| SENIORNET (PALMERSTON NORTH)
INCORPORATED CONSTITUTION
1.0 The Society shall be named SENIORNET (PALMERSTON
NORTH) INCORPORATED; hereinafter referred to as the Society.
2.0 OBJECTIVES
2.1 To educate and encourage older adults in computer skills in an
enjoyable way.
2.2 To give older adults an opportunity to learn skills that will enable
them to contribute their knowledge and wisdom to society.
2.3 To offer a means for older adults to communicate and make new friends
through on-line communication.
2.4 To conduct research on the use of computer and related technology
by older adults.
2.5 To give older adults, who may be homebound (as a result of special
needs, disability or disadvantage), an opportunity to learn computer
skills suited to and adapted to their particular needs.
2.6 To do all such things as deemed necessary for the attainment of
the above objectives.
3.0 POWERS
In furtherance of the above objectives and without the loss of generality,
the Society may exercise all or any of the following powers:
3.1 To receive, hold and assign any copyright or copyright material
or any unregistered design.
3.2 To purchase, erect, build, take or lease, or otherwise obtain the
use or occupation of and to manage, extend, improve, develop, alter,
maintain and repair and to sell, let, lease, donate or otherwise dispose
of real and personal property of every description.
3.3 To accept gifts whether by way of endowment or otherwise and whether
by gift inter-vivos or by way of devise or bequest given for the furtherance
of the objectives of the Society or any of them and to accept and to
discharge trusts attached to the subject of any such gifts.
3.4 To borrow or raise or secure the payments of monies for the furtherance
of the objectives of the Society with or without security.
3.5 To invest all or any monies held by the Society on the Society's
behalf hereof in and upon investment authorized by law for the time
being in force in New Zealand for the investment by the trustees of
the trust fund.
3.6 To institute, initiate, or take and to defend, compromise or abandon
legal proceedings involving the property or affairs of the Society.
3.7 To adopt such means as the Society or its Committee may from time
to time determine for the purpose of raising money and for obtaining
property for the furtherance of the Objectives of the Society and to
accept contributions, collections, donations, legacies, devises, gifts,
grants and subsidies.
3.8 To secure in such manner as the Society or its Committee shall think
fit the repayment of any monies borrowed or raised by the Society and
in particular by the issue of debentures or debenture stock perpetual
or otherwise charged upon all or any of the property of the Society
both present and future and to give and execute in the prescribed manner
mortgages, debentures and other instruments of security for such repayment
and to payoff, redeem or purchase any such securities.
3.9 To draw, make, accept, endorse, discount, execute and issue promissory
notes, cheques, bills of exchange, warrants and other negotiable securities
or transferable instruments.
3.10 (a) Any income, benefit or advantage shall be applied to the charitable
purposes of the Society.
(b) No member of the Society or any person associated with a member
shall participate in or materially influence any decisions made by the
Society in respect of the payment to or on behalf of that member or
associated person of any income, benefit or advantage whatsoever.
(c) Any such income paid shall be reasonable and no more than that which
would be paid in an arm's length transaction (being the open market
value).
(d) The provisions and effect of this clause shall not be removed from
this document and shall be included and implied into any document replacing
this document.
3.11 To do all things which are deemed necessary or convenient or incidental
to the carrying out of any one or more of the objectives of the Society.
4.0 REGISTERED OFFICE
The registered office of the Society shall be at such place as the
Committee shall from time to time determine, and the address of the
same shall be notified to the Registrar of Incorporated Societies, New
Zealand Companies Office.
5.0 THE SEAL
The Committee members shall have the custody of the Common Seal and
the Committee may from time to time by resolution change, alter or adopt
any new such seal as it may deem proper. The Common Seal shall not be
affixed to any document except pursuant to a resolution of the Committee
and shall be so affixed in the presence of two Committee members (one
being the Chairperson or Secretary) who shall sign every document so
sealed.
6.0 MEMBERSHIP
6.1Membership of The Society shall be open to any person who supports
the objects of The Society, and who has:
a. reached the age of 50 years or is disabled in some way. In the
latter case membership is at the Committee’s discretion, and
b. submitted an application for membership on a form which has been
approved by the Committee, and
c. paid any annual subscription as hereinafter prescribed.
d. Life membership may be conferred upon a member who has rendered
outstanding service to the Society. Nominations for Life membership
shall be forwarded to the Committee for consideration. In the event
that such a nomination is favoured by the Committee, it shall be forwarded
to the next General meeting with a recommendation that the nominee
be elected to Life Membership of the Society. Members elected to Life
Membership shall be relieved of any liability with respect to annual
subscriptions. There shall be no more than three Life Members at one
time.
e. On the recommendation of the Committee, The Society may appoint
member/s as Honorary Member/s in recognition of their service to The
Society. These appointments are to be passed and/or reviewed on an
annual basis by the Committee. Honorary members are relieved of the
obligation to pay a subscription.
