THE RULES OF
The name of the society is Motorcycle Action Group Of New Zealand Incorporated ("the Society").
1.2 The Society is constituted by resolution dated 21st August 2010.
2.0 Purposes of Society
2.1 The purposes of the Society are to:
(a) to preserve and protect the rights of New Zealand motorcyclists;
(b) encourage and promote safe motorcycling among members and the community;
(c) to provide information for its members;
(d) to organise or participate in any charitable event as approved by the committee;
(e) do anything necessary or helpful to the above purposes in clause 3.1(a) to (d)
2.2 Pecuniary gain is not a purpose of the Society.
MANAGEMENT OF THE SOCIETY
3.0 Managing Committee
3.1 The Society shall have a managing committee (“the Committee”), comprising the following persons:
(b) Vice President;
3.2 Only Members of the Society may be Committee Members.
3.3 There shall be a minimum of two Committee Members, in addition to the Officers.
4.0 Appointment of Committee Members
4.1 At a Society Meeting, the Members may decide by majority vote:
(a) How large the Committee will be;
(b) Who shall be the President, Vice President, Secretary, and Treasurer;
(c) Whether any Committee Member may hold more than one position as an officer;
(d) How long each person will be a Committee Member (”the Term”).
5.0 Cessation of Committee Membership
5.1 Persons cease to be Committee Members when:
(a) They resign by giving written notice to the Committee.
(b) They are removed by majority vote of the Society at a Society Meeting.
(c) Their Term expires.
5.2 If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.
6.0 Nomination of Committee Members
6.1 Nominations for members of the Committee shall be called for at least 28 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. All retiring members of the Committee shall be eligible for re-election.
6.2 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.
6.3 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.
6.4 If any Committee Member is absent from three consecutive meetings without leave of absence the President may declare that person’s position to be vacant.
7.0 Role of the Committee
7.1 Subject to the rules of the Society (“The Rules”), the role of the Committee is to:
(a) Administer, manage, and control the Society;
(b) Carry out the purposes of the Society, and Use Money or Other Assets to do that;
(c) Manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
(d) Set accounting policies in line with generally accepted accounting practice
(e) Delegate responsibility and co-opt members where necessary
(f) Ensure that all Members follow the Rules;
(g) Decide how a person becomes a Member, and how a person stops being a Member;
(h) Decide the times and dates for Meetings, and set the agenda for Meetings;
(i) Decide the procedures for dealing with complaints;
(j) Set Membership fees, including subscriptions and levies;
(k) Make regulations.
7.2 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.
7.3 All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the President shall have a casting vote, that is, a second vote.
7.4 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.
8.0 Roles of Committee Members
8.1 The President is responsible for:
(a) Ensuring that the Rules are followed;
(b) Convening Meetings and establishing whether or not a quorum (half of the Committee) is present;
(c) Chairing Meetings, deciding who may speak and when;
(d) Overseeing the operation of the Society;
(e) Providing a report on the operations of the Society at each Annual General Meeting.
8.2 The Vice President is responsible for:
To assist the President and to stand when the President is unavailable.
8.3 The Secretary is responsible for:
(a) Recording the minutes of Meetings;
(b) Holding the Society's records, documents, and books except those required for the Treasurer’s function;
(c) Notifying Members of meetings;
(d) Receiving and replying to correspondence as required by the Committee;
(e) 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.
(f) Advising the Registrar of Incorporated Societies of any rule changes;
8.4 The Treasurer is responsible for:
(a) Keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained;
(b) Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies’ accounting policies
(c) Providing a financial report at each Annual General Meeting;
(d) Providing financial information to the Committee as the Committee determines.
9.0 Committee Meetings
9.1 Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide;
9.2 No Committee Meeting may be held unless six Committee Members attend;
9.3 The President shall chair Committee Meetings, or if the President is absent, the Vice President will chair that meeting;
9.4 Decisions of the Committee shall be by majority vote;
9.5 The President or person acting as President has a casting vote, that is, a second vote;
9.6 Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.
9.7 Subject to these Rules, the Committee may regulate its own practices;
9.8 The President or his nominee shall adjourn the meeting if necessary.
9.9 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The President may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
10.0 Types of Members
10.1 Membership may comprise different classes of membership as decided by the Society.
10.2 Members have the rights and responsibilities set out in these Rules.
11.0 Admission of Members
11.1 To become a Member, a person (“the Applicant”) must:
(a) Complete an application form, if the Rules, Bylaws or Committee requires this; and
(b) Supply any other information the Committee requires; and
(c) Make payment of a Membership subscription as determined by the Committee.
11.2 The Committee may interview the Applicant when it considers Membership applications.
11.3 The Committee shall have complete discretion when it decides whether or not to allow the Applicant become a Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.
