Professional Documents
Culture Documents
Constitution
Note – words used in this Constitution are defined at the end of the Constitution in Rule 20.
Rule 2 Objects..............................................................................................................
Part II Membership.................................................................................
Rule 4 Members...........................................................................................................
Rule 10 Officers.............................................................................................................
Part V Miscellaneous..............................................................................
Rule 13 Finances............................................................................................................
Rule 14 Contracts..........................................................................................................
Rule 17 Regulations
Rule 19 Indemnity..........................................................................................................
Rule 20 Interpretation....................................................................................................
PATUMAHOE VILLAGE INCORPORATED
Constitution
2. The registered office of the Association shall be at such place in the Village area
as determined by the Management Committee. This for the time being, will be
located care of Paula Crosswell, 84 Day Road, Patumahoe RD 4, PUKEKOHE
2679.
2. Objects
a. Be the community body in the Village Area to help develop, design and plan
the Patumahoe Village and surrounding areas as a desirable place to work
and live
d. Take such steps and processes, which in the opinion of the management
committee may advance the interests, both for the existing residents and
future residents including, the neighbourhood, the village area, the
residents, the landowners, the sporting facilities and the members of the
association,
e. Take all actions or action that a private person could take, to further the
objects of the Village.
a. Make, alter, rescind, enforce this Constitution, and any rules, regulations,
policies and procedures that it determines for the governance,
management and operation of the Association;
e. Control and raise money including borrow, invest, loan or advance monies
and secure the payment of such money by way of mortgage or charge over
all or part of any of its property and enter into guarantees;
h. Produce, develop, create, license and otherwise exploit use and protect the
Intellectual Property of the Association;
m. Purchase or otherwise acquire all or any part of the property, assets and
liabilities of any one or more companies, institutions, incorporated societies
or organisations whose activities or objects are similar to those of the
Association or with which the Association is authorised to amalgamate or
generally for any purpose designed to benefit the objects in the Association
Area;
Part II – Membership
4. Members
1. Every person who wishes to join the Association, subject to the approval of the
executive committee:
b. The act of residing must be for a period of no less than 12 months, living in
the area as their principal home.
d. A business owner must operate a business within the Association Area for a
period of no less than 12 months.
b. They shall comply with and observe this Constitution and the Regulations
and any determination, resolution or policy that may be made or passed by
the Executive Committee;
3. Failure to Pay Fees: The failure by a Member to comply with Rule 6.2 may
result in withdrawal of entitlements as determined by the Executive Committee
but shall not excuse such Member from making this payment due.
The executive committee is not bound to give a reason for either accepting or
declining an application.
7. Termination of Membership
it may suspend, take such other steps as it considers appropriate (including the
imposition of a fine) or terminate their status as a Member
8. Register of Members
2. The collection of any personal information for the Register of Members shall
comply with the Privacy Act 1993.
10. Officers
b. At the AGM or general meeting called for that purpose, those members
entitled to vote shall determine which nominees from the nominations in
Rule 11.3a shall be elected as members of the Management Committee
(subject to Rule 11.4).
a. Bankrupt: a person who has been adjudged bankrupt who has not
obtained a final order of discharge or whose order of discharge has been
suspended for a term not yet expired, or is subject to a condition not yet
fulfilled, or to any order under section 111 of the Insolvency Act;
and if any of the above events occur to an existing Management Committee Member,
they shall be deemed to have vacated their office upon such event.
8. Upon the Administrator receiving a request for an SGM for the purpose of
removing a Management Committee Member/s, the Administrator shall send the
notice to the Management Committee Member/s concerned in addition to the
persons specified in Rule 15.8.
9. Following notification under Rule 15.8 and before voting on the resolution to
remove a Management Committee Member/s, the Management Committee
Member/s affected by the proposed resolution shall be given the opportunity
prior to and at the SGM to make submissions in writing and/or orally to the
Management Committee and the persons entitled to be present at the General
Meeting about the proposed resolution.
a. Act in good faith and in the best interests of the Association at all times;
c. Act, and ensure the Association acts, in accordance with this Constitution;
d. Not agree to, nor cause or allow, the activities of the Association being
carried on in a fiscally irresponsible or reckless manner;
iii. To persons, or for the reasons, specified in sections 145(2) and 145(3) of the
Companies Act 1993.
d. To adopt and regularly review an annual plan and budget for financial
performance and to monitor results against the annual plan and budget;
k. To control expenditure and raise any money to fulfil the objects of the
Association;
l. To ensure that the Association has in place all the necessary internal
reporting systems and controls together with the means of monitoring
performance and results;
m. To open and operate in the name of the Association such banking accounts
as deemed necessary;
t. To call SGMs;
u. To resolve and determine any disputes or matters not provided for in this
Constitution; and
Quorum: The quorum for a Management Committee meeting shall be no less than four
or over 55% of the management committee numbers whichever is the greater.
