Memorandum

And Articles of Association

Confederation of Community Groups

(Newry & District)

Ballybot House

28 Cornmarket Newry

BT35 8BG

Certified To Be A True Copy

Of

The Memorandum And Articles

Of

The Confederation of Community Groups

Of

Newry & District

Signed Date

Chairperson

COMPANIES (NORTHERN IRELAND) ORDER 1986

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

THE CONFEDERATION OF COMMUNITY GROUPS OF NEWRY & DISTRICT

Companies (Northern Ireland) Order 1986.

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

THE CONFEDERATION OF COMMUNITY GROUPS OF NEWRY & DISTRICT

1. The Company's name is:- "The Confederation of Community Groups of Newry & District" (hereinafter called "The Confederation").

2. The Confederation's registered office is to be situated in Northern Ireland.

3. The Confederation's objects are:

(a) (i) To relieve poverty, sickness and the aged and to promote the benefit of the inhabitants of the area of Newry and Mourne District without distinction of sex or

political, religious or other opinions by associating statutory agencies, voluntary

organisations and inhabitants in a common effort to advance education and

to provide services and facilities in the interest of social welfare with the object of

improving conditions of life for the said inhabitants.

(ii) The Confederation shall be non-party on politics, and non-sectarian in religion.

IN PURSUANCE OF THE ABOVE OBJECTS, BUT NOT FURTHER OR OTHERWISE

THE CONFEDERATION MAY:-

(b) Promote and organise co-operation in the achievement of the above objects, or any

of them, and to that end may assist or complement the work of voluntary and

statutory agencies and individuals engaged in the furtherance of the above objects

within the area of benefit.

(c) Provide information guidance and advice to Groups whether members of the

Company or not whose objects are exclusively charitable.

(d) Provide or secure the provision of welfare rights and advice and information and

refer those in need of professional advice to the relevant agencies.

(e) Arrange, conduct, provide or co-operate in the provision of courses, lectures,

meetings, seminars and exhibitions calculated to further the objects of the

Confederation.

(f) Procure to be written and print, publish, issue and circulate gratuitously or

otherwise, any reports or periodicals, books, pamphlets, leaflets or other

documents.

(g) Promote and carry out, or assist in so doing, research surveys, investigations

and experimental work, and publish the useful results of such work.

(h) Obtain, collect and receive money, funds or other sources of income by way of

contributions, donations, legacies or other lawful method.

(i) Employ and pay officers and other persons and parties whose services are

required for carrying out any of the objects of the Confederation.

(j) Sell, improve, manage, develop, exchange grant, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the land, property and rights of the Company.

(k) Purchase, take a lease, fee farm grants, or in exchange, hire or otherwise

acquire any real or personal estate which may be deemed necessary or

convenient for any of the purposes of the Company (so far as the law shall

allow) and in particular any land, buildings, easements, rooms, furniture,

fittings, apparatus, appliances, conveniences and accommodation.

(1) Borrow, raise or give security for the payment or payment of money in such

manner as the Company shall think fit.

(m) Affiliate to any charitable body having objects not inconsistent with the objects of the Confederation.

(n) Do all such lawful other things as are incidental or conductive to the attainment of

the above objects or any of them.

(o) Promote or concur in the promotion of any Company or acquire shares in or

subscribe to any company and to carry on business through any Subsidiary

Company as the Company shall think fit.

PROVIDED that:-

(i) In case the Confederation shall take or hold any property which may be

subject to any trusts, the Confederation shall only deal with or invest

the same in such manner as allowed by law, having regard to such trusts.

(ii) The objects of the Confederation shall not extend to the regulation of relations between workers and employers, or organisations, or workers

and organisations of employers.

4. The income and property of the Confederation whenceover derived, shall be applied solely towards the promotion of the objects of the Confederation as set forth in this

Memorandum of Association and no portion thereof shall be paid or transferred

directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Members of the Confederation PROVIDED that nothing herein shall prevent the payment in good faith by the Confederation:

(a) of reasonable and proper remuneration to any member officer or servant of

the Confederation for any services rendered to the Confederation.

