UNDER THE INCORPORATED SOCIETIES ACT – 2022

THE RULES

of the

MT MAUNGANUI UNDERWATER CLUB INCORPORATED

As amended at the General Meeting, <date to be inserted>

  1. NAME

The name of the Society is “Mt Maunganui Underwater Club Incorporated”.

  1. OBJECTIVES
  1. To encourage, promote and develop the enjoyment of underwater sport and to provide an organisation and facilities for all its members.
  2. To set safe and efficient underwater diving standards and encourage their observance by all its members.
  3. To arrange underwater excursions and activities for the enjoyment of all its members.
  4. To affiliate with or exchange information and ideas with similar organisations.
  5. To do all such things incidental and conducive to the attainment of the above aims and objects, including maintaining the clubrooms in conjunction with other clubs.
  1. MEMBERSHIP

      3.1 The Club will have the following categories of members, subject to any membership cap as to total members set from time to time by the Mount Ocean Sports Club Incorporated, of which this Club is a Contributing Club.

  1. Dive Members, being current financial or life or perpetual members with current underwater diving qualifications. If the club decides to affiliate with a national body these members would be so affiliated. Dive Members would have voting rights as per Rule 8 and diving rights on club trips.
  2. Associate Members, being current financial or life or perpetual members without current underwater diving qualifications, but whose spouse/partner or child/parent is or was a current Dive Member. This category would include past club members who would have qualified as Dive Members of the club in the past. Associate Members would have the same voting rights as Dive Members but could not dive on club trips.
  3. Social Members, being financial members accepted into the club, for social reasons, such as the use of the clubrooms. Up to two Social Members can be elected to office in the club. These two members would be able to have speaking and voting rights at annual general meetings, special general meetings, committee and sub committee meetings.
  4. Honorary Life Membership – the title of “Honorary Life Member” may, at an Annual General Meeting be bestowed on a person who has made an outstanding contribution to the Mount Maunganui Underwater Club having been a member for ten years or more.
  5. An honorary Life Member shall have all the privileges of a financial member.
  6. A financial member may nominate a member for honorary life membership to the Committee in writing. With agreement for the nomination by the Committee. The nomination may then go to an Annual General Meeting with at least two thirds of members present at the Annual General Meeting to be in favour of the recommendation.

3.2 Becoming a member

(a). Every applicant for membership must consent to becoming a member by submitting the membership form and paying their subscription.

(b). The Committee may accept or decline an application for membership at its sole discretion. The Committee must advise the applicant of its decision.

(c). Details of every Member shall be retained in the Club’s electronic membership records.

  1. SUBSCRIPTIONS
  1. Every member shall pay an annual subscription of such amount as shall be fixed from time to time by resolution in special general or annual general meeting. That annual subscription shall be set according to Paragraph 8 of the Heads of Agreement dated 27 March 2006 between the Contributing Clubs of the Mount Ocean Sports Club Incorporated, thereby ensuring that the Contributing Clubs all have the same subscription levels.
  2. Subject to 4(a) above the Society may fix different subscriptions for each category of membership, including concessions for families, couples and juniors (under 16 years of age). They may waive subscriptions payable by members. The term “perpetual” applies to those members who have made a financial contribution deemed by the Society to be payment of their family or individual membership for life.
  3. The financial year of the Society shall run from 1st April to 31st March.
  4. Subscriptions are due and payable on the 1st of July.
  5. Members whose subscriptions are unpaid on the 1st October will lose their membership benefits until they pay their subscription. After a period of two years, unpaid subscriptions are labelled as archived.
  1. ANNUAL GENERAL MEETING

The Annual General Meeting shall be held in the month of May in every year upon a date and at a time and place to be fixed by the Committee for the following purposes:

  1. To receive and consider the report of the Committee for the past year, the Treasurer’s financial statement and any conflicts of interest.
  2. To elect a Patron and the officers of the Society for the ensuing year.
  3. To consider any other general business.
  1. SPECIAL GENERAL MEETING

The Secretary, or in their absence default or inability, any other member of the Committee, may at any time for any special purpose, call a special general meeting and they shall call such a meeting forthwith upon the requisition in writing of any seven Dive Members stating the purpose for which the meeting is required.

