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NZERN Constitution as of March 2004 Prior Publication Index 1. Name 1.1 THE name of the Society is "The New Zealand Ecological Restoration Network Incorporated", also known as "NZERN". 2.1 THE purpose for which NZERN is established is: 3.1 ANY person or group who supports the purpose of NZERN and wants to be involved in a practical way shall be welcome to join NZERN. 3.2 THERE shall be six classes of membership: Individual, Family, Non Profit, Small Business, Corporate, Affiliate. 3.3 INDIVIDUAL membership shall be open to any person over the age of 15 who supports the objects of NZERN. 3.4 NON PROFIT membership shall be open to any non government organisation or group, whether formal or informal, that supports the objects of NZERN. 3.5 SMALL BUSINESS membership shall be open to any small business, that supports the objects of NZERN 3.6 CORPORATE membership shall be open to any government organisation that supports the objects of NZERN 3.7 FAMILY membership shall be open to any group of persons that supports the objects of NZERN. 3.8 AFFILIATE membership shall be granted to any member or employee of a group, corporate member or family that is itself a member of NZERN, at the group's request. In such cases, the group shall be known as the Sponsoring Group. 3.9 ANY membership fees and/or annual subscriptions may be set by any General Meeting of NZERN. 3.10 APPLICATION for Individual and Family Membership shall be made in writing to the Honorary National Secretary using the Membership Application Form along with any annual subscriptions or fees payable. 3.11 APPLICATION for Group Membership shall be made in writing to the Honorary National Secretary using the Group Membership Application Form along with any annual subscriptions or fees payable. 3.12 APPLICATION for Corporate Membership shall be made in writing to the Honorary National Secretary using the Group Membership Application Form along with any annual subscriptions or fees payable. 3.13 APPLICATION for Affiliate Membership shall be made in writing by a sponsoring group to the Honorary National Secretary using the Affiliate Membership Application Form. 4.1 ANY Individual, Family, Corporate or Group Member may resign from membership by giving to the Honorary National Secretary notice in writing to that effect. No such resignation shall release the member from any current or contingent liability to NZERN. 4.2 IF any Individual, Family, Corporate or Group Member fails to pay a subscription which has fallen due within three calendar months, membership shall automatically cease. 4.3 IF the conduct of any Member is such as appears to the National Council to endanger the character/good order or welfare of NZERN, the National Council may enquire into the circumstance of the case. At the meeting the member shall be allowed to offer any explanation personally or in writing. If two thirds of the members of the National council present vote for his/her expulsion, he/she shall forthwith cease to be a member of NZERN but without releasing him/her from any existing liability to NZERN. 4.4 AFFILIATE membership shall automatically cease whenever the membership of the sponsoring group ceases, or whenever the person's association with the sponsoring group ceases. 5.1 THESE rules may be altered, added to or rescinded at any general meeting of NZERN, notice of the intention to move such alteration, addition or recision having been given in the notice convening the meeting, and not less than one calendar month before such meeting. The Committee shall include such notice with the notice convening the General Meeting at the request of any two Branches of NZERN. 5.2 AT least a two thirds vote of those members present is required to alter these rules. 5.3 NO addition to or alteration of the charitable objects, the personal benefit clause or the winding up clause shall be approved without the Inland Revenue Department's approval. 6.1 BY LAWS not in conflict with the rules may be made by any meeting of the National Council or General Meeting of NZERN by simple majority vote of those members present 6.2 ANY new bylaws shall be published at the earliest opportunity. 7.1 THE Committee shall convene and hold an A.G.M. of NZERN not
later than 30 th November in each year at such time and place as it shall from time to
time determine. 7.2 READING and confirmation of the minutes of the previous A.G.M. and of any Special General Meeting held during the year, consideration of the Annual Report and Financial Statement, discussion of any proposed alteration of these rules of which due notice has been given, election of officers, general business. 7.3 THE Committee shall convene a Special General Meeting upon a requisition of any two Branches stating the reason for the meeting. In default, such members may themselves call the meeting. Notice of one calendar month shall be given. 7.4 NO business shall be transacted at any general meeting unless a quorum of members is present when the meeting proceeds to business. Six designated representatives of Branches personally present shall constitute a quorum. 7.5 AT General Meetings, each designated representative of a Branch shall be entitled to one vote. 7.6 AT all General Meetings the President or in his/her absence any other duly elected Chairman shall be entitled on every question to vote if he/she would normally be entitled to vote. In the case of an equality of votes the Chairman shall have a casting vote as well as a deliberative vote. 7.7 THE mode of voting on all questions other than elections shall be by the voices, or if the Chairman or any designated representative of a Branch shall require, by a show of hands.
