1.1 The name of the Association is: 国产午夜福's College Old Boys' Association (Incorporated). (鈥渢he Association鈥�)
Registered Office
2.1 The registered office of the Association is at 33 Rolleston Avenue, 国产午夜福church, or such other place within the City of 国产午夜福church as the General Committee of the Association (鈥渢he Committee鈥�) from time to time decides.
Objects
3.1 The objects of the Association are to further the objects for which 国产午夜福鈥檚 College (鈥渢he School鈥�) was originally founded and to promote the interests of the School and its Old Boys in such manner as the Committee determines.
Membership
4.1 There are the following classes of membership of the Association:
4.1.1 Honorary Life Members;
4.1.2 Life Members;
4.1.3 Ordinary Members;
4.1.4 Associate Members.
4.2 Candidates for admission to life and ordinary membership of the Association shall apply in writing to the Secretary of the Association (鈥渢he Secretary鈥�).
4.3 Election of all candidates for membership (other than Honorary Life Members) shall be by the Committee.
4.4 Candidates for ordinary membership of the Association shall be elected by a majority present and voting at any meeting of the Committee.
Honorary Life Members
5.1 Honorary Life Membership may be conferred on any person in appreciation for services to the School or the Association or who has greatly distinguished himself or herself.
5.2 Election as an Honorary Life Member must be on the recommendation of the Committee.
5.3 Before making any recommendation, the Committee must consider and those present must unanimously adopt the proposal at two separate Committee meetings held within 12 months prior to a general meeting of the Association at which the recommendation is to be considered.
5.4 Honorary Life Members shall be elected at a general meeting of the Association after written notice of the proposal has been given to all members of the Association.
5.5 Honorary Life Members shall enjoy all the privileges of membership including election to office without being called on for any subscription.
Life Members
6.1 On paying the Life Membership fee set by the Committee from time to time, any member or if not already a member, any Old Boy, becomes a Life Member of the Association and is exempt from payment of further annual subscriptions.
Ordinary and Life Members
7.1 Only Old Boys of the School are eligible to be Ordinary or Life Members of the Association.
Associate Members
8.1 The following persons shall be Associate Members of the Association while holding office or while serving on the staff of the School as the case may be:
8.1.1 The Warden; and
8.1.2 All academic staff of the School.
8.1.3 Any other person who the Committee considers warrants conferment of membership by reason of his or her association with the School or the Association.
8.2 An Associate Member shall enjoy all the privileges of membership (except election to office) without being called on for any subscription.
Termination of Membership
9.1 Membership of the Association terminates:
9.1.1 On the death of the member;
9.1.2 On the acceptance by the Committee of a written resignation provided that the member鈥檚 subscription payments are up-to-date;
9.1.3 On the passing of a resolution at a meeting of the Committee by a majority of not less than 75% of the members present, provided that;
9.1.3.1 every member of the Committee has been given at least 7 days鈥� notice in writing of such a meeting and of the matters proposed to be considered in respect of the membership of the member; and
9.1.3.2 the member concerned has been given similar notice and the opportunity to appear before and be heard by the Committee.
9.1.4 If the Committee has exercised its power under Rule 10.2.
9.2 Any member may be reinstated by the Committee on such terms as it may decide.
Annual Subscriptions
10.1 The annual Association membership subscription shall be determined by the Committee from time to time and be payable for the period from 1 January to 31 December in each year (or such other period determined by the Committee) and shall become due and payable in advance on 1 day of January in each year (or such other day as determined by the Committee).
10.2 The Treasurer shall inform the Committee of the names of all members who have failed to pay their subscriptions within 1 month (or such other period determined by the Committee) of due date and the Committee may terminate the membership of such members.
10.3 The Committee may waive or excuse payment by any member of all or part of the annual subscription for any year.
Officers
11.1 The officers of the Association are:
11.1.1 The President; and
11.1.2 The Vice President; and
11.1.3 The Treasurer.
The Committee
12.1 There shall be a General Committee of the Association consisting of the officers together with:
12.1.1 Not more than 5 but not less than 3 members to be elected by the Association at the annual general meeting.
12.1.2 Not more than 2 additional members to be appointed by the Committee one of whom must be:
12.1.2.1 Board Member - if a member of the Board of Governors (鈥渢he Board鈥�) of the School is not elected as an officer or member of the Committee then one of the additional members shall be a member of the Board. That member shall be removed from the Committee if he is no longer on the Board and replaced by the Committee with another member of the Board.
