Constitution of North Island
Saint Bernard Association Incorporated (696209)
Incorporation
Date: 13th day of September 1995.
1. The name of this Society is "North
Island Saint Bernard Association Incorporated" (hereinafter called the
Association).
2. Registered Office
The Registered Office of the Association is
at such place as the Committee from time to time determines.
3. Interpretation
The following definitions apply
in this constitution;
AGM means Annual General Meeting of the Association.
Committee: The group elected and
co-opted under clauses 8.4 and 13.1.11.
Financial
member means any life member and any ordinary member
admitted to membership under this Constitution and whose subscription is
current.
In
writing includes communication on paper or
electronic format.
NZKC means the New Zealand Kennel Club Incorporated trading as Dogs New Zealand.
Ordinary
member means those members who have paid the full
annual subscription for the current financial year.
4. Purpose and Powers
4.1 The Association is
established and maintained for the purpose of -
4.1.1
Encouraging the correct
breeding, exhibiting and rearing of pedigree Saint Bernard’s according to the
standard laid down by the New Zealand Kennel Club (“NZKC”).
4.1.2
Promoting fellowship and mutual
support amongst all dog owners and the general public through social activities
and events.
4.1.3
Educating and assisting
breeders, owners, the public, judges and the veterinary profession in all
aspects relating to the health and welfare of the Saint Bernard.
4.2 To achieve its purposes the
Association has the power to-
4.2.1
Purchase, lease, hire, or
otherwise acquire any real or personal property.
4.2.2
Sell, let out, or hire and/or
otherwise dispose of or deal with any of the property or assets of the
Association.
4.2.3
Construct, maintain or alter
any building or property owned by the Association.
4.2.4
Raise money, other than by
borrowing, or invest funds on such terms as may be beneficial to the
Association.
4.2.5
Take, defend or abandon legal
proceedings.
4.2.6
Enter into and terminate
employment agreements or contracts for goods and/or services.
4.2.7
Enter into and terminate any contract
or arrangement with any Society, Local Government Authority, Government
Department, Corporation, or any other body.
4.2.8
Open and operate bank accounts
in accordance with normal banking practices, with the exception that the
Association must not obtain or operate an overdraft facility on such bank
accounts.
4.2.9
Hold ribbon parades, Open
Shows, Championship Shows and other functions according to the rules and
regulations of the NZKC and the Association.
5. Zone of Influence
The Zone of Influence of the Association
(that portion of New Zealand in which the Association is authorised to hold
recognised activities under authority of NZKC Rules) is the North Island of New
Zealand.
6. Subscriptions
6.1 The Committee may in any year
set an annual subscription for membership with power to waive all or part of it
in respect of any Member or Members.
6.2 The annual subscription for the
forthcoming financial year is to be set by the committee no later than eight
weeks before the AGM.
6.3 Members are to be notified of
the forthcoming subscription, in writing using normal post or electronic mail,
no later than two weeks before the commencement of the financial year.
6.4 Annual subscriptions are
payable in advance and must be received by the Treasurer or deposited into the correct
bank account no later than the first day of the new financial year.6.5
The first subscription for new
members is to be at the full rate for one year irrespective of when in that
year they join the Association. The
second year’s subscription will be adjusted by the Treasurer to compensate for
any over payment that may have occurred in the payment of the first year’s
subscription. The adjustment is to be
calculated using the formula of the full rate being payable up to the end of
the sixth month after the start of that financial year and from then on
deductible by one twelfth for each complete calendar month.
6.6 Membership for the first year or part of, until the end of the current
financial year will be free of charge for new members joined up to the
Association by Saint Bernard breeders.
6.7 Members are obligated to notify the Association if they change their name
and / or their contact details so the Association can update its register of
members.
7. Members and Membership of the Association
7.1 Membership of the Association
may be granted to any person who has submitted the completed Association Application Form, by
simple majority vote at any constituted meeting of the Association's committee.
7.2 Membership Definition –
(i) Single (one person over 12 years old
membership
(ii) Family Membership (two
people over the age of 12 years old, over no more than two generations from the same
family who reside in the same household)
(iii) Corporate Membership
(membership from other Incorporated Societies, Companies or Charitable Trusts)
counted as three individual members.
7.3 New members are, where
practicable, to be supplied with a copy of the constitution of the Association.
7.4 Life Membership
7.4.1 On the recommendation of the Committee, a
member who in the opinion of the Committee has rendered outstanding services to
the Association may be nominated to be a Life Member of the Association.
7.4.2 If accepted by the Committee, a
proposal may be submitted to a motion voted on at any general meeting of the
Association.
7.4.3 To be elected, at least
two-thirds of those present and voting at a general meeting must be in favour
of the motion.
7.4.4 A person elected to Life
Membership is thereafter entitled to all the privileges of membership without
paying any yearly subscription or any special payment for such Life Membership.
