SeniorNet Napier Incorporated

CONSTITUTION AND RULES

1. NAME.

The name of the society shall be SeniorNet Napier Incorporated ( hereafter called the Society ).

2. OBJECTIVES.

2.1 To enhance the feeling of self-worth amongst older adults through the use of personal computers.
2.2 To educate older adults in computer skills in an enjoyable way. 2.3 To give older adults the opportunity to learn skills that will enable them to contribute their knowledge and wisdom to society. 2.4 To offer a means for older adults to communicate and make new friends through online communication.
2.5 To conduct research on the use of technology by older adults. 2.6 To do all such things as may be deemed necessary for the attainment of the above objectives.

3. POWERS.

In furtherance of the above objectives the society may exercise all or any of the following powers:

3.1 to receive, hold and assign any copyright or copyright material or any unregistered design.
3.2 to purchase, erect, build, take or lease, or otherwise obtain the use or occupation of, and to manage, extend, improve, develop, alter, maintain and repair and to sell. let. lease, donate or otherwise dispose of real and personal property of any/every description.
3.3 to accept gifts whether by way of endowment or otherwise and whether by gift inter-vivos or by way of devise bequest given for the furtherance of the objects of the Society or any of them and to accept and to discharge trusts attached to the subject matter of any such gifts.
3.4 to borrow or raise or secure the payments of monies for the furtherance of the objects of the Society either with or without security.
3.5 to invest all or any monies held by the Society on the Society's behalf hereof in and upon investment authorised by law for the time being in force in New Zealand.
3.6 to institute, initiate, or take and to defend, compromise or abandon legal proceedings involving the property or affairs of the Society.
3.7 to adopt such means as the Executive Committee may from time to time determine for the purpose of raising money and for obtaining property for the furtherance of the objects of the Society and to accept contributions, collections, donations, legacies, devices, gifts, grants and subsidies. Any income, benefit or advantage to member's shall be reasonable and relative that which would be paid in arm's length transaction ( being the open market value).
3.8 to secure in such manner as the Executive Committee shall think fit the repayment of any monies borrowed or raised by the Society and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the property of the Society both present and future, and to give and execute in the prescribed manner mortgages, debentures and other instruments of security for such repayments and to pay off, redeem, or purchase any such securities.
3.9 to draw, make, accept, endorse, discount, execute and issue promissory notes, cheques, bills of exchange, warrants and other negotiable securities or transferable instruments.
3.10 to apply any income, benefit or advantage to the charitable purposes of the organisation. No member or person associated with a member of the organisation shall derive any income. benefit or advantage from the organisation where they can materially influence the payment of the income, benefit or advantage, except where that income, benefit or advantage is derived from:
(a) professional services to the organisation rendered in the course of business: or
(b) interest on money lent at no greater rate than current market rates. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
3.11 To do all things which arc deemed necessary, convenient, and/or incidental to the carrying out of any one or more of the objectives of the Society.

4. REGISTERED OFFICE.

The registered office of the Society shall be at such place as the Executive Committee from time to time determines, and shall be notified to the Registrar of Incorporated Societies.

5. THE SEAL.

The Executive Committee members shall have the custody of the Common Seal and the Executive Committee may from time to time by resolution change, alter or adopt any new such seal as they may deem proper. The Common Seal shall not be affixed to any document except pursuant to a resolution of the Executive Committee and shall be so affixed in the presence of two Executive Committee members (one being the President or Secretary) who shall sign every document so sealed.

6. MEMBERSHIP.

6.1 Membership of the Society shall be open to -
(a) any person who has reached the age of 55 years: and
(b) any younger person who through ill health or physical disability is semi retired and
(c) subject to approval by the Executive Committee, any person over 50 and not yet 55 years of age and;
(d) subject to approval by the Executive Committee, any corporate society or corporate organisation which supports the objects of the Society. Any person, corporate society or corporate organisation, shall become a member when -
(e) an application for membership has been submitted. such application being in such form as shall from time to time be approved by the Executive Committee: and
(f) payment is enclosed for the annual subscription as hereinafter provided.
6.2 Membership of the Society shall be terminated by:
(a) written resignation by a member communicated to the Secretary of the Society or
(b) non-payment of the subscription six (6) months after the due date or,
(c) a decision of the Executive Committee carried by a majority of not less than two-thirds of the members present at an Executive Committee meeting and voting for such reason as the Executive Committee may deem fit. provided that the member concerned has a right of appeal against the decision to a Special General Meeting of the Society called to consider the matter.

