[with proposed changes in red for consideration at the AGM]
1. Name of the Society
The name of the Society shall be Waiheke Island Historical Society Incorporated.
2. Aims and Objects
The aims and objects of the Society are entirely not-for-profit and charitable, and shall at all times be subject to New Zealand law regarding charities and incorporated societies. The objects of the Society shall be:
a. To benefit the Waiheke Island community by recording, preserving, and furthering the appreciation of its history.
b. To collect chattels, photographs, documents and any material suitable for the Waiheke Island Museum.
c. To preserve and record historical sites and trees of special interest.
d. To ascertain changes in natural history as a result of European settlement.
e. To collect authentic information about historical sites, events and characters on Waiheke Island and surrounding areas.
f. To co-operate or join with any Society or Societies having objects similar to above.
3. Membership
Membership of the Society shall be open to all persons interested in the objects of the Society and who are willing to abide by these rules. No person shall become a member without that person’s explicit consent.
The Committee, on receiving a complaint in writing against any member and, after due investigation and confirmation, having decided that the conduct of such member is against the interests of the Society, shall call an Extraordinary General Meeting to consider expulsion of the said member. Such member, if expelled, shall be deprived of all rights and privileges of membership.
Any member may cease to be a member by simple letter of resignation or by ceasing to pay the annual Subscription.
4. Subscription
The Subscription shall be such amount as may be fixed from time to time by an Annual General Meeting. Subscriptions shall be due for payment at each Annual General Meeting or from the date of acceptance as members. No member who is in arrears with his or her Subscription for more than three months shall be entitled to vote at any meeting of the Society. Any member who is in arrears with the Subscription for more than one year shall cease to be a member.
5. Officers
The Officers of the Society shall be a President, not more than two Vice Presidents, a Secretary, a Minute Secretary and a Treasurer.
6. Committee
The management of the Society and its property and assets and the ability to enter into legal obligations on behalf of the Society shall be vested in a Committee consisting of the Officers of the Society and such other members as an Annual General Meeting shall select, to a maximum of twelve Committee members. The Committee shall serve for the term of one year until the next Annual General Meeting, unless an intervening Extraordinary General Meeting shall decide to alter the composition of the Committee or the Officers.
Nominations for election of Officers
or as other members of the Committee shall be received by the Secretary not
later than seven five working days
before the date of the Annual General Meeting. All such nominations shall be in
writing signed by the Proposer and Seconded and shall be with the written
consent of the nominee. All such nominations shall be subject to approval at
the Annual General Meeting. At such Annual General Meeting if the number of
nominations received and approved equals the number of Officers and other
members to be elected then the persons so nominated shall be declared elected
to the positions for which they are respectively nominated. If the number of
nominations is fewer than the number of persons to be elected, then those
nominated shall be elected and nominations for the remaining positions shall be
called for at the Annual General Meeting. If the number of nominations is
greater than the number of vacancies then the persons to be elected shall be
determined by ballot at the Annual General Meeting.
Any Officer may call for a meeting of the Committee at a time and place and in a manner to be agreed upon by the Committee members. Committee meetings may be in person or by electronic means. Actions and decisions at a Committee meeting shall be made by majority vote of those present except as otherwise specified in these rules. All such actions and decisions shall be recorded in the meeting minutes.
Should any vacancy occur on the Committee, the remaining members of the Committee shall have the power to fill such vacancy in the interim. The Committee shall have the power to co-opt any member for special circumstances. Such co-opted members may participate in discussions but shall not have a vote at Committee meetings.
No person shall serve on the Committee or as an Officer who is disqualified from doing so by current New Zealand law.
7. Sub-Committees
The Committee may appoint members of the Society to constitute a sub-committee or sub-committees, and may define the work to be done by each sub-committee. The Convenor of each sub-committee shall become a member of the Committee if not already holding such office. The President shall be an ex-officio member of all sub-committees.
8. President
The President or, if absent, a Vice
President shall act as Chairman at all General Meetings and Committee
meetings and shall be responsible to the
Committee to see that the rules of the Society are carried out. If neither
President nor a Vice President is present the other members present shall elect
a Chairman. The Chair shall
not have a vote at the meeting
except in the case of an equality of votes.
The President shall serve as the Contact Person for the Society, but may from time to time delegate this responsibility to another member of the Committee.
9. Secretary
The Secretary or the Minute Secretary shall keep minutes of all meetings of the Society. The Secretary shall keep a register of names and addresses of members and deal with all correspondence and other Secretarial duties as required. All members shall have the right to view the minutes of all meetings.
10. Treasurer
The Treasurer shall receive all monies and issue receipts for same, pay all accounts passed for payment and make financial reports to the Society. The Treasurer shall keep all financial records of the Society and shall arrange for independent review thereof in accordance with current New Zealand law. An annual summary of accounts and any reviewer’s comments shall be presented each year to the Annual General Meeting. All members shall have the right to view the summary of accounts and reviewer’s comments.
