NGP Constitution - Nelson Grey Power

THE CONSTITUTION OF
NELSON GREY POWER ASSOCIATION INCORPORATED

April 2016

1. NAME:

The name of the Association is the “Nelson Grey Power Association Incorporated”.

2. DEFINITIONS:

(a) “Association” means Nelson Grey Power Association Incorporated, being an Incorporated Society affiliated to Grey Power New Zealand Federation Incorporated (hereinafter referred to as the “Federation”).

(b) “Committee” shall mean the elected Committee of the Association. (c) The singular includes the plural and vice-versa.

(d) Headings and Sub-headings are for ease of reference and shall not affect the construction of these Rules (hereinafter referred to as the “Rules”).

(e) The reference to member includes either female or male.

3. REGISTERED OFFICE:

The Registered Office of the Association· shall be such place as may from time to time be determined by the Committee, and notified to the Registrar of Incorporated Societies.

4. OBJECTS:

The objects of the Association are:

(a) To advance, support and protect the welfare and well-being of older persons in New Zealand, either directly or in conjunction with other Organisations or Bodies with similar aims or purposes.

(b) To better the lives of all older persons through service, advocacy and education, and to investigate problems affecting their we.ll-being.

(c) To promote and achieve the widest possible identification of the Federation and this Association in New Zealand as the most appropriate and effective representative of older persons and their special concerns.

(d) To uphold the status of older persons as important members of New Zealand society.

(e) To promote, establish and maintain links with organisations sharing the values and beliefs of the Association and Federation.

(f) To foster public participation in New Zealand’s social policy through discussion, research and submissions.

5. PARTY A-POLITICAL

(a) The Association may indulge in lobbying on any policy matter that affects the interests of its members.

(b) The Association must not indulge in any activity that infers or shows any partiality or gives any preference to any individual or political party.

6. AFFILIATION:

Subject to the adoption and acceptance by the Association of the Rules of Grey Power New Zealand Federation Incorporated, and of any amendments made thereto from time to time, the Association shall be and shall remain affiliated to and fully supportive of the Federation and may affiliate with other Societies or bodies whose aims and objects are consistent with objects of the4 Association.

7. MEMBERSHIP:

Any person applying to become a member of the Association must have attained the age of 50 years other than the Association employees. The Committee has the power to refuse any application to Association for membership without disclosing a reason.

8. CESSATION OF MEMBERSHIP:

(a) A member, including a life member, may resign membership by giving written notice to the Secretary of the Association.

(b) A member including a life member shall cease to be a member of the Association if the member’s membership is cancelled in accordance with any provision in these Rules.

9. LIFE MEMBERS:

The honor of Life Membership shall be conferred for outstanding service to the Association.

(a) Any Member may, on the recommendation of the Committee, be elected a Life Member by a majority of the Members present at any General Meeting of the Association and who are entitled to vote.

(b) Life Members may exercise all the rights and privileges of the Association but shall not be liable to pay any subscription or fee of any kind, to the Association, for those privileges.

(c) Life Membership shall carry with it the right to attend and speak at any General
Meeting of the Association and vote on any matters.

10. MEMBER COMPLAINTS:

(a) Any member may make a complaint to the Committee if he or she considers the conduct of another member to be contrary to the interests of the Association. Every such complaint must be in writing, addressed to the Association. and shall set out the basis of the complaint.

(b) If the Committee considers that there is sufficient substance in the complaint, the member in respect of whom the complaint has been made shall be provided with a copy of the complaint and further be invited to attend a meeting of the Committee with a support person if the member so chooses to offer a written and/or oral explanation.

(c) The Committee will give the member and any other persons it considers to be affected, at least fourteen (14) days written notice of the meeting. The notice will:

i. Sufficiently inform the persons affected of the complaint so that an explanation may be made.

ii. Inform the persons of the Committee’s power to cancel the membership of any person.

(d) If, after considering the complaint and any explanation given by or on behalf of the member who is the subject of the complaint, the Committee considers the members conduct to be contrary to the interests of the Association, it may cancel the membership of the member. In the event of a cancellation of membership all property of the Association held by the member shall be returned forthwith.

(e) If the complaint is made by a member of the Committee, that member is disqualified from participating in the Committee’s consideration of the complaint.

(f) If a dispute as to these Rules occurs between members of the Association in regard to any of these Rules, or any application of them, such a dispute which remains unresolved for 60 days from any meeting under 1O(b), shall be referred to the Zone Director and the Board of the Federation whose decision shall be binding on all parties to the dispute.

(g) The Board of the Federation shall make such arrangements for the disputing parties to make written or oral submissions and for parties to the dispute may obtain legal counsel or representation at that party’s own cost..

