AIR NEW ZEALAND SPORTS AND SOCIAL CLUB Constitution -  proposed draft for member comment
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AIR NEW ZEALAND SPORTS AND SOCIAL CLUB Constitution - proposed draft for member comment

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AIR NEW ZEALAND SPORTS AND SOCIAL CLUB (NORTHERN) INCORPORATED CONSTITUTION (Adopted by Special Resolution dated September 2009.) This Constitution entirely replaces the Rules of the Club in force on September 2009. 1. Definitions 1 2. Name 2 3. Registered Office 2 4. Objects 2 5. General Powers 3 6. Membership 3 7. Subscriptions 4 8. Cessation of Membership 4 9. Election of Committee 5 10. Management of the Club 7 11. Secretary 8 12. General Meetings 8 13. Alteration of Rules 9 14. Financial Matters 9 15. Borrowing 10 16. Execution of Documents 10 17. Holiday Homes 10 18. Disposal of Assets 11 19. Winding Up 11 1. Definitions Annual General Meeting means a general meeting held pursuant to Rule 12.1 for the purposes set out in Rule 12.2; Annual Subscription means the subscription fee established pursuant to Rule 7.1; Club has the meaning given to it in Rule 2.1; Committee has the meaning given to it in Rule 9.1; Company means Air New Zealand Limited and its Related Companies from time to time (as defined in section 2(3) of the Companies Act 1993); Executive Member has the meaning given to it in Rule 6.1(b); Financial Year has the meaning given to it in Rule 14.5; General meeting means an Annual General Meeting or a Special General Meeting; Holiday Homes means residential properties in New Zealand; Life Member has the meaning given to it in Rule 6.1(c); Members means a member of the Club being either a Life ...

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AIR NEW ZEALAND SPORTS AND SOCIAL CLUB (NORTHERN) INCORPORATED
CONSTITUTION
(Adopted by Special Resolution dated
September 2009.)
This Constitution entirely replaces the Rules of the Club in force on
September 2009.
1.
Definitions
1
2.
Name
2
3.
Registered Office
2
4.
Objects
2
5.
General Powers
3
6.
Membership
3
7.
Subscriptions
4
8.
Cessation of Membership
4
9.
Election of Committee
5
10.
Management of the Club
7
11.
Secretary
8
12.
General Meetings
8
13.
Alteration of Rules
9
14.
Financial Matters
9
15.
Borrowing
10
16.
Execution of Documents
10
17.
Holiday Homes
10
18.
Disposal of Assets
11
19.
Winding Up
11
1.
Definitions
Annual General Meeting
means a general meeting held pursuant to Rule 12.1 for
the purposes set out in Rule 12.2;
Annual Subscription
means the subscription fee established pursuant to Rule 7.1;
Club
has the meaning given to it in Rule 2.1;
Committee
has the meaning given to it in Rule 9.1;
Company
means Air New Zealand Limited and its Related Companies from time to
time (as defined in section 2(3) of the Companies Act 1993);
Executive Member
has the meaning given to it in Rule 6.1(b);
Financial Year
has the meaning given to it in Rule 14.5;
General meeting
means an Annual General Meeting or a Special General Meeting;
Holiday Homes
means residential properties in New Zealand;
Life Member
has the meaning given to it in Rule 6.1(c);
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Members
means a member of the Club being either a Life Member, an Ordinary
Member, an Executive Member or a Retiree;
Non-Executive Committee Member
has the meaning given to it in Rule 9.1 (d);
Ordinary Member
has the meaning given to it in Rule 6.1(a);
Retiree
has the meaning given to it in Rule 6.1(d);
Special General Meeting
means a meeting of the Members which is not an Annual
General Meeting.
2.
Name
2.1
The name of the
Club
is the Air New Zealand Sports and Social Club (Northern)
Incorporated.
3.
Registered Office
3.1
The registered office of the Club shall be at The Clubrooms, Laurence Stevens
Drive, Auckland International Airport, Auckland or such other place as the
Committee from time to time determines.
4.
Objects
4.1
The primary objects for which the Club is established are to:
(a)
provide amenities and promote sports, social and leisure activities for
employees of the Company;
(b)
own, acquire, maintain and administer Holiday Homes as short-term rental
properties for the benefit of the Members;
(c)
own, maintain and operate the Clubroom for the benefit of the Members;
(d)
foster a relationship with the Company for its co-operative support; and
(e)
do any act or thing incidental or conductive to the attainment of any of the
above objects.
