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Board | Presidents Report | Constitution | Mission Statement | Service to Clubs
Constitution of Aorangi South
Canterbury Golf Incorporated
Contents
1.
Name and Registered Office
2. Definitions
3. Objects
4. Association
Territory
5. Powers
6. Membership
7. Structure
8. The Board
9. Election of
Directors
10. Chairperson of the Board
11. Meetings
of the Board
12. Powers of the Board
13. Casual Vacancies
14. Meetings
15. Administrator
16. By-Laws
17. Alteration of Constitution
18. Common
Seal
19. Finances
20. Payment to Members
21. Winding Up
22. Transitional Provisions
1.Name
and Registered Office
1.1
The name of the
association is Aorangi South Canterbury Golf Incorporated
(Aorangi South Canterbury Golf).
1.2
The registered
office of Aorangi South Canterbury Golf shall be at such place
as the board shall from time to time determine.
2.Definitions
“Administrator” means the
Administrator of the Association appointed under Rule 15 and can
also mean Secretary and/or Treasurer
“Association” means Aorangi
South Canterbury Golf Incorporated.
“Board” means the board of the
Association
“By-laws” means the by-laws of
the Association issued by the Committee pursuant to Rule 16;
“Chairperson” means the
Chairperson of a General Meeting;
“Club” means a golf club in the
Association’s District
“Delegate” means a
representative appointed by member clubs to represent it at
General meetings.
“Director” means a member of
the Board
“Member” means any financial
member club of the Association.
“NZG” means New Zealand Golf or
any name it may operate under.
“Parent Body” means New Zealand
Golf or any name they may operate under.
“Rule(s)” means the Rules of
Aorangi South Canterbury Golf
“Rules of Golf” means the Rules
of Golf as approved by R & A Rules Limited
“Territory” means the
geographical area comprising the Aorangi South Canterbury Golf
District as outlined in Rule 4.
3.Objects
The objects for the Association
will be to:
a.
Foster the growth
and control the development of Golf in the Territory;
b.
Uphold the Rules
of Golf;
c.
Encourage and
develop elite performance in the Territory;
d.
Encourage and
enable participation with interclub events;
e.
Arrange and
control inter-club, inter-district or inter-provincial events
and competitions with in its Territory;
f.
Affiliate with
the Parent Body;
g.
Assist the Parent
Body in securing uniformity in handicapping;
h.
Represent the
Association at meetings of the Parent Body;
i.
Exercise in its
Territory such of the powers of the Parent Body as may be
delegated to it;
j.
Assist Member
Clubs pursuant to their aims, objects and interests when
requested.
k.
Undertake any
other function that may be consistent with the general objects
of the Association.
4.Association
Territory
The Association’s Territory is
represented by the following geographical area:
Northern Boundary, Rakaia
River; Western Boundary, The Southern Alps; Southern Boundary,
Waitaki and Ahuriri Rivers.
The North Otago district is
also part of the Association’s Territory for golf clubs whose
members are female
5.Powers
The Association will have power
to do such lawful acts and things as are incidental or conducive
to the attainment of its objects and (without limiting the
generality of the foregoing) the following powers shall be
included in the Association powers:
(a)
Organise and
control competitions.
(b)
Develop,
organise, deliver and participate in the programmes of education
and training.
(c)
Implement
disciplinary procedures for, and impose sanctions and penalties
over, member clubs or its members and conduct hearings and hear
appeals.
(d)
Raise money by
subscriptions, levies or otherwise, to ensure the financial
viability of the Association and to grant any rights and
privileges to Member Clubs as may from time to time be deemed
necessary in that regard.
(e)
Purchase, take,
lease, exchange, hire or otherwise acquire personal and/or real
property and any rights or privileges which the Association may
think necessary or convenient.
(f)
Borrow or raise
money by way of bank overdraft, or on mortgage, or by the issue
of debentures, or otherwise howsoever and with or without
security, provided that the amount raised does not exceed one
half of the total membership fees levied for the financial year
in which the borrowing is undertaken.
