THE CONSTITUTION OF

THE ASSOCIATION OF BAND AND ORCHESTRA DIRECTORS’ AOTEAROA (NZ) INCORPORATED

Proposed May, 2017

 NAME

 The name of the Association is “THE ASSOCIATION OF BAND AND ORCHESTRA DIRECTORS’ AOTEAROA (NZ) INCORPORATED” (in these rules called “the Association”)

REGISTERED OFFICE

   PO Box 48121, Silverstream, Upper Hutt. 5142

PURPOSES OF THE ASSOCIATION

3.1     The purposes of the Association are to:

  1. encourage and support the development and growth of instrumental music directors and conductors in NZ. Catering for: Schools, Community, Professionals;
  2. to promote, foster and practice the art of training and directing Groups;
  3. to promote public awareness and appreciation of the Groups;
  4. to provide the opportunity for any person to participate in the direction, training and performance of the Groups;
  5. to provide community access to the performance and demonstration of the work of the Groups;
  6. to present opportunities for the study of, tuition in and training in the art of directing, and a forum for the free discussion of all matters related to the Purposes;
  7. to co-operate and affiliate with other agencies, individuals or others with similar interests to those of the Association;
  8. to pursue a standard of excellence in respect of all the Purposes and activities of the Association; and
  9. to do all things, and to take all actions expedient and conducive to the achievement of these Purposes.
  • Pecuniary gain is not a purpose of the Association.

3.3     The property and income of the Association shall be applied solely towards the promotion of the objects or purposes of the Association, and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to Members of the Association, except in good faith in the promotion of these objects or purposes.

INTERPRETATION

  1. 1. In the Rules of this Constitution, unless the contrary intention appears:
    1. “Annual Subscription” means the sum of money to be paid in accordance with Rule 6;
    2. “Band” means Concert, Brass, Symphonic, Jazz, School or Marching band; Wind Ensemble or any other group of instruments other than those defined as Orchestra that perform as a musical group;
    3. “Committee” means the Committee of Management of the Association;
    4. “Director” means a conductor or person who is involved in the administration, establishment or training of a Group;
    5. “General Meeting” means a general meeting of members convened in Accordance with Rule 12 of this document;
    6. “Group” means any of the above bands or orchestras;
    7. “Member” means a member of the Association;
    8. “Orchestra” means Symphony, Chamber or String orchestra or String Ensemble;
    9. “Ordinary Member of the Committee” means a member of the Committee who is not an officer of the Association under Rule 22;
    10. “The Act” means the Incorporated Societies Act 1908; and
    11. “The Regulations” means regulations under the

 

4.2         In these Rules, a reference to the Secretary of an Association is a reference:-

  1. where a person holds office under these Rules as Secretary of the Association- to that person
  2. in any other case, to the public officer of the Association.

 

Managing Committee

5.1       The Association shall have a managing committee (“the Committee”), comprising the following persons:

The Chair/President;

The Secretary;

The Treasurer; and

Such other Members as the Association shall decide.

5.2       Only Members of the Association may be Committee Members.

5.3       There shall be a minimum of three Committee Members, in addition to the Officers.

Appointment of Committee Members

6.1       At an Association Meeting, the Members may decide by majority vote:

How large the Committee will be;

Who shall be the Chair/President, Secretary, and Treasurer;

Whether any Committee Member may hold more than one position as an officer;

How long each person will be a Committee Member (”the Term”).

Cessation of Committee Membership

7.1       Persons cease to be Committee Members when:

They resign by giving written notice to the Committee.

They are removed by majority vote of the Association at an Association Meeting.

Their Term expires.

7.2       If a person ceases to be a Committee Member, that person must within one month give to the Committee all Association documents and property.

Nomination of Committee Members

8.1        Nominations for members of the Committee shall be called for at least 28 days before an Annual General Meeting. Each candidate shall be proposed and seconded in writing by Members and the completed nomination delivered to the Secretary. Nominations shall close at 5pm on the fifth day before the Annual General Meeting. [See also rule 21.4(b)] All retiring members of the Committee shall be eligible for re-election.

