Constitution-By Laws

 

CONSTITUTION OF THE RUTHERFORD PROBUS CLUB OF NELSON 

INCORPORATED

PREAMBLE

To hold accreditation a Probus Club must have been sponsored by a Rotary Club and must adopt and comply with this Constitution.

The Rotary Club of Rutherford Nelson Incorporated is the sponsor of The Rutherford Probus Club of Nelson Incorporated.

The Probus Name and Emblem shall only be used in connection with the authorised Probus activities and in particular shall not be used for any commercial purpose without the written approval of Probus Centre South Pacific.

ARTICLE 1 – NAME

The name of the Club shall be THE RUTHERFORD PROBUS CLUB OF NELSON INCORPORATED.

ARTICLE 11 – AIMS AND OBJECTIVES

The purpose of the club shall be to advance the intellectual and cultural interests among adult persons who are retired or who are semi-retired from their former occupations.

The club will hold regular meetings and arrange activities to provide opportunities for fellowship, the development of acquaintances and social interaction.

The club shall strive to be seen as a worthwhile organisation by the local community.

The club shall be non-political and non-sectarian.

The club shall not be, or seen to be, a fund raising body. The club by a majority decision of its members may engage in corporate projects for social benefit provided that any such activity shall not involve the raising of funds and provided that individual participation in any such project shall be entirely voluntary.

ARTICLE 111 – MEMBERSHIP

Membership of this club shall, subject to the By-Laws, be open to retired and semi-retired professional and business people and others who have held positions of responsibility in any worthy vocation and who appreciate and value opportunities for social contact with others of similar circumstances.

Applicants for membership, with the exception of Foundation Members, must be sponsored by two members of the club and approved by the Executive Committee.

No person shall be denied membership of the club for reasons of race, religion, or political persuasion.

 

ARTICLE 1V – MANAGEMENT

The club shall be managed by an Executive Committee comprising the President, one or more Vice Presidents, the Secretary, the Treasurer and Committee members as provided by the By-Laws.

The club Officers and committee shall be elected annually in accordance with the By-Laws. The term of office of the President shall be one year, which may be extended to not more than two years if required due to special circumstances. The Foundation President may serve two successive terms if the club has been formed less than nine months before the first Annual General Meeting.

The club shall keep a register of members in which shall be recorded their name, residential address, email address, telephone and fax numbers and such other information as the club may reasonably require. It is a condition of membership of this club that each member irrevocably consents pursuant to the Privacy Act 1993 to the information detailed above being held by the club and being dealt with by the club in accordance with this Constitution and the club By-Laws.

 

ARTICLE V – MEETINGS

The General meetings and the Annual General Meeting shall be held as provided by the By-Laws. 

The Annual General Meeting for the election of Officers of the club shall be held before 31stMarch each year.

 

ARTICLE V1 – ANNUAL RETURNS

Upon formation and thereafter in April of each year, the club shall provide the information reasonably required by the Probus Centre South Pacific concerning membership, meeting arrangements and Officers for publication in the annual Directory of Probus Clubs.

ARTICLE V11 – SUBSCRIPTIONS

Members of the club shall pay an annual subscription as provided by the club By-Laws.

The subscription shall be set at a rate to include such capitation fee and insurance contribution as may reasonably be required by the Probus Centre South Pacific.

 

ARTICLE V111 – NON-PROFITABILITY

The income and property of the club however derived shall be applied solely in accordance with the Constitution and By-Laws towards the promotion of the objectives of the club and no portion thereof shall be paid or transferred directly or indirectly to members of the club provided that nothing herein shall prevent the payment in good faith of remuneration to any Officer or Member of the club for services rendered to the club.

ARTICLE 1X – WINDING UP

On winding up, the funds of the club shall not be distributed to Members but shall be donated to a charitable organisation which prohibits distribution of its funds to members.

ARTICLE X – BY-LAWS 

The club shall adopt By-Laws consistent with this Constitution embodying provisions for the operation of the club and may be amended as provided for in the By-Laws.

ARTICLE X1 – INCORPORATION

The club by resolution of its members may become an incorporated body under the laws of New Zealand provided the rules adopted for incorporation embody all of the provisions in this Constitution.

ARTICLE X11 – AMENDMENT

The name of the club as prescribed in this Constitution may be amended by simple resolution of any properly constituted meeting of members of the club.

Otherwise the constitution can only be amended on formal notice of an Annual General Meeting and with the written approval or direction by Probus Centre South Pacific.

 

THE PRESIDENT OF THE ROTARY CLUB OF RUTHERFORD NELSON INC.

