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MANCHESTER HOUSE SOCIAL SERVICES SOCIETY
(INCORPORATED)
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RULES OF SOCIETY (Approved 24/08/15)
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1. NAME
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The name of the
Society is MANCHESTER HOUSE SOCIAL SERVICES SOCIETY
(INCORPORATED).
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HISTORIC PREAMBLE
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Manchester House was
established in 1972 on the initiative of the Methodist Quarterly Meeting,
"To promote a Christian social work centre to serve
Feilding and the surrounding district in the name of the Anglican, Methodist
and Presbyterian congregations of Feilding, as an expression of their
commitment to closer cooperation and unity".
(Original Constitution).
The enterprise began as an Opportunity Shop in rented premises in
Manchester Street staffed by volunteers from the member Churches, to serve
the needs of people in the community. In 1974. when sufficient funds had been
accumulated, a Social Service Director was appointed. The Opportunity Shop
had been relocated in Goodbehere Street, with a separate office at 24
MacArthur Street for the Director. Between 1973 and 1978, Trade Aid, Legal
Advice and Budget Advisory Service were added. Manchester House was
registered as an Incorporated Society in 1981, in order to have legal
protection and financial benefit. Also in 1981, a Youth Worker was appointed
. The property at 10 MacArthur Street was purchased in 1981 and opened in
1982 as a Social Service Centre with financial help in the form of mortgages
for $12.000.00 from the two local Presbyterian Churches, and in the same year
the Horticulture Project was commenced. In 1985 the property at 2, 4 and 6
MacArthur Street was purchased to house the Opportunity Shop and Trade
Aid.
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At the end of 1986,
St Paul's Presbyterian Parish withdrew from partnership in the Society,
necessitating relevant amendments to the Constitution.
Manchester House has continued to expand its operation over the years to
respond to the growing and evolving needs in our community. This has included
the acquisition and development of premises for the provision of the
increasing demands for community services.
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The society and its
services provided a vital role in meeting the desperate needs that arose from
the 2004 major floods that severely affected large numbers in the community.
The Society continues to provide rural
support with initiatives instigated to respond to natural and climatic
disasters. The Society has responded to economic pressures in the community
with the development of after school care programmes and the Food Bank. The
Society now assists many families and children who are the victims of
domestic violence. The Society works closely with the Police to respond to
growing issues involving the special needs of our youth, family violence and
drug and alcohol abuse in the community.
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The Society relies
on a large number of volunteers from the community and its committed and
passionate employees to provide its' various services. The services are
generally provided free of charge.
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It is clear that
from the outset, Manchester House was intended as a Christian social service
work. While support from members of the community has been sought, and welcomed, both the first and second
Constitutions clearly intend that control of and responsibility for its
operations remains with the member Churches. In the former, directly through
the need for approval to be gained from Church Courts, and in the latter,
indirectly by means of an Incorporated Society comprised of representatives
from the Churches concerned sitting on the Board of Governance.
It is intended that the motivation for, and conduct of all aspects of the
work of Manchester House will be based on Gospel convictions and Christian
standards.
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2. OBJECTS
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2.1
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The objects for which
the Society is formed are as follows :
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(i)
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In fulfilment of the
teachings of Jesus Christ, to provide for the residents of the town of
Feilding and the surround ing country districts, social services and such
services as may from time to time be required and made available by the
Society.
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(ii)
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To buy, sell and trade
in merchandise of every description for the purpose of raising funds to
finance and further the objects of the Society.
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(iii)
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To employ upon such
terms and conditions as the Society from time to time thinks fit the services
of any person or persons, company or other organisation to assist the Society
in attainment of any of its objects as herein declared. No member of the
organisation, or anyone associated with a member, is allowed to take part in,
or influence any decision made by the organisation in respect of payments to,
or on behalf of, the member or associated person of any income, benefit, or
advantage.
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(iv)
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To raise and acquire
funds by any means for the promotion of any object of the Society herein
referred to or for any similar project to ensure that the aims and objects of
the Society are maintained.
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(v)
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To assume
responsibility for the collection, management and disbursement of any funds
so raised as aforesaid.
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(vi)
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To lease, rent or
purchase any buildings, furniture and effects and equipment necessary to
conduct the business related to the aims and objects of the Society.
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(vii)
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To conduct such other
matters as are, in the opinion of the Board of the Society, incidental or
ancillary to any of the objects above mentioned.
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(viii)
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Any income, benefit or
advantage must be used to advance the charitable purposes of the
Society.
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2.2
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(a)
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Make regulations or
bylaws to advance the attainment of any of the above objects.
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(b)
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Do any act or thing
incidental or conductive to the attainment of any of the above objects.
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2.3
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Notwithstanding the
above mentioned rules:
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(a)
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The Society shall be
limited in furthering or attaining its objects to the advancement of
charitable purposes in New Zealand, and
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(b)
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No member of the
Society shall derive any personal pecuniary gain from membership of the
Society.
