[with proposed amendments in red to be considered at AGM of 11 April 2021]
The Name of the Society shall be Waiheke Island Historical Society Incorporated.
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:
To benefit the Waiheke Island community by recording, preserving, and furthering the appreciation of its history.
To collect chattels, photographs, documents and any material suitable for the Waiheke Island Museum.
To preserve and record historical sites and trees of special interest.
To ascertain changes in natural history as a result of European settlement.
To collect authentic information about historical sites, events and characters on Waiheke Island and surrounding areas.
To co-operate or join with any Society or Societies having objects similar to above.
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.
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.
Officers
The
Officers of the Society shall be a President, two Vice Presidents, a
Secretary, a Minute Secretary and a Treasurer.
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 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.
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.
No
person shall serve on the Committee or as an Officer who is
disqualified from doing so by current New Zealand law.
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.
President
The
President or, if absent, a Vice President shall act as Chairman at
all General 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.
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.
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.
Year
The financial
year of the Society shall end on the Thirty-first Day of December
each year.
Standing Orders
Recognised
Standing Orders shall be observed at all meetings.
Annual General Meeting shall be held not later than the last day of August in each year. The business of the Annual General Meeting shall be:-
To confirm the minutes of the previous Annual General Meeting and of any Extraordinary General Meetings held during the year.
To receive the report and financial statement of the accounts of the outgoing Committee.
To elect the Office bearers and Committee for the ensuing year.
To appoint the Society’s Patron.
Voting may be by show of hands, by ballot, or, in special circumstances by postal vote.
To transact any business, notice of which has been circulated to each member at least fourteen days previously.
Notice of the Annual General Meeting shall be advertised in the local press at least fourteen days prior to meeting.
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 shall be sent to the last known addresses of
members stating the business for which the meeting is called. No
other business except that as stated may be transacted. Fifteen
members shall constitute a quorum at any Extraordinary General
Meeting. Voting may be by show of hands or by
ballot, or, in special circumstances by 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.
Quorum
The quorum at
any Committee meeting shall be five and at any Annual
or Extraordinary General Meeting shall be ten members
personally present.
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. Cheques
shall be signed by the Treasurer and counter-signed by the President
or Secretary. No disbursement of funds by cash
or electronic means shall take place without the approval of the
Committee.
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.
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.
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 days before the
meeting. The resolution must be passed by a majority of at least
three quarters of the members present.
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 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 used to further the charitable purposes of the
Society and in accordance with its rules and
applicable New Zealand law.
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.
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.
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.
Either the Committee
or the General Meeting may refer any matter under dispute to an
independent arbitrator to be selected by that meeting.