The Society
1. Name
The name of the society is Glendene Community Society Incorporated ("the Society")
The society is constituted by resolution dated 18 September 2014.
2. Registered Office
The registered office of the society is at the place designated by the board of the Society.

3. Purposes of Society
The purposes of the society are to:
3.1 Provide community projects that will improve facilities and amenities to benefit the community and make Glendene more attractive and safe, such as community garden projects.
3.2 Promote community spirit and a sense of pride and belonging by organising events open to the general public that will bring the community together, for example barbecues and community fun days.
3.3 Promote and provide community activities that add value and provide support to the community, for example support groups for new mothers, caregivers of special needs children and friendship groups for older people.
3.4 Advance education by providing programmes and activities to the community to enable them to gain skills to build stronger families and a stronger community, such as activity programmes for children and gardening or cooking classes.
3.5 Relieve poverty by collaborating with other charitable organisations to provide services that assist those in need, for example curtain bank and budgeting services.
3.6 Pecuniary gain is not a purpose of the Society.

GOVERNANCE OF THE SOCIETY

4. Board of Directors
4.1 The society shall have a board of directors (“the board”), comprising:
4.1.1 Five (5) persons elected by the members.
4.1.2 Up to two (2) members appointed by the board who shall have full
voting rights.

4.2 Only members of the society may be board members.
4.3 Staff employed by the society can also be members of the society. However no staff member employed by the society can be a member of the board.

