THE FEILDING AND DISTRICT ART SOCIETY INCORPORATED CONSTITUTION 23/02/2024
Charity Services: CC34427 NZBN 3429043183074 Society Number 1339281
1.0 NAME
The name of the Society is “The Feilding and District Art Society” (hereinafter in these rules referred to as “the Society”).
2.0 INTERPRETATION
In this Constitution, except where a different intention appears:
“Act” means the Incorporated Societies Act 2022
“Registrar” means the Registrar of Incorporated Societies.
3.0 OBJECTIVES
The main objectives of the Society shall be:
a) To establish the Manawatu Arts Centre in the town of Feilding and be responsible for governing the management and sourcing the funding of this Centre.
b) To foster enjoyment and participation in the visual arts and to enrich our community through the visual arts.
c) To create and promote opportunities for artists both experienced and beginning.
d) To nurture connections between artists, art groups, and potential artists.
e) To provide a safe and healthy, learning and teaching environment.
f) To be the art hub of the greater Manawatu area.
4.1 STRUCTURE OF THE SOCIETY
a) The Society will be administered by the Committee, consisting of a Chairperson, Secretary and Treasurer and not less than 2 or no more than 9 committee members who shall be accountable to and elected by the Society members at each Annual General Meeting. Any individual member as defined in Clause 6.0 a) shall be eligible for election.
b) Each member of the Committee shall retire at each Annual General Meeting, but any such retiring committee member shall be eligible for re-election under Clause 4.1 a)
i) Any Committee member wishing to resign as one of the Committee, may do so by written notice of his or her desire to resign. Such notice shall take effect from the date of receipt of such notice by the Committee. The continuing Committee shall have the power to appoint a further Committee member or members to fill any such vacancy until the time of the next Annual General Meeting when it shall elect a new Committee member or members pursuant to Clause 4.a)
ii) Subject to Clause 6.0 a) the Committee shall have the power to co-opt further Committee members and to fill any casual vacancy until the next Annual General Meeting.
4.2 MANAGEMENT OF THE SOCIETY
(a) The operation and affairs of a society must be managed by, or under the direction or supervision of, its Committee.
(b) The Committee has all the powers necessary for managing, directing, and supervising the operation and affairs of the society.
5.0 OFFICE
a) The registered office of the Society shall be at such a place as shall from time to time be determined by resolution of the Committee.
b) In accordance with provisions of Section 111 of the Act the secretary shall notify the Registrar in writing of any change in the situation of the registered office.
6.0 MEMBERSHIP
Any person subscribing to the Objectives of the Society shall be eligible to apply for membership of the Society.
a) The categories of membership shall include:
Individual Member
An Individual Member shall be any person who wishes to be a member of the Society in their own right. Individual Members have voting and associated members rights at Annual General Meetings.
Dual Membership
Two members of the same address are permitted dual membership at a levy less than two single memberships.
Youth Membership
Members under the rage of 18 years are permitted membership at a levy less than Individual Membership
Life Member
A Life Membership may be awarded by the Committee upon any person who has contributed significantly to the Society. Life Members shall be entitled to vote at meetings of the Society, but shall not be liable to pay membership fees. Life Membership cannot be applied for.
b) The Committee shall have the power to classify, alter, or extend the classes of membership from time to time.
c) Application for membership shall be made to the Secretary (or recognised agent) and every application shall be accompanied by the prescribed subscription.
d) Applicants for membership must sign the prescribed form agreeing to membership and an undertaking to abide by the Constitution.
e) Every application for membership shall be determined by the Committee (or recognised agent) who shall either grant membership to the applicant or decline the application. If the application is declined the subscription tendered by the applicant shall be immediately refunded.
f) It shall not be necessary for the Committee to give or assign any reason for declining a membership.
g) Any member may resign from the Society by giving one months’ notice in writing and paying to the date of his/her resignation, any arrears of subscription.
h) Any member whose subscription is in arrears and who continues to be in arrears after 3 calendar months from the due date of the subscription or 2 months from the notice of the arrears shall be deemed unfinancial and shall thereupon cease to be a member and shall no longer be entitled to receive any of the Society’s publications or notices to hold office or attend any meetings of the Society or any Committee or vote thereat.
i) If any member shall violate the Constitution or any regulations or by-laws made hereunder or shall have acted contrary or in opposition to the fundamental principles or objects for which the Society has been established or in any manner which should make it undesirable in the opinion of the Committee that the member should continue as a member, then the Committee may terminate membership and the Committee shall not permit that member to rejoin the Society except on terms satisfactory to it, provided however, that the member so expelled shall have the right to appear before the Committee for the purpose of explaining such conduct and in any such appeal the decision of the Society shall be final.
j) Contact details will be provided to the Registrar of two contact persons – being the Chairman and the Secretary.
k) The membership must always be a minimum of ten members.
7. SUBSCRIPTIONS
The subscriptions, fees or levies (if any) for membership shall be fixed by the Committee and approved by the Society.
8.0 ROLL OF MEMBERS
a) It shall be the duty of the Secretary of the Society to ensure that at all times an up-to-date Register of Members of the Society be kept in accordance with the provisions of Section 79 of the Act and the Register shall record the name of each member, that member’s contact details, the date on which each person became a member.
b) If and whenever required to do so by the Registrar the Secretary shall furnish the Registrar with a copy of the Register, together with a statutory declaration made by the Secretary verifying the same.
9.0 GENERAL MEETINGS OF THE SOCIETY
a) The Society shall meet at least once a year at an Annual General Meeting or at such other more frequent time as it deems fit. A meeting may be summoned at any time by the Chairperson or on request of ten (10) other members of the Society who shall give twenty-eight (28) days’ notice of such a meeting to the Chairperson.
b) Members shall be notified of General Meetings by the Secretary not less than fourteen days (14) days prior to each meeting.
c) The quorum for any General Meeting of the Society shall be eight (8) members present in person or represented by proxy.
d) If the Chairperson is not present to preside at a General Meeting the Society shall elect one of its members or a representative of one of its members present to preside at such a meeting.
10.0 PROCEEDINGS AT GENERAL MEETINGS OF THE SOCIETY
a) The Society at its Annual General Meeting shall conduct the following business:
i) To adopt the Minutes of the previous Annual General Meeting.
ii) Receive and consider an Annual Report
iii) Receive and consider an Annual Balance Sheet and Statement of Accounts for the last year.
iv) Elect the members of the Committee (Officers). All new Officers to the Committee must complete a Consent and Certificate of Officer form.
v) Members may request an Audit by a majority vote.
vi) Such other business which two-thirds of those members present in person or represented by proxy shall approve.
b) The Society shall be able to accept reject or amend any Annual Report or any proposed budget of income and expenditure.
c) No business except routine business shall be considered at any General Meeting other than that of which at least fourteen (14) days’ notice has been given to the Secretary.
11.0 VOTING AT MEETINGS OF THE SOCIETY
a) When at any meeting of the Society properly convened any question is put to vote, such vote shall be decided on voices, or upon the demand of three members present at the meeting, by show of hands or by secret ballot, at which voting papers shall be issued by the Chairperson and on conclusion of the voting , the votes shall be counted by two scrutineers appointed by those present at the meeting. Except where otherwise provided in the Constitution, or as resolved by the Society at the meeting, a majority vote of those members present shall in all cases be decisive. In the case of equality of votes the Chairperson shall have a second or casting vote. The ballot papers shall be destroyed by the scrutineers immediately after the meeting.
b) A declaration by the Chairperson that any question is carried or lost and an entry in the Minute book to that effect shall be conclusive evidence of the decision of the meeting.
c) Each member entitled to vote shall have one vote, except the Chairperson as provided for in Clause 11.a hereof.
d) Any member shall be entitled to vote by its accredited representative (Proxy vote) as notified by the Secretary or Chairperson in writing prior to the commencement of the meeting.
e) Where any member entitled to be present at any meeting of the Society is unable to attend, such member shall have the right to appoint a proxy to vote on such member’s behalf.
f) A member wishing to appoint a proxy shall complete, sign and lodge a formal notice with the Secretary at the registered office of the Society, at least forty-eight (48) hours before the time for the holding of the Meeting and no proxy shall be allowed to attend or vote at any Meeting unless this provision is complied with.
12.0 PROCEEDINGS OF THE COMMITTEE
a) The Committee shall meet at such times and places as they determine and shall elect a Chairperson from amongst their number at their first meeting.
b) The Chairperson shall preside at all the meetings of the Committee at which they are present. In the absence of the Chairperson from any meeting the Committee present shall appoint one of their number to preside at the time of such meeting.
c) The quorum of the meetings shall be no less than half the number of the Committee as shall be in office at the time of such meeting.
d) Each of the Committee personally present at the meeting shall have one vote. Questions arising at any meeting shall be decided by the majority of votes. In the case of equality of votes the Chairperson shall have a second or casting vote.
e) The Committee shall keep and record in writing Minutes of their meetings. The Committee may appoint a Secretary to fulfil such duties as are normally incidental to the office of Secretary and the Secretary need not be one of the Committee.
f) The Committee shall keep true and fair accounts of all money received and expended; and the Committee may appoint a Treasurer for this purpose who need not be one of the Committee.
