THE RULES OF THE OTAGO MARITIME VHF ASSOCIATION (INCORPORATED)
Name
1. The name of the Society shall be OTAGO MARITIME VHF ASSOCIATION (INCORPORATED).
Interpretation
2. In these rules unless the contrary appears "Association" means" "Otago Maritime VHF Association (Incorporated)"; "Committee" means the Committee appointed under Rule 13 of these Rules; “Year” means the financial year of the Association which shall extend from the 1st day of April in any year until the 31st day of March in the succeeding year; "Resolution” means a resolution passed by a majority of those present and voting at a General or Committee meeting; "Special Resolution" means a resolution passed by two thirds of those present and voting at a General or Committee meeting.
Words imparting the masculine gender only shall include the feminine gender and words imparting the singular shall include the plural and vice versa.
Objects
3. The objects for which the Association is established are as follows :-
(a) (To establish control, administer and maintain a Maritime VHF Radio-Telephone service for use in the Eastern Coastal waters of Otago.
(b) To promote and encourage, in the interests of safety, the use of VHF. radio telephones by the owners of small ships.
(c) To establish rules, regulations and agreements for the use of the Association by members and other interested parties and to conduct training session and education programmes for such persons.
(d) To acquire by purchase, lease, hire, exchange, gift or otherwise and to sell or otherwise dispose of, lease, let, lend, mortgage, charge or otherwise deal with any real or personal property and any rights or privileges which the Association shall think necessary for the purpose of attaining its objects or any of them.
(e) To act in co-operation with sailing, boating and safety clubs, committees, societies, institutions or associations and any Government Agency or local authority for the promotion of these objects.
(f) To contract with employ or otherwise secure the services of any person or persons for the purpose of carrying out any of these objects.
(g) To raise money in any manner for the purpose of carrying out these objects.
(h) To obtain recognition by the Ministry of Commerce, Radio Operations as an authorised association to operate a maritime VHF radio telephone service in the Eastern Coastal waters of Otago and to apply for obtain, and hold such licenses and permits as may be necessary for that purpose.
(i) To do all such things as are incidental or conducive to the attaining of the above objects or any of them.
Membership
4. (a) The Association shall consist of such persons as are admitted to membership according to these rules the number of whom shall not at any time be less than fifteen.
(b) The signatories to these rules shall be the first members.
(c) Members shall be of three classes:
(i) User Clubs and(organisations (hereinafter called "Group Members")
(ii) Individual boat owners and operators of Shore Stations (hereinafter called "Individual Members ")
(iii) Honorary members
(iv) Life Members
Admission to Membership.
5. A person may be proposed for membership either by a member group or an individual member and shall be seconded in like manner. Any person seeking membership shall undertake to observe and abide by the rules and constitution of the Association and shall be admitted by the Committee unless rejected by a three quarters majority.
Honorary members may be elected from time to time at the discretion of the committee. Such members shall have all the privileges of membership except the right to vote.
Life members may be elected from time to time following nomination and the passing of a resolution at a Special or Annual General Meeting.
Resignation
6. Any member may resign from membership by giving to the Secretary notice in writing to that effect and every such notice shall unless otherwise expressed or agreed to by the Committee take effect at the expiration of one calendar month after giving of such notice but any such resignation shall not release the member from payment of his subscription if any for the current year.
Expulsion
7. The Committee may expel from membership any member wilfully disobeying any of these rules or guilty of any conduct rendering him unfit in their opinion to be a member provided that before expelling any member the Committee shall call upon such member for an explanation of his conduct and shall hear what he may wish to say in his defence
Entry fee and Subscriptions
8. (a) All members other than Honorary Members shall pay an entry fee of $ . on joining the Association, or such other entry fee as may from time to time be fixed by resolution at the Annual General Meeting.
(b) All members other than Honorary Members shall pay an annual subscription of such sum as shall be fixed by resolution at the Annual General Meeting in each year. The rate of such subscription may differentiate between Group Members and Individual Members in such manner as the Annual General Meeting shall from time to time decide.
General Meetings
9. The Annual General Meeting shall be held before the end of October in each year for the purpose of electing the officers and committee for the ensuing year, the presentation of the annual report and financial accounts for the past year and such general business as may be brought before the meeting. Not less than seven (7) clear days notice in writing of such meeting shall be given to all members.
Special General Meetings
10. A Special General Meeting of the Association may be convened from time to time as the Committee sees fit, or on receipt of a written requisition signed by not less than ten (10) members in which case the meeting shall be called within 21 days of the receipt of such requisition. The same notice of such a meeting shall be given to all members as for the Annual General Meeting.
Quorum
11. At any meeting of the Committee four members and at any general meeting eight members shall form a quorum.
Voting
12 (a) Voting at all meetings other than for the election of officers shall be by voice unless a show of hands or secret ballot is demanded. Voting on the election of officers and committee shall be by secret ballot.
(b) The chairman at all meetings shall have a deliberative vote and in the event of there being an equality of votes shall have a casting vote as well,
(c) Group members shall be entitled to be represented at general meetings by one delegate appointed by each individual club. Each delegate so appointed shall have one vote at any meetings which they attend.