5. Appointment of Board Members
5.1 At the Annual General Meeting each year, those members aged 18 years and over shall elect sufficient board members to fill the vacant positions for elected board members.
5.2 The term of a board member shall be two (2) years and after this term,
members shall be eligible for re-selection for a further two (2) years making a total maximum of four (4) years.
5.3 Board members are only eligible for two (2), two (2) year terms, the second of which is subject to their being re-elected.
5.4 The board may co-opt up to two (2) additional members to ensure sufficient skills are on the board. The co-opted members shall be entitled to participate in board meetings and have a vote in board decisions.
5.5 The board shall elect, from among themselves, a chairperson at the first meeting after each AGM.
5.6 A treasurer is to be appointed by the board within one (1) month of the AGM.
The treasurer may be either an elected board member or a co-opted member.
5.7 The board may appoint a secretary who must be a member of the board.
5.8 The board may appoint a minute taker who attends meetings but does not have voting or speaking rights unless they are already a member of the board.
5.9 If at any time the board membership falls below four (4) elected members, the remaining members of the board are required to request the member with the most votes who did not make the Board at the AGM to join the Board. If this does not achieve four (4) elected members, the Board must convene a special general meeting within two (2) months of the date at which the board’s elected membership goes below four (4) for the specific purpose of electing a new board member to bring the Board membership to four (4).
6. Cessation of Board Membership
6.1 The board by 75% decision has the right to terminate the membership of a board member:
6.1.1 If a member fails to attend three (3) consecutive meetings of the board without the approval of the board.
6.1.2 If a member breaches the board’s Code of Conduct, or in any way
prevents or restricts the board in the performance of its role.
6.2 A person will immediately cease to be a board member when she or he:
6.2.1 Resigns in writing.
6.2.2 Dies.
6.2.3 Is a spouse, defacto partner or close relative of the manager / senior
staff member.
6.2.4 Is dismissed under the provisions of these rules.
6.2.5 Is declared bankrupt.
6.2.6 Is found to be a mentally disordered person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or
subsequent enactment.
6.2.7 Is prohibited from being an officer of an incorporated society or a
director or taking part in the management of an incorporated or
unincorporated body under the Companies Act 1993, the Securities
Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993
(or their successors).
6.2.8 Is subject to a property order made under the Protection of Personal
and Property Rights Act 1988.
6.2.9 Is removed by majority vote of the society at a society meeting.
6.2.10 Completes their term of office.
6.3 If a person ceases to be a board member, that person must, within one (1) month, give to the board all society documents and property.
7. Nomination of Board Members
7.1 Nominations for members of the board shall be called for at least 21 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 seventh day before the Annual General Meeting.
7.2 If insufficient nominations are received to fill all vacant positions, the board may, after the AGM, appoint suitable members of the society to the vacancies.
7.3 If the position of any board member or office holder becomes vacant between Annual General Meetings, the board may appoint another society member to fill that vacancy until the next Annual General Meeting.
8. Role of the Board
8.1 Subject to the rules of the society (“The Rules”), the role of the board is to:
8.1.1 Administer, manage, and control the governance of the society.
8.1.2 Carry out the purposes of the society, and use money or other assets
to do that.
8.1.3 Manage the society’s financial affairs, including approving the annual
financial statements for presentation to the members at the Annual
General Meetings.
8.1.4 Set accounting policies in line with generally accepted accounting
practice.
8.1.5 Decide the times and dates for meetings, and set the agenda for
meetings.
8.1.6 Decide the procedures for dealing with complaints.
8.1.7 Set membership fees, including subscriptions and levies.
8.1.8 Make regulations.
8.2 The board has all of the powers of the society, unless the board’s power is limited by these rules, or by a majority decision of the society.
8.3 Decisions of the board bind the society, unless the board’s power is limited by these rules or by a majority decision of the society.
8.4 The board may appoint sub-committees to address any specific matters. Such sub-committees must include at least one board member and may be appointed and disbanded as the need arises. Sub-committees may not commit the society to any event, financial or contractual commitment unless the board has given prior approval.
8.5 A key role of an incumbent board is that of facilitating an orderly, transparent and democratic transition from the elected board to the newly elected board before and after an AGM has been held for the benefit of the Society as a whole.
9. Roles of Board Officers
9.1 All members of the board owe to the society the following duties:
9.1.1 To act in good faith and in the best interests of the society, and use
powers for a proper purpose.
9.1.2 To comply with the Incorporated Societies Act and with the society's
constitution, except where the constitution contravenes the Act.
9.1.3 To exercise the degree of care and diligence that a reasonable person with the same responsibilities within the society would exercise in the circumstances applying at the time.
9.1.4 To not allow the activities of the society to be carried on recklessly or
in a manner that is likely to create a substantial risk of serious loss to
the society’s creditors.
9.1.5 To not allow the society to incur obligations that the officer does not
reasonably believe will be fulfilled.
9.2 The Chairperson is responsible for:
9.2.1 Ensuring that the rules are followed.
9.2.2 Convening meetings and establishing whether or not a quorum (half of the board) is present.
9.2.3 Chairing meetings, deciding who may speak and when.
9.2.4 Overseeing the operation of the society.
9.2.5 Providing a report on the operations of the society at each Annual
General Meeting.
9.3 The Secretary is responsible for:
9.3.1 Ensuring the minutes of meetings are recorded and filed.
9.3.2 Keeping the register of members.
9.3.3 Holding the society's records, documents, and books except those
required for the treasurer’s function.
9.3.4 Receiving and replying to correspondence as required by the board.
9.3.5 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.
9.3.6 Advising the Registrar of Incorporated Societies of any rule changes.
9.4 The Treasurer is responsible for:
9.4.1 Keeping proper accounting records of the society’s financial
transactions to allow the society’s financial position to be readily
ascertained.
9.4.2 Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the society’s accounting policies.
9.4.3 Providing a financial report at each Annual General Meeting.
9.4.4 Providing financial information to the board as the board determines.
10. Board Meetings
10.1 Board meetings may be held via video or telephone conference, or other formats as the board may decide.
10.2 No board meeting may be held unless more than half of the board members attend. (This will constitute the quorum)
10.3 The Chair shall chair board meetings, or if the Chair is absent, the board shall elect a board member to chair that meeting.
10.4 All motions put to the board will, if possible, be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands, unless otherwise determined by the board.
10.5 If the vote is tied, then the motion is lost.
10.6 Only board members present at a board meeting may vote at that board meeting.
10.7 The board will meet at a minimum six (6) times every year.
10.8 The board will give at least seven (7) days’ notice of any meeting.
10.9 The secretary will ensure that a record of minutes is maintained which is available to any member of the society and which, for each meeting of the board, records:
10.9.1 The names of those present.
10.9.2 Decisions made by the board.
10.9.3 Any other matters discussed at the meeting.
10.10 A resolution in writing signed or consented to by email, facsimile or other forms of visible or other electronic communication by the majority of the board shall be valid as if it had been passed at a meeting of the board. Any such resolution is required to be ratified at the next meeting of the board.
10.11 The board will at all times be bound by the decisions of the members at general meetings.
10.12 The Chair of the meeting shall adjourn a meeting if necessary if within half an hour after the time appointed for a meeting a quorum is not present. The meeting shall stand adjourned to a day, time and place determined by the Chair of the society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments.
11. Officer Liability
11.1 The society shall indemnify all board members:
11.1.1 For the costs incurred in defending criminal or civil proceedings
relating to liability for his or her actions as an officer where judgment is
given in favour of the officer or he or she is acquitted.
11.1.2 Against liability to third parties for the officer's actions in his or her capacity as an officer (and for costs relating to any claim or
proceedings relating to that liability), not including any criminal liability
or any liability resulting from any breach of the duty to act in good faith
and in the best interests of the society.
11.1.3 By arranging insurance for an officer in respect of liability (except
criminal liability) for any acts or omissions committed by the officer in
his or her capacity as an officer.

