Constitution - Basic Income Ireland

Constitution of Basic Income Ireland (BII)

adopted on 23 September 2014

Summary of Contents

General	name, objectives, powers, general structure	clauses 1-4
Members	qualifications, application, subscription, register, withdrawal, expulsion	clauses 5-13
Ordinary General Meetings	general, notice, procedure	clauses 14-28
Officers	Election, offices, appointments, vacancies	clauses 29-31
Steering Committee	maximum number, eligibility, election/ retiral/re-election, termination of office, register, office bearers, powers, personal interests, procedure	clauses 32-55
Administration	committees, operation of bank accounts etc., minutes, accounting records and annual accounts, notices, data protection	clauses 56-64
Miscellaneous	dissolution, alterations to the constitution, interpretation	clauses 65-70

Name and organisational principles

1.(a) The name of the association is “Basic Income Ireland”, which may be abbreviated to BII. Previously known as BIEN Ireland (Basic Income Earth Network Ireland), it may continue to conduct activities in the name of BIEN Ireland as necessary or appropriate

(b) The association shall be composed of people committed to supporting and progressing the introduction of basic income in Ireland, according to the principles set out in sections c, d, e, and f below

(d) the association shall be committed to non-violence and to truthful communication both internally and externally

(e) the association shall be committed to participatory, democratic and dialogical processes. It shall function as an egalitarian and safe public space for asking questions, deliberating ideas and suggestions about basic income, discussing differences and trying out ideas with others in a respectful and caring fashion. It shall also reach decisions through deliberation and consensus procedures wherever possible

(f) the association shall regularly review its purpose, identity, and principles/ethos

(g) members are expected to respect and adhere to the principles set out in c, d, e, and f above

(h) control of the association’s affairs shall derive from the members and shall be exercised in accordance with the provisions of this Constitution

(i) the logo of the association is:

Objectives

2. The association’s objectives are:

(a) to bring about the introduction of a universal basic income in Ireland, without means test or work requirement

(b) to prevent and relieve poverty and economic hardship and to advance community welfare, through the introduction of a universal basic income in Ireland, as one element of a series of wider social reforms required for public benefit

(c) to convey the role basic income plays in achieving environmental sustainability by reducing consumer pressure and increasing personal, household and community self-reliance and sufficiency

(d) to promote basic income for the flexibility, freedom and choice it affords all workers, and the related prospect of eliminating the welfare traps / benefits traps / poverty traps that currently prevent some welfare recipients from taking up paid work

(e) to develop knowledge and understanding of basic income issues amongst members and the wider public, through dialogue, press exposure, information distribution, membership drives, public events and other educational means

(f) to put in place appropriate procedures and a structure supporting the work being done by the association’s network to implement its strategy for introducing basic income

(g) to engage with key stakeholders including government, economists, political parties, employers, trade unions, workers/employees, and diverse community groups, having representation where appropriate, in order to advance the case for basic income

(h) to increase membership and encourage the foundation of local and/or regional branches

(i) to promote the integration and full participation of all individuals in society, especially those currently disadvantaged, and to contribute to the recognition of their unalienable dignity, through the introduction of a universal basic income

(j) to foster and facilitate diverse forms of employment such as cooperatives and partnerships, and to provide income stability for those engaged in caring, artistic, cultural, scientific or other independent enterprises not otherwise consistently remunerated, through securing such a universal basic income system.

Powers

3. In pursuance of the objectives set out in clause 2 (but not otherwise), the association shall have the following powers:

(a) to advocate for the introduction of basic income in Ireland and beyond

(b) to carry on any other activities which further any of the above objectives  

(c) to purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the association’s activities

(d) to improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the association

(e) to sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the association

(f) to borrow money and to give security in support of any such borrowings made by the association

(g) to employ such staff, or to contract work to self-employed workers, as are considered appropriate for the proper conduct of the association’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants

(h) to engage such consultants and advisers as are considered appropriate from time to time

(i) to effect insurance of all kinds (which may include officers’ liability insurance)

(j) to invest any funds which are not immediately required for the association’s activities in such investments as may be considered ethical and appropriate (and to dispose of, and vary, such investments)