7.4.5 Not more than two persons may
be elected as Life Members at any AGM with a maximum of five (5) Life Members.
7.5 Membership of the Association
may be terminated by:
7.5.2
Written resignation from the
member sent to the Secretary of the Association, or
7.5.3
Resolution of the Committee on
any one (1) or more of the following grounds:
7.5.3.1
Any breach
of this constitution or the Incorporated Societies Act 2022.
7.5.3.2
Conduct prejudicial
to the good name and office of the NZKC, the Association, or its members.
7.5.3.3
A member’s
rights or interests have been damaged.
7.5.4
The member’s annual
subscription is in arrears for three months or more.
7.5.5
Where termination of membership
under clause 7.4.2 is contemplated by the Committee, the Member concerned must
be notified in writing of the grounds on which termination of membership is
proposed, and must be given an opportunity to submit to the Committee an
explanation in writing within thirty (30) days of receipt of the written
notice.
7.5.5.1
Any resolution to terminate a
person’s membership shall require at least two-thirds of the Committee to vote
in favour of the resolution.
7.6 Dispute resolution procedure –
7.6. 1 How a
complaint is made. A member or an
officer may make a complaint by giving to the committee (or a complaints
subcommittee) a notice in writing that —
(i) states that the member or officer
is starting a procedure for resolving a dispute in accordance with the
society’s constitution; and
(ii) sets out the allegation to which
the dispute relates and whom the allegation is against; and
(iii) sets out any other information
reasonably required by the society.
7.6.2 The society may make a
complaint involving an allegation against a member or an officer by giving to
the member or officer a notice in writing that:
(i) states that the society is
starting a procedure for resolving a dispute in accordance with the society’s
constitution; and
(ii) sets out the allegation to which
the dispute relates.
7.6.3 The information given under
sub clause 1b. or 2b. must be enough to ensure that a person against whom an
allegation is made is fairly advised of the allegation concerning them, with
sufficient details given to enable them to prepare a response.
7.6.4 A complaint may be
made in any other reasonable manner permitted by the society’s constitution.
7.7 Person who makes complaint has
right to be heard
7.7.1 A member
or an officer who makes a complaint has a right to be heard before the
complaint is resolved or any outcome is determined.
7.7.2 If the society makes a complaint —
(i)
the society has a right to be heard before the
complaint is resolved or any outcome is determined; and
(ii)
an officer may exercise that right on behalf of
the society.
7.7.3
Without limiting the manner in which the member,
officer, or society may be given the right to be heard, they must be taken to
have been given the right if —
(i)
they
have a reasonable opportunity to be heard in writing or at an oral hearing (if
one is held); and
(ii)
an oral
hearing is held if the decision maker considers that an oral hearing is needed
to ensure an adequate hearing; and an oral hearing (if any) is held before the
decision maker; and
(iii) the member’s, officers, or society’s written
statement or submissions (if any) are considered by the decision maker.
7.8 Person who is subject of
complaint has right to be heard
7.8.1
This clause applies if a complaint involves an
allegation that a member, an officer, or the society (the respondent) —
(i) has
engaged in misconduct; or
(ii) has breached, or is likely to breach, a duty
under the society’s constitution or
bylaws or the Incorporated Societies Act 2022; or
(iii) has
damaged the rights or interests of a member or the rights or interests of
members generally.
7.8.2
The respondent has a right to be heard before
the complaint is resolved or any outcome is determined.
7.8.3
If the respondent is the society, an officer may
exercise the right on behalf of the society.
7.8.4
Without limiting the manner in which a respondent
may be given a right to be heard, a respondent must be taken to have been given
the right if :
(i)
the
respondent is fairly advised of all allegations concerning the respondent, with
sufficient details and time given to enable the respondent to prepare a response; and
(ii)
the respondent has a reasonable opportunity to
be heard in writing or at an oral hearing (if one is held); and
(iii)
an oral hearing is held if the decision maker
considers that an oral hearing is needed to ensure an adequate hearing; and
(iv)
an oral hearing (if any) is held before the
decision maker; and
(v)
the respondent’s written statement or
submissions (if any) are considered by the decision maker.
7.7 Investigating and determining dispute
7.9.1 The society must, as soon as is reasonably
practicable after receiving or becoming aware of a complaint made in accordance
with its constitution, ensure that the dispute is investigated and determined.
7.9.2 Disputes must be dealt with under the
constitution in a fair, efficient, and effective manner.
