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Incorporated Society No. 218813 - Charity Registration CC24444
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CONSTITUTION
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Adopted by members at the AGM held on 30 April 2021
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VIEW BY:
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TERM SEARCH:
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1.
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THE SOCIETY
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1.1
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The name of the
society is Manawatu Riding for the Disabled Association Incorporated
("the Society").
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1.2
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The Registered Office
of the Society is at such place in New Zealand as the Committee may from time
to time decide.
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1.3
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The purposes of the Society are to:
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a.
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Provide therapeutic
horse riding opportunities for people living with disabilities whose health
and wellbeing is likely to benefit from such participation.
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b.
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Do anything necessary
or helpful to the above purposes and to the continuance and advancement of
the Riding for the Disabled movement.
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1.4
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Pecuniary gain is not a purpose of the Society.
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2.
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MANAGEMENT OF THE
SOCIETY
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MANAGING COMMITTEE
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2.1
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The Society will have
a managing committee (“the Committee”), comprising a President, Vice
President, Secretary and Treasurer (the “Officers”) and other Committee
members.
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2.2
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The position of
President may not be combined with any other Officer position.
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2.3
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The minimum number of
Committee members (including the Officers) will be five and the maximum
number will be eight.
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2.4
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Only Members of the
Society may be Committee Members.
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APPOINTMENT AND
CESSATION OF COMMITTEE MEMBERS
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2.5
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At an Annual General
Meeting, the Members may decide by majority vote;
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a.
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The maximum number to be on the Committee; and
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b.
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Who will be the
President, Vice President, Secretary and Treasurer. The role of Secretary may
be combined with either the role of Vice President or Treasurer. No other
combinations of officer roles are permitted.
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2.6
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Committee Members are
appointed for terms of no more than three years and may be re-appointed.
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2.7
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Persons cease to be
Committee Members when:
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a.
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They resign by giving
written notice to the Committee.
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b.
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They are removed by
majority vote of the Society at a Special General Meeting.
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c.
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Their term expires.
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2.8
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If a person ceases to
be a Committee Member, that person must within one month return to the
Committee all Society documents and property.
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NOMINATION OF COMMITTEE MEMBERS
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2.9
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Nominations to fill
Committee vacancies will be called for at least 28 days before an Annual
General Meeting. Each candidate will be proposed and seconded in writing by
Society Members and the completed nomination delivered to the Secretary.
Nominations will close at 5pm on fifteen days before the Annual General
Meeting. Retiring Committee members will be eligible for re-election.
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2.10
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If there are
insufficient nominations prior to the AGM, the chair of the meeting may call
for nominations from the floor, requiring a nominator (not the nominee) and
seconder. No member may participate in nominating or seconding more than one
person at a meeting.
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2.11
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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.
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2.12
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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.
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2.13
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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.
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3.
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ROLE OF THE COMMITTEE
AND COMMITTEE MEMBERS
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3.1
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Subject to the rules
of the Society (“The Rules”), the role of the Committee is to:
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a.
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Administer, manage and control the Society;
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b.
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Carry out the purposes
of the Society, and Use Money or Other Assets to do that;
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c.
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Manage the Society’s
financial affairs, including approving the annual financial statements for
presentation to the Members at the Annual General Meetings;
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d.
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Set accounting
policies in line with generally accepted accounting practice;
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e.
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Delegate
responsibility where necessary;
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f.
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Ensure that all
Society Members, the Committee Members and the Committee follow the Rules;
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g.
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Decide how a person
becomes a Member, and how a person stops being a Member;
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h.
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Decide the times and
dates for Meetings, and set the agenda for Meetings;
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i.
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Decide the procedures
for dealing with complaints;
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j.
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Set Membership fees,
including subscriptions and levies;
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k.
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Follow the policies
and procedures issued by NZRDA, specifically to maintain operational
certification and affiliation with NZRDA;
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l.
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Ensure the Society
maintains charitable status;
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m.
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Make additional policy
and procedure as the Committee sees fit; and
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n.
