Constitution

COMPANIES ACT 2014

COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITAL

CONSTITUTION

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IRISH MISSION AGENCIES PARTNERSHIP

MEMORANDUM OF ASSOCIATION

1. Name
   The name of the Company is Irish Mission Agencies Partnership.

2. Company type
   The Company is a company limited by guarantee, registered under Part 18 of the Companies Act 2014.

3. Main Object
   The main object for which IMAP was established was for the advancement of Christian faith in Ireland and abroad, working with Mission Agencies, providing Personnel and financial and practical support to those in need of assistance. Imap provides Biblical and practical resources to their Partners in a networking environment.

4. Subsidiary Objects
   As objects incidental and ancillary to the attainment of the Main Object, the Company shall have the following subsidiary objects:

   1. The promotion of mission at home and overseas and by acting as a clearing house for mission agencies who send personnel overseas.

   2. To provide Biblical and practical resources to engage Irish churches in mission

   3. To assist our partners in mission to network effectively

5. Powers
   The Company shall in addition to the powers conferred on it by law have the following powers which are exclusively subsidiary and ancillary to the Main Object and which powers may only be exercised in promoting the Main Object. Any income generated by the exercise of these powers is to be applied to the promotion of the Main Object:

   1. To solicit and procure by any lawful means and to accept and receive any donation of property of any nature and any devise, legacy or annuity, subscription, gift, contribution or fund, including by means of payroll giving or other similar arrangements, and to apply to such purpose the capital as well as the income of any such legacy, donation or fund.

   2. To undertake, accept, execute and administer, without remuneration, any charitable trusts.

   3. To establish and support or aid in the establishment and support of any charitable association or institution, trust or fund, and to subscribe or guarantee money for any charitable purpose which the Company shall consider calculated to promote its Main Object.

   4. To collect and to receive voluntary contributions, donations or bequests or money for any of the purposes aforesaid.

   5. To make application on behalf of the Company to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind.

   6. To apply, petition for or promote any Act of the Oireachtas or other legislation relating directly to the advancement of the Main Object.

   7. Subject to clause 6, to employ such staff, and on such terms, as are necessary or desirable for the proper promotion of the Main Object.

   8. To grant pensions, gratuities, allowances or charitable aid to any person who may have served the Company as an employee, or to the wives, husbands, children or other dependents of such person provided that such pensions, gratuities, allowances or charitable aid shall be no more than that provided by a pension scheme covered by Part 30 of the Taxes Consolidation Act 1997 and provided that such pension scheme has been operated by the company and the beneficiary of the pensions, gratuities, allowances or charitable aid, or their spouse or parent, has been a member of the pension scheme while employed by the Company; and to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company and to subscribe or guarantee money for charitable objects.

   9. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property, patents, copyrights, licences, rights and privileges or any estate or interest whatsoever and any rights, privileges and easements over or in respect of any property which may be considered necessary for the purposes of the Company and to develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences and by planting, paving, draining, farming, cultivating, letting or building leases or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

   10. To acquire, hold, sell, manage, lease, mortgage, exchange or dispose of all or any part of the property of the Company with a view to the promotion, protection or encouragement of its Main Object and to vary investments.

   11. To co-operate with any other society or institution in carrying out any investments hereby authorised in furtherance of the Main Object.

   12. To borrow and raise money in such manner as may be considered expedient, and to issue debentures, debenture stock and other securities, and for the purpose of securing any debt or other obligation of the Company to mortgage or charge all or any part of the property of the Company, present or future, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

   13. To invest and deal with monies and property of the Company not immediately required in such manner as will most effectively provide funds for the advancement and promotion of the purposes aforesaid and this power shall include power from time to time to vary any investments made thereunder.

   14. To invest in such ways as shall seem desirable to the Directors any moneys of the Company not immediately required for the use in connection with its Main Object and to place any such moneys on deposit with bankers and others; subject nevertheless as regards the making of investments to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided; prior permission to be obtained from the Revenue Commissioners where the Company intends to accumulate funds over a period in excess of two years for any purposes.

   15. To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principal amounts and interest of any person, firm or company or the dividends or interest of any securities, including (without prejudice to the generality of the foregoing) any company which is the Company’s holding company or a subsidiary or associated company.

   16. To draw, accept, make, endorse, discount, execute, issue and negotiate bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.

   17. To insure the property of the Company against any foreseeable risk in its full value and take out other insurance policies to protect the Company when required.

   18. To insure any or all of the Directors against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, provided he or she acted in good faith and in the performance of his or her functions as charity trustee (as defined in the Charities Act, 2009).

   19. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.

   20. To adopt such means of making known the products and/or services of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and via the internet and by granting prizes, rewards and donations.

   21. To maintain, improve or provide public amenities including recreational facilities, childcare, public health, home, welfare and youth facilities generally.

   22. To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Main Object and to obtain from any such government or authority any rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

   23. To enter into a partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture, reciprocal concession or otherwise with any person, company, society, trust or other partnership whose objects are solely charitable, carrying on or engaged in, or are about to carry on or engage in, any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and which prohibits the distribution of income and assets to at least as great a degree as the Company by virtue of Clause 6 hereof and to guarantee the contracts of, otherwise assist any such person, company, society, trust or other partnership, and to take over or otherwise acquire shares, stock, debentures, or debenture stock and securities 5 of any such person, company society, trust or other partnership, and to sell, hold, reissue with or without guarantee or otherwise deal with same.

