Constitution

• Constitution of The Whitianga Residents’ and Ratepayers’ Association Incorporated.

1. Name: The society’s name is The Whitianga Residents’ and Ratepayers’ Association Incorporated (WRRA, Association).

2. Registered Office: The Association’s registered office shall be located at the address of the validly elected Secretary for the Association or at such place as determined by the Executive Committee.

3. Purpose (Objectives): The purpose for which the Association is established is to:

3.1 Operate and be known as The Whitianga Residents’ and Ratepayers’ Association.

3.2 Advocate for the interest of all residents and ratepayers in the Whitianga Area, defined as the area between Harbour Lights Terrace, Whitianga, in the North and Kapowai Road in the South of Coroglen.

3.3 Foster and/or sponsor and/or manage and/or control any activity, project or undertaking that would be advantageous to or for the benefit of the Whitianga area.

3.4 Promote the welfare of the Whitianga Area by encouraging a responsible and informed community voice for its improvement and providing a medium through which residents and ratepayers can make themselves heard on matters of community importance.

3.5 Act at all times on behalf of and in the interest of the residents and ratepayers of the Whitianga Area to achieve a caring and positive community

4. Powers: The Whitianga Residents’ and Ratepayers’ Association Incorporated shall have the following powers to achieve its Purpose:

4.1 establish an Executive Committee, committees, and other groups, as required

4.2 employ or contract staff, determine the terms and conditions for such employment or contracting, terminate staff and contractors, and engage the services of personnel and organisations to work for and with the Association.

4.3  appoint an Administrator, determine the terms and conditions of their appointment, and, if necessary, terminate such appointment.

4.4. engage, determine the terms and conditions, and terminate the services of personnel and organisations to advise the Association.

4.5 contract, engage or otherwise make arrangements with any person or organisation to fulfil the Purpose of the Association.

4.6. determine who its members are.

4.7  determine, raise and receive money by subscriptions.

4.8  pay honoraria, as decided by the Executive Committee.

4.9  lease and hold real property, rights and privileges.

4.10  fill any vacancies that may occur in the Officers of the Association.

4.11  co-opt person/s to the Executive Committee to bring a wider dimension to the general and business affairs of the Association.

4.12 have all powers necessary to manage and supervise the general and business affairs of the Association.

4.13 keep members informed of activities of the Executive Committee in newsletters, annual reports, public notice boards, and any other way

4.14 do any other acts or things that further the Purpose of the Association provided that the above Powers shall not limit the rights and powers of the Association as an Incorporated Society under the Incorporated Societies Act 2022.

5. Membership:

5.1 Membership of the Association shall be open to individuals and organisations who support the purpose and objectives of the Association, agree to abide by its rules, complete the Registration Form, and pay the required annual subscription.

5.2 All members shall pay such subscriptions as are decided by the Annual General Meeting of the Associatio5.35.3 5.3 The criteria for membership, including admission, resignation, and termination, shall be as prescribed in the Association’s bylaws.

5.3 The criteria for membership, including admission, resignation, and termination, shall be as prescribed in the Association’s bylaws.

5.4 A member may withdraw their membership by giving notice in writing to the Association and/or the Administrator.

5.5 Any subscription due to the Association that remains outstanding for five (5) working days after a reminder has been sent will automatically cause that member to cease membership.

5.6 A member who ceases to be a member of the Association shall forfeit all rights in and claims upon the Association.

6. Register of Members: The Administrator and/or any other person appointed by the Executive Committee for that purpose shall keep and maintain a Register in which each member’s full name, address, and the date they joined or renewed their membership shall be entered

7. Governing Body (Executive Committee):

7.1 The affairs of the Association shall be managed by an Executive Committee consisting of the Chairperson, the Treasurer, the Secretary and up to four (4) other members elected or appointed per the Association’s bylaws.

7.2 The Executive Committee shall have the power to make decisions on behalf of the Association, subject to the provisions of this constitution and the bylaws.

7.3 The Executive Committee shall meet at such places and times and in such manner as it shall determine.  

7.4 Quorum shall be not less than three (3) Executive Committee members.

7.5  Voting—Each member of the Executive Committee shall be entitled to one vote, with the Chairperson having a deliberative and a casting vote.

7.6 If any member of the Executive Committee is absent from three (3) consecutive meetings without leave of absence, the Chairperson may declare that person’s position to be vacant.

