Draft (14/09/14) Rules of OTAGO MARITIME VHF
ASSOCIATION INCORPORATED
Table of contents
1. Name2. Purposes
3. Management of the Association
4. Roles of the officers
5. Roles of the committee
6. Appointment of committee members
7. Committee meetings
8. Membership
9. Subscriptions
10. Cessation of membership
11. Obligations of membership
12. Annual general meetings
13. Special general meetings
14. Financial management
15. Common seal
16. Notices
17. By-laws
18. Alterations to rules
19. Winding-up
20. Definitions
1 Name
1.1 The name of the Association is Otago Maritime VHF Association Incorporated
2 Purposes
2.1 The purposes of the Association are:
(a) To establish, control, administer and maintain for the use of members a maritime VHF radiotelephone service in the coastal waters of Otago;
(b) To facilitate and encourage, in the interests of safety, the use of VHF radiotelephones by the owners of small ships, boats and other water craft;
(c) To meet community needs for search and rescue operations and training and other such events as the committee agrees to support;
(d) To cooperate with organisations with mutual interests for the promotion of these objectives;
(e) To raise money for the purpose of carrying out these objectives;
2.2 Pecuniary gain is not a purpose of the Association.
3 Management of the Association
3.1 The Association shall have a managing committee (the committee), comprising the following:
(a) The chair;
(b) The secretary;
(c) The treasurer;
(d) The repeater trustee;
(e) Up to six (6) other members of the Association; and
(f) Up to four (4) delegates, co-opted by the committee, from member organisations and/or special interest groups.
3.2 Only members of the Association may be committee members.
4 Roles of the officers
4.1 The chair is responsible for:
(a) Ensuring that the rules are followed;
(b) Convening meetings and establishing whether a quorum (four committee members) is present;
(c) Chairing meetings;
(d) Overseeing the operation of the Association;
(e) Providing a report on the operations of the Association at each annual general meeting.
4.2 The secretary is responsible for:
(a) Recording the minutes of meetings;
(b) Keeping a list of members.
(c) Holding the Association’s records, documents and books, except those required by the treasurer and the repeater trustee;
(d) Receiving and replying to correspondence as required by the committee;
(e) Advising the appropriate government authorities of any rule changes;
4.3 The treasurer is responsible for:
(a) Keeping proper accounting records of the Association’s financial transactions to allow the Association’s financial position to be readily ascertained;
(b) Providing financial information to the committee
as the committee determines;
(c) Preparing
an annual statement of accounts in accordance with the requirements of the
Charities Services, and when reviewed shall be distributed to members;
(d) Forwarding the annual
financial statements of the association to the Charities Services and any other
government authority that requires them;4.4 The repeater trustee is responsible for:
(a) Applying for radiotelephone licences and/or permits as may be necessary to enable the Association to fulfill its purposes.
5 Roles of the committee
5.1 Subject to the rules of the Association the role of the committee is to:
(a) To administer, manage, and control the Association;
(b) To carry out the purposes of the Association, and use money or other assets to do that;
(c) To manage the Association’s financial affairs, including approval of the annual financial statements for presentation to members at annual general meetings;
(d) Delegate responsibility and co-opt members where necessary;
(e) Ensure that all members follow the rules;
(f) Decide how a person becomes a member, and how a person stops being a member;
(g) Decide the procedure for dealing with complaints;
(h) Recommend membership subscriptions to the annual general meeting;
(i) Make by-laws.
5.2 The committee has all the powers of the Association, unless the committee’s power is limited by these rules, or by a majority decision of the Association.
5.3 All decisions of the committee shall be by a majority vote. In the event of an equal vote the chair shall have a casting vote, that is, a second vote.
5.4 Decisions of the committee bind the Association, unless the committee’s power is limited by these rules or by a majority decision of the Association.
6 Appointment of committee members
6.1 The committee shall be elected at an annual general meeting by a majority vote, and will hold office until the conclusion of business at the next annual general meeting or until they resign from the committee and/or the Association.
6.2 The co-opted members shall remain members of the committee until the first committee meeting following an annual general meeting or until they resign from the committee and/or the Association.
6.3 A casual vacancy may be filled by the committee.
7 Committee meetings
7.1 Committee meetings may be held via video or telephone conference, or other formats as the committee may decide;
7.2 Committee meetings shall be held at such intervals as shall be considered by the chair to be necessary, or at the request of two other officers or committee members.
7.3 At least seven clear days’ notice of such meetings shall be given by the secretary either verbally or by written notice.
7.4 An urgent meeting may be held on short notice if the chair or acting chair so decides.
7.5 Only committee members present at a committee meeting may vote at that committee meeting.
7.6 The quorum for committee meetings is four (4) committee members.
7.7 Committee meetings may be attended by other members of the Association, who may speak but not vote. They may be asked to leave the meeting if the committee so decides.
8 Membership
8.1 There shall be the following classes of membership:
(a)
Recreational
members.
(b)
Commercial
members.
(c)
Member
organisations.
(d)
Honorary
members.
(e)
Life
members.
8.2 Applications for
membership shall include the details required by the committee, an undertaking
to observe and abide by the rules and objectives of the Association, and
payment of the appropriate subscription.8.3 The committee shall have complete discretion when it decides whether or not to allow an applicant to become a member. The committee shall advise the applicant of its decision and that decision shall be final.
