Constitution and Rules

Constitution and Rules of the Canterbury Pilgrims & Early Settlers Association Inc

The Constitution and Rules of the Association are as follows:

1 NAME

The name of the Association shall be “The Canterbury Pilgrims & Early Settlers Association Inc.”, in this Deed called the “Association”. The Official Badge of the Association shall be of such form as shall be decided upon by any general or special meeting of the Association.

2 PURPOSE

The object and the aims of The Association shall be:

2.1 To promote friendship among the Descendants of the Early Settlers of the Canterbury Province and others by Social Activities.
2.2 To inspire and perpetuate a Feeling of Respect and Admiration for the Pioneers of Canterbury and Foster their Spirit.
2.3 To hold Regular Meetings of an interesting nature, and promote Literary and Historic matters dealing with Pioneer Adventure and Endeavour in Canterbury.
2.4 To collect and preserve Books, Manuscripts and Records of Historic Interest. Such donations and gifts to be held in Trust by the Association in a secure and safe environment to ensure their survival and security for future generations. Any other organisation outside the Association that has been loaned any such donation or gift, shall sign a Memorandum of Acknowledgement of the same.
2.5 To encourage the investigation of the Historical Topography of Canterbury with the Identification and Marking of Places of Historical
2.6 Generally to encourage all attempts to engender and spread knowledge of the History of Canterbury, New Zealand.
2.7 Engage all Voluntary or Paid personnel as deemed necessary by the Association.

3 ACTIVITIES LIMITED TO NEW ZEALAND

The Activities of the Association will be limited to New Zealand.

4 OFFICE

The office of the Association will be P O Box 211, Rangiora, North Canterbury 8254, or in any such place that the Board of Trustees [hereafter known as the Board] may from time to time determine.

5 MEMBERSHIP
The membership of the Association shall comprise ‘Members’, ‘Associate Members’, and ‘Life Members‘.

5.1 Members
Any person desirous of becoming a Member of the Association may apply or be Nominated by a Member and thereafter be elected by the Board. To qualify as a Member the applicant must meet the following criteria:—
5.2 Be a Descendant, whose Ancestors lived in the Canterbury Region, New Zealand, prior to the Abolition of the Canterbury Provincial Council, that is, on or prior to the Thirty First day of October, 1876.
Associate Members
5.3 The Board may elect any person as an Associate Member who, by reason of his/her Special Qualifications, or association, or for any other good cause as decided by the Board, is, in their opinion, a suitable person to be elected.
5.4 Associate Members shall be Liable to pay the annual subscription as set and shall be entitled to vote at any election or meeting of the Association.
5.5 Is the Husband, Wife or Partner of any Member qualified under 5.2. Life Members
5.6 Any person who has rendered distinguished service to the Association may be elected as an Honorary Life Member to the Association by a unanimous vote of the Board
5.7 There will be no more than Five Life Members at any one time after the natural attrition of present Life Members.
5.8 Life Members shall be entitled to all membership privileges without being liable to further subscriptions, however, donations would be gratefully accepted.
5.9 Any Life Membership that is granted to a Member ceases on the Death of the said Member.

6 RESIGNATION

Any person wishing to resign from Membership of the Association shall give written and dated notice of same to the Secretary. There will be no refund of any Subscription that may have been paid and any resignation shall take effect as from the date of the written notice.

7 EXPULSION

7.1 Any Member, who in the opinion of the Board, after a formal Notice of Motion has been passed, “That by their actions, they are not a desirable Member of the Association” will be suspended, pending expulsion. A letter outlining the reasons for the suspension must advise the Member concerned of this. The Member concerned has the right to challenge this suspension in writing and within One Month of receiving such Notice.
7.2 If any Appeal is lodged, within the time flame, a Special Meeting will be called of the Board to consider any such Appeal. The Member under suspension shall be allowed to present any evidence in person, or witnesses, in support against the suspension. The Member and any witnesses then leave the meeting.
7.3 If the Board decide, alter considering all the evidence before it, that the suspension is warranted, then a Motion to formally expel the Member is put to the Vote and the result conveyed to the Member by mail.

