1
NAME The name of the Group is U3A PORT HILLS INCORPORATED (“U3A”, "the Society”)
2
OBJECTS The objects of U3A are:
a)
To
provide ongoing learning for people who have reached their retirement years;
b)
To
promote an environment for the expansion of knowledge with the attendant benefits that continuity of learning and related social activity brings;
c)
To
be self-sufficient in determining U3A’s programme of preferred studies and to
provide presenters from within its membership where that resource exists and to
seek assistance from other presenters where U3A members lack the appropriate knowledge and expertise.
d)
To
be involved in any other education related charitable activities.
3
POWERS The Committee on behalf of the Society shall have the power
to do all such things as it deems necessary for the achievement of the above charitable objects, including, but not limited to:
a)
Grants and Donations: To solicit, receive, enlist and accept
financial grants or other support from individuals and organisations,
authorities and government, provided that this is not subject to any condition
that is inconsistent with the achievement of the objects of U3A;
b)
Contracts: To liase, negotiate, work with, enter into
and be party to contracts and agreements with any party and on such terms as
the Committee think fit;
c)
Receive Donations: To solicit and accept
any property or money donated to U3A, including a transfer or conveyance of
real or personal property, whether subject to any trust, provided that it is
not subject to any condition that is inconsistent with the achievement of the
objects of U3A;
d)
Policies and Bylaws: To make any policies or
bylaws necessary or helpful for the running of U3A;
e)
Rent, Lease or Buy
Property: To rent, hire, lease or buy property
on such terms as the Committee agree;
f)
Reimburse Expenses: Subject to clause 12 of
this Constitution, to pay or reimburse from the funds of U3A any costs or
expenses incurred in the course of the Committee Members or Volunteers
discharging or exercising any of their powers and duties; g)
Use of Funds: To use the funds of U3A as necessary or
desirable to further the charitable objects of the Society.
4
MEMBERSHIP a)
For
the purpose of this Rule every person who has attained the age of 55 years and paid the annual fee and whose membership has not otherwise ceased shall be deemed a member.
b)
Individuals who have attained the age of
55 years are eligible to apply for membership of U3A Port Hills.
c)
The Committee or other members may approach any
individual and invite them to join as a Member.
d)
Any individual who wishes to be considered for
membership may approach a member of the Committee and request consideration for
membership of the Society.
e)
Applicants for membership shall:
i)
complete any application form provided, and
ii)
pay any fee as has been set by the Society, and
iii)
supply such information as may be requested by
the Committee.
f)
The Committee shall be responsible for deciding who may be
admitted as a member in accordance with any membership policies of the Society
and shall advise the applicant of its decision.
i)
The Committee may but shall not be required to give
reasons for approving or not approving any application submitted to it.
ii)
An applicant can appeal a refusal by writing to the
Secretary who shall convene a Special General Meeting to hear and determine the case.
g)
Life and/or Honorary
Members may be appointed.
i)
A Life Member is a member
honoured for meritorious services to U3A after recommendation by the Committee
and election as a Life Member by resolution of a two-thirds majority of members
present and voting at General Meeting. A
Life Member shall have all the rights and privileges as any member and shall be
subject to all the same duties except of paying annual fees.
ii)
An Honorary Member is
a person who has made an outstanding contribution to the work of U3A after
recommendation by the Committee and election as an Honorary Member by
resolution of a two-thirds majority of members present and voting at a General Meeting. An Honorary Member shall have all the rights and privileges as any member and shall be subject to all the same duties except of paying annual fees and voting.
h)
Membership
in any year shall be deemed to have commenced on the first day of April and to
have terminated on the thirty-first day of March next.
i)
The
Committee shall keep a register of all persons who are financial members of U3A ["the membership list"] The
Committee may, from time to time restrict the number of new members as the
committee sees fit.
j)
Every
person who is a member of U3A in any year shall have the option of continuing his/her membership for the next ensuing year by correctly exercising that option as hereinafter provided, by submitting the membership fee in person, or by post to the Treasurer no later than two months after the AGM.
k)
The
committee has the right to suspend or terminate the membership of any person.
l)
A
member who has been suspended or had his/her membership terminated has the right to call a Special General Meeting to hear and determine the case.
m)
Membership
will entitle the member to join any of the interest groups. (Subject to a position being available)
n)
Only
financial members will be entitled to attend interest groups.
o)
Non
financial persons will be welcome to attend up to
three monthly meetings of U3A, on the understanding that they will pay
the entry charge set by the Committee to cover the on going costs.