   24. To procure the registration or incorporation of the Company in or under the laws of any place outside Ireland.

   25. To pay all expenses of and incidental to the incorporation and establishment of the Company.

   26. To carry on alone or in conjunction with others any other trade of business which may in the opinion of the Directors be advantageously carried on by the Company in connection with or as ancillary to any of the above businesses or the general business of the Company in pursuance of the Main Object.

   27. To found, subsidise, and assist any charitable funds, associations or institutions calculated to promote or assist the Main Object.

   28. To establish and maintain links with international and national organisations having similar objectives.

   29. To do all such other lawful things as the Company may think incidental and conducive to the foregoing Main Object.

   30. To do all or any of the things and matters aforesaid in any part of the world and as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

   PROVIDED THAT:

   1. in case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law having regard to such trusts;

   2. nothing hereinbefore contained shall be construed as including in the purposes for which the Company has been established any purposes which are not charitable according to law.

6. Income and Property

   1. The income and property of the Company shall be applied solely towards the promotion of Main Object(s) as set forth in this Constitution. No portion of the Company’s income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Company.

   2. No Director shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth 6 from the Company. However, nothing shall prevent any payment in good faith by the Company of:

      1. reasonable and proper remuneration to any member or servant of the Company (not being a Director) for any services rendered to the Company;

      2. interest at a rate not exceeding 1% above the Euro Interbank Offered Rate (Euribor) per annum on money lent by Directors or other members of the Company to the Company;

      3. reasonable and proper rent for premises demised and let by any member of the Company (including any Director) to the Company;

      4. reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the Company;

      5. fees, remuneration or other benefit in money or money’s worth to any company of which a Director may be a member holding not more than one hundredth part of the issued capital of such company.

      6. Nothing shall prevent any payment by the Company to a person pursuant to an agreement entered into in compliance with section 89 of the Charities Act, 2009 (as for the time being amended, extended or replaced).

7. Additions, alterations or amendments
   The Company must ensure that the Charities Regulator has a copy of its most recent Constitution. If it is proposed to make an amendment to the Constitution of the Company which requires the prior approval of the Charities Regulator, advance notice in writing of the proposed changes must be given to the Charities Regulator for approval, and the amendment shall not take effect until such approval is received.

8. Winding Up
   If upon the winding up or dissolution of the company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the company, but shall be given or transferred to another company whose objects are the promotion of charity and which has main objects similar to the main objects of the company, which other company also meets the requirements of paragraph (b) of section 971(1)/1180(1) of the Companies Act 2014, such company to be determined by the members of this company at or before the time of dissolution, or in default thereof by such Judge of the High Court as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to such provision, then to some charitable object. Final accounts will be prepared and submitted that will include a section that identifies and values any assets transferred along with the details of the recipients and the terms of the transfer.

9. Limited Liability
   The liability of the members is limited.

10. Undertaking to Contribute
    Every member of the Company undertakes to contribute to the assets of the Company, if the Company is wound up while he or she is a member or is wound up within one year after the date on which he or she ceases to be a member, for

    1. payment of the debts and liabilities of the Company contracted before he or she ceases to be a member, and the costs, charges and expenses of winding up; and

    2. the adjustment of the rights of the contributories among themselves,

    such amount as may be required, not exceeding €1.

11. Statement of Faith
    iMap will expect all agencies who desire to work in partnership with it in the promotion of mission in and from Ireland, to accept the following Statement of Faith as an agreed basis for our partnership in the Gospel:

    1. We believe that there is only one living and true God; who exists in three equal and eternal, yet distinct persons – Father, Son and Holy Spirit; who is the Creator and Sustainer of all things; who has graciously revealed Himself to humanity; and who acts in His Son Jesus Christ to redeem His Creation.

    2. We believe in the eternal deity and sinless humanity of the Lord Jesus Christ; his miraculous conception by the Holy Spirit and His birth of the Virgin Mary; His atoning death in our place as the only perfect sacrifice for sin offered once-for-all; His bodily resurrection and ascension; His unique position as the only mediator between God and his people; and His personal return in glory.

    3. We believe in the verbal inspiration and final authority of the Scriptures of the Old and New Testaments as originally given by God, expressing the mind of God for all of life and providing us with the only reliable guide in all matters of faith and practice.

    4. We believe in the universal sinfulness and guilt of all humanity since the fall, putting everyone under God’s wrath and condemnation. Redemption from sin and justification before God is an act of His mercy, in which sinners are pardoned for all their sins and accepted as righteous in God’s sight by grace, through faith alone in Christ alone.

    5. We believe that the Holy Spirit makes the work of Christ effective to individual sinners, enabling them to turn to God in repentance and have faith in our Lord Jesus Christ; and that the Holy Spirit indwells all those who are 8 born again producing in them an increasing likeness to Christ in character and behaviour, empowering and equipping them for witness in the world.

    6. We believe in the bodily resurrection and judgment for all, which will result in eternal joy and fulfilment for those who are saved, but eternal conscious condemnation for those who are lost.

    7. We believe that the Church is the body of Christ of which He is the head. Local churches should be a model of the universal church which is made up of all believers of all time who come from every nation, tribe, people and language which will one day be complete around God’s throne in heaven.

    8. We gladly accept the Commission of Christ to proclaim the Good News to all people, to make disciples of Christ, and to teach them to obey Him; We also accept the Command of Christ to love our neighbours, believing that this will result in service to the church and society and a desire to spread God's justice in an unjust world, until Christ comes again.