Preamble

The Irish Sex Education Network (hereafter ISEN) was founded in September 2002. ISEN is and independent, non-denominational, nationwide, multidisciplinary group compromising of members form voluntary and statutory agencies, parents of people with a disability and people with a disability. ISEN is not, however, a ‘members only’ organisation but rather operates for the benefit of the broader public in the pursuance of its objects.

ISEN’s main object is:
? To advance public education through provision of a practical forum to members and non-members in respect of training, information sharing and best practice in the area of sex education for people with and intellectual or a physical disability

In furtherance of this object ISEN have as subsidiary objects the intention:
? To promote the highest professional standards in the area of sex education and relationship training.
? To act as a voice for change in respect of the rights of people with a disability to experience appropriate sexual expression.

1. Name

The organisation shall be called the Irish Sex Education Network (hereafter ISEN)

2. Definition

ISEN is an independent non-denominational, nationwide, multidisciplinary group mandated by its members to work through an executive committee to further the aims set out in the preamble to this document.

3. Powers

I. In addition to any other powers it may have and to the extent that these are necessary to the promotion of its main object ISEN has the following powers.
a) To raise funds
b) To buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use
c) To sell, lease or otherwise dispose of all or part of the property belonging to ISEN subject – if dissolved – to the requirements pursuant to its charitable status
d) To borrow money and to exchange the whole or any part of the property belonging to ISEN
e) To co-operate with other charities, voluntary bodies and statutory authorities in the furtherance of the ISEN’s objects
f) To set aside income as a reserve against further expenditure
g) To employ and remunerate such staff as are necessary for achieving ISEN’s objects
h) To deposit or invest funds
i) To provide indemnity insurance for the officers of the ISEN in relation to any such liability as is mentioned above
j) To pay our of the funds the costs of forming ISEN as a charity
k) To do all such lawful things are necessary for the achievement of the ISEN’s objects.

3.2 ISEN will not be liable for:

I. Fines
II. Any liability that virtue of any rule of law would otherwise attach to an officer in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the functioning of the ISEN
III. Liabilities to ISEN that result form conduct that the chairperson or other officer knew or must be assumed to have known was not in the best interests of ISEN or about which the person concerned did not care whether it was in the bests interests of ISEN or not.
3.3 The income and property of the ISEN shall be applied solely towards the promotion of ISEN’s objects.

I. An officer is entitled to be reimbursed from ISEN funds in respect of expenses property incurred when acting on behalf of ISEN
II. None of the income on property of ISEN may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of ISEN. This does not prevent a member who is not also an officer of ISEN receiving reasonable and proper remuneration for any goods or services supplied to ISEN

3.4 No officer of ISEN may:

a) Buy and goods or services from ISEN
b) Sell goods, services, or any interest in property to ISEN
c) Be employed by, or receive remuneration from ISEN
d) Receive any other financial benefit from ISEN

3.5 For the purpose of this document “officer” shall include any child, parent, grandchild, grandparent, brother, sister or spouse of an officer or any person living with and officer as his/her partner.

The liability of members is limited and shall not consist of more that 10euros per member

4. Membership

4.1 All membership is subject to the ratification of the executive committee pursuant to a payment of an annual fee. In the case of a membership applicant who is employed by either a voluntary or statutory agency the agreement of the agency is a further requirement before consideration can be given to such an applicant’s request for membership.

4.2 All members are required to operate in concert with this constitution.

4.3 There is only one category of membership, namely full membership.

4.4 The executive committee will determine the appropriate membership fee to be paid and exercise its discretion as to when fees are payable.

4.5 The executive committee reserves the right to refuse membership

5. Rights of members

Members shall have the following rights:

5.1.1 To vote at executive committee elections subject to one year’s membership.

5.1.2 To vote and any general meeting subject to ratification of member in accordance with 5.1.1

5.1.3 To hold office on the executive committee subject to one year’s membership.

5.1.4 To attend and speak at all general meeting.

5.1.5 To propose a candidate for election to the executive committee subject to one year’s membership.

5.1.6 To second a candidate subject to one year’s membership.

5.1.7 To be a signatory on a nomination form for a candidate for election to the executive committee subject to one year’s membership.

5.1.8 To propose motions at general meetings.

5.1.9 To second motions at general meeting.

5.1.10 To attend general training days without fee. There may be a fee for additional conferences or special training events.