8 SUBSCRIPTIONS

8.1 The Annual subscription to the Association for each Member and Associate Member shall be an amount as recommended by the Board to the members at the AGM and decided by Vote. If the Board wish to review this amount, outside of the AGM, they must call a Special Meeting of all Members to obtain approval for such actions.
8.2 The amount set is payable for the period from the first day of April to the thirty first day of March of the following year and becomes due and payable in advance on the first day of April each Year until the last day in May of that Year.
8.3 Any member who does not pay their Subscription by the end of May in any one Year may be removed from the Association Membership. The Member concerned has the Right of Appeal to the next AGM.
8.4 If a Member is elected to the Association within the last Three Months of the Year, a Joining Fee is payable.

9 MANAGEMENT COMMITTEE: THE BOARD OF TRUSTEES

9.1 The Board of Trustees will comprise of no less than six [6] Trustees and no more than eleven [11] Trustees.
9.2 The Officers of the Association shall consist of: a Patron, the Immediate Past President, a President, a Vice President, Secretary, Treasurer, and no more than six other Board Members. The Patron shall be Ex-Officio. All Officers may hold other Management Positions within the Board, ie. Vice President and Treasurer.
9.3 All of the above, with the exception of the immediate Past President, shall be elected or re-elected at the AGM of the Association, to be held no later than March 31 each Year by vote of all Financial members present.
9.4 Nominations for the Management Committee shall be in the hands of the Secretary in writing no later than January 31 each Year.
9.5 If the Nominations received are lower than what is required to fill all positions on the Management Committee, nominations may be received from the floor at the AGM by Financial Members only.
9.6 The Management Committee will have the power to fill any vacancy on the Board outside the AGM if insufficient nominations are received at the AGM. But if the number is reduced below the minimum stated in this Deed, the continuing Trustees may act for the purpose of increasing the number of Trustees to the minimum, but for no other purpose. The Management Committee may also have the power to fix any Remuneration if necessary, but any proposed recipient of such remuneration may not take part in any such discussion or voting on same.
9.7 The Management Committee may, by a Motion decided by two thirds [2/3rds] majority of votes, terminate a person’s position as a Trustee and member of the Management Committee, if it believes such action is in the best interest of the Association.
9.8 The Name of the Management Committee shall be “The Board of Trustees of the Canterbury Pilgrims & Early Settlers Association lnc”.

10 MEETINGS OF THE BOARD

10.1 The procedure for Board Meetings shall be as follows:
10.2 A Quorum will be at least half its Members.
10.3 If a Trustee [including an office bearer] does not attend three [3] consecutive meetings of the Board without leave of absence that member may, at the discretion of the Board, be removed as a Trustee and/or from any office of the Trust which she or he holds.
10.4 All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by majority vote by a show of hands, unless any member calls for a secret ballot. This request for a ballot cannot be refused. If voting is tied, the Chairperson will have the Casting Vote.
The President of the association shall chair each meeting. In the absence of the President, order of succession shall apply, ie Vice President. If this does not apply the Board will elect a person to chair the meeting from among the Trustees present.
10.5 The Board will meet Monthly. Meetings may be held in person or by any other means of communicating as decided by the Board from time to time. The Secretary will ensure that all members of the Board are notified of the meeting either verbally or in writing.
10.6 The Secretary shall ensure that a Minute Book is maintained, which is available to any member of .he Association and which, for each meeting of the Board, records: The names of those present; All decisions which are required by this Deed or by law to be made by this Board of Trustees, and; Any other matters discussed at the meeting.
10.7 The President or any three Trustees who, in their opinion, for the continued welfare of the Association, may through the Secretary, call for a special meeting of the Board for the consideration of urgent business.

