East Bay of Plenty Chamber of Commerce and Industry Incorporated
1.1 The name of the Chamber is 'East Bay of Plenty Chamber of Commerce and Industry Incorporated'. Reference to 'the Chamber' means 'East Bay of Plenty Chamber of Commerce and Industry Incorporated'.
1.2 The East Bay Chamber of Commerce and Industry Incorporated was incorporated under the Incorporated Societies Act 1908 on the 24t h day of July 1995.
2 Registered office
2.1 ' The Registered Office of the Chamber is GOnet House, 6 Wairere Street, Whakatane 3120, or another location as the Executive Board may determine from time to time.
3 Objects of the Chamber
3.1 The objects of the Chamber are to:
3.1.1 Work with businesses and agencies by providing leadership, advocacy, networking and support services to contribute to economic and social growth for the Eastern Bay of Plenty.
3.1.2 Undertake any activities necessary or helpful to the above purposes.
4 Governance of the Chamber
4.1 The Chamber shall be governed by an Executive Board with a membership of up to ten members as set out in these Rules.
4.2 The Board of Directors shall consist of the Immediate Past President, President Chairman, Vice President and up to seven (7) other members elected annually from the members in the manner prescribed by these rules. The President
4.3 The President shall be elected annually at the time of the Annual General Meeting (AGM) of the Chamber.
4.4 There shall be no maximum term for the President.
4.5 A President standing for a second or subsequent term of office must be nominated for re-election.
4.6 The President must be nominated from within the membership of the Executive Board, unless no existing Board member is willing to accept nomination. ... The Immediate Past-President
4.7 The Immediate Past-President will hold this position until such time as the incumbent President resigns from office, or the Immediate Past-President resigns from the Executive Board. Elected members of the Executive Board
4.8 At the time of the AGM, the members of the Chamber will elect up to eight members to the Executive Board (excluding the Immediate Past President and the President).
4.9 All members of the Executive Board will be eligible for re-election. Co-opted members of the Executive Board
4.10 The Executive Board will determine at its first meeting, or at any other meeting, if any additional members will be co-opted onto the Executive Board.
4.11 The maximum number of members of the Executive Board will be ten (10). including the President and Immediate Past President. Vice-President and Treasurer
4.12 At the first meeting of the Executive Board following the AGM the Executive Board will elect a Vice-President and a Treasurer from among its membership.
5 Election of the President and Executive Board
5.1 At least 28 days before an AGM or Special General Meeting (SGM) there will be a call for nominations for President and Executive Board members.
5.2 Each candidate will be proposed and seconded in writing by members of the Chamber.'
5.3 At least 14 days before the AGM or SGM the completed nomination forms will be received by the Chief Executive Officer (CEO).
5.4 If more than one nomination is received for the position of President an election will be held as set out in these rules.
5.5 If more than eight nominations are received for the positions of elected members of the Executive Board, an election will be held as set out in these rules. Election if required will be by paper ballot at the AGM. The votes will be counted by an independent returning officer and a scrutineer appointed by the CEO. ' '
5.6 An electronic voting process will be used, as follows: _ ^_
5.6.1 The voting for President and/or elected members of the Executive Board will take place at the AGM or, if circumstances require, before a SGM,-
5.6.2 At least 10 days before the AGM or SGM members will be provided with access details to electronic voting papers.
5.6.3 The electronic voting information will be accompanied by relevant biographical details of each of the nominees.
5.6.4 Each member shall have one vote for the President and be able to vote for up to eight members of the Executive Board.
5.6.5 Only fully paid financial members of the Chamber may vote in the election of the President and members of the Executive Board.
5.6.6 The votes will be counted by an independent returning officer and a scrutineer appointed by the CEO.
5.6.7 The returning officer will declare the result of the vote at the AGM or SGM and such declaration shall be final and conclusive.
5.6.8 The voting transactions will then be destroyed by the returning officer.
5.6.9 In the event that electronic voting is unavailable, incomplete or interrupted, the President reserves the right to call a paper ballot at a duly called AGM/SGM.
5.7 If the position of an Executive Board member becomes vacant between AGMs the Executive Board may co-opt another member to fill that vacancy until the next AGM.
6 Cessation of Executive Board membership
6.1 Persons cease to be Executive Board members when:
6.1.1 They resign by giving written notice to the Board.
6.1.2 The company or organisation they represent resigns its membership of the Chamber.
6.1.3 They fail to attend or offer an apology acceptable to the Executive Board for three consecutive meetings of the Executive Board.
6.1.4 They are removed by majority vote of the Executive Board.
6.2 If a person ceases to be a member of the Executive Board, that person must within one month return to the Executive Board all Chamber documents and property.
