Constitution of the HTA

CONSTITUTION

HOKIANGA TOURISM ASSOCIATION INCORPORATED

– Contents –

1 Title

2 Definition

3 Philosophy and Principles

4 Objects

5 Alteration of Rules

6 Powers

7 Membership

8 Expulsion of Members

9 Annual General Meetings

10 General Meetings

11 Special General Meetings

12 Voting

13 Executive Committee

14 Income, Benefit or Advantage To Be Applied To Charitable Objects

15 Power To Delegate

16 Financial Arrangements

17 Common Seal

18 Winding Up and Disposal of Surplus Assets

1. Title

1.1 The Association shall be known as “Hokianga Tourism Association Incorporated”, hereinafter referred to as the “Association”.

2. Definition.

2.1 For the purposes of this Constitution the term “Hokianga” refers to an area generally defined as the watershed of all land which drains into the Hokianga Harbour on the west coast of Northland, New Zealand. More precisely defined as the area governed by the former Hokianga County Council, which includes Waipoua Headquarters in the south, Taheke in the south-east, Rangiahua in the north-east, Maungataniwha in the north and the Right Bank of the Whangape Harbour to the north-west.

3. Philosophy and Principles.

3.1 The principles upon which this non-profit organisation is based are those of mutual co-operation and the provision of assistance between members, whilst recognising that members operate in a broader competitive market place.

4. Objects.

The Objects of the Association are as follows:

4.1 To encourage and support a vibrant and viable tourism industry within the Hokianga.

4.2 To encourage tourism development which is environmentally, socially and economically sustainable.

4.3 To identify tourism opportunities and encourage the people of the Hokianga to participate in those opportunities.

4.4 To promote Hokianga autonomously as a unique, quality destination.

4.5 To support and strengthen existing and new tourism operators.

4.6 To represent the Hokianga tourism industry in its dealings with local and central Government and authorities and all other organisations with an interest in tourism and related subject matters in the Hokianga area.

4.7 To develop and encourage a positive spirit of co-operation between members and with other organisations in the tourism field within Northland and New Zealand.

4.8 To assist other organisations in the promotion of tourism to Northland and Hokianga.

4.9 To provide forums for the exchange and dissemination of ideas.

4.11 To give effect to the principles of the Treaty of Waitangi.

4.12 To observe the requirements of the Incorporated Societies Act and amendments regarding any change to the Objects listed.

5. Alteration of Rules.

5.1 These Rules or any part thereof, may be repealed, altered, amended, or added to from time to time by a two-thirds majority of the votes of members assembled at any Annual General Meeting or Special General Meeting called for that purpose.

5.2 Fourteen days clear notice of any proposed repeal, alteration, amendment or addition shall be given to the members, prior to the Annual General Meeting or Special General Meeting and the notice shall contain full details of the changes proposed.

5.3 Any repeal, alteration, amendment or addition so made shall take effect when adopted by the Association unless otherwise determined.

6. Powers.

6.1 The Association shall have the following powers within the Objects of the Association:

6.2 To raise funds by subscription, grants, subsidy, commissions or any other means, with or without security and upon such terms as the Executive Committee thinks fit.

6.3 To use its funds as the Executive Committee thinks necessary or proper in payment of the Association’s costs and expenses.

6.4 To invest surplus funds in any way permitted by law for the investment of Incorporated Association funds, and upon such terms as it thinks fit.

6.5 To purchase, take on, lease or otherwise acquire, any real or personal or intellectual property and any rights or privileges which the Association thinks necessary or proper for the purpose of attaining the objects of the Association and to sell, exchange, let bail or lease, with or without option of purchase, or in any other matter, dispose of such property, rights or privileges.

6.6 To join or co-operate with other groups, clubs, and organisations for the purpose of achieving any or all of the objectives of the Association.

6.7 To do all things or carry on any business as may from time to time be necessary or desirable to give effect to and attain the above charitable Objects.

7. Membership.

7.1 Members shall be any natural person or corporate body who agrees with and supports the Objects of the Association and operates a business in the Hokianga.

7.2 Associate Members shall be any natural person or corporate body who agrees with and supports the Objects of the Association but does not operate a business in the Hokianga.

