CONSTITUTION AND RULES

GUARDIANS OF PĀUATAHANUI INLET INCORPORATED

(Registered twenty-seventh day of May 1991)

(Amended 15 July 1998; 25 June 2009; 3 June 2010; 26 June 2014; 23 June 2016)

 

1. NAME

The name of the Society shall be GUARDIANS OF PĀUATAHANUI INLET INCORPORATED (hereinafter referred to as “the Society”).

 

2. INTERPRETATION

In these rules, unless the context requires a different interpretation:

‘APPOINTED’ means appointed to office whether by election or otherwise and ‘appointment’ has a corresponding meaning.

‘INLET’ shall have the same meaning as that hereinafter ascribed to the words ‘PĀUATAHANUI INLET’.

‘MEMBER’ means a natural person or corporate body admitted to membership of the Society in accordance with rules 5(a) and 5(b).

‘MANAGEMENT COMMITTEE’ means the executive body of the Society appointed in accordance with Rule 6.

‘COMMITTEE MEMBER’ means a member of the Management Committee appointed from time to time in accordance with these Rules.

‘PĀUATAHANUI INLET’ means all or any part of that part of the Porirua Harbour generally known by that name together with all lands, fresh or salt waters, streams, oceans or drains and any other environ, including the atmosphere, that in the opinion of the Society affects any part of the Inlet.

 

3. OBJECTS

The Objects of the Society shall be:

(a) Consistently with its ecological values, to encourage, promote, protect, maintain and foster the natural, historic and cultural values of Pāuatahanui Inlet.

(b) To promote recognition locally, regionally, nationally and internationally of the ecological values and standing of the Inlet.

(c) To educate all persons, corporations, organisations, governments and their agencies in the values set out in these Objects.

(d) To represent all members of the Society and the views and interests of the citizens of the region in matters affecting the Inlet.

(e) To promote and facilitate the implementation of the Porirua Harbour Strategy and Action Plan (including any amendments made to that plan or any plan adopted in substitution for it) by:

(i) fostering community awareness and support for the Strategy;

(ii) fostering community awareness and understanding of the management responsibilities that various management agencies and other bodies have within the Inlet and its catchment;

(iii) liaising with various management agencies and other bodies to assist with and facilitate the implementation of the Strategy;

(iv) supporting, promoting and contributing toward programmes and projects aimed at implementing or supporting the Strategy and its vision;

(v) monitoring and reviewing the implementation and effectiveness of the Strategy; and 

(vi) assisting with any review of the Strategy.

(f) To publish such materials, cause appearances and representations to be made in any forum or circumstance and to hold such conferences, forums and huis as required for the promotion of any of the Society’s Objectives.

(g) To carry out research, surveys, and investigations of all kinds which may be considered in any way of benefit or use to the Society or its members in furthering the Objects of the Society herein set out.

(h) To work with or support any other person or group, whether incorporated or not, with similar Objects, for the benefit of Pāuatahanui Inlet (or any other part of New Zealand when matters of practice or law or statute are viewed by the Management Committee as a precedent affecting the Inlet).

(i) To consult with the communities around the Inlet and to provide opportunities for the public to share in celebrating and caring for the Inlet.

(j)   Generally, to do all such other things as may be incidental or conducive to the attainment of these Objects or any of them or any part of any of them.

(k) To engage in any other activities and processes that are complementary to any of the foregoing Objects in areas adjacent to the Inlet as may be deemed appropriate to the circumstances.

The Objects specified in the preceding paragraphs of this Rule 3 shall not be limited or restricted by reference to or inference from the provisions of any paragraph of this Rule 3.

 

4. POWERS

Incidental or conducive to the carrying out of all or any of the above Objects the Society shall have the following powers:

(a) To purchase, take on lease or exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Society may think necessary or convenient.

(b) To fund its activities by subscriptions, fees, income, grants, gifts or any other lawful means including the granting of any right or privilege.

(c) To borrow, raise or secure the payment of money in such a manner as the Society shall think fit with or without security.

(d) To invest, lend, advance, and deal with the moneys of the Society not immediately required in such investments as the Society may think fit.

(e) To appoint, remove or suspend any employees of the Society and direct and control them and fix their remuneration.

