Constitution

RULES OF ‘Auckland Central Community Shed Inc.'
(The Constitution)


NAME: The name of the society is Auckland Central Community Shed Incorporated.  (Hereinafter referred to as 'The Shed'.)


1. DEFINITIONS
In this document, unless the context otherwise requires:
1.1.    “Chairperson” means the chairperson of the Committee elected pursuant to Clause 5.1
1.2.    “Auckland” means the Albert Eden Area and Auckland Wide
1.3.    “The Secretary” means the Secretary elected pursuant to Clause  5.1
1.4    “The Treasurer” means the Treasurer elected pursuant to Clause  5.1
1.5.    “The Committee” means those elected at the AGM


2. OBJECTS
The Shed is established to carry out within The Auckland Region New Zealand the following aims:
2.1.     To advance education by establishing, maintaining and operating a Community Shed with equipment and resources in which members of the public can share their knowledge and skills applicable to practical projects and with businesses and other community groups, education and community facilities off site from the Shed’s location.
2.2     To be beneficial to the community by improving the psychological well being (including physical health) of people and through their participation in practical projects specific to the Community Shed.
2.3   To provide support for the community and other charitable organisations through undertaking projects as resources allow.
2.4    To work collaboratively with Other Sheds in the Auckland Region and across New Zealand in conjunction with MENZSHED New Zealand.
2.5     To provide guidance and direction to any Committees that may be set up under this Society.
2.6     To liaise with other organisations to further the Aims of the Shed.
2.7     To carry out or support research on member’s educational and social needs as applicable to Community Sheds.
2.8     To provide other programmes and projects consistent with the aims of the Shed.
2.9     All of the activities of the Shed shall be carried out within New Zealand and none of its funds shall be applied for purposes outside of New Zealand.
2.10    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.
2.11 To take any lawful steps for the purpose of procuring contributions to the funds of The Shed.

(1)To enter into any arrangement with a government or local authority or any 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) To appoint, remove or suspend any secretaries, treasurers, officers, clerks, agents or servants and to direct and control them and fix and pay their remuneration. Where any such persons or agent is a member of The Shed, such payments for Professional Services to The Shed rendered in the course of business or interest on money lent, shall not be greater than the current market rates.
(7) To do all or any of the things hereby authorised alone or in conjunction with another or others.
(8) 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 thereof.


3.  MEMBERSHIP
3.1 Any person over the age of 18 years who agrees with the purposes of The Shed may, subject to the Committee’s approval, become a member of The Shed by application in writing and upon payment of a subscription (if any).
3.2 Membership dues are payable as from the date of full membership and such applicant will not be able to use of any Shed facilities as an accredited member of this Shed until dues are paid.
3.3 In cases of hardship the Committee may arrange progressive payment of subscriptions.


4. RESIGNATION
Any member may resign by giving notice of such desire to resign to the Secretary in writing and Shed dues shall cease as from the date on which such resignation is lodged with the Secretary, but no refund of the current subscription will be made.


5. MANAGEMENT
5.1 The affairs of the Shed shall be conducted by a Management Committee (hereinafter referred to as the 'Committee') which shall be elected at the Annual General Meeting and shall consist of up to six persons comprising:-
•     Chairman
•     Secretary
•     Treasurer/Membership Officer
•     Committee Members (up to three)
5.2 At each Annual General Meeting 50% of the Committee shall retire in rotation, but shall be eligible for re-election.
5.3 Any two of the positions of Secretary, Treasurer/Membership Officer may be held by one person.
5.4 Each member of the committee shall have one vote at each committee meeting, the chairman having a casting vote in addition to his deliberate vote in all cases of equal division. No voting by proxy shall be allowed at committee meetings.
5.5 Any member of the committee with the exception of the Chairman failing to attend three consecutive committee meetings shall automatically cease membership of the committee except in the case of such member being granted leave of absence by the committee. Such vacancy shall be termed a casual vacancy.
5.6 Any casual vacancy occurring in the committee between Annual General Meetings may be filled by the committee and any person so appointed shall hold office until the next Annual General meeting.
5.7 The committee may at any time, by resolution passed by two-third majority, remove from office any committee member if the removal of the person is deemed to be in the best interests of The Shed. A vacancy caused by expulsion shall be termed as a casual vacancy.
5.8 The quorum for a committee meeting shall be four committee members including The Secretary or Treasurer.
5.9 Financial and honorary members may attend the committee meetings but may be asked to leave at any time when matters considered by the committee to be of a sensitive or personal nature are being discussed. These attendees will have no speaking rights unless asked to do so by the committee. These attendees will have no voting rights.