6. Termination of Membership

6.1 Membership shall be terminated when

6.1.1 A membership fee is three calendar months in arrears

6.1.2 A member’s practise has been deemed inappropriate or unprofessional subject to the completion of an official investigation

6.1.3 A member has chosen to resign

6.1.4 The executive committee shall have the power to terminate membership subject, if necessary, to legal advice.

7. Annual General Meetings (AGM)

7.1 The AGM is the supreme governing body of ISEN.

7.2 The executive committee shall call an AGM once each calendar year between the months of October and December inclusive.

7.3 The AGM shall be chaired by a chairperson. This chairperson shall be appointed by each newly elected executive committee for a period not exceeding two years. The role of this chairperson is to chair all AGMs and to preside over elections to the executive committee. The position of this chairperson is open to all members of one year’s standing.

7.4 At least six weeks notice of an AGM shall be given in writing to all ISEN members, detailing the date, time and location of the AGM.

7.5 A quorum of an AGM shall consist of 20% of all membership.

7.6 A motion – understood to exclude any matter pertaining to a proposal to add to, alter or amend these constitutions – is deemed passed by an AGM with 50% or the quorum plus one.

7.7 With the exception of proposed amendments to this constitution all motions must reach the executive committee at least fourteen days in advance of an AGM. Such motions must be submitted in writing. If such motions do not reach the executive committee within this timeframe, they will be inadmissible for consideration, but assuming the timeframe has been met, the executive committee must place them on the AGM agenda. If the proposed motions are sent by post but do not arrive, proof of posting will not be effective. If the proposed motions are submitted via e-mail, the executive committee must acknowledge their receipt in a timely manner detailing the motion(s) received. This acknowledgement must be made by e-mail.

7.8 Proposals to add to, alter or amend these constitutions must be dealt with in accordance with the requirements set out in Section 10, below.

7.9 The agenda for an AGM shall be given in writing to all ISEN members at least seven days in advance of an AGM.

7.10 The final order of business at and AGM in an election year shall be the election of the incoming executive committee.

8. Extraordinary General Meeting (EGM)

8.1 An EGM may be proposed by the executive committee or by 20% of the overall membership or by the AGM chairperson
8.2 An EGM may not be called within 45 days of an AGM.
8.3 An EGM shall be chaired by the chairperson of the executive committee.
8.4 At least six weeks notice of an EGM shall be given in writing to all ISEN members detailing the date, time, location and agenda.
8.5 A quorum at an EGM shall consist of 20% of all membership
8.6 A motion shall be deemed passed by and EGM with a majority of 70% of the quorum.
8.7 All motions for an EGM must reach the executive committee at least one week prior to the commencement of the six-week notice period. Such motions will be deemed valid if in compliance with the criteria applicable to AGMs as laid down in 7.7 above.

9 Executive Committee

9.1The executive committee is accountable to the AGM
9.2 The function of the executive committee is to administer ISEN and to interpret its constitution. The executive committee shall fulfil this function by means of corporate responsibility
9.3 The executive committee shall consist of no fewer than seven and no more than eleven members and will hold office for two calendar years, commencing on the first of January of the year immediately following the AGM.

9.4 The executive committee shall consist of the following offices:

9.4.1 Chairperson
I. The position of chairperson shall be decided by election, the electorate being executive committee members.
II. It shall be the duty of the chairperson to ensure that the aims of ISEN are being achieved through its structures and in accordance with its proper procedures
III. The chairperson shall chair committee meeting and will do so regularly in order to be informed of all ISEN interests and to be in a position to coordinate and advise.
IV. The chairperson shall, with the treasurer, ratify all ISEN expenses.

9.4.2 Vice-Chairperson

I. The position of Vice-Chairperson shall be decided by election, the electorate being executive committee members.
II. It is the duty of the Vice-Chairperson to act for and behalf of the chairperson in cases of the latter’s absence.
III. The Vice-Chairperson shall assume the office of Chairperson should that office fall vacant.

9.4.3 Treasurer

I. The position of Treasurer shall be decided by election, the electorate being executive committee members.
II. The treasurer shall ensure the day-to-day accounts of ISEN are kept up to date.
III. Two committee members will act as co-signatories with the Treasurer to ISEN bank accounts.
IV. No cheque or other instrument will be validly issued without the signature of the Treasurer and one other of the co-signatories.
V. All expenses shall be ratified by the Chairperson and the Treasurer.
VI. In accordance with ISEN’s charitable status the Treasurer shall be responsible for ensuring that annual audited accounts are kept and made available to the Revenue Commissioners on request.