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Do all such other
things as are expedient or conducive to the attainment of the objects of the
Society.
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3.2
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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.
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3.3
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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.
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ROLES OF OFFICERS
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3.4
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The President/Chair is
responsible for:
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a.
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Ensuring that the
Rules are followed;
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b.
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Convening Meetings and
establishing whether or not a quorum (half of the Committee) is present;
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c.
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Chairing Meetings,
deciding who may speak and when;
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d.
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Overseeing the
operation of the Society;
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e.
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Providing a report on
the operations of the Society at each Annual General Meeting.
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3.5
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The Secretary is
responsible for:
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a.
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Recording the minutes
of Meetings;
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b.
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Keeping the Register
of Members;
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c.
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Holding the Society's
records and documents except those required for the Treasurer’s function and
held by the Treasurer;
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d.
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Receiving and replying
to correspondence as required by the Committee;
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e.
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Filing required
information with the Registrar of Incorporated Societies and Charities
Services;
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f.
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Advising the Registrar
of Incorporated Societies of any rule changes.
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3.6
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The Treasurer is
responsible for:
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a.
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Keeping proper
accounting records of the Society’s financial transactions to allow the
Society’s financial position to be readily ascertained;
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b.
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Preparing annual
financial statements in accordance with the Societies’ accounting policies
for presentation at each Annual General Meeting;
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c.
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Providing a financial
report at each Annual General Meeting;
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d.
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Providing financial
information to the Committee as the Committee determines.
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4.
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COMMITTEE MEETINGS
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4.1
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Committee meetings may
be held via video or telephone conference, or other formats as the Committee
may decide.
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4.2
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No Committee Meeting
may be held unless at least three days’ notice has been given to all
Committee Members and more than half of the Committee Members attend. If all
Committee Members agree, the notice period may be shortened or waived.
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4.3
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The President will
chair Committee Meetings, or if the President is absent the Vice President
will chair the meeting. If the President and Vice President are absent, the
Committee will elect a Committee Member to chair that meeting.
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4.4
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All decisions of the
Committee will be by a majority vote. In the event of an equal vote, the
President/Chair will have a casting vote, that is, a second vote.
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4.5
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Only Committee Members
present at a Committee Meeting may vote at that Committee Meeting.
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4.6
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Subject to these
Rules, the Committee may regulate its own practices by approving Regulations
that shall be read in Conjunction with this Constitution.
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5.
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SOCIETY MEMBERSHIP
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5.1
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The minimum membership
is fifteen members, or such number as required by legislation.
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5.2
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Society Members have
the rights and responsibilities set out in these Rules.
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5.3
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All Society Members
(including Committee Members) will promote the purposes of the Society and
will do nothing to bring the Society into disrepute.
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5.4
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Any person who is a
Society Member will not be able to materially influence any income, benefit
or advantage that the Society Member may receive as a result of involvement
with the Society, and such persons will not participate in any deliberations
and proceedings by which income, benefit or advantage is being determined.
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5.5
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The property, effects
and money of the Society will belong to the Society as an Incorporated
Society and no member will acquire any personal interest or individual
interest in any of the property of the Society by virtue of being a member of
the Society.
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5.6
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To become a Society
Member, a person (“the Applicant”) must supply any information the Committee
requires. Applications will be considered by the Committee. The Committee
will have complete discretion when it decides whether or not to allow the
Applicant to become a Society Member. The Secretary will advise the Applicant
of the Committee’s decision, and that decision will be final.
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5.7
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If any Society Member
does not pay any required membership fee 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 may be terminated. After that
date, the Society Member will (without being released from the obligation of
payment of any sums due to the Society) have no Membership rights.
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5.8
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The Secretary will
keep a register of Society Members (“the Register”), which will contain the
names, the postal and email addresses and telephone numbers of all Society
Members, and the dates at which they became Society Members. Each Society
Member will provide such other details as the Committee requires.
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5.9
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If a Society Member’s
contact details change, that Society Member will give the details to the
Secretary.
