Waiheke Island Choral Society Committee Meeting Minutes 23 Feb 2016

Present: Ann, Susan, Phillip, Andy, Maya, Richard, Lynn, Nassai, Nicolas, Robin, Chris

1. New Zealand Choral Federation: $390 (that is $240 for membership and $150 for liability insurance)

2. Artworks: $220 deposit for fourth week of Sound of Music

3. Artworks: $120 for rehearsals in November and February.

4. Association of Choral Directors: $80 membership fee for Richard.

Our make-up lady seems to have fallen through, Maya might be doing some simple make-up

Dee to ask Auckland Choral about borrowing scores, and getting a discount to their performances

At the last meeting I mentioned a report by the legal firm of Bannister & von Dadelszen on upcoming major changes to the Incorporated Societies Act, which has not been altered substantially since 1908. The report has some specific recommendations for changes to club constitutions to bring them into compliance with the new Act. For example:

- Explicit mention that we are a not-for-profit organisation (our constitution does not state this now).

- Provision for dispute resolution

- Provision for removal of club officers

- Specification of exactly how the club can be wound up

- Requirement to take meeting minutes (yay Nassai!), and that these be available to any member

- No one can become a member against their will. (Yes, this is really a legal requirement now.)

In addition, Harrop & Hargrave, before dropping us as clients, recommended that we remove the words "audit" and "auditor" from our constitution, as these could be taken as requiring us to have a full audit of our accounts (when the law requires only an independent review).

So with those issues in mind I have drafted the attached constitution, with all changes marked in red. I also corrected one indentation error and one spelling error in the existing constitution.

Constitution

of the

Waiheke Island Choral Society, Inc.

[Amendments proposed for the Annual General Meeting on 22 March 2016 are in red.]

The purposes of the Society are entirely not-for-profit and charitable. The objects for which the Society is established are:

(ii) To provide pleasure and entertainment for the people of Waiheke Island through singing and musical performances.

(iii) To encourage and promote cultural activities for the people of Waiheke Island both within and beyond Waiheke Island.

(vi) To acquire funds and/or assets for all or any of the Society’s objects by gift, subscription or bequest or otherwise.

(vii) To undertake establish and carry out any trusts which may be incidental or beneficial to the objects of the Society or any of them.

(viii) To deal in real and/or personal property of any nature exactly as an individual owner of any such property may do. To set up premises in which to conduct any activity of the Society, and to let or hire out such premises and any chattels in them, on such terms as the Committee may decide. To mortgage or charge any property of the Society.

(ix) To invest or deposit its money in any bank or savings bank or in any investment decided upon by the Committee.

(xi) To co-operate with any other person firm or body corporate in carrying out any of the objects of the Society.

(xii) To do all such things as are incidental or conducive to the attainment of the above objects or any of them.

The membership of the Society shall be open to all persons interested in music: and in particular the promotion and development of music on Waiheke Island. There shall be the following classes of members: Ordinary members; Life members; and Patrons.

(b) The applicant may be auditioned in such manner as the Committee shall determine.

(c) If the application is approved by the Committee the applicant shall be requested in writing to pay the appropriate subscription and upon payment shall become a member of the Society. The applicant’s name shall be entered in the roll of members.

(ii) The Committee at its discretion may propose at an Annual General Meeting persons for Life membership. Such persons will not be required to pay a subscription and will hold this status until such time as they resign from the Society.

(iii) The Committee may propose persons for the position of Patron at an Annual General Meeting. Such persons must have rendered valuable service to the Society. There shall not be more than two (2) Patrons at any one time. Patrons need not have been singers in the choir. They shall be accorded free entry to any performance by the Society.

(v) No person shall become a member of the Society without that person's explicit consent.

(vi) The Secretary, or such other member as the Committee shall designate, shall maintain the roll of members.

(ii) Such member is expelled by a resolution of not less than two-thirds of those present at a meeting of the Committee.

(iii) Such member’s subscription remains unpaid for a period of 6 months from the date upon which it became overdue.

(i) The Society shall hold an Annual General Meeting in each calendar year at such time and place as the Committee shall decide but not later than 31 March.

(ii) The Society shall hold such other General Meetings as the Committee shall decide. The Committee shall call a General Meeting within thirty (30) days of the receipt of a requisition therefor signed by not less than fifteen members of the Society.

(iii) Notice of every General Meeting shall be advertised in a paper originating on the Island. If no such publication available notice shall be posted to each member. The notice shall be advertised not less than fourteen (14) days before the meeting. The accidental failure to give any such notice shall not invalidate the proceedings at any meeting.

(iv) The persons entitled to attend and vote at General Meetings shall be all Ordinary and Life members of the Society.

(a) The receipt and consideration of the Statement of Accounts and Annual Report of the President.

(b) The fixing of the amount of annual subscription for the financial year next following.

(f) Such other business as shall be submitted by the Committee or brought forward by any member present.

(vi) The business to be conducted at any other General Meeting shall be such business as shall be submitted by the Committee, or requested in any requisition of members for the calling of a meeting, or with the consent of the meeting brought forward by any member present.

(vii) The Chair of all General Meetings shall be the President, or in their absence some member appointed by the meeting.

(viii) All actions and decisions of the General Meeting shall be taken by majority vote of members present. Voting at General Meetings shall be conducted in such manner as the Chair shall determine. A poll shall be held if demanded by not less than two persons present at the meeting and entitled to vote.

(x) The Secretary, or such other member as the General Meeting shall appoint, shall record the minutes of actions and decisions taken by the General Meeting.

(xi) Members of the Society shall at all times have the right to access the recorded minutes, Statement of Accounts, financial reports, and President's reports of any General Meeting.