Each Member, whether a natural person or corporate body, shall have a maximum of one membership, and shall be entitled to only one vote at meetings.

Associate Members shall not be entitled to vote at meetings of the Association and shall not be eligible for Election to the Executive.

7.2 Any natural person or corporate body may make application in writing to the Secretary to become a Member or Associate Member as applicable. The application shall be approved by the Executive Committee and ratified by the general membership at a General Meeting or Special Meeting.

The new member shall be notified when the application has been approved, and shall make payment of the appropriate membership subscription.

7.3 The membership subscriptions shall be set from time to time by an Annual General Meeting of the Association, on the recommendation of the Executive.

The membership subscriptions shall be due immediately following the annual General Meeting. Subscriptions for new members joining during the year shall be due when their membership is approved.

The membership subscriptions may make provision for prompt payment incentives, subject to the approval of the Annual General Meeting.

New Members joining the Association between 1st October and 31st December in any year shall pay 75% 0f the Annual Membership fee for that year. New Members joining between 1st January and 31st March in any year shall pay 50% of the Annual Membership fee for that year.

7.4 Any subscription, or part of, unpaid two (2) months after becoming due shall be considered overdue.

Any membership shall lapse with all rights and privileges on becoming overdue, unless the Executive Committee decides that there is good reason to defer payment.

7.5 Any membership which lapses may be reinstated subject to the approval of the Executive Committee, and on such terms as the Executive Committee may see fit to apply.

The member shall pay the same membership subscription that would be applicable if they were joining as a new member before they shall be considered to be a member.

7.6 Any member may resign membership of the Association by giving written notice to the Secretary.

7.7 The Secretary, in accordance with the provisions of the Incorporated Societies Act 1908, and any subsequent amendments, shall maintain a register of members of the Association.

The Secretary shall enter the resignation of any member, and any membership that lapses, in the register of Association Members.

8. Expulsion of Members.

The procedure for expulsion of members shall be as follows:

8.1 Any person or organisation may make a formal written complaint to the secretary that the conduct of a member of the Association is or has been injurious to the character of the Association.

8.2 Within seven (7) days of receipt of a complaint, the secretary shall call a Special General meeting with fourteen (14) days written notice to all members.

8.3 The secretary shall at the same time write to the member accused, advising them of the complaint and inviting them to attend the meeting and / or submit written grounds to defend the allegations.

8.4 If the member accused is an office holder or member of the executive committee or holder of delegated authority, the secretary shall also advise the member that his / her rights, powers and privileges of office are suspended until the outcome of the meeting.

8.5 If a two-thirds majority of the meeting votes accordingly, the member shall be expelled from the Association.

8.6 The secretary shall advise the member in writing of the outcome within fourteen (14) days.

9. Annual General Meetings.

9.1 The Annual General Meeting shall be held in the month of May in each year.

9.2 At least fourteen (14) days written notice of each Annual General Meeting shall be given to members at the current address for such members recorded in the register of members. It shall be the responsibility of the members to keep the Secretary informed of any change in contact details.

9.3 Written notice may be delivered by any means including postal, electronic and personal delivery.

9.4 Notice of the Annual General Meeting shall be advertised at least once in a public newspaper covering the Hokianga not less than fourteen (14) days prior to the Annual General Meeting.

9.5 The quorum for an Annual General Meeting shall be seven (7) members present in person.

9.6 Members may bring issues before an Annual General or General Meeting by advising the secretary in writing prior to notification of the meeting. The chairman may, at his discretion, allow issues to be raised from the floor at any meeting, however no resolution can be made from items raised from the floor unless the matter is urgent and cannot wait until the next meeting.

9.7 The Annual General Meeting shall carry out the following business:

Receive the minutes of the previous Annual General Meeting.

Receive the Executive Committee’s report of the activities of the Association over the last year and the proposed priorities and directions for the Association in the current year.

Receive the audited balance sheet and statement of income and expenditure for the past year.

Elect the Officers and Executive Committee of the Association for the forthcoming financial year according to the following rules:

Only members may be nominated for an elected position.

