Articles of Association

Article 1 – Aims

Our aims are to: Promote and facilitate the construction of verifiable low energy buildings based on the Passive House concept.

Article 2 – Purpose

Mission Statement: Promote and develop a strong identity, understanding and demand for the Passive House concept.

Our Objectives are to:

  1. Demonstrate the attainment of NZEB (newbuild and retrofit) through Passive House combined with appropriate renewables.
  2. Facilitate the development of cost-effective components for use in passive house construction.
  3. Promote an understanding and awareness of the Passive House concept and its methodology of maintaining a comfortable interior environment in the absence of traditional heating or cooling systems.
  4. Promote excellence in construction standards and an awareness to the importance of quality in all aspects of construction.
  5. Educate the relevant professionals, disciplines and trades in the passive house concept.
  6. Lobby government and public bodies.
  7. Contribute to the reduction in demand for fossil fuels and Irish carbon footprint.
  8. Forge relations with like minded organisations interested in the passive house concept.
  9. Facilitate networking and information among other interested Parties.
  10. Promote the interest of its members.
  11. Facilitate the development of cost-effective components for use in passive house construction

Article 3 – Membership

  • Membership of the PHAI is open to any individual, group or company supporting the aims and objectives of the Association.
  • Members are admitted to PHAI on receipt of written application and acceptance by the Executive.
  • Members are admitted to PHAI on receipt of a written application and by acceptance of the Executive.
  • Members of the Executive can avail of individual membership fee waiver in recognition of time contributed in lieu of fees.
  • Membership structure will be as follows and will entail an annual subscription with voting rights:
    • The overall decision-making body of the association will be the membership, who will have such opportunity at the AGM conference.
    • The association year will follow the calendar year with all dues to be paid in December of the coming year. These can be accompanied with motions for the conference and proposals for membership of the Executive.
    • Delegates to the conference will be in accordance with voting rights and decisions on motions will be a simple majority show of hands. Election to the management committee will be by secret ballot at the conference.
    • Members may resign from membership at any time by notifying the Secretary of the Executive in writing or their membership may be terminated by the decision of a quorum of the Executive at any time by notice in writing.
    • Only two members of a corporate body shall be eligible to hold positions on the Executive of the Association.

Article 4 – Executive

  • The Association shall be managed by an Executive, which will consist of at least nine and not more than fifteen people. Eight members of the Executive to be proposed and elected by the members of PHAI. The chairperson of each of the subgroups of PHAI will automatically become a member of the Executive. Vacancies on the Committee shall be filled by co-option.
  • Executive members missing two consecutive meetings and attending less than 66% of meetings will not be eligible for re-election.
  • All positions on the Committees are voluntary (no fee) basis with an obligation to meet quarterly.
  • More regular meetings of the Executive will be necessary to ensure progress of the Association’s goals is continuous.
  • The committee will consist of the following officers: chairman, secretary, joint treasurers, and development officer/PRO. Duties carried out by holders of these positions to be subject to fees and expenses in accordance with the resources and progress of the association. These to be endorsed by the membership at AGM Conference.
  • The day to day running of the organisation, to be carried out by whatever fully employed staff the PHAI can support and require, plus the executive.
  • At each Annual General Meeting at least one of the eight elected positions is to be made available for an open election. A retiring Executive member may stand for re-election.
  • Nominations for a Executive position must be made to the Secretary of PHAI at least 14 days before the General meeting.
  • Executive meet following the AGM. The maximum term as one of the officers of PHAI to be three years. At the end of three years, the Executive member may stand for election to another position on the Executive.
  • The Executive may co-opt people onto the committee on a temporary basis in order to provide specialist expertise.
  • The Committee may from time to time establish sub-committees for the purpose of pursuing specific projects of the Association vested with agreed Terms of Reference. Membership of such sub-committees may be drawn from the members or by co-option of suitable persons from outside the Association.
  • The structure of the Executive can be changed by vote at the association AGM if necessary.
  • Executive decisions are taken by simple majority. Student members do not have the right to cast a vote at General Meetings.
  • Student members do not have the right to be nominated to or assume positions on the Executive.

