Charities Act 2009

SCHEDULE 1

Charities Regulatory Authority

1. (1) The Authority shall be a body corporate with perpetual succession and an official seal and shall have power to sue, and may be sued, in its corporate name, and shall, with the consent of the Minister and the Minister for Finance have power to acquire, hold and dispose of land or an interest in land, and shall have power to acquire, hold and dispose of any other property.

(2) The seal of the Authority shall be authenticated by—

( a) the signatures of 2 members of the Authority, or

( b) the signatures of both a member of the Authority and a member of the staff of the Authority,

authorised by the Authority to act in that behalf.

(3) Judicial notice shall be taken of the seal of the Authority and any document purporting to be an instrument made by, and to be sealed with the seal of, the Authority shall, unless the contrary is shown, be received in evidence and be deemed to be such instrument without further proof.

2. (1) The Authority shall consist of not less than 9 and not greater than 20 members, of whom not less than 3 shall be persons, each of whom—

( a) hold or formerly held judicial office in the Superior Courts, or

( b) are barristers or solicitors of not less than 10 years standing.

(2) The members of the Authority shall be appointed by the Minister, with the approval of the Government.

(3) The chairperson of the Authority shall be appointed by the Minister from among the members of the Authority.

(4) The Minister shall, in so far as is practicable, endeavour to ensure that among the members of the Authority there is an equitable balance between men and women.

(5) The Minister shall, in appointing the members of the Authority, ensure that among those members there are persons who have knowledge of, and expertise in relation to—

( a) the law relating to charities,

( b) the keeping of accounts by, and the funding of, charitable organisations, and

( c) the management of charitable organisations.

(6) A member of the Authority shall hold office for such period, not exceeding 5 years from the date of his or her appointment, as the Minister shall determine.

(7) Subject to subparagraph (8), a member of the Authority whose term of office expires by the efflux of time shall be eligible for reappointment to the Authority.

(8) A person who is reappointed to the Authority in accordance with subparagraph (7) shall not hold office for periods the aggregate of which exceeds 10 years.

3. (1) A member of the Authority may resign from office by giving notice in writing to the Minister of his or her resignation and the resignation shall take effect on the day on which the Minister receives the notice.

(2) The Minister may at any time remove from office a member of the Authority if, in the Minister’s opinion, the member has become incapable through ill-health of performing his or her functions, or has committed stated misbehaviour, or his or her removal appears to the Minister to be necessary for the effective performance by the Authority of its functions.

(3) A member of the Authority shall cease to be qualified for office and shall cease to hold office if he or she—

( a) is adjudicated bankrupt,

( b) makes a composition or arrangement with creditors,

( c) is sentenced by a court of competent jurisdiction to a term of imprisonment,

( d) is convicted of any indictable offence in relation to a company,

( e) is convicted of any indictable offence in relation to a charitable organisation or charitable trust,

( f) is convicted of an offence involving fraud or dishonesty, whether in connection with a company or not, or

( g) is the subject of an order under section 160 of the Companies Act 1990.

(4) A member of the Authority shall, subject to the provisions of this Act, hold office upon such terms and conditions (including terms and conditions relating to remuneration and allowances) as may be determined by the Minister, with the consent of the Minister for Finance.

4. (1) If a member of the Authority dies, resigns, ceases to be qualified for office and ceases to hold office or is removed from office, the Minister may appoint a person to be a member of the Authority to fill the casual vacancy so occasioned in the same manner as the member of the Authority who occasioned the casual vacancy was appointed.

(2) A person appointed to be a member of the Authority pursuant to subparagraph (1) shall hold office for that period of the term of office of the member who occasioned the casual vacancy concerned that remains unexpired at the date of his or her appointment and shall, subject to paragraph 8, be eligible for reappointment as a member of the Authority on the expiry of the said period.

(3) The chairperson and ordinary members of the Authority shall be paid by the Authority such remuneration and such allowances for expenses as the Minister may, with the approval of the Minister for Finance, determine.

5. (1) The Authority shall hold such and so many meetings as may be necessary for the due fulfilment of its functions.

(2) The Minister shall fix the date, time and place of the first meeting of the Authority.

(3) At a meeting of the Authority—

( a) the chairperson of the Authority shall, if present, be the chairperson of the meeting, or

( b) if and so long as the chairperson of the Authority is not present or if that office is vacant, the other members of the Authority who are present shall choose one of their number to be chairperson of the meeting.

(4) Every question at a meeting of the Authority shall be determined by a majority of the votes of the members of the Authority present and voting on the question, and, in the case of an equal division of votes, the chairperson shall have a second or casting vote.

(5) Subject to subparagraph (7), the Authority may act notwithstanding one or more vacancies among its members.

(6) Subject to the provisions of this Act, the Authority shall regulate its procedure by rules or otherwise.

(7) The quorum for a meeting of the Authority shall, unless the Minister otherwise directs, be 5.

6. (1) The Authority may establish committees, consisting in whole or in part of persons who are members of the Authority, to—

( a) assist and advise it in relation to the performance of any or all of its functions, and

( b) perform such functions of the Authority as may stand delegated to them under paragraph 7.

(2) In appointing members of a committee established under this paragraph, the Authority shall—

( a) have regard to the range of qualifications and experience necessary for the proper and effective discharge of the functions of the committee,

( b) have regard to the desirability of there being such balance between men and women on the committee as is appropriate.

