(CONSTITUTION or…) RULES
of the Federation of Ratepayers Associations of New Zealand Incorporated
The Society
1.0 Name
1.1 The name of the society is the Federation of Ratepayers Associations of New Zealand Incorporated (informally to be known as "Ratepayers NZ” and referred to as “The Society" henceforth within these Rules or the Constitution).
1.2 The Society is constituted by resolution dated [date].
2.0 Registered Office
2.1 The Registered Office of the Society is [street address – to be added when the inaugural meeting].
3.0 Purposes of Society
3.2 Pecuniary gain is not a purpose of the Society.
MANAGEMENT OF THE SOCIETY
4.0 Managing Committee
4.1 The Society shall have a managing committee (“the Committee”), comprising the following persons:
4.2 Only Members of the Society may be Committee Members.
4.3 There shall be a minimum of three Committee Members, in addition to the Officers.
5.0 Appointment of Committee Members
5.1 At a Society Meeting, the Members may decide by majority vote:
6.0 Cessation of Committee Membership
6.1 Persons cease to be Committee Members when:
6.2 If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.
7.0 Nomination of Committee Members
7.1 Nominations for members of the Committee shall be called for at least 28 days before an Annual General Meeting. Each candidate shall be proposed and seconded in writing by Members and the completed nomination delivered to the Secretary. Nominations shall close at 5pm on the fifth day before the Annual General Meeting. [See also rule 21.4(b)] All retiring members of the Committee shall be eligible for re-election].
7.2 If the position of any Officer becomes vacant between Annual General Meetings, the Committee may appoint another Committee Member to fill that vacancy until the next Annual General Meeting.
7.3 If the position of any Committee Member becomes vacant between Annual General Meetings, the Committee may appoint another Society Member to fill that vacancy until the next Annual General Meeting.
7.4 If any Committee Member is absent from three consecutive meetings without leave of absence the President may declare that person’s position to be vacant.
8.0 Role of the Committee
8.1 Subject to the rules of the Society (“The Rules”), the role of the Committee is to:
8.2 The Committee has all of the powers of the Society, unless the Committee’s power is limited by these Rules, or by a majority decision of the Society.
8.3 All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the President shall have a casting vote, that is, a second vote.
8.4 Decisions of the Committee bind the Society, unless the Committee’s power is limited by these Rules or by a majority decision of the Society.
9.0 Roles of Committee Members
9.1 The Chair/President is responsible for:
9.2 The Secretary is responsible for:
9.3 The Treasurer is responsible for:
10.0 Committee Meetings
10.1 Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide;
10.2 No Committee Meeting may be held unless more than half of the Committee Members attend;
10.3 The President shall chair Committee Meetings, or if the President is absent, the Committee shall elect a Committee Member to chair that meeting;
10.4 Decisions of the Committee shall be by majority vote;
10.5 The Chair/President or person acting as Chair/President has a casting vote, that is, a second vote;
10.6 Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.
10.7 Subject to these Rules, the Committee may regulate its own practices;
10.8 The President or his nominee shall adjourn the meeting if necessary.
10.9 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The President may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
Society membership
11.0 Types of Members
11.1 Membership may comprise different classes of membership as decided by the Society at its AGM;
11.2 The different classes of membership may be charged different rates of membership fee, as determined by the Society at its AGM;
11.3 Members have the rights and responsibilities set out in these Rules.
12.0 Admission of Members
12.1 To become a Member, a ratepayer (a person or a legal entity) or ratepayers’ association (“the Applicant”) must:
12.2 The Committee may interview the Applicant when it considers Membership applications.
12.3 The Committee shall have complete discretion when it decides whether or not to allow an Applicant to become a Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.
12.4 Membership is not complete until membership fees are received by the Society.
13.0 The Register of Members
13.1 The Secretary shall keep a register of Members (“the Register”), which shall contain the names, the postal and email addresses and telephone numbers of all Members, the dates at which they became Members, and the date at which the most recent membership fee was paid.
13.2 If a Member’s contact details change, that Member shall give the new postal or email address or telephone number to the Secretary.
