Constitution ratified at 19 Aug 2010 AGM.
link to version created in 1977 but never made official. the 1937 version as officially lodged with Companies Office
Constitution of POINT CHEVALIER SAILING CLUB INCORPORATED
1. The name of the Club shall be the "POINT CHEVALIER SAILING CLUB INCORPORATED” hereinafter referred to as the Club.
2. The Registered Office of the Club shall be at the Clubhouse, Raymond Street, Point Chevalier, Auckland, or such other place as may be determined.
3. The objects for which the Club is established are:-
3.1. To enable youth to achieve their full potential and to continue enjoy sailing as a lifetime sport.
3.2. To further the enjoyment and safety of water activities, in particular yachting, in the local community.
3.3. To encourage leadership and respect for the marine environment and for people.
3.4. For such purposes connected with the aforesaid objects and development of the Club as the members shall from time to time determine.
3.5. To affiliate or associate with such organisations as may be approved from time to time by the Committee.
3.6. To acquire or dispose of, lend, mortgage, lease, charge or otherwise deal with any real or personal property for any of the aforesaid purposes or objects including the power to make such donations or grants as the committee may think fit.
4. The Club shall consist of ordinary, honorary and life members. The general committee shall have the power to create further classes of membership including, but not confined to, associate membership. The general committee shall also have the power to eliminate any such classes of membership.
5. The officers of the club shall consist of a Patron, President, Commodore, Vice-Commodore, Rear-Commodore, Treasurer and Secretary.
6. The annual subscription shall be such sum as may be determined from year to year at the annual general meeting. The general committee shall have the power from time to time to levy an entry fee to be payable in addition to subscriptions by new members. The general committee shall also have the power to consolidate and receive subscriptions in advance of such amounts and for such periods as the general committee shall resolve.
7. Any member, whose current year's subscription shall be unpaid for the space of four weeks after the date of billing shall lose all privileges of membership during the period while such subscription shall remain unpaid.
8. Any member dying and any person whose subscription is over one years in arrears shall cease to be a member of the Club but without prejudice to his or her liability for all subscriptions authorised to take what action it considers desirable with respect to such unpaid subscriptions and other matters.
9. Life members may be elected in recognition of many years of service to the club at any general meeting. Any such election shall be by three-fourths majority of the members present or voting by proxy at such annual general meeting. Life members shall be entitled to the privileges of the Club and subject to the rules of the Club but shall not be liable to pay any annual subscription. Notwithstanding the foregoing life members can only be elected at a general meeting on the proposal and nomination of a resolution of the general committee, on a four-fifths majority.
10. Honorary members may be elected by the committee for such period as the committee may think fit without being liable to pay any subscription. Such members shall have all the privileges of ordinary members but shall not be entitled to vote at meetings or be eligible to hold office.
11. Any member infringing any of the rules or by-law of the club, or whose conduct, whether on the Club premises or elsewhere, is, in the opinion of the committee, objectionable may be suspended from membership by the Committee for such period not exceeding three months as the Committee may think fit or may be requested to resign from membership. Should any member on being requested to resign fail or refuse to do so within ten days from the date of such request, the matter shall then be referred to a general meeting of members which shall be called as soon as practicable and at which the member requested to resign shall have the right to present and to give or call any relevant evidence on his behalf. Should the Committee's request for such member's resignation to be approved and confirmed by a three fourths majority of the members present personally or by proxy at such general meeting the offending member shall therefore cease to be a member of the Club but without prejudice to his or her liability for all subscriptions or other monies due to the Club and he or she shall have no right of action or other remedy against the Club or any member thereof.
12. Upon any member ceasing for any reason to be a member of the Club his or her name shall be struck off the register of members and the reason therefore shall be entered in the register and signed by the Secretary.