7. MANAGEMENT.

7.1 Management of the Society shall be vested in the Executive Committee, which shall consist of:
(a) President, Secretary and Treasurer (or Secretary/Treasurer):
(b) between four and eight committee members:
(c) The Executive Committee shall have the power from time to time to co-opt members to the committee.
7.2 The Executive Committee shall meet not less than once every two months, or at any time as may be required.
7.3 Each Executive Committee meeting of (the Society shall have a quorum of not less than Five (5) members.
7.4 Each member of the Executive Committee shall be entitled lo one vote and the President an additional casting vote if required.
7.5 Decision making shall be by consensus. Where this is not possible the method of voting at all meetings shall be by a show of hands unless at least 50% of members present demand a ballot, in which case the questions shall be decided by ballot

8. MANAGEMENT RESPONSIBILITIES.

8.1 President The President or her/his deputy shall:
(a) preside at all meetings of the Executive Committee and general meetings: and
(b) encourage enthusiasm and commitment: and
(c) prepare an Annual Report for the Annual General Meeting.
8.2 Secretary It shall be the duty of the Secretary to:
(a) Keep the minutes of all Executive Committee and general meetings and to conduct such correspondence as may be required by the Executive Committee and
(b) Keep a register of members: and
(c) Assist the President with the affairs of the Society.
8.3 Treasurer It shall be the duty of the Treasurer to:
(a) receive ad monies on behalf of the Society and to lodge all such monies to the credit of the Society at such bank as the Executive Committee shall decide from time to time: and
(b) keep account of financial transactions made by or on behalf of the Society and to prepare an annual statement of accounts, a balance sheet, and a budget for presentation to the executive Committee and the Annual General Meeting and prepare monthly financial statements and produce the bank statements at all meetings of the Executive Committee.

9. AUDITOR.

An auditor who shall not be a member of the Executive Committee shall be elected at the Annual General Meeting of the Society and shall audit the books and certify the accounts of the Society for presentation to the Executive Committee and the Annual General Meeting.

10. DELEGATION.

Subject to these rules and to any resolution of an Annual General Meeting or Special General Meeting the Executive Committee shall exercise all the powers and all the functions for which the Society is established and shall have the power to do all the things that are conducive to the attainment of one or all of the objects of the Society.

11. INTERPRETATION.

The Executive Committee is the sole authority for the interpretation of these rules and the decision of the Executive Committee upon any question of the interpretation of any matter affecting the Society and not provided for in these rules shall be final and binding on the members.

12. GENERAL MEETINGS.

12.1 Annual General Meeting. The Annual General Meeting of the Society shall be held each year on a date, time and place to be fixed by the Executive Committee, but not later than 30 September for the following purposes:
(a) to receive the Society's Annual Report and audited accounts for the preceding year; and
(b) to elect Officers and Executive Committee members (as specified in 7.1 above) for the ensuing year, and
(c) to elect an Auditor for the ensuing year; and
(d) to consider any resolutions which may have been submitted to the Executive Committee for consideration. Nominations for the Officers, Executive Committee members, and the Auditor may be by prior written nomination or by verbal nomination from the floor. An election shall be held (with voting as 12.6 below) if more than the required number of nominations for any position are received.
12.2 Special General Meetings. The Executive Committee may at any time call a Special General Meeting of the Society and it shall do so forthwith upon the request in writing of any five members, staling the purpose for which the meeting is required. Notice of such meetings shall be given to the members in writing at least ten days before the date of such meeting.
12.3 Ordinary General Meetings of the Society shall be held at such time and place as may be determined by the Executive Committee. The business to be discussed shall be determined by the Executive Committee.
12.4 Notice of General Meetings. Members shall be given not less than ten (10) days notice in writing or by publication in a newspaper circulating in the Napier region of any general meeting.
12.5 Quorum for General Meetings. Ten (10) members being present and financial shall constitute a quorum at any general meeting of the Society.
12.6 Voting at General Meetings All current Financial members shall be entitled to vote at any general meeting on all matters under discussion, and the President shall have a casting vote in addition to the deliberative vote. Voting shall be by voice unless otherwise requested in which case the meeting shall decide whether voting shall be by show of hands or secret ballot

13. SUBSCRIPTIONS.

THE annual subscription and types of subscription shall be from time to time recommended by the Executive Committee for approval by members at a Special General Meeting or at the Annual General Meeting.

14. FINANCIAL YEAR.

The Financial year of the Society shall be from 1st July to the following 30 June for each year.

15. BANK ACCOUNT.

Any bank account or accounts as may be set up from time to time by the Executive Committee of the Society shall be operated on the signature of the Treasurer and one of two other signatories appointed for that purpose by the Executive Committee and any one of the signatories may endorse cheques or negotiable instruments on behalf of the Society.

16. ALTERATION TO RULES.

These rules may be altered, added to or amended by resolution of any Annual General Meeting or any Special General Meeting of the Society PROVIDED THAT no such resolution shall be deemed to have been passed unless notice thereof was given in accordance with clause 12.4 hereof and the resolution was thereafter carried by a majority of not less than two-thirds of the members voting thereat and PROVIDED THAT no addition to or alteration of clauses 3.10 and 17 shall be approved without the consent of the Inland Revenue Department. Furthermore no addition to or alteration or rescission of the rules shall be approved if it affects the charitable objects, the personal benefit clause or the winding up clause.

17. WINDING UP.

17.1 The Society may be wound up in accordance with Section 24 of the Incorporated Societies Act 1908, namely by a resolution of a majority of the members at a general meeting and provided that such resolution is confirmed at a subsequent general meeting called for the purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.
17.2 On dissolution of the Society the property thereof shall be disposed of in such a manner for an organisation within New Zealand having similar charitable objects as may be decided by resolution of the members provided that no member is able to receive any pecuniary gain from surplus assets or financial holdings when winding up.