8.2       If the position of any Officer becomes vacant between Annual General Meetings, the Committee may appoint another Committee Member to fill that vacancy until the next Annual General Meeting.

8.3       If the position of any Committee Member becomes vacant between Annual General Meetings, the Committee may appoint another Association Member to fill that vacancy until the next Annual General Meeting.

8.4       If any Committee Member is absent from three consecutive meetings without leave of absence the Chair/President may declare that person’s position to be vacant.

Role of the Committee

9.1       Subject to the rules of the Association (“The Rules”), the role of the Committee is to:

  • Administer, manage, and control the Association;
  • Carry out the purposes of the Association, and Use Money or Other Assets to do that;
  • Manage the Association’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
  • Set accounting policies in line with generally accepted accounting practice
  • Delegate responsibility and co-opt members where necessary
  • Ensure that all Members follow the Rules;
  • Decide how a person becomes a Member, and how a person stops being a Member;
  • Decide the times and dates for Meetings, and set the agenda for Meetings;
  • Decide the procedures for dealing with complaints;
  • Set Membership fees, including subscriptions and levies;
  • Make regulations.

9.2       The Committee has all of the powers of the Association unless the Committee’s power is limited by these Rules, or by a majority decision of the Association.

9.3       All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the Chair/President shall have a casting vote, that is, a second vote.

9.4       Decisions of the Committee bind the Association unless the Committee’s power is limited by these Rules or by a majority decision of the Association.

Roles of Committee Members

10.1     The Chair/President is responsible for:

  • Ensuring that the Rules are followed;
  • Convening Meetings and establishing whether or not a quorum (half of the Committee) is present;
  • Chairing Meetings, deciding who may speak and when;
  • Overseeing the operation of the Association;
  • Providing a report on the operations of the Association at each Annual General Meeting.

10.2     The Secretary is responsible for:

  • Recording the minutes of Meetings;
  • Keeping the Register of Members;
  • Holding the Association’s records, documents, and books except those required for the Treasurer’s function;
  • Receiving and replying to correspondence as required by the Committee;
  • Forwarding the annual financial statements for the Association to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting.
  • Advising the Registrar of Incorporated Societies of any rule changes;

10.3     The Treasurer is responsible for:

  • Keeping proper accounting records of the Association’s financial transactions to allow the Association’s financial position to be readily ascertained;
  • Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies’ accounting policies (see 8.1.d).
  • Providing a financial report at each Annual General Meeting;
  • Providing financial information to the Committee as the Committee determines.

Committee Meetings

11.1     Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide;

11.2     No Committee Meeting may be held unless more than half of the Committee Members attend;

11.3     The Chair/President shall chair Committee Meetings, or if the Chair/President is absent, the Committee shall elect a Committee Member to chair that meeting;

11.4     Decisions of the Committee shall be by majority vote;

11.5     The Chair/President or person acting as Chair/President has a casting vote, that is, a second vote;

11.6     Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.

11.7     Subject to these Rules, the Committee may regulate its own practices;

11.8     The Chair/President or his nominee shall adjourn the meeting if necessary.

11.9     Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair/President/ of the Association, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair/President may with the consent of any Association Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

APPLICATION FOR MEMBERSHIP

 

Types of Members

12.1     Membership may comprise different classes of membership as decided by the Association.

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

Admission of Members

13.1     To become a Member, a person (“the Applicant”) must:

Complete an application form, if the Rules, Bylaws or Committee requires this; and

Supply any other information the Committee requires.

13.2     The Committee may interview the Applicant when it considers Membership applications.

13.3     The Committee shall have complete discretion when it decides whether or not to allow the Applicant become a Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.

The Register of Members

14.1     The Secretary shall keep a register of Members (“the Register”), which shall contain the names, the postal and email addresses and telephone numbers of all Members, and the dates at which they became Members.

14.2     If a Member’s contact details change, that Member shall give the new postal or email address or telephone number to the Secretary.