(b) of interest on money lent by any member of the Confederation or any of it's

Directors at a rate per annum not exceeding 2% less than the annual percentage rate of interest for the time being at which deposits in sterling are offered

by prime banks in the London interbank market.

(c) of reasonable and proper rent for premises demised or let by any member of the

Confederation or any of it's Directors.

(d) of fees, remuneration or other benefit in money or money's worth to a

company of which any of the Directors may be a member holding not more than one-

hundredth part of the capital of that company.

(e) to any of it's Directors of reasonable and proper out-of-pocket expenses.

(f) to any Director for the time being hereof being a solicitor or other person engaged in any professional for all usual professional or other reasonable

charges for work done by him or his firm when instructed by the other Directors to act in that capacity on behalf of the Confederation.

5. The liability of the Members is limited.

6. Every member of the Confederation undertakes to contribute to the assets of the

Confederation in the event of the same being wound up while remaining a Member, or

within one year after ceasing to be a Member, for payment of the debts and liabilities of

the Confederation contracted before ceasing to be a member, and of the costs, charges

and expenses of winding up, and for the adjustment of the rights of the contributors

among themselves, such amount as may be required not exceeding £1.

7. If upon winding up or dissolution of the Confederation there remains after satisfaction of all it's debts and liabilities, any property whatsoever the same shall not be paid to or

distributed among the Members of the Confederation but shall after due provision has

been made for the continuance of any pensions or allowances to retired employees of

the Confederation in accordance with any pension scheme for the time being in force at

the date of liquidation, be given or transferred for such similar lawful charitable

purposes as may be determined by members of the Confederation at or before the time

of dissolution.

8. True accounts shall be kept of the sums of money received and expended by the Confederation and the matters in respect of which such receipts and expenditures take

place, of all sales and purchases of goods or services by the Confederation and of the

property, credits and liabilities of the Confederation and, subject to any reasonable

restrictions as to the time and manner of inspecting the same that may be imposed in

accordance with the regulations of the Confederation for the time being, such accounts shall be open to inspection of the members. Once at least in every year the accounts of the Confederation shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

9. No addition, alteration or amendment shall be made to or in the provisions of the Memorandum of Association for the time being in force unless the same shall have been previously submitted to and approved by the relevant Authorities, and no addition, alteration or amendment shall be made to or in the provisions of such memorandum which would cause the Confederation to cease to be a charity at law

We, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum. NAMES AND ADDRESSES OF SUBSCRIBERS SIGNATURE NAME BERNARD BOYLE 4 FORKHILL BUSINESS PARK CENTRE FORKHILL BT35 9SG MARK CROSSEY 22 ALTNAVEIGH PARK, CARNAGAT, NEWRY, BT34 8XB

DATED WITNESS TO THE ABOVE SIGNATURE

Companies (Northern Ireland) Order 1986

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF THE CONFEDERATION OF COMMUNITY GROUPS OF NEWRY & DISTRICT

INTERPRETATION

1. In these regulations:-

"the Order" means the Companies (Northern Ireland) Order 1986 including any statutory modification of re-enactment thereof for the time being in force;

"the articles" means the articles of the Company;

"clear days" in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

"executed" includes any mode of execution;

"office" means the registered office of the

Company; "the seal" means the common seal of

the Company;

"secretary" means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

"the United Kingdom" means Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Order but excluding any statutory modification thereof not in force when these regulations become binding on the Company.

MEMBERS

2. The subscribers to the Memorandum of Association of the Company and such other bona-fide Community and Voluntary organisations as are admitted to membership in accordance with the Articles shall be members of the Company. No Community or Voluntary Organisation shall be admitted to membership of the Company until approved by the Executive Committee. Each Voluntary or Community Organisation which wishes to become a member shall deliver to the Company an application for membership in such form as the Executive Committee requires.

3. (a) The membership of the Company shall be comprised of the following

categories of members:- (i) Corporate Members, (ii) Associate Members, (iii) Honorary Members

(b) Corporate Members shall be deemed to include:- (i) any voluntary or community organisation whether incorporated

otherwise having charitable purposes as recognised by law; (ii) any voluntary or community organisation whether incorporated or

otherwise appearing to the management Committee to be for the general benefit of the community and established otherwise than for financial gain.

