flowerLogo

 CONSTITUTION OF U3A TAURANGA INCORPORATED

(Reprinted copy incorporating changes made September 2000, December 2000, March 2002 and April 2013)

NAME
1 The name of the Society shall be U3A TAURANGA INCORPORATED, hereinafter known as U3A TAURANGA INC.
INTERPRETATION
2 "Society" means the U3 A Tauranga Inc.
"Executive" means the executive provided for in Rule 25.
"General Meeting" means any Annual General Meeting, Special General Meeting or Ordinary General Meeting.
"Member" means any ordinary member, or life member of the Society as hereinafter provided.
"President" includes any person acting in loco president in accordance with these rules.
"Resolution" means a resolution required to be passed at an Annual General Meeting, Special General Meeting or Ordinary General Meeting by a simple majority of the members present and voting.
"Special Resolution" means a resolution required to be passed at either an Annual General Meeting or Special General Meeting by at least two-thirds of the Members present and voting.

“Notice in writing” includes any message sent to a member by email where the email address has been supplied to the Society and accepted as the means of communication with the Society by the member. A Notice as required by Sections 14, 14.1, 15 and 16 may be included in a regular Newsletter.

OBJECTS
3 The objects of the Society shall be:
(i) To advance the educational and social interests of people in the community, particularly the middle-aged and older people who are retired, redundant or unemployed.
(ii) To provide educational programmes for those who are free during the day, or at such times as are applicable.
(iii) To enable mature persons to exercise their minds and thus keep more healthy and active.

(iv) To join with, affiliate to, co-operate with, or assist any similar organisation in such manner as may seem fit.
(v) The objects of the Society shall be limited to New Zealand.

POWERS
4 In furtherance of the above the Society may:
(i) Purchase, take on lease, exchange, hire and otherwise acquire or dispose of real or personal property and any rights and privileges which the Members may think necessary for the promotion of the Society.
(ii) Borrow, raise or secure the payment of money in such a way as the Executive 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 Society's property (both present or future) or by bills of exchange, promissory notes or other negotiable instruments and to purchase, redeem or pay off any such securities in pursuance in each case of a resolution passed at an Annual General Meeting, Special General Meeting or Ordinary General Meeting.
(iii) Publish books, pamphlets, reports, leaflets, journals, newsletters, films, videos and instructional matter.
(iv) Found and carry on schools and training courses, and run lectures, seminars, conferences and courses.
(v) Encourage and assist in the formation and operation of area and regional groupings of other U3A Societies.
(vi) Receive donations, endowments, legacies, sponsorships, subscriptions, and fees from persons desiring to promote all or any of the Objects of the Society and to hold funds in trust for the same.
(vii) To make such by-laws or regulations, not being inconsistent with these rules, by resolution in Annual General Meeting, Special General Meeting or Ordinary General Meeting.
(viii) Generally to do all such lawful things as may be deemed incidental or conducive to the attainment and advancement of the Objects of the Society.


REGISTERED OFFICE
5 The registered office of the Society shall be at such place or places as the Executive may from time to time determine.

MEMBERSHIP
6 Any person or group with similar interests is eligible for ordinary membership who supports the objects of the Society, and who undertakes to conform to the Rules and by-laws (if any) of the Society, and otherwise comply with its requirements and shall, upon making written request to the Secretary, and being approved by the Executive, and on payment of the Annual Subscription for the current year, or in the period before 31 March had paid the Annual Subscription for the previous year and not resigned, be enrolled as a Member.
7 Any Member or person eligible for membership of the Society may on the recommendation of the Executive be appointed as a Life Member at the Annual General Meeting in recognition of services rendered to the Society .Life Members shall have the same rights of voting and holding office as Ordinary Members but shall not be required to pay subscriptions.
8 The Executive may appoint any person or organisation who renders special service to the Society as an Honorary Member whilst such services are being rendered, but shall not be required to pay subscriptions.
REGISTER OF MEMBERS
9 The Society shall keep a register of Members which shall record the names and addresses of all members, with the date of joining, the date on which they ceased to be a Member, and the category of their membership.
CESSATION OF MEMBERSHIP
10 Membership may cease in any of the following ways:
(i) By written resignation to the Secretary. Such resignation to take effect from the first Executive Meeting after the resignation is received.
(ii) The Executive may by resolution, strike off the name and terminate membership of any member whose membership dues have not been paid by 30 April.
(iii) By expulsion as hereinafter provided.

EXPULSION AND DISCIPLINE OF MEMBERS
11 If it should come to the knowledge of the Executive that a Member has been guilty or appears to have been guilty of a breach of any of the rules or by-laws of the Society or of any conduct unworthy of a Member which is or might be
injurious or prejudicial to the interest of the Society or its Members or any of them, the Executive may set up a subcommittee to enquire into such matters.