11. Year
The financial year of the Society shall end on the Thirty-first Day of December each year.
12. Standing Orders
Recognised Standing Orders shall be observed at all meetings.
13. Annual General Meeting
An Annual General Meeting shall be
held not later than the last day of August June in
each year. Notice of the Annual General Meeting shall be
advertised in the local press and/or social media at least ten
working days prior to meeting. The business
of the Annual General Meeting shall be:
a. To confirm the minutes of the previous Annual General Meeting and of any Extraordinary General Meetings held during the year.
b. To receive the report and financial statement of the accounts of the outgoing Committee.
c. To elect the Office bearers and Committee for the ensuing year.
d. To appoint the Society’s Patron.
a.
Voting may be by show of
hands, by ballot, or, in special circumstances by electronic or postal vote.
e. To transact any business, notice of which has been circulated to
each member at least fourteen ten working days
previously.
a.
Notice of the Annual
General Meeting shall be advertised in the local press at least fourteen days
prior to meeting.
All decisions of the Annual General Meeting shall be made by majority vote except as otherwise specified in these rules. Voting may be by show of hands, by ballot, or, in special circumstances (as decided by the Committee), by electronic or postal vote. The acceptability of proxy votes, if any, shall be at the discretion of the meeting.
14. Extraordinary General Meeting
An Extraordinary General Meeting may
be called by the Secretary on the instructions of the Committee, or MUST be
called if five members make a written request to the President. Circulars
Electronic and/or postal notifications shall
be sent to the last known addresses of all Society
members at least ten working days
before the date of the meeting, stating the
business for which the meeting is called. No other business except that as
stated may be transacted. Voting procedures shall be the
same as for an Annual General Meeting. may be by show of hands
or by ballot, or, in special circumstances by electronic or postal vote.
Notices of such meeting shall be circulated to each member and be advertised at
least fourteen days before the date of the meeting.
15. Quorum
The quorum at any Committee meeting shall be five and at any Annual or Extraordinary General Meeting shall be ten members personally present. In circumstances where a face-to-face meeting is not possible or not practical, the Committee may authorise a meeting by teleconference. Attendees at such a teleconference shall be deemed ‘personally present’ for the purposes of these rules. If any members are voting by proxy, they shall not be counted towards the quorum.
16. Bank Account
The Bank Account of the Society shall be operated on by such person or persons as the Committee may from time to time appoint. No disbursement of funds by cash or electronic means shall take place without the approval of the Committee.
17. Borrowing Powers
The Committee, on authority of an Annual General or an Extraordinary General Meeting, shall be empowered to borrow money at usual terms to finance approved projects.
1.
Common Seal
The Common Seal of the
Society shall be in the custody of the Secretary, and may be affixed to any
document only in the presence of two members of the Committee who shall sign
the document as witnesses.
18. Alteration to Rules
These rules shall not be added to or
amended except pursuant to a resolution passed at an Annual General Meeting or
an Extraordinary General Meeting, due notice of such meeting and such business
having been circulated to members at least fourteen ten
working days before the meeting. The resolution must be passed by
a majority of at least three quarters of the members present.
19. Winding Up
The Society may be wound up or
dissolved by a majority vote of an Annual General Meeting or Extraordinary
General Meeting. Notice of a motion to wind up or dissolve the Society shall be
published to all members 30 twenty working days
in advance of such meeting.
If any property remains after the
winding up or dissolution of the organization and the settlement of all the
Society’s debts and liabilities, that property must be usedshall
be distributed to one or more New Zealand registered
charities, in such a manner as to further the charitable purposes
of the Society and in accordance with its rules and applicable New Zealand law. The
General Meeting that votes to wind up or dissolve
the Society may select the charity or charities to
receive such property.
20. Registered Office
The registered office of the Society shall be at 165 Onetangi Road, Waiheke Island, or at such other place as the Committee may from time to time decide.
21. Private Profit
Any income, benefit, or advantage that shall accrue to the Society must be used to advance the charitable purposes of the Society.
Any payments made to a member of the Society, or person associated with a member, must be for goods or services that advance the charitable purposes of the Society and must be reasonable and relative to payments that would be made between unrelated parties. No member of the Society, or anyone associated with a member, is allowed to take part in, or influence any decision made by the Society in respect of payments to, or on behalf of, the said member or associated person of any income, benefit, or advantage. Any such payment shall be recorded in the minutes of the meeting.
22. Disputes and Grievances
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. The Committee shall consider all sides of the dispute or grievance in accordance with the principles of fairness, impartiality and natural justice.
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, and/or to alter the composition of the Committee, including to remove or replace any Officer of the Society.
Either the Committee or the General Meeting may refer any matter under dispute to an independent arbitrator to be selected by that meeting.