7.10 Society may decide not to proceed further
with complaint
Despite the
clause 'Investigating and determining dispute' above, the society may decide
not to proceed further with a complaint if —
(i)
the complaint is trivial; or
(ii)
the complaint does not appear to disclose or
involve any allegation of the following kind:
a.
that a member or an officer has engaged in
material misconduct:
b.
that a member, an officer, or the society has
materially breached, or is likely to materially breach, a duty under the
society’s constitution or bylaws or the Incorporated Societies Act 2022:
c.
that a member’s rights or interests or members’
rights or interests generally have been materially damaged:
(iii)
the
complaint appears to be without foundation or there is no apparent evidence to support it; or
(iv)
the
person who makes the complaint has an insignificant interest in the matter; or
(v)
the
conduct, incident, event, or issue giving rise to the complaint has already
been investigated and dealt with under
the constitution; or
(vi)
there has
been an undue delay in making the complaint.
7.11 Society may refer complaint
7.11.1
The
society may refer a complaint to —
(i)
a subcommittee or an external person to
investigate and report; or
(ii)
a subcommittee, an arbitrary tribunal, or an
external person to investigate and make a decision.
7.11.2.
The society may, with the consent of all parties
to a complaint, refer the complaint to any type of consensual dispute
resolution (for example, mediation, facilitation, or a tikanga-based practice).
7.12 Decision makers
A person may
not act as a decision maker in relation to a complaint if 2 or more members of
the committee or a complaints subcommittee consider that there are reasonable
grounds to believe that the person may not be —
- impartial; or
- able to consider the matter without a predetermined
view.
7.13 Requesting information held by a society
The 2022
Incorporated Societies Act allows for a member to make a request in writing for
information the society holds. The request needs to set out enough information
for the society to identify the information requested.
A society
within a reasonable time after receiving the request needs to either.
- provide the information, or
- agree to provide the information within a set
timeframe, or
- agree to provide the information within a set timeframe
— if the member pays a reasonable charge to the society (which needs to be
specified and explained) to meet the cost of providing the information, or
- provide a reason for refusing to provide the requested
information.
A member can
withdraw their request for information either by notifying the society that
they want to withdraw their request or if they fail to pay the fee within 10
working days after being notified of the charge.
7.14 Grounds for refusing request
7.14.1 A society may refuse to provide
the information if—
(i)
withholding the information is necessary to protect
the privacy of natural persons, including that of deceased natural persons; or
(ii)
the disclosure of the information would, or would be likely to, prejudice
the commercial position of the society or of any of its members; or
(iii) the disclosure of the information would, or
would be likely to, prejudice the commercial position of any other person,
whether or not that person supplied the information to the society; or
(iv) the information is not relevant to the
operation or affairs of the society; or
(v) the request for the information is frivolous
or vexatious.
7.14.2 Subsection (1) does not limit the reasons for
which the Association may refuse to provide
the information.
7.14.3 However, the constitution of the Association may
negate subsection (2) (with the effect that the reasons for which the
Association may refuse to provide the information are limited to those in
subsection (1)).
8 Annual General Meeting of the Association
8.1 The
Association’s AGM must be called to be held within 6 months of the Associations
balance date each year.
8.2 Each AGM of the Association
must be held at a time and place decided by the Committee.
8.3 Members must be given at least
fourteen (14) days notice in writing of the AGM and must be provided with the
President's Annual Report and financial statements prior the commencement of
the meeting.
8.4 The business of the meeting
will be to:
8.4.1
Confirm the minutes of the
previous AGM and any Special General Meetings since held.
8.4.2
Receive and adopt the Annual
Report and financial statements of the Association.
8.4.3
Elect the Patron of the
Association.
8.4.4
Elect the officers of the
Association and additional members of the Committee in accordance with clause
13.1.11 and 13.9 of this constitution.
8.4.5
Appoint an auditor or reviewer.
8.4.6
Fix any annual subscription on
the recommendation of the Committee.
8.4.7
Transact any other business of
which notice in writing has been given to the Secretary at least seven (7) days
prior to the date of the meeting.
8.5
Voting on any other matter at
the AGM may be by voice, hand or secret ballot.
8.6
The President shall appoint 2
scrutineers to count the postal votes.
8.7
Any voting paper containing
more than the required number of names will be declared invalid.
8.8
Notices of Motion signed by the
proposer and seconder must be in the hands of the Secretary at least 6 weeks
before the AGM.
8.9
The accidental or inadvertent
failure to comply with any of the requirements of this clause 8 does not
invalidate the proceedings at that meeting or any resolutions passed pursuant
to it.
9 9 Special General Meeting of the Association
9.1 The Committee must convene a
Special General Meeting within three (3) weeks of:
9.1.1
A majority of the Committee
voting in favour of such a meeting; or
9.1.2
Receiving a written request for
such a meeting from not less than 15 members of the Association. Such a request
for a Special General Meeting must specify the purpose of the meeting.
9.2 Members must be given at least
fourteen (14) days notice, incorporating the agenda, of any Special General
Meeting.
9.3 The meeting is to be held,
where practicable, within 21 days of the receipt of the request.
9.4 Such a meeting must consider
only those matters for which it was called.
9.5 The Chairman is to decide
whether the voting is to be by ballot, voice or show of hands.