13. Voting: Each Management Committee Member shall have one vote at
Management Committee meetings. In the event of a deadlock, the chairperson
of the meeting shall have an additional casting vote. Voting shall be by voices
or, upon request of any Management Committee Member, by a show of hands or
by a ballot. Proxy and postal voting is not permitted.
16. Expenses: The Management Committee may, by majority vote, reimburse its
Management Committee Members for their actual and reasonable expenses
incurred in the conduct of the Association's business. Prior to doing so the
Management Committee must establish a policy to be applied to the
reimbursement of any such expenses.
17. Matters Not Provided For: If any situation arises that, in the opinion of the
Management Committee, is not provided for in the Regulations, policies or
procedures of the Association, the matter will be determined by the
Management Committee.
18. The Management Committee may employ or appoint an Administrator, Planner
or any other position, on such term and on such conditions as the Management
Committee may determine.
19. If a person is appointed under 11.18, he or she will be under the direction of the
Management Committee and shall be responsible for such duties as detailed in
a written contracted arrangement .
20. The person so appointed under 11.18 shall attend all Management Committee
meetings unless instructed otherwise by the Management Committee.
12. Meetings
1. AGM: the Association must hold an AGM once every year at such time, date and
place as the Management Committee determines but not more than 15 months
after the last AGM.
2. SGMs: Any other General Meetings of the Members shall be Special General
Meetings.
b. the closing date/s for nominations for any elections, proposed motions and
other items of business to be submitted to the Administrator.
5. Notice of AGM Business: Not less than twenty (20) days before the date set
for the AGM, any proposed motions and other items of business must be
received in writing by the Secretary or Administrator from Members, and from
the Management Committee.
The management committee shall set the rules for nominations of members for the management
committee.
6. Business of AGM: The following business shall be discussed at each AGM:
e. Any other motions or matters, including general business, that have been
properly submitted for consideration at the AGM.
Any additional items of business not listed on the agenda may only be discussed by
agreement of the majority of those persons entitled to vote at the meeting.
8. SGM: The Administrator must call a Special General Meeting (SGM) upon a
written request from:
The written request for an SGM must state the purpose for which the SGM is
requested. The SGM must only deal with the business for which the SGM is requested.
9. Notice of SGM: Not less than thirty (30) days written notice must be given by
the Secretary/Administrator , either by public notice, by email or by internet
notice or by written notice posted or delivered to the Management Committee
and Members for an SGM which notice shall include:
a. The date, time and venue and/or the manner in which the meeting is to be
held;
b. The date and time by which notification of the Delegate(s) for the SGM must
be received by the Administrator; and
c. The proposed motion or motions that have been properly submitted for
consideration including any motion or motions proposing to alter this
Constitution.
10. Minutes: Full minutes shall be kept of all decisions at General Meetings and
made available upon request by any Member.
11. Errors: Any irregularity, error or omission in notices, agendas and relevant
papers of General Meetings or the omission to give notice within the required
time frame or the omission to give notice as specified in Rules 15.4, 15.5 and
15.9 and any other error in the organisation of the meeting shall not invalidate
the meeting nor prevent the meeting from considering the business of the
meeting provided that:
ii. There are insufficient nominations and after calling for further nominations
from the floor at the AGM there are still insufficient or the same number of
nominations for positions available, in which case, those persons who have
been nominated shall be declared elected;
e. Proxy votes shall not be permitted for all meetings of the Association;
h. In the event that a secret ballot is called, two scrutineers must be appointed
at the General Meeting to count the votes.
13. Finances
The decision not to have the financial reports audited or reviewed will require a
special resolution of a general meeting, held prior to the AGM at which those
financial reports are to be presented. This can include a special resolution passed at
the previous Annual General Meeting.