(g)
Disseminate
private or other information about members with their consent
through written declaration subject to the purposes being in
accordance with the objectives of the Associations.
(h)
Promote the
Association and its activities.
6.Membership
6.1
Categories of
Membership
The membership of the
Association shall consist of:
(a)
Member Clubs
Any golf club whose golf course
is within the Association’s Territory
(b)
Life Members
Any person who has in the
opinion of the Board rendered exceptional service to the
Association
6.2
Appointment of
Members
(a)
A golf club may
become a Member Club of the Association on making written
application to the Association.
(b)
A Life Member
shall be appointed by the Members passing a majority resolution
at the Annual General Meeting.
6.3
Dual Affiliations
A golf club within the
Territory referred to in rule 4, which has both male or female
members but where the male members are affiliated to another
Golf Association affiliated to the parent body, may become a
member of the association.
6.4
Membership Fees
and Levies
(a)
The membership
fee will be an annual levy for each member of Member Clubs as
determined at the Annual General Meeting of the Association.
This fee may differ between classes of membership of
Member Clubs.
(b)
The membership
fee for each class of membership and other levies (if
applicable) will be payable at such time and in such a manner as
the Board shall from time to time determine.
6.5
Membership
Lapsing
(a)
Membership will
lapse if:
(i)
the annual levy
is not paid by 31 March
(ii)
the Board
resolves that membership of the Member Club shall lapse
(b)
The Parent Body
will be advised and all the benefits of membership will be
withdrawn.
6.6
Admission to
membership
No Golf Club will become a
member of the Association until its application has been
accepted by the Association and it has paid the annual levies
for the current financial year.
6.7
Resignation from
membership
(a)
Any Member Club
deciding to resign from membership of the Association must give
to the Board 90 clear days’ notice of its intention to resign
its membership.
(b)
The retiring
Member will be liable for any membership fees outstanding for
the current financial year and shall cease to be a Member at the
expiry of the Association’s then current financial year.
6.8
Withdrawal,
Suspension, or Termination of Membership
(a)
Membership will
be withdrawn, suspended or terminated if the Member Club:
(i)
Ceases to operate
as a golf club
(ii)
Fails to comply
with the provisions of these rules.
(iii)
Acts in a manner
considered to be injurious or prejudicial to the rules or
interest of the Association.
(b)
A Member Club may
have membership withdrawn or be suspended or removed on a
resolution carried by a majority at a Board meeting.
(c)
A Member Club
subjected to a resolution to suspend or be removed from
membership shall be entitled to have representation at any such
hearing or meeting and have the right to be heard.
(d)
A Member Club
whose membership has been withdrawn, suspended or terminated may
within one month of receiving notification, lodge written notice
of its intention to appeal which will be considered at the next
formally constituted General meeting.
6.9
Register of
Members
A register, which will be
updated annually, will be kept in which all details of Member
Clubs shall be kept, including full legal name, address, dates
of admission and officers of the Member Club.
7.Structure
7.1
The management and the affairs of the association will be
managed by:
(a)
A board (as described in rule 8)
(b)
The Administrator (appointed under rule 15)
(c)
Such committees
that may be appointed from time to time by the board as required
to efficiently manage the Associations affairs
8.The
Board
8.1
Composition of
the Board
(a)
The Board shall
consist of seven (7) Directors who shall be elected at the
Annual General Meeting; and
(b)
In addition to
the seven (7) directors elected under paragraph (a) of this
Rule, the Board may appoint one (1) further Director. The term
of appointment is to be for no longer than one year, commencing
from the date of appointment by the Board, and ending with the
conclusion of the subsequent Annual General Meeting.
(c)
An appointed
Director shall not be eligible to serve more than six (6)
consecutive terms.
