CONSTITUTION and other 'rules'

Rules of Auckland Central Community Shed Inc. (Updated 26/07/2020)

Name
Registered Office
Objects
Powers to Act
Membership
1. Admission of Members
2. Register of Members
3. Obligations of Members
4. Communications with Members
5. Cessation of Membership
6. Expulsion of Members
Management
1. Office Bearers
2. Committee
3. Appointment of Office Bearers and Representatives
4. Termination of Office bearers and Representatives
5. Duties of Office Bearers
6. Powers of the Committee
7. Subcommittees
8. Conduct of Committee Meetings
General Meetings
1. Annual General Meeting
2. Special General Meeting
3. Notice of Meeting
4. Quorum
5. Conduct of meetings
6. Voting
Finance and Assets
1. Member Subscriptions
2. Financial Year
3. Bank Account
4. Assurance of Financial Affairs
Seal
Alteration of Rules
Bylaws
Dispute Resolution
Amalgamation and Winding Up

1 Name

The name of this society shall be the Auckland Central Community Shed Incorporated (hereinafter "the Shed").

2 Registered Office

The Registered Office of the Shed shall be the address of the current Secretary. The Secretary must notify the Registrar of Incorporated Societies of any change of address.

3 Objects

The Shed is established in pursuit of the following objects within central Auckland:

To establish, operate and maintain a Community Shed with equipment and resources applicable to practical projects to be undertaken by Members in conjunction with businesses, other community groups, education and community facilities
To advance education of Members by sharing of knowledge and skills.
To provide benefit to the community by improving the psychological well-being and physical health of Members and through their participation in practical projects in the Shed.
To benefit the community and other charitable organisations by undertaking practical projects as resources allow.
To collaborate with other sheds in the Auckland Region and across New Zealand in conjunction with MENZSHED New Zealand.
To liaise with any other organisations to further the Aims of the Shed.
To carry out or support research on members' educational and social needs as applicable to community sheds.
To provide any other programmes and undertake any projects consistent with the objects of the Shed.

i . To take any lawful steps for the purpose of procuring contributions to the funds of The Shed.

None of the above objects may provide pecuniary gain or profit to the Shed or any Member.

None of the funds of the Shed may be applied for purposes outside of New Zealand. This restriction does not preclude other interaction with offshore entities with similar objects. None of the objects set out above shall be limited by reference to any other objects and none of them shall be subsidiary to the other.

4 Powers to Act

The Shed shall be empowered to do any of the following:

To enter into any arrangement with a government or local authority or any other shed, company or person which may seem to be conducive to the objects of the Shed and to acquire or obtain from any such government or authority, association, company or person, any charters, contracts, decrees, rights, privileges and concessions which may be conducive to any such objects, and accept, and make payments under, carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights, privileges and concessions.
To enter into any contracts, agreements, leases or arrangements with any person, firm, syndicate, corporation or company that may seem conducive to the objects of the Shed or any of them, and to surrender and accept surrenders of leases.
To borrow, raise, or secure the payment of money in such manner as the Shed shall think fit and in particular by mortgages, debentures or debenture stock, perpetual or otherwise, charges upon all or any of The Shed's undertakings, goodwill, property and assets (both present and future) including its future acquired property, and to purchase, redeem or pay off such securities. Where monies are borrowed from a Member of the Shed any interest paid shall not be greater than current market rates.
To draw, make, accept, endorse, discount, execute, issue and negotiate promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.
To invest, lend and deal with monies of the Shed upon such security and in such manner as may from time to time be determined upon.
To appoint, remove or suspend any employee, agent or servant and to fix and pay any remuneration. Where any such appointee is a Member of the Shed, their rate of remuneration shall not be greater than current market rates.
To do all or any of the things hereby authorised alone or in conjunction with another or others.
To do all such other things as are incidental to or conducive to the attainment of the above objects, provided however that the foregoing objects shall in no way limit the rights and powers conferred upon societies incorporated under the Incorporated Societies Act 1908 or any amendments or successor thereof.

