Rules of Incorporation

Rules of Birkenhead Residents Association Incorporated

Pursuant to the incorporated Societies Act 1908

  1. Name
  2. Registered Office
  3. Definitions and Interpretation
  4. Objects
  5. Membership
  6. Election of Members
  7. Termination of Membership
  8. Offences, Suspension, Expulsion
  9. Fees, Subscriptions and Levies
  10. Annual General Meetings
  11. Extraordinary General Meetings
  12. Procedure at General Meetings
  13. Committee
  14. Voting at General Meetings
  15. Voting at Commit te Meetings
  16. Secretary
  17. Bank Account
  18. Seal
  19. Funds of the Association
  20. Power to Borrow
  21. General Powers
  22. Auditor
  23. Regulations
  24. Alteration of the Rules
  25. Matters not Provided for
  26. Indemnity
  27. Notices
  28. Dissolution
  29. Winding up

The name of the Association is BIRKENHEAD RESIDENTS ASSOCIATION INCORPORATED (the “Association”).

2) Registered Office
2.1) The registered office of the Association shall be at such place as the committee may determine from time to time.

2.2) Notice of every change of situation of the registered office shall be duly sent to the Registrar in accordance with the Incorporated Societies Act 1908.

3) Definitions and Interpretation
In these rules, unless the context otherwise requires:

  • Chairperson means the chairperson of the Association elected in accordance with clause 13.4
  • Birkenhead means the area of land within the North Shore City District that Incorporates Birkenhead Point , Highbury and Chatswood.
  • Member means those persons signing the application for incorporation together with any person eligible to be a member in accordance with clause 5 who makes application in accordance with clause 6;
  • Committee means the committee of five (5) members elected in accordance with clause 13.2;
  • Rules means the rules of the association; and
  • Secretary has the meaning ascribed to that term in clause 13.5

4) Objects
4.1) The objects of the Association shall be;

  • (a) To promote and protect the interests and welfare of the citizens of Birkenhead and to provide the means whereby their views can be ascertained, presented to the appropriate authorities and implemented/
  • (b) To conserve and improve the environment of Birkenhead and to ensure that any development takes into account the principles of ecology.
  • (c) To encourage active participation of Birkenhead Citizens in the affairs of their community.
  • (d) To ensure that Resource Management including traffic control within the ward of Birkenhead respects the rights and reflects the interests of its citizens.
  • (e) To assist the Birkenhead Community Board, North Shore City Council or other Regional authority in its 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.
  • (f) To acquire by way of purchase, gift or lease any real or personal property or buildings for the purpose of the society.
  • (g) To make representations, lodge any applications, make any submissions on applications, to North Shore City Council, Auckland Regional Council, or any other body having jurisdiction over Birkenhead where they are under the Resource Management Act 1991 or any other Act, regulation, by-law or ordinance.
  • (h) To carry out, conduct and manage works, entertainments, money raising schemes, charitable projects, polls, referenda, clubs (whether sporting, speaking, debating, recreational or otherwise) and competitions of all types, in the interests and for the benefit of the society in representing the residents and ratepayers of Birkenhead.
  • (i) To affiliate, combine or amalgamate with or take over the affairs of any other Society, body or organisation having charitable objects similar or ancillary to the objects of this Society; and
  • (j) To take all such actions as a private person living in the vicinity of Birkenhead could take in order to further the above objectives.

4.2) Each of the above objects is separate and independent and none is subservient to any others.

4.3) The Association does not have as an object gain of any member.

5. Membership
Membership of the Association shall be open to any person residing permanently or casually or owning property in the area known as Birkenhead, or any other person who has a frequent and close association with the Birkenhead community, and who agrees with the principles and objects of the association.

6. Election of Members
6.1) Any eligible person desiring to become a Member shall make application, in writing, to the Chairperson who shall circulate a copy of the application to each member of the Committee.

