Contents

TERMS

SECTION I
   Name
   Purpose
   Powers
 
SECTION II
   Classes of Membership
   Admission of Members
   Conduct
   Termination
   Leave of Absence
   Visitors

SECTION III
   Fees & Subscriptions
   Accounting
   Investments & Borrowing
   Indemnity
   Winding Up

SECTION IV
   Management by Executive
   General Meetings
   Election of Officers
   Process of Election
   Indemnity for the Executive
   Filling Vacancies on the Executive
   Removal of Officers
   Function of the Secetary
   Function of the Treasurer
   Appointment of Auditor

SECTION V
   Alteration of Rules
   Common Seal
 

WELLINGTON NATURIST CLUB INC.
CONSTITUTION

December 2002

Amendments
DateSectionChange
AGM 20103.2.2 (amended)Presentation of financial statements at AGM and Audit procedures
AGM 20104.2.9 (new)Provision of Proxy Voting

 

INTERPRETATION OF TERMS:

"Members" means all categories of membership unless otherwise stated.

"The Executive" means the Executive for the time being of the Wellington Naturist Club Inc.

"Grounds" means all the lands over which the Wellington Naturist Club Inc has control for the time being, and includes any buildings erected thereon.

"Year" means 1 April to 31 March of the next year.

"The Movement" means the naturist movement as advocated in New Zealand by the New Zealand Naturist Federation Inc. and internationally by the International Naturist Federation.

"Recognised Club" means any Club whose aims and objects are in accordance with those of the New Zealand Naturist Federation Inc or the International Naturist Federation.


Words importing the singular shall include the plural, and the plural shall include the singular, words importing the masculine shall include feminine unless in either case the contrary is expressly provided for or unless there is something in the context clearly repugnant thereto.

1. NAME,PURPOSE and POWERS

1.1 Name

1.1.1 The name of the Club shall be the Wellington Naturist Club Incorporated.

1.2 Purpose

1.2.1 To provide facilities in an environment where members and guests of the Club may enjoy sunbathing, sport and other social recreation without clothing.

1.2.2 To purchase, take on lease or in exchange, on hire or otherwise acquire any real or personal property, and any rights or privileges which may appear necessary or expedient for the purposes of attaining the objects of the Club or promoting the interests of the Club or of its members and to sell, exchange, let on bail, or lease with or without option of purchase or in any manner dispose of any such property, rights or privileges as aforesaid.

1.2.3 To issue publications which shall in whole or in part promote the objects of the Club or explain its activities or be otherwise of direct financial benefit to the Club or other bodies to which it may be affiliated or associated and to use for a like purpose such other media as shall from time to time be available.

1.2.4 To acquire by purchase, donation or otherwise, books, magazines or other media, as part of the facilities offered by the Club to its members.

1.2.5 To employ such persons as shall be necessary to maintain and otherwise care for the Club’s property or provide any services which may appear necessary or expedient to the proper functioning of the Club.

1.2.6 To accept subscriptions and other money, donations (whether real or personal property), devises and bequests for all or any of the purposes aforesaid.

1.2.7 To organise and operate money-raising activities, including raffles, to add to the general or any special funds of the clubs.

1.2.8 To establish or promote or assist in establishing or promoting and to subscribe to, affiliate with or become a member of or otherwise co-operate with any society having objects altogether or in part similar to those of the club.

1.3 Powers

1.3.1 To pay such sum by way of salary retainer or honorarium to any officer of the Club and to make such presentations as may be thought fit.

1.3.2 To do all such acts and things as may be incidental or conducive to the attainment of any of the above objects.

2. MEMBERSHIP AND CONDUCT

2.1 Classes of Membership

2.1.1 Provisional Members: all new members, including those transferring from other Recognised Clubs after less than twelve months membership of such Clubs, shall join in this category and after one year from the date of admission to this Club, or the Recognised Club in the case of transfer as above, shall be eligible for election to Full membership by majority vote of the Executive and until this time shall have no voting rights or right to nominate any member for office; nor shall they be eligible for election to the Executive.

2.1.2 Full Members: shall be all those members who are elected from Provisional Membership or transferred from any other category or admitted on transfer from other Recognised Clubs after at least twelve months membership of such Clubs.

2.1.3 Junior Members: shall be those members under the age of 18 years, elected or transferred to the Club as in Rule 2.1.1 or 2.1.2, and all persons under the age of 18 years at least one of whose parents or guardians is a member and who enter the Club with such parent or guardian.

2.1.4 Life Members: shall be those who qualify for this honour by giving the Club long and valuable service that merits such recognition and have had 30 years of continuous membership. Life Membership shall be conferred by majority vote at a General Meeting upon a recommendation from the Executive. A Life Member shall enjoy all privileges of a Full Member without payment of subscription.