12 The subcommittee to the Executive to be set up as aforesaid shall consist of three disinterested Members and shall cause written notice addressed to such Member to be served personally upon him/her or delivered to or sent by registered post addressed to his/her registered address indicating the nature of the breach or offence with which he/she is charged and calling upon him/her to attend with witnesses (if any) before the subcommittee at such time not being earlier than seven days after the time of delivery or posting of such notice as the subcommittee shall think fit and if such Member or any witness or witness on his/her behalf attend at such time and place the subcommittee shall hear such witness or witness and Member. The subcommittee shall thereupon collectively or individually if the members thereof cannot agree, forward to the Secretary by a written report or reports of its or their finding or findings and recommendations together with any notes or evidence taken and any written statement submitted by the accused Member and any exhibits lodged.
13 The Executive shall consider the report or reports of the subcommittee
together with its notes, if any, of the evidence taken by it and exhibits lodged and the statements or explanations of the Member concerned and if satisfied that the Member has been guilty of any such breach or unworthy conduct the Executive may expel such Member or take other appropriate action.
MEETINGS

[14 [The Society shall hold an Annual General Meeting once in each calendar year not later than three months after the end of its financial year and notice of such Annual General Meeting shall be given in writing by the Secretary to all members at least 14 clear days prior to the meeting.]
14 The Society shall hold a Special General Meeting (Election General Meeting) in November of each calendar year. Notice of such Election General Meeting shall be given in writing by the Secretary to all members at least 14 clear days prior to the meeting.
14.1 The Society shall an Annual General Meeting in February in each calendar year. Notice of such Annual General Meeting shall be given in writing by the Secretary to all members at least 14 clear days prior to the meeting.
15 A Special General Meeting may be called at any time on the decision of the majority of the Executive or on the requisition of five Members of the Society(in writing stating the purpose for which such a Special General Meeting is required), to the Secretary. Upon receipt of the requisition the Secretary shall forthwith convene a meeting giving 14 days written notice to all Members and specifying the points of discussion.
16 Ordinary General Meetings may be called at any time at the decision of the Executive giving 14 days notice to all members.
17 At all General Meetings and Meetings of the Executive the President shall preside, but in the event of the President being unable to attend the meeting the Vice President shall preside, and in his or her absence a Chairperson maybe appointed for that meeting from among the Members present. Such Vice President or Chairperson whilst so acting shall have all the powers of the President.

18 (a) At any General Meeting a resolution put to the vote of the meeting shall be decided on show of hands of Members unless a ballot is(before or on the declaration of the results of the show of hands)demanded:
(i) By the President.
(ii) By at least three Members present in person.
(b) Unless a ballot is so demanded, a declaration by the President
aforesaid, that a resolution has, on a show of hands of Members, been carried or carried unanimously or by a majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Society, shall be conclusive evidence of the fact, without proof of the number or proportion of the vote recorded in favour of or against a resolution.
(c) The demand for a ballot may be withdrawn.

19 If a ballot is duly demanded, it shall be taken in such manner as the President aforesaid directs and the result of the ballot shall be deemed to be the result of the meeting at which the ballot was demanded.
20 In the case of an equality of votes whether on show of hands or on ballot, the President as aforesaid at the meeting at which the show of hands takes place or at which the ballot is demanded shall be entitled to a second or casting vote.
QUORUM
21 The quorum at any General Meeting shall be 50 financial members, provided that if within half an hour after, the time fixed for holding a meeting, a quorum is not present, no meeting shall be held.
22 The quorum at Executive meetings shall be five.
OFFICERS AND EXECUTIVE
23 Officers of the Society are to be elected at the [Annual General Meeting] Election General Meeting each November by Members. The Officers so elected shall take office at the Annual General Meeting the following February immediately after the adoption of the accounts for the previous year.
24 The President shall not serve in that office for a period longer than two consecutive years at any one time.
25 The Executive shall consist of:
(a) The Officers of the Society

(b) The Immediate Past President
(i) This position is automatically filled on the election of a new President. An Immediate Past President may remain in office after his or her initial year for the additional period his or her succeeding President remains in office.
(ii) A retiring Immediate Past President may not be elected to any position on the Executive for one year after his or her retirement
(c) Six Committee Members, to be elected at the Election General Meeting
(d) Co-opted Members as hereinafter provided.
26 Nominations for all Officers and Committee Members shall be:
(a) Received as written nominations, duly proposed and seconded by Members, and received by the Secretary up to the starting time set for the [Annual General Meeting] Election General Meeting and,
(b) Nominations shall be called for at the [Annual General Meeting] Election General Meeting.
26A Election of all Officers and Committee Members shall be as follows:
(a) Where only one nomination for a position has been received, that person shall be duly elected to that position without having to be put to the vote at the [Annual General Meeting] Election General Meeting.
(b) Where more than one nomination has been received for a position, the names of the proposed nominees shall be put to the vote by Members at the [Annual General Meeting] Election General Meeting.

27 The newly appointed Executive shall take office at the [conclusion of] Annual General Meeting in February immediately after the outgoing Executive presents the Annual Accounts for their year of stewardship.
28 The Executive shall meet at such times and places as it considers suitable.
29 The Executive in addition to its other powers shall have the power to co-opt further persons who may or may not be Members, on to the Executive or on to any subcommittee formed by the Executive, and while participating shall have all the powers of elected members.
30 Any Member of the Executive who misses three consecutive Executive Meetings without apologising, shall be automatically removed from the Executive.