Society membership
12. Membership
12.1 Membership of the society shall be open to people who support the ideas and aims of the society for the betterment and progress of the Glendene community.
13. Admission of Members
13.1 To become a member, a person (“the Applicant”) must complete an application form.
14. 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 board requires.
14.4 Members shall have reasonable access to the register of members.

15. Cessation of Membership
15.1 Any member may resign by giving written notice to the Secretary.
15.2 The board may, in its absolute discretion, terminate the membership of any member whom it considers is not acting in the best interests of the society. Any member so affected shall receive written notification of at least seven (7) days prior to the holding of a board meeting at which termination of that member’s membership shall be discussed. The affected member shall have the right to present his or her case with or without an advocate and/or witnesses, either in person or in writing. The consensus decision of the board members present at this meeting shall be notified in writing to the effected member. No subsequent Board may reinstate the membership of the member until the term of their suspension has been completed.
16. Obligations of Members
16.1 All members (and board members) shall promote the purposes of the society and shall do nothing to bring the society into disrepute.
17. Use of any income, benefit or advantage will be applied to the charitable purposes of the society.
17.1 No members of the society or board or any person associated with a member shall participate in or materially influence any decision made by the members in respect of any payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever.
17.2 Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).
17.3 The provision and effect of this clause shall not be removed from these rules
and shall be implied into any document replacing these rules.
18. Additional Powers
18.1 The society may:
18.1.1 Employ people for the purposes of the society.
18.1.2 Invest in bank term deposits.
18.1.3 Buy, sell, exchange, develop and mortgage property.
18.1.4 Borrow money and give security for it.
18.1.5 Issue negotiable instruments (i.e. cheques).
18.1.6 Receive and make gifts.
18.1.7 Enter contracts and leases.
18.1.8 Belong to other societies or associations whether or not incorporated, which have similar purposes or purposes beneficial to the society.
18.1.9 Do all things as may from time to time be necessary or desirable to
enable the board to give effect to and attain the charitable purposes of
the society.
19. Financial Year
19.1 The financial year of the society begins on 1 July of every year and ends on 31 June of the next year.
20. Assurance on the Financial Statements
20.1 The society shall appoint an appropriately qualified person to audit or review the annual financial statements of the society.
20.2 The auditor or reviewer must not be a member of the board, or an employee or member of the society.
20.3 If the society appoints an auditor or reviewer who is unable to act for some reason, the board shall appoint a replacement.
20.4 The board is responsible to provide the auditor or reviewer with:
20.4.1 Access to all information of which the board is aware that is relevant to the preparation of the financial statements such as records,
documentation and other matters.
20.4.2 Additional information that the auditor or reviewer may request from the board for the purpose of the review; and
20.4.3 Reasonable access to persons within the society from whom the
auditor or reviewer determines it necessary to obtain evidence.

21. Society Meetings
21.1 A society meeting is either an Annual General Meeting or a Special General Meeting.
21.2 The Annual General Meeting shall be held once every year no later than four (4) months after the society’s balance date. The board shall determine when and where the society shall meet for this purpose.
21.3 Special General Meetings may be called by the board. The board must call a Special General Meeting if the secretary receives a written request signed by at least 15 eligible members. If a valid request is received by members, the Special General Meeting must be held within two (2) months of the request being received.
21.4 The Secretary shall give all members at least 28 days’ notice of the date and location of the meeting, and at least 14 days written notice of the business to be conducted at any society meeting.
21.5 Additionally, the secretary will provide where appropriate:
21.5.1 A copy of the Chair’s report on the society’s operation.
21.5.2 The annual financial statements.
21.5.3 A list of nominees for vacant positions on the board, and information about those nominees if it has been provided.
21.5.4 Notice of any motions and the board’s recommendations about those motions.

