Cook Islands (NZ) Society Rules

Rules of the Cook Islands (New Zealand) Society Wellington Incorporated

Taiate o te iti Tangata Kuki Airani o Nu Tireni nei o Poneke Akamana'ia

The Society

The name of the society is The Cook Islands (New Zealand) Society Wellington Incorporated ("The Society").

The Society is constituted by resolution dated 20 May 1970.

Registered Office

The Registered Office of the Society is 82 Ruskin Road Newlands, Wellington.

Purposes of Society

The purposes of the Society are to:

To be a recognized organization as a point of contact for all Cook Islanders residing in the greater Wellington area.

To foster the interests and opportunities for Cook Islanders who 'akapapa to the islands of Penrhyn, Pukapuka, Nassau, Rakahanga, Manihiki, Palmerston, Aitutaki, Rarotonga, Aitu, Mangaia, Mitiaro, Mauke..

To provide a venue and an opportunity for social gatherings and other leisure activities for any Cook Island person or group from New Zealand, Australia and also from the Cook Islands.

To promote Peu Maori, Akonoanga Maori, and Ngakau Maori.

To co-operate and work together with individuals, companies, corporations, local bodies, councils and other organisations.

To actively promote Cook Islands Maori in all areas where expertise and leadership are required, for example in areas of education, health, commerce, business, employment, sport, within New Zealand.

Management of the Society

Executive Committee

The Society shall have an Executive committee ("the Committee"), comprising of the following persons:

The Chair;

Vice Chair;

The Secretary;

Assistant Secretary

Treasurer

Assistant Treasurer

From time to time the committee may wish to second extra people onto the committee for a specific purpose and time

Only Members of the Society may be Committee Members.

Appointment of Committee Members

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

How large the Committee will be;

Who shall be the Chair, Vice Chair, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer

No one Committee Member may hold more than one position as an officer;

The term for each committee member should be for a period of two years minimum. Each
committee member will continue to be in the position for a maximum of six years, after which time they will need to stand down. How long each person will be a Committee Member ("the Term").

Cessation of Committee Membership

Persons cease to be Committee Members when:

They resign by giving written notice to the Committee.

They are removed by majority vote of the Society at a Society Meeting.

Their Term expires.

If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.

Nomination of Committee Members

Nominations for members of the Committee shall be called for at least 14 days before an Annual General Meeting. Each candidate shall be proposed and seconded in writing by Members and the completed nomination delivered to the Secretary. Nominations shall close at 5pm on the fifth day before the Annual General Meeting. (See also rule 21.4(b))

If the position of any Officer becomes vacant between Annual General Meetings, the Committee may appoint another Committee Member to fill that vacancy until the next Annual General Meeting.

If the position of any 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.

If any Committee Member is absent from three consecutive meetings without leave of absence the Chair may declare that person's position to be vacant.

Role of the Committee

Subject to the rules of the Society ("The Rules"), the role of the Committee is to:

Administer, manage, and control the Society;

Carry out the purposes of the Society, and Use Money or Other Assets to do that;

Manage the Society's financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;

Set accounting policies in line with generally accepted accounting practice

Delegate responsibility and co-opt members where necessary

Ensure that all Members follow the Rules;

Decide how a person becomes a Member, and how a person stops being a Member;

Decide the times and dates for Meetings, and set the agenda for Meetings;

Decide the procedures for dealing with complaints;

Set Membership fees, including subscriptions and levies;

Make regulations.

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.

All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the Chair shall have a casting vote, that is, a second vote.

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.

Roles of Committee Members

The Chair is responsible for:

Ensuring that the Rules are followed;

Convening Meetings and establishing whether or not a quorum (half of the Committee) is present;

Chairing Meetings, deciding who may speak and when;

Overseeing the operation of the Society;

Providing a report on the operations of the Society at each Annual General Meeting.