7 Roles of the Executive Board
The Board has a fiduciary responsibility to the Membership and exists to direct and control the Eastern Bay Chamber of Commerce on behalf of its Members. Its roles are:
- To govern
- To decide on the services that will be offered
- Risk Management
- Succession Planning
- To monitor the following: o Membership o Sponsorship o Stakeholder Relationships o Events
8 Chamber membership
8.1 Types of membership :
8.1.1 A member is either an Ordinary Member or a Life Member.
8.1.2 Ah Ordinary Member has the rights and responsibilities set out in these Rules
8.1.3 A Life Member is a person who is acknowledged as a longstanding member of the Chamber who has made a substantial contribution to the achievement of the purposes of the Chamber. A Life Member has all the rights and responsibilities of an Ordinary Member (including the right to vote), but does not have to pay fees, subscriptions, or levies.
8.2 Admission of members
8.2.1 To become an Ordinary Member, the applicant must complete an application form and supply any other information the Executive Board may require.
8.2.2 The Executive Board may interview the applicant when it considers membership applications.
8.2.3 The Executive Board will have complete discretion in deciding to grant membership to applicants. The Executive Board will advise applicants of its decision, and that decision will be final.
8.2.4 The Executive Board may recommend to the AGM or an SGM that the Chamber should grant Life Membership to an Ordinary Member.
8.2.5 Approval of the granting of Life Membership will be by majority vote at an AGM or SGM.
9 The register of members
9.1 The office of the Chamber will keep a register of members which will contain the business names; contact names; street, postal and email addresses; and telephone and fax numbers of all members. In addition, the dates on which they became members, will be kept.
9.2 If a member's details heid in the register change, that member will provide the new details to the Chamber.
10 Cessation of Chamber membership
10.1 Any member may resign by giving notice to the CEO.
10.2 A member may have his or her membership terminated in the following ways:
10.2.1 If the Executive Board is of the view that a member is breaching the Rules or acting in a manner inconsistent with the purposes of the Chamber, or that may bring the Chamber into disrepute, the Executive Board may give written notice of the member in which it is:
Explained how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Chamber.
Stated what the member must do in order to remedy the situation and that the member must write to the Executive Board giving reasons why the Executive Board should not terminate the member's membership.
Stated that if, within 14 days of the member receiving the notice, the Executive Board is not satisfied, the Executive Board may terminate the member's membership.
10.2.2 Three weeks after the member received the notice from the Executive Board, the Board may, by majority vote, terminate the member's membership by issuing a termination notice which takes immediate effect.
10.2.3 The termination notice must state that the member may appeal to the Executive Board by giving written notice to the CEO within 14 days of the member receiving the termination notice.
10.2.4 A member who has made a written appeal has the right to be fairly heard at a meeting of the Executive Board. The member may provide the CEO with a written explanation of the events as the member sees them and this explanation will be given to every member of the Executive Board at least four days before the meeting of the Board where the appeal will be heard.
10.2.5 When the member is heard at the Executive Board meeting, the member may question the members of the Executive Board.
10.2.6 After due consideration of the appeal, the Executive Board will decide by majority vote whether to let the termination stand, or whether to reinstate the member. The Executive Board's decision will be final.
11 Re-admission of former members
11.1 Former members who have resigned may apply for re-admission in the same way as new applicants.
11.2 If the former member's membership was terminated by the Executive Board, the applicant shall not be readmitted without the approval of the Executive Board by majority vote.
12 Obligations of members
12.1 All members shall promote the purposes of the Chamber and shall do nothing to bring the Chamber into disrepute.
13 Assets of the Chamber
13.1 The Chamber may only use money and other assets if:
It is for a purpose of the Chamber.
It is not for the personal or individual benefit of any member.
That use has been approved by either the Executive Board or by a majority vote at an AGM or SGM.
14 Subscriptions and joining fees
14.1 The Executive Board will decide what joining fee and subscription a member must pay in order to become and stay a member and how often this should be paid.
14.2 Annual subscriptions shall cover a 12 month period from the anniversary date of joining.
14.3 If a member does not pay the subscription by the date set by the Executive Board, that member shall have a further period of 28 days to pay the subscription. After the 28 day period, the member will (without being released from the obligation of payment) have no membership rights until all the arrears are paid.
15 Additional powers
15.1 The Chamber may, if authorized by the Executive Board:
15.1.1 Employ people for the purposes of the Chamber.
15.1.2 Invest money belonging to the Chamber.
15.1.3 Borrow money for the purposes of the Chamber and provide security for the loan.
16 Financial year
16.1 The financial year of the Chamber begins on 1 April of every year and ends on March 31s t of the next year.
17 Payment authorisations
17.1 Two office bearers of the Chamber will sign all payment authorisations, cheques and authorise all electronic bank payments drawn upon the Chamber's bank account.
17.2 The office bearers will be the President, the Vice-President, the CEO and such other persons authorised by the Executive Board.
