SeniorNet (North Shore) Incorporated

Constitution and Rules

as at 14 June 2015
Society Number AK815501
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NAME
The Society shall be called SENIORNET (NORTH SHORE) INCORPORATED.

AIM
To offer computer education by members of the Society to fellow members in a user friendly
environment and at an affordable price. Membership to be open to people over the age of
50 years.

OBJECTIVES
The objectives for which the organisation is established are specified in 3.1 through 3.4
below and shall be restricted at all times to operations within New Zealand.
3.1
3.2
3.3
3.4

To educate fellow members in computer skills in an enjoyable way.

To give fellow members the opportunity to learn skills that will enable them to
contribute their knowledge and wisdom to society.
To conduct research into the use of technology by members.
To do all such things as may be necessary for the attainment of the above
objectives.

POWERS
In furtherance of the above objectives, the Society may exercise all or any of the following
powers:4.1
4.2
4.3
4.4
4.5
4.6
4.7

4.8

4.9
4.10

To receive, hold and assign any copyright material, or unregistered design.

To purchase, take lease, or otherwise obtain, the use or occupation of and manage,
extend, improve, develop, alter, maintain, repair and to sell, donate or otherwise
dispose of real and personal property of every description.
To accept gifts, whether by way of endowment or bequests given for the furtherance
of the objectives of the Society.
To borrow, raise, or secure the payments of monies for the furtherance of the
Society either with or without security.
To invest all or any monies held by the Society on the Society's behalf hereof in and
upon investment authorised by the law for the time being in force in New Zealand for
the investment by trustees of the trust fund.
To institute, initiate, or take and to defend, compromise or abandon legal
proceedings involving the property or affairs of the Society.
To adopt such means as the Executive Committee may from time to time determine,
for the purpose of raising money and for obtaining property for the furtherance of the
objectives of the Society and to accept contributions, collections, donations,
legacies, devises, gifts, grants, subsidies and subscriptions.
To secure in such manner as the Executive Committee shall think fit the repayment
of any monies borrowed or raised by the Society and in particular, by the issue of
debentures or debenture stock perpetual or otherwise charged upon all or any of the
property of the Society both present and future and to give and execute in the
prescribed manner, mortgages, debentures and other instruments of security for
such repayment and to pay off, redeem, or purchase any such securities.
To draw, make, accept, endorse, discount, execute and issue promissory notes,
cheques, bills of exchange, warrants and other negotiable securities or transferable
instruments.
Any income, benefit, or advantage shall be applied to the charitable purposes of the
Society. No member or person associated with a member of the Society shall
derive any income, benefit or advantage from the Society where they materially
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4.11
4.12

influence the payment of the income, benefit or advantage, except where that
income, benefit or advantage is derived from
(a)
Professional services to the Society rendered in the course of business, or
(b)
Interest on money lent to the Society at no greater than the current interest
rates offered to depositors from time to time by the Society's bank, or
(c)
Necessary and reasonable expenses incurred, supported by documentation
and approved by the Executive Committee.
The provisions and effect of clause 4.10 shall not be removed from this document
and shall be included and implied into any document replacing this document.
To do all things which are deemed necessary, convenient, or incidental to the
carrying out of any or all of the objectives of the Society.

REGISTERED OFFICE
The registered office of the Society shall be at such place as the Executive Committee from
time to time determines and shall be notified to the Registrar of Incorporated Societies.
With effect from 14 August 2011 the registered office shall be at Room 3, St John
Community & Training Building, 2, Shea Terrace, Takapuna, Auckland City.

THE SEAL
The members of the Executive Committee shall have custody of the Common Seal and the
Executive Committee may from time to time by resolution change, alter or adopt any new
such seal as they may deem proper
The Common Seal shall not be affixed to any
document except pursuant to a resolution of the Executive Committee and shall be so
affixed in the presence of two Executive Committee members, one being the Chairperson
or Secretary, who shall sign every document so sealed.

MEMBERSHIP
Membership of the Society shall be open to any person over the age of 50 years who
supports the objectives of the Society.
Any person accepted for membership shall become a member when he/she has
7.1
7.2
7.3

TERMINATION OF MEMBERSHIP
Membership of the Society shall be terminated by
8.1

8.2
8.3

Submitted an application for membership in such form as shall be approved from

time to time by the Executive Committee, and
Paid the annual subscription, or part thereof for a part year period of membership as
determined by the Executive Committee, in advance plus any joining fee as
hereinafter provided.
The committee shall have the power, in its absolute discretion, to refuse applications
for membership from any person without having to give a reason(s).

The member's written and signed resignation submitted to the Executive Committee
and shall take effect immediately, unless the Executive Committee, in its absolute
discretion, permits a later date, which shall be communicated in writing by the
Secretary, or
Non-payment of the annual subscription two (2) months after the due date, or
A decision by not less than two thirds of the Executive Committee members present
and voting, excluding abstentions, for such reason as the Executive Committee may
deem fit in its absolute discretion.