9.6 The Chairman may only vote in
the case of a tie in the voting.
10 10 Quorum
10.1 The quorum for any Special
Meeting or Annual General Meeting is ten (10) financial members, of whom not
less than three (3) must be members of the Committee.
10.2 If the President becomes aware
at any stage of a general meeting that a quorum is no longer present, those
members remaining present must decide whether to continue, adjourn or abandon
the meeting, with the President having the casting vote in the event of a tie.
11 11 Voting
11.1 Each member present is entitled
to one (1) vote on any motion presented.
In the event of a tied decision, the President exercises a casting vote.
11.2 Any member who cannot be
present at the general meeting is entitled to appoint another member to vote on
their behalf so long as written notice of proxy is lodged in writing with the
Secretary prior to the beginning of the meeting.
12 12 Conduct of Meetings of the Association
12.1 The President or in her/his
absence, the Vice President must chair all meetings of the Association. If
neither is present then a member appointed by the meeting must chair the
meeting.
12.2 Voting at all meetings is, at
the chairperson’s discretion, by voices or by a show of hands, except that
three members or the chairperson of the meeting may require the voting to be by
secret ballot taken in a manner determined by the chairperson of the meeting.
12.3 Except as otherwise provided by
this constitution, any resolution requires a simple majority of eligible votes
cast.
12.4 If, for any reason, any member
of the committee is unable to personally attend a meeting at the time, date,
and place notified it will be sufficient that they forward their comments on
the agenda, in writing, to the Secretary before the date of the proposed
meeting.
12.4.1
Where the agenda indicates that
a vote by that member is required it should be included in the written
statement.
12.5
Production of the statement at
the meeting is to be treated as if that member had attended the meeting in
person.
12.6
Where a committee member is
unable to attend any meeting but wishes to put forward a proposal for
discussion at that meeting then the proposal is to be sent in writing by the
member to all others on the committee no later than 21 days before the proposed
meeting.
12.7
The persons holding the
positions of Treasurer, Magazine Editor, Promotion Officer, Information
Officer, Sub-branch Officers and Rescue Officers are to submit a report in
writing at each committee meeting on their activities since the previous
committee meeting.
13 13 Committee
13.1
A Committee
made up of no less than ten financial or life members of the Association and
who have consented in writing to becoming an Association official, and
certified that they are not disqualified from being an Association official,
must be elected annually and comprise the following positions.
13.1.1
President
13.1.2
Vice President
13.1.3
Secretary & Official contact with
Incorporated Societies
13.1.4
Treasurer
13.1.5
One person may jointly hold the
offices of the Secretary/Treasurer;
13.1.6
Six committee members
13.1.7
Magazine Editor
13.1.8
Promotion Officer
13.1.9
Trophy Manager
13.1.10 Three Rescue Officers
representing upper North Island, central North Island and lower North Island
13.1.11 At the discretion of the
Committee any financial member may be co-opted to the Committee to fill a
vacancy created on the Committee. Any person co-opted onto the committee in
these circumstances has full committee rights
13.1.12
Those elected or co-opted to
the committee shall retire each year but are, subject to sub clause 13.2,
eligible for re-election or to be co-opted again.
13.2 The duties of any Association
Official includes –
Act in good faith and
in the best interests of the society.
·Exercise powers for
proper purposes only.
·Comply with the Act
and your society’s constitution.
·Exercise reasonable
care and diligence.
·Not create a
substantial risk of serious loss to creditors.
·Not incur an
obligation the officer doesn’t reasonably believe the society can perform.
The following members are not eligible to be elected
or co-opted onto the Committee:
·Any member
with less than 1 full year’s membership.
·Any member
less than 16 years old.
· Any member
currently bankrupt.
· Anyone
prohibited from being a director or promoter of a company.
·
Anyone
convicted and sentenced for crimes involving financial dishonesty within the
last seven years.
· Any member
subject to banning orders in New Zealand or overseas.
·
Any member
unable to comply with any qualifications for the nominated Officials role.
· Any member
who resides outside the Association’s Zone of Influence.
· In case of
the President, where the member has held the position for a continuous period of
5 terms.
· In the case
of the Secretary and the Treasurer, where the member has held the position for
a continuous period of 10 terms.
· In the case of any other member of the
Committee, where the member has held the position for a continuous period of 8
terms
13.3. Any person's ineligibility to
be elected or co-opted onto the Committee under 13.2 is entitled to be elected
or cop-opted onto the Committee after they have been off the Committee of at
least 12 month.
13.4. In the event of a vacancy
occurring in the office of President before the end of the term, the
Vice-President will fill the vacancy.