14.3     Each Member shall provide such other details as the Committee requires.

14.4     Members shall have reasonable access to the Register of Members.

Cessation of Membership

15.1     Any Member may resign by giving written notice to the Secretary.

15.2     Membership terminated in the following way:

  1. If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Association, the Committee may give written notice of this to the Member (“the Committee’s Notice”). The Committee’s Notice must:
    1. Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Association;
    2. State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member’s Membership.
    3. State that if, within 14 days of the Member receiving the Committee’s Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member’s Membership.
    4. State that if the Committee terminates the Member’s Membership, the Member may appeal to the Association.
  2. Fourteen days after the Member received the Committee’s Notice, the Committee may in its absolute discretion by majority vote terminate the Member’s Membership by giving the Member written notice (“Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Association at the next Meeting by giving written notice to the Secretary (“Member’s Notice”) within 14 days of the Member’s receipt of the Termination Notice.
  3. If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at a Association Meeting held within the following 28 days. If the Member chooses, the Member may provide the Secretary with a written explanation of the events as the Member sees them (“the Member’s Explanation”), and the Member may require the Secretary to give the Member’s Explanation to every other Member within 7 days of the Secretary receiving the Member’s Explanation. If the Member is not satisfied that the other Association Members have had sufficient time to consider the Member’s Explanation, the Member may defer his or her right to be heard until the following Association Meeting.
  4. When the Member is heard at a Association Meeting, the Association may question the Member and the Committee Members.
  5. The Association shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Association’s decision will be final.

Obligations of Members

16.1     All Members (and Committee Members) shall promote the purposes of the Association and shall do nothing to bring the Association into disrepute.

 

ANNUAL SUBSCRIPTION

 

Use of Money and Other Assets

17.1     The Association may only Use Money and Other Assets if:

  1. It is for a purpose of the Association;
  2. It is not for the sole personal or individual benefit of any Member; and
  3. That Use has been approved by either the Committee or by majority vote of the Association.

Joining Fees, Subscriptions and Levies

18.1     If any Member does not pay a Subscription or levy by the date set by the Committee or the Association, the Secretary will give written notice that, unless the arrears are paid by a nominated date, the Membership will be terminated. After that date, the Member shall (without being released from the obligation of payment of any sums due to the Association) have no Membership rights and shall not be entitled to participate in any Association activity.

Additional Powers

19.1     The Association may:

  1. Employ people for the purposes of the Association;
  2. Exercise any power a trustee might exercise;
  3. Invest in any investment that a trustee might invest in;
  4. Borrow money and provide security for that if authorised by Majority vote at any Association Meeting.

Financial Year

20.1     The financial year of the Association begins on May 1 of every year and ends on April 30 of the next year.

 

Assurance on the Financial Statements

Explanation: The organisation needs to consider what assurance over the financial statements it wants or needs. If a reviewer is required, use paragraph 21.1, if an auditor, use paragraphs 21.2, or use 21.3.

21.1     The Association shall appoint an accountant to review the annual financial statements of the Association (“the Reviewer”). The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer’s attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Association’s accounting policies. The Reviewer must be a suitably qualified person, preferably a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Association. If the Association appoints a Reviewer who is unable to act for some reason, the Committee shall appoint another Reviewer as a replacement.

The Committee is responsible for providing the Reviewer with:

  1. Access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters
  2. Additional information that the reviewer may request from the Committee for the purpose of the review; and
  3. Reasonable access to persons within the Association from whom the reviewer determines it necessary to obtain evidence.

21.2     The Association shall appoint an Auditor to audit the annual financial statements of the Association. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Association’s accounting policies. The Auditor must be a suitably qualified person. and preferably be a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Association. If the Association appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement.

The Committee is responsible for providing the auditor with:

  1. Access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters
  2. Additional information that the auditor may request from the Committee for the purpose of the audit; and
  3. Reasonable access to persons within the Association from whom the auditor determines it necessary to obtain evidence.

21.3     No review or audit of the annual financial statements is required unless a review or audit is requested by 5% of the Members at any properly convened Association Meeting.