Nominations for all elected positions shall be by written nomination signed by a current member and endorsed with the consent of the nominee and given to the Secretary prior to 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 elected positions, oral nominations may be received at the Annual General Meeting provided that no member shall be elected who has not consented to being nominated.

All members holding an elected position shall retire at each Annual General Meeting, but shall be eligible for re-election at the same and subsequent meetings.

The outgoing Chairman shall stand down for the election of Officers and Executive Committee and an Acting Chairman shall be appointed by the meeting for the purposes of the elections.

The Officers shall comprise a Chairman, Secretary, Vice-Chairman and Treasurer.

The Executive Committee, shall be comprised of the Officers and no less than three (3) other ordinary members or more than five (5) other ordinary members. The ordinary members shall be elected to evenly represent the geographical spread of the Hokianga communities, as far as possible.

Newly elected Officers and Executive Committee members shall take office immediately upon their election.

Appoint three signatories from the Executive Committee with a requirement that any two together must sign cheques, withdrawals and transfers, and the Common Seal.

Appoint an auditor of the Association’s accounts, who may not be a member of the Association.

To fix the membership subscription for the forthcoming year.

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

The Secretary shall ensure a minute book is maintained which, for each Annual General Meeting of the Association, records:

Those present,

All decisions which are required by the constitution or by law to be made by the Association and;

Any other matters discussed at the meeting.

The minutes of an Annual General Meeting shall be circulated to all members, not less than fourteen (14) days prior to the following Annual General Meeting.

Only valid and financial members from the immediately previous financial year may vote on any matter at an Annual General Meeting.

10. General Meetings.

10.1 General Meetings shall be held at least six (6) times per year.

10.2 At least seven (7) days written notice of each General Meeting shall be given to members at the current address for such members recorded in the register of members.

10.3 Notice of a General Meeting shall specify the time, date and place of the meeting. Notification shall also describe in a general way all the matters that will arise to be considered and specify what further and more detailed information is available from the Executive Committee.

10.4 The quorum for a General Meeting shall be at least seven (7) members present in person, two (2) of whom shall be officers of the Association.

10.5 The General Meeting shall be chaired by the current Chairman of the Executive Committee, or in his/her absence the Vice-Chairman, or in his/her absence, a person to chair the meeting shall be elected from among the members present.

10.6 The Secretary shall ensure a minute book is maintained which, for each General Meeting of the Association, records:

Those present,

All decisions which are required by the constitution or by law to be made by the Association and;

Any other matters discussed at the meeting.

10.7 The minutes of a General Meeting shall be circulated to all members within ten (10) days following that General Meeting.

11. Special General Meetings.

11.1 Special General Meetings may be called by the Executive Committee or by a written request made by at least four (4) members and delivered to the Secretary containing full information on the reason for the request for the Special General Meeting.

11.2 The Secretary shall notify the meeting within seven (7) days of receiving the request and the meeting is to be held within twenty-one (21) days of receiving the request.

11.3 At least seven (7) days written notice of each Special General Meeting shall be given to members at the current address for such members recorded in the register of members.

11.4 Procedural requirements for a Special General Meeting shall be as for a General Meeting as detailed in clause 10, except with the additional following provisions.

Notification to members of a Special General Meeting shall include full information on the business of the Special General Meeting.

A Special General Meeting shall only discuss the business related to the reason for which it was called and notified to the members.

11.5 The Secretary shall ensure a minute book is maintained which, for each Special General Meeting of the Association, records:

Those present,

All decisions which are required by the constitution or by law to be made by the Association and;

Any other matters discussed at the meeting.

11.6 The minutes of a Special General Meeting shall be circulated to all members within ten (10) days following that Special General Meeting.

12. Voting.

12.1 Each membership, whether single or joint, is entitled to one vote.

12.2 All questions shall if possible be decided by consensus, however where a consensus decision cannot be reached, the decision will, unless otherwise specified, be made by simple majority vote.

12.3 Voting shall be “on the voices” unless members request an alternative preference.

12.4 Any member may request a secret ballot on any vote or election, in which case the meeting shall appoint two (2) members to act as scrutineers and voting papers shall be destroyed after the vote is declared.