13.5. In the event of a vacancy
occurring in any position other than President, the vacancy will be filled from
amongst the committee
13.6. Nominations for officers and
members of the Committee must be called not less than twenty eight (28) days
prior to the AGM and be lodged with the Secretary seven (7) days prior to the
meeting. Details of the nominees must be
made available to all financial members at least seven (7) days prior to the
AGM. In the event that insufficient nominations are received then nominations from the floor are permitted at the
AGM provided that the nominations are made immediately following the approval
of previous minutes and matters arising.
13.7. Nominations must be signed by a
nominator and seconder both of whom must be financial members. The nomination
must be endorsed by the person being nominated to the effect that he/she is
willing to accept nomination.
13.5 In the event that no
nominations are received for any one (1) or more of the positions of President,
Vice President, Secretary, Treasurer or Secretary/Treasurer, then the elected
Committee may make an appointment from within their number for the position(s)
for which there has been no nomination.
13.6 In the event that no member of
the elected Committee is willing to accept office as President then nominations
must be called for again and upon receipt of nominations a Special General
Meeting must be called for the purpose of conducting an election for a
President.
13.7 In the event that no member of
the elected Committee is willing to accept office for vacant officer positions
other than President, then a member may be co-opted to the Committee for that
purpose.
13.8 The newly elected officers and
members of the Committee take office immediately upon the conclusion of the AGM
during which they were elected.
13.9 The Committee meets at such
times as it determines, but no fewer than four (4) times each year.
13.10 Where practicable, the
Secretary is to give each committee member not less than 30 days notice in
writing of the date, time, and agenda for the next meeting.
13.11 Urgent business arising between
committee meetings may only be dealt with by the President, Vice-President,
Secretary and Treasurer. Any decision
made in these circumstances must be unanimous.
13.12 The President or in his/her
absence another member of the Committee approved by those present must preside
at all meetings of the Committee.
13.13 A quorum for all such meetings
is not less than five (5) members of the Committee.
13.14 A Committee member is
immediately disqualified from office in the event that the member:
13.14.1 is absent from three (3) consecutive Committee meetings without the
consent of the Committee; or
13.14.2
is convicted of an offence
liable to punishment by imprisonment; or
13.14.3
is declared bankrupt; or
13.14.4
loses legal capacity.
14 14 Management
of the Association
14.1 The management of the
Association is vested in the Committee which may exercise all such powers and
do all such acts and things as the Association is by this constitution authorised to exercise and do.
14.2 In addition to, and not in
limitation of, the general powers of the Committee conferred or implied by this
constitution, the Committee has the authority to:
14.2.1
Appoint a member of the
Association to fill any casual vacancy on the Committee until the next AGM.
14.2.2
Form any standing, liaison,
advisory or sub-committee that may be deemed necessary. Such committees must report in writing and be
responsible to the Committee. The
President of the Association must, subject to their acceptance, be a member of
any such committee.
14.3
The Committee must keep a
register of members and their addresses and notify them of all general
meetings.
14.4
The committee is responsible
for the management of all the affairs of the Association and is to present an
Annual Report, audited Balance Sheet and Statement of Income and Expenditure to
the AGM of the Association.
14.5
The committee may, where
necessary, appoint a Show Manager, a Show Secretary, and a Trophy Steward or
any other position to fulfil a short term role.
15 15 Principal Duties of the Secretary
15.1 The principal duties of the
honorary secretary are to:
15.1.1
Carry out such duties as
directed by the committee.
15.1.2
To efficiently maintain all
records of the Association and to accurately record the minutes of all
meetings.
15.1.3
Conduct Association
correspondence and to keep a proper record of all such correspondence.
15.1.4
Bring to the notice of the
Committee any matter which may appear contrary to the rules of the Association.
15.1.5
Arrange for the holding of the
AGM.
15.1.6
Maintain and update a
membership book containing the names and addresses of all members of the
Association.
15.1.7
Four (4) weeks before the date
set by the committee for the AGM, forward to all members at their last know
address a notification of the meeting together with the Annual Report and
postal voting forms.
15.1.8
Be the official contact person for the Incorporated Society Registrar
contactable by email to nisbainc@gmail.com
15.1.9
To report back to the committee.
16 16 Principal Duties of the Treasurer
16.1
The principal duties of the
honorary treasurer are to:
16.1.1
Carry out such duties as
directed by the committee.
16.1.2
Arrange the collection of all
money due to the Association and to issue an official receipt for same. All money collected shall be accounted for
and shall be banked in the Association’s bank account.
16.1.3
Arrange for the payment of all
money owing by the Association. All
payments shall be made by electronic
transfer authorised by any two of the following, the President, the
Secretary and the Treasurer, except that the Treasurer may operate a petty cash
account within the limits set by the committee from time to time;
Provided that no person shall be permitted to countersign any bank payment, where
they, or any of their immediate family is the intended payee.
16.1.4
Properly keep and maintain all
books of accounts which are to be kept up to date and which may be perused at
any reasonable time by members of the Association.