31 The Executive shall have the authority to fill any vacancy of the Executive or Officer occurring during the year. Such an appointment shall complete the term of service of the Member he or she is replacing and shall be eligible for re-election.

POWERS OF EXECUTIVE COMMITTEE
32 Subject to the control of the Society in Annual General Meeting or Special General Meeting, the affairs of the Society, the management of the property and the investments of funds shall be conducted by the Executive.
33 The Executive may exercise any power vested in the Society and not required by these rules to be exercised by the Society in a Meeting, and may delegate any of its powers to subcommittees with power to revoke any authority so delegated.
34 The Executive shall present to the Annual General Meeting a full report of its activities and business done during its year of office and of any matters of interest or importance to the Society transpiring during such period and may in such report (in these Rules referred to as "The Annual Report") make such recommendations as it thinks fit. The Treasurer shall present to the Annual General Meeting [duly audited] financial statements and a Balance Sheet prepared in accordance with good accounting practice of the previous financial year of the Society.
35 The Executive shall have power to appoint and to instruct delegates or
representatives to bodies with which the Society is affiliated or which have provision for representation at their meetings.
36 The Executive may employ staff as may from time to time be required on such terms and conditions as the Executive shall think fit.
37 The Secretary shall ensure that minutes are kept of all Annual General, Election General, Special General and Committee Meetings.

FINANCE
38 The financial year shall commence on the 1st day of January and end on the31st day of December that year.
39 The Treasurer shall keep accounts of all monies received and expended on behalf of the Society. All money transactions shall be made through properly authorised accounts in accordance with the directions of the Executive.
40 Honoraria or payments to guest speakers and external tutors may be made at the Executive's discretion.

SUBSCRIPTIONS
41 The annual subscription payable by Members shall be that amount fixed from time to time at the [Annual General Meeting] Election General Meeting each November or a Special General Meeting, such subscriptions to be payable by 31 March, or if joining subsequently to be payable immediately.
42 A Member joining after 31 August in any year shall be required to pay only half the amount of the subscription set for that year.
43 On joining the Society after the beginning of a financial year, a fully paid-up Member of another U3A group shall not be required to pay the current year's subscription.
44 The Executive may accept less than the prescribed annual subscription from any Member if satisfied that payment of the full sum would cause hardship.

AUDITOR
45 The accounts of the Society shall [be audited by an Auditor to be appointed each year at the Annual General Meeting] not be audited if a unanimous resolution to that effect is passed at the Annual General Meeting. Any member, however, may call for the accounts to be audited. An Auditor in that case may be appointed at the Annual General Meeting. In the case of death or incapacity of the Auditor so appointed, [or in the case where no Auditor is appointed] the Executive shall appoint one.

PECUNIARY GAIN
46 No Member of the Society shall receive or obtain any pecuniary gain (except as a salaried officer) from the property or operations of the Society provided that this Rule shall not prevent the payment of such reasonable expenses or remuneration to Members and employees of the Society as the Executive shall decide.

INDEMNITY
47 Every Officer of the Society or servant of the Society shall be indemnified out of the funds of the Society and it shall be the duty of the Executive out of funds of the Society to pay all costs, losses and expenses which any such Officer or servant may incur or become liable for by reason of any contract entered into or act or thing done by him or her as such Officer or servant of the Society or in any way discharging his/her/its duty including traveling expenses and reasonable out-of-pocket expenses.

THE SEAL
48 The Executive shall approve a seal for the Society which shall be obtained by and kept in the custody of the Secretary. The seal shall not be affixed to any instrument except pursuant to a resolution of the Executive. The affixture of the seal to all instruments shall be attested under the hands of any two Officers of the Society.

ALTERATION TO THE RULES
49 These rules may be altered by a special resolution passed at an Annual
General Meeting, Election General Meeting or a Special General Meeting provided that 30 clear days notice in writing of the intention to move a repeal, rescission, or alteration of the existing rules or to make any new rules, shall first be given to the Secretary who shall not later than 14 clear days before the Meeting advise all members of such intention. PROVIDED THAT
(a) no such alteration shall enable any Member to receive any pecuniary benefit as a result of the alteration other than in respect of services rendered.
(b) no alteration shall be made which would alter the nature of the objects, or alter its charitable/non profit-making nature.

WINDING UP
50 If at any meeting a majority of those present and voting shall resolve, by
Special Resolution, that the Society shall be wound up, a further Special
General Meeting shall be called and held not earlier than 30 days after the day of the meeting at which such Special Resolution was passed, to confirm or reject such Special Resolution, by Special Resolution. If the Special Resolution shall be confirmed at such further Special General Meeting, the Society shall be wound up and all surplus assets after payment of all costs, debts and liabilities of the Society shall be distributed among such charitable organisation or organisations within New Zealand which is or are not carried on for private pecuniary profit of an individual, and with objects similar to those of the Society, as the Society thinks fit to be held on trust by that organisation or those organisations solely for similar charitable purposes within New Zealand.


8 February 2013