CONSTITUTION

OF

RICHMOND YACHT CLUB INC.

Contents

1.        Definitions and interpretation

2.        Club details

3.        Purpose and powers

4.        Members

5.        General Meetings

6.        Committee

7.        Committee meetings

8.        Interests

9.        Club Administrator

10.        Finances

11.        Amendments

12.        Bylaws

13.        Dispute resolution

14.        Liquidation and removal

15.        Matters not provided for

1. Definitions and interpretation

i)         Definitions: In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

Act means the Incorporated Societies Act 2022, including any amendments, and any regulations made under that Act.

AGM or Annual General Meeting means a meeting of the Members held once a year convened under this Constitution.

Bylaws means any bylaws, policies, regulations and codes of the Club made under clause 14.

Committee means the Club’s governing body.

Committee Member means a member of the Committee.

Constitution means this Constitution, including any amendments and any schedules to this Constitution.

Contact Details means a physical or an electronic address and a telephone number.

General Meeting means an AGM or SGM of the Club.

Interested has the meaning given in section 62 of the Act.

Matter has the meaning given in section 62(4) of the Act.

Member means each person who for the time being is a member of the Club and includes all classes of members described in clause 4.3.

Officer means a Committee Member and any natural person occupying a position in the Club that allows the person to exercise significant influence over the management or administration of the Club.

Ordinary Resolution means a resolution passed by a majority of votes cast.

SGM or Special General Meeting means a meeting of the Members, other than an AGM, called for a specific purpose or purposes.

Special Resolution means a resolution passed by a 75% majority of votes cast.

Working Day has the meaning given to that term under the Legislation Act 2019 and excludes the day observed as the anniversary in Auckland.

ii)         Interpretation: Unless the context otherwise requires:

1. Words referring to the singular include the plural and vice versa.

2. Clause headings are for reference only.

3. Expressions referring to writing include references to words visibly represented, copied, or reproduced, including by email.

4. Reference to a person includes any other entity or association recognised by law and vice versa and any reference to a particular entity includes a reference to that entity’s successors.

5. A reference to any legislation includes any statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.

6. All periods of time or notice exclude the days on which they are given.

iii) Notices: Subject to any other notice requirements in this Constitution, any notice or other communication given under this Constitution must be in writing and will be given to:

1. a Member if delivered by hand to the Member or sent to the postal or email address set out in their Contact Details;

2. the Club if delivered by hand to the Club Administrator or sent to info@richmondyc.org.nz or by post to the Club’s registered office set out on the Register of Incorporated Societies.

iv)        Receipt of notices: A notice is deemed to have been received:

1. if delivered by hand, at the time of delivery;

2. if given by post, when left at the address of that party or five Business Days after being put in the post; or

3. if given by email, upon production of a physical copy of the email detailing the time and the date the email was sent (provided that the sender does not receive any "out of office" auto-reply or other indication of non-receipt), provided that any notice or communication received or deemed received after 5pm on a Working Day, or on a day which is not a Working Day, will be deemed not to have been received until the next Working Day.

2. Club details

1. Name: The name of the society is the Richmond Yacht Club Incorporated (the Club).
2. Registered Office: The registered office of the Club is the Clubhouse at 173-175 Westhaven Drive, Westhaven, Auckland, or at such other place as the Committee may from time to time determine.
3. Contact person: The Commodore of the Club shall be a contact person of the Club. The Committee may nominate up to three other contact persons. The Committee must advise the Registrar of Incorporated Societies of any change in the contact person/s or their Contact Details.

3. Purpose and powers

1. Purpose: The purpose of the Club is to encourage amateur yachting and boating generally for the benefit of amateur boating and all the Club members.
2. Capacity and powers: The Club has, both within and outside New Zealand, full capacity, rights, powers and privileges to carry on or undertake any activity, do any act, or enter into any transaction, subject to this Constitution, the Act, any other legislation, and the general law.