6. OFFICERS
The officers of the Shed shall be Chairperson, Treasurer, Secretary and three Executive Officers.


7. DUTIES OF THE OFFICERS
7.1 CHAIRMAN:  Shall Preside at all meetings.
7.2 SECRETARY:Shall:-
(1) Conduct all of The Shed's correspondence and convene all meetings.
(2) Keep accurate minutes of all meetings.
(3) Keep a register of all members and the classification of each member either separately or in association with the Treasurer.
(4) Act as custodian of the common seal and all books, papers, and accounts of The Shed and produces same to the committee whenever called upon to do so.
(5) Notifies Treasurer after each Annual General Meeting of all members liable for dues.
(6) In cases of inability to attend any meeting, causes the necessary books and papers to be conveyed to the place of meeting and handed to the Chairman.
7.3 TREASURER/MEMBERSHIP OFFICER: Shall:-
(1) Collect and receive all monies due to The Shed.
(2) Pay all debts owing as soon as payment thereof is authorised by the committee.
(3) Keep a register of all members and the classification of each member either separately or in association with the Secretary, in compliance with the requirements of The Incorporated Societies Office.
(4) Have the custody of the funds of The Shed.
(5) Produce financial statements from time to time as may be required by the committee.
(6) To prepare, for each Annual General Meeting of The Shed a proper statement of receipts and payments and a balance sheet showing The Shed's assets and liabilities made up to 31st March preceding each Annual General Meeting and to have such a statement and balance sheet duly have an audit or review engagement as determined by the committee for presentation to each Annual General Meeting. The Annual Financial Statement will be delivered to the Registrar as required by the Act.
(7) To pay all monies received into the account of The Shed with the Shed's bankers.
7.5 AUDITOR:
At the end of every financial year the accounts of the Shed shall have an audit or financial review engagement as determined by the committee.
7.6 SUB-COMMITTEES:
May be appointed by the committee to enquire into any matters and shall consist of such members or members of the committee and/or ordinary, honorary or associate members as may be appointed thereto. The member or members so appointed shall have power to co-opt any member of the Shed for advisory purposes and any members so co-opted may attend any committee meetings at which any report containing or referring to their advice may be presented and may address the committee on such report but shall have no vote in the committee. All such sub-committees shall report back to the Management committee.


8. NOTICES OF GENERAL MEETINGS
Notices of general Meetings shall be given to members by email, written or printed memoranda dispatched by ordinary post or by electronic media to the members' last known address. Unless a longer notice is provided to be given for any general meeting, Notices of Motion or remits are to be circulated at least seven days before the meeting as set out in clauses 9 and I0. Notices shall be deemed to be given on the date upon which they could be delivered in the ordinary course of post. The accidental omission of any member in being given notice shall not invalidate any proceedings at any meeting.


9. THE ANNUAL GENERAL MEETING
The committee shall decide the actual date and time of the Annual General Meeting of the Shed but such meeting shall be held before the end of June. The time and place of such meeting shall be decided by the committee not earlier than six months and not later than one month prior to each Annual General Meeting. The Chairman of the Shed for the time being shall preside at all meetings or failing his being able to attend, a Vice Chairman may be nominated by the assembled members. The quorum for an Annual General Meeting shall be 25% of the members of the society who have paid their full subscriptions for the current year in which the persons nominated will be elected to hold office. Members represented by proxy shall be counted as being present.
No single member may hold more than Three proxy votes
The business of each Annual General Meeting shall be:-
(1)     The Confirmation of any previous Annual General Meeting's minutes. (2) The adoption of the Treasurer's Annual Statement of Accounts and the
(2)     Chairman and Treasurer's reports.
(3)     The election of Officers for the ensuing year. Should there be insufficient nominations for all positions, the elected officers are empowered to appoint any volunteer after the meeting.
(4)    Such other business of which notice shall have been duly given in terms of these rules.


10. SPECIAL GENERAL MEETINGS
Special General Meetings of the Shed may be called at any time by order of the committee or on requisition executed by at least five members. Such requests shall specify the business to be placed before the Special General Meeting and at least seven days notice shall be given of all Special General Meetings. The committee shall allot the venue of such meetings. In the event of the committee failing to convene the meeting requested, the members requisitioning the Special General Meeting themselves may do so and allot the venue of such meeting. The quorum shall be 25% of the members of the society including the Chairman or Vice Chairman, Honorary Secretary and Honorary Treasurer. Members represented by proxy shall be counted as being present.
No single member may hold more than Three proxy votes.