5 Membership

5.1 Admission of Members

To become a Member of the Shed, a person ("the Applicant') must:

be aged not less than 18 years; and
complete an application form confirming acceptance of and adherence to the objects and rules of the Shed; and
be approved as a Member by the Committee; and
pay the required subscription as required in Paragraph 8.1

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.

5.2 Register of Members

The Treasurer shall maintain a register of all Members. The register shall record the Members' contact details, the date on which they became a Member, and payment of subscription fees.

5.3 Obligations of Members

Every Member joins the Shed and takes part in Shed activities entirely at his or her own risk and no member may make any claim against the Shed or any officer, Member, servant, or authorised agent thereof for any injury or loss suffered by any such member through his or her participation in the activities of the Shed notwithstanding that such injury or loss may have been caused by negligence of the Shed or of any officer, servant or authorised agent thereof.

All Members of the Shed shall have the following obligations:

to act at all times in a manner consistent with and supportive of the purpose of the Shed; and
to be responsible for their own personal safety and safety of others who may be affected when operating machines or doing work in the Shed ; and
to provide reasonable assistance when requested by other Members
to assist with further development of the Shed and in carrying out community projects

5.4 Communications with Members

Members shelf advise the Secretary of any change in their address and other contact information from that set out in the application form.

Communications to Members (including notice of meetings and postal voting papers) will be sent to the last known contact address and may be delivered by email, or by written or printed memoranda dispatched by ordinary post . When delivered by post, notice shall be deemed to have been given two working days after being posted.

5.5 Cessation of Membership

Membership shall cease in any of the following:

Immediately upon giving notice of resignation to the Secretary; or
by failing to pay subscription fees within 2 months of when they fall due ; or
by suspension or expulsion pursuant to paragraph 5.6
by demise of the Member

5.6 Expulsion of Members

The Committee may suspend or expel any Member if, in the opinion of the Committee after due and proper enquiry during which the offending Member shall have been heard in his defence, such Member has been guilty of any conduct prejudicial to the interests of The Shed.
If a Member is to be expelled a special Committee meeting must be called to which the Member to be expelled shall be invited to attend and make a written submission to refute the allegations.
The Member to be expelled must be given the opportunity to defend him/herself.
The Committee shall vote by secret ballot to decide the Member's status and the Member must be informed in writing of the decision.

6 Management

6.1 Office Bearers The Shed shall have the following office bearers:

Chairperson
Secretary
Treasurer

The manner of their appointment and their duties are set out in sections 6.3 and 6.5 respectively. One person may hold the offices of Secretary and Treasurer concurrently.

6.2 Committee

The affairs of the Shed shall be managed by a Committee, comprising

Chairperson
Secretary
Treasurer
Up to 3 Member Representatives

6.3 Appointment of Office Bearers and Representatives

Only Members of the Shed shall be eligible to become office bearers or Representatives. The office bearers and Representatives shall be elected by Members of the Shed at an Annual General Meeting. Office bearers and Representatives shall hold office for one year and be eligible for re-election.

Nominations for office bearers and Representatives shall be called for no less than 14 days before the Annual General Meeting. Each candidate shall be proposed and seconded in writing by Members and accepted by the candidate for election. Completed nomination shall be delivered to the Secretary by 5pm on the fifth day before the Annual General Meeting. Should there be insufficient nominations for any position, the elected officers shall be empowered to appoint any volunteer after the meeting.

6.4 Termination of Office bearers and Representatives Office bearers and Representatives may be terminated as follows:

By giving written notice of resignation to the Secretary
By ceasing to be a Member of the Shed
By failing to attend 3 consecutive committee meetings without having been granted a leave of absence.
By being removed from their position by a two-thirds majority of the Committee where continuing in their position would be contrary to the best interests of the Shed

Any vacancy that occurs during the period between annual general meetings may be filled by the Committee, provided that the term of such appointment shall extend only until the next annual general meeting.

6.5 Duties of Office Bearers

6.5.I Chairperson

The chairperson shall preside over all general meetings and committee meetings that occur after his/her election until the end of the following annual general meeting.

