Aorangi Constitution


The Incorporated Societies Act 1908

RULES OF AORANGI SKI CLUB INCORPORATED

incorporating changes approved at the General Meeting held on 26 October 2012

 

1.         NAME

            The name of the Club shall be “AORANGI SKI CLUB INCORPORATED”.

 

2.         OBJECTS    

            The objects of the Club shall be:

 

            (a)       To establish, maintain and conduct a Club primarily for the promotion, encouragement and conduct of amateur skiing and other amateur alpine sports generally.

            (b)       To construct or provide or contribute to the construction or provision of ski grounds and associated facilities and amenities.

            (c)        To establish, maintain and operate mountain lodges, huts and other premises for the provision of accommodation, meals, shelter, and other facilities and amenities in connection with the purposes of the Club.

            (d)       To purchase, sell, lease, hire, take on lease or hire, erect and otherwise acquire or grant in any right, privilege, licence, interest or estate in or over any real or personal property whatsoever.

            (e)       To borrow with or without security, or to raise and give security for moneys so raised in such manner as the Club shall think fit and in particular by the issue of or upon bonus debentures, promissory notes or other obligations or securities of the Club secured upon its assets or otherwise, or by mortgage or charge upon all or any part of the property of the Club and to guarantee any loans made for the benefit of the Club.

            (f)        To establish or promote or assist in establishing or promoting and to subscribe to or become a member of any other associated society or Club whose objects are similar, either wholly or in part to the objects of this Club or the promotion or establishment or membership of which may be beneficial to the Club, as the Club may from time to time determine.

            (g)       To conduct a clubroom or clubrooms.

            (h)       To make regulations and bylaws concerning the use of the Club’s property and facilities and such other matters as the Club shall determine.

            (i)         To publish books, bulletins, papers and other printed matter relating to skiing and other alpine sports and activities, or any other matter of interest to members.

            (j)         To preserve the history of the Club by way of publications, films, videos, photographs, records, tapes or any other media .

            (k)        To provide or assist in or otherwise encourage the training of skiing, mountain safety, ski patrols, alpine sports and alpine activities generally.

            (l)         To arrange or conduct, or otherwise encourage skiing, snowboarding and other alpine sports, and to contribute prizes, rewards and trophies therefore, and to assist in providing facilities for such sports.

            (m)      To contribute towards any charitable or other worthy cause as the Club may from time to time determine.

            (n)       To hold or promote, and to be concerned in the holding of lectures and displays, relating to skiing, snowboarding and other alpine sports and activities or any matter of interest to members, as well as social functions.

 

 

 

3.         REGISTERED OFFICE

            The Registered Office of the Club shall be at such a place as the Committee shall from time to time determine by resolution.

 

4.         COLOURS AND BADGE

            The Club colours shall be royal blue, sky blue and gold and the Club badge shall be in the form of a circle depicting in the centre Mount Cook and carrying the inscription “Aorangi Ski Club”.

 

5.         MEMBERSHIP

            The Club shall consist of:

            (a)       The Foundation Members of the Club as at the date of its incorporation.

            (b)       Such other persons as at the date of registration of these amendments to the Rules who have been duly elected to the membership of the Club.

            (c)        Such other persons as may from time to time be duly elected to membership of the Club in the manner provided by these Rules.

 

6.         CLASSES OF MEMBERSHIP

            The Classes of membership shall be:

            a.  Life members                              f. Junior members.

            b.  Senior members                         g. Child members

            c.  Honorary members                     h. Coaching members

            d.  Non-Active members                 i.  Associate members

            e.  Overseas members                    j.  Veteran members

 

7.         MEMBERSHIP DEFINITIONS

            (a)       Life Members           

                        Life members shall be those members who have rendered exceptional or singular service to the Club.  Life membership is to be regarded as the highest honour the Club can bestow and is to be reserved for truly outstanding cases.  A member elected as a life member shall be exempt from liability for the annual subscription and lodge accommodation fees and shall have all the rights and privileges of the Club membership.

            (b)       Senior Members

                        Senior members shall be those persons of the age of 18 years and over who have been elected to membership in accordance with these Rules.  Senior members shall have all the rights and privileges of the Club membership.  The annual subscription payable by senior members  shall be decided by the Club pursuant to rule 11 hereof.