4.2
Without detracting from the primary objects, the secondary objects of the Club are
to:
(a)
establish codes of behaviour applicable to Members present at the
Clubroom or attending Club events;
(b)
make by-laws and establish policies for the conduct of the Club and
operation of the Clubroom and the Holiday Homes;
(c)
ensure that non-members may only be admitted to the Club’s property or to
events operated by or for the Club or administered by the Club when
accompanied by a Member and that their presence does not reduce, lessen
or
otherwise negatively impact on the benefit, comfort, and satisfaction of
Members; and
(d)
make regulations or bylaws to enable the Club to achieve its objects.
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5.
General Powers
5.1
In addition to its statutory powers, the Club:
(a)
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 be appropriate; and
(b)
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 be appropriate.
5.2
Notwithstanding any other provision, the Club shall not expend any money for the
sole personal or individual benefit of any Member.
5.3
Any transactions between the Club and any Member, officer or member of the
Executive, or any associated persons shall be:
(a)
at arms’ length and in accordance with prevailing commercial terms on
which the Club would deal with third parties not associated with the Club;
(b)
disclosed to the Members and any payments made in respect of such
transactions shall be limited to:
(i)
a fair and reasonable reward for services performed;
(ii)
reimbursement of expenses properly incurred;
(iii)
usual professional, business or trade charges; and
(iv)
interest at no more than current commercial rates.
6.
Membership
6.1
The following persons shall be entitled to apply for membership of the Club.
(a)
a person who is a permanent New Zealand based employee of the
Company shall be entitled to apply to be admitted to the Club as an
Ordinary Member
.
(b)
an Ordinary Member nominated by the Company shall be entitled to be
admitted to the Club as an
Executive Member
.
(c)
a Member who is honoured for long and meritorious services to the Club
may by recommendation by the Committee seek admission to the Club as
a
Life Member
.
(d)
a Member of the Club who retires from employment with the Company for
medical reasons or on having reached statutory retirement age shall be
entitled to apply to be admitted to the Club as a
Retiree
.
6.2
Applicants for membership as an Ordinary Member or Retiree Member shall
complete any application form provided by the Committee and supply such
information as may be required by the Committee.
All such membership
applications shall be considered by the Committee who may interview the applicant.
The Committee shall have discretion whether or not to admit such a membership
applicant, and shall advise the applicant of its decision.
Where the decision is a
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refusal to admit an applicant to membership then full reasons for the decision shall
be provided to the applicant.
6.3
Applicants for membership as a Life Member shall be voted on by the Membership
at an Annual General Meeting and shall require a 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, and shall be subject to all the duties and
obligations of, an Ordinary Member.
6.4
Applicants for membership as an Executive Member shall supply a letter of
nomination from the Company, signed by the GGM People (or such other person
nominated by a member of the senior executive of the Company from time to time).
Executive Members shall hold office until such time as a successor is appointed by
the Company, or upon their death or resignation from the Committee, or cessation of
membership of the Club.
The Committee may not refuse to admit any applicant for
membership as an Executive Member.
Details of the nominees proposed by the
Company as Executive Members shall be provided to the Committee at least thirty
(30) days in advance of each Annual General Meeting.
6.5
The Secretary shall keep a membership register of Members recording their names,
the dates on which such person became a Member and their membership category.
6.6
All Members shall promote the interests and the objects of the Club and shall not do
anything which may bring the Club into disrepute.
6.7
Copies of this Constitution shall be made available online, in printable format, to
Members.
7.
Subscriptions
7.1
The Annual Subscription for each class of Member shall be set by resolution of an
Annual General Meeting.
The subscription year shall be the Financial Year and
Members joining during the Financial Year shall have their subscriptions pro-rated.
No subscription shall be payable by Life Members.
7.2
The Annual Subscription shall be payable:
(a)
fortnightly in advance by salary deduction via the Company for Ordinary
Members and Executive Members and each such Ordinary Member or
Executive Member shall be deemed to have authorised the Company to
make such deduction upon joining the Club;
(b)
monthly in advance by direct debit by Retirees.
8.
Cessation of Membership
8.1
Any Member failing to pay any amount of the Annual Subscription within one month
of its due date shall (without being released from the obligation of payment) have no
membership rights and shall not be entitled to participate in any Club activity until all
the arrears are paid, and shall be deemed to have ceased to be a Member until all
arrears are paid in full.
The Committee may resolve to strike off any Member in
respect of whom any amount of the Annual Subscription remains due and payable
for more than three months.
8.2
A Member may resign from membership of the Club by written notice to the
Secretary and provided that all amounts of the Annual Subscription owing as at the
5
date of resignation are fully paid, the Member shall be removed from the list of
Members.
