CONSTITUTION OF THE
MANGAWHAI CLUB INCORPORATED
Society number 1269913
1. NAME
The name of the Club shall be MANGAWHAI CLUB (INCORPORATED)
Hereinafter referred to as ‘The Club’.
2. REGISTERED OFFICE
The Registered Office of the Club shall be at Molesworth Drive, Mangawhai Heads or
such other place as the Committee shall from time to time appoint.
3. OBJECTIVES
The objectives for which the Club is established are to:
1. enter into a lease and/or sublease with Mangawhai Bowls Inc;
(i) operate, conduct, administer and maintain a chartered club for its members and for such persons as are authorised from time to time in accordance with the terms of any charter granted to the Club provided always that the use of the leased premises shall not significantly affect the activities of the bowling clubs affiliated to the Club;
(ii) maintain the property leased or subleased from Mangawhai Bowls Inc together with the interior and exterior of all buildings on such property together with all lawn bowling greens to the satisfaction of Mangawhai Bowls Inc.
(iii) provide amenities, cultural activities and promote sports for members of the Club and the Kaipara District;
(iv) provide an atmosphere where members of the Club can meet and enjoy companionship with one another.
(v) provide Club facilities for social, sporting, cultural and community activities in the Kaipara District such to include the hiring of Club facilities to members of the public as may be approved by the Committee from time to time.
(vi) where appropriate, and funds permit, make Authorised Purpose grants to community groups responsible for administering, promoting and supporting social, sporting, cultural, charitable and community activities in the Kaipara District
4. MEMBERSHIP
Membership of the Club shall consist of members and Life Members and Incorporated Members and shall comprise:-
Males and Females of the purchase age
All members of Mangawhai Bowls Inc. who are 18 years and older
Who are financial and paid up members of the Clubs shall be granted full membership of ‘The Club’.
5. ADMISSION OF MEMBERS
Each candidate for membership shall be nominated in writing by two financial members of the Club on the form provided for the purpose. The nomination form shall include forenames, surname, date of birth, residential address and occupation of the candidate and an undertaking that they will abide by the Rules of The Club. The candidate shall deposit, at the time of nomination, such sum as may be directed by the committee. The names of candidates shall be posted on the Club’s notice board for fourteen (14) clear days prior to election.
Election for membership of such nominees shall be conducted by ballot at the next ensuing committee meeting after the expiry of such 14 days notice PROVIDED HOWEVER that the committee shall consider any formal written objection received prior to such ballot.
6. TEMPORARY MEMBERSHIP: Males and females not less than the Purchase Age may apply to become Temporary Members of the Club in accordance with the following rules;
i) Each applicant for temporary membership shall complete the applicable application form.
ii) Each applicant shall deposit, at the time of application, a fee of such sum as determined by the Committee from time to time
iii) Temporary Members shall automatically lose their Temporary Membership status;
i. Upon admission as an ordinary member, in accordance with Rule 5 whichever is earlier.
iv) Temporary members must carry evidence of membership as issued and produce the same on request to any person authorised by the Committee or Management to make such request.
v) Temporary Member’s rights are restricted to the following;
i. No voting rights at any General Meeting.
ii. No right to hold office or be a member of the Committee.
iii. No reciprocal visiting rights.
iv. No right to participate in member promotions
v. Ineligible for the membership draws
vi. No right to sign Guests in
vii. May be subject to other restrictions as determined from time to time by the Committee
vi) Subject to the foregoing, Temporary Members may access and enjoy the facilities of the Club during times that the Club is open.
vii) The Committee reserve the right to revoke temporary membership at any time if the temporary member is found to have provided false information or is deemed to have breached the Club’s Rules
7. TERMINATION OF MEMBERSHIP
By Resignation: Members may resign their membership by letter addressed to the Secretary of the Club to that effect and by paying all subscriptions owing at the date of such resignation.
By Expulsion: Members who misconduct themselves or commit offences under these Rules render themselves liable to expulsion on the majority decision of the Committee. Members shall have the right to appear at and be heard at any meeting considering a complaint against them.
