SARA Constitution

ST ALBANS RESIDENTS ASSOCIATION (SARA) INCORPORATED

(CH/813544)

Incorporated on 18th day of June 1996

OUR CONSTITUTION

1.          Name: 1.1.    “St Albans Residents Association (SARA) Incorporated”  (herein called the Association)

2. Aim: 2.1.  To foster a spirit of community in St Albans,

3.      Objects: The objects of the association are:

3.1.     To advance the education of the general public, and more specifically, the residents of St Albans, including by;

3.1.1   To encourage and provide public facilities and activities particularly for the residents of St  Albans

3.1.2    To encourage any activity that promotes the welfare of residents of St Albans

3.1.3    To advance the education of St Albans residents

3.1.4   To engage in any charitable activities for the benefit of the locality and residents of St Albans.

3.2.          The Association may carry out any activities that advance the above objects including;

3.2.1    providing a community centre;

3.2.2    arranging sport and recreation courses, classes and activities and providing facilities for these courses classes and activities;

3.2.3    facilitating courses classes and activities;

3.2.4    providing access to computer and internet facilities;

3.2.5    promoting the preservation of the heritage, amenities and special character of St Albans;

3.2.6    promoting the health and wellbeing of the residents of St Albans;

3.2.7    consulting with public bodies on matters adversely affecting the St Albans area and its inhabitants including, but not limited to, zoning, resource consent, traffic and public transport issues.

3.3             The Association will have the power to provide the residents of St Albans with information about issues relating to community development, community facilities, matters potentially affecting them, their environment, their welfare, or education through the publication and circulation of information.

3.4.       The Association will ensure that its activities and purposes are for the benefit to the general public and more specifically the St Albans community.  These activities and purposes will not provide any opportunity for private financial benefit or profit to any individuals or groups that do not hold charitable legal status as legally defined.

4.          Te Tiriti O Waitangi:

4.1.     In doing the above we recognize and incorporate issues of the Te Tiriti a Waitangi in all work of the Association and its relations to other bodies.

5.         Activities Limited to New Zealand:

5.1.  The activities of the association will be limited to operate within New Zealand.

6.         Office:

6.1.  The registered office shall be at such place as the management group may from time to time determine.

6.2.    Notice of every change of place of the registered office shall forthwith be given to the Registrar of incorporated societies and members of the network.

7.         Powers: The association will have the following powers:

7.1.To use funds as the Management Group thinks necessary or proper in payment of its costs and expenses, including the employment and dismissal of counsel, solicitors, agents, officers and staff, according to principles of good employment and the Employment Contracts Act 1991 or any subsequent enactments.

7.2.To purchase, take lease or in exchange or hire or otherwise, acquire any real or personal property and any rights or privileges which the Management Group thinks necessary or proper for the purpose of attaining the objects of Te Whare and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges.

7.3.To invest surplus funds in any way permitted by law for the investment of trust funds and upon such terms as the Management Group thinks fit.

7.4.To borrow or raise money from time to time by the issue of debentures, bonds, mortgages or any other security founded on all or any of the property and/or rights of association or without any such security and upon such terms as to priority or otherwise as the Management Group thinks fit.

7.5.To do all things as may from time to time appear necessary or desirable to the Management Group to give effect to and attain the objects of the association

8. Membership:

8.1.The signatories to these rules are the first members of the Association.

8.2.The membership shall consist of any natural person or corporate body who shall hold to the objects of the association.

8.3.There shall be three categories of membership:

8.3.1. Group membership shall comprise incorporated societies, charitable trusts and other  non-profit making community groups.

8.3.2. Individual membership shall comprise individuals who do not have pecuniary interests in the association as sole partners, traders, directors or proprietors.

8.3.3. Associate membership shall comprise sole traders, companies, corporations, local and central government and ad hoc bodies.

8.4.    Before becoming a member of the association each person or corporate body shall complete an enrolment form, have been subsequently accepted by the management group and have paid the subscription for the current year.

8.5.    A register of members will be maintained by the secretary in accordance with the provisions of the Incorporated Societies Act.

8.6.    Any person may resign membership by giving oral or written notice to the secretary. The secretary will maintain a written record of any resignations. If a member group is wound up, it will have been considered resigned.

8.7.    Expulsion of Members:

8.7.1.   Any person may take a complaint to the management committee that the conduct of a member of the association is or has been injurious to the character of the association.    Every such complaint will be in writing and addressed to the secretary.

