RAINBOW WELLINGTON – The Wellington Rainbow Network

PO Box 890, Wellington, New Zealand .  email: info@rainbowwellington.org.nz 

CONSTITUTION & BY-LAWS

CONSTITUTION Name Objects Membership Termination of Membership General Meetings The Board Elections Officers Quorum Subscriptions Financial Year Borrowing Association Funds Audit The Common Seal Amendment to the Constitution Management Chair and Voting Recess or Winding Up Pecuniary Profit

BY-LAWS Introduction Changes to By-Laws Election of Board Preparation for Board Meetings Motions at Board Meetings Conduct of Board Meetings Minutes of Board Meetings Finance Registered Office Communication with Members Unlike the Constitution of the Association, these By-Laws can be changed by the Board without approval from the Membership. They are subject to New Zealand law, the Rainbow Wellington Constitution and any directives from General Meetings.

 

Constitution

1. NAME

 

The Association shall be known as:
Rainbow Wellington - The Wellington Rainbow Network Incorporated

 

2. OBJECTS

Rainbow Wellington is an Incorporated Society, a non-profit association who are respected within the community at large and which provides a vehicle for social, political and business direction within the gay, lesbian, bisexual and transgender communities.

The Association’s objects are:

1.      To encourage and promote a sense of community and social and business interaction within our communities.

2.      To offer support and encouragement to members of the Association in respect of business and professional difficulties including those occasioned by discrimination or prejudice.

3.      To encourage members to use the business and professional services available within the Rainbow Wellington membership.

4.      To participate in debate on political issues whether local or national affecting our communities.

5.      To provide funding assistance for special community and other projects through professional direction, support and member initiatives.

6.            To offer support to, affiliate with, and interact with any organisation for specific objectives not inconsistent with the objects of the Association

 

7.            To organise events for the membership. 

 

 

3. MEMBERSHIP

 

1.      The Association shall have two classes of members: Corporate Members and Personal Members. Application for membership shall be made to the Board in writing or in such electronic form as the Board shall decide. Every application for membership shall be accompanied by payment of the appropriate subscription.

2.      The Board may in its absolute discretion refuse any application for membership.

3.      Corporate Membership Any corporate business, professional entity, sole trader or a partnership or any corporate business entity or person who in the absolute discretion of the Board will enhance and further the objects of the Association, may apply to become a Corporate Member of the Association and receive the benefits offered by the Association to such members. All staff and employees of a corporate member shall be entitled to receive and exercise the benefits of membership, except voting rights which may be exercised by one representative only.

4.      Personal Membership Any individual who in the absolute discretion of the Board will enhance and further the objects of the Association, may apply to become a personal Member of the Association and receive the benefits offered by the Association to such members. There is only one vote per personal membership.

 

 

4. TERMINATION OF MEMBERSHIP

 

1.      A member wishing to resign from the Association shall do so by notifying the Secretary in writing of such intention. There shall be no refund of membership fee except at the discretion of the Board for exceptional circumstances.

2.      Any member shall cease to be a member upon their subscription remaining unpaid three months after the due renewal date.

3.      If in the opinion of the Board it is desirable in the interests of the Association and in the interests of the attainment of the objects of the Association that a member of the Association should cease to be a member, the Board shall be empowered to resolve to expel that member PROVIDED THAT:

o        before resolving to expel any such member that member shall be given full opportunity at a meeting of the Board to answer any charge or allegation made against that member;

o        that member shall be advised of the identity of and shall be entitled to examine any accuser;

o        no other salient factor which forms a basis for the resolution to expel that member is withheld from that member

 

5. GENERAL MEETINGS

 

1.      There are two sorts of general meetings - Annual and Special. General meetings are open to all members of the Association, but voting rights are restricted to paid up corporate and personal members. Only one vote may be cast of behalf of each membership.

2.      An Annual General Meeting shall be held annually no later than the month of June at an exact date, time and place as set by the Board.

3.      The Annual General Meeting shall include the following business:

4.      Annual General Meeting:

o        Elections to Board

o        Approval of Audited Annual Financial Statements

o        Appointment of Auditor

o        General Business as notified to the Secretary prior to the meeting

o        Any proposed amendments to the constitution

o        Annual Report from Board

5.      Notice of the Annual General Meeting shall be sent to all members at least 30 days prior to the AGM.

6.      Special General Meetings may be called in one of two ways:

o        By majority decision of the Board;

o        Upon written request by 15% of the voting members of the Association.

Such meeting must be held within six weeks of the request with four weeks notice to be given to all members.

7.      A special general meeting shall only consider the business for which it is convened which shall be specified by the Board or by the members requesting such Special General Meeting.

 

6. THE BOARD

 

1.      The affairs of the Association shall be conducted by a management body, known as the Board of the Association, in accordance with this Constitution and the resolutions of members of the Association in General Meeting. The Board shall conduct its affairs using a set of By-laws.

2.      The Board of the Association shall consist of no more than ten members elected by the Association, and any co-opted members.

3.      Only full (corporate or personal) members may be elected onto the Board. For corporate members, only an individual person is elected as a Board member, not the corporate.

4.      Each person shall be elected for a term of two years and shall be eligible for re-election

5.      In addition to the ten elected members, the Board at its discretion may co-opt up to two additional members for a term of no longer than 12 months. Such co-options may be renewed at the Board’s discretion.

6.      If any elected member resigns from the Board prior to the expiration of their term, the Board may appoint a replacement member for the remainder of the original Board member’s term.

 

7. ELECTIONS

 

1.      The election for members of the Board shall be conducted annually in accordance with the bylaws of the Association.

2.      There shall be five positions on the Board elected annually, or more as long as the total number of Board members is then no more than 10. The results of the election shall be announced at the AGM and those elected will assume office at the conclusion of the AGM and remain Board members until the conclusion of the AGM two years hence.

 

 

8. OFFICERS

 

1.      The Board shall annually elect from its own members the officers of the Association. These shall be determined at the first Board meeting following the AGM, but may be reconsidered at a subsequent meeting with the consent of the majority of the Board.

2.      The officers of the Association shall consist of the Chairperson, Secretary, Treasurer and any other officers as the Board sees fit.

3.      The Board may recommend to the Annual General Meeting a person or persons to be appointed as Patron (one) or Vice Patrons of Rainbow Wellington. Upon confirmation by the Annual General Meeting they shall be hold such office until the next annual general meeting and while Patron or Vice Patron shall enjoy all the rights of full membership

 

9. QUORUM

 

1.      The quorum for general meetings is 10% of the financial membership of the Association or 20 Members, whichever is the fewer. The quorum for Board meetings is 40% of the Board members or 4 Board members, whichever is the fewer. If a quorum is not present within thirty minutes of the appointed time, the person chairing the meeting shall adjourn the meeting.

2.      Unless those present at the meeting shall determine a date for the adjourned meeting (not earlier than five days from the date of the meeting) the adjournment shall be for a meeting at the same time and place one week from that day.

 

10. SUBSCRIPTIONS

 

1.      An Annual membership fee shall be set by the Board for the various categories of membership.
Such level of fees shall remain in force until amended by the Board.

2.      Payment of the annual subscription will entitle the member to membership of the Association from the day their membership is approved by the Board until the next subscriptions are due.

3.      Renewal notices shall be sent out in the month prior to the membership falling due.

 

11. FINANCIAL YEAR

 

1.      The financial year of the Association shall commence on 1st April and terminate on 31st   March.

 

12. BORROWING

 

1.      If at any time the Association at an annual general meeting or special general meeting shall pass a resolution authorising the Board to borrow moneys, the Board shall thereupon be empowered to borrow for the purposes of the Association such amount of money either at one time, or advances from time to time to the maximum so authorised, at such rate of interest and in such form and manner and upon such security as shall be specified in such resolutions.

2.      The resolution shall be passed by a majority of fifty-one (51) percent or more of those members present and voting at such meeting.

3.      The Association shall take all steps necessary to give effect to such resolution and for the execution by the Association of such agreements, mortgages or debentures as may be required for giving security for such loans and interest.

4.      All members of the Association whether voting on such resolution or not and all persons becoming members of the Association after the passing of such resolution shall be bound by such resolution as if they had voted in favour of the same.

 

13. ASSOCIATION FUNDS

 

1.      The funds and property of the Association shall be under the control of the Board, who may invest, disburse and deal with the same in such manner and for such purpose (not being inconsistent with the objects of the Association) as they shall think fit.

2.      The funds of the Association shall be deposited with such Bank as the Board shall determine and all cheques of the Association’s Bank account shall be signed by the Treasurer in conjunction with one other member of the Board.

 

14. AUDIT

 

1.      The annual financial statements of the Association must be audited at the end of each financial year and before the Annual General Meeting by a member of the Institute of Chartered Accountants of New Zealand who is not a member of the Association.

2.      The Board shall determine the remuneration of the auditor, and shall have authority to fill any casual vacancy of the position of auditor.

 

15. THE COMMON SEAL

 

1.      The Common Seal of the Association shall be in the custody of the Secretary, who shall affix it to any instrument only pursuant to a resolution of the Board and in the presence of two other Board Members.

 

16. AMENDMENT TO THE CONSTITUTION

 

1.      This constitution may be altered, added to, rescinded or otherwise varied or amended by resolution passed by a two thirds majority of members present at and voting at an Annual General Meeting or Special General Meeting called for the purpose.