Article 5 – Annual General Meeting/ Conference

  • The PHAI shall hold a General Meeting of the members not later than the last day of January each year. This to be combined with a conference and information exchange.
  • The AGM will fulfill same:
    • Determine the general policy of PHAI
    • Elect the members of the Executive
    • Approve the annual report, the accounts, the budget and the working plan
    • Modify the constitution
    • Dissolve the association
  • The Secretary shall give at least 30 days notice of the meeting and invite agenda items. The Management Committee shall decide on the Meeting Agenda. During the meeting only the points of the agenda can be discussed, except if the participants of the meeting unanimously agree to modify the agenda.
  • An Extraordinary Meeting may, at any time, be convened by the Executive, or by notice given to the Secretary in writing, signed by at least 10% of the members of the Association and stating the object of the meeting. At least 21 days notice in writing shall be given to the members of an Emergency General Meeting.
  • The quorum for any AGM shall be 15% of members. If this quorum is not reached a second meeting, at least one month later must be set up. This is valid however high the number of members present is.
  • In the event of the Chairperson being unable to attend the Vice-Chairperson or other ordinary members of the elected Executive members to act as Chair for the meeting.
  • The Chair shall have the right to exercise a casting vote as well as an ordinary vote.
  • The Secretary shall cause the proper minutes of all proceedings and decisions to be made.
  • Decisions at General Meetings will be taken by a simple vote.
  • Decisions taken during a General Meeting in conformity with the articles are regarded as decisions of the Association and bind all members present or not.
  • In the event of the dissolution of the Association the assets will be transferred to any organisation of similar aims and objectives.

Article 6 – Executive Meetings

  • The Executive manages the Association and is the competent for all matters except those reserved to the General Meetings. The Executive shall meet at least bi monthly.
  • In the event of the Chairperson being unable to attend the Vice-Chairperson or other ordinary members of the elected Executive members to act as Chair for the meeting.
  • The Chair shall have the right to exercise a casting vote as well as an ordinary vote.
  • No business shall take place unless a quorum is present. A quorum consist of no less than 5 members of the Executive.
  • The Secretary shall cause the proper minutes of all proceedings and decisions to be made and circulated to the Executive members.

Article 7 – Funds

  • The funds of the PHAI shall consist of:
    • Monies received from Subs
    • Monies received by way of funds raised
  • Passive House Association of Ireland as a limited company by guarantee.
  • There shall be at least two directors of the PHAI. The named members of the Company to be seven members by the Executive.
  • The Executive to be responsible for the appointing of Auditors of the Association and accepting the accounts of the Association.
  • The Treasurers to arrange the auditing of the Annual accounts and for the submission of the audited accounts to CRO.
  • The Secretary to be responsible for notify the CRO of changes in Directorship or named Members.

Article 8 – Accounts

  • The books of account of the PHAI shall be kept by the joint Treasurers for the purpose of the reparation of the annual income and expenditure account and balance. Also for the purpose of presentation at the AGM for approval and signing off.
  • The accounts shall be open to all members of the Executive at all times.
  • The Treasurer will arrange for the annual accounts of the Association to be prepared and available for inspection by members of the Association by arrangement.
  • A bank account in the name of the Passive House Association of Ireland shall be opened and payments shall be authorised by no fewer than two members of the Executive one being one of the join Treasurers.
  • The accounts of each sub group to be kept and managed by the Treasurers.

Article 9 – Executive Authority

The executive shall have the power to:

  • Select members to positions of the executive
  • Manage the business and finances of the Association
  • Ratify membership of the Association
  • Collect Subscription from Members
  • Collect monies from fundraising and sponsorships
  • Allocate budgets
  • Employ people and enter into contracts
  • Hold meetings
  • Sanction members who may not be abiding by the rules and principles of the Association
  • Sanction the formation of sub groups
  • Setup working groups within the executive
  • Select or call on outside people for expertise in require fields
  • Select change to the constitution of the Association

Article 10 – Sub-Groups

  • Any Member may propose the establishment of a new sub-group, if there are 4 or more members interested in the proposed sup-group.
  • Only the executive has the power to sanction the formation of a sub-group. Establishment of such sub-group must be notified to all members.
  • Only members of PHAI (excluding students) may be members of a sub-group. Members elected to the sub-group will be notified by the Secretary of Administrator.
  • Sub-groups must operate under the strict guidance or terms of reference of the .executive. If these terms are not adhered to the executive may require the sub-group to be dissolved.
  • The sub-group must elect a Chairperson from the members of the sub group who will be the sub group’s representative on the sub group at executive meetings. The Chairperson will act as a spokesperson for the sub-group in interaction with the media and all relevant bodies.
  • Appoint a secretary to minute all meetings and retain these minutes. The minutes to be circulated to members of the both sub-group and executive.
  • A sub-group may forma sub-group to manage a specific task.
  • All positions in a sub group other than a person appointed for specific professional advice are voluntary.
  • Appoint professional advice to sub-groups from within or externally.
  • The budget for each sub-group to be allocated by the executive. each year. All expenses to be receipted by the PHAI Treasurer. If budget is not spent it mat be rolled on or reallocated. This decision lies with the executive.
  • The sub-group may raise funds from membership by levies, sponsorship or organised events. All raised funds to be transferred to the PHAI Treasurer who will hold funds specifically for that sub-group.
  • In the event of funds been surplus on the dissvolement of the sub-group all remaining funds will transfer to the bank account of the PHAI.
  • All decisions of the sub-group are by simple majority one member one vote.
  • Individual members do not have the right to cast a vote at sub group meetings.
  • Individual members to not have the right to be nominated to or assume the office of chairperson of a sub-group.