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5.10
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Any Society Member may
resign by giving written notice to the Secretary.
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5.11
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Membership is
terminated in the following way;
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a.
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If, for any reason
whatsoever, the Committee is of the view that a Society Member is breaching
the Rules or acting in a manner inconsistent with the purposes of the
Society, the Committee may give written notice of this to the Society Member
(“the Committee’s Notice”). The Committee’s Notice must:
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> Explain how the Society Member is breaching the Rules or
acting in a manner inconsistent with the purposes and values of the Society;
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> State what the Society Member must do in order to remedy the
situation; or state that the Society Member must write to the Committee
giving reasons why the Committee should not terminate the Society Member’s
Membership.
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> State that if, within 14 days of the Society Member receiving
the Committee’s Notice, the Committee is not satisfied, the Committee may in
its absolute discretion immediately terminate the Society Member’s
membership.
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> State that if the Committee terminates the Society Member’s
membership, the Society Member may appeal to the Society.
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b.
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Fourteen days after
the Society Member received the Committee’s Notice, the Committee may in its
absolute discretion by majority vote terminate the Society Member’s
membership by giving the Society Member written notice (“Termination
Notice”), which takes immediate effect. The Termination Notice must state
that the Society Member may appeal to the Society at a Special General
Meeting by giving written notice to the Secretary (“Member’s Notice”) within
14 days of the Society Member’s receipt of the Termination Notice.
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c.
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If the Society Member
gives the “Member’s Notice” to the Secretary, the Society Member will have
the right to be fairly heard at a Special General Meeting held within the
following 28 days. If the Society Member chooses, the Society Member may
provide the Secretary with a written explanation of the events as the Member
sees them (“the Member’s Explanation”), and the Society Member may require
the Secretary to give the Member’s Explanation to every other Society Member
within 7 days of the Secretary receiving the Member’s Explanation.
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d.
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When the Society
Member is heard at a Special General Meeting, the Society may question the
Society Member and the Committee Members.
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e.
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The Society will then
by majority vote decide whether to let the termination stand, or whether to
reinstate the Society Member. The Society’s decision will be final.
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6.
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MONEY AND OTHER ASSETS
OF THE SOCIETY
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6.1
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The Society may only
Use Money and Other Assets if:
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a.
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It is for a purpose of
the Society;
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b.
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It is not for the sole
personal or individual benefit of any Member; and
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c.
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That Use has been
approved by either the Committee or by majority vote of the Society.
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7.
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ADDITIONAL POWERS
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7.1
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The Society may:
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a.
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Employ or contract
people for the purposes of the Society;
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b.
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Exercise any power a
trustee might exercise;
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c.
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Invest, lend and deal
with the moneys of the Society not immediately required for carrying on its
business in such securities and in such a manner as from time to time
determined upon;
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d.
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Purchase, take on
lease or in exchange or on hire or otherwise acquire, hold, mortgage and
dispose of any real or personal property and any rights and privileges;
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e.
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Borrow money and
provide security for that if authorised by majority vote at any Society
Meeting.
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8.
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FINANCIAL YEAR
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8.1
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The financial year of
the Society begins on 1 January of every year and ends on 31 December of the
same year.
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9.
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ASSURANCE ON THE
FINANCIAL STATEMENTS
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9.1
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The Committee will
appoint a member of the institute of Chartered Accountants Australia and New
Zealand (“Reviewer”) who is independent of the Society and all its Members,
to perform an “agreed upon procedures” review as determined by the Committee.
The Committee is responsible to provide the Reviewer with:
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a.
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Access to all
information of which the Committee is aware that is relevant to the review;
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b.
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Additional information
that the Reviewer may request from the Committee for the purpose of the
review; and
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c.
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Reasonable access to
persons within the Society from whom the reviewer determines it necessary to
obtain evidence.
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d.
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Reasonable access to
persons within the Society from whom the Auditor determines it necessary to
obtain evidence.
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10.
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SOCIETY MEETINGS
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10.1
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Society Meeting is
either an Annual General Meeting or a Special General Meeting.