11 MEETINGS WITH OTHER MEMBERS

11.1 The Annual General Meeting of the Association shall be held no later than the 31st day of March each Year, at such time and place as shall be fixed by the Board. All Financial Members will be advised of this by written notice, which will specify the business to be transacted at such meeting. This notice will be placed in a daily newspaper that is published within Christchurch at least seven days prior to the date fixed for the meeting.
11.2 At such Meeting, the Board, through the President, shall give an Annual Report, present audited Financial Accounts for the year past, conduct the Elections for the ensuing Twelve Months and any other business that comes before it. An Accountant and Auditor shall be appointed at this meeting.
11.3 Voting at Meetings All Motions shall be decided by a show of hands provided a quorum is present. A quorum will be of at least Twelve [12] Members in addition to Board Members. Two Scrutineers appointed for this purpose shall count such votes. If any more than three Financial Members demand a Written ballot, this shall be taken. If this results in a tied vote the Chairperson shall have the Casting Vote.
11.4 Special Meeting A Special Meeting of the Association may be convened by order of the President or Board, or upon written requisition of not less than ten [10] Financial Members of the Association. Such request shall state the business for such meeting and shall be actioned by the President within fourteen [14] days of receipt.
11.5 The Board shall ensure a Financial Member represents the Association on the Canterbury Museum Trust Board at all times as per the Canterbury Museum Trust Board Act 1993.
11.6 Any Other Meetings Apart from Social Meetings, no business shall be transacted at any meeting unless at least twelve [12] Financial Members, apart from the Board are present.

12 FINANCIAL ARRANGEMENTS

12.1 The Financial Year shall be commencing January 1st and ending December 31st each Year.
12.2 A Bank Account shall be kept in the name of the Association at such Bank as from time to time the Board determines. All payments from this account shall be by Cheque and shall be signed by any three of four Board Members as decided at the Annual General Meeting of the Association. These are normally the President, Secretary, Treasurer and one other Board Member.
12.3 At the first meeting of the Board, in each Financial Year, the Board will decide by Resolution the following: a) How money will be received by the Association; b) Who will be entitled to produce receipts; c) What bank accounts will operate for the ensuing year, including the purpose of and access to accounts; d) Who will be allowed to authorise the production of cheques, the names of cheque signatories; and e) the Policy concerning the investment of monies held by the Association, including which investments will be permitted.
12.4 The Treasurer will ensure that true and fair accounts are kept of all money received and expended by the Association.
12.5 The Board will, as soon as practicable alter the end of the Financial Year of the Association arrange for the Accounts of the Association for that Financial Year to be audited by an Accountant appointed for that purpose. The Audited Accounts to be available to the public.

13 POWERS

13.1 In addition to the Powers provided by the General Law of New Zealand or contained in the Trustees Act 1956, the Powers which the Board may exercise in order to carry out its charitable purposes are as follows.
13.2 To use the funds of the Association as the Board thinks necessary or expedient in payment of the costs and expenses of the Association, including the employment and dismissal of professional advisors, agents, officers and staff, according to the principles of good employment and the Employment Contracts Act 1991 or any subsequent enactment. See 2.8
13.3 To purchase, take on, lease or in exchange, hire or accept material donations or otherwise, acquire any real or personal property and any rights or privileges which the Board think necessary or expedient in order to attain the purpose of the Association and to loan, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges. See 2.5.
13.4 To invest surplus funds in any way permitted by law, under The Incorporated Societies Act 1908 and any regulation made thereunder, for the investment of funds from the Association.

14 INCOME, BENEFIT OR ADVANTAGE TO BE APPLIED TO CHARITABLE PURPOSES

14.1 Any income, benefit or advantage will be applied to the Charitable Purpose of the Association
14.2 No Trustee or Member of the Association or any other person associated with a Trustee shall be paid any income unless it be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).
14.3 The provision and effect of this Clause shall not be removed from this Trust Deed and shall be implied into any document replacing this Trust Deed.