12.2 Members of the Committee shall serve until the next annual general meeting.
12.3 Any member of the Committee failing to attend 3 consecutive meetings of the Committee without leave shall cease to be a member of the Committee.
12.4 Should any member of the Committee die or resign or cease to be a member through non-attendance, the Committee shall appoint another member to fill the vacancy.
12.5 The President or the Secretary may call meetings of the Committee at any time.
12.6 The Committee shall regulate and order all proceedings at its meetings in such manner as it thinks fit.
Elections
13.1 Officers of the shall be elected at the annual general meeting of the Association and shall continue in office until their successors are elected provided that the maximum term of office of the President shall be 2 successive years. Candidates shall be proposed by at least one member of the Association and seconded by one other member in writing and each candidate shall also signify his consent to nomination in writing. Nominations and the candidate鈥檚 consent to nomination must be in the hands of the Secretary not later than 28 clear days before the date of the annual general meeting.
13.2 Members of the Committee other than those appointed pursuant to Rule 12.1.2 shall be elected at the annual general meeting of the Association. Candidates shall be proposed by 1 member of the Association and seconded by 1 other member in writing and each candidate shall signify his consent to nomination in writing. Nominations and the candidates鈥� consent to nominations must be in the hands of the Secretary not later than noon 28 clear days before the date of the annual general meeting. At the annual general meeting if nominations have not been received for the Committee members required to be elected under Rule 12.1.1 then the Chairman of the annual general meeting may call for nominations from the floor for the remaining Committee positions.
Length of Service
14.1 Any member who has been a member of the Committee for 4 successive years must resign at the annual general meeting that is the 4th anniversary of that member joining the Committee but shall be eligible for re-election for up to 4 further years but at the end of that 4 year period will not be eligible for election or appointment as a member of the Committee for the next succeeding year.
Quorum
15.1 The quorum for any meeting of the Committee shall be 2 officers and 3 other members of the Committee present throughout the meeting.
Committee Powers
16.1 The Committee shall control all funds of the Association including the Old Boys鈥� Scholarship Fund and all other special funds (which are to be kept separate from its general funds), and control and manage its affairs with power to appoint sub-committees for any purposes the Committee determines and to co-opt the members of such sub-committees and generally shall have power to do all such things as are necessary to carry out the objects of the Association.
Specific Committee Powers
17.1 Without in any way restricting the powers of the Committee contained in Rule 16.1 the Committee shall have full power:
17.1.1 To borrow money for the purpose of the Association on such terms as the Committee thinks fit and with or without giving security for payment;
17.1.2 To purchase, take on lease or otherwise acquire any real or personal property and any rights or privileges either necessary or convenient for the purposes of the Association and to erect, maintain, improve, or alter any building or premises as may be required;
17.1.3 To borrow on mortgage of any of the real or personal property of the Association or other obligation or securities of the Association;
17.1.4 To invest and deal with the funds of the Association upon such securities and in such manner as the Committee thinks fit;
17.1.5 To sell, lease, exchange, mortgage, or otherwise deal with all or any of the real and personal property of the Association.
Secretary
18.1 A Secretary shall be appointed by the Committee from time to time at such remuneration and on such terms as the Committee may decide and the Secretary shall be subject to the sole control of the Committee.
18.2 The Secretary shall conduct the affairs of the Association and its correspondence.
18.3 The Secretary shall keep full and correct minutes of all Committee and general meetings of the Association and shall produce them at all meetings.
18.4 The Secretary shall keep a list of members with their addresses and shall notify them of all general meetings of the Association.
18.5 The list of members shall be open for inspection by members at all reasonable times.
18.6 The position of the Secretary is that of an employee of the Association and as a consequence the Secretary shall hold no other office with the Association and in attendance at meetings, the Secretary shall not be one of the numbers required to form a quorum and shall not be entitled to vote on any matter.