  1. NOTICE OF BUSINESS

Seven clear days before a special general meeting or fourteen clear days before the annual general meeting, a notice and in the case of a special general meeting of the business to be transacted shall be given to every member. No business other than that of which notice has been given shall be brought forward at a special general meeting.

  1. PROCEDURE OF GENERAL MEETINGS
  1. At all general meetings the President or in their absence one of the Vice-Presidents and in their absence any other duly elected Chairperson shall take the chair.
  2. Every voting member shall be entitled on every motion to one vote exercised in person and in the case of an equality of votes the Chairperson shall have a casting as well as a deliberative vote. Voting shall be by voices or by show of hands if called for by one person present or by secret ballot if demanded by not less than ten persons present. All motions shall be decided by a simple majority of members present in person.
  3. At all general meetings seven voting members shall constitute a quorum.
  4. No member whose subscription is two months or more in arrears shall participate in any of the deliberations of the Society or have power of nomination or voting rights or be eligible for election or be an officer of the Society or any Committee. On the 1st of July each year, notice to this effect shall be forwarded to such a member and if payment is not made the Committee may act in accordance with Clause 4(e). Such member shall continue to be liable for subscriptions due to the Society prior to their ceasing to be a member.
  1. APPOINTMENT OF OFFICERS
  1. At the first Annual General Meeting of the Society and at every Annual General Meeting held thereafter the Society shall elect for the ensuing year a Committee comprising the following who shall be the officers of the Society:
  1. President
  2. Vice-Presidents being not more than three in number. None shall be elected if the meeting so resolves.
  3. Secretary
  4. Treasurer
  5. Club Captain

6. The Committee shall appoint representatives to the Mount Ocean Sports Club directorate who shall be financial members of the society. One representative to have previously served for 1 full year on the Society committee. The second representative shall be a person who is a current member of the committee and has served at least 1 full year on the Society committee or has knowledge of the governance and financial management of commercial business.

7. A contact person(s) to the New Zealand Companies Office will be appointed by the committee after the AGM and noted in the minutes of the first General Meeting after the AGM. Should one not be appointed the role will fall to the President.

Committee Members, additional to the above officers, between five and ten in number as determined by that Annual General Meeting.

  1. Any one person may hold the offices of Secretary and Treasurer at one and the same time.
  2. The Society may also in general meeting elect such honorary officers and for such term as the Society shall think fit.
  1. MEETINGS OF COMMITTEE
  1. The President or in their absence duly elected Chairperson shall take the chair. At all meetings voting shall on all questions be by voice or if so called for by one member by show of hands. On all questions the Chairperson shall have a casting as well as a deliberative vote.
  2. The Committee shall have full power to co-opt any person who may by reason of their special qualifications be able to render assistance and advice to the Society and to invite any other organisations to nominate representatives for co-option to the Committee. Such co-opted persons may vote on any issues before the Committee with the consent of the Committee but not otherwise.
  3. The quorum for all Committee meetings shall be five.
  4. Meetings of the Committee shall be convened by the Secretary at such times and places as the Secretary or in their absence default or inability the President shall appoint. A Committee member who absents themself from three consecutive Committee meetings without prior apology may be expelled from the Committee. Meetings of the Committee shall be held monthly as per a schedule as set by the Committee annually.
  5. The Committee may appoint from members of the Society and co-opted person sub-committees to handle separately the various activities of the Society and may define the powers and authorities of each sub-committee which shall be answerable to the Committee in all matters. The Committee may remove any member of a sub-committee and may dissolve any sub-committees. Membership of sub-committees need not be restricted to Committee members.
  1. VACANCIES ON COMMITTEE

The Committee shall have power to appoint a member to fill any casual vacancy on the Committee or as an assistant to any Committee member until the next annual general meeting. Any member so appointed shall retire at the next annual general meeting together with the rest of the Committee any of the retiring Committee shall be eligible for re-election.

  1. DUTIES OF COMMITTEE

The duties of the Committee is to conduct the day to day management of the club, to notify members of intended meetings, prepare and submit to the annual general meeting a report, balance sheets and independently reviewed statement of accounts for the preceding financial year.