Committee
13. The affairs and business of the Association shall be controlled by a Committee comprising one delegate appointed by each Group member together with a minimum of six, maximum of nine, members elected from the Individual Members of the Association. The appointment of delegate Members of the Committee must be made in writing by their respective Group Members and delivered to the Secretary at or before the Annual General Meeting in each year. The election of the members representing Individual Members shall take place at the Annual General Meeting and only Individual Members shall be entitled to vote thereon. The members of the Committee so appointed or elected shall hold office until the next succeeding Annual General Meeting or prior death, resignation, expulsion from the Association, or revocation of appointment. Any casual vacancy on the Committee may be filled by the Committee appointing another member to the position vacated except in the case of Delegate Members in which case any vacancy may be filled by the respective Group Member appointing a new delegate to the Committee by notice in writing to the Secretary.
Officers
14. The officers of the Association shall compromise a Chairman, Vice-chairman, Secretary and Treasurer, all of whom shall be elected by the Committee from among the members of the Committee elected and appointed at the Annual General Meeting each year. The election of officers shall take place immediately following the conclusion of business at the Annual General Meeting or within thirty days thereafter and the officers elected shall hold office until the conclusion of business at the next Annual General Meeting.
Chairman
15. The Chairman or in his absence the Vice-Chairman shall preside at all General and Committee meetings of the Association. In the event of neither the Chairman or Vice-Chairman being present at a meeting a Chairman shall be elected by those present at such meetings.
Committee Meetings
16. Meetings of the Committee shall be held at such intervals as shall be considered necessary and at least seven clear days notice of such meetings shall be given either verbally or in writing.
17. Review
The Association shall at the Annual General meeting appoint a person to review the Financials Accounts of the Association. This person shall not be a committee member. In the event of a vacancy the committee shall appoint a replacement.
Bank Accounts
18. The Committee shall have full control of the funds of the Association and may make such arrangements as it deems advisable for the opening of accounts in the name of the Association with any bank or banks and shall from time to time authorise any three members of the Committee to operate on such accounts and all cheques, bills, promissory notes or other negotiable instruments required to be signed , made or endorsed for or on behalf of the Association shall be signed by at least two of such members provided that any cheques or other banking documents, if lodged to the credit of the Association bank accounts, may be endorsed by one such member.
Investment
19. All funds belonging to the Association shall be paid into an Association Bank Account and any part thereof may if the Committee so determines be invested in such forms of investment as the Committee sees fit.
Borrowing Powers
20. The Committee shall have the power to borrow such amounts and on such terms as it thinks fit and to give such security for the repayment of sums so borrowed and interest thereon as the Committee deems expedient
Secretary
21. The secretary shall have custody of and keep entered up to date a Minute Book containing full and correct minutes of all meetings of the Association and a register showing names and addresses of members and the dates on which they became members and will forward to the Registrar of Incorporated Societies such notices and returns as the Registrar shall from time to time require.
Treasurer
22. The Treasurer shall keep such books of account as the Association may from time to time require and each year shall have prepared an income and expenditure account and a balance sheet showing the Association's financial position at the end of that year. Such accounts shall be audited and presented to the Association for approval at the Annual General Meeting.
Trustee
23. The Committee shall have the power to appoint from time to time a Trustee to act as the duly authorised agent of the Association for the purpose of applying for such licences and/or permits as may be necessary to enable the Association to establish and operate a "Coast Station" as defined in the Radio Regulations 1993 and to supervise and manage the operation of such Station when established. Any Trustee so appointed may be an individual member of the Association or a member of a Group Member and shall hold office until the appointment is terminated by the Committee or by resignation. The trustee shall be entitled to attend and vote at all Committee and General meetings of the Association.
Common Seal
24. The Common Seal of the Association shall be kept by the Secretary and shall not be affixed to any document instrument deed writing or other paper except pursuant to a resolution of the Committee and in the presence of the Secretary and two other members of the Committee.
Notices
25. Every notice required to be given under these rules shall be delivered in person, posted or E-Mailed. It shall be deemed to have been received by the person to whom it was addressed, on the day of receipt (if delivered in person), the day following posting (if posted) or on the day following E-Mailing (if E-Mailed).
Alteration to Rules
26. No new rule or alteration of a rule shall be made except by a special resolution passed at a general meeting of the Association. Seven clear days written notice of such proposed new rule or alteration of a rule shall be given to all members.
By-Laws
27. The Committee shall have power to make by-laws or rulings and regulations in furtherence of the objects of the Association not being inconsistent with these rules or any of the rules or regulations governing the operation of maritime radio services and such by-laws or regulations shall be binding upon all members.
Winding-up
28. A majority of the members present at a meeting convened for the purpose may resolve that the Association be wound up as from a date specified in such resolution in accordance with the provisions of the Incorporated Societies Act 1908 and in the event of such winding up, the surplus assets of the Association shall be disposed of in such manner as the meeting sees fit.
If upon the winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other organisation or body having objects similar to the objects of the Association, or to some other charitable organisation or purpose, within New Zealand.
Payment to Members
29. (a) No member of the association or any person associated with a member shall participate in or materially influence any decision made by the association in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever.
(b) 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). The provisions and effect of this clause shall not be removed from this document, and shall be included and implied into any document replacing this document.
30/09/2009