Appeal: Any member expelled shall have the right to appeal under rule 29.
8. SUBSCRIPTIONS
All subscriptions shall be paid yearly in advance. The annual subscription shall be determined by members at the Annual General Meeting or at a Special General Meeting called for that purpose.
The subscription year of the Club shall commence on the 1st day of October in each year and subscriptions shall be payable on that date.
9. LIFE MEMBERS
The Club in Annual General Meeting, upon recommendation by the Committee, may grant Life Membership to any member for meritorious service rendered to or on behalf of The Club.
10. EXECUTIVE
The executive committee of the Club shall comprise the following:
President
Vice-President
Secretary
Six (6) other Committee Members
11. APPOINTMENT OF EXECUTIVE MEMBERS
(i) The appointment of the Committee of the Club shall be made by secret ballot during an Annual General Meeting.
(ii) Employees of the Club shall not be eligible for nomination to the Committee.
(iii) All nominees must be Financial Members
(iv) To be eligible for the Position of President or Vice President one of the applicants must have served at least 12 months on the Committee within the last 2 years, and both applicants must have been a Financial Member of the Club for at least 2 years.
(v) The term of the appointment of the President and Vice-President shall be for two (2) years.
(vi) The term of appointment for the positions of Secretary shall be for one (1) year only. The Secretary shall have no voting rights.
(vii) Of the six Committee Members, the term will be for two years excepting that three members must retire at the end of each term. In the event that three members have not fulfilled their two-year term, then a ballot will be taken to an Executive Meeting to decide which Committee Members will retire at the end of the current term. This is to ensure continuity of experience of the Executive and that the opportunity is given for the new members to join the Executive.
(viii) All members of the Committee whose terms have expired shall be eligible for re-election provided always that the President and Vice-President can serve no more than two (2) terms in such position and that Committee Members can serve for no more than six (6) consecutive years.
(ix) Any member of the Committee shall be deemed to have vacated their office as Committee Member (President and Vice President) if they
(x) are absent from three (3) consecutive meetings of the Committee without leave of the Committee
(xi) by notice in writing to the Committee resign their office;
(xii) by notice in writing from the Committee are called upon to resign for any reason which the Committee deems expedient and they do not resign voluntarily
(xiii) Any vacancy in the Committee shall be filled by appointment by the remainder of the Executive Committee until the next Annual General Meeting.
12. ELECTION: The Committee shall be elected in the following manner:
The Committee shall call for nominations for vacant positions at least 21 days prior to the relevant Annual General Meeting
Nominations for Committee Members must be;
(i) in writing on the applicable nomination form;
(ii) Proposed, by a Financial Member, and seconded by another Financial Member;
(iii) Deposited with the Secretary at least twenty-one (21) days before the date set down for the relevant Annual General Meeting
(iv) The Secretary will at least fourteen (14) days prior to the date of the relevant Annual General Meeting, display (within the Club premises and on electronic media formats) a list setting out the name of each nominee and the position in respect of which each nomination is made.
(v) Email and postal voting be will be accepted by Members who cannot be present for the Annual General Meeting, for the election of the President and Vice President and Committee provided the same are received at least (7) days prior to the Annual General Meeting and comply with any other requirements prescribed by Regulations from time to time.
13. PRESIDENT AND VICE-PRESIDENT
The President shall preside as Chairperson at all meetings of the Club. In his/her absence the Vice-President shall preside as Chairperson and failing both the meeting shall elect a Chairperson. The Chairperson of any meeting shall have a deliberate and casting vote.
(i) The President and Vice-President shall be ex-officio members of all sub-committees of the Club. The President and Vice-President shall have the right of entry upon the Club premises or buildings at all times.
(ii) The President and Vice-President shall have the power to peremptorily suspend from the privileges of the Club any member who shall, after having been duly warned, persists in the creating of a disturbance at any meeting or entertainment.
14. AUDITOR
An Auditor who shall be a chartered accountant and a member of Chartered Accountants Australia New Zealand shall be appointed by members annually. They shall not hold any other office in the Club. They shall have the right to attend any meeting of the Club at which the Club’s financial affairs are under discussion. The audit fees shall be determined by the Committee.