  1. THE COMMON SEAL
  1. The Common Seal of the Society shall be that adopted by the Committee and the Secretary shall be responsible for the safe custody and control thereof.

Whenever the Common Seal of the Society is required to be affixed to any deed, document, writing or other instrument the Seal shall be affixed under resolution of the Committee and with signatures by the Committee.

14. CONTROL AND USE OF FUNDS

    1. All monies received by or on behalf of the Society shall forthwith be paid to the credit of the Society in an account with any savings or trading bank from time to time to be fixed by the Committee and all transactions drawn on the account shall be signed by two signatories Upon resolution of the Committee the Society may use electronic banking by the same as the signatories on the account.
    2. The Society may from time to time invest and reinvest in such securities and upon such terms as the Committee shall determine the whole or any part of its funds which shall not be required for the immediate business of the Society.
    3. The Society shall in addition to the other powers vested in it have a power to borrow or raise money from time to time by the issue of debentures, bonds, mortgages or any security founded or based on all or any of the property and/or rights of the Society or without any such security and upon such terms as to the priority and otherwise as the Society shall think fit but the powers of so borrowing or raising money shall not be exercised except pursuant to a resolution of the Society passed in general meeting.
    4. The Club must not operate for the purpose of, or with the effect of—
      1. distributing any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); or
      2. having capital that is divided into shares or stock held by its Members; or
      3.  holding property in which its members have a disposable interest (whether directly, or int the form of shares or stock in the capital of the Club or otherwise.
    1. e.  The Club will not be considered to operate for the financial gain of Members simply if the Club—
      1. is reimbursing a Member for reasonable expenses legitimately incurred on behalf of the Club or while pursuing the Club’s purposes, or
      2. is providing a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Club.
  1. Disputes

A dispute is a complaint, disagreement or conflict involving the Club and/or its Members in relation to any matter regarding membership or operation of the club

  1. A Member or an Officer may make a complaint by submitting to the Committee a notice in that—
    1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Club’s Constitution; and
    2. sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is for are against; and
    3. sets out any other information or allegations reasonably required by the Club.
    4. The information given under subclause ?.? must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
  2. All Members (including the Officers and the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Club’s activities.
  3. The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation or arbitration. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement
  4. The identity of a complainant or a person involved in a complaint process shall not be disclosed without written consent of that person beyond the members of the committee or those involved in the complaint.
  5. A Member or an Officer involved in a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
  6. The Club may take any of the following actions upon the conclusion of a complaint process:
    1. Take no further action.
    2. Terminate a membership as permitted under this constitution.
    3. Removal from being an Officer or a member as permitted under this constitution.
    4. Suspension of membership for a period determined by the club and where this occurs no refund of fees paid will be made.
    5. Impose a ban on a person from participating in club events, premises or affairs for a period determined by the club and where this occurs no refund of fees paid will be made.
    6. Censure any person subject to the complaint.
    7. Require the person subject to the complaint to make apology.
    8. Take any other action considered appropriate in the complaint.
  7. Expulsion
    1. Any member may be expelled by the Committee if they are deemed to conduct their affairs in contravention of any Clause or Sub Clause of the constitution of the Society.
    2. All expulsions of membership are at the discretion of the Executive members of the Committee (President, Vice President, Secretary, Treasurer and Club Captain). Any appeal to the decision of the Executive shall be to the full Committee by majority vote.

16. ALTERATIONS

  1. These Rules may be altered, added to, rescinded or otherwise amended by a resolution passed by a two-thirds majority of those present at a general meeting of which fourteen days written notice has been given. Every such notice shall set forth the purpose of the proposed alteration, addition, rescission, or amendment.
  2. Duplicate copies of such alteration, addition, rescission or amendment shall be delivered to the Registrar in accordance with the requirements of the Act.

17. MOSC REQUIREMENTS

A Member shall be obliged to comply with all obligations agreed with MOSC by the Club for the conduct of the affairs of MOSC and any rules, by laws or policies of MOSC shall be considered rules, by laws or Policies of the Club.

18. WINDING UP

If upon winding up voluntarily or upon dissolution of the society by the Registrar of Incorporated Societies any funds remaining after the satisfaction of all its debts and liabilities, the same shall be paid to a charitable organisation nominated by the then members of the Society.