(f)  To make, adopt, vary and publish rules, bylaws and regulations dealing with any of the matters comprised in the above-mentioned Objects and take all such steps as shall be deemed necessary or advisable for enforcing such rules, regulations, bylaws and conditions.

(g) To receive or take any gifts of money or property for any of the purposes and Objects of the Society whether subject to any special trusts or not, and whether as sole trustee or not, but the Management Committee of the Society may decline to accept any gift or donations or take over or hold any property which has annexed to it any condition or obligation not approved by the Management Committee.

(h) To make, draw, accept, discount and execute any promissory notes, bills of exchange, debentures or other negotiable instruments.

(i)  To subscribe to, become a member of, and cooperate with, any other society whether incorporated or not whose Objects are altogether or in part similar to those of the Society and to procure from and communicate to such society such information as may be likely to forward the Objects of The Society .

(j)  To provide services for and assistance to any other persons or groups whether incorporated or not whose Objects are altogether or in part similar to those of the Society.

(k) To acquire or subscribe for shares or other equity securities in any company or other incorporated body.

(l) To enter into any contract, make any arrangements or undertake any activity for the financial or other benefit of the Society.

(m) To do all such other acts and things as are incidental or conducive to the attainment of any of the Objects of the Society.

(n)  No action of the Society using the powers in Rules 4(a) – (m) will be permitted if it were to result in the Society losing its status as a charitable entity under the Charities Act 2005 or any amendment or statutory provision in substitution thereof.

 

5. MEMBERSHIP

(a)  Membership of the Society may consist of:

(i)       Individual members;

(ii)      Family members;

(iii)     Corporate members; and

(iv)     Associate members.

(b) Admittance to any category of membership shall be subject to acceptance by the Management Committee and upon payment of the appropriate subscription. Members in each category of membership shall have rights and privileges, and shall pay subscriptions, in accordance with these Rules. In the case of an associate member, the rights and privileges and the subscription payable shall be as determined from time to time by the Management Committee.

(c) Any member may resign from membership by giving the Society notice in writing to that effect, and every such notice shall, unless otherwise expressed, take effect one month after the giving of that notice but shall not in any case release the member from payment of any subscription, fees or other payments owing to The Society  at the time of resignation.

(d) The Management Committee shall have the power, by resolution, to terminate or suspend for any specified period, the membership of any member if it is of the opinion that the member has acted in a manner prejudicial to the interests of, or in breach of the rules of, the Society.

(e)

(i)  Notwithstanding anything to the contrary in these Rules, an Annual or Special General Meeting may, by resolution, upon the recommendation of the Management Committee, elect to life membership any person who has given outstanding and lengthy service to the Society or Pāuatahanui Inlet.

(ii)  A life member may attend without fee, a General Meeting of the Society and shall be accorded such speaking rights as the chairperson of the meeting shall allow, but shall not in his or her capacity as a life member be entitled to exercise any other rights conferred by these rules upon members of the Society.

 

6. CONSTITUTION AND APPOINTMENT OF MANAGEMENT COMMITTEE

(a) A Management Committee of up to 12 members shall be elected at each Annual General Meeting, and shall consist of:

(i)   a Chairperson;

(ii)  a Secretary;

(iii) a Treasurer; and

(iv) up to 9 committee members (one of whom may be appointed from time to time by the Management Committee as Deputy-Chairperson).

(b) Every person who is a financial member of the Society under Rule 5 shall be qualified for appointment to the Management Committee. No person who has been a member for less than one year shall be appointed Chairperson.

(c) Should the Annual General Meeting not elect a full Management Committee, the Management Committee may subsequently by resolution co-opt any member(s) to fill the vacant position(s).

(d) Should a ballot be necessary for a particular office or to determine the committee members, then a secret ballot shall be held and the votes counted by two scrutineers appointed by the meeting for that purpose. The scrutineers’ declaration of the election shall be final and the person(s) elected shall be deemed appointed for the purpose of this rule.

(e) The persons elected or appointed to the Management Committee shall assume office at the conclusion of the meeting at which they are appointed.

7. VACANCIES

(a) Should any member of the Management Committee:

(i)  resign from the Management Committee by giving written notice to that effect to the Society, or

(ii) cease to be a member of the Society,

his or her position shall immediately become vacant.