15. MANAGER
The Club may appoint a Manager who shall be responsible for the day to day maintenance, cleanliness and service of the Club:- The engagement and dismissal of such employees as may be essential to provide an adequate and efficient maintenance of assets and control of the Club and such other duties as are conductive to their office. The salary and remuneration shall be determined by the Committee.
16. SECRETARY
The Club shall appoint a Secretary whose duties shall be to attend to the clerical duties of the Club; to take minutes of Committee and General Meetings and generally to conform to such regulations as shall from time to time be made by the Committee. Nothing in this rule shall preclude the engaging of outside professional services in the performance of any of the above duties or from combining the office of Secretary with that of Manager.
17. ANNUAL GENERAL MEETING
The Annual General Meeting of The Club shall be held not later than 30 July in each year at such time and place as shall be fixed by the Committee. At least fourteen (14) days’ notice of each Annual General Meeting stating the nature of the business to be brought before the meeting shall be given by notice posted on the Club notice board and a copy of such notice shall be given by email or by post to each member fourteen (14) clear days prior to the date of the meeting, or by public notice in the local newspapers fourteen (14) clear days prior to the date of the meeting.
18. EXTRAORDINARY GENERAL MEETING
The Committee may whenever it thinks or shall upon a requisition signed by not less than a quarter of the current financial membership convene an Extraordinary General Meeting. Any such requisition shall specify the objectives of the meetings requisitioned and shall be signed by the members making same and shall be deposited with the Secretary. The meeting must be convened for the purpose specified in the requisition and if convened otherwise than by the Committee, for this purpose only. Fourteen (14) clear days’ notice specifying the place, the day and the hour of such Extraordinary General Meeting and the purpose for which it is held shall be given either by an advertisement in a public newspaper circulating in the district or by notice sent by post or email or personally served on each member electronically.
19. COMMITTEE MEETINGS
The Committee shall meet regularly and at least once each calendar month at a time and place to be determined by the Committee.
20. CONDUCT OF GENERAL MEETING
At the Annual General Meeting the first business shall be the discussion and adoption of the Annual Report and Balance Sheet. The adoption of the Report and Balance Sheet having been moved and seconded, any member without notice ask any question or move any resolution relative to the Report or Balance Sheet.
Any Member intending to move a resolution bearing upon the management of the Club during the past financial year or regarding any other matter must unless the resolution can be founded on the Report or Balance Sheet give notice of his or her motion by handing same to the Secretary twenty one (21) days before the meeting and such notice of motion shall be forwarded to each member with the notice of the meeting.
The general rules of debate shall be followed, each member speaking only once to each motion or amendment except the mover who may reply. The mover of any resolution or substantial amendment shall be allowed five (5) minutes in which to introduce his proposition and ten (10) minutes for a reply, or vice-versa, any other speaker will be allowed five (5) minutes. The Chairperson shall decide whether any amendment proposed is a substantial amendment or not. If further discussion of any subject is desired, any member may move that the meeting go into Committee on that subject and such motion shall be immediately put and decided by a show of hands. In Committee any member may move that the ordinary meeting shall be resumed, and such motion shall be immediately put and decided by a show of hands.
Any General Meeting may be adjourned to any time not exceeding fourteen (14) days thereafter. In the event of there being no quorum within half an hour after the time fixed for a General Meeting, the meeting shall stand adjourned for not more than fourteen (14) days, the new date to be fixed by the Committee who shall give at least three (3) days’ notice of the meeting by advertisement and notice on the notice board. In the event of there being no quorum the meeting shall lapse.
21. VOTING
At any General Meeting and Extraordinary General Meeting of members every member shall be entitled to be present and, to give one vote and no more upon every question, provided however that in the case of equality votes the Chairperson of the meeting shall have a second or casting vote. Voting shall be on the voices in the first instance, provided however that the Chairperson on his own volition may and on the application of three members call for a show of hands. On a motion passed by a majority of those present the vote shall be taken by secret ballot.
22. QUORUM
The quorum for:
A Meeting of the Committee shall be not less than five (5) of its members.