A Corporate Member shall by resolution of it's governing body authorise a person, as it thinks fit, to act as it's voting representative at any meeting of the Confederation.

(c) Associate Members shall be deemed to include organisations similar to that specified at 3(a), but who do not wish to become full voting members of the Confederation.

(d) Honorary Members shall be persons distinguished in connection with Social service work or service to the community as a whole, who shall be invited by the Executive Committee to be admitted as Honorary Members of the Confederation.

4. Each member shall observe all regulations and bye-laws of the Confederation made pursuant to the powers in that behalf contained in these regulations.

5. Any member who shall fail to observe any of the regulations or bye-laws of the Confederation, or whose conduct shall, in the opinion of the Executive Committee, be in any respect, prejudicial to the interests of the Confederation, may be excluded from the Confederation (and thereupon cease to be a member) by a resolution duly approved by a majority of at least two thirds of the Executive Committee present and voting at a special meeting of the Executive Committee, of which such member shall have been given a proper opportunity of attending and being heard.

6. Members, (with the exception of Honorary Members), of the Confederation shall be required to contribute to the Confederation in each year such annual subscription as the Executive Committee for the time being may determine. The Executive shall have full power and discretion in circumstances appearing to them appropriate to waive or reduce the annual subscription payable by a member or members annually.

7. A member may at any time withdraw from the Company by giving at least seven clear day's notice to the Company. Membership shall not be transferable.

8. The Confederation shall in each year hold a General Meeting as it's Annual General meeting in addition to any other meeting in that year, and shall specify the meeting as such in notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Confederation and that of the next.

The Annual General Meeting shall be held at such time and in such place as the Executive Committee shall appoint.

9. All General Meetings, other than Annual General Meetings, shall be called 'Extraordinary General Meetings'.

10. The Executive Committee may call Extraordinary General Meetings whenever they think fit, and upon the written requisition of not less than ten Corporate Members pursuant to the provisions of the Order, shall forthwith proceed to convene an Extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. A requisition shall be served upon the Company Secretary and shall specify the resolution or resolutions which it is proposed shall be considered at the Meeting requested. If at any tune there are not within the United Kingdom, sufficient members of the Executive Committee capable of acting to form a quorum, any members of the Executive Committee or any two members of the Council may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by Executive Committee.

NOTICE OF GENERAL MEETING

11. An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution shall be called by at least twenty-one clear day's notice. All other Extraordinary General Meetings shall be called by at least fourteen clear day's notice but a General meeting may be called by shorter notice

a) in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and

b) in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such.

The notice shall be given to all Members, and to the Executive Committee and Auditors.

12. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member entitled to receive notice shall not invalidate the proceeding at that meeting.

13. No business shall be transacted at any meeting unless a quorum is present. A quorum shall consist of the duly appointed representatives of 20 per cent + 1 of the total number of Corporate Members.

14. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such day, time and place as the Executive Committee may determine.

15. The Chairperson of the Executive Committee shall preside as Chairperson of the Meeting and in his absence, the Vice-Chairperson will take the Chair. In the event of the absence of the Chairperson and the Vice-Chairperson, then the members shall choose a member of the Executive Committee present, or(if there is no member of the Executive Committee present, or all the members of the Executive Committee decline to take the Chair) one of their own members to be Chairperson.

16. The Chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at the adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven dear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

17. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Order, a poll may be demanded:-

a) by the Chairperson; or

b) by at least two members having the right to vote at the meeting or

c) by a member or members representing not less than one-tenth of the total voting right of all the members having the right to vote at the meeting;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

18. Unless a poll is duly demanded a declaration by the Chairperson that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

19. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairperson and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

20. A poll shall be taken as the Chairperson directs and he or she may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

21. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson shall be entitled to a casting vote in addition to any other vote he or she may have.

22. A poll demanded on the election of a Chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chairperson directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand has not been made.

23. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

24. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it, if it had been proposed at a General Meeting at which that member was present shall be as effectual as if it had been passed at a General Meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.

VOTES OF MEMBERS

25. Each Corporate Member shall have one vote. Associate and Honorary Members shall not be entitled to vote.

26. No member shall be entitled to vote at any General meeting unless any monies then payable by such member to the Confederation have been paid.

27. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairperson whose decision shall be final and conclusive.

28. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointer and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Executive Committee may approve): -"THE CONFEDERATION OF COMMUNITY GROUPS OF NEWRY & DISTRICT"

I/We, , of

being a member/members of the above-named Company, hereby appoint

of ,or failing him,

of , as my/our proxy to vote in my/our name(s) and on my/our behalf at the Annual /Extraordinary General meeting of the Company to be held on , and at any adjournment thereof. Signed on 20 .

29. Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Executive Committee may approve):-

"THE CONFEDERATION OF COMMUNITY GROUPS OF NEWRY & DISTRICT"

I/We, , of

being a member/members of the above-named Company, hereby appoint

of ,or failing him,

of , as my/our proxy vote in my/our name(s) and on my/our behalf at the Annual /Extraordinary General meeting of the Company to be held on , and at any adjournment thereof. Signed on 20 .

This form is to be used in respect of the resolutions mentioned below as follows:- Resolution No. 1 'for "against Resolution No. 2 *for 'against

(*Strike out whichever not desired).

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

Signed this day of 20 .

30. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Executive Committee may:-

(a) be deposited at the offices or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairperson or to the Secretary or to any member of the Executive Committee.

31. A vote given or poll demanded by proxy or by duly authorised representative of a Corporate Member shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the Office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

NUMBER OF DIRECTORS |

32. Unless otherwise determined by Ordinary resolution, the Directors of the Company shall be those persons elected to the Executive Committee.

EXECUTIVE COMMITTEE

33. There shall be an Executive Committee constituted in the manner hereinafter mentioned. Until there shall be an executive Committee so constituted the Management Committee at the date of the adoption of this regulation shall have power to act as such.

34. The business of the Confederation shall be managed by the Executive Committee who may exercise all such powers of the Confederation as are not by statute or by these regulations required to be exercised by the Confederation in General Meeting, subject

always to such regulations or methods as may be prescribed by the Confederation in General Meeting.

35. The Executive Committee in each year shall consist of:-

(a)The Chairperson, Vice Chairperson and Treasurer of the Executive Committee.

(b)Not less than 4 or more than 9 duly authorised representatives of Corporate Members of the Confederation elected by and from the said members of the Confederation to hold office for a three year term.

(c) The Company Secretary (ex oficio).

36. Any casual vacancy in members of the Executive Committee, under Regulation 35 (b) may be filled in by the Committee and persons appointed to fill casual vacancies shall hold office until the close of the next Annual General Meeting of the Council.

37. The Executive Committee may act, although their numbers is by death, retirement or otherwise reduced below the number mentioned in Regulation 35, provided that if at any time their number is reduced below 4, the members for the time being of the Executive Committee shall act only for the purpose of filling up vacancies in accordance with Regulation 36 or convening a General Meeting of the Confederation until there are at least 7 members of the Executive Committee.

38. The members of the Executive Committee shall be elected for a term of 3 years. They shall be eligible for re-election for further 3 year terms.

39. The Executive Committee shall meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the members present and in the case of equality of votes, the Chairperson shall have a second or casting vote.

40. On the request of a member of the Executive Committee, the Secretary shall at any time summon a meeting at such terms as the Executive Committee for the time shall determine.

41. The Executive Committee shall appoint paid staff as it thinks desirable, at such remuneration and at such terms as the executive Committee for the time being shall determine.

42. The Executive Committee may exercise all the powers of the Confederation to borrow money and to mortgage or change it's undertakings and property or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Confederation or of any third party.

43. With prejudice to the generality of anything hereinbefore contained, save insofar as some may be inconsistent with these regulations, the Executive Committee shall have power (inter alia):-

(a) To fix the amount of the annual subscriptions payable by the various categories and members of the Council.

(b) To make and enforce bye-laws and regulations relative to membership.

(c) To make Standing Orders governing the summoning of a meeting of the Committee and procedure governing the conduct of a meeting of the Committee.

(d) To agree and vote upon those organisations wishing to be admitted as Corporate or Associate Members.

(e) To agree upon persons to be invited to serve as Honorary members.

(f) To formulate general policy relating to the Confederation's business.

(g) To convene regular meetings of the Confederation Council.