(a) The Assistant Chair is responsible for:

Ensuring that the Rules are followed;

To deputise for the Chair if and when the Chair is not available

To work with the Chair in gathering information to add to the Annual Report

The Secretary is responsible for:

Ensuring that the Rules are followed;

Recording the minutes of Meetings and ensuring that the Executive Committee and all registered members of the Society receive all meeting minutes at least two days before a scheduled meeting is to be held.

To send out a request for agenda items at least a week before a meeting.

To put together the meeting agenda for all scheduled meetings

Holding the Society's records and documents

Receiving and replying to correspondence as required by the Committee

To provide the Assistant Secretary with the required documentation and reports for the Annual General Meeting

The Assistant Secretary is responsible for:

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.

Advising the Registrar of Incorporated Societies of any rule changes

Keeping the Register of Members

To ensure that the call for the Executive Committee nominations are sent out to all registered members of the Society as least two weeks before the AGM

To assist the Secretary

The Treasurer is responsible for:

Ensuring that the Rules are followed;

Keeping proper accounting records of the Society's financial transactions to allow the Society's financial position to be readily ascertained;

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).

Providing a financial report at each scheduled meeting;

Providing financial information to the Committee as the Committee determines.

To provide the Assistant treasurer with the required documentation and reports for the Annual General Meeting

The Assistant Treasurer is responsible for:

Ensuring that the Rules are followed

Ensuring that documents are always ready for annual re-registration of the Society

To work with the assistant Secretary in preparing Annual Reports ready for the Annual General meeting

To assist the Treasurer

Committee Meetings

Committee meetings may be held via telephone conference, or other formats as the Committee may decide. Face to face meetings will always be the preferred option

The quorum for each Executive Committee Meeting shall be no less than four Committee Members;

Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting

The Chair shall chair Committee Meetings, or if the Chair is absent, the Vice Chair will chair that meeting;

Decisions of the Committee shall be by majority vote;

The Chair or person acting as Chair has a casting vote, that is, a second vote;

Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.

Society Membership

Types of Members

Any Cook Islands person or persons of Cook Islands descent living in New Zealand, shall be eligible for membership.

The spouse of any person in 4.1 above shall also be eligible for membership. Members have the rights and responsibilities set out in these Rules.

Life Members

A Life Member shall be elected at the Annual General Meeting on a majority of the Society Members. The nominee will have rendered outstanding services to the Society.

Nomination of a person for Life Membership shall be made in writing and signed by two financial members. Such nomination will be sent to the Secretary not less than 30 days prior to the Annual General Meeting.

A Life Member shall not be liable to pay any subscription but shall be entitled to vote at any general meeting of Club members and shall be entitled to all the benefits and privileges of the club and shall abide by the rules of the club any decisions made by the committee.

Admission of Members

To become a Member, a person ("the Applicant") must:

Each member shall pay to his or her annual subscription as may from time to time be determined by the Society at the AGM. Each subscription shall be accepted and officially receipted.

If a member fails to pay his or her subscription six months after the date appointed for the payment thereof, he or she shall not be entitled to take advantage of membership in any way until his or her subscription and/or arrears of subscription shall have been paid.

The Register of Members

The Assistant Secretary shall keep a up to date register of Members ("the Register"), which shall contain the names, the postal and email addresses and telephone numbers of all Members, and the dates at which they became Members.

The Register is the property of the Society and personal details of the members must only be used for the purposes of the Society

If a Member's contact details change, that Member shall give the new postal or email address or telephone number to the Secretary.

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

Members shall have reasonable access to the Register of Members.

Cessation of Membership

Any Member may resign by giving written notice to the Secretary.

Membership terminated in the following way:

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:

Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society;

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.

State that if, within 14 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.

State that if the Committee terminates the Member's Membership, the Member may appeal to the Society.

14 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.

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.

When the Member is heard at a Society Meeting, the Society may question the Member and the Committee Members.

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.

Obligations of Members

All Members (and Committee Members) shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.

Money and other assets of the society

Use of Money and Other Assets

The Society may only Use Money and Other Assets if:

It is for a purpose of the Society;

It is not for the sole personal or individual benefit of any Member; and

That Use has been approved by either the Committee or by majority vote of the Society.