5
RESIGNATION OF MEMBERS a)
Any member may resign his/her
membership at any time by giving the Secretary notice verbally and/or in
writing to that effect and such notice unless otherwise expressed will take
place immediately.
b)
Any person who applies to renew
his/her membership in accordance with Rule
4 j) but who fails to pay the annual fee by the end of May shall be
deemed to have resigned. Such person
shall have no membership rights and shall not be entitled participate in any
U3A activity until all arrears are paid in full. The Committee may, in its discretion, delay
or waive payment of the annual fee in the case of that member as the committee
thinks fit.
6
ANNUAL GENERAL MEETING ( AGM )
a)
The
AGM of U3A shall be held within two months of the end of the financial year at such time date and place as the Committee shall determine.
b)
The
AGM will carry out the following business:
i)
Receive
the minutes of the previous annual general meeting and of any other special general
meeting held since that annual general meeting.
ii)
Receive
the report of the Committee and the annual accounts of U3A in relation to the
previous financial year.
iii)
Elect
the President, Vice President, Treasurer, Secretary and Committee for the
ensuing year. The Committee will have
the power to fill any places vacant following the Annual General Meeting, or
any vacancy that arises in the Committee or among its named Officers until the next Annual
General Meeting.
iv)
Receive
and consider any suggestions which any member may make for programme or topics
to be studied or discussed and if thought fit to recommend the same to the
Committee for implementation.
v)
Conduct
any other business which may properly be brought before the meeting.
vi)
Except
as otherwise decided by the Committee, only those members whose fees, accounts and/or
fines were paid as of 31 March in the year of the current
AGM shall be eligible to vote at the Annual General Meeting.
7
SPECIAL GENERAL MEETING a)
A
Special General Meeting must be called by the Secretary or President on receipt
of a request in writing for such a
meeting stating the reason for having such a meeting signed by not less than 10 members.
b)
A
Special General Meeting to appeal refusal of a membership application or an expulsion or suspension of membership requires only the signature of the
appellant.
c)
The
Committee may by its own resolution call a special general meeting.
d)
A
notice calling a special general meeting shall in general terms state the
business for which the meeting is called and at that meeting only that business
will be discussed and transacted.
e)
A
Special General Meeting must be held within two months of notification.
f)
Any
Special General Meeting called shall comply with rule 8.
8
PROCEDURE
FOR GENERAL MEETINGS
a)
In
these Rules, the terms 'general meeting' includes both an AGM and a special general meeting.
b)
Fourteen
[14] days written notice of each general meeting must be given to all members.
That notice shall state that the meeting is the annual
general meeting or a special general meeting as the case may be and specify the
time, date and place of that meeting.
c)
Twenty
[20] members present in person shall constitute a quorum.
d)
The
President or if he/she is absent or unable to act the Vice President will chair the meeting but if neither of them is present at that meeting or refuses to act
the meeting will itself elect a person to chair the meeting.
e)
All
questions may be decided by consensus but if any question cannot be arrived at by consensus it must be put as a motion and decided by a majority of votes.
i)
If
voting is tied the person chairing the meeting shall have a casting vote.
ii)
Unless
otherwise decided by those present, voting will be by a show of hands.
9
OFFICERS a)
The
Committee will consist of the President, Vice President, Secretary, and Treasurer, all ex officio members, and such number of additional members
elected by the AGM as shall comprise the maximum number for the Committee as
determined by that meeting.
b)
The
AGM shall determine the number of persons who shall constitute the Committee for that year being no fewer than 6 but not more than 12. No person who the Charities Commission
considers to be disqualified shall be eligible to serve on the Committee.
c)
Excepting
the President, members of the Committee shall hold office until the next AGM of
U3A. The President may hold office for
two successive years, a term which may be extended for a further one year with
the consent of the general membership.
d)
A
quorum shall consist of 60 per centum of the total number of the Committee.
e)
Nominations
for Officers and Committee members may be by way of notice of nomination in
writing signed by the nominating member and endorsed by the person nominated
and given to the Secretary not less than One Week before the time fixed for the
AGM. If, in any year there are
insufficient valid nominations to fill all vacant positions oral nominations
may be received at the meeting. In the
case of an absentee member being nominated to the committee, the nomination can
only be accepted if a written acceptance from the nominated person is
presented.
f)
Where
in any year the AGM shall fail to elect any person to fill the position of President, Vice President, Secretary, Treasurer or other Committee member the Committee may itself elect members to fill those vacancies.
g)
If
any person being an Officer or member of the Committee of the group is unable
to continue to hold office during the course of the year the Committee may
co-opt a member of U3A to fill the vacancy.
