Association Rules

THE RULES OF THE PRADER-WILLI SYNDROME ASSOCIATION (NZ) INCORPORATED

1. NAME
1.1 The name of the society is the "PRADER-WILLI SYNDROME ASSOCIATION (NZ) INCORPORATED" (the "Society").

2. OBJECTS AND POWERS
2.1 The objects for which the Society is established are:

2.11 to preserve, foster and promote generally the rights, interest and welfare of those persons in New Zealand with or in any way affected by the Prader-Willi Syndrome ("PWS"). This may be through acting as a support group and providing a living environment where people with this type of disability or others identified by the Society can live as full and satisfying lives as possible within the community;

2.1.2 to promote public awareness and to foster public understanding of PWS and its associated problems and disorders;

2.1.3 to provide a forum for the discussion and resolution of substantial issues or matters in relation to PWS;

2.1.4 to sponsor and to provide input to the areas of research regarding PWS

2.2 The Society shall have the following powers:

2.2.1 to purchase, take on lease or in exchange or on hire or otherwise acquire any real or personal property and any rights or privileges the Society shall think necessary or desirable for the purposes of attaining the objects of the Society of any of them or promoting the interests of its Members and to sell, exchange, maintain, improve, let on bail, lease with or without option of purchase, hire manage, control, invest, reserve, dispose of in any manner or otherwise deal with any property or privileges as aforesaid;

2.2.2 to use the funds of the Society as the Society may consider necessary or proper in payment of the costs and expenses of furthering or carrying out the objects of the Society or any of them including the employment of Society solicitors, agents, officers and services as shall appear necessary or expedient;

2.2.3 to advance, deposit or lend money to or with such persons, firms unincorporated bodies and corporations, secured or unsecured, and on such terms as the Society may consider expedient;

2.2.4 to borrow or raise or to secure the payment of money in such manner and upon such conditions as the Society shall think fit, and in particular by the issue of or upon bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the Society or by mortgage or charge upon all or any part of the property of the Society;

2.2.5 to assist any charity or charitable purpose by such financial or other means as the Society may deem fit.

2.2.6 to employ staff and engage agents and appoint representatives;

2.2.7 to engage in prosecution, defend and otherwise take any legal action or legal proceedings on behalf of the Society or any of its affiliated bodies and for that purpose to extend such monies and employ such solicitors, counsel and other advisors as the Society may deem necessary;

2.2.8 to edit, print, publish, distribute magazines, posters, newspapers, books, pamphlets and other literature;

2.2.9 to join and affiliate with any person or other organisation of whatever kind and having similar objects;

2.2.10 to apply for and acquire any licences or permits deemed necessary by the Society;

2.2.11 to open and operate trading and savings accounts; and

2.2.12 to do all such things as are, or may be, incidental or conducive to the attainment of the above objects.

3. MEMBERSHIP

3.1 The Society will consist of members (the "Members") each being persons with an interest in PWS, including those with PWS and any members of their family.

3.2 Any person or group desiring to become a Member shall make application for membership and be accepted and approved by the Chairperson or the Executive of the Society.

3.3 Membership may be terminated by:

3.3.1 the Member, who shall give notice in writing to the Society; or

3.3.2 expulsion following a vote of at least three fourths of the full Board to that effect. Such an expulsion is only to be undertaken following determination that:
(i) there has been a severe disregard of the Rules of the Society by that Member; or
(ii) that Member's conduct has been detrimental to the interests or reputation of the Society.
3.4 Termination of membership shall not relieve that Member from liability for fees, subscriptions, levies, or other liabilities which have been incurred or arisen prior to termination

4. OFFICERS

4.1 The affairs of the Society will be administered by the full Board comprising the Chairperson, Secretary, and Treasurer (each an "Officer" and together the "Officers") (the "executive") and ordinary Committee members.

4.2 The Members shall nominate Officers of the Executive and Board from among the Members. Such persons may hold office after such nomination, provided however that if more than one person seeks a certain office, the Secretary shall organise a postal vote of the Members. The person receiving the majority of votes shall hold that office.

4.3 A member of the Board can hold more than one office concurrently if necessary.
4.4 The Society may appoint any other executive officers and any contractors or agents it considers necessary to manage its affairs under such terms and conditions as it considers fit.
4.5 In the absence of any written agreement to the contrary the Society may remove at its pleasure any Officer, executive officer, contractor or agent.


5. MEETINGS OF THE SOCIETY

5.1 The Society's financial year shall be from 1 January to 31 December.

5.2 The Society shall hold an Annual General Meeting at any time no later than 3 months after the end of the financial year. At least fourteen (14) clear days notice shall be given by the Secretary to all Members of the date of the Annual General Meeting.

5.3 At the Annual General Meeting the following items shall be covered:

5.3.1 minutes of previous annual general meeting;
5.3.2 annual report;
5.3.3 annual financial statements;
5.3.4 appointment of any Officer, executive officer, contractor or agent;
5.3.5 other general business.

5.4 Any Member may call a special meeting of the Society (a "Special General Meeting") at any time. Notice of any such meeting shall specify the general nature of the business to be transacted thereat. It shall be the responsibility of the Member calling the meeting to provide notice of the meeting and to arrange a date on which at least 10% of the Members are able to attend.

5.5 The Society may fix a quorum necessary for the transaction of business and unless so fixed such quorum shall be at least 10% of Members.

5.6 Decisions of the Society needing to be made by vote will be determined by simple majority vote, unless otherwise specified In these Rules, and on the basis of one vote for each Member. A Member may vote by proxy on any question submitted to the decision of a meeting of the Society. The instrument appointing a proxy shall be in writing under the hand of the appointor and shall be deposited with the Secretary not less than 48 hours before the time appointed for the meeting at which the proxy is to be used.