4. Members

1. Application: An application to become a Member (Application) must be in the form required by the Committee. All Applications are decided by the Committee, which may accept or decline an Application in its absolute discretion. A person becomes a Member when their Application has been accepted and they have paid the required membership fees and satisfied any other preconditions.
2. Member consent: A person or family consents to become a Member by submitting a signed Application to the Club, or otherwise by a consent in writing, particularly for Life or Honorary Membership.
3. Members: The Members of the Club are:

1. General members: The default membership category.
2. Veteran members: Any General member upon attaining the age of sixty five years and having been a financial member for the previous five years will be eligible for reduced fees as set by the AGM. In the case of Family Membership, eligibility shall be determined by the age of the older partner.
3. Associate members: Any member, or intending member, who is a non-boat owner or who resides more than 80 kilometres from the Richmond Yacht Club.
4. Junior members: Members under the age of 18. Shall not be entitled to vote or hold office or nominate new members. On attaining the age of eighteen 18 years a Junior Member shall not be entitled to continue that membership, but on payment of the appropriate fees shall be entitled to continue membership.
5. Crew members: Non-boat owner. A Crew Member shall be entitled to all the privileges of the Club, but shall not be entitled to vote or hold office or nominate new members. Upon completion of three (3) years membership a Crew Member shall not be entitled to continue that membership, but on payment of the appropriate fees shall be entitled to General or Associate membership.
6. Family members: Any member, either General or Associate or any intending members who are currently residing at the same address as their partner/spouse and/or children may apply for Family Membership on payment of the appropriate fees. Family membership shall entitle the member’s partner/spouse and/or children to all the privileges of General Membership providing that children under 18 years shall not be entitled to vote, hold office, or nominate new members. On attaining the age of 18 years, the child of a Family Member shall not be entitled to continue that membership. On payment of the appropriate fees they shall be entitled to continued membership.

4. Life Members: Life Membership may be granted in recognition and appreciation of outstanding service by an individual to the Club. Any Member may nominate an individual to become a Life Member by giving notice to the Committee setting out the grounds for the nomination. The Committee must then determine whether the nomination should be forwarded to a General Meeting for determination by the Members. A person may only be elected as a Life Member by Resolution at a General Meeting. A person consents to becoming a Life Member on acceptance of their life membership. Life Members and their partner or spouse shall be entitled to General Membership at nil fee for the term of that partnership. Life Members may have additional rights and benefits as determined by the Committee.

5. Honorary Members: Honorary Membership may be granted by the Committee to any person for services rendered to the Club or to the sport of yachting generally and such membership shall continue until revoked by the Committee. An Honorary Member shall be entitled to all the privileges of the Club, but shall not be entitled to vote or hold office or nominate new members.

6. Member rights and obligations: Members acknowledge and agree that:

1. they are bound by, and will comply with, this Constitution and the Bylaws, and to the extent they apply, the rules, procedures or policies of Yachting New Zealand.
2. they are entitled to all rights and entitlements granted by this Constitution or as determined by the Committee;
3. to receive, or continue to receive or exercise member rights, they must meet all the member requirements set out in this Constitution and the Bylaws or as otherwise set by the Committee, including payment of any membership or other fees within the required time period;
4. if they fail to comply with sub-clause (c) the Committee may terminate their membership, but the Member continues to be bound by this Constitution;
5. they do not have any rights of ownership of, or the automatic right to use, the Club’s property; and
6. they will promote the interests and purposes of the Club and must not do anything to bring the Club into disrepute.

7. Suspension of Member: If a Member is, or may be, in breach under clause 4.6, and the Committee believes it is in the best interests of the Club to do so, the Committee may suspend the Member until final determination of the matter under the dispute resolution process applicable to the matter. Before imposing any suspension, the Member must be given notice of the suspension.

