Rules

The Rules (Constitution) of the Hutt Valley Irish Society, Incorporated
  1. Name
    1. The name of the Society is "Hutt Valley Irish Society (Incorporated)" (hereinafter called "the Society").
  1. Registered Office
    1. The registered office of the Society shall be at 12 Raroa Road, Lower Hutt, or such other place as the Committee shall from time to time determine.
  1. Objects
    1. The objects of the Society shall be:
      1. To promote and maintain Irish traditions and cultures.
      2. To promote and maintain private social intercourse, convenience and comfort of persons of Irish birth, descent or association, and
      3. To hold a licence to sell and supply liquor for consumption on the Society's premises.
  1. Affiliation
    1. The Society may be affiliated to any National organisation which in the view of the Management Committee furthers the interests and Objects of the Society.
  1. Membership
    1. Membership shall be available to persons of Irish descent and those with a close interest in the objects of the Society.
    2. Every application for membership shall be in writing endorsed by two financial members of the Society.
    3. Each application shall be approved by a majority of the members of the Committee.
  1. Termination of membership
    1. Membership of the Society may be terminated in the following ways:
      1. By a member resigning his or her membership at any time by notice in writing delivered personally or posted to the Secretary.
      2. By non-payment of the annual subscription, and
      3. By any member infringing any rule or regulation or misconducting himself or herself.
    2. Any decision terminating membership for non-payment of subscription or infringing any rule or regulation or misconduct shall be made by a majority of the members of the Committee.
    3. The member whose membership is under consideration shall be allowed to offer an explanation verbally or in writing to the Committee and shall receive not less than three days notice of the Committee meeting at which his or her membership is to be considered.
    4. Upon the Committee terminating any membership the member shall cease forthwith to be a member of the Society.
  1. Subscription
    1. The annual subscription shall be determined by the membership at the Annual General Meeting of the Society and shall be payable within such time and in such manner as the Annual General Meeting decides.
    2. In addition to the annual subscription each member may be required to pay a levy to assist in funding any special project which the membership at an Annual or Special General Meeting agrees to undertake on the recommendation of the Committee.
  1. Meeting of Members
    1. An Annual General Meeting of the members of the Society shall be held year at a time and place nominated by the Committee.
    2. The business of the Annual General Meeting shall be to receive and consider:
      1. The report of the Committee on the affairs of the Society for the past financial year,
      2. The accounts of the Society for past financial year,
      3. The election of the Officers and Committee of the Society, and
      4. Any motion which may be duly submitted to the meeting.
    3. A member wishing to bring any motion before the Annual General Meeting shall give written notice thereof to the Secretary fourteen days before the date of the meeting.
    4. A Special General Meeting may be called by the Committee at any time and shall be called at the written request of ten financial members of the Society. Any such meeting shall have the same powers as an Annual General Meeting.
    5. Notice of Annual General Meeting or Special General Meeting shall be given to members in writing at least twenty-one days before the date of such meeting. Such notice shall specify the date, time and place of such meeting, the type of meeting and the business to be discussed.
  1. Procedure of Meetings
    1. Twenty-five members personally present or twenty-five per cent of the financial members of the Society, whichever is the lesser, shall form a quorum. There must be a quorum present at the start of and throughout the meeting.
    2. The President, and in his or her absence, any other member elected by the membership, shall be Chairman of the meeting.
    3. Voting shall be, other than for the election of Officers and Committee, by a show of hands unless not less than one-third of the membership present at the meeting request a poll.
    4. Each financial member shall be entitled to exercise one vote on any motion before the Annual general Meeting.
    5. Resolutions passed at any General Meeting shall be conclusive and binding on all members of the Society whether present at the meeting or not.
  1. Management and Appointment of Committee
    1. The affairs of the Society shall be managed by a Committee comprising the President, Vice President, Secretary, Treasurer and six individual members of the Society to be elected annually at the Annual General meeting of members.
    2. Written nomination for the Committee shall be lodged with the Secretary not less than two days prior to the date of the Annual General Meeting.
    3. Every retiring member of the Committee shall be eligible for re-election.
    4. If in any year the number of members nominated for the Committee is not more than six, the person nominated shall, at the Annual general Meeting, be declared the elected members of the Committee for the ensuing year.