 

CONDUCT OF MEETINGS

 

Association Meetings

22.1     An Association Meeting is either an Annual General Meeting or a Special General Meeting.

22.2     The Annual General Meeting shall be held once every year no later than five months after the Association’s balance date. The Committee shall determine when and where the Association shall meet within those dates.

22.3     Special General Meetings may be called by the Committee. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 10% of the Members.

22.4     The Secretary shall:

  1. Give all Members at least 14 days Written Notice of the business to be conducted at any Association Meeting
  2. Additionally, the Secretary will provide, appropriate:
  3. A copy of the Chair/President’s Report on the Association’s operations and of the Annual Financial Statements as approved by the Committee,
  4. A list of Nominees for the Committee, and information about those Nominees if it has been provided. (The Secretary must not provide Members with information exceeding one side of an A4 sheet of paper per Nominee)
  5. Notice of any motions and the Committee’s recommendations about those motions.
  6. If the Secretary has sent a notice to all Members in good faith, the Meeting and its business will not be invalidated simply because one or more Members do not receive the notice.

22.5     All Members may attend and vote at Association Meetings.

22.6     No Association Meeting may be held unless at least [number] % of eligible Members attend. (This will constitute a quorum.)

22.7     All Association Meetings shall be Chaired by the Chair/President. If the Chair/President is absent, the Association shall elect another Committee Member to Chair that meeting. Any person Chairing a Association Meeting has a casting vote.

22.8     On any given motion at an Association Meeting, the Chair/President shall in good faith determine whether to vote by:

  1. Voices;
  2. Show of hands; or
  3. Secret ballot.

However, if any Member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot. If a secret ballot is held, the Chair/President will have a casting, that is, second vote.

22.9     The business of an Annual General Meeting shall be:

  1. Receiving any minutes of the previous Association’s Meeting(s);
  2. The Chair/President’s report on the business of the Association;
  3. The Treasurer’s report on the finances of the Association, and the Annual Financial Statements;
  4. Election of Committee Members;
  5. Motions to be considered;
  6. General business.

22.10   The Chair/President or his nominee shall adjourn the meeting if necessary.

22.11   Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair/President of the Association, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair/President may with the consent of any Association Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Motions at Association Meetings

23.1     Any Member may request that a motion is voted on (“Member’s Motion”) at a particular Association Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion (“Member’s Information”). The Committee may in its absolute discretion decide whether or not the Association will vote on the motion. However, if the Member’s Motion is signed by at least [number] % of eligible Members:

  1. It must be voted on at the Association Meeting chosen by the Member; and
  2. The Secretary must give the Member’s Information to all Members at least 14 days before the Association Meeting chosen by the Member; or
  3. If the Secretary fails to do this, the Member has the right to raise the motion at the following Association Meeting.

23.2     The Committee may also decide to put forward motions for the Association to vote on (“Committee Motions”) which shall be suitably notified.

DISPUTES AND MEDIATION

  • The grievance procedure set out in this rule applies to disputes under these Rules between –
    1. a Member and another Member; or
    2. a Member and the Association.
  • The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all of the parties.
  • If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within ten (10) days, hold a meeting in the presence of a mediator.
  • The mediator must be:
    1. a person is chosen by agreement between the parties; or
    2. in the absence of an agreement:
      1. in the case of a dispute between a Member and another Member, a person appointed by the Committee of the Association; and
      2. in the case of a dispute between a Member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
  • A Member of the Association can be a mediator.
  • The mediator cannot be a Member who is a party to the dispute.
  • The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
  • The mediator, in conducting the mediation, must –
    1. give the parties to the mediation process every opportunity to be heard; and
    2. allow due consideration by all parties of any written statement submitted by any party; and
    3. ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
  • The mediator must not determine the dispute.
  • If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act otherwise at law.

PROCEEDINGS OF COMMITTEE

 The Committee shall meet at least three (3) times in each year at such place and such times as the Committee may determine.