(d) An elected director can serve no more that five (5)
consecutive terms
8.2
The elected
Directors (including any Director appointed to fill a casual
vacancy) are to comprise a minimum of three (3) male and three
(3) female Directors at all times.
8.3
Elected Directors
shall hold office for two years from the date of the Annual
General Meeting when elected.
8.4
The Board is to
operate a rotational directorship policy with only those elected
Directors who have completed their two year term coming up for
election in any year.
8.5
The Directors of
the Association, with the exception of the person appointed as
in Rule 8.1 (b) above, must be financial members of a Member
Club.
9.Election
of Directors
9.1
No employee or
independent contractor in the nature of an employee of the
Association shall be eligible to stand for election to the Board
or to be a Director.
9.2
Nominations for
the position of elected Director shall be made by a Member and
must be:
(a)
In writing
(b)
On the prescribed
form (if any) provided for the purpose;
(c)
Signed by or on
behalf of a member; and
(d)
Certified by the
nominee expressing a willingness to accept a position as
Director
9.3
All nominations
for Directors must be received by the Administrator no later
than fifteen (15) days before the Annual General Meeting.
9.4
Subject to these
rules, Elected Directors are to be elected at the Annual General
Meeting.
9.5
If the number of
candidates is not greater than the number of positions to be
filled then the chairperson is to declare each candidate
elected.
9.6
If the number of
candidates is greater than the number of positions, a secret
ballot is to be held. The Members shall vote for the number of
positions to be filled in accordance with the voting procedure
set out in Rule 14.11
9.7
The results of
the ballot shall be declared by the Chairperson of the meeting
and the voting papers destroyed.
9.8
In the event of
an equality of votes for any position, a further ballot is to be
held among the candidates who secured equal highest votes.
9.9
If there is still
an equality of votes, then the appointment will be determined by
lot.
9.10
If there are
insufficient candidates to fill the vacancies, following the
Annual General Meeting the Board will have the power to appoint
persons to fill any such vacancy.
10.
Chairperson of
the Board
10.1
The Chairperson
of the Board will be elected at the first board meeting
following the Annual General Meeting of the Association.
10.2
The Chairperson
will maintain order and conduct the meeting in a proper and
orderly manner.
10.3
The Chairperson
shall have a deliberative vote at Board meetings
11.
Meetings of the
Board
11.1
The Board will
meet not less than eight times each year
11.2
A meeting of the
board will be convened as the board resolves with a minimum of
48 hours notice to all members of the Board.
11.3
Four Board
Members present in person will form a quorum. No business will
be transacted at any meeting where a quorum is not present.
11.4
Each director has
one (1) vote on all motions
11.5
In the case of an
equality of votes on any motion before the Board the motion
shall be deemed lost.
11.6
The Board may
invite any person to be present at a particular Board meeting
and to speak with leave of the meeting.
11.7
The Administrator
shall be entitled to attend and to speak at all meetings of the
Board but shall have no vote and shall not be counted for quorum
12.
Powers of the
Board
The Board:
(a)
May appoint sub
committees as required. The Board may determine, in writing,
conditions for the operation of a sub committee including the
duration of its appointment and its powers.
(b)
Will have control
of the day to day management of the affairs of the Association
and will have power to act on behalf of the Association in
accordance with the Rules and may delegate any responsibility to
sub committees of the Board as applicable.
(c)
May co-opt any
specialist services it deems necessary.
(d)
Will create
strategies to further the Association’s objectives.
(e)
Will have control
and oversight of all Association finances and ensure that they
are administered in line with Association policy.
(f)
Will act as the
disciplinary and appeal committee for the Association for any
player or club matter brought to its attention in accordance
with the disciplinary policy set out in its By-Laws.
(g)
Will provide
business plans and budgets that will ensure continued growth and
development of the Association.
(h)
Will consult and
work closely with all sub committees to ensure golf is
administered in a professional manner at all times.