13.0 COMMITTEE MEMBERS DUTIES AND POWERS
Every committee member has the title of “Officer”.
Duties: The elected officers have a duty to:
act in good faith and in the society’s best interests; exercise powers for a proper purpose; comply with the Act and the society’s constitution; exercise a duty of care; not create substantial risk or serious loss to creditors nor agree to the society incurring obligations that it cannot perform; declare any conflict of interest.
a) The Committee shall be at liberty to receive and accept from any person, firm, company, society, institution or entity whatsoever any gifts of money, investments and other property to become part of the assets of the Society.
b) In addition to the powers implied by the general law of New Zealand or contained in the Incorporated Societies Act 2022, powers which the committee may exercise in order to carry out the objects of the Society are as follows:
i) To (at the discretion of the Society) purchase, take or lease or in exchange or hire or otherwise acquire any real or personal property and any rights or privileges and to sell, exchange, mortgage, let on bail or lease with or without option of purchase or in any manner dispose of any such property or rights aforesaid.
ii) To borrow or otherwise raise money in such a manner as the Society may think fit.
iii) To invest any monies of the Society in such securities or investments as may be determined by the Committee with the same due care, diligence, and skill that a prudent person of business would exercise in managing the affairs of others.
iv) To enter into any contract or agreement for the purpose of attaining or furthering the objects of the Society.
v) To take any other steps from time to time incidental or conducive to the carrying out and attainment of the objects of the Society.
vi) The Committee to be responsible for any dispute resolution (refer 18.0).
14.0 PATRON
a) The Society may elect a suitable person, distinguished by reason of his or her having rendered public services, to fill the office of Patron.
b) The Patron need not be a member of the Society.
c) The Patron shall be entitled to receive notices of and to attend at any General Meeting of the Society.
15.0 FINANCE
a) The funds of the Society shall be kept in the name of Feilding and District Art Society Incorporated and shall be paid into an account at such bank or banks as the Committee shall determine.
b) Persons specifically appointed by the Committee are authorised to electronically approve withdrawals on the Society’s accounts, or as otherwise decided by resolution of the Committee. Such persons may be the Chairman, Secretary, Treasurer and Centre Manager, or any other committee members as determined by the Committee. A minimum of three such persons to be appointed, two of which shall be elected Society members.
c) A minimum of two electronically approved authorisations are required on all negotiable documents drawn on bank accounts of the Society (one of whom must be a Society member).
16.0 ANNUAL FINANCIAL STATEMENTS
a) The Treasurer shall at such time as the Registrar shall require in each year to deliver to the Registrar a statement containing the following particulars:
i) The income and expenditure of the Society during the past financial year.
ii) Its particulars of all mortgages, charges, securities, of any description (if any) affecting any property of the Society at the close of the financial year.
b) Prior to its transmission to the Registrar the said statement shall be submitted to the Committee and when transmitted it shall be accompanied by a certificate signed by an Officer of the Society to the effect that the statement has been submitted to and approved by the members of the Society at a General Meeting.
17.0 LEGAL PROCEEDINGS
No legal proceedings shall be commenced by or on behalf of the Society until and unless the same shall have been authorised by a resolution of the Committee.
18.0 DISPUTE RESOLUTION
The Act requires the procedures in a society’s constitution relating to disputes to be consistent with the rules of natural justice. (Refer Schedule 2 of the Act)
18.1. How complaint is made -
a) A member or an officer may make a complaint by giving to the committee (or a complaints subcommittee) a notice in writing that: states that the member or officer is starting a procedure for resolving a dispute in accordance with the society’s constitution; and sets out the allegation to which the dispute relates and whom the allegation is against; and sets out any other information reasonably required by the society.
b) The society may make a complaint involving an allegation against a member or an officer by giving to the member or officer a notice in writing that: states that the society is starting a procedure for resolving a dispute in accordance with the society’s constitution; and sets out the allegation to which the dispute relates.
c) The information given must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.
d) A complaint may be made in any other reasonable manner permitted by the society’s constitution.