COUNCIL

44. There shall be a Council of the Confederation consisting of the Executive Committee and two representatives nominated in writing by each Corporate Member, The Company Secretary shall as soon as possible after each Annual General Meeting of the Company in writing, request nominations, and upon receipt of such nominations shall draw up an agenda for and make arrangements for the holding of the first meeting of the Council.

45. The Council shall meet not less than 4 times per year to discuss matters of mutual concern and issues of interest to community and voluntary organisations.

46.1 The Chairperson of the Executive Committee shall preside as Chairperson of the Council.

46.2 The Council:- (a) shall receive a report upon the affairs of the Confederation from the

executive Committee;

(b) may receive reports from members of the Confederation;

(c) may convey it's views upon any matter touching the interests of the Confederation to the Executive Committee;

(d) shall have the right to invite a person or persons representing interested agencies to attend it's meetings. Such persons shall attend as observers only and shall not be entitled to vote.

APPOINTMENT AND RETIREMENT OF EXECUTIVE COMMITTEE

47. Nominations for vacancies for the positions of Chairperson, Vice-Chairperson and Treasurer of the Confederation shall be invited from within the body of the duly elected Executive Committee at the first meeting immediately following the AGM. Election will be by show of hands & officers so elected will serve a term of 3 years with eligibility for re-election.

48. Nominations for authorised representatives of Corporate Members to serve on the Executive Committee shall be made, in writing by each Corporate Member entitled to vote and shall be receivable by the Company Secretary not less than thirty clear days in advance of the relevant Annual General Meeting. [Each Corporate Member shall be entitled to nominate one person only, to sit on the Executive Committee from within it's own membership] Each nomination shall include notice executed by the person nominated of that persons willingness to be nominated. If the number of nominations exceeds vacancies, an election by postal ballot shall thereupon be conducted and the completed ballot papers shall be receivable by the Company Secretary not less than seven clear days in advance of the relevant Annual General Meeting.

49. At the first Annual General Meeting an Executive Committee constituted as prescribed in Regulation 35 shall be elected in accordance with procedures specified in Regulation 47 and 48. At every subsequent Annual General Meeting, the Executive Committee will be eligible for re-election as prescribed in Regulation 38.

50. Not less than twenty one clear days notice will be given to the Executive Committee and Corporate Members of the nominations received for the positions of Chairperson, Vice-Chairperson and Treasurer. That notice shall also give particulars of the persons so nominated, the member so proposing them and include confirmation that the persons if so elected would be willing to take office.

DISQUALIFICATION AND REMOVAL OF EXECUTIVE COMMITTEE

51. The Office of membership of the Executive Committee shall be vacated if a member:-

(a) without the consent of the Confederation in General Meeting holds any office of profit under the Confederation; or

(b) ceases to be a Director by virtue of any provision of the Order or becomes prohibited by law from becoming a Director; or

(c) is adjudged bankrupt or makes any arrangement or composition with his or her creditors generally; or

(d) is or may be suffering from mental disorder and either;

(i) is detained for treatment within the Meaning and Article 12(5) of the Mental Health (N.L) Order 1986; or

(ii) an order is made by a court having jurisdiction (whether in the U.K. or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a controller, receiver,

curator bonis or other person to exercise powers with respect to his property or affairs or

(e) resigns his or her office by notice to the Company;

(f) shall, for more than three consecutive meetings have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his or her office be vacated.

EXECUTIVE COMMITTEE EXPENSES

52. The Executive Committee may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Executive Committee or General meetings or separate meetings of the holders of debentures of the Company or otherwise in connection with the discharge of their duties.

PROCEEDINGS OF EXECUTIVE COMMITTEE

53. The quorum necessary for the transaction of the business of the Executive Committee may be fixed by the Executive committee from time to time unless so fixed, shall be five.

54. The continuing members of the Executive Committee may act notwithstanding any vacancy in their body.

55. If, at any meeting, the Chairperson of the Executive Committee for the time being, is not present within five minutes after the time appointed for holding the same, the Vice-Chairperson shall take the Chair, and failing the Vice-Chairperson, the members of the Executive Committee present may choose one of their number to be Chairperson of the Meeting.