11. OFFICERS:

The Officers of the Association, who shall be elected at the Annual General Meeting, shall remain in office until a successor shall have been regularly elected, shall be:

A President,

A Vice-President,

A Secretary,

A Treasurer

12. COMMITTEE:

(a) The affairs of the Association shall be administered by a Committee which shall consist of the Officers as referred to in Rule 11 and not less than three (3) or more than nine (9) other Financial Members of the Association, elected at any Annual General Meeting of the Association.

(b) The Chairman shall be elected at the first Committee meeting and shall remain until replaced at any subsequent meeting. In the absence of elected Chairman at any meeting the members present may appoint one of their numbers to preside at that meeting.

(c) The Committee at its sole discretion may co-opt any financial member to join the Committee such member shall be invited to attend and to fully participate in all meetings of the Committee, and shall have the right to vote. The tenure of office of a Co-opted member may at any time be determined by the Committee, without notice and without having to assign a reason therefore.

(d) Any person who is an employee of the Association is not eligible to hold any elected position on the committee.

(e) Outside of the duly convened meetings of the Committee, the elected officers shall consult with other Committee members but may make decisions as required to be made. Any decisions must be ratified at the next Committee meeting.

13. RETIREMENT / DISQUALIFICATION OF OFFICERS AND COMMITTEE:

(a) The Officers and Members of the Committee shall continue in office subject to these Rules until the conclusion of the next Annual General Meeting and until successors have been appointed.

(b) Any Office Holder or Committee Member shall be deemed to have vacated Office and a casual vacancy thereby created if that Officer/Member:

i. Dies, or

ii. Is absent for three consecutive Committee Meetings without leave, or

iii. Becomes the subject of any order under the Protection of Personal and Property Rights Act 1988, or any future legislation-that may be enacted in substitution, or

iv. Has willfully acted in a manner which is contrary to the objects of the Association, or

v. Is adjudicated bankrupt, or

vi. Has been convicted of a criminal offence which is punishable by imprisonment, or

vii. Has acted in a manner such as may bring the Association into disrepute, or

viii. Becomes by virtue of the Companies Act 1993, or any amendments thereof prohibited or disqualified from being appointed or holding office as a Director of a Company, or

ix. Becomes incapable of carrying out his or her duties as a Committee Member, ceases to be a Member of the Association or resigns by Notice in writing, to the Secretary.

Such disqualifications may be made, but only within a Two/Thirds majority vote of the Committee present at the meeting at which the disqualification is certified.

14. COMMITTEE – POWERS AND RESPONSIBILITIES:

The powers and responsibilities of the Committee are:

(a) To promote and carry out the Association’s objectives and to expound and explain the objectives and policies of the Federation and of the Association, to Public Authorities and Private Bodies, and to make submissions on matters affecting older persons, either individually or collectively.

(b) To advise and assist older persons either generally or particularly.

(c) To implement all standing resolutions and current policies of the Federation pursuant to the Contract dated 2007 of observance of Federation Rules.

(d) To affirm and protect the statutory entitlement of every qualifying person in New Zealand to a sufficient state funded Superannuation.

(e) To negotiate and arrange the supply of goods and services and other benefits of every kind and nature on advantageous terms for the membership.

(f) To publish, sell or otherwise provide publications of any kind in order to promote the objectives and policies of the Federation and the Association, and the services directly or indirectly provided by or through them to the Membership.

(g) To operate Bank Accounts, receive monies, make payments, conduct correspondence, keep proper books of account, minutes and membership records and generally to administer the Association in accordance with its objectives and these Rules, and as directed by the Members in Meetings, and to comply with all relevant laws, statutes and regulations, including the requirements of the Incorporated Societies Act 1908 or any amendments thereof.

(h) To accept assets from any source, acquire ,rent, lease, sell, invest and re-invest in property anywhere in New Zealand, to grant mortgages and enter into any contracts including employment, loans as borrower or lender, sureties, contracts of assurance and contracts for the services of Legal Representatives, Auditors, Advisors, Agents and others.

(i) To invest the monies of the Association, accept donations, bequests, endowments and gifts from any source.

(j) To make, alter and rescind regulations for the internal conduct of the Association, which are consistent with these Rules.

15. COMMITTEE MEETINGS:

(a) The Chairman or the Secretary (at the request of the Chairman of the Committee) shall convene regular meetings of the Committee whenever required.

(b) Any two Officers of the Association may convene a meeting of the Committee.

(d) Proxies may not be used at any Committee Meeting.

(e) If a member of the Committee does not attend three (3) consecutive meetings without leave of absence, that member may at the discretion and on decision of the Committee, be removed from the Committee. Such decision shall require two thirds majority vote of Committee.

(f) The Committee will strive to seek consensus. All decisions will be by majority vote, except as provided by Rule 15J).

(g) The Committee will meet at least six (6) times every year.

