Rules

The St Marys Bay Association Incorporated

1.0 Name
2.0 Purposes of the Society
3.0 Powers
4.0 Use of money and other assets
5.0 Admission of members
6.0 Subscriptions
7.0 Register of members
8.0 Cessation of membership
9.0 Society meetings
10.0 Managing committee
11.0 Appointment of committee members
12.0 Nomination and replacement of committee members
13.0 Cessation of committee membership
14.0 Role of the committee
15.0 Roles of officers
16.0 Committee meetings
17.0 Financial year
18.0 Signing of documents
19.0 Altering the rules
20.0 Bylaws to govern the Society
21.0 Winding up
22.0 Definitions and miscellaneous matters

1.0 Name
1.1 The name of this society is The St Marys Bay Association Incorporated ("the Society").

2.0 Purposes of the Society

2.1 The purposes of the Society are:
(a) To encourage, support and maintain the amenities, character and nature of St Marys Bay and
its environs.
(b) To devise, advocate, promote and encourage any activity which is intended to improve or
maintain the amenities, character and nature of St Marys Bay and its environs.
(c) To evaluate any projects, proposals or developments in St Marys Bay and its environs which
may change the existing the amenities, character or nature of this area in any way.
(d) To protect, promote and foster the preservation of the environment of the Auckland harbour.
(e) To promote, foster and encourage the full recreational use of the whole of the Auckland
harbour and its environs.
(f) To prevent manipulation of the ecology or any development which might contribute to the
destruction of the ecological and biological marine life existing in and around the Auckland
harbour.
(g) To conduct educational campaigns in Auckland and New Zealand wide, alone or with other
organisations, to support the objectives described above and to promote understanding of their
importance. Such campaigns could include conferences, preparation and distribution of literature
and posters, lectures and demonstrations, films, radio, television, websites and other aspects of
the internet, among other things.
(h) To promote deputations to Ministers of the Crown of New Zealand, any parliamentary
committee or any other body in relation to bills presented to Parliament in support of any action
proposed which is intended to assist the above objectives.
(i) To seek recognition and financial support for carrying out the above objectives from the
government, local governing bodies and any interested individual or organisation.
(j) To invest and deal with any money of the Society not immediately required to carry out the
societys objectives.

(k) To do anything which the committee of the Society considers will assist in attaining the
Societys purposes.
2.2 Pecuniary gain is not a purpose of the Society.

3.0

Powers

3.1

The Society, in addition to any other powers it may have in law, has the following powers:
(a) To acquire (in any way) or dispose of any land, buildings or other property which the
committee of the Society thinks proper.
(b) To erect, maintain, alter and replace any buildings on any land it has acquired.
(c) To deal with the Societys property assets and rights in any way, including sale, improvement,
maintenance, management, exchange, lease or mortgage.
(c) To raise or borrow money by any means and on any security, as the committee of the Society
thinks fit (in particular, on mortgage or by charge of the Societys assets and rights, or by the
issue of debentures) and to purchase, redeem or pay off any such securities and reissue them.

3.2

The Society may also:

(a) Employ people for the purposes of the Society;
(b) Exercise any power a trustee might exercise;
(c) Invest in any investment that a trustee might invest in;
(d) Borrow money and provide security for that borrowing if authorised by majority vote at any
meeting of the Society.

4.0 No personal benefit from use of the Societys money and other assets
4.1 Any income, benefit or advantage is to be applied to the objectives of the Society.
4.2 No member of the Society or person associated with a member may participate in or materially
influence any decision of the Society in respect of any payment of income or provision of benefit or
advantage directly or indirectly to that member or associated person.
4.3 Any such income is to be reasonable and relative to that which would be paid in an arms length
transaction (being open market value).

4.4 Money and other assets are to be used only with the approval of the committee or by majority vote
of the Society.
4.5 The provisions and effect of this clause may not be removed from this document and will be included
in and implied into any document replacing this document.

5.0 Admission of members

5.1 To become a member of the Society, a person must:
(a) Live or own property in the geographical area of St Marys Bay as defined by Statistics NZ,
namely the area bounded by the western side of Beaumont Street (from the water to College
Hill), the northern side of College Hill and Jervois Road to the eastern side of Curran Street,
continuing down the eastern side of Curran Street to Westhaven Drive as far as the Royal New
Zealand Yacht Squadron, and from the Squadron along the edge of the Westhaven marina to
Beaumont Street.
(b) Supply the information required for the register of members (rule 7.1);
(c) Pay an annual subscription;
(d) Supply any other information the committee requires.
5.2 The committee may interview the applicant when it considers membership applications.
5.3 The committee has complete discretion in deciding whether to allow the applicant to become a
member. The committee must advise the applicant of its decision and that decision will be final.
5.4 The committee may confer honorary life membership upon any person, whether that person is
currently a member or not, as a recognition of the individuals long and distinguished contribution to the
Society or to any of the objects of the Society. Honorary life members shall not be liable to pay a
subscription and shall otherwise have their privileges, rights and obligations determined from time to
time by the committee.