7.7 The Executive Committee shall have the power to delegate the Association’s day-to-day activities as required.

8. Meetings:

8.1 An annual general meeting (AGM) shall be held once every calendar year, within three (3) months after the end of the Association’s financial year.

8.1.1 At the AGM, the Chairperson, Treasurer and Secretary must be elected annually.

8.1.2 Additionally, up to 4 Committee Members may be elected annually at the AGM.

8.1.3 Nominations for Chairperson, Treasurer, Secretary and committee members shall be called for before and/or at the AGM.

8.2 Special general meetings (SGM) may be called by the Executive Committee or upon a written request signed by at least ten (10) members of the Association.

• 8.2.1 An SGM must be held within fourteen (14) days from being called.

8.3 An AGM must be called with not less than fourteen (14) days’ notice of such meeting, which shall be given to each financial member and displayed on Notice Board/s stating the business to be transacted.

8.3.1 Financial members must give eight (8) days’ due notice of any points they want listed to be transacted at the AGM.

8.4 A quorum at an AGM and SGM is not less than fifteen (15) financial members.

8.5 Voting at an AGM and SGM – Each financial member shall be entitled to one vote. Voting shall be by show of hands unless a ballot is called for by at least three (3) financial members.

8.6 Business to be transacted shall be (1) to receive the Annual Report of the Executive Committee, (2) to receive the Financial Statement of the Association, (3) elect Chairperson, Treasurer, Secretary and up to four (4) committee members for the ensuing year, (4) appointment of a Reviewer of Financial Statement (per cl. 9.2.2), (5) set the subscription for the ensuing year, and (6) transact any other business of which due notice has been given.

9. Financial Management:

9.1 The Association’s financial year shall be from 1 April to 31 March

9.2 Proper accounting records shall be kept in accordance with generally accepted accounting practices in New Zealand.

•     9.2.1 An Annual Financial Statement, as required under the Incorporated Societies Act 2022, shall be prepared, reviewed by       a Reviewer, and presented to the Annual General Meeting

9.2.2 The Annual General Meeting shall appoint the Reviewer. 

9.3 The Executive Committee shall appoint signatories.

9.4 The Executive Committee shall have the power to invest any funds of the Association in such a manner and under such terms and conditions as it sees fit.

9.5 The Executive Committee does not have the power to borrow money on behalf of the Association.

9.6 Any income, benefit, or advantage must be used to advance the community benefit purposes of the Association.

9.7 No member of the Association, or anyone associated with a member, is allowed to take part in or influence any decision made by the Association in respect of payment(s) to, or on behalf of, the member or associated person of any income, benefit, or advantage.

9.8 Any payment made to a member of the Association, or a person associated with a member must be for goods or services that advance the community’s benefit and be reasonable and relative to payments made between unrelated parties.

10. Amendment of the Constitution:

10.1 This constitution may be amended, added to or rescinded by a resolution passed by a two-thirds majority of the members present and voting at an AGM or SGM, provided that notice of the proposed amendment has been given in accordance with the bylaws and due notice of the meeting given.

10.2 Notice of an intention to alter this Constitution must be given to the Association and/or the Administrator no later than twenty-one (21) days before the Association’s Annual General Meeting

11. Indemnity:

The Whitianga Residents’ and Ratepayers’ Association Incorporated shall indemnify its Executive Committee Members, Officers, Appointed Personnel and employees against all damages and costs (including legal fees) for which any such Executive Committee Member, Officer, Appointed Personnel or employee may be, or become, liable to any third party as a result of any act or omission, so long as they act lawfully, honestly, in the furtherance of their responsibilities and per the Purpose and other Rules and Bylaws in this Constitution

12. Dissolution:

12.1 Parties affected by any dispute in relation to the actions of the Association shall strive to settle the dispute through amicable consultation within fourteen (14) days of receipt of written notice by the affected Party to the Chairperson of the Committee of the existence of such dispute.

12.2 In the event of dissolution, any remaining assets of the Association shall be distributed to charitable purposes as directed by a majority of financial members of the Association at a Special General Meeting called for the purpose of Dissolution and for which due notice has been given. No member of this Association shall benefit from such disposal of assets.

13. Bylaws: 

The Association may make, amend, or repeal bylaws not inconsistent with this constitution for the internal management and operation of the Association.