            (c)        Honorary Members 

                        The Committee may elect as honorary members such persons as in the opinion of the Committee are likely to assist or display interest in the Club’s activities.  A member elected as an Honorary member shall be exempt from liability for the entrance fee and annual subscription.  The Committee may, at its discretion, elect any person to be an Honorary member for a period not exceeding twelve months.  Honorary members shall not be entitled to vote at any meeting of the Club, or to be elected to the Committee, but shall otherwise have such rights and privileges of Club membership as the Committee shall from time to time determine.

 

            (d)       Non-Active Members          

                        Non-Active members shall be those senior members who have notified the committee in writing of their wish to be so classified.  The annual subscription payable by Non-Active members shall be decided by the Club pursuant to Rule 11 hereof.  A member classified as Non-Active shall be entitled to regain Senior membership in the next financial year upon notification in writing to the Committee.  The Committee may at its discretion readmit Non-Active members to Senior membership before commencement of the next membership year and a further subscription equal to the difference between the Senior and Non-Active members’ annual subscriptions must accompany such application.  Non-Active members shall have voting rights and shall enjoy such lodge booking rights and shall pay such lodge accommodation fees as may from time to time be decided upon by the Committee but shall otherwise have all the rights and privileges of a Senior member.

            (e)       Overseas Members

                        Overseas members shall be those members whose membership has been suspended whilst they are absent from New Zealand.  Any member who leaves New Zealand may apply in writing for Overseas membership, the period not to exceed two years from the date to which membership is currently paid.  During this two year period, a member so classified shall be exempt from liability for the annual subscription.  On return to New Zealand within the two year period, the member must apply in writing for reinstatement to the class of membership applicable prior to being granted Overseas membership and the appropriate full year’s annual subscription must accompany such application.  If no such membership application is received at expiry of the 2 year period membership shall revert automatically to the membership category previously held.  Overseas members shall have such rights and privileges of Club membership as the Committee shall from time to time determine.

            (f)         Junior Members

                        Junior members shall be those members between the ages of 11 and 22 years inclusive and who have been elected to this class of membership in accordance with these Rules.  The annual subscription payable by Junior members shall be decided by the Club pursuant to rule 11 hereof.  Junior members shall have the rights and privileges of Senior members provided that they shall not be entitled to vote at any meeting of the Club.  Upon attaining the age of 18 years a Junior member may become a Senior member from the first day of the next subscription year provided he or she, since attaining the age of 14 years, has attended the requisite number of official working parties.

            (g)       Child Members

                        Child members shall be those members up to and including the age of ten years who have been elected to this class of membership in accordance with these Rules.  The annual subscription payable by Child members shall be decided by the Club pursuant to Rule 11.  Upon attaining the age of 11 years, a Child member shall become a Junior member.  Child members shall not be entitled to vote at any meeting of the Club, but shall otherwise have such rights and privileges of Club membership as the Committee shall from time to time determine.

            (h)       Coaching Members

                        Coaching members shall be those members whom the Committee shall from year to year appoint.  Coaching members shall not be entitled to vote at any meeting of the Club and shall enjoy such lodge booking rights and pay such lodge fees as the Committee shall from time to time determine but shall otherwise have all the rights and privileges of Senior members.  Coaching members shall not be liable to pay an entrance fee or subscription and shall undertake the coaching of Club members upon such terms and conditions as the Committee shall determine.  Coaching members shall remain members until the close of the Annual General Meeting for the year in which the Coaching members are appointed.  Coaching members shall be eligible for re-appointment from year to year.

            (i)         Associate Members

                        Associate members shall be those persons whose applications for membership have been lodged with and accepted by the Committee in accordance with these Rules, pending the availability of a vacancy imposed by the membership limitation, in the appropriate membership class in the Club.  The annual subscription payable by Associate members shall be decided by the Club pursuant to Rule 11 hereof.  Associate members shall not be entitled to vote at any meeting of the Club and shall enjoy such lodge booking rights as may from time to time be decided upon by the Committee and shall pay members’ lodge fees and be entitled to participate in all Club activities and social events, and to represent the Club in ski racing and to compete for and be awarded Club trophies, but shall otherwise have only such rights as the Committee shall from time to time determine.