8.1 THE following officers shall be appointed at the Annual
General Meeting in each year:- 8.2 THE Honorary National Secretary shall keep minutes of all General National Council and Management Committee meetings and shall conduct all correspondence of NZERN. He/she shall keep a register of members containing the particulars required by law. The register of members shall be made available for inspection by any member of NZERN on reasonable notice. The Honorary National Secretary shall assist as required by the National President in the preparation of the Annual Report for submission to the A.G.M. in each year. 8.3 THE Honorary National Treasurer shall receive all monies collected on behalf of NZERN and lodge them to the credit of NZERN in the appointed bank. He/she shall keep an account of all monies received or expended by NZERN and shall prepare an Annual Financial Statement for submission to the A.G.M. 9.1 THE National Council shall exercise all the powers and perform all the duties for which NZERN is established and shall have power to do all such things as may be conducive to the attainment of the purpose of NZERN. 9.2 THE National President shall be the Chairman of the National Council and shall preside at all meetings of the National Council. In his/her absence any other duly elected Chairman shall take the chair. The required number of the National Council personally present to constitute a quorum shall be decided at the A.G.M. 9.3 THE National Council shall have the power to appoint any Individual or Affiliate member of NZERN to any office that shall fall vacant as a result of the death or retirement of the officer holding the same. The member so appointed shall hold office until the next succeeding A.G.M. 9.4 MEMBERS of the National Council shall have one vote each. 9.5 THE National Council members are: 10.1 THE A.G.M. shall appoint an Advisory Panel consisting of NZERN members able to advise the National Council on matters requiring specialist expertise. 10.2 ANY member of NZERN may nominate another Individual or Affiliate Member for membership of the Advisory Panel using the official nomination form. 10.3 ANY member of the Advisory Panel may resign from the Advisory Panel by giving written notice to the Honorary National Secretary of NZERN to that effect. 10.4 IF any member of the Advisory Panel ceases to be a member of NZERN they shall automatically cease to be a member of the Advisory Panel. 10.5 THE membership of any member of the Advisory Panel may be rescinded at any General Meeting of NZERN, notice of the intention to rescind their membership having been given in the notice convening the meeting and not less than one calendar month before such meeting. The committee shall include such notice at the request of any two Branches of NZERN. 11.1 NZERN shall be divided into Branches as listed in the addendum to this constitution and any amendments.. 11.2 ANY members in good standing may apply to the National Council to establish a branch. 11.3 THE geographic extent of each Branch shall be defined by the National Council. 11.4 ALL members living within that geographic area shall be assigned as members of the branch 11.5 MEMBERS of the branch shall hold a Branch AGM for the purpose of electing a Branch Committee. 11.6 THE Branches shall send voting delegates to the AGM. 11.7 THE delegates the the AGM shall be the regional representatives.1:1 11.8 THE Branches shall send voting delegates to the National Council. 11.9 THE delegates to the National Council shall be the regional representatives 1:1 12.1 THE Branch Committee shall convene and hold a Branch
A.G.M. at least once every two years at such time and place as it shall from time to time
determine. 12.2 READING and confirmation of the minutes of the previous A.G.M. and of any Special General Meeting held during the year, consideration of the Annual Report and Financial Statement, election of officers, general business. 12.3 THE Committee shall convene a Special General Meeting upon a requisition of any four Group Members stating the reason for the meeting. In default, such members may themselves call the meeting. Notice of one calendar month shall be given. 12.4 NO business shall be transacted at any general meeting unless a quorum of members is present when the meeting proceeds to business. Four designated representatives of Group Members personally present shall constitute a quorum. 12.5 AT General Meetings, each designated representative of a Group Member shall be entitled to one vote. If the representative has been designated to represent several group members, he or she shall nevertheless be entitled to only one vote. 12.6 AT all General Meetings the President or in his/her absence any other duly elected Chairman shall be entitled on every question to vote if he/she would normally be entitled to vote. In the case of an equality of votes the Chairman shall have a casting vote as well as a deliberative vote. 12.7 THE mode of voting on all questions other than elections shall be by the voices, or if the Chairman or any designated representative of a Group Member shall require, by a show of hands.