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10.2
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Any General Meeting
can be held by the number of Members, who constitute a quorum, being
assembled together at date and time appointed for the meeting; either in an
appointed place or by means of audio, or audio and visual communication by
which all the Members participating and constituting a quorum can
simultaneously hear each other throughout the meeting.
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10.3
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The Committee will
determine when, and in what meeting format the Society will meet.
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10.4
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The Annual General
Meeting will be held once every year before 31 May.
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10.5
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Special General
Meetings may be called by the Committee. The Committee must call a Special
General Meeting if the Secretary receives a written request stating the
business to be transacted and a notice of motion signed by at least 5 or 5%
of the Members (whichever is the higher) or in accordance with Rule 5.11 c.
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10.6
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The Secretary will
give all Members at least 14 Clear Days’ Written Notice of the business to be
conducted at any Society Meeting including details of any motions and the
Committee’s recommendations about those motions.
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10.7
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In addition to the
requirements of clause 10.4, for the Annual General Meeting the Secretary
will provide with the notice of meeting;
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a.
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A President’s Report
on the Society’s operations;
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b.
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The Annual Financial
Statements as approved by the Committee; and
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c.
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A list of Nominees for
the Committee, and information about those Nominees if it has been provided.
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10.8
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If the Secretary has
sent a notice to all Members in good faith, the Meeting and its business will
not be invalidated simply because one or more Members do not receive the
notice.
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10.9
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All Members may attend
and vote at Society Meetings.
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10.10
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No Society Meeting may
be held unless at least 10 or 10% (whichever is the higher) of Members
attend. This will constitute a quorum.
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10.11
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All Society Meetings
will be chaired by the President. If the President is absent, the Vice
President will chair that meeting. If the President and Vice President are
absent, the Society will elect another Committee Member to chair that
meeting. Any person chairing a Society Meeting has a casting vote.
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10.12
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On any given motion at
a Society Meeting, the Chair will in good faith determine whether to vote by
voice, show of hands or Secret ballot. However, if any three Members other
than Committee members or nominees demand a secret ballot before a vote by
voice or show of hands has begun, voting must be by secret ballot. If a
secret ballot is held, the Chair will have a casting, that is, second vote if
required. If a secret ballot is requested the Chair will appoint two
scrutineers to conduct and count the vote, and deliver the result in writing
signed by both scrutineers to the Chair who will announce the result of the
ballot.
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10.13
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The business of an
Annual General Meeting will be:
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a.
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Receiving any minutes
of the previous Society Meeting(s);
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b.
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The President’s report
on the business of the Society;
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c.
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The Treasurer’s report
on the finances of the Society, and the Annual Financial Statements;
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d.
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Election of Committee
Members;
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e.
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Motions to be
considered that have been notified in accordance with the Constitution and
included in the Notice of Meeting;
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f.
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General business.
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10.14
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If at the stated time
for a Society Meeting a quorum is not present the Chair will defer the
commencement of the meeting until a quorum is present. If within half an hour
after the time appointed for a meeting a quorum is not present;
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a.
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If the Society Meeting
is the Annual General Meeting, the meeting will be dissolved and recalled in
accordance with Rule 10.6.
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b.
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If the Society
Meeting, is a Special General Meeting called upon requisition of Society
Members under Rule 10.5, it will be dissolved.
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c.
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In any other case, the
meeting will stand adjourned to a day, time and place determined by the
President, and if at such adjourned meeting a quorum is not present the
meeting will be dissolved without further adjournments.
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10.15
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Motions at Society
Meetings
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a.
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Any Society 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 21 Clear Days’
before that meeting. The Society Member may also provide information in
support of the motion (“Member’s Information”).:
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b.
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A member’s Motion must
be voted on at the Society Meeting and the Secretary must give the Member’s
Information to all Society Members at least 14 Clear Days before the Society
Meeting; or if the Secretary fails to do this, the Society Member has the
right to raise the motion at the following Annual General Meeting.
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c.