8. Suspension of Member rights: Unless otherwise determined by the Committee, while a Member is suspended the Member is not entitled to attend, speak or vote at a General Meeting or to any other rights or entitlements as a Member and is not entitled to continue to hold office in any position within the Club, until such time as the alleged breach is resolved or determined.

9. Ceasing to be Member: A Member ceases to be a Member:

1. on death;
2. by giving notice to the Club Administrator or Secretary of their resignation;
3. if their membership is terminated under clause 4.6(d);
4. if their membership is terminated following a dispute resolution process or such other process set out or referred to in this Constitution.

10. Consequences of ceasing to be a Member: A Member who ceases to be a Member:

1. remains responsible to pay all their outstanding membership and other fees to the Club;
2. must return all the Club’s property if required;
3. ceases to be entitled to any rights of a Member.

11. Membership fees: The membership year runs from 1 July to 30 June of the following year. The Committee shall propose membership fees for the upcoming year. These fees shall be established by Resolution at the Annual General Meeting. All fees are due 1 July. No member, and in the case of Family Members no member of his/her family, shall be entitled to any of the privileges of membership should their fees be in arrears after 1 November.

12. Member register: The Committee will keep an up-to-date Member register, which includes each Member’s name, Contact Details and the date they became a Member. A Member must provide notice to the Club of any change to their Contact Details. The Member register will be updated as soon as practicable after the Committee becomes aware of changes of the information recorded in the Member register. The Committee will keep a record of those who have ceased to be a Club member within the previous 7 years and the date on which they ceased to be a member.

5. General Meetings

13. AGM: An AGM must be held once a year at the time, date and place as the Committee decides, but not more than 6 months after the balance date of the Club and not more than 15 months after the previous AGM.

14. Notice of AGM: The Members must be given at least twenty-one days’ notice of the AGM. Notice shall be sent by e-mail to the member e-mail addresses held in the Club’s records.

15. Business of AGM: The following business will be discussed at the AGM:

1. Confirmation of the minutes of the previous AGM;
2. Receiving and adopting the Commodore’s Report
3. The Treasurer’s Report covering the following information during the most recently completed accounting period:

• The annual financial statements;
• The review report of the financial statements;

4. Notice of any disclosures of conflicts of interest made by Officers (including a brief summary of the Matters, or types of Matters, to which those disclosures relate);
5. The election of the President, Flag Officers, Secretary, Treasurer and other Committee Members.
6. Voting upon fees for the coming membership year.
7. Consideration of any motions proposing to amend this Constitution that have been properly submitted for consideration at the AGM;
8. Consideration of any other items of business that have been properly submitted for consideration at the AGM.

16. Notice of proposed motions: Members must give notice of any proposed motions and other items of business to the Club at least fourteen days before the date of the AGM.

17. Notice of agenda: Notice of the agenda containing the business to be discussed at the AGM must be sent to all members entitled to attend the AGM at least seven days before the date of the AGM. No additional items of business can be voted on other than those set out in the agenda, but the Members present may agree by Special Resolution to discuss any other items.

18. Calling of SGM: The Committee must call a SGM if it receives a written request stating the purpose of the SGM from the Committee itself or by at least ten Members.

19. Notice of SGM: Members must be given at least twenty-one days’ notice of the SGM, unless the Committee, in its discretion, decides that the nature of the SGM business is of such urgency that a shorter period of notice is to be given to Members. A SGM may only consider and deal with the business specified in the request for the SGM.

20. Method of holding meeting: A General Meeting may be held by a quorum of people being assembled at the time and place appointed for the meeting. It shall be at the discretion of the Committee as to whether audio-visual attendance is catered for.

21. Quorum: No business may occur at any General Meeting unless a quorum is present at the meeting’s start time. The quorum for a General Meeting is 20 Members who are entitled to vote, including any Members present by electronic means. The quorum must always be present during the General Meeting.