16.1.5
Ensure that the Annual Balance
Sheet and Statements of Accounts are prepared for presentation to the AGM.
16.1.6
Ensure the
Annual Financial Return is filed with the Incorporated Societies Register
within six months of the Associations Balance Date.
16.1.7
To report
back to the committee.
17 Principal Duties
of the President
17.1 The
principal duties of the honorary President are to:
17.1.1
Carry out such duties as directed by the
committee.
17.1.2
Chair
meetings including Special General and Annual General Meetings.
17.1.3
To
represent the Association when and where required.
17.1.4
To proffer
a deciding vote when committee voting is split.
17.1.5
To report
back to the committee.
18 Principal Duties of the Vice – President
18.1 The principal duties of the honorary Vice - President
are to:
18.1.1
Carry out such duties as directed by the
committee.
18.1.2
To stand in
for the elected President and perform their duties if and when required.
18.1.3
To report
back to the committee.
19. Principal Duties of the Rescue/Rehome
Officer
19.1 The principal duties of the
honorary Rescue Rehome Officer are to:
19.1.1 Carry out such
duties as directed by the committee.
19.1.2 To maintain a current register of Applicants
wanting to rehome a Saint Bernard.
19.1.3 To keep accurate and detailed records of the
Saint Bernards that have been surrendered/rehomed.
19.1.4 To keep records of costs, accounts and
invoices to be presented when required.
19.1.5 On behalf of the Association, liase with
owners, rehomers, veterinarians, transport operators and all others required to
successfully rehome a Saint Bernard.
19.1.6 To report back to the committee.
20. Principal
Duties of the Trophy Manager
20.1 The principal duties of the honorary Trophy
Manager are to:
20.1.1 Carry out such duties as
directed by the committee.
20.1.2 Keep and maintain the
official trophies of the Association.
20.1.3 Ensure the details included on the trophies
are accurate and current.
20.1.4 Arrange for the engraving to be maintained.
20.1.5 Keep and maintain the register for the
official trophies of the Association.
20.1.6 To report back to the committee.
21. Principal
Duties of the Promotions officer
21.1 The principal duties of the
honorary Promotions Officer are to:
21.1.1 Carry out such duties as directed by the
committee.
21.1.2
Look after and maintain the
Associations promotional materials.
21.1.3 To present new items, costing, suppliers and
options to the Association.
21.1.4 To report back to the committee.
22.
Principal Duties of the Magazine Editor
22.1 The principal
duties of the honorary Magazine Editor are to:
22.1.1 Carry out such duties as directed by the
committee.
22.1.2 Produce and email 5
issues of the e-magazine Saint Scene.
22.1.3
To maintain the Association website.
22.1.4
To maintain the Associations Facebook pages.
22.1.5
To include sponsors details and advertising wherever possible.
22.1.6 To report back to the committee.
23. Principal Duties of the Committee
Member
23.1 The principal
duties of the honorary Member of the Committee are to:
23.1.1 Carry out such duties as directed by the
committee.
24. Auditor or Reviewer
An Auditor or Reviewer, who is not a member,
shall be appointed at each AGM for the purpose of auditing or reviewing the
books and certify the financial statements of the Association for presentation
to the Committee and the next Association AGM
25. Bank Account
16.2
The Committee may establish
such bank accounts as it considers appropriate which must be operated, manually
or electronically, jointly on the signatures or authorisation of any two of the
President, Secretary, and Treasurer authorised and appointed for that purpose
by the Committee.
16.3
Any one (1) of the signatories
authorised under clause 16.1.3 may endorse negotiable instruments when lodging
these on behalf of the Association.
16.4
No person shall be permitted to
countersign any payment where
they or any of their immediate family is the intended payee.
26. Financial Year
The financial year of the Association
commences on 1 April each
year and concludes on 31 March in the following calendar year.
27. Interest Disclosure
27.1 A member of the Committee and
anyone in attendance at a Committee meeting is deemed to be interested in a
transaction to which the Association is a party if, and only if, the Committee
member:
27.1.1
Is a party to, or will or may
derive a material financial benefit from, the
transaction; or
27.1.2
Has a material financial
interest in another party to the transaction; or
27.1.3
Is a director, officer, or
trustee of another party who will or may derive a material financial benefit
from, the transaction; or
27.1.4 Is a parent, child, spouse,
sibling, civil union partner, or de facto partner of another party, or person
who will or may derive a material financial benefit from, the transaction; or
27.1.5
Is otherwise directly or
indirectly materially interested in this transaction whether beneficially or
adversely; or
27.1.6
Is a member of any other organisation
whether a legal entity or not, which is in competition with the activities of
the Association or NZKC.
27.2
Any financial interest of any
member described in clause 18.1 is deemed a material interest unless the member
establishes otherwise to the satisfaction of the Association or NZKC.