Treasurer
19.1 The Treasurer shall be a member of the Association.
19.2 All monies payable to the Association shall be paid to the Secretary or Treasurer.
19.3 The Treasurer shall submit to the annual general meeting a statement of the assets and liabilities of the Association as at 31 October (or such other date determined by the Committee to be the balance date of the Association) last preceding, together with an account of the revenue and expenditure for the 12 months (or such other period as the case may be) preceding such date.
Auditor
Prior to being presented at the annual general meeting the financial statements shall, at the discretion of the Committee, be either audited or reviewed, within the meaning of the New Zealand auditing and assurance standards, by a member of the Institute of Chartered Accountants of New Zealand or by a firm comprising members of that Institute who shall be appointed by the Committee.
Bank Accounts
21.1 The Association shall hold all funds in the Association鈥檚 name.
21.2 Bank accounts shall be operated on the signature of 2 persons, being any 2 officers or an officer and the Secretary or the Secretary and 1 member of the Committee.
Common Seal and Contracting
22.1 The Association shall provide a Common Seal which shall be in the custody of the Secretary.
22.2 The Association shall not enter into any contract unless the entering into of that contract has received the prior approval of the Committee provided that any two of the Secretary and the officers may authorise the entry into a contract by the Association that would incur an obligation of no more than $500 (or such other amount as the Committee determines from time to time) without the prior approval of the Committee but the entry into any such contract will, for the record, be disclosed at the next meeting of the Committee.
22.3 Where a contract must be made under the Common Seal of the Association the affixing of the Common Seal must take place in the presence of 2 officers or 1 officer and the secretary or any 2 members of the Committee.
22.4 Where a contract does not need to be made under the Common Seal of the Association that contract must be signed on behalf of the Association by an officer or the Secretary.
22.5 A Register separately recording all contracts entered into by the Association shall be kept by the Secretary.
General Meetings and Quorum
23.1 The annual general meeting of the Association shall be held on such day as the Committee shall determine not being later than 18 from the date of the previous annual general meeting.
23.2 A special general meeting may be called by;
23.2.1 the President; or
23.2.2 by a majority of the Committee present at a Committee meeting; or
23.2.3 by the secretary on receipt of a requisition signed by not less than 20 members of the Association;
and such meeting shall be held within 30 days of such call or requisition.
23.3 At all general meetings 20 members present shall form a quorum
23.4 No member whose subscription is in arrears for more than one year shall be entitled to vote at any general meeting or be included for the purposes of establishing a quorum.
Notice of General Meeting
24.1 Not less than 14 clear days notice, specifying the place, date and hour of meeting, and the purpose for which any general meeting is to be held, shall be given as provided in Rule 26.
Voting at General Meetings
25.1 At the Chairman鈥檚 discretion the method of voting at all general meetings shall be either by voice or a show of hands, except that the Chairman may order a ballot to be taken on any motion submitted to the meeting. The Chairman of the meeting shall have a casting vote in addition to the vote to which he is entitled as a member.
Notices
26.1 Subject to Rule 26.4, all notices under these rules shall be in writing addressed to the member at the address from time to time held by the Secretary for that member.
26.2 Delivery may be effected by hand, by post (with postage prepaid), facsimile or e-mail.
26.3 Any notice given under this Rule shall be deemed to have been received:
26.3.1 at the time of delivery, if delivered by hand;
26.3.2 on the next business day after the date of mailing, if sent by post, facsimile or e-mail.
26.4 Notice of any general meeting shall be deemed to have been effectively given if the notice is included in the 鈥淨uadrangle鈥� newsletter or any replacement publication and the notice shall be deemed to have been received on the next business day after the date of mailing, if sent by post, facsimile or e-mail.
The Quadrangle
27.1 Every member of the Association shall be entitled to receive 鈥淭he Quadrangle鈥� or any other newsletter as is published by the Association from time to time.
