CLARKE FAMILY OF TE WAIMATE SOCIETY INCORPORATED (Constituted 2003. Amended 2016)
1.0 NAME
1.1 The name of this Society is the Clarke Family of Te Waimate Society (Incorporated) (hereinafter referred to as the Society) The registered office is (--------------------------) or such other place as the Executive Committee may determine. The Society shall pursue its objectives and conduct affairs in accordance with the provisions of these rules upon registration in accordance with the Incorporated Societies Act 1908
2.0 OBJECTS
The objects of the Society shall be:
2.1 The promotion of Clarke Family reunions and events for the descendants of the family of George and Martha Clarke who arrived in New Zealand in April 1824.
2.2 The promotion of and the dissemination of historical Clarke Family information to and for the benefit of the family members and the Society.
2.3 To maintain and develop relations with the New Zealand Historic Places Trust in respect of the Clarke House at Te Waimate.
3.0 SOCIETY YEAR AND FINANCIAL YEAR
3.1 The Society membership year shall extend from 1 July to 30 June in the ensuing year. Each year, in accordance with Clause 17 below, an Annual General Meeting shall be held in the month of June and by no later than 30 June
3.2 The Society Financial Year shall extend from the 1 April to 31 March in the ensuing year, and accounts for each year ending 31 March shall be presented to the Annual General Meeting to be held in June of that year.
4.0 MEMBERSHIP
4.1
4.2
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Membership of the Society shall be open to all descendants (and their families) of George and Martha Clarke who make application and agree to support the Society's objectives
Honorary Membership of the Society may be granted to persons whom the executive considers have made a valuable contribution to the Society's Objectives.
5.0 SUBSCRIPTIONS
5.1 The Executive shall recommend to the Annual General meeting the need for:
(a) An annual subscription.
(b) Request voluntary donations, to meet the Society's operational costs.
6.0 RIGHTS AND OBLIGATIONS OF MEMBERS
6.1 All members of the Society shall be entitled to pursue their own independent interest in matters relating to the Clarke Family and its history and remain a member of the Society provided the objects of the Society as set out in Clause 2.0 are upheld.
7.0 OFFICERS
7.1 The Officers of the Society shall be elected at each Annual General Meeting.
7.2 Honorary Officers: The following Honorary Officers may be elected. They may include non-members and shall comprise persons who can be expected to provide support to the Society in all of its activities and relationships.
Patron Vice Patron
7.3 Executive Officers- the following shall be Members of the Society in the year in which they are elected and they shall be responsible, with the Executive Committee of which they shall form part, for the management of the Society.
President Secretary Treasurer
The office of Secretary, and that of the Treasurer may be held by the same person.
7.4 The Annual General Meeting shall appoint a Society Solicitor and a Society Auditor on an Honorary or remunerated basis as may be appropriate.
8.0 EXECUTIVE COMMITTEE.
8.1 The Executive shall be Members of the Society in the year in which they are elected and shall comprise 10 members including the Executive Officers specified in Clause 7.3
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9.0
CHAIRPERSON AND QUORUM
9.1 The Executive Committee shall elect a Chairperson at its first meeting each year. If that person is unable to attend a meeting then the committee shall elect another person to be Chairperson for that meeting. The chairperson shall have a deliberative as well as a casting vote. The quorum for the Executive Committee meetings shall be 6 members.
10.0 CASUAL VACANCIES
1 0.1 Any casual vacancy arising amongst the Officers or the Executive Committee of the Society may be filled on a 75% majority decision of the Executive Committee for the remainder of the year in which the vacancy arises.
11.0 REMUNERATION
11.1 The Secretary and the Treasurer may receive an honoraria for their services at the discretion of the Executive Committee, and the Solicitor and Auditor may be paid fees appropriate to the services they provide. Otherwise no officer of the Society or any member of the Executive Committee shall receive any remuneration for their service other than reimbursement of expenses properly authorised by the Executive Committee. No member of the Society shall derive any pecuniary gain from any activities of the Society.
12.0 MANAGEMENT
12.1 The Executive Committee shall be responsible for the efficient management of the Society and for the achievement of its objectives. The Executive Committee may delegate particular responsibilities to individual members of the committee, or other members of the Society.
