Rules of the New Zealand Chinese Association Incorporated - Rules as at 27 April 2007 PDF Print

RULES

OF

NEW ZEALAND CHINESE ASSOCIATION

INCORPORATED

Rules as at 27 April 2007

Table of Contents

  1. Name
  2. Interpretation
  3. Objects
  4. Powers
  5. Membership
  6. Register of Members
  7. Subscription
  8. Conference
  9. Special General Meetings
  10. Executive
  11. Branches
  12. Account and Audit
  13. Banking, Investing and Borrowing Powers
  14. Alterations to Rules
  15. By-laws
  16. Common Seal
  17. Registered Officer
  18. Notices
  19. English to Prevail
  20. Dissolution

THE INCORPORATED SOCIETIES ACT 1908

RULES OF

NEW ZEALAND CHINESE ASSOCIATION INCORPORATED

  1. Name

    The Association shall be called "New Zealand Chinese Association Incorporated" (hereinafter referred to as "the Association").

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  2. Interpretation

    In these Rules unless the context otherwise requires:

    "the Act" means the Incorporated Societies Act 1908 as modified or replaced by any statute for the time being in force.

    "Branch" means a body established by the Conference pursuant to rule 11 (a)

    "Branch Member" means a member of a Branch.

    "Chinese" means:

    1. a person of Chinese descent; or
    2. a spouse of a Chinese person; or
    3. a civil union partner or de facto partner of a Chinese person; or
    4. an adopted child of a Chinese person; or
    5. a child or adopted child of the spouse of a Chinese person; or
    6. a birth parent or adoptive parent of a Chinese person.

     

    "Conference" means the Annual General Meeting of the Association described in rule 8(a).

    "Delegate" subject to rule 8(k) means the person or persons nominated to attend the Conference or a Special General Meeting on behalf of a Branch.

    "Executive Committee" means the officers of the Association described in rule 10(a)(i)(vii).

    "Executive Officer" means an officer of the Association described in rule 10(a)(i)(v).

    "Member" means a Branch of the Association.

    "Poll Delegate" means a Delegate nominated by each Branch to attend the Conference or a Special General Meeting of the Association and vote in accordance with the directions of such Branch on a poll issue.

    "National Secretary" means the National Secretary elected at the Conference pursuant to rule 10 (c).

    Whenever the singular is used and when required by the context it shall include the plural, and the neuter gender shall include the masculine and feminine and vice versa.

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  3. Objects

    The objects of the Association are as follows:

    Through itself or through its Branches:

    1. To provide for Chinese residents in New Zealand the means of mutual help, social interchange and recreation and to promote the intellectual, moral and physical well-being of the Chinese in New Zealand and to unite and co-operate for cultural and educational progress and to deal with all matters concerning the welfare of Chinese in New Zealand.

    2. To assist in establishing Chinese language schools and classes and to make provision for public lectures and addresses and debates for the education and entertainment of Chinese in New Zealand.

    3. To provide halls and meeting places, clubs, buildings and premises where Members can meet for any of the purposes of the Association.

    4. To be and to remain non political and non religious.

    5. To encourage the New Zealand authorities to establish Chinese language classes.

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  4. Powers
    1. To purchase lease exchange or hold any real or personal property whatsoever or grant any easements therein or thereon requisite for any of the objects of the Association or which may in any way be used conveniently in connection with any such objects.

    2. To provide funds for the objects of the Association or any of them and for that purpose to borrow or raise money and to give security in any manner over the whole or any part of the real or personal property of the Association.

    3. To accept from any person or persons any bond mortgage or other security and to receive or recover from any person or persons any moneys owing or payable in respect of any bond mortgage or other security and to take such steps for the recovery of such moneys as the Association may in its discretion think fit.

    4. To improve manage develop work and maintain or sell lease let sublet exchange surrender mortgage charge dispose of or otherwise deal with and turn to account all or any property real or personal of the Association or any interest therein and to lend invest or deposit on mortgage or any other security and to erect construct alter renovate and maintain any property real or personal of the Association in such a manner as the Association may think fit.