A General Meeting of the Club shall be not less than fifty (50) of its members.
23. ACCOUNTS
The Committee shall cause to be kept true accounts:
Of all sums of money received and expended by the Club and the matters in respect of such receipt and expenditure takes place.
Of all assets, credits and liabilities of the Club including any charges and securities of any description affecting any property of the Club.
The financial year of the Club shall begin on the 1st day of April in each year and shall expire in the 31st day of March in each year.
The books of account shall be kept at the office of the Club or other such place as the Committee may determine and shall be open to the inspection by active members at reasonable times. All moneys received shall be forthwith paid into a Bank approved by the Committee after being entered in the books of the Club as having been received.
All payments shall be reported to the Committee for confirmation at the meeting next following pay-out, and payment of all moneys on behalf of the Club shall be made by cheques signed by two authorised signatories.
At every Annual General Meeting of the Club the Committee shall present a statement of the income and expenditure and a balance sheet containing a summary of the assets and liabilities of the Club made up to the yearly date. Every such statement shall be accompanied by a report from the Committee as to the state of the Club.
The Club shall make returns required by Section 23 of the Incorporated Societies Act 1908 or by such other statutory provision for the time being in force and shall comply with all the requirements of such Statue and other Regulations thereunder.
24. NON PROFIT BODY STATUS
(i) Notwithstanding anything expressed or implied in this constitution, the activities of the Club shall not be carried on for personal pecuniary profit or benefit of any member or individual
(ii) No member or person associated with a member of the Club shall derive any income, benefit or advantage from the Club where they can materially influence the payment of the income, benefit or advantage. Except where that income, benefit or advantage is derived from:
(iii) Professional services to the Club rendered in the course of business and charged at no greater rate than current Market Rates, or
(iv) Interest on money lent at no greater than Market Rates, AND all members who may be interested or concerned directly or indirectly shall disclose the nature and extent of their interest to the Committee.
25. SEAL
The Club shall have a Common Seal which shall be kept in the custody and control of the Secretary for the time being or the Club’s Solicitor and the documents to be executed by the Club of whatsoever nature shall be available to every member of the Club abs shall be executed with the following attestation clause pursuant to a resolution of the Committee.
“The Common Seal of the Mangawhai Club Inc. was hereunto affixed by the Secretary in the presence of two members of the Committee”.
26. GENERAL POWERS
(i) The Club shall have power:-
(ii) To take on lease, hire or otherwise acquire any real or personal property or rights or privileges which the Club may think necessary or convenient for the purpose of furthering the objectives of the Club;
(iii) To invest any moneys not required for immediate use in such Government or Local Body securities or on bank deposit as may be deemed advisable with power from time to time to vary investments for others of a like nature, and to lease or hire or enjoy the benefits of any property presently occupied whether real or personal of any kind or nature whatsoever which may be conveniently used in connection with the objectives of the Club;
To make Regulations and By-Laws for the conduct of the Club and the discipline required of Members;
To do all such things as in the opinion of the Club may be incidental to the attainment of any of the foregoing objectives or the exercise of any of the foregoing powers.
27. BORROWING MONEY
The Club shall have the power to borrow or raise or give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Club by Mortgage or charge upon all or any part of the property of the Club or without security and upon terms as to priority or otherwise , limited to the sum of $ 100,000.00 (one hundred thousand dollars) per specific project. Any further funding required to complete a specific project would need the approval of majority of Members at an Annual General Meeting or extraordinary General Meeting
.28. CLUB HOURS
Shall be at the discretion of the Committee
29. VISITORS
Any member may invite any person as a visitor to The Club. All visitors must be signed in electronically at the bar by the member accompanying them. The member shall be responsible for the conduct of The Visitor. No such visitors shall be sold or supplied liquor on the Club premises unless the Visitor is present on the invitation of a member and is in the company of member and the liquor is supplied for the consumption on the premises.
No person, be they a member of an affiliated club or otherwise shall become a regular or frequent visitor. The member is only allowed to sign the guest in up to 4 times after such time the guest must become a financial member of the Club.
