1. The name of the Society shall be “The Marlborough Camera Club Incorporated.”
2. The objects of the Society are
a. to succeed to and take over the property, assets, rights and obligations of the existing Marlborough Camera Club.
b. to promote the enjoyment, mastery and advancement of photography in all its applications and in particular to arrange for and control, either alone or jointly or in co-operation with any other society body or person, regular meetings, conventions, seminars or exhibitions or other functions or activities of a photographic nature.
c. to acquire (by purchase or otherwise), own, lend, hire, maintain, control the use of, sell or otherwise dispose of photographic and ancillary and associated equipment.
d. to raise money whether by public appeal, donations solicited or unsolicited for money in such manner as the Society shall think fit.
e. to repay monies borrowed by the Society.
f. to do any other such lawful things as are incidental or conducive to the attainment of the above objects or any of them.
3. Any person of good character interested in photography may become a member of the Society as provided for in these Rules.
4. Members shall be of the following classes
a. Ordinary Members, elected by resolution of the Committee.
b. Honorary Life Members, elected by the Society in General Meeting upon recommendation of the Committee.
c. Friend of the Marlborough Camera Club - Membership is by recommendation and Invitation of the Committee and entitles the invitee to receive regular newsletters and attend club functions at their own expense. The committee shall have discretion to cancel a ‘Friend of the Marlborough Camera Club’ status as it sees fit.
5. A member may resign by letter addressed to the Secretary. He shall not be entitled to a refund of any part of his current subscription.
6. If a subscribing member fails to pay his subscription within four months of the beginning of the Club's Financial Year his membership may be terminated at the discretion of the Committee. On request, and at the discretion of the Treasurer, an extension of payment time may be granted to a member
7. If the conduct of any member appears to the Committee to endanger the good order or welfare of the Society, the Committee may convene a Special General Meeting of the Society to consider the expulsion of such member. The vote at such meeting shall be taken by ballot. If at such meeting a resolution is carried by two thirds or upwards of the members present and entitled to vote to the effect that the name of such member be removed from the register of Members of the Society, he/she shall henceforth cease to be a member of the Society, but such cesser of membership shall be without prejudice to the Society’s right to recover any subscription or other monies then due and owing by such member.
OFFICERS AND COMMITTEE
8. The officers of the Society shall be a President, a Vice President, a Secretary and a Treasurer, or a Secretary-Treasurer, all of whom shall be elected at the Annual General Meeting of the Society as hereinafter provided Subject to rule 12 all elected officers shall hold office until the next Annual General Meeting after their election when they shall automatically retire, but shall be eligible for re-election, with the proviso, that no person shall hold the office of President for more than three years consecutively. In addition, the immediate Past President for the first 12 month term immediately following their Presidency shall be an ex-officio officer.
9. The management and control of the affairs of the Society shall be vested in a Committee which may have and may exercise all the powers of the Society which are not expressly required to be exercised by the Society in General Meeting or as otherwise provided by these Rules. The Committee shall meet at least four times in each financial year.
10. The Committee shall consist of the officers of the Society ex-officio, and not less than five (5) members who shall be elected at the Annual General Meeting each year as hereinafter provided – such members of the Committee (subject to provision of rule 12 hereof) shall hold office until the next Annual General Meeting of the Society following their election, when they shall automatically retire but shall be eligible for re-election.
11. All officers and members of the Committee shall be nominated and elected at the Annual General Meeting of the Society. Where there are more candidates for office than the numbers specified by these Rules, an election for office shall be conducted by secret ballot.
12. The office of President, Vice President, Secretary, Treasurer, or Secretary-Treasurer, or Committee member shall be vacated if the holder thereof
a. Ceases to be a member of the Society, or
b. Resigns his/her office, or
c. Becomes of unsound mind.
13. An officer of the Society or member of the Committee other than the President, absenting himself/herself from three consecutive meetings of the Committee without leave of absence, shall cease to hold office or be a member of the Committee.
14. In the event of a vacancy occurring in the offices of President, Vice President, Secretary, Treasurer, or Secretary-Treasurer, Auditor or elected member of the Committee between Annual General Meetings, whether by death, resignation or otherwise, the Committee may fill such vacancy for the unexpired term of office.
15. In furtherance and not in limitation or and without prejudice to the general powers conferred upon the Committee by these Rules or otherwise howsoever it is expressly declared that the Committee may exercise and perform the following powers and duties.
a. carry out all contracts entered into by the Society.
b. delegate any or all of its powers to sub-committees consisting of such member or members of the Committee or of the Society as may be thought fit by the Committee.
c. authorise and direct the Common Seal of the Society to be affixed to any document and nominate the members of the Committee to sign such document.
d. make Regulations or By-laws dealing with any matter not provided for by these Rules, provided that such Regulation or By-laws are not repugnant to the provisions of the Incorporated Societies Act or to these rules.
e. open accounts with a bank or banks and vary the same from time to time, and instruct the Treasurer who shall deposit monies in these accounts as directed by the Committee, and to authorise two persons to authorise payments and other negotiable instruments for and on behalf of the Society.