2.2 Admission of Members

2.2.1 The Executive will set down a process as a Bylaw pursuant to Rule 4.1.3, which will define the procedures to be followed in considering applications for membership. Such procedures will have the objective of ensuring that only those persons of good character who identify with the objects of the Club are admitted for membership.

2.2.2 Applicants for Junior membership, whose parents or guardians are not members, shall only be admitted to Provisional Membership with the written consent of their parents or guardians. No subscription shall be payable by any member under the age of 18 years, whose parent or guardian is a member or under special circumstances at the discretion of the Executive.

2.3 Conduct

2.3.1 No members shall conduct himself in a manner likely to bring discredit to the Club or to cause offence to other members.

2.3.2 No person under the detrimental influence of alcohol or drugs will be allowed in the Club grounds.

2.3.3 Members and visitors must not divulge outside the Club the name of any member of the Club without the permission of that member.

2.3.4 Any member who disapproves of another’s conduct on the Club grounds may refer the matter to a member of the Executive who if he considers urgent action is required shall have power to suspend the member against whom the complaint has been made and exclude such member from the grounds until the matter has been considered by the Executive. The complainant must report the matter in writing and under his signature within one calendar month (from the incident) to the Secretary for consideration by the Executive and the person complained of shall be entitled to see the full written complaint before answering. Details of such incidents shall be treated as confidential until a decision of the Executive is made known.

2.3.5 Incidents outside the Club may be treated in the above manner if such incidents can be held to affect the good name of the Club or its members.

2.3.6 The Executive is empowered to terminate membership for breach of the above clauses.

2.4 Termination of Membership

2.4.1 A member may resign by notification to the Secretary in writing.

2.4.2 Membership may be terminated by vote of not less than two thirds of the Executive present in terms of Rule 4.1.4.

2.4.3 In the event of a subscription remaining unpaid for three months after it becomes due, the member concerned shall be notified in writing by the Treasurer that unless payment is made within one month his membership will be considered lapsed.

2.4.4 If payment is not made within one month from the date of that letter membership will be terminated unless some alternative arrangement is agreed to by the Executive

2.5 Leave of Absence

2.5.1 A member who will be unable to attend for at least one year may apply in writing to the Secretary for leave of absence, which may be granted at the discretion of the Executive.

2.5.2 A member on leave of absence shall not be liable for annual subscriptions but may be required to pay a fee to be fixed by the Executive where Club circulars and literature are required or where the member wishes to retain use of a site on the Club grounds.

2.5.3 A member returning from leave of absence shall take up membership with his former status.

2.6 Visitors

2.6.1 Any member of another Recognised club may visit or camp at the Club grounds subject to such conditions as may be required by the Executive.

2.6.2 Member’s friends may accompany them for a visit to the Club grounds subject to such conditions as may be required by the Executive.

2.6.3 All visitors must agree to be bound by the Club Rules and Bylaws and shall be liable for any camping or visitors’ fees applicable at the time. Members introducing visitors shall be responsible that these provisions are met.

FINANCE

3.1 Fees and Subscriptions

3.1.1 All members other than Life Members or exempted Junior Members shall be liable for annual subscriptions and any other fees as may be prescribed by the Executive. The amount of subscriptions shall be decided at each Annual General Meeting.

3.1.2 In exceptional circumstances, a levy on members may be made by the Executive for a special purpose. Such levies must be notified to the members in writing giving full details. Any levy made by the Executive shall become binding on members at the expiration of three weeks from the date on which members are notified thereof unless in the meantime a special general meeting has been requisitioned for the purpose of considering the matter in which case the special general meeting shall have power either to confirm or rescind the levy made by the Executive or to impose a levy of some lesser amount

3.1.3 The Executive shall have power to grant relief from the payment of part or all of any annual subscription or levy where such relief is considered justified, it being understood that this concession is to be granted only in the most deserving cases.

3.2 Accounting

3.2.1 The Club shall maintain such bank accounts as the Executive shall from time to time decide, and all monies and other uninvested funds belonging to the Club shall be lodged therein.

3.2.2 (amended 2010) The Treasurer shall submit to each Annual General Meeting his Financial Statements for the year that has just ended.
The Club shall appoint an Auditor to audit the annual financial statements. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Club 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 Club.
If the Club 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 Committeee is aware that is relevent to the preparation of the financial statements such as records, documents 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.

(d) That these audited figures be made available as soon as reasonably practicable thereafter but no later than 30 September.

3.3 Investments and Borrowing

3.3.1 The Club shall have the power to borrow or raise money by way of overdraft or otherwise, either with or without security and to secure payment of any money borrowed or owing by the Club by mortgage of the Club’s property and to execute and issue mortgages, bonds, debentures, promissory notes or other negotiable instruments for securing the same (with or without charge) on all or any part of the Club’s property and upon such terms and priority or otherwise as the Executive thinks fit.