Joining Fees, Subscriptions and Levies

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.

Additional Powers

The Society may:

Employ people for the purposes of the Society;

Exercise any power a trustee might exercise;

Invest in any investment that a trustee might invest in;

Financial Year

The financial year of the Society begins on the 1st April of every year and ends on 31st March of the next year.

Assurance on the Financial Statements

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.

The Committee is responsible to provide the Reviewer with:

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

Additional information that the reviewer may request from the Committee for the purpose of the review; and

Reasonable access to persons within the Society from whom the reviewer determines it necessary to obtain evidence.

Conduct of Meetings

Society Meetings

The Annual General Meeting shall be held once every year no later than five months after the Society's balance date. The Committee shall determine when and where the Society shall meet within those dates.

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.

The Assistant Secretary shall:

Give all Members at least 14 days Written Notice of the business to be conducted at any Society Meeting

Additionally, the Assistant Secretary will provide:

A copy of the Chair Report on the Society's operations and of the Annual Financial Statements as approved by the Committee,

A list of Nominees for the Committee, and information about those Nominees if it has been provided. (The Secretary must not provide Members with information exceeding one side of an A4 sheet of paper per Nominee)

Notice of any motions and the Committee's recommendations about those motions.

If the Assistant 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.

All Members may attend and vote at Society Meetings.

No Society Meeting may be held unless at least 6 of eligible Members attend. (This will constitute a quorum.)

All Society Meetings shall be Chaired by the Chair. If the Chair is absent, the Vice Chair is to Chair that meeting. Any person Chairing a Society Meeting has a casting vote.

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

Voices;

Show of hands; or

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 will have a casting, that is, second vote.

The business of an Annual General Meeting shall be:

Receiving any minutes of the previous Society's Meeting(s);

The Chair/President's report on the business of the Society;

The Treasurer's report on the finances of the Society, and the Annual Financial Statements;

Election of Committee Members;

Motions to be considered;

General business.

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

Receiving any minutes of the previous Society's Meeting(s);

The Chair/President's report on the business of the Society;

The Treasurer's report on the finances of the Society, and the Annual Financial Statements;

Election of Committee Members;

Motions to be considered;

General business.

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

Motions at Society Meetings

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 28 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 50% of eligible Members:

It must be voted on at the Society Meeting chosen by the Member; and

The Secretary must give the Member's Information to all Members at least 14 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.

The Committee may also decide to put forward motions for the Society to vote on ("Committee Motions") which shall be suitably notified.

Signing of documents

Signing of Documents

Documents should be signed by the Chair and one other committee member authorised by the Committee.

Altering the rules

Altering the Rules

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.

Any proposed motion to amend or replace these Rules shall be signed by at least 10% of eligible Members and given in writing to the Secretary at least 28 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.

At least 14 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.

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 Register of Incorporated Societies.

Bylaws

Bylaws to govern the Society

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

Winding up

If the Society is wound up:

The Society's debts, costs and liabilities shall be paid;

Surplus Money and Other Assets of the Society may be disposed of:

By resolution; or

According to the provisions in the Incorporated Societies Act 1908; but

No distribution may be made to any Member

The surplus Money and Other Assets shall be distributed to: - Te Punanga o te Reo Kuki Airani

Common Seal

The Common Seal of the Club shall be kept in the office of the Society

The Common Seal shall not be affixed to a document, instrument, deed writing, paper or other thing unless pursuant to a resolution of the Committee and in the presence of two members of the Committee who shall sign on behalf of the club as witnesses. Each fixture of the Common Seal shall require a separate resolution of the Committee.

Definitions

Definitions and Miscellaneous matters

In these Rules:

"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.

"Money or Other Assets" means any real or personal property or any interest therein, owned or controlled to any extent by the Society.

"Society Meeting" means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.

"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.

"Written Notice" means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.

It is assumed that

Where a masculine is used, the feminine is included

Where the singular is used, plural forms of the noun are also inferred

Headings are a matter of reference and not a part of the rules

Matters not covered in these rules shall be decided upon by the Committee