(ii) The Committee shall consist of the six Committee members together with the President, Vice President, Secretary and Treasurer and Conductor, ex officio.

(iii) All Officers shall be elected at the Annual General Meeting of the Society. They shall hold office until the next Annual General Meeting, unless an intervening General Meeting shall decide to alter the composition of the Committee or the Officers.

(iv) Nominations for any office shall be made in writing signed by the nominator and the persons nominated.

(v) The Committee may co-opt not more than three persons (who need not be members of the Society) to act as associate members of it, to attend its meetings and to take part in its discussions and decisions but without power to vote.

(vi) Positions which fall vacant between Annual General Meetings due to the death or resignation of any Officer (or Committee member) of the Society shall be filled by the Committee.

(vii) A quorum at a meeting of the Committee shall be four persons entitled to vote.

(viii) The Committee may determine whether or not an honorarium is to be paid to the Secretary, Treasurer and any other officer and the amount thereof.

(ix) No person shall serve as an Officer of the Society who is disqualified from doing so under currently applicable law.

The general control of the affairs and the property and funds of the Society and the ability to enter into legal obligations shall be vested in the Committee. Such Committee shall be subject to any direction given by any decision of a General Meeting.

(i) All the objects and activities of the Society shall be carried out within New Zealand, and shall be in accordance with currently applicable New Zealand law regarding Incorporated Societies and Registered Charities.

(ii) The Society may not own or have an interest of any nature in real or personal property outside New Zealand.

(iii) No member of the organisation or any person associated with a member shall participate in or materially influence any decision made by the organisation or the Committee in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever. Any such conflict of interest shall be recorded in the minutes of the meeting.

(iv) Any such income paid shall be reasonable and relative to that which would be paid in an arms-length transaction being the open market value. The provisions and effect of this clause shall not be removed from this document, and shall be included and implied into any document replacing this document.

(i) The financial year of the Society shall commence on the first day of January and terminate on the 31st day of December following.

(ii) The Treasurer or such other person as the Committee shall appoint shall prepare in the form required by the Committee and the ~~Auditor~~ Independent Financial Reviewer a Statement of Accounts and balance sheet as soon as may be after the end of each financial year. Such statement and balance sheet shall after consideration by the Committee be submitted to the ~~auditor~~ Independent Financial Reviewer who shall report thereon in writing.

(iii) The statement of accounts and balance sheet together with the ~~Auditor~~ Independent Financial Reviewer’s report thereon shall be submitted to the Annual General Meeting next following its preparation and shall be open for discussion thereat.

(iv) An ~~Auditor~~ Independent Financial Reviewer who shall ~~be a qualified accountant~~ meet the qualifications required by applicable law shall be appointed by each Annual General Meeting or if not so appointed then by the Committee and shall hold office until the termination of the Annual General Meeting next following such appointment. The remuneration of the ~~Auditor~~ Independent Financial Reviewer shall be agreed between the Committee and the ~~Auditor~~ Independent Financial Reviewer. Any dispute on this shall be decided by arbitration.

(i) The duties of the President, Vice President, Secretary and Treasurer shall be such as shall be determined from time to time by the Committee.

(ii) A Conductor for the Society shall be appointed by the Committee for a term not exceeding one year. The same person’s appointment may be renewed if the Committee sees fit. No Conductor need be a member of the Society. The Society may pay the Conductor such salary as shall be agreed upon.

(iii) A Deputy Conductor may be appointed by the Committee on the nomination of the Conductor. The Conductor shall be responsible for defining the duties of the Deputy Conductor.

(i) Any member of the Society shall have the right to bring to the attention of the Committee a dispute or grievance regarding the governance of the Society or the behaviour of its Officers.

(ii) The Committee shall consider all sides of the dispute or grievance in accordance with the principles of fairness, impartiality and natural justice.

(iii) Any member who is dissatisfied with a decision of the Committee may request that the matter be discussed at a subsequent General Meeting, and the General Meeting may, at its discretion, discuss it. The General Meeting shall have the power to overturn any decision of the Committee.

(iv) Either the Committee or the General Meeting may refer any matter under dispute to an independent arbitrator to be selected by that meeting.

The registered office of the Society shall be at such place as the Committee shall from time to time appoint.

The Committee shall provide a Seal for use by the Society which shall be a circular seal bearing the words “The Common Seal of the Waiheke Island Choral Society Incorporated”. The Seal shall not be affixed to any document except by resolution of the Committee and in the presence of two members of such Committee and of the Secretary. The Seal shall be kept in the custody of the Secretary.

(i) The Rules of the Society may be rescinded, added to or amended by resolution passed at any General Meeting of the Society provided that notice of the proposed alteration shall have been given in the notice convening the meeting.

(ii) The Rules of the Society may not be added to altered or rescinded in any manner which would affect the exclusively charitable nature of the Society or give it effect beyond New Zealand.

Any matters not provided for in these Rules shall be subject to the laws of New Zealand and to the objects of the Society and be decided by the Committee.

(i) The Society may be wound up by decision of a General Meeting provided that notice of the proposed winding up shall have been given in the notice convening the meeting.

(ii) In the event of the Society being wound up the assets and funds of the Society after paying or discharging the debts and liabilities of the Society and the costs of winding up shall be transferred to ~~trustees appointed by the Society in~~ one or more Waiheke Island registered charities to be selected by the General Meeting.

(iii) If the General Meeting should decide, by amendment to these Rules, to distribute the assets of the Society in any other manner, then the assets shall to be applied to purposes similar to those to which they would have been applied had the Society continued in existence but only for exclusively charitable objects within New Zealand.