6.5.2 Secretary

The Secretary shall

Conduct all of The Shed's correspondence
Convene and keep accurate minutes of all meetings.
Act as custodian of the common seal and all books, papers, of the Shed and produce the same to the committee whenever called upon to do so.
Where unable to attend any meeting, cause the necessary books and papers to be conveyed to the place of meeting and handed to the Chairperson.

6.5.3 Treasurer

The Treasurer shall

Collect and receive all monies due to the Shed.
Have the custody of the funds of the Shed.
Pay all debt's owing as soon as payment thereof is authorised by the Committee, provided that the Committee may pre-authorise payments for a specified purpose within a specified budget and time
Keep a register of all Members including contact details and update the register with revised contact details as advised by Members .
Produce financial statements from time to time as may be required by the committee.

Prepare, for each Annual General Meeting proper statements of the financial affairs of the Shed, including revenue and expenditure and balance sheet showing the Shed's assets and liabilities as at 31st March preceding each Annual General

Meeting

Arrange that the financial statement be reviewed in accordance with Paragraph 8.4 prior to its presentation to each Annual General Meeting.
Deliver a copy of the reviewed annual financial statements to the Registrar as required by the Act.

Administer any bank account established for the Shed.

6.6 Powers of the Committee

The Committee shall be empowered to perform any action that is consistent with and advances the Objects of the Shed set out in Section 3 of these rules and is permitted by the Powers of Action set out in Section 4 of these rules.

6.7 Subcommittees

The Committee may form a sub-committee to enquire into any matter and report back. The Committee shall appoint such member(s) of the Committee to that sub-committee. A subcommittee may co-opt additional members to assist. When the findings of the subcommittee are presented and considered such co-opted members may address the Committee on the matter the sub-committee has considered, but may not vote in the Committee meeting.

6.8 Conduct of Committee Meetings

A Quorum shall comprise 4 members of the Committee, one of whom shall be the Chairperson, Secretary or Treasurer
Each Committee member shall have one vote in Committee meetings. There shall be no proxy votes at Committee meetings.
The Chairperson shall have an additional casting vote in cases of equal division
All Members of the Shed shall be entitled to attend Committee meetings, but shall have no voting rights nor, unless invited by the Chairperson, any speaking rights. Where a matter under consideration is considered sensitive or personal in nature the Chairperson may require that non-members of the Committee leave the meeting.

7 General Meetings

7.1 Annual General Meeting

The Annual General Meeting shall be convened at a location, date and time decided by the Committee, provided that the date shall be no later than 30 June in any year. The business of each Annual General Meeting shall be:-

The Confirmation of any previous Annual General Meeting's minutes.
Presentation and adoption of a report by the Chairperson
Presentation and adoption of the Treasurer's report and Annual Financial Statement of the Shed
Any other reports on the affairs of the Shed as the Chairperson considers appropriate.
The election of Officers and Representatives for the ensuing year.

Such other business of which notice shall have been duly given in terms of these rules.

Special General Meeting

Special General Meetings of the Shed may be called at any time by order of the Committee or by requisition executed by at least five Members specifying the business to be placed before the Special General Meeting.

Upon receipt of such resolution the Committee shall as soon as practicable but in no more than 7 days, issue a notice of a Special General Meeting at a specified place, date and time to consider the matter.

Should the committee fail to convene the meeting requested, the Members requisitioning the Special General Meeting may themselves do so and issue a notice of meeting to Members.

Notice of Meeting

Notice of any general meeting shall be given to Members no less than 14 days in advance The notice of meeting shall include any motion(s) to be considered at the meeting. The accidental omission of any Member in being given notice shall not invalidate any proceedings at any meeting.

7.4 Quorum

The quorum for any general meeting shall be twelve (12) Members of the Shed including two of the Chairperson, Secretary and Treasurer. For the purposes of establishing a quorum Members who submit a proxy shall be counted as being present.

Where a quorum is not achieved within 30 minutes of the nominated time of the meeting, the Chairperson or his/her deputy shall adjourn the meeting to another location date and time, excepting that in the case where a special general meeting has been called by requisition of Members, the requisition shall thereby lapse.

7.5 Conduct of meetings

The Chairperson of the Shed for the time being shall preside at all meetings. Should the Chairperson be unable to attend, a Vice-Chairperson may be nominated by the assembled Members.