3.3.2 All purchases, leases, investments, sales, mortgages, contracts and other transactions as aforesaid shall be authorised by the Executive in the name of the Club and all deeds and instruments affecting the same shall be in the name of the Club.

3.4 Indemnity

3.4.1 The Executive shall be indemnified from the funds of the Club in respect of all legal proceedings that may be instituted by or against them in consequence of the performance or non-performance of their duties.

3.5 Winding Up

3.5.1 The Club may be wound up under the provisions of the Incorporated Societies Act 1908.

3.5.2 if the Club is wound up, the surplus assets after payment of all debts, costs, and liabilities shall be disposed of for such purposes in New Zealand as may be determined in accordance with the statute or resolution to wind up, but no distribution shall be made to any member.

4. MANAGEMENT

4.1 Management by the Executive

4.1.1 From the end of each Annual General Meeting until the end of the next, the Club shall be administered, managed and controlled by the Executive, which will comprise the President, the Vice President, the Secretary, the Treasurer and five (5) other Executive members, and which shall be accountable to the Members for the implementation of the Policies and Bylaws of the Club.

4.1.2 Subject to these Rules and the resolution of any General Meeting, the Executive may exercise all the Club’s powers, other than those required by statute or by these Rules to be exercised by the Club in General Meeting.

4.1.3 The Executive is empowered to make, amend or rescind Policies and Bylaws for the good management of the Club within the terms of these Rules. The making, amending or rescinding of Policies and Bylaws shall be notified to the membership.

4.1.4 The Executive shall meet at such times and places and in such manner (including by telephone or video conference) as is necessary to undertake the duties and responsibilities of the Executive.

4.1.5 All Executive meetings shall be chaired by the President or in his absence by the Vice President or some other Executive member elected for the purpose by the meeting and any such chairperson shall have a deliberative and casting vote.

4.1.6 The Executive may co-opt any person to the Executive for a specific purpose, or for a limited period, or generally until the next Annual General Meeting.

4.1.7 The quorum for Executive meetings is at least half the number of the Executive members.

4.1.8 Only Executive members who are present in person or by telephone or video link shall be counted in the quorum and entitled to vote.

4.1.9 The Executive may act by resolution approved by not less than two-thirds of the members of the Executive present in person or by telephone or by video conference through a written ballot conducted by mail, facsimile, or email.

4.1.10 Other than as prescribed by statute, by these Rules or by Bylaw the Executive may regulate its proceedings, as it thinks fit.

4.1.11 No person shall incur expenditure on behalf of the Club without the prior approval of the Executive and all persons incurring approved expenditure shall be reimbursed.

4.1.12 Each officer shall within one calendar month of submitting a resignation or ceasing to hold office deliver to that officer’s successor all books, papers, and other property of the Club possessed by such former officer.

4.1.13The Executive may employ any person or company to administer or manage the affairs of the Club.

4.2 General Meetings

4.2.1 The Annual General Meeting shall be held no later than the end of June in each year at a time and place fixed by the Executive.

4.2.2 Special General Meetings may be called by the Executive, or by written requisition to the Secretary signed by not less than a quarter of the Full financial members.

4.2.3 At least 14 clear days before any General Meeting the Secretary shall post to all Members and Life Members written notice of the business to be conducted at the General Meeting (including in the case of Annual General Meetings copies of the Annual Report, Statement of Accounts, a list of and information about nominees, and notice of any motions and the Executive’s recommendations in respect thereof). The failure for any reason of any Member to receive such notice shall not invalidate the meeting or its proceedings.

4.2.4 All Members of whatever class of membership may attend general meetings, but only financial Full Members and Life Members are entitled to vote.

4.2.5 The quorum for General Meetings is 15% of financial Full and Life Members. In the event of a quorum not being present the meeting shall be adjourned for 14 days and then those members present shall constitute a quorum.

4.2.6 All General Meetings shall be chaired by the President and in the absence of the President by the Vice President, or by some other Executive member elected for the purpose by the Meeting, and any such chairperson shall have a deliberative and casting vote.

4.2.7 The business of the Annual General Meeting shall be the consideration and adoption of:

(a) Minutes of the previous General Meeting(s),

(b) Annual Report of the Executive,

(c) Statement of Accounts,

(d) Election of the Officers, and the Executive,

(e) Motions of which notice has been given,

(f) Approval of a budget for the next financial year, and

(g) General business.

4.2.9 (added 2010) A proxy vote by a Member not able to attend an Annual Meeting or Special General Meeting, received by the Secretary seven (7) days before the Meeting shall be allowed on any Agenda item for vote put before the Committee and the general membership, provided it is cast by a current financial member at the time of the meeting.
That the proxy votes only be accepted from members who live over 100kms radius from TeMarua, or in the South Island at the time of the meeting.