 

THE PRESIDENT OF THE RUTHERFORD PROBUS CLUB OF NELSON INC.

 

BY-LAWS

OF THE RUTHERFORD PROBUS CLUB OF NELSON  INCORPORATED

 

ARTICLE 1 - TERRITORY

 Membership of The Rutherford Probus Club of Nelson Incorporated (hereafter known as the ‘Club’) shall be primarily from the Nelson City area extending from Cable Bay to Saxton Road.

 

ARTICLE 2 - MEMBERSHIP

 

(a) Membership of this Club shall be for retired or semi-retired couples.

 

(b) Reasonable participation in the meetings and activities of the club is a condition of membership. Attendance requirements can be excused at the discretion of the ExecutiveCommittee.

 

(c) Classes of Membership:

There are two classes of membership –

(1) Full Members. The number of Full Members shall not exceed 100.

 

(2) Excused Attendance Members– Excused Attendance - The Executive Committee may at its discretion designate any Full Member as an Excused Attendance Member for reasons of inability to participate in attending regularly. Excused Attendance members will not be included in the Full membership numbers of the Club, but will have all rights of a Full Member. They will not be required to pay membership fees.

 

 (d) There shall be no Honorary membership or Life membership of the Club.

 

(e) Application for Membership:

From time to time the Secretary will receive applications for membership. Application for membership shall be made on the prescribed form with joining couples nominated by two members. When applications have been approved by the Executive Committee, they will be kept in the date-order of when their application form is received by the Secretary. 

 

(f) When a vacancy occurs new members shall be inducted into the club in the date-order of their application as defined by the Secretary. In the event of bereavement the surviving spouse remains eligible for membership.

 

(g) From time to time the Committee will open or close the membership application list, keeping in mind that membership shall not exceed 100 Full Members.

 

(h) Confidentiality of Members details:

Members shall consent to their name, address, telephone numbers and email addresses being included in a list to be distributed to Club members or any administration centre for Probus Clubs but not otherwise.

 

ARTICLE 3 - CESSATION OF MEMBERSHIP

 

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

 

(b) A member will cease to be a member if subscriptions have not been paid by due date.

 

(c) A Member may have his or her Membership 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 Club, or acting in a manner to bring ill repute to the Club, the Committee may give written notice of this to the Member (“the Committee’s Notice”). 

 

The Committee’s Notice must:

            (i) Explain how the Member is breaching the Rules or acting in a manner

inconsistent with the purposes of the Club.

(ii) 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.

(iii) 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.

(iv) State that if the Committee terminates the Member’s Membership, the Member may appeal to the Club.

 

(b) 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 Club 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.

 

(c) If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at the next Club Meeting. 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 Club 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 Club Meeting.

 

(d) When the Member is heard at a Club Meeting, the Club may question the Member and the Committee Members.

 

(e) The Club shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Club’s decision will be final.

 

(d) Re-admission of former Members - any former Member who has resigned may apply for re-admission in the same way as a new applicant, but if the former Member's membership was terminated by the Committee or the Club, the Applicant shall not be readmitted without the approval of the Committee.

 

ARTICLE 4 - ATTENDANCE 

 

(a)  An attendance register for regular meetings shall be maintained.

(b)  Except for exceptional circumstances the attendance at regular meetings in any annual period should be fifty percent or better.

(c)  A default in attendance will require the member/s to satisfy the Executive Committee of their continued interest in membership of the Club and the Executive Committee may confirm membership with or without conditions or may withdraw membership.

(d)  On the appointment of any Excused Attendance members, further Full Member/s may be appointed up to the ceiling of 100 members.

(e)  Guests may be invited to attend a monthly meeting, a regular activity or special function, with the specific approval of the activity organiser or the President.

 

 

ARTICLE 5 - MANAGEMENT

 

(a)  The management of the Club shall be vested in an Executive Committee hereafter referred to as “The Committee” which shall have the power to carry out the objectives of the Club in all administrative detail, including management and control of Club finances and to fill any vacancy on The Committee or any subcommittee of the Club.

(b)  The Committee shall comprise the Club Officers of President, Vice President, Immediate Past President, Secretary, Treasurer, and committee members not exceeding four as may be elected by the members at the Annual General Meeting. The Immediate Past President shall be appointed Ex Officio and shall have no voting rights.

(c)  The Committee shall meet as required and a quorum shall comprise fifty percent of the members of The Committee.

 

ARTICLE 6 - CLUB OFFICERS

 

(a)  At each Annual General Meeting of members the following Club Officers will be elected;

                     President

                     Vice President

                     Secretary

                     Treasurer

                                    The office of secretary and treasurer may be combined.