MANAGEMENT
9.1
Management of the Society shall be vested in an Executive Committee, the officers
and members of which shall be determined at each Annual General Meeting to
include, as a minimum, persons to carry out those functions listed in clause 10.1
below.
9.2
The Executive Committee shall have the power from time to time to co-opt
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9.3

9.4
9.5

9.6

9.7

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additional members to the Executive Committee.

In the event of an officer of the Society resigning, being relieved of his/her duties
according to clause 8.2 or 8.3 above, or being unable to fulfil the duties of the
position due to ill-health or other cause, then the Executive Committee will have the
power to replace such officer until either the next Annual General Meeting or until a
Special General Meeting where the agenda includes the election of such officer.
The Executive Committee shall meet not less than every two months, that is not less
than six times during any year.
Each Executive Committee meeting shall have a quorum of not less than a total of
any four officers and members. In the event that a quorum is not present and those
members present decide to proceed with the meeting, then any resolution or
determination of that meeting shall be subject to confirmation at the next Executive
Committee meeting, Annual General Meeting, or Special General Meeting at which
a quorum is present.
As far as possible, decision making will be by consensus Where this is not possible
the method of voting will be by a show of hands unless at least two (2) of the
Executive Committee members present and entitled to vote demand a ballot in
which case a ballot will be held.
Each member of the Executive Committee shall be entitled to one vote. In the event
of voting on any issue being tied the Chairperson shall have a casting vote which
shall, so far as practicable, be to maintain the status quo, on the basis that there is
no clear majority for change.

MANAGEMENT RESPONSIBILITIES
10.1 The following officers shall be voted on at General Meetings - Chairperson,
Secretary and Treasurer. In addition, no more than 10 members in total shall be
elected. One person may hold two or more positions. However, any two of the
positions of Chairperson, Vice Chairperson, Secretary and Treasurer shall not be
held by one person. The Chairperson shall hold office for no more than two (2)
consecutive years, except with the approval of seventy-five percent (75%) of the
members present and voting at a General Meeting.
10.2 The Executive Committee shall elect, from all elected, such other positions as may
be required from time to time, one of which shall be the Vice Chairperson, subject
only to the restrictions in Clause 10.1
10.3 The Chairperson or the Vice Chairperson in his/her absence, preside at all General
Meetings and meetings of the Executive Committee. Clause 9.7 shall also apply to
the Chairperson or Vice Chairperson.
10.4 The Secretary shall issue notices of meetings, together with the agenda, shall keep
minutes of all meetings of the Executive Committee &and all General Meetings of
the Society and shall receive all inwards correspondence and originate all outwards
correspondence as shall be required by the Executive Committee together with such
other duties as are normally carried out in comparable organisations, in consultation
with the Chairperson.
10.5 The Membership Secretary shall keep a register of members and a list of persons
waiting to become members.
10.6 The Treasurer shall
(a)
Receive all monies on behalf of the Society and lodge all such monies to the
credit of the Society's account at such bank or banks as the Executive
Committee shall decide from time to time.
(b)
Keep account of all financial transactions made by or on behalf of the
Society and prepare an annual statement of income and expenditure and a
balance sheet for presentation first to the Executive Committee and then to
the Annual General Meeting.
(c)
Present such financial reports at the regular meetings of the Executive
Committee and/or such other meetings of the Executive Committee as may
be required.
(d)
Prepare such returns as may be required by the Department of Inland
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10.7

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Revenue.
The list of duties to be carried out by the various positions nominated in the
Constitution (or as determined by the Executive Committee), as listed in the
Society's manual, may be allocated amongst the members of the Executive
Committee for the best effect and not necessarily be restricted to the persons
holding each specific title. Provided that no two cheque signatories shall be
associated persons, as defined in Section YB4 of the Income tax Act 2007.

AUDITOR
An auditor, who shall not be a member of the Executive Committee, shall be elected at
each Annual General Meeting of the Society who shall audit the books and certify the
accounts of the Society for presentation first to the Executive Committee and then to each
Annual General Meeting or any adjournment thereof, or any Special General Meeting
convened, inter alia, for that purpose.
11.1

The Auditor shall also draw the attention of the Executive Committee to any other
matter which, in his/her opinion, is a breach of the Constitution. Should the Auditor
not be satisfied that the matter(s) has been resolved to his/her satisfaction, the
Auditor shall report to the members accordingly. In order to carry out his/her duties
effectively, the Auditor shall have to right to attend meetings of the Executive
Committee as a non-voting attendee.

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INTERPRETATION
The Executive Committee is the sole authority for the interpretation of these rules and the
decision of the Executive Committee upon any question of the interpretation of any matter
affecting the Society and not provided for in these rules nor in conflict with Statute nor
Common Law shall be final and binding on the members of the Society.

