Constitution

Constitution of Kiwi Randonneurs Incorporated

As adopted: 1 December 2013

1.       NAME/INGOA

The name of the society will be Kiwi Randonneurs Incorporated; in this constitution called "the Society".

2.       PRINCIPLES/MÄTÄPONO

The Society is committed to:

2.1     encouraging and promoting the sport of long distance cycling in New Zealand.

3.       OBJECTS/WHÄINGA

The objects of the Society are to:

3.1     promote and encourage participation in long distance cycling activities in New Zealand;

3.2     organise and conduct free-paced randonnées and other long distance cycling events in New Zealand;

3.3     promote the health and safety of riders, officials and other individuals participating in long distance cycling in any capacity;

3.4     provide fellowship for participants in long distance cycling activities in New Zealand;

3.5     recognise the records and acheivements of long distance cyclists in New Zealand;

3.6     maintain affiliation with BikeNZ, Les Randonneurs Mondiaux, Audax Club Parisien and such other bodies as may be desirable, in the pursuit of these objects;

3.7     promulgate and secure uniformity in such rules and standards as may be necessary for the management of long distance cycling events and related activities;

3.8     act as final arbiter on all matters pertaining to the conduct of long distance cycling activities which the Society homologates or sanctions in New Zealand, including disciplinary matters;

3.9     represent the interests of the Members and of long distance cyclists generally in any appropriate forum;

3.10     carry out other activities required to achieve the above objects of the Society

3.11     pecuniary gain is not an object of the Society.

 

4.       POWERS/TAKETAKE

The Society will have the following powers:

4.1     To use its funds as the Executive Committee thinks necessary or proper in payment of its costs and expenses, including the employment and dismissal of counsel, solicitors, agents, officers and staff, according to principles of good employment and the Employment Relations Act 2000 or any subsequent enactments.

4.2     To purchase, take on, lease or exchange or hire or otherwise, acquire any real or personal property and any rights or privileges which the Executive Committee thinks necessary or proper for the purpose of attaining the objects of the Society and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges.

4.3     To invest funds not immediately required for carrying out the objects of the society by deposit with any Bank registered in New Zealand.

4.4     To borrow or raise money from time to time with or without security and upon such terms as to priority or otherwise as the Executive Committee thinks fit.

4.5     To pursue through itself or others, such commercial arrangements, including sponsorship and marketing opportunities as are appropriate to further the objects of the Society.

4.6     To do all things necessary or desirable to give effect to and attain the objects of the Society.

4.7     All such activities detailed above are to be carried out within the parameters of the approved budget

 

5.       MEMBERSHIP/HUANGA

5.1     All those persons who were members of the unincorporated society known as Kiwi Randonneurs at the date of this constitution being agreed to will be members of the Society.

5.2     Any person who agrees with the objects of the Society may, subject to the Executive Committee's approval, become a member of the Society by application in writing and upon payment of the membership subscription, if any, set from time to time by the Executive Committee of the Society.

5.3     A register of members of the Society will be maintained by the Secretary in accordance with the provisions of the Incorporated Societies Act, 1908 and subsequent enactments.

5.4     Any person may resign membership of the Society by giving written notice to the Secretary. The Secretary will maintain a record of any resignation.

5.5     If a current subscription has not been paid by a member, membership will cease three (3) months after a subscription has lapsed.

5.6     Categories of Member

The Members shall be divided into the following categories:

(a) Individual Members, who shall have the right to be present, to debate and to vote at General Meetings;

(b) Life Members, who shall have the right to be present, to debate and vote at General Meetings; and

(c) Temporary Members. The Executive Committee may recognise and provide for Temporary Members on terms and conditions determined by the Executive Committee from time to time. Names of Temporary Members will not be entered in the Register of Members. A Temporary Member may not vote at any General Meeting.

5.7     Renewal of Membership

Individual Members must reconfirm their membership annually through payment of the subscription set out in rule 5.2 or set by the Executive Committee from time to time.

5.8     Expulsion of members/Te pananga o te mema mai i te

The procedure for expulsion of members will be as follows:

5.8.1   Any person or organisation may make a complaint to the Executive Committee that the conduct of a member of the Society is or has been injurious to the character of the Society. Every such complaint will be in writing and addressed to the Secretary.

 

5.8.2   If the Executive Committee considers that there is sufficient substance in the complaint, it may invite the member to attend a meeting of the Executive Committee and to offer a written and/or oral explanation of the member's conduct.

5.8.3   The Executive Committee will give the member at least fourteen (14) days written notice of the meeting.

The notice will:

5.8.3.1          sufficiently inform the member of the complaint so that the member can offer an explanation of the member's conduct; and

5.8.3.2          inform the member that if the Executive Committee is not satisfied with the member's explanation the Executive Committee may expel the member from the Society.

5.8.4   If in the meeting the Executive Committee decides to expel the member from the Society the member will cease to be a member of the Society.

5.8.5   A member expelled by the Executive Committee may within fourteen (14) days give written notice of appeal to the Secretary. The Secretary will then call a Special General Meeting to take place within twenty eight (28) days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member will be reinstated immediately.

 

6.       GENERAL MEETINGS/NGA HUI WHÄNUI

"General Meeting" refers to both Annual General Meeting and Special General Meeting, unless otherwise specified.

6.1     The quorum for a General Meeting will be ten (10) members present in person, conference call or online meeting.

6.2     At least twenty-eight (28) days written notification of each General Meeting will be given to members at the current address for such members recorded in the register of members. It will be the responsibility of members to keep the office informed of their contact details.

6.3     Notification of a General Meeting will specify the time, date and place of the meeting. Notification will also include how members may participate online or by conference call and describe in a general way all the matters that will arise to be considered and specify what further and more detailed information on these matters is available from the Executive Committee. Full information will be provided concerning any proposed amendments to the constitution or any matter which is the business of a Special General Meeting. Such information will be supplied to any member requesting it.

6.4     The General Meeting will be chaired by the current President of the Society. In the absence of the President the meeting will elect a person to chair the meeting from among the members present.

6.5     A member may be represented at a General Meeting by a nominee appointed by notice in writing to the Secretary and received by the Secretary before the meeting. A member will have the right at any time to change, withdraw or revoke the appointment of the member's nominee by notice in writing to the Secretary.

6.6     All questions will, if possible, be decided by consensus. However, where a consensus decision cannot be reached on a matter, the decision will, unless otherwise specified in this constitution, be made by a majority vote.

6.7     Only current members will be eligible to vote. Affiliates will be eligible to attend meetings and speak.

6.8     Voting will be by voice vote unless members indicate an alternative preference. If any member requests a secret ballot on any vote or election, a secret ballot will be held.

6.9     If voting is tied, the chairperson will have a casting vote.

7.       ANNUAL GENERAL MEETINGS/NGA HUI A TAU

7.1     The Annual General Meeting will be held annually within five (5) months of the end of the financial year.

7.2     The Annual General Meeting will carry out the following business:

7.2.1   Receive the minutes of the previous Annual General Meeting and of any other General Meeting held since the last Annual General Meeting.

7.2.2   Receive the Executive Committee's report on the activities of the Society over the last year and the proposed priorities and directions for the Society in the current year.

7.2.3   Receive the balance sheet and statement of income and expenditure for the past year and the estimate of income and expenditure for the current year.

7.2.4   Elect the officers and other ordinary members of the Executive Committee of the Society (see section 9.1).

7.2.5   Appoint an auditor or reviewer of the Society's accounts, if requested by the membership in accordance with section 12.4

7.2.6   Conduct any other business which may properly be brought before the meeting.

7.3     The Annual General Meeting may be held in person, by conference call or by online meeting as decided on by the Executive Committee and specified in the Notice of the meeting (see section 6.3).

8.       SPECIAL GENERAL MEETINGS/NGA HUI OHORERE

8.1     Special General Meetings may be called by the Executive Committee or by a written request made by at least five (5) members and delivered to the Secretary. Where the meeting has been called on the written request of five (5) members it will be called within thirty (30) days of the delivery of that request to the Secretary.

8.2     A Special General Meeting will only consider business related to the reason for which it is called, as notified to the members (see section 6.3).

 

9.       EXECUTIVE COMMITEE/TE KOMITI WHAKAHAERE

9.1     The Executive Committee will be composed of a President, Secretary, Treasurer and no more than three (3) other members.

9.2     The Executive Committee will have the power to fill any places vacant following the Annual General Meeting, or any vacancy that arises in the Executive Committee or among its named officers until the next Annual General Meeting.

9.3    Elected members of the Executive Committee will retire at each Annual General Meeting, but will be eligible for re-election at the same and subsequent meetings. Newly elected Executive Committee members will take office immediately upon their election.

9.4     Nominations for elected positions on the Executive Committee, including officer-bearers, may be by way of written nomination signed by a current member and endorsed with the consent of the nominee and given to the Secretary at least seven (7) days before the day fixed for the Annual General Meeting. No nomination may be withdrawn after the date on which nominations close. If there are insufficient nominations to fill the vacant positions on the Executive Committee, oral nominations may be received at the Annual General Meeting, provided that no member will be elected who has not consented to being nominated.

9.5     The procedure for meetings will be as follows:

9.5.1   A quorum for meetings of the Executive Committee will be at least half of its members.

9.5.2   If a member of the Executive Committee, including an office-bearer, does not attend three (3) consecutive meetings without leave of absence that member may, at the discretion and on decision of the Executive Committee, be removed from the Executive Committee.

9.5.3   All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands.

9.5.4   If the voting is tied, the Chairperson will exercise a casting vote.

9.5.5   Each meeting will be chaired by the President of the Society or, in her/his absence, by a person appointed by the Executive Committee.