27.3
Any Committee member who is
interested as defined in clause 18.1 must not participate in any discussion on,
or vote on any transaction or matter in respect of which that interest relates.
27.4
A Committee member must, after
becoming aware of the fact that he or she is interested in a transaction or
proposed transaction with the Association, disclose forth with to the Committee:
27.4.1
The nature and extent of that
interest
27.4.2
If the monetary value of the member’s
interest is able to be quantified, the monetary value of that interest.
27.4.3
For the purposes of subsection
18.4.1 of this section, a general notice disclosed to the Committee to the
effect that a member is a shareholder, director, officer or trustee or employee
of a named company or organisation and is to be regarded as interested in any
transaction which may, after the date of the entry or disclosure, be entered
into with that company or organisation, is a sufficient disclosure of interest
in relation to that transaction.
27.4.4
Any person who is nominated or
agrees to being nominated for the Committee must immediately upon or in
conjunction with such nomination or agreement lodge with the Association a
disclosure of any interest which would comply with this clause 18.3 were that
person to be elected to the Committee.
28 Pecuniary Gain
28.1
Any income, benefit or
advantage must be applied to the purposes of the Association.
28.2
No member or person associated
with a member may derive any income, benefit or advantage from the Association
except where that income, benefit or advantage is derived from:
21.2.1
Professional services to the
Association rendered in the course of business charged at no greater rate than
current market rates; or
21.2.2
Interest on money lent at no
greater rate than current market rates.
21.3
The provisions and effect of
this clause must not be removed from this document and must be included and
implied into any document replacing this document.
29 Disposal of Saint
Bernards
29.1
Any member of this Association
who for any reason disposes of, whether by way of gift, sale, or any other
means, any Saint Bernard owned by them, then they must disclose to the new
owner any adverse characteristics, traits, behavioural problems, or veterinary
defects that the particular Saint Bernard may have at the time of disposal.
29.2
Any member of this Association
disposing of a Saint Bernard and not making the disclosures as required under
Rule 22.1 then that member may be called upon by the committee to explain why
all known adverse characteristics, traits, behavioural problems, or veterinary
defects were not disclosed to the new owner prior to the animal’s disposal.
29.3
Any person who obtains a Saint
Bernard from any member of the Association and considers that the member has
not fully complied with the provisions of Rule 22.1 then that person may lodge
a complaint in writing with the Secretary of the Association.
29.3.1
The complaint is to be
accompanied by a deposit of $20. This
deposit is refundable if the committee upholds the complaint.
29.3.2
On receipt of a written
complaint, with the appropriate fee, the Secretary is to advise all committee
members and is to forward a copy of the complaint by registered post to the
last known address of the member complained of.
29.3.3
The member complained of is to
be called upon to answer the complaint in writing to the Secretary of the
Association.
29.4
The committee must consider all
statements submitted on the matter and may, if necessary, seek further advice
and/or evidence from the parties involved or from any other person.
29.5
Any member about whom a
complaint under Rule 20.1 has been lodged has 28 days from the date of posting
of a copy of that complaint to that member in which to send their reply in
writing to the Secretary of the Association.
29.6
Where a member has been duly
served with a copy of the complaint and has failed, without reasonable excuse,
to reply within the time allowed then the committee is to consider the
complaint as if the member had replied.
29.7
Penalty
29.7.1
Where the committee by a two
third majority finds that a member has breached Rule 20.1 and where no written
complaint in terms of Rule 20.3 has been received, then the offending member is
liable to a levy not exceeding $20.00 or to a reprimand or both.
29.7.2
Where the committee by a two
third majority finds that a member has breached Rule 20.1 and where no written
complaint in terms of Rule 20.1 has been received, then the offending member is
liable to a levy not exceeding $100.00
or disqualification from the Association and its activities for a period not exceeding 3 years or both.
29.8
Right of Appeal
29.8.1
Where a complaint pursuant to
this Rule has been found to be proved, the offender has the right of appeal to
the Executive Council of NZKC against the Association’s findings or penalties
or both.
29.9
Disposal of Levy
29.9.1
Any levies paid to the
Association become the property of the Association who may dispose of it as
they see fit.
29.10
Publicity
29.10.1
Publicity of all matters
pertaining to the complaint is to be suppressed until such time as all findings
and any subsequent appeals have been heard and decided.
30 30 Sub-branches
Sub-branches may be formed within the Zone
of Influence of the Association by those financial members wishing to hold
ribbon parades, Match Meetings, and social and educational gatherings which
will be to the betterment of the aspirations of, and in accordance with, the
rules of the Association and those of New Zealand Kennel Club.
31 31 Formation of a Sub-branch
31.1
A sub-branch may be formed when
the following criteria are met:
31.1.1
There are not less than 5
financial members of the Association wishing to form a sub-branch, and
31.1.2
The members reside within the
Zone of Influence of the proposed sub-branch; and
31.1.3
Formal permission to establish
the sub-branch has been be obtained from the Committee of the Association; and
31.1.4
All members of the Association
residing within the proposed Zone of Influence must be notified of the
intention to form a sub-branch.