13

MEETINGS
13.1 The Annual General Meeting of the Society shall be held each year on a date and at
a time and place to be fixed by the Executive Committee, but not later than the 30 th
day of August. The date, time, place and agenda for the meeting shall be
advertised in the Society's newsletter not less than fourteen (14) days before the
meeting date. The meeting shall be held for the following purposes:(a)
To receive, discuss and vote on the Chairperson's report on the preceding
year.
(b)
To receive, discuss and vote on the audited accounts for the preceding year.
(c)
To approve or amend the subscription(s) recommended by the Executive
Committee for the ensuing year.
(d)
To consider any Notices of Motion which may have been submitted to the
Executive Committee not less than seven (7) calendar days prior to the
meeting and to pass and implement any resolution which receives at least
two thirds of the valid votes cast at the meeting. Two scrutineers to count the
votes shall be appointed from among the members present by the
Chairperson but shall not include members of the Executive Committee.
(e)
To elect officers and members of the Executive Committee for the ensuing
year.
(f)
To consider any other business which the Chairperson deems relevant.
13.2 A Special General Meeting shall be called at any time by the Executive Committee
forthwith upon the receipt of a request in writing either
(a)
signed by two thirds or more of the members of the Executive Committee, or
(b)
signed by thirty (30) or more members of the Society and stating the purpose
of such meeting. The date, time, place and purpose for the meeting shall be
advertised in the Society's newsletter not less than fourteen (14) days before the
date of the meeting, or in a notice sent by email, facsimile or post to all members.
13.3 Any member entitled to vote at a General Meeting, but unable to attend, may
appoint a proxy to vote on his/her behalf. Such proxy may be a member of the
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13.4
13.5
13.6

Executive Committee, or an ordinary member at the discretion of the member

appointing the proxy. The Executive Committee shall determine the format of the
form appointing a proxy and the time by which it must be lodged with any member of
the Executive Committee prior to the meeting at which it is to be exercised. The
form so determined shall be included with any notice calling a General Meeting of
the Society.
The Executive Committee shall determine the procedures to be followed in the case
of nominations for Executive Committee membership which are to be voted on at
General Meetings of the Society.
For any General Meeting of the Society thirty (30) paid-up members being present
shall constitute a quorum.
Any item which cannot be dealt with at an Annual General Meeting or a Special
General Meeting shall be deferred to a subsequent General Meeting or Special
General Meeting of which notice shall be given pursuant to Clause 13.1.

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SUBSCRIPTIONS
14.1 The level(s) of subscription(s) and any joining fee shall from time to time be
recommended by the Executive Committee for approval by Society members at the
Annual General Meeting.
Any amendment to the Executive Committee's
recommendation and the recommendation itself must be passed according to
clause 13.1(d) above.
14.2 Subscriptions become due and payable on or before 1 July each year and any
member who does not renew his or her subscription by 30 August in any year will be
deemed to have resigned their membership pursuant to Clause 8.2 above.

15

FINANCIAL YEAR
The financial year of the Society shall be from 1st July to 30th June in the following year.

16

BANK ACCOUNT(S)
One or more bank accounts may be set up from time to time by the Executive Committee
and these shall operate on the signature of any two members of the Executive Committee
provided that at least one of the signatories is the Chairperson, Vice-Chairperson,
Secretary, or Treasurer.

17

CONFLICT OF INTERESTS
Any member who is, or may be, in any other capacity whatever, interested or concerned
directly or indirectly in any property or undertaking in which the Society is, or may be, in any
way concerned or involved shall disclose the nature and extent of such interest in the
deliberations of the Executive Committee concerning any matter in which such person is, or
may be, interested other than as a member of the Society.

18

ALTERATION TO RULES
18.1 These rules may be altered, added to, or replaced by resolution at any Annual or
Special General Meeting of the Society in accordance with clauses 13.1 (d) or 13.2
of these rules.
18.2 No alteration to clauses 4.10 and/or 19 of these rules shall be approved without the
prior consent of the New Zealand Inland Revenue Department in writing.

19

WINDING UP
19.1 The Society may be wound up in accordance with Section 24 of the Incorporated
Societies Act 1908, namely by resolution of more than half the members present
and voting at a General Meeting of the Society provided that such resolution is
confirmed by more than half the members present and voting at a subsequent
General Meeting called for the purpose of winding up the Society and held not
earlier than thirty (30) days after the date on which the original winding up resolution
was passed.
19.2 If, upon the winding up of the Society, there remains after the satisfaction of all the
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Society's debts and liabilities any assets 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 charitable organisation in New Zealand having objects similar to
those of the Society as decided by the Executive Committee. In the event that the
Executive Committee is unable to decide then the remaining assets are to be
distributed as a Judge of the High Court directs.
Signatures of:

(Chairperson)
(Secretary)
(Member)