22. No quorum at AGM: If a quorum is not met within 30 minutes of the AGM’s scheduled start time, the AGM is adjourned to a day, time and place set by the chair of the AGM. If no quorum is met at the further AGM, the Members present, in person or through audio visual link, 15 minutes after the further AGM’s scheduled start time are deemed to constitute a valid quorum.

23. No quorum at SGM: If a quorum is not met within 30 minutes of the scheduled start time of the SGM, the SGM is cancelled.

24. Control of General Meetings: The Chair shall be taken by the Commodore, or the Vice Commodore, or the Rear Commodore, with preference in that order. If all are unavailable, another Committee Member (appointed by the Committee) will preside.
    When the Chair of the meeting is standing for re-election, the Chair shall be taken by the President, or the Vice Commodore, of the Rear Commodore, with preference in that order. If all are unavailable, another Committee Member (appointed by the Committee) will preside.

25. Omissions and irregularities: The General Meeting and its business will not be invalidated if one or more Members do not receive notice of the meeting. The General Meeting and its business will not be invalidated by an irregularity, error or omission in notices, agendas and papers of the meeting or notice within the required time frame or the omission to give notice to all Members and any other error in the organisation of the meeting if:

1. the chair of the meeting in their discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error, or omission; and
2. a motion to proceed is put to the meeting and a majority, of two-thirds of votes cast, is obtained in favour of the motion to proceed.

1. Attendance: Members and any other persons invited by the Committee are eligible to attend and speak at General Meetings.

2. Voting: Each Member entitled to vote, may exercise one vote on any motion at a General Meeting in person.

3. Conduct of voting: Voting is conducted by voices or a show of hands as determined by the chair of the meeting, unless a secret ballot is called for and approved by the Chair or three Members.

4. Minutes: Minutes must be kept of all General Meetings.

5. Resolution: An Ordinary Resolution of Members at a General Meeting is sufficient to pass a resolution, except as specified in the Act or this Constitution.

6. Committee

1. Functions and powers: Subject to any modifications, exceptions, or limitations contained in the Act or in this Constitution the Committee must manage, direct or supervise the operation and affairs of the Club and has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of the Club.

2. Composition: The Committee consists of the Club Officers, namely the three Flag Officers (being Commodore, Vice Commodore, Rear Commodore), the Secretary and the Treasurer; and up to 12 other persons elected at the AGM.

3. Role of Commodore: The Commodore leads the Club and presides over all activities thereof.

4. Role of Vice Commodore: The Vice Commodore assists the Commodore in their duties.

5. Role of Rear Commodore: The Rear Commodore assists the Commodore and Vice Commodore in their duties.

6. Role of Secretary: The Secretary will attend to all Committee correspondence and keep minutes of General Meetings and Committee meetings and ensure that any subcommittee keeps minutes.

7. Role of Treasurer: The Treasurer will:

1. oversee the receipt of all money paid to or received by the Club and pay all accounts approved by the Committee. The Committee may delegate levels of payment to the Treasurer by written authority;
2. invest all funds of the Club in the manner directed by the Committee; and
3. keep the Club’s financial accounts, submit appropriate financial statements at the AGM and undertake other tasks required by the Committee.

8. Role of President: The President is a non-executive role intended to provide a measure of continuity across changing committees. The President will engage in activities agreed with the Flag Officers, which may include attendance and support at Committee Meetings and Annual General Meetings, and undertaking activities to promote the Club, good relations and communications between Members and the reputation and best interests of the Club.

9. Election of Committee Members: Committee Members are elected as follows:

1. Nominations for Committee Member positions are made in the form decided by the Committee and must be received by the Secretary by the date set by the Committee and if no date is set, at least 7 days before the AGM;
2. Those nominees who have the highest number of votes in their favour to fit the number of vacant positions are declared elected;
3. if the number of votes for one or more nominees is equal to another nominee, a further vote will be held between the tied nominees;
4. if there is only one nominee for a vacant position, that person is declared to be elected without the need for a vote.
5. Nominations to fill those positions of Officers and/or Committee for which no or insufficient nominations have been received (as the case may be) may be called for by the Chairman and received orally at the meeting.
6. No nomination for the offices of Commodore, Vice Commodore, Rear Commodore or President shall be valid unless the person nominated has been a member of the Club for not less than three (3) years.