            (j)         Veteran Members   

                        Veteran members shall be those Senior members, Overseas or Non-Active members who have been Senior members, Overseas or Non-Active members for a total period of 35 years.  Veteran members shall have all the rights and privileges of the Club.  The annual subscription of a Veteran member shall be 25% of the subscription rate payable by Senior members and Veteran members will be liable for any levies in accordance with Rule 11(b).

            (k)        Suspended Membership

                        Any Junior member with an active membership of not less than 5 years and who has ceased their membership shall be classified as a suspended member for an indefinite period.  On written application to the Committee and at the Committee’s approval they may be then readmitted to full membership on completion of the requisite number of work parties and on the payment of the annual subscription for Senior membership.

 

8.         MEMBERSHIP LIMITATION

            All classes of membership shall be limited to such total number or numbers of members as may be decided upon from time to time by a resolution of the Committee provided, however, that in accordance with these Rules; a Child member who attains the age of 11 years shall be entitled to become a Junior member; and a Junior member who attains the age of 18 years shall be entitled to become a Senior member; notwithstanding that any limitation of membership may thereby be exceeded.

 

9.         NOMINATIONS TO MEMBERSHIP

            (a)       The entrance fee and the subscription for the current year shall become payable upon the applicant being elected to membership.

            (b)       Nominations for Senior, Junior, Child or Associate membership shall be proposed in writing from two financial Senior or Life members of the Club and the person so nominated shall be elected to membership subject to the provisions of these Rules by the vote of two-thirds of the Committee.

            (c)        Nominations must be signed by the nominee (or in the case of a Junior or Child nominee, the parent or guardian of that Junior or Child).

            (d)       No person 13 years and under shall be nominated for membership unless a parent or guardian of such person is a member of the Club.

            (e)       No person shall be nominated for Senior, Junior or Associate membership, if the person is 14 years and over, until such nominee has participated in such number of official working parties as may from time to time be determined by the Club.

            (f)        All candidates for membership shall be placed on the Associate member list, in order of receipt of application.

            (g)       Life members shall be nominated and seconded by six financial members of the Club and shall be elected by three-quarters of those members present and entitled to vote at a General Meeting of the Club.  All members of the Club are to be notified of such nomination not less than 14 days before the date of the meeting at which the election to Life membership of the nominee is to be held.

 

10.       RESIGNATION FROM MEMBERSHIP

            Any member may resign from membership of the Club by giving written notice thereof to the membership secretary before the end of any financial year but otherwise shall be liable for the year’s subscription.

 

11.       MEMBERSHIP FEES

            (a)       Entrance fees and subscriptions for all classes of membership shall be decided upon from time to time at an Annual or Special General Meeting.   All subscriptions shall be payable to the Club in advance on the first day of November in each year.

            (b)       In addition, the Committee may at its discretion recover from members affiliation levies charged to the Club and recover a levy, decided upon from time to time by the Committee for the purpose of providing funds for the improvement of members’ skiing, snowboarding and alpine skills, but nothing in this Rule shall prohibit an Annual or Special General Meeting from deciding upon additional levies from time to time.  Such levies will be paid by members, together with their subscriptions.

 

12.       SUBSCRIPTION ARREARS

            A member whose subscription is in arrears for the space of four months, shall be notified in writing by the membership secretary, such notification to be forwarded to the address held on the Club books and, in the event of non-payment within one month of such notification, shall cease to be a member, but shall remain liable for arrears.  The Committee may, at its discretion, readmit to membership any such member on payment of all arrears, without payment of any further entrance fee.

 

13.       SUSPENSION FROM MEMBERSHIP

            If any member shall infringe any Rule of the Club or if the conduct of any member appears to the Committee to endanger or be likely to endanger the good order, reputation or welfare of the Club, the Committee may suspend such member from membership of the Club. If any member of the Club shall consider themselves aggrieved by the action of the Committee under the provisions of the Rule, they shall have a right of appeal in person to a special meeting of the Committee called for that purpose, and if a two-thirds majority of the members of the Committee present at such meeting shall resolve to uphold the suspension of the member from membership then the suspension shall stand. This suspension becomes complete expulsion at the end of two months unless an appeal in writing is made by at least twenty other members of the Club, in which case the next Annual General Meeting shall, after dealing with all other business, consider the case.  If a majority of members present at such meeting shall resolve that the membership of that member shall be retained then the decision of the Committee shall be annulled, subject to any conditions imposed by the resolution, and the member shall continue to be a member, but otherwise the decision of the Committee shall stand.

 

14.       OFFICERS AND COMMITTEE

            (a)       The Committee of the Club shall be financial members and shall consist of:  

(i)         A President 

                                    (ii)        Three VicePresidents 

                                    (iii)       A Club Captain 

                                    (iv)       A Vice Club Captain

                                    (v)        A Secretary

                                    (vi)       A Membership Secretary

                                    (vii)      A Treasurer

                                    (viii)     A Social Convener

                                    (ix)       Three Lodge Maintenance Officers

                                                (hereinafter severally termed “the Officers”)

                        and     (x)        Four other Senior members including possibly newsletter or bulletin editor, and marketing or business manager.

            (b)       (i)         By way of conferring its greatest honour the Club may at the Annual General Meeting elect a Patron for the forthcoming year.  The Patron may, but need not be, a member of the Club and the office shall be purely honorary.  Nominations may be made at the Annual General Meeting.

                        (ii)        The Club may, at the Annual General Meeting, elect a Vice Patron or Vice Patrons, for the forthcoming year.  Vice Patrons may, but need not be, a member of the Club and the office shall be purely honorary.  Nominations may be made at the Annual General Meeting.

 

15.       PAST PRESIDENTS

            The President of the Club, upon retiring from the office shall, ex officio, be a member of the Committee until succeeded by the next retiring President of the Club.

 

16.      MANAGEMENT OF THE CLUB

            The entire management of the Club and of its property shall be deputed to the Committee.  The Committee shall manage the affairs of the Club in accordance with these Rules and shall define the duties of the Officers who are subject to the control of the Committee. 

 

17.       ELECTION OF THE COMMITTEE

            The Committee shall be elected at the Annual General Meeting of the Club but shall have the power to appoint a member to fill a casual or inadvertent vacancy.  Members of the Committee shall retire annually but shall be eligible for re-election.

 

18.       NOMINATIONS FOR COMMITTEE

            Nominations for the Committee shall be made in writing and be delivered to the Secretary, by post email or other means, prior to the Annual General Meeting.  Notwithstanding this provision, the Club shall have power to accept oral nominations for the Committee at the Annual General Meeting.  All voting shall be by way of ballot and the person or persons receiving a majority of votes shall be duly elected.

 

19.       POWERS OF THE COMMITTEE

            In furtherance and not in limitation of and without prejudice to the general powers of the Committee conferred either expressly or implied by these rules or otherwise howsoever, it is expressly declared that the Committee shall have and may exercise and perform the following powers and duties:

            (a)       employ and dismiss salaried officers and servants;

            (b)       carry out all contracts entered into by the Club in respect of any real property which the Club shall decide to acquire upon such terms and conditions as the Committee shall think fit and to give and execute mortgages under the Seal of the Club over land purchased to secure moneys borrowed or the balance of purchase moneys and to sell any land which the Club shall decide to sell.

            (c)        to purchase, lease, take and exchange or otherwise acquire personal property of any kind whatsoever, and to sell, leave, let out on hire, or otherwise dispose of any personal property of the Club upon such terms and conditions as the Committee in its discretion shall judge expedient.

            (d)       to erect, construct, prepare and maintain such buildings, chattels, and works as it considers necessary and to enter into contracts in respect thereof.

            (e)       to borrow or raise or secure the payment of money in such manner as the Committee shall think fit and in particular by mortgages, sub-mortgages, charges, bonds, mortgage debentures or debentures perpetual or otherwise with or without security or charged upon all or any of the Club’s property (both present and future) or by bills of exchange, promissory notes or securities or to give guarantees for loans made for the benefit of the Club.

            (f)        to enter into contracts with such person or organisations as the Committee sees fit, and upon such terms and conditions as the Committee considers appropriate, for the purposes of advancing the objects of the Club and/or managing its activities.

            (g)       to pay all the accounts and debts of the Club.