12.5 The Chairman has the same and no more voting rights as any other member.

12.6 In the event of a tied vote, the motion shall be declared lost.

12.7 Any member not able to attend a meeting may grant another person a proxy voting right in accordance with the following rules:

The proxy voting right shall be in relation to a specific motion, which shall be fully described and included in the notification of the meeting to all members.

The proxy shall be written on the same paper as the motion and be in the following form: “I (member granting proxy) authorise (member voting) to vote on my behalf in respect to the above motion at the meeting of the Hokianga Tourism Association to be held (date and time and place). Signed and dated (member granting the proxy).”

Proxy votes shall be delivered to the Secretary prior to the meeting.

If the motion subject to proxy voting right is subsequently amended in any way by the meeting, the proxy voting right shall become invalid.

12.8 One person may not represent more than one membership, other than as a proxy as described above.

12.9 Only members or their appointed representative holding a proxy in accordance with the above clause and present in person at a meeting shall be eligible to vote.

13. Executive Committee.

13.1 The Executive Committee elected at the Annual General Meeting shall manage the affairs of the Association in accordance with the Objects in clause 4 of this Constitution and in accordance with the principle that in matters of importance, they will consult with the membership and act according to the majority.

13.2 Following the Executive Committee’s recommendation a General or Special Meeting may appoint a person to fill any place vacant following the Annual General Meeting, or any vacancy arising before the next Annual General Meeting.

13.3 The procedure for Executive Committee meetings shall be as follows:

The Executive Committee shall meet as required. Meetings may be held in person or by any other means of communication as may be decided by the Executive Committee from time to time.

At least seven (7) days notice of each Executive Committee Meeting shall be given to all members of the Executive Committee by the Secretary, either in writing or verbally, unless all members of the Executive Committee make a unanimous decision that shorter notice is acceptable in any particular case.

The quorum for an Executive Committee Meeting shall be at least five (5) members.

The Secretary shall ensure a minute book is maintained which, for each meeting of the Executive Committee, records:

Those present,

All decisions which are required by the constitution or by law to be made by the Association and;

Any other matters discussed at the meeting.

The minutes of an Executive Committee meeting shall be circulated to all Association members within ten (10) days following an Executive Committee meeting.

14. Income, Benefit or Advantage To Be Applied To Charitable Objects.

14.1 Any income, benefit or advantage shall be applied to the charitable objects of the Association.

14.2 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 any payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever. Any such income shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).

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

15. Power To Delegate.

15.1 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 with the same effect as the Executive Committee could itself have done.

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

15.3 The Association 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.

15.4 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 Association.

16. Financial Arrangements.

16.1 The financial year shall be from 1 April to 31 March the following year.

16.2 The Treasurer shall record all funds received in a bound and numbered receipt book containing a duplicate copy, and bank all funds into an account approved by an Annual General, Special General or General Meeting.

16.3 Any investment or deposits other than into the approved bank account, shall be in accord with a resolution passed by an Annual General, General or Special General Meeting.

16.4 Any two of the three authorised signatories shall sign all cheques, transfers and withdrawals.

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

16.6 The Executive Committee shall, as soon as practicable after the end of the financial year of the Association, arrange for the accounts of the Association for that financial year to be audited by a person appointed for that purpose.

17. Common Seal.

17.1 The common seal of the Association shall be kept in the custody and control of the Secretary.

17.2 When required, the Common Seal shall be affixed to any document following a resolution of the Association and shall be signed by any two of the three appointed signatories.

18. Winding Up and Disposal of Surplus Assets.

18.1 The Association may be wound up if at a General Meeting of its members, a resolution is passed by a two-thirds majority to wind up, and the resolution is confirmed by a similar majority at a subsequent General Meeting called together for that purpose and held not earlier than thirty (30) days after the date on which the resolution to be confirmed was passed.

18.2 Following the payment of all costs, debts and liabilities, Any remaining assets will be distributed, according to the decision of the members in a General Meeting, among similar community organisations within the Hokianga with similar charitable objects to the Association. If none are identified within Hokianga, then any assets will be distributed among similar community organisations within Northland, New Zealand.

18.3 If the Association 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, shall apply.