6.0 Subscriptions
6.1 Subscriptions for membership shall be fixed by the committee (and may include a discounted rate
for two members living at the same address).
6.2 Subscriptions are to be paid in any year by 1 July each year. The committee may impose a
surcharge on any subscription not paid by that date. A member will not be entitled to vote at an annual
general meeting if his or her subscription has not been paid.

7.0 Register of members

7.1 The Secretary is to keep a register of members, which will contain the names, residential and email
addresses, telephone numbers and occupations of all members.
7.2 If a members contact details change, that member must give the new contact details to the
Secretary.
7.3 Each member must provide such other details as the committee requires.
7.4 Members are entitled to have reasonable access to the register by physical inspection at a location
decided by the committee. Members may not use information in the register other than for furthering
the purposes of the Society, and particular may not use it for commercial purposes.

8.0 Cessation of membership

8.1 Any member may resign by giving written notice to the Secretary.
8.2 Membership may be terminated in the following way:
(a) If any member does not pay a subscription or levy by the date set by the committee or the
Society, the Secretary will give written notice that the membership will be terminated unless the
arrears are paid by a nominated date. After that date, the member will have no membership
rights and will not be entitled to participate in any Society activity. Termination will not release
that member from the obligation to pay any sums due to the Society.
(b) If, for any reason whatsoever, the committee considers that a member is breaching the
Societys rules or acting in a manner inconsistent with the purposes of the Society, the committee
may give written notice of this to the member. The committees notice must:
(i) Explain how the member is breaching the rules or acting in a manner inconsistent with
the purposes of the Society;
(ii) State what the member must do in order to remedy the situation; or state that the
member must write to the committee giving reasons why the committee should not
terminate the members membership.
(iii) State that if, within 14 days of the member receiving the committees notice, the
committee is not satisfied, the committee may in its absolute discretion immediately
terminate the members membership.
(iv) State that if the committee terminates the members membership, the member may
appeal to the Society.

(c) Fourteen days after the member receives the committees notice, the committee by majority
vote may terminate the members membership by giving the member written notice of
termination, which takes immediate effect. The notice of termination must state that the member
may appeal to the Society at the next Society meeting by giving written notice of appeal to the
Secretary within 14 days of the members receipt of the notice of termination.
(d) If the member gives notice of appeal, the member will have the right to be heard fairly at a
Society meeting held within the following 28 days. If the member chooses, he or she may provide
the Secretary with a written explanation of the events as the member sees them and require the
Secretary to give that explanation to every other member within seven days of the Secretary
receiving it. If the member is not satisfied that the other Society members have had sufficient
time to consider the explanation, the member may defer his or her right to be heard until the
following Society meeting.
(e) When the member is heard at a Society meeting, other members of the Society may question
the member and the committee members.
(f) The Society will then decide by majority vote whether to let the termination stand or to
reinstate the member. The Societys decision will be final.

9.0 Society meetings

9.1 A Society meeting is either an annual general meeting or a special general meeting:
(a) The annual general meeting will be held once every year no later than nine months after the
Societys balance date. The committee will determine when and where the Society will meet
within those dates.
(b) Special general meetings may be called by the committee. The committee must call a special
general meeting if the Secretary receives a written request signed by at least 10% of the
members.
9.2 The business of an annual general meeting will be:
(a) Confirm any minutes of the previous Society meeting(s);
(b) Receive the Chairs report (written or oral) on the business of the Society (which report may
be written or oral);
(c) Receive the Treasurers report (written or oral) on the finances of the Society (which report
may be written or oral), and the annual financial statements;
(d) Election of committee members;

(e) Motions to be considered;