12.0 The Register of Members
12.1 The Society shall keep a 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.
12.2 If a Member’s contact details change, that Member shall give the new postal or mail address or telephone number to the Secretary.
12.3 Each Member shall provide such other details as the Committee requires.
12.4 Members shall have reasonable access to the Register of Members.
13.0 Cessation of Membership
13.1 Any Member may resign by giving written notice to the Secretary.
Membership can be terminated in the following way:
(a) 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;
(b) if a Member dies;
(c) If a Member fails to pay any subscription due within three (3) months of payment becoming due.
14.0 Obligations of Members
14.1 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
15.0 Use of Money and Other Assets
15.1 The Society may only Use Money and Other Assets if:
(a) It is for a purpose of the Society;
(b) It is not for the sole personal or individual benefit of any Member; and
(c) The Secretary and Treasurer may authorise payments to the value of $100 to be ratified at the next Committee Meeting
(d) That Use has been approved by either the Committee or by majority vote of the Society.
16.0 Additional Powers
16.1 The Society may:
(a) Employ people for the purposes of the Society;
(b) Exercise any power a trustee might exercise;
(c) Invest in any investment that a trustee might invest in;
(d) Borrow money and provide security for that if authorised by Majority vote at any Society Meeting.
17.0 Financial Year
17.1 The financial year of the Society begins on 1st April of every year and ends on 31st March of the next year.
18.0 Assurance on the Financial Statements
18.1 The Society shall appoint an Auditor to audit the annual financial statements of the Society. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Society’s 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 Society. If the Society 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 Committee is aware that is relevant to the preparation of the financial statements such as records, documentation 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.
Conduct of meetings
19.0 Society Meetings
19.1 A Society Meeting is either an Annual General Meeting or a Special General Meeting.
19.2 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.
19.3 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 Membership.
19.4 The Secretary shall:
(a) Give all Members at least 14 days Written Notice of the business to be conducted at any Society Meeting
(b) Additionally, the Secretary will provide, where appropriate:
(i) A copy of the President’s Report on the Society’s operations and of the Annual Financial Statements as approved by the Committee,
(ii) 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)
(iii) Notice of any motions and the Committee’s recommendations about those motions.
(iv) If the 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.
19.5 All Members may attend and vote at Society Meetings.
19.6 The quorum for general meetings of the Society is four Committee Members and 15 Members.
19.7 All Society Meetings shall be Chaired by the President. If the President is absent, then the Vice president will Chair the meeting. Any person Chairing a Society Meeting has a casting vote.
19.8 On any given motion at a Society Meeting, the President shall in good faith determine whether to vote by:
(b) Show of hands; or
(c) 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 President will have a casting, that is, second vote.
(d) a member has one vote only;
(e) decisions at meeting shall be determined by a majority of votes cast.
(f) no vote shall be given by proxy;
(g) no member whos subscription is in arrears shall be entitled to vote.
19.9 The business of an Annual General Meeting shall be:
(a) Receiving any minutes of the previous Society’s Meeting(s);
(b) The Chair/President’s report on the business of the Society;
(c) The Treasurer’s report on the finances of the Society, and the Annual Financial Statements;
(d) Election of Committee Members;
(e) Motions to be considered;
(f) General business.
19.10 The President or his nominee shall adjourn the meeting if necessary.
19.11 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair/President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair/President may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
20.0 Motions at Society Meetings
20.1 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 10% of the Members:
(a) It must be voted on at the Society Meeting chosen by the Member; and
(b) 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.
20.2 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
21.0 Signing of Documents
21.1 Documents should be signed by whomever is authorised by the Committee.
Altering the rules
22.0 Altering the Rules
22.1 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.
22.2 Any proposed motion to amend or replace these Rules shall be signed by at least four Committee Members and 15 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.
22.3 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.
22.4 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 Registrar of Incorporated Societies.
23.0 Bylaws to govern the Society
23.1 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.
24.0 Winding up
24.1 If the Society is wound up:
(a) The Society’s debts, costs and liabilities shall be paid;
(b) Surplus Money and Other Assets of the Society may be disposed of:
(i) By resolution; or
(ii) According to the provisions in the Incorporated Societies Act 1908; but
(c) No distribution may be made to any Member;
(d) The surplus Money and Other Assets shall be distributed within New Zealand to:
(i) New Zealand Spinal Trust 2009
26.0 Definitions and Miscellaneous matters
26.1 In these Rules:
(a) “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.
(b) “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
(c) “Society Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
(d) “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.
(e) “Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
(f) It is assumed that
(i) Where a masculine is used, the feminine is included
(ii) Where the singular is used, plural forms of the noun are also inferred
(iii) Headings are a matter of reference and not a part of the rules
(g) Matters not covered in these rules shall be decided upon by the Committee.