Rules of Incorporation

Rules of Birkenhead Residents Association Incorporated

Pursuant to the incorporated Societies Act 1908

Adopted at AGM 29th June 2021

1.0 Name

1.1 The name of the society is Birkenhead Residents Association Incorporated (“the Society”).

3.0 Purposes of Society

3.1 The purposes of the Society are to:

  • To promote and protect the interests of the citizens of Birkenhead and to provide the means whereby their views can be ascertained and presented to the appropriate authorities and implemented.
  • To conserve and improve the environment of Birkenhead and to ensure that any development takes into account the principles of ecology.
  • To encourage active participation of Birkenhead citizens in the affairs of their community
  • To ensure that resource management including traffic control within the ward of Birkenhead respects the rights and reflects the interests of its citizens.
  • To assist the Kaipatiki Local Board and Auckland Council in their work and activities to enhance the best interests of the citizens of Birkenhead, or any grouping of such citizens, and to avoid adverse effects of any proposals for works within Birkenhead.
  • To acquire by way of purchase, gift or lease any real or personal property or buildings for the purpose of the society.
  • To make representations, lodge any appeals, make any submissions on applications to the Kaipatiki Local Board and Auckland Council under the Resource Management Act, other Acts, by laws or ordinances.
  • To carry out, conduct and manage works, entertainments, money raising schemes, charitable projects, polls, referenda, clubs, (whether speaking, sporting, speaking, debating recreational or otherwise) and competitions of all types, in the interests of and for the benefit of the Society and the citizens of Birkenhead.
  • To affiliate, combine or amalgamate with or take over the affairs of any other society, body or organisation having charitable objectives similar or ancillary to the objectives of the Society.
  • To take such actions as a private person living in the vicinity of Birkenhead could take in order to further the above objectives.
  • Each of the above is separate and independent and none is subservient to the other.
  • The Society does not have as an objective, the pecuniary gain of any member.
  • Do anything necessary or helpful to the above purposes.

MANAGEMENT OF THE SOCIETY

4.0 Managing Committee

4.1 The Society shall have a managing committee (“the Committee”), comprising the following persons:

  • The Chair;
  • The Secretary;
  • The Treasurer; and
  • Such other Members as the Society shall decide.

4.2 Only Members of the Society may be Committee Members.

4.3 There shall be a minimum of five Committee Members.

4.4 The Committee shall elect the Chairperson of the Society from amongst the members of the Committee at a meeting within one month of the annual general meeting electing the members of the committee.

5.0 Appointment of Committee Members

5.1 At a Society Meeting or a subsequent Committee Meeting, the attendees may decide by majority vote:

  • Who shall be the Chair, Secretary, and Treasurer;
  • Whether any Committee Member may hold more than one position as an officer;
  • How long each person will be a Committee Member (”the Term”).

6.0 Cessation of Committee Membership

6.1 Persons cease to be Committee Members when:

  • They resign by giving written notice to the Committee.
  • They are removed by majority vote at a Meeting.

6.2 If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.

6.3 Any vacancy in the Committee may be filled by appointment made by the Committee but it shall not be compulsory to fill such vacancies until the next General Meeting

7.0 Nomination of Committee Members

7.1 Nominations for members of the Committee shall be called before and during an Annual General Meeting. Each candidate shall be proposed and seconded at the Annual General Meeting, and noted in the minutes thereof. All retiring members of the Committee shall be eligible for re-election.

7.2 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.

7.3 If any Committee Member is absent from three consecutive meetings without leave of absence the Chair may declare that person’s position to be vacant.

7.4 The Committee may choose to co-opt new members at any time, noting that they will not have committee voting rights until appointed at a subsequent Annual General Meeting or Special General Meeting.

8.0 Role of the Committee

8.1 Subject to the rules of the Society (“The Rules”), the role of the Committee is to:

  • Administer, manage, and control the Society;
  • Carry out the purposes of the Society, and Use Money or Other Assets to do that;
  • Manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
  • Set accounting policies;
  • Delegate responsibility and co-opt members where necessary;
  • Ensure that all Members follow the Rules;
  • Decide how a person becomes a Member, and how a person stops being a Member;
  • Decide the times and dates for Meetings, and set the agenda for Meetings;
  • Decide the procedures for dealing with complaints;
  • Set Membership fees, including subscriptions and levies;
  • Make regulations.

8.2 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.

8.3 All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the Chair shall have a casting vote, that is, a second vote.

8.4 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.

9.0 Roles of Committee Members

9.1 The Chair is responsible for:

  • Ensuring that the Rules are followed;
  • Convening Meetings and establishing whether or not a quorum is present;
  • Chairing Meetings, deciding who may speak and when;
  • Overseeing the operation of the Society;
  • Providing a report on the operations of the Society at each Annual General Meeting.