10
THE
DUTIES OF THE COMMITTEE a)
To
ensure the conduct of the day to day affairs of U3A.
b)
To
notify members of intended meetings and the business to be conducted at such meetings.
c)
To
devise and/or approve activities to be conducted on behalf of U3A and to advise members of details applicable.
d)
To
prepare and submit to each AGM a report of its work for the previous year and a statement of receipts and expenditure accounting for all moneys received and
spent on behalf of the Society during the year together with a statement of the
Society's assets and liabilities.
e)
To
open and operate a bank account or accounts with any bank or savings bank.
f)
To
enter into and negotiate the terms of Annual Service Level Agreements or room rental agreements.
g)
To
remunerate any person performing services for and on behalf of U3A and to reimburse any moneys expended by him or her on behalf of U3A or in the purchase of materials used in the preparation of lectures/activities delivered to U3A
members.
h)
To
perform any of the duties and exercise any of the discretions relating to the Committee contained in Rules 4, 5 and 6.
i)
Within
two months before the AGM. the committee shall propose a subscription fee for the new financial year to be ratified by a Special General Meeting
j)
The
committee shall prepare a Financial Policy Statement and review as needed.
k)
The
Committee shall appoint a Membership Secretary to be responsible for updating the Membership List and keeping a backup of this
l)
If
the committee restricts the number of members in U3A at any time, the committee must call a Special General Meeting to ratify that decision.
m)
The
Secretary and/or his/her assistant shall cause accurate minutes to be kept of
all annual and special and committee
meetings. The Secretary shall be responsible for arranging a regular backup of
these records.
11 COMMITTEE
MEETINGS a)
From the end of each Annual General Meeting
until the end of the next, the Society shall be administered, managed and
controlled by the Committee.
b)
Each
Committee member shall be entitled to vote at any Committee meeting. The President or Chairman will have the casting vote.
c)
Subject to these Rules and the resolution of any
General Meeting, the Committee may exercise all the Society's powers, other
than those required by statute or by these Rules to be exercised by the Members
in General Meeting. This authority shall allow the Committee any powers necessary to make decisions on behalf of the
members and to direct and manage the affairs of the Society.
d)
The Committee shall meet at such times and
places and in such manner as it may determine and otherwise where and as
convened by the Secretary.
e)
All Committee meetings shall be chaired by the
President. In the absence of the President, the meeting shall be chaired by the
Vice-President or some other Committee member elected for the purpose by the
meeting.
f)
Decision-making shall be by consensus. In the event that a consensus decision cannot be reached, motions shall be decided by a simple majority of the votes cast. All Committee members present at the meeting shall be entitled to one
vote. If there is a tie in
voting the issue shall be decided by the Chair’s casting vote.
g)
The Committee may co-opt any Member to the
Committee for a specific purpose, or for a limited period, or generally until
the next Annual General Meeting. Any
person so appointed shall hold office until the next Annual General Meeting of
U3A Port Hills.
h) Any Committee member absent for three successive
meetings of the Committee without leave of absence shall at the discretion of
the Committee cease to be a member thereof.
i)
Other than as prescribed by statute or these
Rules, the Committee may regulate its proceedings as it thinks fit.
j)
Subject to statute, these Rules and the resolutions
of General Meetings, the decisions of the Committee on the interpretation of
these Rules and all matters dealt with by it in accordance with these Rules and
on matters not provided for in these Rules shall be final and binding on all
Members.
k)
Each officer shall within one calendar month of
submitting a resignation or ceasing to hold office deliver to that officer's
successor all books, papers and other property of U3A possessed by such former
officer.
l)
Committee meetings shall be open to members of
the Committee only, except as otherwise decided by the Committee.
m)
All
members of the committee must be financial members of the group.
n)
The Committee may from time to
time appoint any sub-committee and may delegate to it or to any person or
persons any powers or duties in like manner and with the same effect as the
Committee could itself have exercised or performed them. Any sub-committee or person to whom the Committee has delegated powers or duties
will be bound by the rules of U3A and any terms or conditions of the delegation
set by the Committee. The Committee 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 Committee.
o)
The President or any other authorised member may be a spokesperson
for U3A.
