FDP Board Rules

Rules of Feilding and District Promotion Incorporated

1. Name

1.1 The name of the society is Feilding & District Promotion Incorporated (“the Society”)

1.2 The society is constituted by resolution dated 23 March 2016.

2. Registered Office

2.1 The Registered Office of the Society is of CR Law, 19 Manchester Street, Feilding 4702.

3. Purposes of Society

3.1 The purposes of the Society are:

a) To play an active role in ensuring Feilding and Districts is and continues to be a great place to live, work, shop, and visit.

b) To be the preferred provider of community and local economic development services to the Local, Regional and Central Government, and other relevant parties.

c) To assist the implementation of the Regional Development Strategy by Local, Regional and Central Government, and other relevant parties.

d) To liaise with and between Local, Regional and Central Government entities, agencies and organizations, lwi and the wider community, to achieve positive outcomes for all Members in accordance with the stated purposes of the Society.

e) To provide financial accountability to funders and stakeholders by ensuring transparency of operations and measurable outputs.

f) To partner with community groups, volunteers, Local, Regional and Central Government agencies; and organizations to deliver local solutions that promote and enhance social, cultural and economic well-being for all members.

g) To secure ongoing funding from Manawatu District Council and other funders (local, regional and central) to further the purposes of the Society

h) To provide a central accessible entity that will become known as the core of the Feilding and Districts community.

i) Do anything necessary or helpful to the above purposes.

Society Membership

4. Members

4.1 Membership of the Society is open to all residents, ratepayers and business operators within the Manawatu District Council catchment area.

4.2 Members have the rights and responsibilities set out in these Rules.

4.3 To verify membership a person may be called upon to provide proof of residency within the Manawatu District Council catchment area.

5. Cessation of Membership

5.1 Membership of individual Members may be terminated if the Committee is of the view that that Member is no longer a resident of the Manawatu District Council catchment area, has breached these Rules or has acted in a manner inconsistent with the purposes of the Society

5.2 The Committee's decision as to Membership shall be final.

6. Obligations of Members

6.1 All Members shall promote the purposes of the Society. No Member shall do anything to bring the Society into disrepute or to undermine its stated purposes.

Management of the Society

7. Executive Committee

The Society shall have a managing Executive committee (“the Executive”).

7.3 In order to effectively govern on behalf the Society it is recorded that Executive positions are to be filled by candidates that reflect a broad cross-section of Members and who possess the skills, local involvement, and professional and personal experiences to effectively further the purposes of the Society.

7.4 Only Members of the Society may serve on the Executive.

7.5 The Executive will be appointed by the Members at the Annual General Meeting.

7.6 Written nominations for the Executive shall be received by the person named in the notice calling for nominations, not less than three (3) working days before the date of the Annual General Meeting.

7.7 The Executive committee Members will be appointed for a two year period and will stand down after their term of office however each Executive committee Member can be re-elected or re-appointed for further terms of office, on the basis that no Executive committee Member can serve for more than four consecutive terms.

7.8 If any Executive committee roles are vacant between Annual General Meetings that vacancy may be filled by the Executive, or the vacancy can remain unfilled until the next Annual General Meeting.

8. Appointment of Officers

8.1 The Executive shall appoint, by majority vote, a Chairperson, a Secretary, a Treasurer, and such other roles as the Executive shall decide, to be known as the Officers.

8.2 The Officers shall be elected annually by the Executive, at the first Executive committee meeting held after the Annual General Meeting.

8.3 No Chairperson shall serve for more than four (4) consecutive years as Chairperson. At the end of this term the outgoing Chairperson shall be eligible for election to a general Executive committee position, but shall be ineligible for re-election to the role of Chairperson.

9. Cessation of Executive Committee members

9.1 Persons cease to be an Executive committee member (and/or Officers) when:

a) They resign by giving written notice to the remaining Executive;

b) They are removed by majority vote of the Members at a Society Meeting (following receipt of a motion to so remove);

c) Their Term expires.

9.2. If any Committee Member (and/or Officer) is absent from three (3) consecutive meetings without leave of absence the Chairperson may declare that person's position to be vacant.

10. Management by the Executive

10.1 From the end of each Annual General Meeting until the end of the next, the Society shall be administered, managed and controlled by the Executive, which shall be accountable to the Members for the implementation of the policies of the Society as approved by any General Meeting.

10.2 Subject to these Rules and the resolution of any General Meeting, the Executive may exercise all the Society's powers, other than those required by statute or by these Rules to be exercised by the Society in General Meeting.

10.3 The Executive shall meet at such times and places and in such manner as it may determine and otherwise where and as convened by the Chairperson or Secretary.

10.4 All Executive meetings shall be chaired by the Chairperson or in the Chairperson's absence by such other Executive member elected for the purpose by the meeting, and any such Chairperson shall have a deliberative and casting vote.

10.5 The quorum for Executive meetings is at least half the Executive members.

10.6 The Executive may appoint subcommittees consisting of such persons as it thinks fit and with or without power to co-opt, but such subcommittees shall have no power to commit the Society to any financial expenditure without express authority by resolution of the Executive.

10.7 The Executive and any subcommittee may act by resolution approved by the Executive.

10.8 The Executive may from time to time make regulations for the conduct and control of Society activities.

10.9 The Chairperson shall, in addition to all other duties described in these rules, generally oversee and direct the affairs and business of the Society.

10.10 Other than as prescribed by statute or these Rules, the Executive may regulate Its proceedings as it thinks fit.

10.11 Subject to statute, these Rules and the resolutions of the General Meetings, the decisions of the Executive on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.