9.2 The Secretary is responsible for:

  • Recording the minutes of Meetings;
  • Keeping the Register of Members;
  • Holding the Society’s records, documents, and books except those required for the Treasurer’s function;
  • Receiving and replying to correspondence as required by the Committee;
  • Forwarding the annual financial statements for the Society to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting;
  • Advising the Registrar of Incorporated Societies of any rule changes.

9.3 The Treasurer is responsible for:

  • Keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained;
  • Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies’ accounting policies (see 8.1.d);
  • Providing financial information to the Committee as the Committee determines.

10.0 Committee Meetings

10.1 Committee meetings may be held in person, via video or telephone conference, or other formats as the Committee may decide;

10.2 No Committee Meeting may be held unless more than 3 of the Committee Members attend; and no binding decisions shall be made at a Committee Meeting unless 50% or more of the Committee is present (in person or via proxy);

10.3 The Chair/President shall chair Committee Meetings, or if the Chair/President is absent, the Committee shall elect a Committee Member to chair that meeting;

10.4 Decisions of the Committee shall be by majority vote;

10.5 The Chair/President or person acting as Chair/President has a casting vote, that is, a second vote;

10.6 Only Committee Members present at a Committee Meeting may vote at that Committee Meeting, unless they have registered a proxy;

10.7 Subject to these Rules, the Committee may regulate its own practices;

10.8 The Chair or his nominee shall adjourn the meeting if necessary;

10.9 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

SOCIETY MEMBERSHIP

11.0 Types of Members

11.1 Membership may comprise different classes of membership as decided by the Society.

11.2 Members have the rights and responsibilities set out in these Rules.

12.0 Admission of Members

12.1 To become a Member, a person (“the Applicant”) must:

  • Membership is open to any person residing permanently or casually in Birkenhead or owning property in Birkenhead or has close association with the Birkenhead community and who agrees with its principles
  • Complete an application form and
  • Supply the contact information the Committee requires.
  • Pay an annual subscription
  • A majority resolution of 80% or more of the committee members by resolution may determine if the application is to be declined.

12.3 The Committee shall have complete discretion when it decides whether or not to allow the Applicant to become a Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.

13.0 The Register of Members

13.1 The Secretary or other nominated committee member shall keep a register of Members (“the Register”), which shall contain the names, the postal and/or email addresses and/or telephone numbers of all Members, and the dates at which they became Members.

13.2 If a Member’s contact details change, that Member shall give any changed contact details (eg postal or email address or telephone number) to the Secretary.

14.0 Cessation of Membership

14.1 Any Member may resign by giving written notice to the Secretary.

14.2 Membership is terminated in the following way:

If, for any reason whatsoever, the Committee is of the view that a 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 Member (“the Committee’s Notice”). The Committee’s Notice must:

  • Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society.
  • State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member’s Membership.
  • State that if, within 14 days of the Member receiving the Committee’s Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member’s Membership.
  • State that if the Committee terminates the Member’s Membership, the Member may appeal to the Society.
  • Fourteen days after the Member receives the Committee’s Notice, the Committee may in its absolute discretion by majority vote terminate the Member’s Membership by giving the Member written notice (“Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Society at the next Meeting by giving written notice to the Secretary (“Member’s Notice”) within 14 days of the Member’s receipt of the Termination Notice.
  • If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at a Society Meeting held within the following 28 days. If the Member chooses, the Member may provide the Secretary with a written explanation of the events as the Member sees them (“the Member’s Explanation”), and the Member may require the Secretary to give the Member’s Explanation to every other Member within 7 days of the Secretary receiving the Member’s Explanation. If the Member is not satisfied that the other Society Members have had sufficient time to consider the Member’s Explanation, the Member may defer his or her right to be heard until the following Society Meeting.
  • When the Member is heard at a Society Meeting, the Society may question the Member and the Committee Members.
  • The Society shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Society’s decision will be final.

15.0 Obligations of Members

15.1 All Members (and Committee Members) shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.

MONEY AND OTHER ASSETS OF THE SOCIETY

16.0 Use of Money and Other Assets

16.1 The Society may only Use Money and Other Assets if:

  • It is for a purpose of the Society;
  • It is not for the sole personal or individual benefit of any Member; and
  • That Use has been approved by either the Committee or by majority vote of the Society.

17.0 Joining Fees, Subscriptions and Levies

17.1 If any Member does not pay a Subscription by the date set by the Committee or the Society, the Secretary will issue an email or written reminder. After that date, the Member shall (without being released from the obligation of payment of any sums due to the Society) have no Membership rights and shall not be entitled to participate in any Society activity.

18.0 Additional Powers

18.1 The Society may:

  • Employ people for the purposes of the Society;
  • Exercise any power a trustee might exercise;
  • Invest in any investment that a trustee might invest in;
  • Borrow money and provide security for that if authorised by Majority vote at any Society Meeting.