6.2) Subject to 6.3 the application shall be accepted at the first meeting of the Committee following circulation of the application.

6.3) A majority of 80 percent or more of the members of the committee by resolution may determine that the application be declined.

7. Termination of Membership
Any member may resign from his or her membership by giving to the Association notice in writing to the effect and every such notice unless otherwise expressed shall take effect immediately. Such members shall not be released from any liability to the Association for any matters arising prior to the end of the date of resignation nor shall the Member be entitled to any refund of any subscription of levy paid or payable by him or her prior to his or her resignation.

8. Offences, Suspensions, Expulsion
8.1) If a simple majority of Members entitled to vote, or 80 percent, of the committee, consider that any Member has breached the Rules or, having regard to the objects of the Association, consider that any member is no longer suitable for membership of the Association, such Member shall be liable to be suspended, to be asked to resign or, in default, to have his or her membership cancelled by notice in writing shall be effective immediately.

8.2) Before any of the sanctions set out in clause 8.1 are imposed, such a Member shall have the right to be heard in his or her defence at any extraordinary general meeting but shall not be entitled to be represented by legal counsel without the approval of the majority of Members at the meeting.

8.3) If the expelled Member wishes to appeal against the expulsion he may request the Chairperson to have the matter referred to the arbitration by a single arbitrator who shall be a barrister appointed by the President of the District Law Association within which the expelled Member resides. The Arbitration Act 1996 shall apply and costs in the matter shall be awarded by the arbitrator.

9. Fees, Subscriptions and Levies
9.1) Every Member shall pay to the Association, by a date to be specified by the Committee, any fee, subscription or levy that may be from time to time determined and set by the committee. Only upon payment of this subscription shall the person be entitled to the rights and privileges of a member.

9.2) Notwithstanding clause 9.1, any Member whose fee, subscription or levy, or any other money due to the Association, remains unpaid for three months after the due date may be removed from membership by the committee but shall still be liable to pay arrears of such fees, subscriptions, levies or other moneys.

10. Annual General Meetings
10.1) The Association’s financial year shall be from 1 April to 31 March and the Association shall hold an annual general meeting of the Association as soon as can be conveniently arranged in the year following year, but in any case not more than three months after the end of the financial year.

10.2) The business of an annual general meeting shall be:

  • (a) To receive and consider the Committee’s report on the Association’s affairs during the preceding year together with the annual statement of accounts and other reports of the Association;
  • (b) To elect the Committee;
  • (c) To consider, discuss and deal with any business included in the notice convening the annual general meeting or other business required by the rules;
  • (d) To appoint an auditor for the ensuing year;
  • (e) To receive the reports of the Chairman and treasurer of the Association; and
  • (f) To receive the statement of receipts and expenditure and other relevant financial statements including an annual balance sheet.


11. Extraordinary General Meeting
11.1) Extraordinary general meetings of the Association may be called at any time:

  • (a) By the Chairperson; or
  • (b) By three or more members of the Committee; or
  • (c) Upon the written request of at least ten percent of the Members stating therein the business to be proposed at the meeting.


11.2) Should any extraordinary general meeting be called by a requisition of Members, the notice or requisition must specify fully the business to be put before the extraordinary general meeting and the notice shall be given no less then 21 clear days prior to the date of such extraordinary general meeting.

12. Procedure at General Meetings
12.1) Any reference in these Rules to “general meetings” includes annual general meetings and extraordinary general meetings of the Association.

12.2) General meetings shall be convened by giving no less than 14 clear days’ notice to all Members specifying the business to be conducted and no other business shall be brought before such general meetings provided that the notice requirements may be waived it it is agreed to do so by a majority of all Members having right to attend and vote at any such general meeting.

12.3) The non-receipt of a notice by any Member and their consequent absence shall not invalidate ant proceedings at any general meeting.

12.4) The Chairperson shall chair all General Meetings. In the absence of the Chairperson the Members present shall be entitled to elect a Chairperson for the meeting.

