Corporate Governance

Governance & Decision-making

Below is a simple governance and decision-making structure for IrDEA to ensure the organisation can operate effectively.

This will be reviewed when the number of members in IrDEA exceeds 25.

1. Current Board of Directors

IrDEA has a Board of Directors, which currently contains two people: David Connolly (Independent Chairperson and elected until 2020) and Donna Gartland (Codema and elected until 2021).

2. AGM & New Board Members

IrDEA will hold an Annual General Meeting (AGM) each year, at which the members can nominate and elect Directors to the Board. A single term for a Director is three years.

Considering the current size of IrDEA, the maximum number of Directors is set at three. To be elected, Directors must be supported by at least half of existing members.

3. Role of the Board & Decisions On Contentious Issues

IrDEA’s daily activities are coordinated by the Board, but where a contentious issue arises, it will be brought to the members for discussion.

4. Resolving Contentious Issues

For contentious issues, the aim will be to resolve by consensus. However, where no consensus can be found, then all members will be invited to vote on a decision.

5. Voting Rights

For final decision-making, each Member and Director will be entitled to one vote. If a decision will impact the legal or economic viability of IrDEA, a Director may VETO the decision.

6. Simple Majority & Tied Votes

The result of a decision-making vote will be based on a simple majority. In the case of a tie, the Chairperson will have the casting vote.

7. Remote & In-Person Voting

Decisions can be made remotely (e.g. via email or online) or at a meeting.

8. Quorum

The quorum for a decision is a response rate of at least 50% from members.

8. Role of the Chair

Meetings of the Board and Members will be chaired by the Chairperson, or someone nominated by the Chairperson of IrDEA.

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