An Ordinary Member or Executive Member who ceases to be employed
by the Company (other than a Member who becomes a Retiree), shall automatically
cease to be a member of the Club.
8.3
The 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:
(a)
is convicted of any offence for which a convicted person may be
imprisoned; or
(b)
is, or may be, in the reasonable opinion of the Committee likely to be, a risk
to other Members or to Club property; or
(c)
commits any act which in the reasonable opinion of the Committee, may or
does bring the Club into disrepute.
Any former Member whose membership is terminated under this Rule 8.3, may
apply for re-admission in the manner prescribed for new applicants, but the
applicant shall not be re-admitted without a unanimous decision of the Committee.
8.4
After due enquiry and having given the Member the right to be heard, the Committee
may by letter invite any Member within a specified time to resign for failure to comply
with these Rules or any of the other duties of a Member.
If the Member does not so
resign, the Committee 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.
Any former Member who is expelled under this Rule 8.4, may apply for re-admission
in the manner prescribed for new applicants, but if the former Member’s
membership was terminated under Rule 8.3 the applicant shall not be re-admitted
without a unanimous or 8.4 the applicant shall not be re-admitted without resolution
of a General Meeting at which the former Member shall be given the opportunity of
being heard by or providing written comments to the General Meeting.
8.5
A Member whose membership is terminated under Rules 8.3 or 8.4 shall remain
liable to pay all subscriptions and levies owing as at the date of termination.
8.6
Any Member whose membership is terminated under Rule 8.3 or 8.4 shall have the
right to appeal the termination to the Company’s Chief Internal Auditor for
determination and his or her decision shall be final and binding.
9.
Election of Committee
9.1
The general business, management and control of the Club shall be conducted by a
Committee.
The Committee shall comprise at least six (6) and not more than eight
(8) Members being:
(a)
a Chairperson who shall be an Executive Member;
(b)
a Treasurer who shall be an Executive Member;
(c)
a Secretary who shall be an Executive Member; and
(d)
up to five (5) other Committee members (each a
Non-Executive
Committee Member
).
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9.2
It is intended that the elected members of the Committee, being the Non-Executive
Committee Members should, at the time of their election (taking into account the
areas of the Company’s business in which the Executive Members are engaged , be
drawn from a cross section of the various areas of the Company’s business in which
the Members are engaged.
9.3
Non-Executive Committee Members shall be elected at the Annual General
Meeting.
A written nomination for a position as a Non-Executive Committee
Member signed by a Member and accompanied by the written consent of the
nominee shall be received by the Secretary not less than fourteen (14) clear days
before the date of the Annual General Meeting.
The Secretary shall circulate a list
of nominees for Non-Executive Committee Member 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 such nominee in support of their nomination.
If sufficient valid
nominations for Non-Executive Committee Members have not been received (or are
not current at the date of the Annual General Meeting) nominations may be taken
from the floor at the Annual General Meeting.
Each Non-Executive Committee
Member nominee must have been a Member of the Club for at least one (1) year
prior to nomination for office.
9.4
Any dispute on the issue of whether the Non-Executive Committee Members are
drawn from a cross section of the various areas of the Company’s business in which
the Members are engaged shall be referred to the Company’s Chief Internal Auditor
for determination and his or her decision shall be final and binding.
9.5
If the position of any Non-Executive Committee Member becomes vacant between
Annual General Meetings, such that the number of Committee Members is less than
that required by Rule 9.1, the continuing Committee Members may act only for the
purpose of calling for nominations to fill the vacancy and calling a General Meeting
for the purpose of voting on those nominations.
9.6
Employees of the Club are not eligible for appointment to the Committee.
9.7
Except as provided in these Rules all Committee Members shall hold office for a
period of three (3) years commencing upon the termination of the General Meeting
at which they are elected.
Notwithstanding that Committee Members shall hold
office for three (3) years, at the Annual General Meeting in every subsequent year
after the adoption of these Rules two of the elected Non-Executive Committee
Members for the time being (or, if their numbers are less than five, one of the
elected Non-Executive members) shall retire from office.
9.8
The Non-Executive Committee Members to retire in a year shall be those who have
been longest in the office since their last election, but as between persons who
become Non-Executive Members on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot.
9.9
A retiring Non-Executive Committee Member shall be eligible for re-election.
9.10
A Non-Executive Committee Member may be removed by a resolution of a General
Meeting, passed by a two-thirds majority of those present and voting, 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 provided that the Non-Executive Committee
Member has been given the opportunity of being heard by or providing written
comments to the General Meeting.
7
10.
