Kelvin Grove Community Assn. Inc.
KELVIN GROVE
COMMUNITY ASSOCIATION
(Formerly Kelvin Grove Residents' Assn. Inc.)
CONSTITUTION
AND RULES
Adopted
December 2006
1
Title
2
Interpretation
2.1
‘Association’
shall mean the Kelvin Grove Community Association.
2.2
‘Kelvin Grove’ shall mean that area of the City of Palmerston North
as defined by the Palmerston North City Council.
2.3
‘The Act’ shall mean The Incorporated Societies Act 1908 and any
amendments thereto.
2.4
The term ‘community’ shall mean residents, ratepayers, landowners,
businesses and special interest groups that reside or operate within the defined
boundaries.
3
Intentions
The
general Intentions of the Association shall be:
3.1
To advocate
for the community, facilities and amenities /development of Kelvin Grove and
maintain the community standards of the area, including cooperation with special
interest groups from within the boundaries relevant to the intentions of the
Association.
3.2
To appoint a representative or representatives or a sub-committee in
conjunction with any other association, public body, corporation or
organisation, on behalf of the Association, and if necessary co-opt non-members
for this purpose.
3.3
To purchase, take on lease, or otherwise acquire on such terms as the
Committee may think fit, any real or personal property and rights or privileges,
and to erect, maintain, improve or alter any buildings, premises or works.
3.4
To borrow or raise money upon mortgages of any real or personal property
of the Association or on debenture or any other security or securities.
3.5
To sell, lease, exchange, mortgage, charge or otherwise deal with all or
any of the real and personal property of the Association.
3.6
To receive bequests, subscriptions and donations for approved specific or
general purposes connected with, or incidental to, any of the intentions of the
Association, and to invest, manage and administer the same.
3.7
Generally to
do all such other things as may be incidental or conducive to the attainment of
the above intentions or any of them, or may in the opinion of the Committee be
likely to be of direct or indirect assistance to members and in the interests of
the Community.
4
Membership
4.1
The
Association shall consist of an unlimited number of members.
4.2
Any person
or organisation having paid the subscription for the then current year, having
first established and evidenced their eligibility within the stated boundaries
shall become a member of the Association.
4.3
No
member of the Association or person associated with a member shall participate
in or materially influence the decision made by the Society in respect of the
payment to or on the behalf of that member or associated person of any income,
benefit or advantage whatsoever.
4.4
Any
such income, benefit or advantage shall be reasonable and relative to that which
would obtain in an arms length transaction in the open market at the time.
5
Cessation of Membership
A person shall cease to be a
member of the Association if:
5.1
Having failed to pay his/her subscription nine months after the date
appointed for the payment thereof his/her name shall be removed from the
Association's Register of Members.
6
Register of Members
6.1
The Association shall keep a register of its members containing the
contact details which include addresses, phone numbers, electronic mail,
personal skills of those members and the dates on which they became Members.
7
Subscriptions
7.1
The annual subscription payable by members shall be such sum and payable
at such times as the Committee shall from time to time determine.
8
Officers
8.1
The Annual General meeting must appoint a committee of at least five and
not more than seven financial members and an Auditor. The committee shall
appoint such officers as it deems necessary to run the Association, and shall
have the power to fill casual vacancies on the committee or officers by cooption
pending the next general meeting.
8.2
The role of each officer shall be defined by a job description.
9
Election of Officers
9.1
The committee shall be elected annually, and shall hold office until the
following Annual General Meeting or until a Special General Meeting called
specifically for the re-election of officers or an officer or officers
discontinue membership as stated in Rule 5 or resigns from an official position.
9.2
Auditors must be non-members and appointed separately from the officers
on the committee.
9.3
No person shall be elected or hold office as auditor who is an officer or
a Member of the Association.
10
Financial Year
10.1
The financial year of the Association shall end on 31st March.
11
Annual General Meeting Procedures
11.1
The Annual General Meeting shall be held as soon as practicable after
31st March in each year but not later than 31st July and at such time and place
as may be decided by the Committee.
11.2
Prior to the date of the Annual General Meeting the Secretary shall call
for nominations to the Committee by sending to each member a notice asking for
nominations.
11.3
The business
of the Annual General Meeting shall be as follows:
11.3.1
Acceptance of the Minutes of the previous General Meeting(s)
11.3.2
Annual Report of the Chairperson
11.3.3
Receiving and acceptance of Audited Accounts
11.3.4
Election of Officers, Chairperson, the Secretary, The Treasurer and the
Auditor
11.3.5
Motions of which notice has been received by the Chairperson and notified
to all members
General
business:
11.4
A Special General Meeting shall be called at any time by the Committee on
its own decision or within twenty-one days of receipt of a request signed by
five financial members, and notification of said meeting by the Chairperson
specifying the motions and intention/s
of such Special General Meeting.
11.5
No business shall be transacted at any Special General Meeting except
that which shall be specified in the notice calling the meeting.
11.6
Notice of any General Meeting, whether Annual or Special, specifying the
intention/s of any such meeting, shall be forwarded to all financial members at
least seven days prior to the day fixed for the holding thereof. The Committee
may, in addition, advertise, as it may decide upon, calling the attention of
members to the holding of the meeting.
11.7
The quorum at all Annual General Meetings shall be seven financial
Members personally present.
11.8
At all Annual General Meetings every financial member personally present
and entitled under these Rules to vote shall be entitled to one vote and the
Chairperson shall, in addition, have a casting vote. All voting shall be on the
voices or by a show of hands unless a poll is demanded by at least five members.