    5. If in any year the number of members nominated for the Committee exceeds six, the candidates to be elected to the Committee shall be determined by a secret ballot held at the Annual General Meeting.
    6. If in any year the number of members nominated for the Committee is less than six, those nominated shall be deemed to be elected to the Committee at the Annual General Meeting. At that meeting, the Chairman shall invite nominations from the remaining positions on the Committee, and if an election is necessary, a secret ballot shall be held.
    7. Any vacancy occurring on the Committee between one Annual General meeting of the Society and the next may be filled by the Committee. A person appointed to fill such vacancy shall retire at the next Annual General Meeting.
    8. The Committee may appoint Sub-Committees from amongst its members or from among other members of the Society who are not members of the Committee and:
      1. May fix the quorum
      2. May delegate any of its powers to such Sub-Committees, and
      3. May make rules for regulating the proceedings of the Sub-Committee.
    9. Each Sub-Committee shall have the right to co-opt, as it thinks fit, such member or members of the Society to be a member or members of such Sub-Committee. A co-opted member shall have the same rights as an ordinary member of the Sub-Committee.
  1. Officers and their Election
    1. The Officers of the Society shall comprise a President, a Vice President, a Secretary and a Treasurer.
    2. The President, a Vice President, a Secretary and a Treasurer shall be elected annually at the Annual General Meeting of the Society by secret ballot.
    3. Any vacancy occurring between one Annual General Meeting of the Society and the next may be filled by the Committee. The person appointed to fill such vacancy shall retire at the next Annual General Meeting.
  1. The Committee
    1. The Committee shall determine when it shall meet, adjourn and otherwise regulate its meetings as it thinks fit.
    2. At any meeting of the Committee the President, if present, shall preside. In the absence of the President the Vice President shall preside. In the absence of both the President and the Vice President, the members present shall elect one of their number to chair the meeting.
    3. Each member of the Committee present shall be entitled to exercise one vote. Questions arising at any meeting shall be decided by a majority of votes. The Chairman of the meeting shall a deliberative vote, and in the event of an equality of votes, a casting vote also.
    4. Five members personally present at the beginning of and throughout the meeting shall form a quorum.
    5. Without prejudice to the general powers conferred by the Rules the Committee shall have the following powers:
      1. It shall be responsible for the management of the affairs of the Society including the control and investment of the Society's funds.
      2. It may make bylaws and regulations for the internal conduct of the Society and engage such staff as may be necessary for the conduct of the Society.
      3. It may build, purchase, lease, rent hold and/or furnish any building or premises for the use of members of the Society and may from time to time dispose of some or part thereof.
      4. It may make and give receipts, releases and other discharges for moneys payable to the Society and for claims and demands of the Society.
      5. It shall make provision for the opening and operation of such bank account or accounts as may be deemed necessary for the purposes of the Society.
      6. It may invest and deal with any any moneys of the Society upon such security and in such manner as it thinks fit and it may from time to time vary such investments.
      7. It may adopt and give effect to a scheme for the payment of pensions or other retiring allowances to employees of the Society.
      8. It shall keep minutes of all meetings of the Committee and Sub-Committees and of all general meetings of members.
      9. It shall ensure that proper books of accounts are kept by the Treasurer who shall present regular financial statements to the Committee and an annual statement of income and expenditure, together with a balance sheet, to the members of the Annual General Meeting.
      10. It shall exercise all the rights, powers and duties which under these rules are required to be performed by the Committee.
    6. Personal Benefit: - No member of the Hutt Valley Irish Society (or any person associated with a member) shall participate in, or materially influence any decision made, in respect of the payment to or on behalf of that member (or associated person) of any income, benefit, or advantage whatsoever. Any such income shall be reasonable and relative to that which would be paid in an arms length transaction (ie. should be at open market rates or value).
  1. Finance
    1. All moneys received on account of the Society shall be paid into the account of the Society with its Bankers and shall be acknowledged by an Officer of the Society.
    2. All cheques drawn upon the Bankers of the Society shall be signed in such manner and by such persons as the Committee shall from time to time determine.