7.6 Voting

Each Member shall be entitled to one vote provided that Member has no outstanding Subscription fees. Voting may be by voices, show of raised hands or secret ballot. Any two Members shall be entitled to demand that any particular vote be taken by secret ballot. All matters voted upon shall be decided by simple majority except as may be stated otherwise in these rules and by-laws of The Shed.

Members who are unable to attend and vote at a general meeting may instead deliver a written proxy vote to the Secretary before the meeting. The Secretary shall cast proxy votes in good faith.

The Chairperson shall have a casting vote in addition to his deliberate vote in all matters of equal division.

Before any motion at a general meeting is put, the meeting may by resolution require that a postal vote be taken of all Members. Where a postal vote is required on any motion there shall be no other vote on that motion.

8 Finance and Assets

8.1 Member Subscriptions

The amount of annual subscription fees shall be determined by the Committee from time to time, and notified to Members One month before implementation.

Annual subscriptions are payable on Members joining anniversary. There shall be no refund of subscriptions if a person ceases to be a Member during the year.

Members whose fees are over-due have no voting rights.

New Applicants Subscription fees are payable as from the date of notification of acceptance as a Member provided that Membership shall not take effect until the subscription is paid.

8.2 Financial Year

The financial year of the Shed shall be 1 April until 31 March in the following year

8.3 Bank Account

The Shed shall open an account with a recognised banking institution under terms approved by the Committee.

Withdrawal or payment of monies from the bank account shall be signed by any two members of the Committee.

A receipt or other satisfactory record shall be obtained or issued for any direct payment or deposit of monies paid or received by the Shed.

8.4 Assurance of Financial Affairs

The Shed shall appoint an accountant to review the annual financial statements of the Shed ("the Reviewer"). The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer's attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Shed's accounting policies.

The Reviewer shall be a suitably qualified person, preferably a (member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Shed. If the Shed appoints a Reviewer who is unable to act for some reason, the Committee shall appoint another Reviewer as a replacement. The Committee is responsible to provide the Reviewer with:

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
Additional information that the reviewer may request from the Committee for the purpose of the review; and
Reasonable access to persons within the Shed from whom the reviewer determines it necessary to obtain evidence.

9 Seal

All documents intended to bind the Shed shall be executed under the Common Seal of The Shed and such execution shall be attested by the Chairperson or Secretary and at least one other member of the Committee.

10 Alteration of Rules

The rules of The Shed may be altered by resolution of a General Meeting of the Shed, for which due notice has been given, passed by a majority of at least two-thirds of the Members voting, both present personally and by proxy.

Alterations may take the form of amending an existing rule(s), addition of new rule(s) or deletion of old rule(s).

I l Bylaws

The Committee may from time to time make, alter or revoke any by-laws or regulations for the affairs of the Shed.

12 Dispute Resolution

Any dispute arising out of or relating to these rules may be referred to mediation, a nonbinding dispute process in which an independent mediator facilitates negotiation between parties. Mediation may be initiated by either party writing to the other party or identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediations would be helpful in the circumstances. The parties wit) agree on a suitable person to act as mediator or will ask the Arbitrators' and Mediators' Institute of New Zealand Inc.

The mediation shall be terminated by:-
Signing of a settlement agreement by the parties; or
Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or
Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
The expiry of sixty (60) working days from the mediator's appointment, unless the parties expressly consent to an extension of this period.

13 Amalgamation and Winding Up

The Shed may amalgamate with another entity with similar or compatible objects if decided by a two-thirds majority of Members voting at a General Meeting whereupon, after payment of all costs, debts and liabilities, all assets of the Shed may be transferred to the account of the entity when the amalgamation becomes effective, provided that the entity taking part in the amalgamation is registered with the Charities Registration Board.

The Shed may be wound up or dissolved if a two-thirds (2/3) majority of the Members at a General Meeting resolves to do so, whereupon all surplus assets of the Shed, after payment of all costs, debts and liabilities, shall be distributed to New Zealand charitable organisations with objects similar to those of the Shed which are named in the resolution.

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