(k) to liaise with other voluntary sector bodies, local authorities, universities, government departments and agencies, and other bodies, all with a view to furthering the association’s objectives

(l) to establish and/or support any other association, and to make donations for any purpose falling within the association’s objectives

(m) to form any company which is a charity with similar objectives to those of the association, and, if considered appropriate, to transfer to any such company (without any payment being required from the company) the whole or any part of the association’s assets and undertaking

(n) to take such steps as may be deemed appropriate for the purpose of raising funds for the association’s activities

(o) to accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them)

(p) to do anything that may be incidental or conducive to the furtherance of any of the association’s objectives.

General structure

4. The structure of the association shall consist of:

(a) the MEMBERS – who have the right to attend and participate at regular general meetings, the annual general meeting and extraordinary general meetings, (and any special, general or public events). Members have important powers under the constitution; in particular, the members may elect people to serve on the Steering Committee and take decisions in relation to changes to the constitution itself

(b) the STEERING COMMITTEE – which may hold additional consultations during the period between meetings, and generally direct and harmonise the activities of the association; in particular, the Steering Committee is responsible for monitoring the financial position of the association

(c) the association may establish Local and/or Regional branches, which shall structure themselves in like manner, adopt the same constitution and interact regularly with the national association

(d) the association may establish an Advisory Board, with appropriate terms of reference.

Membership

5.(a) Membership shall be open to any interested party who wishes to learn more about, and/or help advance, through reasonable legitimate agreed means, the goal of introducing basic income

(b) members shall become familiar with the Constitution, be willing to abide by it and respect decisions made by BII arrived at through due process

(c) a wider email list of people who have so requested shall be kept informed of developments regardless of current membership status.  

6. Any person employed by the association shall abide by rules set out in this Constitution. The number of persons employed shall never exceed that of members.

Application for membership

7. Any person who wishes to become a member shall apply according to a procedure established by the Steering Committee.

8. The Steering Committee may, at its discretion, refuse to admit or retain any person to membership.

9. The Steering Committee shall notify a prospective or current member of its decision in the event of refusing membership to her/him, and report to the general membership on the rationale for same.  

Membership subscriptions

10.(a) An annual membership subscription will be collected by the Steering Committee, either directly or through delegation

(b) the membership fee for the following year shall be as decided by members at the AGM, guided by a proposal from the Steering Committee, and shall be payable annually by each member.

Register of members

11.(a) The Steering Committee shall arrange for the maintenance of a register of members, setting out contact and membership details, including start and end dates, with due regard for Data Protection law

(b) any such register shall be at all times the property of BII, and under no circumstances shall such information be given to any third party in electronic or any other form without the consent of all so listed therein.

Withdrawal from membership

12. Any person who wishes to withdraw from membership shall be required to sign, and lodge with the association, a written notice to that effect; on receipt of notice of withdrawal by the association, s/he shall cease to be a member.

Suspension, expulsion from membership, appeals

13.(a) Any person may be suspended or expelled from membership by way of a resolution passed by majority vote at an ordinary general meeting, providing the following procedures have been observed:

(i) at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed suspension or expulsion

(ii) the member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed

(b) subject to c, d, and e, of this clause, the decision to suspend or expel a member takes effect 14 days after the day on which notice of the decision is given to the member

(c) a member who is suspended or expelled under this clause may appeal against that suspension or expulsion by giving notice to the association within 14 days after receipt of the association’s decision

(d) the appeal shall be considered at a special meeting of the Steering Committee, and the member shall be afforded a reasonable opportunity to be heard at the meeting, and to make representations in writing prior to the meeting for circulation at the meeting

(e) the members present at the special meeting shall, by resolution, either confirm or set aside the decision of the Committee to suspend or expel the member, as soon as which the decision shall be deemed enacted.

Ordinary General Meetings

14.(a) The Steering Committee may arrange such ordinary general meetings as it considers necessary for advancing the association’s aims

(b) ordinary general meetings will be facilitated by a member of the association and a report of each meeting written up and made available to the membership

Annual and Extraordinary General Meetings

15. The Steering Committee shall convene an annual general meeting (AGM) in each year; not more than 15 months shall elapse between one annual general meeting and the next.