Management of the Club
10.1
From the end of each Annual General Meeting until the end of the next, the Club
shall be administered, managed and controlled by the Committee, which shall be
accountable to the Members for the implementation of the policies of the Club as
approved by any General Meeting.
10.2
Subject to these Rules and the resolution of any General Meeting, the Committee
may exercise all the Club’s powers, other than those required by statute or by these
Rules to be exercised by the Club in General Meeting.
10.3
The Committee shall meet immediately following the Annual General Meeting and
thereafter not less than monthly at such times and places and in such manner as it
may determine and otherwise where and as convened by the Chairperson or
Secretary taking into account any work commitments of the Committee Members.
10.4
The quorum for Committee meetings is not less than five (5) of the Committee
members.
No business must be transacted at a Committee Meeting unless a
quorum is present.
10.5
All Committee meetings shall be chaired by the Chairperson or in the Chairperson’s
absence by the Treasurer or Secretary, or in the absence of both of them by some
other Committee member elected for the purpose by the meeting, and any such
chairperson shall have a deliberative and casting vote.
10.6
The Committee may appoint subcommittees consisting of such persons as it thinks
fit.
One Executive Member and one Non-Executive Committee Member shall be a
member of all sub-committees.
Unless otherwise resolved by the Committee:
(a)
the quorum of every subcommittee is half the members of the
subcommittee;
(b)
no subcommittee shall have power to co-opt additional members;
(c)
no subcommittee may commit the Club to any financial expenditure without
express authority; and
(d)
no subcommittee may delegate any of its powers.
10.7
The Committee may from time to time make regulations for the conduct and control
of Club activities.
10.8
The Chairperson (and, in the absence of the Chairperson, the Treasurer or the
Secretary) shall, in addition to all other duties described in these rules, generally
oversee and direct the affairs and business of the Club.
10.9
Other than as prescribed by statute or these Rules, the Committee may regulate its
proceedings as it thinks fit.
10.10
Each Committee member shall within one (1) calendar month of submitting a
resignation or ceasing to hold office deliver to that Committee Member’s successor
all books, papers and other property of the Club possessed by such former
Committee Member.
10.11
The Committee may from time to time approve the reimbursement of reasonable
actual expenses properly incurred by Committee Members in undertaking their Club
8
duties as approved by the Committee.
Committee reimbursement shall be reported
on at the Annual General Meeting.
11.
Secretary
11.1
The Secretary shall record the minutes of all General Meetings and Committee
meetings, and all such minutes when confirmed by the next such meeting and
signed by the chairperson of that meeting shall be prima facie evidence that that
meeting was duly called and shall prima facie be a true and correct record of what
occurred at that meeting.
11.2
The Secretary shall be responsible for keeping up to date and maintaining the
Club’s records, documents and books.
11.3
The Secretary shall deal with and answer correspondence and perform such other
duties as directed by the Committee.
12.
General Meetings
12.1
The Annual General Meeting shall be held not later than 30 September in each year
at a time and place fixed by the Committee.
12.2
The business of the Annual General Meeting shall be:
(a)
presentation and adoption of the Annual Report and Balance Sheet;
(b)
reporting on reimbursement paid to Committee members;
(c)
review and adoption of any proposed new Club policies or amendments to
existing Club policies;
(d)
election of the Committee;
(e)
appointment of Life Members (if any are proposed);
(f)
motions of which notice has been given;
(g)
approval of plans for the balance of the current and next calendar years;
and
(h)
general business.
12.3
A Special General Meeting shall be called by the Committee, or by written
requisition to the Secretary, where a written request to call a Special General
Meeting is received and is signed by at least sixty (60) Members and as required by
Rule 12.8, sets out the subject matter of the proposed Special General Meeting and
any resolution proposed to be voted on at that proposed Special General Meeting.
12.4
At least fourteen (14) days before any General Meeting the Secretary shall provide
to all 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 and balance Sheet, and list of and information about nominees, and notice of
any motions and the Committee’s recommendations in respect thereof under Rule
12.8).
The failure for any reason of any Member to receive such notice shall not
invalidate the General Meeting or its proceedings.
9
12.5
General Meetings may be attended by all Members.
The quorum for General
Meetings is thirty (30) Members.
No business must be transacted at a General
Meeting unless a quorum is present.
All General Meetings shall be chaired by the
Chairperson or in the Chairperson’s absence by the Treasurer or Secretary or in the
absence of all of them by some other Committee member elected for the purpose by
the General Meeting and any such chairperson shall have a deliberative and casting
vote.
12.6
Voting at General Meetings shall be by voices in the first instance, by show of hands
or, on demand of the chairperson or at the request of at least three (3) Members
present, by secret ballot.