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3. POWERS
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3.1
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In addition to its
statutory powers, the Society:
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(a)
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May use such of its
funds to pay the costs and expenses of furthering or carrying out its
objects, and for that purpose may employ such people as may seem
expedient,
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(b)
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May purchase, lease,
hire or otherwise acquire, may exchange. and may sell, lease or otherwise
dispose of property, rights or privileges to further or carry out its objects
as may seem expedient,
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(c)
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May invest in any
investment in which a trustee might invest, and
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(d)
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Shall have power to
borrow or raise money by debenture, bonds, mortgage and other means with or
without security, but such borrowing powers shall not be exercised other than
by resolution of a General Meeting of which proposed resolution at least ten
clear days' written notice was given by circulation to all Members or by
notification in the public notices column of a local daily newspaper.
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3.2
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Notwithstanding any
other provision, the Society shall not expend any money:
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(a)
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Other than to further
purposes recognised by law, nor
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(b)
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For the sole personal
or individual benefit of any Member.
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3.3
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Any transactions
between the Society and any Member, officer or member of the Board, or any
associated persons shall be at arms' length and in accordance with prevailing
commercial terms on which the Society would deal with third parties not
associated with the Society, and any payments made in respect of such
transactions shall be limited to:
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(a)
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A fair and reasonable
reward for services performed,
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(b)
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Reimbursement of
expenses properly incurred,
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(c)
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Usual professional,
business or trade charges, and
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(d)
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Interest at no more
than current commercial rates.
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4. MEMBERSHIP
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4.1
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The membership of the
Society shall be open to any person who is sympathetic to the aims and
objects of the Society on application being made in writing on the prescribed
form and payment of the set fee/subscription.
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The Board or its
designated Committee shall decide whether to accept or decline a membership
application.
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4.2
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The classes of
membership and the method by which members are admitted to different classes
of membership is as follows:
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(a)
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Individual Member
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An Individual Member
is an individual or incorporated or unincorporated body admitted to
membership under Rule 6.0 and who or which has not ceased to be a member
under any other Rule.
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(b)
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Supporting Member
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A Supporting Member is
an individual, incorporated or unincorporated body admitted to membership
under Rule 6.0 and who or which has not ceased to be a member under any other
Rule.
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(c)
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Corporate Member
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A Corporate Member is an incorporated or
unincorporated body admitted to membership under Rule 6.0 and which has not
ceased to be a member under any other Rule.
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(d)
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Life Member
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A Life Member is a
person honoured for meritorious services to the Society after recommendation
by the Board and election as a Life Member by resolution of a General Meeting
passed by a two-thirds majority of those present and voting. A Life Member
shall have all the rights and privileges of an Individual Member and shall be
subject to all the duties of an Individual Member except those of paying
subscriptions and levies.
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(e)
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Honorary Member
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An Honorary Member is
a person honoured for services to the Society or in an associated field
elected as an Honorary Member by resolution of a General Meeting passed by a
two-thirds majority of those present and voting. An Honorary Member shall
have no membership rights, privileges or duties.
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4.3
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Every Individual,
Supporting, and Corporate Member shall advise the Chief Executive Officer of
any change of address.
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4.4
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The Chief Executive
Officer shall keep a membership register of Individual, Supporting, and
Corporate Members recording their names and addresses and the dates each
member became a member.
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4.5
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All members (and Board
members) shall promote the interests and the objects of the Society and shall
do nothing to bring the Society into disrepute.
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4.6
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Copies of this
constitution shall be provided (at cost) to any Member on request.
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5. ADMISSION OF MEMBERS
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5.1
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Applicants for
membership as Individual Members, Supporting Members, or Corporate Members
shall complete an application form provided by the Chief Executive Officer
and supply such information as may be required by the Chief Executive
Officer.
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5.2
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Membership
applications shall be considered by the Chief Executive Officer who may
interview representatives of an applicant Individual Member or an applicant
Corporate Member in consultation with the Board or its designated committee.
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5.3
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The Board or its
designated committee shall have discretion whether or not to admit a
membership applicant, and shall advise the applicant of its decision.
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6. SUBSCRIPTIONS AND LEVIES
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6.1
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In the event of the
Board of the Society deciding to levy annual Subscriptions for membership of
the Society then and in any such event the following provisions shall
apply:
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(i)
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Annual subscription
for membership of the Society shall be such sum as shall be determined from
time to time by the Annual General Meeting of the Society and the
subscription so fixed shall be due and payable in advance as from the 1st day
of July in each financial year.
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(ii)
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Any member whose
Subscription for the preceding financial year is in arrears after the 30th
day of June may be struck off the register of members, provided always
however that the Board shall have the power to reinstate any person or
persons so struck off if satisfactory explanation is received and payment is
made by such person of all arrears of Subscriptions then due.