16. The business of each annual general meeting shall include:

(a) apologies

(b) minutes of the previous meeting

(d) financial report

(e) membership report

(f) the election of members of the Steering Committee

(g) other motions

(h) any other business.

17. The Steering Committee may convene an extraordinary general meeting at any time, giving full, fair consideration, in consultation with other concerned members, to the request of any member(s) for same.

18. At least 14 clear days’ notice must be given (in accordance with clause 63) of any annual general meeting or extraordinary general meeting; the notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the constitution, must set out the terms of the proposed alteration.

19. The reference to “clear days” in clause 18 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted and the day of the meeting should be excluded.

20. Notice of every annual or extraordinary general meeting shall be given (in accordance with clause 63) to all the members of the association.

21. No business shall be dealt with at any annual or extraordinary general meeting unless a quorum is present; the quorum for such a meeting shall be ten members, present in person.

22. If a quorum is not present within 15 minutes after the time at which an annual or extraordinary general meeting was due to commence – or if, during a meeting, a quorum ceases to be present – the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.

23. One of the Joint Coordinators of the association shall preside as chairperson of each annual or extraordinary general meeting, except in such cases as members are invited to take turns chairing meetings; if the nominated chair for a given meeting, permanent or provisional, is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the members of the Steering Committee present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.

24. The chairperson of an annual or extraordinary general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.

25. Every member shall have, where applicable, one vote, which (whether on a show of hands or on a secret ballot) must be given personally.

26. If there are an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.

27. A resolution put to the vote at an annual or extraordinary general meeting shall be decided on a show of hands unless a secret ballot is proposed by the chairperson, or by at least two members present in person at the meeting; a secret ballot may be proposed either before the show of hands takes place, or immediately after the result of the show of hands is declared.

28. If a secret ballot is proposed, it shall be taken at the meeting and conducted in such a manner as directed by the chairperson; the ballot result shall be declared at the meeting at which the ballot was proposed.

Officers

29.(a) Members shall elect at the AGM two Joint Coordinators, gender-balanced wherever possible, a Treasurer and a Secretary, and such other officers (if any) as they consider appropriate, from amongst those who so volunteer

(b) the Steering Committee may draw up a written specification of duties for each office, to be ratified at annual general meeting when new or updated, and furnished as relevant to every office holder

(c) no member shall hold two offices concurrently unless explicitly agreed by an AGM, or in extremis until the next AGM or EGM can be held.

30.(a) At every annual general meeting, all of the officers shall retire from office – but shall then be eligible for re-election

(b) the maximum number of consecutive years an individual can hold the office of Joint Coordinator, Treasurer or Secretary is five years, unless a longer period is explicitly agreed by an AGM, or in extremis until the next AGM or EGM can be held.

31.(a) A person elected to any office shall cease to hold that office if s/he ceases to be a member of the Steering Committee or if s/he resigns from that office by written notice to that effect

(b) either Joint Coordinator may for any relevant purpose act as Chairpersons of the association

Steering Committee

32. The maximum number of Steering Committee members shall be twelve

33.(a) A person shall not be eligible for election/appointment to the Steering Committee unless s/he is a member of the association

(b) as far as is possible, the Steering Committee will reflect the composition of social interest groups as a whole

34. At each annual general meeting, the members may (subject to clause 32) elect any member who has so volunteered, to be a member of the Steering Committee.  

35. The Steering Committee may at any time elect any member who has so volunteered, to be a member of the Steering Committee (subject to clause 32).

36.(a) At every annual general meeting, all of the members of the Steering Committee shall retire from office – but shall then be eligible for re-election

(b) the incoming Steering Committee must fix a date for its second meeting at its inaugural meeting immediately after the AGM

37. A member of the Steering Committee shall automatically vacate office if:

(a) s/he becomes debarred under any statutory provision from being a non-profit voluntary organisation trustee

(b) s/he becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months

(d) s/he resigns office by notice to the association

(e) s/he is absent (without agreement of the Steering Committee) from more than three consecutive meetings of the Steering Committee.

38. The Steering Committee shall arrange for the maintenance of a register of Steering Committee members, setting out contact and membership details, including office held, start and end dates of Steering Committee membership and other information as appropriate.

39. Except as otherwise provided in this constitution, the association network and its assets and undertaking shall be managed by the Steering Committee, who may exercise all the powers of the association.

40. A meeting of the Steering Committee at which a quorum, as per clause 49, is present may exercise all powers exercisable by the full Steering Committee.

41. A member of the Steering Committee who has a personal interest in any transaction or other arrangement which the association is proposing to enter into, must declare that interest at a meeting of the Steering Committee; s/he will be debarred (in terms of clause 53) from voting on the question of whether or not the association should enter into that arrangement.

42. For the purposes of clause 41, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of hers/his or any firm of which s/he is a partner or any limited company of which s/he is a substantial shareholder or director, or any other voluntary or charitable body of which s/he is an office holder, has a personal interest in that arrangement.

43. A member of the Steering Committee will not be debarred from entering into an arrangement with the association in which s/he has a personal interest (or is deemed to have a personal interest under clause 42) and may retain any personal benefit which s/he gains from his/her participation in that arrangement, provided:

(a) s/he has declared his/her interest

(b) s/he has not voted on the question of whether or not the association should enter into the relevant arrangement and

44. No member of the Steering Committee may be given any remuneration by the association for carrying out his/her duties as a member of the Steering Committee.

45. Where a Steering Committee member provides services to the association or might benefit from any remuneration paid to a connected party for such services, then

(a) the maximum amount of the remuneration must be specified in a written agreement and must be reasonable

(b) the Steering Committee members must be satisfied that it would be in the interests of the association to enter into the arrangement (taking account of that maximum amount)

(c) less than half of the Steering Committee members must be receiving remuneration from the association (or benefit from remuneration of that nature).

46. The members of the Steering Committee may be paid, depending on funds available, any or all vouched travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the Steering Committee, general meetings, or meetings of committees, or otherwise in connection with the carrying-out of their duties, and they may at times approve such payment for ordinary members whose actions on behalf of the association have been agreed in advance.  

47. Any member of the Steering Committee may call a meeting of the Steering Committee or request the secretary to call a meeting of the Steering Committee.

48. Questions arising at a meeting of the Steering Committee shall be decided by consensus, or, in its absence, a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.

49. No business shall be dealt with at a meeting of the Steering Committee unless a quorum is present; the quorum for meetings of the Steering Committee shall be three.

50. If at any time the number of Steering Committee members in office falls below the number fixed as the quorum, the remaining Steering Committee member(s) may act only for the purpose of filling vacancies or of calling a general meeting.

51. The Steering Committee members present shall elect from among themselves the person who will act as chairperson of the meeting.

52. The Steering Committee may, at its discretion, allow any person whom they reasonably consider appropriate, to attend and speak at any meeting of the Steering Committee; for the avoidance of doubt, any such person who is invited to attend a Steering Committee meeting shall not be entitled to vote.

53. A Steering Committee member shall not vote at a Steering Committee meeting (or at a meeting of a committee) on any resolution concerning a matter in which s/he has a personal interest which conflicts (or may conflict) with the interests of the association; s/he must withdraw from the meeting while an item of that nature is being dealt with.

54. For the purposes of clause 53, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of hers/his, or any firm of which s/he is a partner, or any limited company of which s/he is a substantial shareholder or director, or any other voluntary or charitable body of which s/he is an office holder, has a personal interest in that matter.

55. Each of the members of the Steering Committee shall, in exercising his/her functions as a member of the Steering Committee of the association, act in the interests of the association; and, in particular, must  

(a) seek, in good faith, to ensure that the association acts in a manner which is in accordance with its objectives (as set out in this constitution)

(b) act with the care and diligence which it is reasonable to expect of a person who is directing the affairs of another person

(c) in circumstances giving rise to the possibility of a conflict of interest between the association and any other party:

(i) put the interests of the association before that of the other party, in taking decisions as a member of the Steering Committee  

(ii) where any other duty prevents her/him from doing so, disclose the conflicting interest to the association and refrain from participating in any discussions or decisions involving the other members of the Steering Committee with regard to the matter in question

(d) ensure that the association complies with any direction, requirement, notice or duty imposed on it by legislation.

Delegation to sub-committees

56. The Steering Committee may delegate any of their powers to any sub- committee consisting of one or more Steering Committee members and such other persons (if any) as the Steering Committee may determine; they may also delegate to the chair of the association sub-committee (or the holder of any other post) such of their powers as they may consider appropriate. The Joint Coordinators are ex-officio members of all subcommittees.

57. Any delegation of powers under clause 56 may be made subject to such conditions as the Steering Committee may impose and may be revoked or altered.

58. The rules of procedure for any sub-committee shall be as prescribed by the Steering Committee.

Operation of accounts and holding of property

59.(a) The Steering Committee shall have full control of the finances of the Association and shall regulate the expenditure. No expense shall be incurred without the express sanction of the Steering Committee

(b) the signatures of one out of three signatories appointed by the Steering Committee shall be required in relation to all minor operations (other than lodgement of funds) on the bank and building society accounts held by the association. Any transaction greater than the ‘petty cash’ float total, which shall not exceed €150, shall require the written consent of two signatories, one of which at least shall be a member of the Steering Committee.

60. The title to all property (including any land or buildings, the tenant’s interest under any lease and (so far as appropriate) any investments) shall be held either in the names of the chair, treasurer and secretary of the association (and their successors in office) or in the name of a nominee company holding such property in trust for the association; any person or body in whose name the association’s property is held shall act in accordance with the directions issued from time to time by the Steering Committee.

Accounting records, annual accounts

61. The Steering Committee shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.

62. The Steering Committee shall prepare a statement of annual accounts in compliance with the requirements of relevant statutory regulations, and in line with standards set down under the charity regulations, to present at the AGM for approval by members in attendance.

Notices, data protection

Any notice which requires to be given to a member under this constitution shall be communicated personally and confirmed by post and/or email.

The association shall abide by relevant data protection laws in relation to data held by it.

Dissolution

65. If the Steering Committee determines that it is necessary or appropriate that the association be dissolved, it shall convene a meeting of the members; not less than 21 days’ notice of the meeting (stating the terms of the proposed resolution) shall be given.

66.(a) If a proposal by the Steering Committee to dissolve the association is confirmed by a two-thirds majority of those present and voting at the general meeting convened under clause 64, the Steering Committee shall have power to dispose, following a final account audit, of any assets held by or on behalf of the association – and any assets remaining after satisfaction of the debts and liabilities of the association shall be transferred to some other body or bodies having objectives similar to those of the association; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the association at, or prior to, the time of dissolution

(b) for the avoidance of doubt, no part of the income or property of the association shall (otherwise than in pursuance of the association’s charitable purposes) be paid or transferred (directly or indirectly) to the members, either in the course of the association’s existence or on dissolution.

67.(a) All registered members of BII will be informed of the decision to dissolve the association by text, email, by e-newsletter, and through an website announcement, notwithstanding receipt of the news otherwise

(b) the website – www.basicincomeireland.com – will be closed down

Alterations to the constitution

68.(a) The constitution may be altered by a resolution passed by not less than two- thirds of those present and voting at an annual or extraordinary general meeting, providing due notice of the meeting, and of the resolution, is given in accordance with clauses 17, 18 and 19

(b) a majority of two-thirds at the AGM is sufficient to change any article of this Constitution and Rules

69. No amendment to clauses 3, 44, 65 or 66 of the constitution may be made if the effect would be that the association would cease to be a non-profit organisation.

Interpretation

70.(a) The association shall comply with any direction, requirement, notice or duty likely to be imposed on it by legislation

(b) any reference in this constitution to a provision of any legislation shall include any statutory modification or re-enactment of that provision in force from time to time.

This Constitution was adopted by members of Basic Income Ireland at the Extraordinary General Meeting convened on 23rd September, 2014 in DIT, Aungier Street, Dublin 2.

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