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(Why Constitution)
The name of the Association is Grafton Residents’ Association Incorporated (“the Association”).
In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
The purpose of the Association is:
The Association shall maintain the minimum number of Members required by the Act.
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
Every applicant for membership must consent in writing to becoming a Member.
A Member ceases to be a Member—
with effect from (as applicable)—
A Member who has ceased to be a Member under this Constitution—
The Association must keep minutes of all General Meetings.
An Annual General Meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by the Committee and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.
The Annual General Meeting must be held no later than the earlier of the following 6 months after the balance date of the Association.
The business of an Annual General Meeting shall be to —
The Committee must, at each Annual General Meeting, present the following information —
From the end of each Annual General Meeting until the end of the next, the Association shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
The Committee has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the Association, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Association) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee —
The Committee and any Sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee or Sub-committee meeting.
Other than as prescribed by the Act or this Constitution, the Committee or any Sub-committee may regulate its proceedings as it thinks fit.
The quorum for Committee meetings is at least half the number of members of the Committee.
A meeting of the Committee may be held either —
A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.
The members of the Committee shall elect one of their number as chairperson of the Committee. If at a meeting of the Committee, the chairperson is not present, the members of the Committee present may choose one of their number to be chairperson of the meeting. The chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee.
Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.
The Committee shall meet at least every two months (with the exception of December / January) at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.
The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 Working Days’ notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.
Every Officer must be a natural person who —
Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Association, namely —
Prior to election or appointment as an Officer a person must —
Note that only a natural person may be an Officer and each certificate shall be retained in the Association’s records.
At all times each Officer:
Nomination for Officers shall be called for at least 30 working days prior to the date set for of the Annual General Meeting.
That Call for Nominations will be addressed to the Member at the contact address notified to the Association and recorded in the Association’s register of members. The Call for Nominations will not be invalidated simply because one or more Members do not receive the Notice.
Each Nomination must be signed by a proposer and seconder, both of whom must be financial Members of the Association, and the completed Nomination Form must be delivered to the Secretary no later than 15 working days prior to the date of the Annual General Meeting.
The election of Officers shall be conducted as follows.
The term of office for all Officers elected to the Committee shall be 1 year, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.
No Officer shall serve for more than 10 consecutive terms.
No Chairperson shall serve for more than 10 consecutive years as Chairperson.
An Officer shall be removed as an Officer by resolution of the Committee or the Association where in the opinion of the Committee or the Association —
with effect from (as applicable) the date specified in a resolution of the Committee or Association.
An Officer ceases to hold office when they resign (by notice in writing to the Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
Each Officer shall within 5 working days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers and other property of the Association held by such former Officer.
An Officer or member of a Sub-committee who is an Interested Member in respect of any Matter being considered by the Association, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) —
Disclosure must be made as soon as practicable after the Officer or member of a Sub-committee becomes aware that they are interested in the matter.
An Officer or member of a Sub-committee who is an Interested Member regarding a matter —
Where 50 per cent or more of Officers are prevented from voting on a matter because they are interested in that matter, a Special General Meeting must be called to consider and determine the matter, unless all non-interested Officers agree otherwise.
Where 50 per cent or more of the members of a sub-committee are prevented from voting on a matter because they are interested in that matter, the Committee shall consider and determine the matter.
The Association shall keep an up-to-date Register of Members.
For each current Member, the information contained in the Register of Members shall include —
Every current Member shall promptly advise the Association of any change of the Member’s contact details.
The Association shall also keep a record of the former Members of the Association. For each Member who ceased to be a Member within the previous 7 years, the Association will record:
The Committee shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.
A Member may at any time make a written request to the Association for information held by the Association.
The request must specify the information sought in sufficient detail to enable the information to be identified.
The Association must, within a reasonable time after receiving a request —
Without limiting the reasons for which the Association may refuse to provide the information, the Association may refuse to provide the information if —
If the Association requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 working days after receiving notification of the charge, the Member informs the Association —
Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.
The funds and property of the Association shall be —
The Committee shall maintain bank accounts in the name of the Association.
All money received on account of the Association shall be banked within 7 working days of receipt.
All accounts paid or for payment shall be submitted to the Committee for approval of payment.
The Committee must ensure that there are kept at all times accounting records that —
The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Association.
The Association’s financial year shall commence on 01/04 of each year and end on 31/03 (the latter date being the Association’s balance date).
A dispute is a disagreement or conflict involving the Association and/or its Members in relation to specific allegations set out below.
The disagreement or conflict may be between any of the following persons—
The disagreement or conflict relates to any of the following allegations—
A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that —
The Association 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 —
The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
A complaint may be made in any other reasonable manner permitted by the Association’s Constitution.
All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Association’s activities.
The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
A Member or an Officer may make a complaint by giving to the Committee a notice in writing that:
The Association 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:
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.
A complaint may be made in any other reasonable manner permitted by the Association’s constitution.
Person who makes complaint has A right to be heard
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.
If the Association makes a complaint:
Without limiting the manner in which the Member, Officer, or Association may be given the right to be heard, they must be taken to have been given the right if:
This clause applies if a complaint involves an allegation that a Member, an Officer, or the Association (the respondent):
The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
If the respondent is the Association, an Officer may exercise the right on behalf of the Association.
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 Association 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.
Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner.
Despite the clause ‘Investigating and determining dispute’ above, the Association may decide not to proceed further with a complaint if:
The Association may refer a complaint to:
The Association 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).
A person may not act as a decision maker in relation to a complaint if two or more Members of the committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:
The Association may be liquidated in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to put the Association into liquidation.
The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to put the Association into liquidation must be passed by a two-third majority of all Members present and voting.
The Association may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to remove the Association from the Register of Incorporated Societies.
The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to remove the Association from the Register of Incorporated Societies must be passed by a two-third majority of all Members present and voting.
If the Association is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Association’s debts and liabilities, that property must be used to further a charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005 and in line with the Association’s purposes.
All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as outlined in section 31 of the Act.
The Association may amend or replace this Constitution at a General Meeting by a resolution passed by a simple majority of those Members present and voting.
That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this Constitution.
Any proposed resolution to amend or replace this Constitution shall be signed by at least 50 per cent of eligible Members and given in writing to the Committee at least 15 Working Days before the General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.
At least 10 Working Days before the General Meeting at which any amendment is to be considered the Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Committee has.
When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.
If the Association is registered as a charity under the Charities Act 2005 the amendment shall also be notified to Charities Services as required by section 40 of that Act.
The Association will have a common seal that must be kept in the custody of —
The common seal may be affixed to any document: