DIABETES WELLINGTON INCORPORATED CONSTITUTION
The society shall be known as DIABETES WELLINGTON INCORPORATED.
The objectives of the Society which are limited to New Zealand are:
- To provide within the greater Wellington region (comprising the cities of Lower Hutt, Porirua, Upper Hutt and Wellington as well as the Kapiti District) an organisation to promote the health, welfare and interests of people with diabetes residing within that region and to provide an organisation for the benefit of such people and others interested in Diabetes.
- To join with, affiliate to, or assist in any manner similar community-based organisations so as to further the objectives of the Society.
- To raise funds by lawful means in the furtherance of the objectives of the Society.
- To act as publishers, printers, and advertising agents as a means of communication to people with diabetes.
- To do any other acts, matters and things as may be directly or indirectly conducive to the objects of the Society and whether in addition to or as ancillary to any other power or authority.
- Membership shall be open on application to any person who applies in writing to become a member, who agrees to abide by the rules of the Society and who pays all subscriptions as may from time to time be required.
- Membership shall consist of the following classes:
- Individual membership
- Family membership - May consist of parent/s and any of their children under the age of 16 years.
- Unwaged - Any person not in full-time employment or business activity.
- Life members - being members admitted to such membership by an Annual General Meeting.
- Supporters – persons without diabetes who support the activities of the Society. Supporters can participate fully in the life of the society (including membership of the committee and the holding of offices), but would not be required to pay an annual subscription
- DETERMINATION OF MEMBERSHIP:
Any person shall cease to be a member:
- By a written resignation.
- By death.
- By failure to pay subscription fees within 6 months of the due date.
- By a resolution passed at a Special or Annual General Meeting.
All annual subscriptions and fees shall be fixed at an Annual General Meeting of the Society. The Society shall have the power to delegate to the Committee the power to fix such fees and subscriptions and in the event that the Committee proposes to alter the rates of subscription, it shall not to do so until it has given to members at least one month’s notice.
The society shall hold the following meetings:
- Annual General Meeting (AGM) - shall be held within 4 months of the end of the financial year.
- Special General Meeting (SGM) - may be called in the following manner:
- by a resolution to that effect passed by the Committee
- by the Chairperson or the Secretary of the Society.
- by a requisition signed by not less than 10 financial members of the Society calling for such an SGM.
Within seven days of the receipt of such a requisition and/or notice of motion the Secretary shall cause a notice to be issued to all financial members of the Society giving not less than 14 days notice of the intention to call such meeting and the matter or matters that are to be the subject of that SGM. At such a General Meeting no matters other than those of which notice has been given shall be discussed. It shall be permissible to hold an SGM at the same time as an AGM.
- For any other ordinary meeting of the Society notice of the meeting shall be given no less than 14 days prior to the date of the meeting. Notice shall be taken to include electronic communications, such as emails and text messages, and notice shall be deemed to have been provided by the Society once sent to the member’s correct address, email address or telephone number.
- The Committee may make provision for members to attend an AGM, SGM or ordinary meeting by video conferencing facility provided by the Society to allow members to attend remotely.
- A quorum for any General or Special General Meeting of the Society shall be either attendance of fifteen percent of financial members or twenty financial members whichever is the least. Members attending any AGM or SGM remotely using video conferencing facilities provided by the Society shall be deemed to be in attendance as if in person.
- Persons who are not physically present, but have submitted their voting instructions in writing, shall be considered to be in attendance as if in person. For the avoidance of doubt, “writing” shall be taken to include electronic communications such as emails.
- Provision by the Society of video conferencing facilities for the purpose of members attendance at an AGM or SGM must include a facility for members to cast their vote as if they were present in person.
- Notwithstanding the foregoing, votes of members who are not physically present shall always be cast by written ballot, submitted on paper or by electronic communication such as email.
The adoption of any resolution of the Society shall require a simple majority in respect of the votes cast except as otherwise required by these rules. The chairperson shall elect whether votes on any particular resolution may be cast by voice or by the show of hands or by written ballot. If five or more delegates present such a request then the chairperson shall require the resolution convened to be decided by written ballot.
- The supreme governing body shall be the ordinary or Special General Meeting of the Society and any determination by such meeting shall be binding on the Society and on all of its officers and members.
- Subject to the rules and by-laws of the Society and to any direction of a General Meeting the Committee shall conduct the affairs of the Society.
- No individual shall act in any matter that runs counter to directions agreed at a General Meeting.
- COMMITTEE AND OFFICERS:
- At each Annual General Meeting a Patron shall be elected.
- At each Annual General Meeting there may be elected the following officers:
- a Chairperson
- a Treasurer
- a Committee of not more than twelve (12) members.
Providing that the committee shall have the power to elect or co-opt replacement members of the committee in between Annual General Meetings. The election of any officers shall be in accordance with Rule 7 of the Society.
- The elected officers shall be members of the Committee.
- A quorum for a meeting of the committee shall have 4 persons present including at least one officer. Committee members participating via telephone or video call shall be deemed to be present.
- If there are no candidates to fill the officer positions described in (b), the Committee is to assume the responsibility for that function and may assign roles on a pro-tem basis.
