The committee wish to inform the membership that a Special General Meeting (SGM) will be held at 6 pm on Wednesday 7 August 2013 at Catalyst House, Level 4, 150 Willis Street, Wellington.
The purpose of the SGM is to:
The purpose of this post is to explain the Resolutions to be considered at the SGM.
The Committee has reviewed the Club’s existing rules to ensure that they are “fit for purpose”. As a result of this review, the Committee considers that certain rules should be updated to ensure they meet this objective.
In accordance with rule 7.1 of the Club’s Constitution, a two-thirds majority of members present at the SGM must approve a resolution for that resolution to be passed.
A copy of the Club’s existing Constitution can be found on the Club’s website
Existing rule 3.5 provides that subscription fees and the date on which they shall be payable shall be determined by the Committee. This conflicts with existing rule 4.1, which provides that the annual subscription shall be set by the Club at the AGM and that the subscription shall become payable immediately upon application for membership.
To resolve this conflict, the Committee propose the deletion of existing rule 3.5 and the insertion of a new rule 4.1 (see Resolution 2).
As noted above, existing rule 3.5 and existing rule 4.1 conflict with one another. To remedy this, the Committee propose the insertion of a new rule 4.1. This new rule provides that the Committee in June of each year shall set the annual subscription (membership) fee for the forthcoming membership year.
Existing rule 3.6 provides that any member shall be permitted to attend a General Meeting (ie, an AGM or SGM). In accordance with current practice, the Committee proposes that any member shall be permitted to attend any Club Meeting (being an Annual General Meeting, a Special General Meeting, or a Committee meeting).
To clarify current practice (presently authorised under existing rule 3.5), the Committee proposes the insertion of a new rule 4.1(a). This new rule empowers the Committee to offer a reduced subscription (membership) fee in conjunction with the payment of an entry fee for an event organised by the Club.
Resolution 5 clarifies that the Club’s membership year commences on 1 July and ends on 30 June of the following year.
Existing rule 6.1.1 provides that the AGM must be held between the beginning of May and the end of June. This means that the Club must hold an AGM before the end of the membership year (and the financial year) to which the AGM relates.
To remedy this anomaly, the Committee proposes the deletion of the existing rule 6.1.1 and the insertion of a new rule 6.1.1. The new rule provides that the Club must hold an AGM within three months of the end of its balance date of 30 June. The new rule also codifies the current practice that the Committee shall determine the date and location of the AGM and that the Secretary shall give written notice of the AGM.
Existing rule 6.1.3 provides that at the AGM that the President and the Treasurer shall present reports to the AGM. The Committee propose the deletion of existing rule 6.1.3 and the insertion of a new rule 6.1.3 that sets out in more detail the business to be conducted at the AGM. The proposed new rule 6.1.3 is modelled on a rule contained in the sample rules for an incorporated society at the Companies Office – Societies and Trusts website (the Sample Rules).
Existing rules 6.2.1 to (and inclusive of) 6.2.6 concern the administration of Committee meetings. The Committee proposes the deletion of existing rules 6.2.1 to 6.2.6 and the insertion of new rules 6.2.1 to 6.2.6. The new rules are modelled on rules contained in the Sample Rules.
Existing rule 7.1 provides that a two-thirds majority of members present at an AGM or SGM must approve an alteration to the rules. The Committee propose that the words “and voting” are inserted after the word “present” to clarify that the majority is calculated by reference to members present and voting.
Existing rule 7.1 provides a notice period of 14 days for the convening of an SGM. The Committee proposes the amendment of this rule to make it clear that the notice must be in writing (including email).
Under the law, no rule change has effect until registered with the Registrar of Incorporated Societies. The Committee proposes the insertion of a new rule 7.3 that expressly reflects this.
Existing rules 8.1 to 8.5 concern the appointment of Committee members. The Committee proposes to replace the existing rules with rules modelled on rules contained in the Sample Rules.
Existing rule 9.3 provides that the Secretary and the Chairperson must sign every document affixed with the Club’s Common Seal. The Committee propose the amendment of existing rule 9.3 by replacing Chairperson (a term new that does not appear in any other rule) with “President”.
The Committee propose the deletion of the existing rule 10.3 and the insertion of a new rule 10.3 that clarifies that the financial year commences on 1 July of every year and ends on 30 June of the next year.
The Committee proposes the insertion of a new rule 13.2, which contains definitions of the terms “Club Meeting”, “Money or Other Assets”, “Rules” and “Written Notice”.
Currently, the rules inconsistently use lower and upper case for the key terms “club”, “committee”, “president”, “secretary” and “treasurer”. The Committee proposes that the rules are amended so that in each instance where these words appear in the rules they are in upper case.
Currently, some rules use the phrase “Annual General Meeting” and other rules use the term “AGM”. In the interests of consistency, the Committee proposes that the rules use the expression “AGM” except for in rule 6.1.1.
Certain existing rules (for example, rule 5.1.1) refer to “social member”. The membership categories of the Club do not include a “social member”. Accordingly, the Committee proposes the deletion of every reference in the rules to “social member”.
I consider the Resolutions will promote the success of the Club and are in the best interests of the Club and its members. Accordingly, I recommend that you vote in favour of the Resolutions.
Voting on all Resolutions at the SGM will be by way of show of hands.
If you have any questions concerning this letter or the formal notice of the SGM, please contact either:
I look forward to seeing you at the SGM.
