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orw.org.nz |
Constitution |
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© ORW, 2009 |
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The name of the Association is the (Off Road Wairarapa) Incorporated)
hereinafter referred to as the club). The objects of the club shall be to promote a social organisation or
club comprised of persons owning or interested in four wheel drive vehicles
and their uses and the doing of all such things as are incidental or
conducive to the attainment of the above object and without limiting the
generality of the foregoing more particularly: a)
To organise
and conduct outings, runs, tours, trials, rallies, gymkhanas, competitions,
lectures and discussions, training and tutorials, social functions,
exhibitions and displays, meetings, and associated activities for members and
owners of four wheel drive vehicles. b)
To promote
interest in the uses and capabilities of four wheel drive vehicles and
associated equipment. c)
To purchase,
take on lease, or exchange, hire, or otherwise erect or acquire, any
property, real or personal, and any rights or privileges which the club shall
think necessary or expedient for the purposes of attaining the objectives of
the club. d)
To borrow or
raise money, issue debentures, conduct creditor accounts, enter into any
contract or agency, to charge or mortgage all or any part of the property and
assets of the club. e)
To invest,
control and dispose of the funds and property of the club as may be
considered necessary, and without in any way limiting the foregoing:
i.
To invest in
such securities as are authorised trustee securities.
ii.
To advance and
lend money to any affiliated club or committee upon such terms and conditions
as thought fit. To employ workers, servants or agents as the club may
consider necessary. f)
To sell,
manage, improve, develop, exchange, lease, dispose of, turn into account or
otherwise deal with all or any part of the property or assets of the club. g)
To receive any
gifts or bequests whether subject to any trust, or restriction or not and to
administer such gifts, bequests to trusts. h)
To act alone
or with any other Association in the interest of sport. i)
To exercise
all or any other powers conferred upon Associations by the Incorporated
Societies Act 1908. j)
To maintain
and enforce regulations for the control and governing of Four Wheel Driving as
may be promulgated by the New Zealand Four Wheel Drive Association of New
Zealand Incorporated (NZFWDA) or any equivalent future entity. In this Constitution unless the context otherwise requires: "The Act" means -"The Incorporated Societies Act
1908" and subsequent amendments. "The Association" means
-"The (name of club) Incorporated" "The Executive" means
-the elected officers of the club who are responsible for managing the club's
day to day affairs. "In Writing" and "written" means any
mode of representing or reproducing words in visible form. Any person, having an interest in the activities for which the club is
incorporated, on being proposed and seconded by financial members of the
club, and accepted by a majority vote of 2/3rds of members present at the
meeting. And shall, upon payment of subscription, be deemed to have joined
the club. A prospective member shall partake of three activities of the club
before being required to seek nomination as a member. a)
Membership of
the club shall consist of:
i.
Single
membership (including visiting membership as per 4(c)).
ii.
Family
membership –i.e. member and partner plus dependent children aged 18 years and
under (constitutes one financial member)
iii.