5.7 In the event of there being an equality of votes on any motion the President shall have a second or casting vote.

5.8 If in the opinion of any two Members or the Chairperson or the Secretary it is not necessary to call a meeting to decide any matters, the Secretary shall be empowered to obtain the decision of the Members by letter, telephone, email telegram or facsimile. Any such decision shall constitute a valid resolution of the Society and shall be confirmed and recorded in the minutes of the next meeting.

6. MEETINGS OF COMMITTEE

6.1 Any member of the Board may call a meeting of the Board at any time. Notice of any such meeting shall specify the general nature of the business to be transacted thereat. It shall be the responsibility of the person calling the meeting to provide notice of the meeting and to arrange a date at which at least 50% of the members of the Board are able to attend.

6.2 The Quorum for the transaction of business at such a meeting shall be at least 50% of the members of the Board.

6.3 Any member of the Board who is absent from three consecutive meetings of the Board without reasons acceptable to the Board shall be deemed to have resigned as a member of the Board.

6.4 At all meetings of the Board and of any subcommittee appointed by the Board, each member thereof shall be entitled to one vote.

6.5 Decisions of the Board and of any sub0committee appointed by the Board shall be decided by simple majority of those members of the Board present unless otherwise specified in these Rules on the basis of one vote for each member thereof, and in the event of there being an equality of votes on any motion the Chairperson shall have a second or casting vote.

7. SERVICE OF NOTICES

7.1 Every notice required to be given to any Member shall be deemed to have been duly delivered:
7.1.1 in the case of notice by mail, three days after the date of posting if posted in a prepaid letter addressed to the Member at his/her last known place of business;
7.1.2 in case of notice by email or facsimile the date of delivery.

8. COMMON SEAL

8.1 The common seal of the Society shall be that agreed upon by the Members who shall nominate an Officer to be responsible for the safe custody and control thereof.
8.2 Whenever the common seal of the Society is required to be affixed to any deed, document in writing or other instrument the seal shall be affixed pursuant to a resolution of the Society by any two Members or Officers of the Society and the persons so affixing the seal shall at the same time sign the document to which the seal is so affixed.

9. FEES

9.1 Each Member shall pay to the Society any fee, subscription or levy which may be determined and set by the Society in order to carry out its function

10. CONTROL AND USE OF FUNDS

10.1 All monies received by or on behalf of the Society shall forthwith be paid to the credit of the Society in an account with the Trustee Savings Bank, Karori, Wellington or other bank from time to time to be fixed by the Society and all cheques or withdrawal slips drawn on the account shall be signed by the Treasurer and one other member of the Committee authorised for that purpose by the Society.

11. INSPECTION OF BOOKS

11.1 Persons having an interest in the funds of the Society and duly authorised by the Society may inspect the books and accounts of the Society at the registered office of the Society at any reasonable time upon making application to the Treasurer or the National Co-ordinator.

12. DISSOLUTION OF SURPLUS ASSETS

12.1 The Society may be wound up by:

12.1.1 the Society passing a resolution in favour of winding up by a simple majority of the Members present at the General Meeting considering the proposal to wind up; and

12.1.2 the confirmation of the resolution referred to in 12.1.1 by a simple majority of the Members present at a subsequent General Meeting called for this purpose and held not earlier than 30 days after the date on which the resolution so to be confirmed was passed.
12.2 If on winding up or dissolution of the Society there remains surplus assets after payment of the Society's liabilities and the expenses of winding up, the surplus assets should not be paid to or distributed among the members of the Society or persons with PWS, but shall be given or transferred to some other charitable society or body having objects similar to the objects of the Society or for some other charitable purpose within New Zealand to be determined by the trustees, or in default thereof, by a Judge of the High Court of New Zealand.

13. REGULATIONS

13.1 The Society may from time to time by resolution in general meeting make amend or rescind regulations not inconsistent with these Rules governing procedure at its meetings and publication (if any) of reports thereof and of the business of the Society in the press.

14. ALTERATIONS OF RULES

14.1 These rules may be altered added to or rescinded or otherwise amended by a resolution passed by a two-thirds majority of those present and voting at an Annual General Meeting or at a Special General Meeting called for that purpose of which fourteen days' notice has been given.

14.2 Every such notice shall set forth the text and purpose of the proposed alteration addition rescission or other amendment.

14.3 Duplicate copies of every such alteration addition or rescission or amendment shall forthwith to be delivered to the Registrar in accordance with the requirements of the Incorporated Societies Act 1908.

15. REGISTERED OFFICE

15.1 The registered office of the Society shall be at 8 Mallam Street, Karori, Wellington, or at such other place as may from time to time be determined by the Society.

15.2 Notice of every change of situation of the registered office shall be duly sent to the Registrar in accordance with the Incorporated Societies Act 1908.

16. MATTERS NOT PROVIDED FOR

16.1 In case any matter or subject shall at any time be found not to be provided for in these Rules or in case any doubt shall arise as to the interpretation, effect or construction of any rule of the Society or of any condition or regulation of sale or of any purpose, subject or matter, every such matter or doubt shall be determined by the Executive, whose decision shall be final.

17. PERSONAL PECUNIARY BENEFIT

17.1 No member of the Society or any other person associated with the Society shall be entitled to receive any benefit, advantage or income from the Society or determine or materially influence in any way the determination or nature or amount of any such benefit, advantage or income in a manner which would result in the income of the Society being subject to Income Tax pursuant to section 61(27) of the Income Tax Act 1976.