(b) Should any member of the Management Committee be absent for three consecutive meetings of that Committee, without leave of absence granted by the Committee, then his or her position may be declared vacant by that Committee.

(c) Subject to Rule 6 hereof, in the event of any position on the Management Committee becoming vacant, the Secretary shall forthwith give written notice to all other members of that Committee and that Committee may appoint a person to that vacancy.

(d) Any person appointed under paragraph (c) of this rule shall hold office only for the unexpired portion of the term of office of his or her predecessor.

(e) The Management Committee may continue to act, notwithstanding any vacancy in their numbers, but if, and so long as, their number is reduced to below 4 the continuing members of the Management Committee may act for the purpose of increasing the number of members of the Management Committee without meeting and quorum provisions.

 

8. APPOINTMENTS TO MANAGEMENT COMMITTEE

Repealed fifteenth day of July 1998.

 

9. POWERS OF MANAGEMENT COMMITTEE

The Management Committee shall have and exercise the sole control, discretion and management of the Society subject only to any limitations imposed by these rules or directions given by an Annual or Special General Meeting of members.

 

10. ANNUAL GENERAL MEETING

(a) An Annual General Meeting of members shall be held before the 30th day of June in each year at such time and place as shall be fixed by a previous Annual General Meeting or by the Management Committee.

(b) The business of the Annual General Meeting shall be to:

(i)    Confirm the minutes of the previous Annual General Meeting and any Special General Meetings since held;

(ii)   Receive the Annual Report and Financial Statements of the Society for the preceding financial year:

(iii)  Elect the Management Committee;

(iv)  Appoint an auditor or a reviewer;

(v)   If the meeting so wishes, make recommendations to the Management Committee on the level of subscriptions for the following financial year;

(vi)  Transact any other business of which notice has been given or which is the subject of a recommendation of the previous Management Committee;

(vii) Consider any other general business raised at the meeting, providing that no decision or recommendation from the meeting shall be binding on the Management Committee unless it is the unanimous decision of the meeting,

(c) Not later than 7 days before the date of the Annual General Meeting, notice of the business to be considered, together with all reports and statements referred to in paragraph (b) of this rule, shall be given to each member.

 

11. SPECIAL GENERAL MEETING

The Management Committee, or a third of financial voting members, may call a special general meeting of the Society at any time provided that no such Special General Meeting shall be held unless, not later than 7 days before the date of the meeting, notice of the venue and the business to be considered, has been given to each member.

12. VOTING AT GENERAL MEETINGS

(a)  At any Annual or Special General Meeting, every member present shall be entitled to one vote, providing that:

(i)   No more than two persons covered by a family membership shall be entitled to vote;

(ii)  A corporate member may nominate one person to exercise its vote;

(iii)  Associate members shall only be entitled to vote if so-determined by the Management Committee at the time of admittance; and

(iv) No member whose subscription is in arrears shall be entitled to vote until the arrears are paid.

(b) Voting will be by voice or by show of hands as determined by the Chairperson. If requested by not less than two members or, because of the nature of the vote, the Chairperson so decides, a ballot shall be held.

(c) Subject to Rule 24, resolutions shall be carried by a simple majority of votes cast.

(d) In the event of an equality of votes (whether by ballot or otherwise) the Chairperson shall have a second or casting vote.

 

13. CHAIRPERSON

(a) The Chairperson shall preside at the Annual or any Special General Meeting of the Society. In the absence of the Chairperson or Deputy Chairperson the meeting shall, by resolution, appoint a Chairperson and the Secretary shall preside at the meeting for the purposes of making such appointment.

(b) The Chairperson shall have power to propose or second any motion.

(c) Only the Chairperson, or a member directly authorised by the Management Committee, or legal counsel appointed by that Committee, may speak for the Society.

 

14. QUORUM

(a)  At any Annual or Special General Meeting, a quorum shall consist of 15 financial members entitled to vote, or one quarter of the financial membership eligible to vote, whichever is the lesser.

(b) If a quorum is not present within one hour of the time fixed for the meeting, or if the meeting shall cease to have a quorum for any period of more than one hour, such meeting shall lapse.