Where a special resolution is passed, not to have an audit or review, the management
committee or 50 or 40% of Members, whichever is the smaller, can call another special
meeting to have the decision, not to have an audit or review, changed by special
resolution so an audit or review is carried out. This can be done, before the Annual
General Meeting is held or within 3 months after the Annual General Meeting, at which the
financial reports are presented.
The members of the association can vote at the AGM, not to accept the financial
reports and also vote by two thirds of those present and able to vote, to have those
financial reports either audited or reviewed and the management committee shall be
bound to have the audit or review carried out within 4 months of the AGM. The results
of such an audit or review shall be advised to all the members within 5 months of the
AGM and if necessary a special meeting shall be called or management committee to
discuss and approve the result of the audit or review. Where in this situation, the
Association has insufficient funds to pay for an audit or review, then all the members are
to be levied for this cost and the process is delayed, until such funds are received and the
Association is able to pay for the audit or review.
3. The Management Committee is responsible for the receipt and banking of all
monies received by the Association. All funds of the Association shall be paid to
a bank account(s) in the name of the Association and the bank account(s) must
be operated in accordance with the policy determined by the Management
Committee.
4. The Management Committee must ensure correct accounting records are kept. The
accounting records of the Association must be kept at the office of the Association or
at such place as the Management Committee may determine and must be open to
inspection by Members at such reasonable times agreed by the Management
Committee.
14.2 The Association shall have a seal, held in safe custody by the secretary. This seal can only
be used by the authority of the management committee passing a resolution , approving
the affixing of the seal to a document and must be witnessed by two members of the
management committee excluding the secretary.
2. Any such income paid or benefit or advantage conferred must be reasonable and
relative to that which would be received in an arm’s length transaction (being the
open market value). This Rule 16 and its effect must not be removed from this
Constitution and must be included in any alteration, addition to or revision to this
Constitution.
17. Regulations
1. Subject to Rule 19.2, the Management Committee may make, repeal and amend
such Regulations as it thinks appropriate including regulations relating to Members,
discipline, disputes and appeals, and such other matters as it thinks fit, provided
that if it must regulate matters that further the objects of the Association, they are
in accordance with the powers of the Association as set out in this Constitution.
2. The Management Committee shall consult the Members in the Association Area
regarding any Regulation it proposes to promulgate and provide them with a
reasonable opportunity to consider, and have input into, any proposed Regulation
before it is finally promulgated by the Management Committee.
2. If upon the winding up or dissolution of the Association there remains, after the
satisfaction of all its debts and liabilities, any property whatsoever, the property
shall not be paid to or distributed among the Members of the Association but shall be
given or transferred to a local community, sporting or cultural organisation or
several of such organisations. The members, at a General Meeting must approve
the recipient or recipients, under this clause by a special resolution.
3. Any such organisation, benefitting under Clause 18.2, must include a not for profit
clause similar to Clause 16 of these rules and not be entitled to subsequently amend
such a clause .
19. Indemnity
1. The Association shall indemnify every member of the Management Committee, the
Administrator and other officers and employees of the Association in respect of all
liability arising from the proper performance of their functions connected with the
Association.
20. Interpretation
1. Definitions: The words and phrases used in this Constitution shall mean as
follows:
the Act means the Incorporated Societies Act 1908, including any amendments to it.
Association Area means the geographical area, comprising the Patumahoe Village
area and the surrounding area, being not more than 8 kilometres in any direction
from the grocery/dairy shop in the centre of the Patumahoe Village, as determined
by the Executive Committee.
General Meeting means an AGM or a SGM.
Executive Committee means the committee elected under Rule 13 and is the same
as the Management Committee.
Management Committee means the committee elected under Rule 13 and is the
same as the Executive Committee.
Member means and includes all classes of members of the Association as specified in
Rule 5.
Register of Members means the register in which details of Members are held by
the Association as specified in Rule 10.
Regulations means the regulations of the Association established and amended from
time to time by the Management Committee.
Rules means these rules and "Rule" shall have a corresponding meaning.
Special Resolution means a resolution passed by two thirds(67%) of the votes cast
by persons eligible to vote.
g. a reference to a “day” means any day of the week and is not limited to
working days, unless specified otherwise;
i. headings and the contents page are for reference only and are to be
ignored in construing this Constitution.