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6.2
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The annual
subscription (or the amount of any periodic payments if the General Meeting
decides that it is payable by instalments) and any capitalisation fees for
different classes of membership for the following calendar year shall be set
by resolution of a-General Meeting.
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6.3
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The Board or its
designated committee may by resolution impose a levy or levies on members in
different classes of membership in any calendar year up to a maximum
totalling 50 per cent of the annual subscription for that year for each class
of member.
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6.4
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Any member failing to
pay the annual subscription (including any periodic payment), any levy, or
any capitation fees within one calendar month of the date the same was set
shall be considered as unfinancial and shall (without being released from the
obligation of payment) have no membership rights and shall not be entitled to
participate in any Society activity until all the arrears are paid. If such
arrears are not paid within six months of the date the subscription or levy
became due or such later date as the Chief Executive Officer may determine
the member's membership shall be deemed to have been terminated and the
member shall cease to hold himself or herself out as a member of the Society,
and shall return to the Society all material produced by the Society
(including any Membership certificate, handbooks and manuals).
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7. CESSATION OF MEMBERSHIP
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7.1
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Any member may resign
from that member's class of membership by written notice to the Chief
Executive Officer, and each such resignation shall take effect from the end
of the Society's then current financial year, but the member resigning shall
remain liable to pay all subscriptions, levies and any other fees to the end
of that year, and shall cease to hold himself or herself out as a member of
the Society, and shall return to the Society all material produced by the
Society (including any Membership certificate, handbooks and manuals).
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7.2
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The Board or its
designated committee may declare that a member is no longer a member (from
the date of that declaration or such date as may be specified) if that member
ceases to be qualified to be a member or is convicted of any indictable
offence or offence for which a convicted person may be imprisoned, is
adjudged bankrupt, makes a composition with creditors, or (if-a body
corporate) is wound up or placed in receivership or liquidation.
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7.3
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After due enquiry and
having given the Member the right to be heard, the Executive may by letter
invite any Member within a specified time to retire for failure to comply
with these Rules or any of the other duties of a Member. If the Member does
not so retire, the Executive may recommend to a General Meeting that the
Member be expelled, and after the Member has been given the opportunity of
being heard by or providing written comments to the General Meeting, that
Meeting may expel the Member by resolution passed by a two thirds majority of
those present and voting.
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7.4
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A Member whose
membership is terminated under Rules 7.1,7.2 or 7.3 shall remain Iiable, to
pay all subscriptions and levies to the end of the Society's then financial
year.
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8. RE-ADMISSION OF FORMER MEMBERS
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8.1
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Any former member may
apply for re-admission in the manner prescribed for new applicants, and may
only be re-admitted by decision of the Board.
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8.2
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However, if a former
member's membership was terminated under either of Rules 7.1 or 7.2 or 7.3
the applicant shall not be re-admitted by the Board without the prior
approval of a General Meeting.
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9. GOVERNANCE
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The affairs of the
Society shall be governed by a Board of at least ten persons and not more
than twelve persons which shall consist of the following:
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(a)
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Two representatives
appointed to membership of the Board by the Vestry of the Anglican Parishes
of the Oroua District who should be members of that Parish. Such
representatives may include the Minister of the Parish.
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(b)
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Two representatives
appointed to membership of the Board by the Parish Council of the
Feilding-Oroua Methodist Parish, Feilding. Such representatives may include
the Minister of the Parish.
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(c)
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Two representatives
appointed to membership of the Board by the Parish Council of Feilding Oroua
Presbyterian Parish, Feilding. Such representatives may include the Minister
of the Parish.
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(d)
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The Chair is to be
selected or appointed from the Church representatives or the Board
representatives from the Community.
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(e)
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Up to four other
persons elected at the Annual General Meeting to be representatives of the
wider community. A further two persons maybe co-opted or appointed on to the
Board during the term of the Board. Such appointments to enable the Board to
seek people with special skills that maybe required from time to time to
assist the Board. A total of six persons from the wider community.
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(f)
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If during the term of
the Board, any person is co-opted or appointed as permitted above, then that
appointment expires at the next Annual General meeting.
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(g)
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The power to co-opt
and appointment can be utilised to appoint replacement appointments for any
vacancy that may arise during the term of the Board, which concludes at the
next Annual General meeting,
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(h)
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All these people to be
members of the Society in accordance with Rule 4.
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(i)
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The Board shall have
the power to establish such committees, subcommittees and working parties as
it considers appropriate to assist it to carry out its functions. These shall
be responsible to the Board.
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(j)
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The office of a Board
member becomes vacant if he or she dies, resigns, or that Member is, or
becomes, in the opinion of the remaining Board Members by way of majority
resolution of those Board Members, incapable or unfit to continue to hold
office as a Board Member.