Members of affiliated Clubs may be sold or supplied liquor on the Club premises provided they have on admission to the premises produced sufficient evidence to an officer of the Club or its staff that they are members of an affiliated Club. Affiliated visitors shall sign in electronically at the Bar.
30. OFFENCES
Members who have been convicted of any criminal offences after election to the Club shall immediately be liable for suspension from the Club but can be re-elected after a period of twelve (12) months from the date of their expulsion, provided that a three-fifths majority of the General Committee then in office vote in favour of such re-election.
Any member against whom a prohibition order is made shall ipso facto cease to be a member and cannot be re-elected until after a lapse of two (2) years from the date of expiry or cancellation of the order.
The Committee may by resolution suspend or expel any member who shall have been convicted of any criminal offence for which the offender is liable for a fine.
When it shall come to the knowledge of the Secretary that a member has been convicted of an offence or that a prohibition order has been made against a member it shall be the duty of such official to report that fact to the Committee at or before their next meeting.
31. BOARD OF APPEAL
(i) There shall be a Board of Appeal consisting of five members, who shall be approved annually at the Annual General Meeting and whose duty it shall be to hear and decide any appeal lodged by a member or members against any decision of the Committee entailing suspension or expulsion.
(ii) Any member being suspended or expelled and desiring to appeal must give notice in writing to the Secretary within seven (7) days of the date of such suspension or expulsion stating grounds for appealing.
(iii) The Secretary shall within forty eight (48) hours summon the members of the Board of Appeal who shall re-hear the case but shall not admit fresh evidence, except where an application has been made to the committee for a re-hearing and has been refused. The decision of the Board of Appeal shall be final. Officers and members of the Committee shall not be eligible for membership of the Board of Appeal.
32. CLAIMS TO CLUB PROPERTY
No expelled or retiring or forfeiting member shall have any claim upon the Committee or the Club either collectively or individually or to any property of the Club.
33. DISPUTES
Every dispute between a member or persons claiming through a member under these rules and the Club or an officer of the Club shall be decided by the Committee and the decision shall be binding and conclusive on all parties without appeal.
34. BY-LAWS
The members in General Meeting shall have power to make Regulations and By-Laws dealing with all matters within the jurisdiction of the Club and not provided for in these rules.
Such Regulations and By-Laws shall not be inconsistent or repugnant to the provisions of the Incorporated Societies Act 1908 and its amendments or of these Rules.
35. INTERPRETATTION
i. In the interpretation of these Rules, the decision of the Committee shall be final and binding.
ii. No addition to alteration or rescission of the Rules shall be approved if it affects the pecuniary profit clause or the winding up clause.
iii. References to any statute or statutory provision include any statute or statutory provision which amends or replaces it and any subordinate legislation made under it,
iv. Unless the context requires otherwise:
Authorised Purpose has the meaning given to that term in the Gambling Act 2003:
Committee means the executive committee of the Club appointed in accordance with these Rules from time to time:
Financial Members means members of the Club who are paying the annual membership subscription and are paid up to date:
Purchase Age has the meaning given to that term in the Sale and Supply of Alcohol Act 2012:
36. REVISION OF RULES
These Rules may be revised or amended by a resolution passed by a two-thirds majority of the members for the time being entitled to be present and to vote at any General Meeting of which notice specifying the intention to propose then resolution has been duly given accordingly to the Rules
37. DISSOLUTION
If the Club is dissolved, all the assets of the Club are to be transferred to Mangawhai Bowls Inc.
38. GENERAL
All matters provided for in these Rules shall, at all times, be dealt with in accordance with the following “guiding principles”.
That it be accepted that the Club is established primarily for the benefit and convenience of its members.
That the admission of non-members should at all times be subordinated to the comfort, well-being and satisfaction of the Club’s members.
That the admission of visitors should always be regarded as a privilege of the members, granted to enable them to dispense periodic hospitality to their casual guests and not as a means of augmenting the revenue of the Club.
That at all times the provision of the Club’s charter as laid down by the Liquor Licensing Authority is to be maintained and upheld.