Life
Membership -i.e. any member of the club who has given outstanding service to
the club may be elected as a life member of the club by unanimous vote at a
special meeting or AGM. A life member will not be liable to pay club
subscriptions or other levies. b)
Every
individual member of the club (other than a Life Member) shall be, by virtue
of their membership thereof, a member of the New Zealand Four Wheel Drive
Association Incorporated, or equivalent future entity, (subject to Article 6)
and the club shall levy, as appropriate, an annual fee for membership to this
Association unless that member has nominated another club for affiliation to
the NZFWDA in which event the annual association fee will not be levied as
part of that member's annual subscription. c)
The Executive
shall be entitled to admit a visitor as a visiting member of the club, for a
period not exceeding one calendar month, if such visitor is, in the opinion
of the Executive actively interested in the club's activities. Such visiting
members may be extended the privilege of participation in club events during
the period of visiting membership but will be required to pay the annual
NZFWDA levy plus any trip/event fees that may be applicable. In event the
visiting member becomes a full member of the club the additional membership
fee payable will be club membership only (NZFWDA levy having already been
paid). Any member of the club shall cease to be a member thereof if: a)
Such member
shall resign. b)
Such member
shall be suspended, disqualified, dismissed or expelled by the Executive or
the Club in accordance with the rules of the Club. c)
If such
member's subscription fees are not paid in accordance with the rules of the
Club. a)
Annual
subscriptions and levies shall be set from time to time by resolution at an
Annual General meeting. b)
Extra
subscriptions and levies may be fixed by resolution of a special general
meeting of the members. c)
Subscriptions
and Levies are due and payable for the full year from the time they are set
and shall be paid within 3 months of
AGM. Any member who fails to pay subscriptions or levies as determined
by the AGM of the club will cease to be a member and to re-join must do so as
a new member in accordance with these rules. d)
The only
exception will be for any new member who joins the club within 3 months of
the next AGM in which event subscriptions shall be payable as to 50% of the
annual sum plus levies as may be appropriate. a)
The Officers
of the club shall be, President, vice President, Secretary, Treasurer and a
committee of not less than 3 members, nor more than 7, all of whom, combined,
shall be the Executive Committee. In addition the club may elect such other
officers as may be considered necessary and appropriate for the orderly
conduct of the club but such other officers shall not have executive voting
rights. b)
The offices of
Secretary and Treasurer may be held by one person but in this case, if the
person holding the combined post is an executive member they shall have only
one executive vote. c)
The Officers
shall be elected at the Annual General Meeting of the club. The management of the club shall be vested in the Executive Committee.
The Executive shall exercise all the powers of the club except for those
matters expressly reserved for the club in general meeting. Without limiting in any way the general powers herein conferred the
Executive shall exercise the following specific powers on behalf of the club: To carry out the objects of the club, provided that matters of policy
shall be referred to the members in general meeting for ratification. To manage and control the finances of the club. The approval and organisation of competitions, events, and championships
national and international save that the Executive may if it thinks fit,
delegate to any affiliated club or committees the power to organise any such
competition or championship. To investigate any breaches of the Constitution or Rules of the club,
complaints of misconduct or any other matter bought before it, and to inflict
penalties on officers and members for any infringement of the Constitution or
Rules of the club. To delegate such power, as it may deem advisable to duly appointed
representatives or committee of the club. To enlist by co-option for any special purpose the services of any
members of the club to fill any vacancies (excluding that of President or
Vice President) which may occur in its body or any of the sub-committees. To receive bequests, subscriptions and donations for approved specific
or general purposes and manage the same. To grant the club medals, trophies and certificates subject to such
regulations as may be in force from time to time. To make such regulations for putting into effect the rules of this
constitution as they may deem advisable from time to time but subject to
ratification by members in general meeting. To be the sole interpreter of this constitution and the rules of the
club; the decision of the Executive in this matter shall be final. a)
The President
shall preside over the Executive or, in the absence of the President, the
Vice-President shall be appointed in his stead. The President shall be the
Chairperson for all meetings of the executive, the AGM, and Special/general
meetings of the club. b)
Executive
meetings may be held at such times and places as the Executive shall, from
time to time, determine. c)
A quorum of a
meeting of the Executive shall not be less than the President (or the Vice
President if the President is not available plus not less than 2 other
committee members. d)
Each member of
the Executive present shall be entitled to one vote and the President (or his
stead) shall have the casting vote. Any motion that fails to obtain a
majority of votes shall be lost. Voting shall be of voice or show of hands
but any member may request and obtain a ballot. e)
A meeting of
the Executive shall be held whereby there is a lapse of no more than two
months between any two meetings and may be called at any time by the
President, or on receipt of a written request signed by three members of the
executive, by notice in writing stating the time and place of the meeting and
the business to be dealt with and sent to each member of the Executive at
least 28 days before the appointed time for such meetings. f)
The Executive
may, when time is imperative, conduct necessary business by a telephone
conference. Decisions reached by
telephone meetings shall require a 2/3 majority vote. g)
Minutes of any
meetings will be retained in the normal way. h)
In the event
any member of the Executive fails to attend three consecutive meetings for
which the prior approval of the Executive has not been obtained, his office
shall be declared vacant and the Secretary shall notify him of this. The
Executive may then receive nominations for election of a successor and
proceed to elect such successor. The following powers shall be restricted to the club in general
meeting. All voting on any matter is to be by show of hands or if called for
a written vote. a)
Any alteration
of the Constitution. b)
The expulsion
of any officer, or member, subject however as hereinbefore and hereinafter
provided by these rules. c)
The Election
of officers and life members of the Club. d)
To determine
the amount of annual subscription and levies payable by members of the Club. e)
Such other
powers as may be expressly reserved by this Constitution or the rules or by
the Annual General Meeting of the Club from time to time. The general procedure of meetings shall be in harmony with the
principles set forth in the "Amateur Chairman". a)
The Annual
General Meeting of the Club shall be held within 2 months of balance date each
year at such time and place as the executive may appoint. Notice of time and
place and business of the Annual General Meeting shall be given by the
Secretary, in writing by way of newsletter one month before the meeting. b)
The annual
report shall be submitted by the Executive and the annual financial
statements shall be submitted by the Treasurer. Copies of the financial
statements shall be distributed at the meeting. The order of business for the
AGM shall be as follows:
i.