            (h)       To pay all moneys received for and on behalf of the Club to such bank or banks as the Committee may from time to time decide and to operate such accounts upon such signatures as the Committee shall from time to time decide.

            (i)         to delegate all or any of its powers or duties to sub-committees consisting of such members  of the Committee or of the Club as may be thought fit.

 

20.       FREQUENCY OF COMMITTEE MEETINGS

            The Committee shall meet as often as the business of the Club may require.

 

21.       QUORUM

            At any meeting of the Committee six shall constitute a quorum.  The Committee may appoint one of its number to be Chairman.  The Chairman shall have both a deliberative and a casting vote.

 

22.       DATE OF ANNUAL GENERAL MEETING

            The Committee shall determine the date of the Annual General Meeting provided that it shall not be later than the last day of October in each year.

 

23.       EXTRAORDINARY GENERAL MEETING

            The Committee may at any time and shall within one calendar month of the requisition in writing of at least 20 members of the Club (which requisition shall set forth the business proposed to be transacted at such meeting) convene an extraordinary general meeting for any specific purpose or purposes.  Not less than 10 days notice of such extraordinary general meeting shall be given by post and/or email to each member entitled to vote thereat.

 

24.       NOTICE OF ANNUAL GENERAL MEETING

            The Secretary shall at least eight weeks before any Annual General Meeting send (in accordance with Rule 34 hereof) to every member entitled to vote thereat a notice stating the date, time and place where the meeting is to be held and calling for nominations for the Committee of the Club and any notices of motion to be considered, such nominations and notices of motion to be circulated to all members not less than ten days before the meeting.

 

25.       NOTICES OF MOTION

            Notwithstanding anything to the contrary in these Rules, all notices of motion to be considered at the Annual General Meeting shall be in writing and shall be in the hands of the Secretary not later than:

            (a)       for amendments to the Constitution 35 days prior to the meeting;

            (b)       for all other matters, 21 days prior to the meeting.

 

26.       PROCEDURE AT GENERAL MEETING

            (a)       At all General Meetings, the Chair shall be taken by the President, or in the President’s absence, a Vice-President or if neither the President nor any Vice President is present, any other officer of the Committee.

            (b)       Every Senior, Life and Non-Active member present at the meeting shall have one vote and in the case of equality of votes, the Chairman shall have an additional or casting vote.

            (c)        Proxy votes - Any member may, in writing or by email, to be received by the Secretary not later than the day before the meeting, direct the votes they desire to be cast for them in respect of any election of any Officers (including the Committee) or on any notice of motion, and their votes shall be counted at the meeting accordingly.

            (d)       Quorum - The quorum required for motions proposing, amending, repealing or adding to the existing Rules shall be 25 and for all other business the Quorum shall be 20.

            (e)       Voting - At any meeting except for the election of Officers, voting shall be by voice and the declaration of the Chairman that a resolution has been carried by a particular majority or lost shall be conclusive unless a majority of members present at the meeting shall demand that a poll be taken.

 

27.       DONATIONS OR REWARD

            The Annual General Meeting may donate to any deserving object or person or body, including members of the Club, or may co-operate with other persons or bodies in so doing, such sums of money or other consideration as it may deem suitable for services rendered to the Club or for the furtherance of such object.

 

28.       AMENDMENTS TO RULES

            The Rules of the Club shall be neither repealed nor amended nor shall any new Rule be added, except at the Annual General Meeting or at a Special General Meeting called for that purpose.  Notices of motion to repeal, alter or add to any of the Rules of the Club shall be given in writing, together with the names of the proposer and seconder, to the Secretary of the Club at least 35 days before such meeting and the Secretary shall give notice thereof at least 10 days before the date of such meeting to each member entitled to vote thereat, but nothing in this rule shall prohibit the amendment by the General Meeting of any proposal which has been specified in the notice.

 

            No addition or amendment to the Objects of the Club, Pecuniary Gain, or the Winding-Up clauses shall be made without prior approval of Inland Revenue (or its statutory successor in the approval of amateur sports promoters). 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.

 

29.       DUTIES OF TREASURER

            The Treasurer shall collect and account for subscriptions and funds and disburse the moneys of the Club except that the Treasurer shall not pay any account exceeding $100 without the consent of the Committee.  The Treasurer shall pay all moneys, cheques and negotiable instruments received for and on behalf of the Club into such bank or banks as the Committee may direct in the name of the Club.  The Treasurer shall make up an annual statement of accounts and balance sheet which shall be audited or reviewed before presentation to the Annual General Meeting.