(h) Every question considered at a Committee Meeting shall be decided in the first instance by voice, or if a Member requests, by a show of hands or ballot. Each Committee Member shall have one vote except that should there be an equality of votes, the Chairman shall have a casting as well as a deliberative vote.

(i) The Committee will at all times be bound by the decisions of members at General Meetings.

(j) The Committee may, by a motion decided by two/thirds majority of the votes, terminate a person’s position as a Committee member, if it believes that such action is in the best interests of the Association.

(k) The Committee may appoint and instruct Sub-committees on such terms of reference and with such powers and responsibilities as the Committee may think fit, provided however that each Sub-committee shall have as a member thereof at least one Committee Member, and provided also that the Officers shall have the right to attend and to participate in any Sub-committee meeting, and to vote thereat.

16. ANNUAL GENERAL MEETING:

(a) The Annual General Meeting of the Association shall be held no later than the 30th day of April each year at such time and place as the Committee shall decide. The Secretary shall give not less than 14 days clear notice of the meeting by public notice.

(b) No persons other than the following shall have any right to attend any Annual General Meeting:

i. Financial Members of the Association

ii. Officers of the Federation.

iii. Any person whose attendance has been previously authorised by the Committee of the Association.

iv. Members of the News Media (with permission of the Committee).

(d) The President, or in his or her absence, the Vice-President may preside at all Annual General Meetings. If considered appropriate by the Committee an independent chair may be appointed to preside over an Annual General Meeting.

(e) All Members present at an Annual General Meeting shall have a single vote, on production of a current membership card, and no person may exercise a proxy vote. The procedures applying to voting at Committee Meetings (Rule 15 h and i) shall be followed at Annual General Meetings.

(f) A declaration by the Chairman of the meeting of the outcome of a vote, and a corresponding entry in the Minutes of the Meeting shall constitute conclusive evidence of that decision.

17. BUSINESS OF THE ANNUAL GENERAL MEETING:

The business of the Annual General Meeting shall be:

(a) To receive the Minutes of the previous Annual General Meeting. (b) To receive the Annual Report of the President,

(d) To set the Annual Subscription.

(e) To consider the appointment of an Auditor or financial reviewer for the ensuing year.

(f) To elect the Officers and the Committee for the ensuing year.

(g) To consider issues referred to the Association by the Federation.

(h) To discuss other matters raised by financial Members of the Association, which the Chairman rules are appropriate for discussion.

(i) To consider any Remit from any financial Member of the Association of which due notice, thirty (30) days prior to the Annual General Meeting, has been given.

(j) The Chairman of any Annual General Meeting may with the leave of the meeting adjourn its proceedings from time to time and from place to place, but no business shall be transacted at any resumption of that Meeting other than business unfinished at the end of the adjourned Meeting.

SPECIAL GENERAL MEETINGS:

All General Meetings, other than the Annual General Meeting, shall be Special General Meetings.

(a) The Committee may requisition a Special General Meeting in relation to such matters as it thinks fit.

(b) A written requisition signed by not less than 1% or eighty (80) financial Members, whichever is the lesser, may call for a Special General Meeting to be convened

(c) The Secretary shall give notice of such a Meeting, within thirty (30) days of receiving such a requisition, and shall give not less than fourteen (14) days public notice of every Special General Meeting.

(d) Should the Secretary fail to call a Meeting upon such requisition, any of the requisitionists, may call such a Meeting, which when convened shall constitute a lawful Special General Meeting of the Association, and may be presided over by any one of the requisitionists.

(e) The procedures as described in Rule 15 (hand i) shall apply to such Special General Meetings

19. NOMINATIONS:

(a) Nominees shall have been a financial member of the Association for not less than six (6) consecutive months, immediately prior, and be a current financial member at the date fixed for the Annual General Meeting.

(b) Nominations for the Officers of the Association (Rule 11) and the Committee (Rule 12) must be in writing. Each nomination must be signed by two persons, each of whom is a current financial Member of the Association and endorsed by the nominee, who must also be a current financial Member of the Association for a minimum period of six (6) months immediately preceding the nomination to confirm her or his consent to accept such office.

(c) Nominations must be in the hands of the Secretary not less than fourteen (14) working days prior to the date of the Meeting at which the election is to be held. An up to date Curriculum Vitae is to accompany the Nominee’s nomination.

20. FINANCIAL:

(a) The Committee shall open and operate current bank accounts in the name of the Association. The Treasurer shall be responsible for checking that prompt lodgment of all monies received by or for the Association, into those accounts.

(b) All cheques and other banking documents relating to the Association’s Bank accounts must be signed by two Committee Members, of whom one shall be an Officer of the Association.

