Constitution

Rules of the Victoria University of Wellington Tramping Club Incorporated (VUWTC Inc.)

The Society

1.0 Name

1.1 The name of the society is the Victoria University of Wellington Tramping Club Incorporated ("the Society").

1.2 The Society is constituted by resolution dated 15 October 2013.

2.0 Registered Office

2.1 The Registered Office of the Society is the Victoria University of Wellington Students Association Office, Level 2, Student Union Building, Kelburn Campus, Victoria University, Wellington.

3.0 Purposes of Society

3.1 The purposes of the Society are to:

  • (a) promote tramping and climbing amongst its members and the wider Victoria University of Wellington student, staff and alumni body;
  • (b) promote good fellowship amongst its members, members of other University Clubs and members of the wider community;

3.2 Pecuniary gain is not a purpose of the Society.

Management of the Society

4.0 Managing Committee

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

  • (a) President;
  • (b) Chief Guide;
  • (c) Secretary;
  • (d) Treasurer; and
  • (e) Such other Members as the Society shall decide.

4.2 The four positions (a-d) described above shall constitute “the Officers” of the Society.

4.3 Only Members of the Society may be Committee Members.

5.0 Appointment of Committee Members

5.1 At a Society Meeting, the Members may decide by majority vote:

  • (a) How large the Committee will be;
  • (b) Who shall be the President, Chief Guide, Secretary, and Treasurer.

5.2 No person shall hold more than one position on the Committee at any one time.

6.0 Cessation of Committee Membership

6.1 Persons cease to be Committee Members when:

  • (a) They resign by giving written notice to the Committee;
  • (b) They are removed by majority vote of the Society at a Society Meeting;
  • (c) Their Term expires at the conclusion of the annual General Meeting which follows her/his election.

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.

7.0 Nomination of Committee Members

7.1 Nominations for members of the Committee shall be open seven days before an Annual General Meeting. Each candidate shall be proposed and seconded by Members. Nominations shall remain open until voting for the specific position commences. All retiring members of the Committee shall be eligible for re-election.

7.2 If the position of any Officer or 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 Committee meetings without leave of absence the President may declare that person’s position to be vacant.

8.0 Role of the Committee

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

  • (a) Administer, manage, and control the Society;
  • (b) Carry out the purposes of the Society, and Use Money or Other Assets to do that;
  • (c) Manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
  • (d) Set accounting policies in line with generally accepted accounting practice
  • (e) Delegate responsibility and co-opt members where necessary
  • (f) Ensure that all Members follow the Rules;
  • (g) Decide how a person becomes a Member, and how a person stops being a Member;
  • (h) Decide the times and dates for Meetings, and set the agenda for Meetings;
  • (i) Decide the procedures for dealing with complaints;
  • (j) Set Membership fees, including subscriptions and levies;
  • (k) 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 President 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 President is responsible for:

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

9.2 The Chief Guide is responsible for:

  • (a) The tramping side of the Society;
  • (b) Vetoing any club trip should there be safety concerns;
  • (c) All the responsibilities of the President, should the President be unable to fulfil their responsibilities for whatever reason (or in the case of the President’s Cessation, until a new President is appointed)

9.3 The Secretary is responsible for:

  • (a) Recording the minutes of Meetings;
  • (b) Keeping the Register of Members;
  • (c) Holding the Society's records, documents, and books except those required for the Treasurer’s function;
  • (d) Receiving and replying to correspondence as required by the Committee;
  • (e) 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.
  • (f) Advising the Registrar of Incorporated Societies of any rule changes;
  • (g) Affiliating the Society with any chosen body should the committee decide to do so.

9.4 The Treasurer is responsible for:

  • (a) Keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained;
  • (b) 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).
  • (c) Providing a financial report at each Annual General Meeting;
  • (d) Providing financial information to the Committee as the Committee determines.

10.0 Committee Meetings

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

10.2 Committee meetings shall be called by the President (or the person acting as President) and reasonable notice shall be given to Committee members of the date, time and location of the meeting;

10.3 No Committee Meeting may be held unless at least four committee members are present including at minimum one Officer and this shall constitute the quorum;

10.4 The President shall chair Committee Meetings or appoint a Committee Member to chair that meeting, or if the President is absent, the Committee shall elect a Committee Member to chair that meeting;

10.5 Decisions of the Committee shall be by majority vote;

10.6 The Chair/President has a casting vote, that is, a second vote;

10.7 Only Committee Members present at or otherwise participating in a Committee Meeting (as per 10.1) may vote at that Committee Meeting.

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

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

10.10 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments.

Society membership

11.0 Types of Members

11.1 Membership may comprise of the following different classes of membership:

  • (a) Student membership, for current students at a New Zealand Tertiary institution.
  • (b) Non-Student membership for all other members of the community, at the discretion of the Committee.
  • (c) Honorary life membership, to be determined by a motion at any Society meeting.

11.2 All 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:

  • (a) Complete an application form, if the Rules, Bylaws or Committee requires this;
  • (b) Pay the subscription fees as determined by the Committee; and
  • (c) Supply any other information the Committee requires.

12.2 The Committee shall have complete discretion to decline any Applicant becoming 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 shall keep a register of Members (“the Register”), which shall contain the names and contact details of all Members, and the dates at which they became Members.

13.2 If a Member’s contact details change, that Member shall give the new contact details to the Secretary.

13.3 Each Member shall provide such other details as the Committee requires.

13.4 Members shall have reasonable access to the Register of Members.

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 ways:

  • (a) At the end of the term specified by the membership subscription. Terms are determined by the Committee. Members may renew membership in advance of the date of cessation.
  • (b) 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:
    • (i) Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society;
    • (ii) 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.
    • (iii) State that if, within 7 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.
    • (iv) State that if the Committee terminates the Member’s Membership, the Member may appeal to the Society.
  • (c) 7 days after the Member received 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.
  • (d) 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.
  • (e) When the Member is heard at a Society Meeting, the Society may question the Member and the Committee Members.
  • (f) 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 (including Committee Members) shall promote the purposes of the Society and shall do nothing to bring the Society into serious disrepute (moderate disrepute is acceptable and expected).

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:

  • (a) It is for a purpose of the Society;
  • (b) It is not for the sole personal or individual benefit of any Member; and
  • (c) 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 or levy by the date set by the Committee or the Society, the Secretary will give written notice that, unless the arrears are paid by a nominated date, the Membership will be terminated. 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:

  • (a) Engage such persons whose services may be deemed necessary for the purposes of the Society, and to pay them accordingly;
  • (b) Invest its funds in any low-risk investment as determined by the Committee;
  • (c) Purchase, lease, hire, or by any other means acquire any personal property necessary for the purpose of the Society;
  • (d) Sell, hire, exchange, improve, manage, develop or otherwise deal with all, or any part of the personal property of the Society;

18.2 The Society must:

  • (a) Pay all the funds of the Society into a New Zealand-based bank determined by the Committee to the credit of the Society. All accounts shall be approved for payment by the Committee;
    • (i) The trustees of the Society’s bank account shall be the President, Treasurer, Co-Treasurer, and Chief Guide;
    • (ii) any two of the four trustees may authorise transactions on the Society’s account.
  • (b) Not borrow funds or incur any substantial liability without the express consent of the majority of members at a Society meeting;

19.0 Financial Year

19.1 The financial year of the Society begins on 1 October of every year and ends on 30 September of the next year.

20.0 Assurance on the Financial Statements

20.1 No review or audit of the annual financial statements is required unless a review or audit is requested by 5% of the Members at any properly convened Society Meeting.

20.2 The Society may appoint an Auditor to audit the annual financial statements of the Society. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Society’s accounting policies. The Auditor must be a suitably qualified person. and preferably be a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Society. If the Society appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement. The Committee is responsible to provide the auditor with:

  • (a) Access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters
  • (b) Additional information that the auditor may request from the Committee for the purpose of the audit; and
  • (c) Reasonable access to persons within the Society from whom the auditor determines it necessary to obtain evidence.

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 in October. The Committee shall determine when and where the Society shall meet within this time.

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 the Members, and the meeting must be held within 28 days of the request being received by the secretary.

21.4 The Secretary shall:

  • (a) Give all Members at least 7 days Written Notice of the business to be conducted at any Society Meeting
  • (b) Additionally, the Secretary may provide if appropriate:
    • (i) A copy of the President’s Report on the Society’s operations and of the Annual Financial Statements as approved by the Committee,
    • (ii) A list of Nominees for the Committee, and information about those Nominees if it has been provided,
    • (iii) Notice of any motions and the Committee’s recommendations about those motions,
    • (iv) 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 No Society Meeting may be held unless at least 15 eligible Members attend (this will constitute a quorum).

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

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

  • (a) Voices;
  • (b) Show of hands; or
  • (c) 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, second vote.

21.9 The business of an Annual General Meeting shall be:

  • (a) Receiving any minutes of the previous Society’s Meeting(s);
  • (b) The President’s report on the general business of the Society;
  • (c) The Chief Guides report on the activities of the society;
  • (d) The Treasurer’s report on the finances and assets of the Society, and the Annual Financial Statements;
  • (e) Election of Committee Members;
  • (f) Motions to be considered;
  • (g) General business.

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

21.11 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 President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair/President 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 7 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 10% of eligible Members:

  • (a) It must be voted on at the Society Meeting chosen by the Member; and
  • (b) The Secretary must give the Member’s Information to all Members at least 3 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

23.0 Common seal

23.1 The Committee shall provide a common seal for the Society and may from time to time replace it with a new one.

23.2 The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the President and countersigned by the Secretary or a member of the Committee.

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 Any proposed motion to amend or replace these Rules shall be agreed by at least 10% of eligible Members and given in writing to the Secretary at least 7 days before the Society Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.

24.3 At least 7 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.

24.4 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 The Society shall be wound up if two-thirds of members present at a Society meeting so decide, to be effective from a date decided at that meeting.

26.2 If the Society is wound up:

  • (a) The Society’s debts, costs and liabilities shall be paid;
  • (b) No distribution may be made to any Member;
  • (c) The surplus Money and Other Assets shall be distributed to: [see S.27 of the Act]
    • (i) Another incorporated association having objects similar to the association;
    • (ii) Charitable or benevolent purposes, which incorporated association or purposes, as the case requires, shall be determined by resolution of the members.

Definitions

27.0 Definitions and Miscellaneous matters

27.1 In these Rules:

  • (a) “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.
  • (b) “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
  • (c) “Society Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
  • (d) “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.
  • (e) “Written Notice” means communication by post, electronic means (including email, website posting and social media), or advertisement in periodicals, or a combination of these methods.
  • (f) “Club trip” means any event organised by the Society and advertised as such in such places as the Society calendar, website, meetings or other media generally accessible to members.
  • (g) It is assumed that
    • (i) Where the singular is used, plural forms of the noun are also inferred
    • (ii) Headings are a matter of reference and not a part of the rules
  • (h) Matters not covered in these rules shall be decided upon by the Committee.