4.2.8 Any Member wishing to give notice of any motion for consideration and adoption at any General Meeting shall forward written notice of the same to the Secretary not less than 28 clear days before the date of the meeting. The Executive may consider all such notices of motion and provide recommendations to Members in respect thereof.

4.3 Election of Officers

4.3.1 The following Officers shall be elected:

(a) A President, Vice-President, Secretary, Treasurer and five (5) other Executive members, who shall be the Club’s Executive and who shall be elected annually.

(b) An honorary position of Patron, who may be elected at any General Meeting and under such conditions as may be prescribed at that meeting

4.3.2 The President and, in the absence of the President, the Vice President shall, in addition to all other duties described in these Rules, generally oversee and direct the affairs and business of the Club.

4.4 Processes for the Election of Executive

4.4.1 The election of Officers shall be conducted as follows:

(a) Written nominations for nominees, accompanied by the written consent of each nominee, shall be received by the Secretary not less than 14 clear days before the date of the Annual General Meeting.

(b) If there are insufficient valid nominations received under Rule 4.4.1(a) above, but not otherwise, further nominations may be received from the floor at the Annual General Meeting.

(c) Votes shall be cast in such manner as the chairperson of the Annual General Meeting shall determine.

(d) Two persons present at the Meeting shall be designated by the chairperson of the Annual General Meeting to act as scrutineers for the counting of the votes and destruction of any voting papers.

(e) In the event of any vote being tied the tie shall be resolved by the incoming Executive.

4.5 Indemnity for Executive

4.5.1 No Officer or member of the Executive shall be liable for the acts or defaults of any other Officer or member of the Executive or any loss occasioned thereby, unless occasioned by their willful default or by their willful acquiescence.

4.5.2 The Officers, Executive and each of its members shall be indemnified by the Club for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their willful default.

4.6 Filling Vacancies on Executive

4.6.1 If the position of any Executive member becomes vacant between Annual General Meetings that vacancy may be filled by the Executive.

4.7 Removal of Officers

4.7.1 Any officer or other member of the Executive may be removed by a resolution of a General Meeting of which prior notice was given in the notice of meeting and which is passed by a two-thirds majority of those present and voting.

4.7.2 Any member of the Executive absenting himself from three consecutive meetings without leave of absence from the Executive may be deemed to have vacated his office and the vacancy may be filled as provided in Rule 4.6.1 above.

4.8 Functions of the Secretary

4.8.1 The Secretary shall record the minutes of all General Meetings and Executive Meetings, and all such minutes when confirmed by the next such meeting and signed by the Chairperson of that meeting shall be prima facie evidence that the meeting was duly called and shall prima facie be a true and correct record of what occurred at that meeting.

4.8.2 The Secretary shall be responsible for the Club’s records, documents, and books, including arrangements for the archiving of such items.

4.8.3 The Secretary shall deal with and answer correspondence and perform such other duties as may be required by the Executive.

4.9 Functions of the Treasurer

4.9.1 The Treasurer shall keep such books of account as may be necessary to provide a true record of the Club’s financial position, report on the Club’s financial position to each Executive meeting, and present an annual Statement of Accounts (Income and Expenditure Account and Balance Sheet) to the Annual General Meeting together with a budget for the next financial year.

4.9.2 The Executive shall maintain bank accounts in the name of the Club, and two members of the Executive shall sign all cheques and withdrawal forms.

4.9.3 All money received on account of the Club shall be banked within seven days of receipt.

4.9.4 All accounts paid or for payment shall be submitted to the Executive for approval of payment.

4.9.5 The Club’s financial year shall commence on 1 April of each year and end on 31 March of the following year.

4.10 Appointment of Auditor

4.10.1 The Annual General Meeting each year shall appoint a suitably qualified person as auditor for the ensuing year.

5. GENERAL

5.1 Alterations of Rules

5.1.1 These Rules may be altered, added to or rescinded by any General Meeting of the Club.

5.1.2 Proposed alterations to these Rules shall be in writing and in the hands of the Secretary at least one month prior to the meeting at which the alterations are to be proposed. Notice of proposals shall be sent to members with the Notice of Meeting at least two weeks prior to the meeting. No alteration or amendment shall be effective unless it has been approved by 75% of the financial Full Members and Life Members present at the meeting.

5.2 Common Seal

5.2.1 The Executive shall adopt a Common Seal and may if necessary destroy it and substitute another. The Seal shall be in the custody of the Secretary. It shall be affixed to such documents as the Management Committee may from time to time direct in the presence of the President, Secretary and one other Executive Member.