12 RESTRICTIONS ON MEMBERS DERIVING INCOME BENEFIT OR ADVANTAGE
a)
No member or person associated
with a member of U3A
shall derive any income, benefit or advantage from U3A where he or she can materially
influence the payment of the income, benefit or advantage except where that
income, benefit or advantage is derived from:
b)
Professional
services to U3A rendered in the course of business charged at no greater rate
than current market rates; or
c) Interest on money lent at no greater rate than current market rates.
d) Notwithstanding
any other provision, U3A shall not expend any money:
i)
Other than to further purposes
recognised by law, nor
ii) For
the sole personal or individual benefit of any Member.
e) Any
transactions between U3A and any officer or member of U3A, or any associated persons shall be at arms' length and in accordance with prevailing commercial
terms on which the Society would deal with third parties not associated with
the U3A, and any payments made in respect of such transactions shall be limited
to:
i)
A fair and reasonable reward for
services performed,
ii) Reimbursement
of expenses properly incurred,
iii) Usual
professional, business or trade charges, and
iv) Interest
at no more than current commercial rates.
13
WINDING UP a)
U3A may be wound up if:
i)
a resolution is passed by 75% of members present and voting
at a general meeting of members that the Society be wound up, or
ii)
the objects of the Society shall fail or be frustrated.
b)
On the winding up of the Society or on its
dissolution by the Registrar, all surplus assets after the payment of costs, debts and liabilities will be:
i)
given to one or more registered charitable
health care groups which are supporting senior citizens within New Zealand
(which may include but is not limited to groups working in the areas of cancer
research, heart health, arthritis and alzheimers research)
ii)
if the members are unable to make a decision as to
distribution, the remaining assets will be disposed of in accordance with the
directions of the High Court.
iii)
No surplus assets may be applied for or to the personal
benefit of any member.
14
ALTERATION OF THE RULES
. a)
These rules may be altered or amended by a 66% majority of
eligible members personally present and voting at any General Meeting, provided
that no rule change shall:
i)
detract from the exclusively charitable nature of U3A; or
ii)
result in the distribution of its assets on winding up or
dissolution for any purpose that is not exclusively charitable.
b)
At least fourteen (14) clear days' notice of intention to
hold a meeting to vote on changes to the constitution must be given to all
members. Copies of the proposed changes
will be made available to any interested Member at that Member's request.
c)
Alterations shall be registered with the Registrar of
Incorporated Societies within two months of the date of alteration.
d)
If the Society is a registered charitable entity,
alterations shall be registered with the Charities Commission within three
months of the date of alteration.
15
LIABILITY a)
It is deemed to be a term of every contract entered into by
or on behalf of the U3A Port Hills Incorporated that the Society alone is
liable for any debts or obligations under the contract, and that no member or
officer of the Society is under any personal liability.
b)
Members of the Society, employees and volunteers shall be
indemnified by the Society against all losses and liabilities incurred by them
while performing their duties or in relation thereto except where those losses
and liabilities arise as a result of criminal activity or gross negligence on
the part of such persons.
c)
The Society may hold insurance for any member of the
Committee, employees and volunteers of the Society in respect of any matter for
which such person is entitled to be indemnified pursuant to Clause 15b) hereof
except any criminal liability for any act or omission by such person while
performing their duties or in relation thereto.
16
FINANCE a)
The Treasurer shall keep such books of account
as may be necessary to provide a true record of the U3A financial position,
report on the Society's financial position to each committee meeting, and
present an annual Statement of Accounts (Income and Expenditure Account and
Balance Sheet) to the Annual General Meeting.
b)
The Committee shall maintain a bank account or
accounts in the name of the U3A Port Hills Incorporated, and all transactions
shall be handled in accordance with any finance policies adopted by the
Society.
c)
The signatories for any bank accounts shall be
any two of three as arranged in the Financial Policy.
d)
Subject to the exception of the rule below, all
accounts paid or for payment shall be submitted to the Committee for approval
of payment in accordance with any finance policies adopted by the Society.
e)
The Treasurer in consulation with the President
or Secretary has the authority to pay any urgent accounts before a Committee
meeting.
f)
The financial year of the U3A Port Hills shall
commence on 1 April of each year and end on 31 March of the following year.
g)
The Annual General Meeting each year may appoint
an auditor or independent reviewer (who is not a Member of the Society) to
audit or independently review the annual accounts of the Society and to provide a statement as to their correctness.
17
COMMON SEAL a)
The Common Seal of U3A will be kept in the custody and
control of the Secretary, or such other officer appointed by the Committee.
b)
When required, the Common Seal will be affixed to any
document following a resolution of the Committee and will be signed by two
Committee members.
18
REGISTERED OFFICE
The Registered Office shall be at such place in Canterbury as the
Committee of U3A may from time to time decide.