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(k)
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The role of the Board
shall include but is not limited to the following:
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(i)
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to establish and
develop the strategic focus/plan of Manchester House and delegate the
management or its implementation to the Chief Executive Officer including
establishing boundaries, responsibility and accountability appropriately
delegated.
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(ii)
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appoint a Chief
Executive Officer to manage the business with the authority to run and manage
the business of Manchester House;
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(iii)
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approve policies and
ensure adherence to them, such adherence monitored by requiring the Chief
Executive Officer to report against them monthly to the Board,
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(iv)
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establish an annual
budget and delegate the Chief Executive Officer its implementation with the
Chief Executive Officer providing monthly reports to the Board,
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(v)
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ensure that risks are
identified and that appropriate mitigating policies and practices are
established and monitored by the Chief Executive Officer with regular reports
to the Board,
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(vi)
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monitor the effective
operation and financial performance of the business through the Chief
Executive Officer.
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(vii)
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to assess the
strategic development of Manchester House regularly.
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(l)
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Board members shall be
appointed for a term of three years. Board Members shall be appointed for a
maximum of two terms (i.e. six years). No Board Member is able to continue on
the Board for more than six years. The Chair of the Board shall not hold that
office for more than six years.
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10. ELECTION OF OFFICERS AND EXECUTIVE
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10.1
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The following Board
Member shall be elected annually at the AGM:
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(a)
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Patrons (optional),
and
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(b)
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Four persons from the
Membership shall be elected as community representatives. One of whom shall
also be eligible to be Chair of the Society's Board.
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(c)
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The Chair of the
Board, who may be selected from eligible Board members.
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10.2
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The Board shall, in
addition to all other duties described in these Rules, generally oversee and
direct the affairs and business of the Society.
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10.3
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The election of
Community Board Members shall be conducted as follows:
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(a)
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Written nominations
for nominees under Rule 10.1, accompanied by the written consent of each
nominee, shall be received by the Secretary not less than 28 clear days
before the date of the Annual General Meeting .
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(b)
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Not less than seven
clear days before the date of the Annual General Meeting the Secretary shall
post to all Members a voting paper listing all Officer nominees and such
information (not exceeding one side of an A4 sheet of paper) as may be
supplied to the Secretary by or on behalf of each nominee in support of the
nomination.
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(c)
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If there are
insufficient valid nominations received under sub Rule (a) above, but not
otherwise, further nominations may be received from the 'floor at the Annual
General Meeting.
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(d)
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Votes shall be cast in
such manner as the Chair of the Annual General Meeting shall determine.
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(e)
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The Secretary and some
other Member (who is not a nominee) designated by the Chair of the Annual
General Meeting shall act as scrutineers for the counting of the votes and
destruction of any voting papers.
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(f)
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In the event of any
vote being tied the tie shall be resolved by the incoming Board.
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10.4
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At a Board meeting to
be held within one month of the Annual General Meeting each financial year,
members of the Board shall be appointed to the offices of Deputy Chair,
Secretary and Financial Officer, to hold office until their successors are
appointed at a Board meeting following the next Annual General Meeting and
establish the various Committees.
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10.5
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Any person nominated
for the above office may signify his or her acceptance of such nomination,
either in person or in writing, in the event of absence from such meeting.
The Board of the Society has the power to fill casual vacancies during the
course of any financial year.
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10.6
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If a vacancy in the
position of Chair, Deputy Chair, Secretary, Financial Officer or other Board
member occurs between Annual General Meetings that vacancy shall be filled by
the Board.
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10.7
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Any officer or other
member of the Board may be removed by a resolution of a General Meeting of
which prior notice was given in the notice of meeting and which is passed by
a two thirds majority of those present and voting.
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10.8
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All Board meetings
shall be chaired by the Chair or in the Chair's absence by the Deputy Chair,
or in the absence of both of them by some other Board member elected for the
purpose by the meeting, and any such Chair shall have a deliberative and
casting vote.
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10.9
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The quorum for Board
meetings is at least half the number of the Board members.
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10.10
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Only Board members
elected under Rule 9 or appointed under Rule 10.5 who are present in person
or by telephone or video link shall be counted in the quorum and entitled to
vote.
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10.11
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The Board may appoint
subcommittees consisting of such persons (whether or not members of the
society) and for such purposes as it thinks fit. Unless otherwise resolved by
the Board:
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(a)
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The quorum of every
subcommittee is half the members of the subcommittee;
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(b)
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No subcommittee shall
have power to co-opt additional members;
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(c)
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No subcommittee may
commit the Society to any financial expenditure without express authority,
and;
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(d)
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No subcommittee may
delegate any of its powers.