Membership shall also be open to any corporation or society which supports
the objects of The Society, and which fulfils conditions b. and c. above.
Corporation or Society memberships shall in all cases be subject to
approval by the Committee.
6.2 Membership of the Society shall be terminated by:
(a) Written resignation communicated to the Secretary of the Society.
(b) Non-payment of the annual membership subscription three (3) months
after the due date.
(c) A decision of the Committee carried by a majority of not less
than two thirds of the members present and voting, for such reason
as the Committee may deem fit, provided that the member concerned
has a right of appeal against the decision. A Judicial Committee,
comprised of the President, Secretary, Treasurer and two Club members
of the Appellant’s choice, shall consider any appeal. The Judicial
Committee’s decision shall be binding.
7.0 MANAGEMENT
7.1 The management of the Society will be vested in the Management
Committee, hereafter referred to as the Committee, which shall consist
of:
(a) A President
(b) A Vice-President
(c) The immediate Past President shall be a member “ex officio”
of the Management Committee after the conclusion of his/her term of
office and shall not be eligible for re-election as President for
a further two years thereafter.
(d) A Secretary and/or Treasurer
(e) A committee comprising not less than four and not more than eight
additional ordinary members.
Nominations for all the above offices, except immediate Past President,
shall be in writing, signed by the proposer and seconder and the person
nominated, and be in the hands of the Secretary no later than 10 days
before the date of the Annual General Meeting. At that time the Secretary
shall post the nominations on the club notice board.
If there be no nominations for a particular office, nominations may
be accepted at the Annual General Meeting. If there are no nominations
at that meeting, the Committee shall have the power to fill the position.
In the event of the death or resignation or poor health of any member
of the Committee, or the auditor, the remaining members shall have power
to appoint a replacement member to the Committee.
The committee has power to appoint additional ex-officio members who
have expertise and management of particular areas of the club’s
activities. Such members shall have voting rights on the committee.
A smaller "Executive Committee" hereinafter referred to as
the "Executive" consisting of the President, Vice President,
Secretary and/or Treasurer shall meet as required to prepare recommendations
on any items for the attention of the Committee, special interest groups,
or in regard to administrative matters. The executive shall be the trustees
referred to in section 3.5.
7.2 In addition to the Committee outlined in 7.1 above one other person,
nominated by Telecom Corporation of New Zealand or its subsidiary, may
sit on the Committee as a co-opted member.
7.3 The Committee shall meet at least once every two months, or at any
time as may be required.
7.4 The quorum for committee meetings shall be 50% of the current number
of members.
7.5 Each member of the Committee shall be entitled to one vote and the
Chairperson a casting vote in addition.
7.6 Decision making will be reached by consensus. Where this is not
possible the method of voting at all meetings shall be by a show of
hands unless at least 50% of members present demand a ballot previously,
in which case the questions shall be decided by ballot.
8.0 MANAGEMENT RESPONSIBILITIES
8.1 Chairperson
The President shall when present take the chair at all meetings of The
Society. In the absence of the President the
Vice President shall take the chair. If neither is available the members
present shall elect a chairperson for that meeting.
8.2 Secretary
It shall be the duty of the Secretary to:
(a) Keep the minutes of all Committee and General meetings of the
Society and to conduct such correspondence as may be required by the
Executive and the Committee.
(b) Keep a register of members.
8.3 Treasurer
It shall be the duty of the Treasurer to:
(a) Receive all monies on behalf of the Society and to lodge without
delay all such monies to the credit of the Society at such bank(s)
as the Committee shall require from time to time.
(b) Make payment on behalf of The Society only those accounts for
which prior approval has been provided by way of resolution of the
Committee, with the exception that the Executive may direct urgent
payment of any other account for which approval is to be sought and
gained retrospectively
(c) Keep records of income and expenditure of all kinds for The Society
(d) Report and produce as may be required regularly and from time
to time by the Committee and Executive, the income and expenditure
accounts, bank current accounts records, investment records and financial
records and correspondence of all kinds which relate to finances
(e) Draft and/or submit material of all kinds needed for audit purposes,
in particular the Income and Expenditure accounts and the Assets and
Liabilities statements for presentation at the Annual General Meeting,
or if required for any other meeting of The Society.