(b)  The President and Vice President shall normally hold office for a term of one year only and the term of the Secretary and the Treasurer shall not be more than two years.

(c)  The President may preside at all meetings of the Club and publicly represent the Club and the Vice president may officiate in the absence of or at the direction of the President.

(d)  At the Annual General Meeting the members may elect up to four individual members to The Committee.

(e)  At the Annual General Meeting the members may appoint a suitably qualified Honorary Auditor or Honorary Accounts Reviewer, such person shall not be a member or have a pecuniary interest in the Club.

(f)  Members should seek gender balance in club office bearers.

 

ARTICLE 7 - SUBSCRIPTIONS AND FEES

 

(a)  The annual membership subscription will be decided by notice of motion at the Annual General Meeting.

(b)  The subscription for a joining membership couple throughout a financial year will equal the annual membership fee.

(c)   Member’s subscriptions are due and payable within sixty days of the Annual General Meeting. If not paid by due date, membership will lapse.

 

 

ARTICLE 8 - NOMINATION FOR OFFICE

 

(a)  An individual member nominated for office must be a financial member duly proposed and seconded by financial members.

(b)  At a general meeting or by written notice one month before the Annual General Meeting the Committee may and where practicable should, present to members nominations for office bearers for the following year.

(c)  Any nomination at the Annual General Meeting of an absentee member must be in writing and signed by the nominated absentee member.

(d)  If an election is required it may be by a show of hands or where requested by a majority of members present, by secret ballot.

(e)  In the event of a secret ballot scrutineers will be appointed by the meeting and they will destroy ballot papers after declaring the election result.

(f)  In the event of a tied result the President may exercise a casting vote.

 

ARTICLE 9 - FINANCIAL YEAR AND ACCOUNTS

 

(a)  In any one year, the financial year of the Club begins on the first of January and ends on the thirty first of December.

(b)  The Treasurer shall present to the Annual General Meeting the annual accounts of the Club as approved by the Honorary Auditor or the Honorary Reviewer.

(c)  The Committee will approve appropriate banking facilities.

(d)  It is not an objective of the Club to accumulate funds but all club funds must be clearly accounted for and this is a responsibility of the Committee.

 

ARTICLE 10 - FELLOWSHIP

 

(a)  It is a principle objective of the Club to provide members with opportunities for fellowship.

(b)  It is a function of The Committee to arrange a programme of activities for the members.

(c)  A regular activity is a General Meeting of members to be held monthly at a time and place arranged by The Committee and approved by members.

(d)  A General Meeting will normally have in attendance a guest speaker.

(e)  The Committee will encourage activity and interest groups for participation by members.

 

ARTICLE 11 - MEETINGS

 

(a)  General meetings will in normal circumstances be held monthly.

(b)  The Annual General Meeting shall be held in the month of March each year and members shall receive an annual report from the President and annual accounts.

(c)  Special General Meetings of the Club shall be convened by the Committee at their discretion or on the written request to the Committee of 15% of the financial members.

(d)  The Annual General Meeting and any Special General Meeting requires all members to have one month written notice setting out the purpose of the meeting and a copy of any motion, which is to be formally proposed.

(e)  Any notice of motion must be submitted in writing to the Secretary and must be communicated in writing to all members or read at a General Meeting of members prior to the meeting at which the motion is put.

(f)  A quorum for any General Meeting of members is twenty five per cent of financial members.

(g)  Voting at a General Meeting shall be by a show of hands except when a ballot is requested which will require the support of a majority of members present.

(h)  The President or other presiding officer shall have a casting as well as deliberative vote.

 

ARTICLE 12 – COMMON SEAL

 

The Club shall have a Common Seal. A document shall be executed on behalf of the Club if -

(a)  The Common Seal is attached to the document and

(b) The document is signed by one of the President, Vice President or Secretary and countersigned by one other member of the Committee.

 

ARTICLE 13 - AMENDMENT/WAIVER

 

(a)  These By-Laws may be amended by a notice of motion at an Annual or SpecialGeneral Meeting with the approval of two thirds of financialmembers present at the meeting.

(b) Where the By-laws are being amended notice to members must conform with Article 11.

 

Note:

CHANGES TO THESE BYLAWS – (Regarding amendments – relating to membership, were approved at the 21stMarch, 2017 AGM). These changes were considered and approved by the Executive Committee on 14thMay 2018

 

 

SIGNED    Helen Hoby………………………………….PRESIDENT