8.4 Members have the rights and responsibilities set out in these rules.
9 Subscriptions
9.1 All members other than honorary and life members shall pay annual subscriptions of such sums as shall be fixed by resolution at the annual general meeting in each year.
9.2 Subscriptions for commercial members with more than one vessel may be set per vessel.
9.3 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.
10 Cessation of membership
10.1 Any member may resign from membership by giving to the secretary notice in writing to that effect and such notice shall take effect immediately, but any such resignation shall not release the member from payment of any subscription due.
10.2 The committee may expel from membership by majority vote any member breaching these rules or acting in a manner inconsistent with the purposes of the Association. 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.
11 Obligations of membership
11.1 All members shall promote the purposes of the Association and shall do nothing to bring the Association into disrepute.
12 Annual general meetings
12.1 The annual general meeting shall be held before the end of October in each year, for the purposes of the presentation of the annual reports and financial accounts for the past year; setting the annual subscription; election of the officers, financial reviewer, honorary solicitor and the committee for the ensuing year; and considering such general business as may be brought before the meeting.
12.2 Not less than seven (7) clear days notice in writing of such meeting shall be given to all financial, honorary and life members.
12.3 The Association shall at the annual general meeting elect a person to review the financial accounts of the Association;
(a) This person shall not be a member of the committee;
(b) A vacancy occurring in this office during the year may be filled by the committee;
12.4 The Association may at the annual general meeting elect an honorary solicitor.
(a) Any vacancy occurring in this office during the year may be filled by the committee.
12.5 Only members of the Association are entitled to vote at a general meeting.
12.6 The quorum for a general meeting is eight members (8).
13 Special general meetings
13.1 A special general meeting of the Association may be convened as the committee sees fit, or on receipt of a written request signed by not less than ten (10) members, in which case the meeting shall be called within 21 days of the receipt of such a request.
13.2 Not less than seven (7) clear days notice in writing of a special general meeting shall be given to all financial, honorary and life members.
14 Financial management
14.1 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 an account(s) with a registered bank in the name of the Association, and shall from time to time authorise any three members of the committee to operate on such accounts.
14.2 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 such members. Transfers between the Association’s bank accounts with the same bank shall be signed by one or more members
14.3 Any funds the committee wishes to invest must be invested in a bank registered with the Reserve Bank of New Zealand.
14.4 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.
14.5 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.
14.6 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.
15 Common seal
15.1 The committee shall provide a common seal for the Association and may from time to time replace it with a new one.
15.2 The secretary shall have custody of the common seal, which shall only be used by the authority of the committee.
15.3 Every document to which the common seal is affixed shall be signed by the chair and counter signed by the secretary or a member of the committee.
16 Notices
16.1 Every notice required to be given under these rules shall be delivered personally, mailed or emailed. It shall be deemed to have been received by the person(s) to whom it was addressed, on the day of receipt (if delivered personally), the day following posting (if posted) or on the day following emailing (if emailed).
17 By-laws
17.1 The committee shall have power to make by-laws or regulations in furtherance of the purposes 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.
18 Alterations to rules
18.1 No new rule or alteration of a rule shall be made except by a special resolution passed at a general meeting of the Association.
18.2 Ten clear days (10) written notice of any such meeting, containing copies of the proposed new rule or alteration of a rule, shall be given to all members.
18.3
No additions to these rules shall be accepted until they have been approved by
the Companies Office and Charities Services, Department of Internal Affairs.
19 Winding-up
19.1 A majority of the members present at a meeting convened for this 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.
19.2 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 charitable organisation or body with objects similar to the objects of the Association, or to some other charitable organisation or purpose within New Zealand.
END
Registered this……….day of ……………..etc.
Definitions
In these rules:(a) ‘Association’ means the Otago Maritime VHF Association (Incorporated).
(b) ‘Committee’ means the committee appointed under Rule 6.1 of these rules.
(c) ‘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.
(d) ‘Resolution’ means a resolution passed by a majority of those present and voting at a general or committee meeting.
(e) ‘Special resolution’ means a resolution passed by two thirds of those present and voting at a general or committee meeting.
(f) ‘In writing’, ‘written notice’ and ‘distributed to members’ mean communication by post, electronic means (including email and website posting), or advertisement in periodicals, or a combination of these methods.
(g) It is assumed that:
(i)
Where the masculine is used, the feminine is included.
(ii) Where the singular is used, plural forms
of the noun are also inferred.
(iii) Headings are a matter of reference and
not part of the rules.
(h) Matters not covered in
these rules shall be decided by the committee.(i) ‘Association meeting’ means any annual general meeting, or any special general meeting, but not a committee meeting.
(j) 'Recreational member' means the owner or user of a vessel and/or the operator of a shore radiotelephone station for recreational purposes.
(k) 'Commercial member' means the owner or user of a vessel and/or the operator of a shore radiotelephone station for commercial purposes. This class of membership allows different operators on the member’s vessel(s) and/or shore station(s) to use the network.
(l) 'Member organisation' means a club, society, institution, or a group of people with an interest in the Association’s services. A member organisation is entitled to operate a base station for its members and other persons participating in its activities, using the Association’s repeater network.
(m) 'Honorary member' means a person nominated and elected by the committee at its discretion. Such member shall have all the privileges of membership except the right to vote at meetings.
(n) 'Life member' means a person elected following nomination and passing of a resolution at a general meeting. Such member shall have the full privileges of membership.