(i)
Will nominate or
appoint appropriate persons to represent the Association at
meetings of the Parent Body.
13.
Casual Vacancies
In the event of a vacancy on
the Board, the Board may fill such vacancy for the unexpired
term of office (having due regard for Rule 8.2).
14.
Meetings
14.1
Meetings of the
Association
Meetings held by the
association shall be:
(a)
The Annual General Meeting
(b)
The Club Meeting
(c)
Special General Meetings
(d)
Board Meetings (refer rule 11)
14.2
Annual General
Meeting
The Annual General Meeting must
take place within four (4) months of the end of the Association
financial year.
14.3
Business of the
Annual General Meeting
The business to be transacted
at every Annual General Meeting will be to:
(a)
Approve the
minutes of the previous Annual General Meeting and any Special
General Meetings.
(b)
Receive the Board
report and the financial statements
(c)
Elect the
Directors.
(d)
Appoint an
Auditor and an Honorary Solicitor.
(e)
Approve the
annual levy/membership fees and budget as recommended by the
Board
14.4
Special General
Meeting
The Administrator must convene
a Special General Meeting:
(a)
When directed to
do so by the Board.
(b)
On the
requisition in writing signed by not less than four Board
Members or not less than 12 (twelve) Member Clubs. Such
requisition must clearly state the reasons why such a meeting is
being convened and the nature of the business to be transacted.
14.5
Club Meeting
The Club Meeting shall be held
at least once each year at a time deemed appropriate by the
board and may be held as separate meetings for male and female
members.
14.6
Notice of General
Meetings
(a)
The Administrator
will convene a General Meeting by giving not less than 21 clear
day’s notice of any such meetings to the members of the
Association and all Directors.
(b)
The manner by
which such notice is to be given will be determined by the
Board. The notice of a General Meeting shall clearly state the
nature of the business to be discussed. Where this notice
is given solely by way of email advice, it is to be
acknowledged.
14.7
Notice of Motion
No motion will be proposed,
discussed or put to the vote at any General Meeting unless:
(a)
Notice has been
given in the Notice of Meeting; or
(b)
A resolution by
at least a majority of two thirds of the total votes cast at the
meeting determines that such motion shall be considered.
14.8
Quorum for
Meetings
(a)
At General
Meetings the delegates of ten (10) or more Member Clubs will form a
quorum.
(b)
No business will
be transacted at any General Meeting of the Association where a
quorum is not present.
(c)
At the Club
Meeting no quorum is required
14.9
The Chairperson
at General Meetings
(a)
The Chairperson
of the Board will be the Chairperson of all general meetings.
If the Chairperson is unavailable, those present and entitled to
vote shall elect a Chairperson for that meeting.
(b)
The Chairperson
will maintain order and conduct the meeting in a proper and
orderly manner.
(c)
In the case of an
equality of votes on any motion at a General Meeting the motion
shall be deemed lost.
14.10
Delegates
(a)
Members may only
be represented at General Meetings by their nominated delegates
(b)
Member Clubs
representing both male and female members will be entitled to
nominate two (2) of its members as delegates (being one (1) of
each gender) and Member Clubs representing female members only,
will be entitled to nominate one (1) of its members to be their
delegate, with each delegate entitled to one vote.
(c)
All delegates are
entitled to speak at General meetings
(d)
All delegates
must be financial members of the Member Club they represent.
(e)
Each Member shall
advise the Administrator of their delegate(s) and one
alternative, three (3) clear
days prior to the date set down for each General Meeting.
14.11
Voting at General
Meetings
Unless otherwise provided by
these Rules, at every General Meeting:
(a)
Any question,
matter or resolution will be decided by a majority of votes of
Members present.
(b)
Each member club
is entitled to one (1) vote.
(c)
Voting will be by
a show of hands unless two thirds of the Members present demand
a ballot.
(d)
The directors may
move and second any resolution at a General Meeting.