13.0 SECRETARY
The Secretary shall be responsible for:
13.1 Convening the Annual General Meeting and General Meetings of the Society in accordance with Clause 17, convening meetings of the Executive Committee in accordance with its decisions; the preparation of agendas for, and the taking minutes of these meetings; conducting all correspondence on behalf of the Society and maintaining records of all correspondence with other Society documents and papers.
13.2 Ensuring that the Society has complied with all statutory requirements, including requirements under the Incorporated Societies Act.
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13.3 Maintaining an up to date register of all Society members.
13.4 Custody of the seal and its affixation to documents as directed by the Executive Committee from time to time.
14.0 TREASURER
The Treasurer shall be responsible for:
14.1 The invoicing, collection and banking of subscriptions, and other revenue; the payment of accounts as they become due; the operation of the Society's bank accounts.
14.2 The conduct of all financial transactions on behalf of the Society.
15.0 ANNUAL REPORT AND ACCOUNTS.
15.1 The Secretary and the Treasurer shall be responsible for the preparation of the Annual Report and Accounts for each year ending 31 st March, and if the Executive Committee so decides shall arrange for the procurement of the audit of those accounts in sufficient time for their presentation to the Annual meeting to be held no later than the 30 June of that year.
16.0 POWERS
Without limiting any general powers vested in it, the Society shall have power for furtherance of its objectives:
16.1 To purchase, take on lease or in exchange, hire, license or otherwise acquire, hold, mortgage and dispose of any real or personal property and rights and privileges which the Society shall think necessary or expedient. 16.2 To borrow or raise money from time to time by the issue of debentures, bonds, mortgages or any other security without security and upon such terms and conditions as the Society may think fit.
16.3 To invest the whole or any part of the Society's funds in such securities or assets and upon such terms as the Society may think fit.
16.4 To employ such persons or seek such professional or technical advice as may be required to achieve or further the Objects of the Society.
16.5 Provided that any transaction pursuant to these powers shall require the affirmative decision of a majority at a meeting of the Executive Committee.
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17.0 ANNUAL GENERAL MEETINGS
17.1 An Annual General Meeting shall be held at a designated venue in the month of June, less than 21 days after notice of meeting has been given to members. Such notice shall be given in writing to all members.
17.2 A General Meeting may be called by the Executive Committee at any time or by written request of 10 Members and shall be held not less than 21 days after notice of such a meeting being given to all members. Such notice shall be given in writing to all members.
17.3 The Chairperson at Annual and General Meetings shall be the President or where the President is not able to attend such other person as the meeting may elect, and the President shall have a deliberative as well as a casting vote. The quorum at a Annual or General meeting shall be 10 members.
17.4 Only Members may vote at an Annual or general meeting, the mode of voting shall be by the show of hands unless a poll is request by two members personally present. No proxies shall be allowed.
18.0 CHANGES TO CONSTITUTION AND BY-LAWS.
18.1 All members of the Society shall be bound by these rules and such
by-laws as may be promulgated by the Executive Committee. No addition, alteration amendment or revision to these rules shall be made except at an Annual General Meeting or General Meeting called for the purpose.
18.2 Notice of any proposal to change these rules shall be submitted in writing to the secretary not less than 21 days before the meeting at which the proposal is to be considered and shall be given in writing to all members with the notice of the meeting.
18.3 A proposal to change these rules shall require the affirmative vote of not less than three quarters of the votes cast by Members at the meeting at which it is considered to be carried, and shall not take effect until filed in accordance with the Incorporated Societies Act 1908.
18.4 By-laws may be amended from time to time by a 75% majority vote of the Executive Committee.
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19.0 DISSOLUTION
19.1 The Society may be dissolved by a resolution of a 75% majority of Members at a General Meeting convened for the purpose, provided that all liabilities of the Society have been discharged. Such a resolution shall specify the date from which the dissolution is to take effect, and the manner in which the funds and property of the Society are to be disposed of, provided that the funds and property shall be disposed of to a non -profit organisation, and no member shall benefit financially from the dissolution. Notice of such a dissolution shall be sent to the Registrar of Incorporated Societies in accordance with the Act.
20.0 OTHER MATTERS.
20.1 Any matter not provided for in these rules or the By-laws of the Society, or
any questions as to the interpretation of these rules or By-laws shall be decided by the Executive Committee.
THESE RULES & AMENDMENTS were approved and adopted at the Annual General Meeting held at 132a Kohimarama Rd., Auckland, 1071 on the 16th day of October, 2016.
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