(3) There may be paid by the Authority to members of a committee established under this paragraph such allowances for expenses (if any) incurred by them as the Authority may, with the consent of the Minister and the Minister for Finance, determine.

(4) A member of a committee established under this paragraph may be removed from office at any time by the Authority.

(5) The acts of a committee shall be subject to confirmation by the Authority, unless the Authority otherwise determines.

(6) The Authority may determine the terms of reference and regulate the procedure of a committee established under this paragraph.

(7) The Authority may appoint a person to be chairperson of a committee established under this paragraph.

(8) A committee shall provide the Authority with such information as the Authority may from time to time require, in respect of its activities and operations, for the purposes of the performance of the functions of the Authority.

(9) The Authority may at any time dissolve a committee established under this paragraph.

7. The Authority may, with the consent of the Minister, delegate such one or more of its functions as it considers appropriate to a committee established under paragraph 6.

8. (1) Where a member of the Authority, a member of a committee established under paragraph 6 or the chief executive is—

( a) nominated as a member of Seanad Éireann,

( b) elected as a member of either House of the Oireachtas or to be a representative in the European Parliament, or

( c) regarded pursuant to Part XIII of the Second Schedule to the European Parliament Elections Act 1997 as having been elected to that Parliament,

he or she shall thereupon cease to be a member of the Authority, the committee concerned or chief executive, as the case may be.

(2) Where a member of the staff of the Authority is—

( a) nominated as a member of Seanad Éireann,

( b) elected as a member of either House of the Oireachtas or to be a representative in the European Parliament, or

( c) regarded pursuant to the said Part XIII as having been elected to that Parliament,

he or she shall thereupon stand seconded from employment by the Authority and shall not be paid by, or be entitled to receive from, the Authority any remuneration or allowances in respect of the period commencing on such nomination or election, or when he or she is so regarded as having been so elected (as the case may be), and ending when such person ceases to be a member of either such House, a representative in such Parliament.

(3) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein or who is a representative in the European Parliament shall, while he or she is so entitled or is such a representative, be disqualified for being a member of the Authority, a committee established under paragraph 6, the chief executive or a member of the staff of the Authority.

(4) A period mentioned in subparagraph (2) shall not, for the purposes of any superannuation benefit, be reckoned as service with the Authority.

9. (1) Where at a meeting of the Authority any of the following matters arise, namely—

( a) an arrangement to which the Authority is a party or a proposed such arrangement, or

( b) a contract or other agreement with the Authority or a proposed such contract or other agreement,

then, any member of the Authority present at the meeting who otherwise in his or her capacity as such member has a material interest in the matter shall—

(i) at the meeting disclose to the Authority the fact of such interest and the nature thereof,

(ii) neither influence nor seek to influence a decision to be made in relation to the matter,

(iii) absent himself or herself from the meeting or that part of the meeting during which the matter is being discussed,

(iv) take no part in any deliberation of the Authority relating to the matter, and

(v) not vote on a decision relating to the matter.

(2) Where a material interest is disclosed pursuant to this paragraph, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the member by whom the disclosure is made shall not be counted in the quorum for the meeting.

(3) Where at a meeting of the Authority a question arises as to whether or not a course of conduct, if pursued by a member of the Authority, would constitute a failure by him or her to comply with the requirements of subparagraph (1), the question may, subject to subparagraph (4), be determined by the chairperson of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(4) Where, at a meeting of the Authority, the chairperson of the meeting is the member in respect of whom a question to which subparagraph (3) applies falls to be determined, then the other members of the Authority attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned.

(5) Where the Minister is satisfied that a member of the Authority has contravened subparagraph (1), the Minister may, if he or she thinks fit, remove that member from office and, in case a person is removed from office pursuant to this subparagraph, he or she shall thenceforth be disqualified for membership of the Authority.

10. (1) Where a member of the staff of the Authority has a material interest, otherwise than in his or her capacity as such a member, in any contract, agreement or arrangement, or proposed contract, agreement or arrangement, to which the Authority is a party, that person shall—

( a) disclose to the Authority his or her interest and the nature thereof,

( b) take no part in the negotiation of the contract, agreement or arrangement or in any deliberation by the Authority or members of the staff of the Authority in relation thereto, or

( c) neither influence nor seek to influence a decision to be made in the matter nor make any recommendation in relation to the contract, agreement or arrangement.

(2) Subparagraph (1) shall not apply to contracts or proposed contracts of employment of members of the staff of the Authority with the Authority.

(3) Where a person contravenes this paragraph the Authority may make such alterations to the person’s terms and conditions of employment as it considers appropriate or terminate the person’s contract of employment.

11. (1) A person shall not disclose confidential information obtained by him or her while performing functions as—

( a) a member or member of the staff of, or an adviser or consultant to, the Authority, or a member of the staff of such adviser or consultant, or

( b) a member of a committee established under paragraph 6,

unless he or she is duly authorised by the Authority to so do.

(2) A person who contravenes subparagraph (1) shall be guilty of an offence.

(3) In this paragraph “confidential information” includes—

( a) information that is expressed by the Authority to be confidential either as regards particular information or as regards information of a particular class or description, and

( b) proposals of a commercial nature or tenders submitted to the Authority by contractors, consultants or any other person.