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Portobello Community Incorporated Rules (as adopted 8 September 2003 & amended 21 June 2005) |
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1. |
Name of Society |
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1.1 |
The name of the Society shall be “Portobello Community Incorporated”, herein referred to as “the Society”. |
2. |
The Objects of the Society |
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2.1 |
The Objects of the Society are: (a) To conduct activities and programmes which will enhance Portobello as a great place to live, work and visit and to acknowledge the heritage of the Portobello area; (b) To raise funds for the Society by means such as membership subscriptions, donations, grants, sponsorship and fundraising activities; (c) To invest the funds of the Society in such a way as the Committee may think fit and to operate bank accounts for the said funds; (d) To utilise the funds of the Society only in pursuit of these objects and consistent with these Rules; (e) To liaise with local bodies and other parties in promoting the objects of the Society; (f) To be a non-profit organisation; and (g) To do such things as are incidental or conducive to the attainment of the aforementioned objects. |
3. |
Membership |
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3.1 |
The Society shall be open to any person over the age of 16 who resides, works or participates in the Portobello Community. |
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3.2 |
Applications for membership shall be submitted in writing to the Secretary who shall approve all persons who apply for membership under the “resides” or “works” categories. |
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3.3 |
Applications for membership under the category “participates in the Portobello Community” shall be considered by the Committee. |
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3.4 |
All members agree to abide by the Rules of the Society. |
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3.5 |
The Secretary shall maintain a Register of members. |
4. |
Cessation of Membership |
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4.1 |
A person shall cease to be a member of the Society if they: (a) submit their resignation in writing to the Secretary; (b) cease to reside, work or participate in the Portobello Community; (c)
fail to pay their annual subscription on or before 30 June in the
year it is due; or (d)
are expelled under rule 15. |
5. |
Membership Subscription |
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5.1 |
The annual membership subscription shall be $5.00 or such other amount subsequently determined by a General Meeting. |
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5.2 |
The annual subscription shall be due and payable by each member on joining the Society and on 31 March each year. |
6. |
Annual General Meeting and General Meetings |
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6.1 |
The Annual General Meeting of the Society shall be held no later than 30 June each year at a date, time and place to be determined by the Committee. The business of the meeting shall be to receive the Annual Report, Statement of Accounts and Balance Sheet for the preceding financial year, to elect and appoint office bearers for the ensuing year, to consider and deal with motions on notice and to consider any general business. |
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6.2 |
General Meetings shall be held as determined by the Committee or when requested in writing to the Secretary by not less than 25% of the members stating shortly the matter or matters to be discussed. |
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6.3 |
Notice of the Annual General Meeting and General Meetings shall be given to all members by the Secretary no later than 7 days prior to the meeting. |
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6.4 |
The Annual General Meeting and General Meetings shall determine all matters on notice on the agenda. Decisions so made shall be binding on all members. Any resolutions arising out of general business, the substance of which was not notified on the agenda, shall be dealt with as recommendations to the Committee. |
7. |
Officers |
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7.1 |
The Officers of the Society shall be: (a) the Chairperson; (b) the Secretary; and (c) the Treasurer. who shall be elected annually by and from the members of the Society. |
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7.2 |
The Chairperson shall: (a) Attend and chair all General Meetings and meetings of the Committee; (b) Act as public spokesperson for the Society; (c) Upon confirmation, sign the minutes of meetings; (d) Perform such other duties as determined by a General Meeting or the Committee. In the absence or unavailability of the Chairperson, a meeting may appoint a member present to chair the meeting. |
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7.3 |
The Secretary shall: (a) Convene and attend all General Meetings and meetings of the Committee; (b) Keep minutes of meetings; (c) Attend to correspondence on behalf of the Society; (d) Maintain a Register of members of the Society; (e) Perform such other duties as determined by a General Meeting or the Committee. In the absence or unavailability of the Secretary, a meeting may appoint a member present to perform the duties of the Secretary at the meeting. |
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7.4 |
The Treasurer shall: (a) Attend all General Meetings and meetings of the Committee; (b) Collect and account for all membership subscriptions and other moneys payable to the Society and bank the same to the credit of the Society’s bank account(s); (c) Disburse the moneys of the Society under the authority of the Committee; (d) Keep proper accounts of the financial affairs of the Society; (e) Submit accounts payable by the Society for the approval of the Committee before payment; (f) Report to each meeting of the Committee the state of the Society’s finances; (g) As soon as practicable after the close of each financial year, prepare and submit to audit the Statement of Accounts and Balance Sheet for the year and present same to the Annual General Meeting. (h) Perform such other duties as determined by a General Meeting or the Committee. |
8. |
Committee |
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8.1 |
There shall be a Committee of the Society which shall consist of the Officers and eight Committee Members elected annually by and from the members of the Society. |
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8.2 |
The Committee shall have power to conduct all the affairs of the Society other than the power to set subscriptions and to alter these Rules. |
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8.3 |
The Committee shall meet whenever it so determines, when requested in writing to the Secretary by not less than 3 members of the Committee stating shortly the matter or matters to be discussed or upon the direction of a General Meeting. Any member of the Society may attend and speak at a meeting of the Committee. |
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8.4 |
The Committee shall determine its own method of operating and may establish sub-committees and co-opt members to those sub-committees. |
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8.5 |
The Committee shall interpret these Rules when required. |
9. |
Terms of Office |
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9.1 |
The Officers and Committee Members shall hold office from the declaration of the ballot at the Annual General Meeting until the declaration of the ballot at the following Annual General Meeting. |
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9.2 |
Notwithstanding clause 9.1, the inaugural Officers and Committee Members shall hold office from the declaration of the inaugural ballot by the Returning Officer until the declaration of the ballot at the following Annual General Meeting. |
10. |
Financial |
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10.1 |
The financial year of the Society shall end on 31 March. |
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10.2 |
The address of the Registered Office of the Society shall be determined by the Committee or a General Meeting. |
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10.3 |
The Common Seal of the Society shall be held by the Treasurer and shall only be affixed pursuant to a resolution of the Committee or a General Meeting. The affixing of the Seal shall be witnessed by the signatures of two members of the Committee. |
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10.4 |
The Society’s auditor shall be appointed or re-appointed at the Annual General Meeting provided that the initial appointment of an Auditor shall be made by the Committee. |
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10.5 |
The Committee shall have full authority to conduct the financial affairs of the Society, including but not limited to: (a) Opening and operating bank accounts in the name of the Society; (b) Investing the funds of the Society; (c) Approving the disbursement of the funds of the Society; (d) Applying for grants, donations and sponsorship to support the objects of the Society. |
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10.6 |
All cheques drawn on the account(s) of the Society shall be signed by two members of the Committee. |
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10.7 |
No member of the Society or any person
associated with a member shall participate in or materially influence any decision
made by the Society in respect of the payment to or on behalf of that member
or associated person of any income, benefit, or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value). |
11. |
Quorums |
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11.1 |
Quorums at all meetings held under these Rules shall be as follows: (a) The Annual General Meeting and General Meetings – not less than 8 members or their proxies (b) Committee Meetings – a majority of the members of the Committee or their proxies |
12. |
Voting |
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12.1 |
At all meetings held under these Rules, each member shall have one vote. |
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12.2 |
Any member unable to attend a meeting may appoint in writing another member to act as their proxy at the meeting. No member may hold more than 2 proxy votes. |
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12.3 |
The Chairperson shall have a deliberative vote only and in the event of a tied vote, the proposal shall be declared lost. |
13. |
Elections |
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13.1 |
A Returning Officer shall be appointed by the Committee to conduct elections under these Rules. |
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13.2 |
The Returning Officer shall make all necessary arrangements for the conduct of the elections. |
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13.3 |
The electoral system to be used in any necessary ballots shall be determined by a General Meeting. |
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13.4 |
A member may not hold more than one position on the Committee and the higher or highest office shall be determined according to the following order: (a) Chairperson; (b) Secretary; (c) Treasurer; (d) Committee Member. If a candidate is successful in more than one ballot, that candidate shall be deemed to be the successful candidate for only the higher or highest of such positions. In the counting of votes for any lower position a successful candidate for a higher position shall be the first to be eliminated from the ballot for the lower position and their votes allocated in accordance with the preference shown on such votes. |
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13.5 |
Should a vacancy occur in any position of Officer or Committee Member, the Committee may appoint a member of the Society to fill the position for the remainder of the term of office. |
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13.6 |
A Returning Officer appointed at the meeting held to first adopt these Rules (the “ratification” meeting) shall conduct the inaugural election of Officers and Committee Members as soon as practical after the incorporation of the Society. The ratification meeting shall appoint an interim Committee to hold office until the declaration of the inaugural election. |
14. |
Alteration of Rules |
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14.1 |
Subject to clause 14.2, these Rules may be altered by a General Meeting provided not less than 7 days notice of the proposed changes is provided to all members. |
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14.2 |
No addition to or alteration of the non-profit object, personal benefit clause or the winding-up clause shall be approved without the approval of Inland Revenue. The provisions and effect of this clause shall not be removed from these Rules and shall be included and implied into any rules replacing these Rules. |
15. |
Expulsion or Suspension from Membership |
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15.1 |
If the conduct of any member is alleged to be objectionable, the Committee shall, on receiving a written allegation, or may on its own initiative, take the matter into consideration and notify the member of the allegation. |
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15.2 |
If, after the member concerned has been heard, if that member so desires to be heard, and that member’s conduct is deemed by the Committee to be contrary to these Rules, or inconsistent with the character, welfare or interests of the Society, the Committee shall have the power by a majority decision, to expel or otherwise deal with the offending member, or to suspend that member for so long as the Committee shall think fit. |
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15.3 |
If such member is aggrieved by the decision of the Committee, the member may within seven days after being notified in writing thereof, appeal by notice in writing to the Secretary, and thereupon within fourteen days a Special General Meeting shall be convened, at which a report shall be presented by the Committee, the member concerned heard, and the matter determined by ballot. A majority of those valid votes cast by members present shall be required to carry any motion, either to confirm the action of the Committee or otherwise. |
16. |
Winding Up of Society
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16.1 |
The Society shall be wound up if a majority of the members present at a General Meeting convened to consider the winding up thereof, resolves that the Society be required to be wound up, and that resolution is confirmed at a subsequent meeting of members convened for that purpose and held not later than 30 days after the date on which the first resolution was passed. |
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16.2 |
At either meeting, members may also resolve to appoint a named person or persons as liquidator(s) subject to approval by any meeting of creditors required to be called. |
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16.3 |
If upon the winding up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to some other organisation or body having objects similar to the objects of this Society, or to some other charitable organisation or purpose within New Zealand as determined by a General Meeting or the Committee. |
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16.4 |
The winding up of the Society shall commence on the date specified by law or if no date is so specified, on the date which the resolution confirming the resolution to wind up, is passed. |
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