 

15. CONDUCT OF MEETINGS

Subject to the requirement of these rules, the Annual or any Special General Meeting shall by resolution be entitled to fix rules of debate and for the conduct of the meeting as the case may be. Subject to any such resolution, the ruling of the Chairperson on any point of order shall be final and conclusive.

 

16. MANAGEMENT COMMITTEE MEETINGS AND PROCEDURES

Meetings of the Management Committee shall be held at such times and places as shall be fixed by it in accordance with the following provisions:

(a)  The Chairperson, or a majority of the Management Committee, shall have power to call meetings by giving written notice to that effect to the Secretary by resolution at a meeting of the Committee.

(b)  Unless the Committee otherwise resolves, the Secretary shall give each Committee member at least three days’ notice of meetings and shall, before each meeting, forward to Committee members details of business to be transacted, provided however that the Committee may deal with such other business as it shall determine.

(c) The Chairperson shall preside at all Management Committee meetings but, if absent and the Deputy Chairperson is also absent, then the meeting shall appoint a Chairperson.

(d) Each Management Committee member present at any meeting of the Committee shall be entitled to one vote, provided that in the event of an equality of votes, the Chairperson of the meeting shall be entitled to exercise a second or casting vote.

(e)  At any meeting of the Management Committee a quorum shall consist of three members then in office.

(f)   If a quorum is not present within one hour of the time fixed for a meeting, or if the meeting shall cease to have a quorum for any period of more than one hour, such meeting shall lapse.

 

17. OTHER COMMITTEES

(a)  The Management Committee may appoint from its members sub-committees for general or special purposes and may delegate any of its powers to such sub-committees.

(b)  Every sub-committee appointed pursuant to paragraph (a) of this Rule, shall report to the Management Committee and except in cases where such sub-committee shall have been appointed under paragraph (a) of this Rule with power to act in relation to any matter, its report presented by the Chairperson or by a member of the sub-committee shall be adopted by the Management Committee before any action is taken in respect of that matter.

(c)  The Management Committee may from time to time co-opt to and, in like manner, discharge from any sub-committee appointed under paragraph (a) of this Rule any person.

(d)  The Management Committee can at all times discharge any sub-committee and revoke any delegation.

(e)  Subject to the foregoing provisions of this rule, each sub-committee may regulate its own procedure.

 

18. FINANCIAL YEAR

The financial year of the Society shall commence on the first day of April each year and close on the 31st day of March in the following year.

 

19. SUBSCRIPTIONS

(a)  The Management Committee may, from time to time, by resolution, prescribe the subscriptions, fees or other payments, annual or otherwise, to be paid by members and, subject to paragraph (c) of this rule, the time and manner of payment of any such subscriptions, fees or payments.

(b)  Any such resolution may prescribe different subscriptions, fees or other payments for different members or classes of members, and provide for the exemption of any member or class of member from any subscription, fee or other payment.

(c)  Subscriptions shall be payable in the month of April of the financial year in which they fall due

(d)  In determining the level of subscriptions, the Management Committee shall have regard to, but shall not be bound by, any recommendations of the previous Annual General Meeting.

 

20. CONTROL AND USE OF FUNDS

All moneys received by or on behalf of The Society  shall forthwith be banked in suitable bank accounts in the name of the Society (or in the case of a trust account, in such name as clearly identifies the trust) and all cheques or other payments on such accounts shall be signed by not less than two signatories from a list of signatories approved by the Management Committee (or by the trustees as the case may be) from time to time and shall be passed for payment or confirmed by the Management Committee (or as the case may be by the trustees).

 

21. INCOME AND PROPERTY

Subject to Rule 27, the income and property of the Society shall be applied towards the promotion of its Objects and no portion shall be paid or transferred directly or indirectly to any member provided that the Society may in good faith, pay to an officer or employee or Committee or sub-committee member of the Society or to any member or any other body corporation or person, any or all of the following as may be decided from time to time, by the Management Committee:

(a)  remuneration for services rendered or payment for goods supplied;

(b) honoraria, and annual, daily, and incidental allowances and out of pocket expenses (including travel and accommodation allowances) incurred in any manner in the reasonable and proper conduct of the affairs of the Society.