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The Committee may also
decide to put forward motions for the Society to vote on (“Committee
Motions”) which will be suitably notified.
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11.
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COMMON SEAL
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11.1
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The Committee shall
provide a common seal for the Society and may from time to time replace it
with a new one.
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11.2
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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.
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12.
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ALTERING THE RULES
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12.1
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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 PROVIDED THAT the
proposed alterations or replacement Rules have been authorised by the Board
of New Zealand Riding for the Disabled Association Incorporated in advance of
the meeting.
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12.2
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At least 14 Clear Days
before the General Meeting at which any Rule change is to be considered the
Secretary will give to all Members written notice of the proposed motion, the
reasons for the proposal, and any recommendations the Committee has.
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12.3
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When a Rule change is
approved by a General Meeting no Rule change will take effect until the
Secretary has filed the changes with the Registrar of Incorporated Societies.
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13.
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WINDING UP
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13.1
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If at any General
Meeting the members decide by a majority of those present and entitled to
vote that the Society should be wound up, the Secretary will call a Special
General Meeting of the Society of which not less than thirty Clear Days’
notice will be given to all Society Members and to the Secretary of the New
Zealand Riding for the Disabled Association Incorporated specifying the terms
of any resolution to be proposed.
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13.2
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If at such Special
General Meeting of the Society it is decided by a majority of those present
and entitled to vote that the Society should be wound up, the Society will be
wound up in an orderly manner and with independent
advice and assistance from an appropriately qualified professional.
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13.3
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If the Society is
wound up:
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a.
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The Society’s debts,
costs and liabilities will be paid;
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b.
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Surplus Money and
Other Assets of the Society will be distributed to New Zealand Riding for the
Disabled Association Incorporated or any of its affiliated Riding for the
Disabled Groups as the Society may in General Meeting decide, PROVIDED THAT any such surplus Money and Other Assets which
have been purchased or developed by the Society with aid from the local
community, will be distributed to other local and recognised charitable
Incorporated Societies as the Society may in General Meeting decide or to the
local community for public recreational purposes.
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c.
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No distribution may be
made to any Member or any entity associated with any Society Member.
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14.
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DEFINITIONS AND
MISCELLANEOUS MATTERS
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14.1
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In these Rules:
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a.
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“Majority vote” means
a vote made by more than half of the Members who are present at a Meeting and
who are entitled to vote and voting at that Meeting upon a resolution put to
that Meeting.
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b.
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"Money or Other
Assets” means any real or personal property or any interest therein, owned or
controlled to any extent by the Society.
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c.
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“Society Meeting”
means any Annual General Meeting, or any Special General Meeting, but not a
Committee Meeting.
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d.
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"Use Money or
Other Assets” means to use, handle, invest, transfer, give, apply, expend,
dispose of, or in any other way deal with, Money or Other Assets.
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e.
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"Written Notice”
means communication by post, electronic means (including email, and website
posting), or advertisement in periodicals, or a combination of these methods.
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f.
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“Clear Days” is
defined as excluding the day of notification, the day of the meeting and any
statutory holidays in between.
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14.2
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It is assumed that
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a.
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Where a masculine is
used, the feminine is included.
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b.
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Where the singular is
used, plural forms of the noun are also inferred.
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c.
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Headings are a matter
of reference and not a part of the rules.
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14.3
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The Committee and each
and every member thereof acting in good faith will be indemnified by and out
of the funds including investments of the Society against any loss, damage,
expense, or liability incurred by reason of or in connection with any legal
proceedings instituted against them or any of them for any act done, omitted
or suffered in relation to the performance or professed performance of any of
their official duties or any of the objects of the Society.
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14.4
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Matters not covered in
these Rules will be determined in accordance with the Rules of the New
Zealand Riding for the Disabled Association Incorporated or, if the latter
Rules are silent on the point, by the Committee, whose decision will be
final. Where any conflict arises between these rules and those of the New
Zealand Riding for the Disabled Association Incorporated then the latter
rules will prevail.
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END
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