Roll call of
members.
ii.
Approval of
Minutes of the previous Annual General Meeting. Matters arising from the last
years minutes.
iii.
Annual Report
and financial statements of the club.
iv.
Motions of
which notice has been given pertaining to the Constitution.
v.
Election of
Officers and Life Members.
vi.
Election of
Auditor (as may be decided from time to time).
vii.
Subscriptions
and Levies for the next year.
viii.
General
Business. c)
The club shall
endeavour to hold monthly general meetings. d)
Thirty Three
percent of the members, personally present, shall constitute a quorum at all
general meetings of the club. e)
Special
General Meetings may be called at any time by the Secretary, to consider any
important business, if directed by the Executive or upon written requisition
of not less than ten members of the club.
The Secretary shall give not less than 14 days notice of such meetings
stating the time and place and business.
The date of any Special General Meeting requisitioned for, shall be a
time within one month of the date of the receipt of the notice of requisition
of by the Secretary. Only the specific business for which written notice has
been given may be dealt with at the meeting. In event of extremely urgent
business, members may resolve to lessen or waive the period of notice
required for a Special General meeting. f)
All delegates
or representatives of the club on other bodies or organisations shall be
elected by the club at AGM or by the Executive. g)
Minutes of all
meetings are to be recorded in the normal way. a)
All voting on
matters at General meetings shall be by financial members of the club. A
member unable to be present at a meeting has the right to appoint the
President of the club as his or her proxy by delivering a written, dated,
request and instruction regarding voting preference to the chairperson of any
special meeting or AGM by the commencement of the meeting. b)
The President
shall have a casting vote. c)
To facilitate
meetings, the President may call for a vote by a show of hands or voice.
However, any member may call for and shall be granted a count of the votes.
The votes so counted shall decide the matter. d)
Failure by any
member to call for such a vote shall not be grounds for subsequent objections
and/or appeals regarding the voting method employed. Sub-Committees may be formed to manage the affairs of the club, as
deemed necessary by the Executive. a)
Upon written
complaint to the Executive by two or more members, a member may be admonished
or his membership suspended by the executive for such period as may be
decided, where the executive, at a duly convened meeting, has decided by a
two-thirds majority vote that such member has been guilty of conduct
injurious to the welfare and character of the club. Such written complaint
must have been given to the Secretary within one calendar month after the
occurrence or occurrences complained of. b)
The executive
committee shall notify the member in writing of the complaint at least seven
days prior to the committee meeting to consider the complaint. Such notice
shall indicate the attendance of the member at the meeting is mandatory
unless written indication of the reasons for his inability to attend is given
in which event the complaint will be determined in his absence. c)
Annual
subscriptions shall be payable during any period of suspension of a member
and the club shall not be required to make any refund of subscription in
connection with any such suspension. d)
By the same
procedure the committee may expel any member from the club for conduct which
they deem shall warrant this penalty. e)
Any member who
has been expelled from the club under the preceding clause (d) of this
constitution, shall not be eligible for reinstatement to membership for a
period of two years after the date on which he is informed of his expulsion.