- PROCEEDINGS OF THE COMMITTEE:
- Questions arising on any matter shall be decided by a majority of votes amongst all Committee members. In the case of equality of votes the chairperson shall have an additional casting vote.
- At any meeting of the Society the Chairperson or, in the absence of the Chairperson the Committee shall elect one of its number to chair the meeting.
- The Committee shall keep such minutes as it seems desirable to be kept of its proceedings.
- No member of the Committee shall vote in respect of any contract or proposed contract in which he or she or any company in which he/she may be interested is involved.
- The secretary shall give or cause to be given proper notice of all meetings of the Committee and shall perform such other duties pertaining to the administration of the Society as are usually performed by a secretary or as may be directed by these rules or bylaws or by a General meeting or the Committee of the Society.
- If a Committee meeting has not been held over a period of two months, any member of the Committee, or any five members of the society may petition the Secretary to call such a meeting, which then must be held within 28 days of that petition.
- DUTIES OF OFFICERS:
- Any person appointed to any office shall take office at the conclusion of the meeting and shall remain in office until his/her successor comes into office.
- Any such elected person shall be able to resign at any time.
- Any such person shall be asked to resign at the majority, vote of the Committee.
- In the event that the Chairperson shall resign for whatever reason an AGM or an SGM must be used for the election of a new Chairperson.
- If any officer or Committee member fails to attend three consecutive meetings of the committee without permission of the committee he/she will be deemed to have vacated office.
- Subject to these rules and to any direction of a General meeting, the Committee may;
- Fix the date of closing of the financial year.
- Disburse the funds of the Society, after payment of administration expenses, for the furtherance of the objects of the Society.
- All monies paid to the Society shall be banked by the Treasurer who shall keep a proper record of the receipt and disbursement of the same.
- The Society Treasurer shall at the close of the Society’s financial year prepare or cause to be prepared a full statement of all the financial transactions of that year and of the assets and liabilities of the Society and shall before the Annual General Meeting send an Audited copy of the statement to the secretary for submission to such meeting.
- No part of the income or property of this Society shall be paid directly or indirectly to any members of the Society provided that nothing herein contained shall prevent reasonable payment to members for services rendered.
- Should there be sufficient numbers within the greater Wellington region (comprising the cities of Lower Hutt, Porirua, Upper Hutt and Wellington as well as the Kapiti District), the setting up of a Sub-Branch of Diabetes Wellington Inc may be practical. The Sub-Branch shall adopt the objectives of Diabetes Wellington Inc as per article 2 a, b, c, d, e and f of this Constitution as they apply for the area that the Sub-Branch is to operate within.
- All members of any Sub-Branch must be members of Diabetes Wellington Inc.
- All members of a Sub-Branch shall be required to pay the current subscription of Diabetes Wellington Inc and shall receive the same privileges as accorded to any other member of the Diabetes Wellington Inc.
- The Sub-Branch shall elect a Chairperson, and may elect a Secretary, a Treasurer and a Committee. Rules for the governance of the Sub-Branch shall be established by the Committee of the Society.
- Diabetes Wellington Inc shall pay to the Sub-Branch an annual capitation fee of an amount determined by the committee for the purpose of assisting the Sub-Branch in obtaining meeting rooms and other small incidental costs.
- An Auditor or Auditors of the Society shall be appointed at the Annual General Meeting.
- If at any time no appointment is made of an Auditor/Auditors the committee shall appoint an Auditor or Auditors.
- AMENDMENT TO RULES
These rules may only be added to, altered, rescinded by resolution passed at the Annual or Special General Meeting providing that due notice of any rule change has been given and that such resolution be passed by a majority of 75% of votes cast.
No alteration, addition or rescission may be made to the Rules which in any way alters the charitable nature of the Society.
- POWER OF THE SOCIETY TO INVEST AND BORROW MONEY:
- Subject to the prior approval of the Society in Annual or Special General Meeting the committee shall have the power to borrow or raise money upon mortgage of the real property of the Society or any part or parts thereof or upon debentures, debenture stock or mortgage debentures of the Society to issue any such debentures, debenture stock or mortgage or to borrow any money from bankers or other person with or without security but no person advancing shall be bound to ensure whether this rule has been complied with or be affected by any irregularity howsoever the same may occur.
- The committee shall have the power to invest any monies of the Society provided that any such investment shall be with a recognised financial institution.
- COMMON SEAL:
The Committee shall provide a common seal for the Society and they shall have the power from time to time destroy the same-and substitute a new one in lieu thereof. The common seal shall remain in the possession of the Secretary and only be used when directed by the Committee and for the purposes of executing documents and shall be affixed in the presence of two members of the Committee.
- WINDING UP:
The Society may be voluntarily wound up:
- If the society at an Annual or Special General Meeting so passes a resolution of the winding up of the Society and provided that:
- Such a resolution is confirmed by a subsequent SGM convened for such a purpose and held not sooner than 30 days and no later than 60 days after the AGM or SGM at which such resolution was passed.
- On winding up or dissolution of the Society all assets remaining after the payment of all costs, debts and any other charges shall, subject to any trust affecting the same, be distributed for charitable purposes within New Zealand or as a Judge of the High Court of New Zealand shall direct. Provided that there shall be no distribution, whether by way of money, property or otherwise, howsoever to any members.