15. Administrator
An Administrator will be
appointed by the Board on such terms and conditions as the Board
may from time to time determine.
16.
By-Laws
The Board may from time to time
make, amend or repeal by-laws and regulations, not inconsistent
with these Rules for:
(a)
the policy and
procedures of the Association; and
(b)
carrying out all
or any of the objects of the Association.
17.
Alteration of
Constitution
(a)
Subject to
provisions of the Incorporated Societies Act 1908, these Rules
may be amended, rescinded or added to from time to time at any
General Meeting of the Association carried by a majority of at
least two-thirds of the total votes cast including any proxy
votes.
(b)
Notice of such
resolution will be circulated to members not less than 21 clear
days prior to the meeting at which the resolution will be
considered.
18.
Common Seal
(a)
The Association
is to have a common seal, which shall be kept in the custody of
the Administrator and is not to be used except in accordance
with a resolution of the Board.
(b)
Any document to
which the common seal is affixed shall be signed by two
Directors or the Administrator and one Director in the presence
of each other.
19.
Finances
19.1
Audited Accounts
(a)
As soon as
practicable after the end of the financial year the
Administrator will cause to be prepared a statement containing
particulars of:
(i)
The income and
expenditure for the financial year ended.
(ii)
The assets and
liabilities, mortgages, charges and securities affecting the
property of the Association at the close of the year.
(b)
All such
statements shall be examined by the Auditor who will present a
report upon such audit to the administrator for presentation at
the Annual General Meeting next following the financial year in
respect of which such audit was made.
19.2
Financial Year
The financial year of the
Association will end on the last day of September each year.
19.3
Authorities
All approved amounts of
expenditure will be paid by cheque or automatic banking system
subject to being signed or approved by any two of the
Administrator and either the Chairperson or a Director.
20.
Payment to
Members
No member of the Association or
any person associated with a member will participate in or
materially influence any decision made by the Association in
respect of the 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 the open market.
21. Winding Up
If upon the winding up or dissolution of the
Association there remains after the satisfaction of all debts
and liabilities any property whatsoever, the surplus shall be
transferred proportionally to members Clubs or transferred to
any replacement District Association that continues to
administer golf in the existing Aorangi South Canterbury Golf
territory.
22. Transitional
Provisions
22.1
These rules are
to be read subject to the Transitional Provisions. The
transitional provisions take precedence where there is any
inconsistency between these provisions and the rest of the
Rules.
22.2
The existing life
members of the Aorangi Golf Association Incorporated and South
Canterbury Women’s Golf Incorporated shall be deemed to be
validly appointed as Life Members under this Constitution
22.3
South Canterbury
Women’s Golf shall, prior to winding up, put forward the names
of its nominees for four Directors positions, and they shall be
deemed to have been elected as female Elected Directors. These
individuals’ term of office as a director shall expire at the
2008 Annual General Meeting.
22.4
Aorangi Golf
shall, prior to adopting this Constitution, put forward the
names of its nominees for four Directors positions, and they
shall be deemed to have been elected as male Elected Directors.
These individuals’ term of office as a director shall expire at
the 2008 Annual General Meeting.
22.5
The Chairperson
of the Board will be decided by the eight directors at their
first meeting.
22.6
At the 2008
Annual General Meeting there shall be an election to determine
the elected Directors. The election shall follow the procedures
set out in Rule 9 of this constitution.
22.7
In order to
ensure rotational directorships are put in place, the two
highest polling male directors (from the 2008 Annual General
Meeting) and the two highest polling female directors (from the
2008 Annual General Meeting) shall serve a two (2) year term,
with such directors retiring at the 2010 Annual General
Meeting. The three other elected directors shall retire at the
2009 Annual General Meeting.
22.8
The election and
appointment of subsequent Directors shall then proceed in
accordance with the procedure set out in Rule 8 and 9 of this
constitution, with the balance of the Directors coming up for
election at the 2010 Annual General Meeting.
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