Reckless, dangerous, or negligent actions by a member during a club event
shall constitute grounds for a complaint against that member. All members of the club shall be held to consent to and be bound by
all these rules and members shall not be entitled to appeal to any court or body
other than the executive whose decision shall be final. a)
The funds of
the club shall be devoted to the furtherance of the objects as set out in
this constitution. b)
All monies
received and applied on behalf of the club must be able to be traced and
audited if required. c)
All payments
shall be passed for payment by the Executive or authorised committees. All
payments shall be signed, in the case of cheques, or otherwise, by any two of
the President, Treasurer or other person duly appointed for that purpose. d)
The financial
year shall be from the 1st day of April to the 31st day of March the
following year. e)
An auditor
shall be appointed by the club and shall hold office for the year unless the
auditor resigns or the club by Special Resolution terminates the appointment.
The current auditor will be eligible for re-election each year. The auditor
shall not be a member of the Executive or committees. f)
No member of
the club, or any person associated with a member, shall participate in or
materially influence any decision made by the club in respect of the
reimbursement or payment to or on behalf of that member or associated person
whatsoever. There shall be a common seal of the club which shall be kept in the
custody of the Secretary who shall affix it to such documents as the
Executive shall instruct from time to time by resolution provided that such
seal shall not be affixed except in the presence of two members of the
Executive who shall sign the document. a)
Alterations to
these rules may only be made at the Annual General Meeting or a Special
General Meeting called for the purpose of so adding to, alerting, amending,
or revising these rules. Any such
alterations shall be by way of resolution carried by a not less than
two-thirds majority of the votes exercised by the members present and
entitled to vote. b)
Proposed alterations
for the AGM shall be submitted as Remits which must be received by the
Secretary of the club by the 15th February each year. c)
Remits to
alter these rules will only be accepted from financial members of the Club. d)
Remits for the
AGM will be considered by the Executive Committee, and after confirmation by
the Executive, shall be received by the Club Secretary by the 28th February
each year. e)
A Special
General Meeting to make alterations to the Constitution may only be
partitioned by 33 % of financial members. The Notice of Meeting and proposed
alterations must be received by members no less than one month before the
date of the Special General Meeting. f)
The President
may propose a change to a failed Constitution Remit where he feels that
change will be acceptable to a two-thirds voting majority. The club shall publish from time to time, bulletins or magazines which
shall be the official publications of the club. The executive shall promulgate and distribute rules for all trips
and/or events of the club. These trip rules shall be made available at all
times to all members and all members shall be held to consent to and be bound
by all these rules in the same manner as they are bound to the constitution
of the club. No action taken by the Executive or any committee or person acting
under the powers delegated to them by the club, executive or any committee
shall be deemed to be invalidated by reasons only of an inadvertent
irregularity provided that such action is ratified at the first meeting of
the club or executive subsequent to the discovery. Throughout this
constitution and the club trip rules, words imparting the masculine gender
shall be taken as also imparting the feminine gender and vice versa. The Executive and their officers and servants (whether voluntary or
paid) of the club shall be indemnified by the club against expenses incurred
in or about the discharge of their duties except such as happens to be their
own wilful act, neglect or default. a)
The club shall
not be dissolved unless by Special Resolution passed in accordance with the
provisions of Section 24 of The Incorporated Societies Act 1908 and its
amendments. b)
If upon the
winding up or dissolution of the club there remains after the satisfaction of
all debts and liabilities any property whatsoever the same shall not be paid
to, or distributed among the members of the organisation but shall be given
or transferred to some other charitable organisation or body having objects
similar to the objects of the first organisation, or for some other
charitable cause. The rules and regulations of the club shall be open to inspection at the
address of the club at all reasonable tin1es, and a copy thereof shall be
supplied on such terms and conditions as the Executive may from time to time
direct. All notices requiring to be given by these rules
shall be deemed to have been given if they have been posted addressed to the
last known address of the addressee. |
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