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10.12
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The Board and any
subcommittee may act by resolution approved by not less than two thirds of
the members of the Board or subcommittee in the course of a telephone
conference call or through a written ballot conducted by mail, facsimile or
email.
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10.13
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The Board from time to
time may make and amend regulations, bylaws and policies for the conduct and
control of Society activities, but no such regulations, bylaws and policies
shall be inconsistent with these Rules. These Rules, and such regulations,
bylaws and policies shall be available at all reasonable times for inspection
by members, and copies shall be provided (at cost) to any Member on
request.
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10.14
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The Chair (and in the
absence of the Chair the Deputy Chair) shall, in addition to all other duties
described in these rules, generally supervise and direct the affairs and
business of the Society.
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10.15
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Other than as
prescribed by statute or these Rules, the Board may regulate its proceedings
as it thinks fit.
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10.16
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Members of the Board
and of subcommittees shall be entitled to be reimbursed by the society for
any reasonable actual expenses incurred by them on behalf of the society as
approved by resolution of the Board.
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10.17
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Subject to statute,
these Rules and the resolutions of General Meetings, the decisions of the
Board on the interpretation of these Rules and all matters dealt with by it
in accordance with these Rules and on matters not provided for in these Rules
shall be final and binding on all members.
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10.18
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Each officer shall
within one calendar month of submitting a resignation or ceasing to hold
office deliver to that officers successor all books, papers and other
property of the Society possessed by such former officer.
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10.19
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The Board may employ
any person or company to administer or manage the affairs of the
Society.
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10.20
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Indemnity for Board:
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(a)
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No Officer or member
of the Board shall be liable for the acts or defaults of any other Officer or
member of the Board or any loss occasioned thereby, unless occasioned by
their wilful default or by their wilful acquiescence.
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(b)
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The Officers, Board
and each of its members shall be indemnified by the Society for all
liabilities and costs incurred by them in the proper performance of the
functions and duties, other than as a result of their wilful default.
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11. MANAGEMENT BY THE CHIEF EXECUTIVE
OFFICER
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11.1
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From the end of each
Annual General Meeting until the end of the next, the Society shall be
administered, managed and controlled by the Chief Executive Officer, who
shall be accountable to the Board for the implementation of the policies of
the Society as approved by any General Meeting.
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11.2
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Subject to these Rules
and the resolution of any General Meeting, the Chief Executive Officer may
exercise all the Society's powers, other than those required by statute or by
these Rules to be exercised by the Society in General Meeting.
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11.3
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The Chief Executive
Officer shall report to with the Board at least monthly (but need only report
once in the December/January period) at such times and places and in such
manner (including by telephone or video conference) as it may determine and
otherwise where and as convened by the Chair or Secretary.
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12. SECRETARY
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12.1
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The Board shall
appoint from one of its members someone to hold the office of Secretary. That
person shall be responsible for ensuring that there is:
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(a)
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a record of the
minutes of all General meetings and Board meetings, and all such minutes when
confirmed by the next such meeting and signed by the Chair of that meeting
shall be prima facie evidence that meeting was duly called and shall prima
facie be a true and correct record of what occurred at that meeting.
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(b)
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The Secretary shall be
responsible for ensuring that the Chief Executive Officer and where
appropriate Service Managers hold the Society's records, documents, and
books.
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(c)
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The Secretary shall
deal with and answer correspondence and perform such other duties as directed
by the Board. The Secretary shall be responsible for ensuring that the Chief
Executive Officer answers all correspondence on behalf of the Board.
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13. REGISTERED OFFICE
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13.1
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The Registered Office
of the Society shall be at such place as the Board from time to time
determines.
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14. FINANCE
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14.1
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The Financial Officer
shall be responsible for ensuring to review the monthly transactions
submitted by the Chief Executive Officer; and provide annual reports to the
Board and keep such books of account as may be necessary to provide a true
record of the Society's financial position, report on the Society's financial
position to each Board meeting, and present the official annual Statement of
Accounts (Income and Expenditure Account and Balance Sheet) to the Annual
General Meeting together with a budget for the next financial year as
prepared by the Chief Executive Officer and Management.
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14.2
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(i)
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The funds of the
Society shall be under the control of the Financial Officer according to
policies laid down by the Board and its Committees and kept in bank accounts
in the name of the Society with any Trading or Savings bank considered
appropriate. All accounts are to be paid according to predetermined
delegations and payments approved by the Board or its Committees. All cheques
are to be signed by two of those persons to whom the authority has been duly
delegated by the Board.
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If established, an
Emergency Account shall be operated by the Board, CEO or Service Managers as
appropriate.
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(ii)
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Funding for the
operations of the Society in addition to the profits from the Opportunity
Shop shall be derived from: contracts, grants, gifts, donations.
sponsorships, legacies, membership subscriptions and other means as
determined by the Board or its Committees.
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14.3
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All money received on
account of the Society shall be banked within seven days of being
received.
