Constitution

1. NAME

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

 

2. OBJECTS 

Rainbow Wellington is a non-profit association that aims to communicate with and educate the community at large on lesbian, gay, bisexual, transgender and intersex (lgbti) issues by:

 

1.        Promoting a strong and positive sense of community for members of lgbti communities, in particular but not exclusively for those who are members of Rainbow Wellington, by encouraging social interaction, co-ordinating events of interest to them and celebrating our communities.

2.        Offering support and encouragement to members of lgbti communities affected by discrimination and prejudice, and pursuing redress of discriminatory issues by engaging in public debate on such issues so that all those in lgbticommunities enjoy the human rights available to all New Zealand citizens.

3.        Providing financial assistance through grants and donations for individuals and groups undertaking specific activities that advance the causes of lgbti people.

4.        Affiliating with and offering support to other organisations pursuing objectives consistent with those of Rainbow Wellington.

5.        Rainbow Wellington accepts Te Tiriti o Waitangi as the founding document of Aotearoa New Zealand and recognises M&aboutus.asp#257;ori as Tangata Whenua in Aotearoa New Zealand.

 

 

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 annual financial statements that have been verified in terms of the provisions of Clause 14.1

o   Appointment of independent accountant. The Board shall have authority to fill any casual vacancy.

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. 

o   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 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 January and terminate on 31st December, with effect from 1st January 2010.

 

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 Statement of Financial Performance and Position must be prepared by an independent accountant (who is not a member of the Board of Rainbow Wellington) for presentation at the AGM. 

 

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.

    Constitution

    1. NAME

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

     

    2. OBJECTS 

    Rainbow Wellington is a non-profit association that aims to communicate with and educate the community at large on lesbian, gay, bisexual, transgender and intersex (lgbti) issues by:

     

    1.        Promoting a strong and positive sense of community for members of lgbti communities, in particular but not exclusively for those who are members of Rainbow Wellington, by encouraging social interaction, co-ordinating events of interest to them and celebrating our communities.

    2.        Offering support and encouragement to members of lgbti communities affected by discrimination and prejudice, and pursuing redress of discriminatory issues by engaging in public debate on such issues so that all those in lgbticommunities enjoy the human rights available to all New Zealand citizens.

    3.        Providing financial assistance through grants and donations for individuals and groups undertaking specific activities that advance the causes of lgbti people.

    4.        Affiliating with and offering support to other organisations pursuing objectives consistent with those of Rainbow Wellington.

    5.        Rainbow Wellington accepts Te Tiriti o Waitangi as the founding document of Aotearoa New Zealand and recognises M&aboutus.asp#257;ori as Tangata Whenua in Aotearoa New Zealand.

     

     

    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 

    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.
    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 annual financial statements that have been verified in terms of the provisions of Clause 14.1

    o   Appointment of independent accountant. The Board shall have authority to fill any casual vacancy.

    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. 

    o   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

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

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

    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. 
    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

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

     

    11. FINANCIAL YEAR

    The financial year of the Association shall commence on 1st January and terminate on 31st December, with effect from 1st January 2010.

     

    12. BORROWING

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

    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. 
    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

     The Statement of Financial Performance and Position must be prepared by an independent accountant (who is not a member of the Board of Rainbow Wellington) for presentation at the AGM. 

     

    15. THE COMMON SEAL

    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

    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.
    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.
    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.
    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.
    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

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

    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. 
    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

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

    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.