21.6 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.
21.7 All members may attend and vote at society meetings.
21.8 No society meeting may be held unless at least 20 eligible members attend. (This will constitute a quorum.)
21.9 All society meetings shall be chaired by the Chair. If the Chair is absent, the society shall elect another board member to chair that meeting. Any person chairing a society meeting has a casting vote.
21.10 On any given motion at a society meeting, the Chair shall in good faith determine whether to vote by:
21.10.1 Voices,
21.10.2 Show of hands, or
21.10.3 Secret ballot.
21.11 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 will have a casting, that is, second vote.
21.12 Only members present at the meeting may vote at that meeting.
21.13 The business of an Annual General Meeting shall be:
21.13.1 Receiving any minutes of the previous society’s meeting(s).

21.13.2 The Chair’s report on the business of the society.
21.13.3 The Treasurer’s report on the finances of the society, and the Annual Financial Statements.
21.13.4 Election of board members.
21.13.5 Motions to be considered.
21.13.6 General business.
21.14 The Chair or his/her nominee shall adjourn the meeting if necessary.
21.15 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 of the society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair may with the consent of any society 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.
22. Motions at Society Meetings
22.1 Any member may request that a motion be voted on (“Member’s Motion”) at a particular society meeting, by giving written notice to the Secretary at least 20 days before that meeting. The member may also provide information in support of the motion (“Member’s Information”).
22.2 The board may in its absolute discretion decide whether or not the society will vote on the motion. However, if the member’s motion is signed by at least 15 eligible members, it must be voted on at the society meeting chosen by the member; and the secretary must give the member’s information to all members at least 14 days before the society meeting chosen by the member; or if the secretary fails to do this, the member has the right to raise the motion at the following society meeting.
22.3 The board may also decide to put forward motions for the society to vote on (“Board Motions”) which shall be suitably notified.
23. Common seal
23.1 The board shall provide a common seal for the society and may from time to time replace it with a new one.
23.2 The Secretary shall have custody of the common seal, which shall only be used by the authority of the board.
23.3 Every document to which the common seal is affixed shall be signed by the Chair and countersigned by the Secretary or a member of the board.
24. Altering the Rules
24.1 The society may alter or replace these rules at a society meeting by a
resolution passed by a two-thirds majority of those members present and
voting provided that no amendment:
24.1.1 Shall detract from the charitable nature of the society.
24.1.2 Shall result in the distribution of its assets on winding up or dissolution for any purpose that is not exclusively charitable.
24.1.3 Shall give power to extend the society’s operations beyond New
Zealand.

24.2 Any proposed motion to amend or replace these rules shall be signed by a proposer and seconder and given in writing to the Secretary at least 20 days before the society meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
24.3 At least 14 days before the society meeting at which any rule change is to be considered, the Secretary shall give to all members written notice of any proposed motions, the reasons for the proposals, and any recommendations the Board has.
24.4 When a rule change is approved by a society meeting no rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.
25. Mediation and Arbitration
25.1 Any dispute arising out of or relating to these rules may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between parties. Mediation may be initiated by either party writing to the other party and identifying the dispute that is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ institute of new Zealand Inc.
25.2 The mediation shall be terminated by-
25.2.1 The signing of a settlement agreement by the parties; or
25.2.2 Notice to the parties by the mediator, after consultation with the
parties, to the effect that further efforts at mediation are no longer
justified; or
25.2.3 Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
25.2.4 The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.
25.3 If the mediation should be terminated as provided as above, any dispute or difference arising out of or in connection with these rules, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty-one (21) days, then an arbitrator to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
26. Winding up
Upon the winding up of the society, all surplus assets, after the payment of costs, debts and liabilities will be given to other charitable organisation/s within New Zealand as the members will decide. If the society is unable to make such a decision, the surplus assets will be disposed of in accordance with the directions of the High Court or the Incorporated Societies Act 1908.

27. Definitions and Miscellaneous matters
In these Rules:
27.1 “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.
27.2 “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
27.3 “Society Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Board Meeting.
27.4 “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.
27.5 “Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
27.6 It is assumed that
27.6.1 Where a masculine is used, the feminine is included
27.6.2 Where the singular is used, plural forms of the noun are also inferred
27.6.3 Headings are a matter of reference and not a part of the rules
Matters not covered in these rules shall be decided upon by the Board.