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14.4
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All accounts paid or
for payment shall be submitted to the Chief Executive Officer for approval of
payment.
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14.5
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The Society's
financial year shall commence on 1st July of each year and end on 30th June
in the following year.
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14.6
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The Annual General
Meeting each year may appoint an auditor (who is a member of the New Zealand
Institute of Chartered Accountants and not a member of the Society) to audit
the annual accounts of the Society and provide a certificate of correctness
of the same, and if any such auditor is unable to act the Board shall appoint
a replacement auditor.
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14.7
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The Board shall have
power to borrow such sums of money and to give such security by way of
debenture mortgages charge or lien over or upon the whole or any part of the
Society's property or assets as it thinks fit PROVIDED HOWEVER that the Board
shall first obtain the consent of not less than two thirds of the financial
members of the Society present at an Ordinary or Extraordinary Meeting of the
Society in any cases where the amount proposed to be borrowed as aforesaid
exceeds the sum of Fifty thousand dollars ($50,000) by the Society only if a
notice of twenty eight days has been posted to all members advising that at
such meeting the Board will seek authority to exercise the powers of
borrowing and granting of security.
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15. EXECUTION OF
DOCUMENTS
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15.1
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The Common Seal of the
Society shall be retained by the Secretary.
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15.2
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Documents shall be
executed for the Society pursuant to a resolution of the Board:
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(a)
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By affixing the Common
Seal witnessed by the Chair or Deputy Chair and countersigned by some other
member of the Board, or
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(b)
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Where the document is
not required by statute to be executed under common seal, by the Chair or
Deputy Chair and some other member of the Board signing on behalf of the
Society.
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16. GENERAL
MEETINGS
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16.1
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The Annual General
Meeting shall be held within three (3) months of the end of the financial
year in each year at a time and place fixed by the Board.
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16.2
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Special General
Meetings may be called by the Board or by written requisition to the
Secretary care of the Chief Executive Officer signed by not less than a
quarter of the financial Individual, Supporting, or Corporate Members.
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16.3
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At least fourteen days
before any General Meeting the Chief Executive Officer on behalf of the
Secretary shall post to all Individual, Supporting, or Corporate Members and
Life Members written notice of the business to be conducted at the General
Meeting (including in the case of Annual General Meetings copies of the
Annual Report, Statement of Accounts, a list of and information about
nominees, and notice of any motions and the Board's recommendations in
respect thereof). The failure for any reason of any Member to receive such
notice shall not invalidate the meeting or its proceedings.
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16.4
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General meetings may
be attended by all members of whatever class of membership, but only
financial Individual, Supporting, or Corporate Members and Life Members are
entitled to vote.
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16.5
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A financial
Individual, Supporting, or Corporate Member or Life Member shall be entitled
to vote by written proxy in favour of another financial Member present at the
meeting, but no other proxy voting shall be permitted.
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16.6
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The quorum for General
Meetings is ten.
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16.7
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All General Meetings
shall be chaired by the Chair or in the Chair's absence by the Deputy Chair
or in the absence of both of them by some other Board member elected for the
purpose by the Meeting, and any such Chair shall have a deliberative and
casting vote.
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16.8
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(a)
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Votes shall
be exercised as follows:
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(i)
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At General Meetings
voting shall be by voices, by show of hands or, on demand of the Chair or of
any financial Member present, by secret ballot, and on any secret ballot each
financial Member shall be entitled to one vote.
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(ii)
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Unless otherwise
required by these rules, all questions shall be determined by a simple
majority of those present and voting at the General Meeting.
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(iii)
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To determine any issue
already lawfully before a General Meeting (including any election or
amendment to these Rules) the meeting may resolve to hold a postal ballot in
accordance with the procedures set out in paragraph (v) of this Rule.
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(iv)
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To determine any issue
(including any amendment to these Rules) the Board may resolve to hold a
postal ballot in accordance with the procedures set out in paragraph (v) of
this Rule .
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(v)
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In respect of postal
ballots held under this Rule:
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Only financial Members
may vote in any postal ballot,
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The resolution to hold
a postal ballot shall set a closing date and time for ballots to be received
by the Secretary, but the closing date shall be no earlier than a fortnight
after the date ballot papers are sent out to financial Members (excluding the
date of posting),
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In respect of any
motion to amend these Rules by postal ballot, the motion shall be accompanied
by reasons and recommendations from the Board, and such motion must be passed
by a two-thirds majority of those voting,
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Voting in a postal
ballot may be by ballots returned to the Secretary by mail, delivery,
facsimile or email,
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The Secretary shall
declare the result of the postal ballot, and
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The result of any
postal ballot shall be as effective and binding on Members as a resolution
passed at a General Meeting.
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(b)
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A resolution passed by
the required majority at any General Meeting or by postal ballot binds all
members, irrespective of whether they were present at the General Meeting
where the resolution was adopted or whether they voted.
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16.9
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The business of the
Annual General Meeting shall be:
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(a)
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Minutes of the
previous General Meeting(s),
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(b)
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Annual Report of the
Chief Executive Officer,
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(c)
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Audited Statement of
Accounts, including Income and Expenses, Account and Balance sheet for the
present year,
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(d)
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Election of any
Patron(s), Chair and the Community Board members,
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(e)
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Appoint the Auditor
and Legal Advisor for the ensuing year.
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(e)
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Motions of which
notice has been given,
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(f)
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Approval of a budget
for the next financial year, and
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(g)
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General business.
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16.10
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Any member wishing to
give notice of any motion for consideration at the Annual General Meeting
shall forward written notice of the same to the Secretary not less than 28
clear days before the date of the meeting. The Board may consider all such
notices of motion and provide recommendations to members in respect
thereof.
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16.11
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The Chair of the
Society shall have the right to take the chair at all meetings of the Society
or of the Board, committees, subcommittees and working parties but should the
Chair be absent or decline his or her right to take the chair as aforesaid
the Deputy Chair if present shall have the right to preside but in his or her
absence the Society or Board as the case may be shall elect one of their
number to take the chair at such meeting.
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17. EXTRAORDINARY
GENERAL MEETINGS
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17.1
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An Extraordinary
General Meeting shall be convened by the Secretary at any time on the
instructions of the Board, the Designated Committee or on written requisition
signed by at least six financial members and setting out the business for
which such meeting is desired. In the latter case the Extraordinary General
Meeting shall be convened for a date within one month from the date on which
the requisition was lodged. Seven days' notice in writing shall be given to
all members of the Society including the Legal Advisor, of an Extraordinary
General Meeting to consider all matters including the purchase, sale or
mortgaging of real property except that when alteration of the Rules is to be
considered, 28 days' notice shall be given, and such notice shall clearly
indicate the nature of the business to be transacted.
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18. PROCEDURE AT
MEETING
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18.1
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At all meetings of the
Society or of the Board and Committees the same shall be conducted in
accordance with the recognised rules of debate and of the conduct of business
meetings. The method of decision making at all meetings shall be by consensus
with a vote being taken if unanimity cannot be achieved; the decision being
that of the majority. If, however. a poll is demanded by at least five
members then the method of voting shall be by ballot and for this purpose the
meeting shall appoint two scrutineers who shall declare the result of such
voting. Any motion or resolution shall be deemed to be carried if passed by
the majority of such members as are present and being entitled to do so vote
on such motion. The Chair of the meeting shall be entitled to a deliberative
vote and in the event of any equality of votes the Chair shall in each case
be entitled to a casting vote.
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At any meeting,
whenever a matter is to be discussed that a member or members have a vested
interest in, they shall immediately declare that interest and withdraw from
the discussion and not vote on the matter.
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19. ALTERATION OF
RULES
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19.1
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These rules may be
amended or replaced by resolution of any General Meeting passed by two thirds
majority of those Members present and voting, provided that no amendment may
be made which would alter:
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(a)
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The exclusively
charitable nature or tax-exempt status of the Society,
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(b)
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The rules precluding
Members from obtaining any personal benefit from their membership, or
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(c)
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The rules as to
winding up.
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19.2
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Any proposed motion to
amend or replace these Rules shall be signed by a majority of Members and
given in writing to the Secretary at least 28 clear days before the General
Meeting at which the motion is to be considered, and accompanied by a written
explanation of the reasons for the proposal.
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19.3
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At least 28 clear days
before the General Meeting at which any such proposal is to be considered,
the Secretary shall post written notice to all Individual Members and
Corporate Members of the proposed motion, of the reasons for the proposal,
and of any recommendations from the Board in respect thereof.
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19.4
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No alteration be made
to the provisions of these Rules without first obtaining the consent in
writing from the governing bodies of the three churches being Anglican
Parishes of the Oroua District, Feilding-Oroua Methodist Parish and Feilding
Oroua Presbyterian Parish to any such proposed alteration.
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20. SERVICE OF NOTICES
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In any case under
these Rules where notices are required to be given to members of the Society
such notices shall be deemed to have been duly given if they are posted to
every member of the Society at the postal address of such member as appearing
in the records of the Society.
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21. COMPLAINTS AND
DISCIPLINE
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21.1
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The Board will
establish a standing committee for the purposes of responding to any
complaints. The standing committee shall report to the Board at the regular
Board meetings and shall keep the Board informed of all complaints and the
Committees actions as set out below.