2.      In the case of a Notice of Motion for amendment of this constitution to be presented at the annual general meeting of the Association, notice of the proposed amendment shall be given in writing to the Secretary of the Association no later than six weeks prior to the end of the financial year in which it is given and the Secretary shall set out such proposed amendment in the Notice of annual general meeting circulated to all members.

3.      In the case of a Notice of Motion for amendment of this constitution to be presented at a special general meeting of the Association, notice of the proposed amendment shall be given with the requisition made in writing to the Secretary.

4.      Any addition or alteration necessary to conform with any regulation or requirement of the Registrar of Incorporated Societies may be made by the Board without reference to any meeting of members.

5.   No addition to or alteration of or recession of the rules shall be approved if it affects the non-profit aims, personal benefit clause or the winding up clause. The provision and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.

 

 

 

17. MANAGEMENT

 

1.      Subject to limitations made by other clauses of this constitution the Board shall have full power to manage the Association and all its affairs.

2.      Any member of the Board absent from three or more meetings of the Board consecutively without due cause shall cease to be a member of the Board.

3.      The Board shall meet regularly and shall record all business transacted. Minutes of Board meetings shall be sent to all members of the Board and will be available upon request to any member.

4.      Subject to the constitution and any directions from General Meetings the Association shall be managed subject to a set of By-Laws which will be determined by the Board from time to time.

 

18. CHAIR AND VOTING

 

1.      At all ordinary general meetings, annual general meetings and special general meetings of the Association, the Chairperson, or in their absence a member appointed by the meeting shall take the chair.

2.      On a motion or amendment every member shall be entitled to one vote to be exercised in person but not by proxy. Voting shall be by a show of hands, by voice, or in writing. As the meeting shall determine, and in the case of equality of votes the Chairperson shall have a second or casting vote.

 

19. RECESS OR WINDING UP

 

1.      The Association may go into recess or be wound up voluntarily if at the annual general meeting or at a special general meeting its members pass a resolution requiring the Association to wind up and go into recess.

2.      A bare majority will be sufficient at any such meeting of the Association at any time for the purpose of winding up or going into recess.

3.      The resolution shall be confirmed at a subsequent special general meeting called for that purpose and held not earlier than thirty (30) days after the date on which the resolution was passed.

4.      The Association shall be wound up according the Incorporated Societies Act 1908, Section 24.

5.   If upon the winding up or dissolution of the organisation there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among members of the organisation but shall be given or transferred to some other organisation or body having objects similar to the objects of the first organisation, or to some other charitable organisation or purpose within New Zealand.

 

 

20. PECUNIARY PROFIT

 

1.      No member or person associated with a member of the Association shall derive any income, benefit, or advantage from the Association where that person can materially influence the payment of the income, benefit or advantage except where the income, benefit or advantage is derived from:
Professional services to the Association rendered in the course of business charged at no greater rate than current market rates; or interest on money lent at no greater rate than current market rates.

 

 

By-Laws

 

1. INTRODUCTION

 

These By-Laws are written for the establishment of rules regarding the conduct of normal Association business. They are additional to the Constitution of the Association and must be interpreted in accordance with those Articles.

 

2. CHANGES TO BY-LAWS

 

These By-Laws may be changed by a two-thirds majority of the Board of the Association. Any motion to change the By-Laws must have been presented to the Board at least two weeks prior to the meeting at which the vote is taken.

 

3. ELECTION OF BOARD

 

1. A formal call for nominations of Board members shall be sent to all Association members by 30 days prior to the AGM.
2. All nominations, on a form approved by the Board, must be with the Secretary by 7 days prior to the AGM. Each nomination must have a nominator and seconder and be signed by the nominee.
3. The results of the election shall be announced by the Chair at the AGM.
4. Following the conclusion of the AGM, any secret ballot papers shall be destroyed after 14 days.

 

4. PREPARATION FOR BOARD MEETINGS

 

1. Notice of a Board meeting, including an agenda for the meeting, must be sent to all Board Members at least five days before the meeting.
2. Items for the agenda must be advised to the Secretary at least ten days before the meeting. The following reports shall be items on the agenda of every Board meeting:
• Financial
• Membership
• Correspondence Conducted
3. A Board meeting may be called by the Chairperson. The Chairperson must call a Board meeting to be held within twenty-one days of the Chairperson receiving a request for such a meeting from three or more Board members.