 

30.       FINANCIAL YEAR

            The financial year of the Club shall end on the 31st day of May each year, to which date the accounts shall be balanced and audited or reviewed.

 

31.       DUTIES OF THE SECRETARY

            The Secretary shall in person or by deputy attend every meeting of the Club and the Committee, keep full and correct minutes of the proceedings, issue notices of meeting when directed, conduct all correspondence, keep records of all activities of the Club, forward to the Registrar of Incorporated Societies such notices and returns (including the Annual Report and Financial Statement) as the Registrar shall from time to time require, and carry out all the usual functions of that office and other duties imposed by the Committee.

 

32.       DUTIES OF THE MEMBERSHIP SECRETARY

            The Membership Secretary shall keep a roll of members in which shall be recorded the name of every member, his/her address, date of joining and, where applicable, date of resignation or expulsion, and shall administer the Club membership in accordance with the Rules of this Constitution and the Registrar of Incorporated Societies.

 

            The Membership Secretary shall assist the Treasurer in collecting any annual subscriptions, levies or entrance fees.

 

33.       DUTIES OF MEMBERS

            Every member at the time of election shall inform the Membership Secretary in writing of their addresses, post and/or email, and shall from time to time inform him or her in writing of any alteration thereof, and all notices required to be given to any member shall be deemed to be duly given, delivered at or posted to their last known postal or email address.

 

34.       AUDITOR

            The accounts of the Club shall be reviewed by a chartered accountant who shall not be a member of the Committee and who shall be elected annually by a majority of the members present at the Annual General Meeting and entitled to vote.  A vacancy occurring in the office of Auditor during the year shall be filled by the Committee.

 

35.       WINDING UP

            The Club may be voluntarily wound up

            (a)       If the Club at an Annual General Meeting or Special General Meeting called for the purpose shall pass a resolution requiring the Club to be wound up; and

            (b)       If such resolution is confirmed by a subsequent Special General Meeting convened for the purpose and held not earlier than 30 days after the Annual General Meeting or Special General Meeting at which such resolution was passed.

 

            If upon the winding-up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed among the members of the Club but shall be given or transferred to some other organization or body having objects similar to the objects of the Club, or to some other charitable organization or purpose, within New Zealand.

           

            The choice of recipient organization may be by resolution of the Annual General General Meeting or Special General Meeting that passed the resolution for winding up. Failing such directions the Club’s executors shall determine the recipient organization.

                                   

            If the resolution requiring the Club to be wound up shall be confirmed in accordance with the sub-clause (b) above, notice of such voluntary winding up shall be given to the Registrar of Incorporated Societies by the Secretary and thereupon the Club shall be deemed to be dissolved.

 

36.       PECUNIARY GAIN

            No member of the Club shall receive or obtain any pecuniary gain from the property or operations of the Club except:

              (a)      That the Committee may at its discretion reimburse the expenses of members acting on its behalf or may at its discretion and by resolution purchase the professional services of a member

              (b)      Salaries or honoraria paid to the Secretary, Treasurer, Auditor or booking officer of the Club, or to any other member of the Club, who in the opinion of the Committee has contributed significantly to the management of the Club or its facilities.

             

              No member of the Club or any person associated with a member shall participate in or materially influence any decision made by the Club 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 paid shall be reasonable and relative to that which would be paid in an arms length transaction (being the open market value).

 

              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.

 

37.       COMMON SEAL

            The Club shall have a common seal which shall be kept in the custody of the Secretary and shall not be affixed to any document or instrument except in pursuance of a resolution of the Committee.  Such seal shall be affixed by the Secretary in the presence of two other members of the Committee and the Secretary and other members aforesaid shall sign such document or instrument.

 

38.       INTERPRETATION

            In these Rules, unless inconsistent with the context, words importing the singular number only include the plural and the masculine gender the feminine.  If any question shall arise as to the meaning or interpretation of any of the Rules herebefore contained or hereafter made, or of any matter affecting the Club, the decision of the Committee thereon shall be final.