    5. To receive and take any gift devise or bequest of property real and/or personal for any of the purposes of objects of the Association whether subject to any special trust or not but so that the Association may nevertheless decline or refuse to accept any gift or donation.

    6. To remunerate any person or company for services rendered or to be rendered in or about the organization or formation of the Association or the conduct of its affairs.

    7. To engage secretaries, treasurers, agents, solicitors, auditors, and any other persons for the purpose of carrying out any of the objects of the Association.

    8. To do or cause to be done any act matter or thing which may seem to the Association capable of being conveniently or advantageously carried on in conjunction with any of the objects of the Association or to directly or indirectly affirm promote or consolidate any of the said objects and to do all such things as the Association thinks necessary and incidental or conducive to the attainment of the objects of the Association or any of them.

    9. To enforce the rules of the Association on each Branch.

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  5. Membership
    1. The members of the Association shall be the Branches of the Association as at the date of adoption of these Rules and duly constituted pursuant to the previous Rules of the Association as adopted in 1978 and amended in 1987 together with such other Branches as may from time to time be constituted by a decision of Conference.

    2. The Association may at the Conference by resolution passed in accordance with Rule 8(d) and supported by a majority of not less than three-quarters of those entitled to vote strike off any Branch as a Member of the Association and upon being struck off the Branch shall cease to have any rights to the Association and shall under no circumstances have any claim whatsoever upon the Association or its property or effects.

    3. Branches and Branch Members shall be entitled to the benefits of the Association.

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  6. Register of Members
    1. The Association shall keep a register of its Members containing among other things the address and date on which the Branch became a Member.

    2. The Association shall from time to time when required by the Registrar so to do under Section 22 of the Incorporated Societies Act 1908 send to him a list of the names and addresses of its Members accompanied by a statutory declaration verifying that the list has been prepared by an officer of the Association.

    3. Each Branch shall keep a Register of its Branch Members containing their names and addresses.

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  7. Subscription

    The Conference shall determine whether any subscriptions, levies, or fees can be set and recovered from Branches

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  8. Conference
    1. An Annual General Meeting of the Association (called “the Conference”) consisting of the Delegates representing each Branch shall be held every year in the month of June or such other time as may have been decided by a previous Conference (provided that such annual meetings shall not be more than 15 months after the date of the last annual meeting) at a place date and hour to be fixed by the Executive for the following purposes:

      1. To receive from the outgoing Executive a report and audited financial statements for the preceding financial year..

      2. To transact any other business of which notice has been given in writing to the National Secretary not less than two months before the date of the Conference and any urgent matters which may be brought forward for consideration during the Conference by one Branch and which has been supported by one other Branch.

      3. To elect the Executive Officers.

    2. Three months notice specifying the place date and hour of the Conference shall be given to each Branch secretary.

    3. At the commencement of the Conference the Delegates present shall elect from amongst their number a Chairman for each session who shall comprise a Council of Chairmen. The Council shall decide which one of their number shall preside at each session of the Conference.

      1. At any Conference a resolution put to the vote of the meeting shall be decided on a show of hands of those delegates present unless a poll is (before or on the declaration of the result of the show of hands) demanded

        • by the chairman; or
        • by at least 2 Delegates present in person.
      2. Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

      3. The demand for a poll may be withdrawn.

    4. Except as provided in rule 8 (g), if a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

    5. In the case of an equality of votes on a show of hands the Chairman of the session of the meeting at which the show of hands takes place shall be entitled to a second or casting vote. The Chairman shall have no casting vote on any poll.

    6. A poll demanded on the election of Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll.

    7. On a show of hands every Delegate present in person shall have one vote. On a poll only the Poll Delegates elected by each Branch shall be entitled to vote.

    8. Prior to the Conference each Branch shall appoint:

      1. a Delegate or Delegates that will be entitled to vote on a show of hands on behalf of the Branch at the Conference, such Delegate or Delegates to have one vote each;

      2. a Poll Delegate to vote on a poll on behalf of the Branch at the Conference.

    9. The secretary of each Branch shall advise the Secretary in writing of the Delegate or Delegates and the Poll Delegate so appointed not less than 3 days before the commencement of the Conference. A Branch may appoint substitute Delegates or a Poll Delegate in the event that the Delegate or Poll Delegate as the case may be is absent from the Conference or is otherwise unable to vote and shall notify the Secretary of such appointment in writing not less than 24 hours before the commencement of the Conference.

    10. The Executive Officers shall also have the right to appoint two (2) delegates to the Conference and each such delegate shall have one vote.

    11. Delegates from not less than one half of the Branches of the Association shall constitute a quorum.

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  9. Special General Meetings
    1. The Executive Committee may at any time for any purpose call a Special General Meeting and must do so upon the request of three (3) of the Branches. Such request shall be in writing by those Branches addressed to the Secretary and shall state the purpose for the meeting being requested. The Executive Committee shall give notice of such Special General Meeting within 7 working days of receipt of such request to every Branch secretary.

    2. The notice sent to each Branch Secretary above shall specify the place date and hour of the meeting, such meeting date to be not less than 30 days but not more than 60 days after the notice is sent. If the Executive Committee fails to call a Special General Meeting as hereinbefore provided those Branches may convene a Special General Meeting to be held not later than one month after such default.

    3. At the commencement of the Special General Meeting the Delegates present shall elect from amongst their number a Chairman.

    4. In respect of the procedure and conduct before, during and after the meeting, except as provided by Rule 8(b) and (c), all the Rules that apply for the Conference shall apply for a Special General Meeting.

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  10. Executive Committee

    1. The Executive Committee shall consist of the following:

      1. a National President

      2. a National Vice President

      3. a National Secretary

      4. a National Chinese Secretary

      5. a NationalTreasurer

      6. one member to be appointed by each Branch Committee

      7. the immediate Past President who shall act in an advisory capacity to the Executive and shall have no voting rights.
    2. The National President and National Vice President shall be elected annually at the Conference but no person may hold the same office in the Association for more than three consecutive years.

    3. The National Secretary, National Chinese Secretary and the National Treasurer shall be elected annually at the Conference.

      .
    4. All nominations for Executive Officers shall be received by the National Secretary at least 30 days before the Conference, provided in the event that no nominations are received for any of the positions or position then the nominations for any such position shall remain open until the commencement of the election for that position pursuant to rule 10.

      1. The election of Executive Officers shall commence with the election of the National President followed by the election of the other officers.

      2. If the first vote for the election of any Executive Officer results in an equality of vote then a second vote shall be cast by all Poll Delegates present.

      3. If the second vote results in an equality of vote, a third vote shall be cast by the Poll Delegates but for the purposes of this vote, only the vote of a Poll delegate representing a Branch of which the Poll delegate is a resident member shall be counted.

      4. If the third vote results in an equality of vote and one of the nominees is the incumbent officer for the position being voted on then that person shall be declared duly elected to that position.

      5. If the third vote for the election of National President results in an equality of vote and none of the nominees is the incumbent officer for that position then notwithstanding rule 8 (f) the outgoing National President shall have a casting vote.

      6. If the third vote for the election of the National Vice President, National Secretary, National Chinese Secretary or National Treasurer results in an equality of vote and none of the nominees are the incumbent officers for these positions then notwithstanding rule 8 (f) the newly-elected National President shall have a casting vote.

    5. In the event that any Executive Committee member appointed pursuant to Rule 10(a)(vi) would be disqualified by section 151 of the Companies Act 1993 from being a director of a company, or is convicted of a crime that is punishable by imprisonment under the Crimes Act 1961, that party shall immediately be expelled from the Executive Committee. Upon expulsion the Branch that appointed that party may appoint a new Executive Committee member in his or her place.

    6. In the event that any other Executive Committee member elected pursuant to Rule 10(b) and (c) falls within the situations described in Rule 10(f) that party shall immediately be suspended from the Executive Committee until such time as the position of that member is considered at a Special General Meeting or at Conference whichever is sooner..

    7. In the event that any Executive Officer elected pursuant to Rule 10(b) or 10(c) resigns, is disqualified or dies prior to the next Conference the vacancy shall be filled by election at a Special General Meeting called within 2 months of the notice of resignation or disqualification or death of the Officer or at Conference, whichever is the sooner, for the purpose of electing a replacement Officer.

    8. The Executive Committee shall meet to transact the business and manage the affairs of the Association at such times as shall be agreed by the Executive Committee and not less than two times in the Financial year of the Association.

    9. A majority of Executive Committee members shall form a quorum for all purposes of the Executive Committee. Any resolution may be passed by a simple majority.

    10. Each Executive Officer shall hold office until the next Conference or until removed from office by special resolution of the Association at a Special General Meeting.

    11. The Executive Officers shall conduct the correspondence of the Association and shall keep the records thereof and in addition shall keep minutes of its meetings and those of any sub-committee. The Executive Officers shall forward to the Branches copies of the minutes of Executive Committee meetings. All correspondence with the Branches shall be in English and where appropriate also in Chinese.

    12. The Executive Committee may from time to time appoint from among its members such sub-committees as it shall deem expedient or necessary and may depute or refer to them such powers and duties of the Executive Committee as the Executive Committee may determine. Sub-committees shall conduct their business in accordance with the direction of the Executive Committee and report periodically to the Executive Committee.

    13. The Executive Committee shall have the authority to govern and control the affairs property and funds of the Association and to exercise the functions and powers of the Association, except that:-

      1. It shall conform with any resolution of the Association at a Special General Meeting or at Conference.

      2. It shall not have any function or power that is required by these rules to be exercised by the Association in any Special General Meeting or Conference.

    14. The Executive Committee shall use its best endeavours to ensure that it does not exercise its authority functions or powers in a manner contrary to the expressed views of the Conference.

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  11. Branches

    1. The Conference may establish branches of the Association throughout New Zealand for the purposes of more effectively promoting the objects of the Association in those places.

    2. Every Branch shall be entitled to make provision for the management and organization of the affairs of its Branch within its area of operation provided it acts at all times consistently with the Rules of the Association and the direction and control of the Executive.

    3. A General Meeting of each Branch shall be held every year to:-

      1. receive the Branch Committee's report and the Branch's financial statements for the preceding financial year.

      2. elect by the majority vote of the Branch Members Officers and such other Committee members as voted by the Branch Members.

      3. transact any Branch Business

      4. transact any other business raised by a Branch Member and seconded by another Branch Member.

    4. Upon the adoption of these Rules the Conference shall not establish a Branch unless that Branch is constituted as a body corporate with rules that are in all respects consistent with these Rules.

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  12. Account and Audit

    1. The financial year of the Association shall begin on the 1st day of March of each year and end on the last day of February of the year following..

    2. As soon as practicable after the close of each financial year the financial statements of the Association shall be prepared and duly audited by a member of the Institute of Chartered Accountants of New Zealand. Such auditor shall be appointed at Conference.

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  13. Banking, Investing and Borrowing Powers

    1. All moneys received by the Association shall be banked by the Treasurer into the Bank Accounts of the Association in such Bank or Banks as the Executive Committee shall from time to time decide. Any cheques drawn on the Bank Accounts shall be signed by any two members of the Executive Committee who are so duly authorized. All other documents required to be signed in connection with the Bank Accounts shall be executed in like manner.

    2. The surplus funds of the Association may be invested by the Executive Committee in such securities as the Executive Committee may from time to time approve. All deeds and other documents in connection with such investments shall be taken in the name of the Association and all dividends and interest arising out of such investments shall go to augment the funds of the Association.

    3. Subject to the approval of Conference or at Special General Meeting, the Association may from time to time raise or borrow any sum or sums of money for the purpose of the Association on the security of any or all of the Association’s property assets or effects from time to time and may secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as they shall think fit.

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  14. Alteration to Rules

    1. Subject to Section 21 of the Act these Rules or any of them may be altered added to repealed or amended by a resolution in that behalf passed by a majority of not less than three-fourths of the Delegates as, being entitled so to do, vote in person or by poll vote at a Special General Meeting of which 30 days but not more than than 60 days specifying the intention to propose the resolution has been given subject always to the proviso that any alteration to the Rules will not alter the charitable nature of the Association.

    2. The National Secretary shall commit such alteration addition repeal or amendment to the Rules to writing in triplicate and shall have the Common Seal of the Association affixed to each copy in the presence of at least three Delegates and shall deliver the original and one copy therefore to the Registrar of Incorporated Societies together with a Statutory Declaration made by a Delegate of the Association to the effect that the said alteration addition repeal or amendment has been made in accordance with the Rules of the Association.

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  15. By-laws

    The Conference or a Special General Meeting shall have power from time to time to make alter and revoke by-laws for the internal management of the Association by a majority vote of the Delegates present at any meeting provided seven (7) days’ notice in writing is given to each Branch.

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  16. Common Seal

    The seal of the Association shall have the name of the Association engraved or inscribed thereon and shall be kept in the custody of the National Secretary and shall not be used except with the written authority of a majority of the Executive Committee. The seal shall be affixed in the presence of two Executive Committee members duly authorized by the Executive Committee.

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  17. Registered Office

    The registered office of the Association shall be at Level 1, 23-25 Marion Street, in the City of Wellington unless the Conference shall otherwise direct.

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  18. Notices

     

    1. Every notice to be given to any Branch or to any Branch Member pursuant to any of these Rules shall be deemed to be sufficiently given and served if posted or delivered to the address, or sent by email or facsimile to the email address or facsimile number appearing in the Association’s Branch register.

    2. the loss delay or non-delivery of any notice sent or delivered to any Branch or Branch Member shall not invalidate or prejudice any resolution passed or election made or other thing done by the Association.

    3. Any notice if given or served by post email or facsimile, shall be deemed to have been given or served;

      1. in the case of notice by post or delivery 24 hours after the letter containing the same is posted or delivered and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed or sent and put into the post office or a pillar box.

      2. in the case notice by email immediately after the notice is transmitted to the recipient and in proving such service it shall be sufficient to prove that such notice was correctly transmitted to the address last notified to the Secretary by the recipient.

      3. in the case of notice by facsimile immediately after the letter containing the notice was sent by facsimile and in proving such service it shall be sufficient to prove that such letter was properly sent to the correct facsimile number.

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  19. English to Prevail

    If there is any difference in the interpretation between the English and Chinese version of correspondence the English version shall prevail.

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  20. Dissolution

    1. The Association may be wound up voluntarily if the Association at a General Meeting specially convened for the purpose of considering the winding up or dissolution of the Association and the disposal of the assets thereof passes a resolution requiring the Association to be wound up and the resolution is confirmed at a subsequent General Meeting called together for the purpose and held not earlier than thirty days after the date on which the resolution so to be confirmed was passed.

    2. If, upon the winding up or dissolution of the Association, there remains after the satisfaction of all costs and its debts liabilities, any property or assets whatsoever, the same shall not be paid to or distributed among the Members of the Association but shall be given or transferred to some other institution or institutions within New Zealand having objects similar to the objects of the Association and which prohibit the distribution of its or their income and property among its own Members to an extent at least as great as is imposed on this Association such institution or institutions within New Zealand to be determined by the Members by a majority of not less than two-thirds of the Branches present at the meeting and entitled to vote at or before the time of dissolution or in default thereof by the High Court of New Zealand or in the absence of any institution then to such public charity or public charities within New Zealand as the Court may determine.

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We certify that these are the Rules of the New Zealand Chinese Association Inc as amended on the 3 March 2007

Kai Shek Luey, President

Harvey Wu, Secretary

Anita King, Secretary