13. The register shall be prima facie proof of what persons are the members of the Club.
14. There shall be a general committee (hereinafter called “the committee”), consisting of the Commodore, Vice-Commodore, Rear-Commodore, Treasurer and Secretary, together with such committee members as may be deemed necessary for the efficient working of the club e.g. Clubhouse Captain.
15. All officers and the committee shall be elected annually at the Annual General Meeting and should any office become vacant the Committee may elect a member to fill the vacancy until the following Annual General Meeting.
16. All nominations for officers must be in the hands of the Secretary in writing seven days before the Annual General Meeting, but in the event of there being no nomination for any particular office nominations may be accepted for that office at the Annual General Meeting.
17. At Committee Meetings five shall form a quorum and the Committee shall regulate its own procedure subject as herein provided.
18. The Committee may from time to time appoint such executive officers as it shall think fit to carry out such duties as the Committee may determine. Such officers to hold office and to be removable from office at the pleasure of the Committee. Such officers may be paid such remuneration, as the Committee may from time to time, think fit.
19. Any income, benefit, or advantage must be used to advance the objects of the club.
20. No member of the club, or anyone associated with a member, is allowed to take part in, or influence any decision made by the club in respect to payments to, or on behalf of, the member or associated person of any income, benefit, or advantage.
21. Any payments made to a member of the club, or person associated with a member, must be for goods or services that advance the objects and must be reasonable and relative to payments that would be made between unrelated parties.
22. Any office-bearer, ceasing to be a member of the Club shall ipso facto cease to be an officer bearer.
23. The general committee shall procure for the Club a common seal of an appropriate design with the words "The Common Seal of Pt. Chevalier Sailing Club (Incorporated)". The common seal shall remain in the custody of the Secretary and shall be affixed by resolution of the general committee. One member of the general committee and the Secretary or the Commodore shall attest the affixing of the seal to any document in pursuance of any such resolution
24. It shall be the duty of the Commodore to preside over all meeting and other activities of the Club, including:
25. Ensuring that the Rules are followed;
25.1. Convening Meetings and establishing whether or not a quorum (half of the Committee) is present;
25.2. Chairing Meetings, deciding who may speak and when;
25.3. Overseeing the operation of the Club;
25.4. Providing a report on the operations of the Club at each Annual General Meeting.
26. It shall be the duty of the Vice-Commodore to assist the Commodore in the discharge of his duties, and in his absence to officiate in his stead.
27. It shall be the duty of the Rear-Commodore to assist the Commodore and the Vice-Commodore in the discharge of their duties.
28. The Secretary shall be a member ex officio of all sub-committees with power to convene meeting of the same and have the following duties:
28.1. Recording the minutes of Meetings;
28.2. Keeping the Register of Members;
28.3. Holding the Society's records, documents, and books except those required for the Treasurer’s function;
28.4. Receiving and replying to correspondence as required by the Committee;
28.5. Advising the Registrar of Incorporated Societies of any rule changes;
29. The Treasurer duties are:
29.1. Keeping proper accounting records of the Club’s financial transactions to allow the Club’s financial position to be readily ascertained;
29.2. Preparing annual financial statements for presentation at each Annual General Meeting, prepared in accordance with the Societies’ accounting policies;
29.3. Providing a financial report at each Annual General Meeting;
29.4. Providing regular financial information to the Committee;
29.5. Forwarding the annual financial statements for the Club to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting.
30. The annual general meeting of the Club shall be held not later than 31st day of August each year when the officers of the Club and the general committee shall be elected for the ensuing year, and the annual financial statement shall be considered and any other business transacted which is brought before the meeting.
31. The Secretary shall call a special general meeting if directed to do so by at least three members of the committee, the commodore or upon receiving a requisition signed by at least fifteen members of the Club. Such requisition to state the object or objects for which such meeting is to be called and such meeting to be held within twenty-one days of he receipt of such requisition.