On any secret ballot each Member shall be entitled to one
vote.
12.7
A General Meeting at which no quorum is present within thirty (30) minutes after the
proposed start time, or at which a quorum ceases to be present during the General
Meeting, shall be automatically adjourned for not more than fourteen (14) days, the
new date to be advised by the Committee by giving not less than three (3) days
notice to the Members.
12.8
Any Member wishing to give notice of any motion for consideration at any General
Meeting shall forward written notice of the same to the Secretary not less than
twenty-eight (28) clear days before the date of the meeting.
The Committee may
consider all such notices of motion and provide recommendations to Members in
respect thereof.
The Committee may not refuse to put a proposed resolution to the
General Meeting.
13.
Alteration of Rules
13.1
These Rules may be amended or replaced by resolution of any General Meeting
passed by a two-thirds majority of those Members present and voting.
13.2
Any proposed motion to amend or replace these Rules shall be signed by at least
sixty (60) Members and given in writing to the Secretary at least twenty-eight (28)
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.
14.
Financial Matters
14.1
The Treasurer shall keep such books of account as may be necessary to provide a
true record of the Club’s financial position, report on the Club’s financial position to
each Committee Meeting, and present an Annual Report and Balance Sheet to the
Annual General Meeting.
14.2
The Committee shall maintain bank accounts in the name of the Club, and all
cheques and withdrawal forms shall be signed and countersigned by any two of the
Chairperson or Treasurer or Secretary.
14.3
The Treasurer shall:
(a)
be responsible to ensure that the Club has in force an appropriate finance
policy and that all expenditure is made in accordance with that policy;
(b)
keep accounts of all money received and expended by the Club;
10
(c)
ensure that where the Committee intends to commit to material expenditure
(being expenditure on a particular matter in excess of $2,000 in aggregate),
that:
(i)
at least three (3) quotes have been obtained; and
(ii)
the expenditure is approved in advance by the Committee and minuted
in the meeting minutes.
(d)
keep accounts of all assets, credits and liabilities of the Club including any
charges and securities of any description affecting any property of the Club;
and
(e)
ensure that all returns required to be made by the Club as a matter of law
are made.
14.4
All money received on account of the Club shall be banked promptly and in any
event, within seven days of receipt.
All accounts paid or for payment shall be
submitted to the Committee within twenty (20) days, for approval of payment.
14.5
The Club’s
Financial
Year
shall commence on 1 July of each year and end on 30
June of the following year.
14.6
The Annual General Meeting each year shall appoint an auditor (who is a member
of the New Zealand Society of Accountants and not a Member of the Club) to audit
the annual accounts of the Club and provide a certificate of correctness of the same,
and if any such auditor is unable to act the Committee shall appoint a replacement
auditor.
The auditor may attend any General Meeting at which the Club’s finances
are discussed.
15.
Borrowing
15.1
The Committee 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 at least two thirds of those present
and voting at a General Meeting of which proposed resolution at least fourteen (14)
clear days’ written notice was given by circulation to all Members.
16.
Execution of Documents
16.1
The Common Seal of the Club shall be retained by the Secretary.
16.2
Documents shall be executed for the Club pursuant to a resolution of the
Committee:
(a)
by affixing the Common Seal, if any, witnessed by any one of the
Chairperson, Treasurer or Secretary or Secretary and countersigned by
some other member of the Committee, or
(b)
by any one of the Chairperson, Treasurer or Secretary and some other
member of the Committee signing on behalf of the Club.
17.
Holiday Homes
17.1
The Committee shall maintain at all times a policy as to the operation, maintenance
and use of the Holiday Homes.
In addition the Committee shall, with the assistance
11
of the Company, approve a maintenance plan for all of the Holiday Homes and shall
include in its financial planning a maintenance budget.
17.2
As and when required by law and in any event, at least once every two (2) years,
the Committee shall undertake a property audit of the Holidays Homes to ensure
that all Holiday Homes comply with all health and safety legislation applicable at that
time.
18.
Disposal of Assets
18.1
The disposal of any Holiday Home or other asset of the Club may only take place
upon resolution of three quarters of the Members present and voting at a General
Meeting called for that purpose provided always that all Members have been given
proper notice of the General Meeting and have been advised that its purpose is to
discuss the proposal to dispose of a Holiday Home.
19.
Winding Up
19.1
The Club may be wound up under the provisions of the Incorporated Societies Act
1908.
19.2
If the Club is wound up, the surplus assets after payment of all debts, costs and
liabilities shall be disposed of for such purposes as may be determined in
accordance with the Incorporated Societies Act 1908 or by resolution, but no
distribution shall be made to any Member.