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21.2
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Any complaint about
any member, whether from another member or any other person, shall be lodged
in writing with the Secretary. Any complaint shall be referred to the duly
established standing committee and the procedures set out below shall be
observed:
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(a)
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The Committee shall
have the following discretions:
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(i)
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If the nature of the
complaint indicates that the Subject matter should be dealt with by any Court
or tribunal, the Committee may decline to investigate or deal with the
complaint until any such body has dealt with the issues which are the subject
of the complaint. If the decision of any such body:
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Effectively disposes
of the complaint, the Committee may decide to take no further action, or may
on the basis of that decision without further investigation take such action
as it deems appropriate, with or without calling on the complainant or member
to provide further information or to make submissions; or
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Does not effectively
dispose of the complaint, the Committee may decide to undertake such further
investigations as it thinks fit, and then follow the procedures set out in
paragraph (b)(iv) - (viii) of this rule.
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(ii)
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The Committee may
decline to investigate or consider the complaint if the nature of the
complaint indicates that the subject matter is petty, frivolous, or
inconsequential.
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(iii)
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The Committee may
decline to investigate or consider the complaint if, during enquiries being
made by or on behalf of the Committee, it becomes apparent to the Committee
that it is not appropriate further to investigate or consider the complaint.
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(iv)
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If the investigation
or consideration of the complaint are likely to require extensive enquiries,
a considerable time input, or advice to the Committee from professional
advisers, the Committee may at any time:
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Decline further to
investigate or consider the complaint; or
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Require the
complainant to deposit with the Society such sum as the Committee thinks fit
to reimburse the Society wholly or partly for the costs of those making the
enquiries or considering the complaint and/or the Society's professional
adviser's fees before further investigating or considering the
complaint.
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(b)
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The following
procedures shall be observed when a complaint is investigated and
considered
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(i)
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The member shall be
given a copy of the complaint;
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(ii)
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The member shall have
the opportunity to provide a detailed written response to the complaint
within not less than two weeks after receiving a copy of the complaint or
such further time as may be allowed by the Committee established by it for
the purpose of hearing and deciding upon the complaint;
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(iii)
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Further enquiries may
be made by or on behalf of the Committee, and the results of those enquiries
shall be made known to the complainant and the member;
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(iv)
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The Committee shall
allow the complainant and the member the opportunity to be heard by the
Committee (and no person who has any direct or Indirect Interest In the
complaint or who is in any way biased shall hear and determine the
complaint);
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(v)
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The Committee may:
Dismiss the complaint; Uphold the complaint and do one or more of the
following:
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>
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Reprimand or admonish
the member;
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>
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Suspend the member
from membership for a specified period;
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>
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Alter the membership
classification of the member;
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>
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Impose a fine on the
member; or
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>
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Expel the member;
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(vi)
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The Committee shall
respect the confidentiality of the proceedings; and
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(vii)
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The decision and any
reasons which may be given (without any obligation to give such reasons) for
that decision shall be conveyed to the complainant and the member in writing,
and may at the discretion of the Committee be conveyed to members,
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(c)
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The decisions of the
Committee hearing and deciding upon any complaint under this Rule shall be
final and binding on the complainant and the member complained against, and
shall not be subject to any review or challenge.
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21.3
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A member whose
membership is terminated under this Rule relating to complaints against
members shall remain liable to pay all subscriptions and levies to the end of
the calendar year in which the membership was terminated, shall cease to hold
himself or herself out as a member of the Society, and shall return to the
Society all material produced by the Society (including any Membership
certificate, handbooks and manuals).
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22. WINDING UP
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22.1
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The Society may be
wound up under the provisions of the Charitable Trusts Act 1957.
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22.2
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In the event of the
Society being wound up, all property and funds of the Society after payment
of all accounts and discharge of all liabilities on behalf of the Society
shall thereafter be paid to or vested in the following bodies in equal shares
for use in activities with similar aims to those of the Society:
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The Vestry of the
Anglican Parishes of the Oroua District
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The Parish Council of
the Feilding-Oroua Methodist Parish
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The Parish Council of
the Feilding Oroua Presbyterian Parish
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or given or
transferred to another organisation that is charitable under New Zealand law
and has purposes similar to those of the Society within the region of
Feilding and surrounding Manawatu District or in the absence of the above as
the High Court directs.
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22.3
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The Society shall be
wound up if at a General or Extraordinary General Meeting of the Society of
which due notice has been given to members the majority of members present
and entitled to vote pass a resolution for the winding up of the Society and
provided further that such resolution is confirmed at a subsequent General or
Extraordinary General Meeting of the Society held not later than thirty days
from the date of passing of the first resolution.
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23. CASES NOT
PROVIDED FOR
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Any matter that may
arise in connection with the Society or its activities for which no provision
or insufficient provision is made in these Rules and any question as to the
interpretation of these Rules shall be dealt with and determined by the Board
and the Board's decision thereon shall be conclusive and binding on all
members.
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Signed at Feilding this 24th day of August 2015
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