10. Qualification: Every Committee Member must, in writing:

1. consent to be a Committee Member; and
2. certify that they are not disqualified from being elected or holding office as a Committee Member by this Constitution or under section 47 of the Act.

11. Disqualification: The following persons are disqualified from being elected or holding office as a Committee Member:

1. A person who is an employee of, or independent contractor to, the Club.
2. A person who is disqualified from being elected or holding office as a Committee Member under section 47 of the Act.
3. A person who has been removed as a Committee Member following a process under this Constitution or any Bylaw.

If an existing Committee Member becomes or holds any position in (a) above then upon their appointment to such a position, they are deemed to have vacated their office as a Committee Member. If any of the circumstances listed in (b) above occur to an existing Committee Member, they are deemed to have vacated their office upon the relevant authority making an order or finding against them of any of those circumstances.

12. Term of office: The term of office for all Committee Members is 1 year, expiring at the end of the relevant AGM. There is no maximum number of consecutive terms of office. The term of any period served to fill a Casual Vacancy is disregarded for the purposes of calculating the total term served.

13. Casual Vacancy: If a casual vacancy arises, the remaining Committee Members may appoint a person of their choice to fill the casual vacancy only until the next AGM, at which a person is elected to fill the remainder of the term of the casual vacancy;

14. Committee Member ceasing to hold office: A person ceases to be a Committee Member if:

1. their term expires;
2. the person resigns by delivering a signed notice of resignation to the Committee;
3. the person is removed from office under this Constitution;
4. the person becomes disqualified from being an officer under section 47(3) of the Act;
5.  the person dies.

7. Committee meetings

15. Calling meetings: Committee meetings shall be held monthly on no less than 10 occasions throughout the year. A Committee meeting may be conducted by electronic means.
    Special Committee meetings may be called at any time by the Secretary or by three Committee Members upon giving notice to the Secretary. Reasonable steps shall be taken to advise all Committee members of the date and time of the special meeting.

16. Meeting procedure: Except to the extent specified in the Act or this Constitution, the Committee may regulate its own procedure.

17. Quorum: The quorum for a Committee meeting is at least 50% of the number of Committee Members. Any Committee Member may be counted for the purposes of a quorum, participate in any and vote on any proposed resolution at a Committee meeting without being physically present. This may only occur at Committee meetings by audio or audio-visual link or other electronic communication provided that all persons participating in the Committee meeting can hear each other effectively and simultaneously.

18. Chair: The role of Chair shall be undertaken by the Commodore. The Chair will chair Committee meetings. If the Chair is unavailable, the role of Chair shall be undertaken by the Vice Commodore or the Rear Commodore. If neither is available, another Committee Member must be appointed by the Committee to undertake the Chair’s role during the period of unavailability.

19. Voting: Each Committee Member has one vote. Voting is by voices or on request of any Committee Member by a show of hands or by a ballot. Proxy and postal votes are not permitted. Voting by electronic means is permitted. If there is an equality of votes, the Chair does not have a casting vote.

20. Resolution in writing: A resolution in writing signed or consented to by email or other electronic means by a majority of Committee Members is as valid as if it had been passed at a Committee meeting. Any resolution may consist of several documents in the same form each signed by one or more Committee Members.

8. Interests

1. Register of interests: The Committee must keep a register of interest disclosures made by Officers.

2. Duty to disclose interest: An Officer who is Interested in a Matter relating to the Club must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Committee, as soon as practicable after the officer becomes aware that they are interested in the Matter and include it in the register of interests.