  • Special meetings of the Committee may be convened by the President or by any four (4) of the Members of the Committee.
  • Notice shall be given to Members of the Committee of any special general meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
  • At least one-half of the Members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
  • No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to a time and a place to be determined by the Chairman unless the meeting was a special meeting in which case it lapses.
  • At meetings of the Committee:
    1. the President or in his absence the Vice-President shall take the Chair; and
    2. if the President and the Vice-President are absent, such one of the remaining Members of the Committee as may be chosen by the Members present shall take the Chair.
  • Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such a manner as the Chairman may determine.
  • Each Member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the Chairman) is entitled to one vote and, in the event of an equality of votes on any question, the Chairman may exercise a second or casting vote.
  • Oral or written notice of a meeting of the Committee shall be given by the Secretary to each Member of the Committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.
  • Subject to Rule 26.4, the Committee may act notwithstanding any vacancy on the Committee.

SECRETARY

 26.1     The Secretary of the Association shall keep minutes of the resolutions and proceedings of  each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.

TREASURER

 The Treasurer of the Association:

    1. shall collect and receive all monies due to the Association and make all payments authorised by the Association; and
    2. shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
  • The accounts and books referred to in Rule 28.1 shall be available for inspection by Members upon written request.

REMOVAL OF MEMBER OF COMMITTEE

 The Association in general meeting may by resolution remove any Member of the Committee before the expiration of his term of office, and appoint another Member in his stead to hold office until the expiration of the term of the first-mentioned Member.

  • Where the Member to whom a proposed resolution referred in Rule 29.1 makes representation in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representation to each Member of the Association or, if they are not so sent, the Member may require that they be read out at the meeting.

SPECIAL RESOLUTIONS

 

    • A special resolution must be passed at a general meeting of the Association to effect the following changes:
      1. a change of the name of the Association;
      2. a change of the rules of the Association;
      3. a change in the objects of the Association;
      4. an amalgamation with another incorporated Association;
      5. to voluntarily wind up the Association and distribute assets of the Association in accordance with the provisions of the Act; and/or
      6. to apply for registration as a Company or a Co-operative.
  • special resolution shall be passed in the following manner:
    1. a notice must be sent to all Members advising that a general meeting is to be held to consider a special resolution;
    2. the notice must give details of the proposed special resolution and give at least twenty- eight (28) days’ notice of the meeting;
    3. a quorum of Members must be present at the meeting;
    4. at least three-quarters of those Members present must vote in favour of the resolution.

 ALTERING THE RULES

 

30.1     The Association may alter or replace these Rules at an Association Meeting by a resolution passed by a two-thirds majority of those Members present and voting.

30.2     Any proposed motion to amend or replace these Rules shall be signed by at least [number] % of eligible Members and given in writing to the Secretary at least 28 days before the Association Meeting at which the motion is to be considered and accompanied by a written explanation of the reasons for the proposal.

30.3     At least 14 days before the General Meeting at which any Rule change is to be considered the Secretary shall give to all Members written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.

30.4     When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies

 

BYLAWS

 

Bylaws to govern the Association

31.1     The Committee may from time-to-time make, alter or rescind bylaws for the general management of the Association, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws shall be binding on members of the Association. A copy of the bylaws, for the time being, shall be available for inspection by any member on request to the Secretary.

 

WINDING UP

32.1     If the Association is wound up:

  1. The Association’s debts, costs and liabilities shall be paid;
  2. Surplus Money and Other Assets of the Association may be disposed of:
  3. By resolution; or
  4. According to the provisions of the Incorporated Societies Act 1908; but
  5. No distribution may be made to any Member;
  6. The surplus Money and Other Assets shall be distributed to: [see S.27 of the Act]
  7. [Stipulate one or more organisations/purposes].

 

DEFINITIONS

Definitions and Miscellaneous matters

33.1 In these Rules:

  1. “Majority vote” means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.
  2. “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Association.
  3. “Association Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
  4. “Use Money or Other Assets” means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, Money or Other Assets.
  5. “Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
  6. It is assumed that
  7. Where a masculine is used, the feminine is included
  8. Where the singular is used, plural forms of the noun are also inferred
  9. Headings are a matter of reference and not a part of the rules
  10. Matters not covered in these rules shall be decided upon by the Committee.