11. ALTERATION OF RULES
The rules of The Shed may be altered at any General Meeting of the Shed by the enactment of any further rules or be rescission or amendment of any existing rules provided however, that no addition to or alteration of the Rules 11 and 20 shall be made without the Inland Revenue Department's approval and further, that seven days notice in writing of the resolution embodying the proposed additions, rescissions or amendments shall have been given to all members and such resolution shall be passed by a majority of at least three-quarters of the members voting, both present personally and by postal vote. Only financial members shall be entitled to vote.


12. BY LAWS AND REGULATIONS
The committee may from time to time make, alter or revoke any by-laws or regulations.


13. VOTING
Voting at each General Meeting: Each member who has paid his full subscription for the current financial year shall be entitled to one vote. Voting may be by show of raised hands or secret ballot. Proxy voting will be accepted so long as a Proxy form is correctly filled out and delivered to the Secretary before the meeting is held. The Committee may initiate a postal vote on any issue as the Committee deems appropriate. 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 in the constitution rules and by-laws of The Shed. Save as hereinafter set fourth each member shall be entitled to one vote. The Chairman shall have a casting vote in addition to his deliberate vote in all matters of equal division.


14. SUBSCRIPTIONS
14.1 The Annual Subscriptions are due as at 1st April each year and shall be determined by the committee and members notified no later than the end of February.
14.2 Members whose fees are over-due will have no voting rights and those whose fees are over-due one month shall forfeit all other rights and privileges. Such members may be reinstated provided that they pay in full the outstanding membership dues for that financial year. Members who remain non financial for one year shall cease to be members of The Shed.
14.3 New applicants membership dues are payable as from the date of notification of acceptance of membership. The membership status of the applicant will not take effect until such dues are paid.
14.4 New Members joining after January 1st will have their membership carried over to the new financial year from April 1st without the requirement to pay additional fees for that year.


15. SUSPENSIONS AND EXPULSION OF MEMBERS
15.1 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 defense, such member has been guilty of any conduct prejudicial to the interests of The Shed.
15.2 If a member is to be expelled a Special Committee meeting must be called which the member to be expelled is invited to attend/submit written grounds to refute the allegations.
15.3 The member to be expelled must be given the opportunity to defend him/herself.
15.4 A vote must be taken to decide the member's status and the member must be informed in writing of the decision of the meeting.


16. MEDIATION & ARBITRATION
16.1    Any dispute arising out of or relating to this deed may be referred to mediation, a non-binding 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 will agree on a suitable person top act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
16.2    The mediation shall be terminated by:-
16.2.1    Signing of a settlement agreement by the parties; or
16.2.2    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
16.2.3    Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
16.2.4    The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.


17. EXECUTION OF DOCUMENTS AND COMMON 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 Chairman, a vice/Chairman, the Secretary and at least one other member of the committee.


18. THE REGISTERED OFFICE
The Registered Office of the Shed shall be the address of the current Honorary Secretary. The Honorary Secretary who must notify the Registrar of Incorporated Societies of any change of address.


19. BANK ACCOUNT
The Shed may open an account with any of the major recognised banking institutions and the negotiation of any facilities will be undertaken by any four members of the committee appointed by the committee. Any two of the Chairman, Honorary Secretary, or Honorary Treasurer to withdraw monies and any one signatory to endorse cheques and negotiate documents for the purpose of making deposits. A receipt, or clear bank audit trail in the case of a direct payment/deposit, is to be obtained or issued for all monies issued or received on behalf of the society.


20. DECLARATION OF INDEMNITY
Every member joining the Shed and taking part in Shed activities shall do so entirely at his or her own risk and no member shall 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.


21.AMALGAMATION / WINDING UP
21.1 In the event that the Shed shall amalgamate, any funds and assets may be transferred to the account of the association, company or society when the amalgamation becomes effective, provided that the association, company or society taking part in the amalgamation is registered with the Inland Revenue Department as an approved non­ profit organisation.
21.2 The Shed may be wound up or dissolved if a two third (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.


 

© 2019 Auckland Central Community Shed Inc. Proudly created with Wix.com