Irish Health Trade Association Constitution

1. Names & Definitions

Name: The name of the Association shall be: Irish Health Trade Association

Health Products: For the purpose of this document, the term "Health Products" shall be taken to refer to:

(i) Herbal, Homeopathic and Allied Products.
(ii) Nutritional, Health Promotion and Food Supplements.
(iii) Natural Cosmetics and Toiletries.
(iv) Wholefoods, including Organic Foods.
(v) Products or Services allied to or supportive of Categories to (i) to (iv).

2. Objectives

The objectives of the Association are

(i) To promote the production and sale of health products in a responsible manner.

(ii) To promote and protect the general interest of members and of the health industry, which interests should by definition be commensurate with the common good.

(iii) To represent the interests of members as they are affected by legislation both at National, European and Global level.

(iv) To achieve statutory recognition for health products and State support for their value and potential contribution to public health.

3. Membership, Subscription and Voting rights

Membership of the Association shall be divided into two categories; (a) Full Membership, (b) Associate Membership.

Full Membership shall be open to parties involved in the manufacture, importation and wholesale distribution within the health trade in Ireland on, a sole trader, partnership, limited company or corporate group basis. Associate Membership shall be open to parties involved in or supporting the health trade at home or abroad. Application for membership should be addressed to the Council whose decision on applications shall be final.

Members shall pay the Association on election, and as called upon in every subsequent year an annual subscription for their category of Membership, which shall be determined by the Council from time to time. Paid up members shall be described as "members in good standing".

Associate members can nominate full members for election to Executive Council. Voting at all Meetings shall be confined to Full Members in good standing and each Member shall have one vote and may be represented by a nominated official or by proxy.

4. Cessation of Membership

A member shall cease to be a member:

(i) If the member ceases to be engaged in the industry.

(ii) If the member resigns giving one month's notice in writing to that effect.

(iii) If the member becomes or is declared bankrupt.

(iv) If the annual membership subscription shall not have been paid within three months of becoming due and demanded.

(v) If the Council having received a complaint against a member and after hearing the members response to the complaint vote by not less than two thirds of those present, the Member may be suspended or expelled from Membership by virtue of the nature of the complaint, as the Council may decide.

(vi) When membership ceases by reason of either resignation, suspension or expulsion, the member shall not be entitled to repayment of any part of the annual subscription and shall be liable for all money due to the Association.

5. Meetings of Members

Meetings of Members may be held from time to time at the discretion of Council. An Annual General Meeting (AGM) shall be held once in every calendar year and not more than fifteen months after the date of the preceding AGM. A minimum notice period of 42 days shall be given together with a call for motions. All proposals, motions for agenda and nominations must be submitted to Council within 21days of the date of the meeting. All relevant papers will be collated and distributed to members 14 days before the AGM.

An Extraordinary General Meeting (EGM) may be called at the discretion of the Council, or by the Council if two thirds of the full members in good standing so request. Not less than 14 days notice in writing, shall be given specifying the purposes of the meeting and the business to be transacted.

6. Executive Council & Officers.

The Association’s affairs shall be managed by an Executive Council (hereinafter referred to as the Council) comprised of up to nine members.

While Council members represent their Companies the focus of all Executive decision making must embody as paramount the interests of the Association and it’s members. 

Council members hold office from AGM to AGM with each member eligible for re-election by self nomination to serve a continuous two year term.
After two years service Council members can be re-elected further to membership nomination and voting. 

Election to Council shall be by simple majority vote conducted by a secret ballot.

Voting on proposed nominees for membership of the Council shall be by secret ballot (ballot papers to have all nominations included and an ‘X’ or ‘tick’ marked against the names chosen). Election to the Council shall be on the basis of the highest number of votes received.  In the event of a tie for the last seat or seats a second voting will take place with the drawn members name only being involved. In the further event of a draw then the members of the outgoing Council only shall vote.  

Each Full Member shall have one vote for each vacant Council seat. Only members in good standing can be nominated for membership of the Council.
No member can have more than one person from their corporate/partnership or group elected to Council.    

The Council shall choose from amongst their number members to act as Chairman, and Treasurer, and any other designated Officer which the Council may from time to time deem necessary.

Council may co-opt any member to fill a vacancy that arises during the year however only full members co-opted can have voting rights.

Council may appoint a President to represent the Association as necessary and if the President is not already a Member of Council then Council shall ensure that the President is kept current on Association affairs.

A quorum of four members is required for a meeting of the Council and a simple majority is required for any decisions taken.  

Council may appoint a Committee or Sub-Committee to fulfil such tasks it deems necessary and may nominate specialist(s) who may or may not be a member(s) to any Committee or Sub-Committee as it considers appropriate.

 7. Indemnity of Executive Council, Officers, Committee(s) and Sub- Committee(s)

Every Officer of the Association for the time being shall be indemnified out of assets of the Association against any liability incurred by him/her in the conduct of his/her duties as an Officer of the Association save that such indemnity shall not apply in the case of criminal act, fraud, gross negligence or acts undertaken by such parties in excess of their authority. In the event that the assets of the Association are unable to meet the level of indemnity required the liability shall pass to the members, proportional to each member's annual contribution to membership of the Association.

8. Conduct of General Meetings

The Chairman shall preside at meetings of Members, or in his absence the members shall nominate a member to act as Chair. A Quorum shall be present if one quarter of the Full Members shall be represented. No business shall be transacted unless a quorum is present. If no quorum is present, the meeting shall stand adjourned to a date to be advised which shall be not more than 60 days from the date of adjournment. If a quorum is not present at the reconvened meeting then those present shall constitute a quorum.

9. Annual Report & Accounts

The Council shall present at the AGM a Report to the members which shall include Accounts of the Association showing (a) the income & expenditure (b) the assets and liabilities of the Association. An honorary auditor appointed by members at the AGM will independently inspect the financial affairs of the Association and produce a report for the AGM

10. Alteration of Constitution

The Constitution may be altered by resolution carried by two thirds majority of eligible voters present at a general meeting, called by a notice specifying the proposed alteration. No amendments other than minor amendments of wording may be put unless 14 days notice shall have been given of such amendments.

11. Termination

The Association may be terminated by resolution carried by a two thirds of Full Members in good standing and attending an E.G.M. specifically called for this purpose. Upon termination any surplus funds will be returned to members.

12. Code of Practice

The Code of Practice of the Association forms an integral part of the Constitution.