8.7.2.   If the management group considers that there is sufficient substance in the  complaint, it will give the member at least fourteen (14) days written notice of the meeting.   The notice shall:

8.7 .2.1. Sufficiently inform the member of the complaint so that the member can offer an explanation of the members conduct. and

8.7 .2.2. Inform the member that if the management group is not satisfied with the  members’ explanation, then the management group may expel the member from the association.

8.7.3.  If in a meeting the management group decides to expel the member from the association then the member shall cease to be a member of the association.

8.7.4.  A member expelled by the association may within fourteen (14) days give written  notice of appeal to the secretary .The secretary shall then call a Special General Meeting to take place within twenty-eight (28) days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member shall be reinstated immediately.

8.8.     No member or person associated with a member of the association will derive any income, benefit or advantage from the association except where that income, benefit or advantage is derived from:

8.8.1.   professional services to the organisation rendered in the course of business charged at no greater a rate than current market rates; or

8.8.2    interest on money lent at no greater rate than the current market rates.

9.         Disputes:

9.1.     Every dispute between members of the association or any officer thereof and a member or person claiming through a member or claiming under the rule or any part of them, shall be taken to the management group.

9.2.If the matter is unable to be resolved the services of a mediator who is acceptable to both parties and who is paid by the association, will be called upon.

9.3.If the matter remains unresolved after this step, the dispute shall be handed to the appropriate agency ( i.e. Human Rights, Employment Tribunal, Race Relations Conciliator, etc.) to resolve the matter.

10.        Annual General Meeting:

10.1.        an annual general meeting shall be held once in every calendar year at such time (being no later than 30 September each year) and at such place as the committee may decide.

10.2.        The business of the annual general meeting shall be: –

l0.2.1.  To consider the minutes of the previous annual general meeting and any special general meetings held since the preceding annual general meetings.

10.2.2.  To receive from the committee an annual report, balance sheet and statement of accounts for the preceding year.

10.2.3. To elect a committee

10.2.4. To transact any other business which may be put forward at the meeting

10.2.5. If the meeting so decides trustees can be elected. Their function to be decided at  that meeting.

11.       Special General Meetings:

11.1.        The committee may by resolution, at any time for any special purpose, call a special general meeting and it shall call a special general meeting within 31 days upon the receipt  of a requisition, in writing, of not fewer than ten members of the association stating the purpose for which the meeting is required.

12.       Ordinary General Meeting:

12.1.   An ordinary general meeting shall be held at such times and places as the committee shall direct for the purpose of transacting the business of the association and deciding upon such resolutions shall be duly submitted to the meeting.

13.        Notice of Business:

13.1. Seven days notice of any annual general meeting and special general meeting, and three days notice of any ordinary general meeting shall be given to members and such notice shall specify the general nature of any business intended to be transacted at such meeting.

14        Service of Notice:

14.1. Every notice required to be given to the members or any of them shall be deemed to have  been duly delivered if posted to them in prepaid letter addressed to them at their last  known place of correspondence.

15.       Decision Making:

15.1    Group members must nominate their voting representative annually. At all general meetings the convener shall take the chair.

15.2.    A member may be represented at a General Meeting by a nominee appointed by notice in writing to the Secretary and received by the Secretary before the notified time of meeting.    A member will have the right at any time to change, withdraw or revoke the appointment  of a member’s nominee by notice in writing to the Secretary.

15.3.    Every effort will be made at all meetings to arrive at decisions by consensus.

15.4.    Where this is not possible the convener shall instruct that a vote be taken of eligible members and a majority decision acted upon.

15.5.    If the votes should be even the convener shall have the casting vote. Voting shall be by show of hands unless a member requests a secret ballot.

15.6.    Group members and individual members are entitled to one vote at all general meetings.

15.7.        Associate members may take part in discussion and consensus decision making, but do not have voting rights at any meeting.

15.8.        The quorum for all Annual, Special and General Meetings shall be eleven (11) members.

15.9.    The quorum for any Management Group Meeting shall be at least half the number of the management committee members.

16.       Support:

16.1.               The association may elect a Patron, Mentor, Adviser and/or Benefactor at any General Meeting.

17.       Management Group:

17.1.               The management of the association shall be vested in the Management Group which shall consist of a minimum of four (4) and a maximum of twelve (12) members elected at each Annual General Meeting (AGM).

17.2.               The Management Group may co-opt additional members to the maximum allowable.

17.3.               At its first meeting following each AGM, the Management Group shall appoint a Convener, Assistant Convener, Secretary. Treasurer and any other officers considered necessary.

17.4.               The Management Group operating at Incorporation date shall continue to manage the affairs of the association in accordance with these rules until the first AGM and subsequently the Management Group shall be elected at each AGM.