 

5. MOTIONS AT BOARD MEETINGS

 

1. All motions require a proposer and seconder.
2. Any substantive motion before a Board meeting shall be disposed of before any other substantive motion is introduced.
3. The following procedural motions may be moved at any time:
1. That the Chair’s ruling be disagreed with
2. For permission to withdraw a motion or amendment
3. That the question be now put
4. That the meeting proceed to the next business
5. That consideration be deferred for a stated time
6. That the motion be amended
7. That the motion be referred
8. That the meeting hear a named observer
9. That observers be requested to retire
10. To discuss the action of a member who has been named by the person chairing the meeting
4. The first four procedural motions shall have precedence in the order in which they are listed. On the motion given as 5.3(a) being moved, the person chairing the meeting must vacate the chair. Only the mover and the person chairing the meeting may speak to this motion. There shall be no discussion on the motions given as 5.3(b) or 5.3(d).
5. Only one amendment shall be considered at a time.
6. Any amendment must be relevant to the substantive motion. If its effect is to negate the motion, it must include a reasoned alternative course of action.

 

6. CONDUCT OF BOARD MEETINGS

 

1. The meeting shall be chaired by the Chairperson of the Board. In the absence of the Chairperson by a delegated person.
2. The Chairperson may invite observers to attend Board meetings. Their presence must be formally acknowledged by the meeting.
3. Observers may not vote, but may speak to a specific motion at the request of the meeting.
4. The Board may deny attendance to observers for all or part of any Board Meeting.
5. All speakers shall address the meeting through the chair. Speakers shall avoid personalities, impropriety, irrelevance and repetition. Speakers shall confine themselves to the matter under discussion.
6. A Board Member, when speaking, shall not be interrupted except by the person chairing the meeting as conductor of the meeting or by a Board Member raising a point of order. When more than one speaker starts to speak at the same time the person chairing the meeting shall decide who takes the floor.
7. The person chairing the meeting may propose, speak and vote on motions.
8. At the request of any Board Member the names of those voting for and against any motion shall be recorded in the minutes.

 

7. MINUTES OF BOARD MEETINGS

 

1. The minutes shall be recorded by the Secretary, or in the Secretary’s absence by a person appointed by the person chairing the meeting.
2. The minutes shall contain at least:
• The time and place of the meeting, recorded in a manner appropriate
• The names of those present at the meeting
• Substantive motions, each with its proposer’s name and result
• Summary of discussion where no motion was considered
• Any actions required
3. Any papers or other supporting material, whether discussed or not, shall where practical be attached to the minutes of the meeting where the material was presented. Where this is not practical, the minutes shall contain sufficient references to allow such material to be found by the reader.
4. The only discussion on a motion for the confirmation of the minutes shall be as to the accuracy of the record.

 

8. FINANCE

 

1. The financial year of the Association shall be from 1st April up to and including 31st Marchr of the next year.
2. The Treasurer shall ensure that:
• All money received on account of the Association shall be paid into the Association’s account with its bankers.
• All cheques drawn upon the Association’s bankers must be signed by two Board Members authorised by the Board.
• Cheques or other negotiable instruments paid or payable to the Association’s bankers for collection requiring endorsement of the Association may be endorsed by the Treasurer or by such person or persons as the Board may appoint.
• A proper account shall be kept of the Association’s income and expenditure, and of the matters in respect of which the income and expenditure arises and takes place respectively and of the Association’s property, credits and liabilities, in books to be provided for that purpose, and must produce the account books, properly written up, when required by the Board.
• Once at least in every year the accounts of the Association made up to the last day of the preceding financial year must be audited by the Association’s auditor, and an abstract of the accounts be produced and issued to every member, together with the notice of the Annual General Meeting.
3. The Secretary shall file with the Registrar of Incorporated Societies, within seven days after the Annual General Meeting, the financial statements required to be filed under section 3 of the Incorporated Societies Act 1908.
4. The Board may from time to time approve the investment of the Association’s financial assets and may direct the Treasurer to withdraw funds invested.
5. Funds approved for investment shall be invested in one or more of the following ways:

- with a registered bank
- in New Zealand Government or Local Authority stock.

6. Annual Subscriptions:
• The annual subscription shall be:
   Corporate Member $200.00.
  Personal Member $ 40.00.
• Any existing member whose membership subscription is unpaid after three months shall automatically lose membership of the Association and shall be debarred from claiming or professing membership of or connection with the Association.

 

9. REGISTERED OFFICE

 

The registered office of the Association shall be in Wellington at such a place determined by the Board.

 

10. COMMUNICATION WITH MEMBERS

 

Formal communication may be by any of the following methods, as agreed with the individual member. At all times, postal mail must be in a sealed envelope.

1. By post, to the mailing address of the member as held in the Association’s records, or
2. By facsimile, to the member’s facsimile number as held in the Association’s records, or
3. By Email, to the member’s email address as held in the Association’s records.