3. Consequences of being Interested: A Committee Member who is Interested in a Matter:

1. must not vote or take part in a decision of the Committee relating to the Matter, unless all non-interested Committee Members consent;
2. must not sign any document relating to the entry into a transaction or the initiation of the Matter, unless all non-interested Committee Members consent;
3. may be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

1. Calling of SGM: Despite clause 8.3, if 50% or more Committee Members are Interested in a Matter, an SGM must be called to consider and determine the Matter.

2. Notice of failure to comply: The Committee must notify Members of a failure to comply with section 63 or 64 of the Act, and of any transactions affected, as soon as practicable after becoming aware of the failure.

9. Club Administrator

3. Role of Club Administrator: The Committee may engage a Club Administrator. The Club Administrator is under the direction of the Commodore and is responsible for the day-to-day management of the Club under this Constitution and the Bylaws and within any delegated authority from the Commodore.

4. Committee involvement: The Club Administrator may attend Committee meetings when required by the Committee but has no voting rights.

10. Finances

5. Control and management of finances: The funds and property of the Club are controlled, invested and disposed of by the Committee, subject to this Constitution and devoted solely to the promotion of the purposes of the Club set out in clause 3.

6. Electronic transactions: Electronic transactions shall be authorised by any two of the Commodore, Vice Commodore, Secretary or Treasurer provided that no two persons may jointly authorise a transaction if they have a significant undisclosed personal connection.

7. Balance date: The Club’s balance date is 30th April or on such other date as the Committee decides.

8. Review of financial statements: The Club’s financial statements must be reviewed each year and the reviewed financial statements must be submitted to the AGM. The reviewer will be appointed by the Committee.

9. No personal benefit: The Officers and Members may not receive any distributions of profit or income from the Club. This does not prevent Officers or Members:

1. receiving reimbursement of actual and reasonable expenses incurred, or
2. entering into any transactions with the organisation for goods or services supplied to or from them, which are at arms’ length, relative to what would occur between unrelated parties, provided no Officer or Member is allowed to influence any such decision made by the Club in respect of payments or transactions between it and them, their direct family or any associated entity.

11. Amendments

10. Amendments: This Constitution may only be amended or replaced by Special Resolution of Members at a General Meeting, of which 14 days’ notice has been given specifying the proposed alteration. The vote must be passed by 75% of members present and voting at the General Meeting.

11. No amendment: No addition to, deletion from or alteration of this Constitution may be made which would allow personal pecuniary profits to any individuals.

12. Bylaws

The Committee may make and amend Bylaws for the conduct and control of the Club’s activities and codes of conduct applicable to Members. Any Bylaw must be consistent with the Club’s purposes set out in clause 3, the Act and any other laws. All Bylaws are binding on the Club and the Members. The making, amendment, revocation, or replacement of a Bylaw is not an amendment of this Constitution.

13. Dispute Resolution

The resolution of disputes shall be in accordance with Schedule 2 of the Incorporated Societies Act 2022.

14. Liquidation and removal

1. Notice: The Committee must give notice to all Members at least 20 Working Days of a proposed motion:

1. to appoint a liquidator;
2. to remove the Club from the Register of Incorporated Societies; or
3. for the distribution of the Club’s surplus assets.

The notice must comply with section 228 of the Act and include details of the General Meeting at which the proposed motion is to be considered.

2. Special Resolution: Any resolution for a motion set out in clauses 14.1(a) to (c) must be passed by a Special Resolution of Members.

3. Surplus assets: The surplus assets of the Club, after the payment of all costs, debts and liabilities, must be disposed of to some other approved amateur yachting or boating organisation that shares similar purposes to the Club, or some other charitable purpose within New Zealand. Such organisation or charity must be identified by name in any resolution under clause 14.2.

15. Matters not provided for

If any matter arises that, in the opinion of the Committee, is not provided for in this Constitution or any Bylaws, or if any dispute arises out of the interpretation of this Constitution or the Bylaws, the matter or dispute will be determined by the Committee.