(c) The Treasurer shall maintain proper books of account and shall supply a Balance Sheet and Income and Expenditure Account to the previous last day of the month. These reports will be sent to the Committee no less than 3 working days before the next regular Meeting of the Committee, and shall complete Annual Accounts in sufficient time for the nominated Accountants to prepare prior to the Annual General Meeting.

(d) The Treasurer shall supply a copy of the Annual Accounts to the Federation Treasurer, and the Registrar of Incorporated Societies, after their adoption at the Annual General Meeting. Details of all amounts due from or payable to the Federation by way of Capitation or otherwise, shall be included in the Annual Accounts.

(e) The Association’s Books of Account, Minutes, and other records shall be kept at such place or places determined by the Committee, and shall be made available for inspection by any Financial Member at such reasonable time as the Committee may determine

(f) The Committee in adopting the accounts submitted at its regular Meetings, by the Treasurer, shall thereby confirm all payments made since the previous Committee Meeting.

(g) A draft Budget for the next year shall be presented at the last Committee meeting of any year.

21. MEMBERSHIP, APPLICATIONS AND SUBSCRIPTIONS:

(a) Subject to the Committee’s power to refuse an application for membership, under clause 7, any person upon paying the requisite subscription, and thereby agreeing to and accepting these Rules, shall become a Member of the Association, provided that the Committee at any regular Meeting of the Committee, may decline or withdraw Membership to any person, should Rule 8(b) apply. The Member shall have the right to appear before the Committee to address such issues, and may have a support person present.

(b) The amount of Subscription per annum, per Member, whether singular or plural shall cover the period 1 April of any year to 31 March following.

(c) Membership may be renewed from 1 January of each year by payment of the current Subscription. If any Subscription remains unpaid after 30 June that Membership shall be deemed to have lapsed and the member shall not be eligible to attend any Meeting of the Association, or of its Committee. A Membership which has lapsed in this way may be renewed upon payment of the full year’s subscription unless the Committee in its absolute discretion decides otherwise.

22. CAPITATION FEES:

(a) The Association, shall for and in respect of each individual member and for and in respect of each year, pay to the Federation an annual fee of an amount for the time being in force and fixed in accordance with the Rules of the Federation.

(b) The Association shall account to the Federation for Capitation Fees, being an agreed proportion of all Membership Fees received.

23. MINUTES

(a) The Secretary shall ensure sufficient Minutes of all proceedings and Meetings of the Association and the Committee. Such records shall be kept solely and specifically for that purpose, and retained under the control of the Secretary.

(b) The Minutes shall contain details of all appointments of Officers, Committee and Life Members, including the dates and periods of their respective appointments

24. COMMON SEAL:

The Common Seal of the Association shall be kept secure at the Association’s office and shall be affixed to all deeds or documents requiring signature, under seal, in the presence of and witnessed by the Secretary and one other Officer. Every use of the Seal shall be immediately recorded in the Seal Register. Every entry shall be ratified by resolution at the next succeeding Committee Meeting.

25. CHARITABLE PURPOSES:

Any income, benefit or advantage must be used to advance the charitable purposes of the Association. No member of the Association, or anyone associated with a member, is allowed to take part in, or influence any decision made by the Association in respect of payments to, or on behalf of, the member or associated person of any income benefit or advantage. Any payments made to a member of the Association, or person associated with a member, must be for goods or services- that advance the charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties.

26. WINDING UP:

In the event of the Association being wound up pursuant to Section 24 or 25 of the Incorporated Societies Act 1908 or any amendment thereof, all funds and property remaining after providing for the payment of debts and liabilities’ of the Association shall be used to further a charitable purpose or purposes as defined in Section 5(1) of the Charities Act 2005, consistent with the objects of the Association and the decision of the Committee, or failing agreement by the Committee then to the membership in General Meeting.

27. ALTERATIONS TO RULES:

These Rules may be altered and amended by Resolution passed at any General Meeting by Three Fourths (3/4) of those financial Members present, and eligible to vote. Such a Resolution must be submitted in writing, to the Secretary, 40 days prior to the General Meeting, and be notified to Members by public notice no later than 14 days prior to the General Meeting.

No such Resolution shall alter the charitable purposes of the Association.

28. INDEMNITY OF OFFICE HOLDERS:

Except where any loss or damage is occasioned by his or her willful default or dishonesty, no Office Holder or Committee member shall be liable for any loss, damage, error of judgment or misfortune happening in the execution of his or her duties as an Office Holder or Committee Member, or in relation to those duties or occasioned by the acts, neglect or default of any other Office Holder or Committee Member

29. ELIGIBILITY FOR DISCOUNT BOOK:

The Association Top of the South Discount Book is only available to current financial Members over the age of fifty (50) years. This requirement is at the request of the majority of the advertisers in the Discount Book.

THE CONSTITUTION OF NELSON GREY POWER ASSOCIATION INCORPORATED