16. At all meetings of the Committee five (5) members shall form a quorum.
ANNUAL GENERAL MEETING
17. The Annual General Meeting shall be held no later than August 31st in each year.
18. The business of an Annual General Meeting shall be to receive and consider the accounts and balance sheet and reports of the Committee and of the Auditor, to elect Officers and Members of the Committee and to transact any such business which under these Rules may be transacted at the General Meeting.
SPECIAL AND GENERAL MEETINGS
19. The Committee whenever it thinks fit, may convene a Special General Meeting and shall, on a requisition signed by five (5) members and stating the business for which such a meeting is required, convene a Special General Meeting.
20a. At all General Meetings of the Society each member other than members under the age of sixteen (16) shall have one vote. In the event of there being an equality of votes the Chairman shall have a casting vote in addition to a deliberative vote.
20b. Every question submitted to a meeting shall be decided in the first instance on the voices, and a declaration by the chairman that a resolution has been carried or lost on the voices and an entry in the Society’s Minute Book to that effect shall be conclusive evidence that such a resolution has been carried or lost as the case may be, provided that any members present and entitled to vote may demand a show of hands in which case the chairman shall take a show of hands or conduct a secret ballot and shall declare the resolution to have been carried or lost in accordance with the votes recorded.
21. At any General Meeting one third of the financial members shall form a quorum. Any General Meeting at which there shall not be a quorum thirty minutes after the hour for which such meeting shall be convened shall stand adjourned to such a date as shall be determined by a majority of the members present.
22. At least fourteen (14) days notice of the Annual General Meeting or a Special General Meeting shall be given to each member entitled to vote thereat. Such notice shall be in writing and shall state the date, place and hour of such meeting and the general nature of the business to be transacted, and shall be served by the Secretary upon each member either personally or by email addressed to each member at his/her email address as shown in the Register of Members. A member may request that the Notice and other documentation be sent to them through the post. All notices served by post shall be deemed to have been served on the second day after the same shall have been posted. Hard copy of the AGM Agenda, Reports and Resolutions must be available at the meeting.
23. Item 23: The financial year of the Society shall commence on the first day of July and shall end on the 30th day of June.
24. Annual subscriptions shall be such sums as the Annual General Meeting shall from time to time determine and shall be payable within one calendar month of the Annual General Meeting. The Annual General Meeting may determine special subscription rates.
25. Any Income, benefit or advantage shall be applied to the objectives of the organization. No member of the organization or any person associated with a member shall participate in or materially influence any decision made by the organization, in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever. Any such income shall be reasonable and relative to that which would be paid in an arms length transaction (being open market value). And the provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
26. The Registered Office of the Society shall be the Address of the Secretary or at any such place as may from time to time be determined
27. The Society shall have a Common Seal which shall be kept in the custody of the Secretary and not be affixed to any document or instrument except in the pursuance of a resolution of the Committee and in the presence of two members of the Committee who shall sign every document or instrument to which the Seal has been affixed
28. The Accounts of the Society shall be reviewed by the Accountant who shall not be a member of the Society, and who shall be elected annually at the Annual General Meeting of the Society.
ALTERATION TO RULES
28. These Rules may be altered, added to or rescinded at any Annual General Meeting or Special General Meeting subject to the following conditions
a. notice stating the general tenor of any proposed alteration or addition to the Rules shall be given to each member who is entitled to vote
b. the meeting may amend any proposals
c. no addition to or alteration of the non-profit aims, personal benefit clause or the winding up clause shall be made which affect the tax exemption status. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document
d. no resolution of any such meeting shall effect any alteration or addition to the Rules unless it be carried by a majority of at least two-thirds of the members present at such meeting and entitled to vote. No addition to or alteration or recession of rules shall be approved if it affects the winding up clause
29. The Society shall not be dissolved except pursuant to the provisions of “The Incorporated Societies Act” and if upon winding up or dissolution of the Society there remain after the satisfaction of all its debts and liabilities any property whatsoever the same not be paid to or distributed among the members of the Society but shall be given or transferred to some other society or societies having objects similar to the objects of the Society to be determined by the members of the Society at or before the time of dissolution and in default thereof by any judge of the Supreme Court of New Zealand.
30 In the construction of these Rules unless there is something inconsistent in the context
a. words signifying the singular shall include the plural and vice versa
b. words signifying males only shall extend to and include females
c. words signifying persons shall include bodies corporate mutatis mutandis