15 POWER TO DELEGATE

15.1 The Board may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any such person. The committee or person may without confirmation by the Board exercise or perform the delegated powers or duties in the same way and with the same effect as the Board could itself have done.
15.2 Any committee or person, to whom the Board has delegated powers and duties, will be bound by any terms or conditions of the delegation set by the Board.
15.3 The Board will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Board.
15.4 It will not be necessary for any such person who is appointed to be a member of any such committee or to whom such delegation is made, to be a Trustee.

16 COMMON SEAL

16.1 The Common Seal of the Association shall be kept in the custody and control of the Secretary, or such other officer appointed by the Board.
16.2 When required, the Common Seal will be affixed to any document following a resolution by the Board and will be signed by the Chairperson [or a Trustee acting as the Chair] and one other person appointed by the Board.

17 ALTERATION OF RULES

17.1 The Trustees may, by consensus or pursuant to a Motion decided by two-thirds [2/3rds] majority of votes by Financial Members at a Special or Annual General Meeting, by supplemental Deed, make alterations or additions to the terms and provisions of this Trust Deed provided that no such alteration or additions will:
17.2 Detract from the exclusively Charitable Nature of the Association, or result in the distribution of its assets on winding up or dissolution for any purpose that is not charitable; or
17.3 Be made to the Purpose Clause [2[, the Activities Limited to New Zealand Clause [3], the Pecuniary Interest Clause [14] or the Disposition of Surplus Clause [20] unless it is first approved in writing by the Department of Inland Revenue.

18 MEDIATION & ARBITRATION
Any dispute arising out of or relating to this Trust Deed may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between both Parties. The Parties will agree on a suitable person to act as a mediator or will ask the Arbitrators and Mediators Institute of New Zealand Inc. to appoint a mediator.

19 TRUSTEES LIABILITY

19.1 The Trustees are chargeable respectively only in respect of the money and securities they actually receive, or which, but for their own acts, omissions, neglects, or defaults they would have received, not withstanding their signing and receipt for the sake of conformity and:
19.2 They are each answerable and responsible respectively only for their own acts, receipts, omissions, neglects and defaults and not for those of each other, or of any other banker, broker or other person with whom, or into whose hands any Association money or security is properly deposited or has come.
19.3 No Trustee shall be liable personally for the maintenance, repair, or insurance of any charges on any such property.
19.4 No Trustee hereof shall be liable for any loss arising from any cause whatsoever including a breach of the duties imposed by Section 13B and/or Section 13C of the Trustees Act 1956 [as enacted by the Trustees Amendment Act 1988], or any statutory replacement or equivalent UNLESS such loss is attributable to: i) his or her dishonesty, or ii) is a wilful commission by him or her of an act known by them to be a breach of trust.
19.5 No Trustee will be bound to take proceedings against a co-Trustee for any Breach of Trust committed by that co-Trustee.
19.6 No Trustee shall be liable for any loss suffered by the Association by reason of the Trustee retaining any assets forming part of the Association Trust Funds.

20 DISPOSITION OF SURPLUS ASSETS, WINDING UP

20.1 The Association may be wound up, if at a general meeting of the Board Members, it passes a resolution to wind up the Association, and that resolution is confirmed at a subsequent general meeting of Financial Members of the Association called for that purpose, and held not sooner that the 28th day and not later than the 42nd day after the date on which the resolution to be confirmed was passed.
20.2 On the winding up of the Association, or its dissolution by the Registrar, all surplus assets after the payment of costs, debt and liabilities will be given to other educational or charitable institutions within the Provincial District of Canterbury in such manner as the Financial Members of the Association shall decide. If the Members are unable to make such a decision, the remaining assets will be disposed of in accordance with the directions of the High Court pursuant to Section 27 of the Charitable Trust Act 1957 or any subsequent enactment.

IN WITNESS OF WHICH these alterations have been agreed to at a Special Meeting called on and passed by resolution by a majority of Financial Members present.

Canterbury Pilgrims and Early Settlers Association
Special Meeting
Sunday January 26, 2003
Manchester Unity Hall, Brake Street, Upper Riccarton.