(f) General business.
9.3 The Secretary will make available to members at or before the start of an annual general meeting:
(a) A copy of any written report that the Chair has prepared on the Societys operations.
(b) A copy of the annual financial statements as approved by the committee.
(c) A list of any nominees for the committee for whom a nomination is received before the
meeting, and information about them (as provided by the nominees, but not to exceed one side
of an A4 sheet of paper per nominee);
(b) Notice of any motions and the committees recommendations (if any) about those motions.
9.4 The Secretary must send written notice of a Society meeting to all members (by email if the member
has provided an email address or otherwise to the members residential address) at least 7 days before
the meeting. If the secretary has sent notice in good faith, the meeting and its business will not be
invalidated simply because one or more members do not receive the notice.
9.5 All members may attend and vote at Society meetings. All matters put to a vote shall be
determined by majority vote of those present except for any proposal to alter, replace or rescind these
rules (when rule 18 applies).
9.6 No Society meeting may proceed unless a quorum of at least 20% of eligible members attend.
9.7 All Society meetings will be chaired by the Chair. If the Chair is absent, the Society will elect another
committee member to chair that meeting. Any person chairing a Society meeting has a casting vote.
9.8 On any given motion at a Society meeting, the Chair will determine in good faith whether to vote by:
(a) Voices;
(b) Show of hands;
(c) Secret ballot;
(d) Any of the above plus proxy voting.
However, if any member demands a secret ballot before a vote by voices or show of hands has begun,
voting must be by secret ballot. If a secret ballot is held, the Chair will have a casting vote.
9.9 If a quorum is not present within half an hour after the time appointed for a meeting:
(a) If convened upon requisition of members, the meeting will be dissolved; in any other case it
will stand adjourned to a day, time and place determined by the Chair.

(b) With the consent of the members present, the Chair may adjourn the meeting to another time
and/or place but no business may be transacted at any adjourned meeting other than the
business left unfinished at the adjourned meeting.

9.10 Motions at Society meetings:

(a) Any member may request that a motion be voted on at a particular Society meeting.
(b) The committee may also decide to put forward motions for the Society to vote on.

10.0 Managing committee

10.1 The Society is to have a managing committee (the committee), comprising the following officers
and further committee members:
(a) The Chair;
(b) The Secretary;
(c) The Treasurer;
(d) A minimum of two and a maximum of six further members, as the Society decides.
10.2 Only members of the Society may be a committee member.
10.4 Committee members will be appointed for a three-year term.

11.0 Appointment of committee members

11.1 At a Society meeting, the members may decide by majority vote:
(a) Who shall be the Chair, Secretary, and Treasurer;
(b) Whether any committee member may hold more than one position as an officer.

12.0 Nomination and replacement of committee members

12.1 The Chair is to call for nominations for committee members at least 7 days before an annual
general meeting. Nominations in writing are to be delivered to the Secretary no later than the day
before the annual general meeting. If there are insufficient nominations to take up all the available

positions, the Chair may call for further nominations at the meeting. Each candidate must be proposed
and seconded by members. All retiring members of the committee will be eligible for re-election.
12.2 If the position of any officer becomes vacant between annual general meetings, the committee may
appoint another committee member to fill that vacancy until the next annual general meeting.
12.3 If the position of any committee member becomes vacant between annual general meetings, the
committee may appoint another member of the Society to fill that vacancy until the next annual general
meeting.
12.4 If any committee member is absent from three consecutive meetings without leave of absence
from the Chair, the Chair may declare that persons position to be vacant.

13.0 Cessation of committee membership

13.1 Persons cease to be committee members when:
(a) They resign by giving written notice to the committee.
(b) They are removed from membership of the Society by majority vote at a Society meeting.
(rule 8.2).
(c) Their term expires.
13.2 If a person ceases to be a committee member, within one month he or she must give the
committee all Society documents and property.

14.0 Role of the committee

14.1 Subject to the rules of the Society, the role of the committee is to:
(a) Administer, manage, and control the Society;
(b) Carry out the purposes of the Society, and use money or other assets to do that;
(c) Decide how a person becomes a member and how a person stops being a member;
(d) Set membership fees, including subscriptions and levies;
(e) Manage the Societys financial affairs, including approving the annual financial statements for
presentation to the members at the annual general meeting;
(f) Set accounting policies in line with generally accepted accounting practice;
(g) Delegate responsibility and co-opt committee members where necessary;

(h) Decide the times and dates for meetings and set the agenda for meetings;
(i) Ensure that all members follow the rules;
(j) Decide the procedures for dealing with complaints;
(k) Make bylaws for the general management of the Society.
(l) Decide any matters not covered by these rules.
14.2 The committee has all of the powers of the Society, unless the committees power is limited by
these rules, or by a majority decision of the Society.
14.3 All decisions of the committee must be by a majority vote. In the event of an equal vote, the Chair
will have a casting vote.
14.4 Decisions of the committee bind the Society, unless the committees power is limited by these rules
or by a majority decision of the Society.