9.6     The Executive Committee will meet at least six (6) times every year. Meetings may be held in person, by conference call or online meeting as decided on by the Executive Committee from time to time. All members of the Executive Committee, including office-bearers, will be given at least 14 days notice of the meeting by the Secretary.

9.7.    The Secretary will ensure that a minute book is maintained which is available to any member of the Society and which, for each meeting of the Executive Committee, records

9.7.1   the names of those present;

9.7.2   all decisions which are required by the constitution or by law to be made by the Society; and

9.7.3   any other matters discussed at the meeting.

9.8     The Executive Committee will at all times be bound by the decisions of the members at General Meetings.

 

10.     INCOME, BENEFIT OR ADVANTAGE TO BE APPLIED TO OBJECTS/KO NGA RAWA HEI PAINGA MO TE IWI

10.1    Any income, benefit or advantage will be applied to the objects of the Society.

10.2    No member of the Society or any person associated with a member shall participate in or materially influence any decision made by the Society in respect of any payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever

Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).

10.3    The provision and effect of this clause shall not be removed from this constitution and shall be implied into any document replacing this constitution.

 

11.     POWER TO DELEGATE/TURU TAKETAKE

11.1    The Executive Committee may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person. The committee or person may without confirmation by the Executive Committee exercise or perform the delegated powers or duties in the same way and with the same effect as the Executive Committee could itself have done.

11.2    Any committee or person to whom the Society has delegated powers or duties will be bound by the charitable terms of the Society and any terms or conditions of the delegation set by the Executive Committee.

11.3    The Society will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Executive Committee.

11.4    It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a member of the Society.

 

12.     FINANCIAL ARRANGEMENTS/WHAKARITE PÜTEA

12.1    The financial year of the Society will be from 1 November to 31 October the following year.

12.2    At the first meeting of the Executive Committee following each Annual General Meeting, the Executive Committee will decide by resolution the following:

12.2.1 how money will be received by the Society;

12.2.2 who will be entitled to produce receipts;

12.2.3 what bank accounts will operate for the ensuing year, including the purposes of and access to accounts;

12.2.4 who will be allowed to authorise the production of cheques or transactions and the names of those cheque or transaction signatories; and

12.2.5 policy concerning the investment of money by the Society, including what type of investment will be permitted.

12.3    The Treasurer will ensure that true and fair accounts are kept of all money received and expended.

12.4    No review or audit of the annual financial statements is required unless a review or audit is requested by 5% of the Members present at any properly convened Society Meeting.

13.     COMMON SEAL/TE TOHE TAKETAKE

13.1    The Common Seal of the Society will be kept in the custody and control of the Secretary.

13.2    When required, the Common Seal will be affixed to any document following a resolution of the Society and will be signed by the Treasurer and one other member of the Executive Committee.

 

14.     INDEMNITY/INIHUATIA

14.1    No Officer or member of the Executive shall be liable for the acts or defaults of any other Officer or member of the Executive or any loss occasioned thereby, unless occasioned by their willful default or by their willful acquiescence.

14.2    The Officers, Executive and each of its members shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their willful default.

 

15. ALTERATION OF RULES/TE WHAKAREREKËTANGA TURE

The rules of the Society may only be amended in any way by a 2/3 majority of eligible members present at any General Meeting, provided that no addition to or alteration of the pecuniary profit clause (Section 10), the activities limited to New Zealand clause (section 17), or the winding up clause (Section 18).

16.     MEDIATION & ARBITRATION/TAKAWAENGA

16.1    Any dispute arising out of or relating to this deed may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between parties. Mediation may be initiated by either party writing to the other party and 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 mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

16.2    The mediation shall be terminated by-

16.2.1 The 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.

16.3    If the mediation should be terminated as provided in 16.2.2, 16.2.3, 16.2.4 any dispute or difference arising out of or in connection with this constitution, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty -one (21) days, then to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

17.     Activities Limited to New Zealand/Nga Mahi ki Aoteoroa Anake

The activities of the Society will be limited to Aotearoa/New Zealand.

18.     DISPOSITION OF SURPLUS ASSETS/TE TUKU TOENGA RAWA

18.1    The Society may be wound up if at a General meeting of its members, it passes a resolution to wind up, and the resolution is confirmed at a subsequent general meeting called together for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.

18.2    Any surplus assets after the payment of all outstanding liabilities will be distributed among such community organisations in New Zealand that have similar objects to the Society and as the members will decide in a General Meeting. If the Society is unable to resolve  any disagreement over the distribution of surplus assets then the provisions of Section 27 of the Incorporated Societies Act 1908, or the relevant provisions of subsequent enactments, will apply.

19.     DEFINITIONS AND MISCELLANEOUS MATTERS/WHAKAEHU

19.1    “Written Notice” means communication by post, electronic means (including email, and website posting) or a combination of these methods.

19.2     “Address” means physical postal address or electronic e-mail address

19.3    Matters not covered in these rules shall be decided upon by the Executive Committee.