32 32 Sub-branch Zone of Influence
The Zone of Influence of each sub-branch is
to be defined by the committee and is not to transgress on any other
sub-branches Zone of Influence.
33 33 Sub-branch Committees
Sub-branch committees are to consist of two
sub-branch members who are current financial members of the Association. The committee has the authority to co-opt any
other persons in the sub-branch to assist them in the day to day running of the
sub-branch.
34 34 Election of Sub-branch Committees
34.1
The election of the committee
of the sub-branch is to be by a simple majority vote at an annual meeting of
the sub-branch subject to the following conditions:
34.1.1 The location of the meeting is
to be at a place convenient to all interested parties; and
34.1.2
Notification of the meeting is
to be forwarded to the Secretary of the Association and all Association members
residing in the Zone of Influence of the sub- branch; and
34.1.3 Those elected to the committee
of the sub-branch will retire 12 months after their election but are eligible
for re-election.
35 35 Sub-branch meetings
Informal meetings may be held by the
sub-branch at any time.
36 36 Sub-branch Activities
36.1
Any activities proposed by the
sub-branch may only take place provided notification of each intended activity
is forwarded to the Secretary not less than 28 days prior to the function.
36.2
No planned activity is to
compromise approved activities of any other sub-branch.
37 37 Sub-branch Reports
37.1
A report of each activity held
by a sub-branch is to be forwarded to the Secretary no later than 14 days after
the activity has occurred.
37.2
A financial statement of the
sub-branch is to be forwarded to the Treasurer at 3-monthly intervals and at
such other times as requested by the Secretary.
37.3
The two (2) elected officers of
the sub-branch are responsible for completing and forwarding all reports to the
Secretary or Treasurer, as the case may be.
38 38 Sub-branch finances
38.1
All gifts, donations and other
money or goods gained through the activities of a sub-branch remain the
property of the sub-branch and may be used by them for the benefit of the
sub-branch.
38.2
Where gifts, donations and
other money or goods are made to the Association through the sub-branch then
they are forwarded immediately to the Treasurer for the benefit of all members
of the Association.
38.3
The sub-branch committee will
open a current account with a banking institution. The signatories of the account will be both
of the elected officers of the sub-branch.
39 39 Open and Championship Shows
No sub-branch is to attempt to arrange or
organise either an Open or Championship Show.
These shows are the sole responsibility of the Committee of the
Association.
40 40 Dissolution of Sub-branch
In the event of a sub-branch being unable to
fulfil its obligations and objectives, formal notice from the committee of the
sub-branch is to be forwarded immediately to the Secretary of the Association
and all money and property held by the sub-branch is to be transferred to the
Association at its registered office being the address of the Secretary.
41 41 Common Seal
Following a resolution of the Committee,
whenever the Common Seal is required to be affixed to any deed or other
document it must be affixed, by either the President or Secretary and one (1)
other member of the Committee thereby authorised to affix the Seal. The persons so affixing the Seal shall at the
same time sign the document to which it is affixed.
42 42 Alteration to Constitution
42.1
This constitution may only be
altered, added to or rescinded at any general meeting of the Association,
notice of intention to make such changes having been given in the notice
convening the meeting, provided that no such alteration or addition to or
rescission of this constitution can be made so as to detract from the
objectives of the Association. To effect
any such alteration or addition to or rescission of this constitution at least
two-thirds of the eligible votes cast must be in favour of such
alteration.
42.2
Any proposed alteration,
addition, or amendment is to be given to all financial members not less than 14
days before the meeting.
43 43 Liquidation
43.1
Prior to any resolution for the
liquidation of the Association and the division of its surplus assets being
considered at an Annual or Special General Meeting, the contractual obligations
of the Association must be considered.
43.2
Any resolution for the
liquidation of the Association and the division of its surplus assets must be
passed at an Annual or Special General Meeting to appoint a liquidator in
accordance with the provisions of the Incorporated Societies Act 1908 and the
Incorporated Societies Act 2022 and their subsequent amendments. This resolution must be confirmed at a
subsequent general meeting of the Association called for that purpose and held
not earlier than thirty (30) days after the date on which the resolution to be
confirmed was passed. The resolution and
the confirmation must be carried by a simple majority of the valid votes cast
at the general meeting. If upon
liquidation of the Association, after satisfaction of debts and liabilities,
there remain any assets whatsoever, these must be passed over to NZKC.
This is the constitution
of North Island Saint Bernard Association Incorporated as adopted at the Annual
Meeting held on 28 June 2024
Signature ________________________
Name ________________________
Position ________________________
Signature ________________________
Name ________________________
Position ________________________
Signature ________________________
Name ________________________
Position ________________________