19.0 Financial Year

19.1 The financial year of the Society begins on 1st April of every year and ends on 31st March of the next year.

20.0 Assurance on the Financial Statements

20.1 The treasurer shall provide the committee with regular updates regarding the financial status of the Society

20.2 The treasurer shall provide a financial statement at the annual general meeting

20.3 There is no legal requirement for an external audit. An audit will be arranged should the committee or a majority of members vote require one

CONDUCT OF MEETINGS

21.0 Society Meetings

21.1 A Society Meeting is either an Annual General Meeting or a Special General Meeting.

21.2 The Annual General Meeting shall be held once every year no later than three months after the end of the financial year. The Committee shall determine when and where the Society shall meet within those dates.

21.3 Special General Meetings may be called:

  • By the Committee.
  • The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 10% of current Members.

21.4 The Secretary shall:

  • Give all Members at least 14 days Written Notice of the business to be conducted at any Society Meeting.
  • Additionally, the Secretary will provide, as appropriate:
    • A copy of the Chair’s Report on the Society’s operations and of the Annual Financial Statements as approved by the Committee;
    • A list of Nominees for the Committee, and information about those Nominees if it has been provided;
    • Notice of any motions and the Committee’s recommendations about those motions;
    • 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.

21.5 All Members may attend and vote at Society Meetings.

21.6 Members may not vote if their subscriptions are in arrears

21.7 Members may vote by proxy with an instrument of proxy provided to the Chairperson not less than 48 hours before the meeting.

21.8 No Society Meeting may be held unless at least 8 eligible Members attend. (This will constitute a quorum.) If, within 30 minutes a quorum for holding a general meeting is not present, the chairman shall dissolve the meeting.

21.9 All Society Meetings shall be Chaired by the Chair/President. If the Chair/President is absent, the Society shall elect another Committee Member to Chair that meeting. Any person Chairing a Society Meeting has a casting vote.

21.10 On any given motion at a Society Meeting, the Chair/President shall in good faith determine whether to vote by:

  • Voices;
  • Show of hands; or
  • Secret ballot.

However, if any Member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot. If a secret ballot is held, the Chair/President will have a casting, that is, a second vote.

21.11 The business of an Annual General Meeting shall be:

  • Receiving any minutes of the previous Society’s Meeting(s);
  • The Chair/President’s report on the business of the Society;
  • The Treasurer’s report on the finances of the Society, and the Annual Financial Statements;
  • Election of Committee Members;
  • Motions to be considered;
  • General business.

21.12 The Chair/President or his/her nominee shall adjourn the meeting if necessary.

21.13 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

22.0 Motions at Society Meetings

22.1 Any 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 14 days before that meeting. The Member may also provide information in support of the motion (“Member’s Information”). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion.

However, if the Member’s Motion is signed by at least 20 % of eligible Members:

It must be voted on at the Society Meeting chosen by the Member; and

  • The Secretary must give the Member’s Information to all Members at least 7 days before the Society Meeting chosen by the Member; or
  • If the Secretary fails to do this, the Member has the right to raise the motion at the following Society Meeting.

22.2 The Committee may also decide to put forward motions for the Society to vote on (“Committee Motions”) which shall be suitably notified.

Common seal

The Committee may choose to obtain a common seal should they require it.

ALTERING THE RULES

24.0 Altering the Rules

24.1 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.

24.2 At least 14 days before the General Meeting at which any Rule change is to be considered the Secretary shall give to all Members written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.

24.3 When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.

BYLAWS

25.0 Bylaws to govern the Society

25.1 The Committee may from time-to-time make, alter or rescind bylaws for the general management of the society, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws shall be binding on members of the Society. A copy of the bylaws for the time being, shall be available for inspection by any member on request to the Secretary.

WINDING UP

26.0 Winding up

26.1 If the Society is wound up:

  • The Society’s debts, costs and liabilities shall be paid;
  • Surplus Money and Other Assets of the Society may be disposed of:
    • By resolution; or
    • According to the provisions in the Incorporated Societies Act 1908; but
  • No distribution may be made to any Member;
  • The surplus Money and Other Assets shall be distributed in accordance with section 27 of the Incorporated Societies Act 1908

INDEMNITY

The members of the Committee and other officers shall be indemnified by the Society for all losses and expenses incurred by them in or about the discharge of their respective duties except as a result of their own respective wilful default.

No member of the Committee or other officer shall be liable for the acts or defaults of other Committee members or officers or expense happening to the society unless the same happens from their own individual wilful default.

DEFINITIONS

27.0 Definitions and Miscellaneous matters

27.1 In these Rules:

  • “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.
  • “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
  • “Society Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
  • “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.
  • “Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
  • It is assumed that
    • Where a masculine is used, the feminine is included
    • Where the singular is used, plural forms of the noun are also inferred
  • Headings are a matter of reference and not a part of the rules

Matters not covered in these rules shall be decided upon by the Committee.

Confirmed as a true copy of the constitution of the Association adopted at a general meeting held on 29th June 2021 by Gillian Taylor (Chairman).

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