17.5.               Nominations for elected positions on the Management Group, including office bearers, may be by way of written nominations signed by a current member and endorsed with the consent of the nominee and given to the Secretary at least five (5) days before the day fixed for the Annual General Meeting. No nominations may be withdrawn after the date on which nominations close. If there are insufficient nominations to fill the vacant positions on the Group, oral nominations may be received at the Annual General Meeting, provided that no member will be elected who has not consented to being nominated. Management Group members (including those co-opted) shall retire at each AGM but shall be eligible for election at the same and subsequent meetings, provided they have attended two thirds of the Management Group Meetings during the previous years except in special circumstances accepted by the Management Group.

17.6.               Management Group members (including those co-opted) shall retire at each AGM but shall be eligible for election at the same and subsequent meetings, provided they have attended two thirds of the Management Group meetings during the previous year except in special circumstances accepted by the Management Group.

17.7.               The Management Group will conduct the affairs of the association in accordance with the stated objects.

Particular duties include:

17.7.1.              Maintaining financial records;

17.7.2.              Recording the activities of the association:

17.7.3.              To receive and distribute funds as provided for in the constitution, keeping a  register of current members indicating name & address, date and type of  membership;

17.7.4.              To authorize payments

17.7.5.              To determine the level of reimbursement to Management Group members for expenses incurred in carrying out the functions of the association:

17.7.6.              To conduct regular meetings (at least six per year).

17.8.        The Management Group shall arrange for an annual audit within three months of the financial year.

17.9.        The Management Group may delegate any of its powers to any sub-committee which it may appoint. Any such sub- committee so appointed shall conform to the powers vested in it by the Management Group. The Management Group 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 Management Group. 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 Management Group.

17.10.    A member of the Management Group may retire from office upon giving seven (7) days notice in writing to the Secretary of his/her intention so to do and such resignation shall take effect on the expiration of such notice.

17.11.    The Management Group shall have the power to appoint a member to fill any vacancy which may occur during its term of office.

17.12.    Any member of the Management Group who shall be absent from four (4) consecutive meetings of the Management Group without supplying valid reason for so doing shall be deemed to have resigned his/her office. Except for this provision, no elected member of the Management Group shall be compelled to vacate his/her office, save for conduct detrimental to the association’s welfare or inconsistent with these rules.

18.       Financial Arrangements:

18.1.        The financial year of the Association will be from 1 July to 30 June the following year.

18.2.        At the first meeting of the Management Group following each Annual General Meeting, the Management Group will decide by resolution the following:

18.2.1                how money will be received by the Association;

18.2.2                who will be entitled to produce receipts;

18.2.3                what bank accounts will operate for the ensuing year, including the purposes of and access to accounts:

18.2.4                who will be allowed to authorize the production of cheques and the names of  cheque signatories; and

18.2.5                policy concerning the investment of money by the association, including the type of investment permitted.

18.3.        The Management Group will ensure that true and fair accounts are kept of all money received and expended.

18.4.        The Management Group will, as soon as practicable after the end of the financial year,   arrange for the accounts of the Association for the financial; year to be audited by an accountant appointed for that purpose. The audited accounts will be available to the public.

19.       Common Seal:

19.1.        The Management Group shall provide for the safe custody of the Seal which shall not be affixed except by the authority of a resolution of the Management Group, and in the presence of two members of the Management Group, and those two officers of the Management Group shall sign every instrument to which the Seal is so affixed in their presence.

20. Indemnity:

20.1          The members of the Management Group shall not be liable (otherwise than as members) for any loss suffered by the Association as a result of the discharge of their respective default, and they shall be entitled to an indemnity out of the assets of the association for all expenses and other liabilities incurred by them in the discharge of their respective duties.

21. Alteration of the constitution:

21.1     The constitution may only be amended in any way by a two-thirds majority at any General Meeting provided that no addition to or alteration of the objects clause, the area of operation clause, the pecuniary profit clause or the winding up clause will be approved without prior consent of the Charities Commission.

22. Interpretation:

22.1     If at any time any matter shall arise which is not provided for in these Rules, or any matter  relating to the interpretation of these rules shall arise, the same shall be determined by resolution of the Management Group whose decision shall be final.

23. Wind-up of the Association:

23.1.  In the event of a winding-up of the Association, the assets of the Association shall be realized and all debt and liabilities of the Association shall be paid. The net balance of the ordinary funds shall then be disposed of to a non-profit community charitable organisation in the   St Albans area, which has similar objects to the association – i.e. to benefit the community in the  St. Albans area.

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