12.5) The quorum at any general meeting shall be at least eight (8) Members in number.

12.6) If within half an hour from the time appointed for a general meeting a quorum is not present the general meeting if convened upon the requisition of Members shall be dissolved. In any other case the general meeting shall stand adjourned to the same day in the next week at the same time and place and if the adjourned general meeting a quorum is not present within half an hour from the time appointed for the adjourned general meeting the Members present shall be a quorum.

12.7) The Chairperson may with the consent of any general meeting at which a quorum is present (and shall if so directed by the general meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned general meeting other than business left unfurnished at the general meeting from which the adjournment took place. When a general meeting is adjourned for 30 days or more, notice of the adjourned general meeting shall be given as in the case of an original general meeting. Except as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

12.8) Any Member desiring to move any motion at an annual general meeting shall notify the Chairperson before 31 March in each year and the Chairperson shall send a copy of the motion with the proposer’s name to each Member 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 annual general meeting.

13 Committee
13.1) The management of the affairs of the Association shall be in the hands of the Committee.

13.2) The Committee shall consist of five (5) persons or more elected to the Committee at the annual general meeting of the Association, pursuant to clause 10.2(b).

13.3) The first members of the Committee shall be those persons elected to the Committee at the first meeting of the Association.

13.4) The Committee shall elect the Chairperson of the Association from amongst the members of the Committee at a meeting to be convened within 31 Days of the annual general meeting electing the members of the Committee.

13.5) The Committee may appoint a person to perform the functions of a secretary/treasurer (the “Secretary”). The office can be filled by the appointment from the members of the committee to the position or alternatively persons from outside the Committee may be appointed to the position.

13.6) Any vacancy in the number of members of the Committee, caused by resignation or expulsion of a member may be filled by an appointment made by the Committee but it shall not be compulsory to fill such vacancy until the annual general meeting next succeeding such vacancy. Any person so appointed shall hold office only until the next following annual general meeting.

13.7) All Committee meetings shall be chaired by the Chairperson. In the event of the absence, sickness, incapacitation or death of the Chairperson the members of the Committee may elect a person to act in the place of the Chairperson and that person shall have all the powers of the Chairperson.

13.8) It shall be the duty of the Committee to conduct and manage the affairs of the Association, to keep the usual and proper books of account and other records and to notify all Members of intended general meetings and of the business to be transacted at general meetings and to prepare and submit to the annual general meeting a statement of the affairs of the Association as at 31 March in each year.

13.9) The Committee shall meet together for the despatch of its business as, when and where it thinks fit, but not less then once in each year.

13.10) The quorum for a meeting of the Committee shall be one greater than half of the number of members forming the Committee.

13.11) The Committee may appoint sub-committees for any particular matter concerning the activities of the Association, which shall act in all respects in such manner and subject to such directions as the Committee may from time to time prescribe.

13.12) At each annual general meeting thereafter, one half (or if the number of members of the Committee is not dividable by two then the number of members of the Committee shall be deemed, for the purpose of this clause, to be one less than their actual number) of the members of the Committee for the time being shall retire from the Committee and the following provisions shall apply:

  • (a) The members to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members on the same day those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
  • (b) A retiring member of the Committee shall be eligible for re-election.

14. Voting at General Meetings
14.1) Unless otherwise specified in this constitution, each Member shall be entitled to one vote and, unless otherwise specified in this constitution, every question shall be decided by a majority of votes.

14.2) In the case of an equality of votes the Chairperson of the meeting shall have a casting vote.

14.3) Members shall not be entitled to vote if their subscriptions are in arrears.

14.4) A Member may vote by proxy on any question submitted to the decision of a general meeting. The instrument appointing a proxy shall be deposited with the Chairperson not less than 48 hours before the time appointed for the meeting at which the proxy is to be used.