13.3 Each Member shall provide such other details as the Committee requires.
13.4 Members shall have reasonable access to the Register of Members.
14.0 Cessation of Membership
14.1 Any Member may resign by giving written notice to the Secretary.
14.2 Membership terminated in the following way:
15.0 Obligations of Members
15.1 All Members and Committee Members shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.
Money and other assets of the society
16.0 Use of Money and Other Assets
16.1 The Society may only Use Money and Other Assets if:
17.0 Joining Fees, Subscriptions and Levies
17.1 If any Member does not pay a Subscription or levy by the date set by the Committee or the Society, the Secretary will give written notice that, unless the arrears are paid by a nominated date, the Membership will be terminated. After that date, the Member shall (without being released from the obligation of payment of any sums due to the Society) have no Membership rights and shall not be entitled to participate in any Society activity.
18.0 Additional Powers
18.1 The Society may:
19.0 Financial Year
19.1 The financial year of the Society begins on 1st April of every year and ends on 31st March of the next year.
20.0 Assurance on the Financial Statements
Explanation: The organisation needs to consider what assurance over the financial statements it wants or needs. If a reviewer is required, use paragraph 20.1, if an auditor, use paragraphs 20.2, or use 20.3.
20.1 The Society shall appoint an accountant to review the annual financial statements of the Society (“the Reviewer”). The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer’s attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Society’s accounting policies. The Reviewer must be a suitably qualified person, preferably a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Society. If the Society appoints a Reviewer who is unable to act for some reason, the Committee shall appoint another Reviewer as a replacement.
The Committee is responsible to provide the Reviewer with:
20.2 The Society shall appoint an Auditor to audit the annual financial statements of the Society. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Society’s accounting policies. The Auditor must be a suitably qualified person. and preferably be a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Society. If the Society appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement.
The Committee is responsible to provide the auditor with:
20.2 No review or audit of the annual financial statements is required unless a review or audit is requested by 5% of the Members at any properly convened Society Meeting.
Conduct of meetings
21.0 Society Meetings
21.1 A Society Meeting is either an Annual General Meeting or a Special General Meeting.
21.2 The Annual General Meeting shall be held once every year no later than five months after the Society’s balance date. The Committee shall determine when and where the Society shall meet within those dates.
21.3 Special General Meetings may be called by the Committee. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 10% of the Members.
21.4 The Secretary shall:
21.5 All Members may attend and vote at Society Meetings.
21.6 No Society Meeting may be held unless at least [number] % of eligible Members attend. This will constitute a quorum.
21.7 All Society Meetings shall be Chaired by the President. If the President is absent, the Society shall elect another Committee Member to Chair that meeting. Any person Chairing a Society Meeting has a casting vote.
21.8 On any given motion at a Society Meeting, the President shall in good faith determine whether to vote by:
However, if any Member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot. If a secret ballot is held, the President (or Chair) will have a casting, that is, second vote.
21.9 The business of an Annual General Meeting shall be:
21.10 The President or his nominee shall adjourn the meeting if necessary.
21.11 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The President may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
22.0 Motions at Society Meetings
22.1 Any Member may request that a motion be voted on (“Member’s Motion”) at a particular Society Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion (“Member’s Information”). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion. However, if the Member’s Motion is signed by at least [number] % of eligible Members:
22.2 The Committee may also decide to put forward motions for the Society to vote on (“Committee Motions”) which shall be suitably notified.
Common seal
23.0 Common seal
23.1 The Committee shall provide a common seal for the Society and may from time to time replace it with a new one.
23.2 The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the President and countersigned by the Secretary or a member of the Committee.
Altering the rules
24.0 Altering the Rules
24.1 The Society may alter or replace these Rules at a Society Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
24.2 Any proposed motion to amend or replace these Rules shall be signed by at least [number] % of eligible Members and given in writing to the Secretary at least 28 days before the Society Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
24.3 At least 21 days before the General Meeting at which any Rule change is to be considered the Secretary shall give to all Members written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
24.4 When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.
Bylaws
25.0 Bylaws to govern the Society
25.1 The Committee may from time-to-time make, alter or rescind bylaws for the general management of the society, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws shall be binding on members of the Society. A copy of the bylaws for the time being, shall be available for inspection by any member on request to the Secretary.
Winding up
26.0 Winding up
26.1 If the Society is wound up:
Definitions
27.0 Definitions and Miscellaneous matters
27.1 In these Rules: