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THE SOCIETY
1.0 Name 1.1 The name of the society is Arts and Design of New Zealand Incorporated (ADNZ, ”the Society"). 2.0 Registered Office 2.1 The Registered Office of the Society is 30 Green Lane East, Remuera, Auckland 1050, New Zealand. 3.0 Purposes of Society 3.1 The purposes of the Society are to:
MANAGEMENT OF THE SOCIETY 4.0 Centre Board and Officers 4.1 The Officers of Arts and Design of New Zealand Incorporated shall be:
4.3 If the position of an Officer becomes vacant for any reason, a replacement may be elected at a Centre Board meeting. To be eligible for election, nomination must be made in writing to the Centre Board no less than fourteen days before the meeting from two Centre Board members. 4.4 The Society shall have a managing Centre Board (“the Board”). The Centre Board is a body of elected or appointed members who together make decisions and oversee the operation of ADNZ. The Centre Board shall be responsible for governing Arts and Design of New Zealand Incorporated and, subject to this Constitution, may exercise all the powers of Arts and Design of New Zealand Incorporated and do all things that are not expressly required to be undertaken at a General Meeting. 4.5 The Centre Board shall comprise of: Three persons or corporates, representing executive panel, appointed by the President of ADNZ. (Appointed Board Members) Two persons or corporates, representing Life Members, elected by all Life Members. (Elected Board Life Members) Two persons or corporates, representing all types of members, elected by all members. (Elected Board Members) 4.6 The election of the President and the Officers of ADNZ shall be held every three years by the members of Centre Board. The President and the Officers of ADNZ shall only be elected from the Centre Board Members. 4.7 The election of the Elected Board Life Members and Elected Board Members shall be held every three years at the Annual General Meeting, before the election of the President and the Officers of ADNZ. To be eligible for the election, nomination must be made in writing to the Centre Board no less than fourteen days before the Annual General Meeting, seconded by three Senior or Life Members, including one Board Member. 4.8 If the position of an Elected Board Member becomes vacant for any reason, a replacement may be elected at an Annual General Meeting as set in Rules 4.7. 4.9 All Board Members of ADNZ are unpaid volunteers. 4.10 A Centre Board Member may be an Officer but may not hold more than one position as an Officer. 4.11 Only Senior Member or Life Member may become a Board Member. A Centre Board member may be re-elected or re-appointed to the Centre Board. An Officer may be re-elected as an Officer. 4.12 The Centre Board meets at least twice a year. 4.13 The first President of ADNA who prior to the commencement of the Centre Board shall be elected by all initial members of ADNZ at their first meeting. 5.0 Cessation and Appointment of Centre Board Membership 5.1 Persons or corporates cease to be Centre Board Members when: They resign by giving written notice to the Centre Board. They are removed by two-third majority vote at a Centre Board Meeting. Their Term expires. 5.2 If a person or a corporate ceases to be a Centre Board Member, that person or corporate must within ten days give to the Centre Board all Society documents and property. 5.3 If the position of any Officer becomes vacant between Centre Board Meetings, the President of ADNZ may appoint another Centre Board Member to fill that vacancy until the next Centre Board Meeting. 5.4 If the position of any Elected Board Life Member or Elected Board Member becomes vacant between Annual General Meetings, the President of ADNZ may appoint another member of the Society to fill that vacancy until the next Annual General Meeting. 5.5 If any Centre Board Member is absent from three consecutive meetings without leave of absence, the President of ADNZ may declare that person’s or corporate’s position to be vacant. 6.0 Role of the Centre Board 6.1 Subject to the rules of the Society (“The Rules”), the role of the Centre Board is to: Administer, manage, and control the Society; Carry out the purposes of the Society, and Use Money or Other Assets to do that; Manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings; Set accounting policies in line with generally accepted accounting practice Delegate responsibility and co-opt members where necessary Ensure that all Members follow the Rules; Decide how a person or a corporate becomes a Member, and how a person or a corporate stops being a Member; Decide the times and dates for Meetings, and set the agenda for Meetings; Decide the procedures for dealing with complaints; Set Membership fees, including subscriptions and levies; Make regulations. 6.2 The Centre Board has all of the powers of the Society, unless the Centre Board’s power is limited by these Rules. 6.3 All decisions of the Centre Board 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. 6.4 Decisions of the Centre Board bind the Society, unless the Centre Board’s power is limited by these Rules. 7.0 Roles of Officers and Centre Board Members 7.1 The President is responsible for: Ensuring that the Rules are followed; Convening Meetings and establishing whether or not a quorum is present; Chairing Meetings, deciding who may speak and when; Overseeing the operation of the Society; Providing a report on the operations of the Society at each Annual General Meeting. 7.2 The Vice President is responsible for: Assisting the President in all his/her responsibilities set in the Constitution. Serving in the President’s place while the President is away. Helping in overseeing internal operations and relationships of the Society. Taking over temporarily the position of the President if the President resigns for any reason until the next Centre Board Meeting and until the replacement can be lined up. 7.3 The Secretary is responsible for: Recording the minutes of Meetings; Keeping the Register of Members; Holding the Society's records, documents, and books except those required for the Treasurer’s function; Receiving and replying to correspondence as required by the Centre Board; 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. Advising the Registrar of Incorporated Societies of any rule changes; 7.4 The Treasurer is responsible for: Keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained; Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies’ accounting policies as set in Rules 16.1. Providing a financial report at each Annual General Meeting; Providing financial information to the Centre Board as the Centre Board determines. 8.0 Centre Board Meetings 8.1 Centre Board meetings may be held via video or telephone conference, or other formats as the Board may decide. No Centre Board Meeting may be held unless more than half of the Board Members attend or represented. 8.2 The President shall chair Centre Board Meetings (the Chairperson), or if the President is absent, the Vice President shall chair that meeting. The Chairperson has a casting vote, that is, a second vote. 8.3 Decisions of the Centre Board shall be by majority vote. Voting shall generally be conducted by voices or by show of hands as determined by the Chairperson of the meeting, unless a secret ballot is required by the Chairperson or by three Centre Board Members. 8.4 Board Members present at a Centre Board Meeting, or given his/her/its power of attorney to another Centre Board Member, may vote at that Centre Board Meeting. Centre Board Members may only give his/her/its power of attorney to another Centre Board Member. 8.5 The Chairperson of a Centre Board Meeting shall adjourn the meeting if necessary. 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. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. SOCIETY MEMBERSHIP 9.0 Types of Members 9.1 Individual Members Any person over the age of 16 years, except a person suspended or expelled from ADNZ, shall be eligible for membership of ADNZ. The liability of an individual member shall be limited to his/her annual subscription. 9.2 Corporate Members Any qualified corporate with at least three years professional experience in arts or design may apply for corporate membership. The corporate membership shall be approved at a Centre Board meeting. The liability of a corporate member shall be limited to its annual subscription. 9.3 Senior Members Any Individual Member or Corporate Member, after five years of continuing annual subscription, shall receive the senior membership. The liability of a senior member shall be limited to his/her/its annual subscription. 9.4 Life Members Life membership may be granted in recognition and appreciation of outstanding service by a person or a corporate for the benefit of ADNZ. Any person or corporate may be nominated for life membership of ADNZ but must be nominated by at least three members of ADNZ, including two Centre Board Members. Such Life Members shall be exempt from all subscriptions and shall have all the rights and privileges of a Senior Member. Nomination must be made to the Centre Board in writing setting out the grounds for the nomination no less than fourteen days before the Centre Board Meeting. Life membership of such nominee shall only be obtained at a Centre Board Meeting. Every person or corporate who prior to the commencement of this Constitution was awarded the distinction of life membership by ADNZ shall be deemed to be a Life Member. 9.5 Members have the rights and responsibilities set out in these Rules. 10.0 Admission of Members 10.1 To become a Member, a person or a corporate(“the Applicant”) must: Complete an application form; and Supply any other information the Centre Board requires. The Centre Board shall have complete discretion when it decides whether or not to allow the Applicant become a Member. The Centre Board shall advise the Applicant of its decision, and that decision shall be final. 11.0 The Register of Members 11.1 The Secretary shall keep a register of Members (“the Register”), which shall contain the names, the postal or email addresses, and telephone numbers of all Members, and the dates at which they became Members. 11.2 If a Member’s contact details change, that Member shall give the new postal or email address or telephone number to the Secretary. 11.3 Each Member shall provide such other details as the Centre Board requires. Members shall have reasonable access to the Register of Members. The collection of any personal information for the Register of Members shall comply with the Privacy Act 1993. 11.4 Members are entitled to all benefits, advantages, and privileges conferred by this Constitution. 12.0 Cessation of Membership 12.1 Membership terminates in the following way: A Member resign by sending notice to the Secretary. A Member’s annual subscription is overdue. If, for any reason whatsoever, the Centre Board is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society, the Centre Board shall have complete discretion when it decides whether or not to terminate a Member’s membership. The Centre Board shall advise the Member of its decision, and that decision shall be final. 12.2 The membership is not transferable. 12.3 The membership annual subscription fees is not transferable and not refundable. 12.4 If a membership ceases, the Member must within ten days give to the Centre Board all Society documents and property. 13.0 Obligations of Members 13.1 All Members shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute. 13.2 All Members shall pay by due date the annual subscription fees determined by the Centre Board. Life Members shall be exempt from all annual subscriptions as set in Rules 9.4. MONEY AND OTHER ASSETS OF THE SOCIETY 14.0 Joining Fees, Subscriptions and Levies 14.1 The Centre Board shall determine any membership annual subscription fees or other fees payable by each Member, having regard to an operating budget prepared and made available by the Centre Board. 15.0 Financial Year 15.1 The financial year of the Society begins on the 1st day of April of every year and ends on the 31st of March of the next year. 16.0 Finances 16.1 The Centre Board shall appoint an accountant-auditor to prepare and review the annual financial statements of the Society (“the Reviewer”). The Reviewer shall be a New Zealand chartered accountant, and must not be a member of the Centre Board, not a member of the Society, or an employee of the Society. CONDUCT OF MEETINGS 17.0 Society Meetings 17.1 A Society Meeting is either an Annual General Meeting (AGM) or a Special General Meeting. The Society Meetings may be held via video or telephone conference, or other formats as the Centre Board may decide. 17.2 The Annual General Meeting shall be held once every year. The Centre Board shall determine when and where the Society shall meet. 17.3 A Special General Meeting may be called by the Centre Board upon receipt of a requisition signed by at least 10% of the Members of ADNZ, and seconded by one Centre Broad Member. Such meetings shall be held within 21 days after receipt of such requisition and 7 days notice of such meeting shall be given to Members stating the nature of such meeting. No business other than that for which the meeting was called shall be transacted at that meeting. 17.4 All Members may attend and vote at Society Meetings. 17.5 No Society Meeting may be held unless at least 40% of eligible Members and/or their authorised delegates attend. This will constitute a quorum. 17.6 The President of ADNZ shall chair Society Meetings (the Chairperson), or if the President is absent, the Vice President shall chair that meeting. The Chairperson has a casting vote, that is, a second vote. 17.7 Decisions of a Society Meeting shall be by majority vote. Voting shall generally be conducted by voices or by show of hands as determined by the Chairperson of the meeting, unless a secret ballot is required by the Chairperson or by at least 10% of the members present in such meeting. 17.8 The business of an Annual General Meeting shall be: Receiving any minutes of the previous Society’s Meeting(s); The President’s report on the business of the Society; The Treasurer’s report on the finances of the Society, and the Annual Financial Statements; Election of Centre Board Members if any; Motions to be considered; General business. 17.9 The Chairperson of a Society Meeting shall adjourn the meeting if necessary. 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. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. COMMON SEAL 18.0 Common seal 18.1 There should be a common seal of Arts and Design of New Zealand Incorporated and the Secretary shall have custody of the common seal. The common seal may be affixed to any document only by resolution of the Centre Board and in the presence of the Secretary or the Treasurer and with the accompanying signature of the President of ADNZ, and countersigned by the Secretary or the Treasurer or a Centre Board Member. Control and investment of ADNZ’s funds 19.0 Control of funds 19.1 The Treasurer shall have the responsibility of the Society’s cheque book. 19.2 The President may sign cheques. 19.3 The Treasurer shall maintain the financial records. 19.4 The Treasurer shall collect money owing to the Society. 19.5 If ADNZ has surplus funds to be invested, the types of investments shall be decided by the resolution of Centre Board. 20.0 Powers of the Society to borrow money (if any) 20.1 If ADNZ needs to borrow money in order to achieve its objects, it shall be agreed by a special resolution of the Centre Board. 21.0 Altering the Rules 21.1 The Society may alter or replace these Rules at a Society Meeting by a resolution vote passed by a two-thirds majority of the eligible Members of the Society. 21.2 No alteration, addition to or revision of this Constitution shall be approved if it affects the purposes of the Society as set in Rules 3.1. This Rule must not be removed from this Constitution and must be included in any alteration, addition to or revision of this Constitution. 21.3 When a Rule change is approved by a Society Meeting, no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies. BYLAWS 22.0 Bylaws to govern the Society 22.1 The Centre Board 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. WINDING UP 23.0 Winding up 23.1 If the Society is wound up:
INTERPRETATION
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