Disposition of Property on Winding Up
28.1 The funds and property of the Association shall be applied solely in promotion of the objects set out in these rules and in the event of the winding up of the Association all its property shall be transferred to the Governing Body of 国产午夜福鈥檚 College for the general purposes of the College or applied to such other charitable purpose within New Zealand as shall be determined by a special general meeting of the members of the Association.
Alteration to Rules
29.1 Any of these rules may be added to or altered or repealed by the resolution of a majority of the members present at the annual general meeting, or at a special general meeting called for the purpose.
29.2 No rule may be adopted, amended or repealed if it nullifies the charitable status or the objects of the Association.
29.3 If any rule is added to or altered or repealed in breach of Rule 29.2 new rules which restore the charitable status and objects of the Association shall immediately be instituted by the Committee.
29.4 Notice of any rule change shall be given in accordance with Rule 24.1.
By-Laws
30.1 The Committee may make by-laws for regulating and carrying out the affairs of the Association.
Interpretation
31.1 The decision of the Committee on the interpretation of the rules, or on any matter or thing not contained in these rules, but pertaining to the Association, its property or interests, shall be conclusive and binding on all members until revoked at a general meeting.
Local Branches
Membership
32.1. Branches of the Association consisting of not less than 20 members of the Association (or such other number as the Committee may determine or approve) may be formed in any district approved by the Committee..
Officers
33.1. The officers of a branch shall consist of a Chairman and Hon. Secretary/ Treasurer, and on appointment their names shall be forwarded to the Secretary of the Association. Branches may elect Committees if they think fit.
Election of Members
34.1. Candidates for admission to membership of the Association who reside in a district in which a branch exists may submit their names in writing to the Secretary/Treasurer of the branch for forwarding on to the Secretary of the Association.
Capitation Feeds
35.1. All annual subscriptions shall be paid directly to the Association. The Committee shall allocate such funds to each branch as it may decide upon from time to time.
Regulations
36.1. Subject to Rules 32 to 35 and the other rules of the Association, branches may draw up such rules as they think fit.
Old Boys' Scholarship Fund
Advisory Trustees
37.1. The Old Boys鈥� Scholarship Fund (鈥渢he Fund鈥�) shall be administered, subject to the following rules, by Advisory Trustees appointed by the Committee.
37.2. The Advisory Trustees shall be the President and three other members of the Association who shall each hold office for a period of three years, one to retire each year and to be eligible for re-election.
Capital of the Fund
38.1. The capital account of the Fund shall comprise the sum of $1100.00 transferred by approval of a General Meeting of the Association held on the 12th October 1922, from the Reserve Fund of the Association, and such further amounts as shall be added to the capital account as provided under Rule 4 hereof and otherwise at the discretion of the Committee from time to time.
Subscriptions
39.1. A proportion of all leaver life subscriptions as determined by the Committee from time to time shall be transferred to the capital account of the Fund.
Management of Fund and Scholarships
40.1 The Advisory Trustees shall have the widest possible discretion as to the value of scholarships, the mode of selection of Scholars and the rules governing them, subject to the following provisos:
40.1.1 The rules may be altered or added to by the Committee provided that not less than fourteen days notice shall be given of any such proposed alteration.
40.1.2 No Scholarship shall be recommended by the Advisory Trustees without the Headmaster鈥檚 prior approval. The Headmaster shall have the right to withdraw his approval of a Scholarship at any time and at his discretion.
40.1.3 The Committee of the Association shall make the formal award of the Scholarships.
40.1.4 In awarding Scholarships the following points shall be taken into consideration:
40.1.4.1 The character of the candidates and their potential to raise the general standards of the School.
40.1.4.2 The proficiency of the candidates in scholarship.
40.1.4.3 The financial position of the candidates and their parents.
40.1.4.4 Scholarships may be awarded to a boy who is not yet a pupil of the School or to any one who is already a pupil of the School and whose parents are unable to keep him there any longer without financial assistance.
40.1.4.5 Preference shall be given to sons of Old Boys, but no one shall be excluded from consideration.
40.1.5 Nominations for Scholarships shall be received from anyone up to the 30th September in each year and shall be made in writing to the Secretary.