39. PROTECTION OF INTERESTS OF MANGAWHAI BOWLS INC
Notwithstanding any other provision of this constitution the Club has a primary obligation to protect the existing bowling facilities at the Club and to that end it shall maintain the existing bowling greens within the property leased by the Club from Mangawhai Bowls Inc;
1. neither build nor permit any building or other interference which may in any way restrict the use of the existing bowling greens other than with the consent of Mangawhai Bowls Inc;
2. maintain at its cost the existing bowling greens and when necessary employ a greenkeeper;
3. meet the cost of providing replacement equipment and machinery in the event that Mangawhai Bowls Inc, providing it has used its best endeavours to obtain funding, is unable to secure the required funding;
4. permit reasonable access to, and the use of, the Club’s offices, equipment, chattels, kitchen and other facilities;
5. provide access to facilities located within the Club’s buildings for affiliated bowling clubs functions;
6. provide an area within the Club’s premises for the display of trophies, memorabilia and honours boards associated with its affiliated bowling clubs.
7. Either Mangawhai Bowl Inc selects a (willing) Committee Member to represent them or they appoint a representative to attend meetings of the Committee of the Club with speaking but not voting rights
39.2 No provision within this clause 39 of the Club’s constitution can be varied, amended or deleted without the consent of the Mangawhai Bowls Inc.
BY-LAWS
1. Under Rule 34 the Committee make By-Laws (not inconsistent with the Incorporated Societies Act 1908 and not inconsistent with the Sale and Supply of Alcohol Act 2012 for the regulation and Management of the Club or any parts of its business.
2. The following By-Laws may be adopted at the time of formation of the Club but do not form part of the Rules and may be added to, changed or deleted by the members of the Club without reference to the Register of Incorporated Societies.
a. No member shall give any gratuity to any employee of the Club.
b. (i) Any member removing a book, newspaper or other article or articles which are the property of the Club from the premises without the consent of the Committee or wilfully breaking, tearing or injuring any property of the Club and refusing to replace and make good the same shall render himself liable to suspension or expulsion.
(ii) Memorabilia shall not be removed from the Club.
c. Any member convicted of bookmaking or an indictable offence or committing an offence within or without the Club likely to prejudice the Club’s Charter shall ipso factor cease to be a member of the Club.
d. Drunkenness, swearing, obscene language and other disorderly conduct shall not be permitted in the Club premises and members persisting in offending may, after being cautioned by any officer of the Club or a Committee member render themselves liable to suspension or expulsion.
(1) Suspension by a Committee member or an officer of the Club shall mean total exclusion from the Club’s premises from the time of committal of the offence until such time as the matter had been dealt with by the Committee which may either cancel the suspension or confirm it for a determined period of time. The member shall in all cases be given the right to appear before the Committee.
(2) If in the opinion of the Committee a fine would be a more appropriate measure of discipline the Committee may levy such as an alternative. In no case however, shall the Committee have the authority to levy a fine in excess of twenty five dollars for each offence.
(3) Any disciplinary action taken will be entered in the minutes of the Committee meeting together with the name of the member complained of.
e. No raffle shall be allowed on the Club’s premises or goods exhibited for that purpose except with the authority of the Committee.
f. No petition, except for the purpose of convening an Extraordinary General Meeting as provided for in Rule 15 (b) shall be allowed to circulate or signatures sought on the premises of the Club.
g. No business cards or notices shall be posted or hung on the premises without the sanction of the Committee, nor shall any member give the address of the Club in an advertisement or conduct any business in the Club or use the Club address for business purposes.
h. Members of the Committee shall at all times render every assistance to the officer and staff of the Club to maintain order and to prevent any infringement of the Rules, Regulations or By-Laws or the terms of any Charter which may from time to time be granted.
i. Dress Code. All members and their guest/s shall at all times observe a reasonable standard of dress to the satisfaction of the Committee. Members may, after being cautioned by an officer or member of the Committee, be suspended by the Committee on such terms as the Committee thinks fit. In particular, bare feet.
j. The Rules, Regulations and By-Laws shall apply equally to each and every member of the Club.