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN
that a Special General Meeting of the Wellington Mountain Club Incorporated (the Club) will be held on Wednesday 7 August 2013 at Catalyst IT, Level 4, 150 Willis Street, Wellington at 6:00 pm to consider, and if thought fit, to pass the following Resolutions to alter the rules of the Club. In accordance with rule 7.1 of the Club’s Constitution, to approve a resolution a two-thirds majority of members present at the SGM must approve the resolution.
Delete existing rule 3.5.
Delete existing rule 4.1 and insert the following new rule 4.1:
4.1 The Committee in June of each year shall set the annual subscription fee, for each membership category, for the forthcoming membership year. The annual subscription fee shall be payable immediately upon application for membership.
Delete existing rule 3.6 and insert the following new rule 3.6:
3.6 Any member of the Club shall be permitted to attend any Club Meeting.
Insert the following new rule 4.1(a):
4.1(a) The Committee may set a reduced annual subscription fee (for each membership category) where the reduced fee is offered in conjunction with the payment of an entry fee for an event organised by the Club.
Delete existing rule 4.4 and insert the following new rule 4.4:
4.4 The membership year of the Club commences on 1 July of every year and ends on 30 June of the next year.
Delete existing rule 6.1.1 and insert the following new rule 6.1.1:
6.1.1 The Annual General Meeting (AGM) shall be held no later than three months after the end of the Club’s balance date (30 June). The Committee shall determine when and where the Club shall meet within those dates. The Secretary shall give all members at least 21 days Written Notice of the time, date, location and business to be conducted at the AGM.
Delete rule 6.1.3 and insert the following new rule 6.1.3:
6.1.3 The business of an AGM shall be:
Receiving the minutes of the previous AGM;
The President’s report on the business of the Club over the immediately preceding membership year;
The Treasurer’s report on the finances of the Club and the annual financial statement for the immediately preceding financial year;
Election of the Officers of the Committee and the election of Regular Committee Members;
Motions to be considered;
Delete existing rules 6.2.1 to (and inclusive of) 6.2.6 and insert the following new rules 6.2.1 to (and inclusive of) 6.2.6
6.2.1 Subject to the Rules of the Club, the role of the Committee is to:
(a) Administer, manage, and control the Club;
(b) Carry out the purposes of the Club, and use Money or Other Assets to do that;
(c) Manage the Club financial affairs, including approving the annual financial statements for presentation to the members at the AGM;
(d) Set accounting policies in line with generally accepted accounting practice;
(e) Delegate responsibility and co-opt members where necessary;
(f) Ensure that all members follow the Rules;
(g) Decide how a person becomes a member, and how a person stops being a member;
(h) Decide the times and dates for Club Meetings, and set the agenda for Club Meetings;
(i) Decide the procedures for dealing with complaints;
(j) Set membership fees, including subscriptions and levies;
(k) Make regulations.
6.2.2 The Committee has all of the powers of the Club, unless the Committee’s power is limited by these Rules.
6.2.3 All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the President shall have a casting vote, that is, a second vote.
6.2.4 Decisions of the Committee bind the Club, unless the Committee’s power is limited by these Rules.
6.2.5 A quorum for a Committee meeting shall be two Officers and two Regular Committee Members.
6.2.6 Subject to these Rules, the Committee may regulate its own practices.
In rule 7.1 insert the words “and voting” after the word “present” and replace the words “14 days’ notice” with the words “14 days Written Notice”.
Insert the following new clause 7.3:
7.3 No rule change approved at an AGM or at a Special General Meeting shall take effect until the Secretary has filed the change with the Registrar of Incorporated Societies.
Delete the heading to existing rule 8 and delete existing rules 8.1 to (and inclusive of) 8.5 and insert the following new rules 8.1 to (and inclusive of) 8.8:
Appointment of Committee Members
8.1 The Club shall have a managing committee (the Committee), comprising the following persons:
The Treasurer; and
Such other members as the Committee or Club shall decide (Regular Committee Members).
8.2 The Officers of the Club are the President, the Secretary, and the Treasurer.
8.3 There shall be a minimum of two Regular Committee Members, in addition to the Officers.
8.4 The Secretary shall receive nominations for the Officers and the Regular Committee Members after the announcement of the AGM and from attending members at the AGM. All retiring members of the Committee shall be eligible for re-election.
8.5 If the position of any Officer becomes vacant between AGMs, the Committee may appoint another Committee Member to fill that vacancy until the next AGM.
8.6 If the position of any Regular Committee Member becomes vacant between the AGM, the Committee may appoint another Club member to fill that vacancy until the next AGM.
8.7 If any Committee member is absent from three consecutive Committee meetings without leave of absence, the Committee may declare that person’s position to be vacant.
8.8 Every member of the Committee shall hold office from the date of his or her election or appointment until the earlier of:
the next AGM; or
they resign by giving notice to the Committee.
In rule 9.3 replace “Chairperson” with “President”.
Delete existing rule 10.3 and insert the following new rule 10.3:
10.3 The financial year of the Club commences on 1 July of every year and ends on 30 June of the next year.
Insert the following new rule 13.2:
13.2 In these rules:
“Club Meeting” means any AGM, any Special General Meeting, and any Committee meeting;
“Money or Other Assets” means any real or personal property or interest therein, owned or controlled to any extent by the Club;
“Rules” means the rules of the Club filed with the Registrar of Incorporated Societies;
“Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
In each instance where the word “club”, “committee”, “officer” “president”, “secretary”, and “treasurer”, appears in the Constitution replace that word with respectively “Club”, “Committee”, “Officer”, “President”, “Secretary”, and “Treasurer”.
Except for rule 6.1.1, where the phrase “Annual General Meeting” appears in the Constitution replace these words with “AGM”.
Delete each reference to “social member” from the rules.