9.0 AUDITOR
The Auditor, who shall not be a member of the Committee, shall be
elected at the Annual General Meeting of the Society. The Auditor shall
audit the books of accounts, report on and certify the accounts of the
Society for presentation to the executive prior to the Annual General
Meeting.
10.0 DELEGATION
Subject to any resolution(s) of an Annual or Special General Meeting
the Committee shall exercise all the powers and all the functions for
which this Constitution provides and shall have the power to do all
the things that are deemed reasonably necessary for and are conducive
to the attainment of any or all of the objectives of the Society. The
Committee shall have no power to delegate any of the responsibilities
that this constitution requires.
The committee shall have the responsibility for the establishment and
maintenance of rules for the conduct of the day to day operation of
the society.
11.0 INTERPRETATION
The Committee is the sole authority for the interpretation of this
Constitution and the decision of the Committee upon any question of
the interpretation of any matter affecting the Society, and not provided
for in the Constitution, shall be final and binding on the members.
12.0 MEETINGS
12.1 The Annual General Meeting of the Society shall be held each
year on a date, time and place to be fixed by the Committee, but not
later than 20 August, for the following purposes:
(a) To receive a report and audited accounts for the preceding year.
(b) To elect Office holders and Committee members (as specified in
7.1 above) for the ensuing year.
(c) To consider any resolutions which may be submitted by the Committee.
(d) To consider any notices of motion, and any general business.
12.2 General Meetings
(a) The Committee may at any time call a Special General Meeting of
the Society and it shall do so forthwith upon the request in writing
of any ten members, stating the purpose for which the meeting is required.
(b) At all General meetings the President shall take the chair. In the
absence of the President, the Vice President shall take the chair. In
the absence of both the President and the Vice President the members
present shall elect a Chairperson from their own number. Voting at general
meetings shall be by a show of hands, and only financial members shall
be entitled to vote, and all questions and resolutions shall be decided
by a simple majority of those present and voting. So far as applicable
the rules of debate and of procedure shall be governed by the rules
of debate of Parliament. In case of equality of voting the Chairperson
shall have an additional casting vote.
13.0 NOTICE OF MEETINGS
Members shall be given at least ten (10) days notice in writing or
by publication in a daily newspaper circulating in the Manawatu region
of all General meetings of The Society and such notices will be deemed
valid and proper if made to their address(es) provided by the individual
member(s).
14.0 QUORUM FOR MEETINGS
Thirty (30) members being present and financial shall constitute a
quorum at any General Meeting of the Society.
15.0 SUBSCRIPTIONS
The annual subscription and types of subscription shall be from time
to time recommended by the Committee for approval by members at a General
meeting or at the Annual General Meeting of the Society.
16.0 FINANCIAL YEAR
The financial year of the Society shall be from 1 July to 30 June
in each succeeding year.
17.0 BANK ACCOUNT
Any bank account or accounts as may be set up from time to time by
the Committee of the Society shall be operated on the signature of the
Treasurer and one or two other officers appointed for that purpose by
the Executive. All of those officers so appointed may endorse cheques
or negotiable instruments for and on behalf of the Society.
18.0 ALTERATION TO CONSTITUTION
This CONSTITUTION may be altered, added to or amended only by means
of resolution carried at any Annual General Meeting or Special General
Meeting of the Society PROVIDED THAT no such resolution shall be deemed
to have been passed unless notice thereof was given and the resolution
accepted in accordance with clause 12 hereof and the resolution was
thereafter carried by a majority of not less than two thirds of the
members voting thereat and PROVIDED THAT no addition to or alteration
or rescission of the Constitution shall be approved, if it affects the
charitable objectives, the personal benefit clause or the winding up
clause, without the consent of the Inland Revenue Department.
19.0 WINDING UP
19.1 The Society may be wound up in accordance with Section 24 of
the Incorporated Societies Act 1908, namely by a resolution of a majority
of the members at a general meeting and provided that such resolution
is confirmed at a subsequent general meeting called for the purpose
and held not earlier than 30 days after the date on which the resolution
to be confirmed was passed.
19.2 On dissolution of the Society the property thereof shall be disposed
of in such a manner, for an organisation within New Zealand having similar
charitable objectives, as may be decided by resolution of the members
provided that no member is able to receive any pecuniary gain from surplus
assets or financial holdings when winding up.
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