 

22. AUDITOR

(a)   Each Annual General Meeting shall appoint:

(i) an auditor who shall be a member of the Institute of Chartered Accountants of New Zealand and shall not be a member of the Management Committee; or

(ii) a reviewer who shall be suitably experienced and shall not be a member of the Management Committee;

to audit (in the event an auditor is appointed) or review (in the event a reviewer is appointed) the financial statements of the Society in accordance with standards issued by the Institute of Chartered Accountants of New Zealand, and present an opinion to the members of the Society.

(b)   If an auditor or reviewer so appointed is unable to act for any reason, the Management Committee shall appoint another auditor or reviewer as a replacement until the date of the next Annual General Meeting.

 

23. COMMON SEAL

(a)  The Society shall adopt a common seal which shall be kept under the control, and in the custody, of the Secretary.

(b)  Any two members of the Management Committee shall attest the execution under seal of documents to be executed by the Secretary.

(c)  The Common Seal shall be affixed pursuant to a resolution of the Management Committee or of the Society in General Meeting.

 

24. ALTERATION OF RULES

(a)  These rules may be altered, added to, rescinded or otherwise amended by resolution at any Annual General Meeting or Special General Meeting of the Society provided that no alteration, addition, rescission or other amendment shall have effect unless passed by a two thirds majority of valid votes cast.

(b)  Any addition, rescission or other amendment is limited to the extent that it:

(i)  either is required to register the Society as a charitable organisation under the Charities Act 2005 or any amendment or statutory provision in substitution thereof; or

(ii)  would result in the Society losing its status as a charitable entity under the Charities Act 2005 or any amendment or statutory provision in substitution thereof.

(c)  Notice of every proposed alteration, addition, rescission or other amendment proposed to be moved at an Annual or Special General Meeting shall be given by a member or by the Chairperson or his/her nominee at the direction of the Management Committee to the Secretary not later than thirty days before the date of the relevant meeting.

(d)  Any notice to be given under paragraph (c) of this Rule shall indicate clearly the nature of the proposed alteration, addition, rescission or other amendment provided that the relevant meeting shall have the power to amend by simple majority any motion of which the required notice has been given.

(e)  Copies of every such proposed alteration, addition, rescission or amendment, duly received by the Secretary, shall be forwarded to all members not later than 7 days before the date fixed for the Annual or Special General Meeting.

(f)   Duplicate copies of any such alteration, addition, rescission or amendment adopted in accordance with this Rule shall forthwith be delivered to the Registrar of Incorporated Societies in accordance with the requirements of the Incorporated Societies Act 1908 and shall take effect as from the date of registration.

 

25. NOTICE

(a)  Where any provision in these rules requires the giving of Notice to the Society or Secretary or Chairperson, any such notice shall not take effect until the notice, with such formality as may be required in the particular case, has been either received in the hands of the Chairperson or Secretary or nominee, or received at the registered office of the Society, as the case may be.

(b)  In any provision in these rules requiring the giving of Notice to members such Notice shall be deemed to have been given 6 days after being posted to, or e-mailed to the usual e-mail address of, the member.

 

26. DISSOLUTION

The Society may be voluntarily wound up in accordance with Section 24 of the Incorporated Societies Act 1908.

 

27. DISPOSITION OF SURPLUS ASSETS

(a) If any assets remain at the winding-up of the Society and the settlement of all of the Society’s debts and liabilities, these assets must be transferred to another organisation or organisations that are charitable under New Zealand law as resolved by a General Meeting of the Society or as directed by the High Court of New Zealand.

 (b) Any meeting called for the purpose of considering a winding-up resolution pursuant to Section 24 of the Incorporated Societies Act 1908, or any statutory provision passed in amendment or substitution thereof, shall have placed before it any resolution of the Management Committee or any proposal or recommendation of the Management Committee relating to the disposition of the surplus assets of the Society. The meeting may, notwithstanding other provisions in these Rules (including any requirement for notice of the business to be conducted at such meeting) and without further formality, revoke, reverse, alter or modify, after consideration, any resolution, proposal or recommendation of the Management Committee and by resolution direct the disposal of the assets of the Society, provided that any such disposal is to another organisation or organisations that are charitable in New Zealand law.

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