32. Notice of all general meetings shall be given to all members by the Secretary by delivering the same personally, posting or emailing the same in the city or suburbs of Auckland addressed to the members at their registered address not less than seven days before the date of such meeting but the accidental omission to notify any member or members shall not invalidate the meeting. Such notice shall state the business to be transacted and only the business stated in the notice shall be dealt with at such meeting.
33. Ten members shall be a quorum for a general meeting.
34. If within half an hour from the time appointed for any general meeting a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and place and if any such adjourned meeting a quorum be not present those members who are then present shall form a quorum and may transact the business for which the meeting was called.
35. At all general meetings every member present in person or by proxy shall be entitled to one vote. Proxies must be in writing and in form to the satisfaction of the Chairman of the meeting. Voting for the election of all, office-bearers of the Club shall be by ballot but in all other cases the voting shall be by a show of hands. Subject thereto the procedure at general meetings shall be such as may be laid down from time to time by the Committee and in default.
36. Committee meetings shall be held monthly, more frequently if business demands or when summoned by the Committee.
37. Full financial reports & minutes of the previous meeting are to be presented at the regular committee meetings
38. Committee meetings are open to all financial members of the club.
39. Five members shall form a quorum for committee meetings.
40. If any member of the Committee is absent from three consecutive meetings without leave, the Committee may declare his or her seat vacant.
41. The Commodore when present shall preside of all meetings. Failing his attendance within fifteen minutes of the time appointed the Vice Commodore if present shall preside and failing the attendance of both the Commodore and the Vice Commodore within the said period of fifteen minutes then the Rear- Commodore shall preside, and failing the attendance of the Commodore, Vice Commodore and the Rear-Commodore within the said time the meeting may appoint a Chairman.
42. The Committee shall have control of and invest the funds of the Club and may borrow money on the Club's behalf and mortgage all or any of the assets of the Club and may exercise all the corporate powers of the Club save such as are required by statute or by these rules to be exercised by a general meeting of the members. The Committee shall have power to appoint sub-committees for any of the purposes of the Club.
43. No land owned by the Club shall be sold or leased or subleased for any period of more than one month save with the prior consent of the Club in general meeting.
44. The Society shall appoint an accountant to review the annual financial statements of the Society (“the Reviewer”). The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer’s attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Society’s accounting policies. The Reviewer must be a suitably qualified person, preferably 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 a Reviewer who is unable to act for some reason, the Committee shall appoint another Reviewer as a replacement.
45. The Committee is responsible to provide the Reviewer with:
45.1. 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
45.2. Additional information that the reviewer may request from the Committee for the purpose of the review; and
45.3. Reasonable access to persons within the Society from whom the reviewer determines it necessary to obtain evidence.
46. The reviewed accounts of the club showing the true financial position of the club at the end of the financial year (balance sheet & income and expenditure account) shall be presented to the annual general meeting
47. Upon the dissolution by the Registrar or winding up of the Club any assets remaining after all the liabilities of the Club have been paid, discharged or satisfied shall be transferred to other charitable clubs or charitable organisations with similar objects to the Club as general meeting agrees. Assets shall not be distributed to individual persons.
48. The Club shall have power to make, cancel or amend any by-laws from time to time for the proper conduct of the Club's affairs.
49. If and doubt shall arise as to the construction or interpretation of any rule or by-law of the club or should any matter arise which is not covered by any rule or by-law the decision of the Committee on such matter shall be final and conclusive and binding on all members of the Club.
50. No rule can be altered except by notice of motion at an annual general meeting or extraordinary special meeting, notice to be given fourteen days previous to the meeting.
51. No motion affecting these rules is to be made by the general committee.
52. The Rules of the Club may be amended, added to or rescinded by a resolution passed by by a three fourths majority of the members present personally or by proxy at a General Meeting and of which Notice of Motion has been given to the Secretary of the Club in writing at least 14 days prior to the holding of the meeting. All notices of motion must be signed by the mover and seconder of same and must appear in the notice calling the meeting