13.1 THE following officers shall be appointed at the
Branch AGM in each year:- 13.2 OTHER Officers without vote may be appointed at the Branch A.G.M. 13.3 THE Branch Secretary/Treasurer shall keep minutes of all meetings and shall conduct all correspondence of the Branch. Receive all monies collected on behalf of the Branch and lodge them to the credit of the Branch in the appointed bank. He/she shall keep an account of all monies received or expended by the Branch and shall prepare an Annual Financial Statement for submission to the Branch A.G.M and the National Council. 14.1 THE Branch Committee shall act in the local area for the purposes of which NZERN is established as approved by the National Council. 14.2 THE Branch President shall be the Chairman of the Branch Committee and shall preside at all meetings of the Branch Committee. In his/her absence any other duly elected Chairman shall take the chair. The required number of the Branch Committee personally present to constitute a quorum shall be decided at the Branch A.G.M. 14.3 THE Branch Committee shall have the power to appoint any Individual or Affiliate member of the Branch to any office that shall fall vacant as a result of the death or retirement of the officer holding the same. The member so appointed shall hold office until the next succeeding A.G.M. 14.4 THE members of the Committee are 14.5 MEMBERS of the Committee shall have one vote each. 14.6 THE Committee may open a bank account for purposes as approved by the National Council. 15.1 A Regional Representative shall be elected for each region and locality as listed in the addendum to this constitution and any amendments. 15.2 THE Areas shall first be established by the National Council 15.2 THE Areas are based on a current local council boundary/s and/or ward/s 15.3 THE Voting is by community groups who have a restoration site in that area as listed in the NZERN Restoration Directory, and are paid up members of NZERN 15.4 THE rep will be a member of one of the community groups with voting rights. 15.5 AN election for rep may be conducted at any time by the groups with voting rights 16.1 THE National Management Committee shall have power to adopt a common seal of NZERN. It may at any time destroy the seal and substitute a new seal. The Honorary National Secretary shall have custody of the common seal. 16.2 WHENEVER the common seal of NZERN is required to be affixed to any deed or other document the seal shall be so affixed pursuant to a resolution of the Management Committee. It shall be affixed in the presence of the National President and the Honorary National Secretary, who shall both sign the document. The Honorary National Secretary shall report to the AGM all such uses of the seal. 17.1 ALL monies and other invested funds belonging to NZERN shall be lodged to the credit of NZERN at the appointed bank. The account may be operated on the signatures of any two of the following officers: National President, Honorary National Secretary, and Honorary National Treasurer. 18.1. NZERN shall have the power to borrow or raise money from time to time by the issue of debentures, bonds, mortgages on any of the assets, property or rights of NZERN or without any such security. Any such borrowing shall be upon terms as to priority or otherwise as shall seem fit to the Committee who shall also be entitled to exercise such power and to borrow or raise money on behalf of NZERN. 19.1 THE registered office of NZERN shall be at such place as the Committee shall from time to time determine. 20.1 THE financial year of NZERN shall terminate on 31 March in each year. 21.1 A notice may be given by NZERN to any member either personally or by sending it by post to him at his registered address. 22.1 NZERN may be wound up voluntarily if:- 22.2 IF upon winding up of NZERN there remains after the satisfaction of its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of NZERN. It shall be given or transferred to some other institution or institutions having exclusively charitable objects in whole or in part similar to those of NZERN to be determined by NZERN in a General Meeting and at or before the time of winding up. 23.1 ANY income, benefit or advantage will be applied to the charitable objects of the Society. 23.2. NO member of the Society or any person associated with a member shall participate in or materially influence any decision made by the Society in respect of any payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever. 23.3 ANY such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value). 23.4 THE provision and effect of this clause shall not be removed from this constitution and shall be implied into any document replacing this constitution.
24.1 THE activities of the Society will be limited to Aotearoa/New Zealand. 25.1 THE Executive Committee may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person. The committee or person may without confirmation by the Executive Committee exercise or perform the delegated powers or duties in the same way and with the same effect as the Executive Committee. 25.2 ANY committee or person to whom the has delegated powers or duties will be bound by the charitable terms of the Society and any terms or conditions of the delegation set by the Executive Committee. 25.3 THE Society will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Executive Committee. 25.4 IT will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a member of the Society. BRANCHES REGIONS and localities having Regional Representatives Central Branch Northern Branch Keywords |