15. Voting at Committee Meetings
15.1) At all meetings of the Committee and any sub-committee appointed by the Committee, each member shall be entitled to one vote.

15.2) At all meetings of the Committee and of any sub-committee appointed by the Committee, every question shall be decided by a majority of votes, and in the case of an equality of votes the Chairperson of the meeting shall have a casting vote.

16. Secretary
If a Secretary is appointed in accordance with clause 13.5 the Secretary shall attend all general meetings of the Association. The Secretary shall record minutes of the proceedings and conduct the correspondence of the Association. The Secretary shall lodge with the Association’s bank all moneys received belonging to the Association. If no Secretary is appointed toe foregoing responsibilities will be that of the Chairperson.

17. Bank Account
All Cheques and withdrawal slips shall be signed on behalf of the Association by not less than two persons appointed by the Committee to undertake that function.

18. Seal
The Secretary shall provide and shall be responsible for the safe custody of a common seal which shall only be used by the authority of the Committee. The affixing of the seal to any instrument shall be witnessed by any two members of the Committee.

19. Funds of the Association
The funds of the Association shall be under the control of the Committee and any surplus funds may be invested in the name of the Association from time to time in any trustee investments under the Trustee Act 1956 and nay investment may be varied or transposed.

20. Power to Borrow
The Association shall have the power to receive money on deposit or load, to borrow money, to mortgage, charge or grant a lien over all or any of its undertakings and property both present and future or to issue any securities whether outright or as security for any debt, liability or obligation of the Association or of any third party and to give or receive guarantees or indemnities for the payment of moneys or the performances of obligations, all of which powers shall be exercised by the Committee in such manner as the Committee thinks fit.

21 General Powers
Subject to the provisions of the Incorporated Societies Act 19.8, the Association shall have the power of a natural person to do all acts and things necessary for the furtherance of its objects or any of them.

22. Auditor
No person shall be elected or hold office as auditor who is an officer of the Association or a Member.

23. Regulations
The Association may from time to time by resolution in general meeting make, amend or rescind regulations not inconsistent with these Rules governing procedure at its meetings and publication (if any) of reports and of the business of the Association in the press.

24. Alteration of Rules
The Rules may be altered, added to, rescinded or otherwise amended by resolution passed by a three-fourths majority vote of Members at a general meeting of which not less then 14 days’ notice shall have been given.

Every such notice shall set forth the purport of the proposed alteration, addition, rescission or other amendment.

25. Matters not provided for
In case any matter or subject shall at any time be found not to be provided for in the Rules or in case any doubt shall arise as to the interpretation, effect or construction of any Rule of the Association or of any condition or regulation of sale or of any purpose, subject or matter, every such matter or doubt shall be determined by the Committee whose decision on it shall be final and binding on all Members.

26. Indemnity
26.1) The members of the Committee, Auditor, Secretary and other officers shall be indemnified by the Association for all losses and expenses incurred by them in or about the discharge of their respective duties except such as shall result from their own respective wilful default.

26.2) No member of the Committee, Auditor, Secretary or other officers shall be liable for the acts or defaults of any other member of the Committee, Auditor, Secretary or other officers, or for any loss or expense happening to the Association, unless the same happens from his or her own wilful default.

27. Notices
Any notice required to be given shall be in writing and may be served on a Member either personally or by posting it in a pre-paid envelope to the Member at the address last notified by the Member to the Association.

28. Dissolution
(a) The Society shall not terminate except as provided by statute and in such event any surplus assets shall be handed over to any body or bodies with similar charitable objects.

(b) In no circumstances shall any profit be distributed to Members, and such profits earned shall be contributed to a general fund for furthering the objects of the club.

29. Winding up
The Association shall not be wound up except by appropriate resolutions passed in accordance with section 24 of the Incorporated Societies Act 1908 in which case clause 28 shall apply.

Confirmed as a true copy of the constitution of the Association adopted at a general meeting held on 29 May 2006 by Harvey White (Chairman).

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