Any poll shall be taken in such a manner as the Chairperson decides. A motion
shall be carried by a single majority.
11.9
At every Annual General Meeting the Chair shall be taken by the
Chairperson of the Committee if present or in his/her absence by the Deputy
Chairperson if there be one decided upon by the Committee, or failing these
officers a Chairperson nominated by the persons present at the meeting.
11.10
If within thirty minutes from the time appointed for the meeting a quorum
of members is not present the meeting shall be adjourned and the adjourned
meeting shall be held within thirty days. If at such adjourned meeting a quorum
of members as provided for in clause (15.7) thereof is not present the members
then present shall constitute a quorum. Notice of such adjourned meeting shall
be given as stated in clause (15.6)
11.11
The election of the committee shall be by ballot if necessary and two
scrutinisers shall, prior to the holding of any ballot be appointed by the
members present. They shall conduct the ballot and shall certify to the
Chairperson the name or names of the persons elected. Immediately the
Chairperson has declared the successful nominees duly elected the ballot papers
shall be destroyed.
11.12
Any Member of the Association desiring to move any motion at an annual
general meeting shall notify the motion in writing and the reasons for the
proposal to the Secretary at least 28 clear days before the Annual General
Meeting at which the motion is to be considered. The Secretary shall send a copy
of the motion with the proposer’s name to each member of the Association or,
where this is not practicable, shall send a summary of the motion and shall
state where the full text of the motion may be seen with the notice of the
Annual General Meeting.
12
Alteration of Rules
12.1
Subject to Section 21 of the Act these Rules or any of them may be
altered added to or rescinded by a resolution passed by not less than two-thirds
of the members as vote in person at a General Meeting of which notice specifying
the intention to propose the resolution has been duly given.
12.2
This constitution shall not be amended, added to, or rescinded except by
resolution in that behalf, passed by a majority of members entitled to vote at
an Annual General Meeting or Special General Meeting convened for the purpose,
nor unless written notice of the proposed amendment, addition or rescission,
shall have been given to the Secretary not less than four weeks before the
meeting and no such amendment, addition and recession shall be valid unless and
until it has been registered by the Registrar of Incorporated Societies.
12.3
No amendment, addition or recision shall be permitted that in any way
affects the charitable status of the Society including the provisions for its
winding-up, or that in any way affects the payment to members of the Society or
persons associated with members of income, benefit or advantage, unless such
amendment, addition or recision shall have obtained the prior approval of the
Inland Revenue Department.
13
Common Seal
13.1
The Secretary shall have custody of the common seal of the Association,
if one is required, and such seal shall not be affixed to any instrument except
by the authority of a resolution of the Committee, and in the presence of a
member of the Committee and of the Secretary or other such person as the
Committee may appoint for the purpose; and that member of the Committee and the
Secretary or other person aforesaid shall sign every instrument to which the
seal of the Association is so affixed in their presence.
14
Control and Investment of Funds
14.1
The funds of the Association shall be deposited in account or accounts at
a bank or banks as decided upon by the Committee from time to time except that
the Treasurer shall hold petty cash in a sum not exceeding an amount decided by
the Committee from time to time and excepting that funds not immediately
required may be invested as determined by the Committee from time to time with
the agreement of the Auditor of the Association. The signatures of any two of
the following officers shall operate upon the accounts: the Chairperson, the
Secretary, and the Treasurer.
15
Powers of Committees
15.1
The Committee may meet together for the dispatch of business adjourn and
otherwise regulate its meetings as it may decide. Questions arising at any
meeting shall be decided by a majority of votes. In the case of an equality of
votes the Chairperson shall have a second or casting vote. Any three members of
the Committee may and the Chairperson or Secretary on the request of any such
three members shall at any time summon a meeting of the Committee.
15.2
The quorum necessary for the transaction of the business of the Committee
shall be five.
15.3
The continuing members of the Committee may act notwithstanding any
vacancy in their body but if and so long as their number is reduced below the
number fixed as the necessary quorum the continuing members of the Committee may
act for the purpose of summoning a General Meeting of the Association but for no
other purpose.
16
Subcommittees
16.1
The Committee may appoint Sub-Committees and may delegate them such
powers as it may decide.
16.2
Such Sub-Committees may comprise persons who are not members of the
Association or of the Committee.
16.3
Sub-Committees shall report to the Committee, and the decision of any
Sub-Committee shall be subject to confirmation by the Committee, except in cases
where the Sub-Committee is given full power to act.
16.4
A Sub-Committee shall appoint its own Chairperson but the Chairperson
shall be a member of the Committee, except where in special cases the Committee
may otherwise order.
16.5
The Chairperson of the Committee shall be an ex-officio member of all
Sub-Committees.
16.6
The Committee shall fix the quorum of Sub-Committees.
17
Dissolution
17.1
The Association may be wound up under the provisions of the incorporated
Societies Act 1908.
17.2
A
majority of members present at a Special General Meeting convened for the
purpose may resolve that the Society be wound up as from a date to be named in
the resolution.
17.3
Any
such resolution shall remain inoperative unless and until it is confirmed by a
further Special General Meeting called for that purpose and held not earlier
than thirty days after the date on which the resolution so to be confirmed was
passed.
17.4
If
upon such winding up there remains, after satisfaction of all debts and
liabilities of the Society any property, whatsoever, the said property shall not
be paid or distributed to the members of the Society, or persons associated with
members, but shall be given or transferred as the Special General Meeting shall
resolve to approved charitable organisations within New Zealand whose objects
include objects similar to those of the Society.
Last Updated: 1 January 2007