    3. Cheques or other negotiable instruments paid or payable to the Society's Bankers for collection requiring the endorsement of the Society may be endorsed by such person or persons as the Committee shall from time to time appoint.
    4. The Treasurer shall keep a proper account of the income and expenditure of the Society and of the matters in respect of which such income and expenditure arises and takes place respectively and of the property, credits and liabilities of the Society, and books to be provided for that purpose, and shall produce the accounts, books, properly written up, when required by the Committee.
    5. The financial year of the Society shall be from the 1st day of April in one year to the 31st day of March in the next year.
    6. All proceeds from the sale of liquor upon the premises shall belong to the Society.
    7. The Society shall not make any distribution whether by way of money, property or otherwise howsoever to any Proprietor, member, or shareholder.
  1. Borrowing
    1. If at any time the Society at General Meeting shall pass a resolution authorising the Committee to borrow money, the Committee shall thereupon be empowered to borrow for the purpose of the Society, such amount of money, either at one time or from time to time and at such rate of interest and in such form and manner and upon such security as shall be specified in such resolution.
    2. If at any time the Society in General Meeting shall pass a resolution authorising the Committee to guarantee the payment of money or the performance of any obligations or undertaking by any person firm company or society, the Committee shall thereupon enter into such agreements in relation thereto as the Committee may deem proper to give effect to such resolution.
  1. Alteration of Rules
    1. The Rules of the Society may be altered, added to or rescinded or otherwise amended by resolution passed by a two-thirds majority of those present at a General Meeting of which twenty-one days notice has been given, provided that no amendments shall be permitted if it in way affects the non-profit status of the Society.
    2. Every such notice shall set forth the purpose of the proposed alteration. addition, rescission or other amendment.
    3. Duplicate copies of every such alteration, addition, rescission or amendment shall forthwith be delivered to the Registrar of Incorporated Societies in accordance with the provisions of the Incorporated Societies Act.
  1. By-Laws
    1. The Committee shall have the power to make, alter or rescind By-Laws and Regulations not inconsistent with these Rules for the conduct and behaviour of members or any other matter related to the affairs of the Society.
    2. Any By-Laws or Regulations shall take effect and become binding on all members fourteen days after notice of the By-Laws or Regulations have been given by circular letter to all members, unless within that time, written notice of objections signed by ten members is received by the Secretary, in which case such notice shall be deemed to be a requisition for the purpose of convening a Special General Meeting of the members.
    3. No addition to or alteration of the objects, personal benefit clause or the winding up clause shall be made which affect the tax-exempt status/not-for-profit status. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
  1. Notice
    1. Any notice required to be given to a member shall be deemed to have been duly delivered if posted to the last known address of the member.
  1. Common Seal
    1. The Society shall have a common seal which shall be kept in the custody and control of the Solicitor for the time being of the Society.
    2. The Society shall execute any document of whatsoever nature pursuant to resolution of the Committee passed for the purpose by affixing the common seal in the presence of the President and Secretary.
  1. Winding Up
    1. The Society may be wound up by the resolution of a simple majority of the financial members present at any General Meeting of the Society and at a subsequent General Meeting called for the purpose not less than thirty days later.
    2. Notice of the passing of such resolution shall be given by the Committee to the Registrar of Incorporated Societies.
    3. In the event of such winding up the property of the Society shall, subject to the payment of its debts and liabilities and the costs and expenses of the winding up, and the payment of any donations to approved Charities resolved by the Members in General Meeting, be transferred to the National Council for the New Zealand Federation of Irish Societies upon trust:
      1. To pay the proceeds of a Society set up in the Hutt Valley with the same objects as this Society upon that Society attaining a membership of 100 members, or
      2. In the event of no such replacement Society being established within five years of the winding up of the Society, to apply the proceeds to the general purposes of the Federation of Irish Clubs and Societies.
  1. Indemnity
    1. The members of the Committee and the Societies' Officers shall be indemnified by the Society from all losses and expenses incurred by them in or about the discharge of their respective duties except as shall result from their own respective wilful default.
    2. No member of the Committee or any Officer shall be liable for the acts or defaults of any other member of the Committee or Officer or for any loss or expense happening to the Society unless the same shall happen from his or her own wilful default.