56. The Executive Committee shall delegate any of their powers to committees consisting of such members of their body or other persons (whether or not being members of the Confederation) as they think fit, any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Executive Committee. The Executive Committee shall, as they think fit, co-opt persons (whether or not being members of the Confederation), to act in an advisory capacity and in pursuance of the objectives of the organisation. Any such co-option(s) to be on an ad-hoc basis, the duration of which is limited to the completion of the project or until the date of the next AGM (whichever is the shorter). If reviewed and retained at the time of the AGM a further maximum period of 12 months may be offered. The co-opted person(s) shall have no power to vote and must conform to the regulations of the organisation.

57. Any such committee, shall, in the exercise of it's powers to co-opt, conform with any regulations that may be imposed by the Executive Committee.

58. A committee shall elect a Chairperson of it's meetings; if no such

Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for the holding the same, the members present may choose one of their number to be Chairperson of the meeting.

59. A committee shall meet and adjourn as it thinks proper. Questions arising at a meeting shall be determined by a majority of votes of the members present, and where there is an equality of votes, the Chairperson shall have a second or casting vote.

60. All Acts done by any meeting of the Executive Committee or of a committee thereof, or by any person acting as a member of the Executive Committee, shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such person acting as aforesaid or that any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Executive Committee or committee thereof.

61. A resolution in writing signed by all the members of the Executive Committee for the time being entitled to receive notice of a meeting of the Executive Committee, shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held.

SECRETARY

62. Subject to the provisions of the Order, the secretary shall be appointed by the Executive Committee for such term, at such remuneration and upon conditions as they may think fit; and any secretary so appointed may be removed by them.

MINUTES

63. The Executive Committee shall cause minutes to be kept for the purpose: -

(a) of all the appointments of officers made by the Executive Committee; and

(b) of all proceedings at the meetings of the Company, and of the Executive, and of the Executive Committee, including the names of the Executive Committee members present at each such meeting.

64. The Executive Committee shall provide for the safe custody of the Seal which shall only be used by the authority of the Executive Committee or of a Committee of the Executive Committee authorised by the Executive Committee on that behalf, and every instrument to which the Seal shall be affixed shall be signed by a member of the Executive Committee and shall be countersigned by the secretary or by a second member of the Executive Committee, or by some other person appointed by the Executive Committee for the purpose

ACCOUNTS

65. The Executive Committee shall cause proper books of account to be kept with respect to:-

(a) all the sums of money received and expended by or on behalf of the Confederation and the matters in respect of which the receipt and expenditure takes place; and

(b) all sales and purchases of goods by or on behalf of the Confederation; and

(c) the assets and liabilities of the Confederation.

Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of the Confederation's affairs and to explain it's transactions.

66. The books of account shall be kept at the registered office of the Confederation or at such other place or places as the Executive Committee think fit, and shall always be open to inspection of the Executive Committee.

67. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Confederation or any of them shall be open to the inspection of members not being members of the executive Committee, and no member shall have any right of inspecting any account or book or document of the Confederation except as conferred by statute or authorised by Executive Committee or by the Confederation in General Meeting.

68. The Executive Committee shall from time to time in accordance with the Act, cause to be prepared and to be laid before the Confederation in general Meeting such accounts, balance sheets and reports as are required.

AUDIT

69. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Order.

NOTICES

70. A notice may be given by the Company to any member either by sending it by post or to registered address, or (if they have no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by them to the Company for the giving of notice to them. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is

posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

71. Notice of every General Meeting shall be given in any manner hereinbefore authorised to:-

(a) every member except those members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them; and

(b) every person being a personal representative or an assignee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and

(c) the auditor for the time being of the Company.

No other person shall be entitled to receive notices of General Meetings.

INDEMNITY

72. Subject to the provisions of the Order, but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

NAMES AND ADDRESSES OF SUBSCRIBERS

SIGNATURE

NAME SIGNATURE

BERNARD BOYLE 4 FORKHILL BUSINESS PARK CENTRE FORKHILL BT35 9SG MARK CROSSEY 22 ALTNAVEIGH PARK, CARNAGAT, NEWRY, BT34 8XB

DATED

WITNESS TO THE ABOVE SIGNATURE