11. Secretary

11.1 The Secretary shall record the minutes of all General Meetings and Executive meetings, and all such minutes when confirmed by the next such meeting and signed by the Chairperson of that meeting shall be prima facie evidence that that meeting was duly called and shall prima facie be a true and correct record of what occurred at that meeting.

11.2 The Society shall hold the Society's records, documents, and books except those required for the Treasurer's function.

11.3 The Secretary shall deal with and answer correspondence and perform such other duties as directed by the Executive, including:

a) Forwarding the annual financial statements for the Society to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting:

b) Advising the Registrar of Incorporated Societies of any rule changes.

12. Treasurer

The Treasurer shall

12.1 Keep proper accounting records of the Society's financial transactions to allow the Society's financial position to be readily ascertained.

12.2 Liaise with the preparation of the annual financial statements for presentation at each Annual General Meeting.

12.3 Provide a financial report at each Annual General Meeting.

12.4 Provide financial information to the Executive as the Executive determines

Money and other assets of Society

13. Use of Money and Other Assets

13.1 The Society may only use Money and Other Assets if:

a) It is for a purpose of the Society;

b) It Is not for the sole personal or individual benefit of any Member; and

c) That Use has been approved by the Executive either by majority resolution or when setting the annual budget for the Society.

14. Additional Powers

14.1 The Society may:

a) Employ people for the purposes of the Society;

b) Exercise any power a trustee might exercise;

c) Invest in any investment that a trustee might invest in;

d) Borrow money and provide security for that if authorised by majority vote· at any Society Meeting.

15. Financial Year

15.1 The financial year of the Society begins on 1 July of every year and ends on 30 June of the next year.

16. Assurance on the Financial Statements

16.1 The Society shall appoint an Auditor to audit the annual financial statements of the Society. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with prudent accounting practice. The Auditor must be a suitably qualified person and preferably is a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Executive, or an employee of the Society.

16.2 The Executive is responsible to provide the auditor with:

a) Access to all information of which the Executive is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters

b) Additional Information that the auditor may request from the Executive for the purpose of the audit; and

c) Reasonable access to persons within the Society from whom the auditor determines it necessary to obtain evidence.

Conduct of meetings

17. Society Meetings

17.1 Society Meetings may be an Annual General Meeting, a Special General Meeting, or an Ordinary Meeting.

17.2 The Annual General Meeting shall be held once every year no later than six (6) months after the Society's balance date. The Executive shall determine when and where the Society shall meet within those dates.

17.3 The business of an Annual General Meeting shall be:

a) Receiving any minutes of the previous Society's Meeting(s};

b) The Chairperson's Report on the business of the Society;

c) The Treasurer's report on the finances of the Society;

d) The Annual Financial Statements;

e) Election of Executive committee members to fill roles that are vacant at that Annual General Meeting;

f) Motions to be considered;

g) General business.

17.4 The Quorum for an Annual General Meeting is no less than fifteen Members.

17.5 Decisions or motions at an Annual General Meeting can be passed by a majority of Members present at the Annual General Meeting.

17.6 Special General Meetings may be called by the Executive. The Executive must call a Special General Meeting if the Secretary receives a written request signed by at least 75% of the Executive.

17.7 The Secretary shall:

a) Give all Members at least fourteen (14) days written notice of the business to be conducted at any Society Meeting.

b) Additionally, the Secretary will provide (as appropriate) a copy of the Chairperson's Report on the Society's operations, notice of any motions from Members (whether Executive motions or otherwise), the Executive's recommendations about those motions, copies of the Annual Financial Statements.

c) For the Annual General Meeting the Secretary shall also provide a list of nominees for the Executive committee.

Miscellaneous

18. Altering the Rules

18.1 The Society may (subject to clauses 18.4 and 18.5 below) altar or replace these Rules at a Society Meeting by a resolution passed by at least 75% of the Members present at the Society Meeting.

18.2 At least fourteen (14) days before the meeting at which any Rule change Is to be considered the Secretary shall publish notice of the proposed motion, the reasons for the proposal, and any recommendations of the Executive.

18.3 When a Rule change is approved It shall not take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.

18.4 The Rule relating to the length of term of the Chairperson may not be altered pursuant to clause 18.1 unless the resolution of Members is accompanied by a resolution of 100% of the Executive.

18.5 No addition or alteration of the aims, personal benefit clause or the winding up clause shall be made which affect the non profit body 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.

19. Winding up

19.1 Any property left after the organization has been wound up or dissolved, and all its debts and liabilities paid, shall not be paid to or distributed among the members of the Society, but rather must be given or transferred to another organization or body with similar objectives, or to some other charitable organization or purpose within New Zealand.

20. Pecuniary gain

20.1 Pecuniary gain is not a purpose of the Society, and notwithstanding any other provision, the Society shall not expand any money:

a) Other than to further purposes recognized by law, nor

b) For the sole personal or individual benefit of any Member.

20.2 Specifically, no Member or person who is associated with a Member of the organization shall derive any Income, benefit. or advantage from the Society where they can materially Influence the payment of the income, benefit or advantage. The exception are where it is derived from:

a) Professional services lo the organization carried out in the course of business that are charged at a rate that Is not greater than the current market rates; or

b) Interest on money lent at a rate that is not greater than the current market rates.

21. Common seal

21.1 The Committee shall provide a common seal for the Society and may from time to time replace It with a new one.

21.2. The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the Chairperson and countersigned by the Secretary or a member of the Committee.

22. General

22.1 Matters not covered in the rules shall be decided upon by the Executive.

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