15.0 Roles of officers

15.1 The Chair is responsible for:
(a) Ensuring that the rules are followed;
(b) Convening meetings and establishing whether or not a quorum is present;
(c) Chairing meetings, including deciding who may speak and when;
(d) Overseeing the operations of the Society;
(e) Providing a report (written or oral) on the operations of the Society at each annual general
meeting.
15.2 The Secretary is responsible for:
(a) Recording the minutes of meetings;
(b) Keeping the register of members;
(c) Holding the Society's records, documents and books except those required for the Treasurers
function;
(d) Receiving and replying to correspondence as required by the committee;

(e) Forwarding the annual financial statements for the Society to the Registrar of Incorporated
Societies upon their approval by the members at an annual general meeting.
(f) Advising the Registrar of Incorporated Societies of any rule changes;
15.3 The Treasurer is responsible for:
(a) Ensuring that proper accounting records of the Societys financial transactions are kept, to
allow the Societys financial position to be readily ascertained;
(b) Preparing, or arranging for the preparation by a suitably qualified person of, annual financial
statements for presentation at each annual general meeting. These statements are to be
prepared in accordance with the Societys accounting policies (see 14.1.f).
(c) Providing a financial report (written or oral) at each annual general meeting;
(d) Providing financial information to the committee as the committee determines.

16.0 Committee meetings

16.1 Committee meetings may be held via video or telephone conference or other formats as the
committee decides;
16.2 No committee meeting may be held unless half of the committee members (including at least one
officer) attend;
16.3 If a quorum is not present within half an hour after the time appointed for a meeting, the meeting
will stand adjourned to a day, time and place determined by the Chair. If at such an adjourned meeting
a quorum is not present, the meeting will be dissolved without further adjournments.
16.4 The Chair will chair committee meetings, or if the Chair is absent, the committee will elect a
committee member to chair that meeting;
16.5 Decisions of the committee will be by majority vote, either voices or a show of hands;
16.6 The Chair or person acting as Chair has a casting vote;
16.7 Only committee members present at a committee meeting may vote at that committee meeting.
16.8 Subject to these rules, the committee may regulate its own practices, save that the committee is to
record any significant decision by a minute of the meeting and any vote to incur expenditure of more
than $100 is to be proposed and seconded formally;
16.9 The Chair or the Chairs nominee may adjourn the meeting if the need arises.

17.0 Financial year

17.1 The financial year of the Society begins on April 1 of every year and ends on March 31 of the next
year.

18.0 Signing of documents

18.1 Documents should be signed by whoever is authorised by the committee.
18.2 The common seal should be held by the Secretary and used as deemed appropriate by the
committee on legal documents and contracts.

19.0 Altering the rules

19.1 The Society may alter, replace or rescind these rules at a Society meeting by a resolution passed
by a two-thirds majority of those members present and voting, except as stated in rules 4.5 and 19.6.
19.2 Any proposed motion to amend or replace these rules is to be given in writing to the Secretary at
least 21 days before the Society meeting at which the motion is to be considered and be accompanied
by a written explanation of the reasons for the proposal.
19.3 At least 14 days before the Society meeting at which any rule change is to be considered the
Secretary will give all members written notice of the proposed motion and the reasons for the proposal.
19.4 When a rule change is approved by a Society meeting it will not take effect until the change or
changes have been registered with the Registrar of Incorporated Societies.
19.5 No addition to or alteration of the non-profit aims, personal benefit clause or the winding up clause
may be made which affects the Societys tax-exempt status.
19.6 The provisions and effect of this clause may not be removed from this document and will be
included in and implied into any document replacing this document.

20.0 Bylaws to govern the Society

20.1 The committee may make, alter or rescind bylaws for the general management of the Society at
any time, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws
will be binding on members of the Society. A copy of the current bylaws is to be available for inspection
by any member on request to the Secretary.

21.0 Winding up
21.1 If the Society is wound up:
(a) The Societys debts, costs and liabilities must be paid first out of the Societys funds;
(b) Surplus money and other assets of the Society are to be distributed to either a like-minded
not-for-profit organisation, or a charity;
(c) No distribution may be made to any member.

22.0 Definitions and miscellaneous matters

22.1 In these rules:
(a) Majority vote means a vote made by more than half of the members who are present at a
meeting and who are entitled to vote and voting at that meeting upon a resolution put to that
meeting.
(b) Society meeting means any annual general meeting, or any special general meeting, but
not a committee meeting.
(c) Written notice means communication by post, electronic means (including email, and
website posting), or advertisement in periodicals, or a combination of these methods.
(d) Money or other assets means any real or personal property or any interest therein, owned
or controlled to any extent by the Society.
(e) Use money or other assets means to use, handle, invest, transfer, give, apply, expend,
dispose of, or in any other way deal with, money or other assets.
(f) It is assumed that:
(i) Where the singular is used, plural forms of the noun are also inferred;
(ii) Headings are a matter of reference and not a part of the rules.
(g) Matters not covered in these rules shall be decided on by the committee.