NOTICE OF EXTRAORDINARY GENERAL MEETING

An EGM will take place on Friday 10th January 2020 at 7pm. Full details can be viewed below.

(2nd December 2019)

TO: All Members (i)  of the Association of Irish Racehorse Owners [“AIRO”] 
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WE, the Council of AIRO, Hereby Call (ii)  for and give Notice (iii) of an Extraordinary General Meeting of AIRO to be held in the ITBA premises at Greenhills, Kill, County Kildare, on Friday 10th January 2020 at 7pm to consider and if thought fit approve the following Resolution(s):
1. THAT AIRO do promote the establishment forthwith of a newly incorporated Irish company limited by guarantee (iv) to be a successor entity to AIRO as regards its activities and operations (v) [“AIRO CLG”].
2. THAT AIRO CLG shall, save as may otherwise be so required or provided by company law, have or adopt the same or substantially the same name, objects, membership provisions and rules in its Constitution as apply at the date of this Notice under the AIRO Constitution.
3. THAT the members of AIRO who have paid their AIRO subscription for 2020 shall, following the establishment of AIRO CLG, have their subscription credited to AIRO CLG and thereafter be registered as members of AIRO CLG (vi). 
4. THAT the first subscribers to AIRO CLG shall be as determined by the AIRO Council (vii).
5. THAT AIRO CLG shall commence its activities and operations, as a successor entity to AIRO, at such date as may be determined by the Council of AIRO (viii) [“Commencement Date”].
6. THAT AIRO shall as and from the Commencement Date cease to carry on its activities and operations other than for the purpose of winding itself down in an orderly manner.
7. THAT the business of the AIRO Annual General Meeting to be held on or before end March 2020 shall be confined to consideration of the annual report and financial statements made up to 31st December 2019 (ix) .

SIGNED: ___________________     
       Aiden Burns – AIRO Manager
      at the direction of the Council of AIRO

Explanatory Notes
 i Members who are registered as such with AIRO as of date of issue of this Notice.

 ii The Council of AIRO is empowered under Rule 10 of the AIRO Constitution to call for an Extraordinary General Meeting of members. 

 iii Under Rule 10 of the AIRO Constitution not less than 28 days’ Notice is required to be given of an Extraordinary General Meeting.

 iv A company limited by guarantee without a share capital as established in accordance with Part 18 of the Companies Act 2014. 

 v It would appear that prior to the establishment of AIRO a company called “Association of Irish Race Horse Owners Limited”, being a company limited by guarantee not having a share capital and which existed from 1981 until its dissolution (by strike off) in 2003, acted as the representative body for race horse owners in Ireland. 

 vi Under the Constitution of AIRO CLG each member will give a “guarantee” at large for the debts of the company up to a fixed amount, and which amount will be stated in the Constitution as being €1 (one euro).

 vii The first subscribers are the persons required under Part 18 Chapter 2 of the Companies Act 2014 for incorporation purposes to sign the Constitution of the CLG.

 viii It is envisaged that, subject to the within Resolutions being adopted, the Commencement Date will be sometime in late February 2020.
  ix With the cessation of AIRO, the other business of the AGM as specified in Rule 10(c) of the AIRO Constitution (as to elections, auditors, rules, motions etc.) falls away as having no purpose.