9.4.4 Secretary

I. The position of Secretary shall be decided by election, the electorate being executive committee members.
II. The Secretary shall be responsible for minutes of general meetings and of executive committee members.
III. The Secretary shall be responsible for correlating and circulating all amendments to the ISEN constitution.

9.4.5 Training and Development Secretary

I. The position of the Training and Development Secretary shall be decided by election, the electorate being executive committee members.
II. The training and development secretary shall coordinate those aspects of ISEN’s work that involve organising and publicising training events, guest speakers, conferences etc.

9.4.6 Public Relations Secretary

I. The public relations secretary shall by election, the electorate being executive committee members.
II. The public relations secretary shall be responsible for the accurate dissemination of information pertaining to ISEN policy, views and activities to the wider public by means of interaction with the media.
III. The public relations secretary shall ensure that no public statement will emanate without consultation of at least two members of the executive committee, one being the chairperson of the vice chair person
IV. The executive committee reserves the right to terminate this appointment.

9.4.7 General Members

I. The function of the general members is to assist office holders in all practical ways to further the objects of ISEN.

9.4.8 The elected office holders shall be agreed as follows

I. Any candidate nominated for the election as chairperson, vice-chairperson, treasurer, secretary, membership secretary, training and development secretary or public relations secretary shall be proposed by a member of the executive committee and seconded by a member of the executive committee.

II. Unless and alternative candidate is nominated and seconded, the original nominee will be deemed elected subject to the nominee signing consent to hold the office in question.

III. If an alternative candidate is nominated and both would consent to hold the office in question if elected, the matter is decided by simple majority.

IV. If more than two candidates are nominated for the same office and each is willing to serve, then voting must proceed by way of an elimination of those candidates with the lowest vote until the rules of simple majority deem one elected.

V. The executive committee are empowered to fill casual vacancies as they arise within three months of an AGM, in which case the vacancies must remain unfilled. Any member co-opted onto the committee must have been a member of ISEN for at least one year and must be ratified at the next AGM

VI. The executive committee is empowered to appoint working committees and/or regional committees as deemed appropriate. Each such committee may be chaired by a member of the executive committee.

VII. It is not allowed for a member of the executive committee to benefit financially from any remunerated work commissioned by the executive committee. Any member of the executive committee who wishes to apply to take up such work must vacate his position on the executive committee and submit a pr0oposal/tender in the usual way.

VIII. ‘In exceptional circumstances an executive committee which has served it’s two year term may be returned whole to office for a period of another tow years, pursuant to the agreement of the AGM. Exceptional circumstances and executive committee which has serve it’s two year term may be returned whole to office for a period of another two years, pursuant to the agreement of the AGM. Exceptional circumstances are deemed to include a situation where no new executive committee nominees have been proposed or come forward.

10. Amendments to the ISEN Constitution

10.1 No addition, alternation or amendment shall be made to or in the provisions of this Constitution unless the same shall have been previously approved in writing by the Revenue Commissioners.

10.2 Such written approval having been received the proposed addition, alteration or amendment shall be effective if agreed by simply majority at an AGM or EGM.

10.3 Proposals to add to, alter or amend the provisions of this Constitution must be in writing and signed by a proposer and a seconder (being members of ISEN) and forwarded to the executive committee for, in turn, forwarding to the Revenue Commissioners.


11. Subscriptions and Finance

11.1 Every member shall pay an annual subscription appropriate to his/her membership. This subscription shall be determined by the executive committee.

11.2 The income and expenditure of ISEN shall be recoded by the Treasurer who shall furnish an account at each meeting of the executive committee.

11.3 All proposed expenses shall be ratified by the executive committee and signed by the chairperson and by the treasurer.

11.4 In September of each year a full and complete audit shall take place for presentation to the members before the AGM.

12. The Dissolution of ISEN

12.1 Proposal to dissolve ISEN shall be effective only when presented to members and passed at an EGM.

12.2 Upon the Dissolution of ISEN and subject to all debts and liabilities being settled any outstanding funds or property shall be disposed of as the EGM decides, subject to the restrictions and requirements stipulated in this subsection. It shall not be permissible for these assets to be distributed among the members. Instead it shall be required that they by transferred by way of gift to some other body or bodies having objects similar to the objects of the ISEN, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed by ISEN. If effect cannot be given to this requirement the advice of the Revenue Commissioners will be sought in order that ISEN’s assets shall be given or transferred to some charitable object.