18.2. Person who makes complaint has right to be heard -
a) A member or an officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
b) If the society makes a complaint the society has a right to be heard before the complaint is resolved or any outcome is determined; and an officer may exercise that right on behalf of the society.
c) Without limiting the manner in which the member, officer, or society may be given the right to be heard, they must be taken to have been given the right if: they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and an oral hearing (if any) is held before the decision maker; and the member’s, officer’s, or society’s written statement or submissions (if any) are considered by the decision maker.
18.3. Person who is subject of complaint has right to be heard -
a) This clause applies if a complaint involves an allegation that a member, an officer, or the society (the respondent): has engaged in misconduct; or has breached, or is likely to breach, a duty under the society’s constitution or bylaws or the Incorporated Societies Act 2022; or has damaged the rights or interests of a member or the rights or interests of members generally.
b) The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
c) If the respondent is the society, an officer may exercise the right on behalf of the society.
d) Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if: the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and an oral hearing (if any) is held before the decision maker; and the respondent’s written statement or submissions (if any) are considered by the decision maker.
18.4. Investigating and determining dispute
a) The society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its constitution, ensure that the dispute is investigated and determined.
b) Disputes must be dealt with under the constitution in a fair, efficient, and effective manner.
18.5. Society may decide not to proceed further with complaint.
Despite the clause 'Investigating and determining dispute' above, the society may decide not to proceed further with a complaint if: the complaint is trivial; or the complaint does not appear to disclose or involve any allegation of the following kind (that a member or an officer has engaged in material misconduct; that a member, an officer, or the society has materially breached, or is likely to materially breach, a duty under the society’s constitution or bylaws or the Incorporated Societies Act 2022; that a member’s rights or interests or members’ rights or interests generally have been materially damaged; the complaint appears to be without foundation or there is no apparent evidence to support it; or the person who makes the complaint has an insignificant interest in the matter; or the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or there has been an undue delay in making the complaint).
18.6. Society may refer complaint
a) The society may refer a complaint to: a subcommittee or an external person to investigate and report; or a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
b) The society may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).
18.7. Decision makers
A person may not act as a decision maker in relation to a complaint if 2 or more members of the committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be: impartial; or able to consider the matter without a predetermined view.
19.0 ALTERATION OF THE CONSTITUTION
a) Subject to Rule 19.d. these rules or any of them may be altered by way of repeal, amendment, addition or otherwise, by recommendation or approval of the Society and by a resolution passed by two-thirds majority of those present and entitled to vote at a duly convened Annual or General Meeting of the Society.
b) At least twenty-eight (28) days’ notice, setting out clearly the nature of every proposed alteration of these rules intended to be moved at an Annual or Special General Meeting shall be lodged with the Secretary.
c) Duplicate copies of every alteration to this Constitution shall forthwith be delivered to the Registrar in accordance with the requirements of Section 33 of the Act.
d) No alteration of these Rules will be permitted if the effect of such alteration is to detract or otherwise affect the charitable purposes for which the Society has been incorporated.
20.0 INDEMNITY OF OFFICERS
All Officers of the Society and Members of the Committee shall be indemnified by the Society from all losses, damages, and expenses incurred by them in or about the discharge of their respective duties, except such as happens from their own respective neglect or act contrary to the Constitution of the Society.
21.0 POWERS TO MAKE REGULATIONS ETC.
The Society shall have the power to make from time to time such regulations not inconsistent with the Constitution, as it may think necessary for the purposes of carrying out this Constitution and for the well-being of the Society and from time to time rescind or alter the same. No regulation or rescission or alteration of any regulation shall be made at any meeting of the Society unless every member of the Society has had at least twenty-eight (28) days’ notice of the meeting and of the proposed regulation, rescission, or alteration.
22.0 MATTERS UNPROVIDED FOR
If any question shall arise concerning any matter not provided for in this Constitution, the decision of the Society in General Meetings shall be final.
23.0 SOCIETY’S PUBLICATIONS
Any publication of the Society shall be under the general control of the Committee.
24.0 MISCELLANEOUS
Any Officer of the Society or any member of the Committee or any sub-committee hereof who shall become bankrupt or be convicted of any indictable offence shall immediately vacate office.
25.0 NOMINATION OF NOT-FOR-PROFIT BENEFICIARY
In the case of the Feilding and District Art Society Incorporated winding up, after the settlement of all debts and liabilities, the assets and/or surplus funds would be transferred to a charity associated with the visual arts in the Manawatu region.