18 Appointing an auditor or reviewer
18.1 At the AGM, the Chamber will by majority vote appoint someone to audit or review the accounts of the Chamber. The auditor or reviewer shall audit the Chamber's accounts, and certify them as correct.
18.2 The auditor or reviewer must be a member of the New Zealand Institute of Chartered Accountants.
18.3 If the Chamber appoints an auditor or reviewer who is, for some reason, unable to carry out the auditing role, the Executive Board will appoint another auditor or reviewer as a replacement.
19 The conduct of AGMs and SGMs
19.1 The AGM will be held once every year between 1 July and 31 August.
19.2 The Executive Board will determine when and where the AGM will be held.
19.3 SGMs may be called by the Executive Board. An SGM must be called if the CEO receives a written request signed by at least a quarter of the members.
19.4 The CEO will give members at least 14 days written notice of the business to.be conducted at an AGM or SGM. This notice will include any motions that will be put to the meeting, and the Executive Board's recommendations on these motions. If the CEO has sent notice to all members in good faith, the meeting and its business will not be invalidated simply because one or more members did not receive the notice.
19.5 A copy of the Annual Report will be available for each member attending an AGM.
19.6 The quorum for an AGM or SGM is 15 members of the Chamber.
19.7 AGMs and SGMs will be chaired by the President. If the President is absent, the Vice-President will chair the Meeting. If the Vice-President is also absent, the meeting will elect another Executive Board member to chair that meeting. The Chair will have a casting vote.
19.8 On any motion, the Chair will in good faith determine whether to vote by voices, show of hands, or secret ballot. If any member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot. The Chair will have a casting vote.
1.9.9 The business of an AGM will be: 19.9.1 Minutes of the previous AGM and any SGMs held since the previous AGM. 19.9.2 The President's report on the governance of the Chamber.
19.9.3 The Treasurer's financial report.
19.9.4 The CEO's report on the management of the Chamber.
19.9.5 Any other reports deemed appropriate by the President.
19.9.6 Announcement of the results of the election of the President and members of the Executive Board.
19.9.7 Appointment of the auditor or reviewer.
19.9.8 Motions to be considered.
19.9.9 General business.
20 Motions at AGMs and SGMs
20.1 Any member may request that a motion be added to the business of an AGM or SGM by giving written notice to the CEO at least 21 days before that meeting. The member may also provide information in support of the motion.
20.2 The Executive Board will decide whether or not the motion will be included in the business of the AGM or SGM. However, if the motion is signed by at least a quarter of all members of the Chamber it must be included in the agenda of the AGM or SGM. If a motion signed by at least a quarter of all members is not placed on the agenda then the moving member has the right to raise the motion at the AGM or SGM.
20.3 All members will be provided with a notice of motion of any item of general business to be placed before an AGM or SGM at least 14 days before the meeting. If the CEO fails to do this, the member has the right to raise the motion at the AGM or SGM.
20.4 The Executive Board may also put forward motions for the AGM or SGM,
21 Executive Board meetings
21.1 The quorum for an Executive Board meeting is half of the members.
21.2 The President shall chair Executive Board meetings. If the President is absent, the Vice-President shall chair the Executive Board meeting. If the Vice-President is also absent, the Executive Board shall elect an Executive Board member to chair that meeting.
21.3 Decisions of the Executive Board will be by majority vote.
21.4 The President or person acting as the Chair will have a casting vote.
21.5 Only Executive Board members present at an Executive Board meeting may vote at that meeting.
21.6 Subject to these Rules, the Executive Board may regulate its own practices.
22 Signing of documents
22.1 The Chamber will have a common seal.
22.2 ' A document will be executed on behalf of the Chamber if:
22.2.1 The common seal is attached to the document; and
22.2.2 The document is witnessed by any one of the President, VicePresident, or CEO and countersigned by one other member of the Executive Board.
23 Altering these Rules
23.1 The Chamber may alter or replace these Rules at an AGM or SGM by a resolution passed by two thirds of those members present and voting.
23.2 Any motion to amend or replace these Rules must be made available to members at least seven days before the AGM or SGM at which the motion is to be considered, and be accompanied by a written explanation of the reasons for the proposal and a recommendation from the Executive Board.
23.3 Any motion to change these Rules must have the support of at least two- thirds of the eligible voting members at the AGM or SGM.
23.4 No addition to or alteration or rescission of these Rules will be approved if it affects the not-for-profit, personal benefit or winding up clauses. The provisions and effect of this clause will be retained in any Rules replacing or amending these Rules.
23.5 When a Rule change is approved at an AGM or SGM, the President will file the change with the Registrar of Incorporated Societies. No Rule change will take effect until this is done.
24 Cheque Signing
All Cheques drawn upon the Chamber's bank account shall be signed by two (2) office bearers of the Chamber. The office bearers will be authorised by the Board.
25 Winding up
25.1 If the Chamber is wound up:
25.1.1 If within the capability of the Chamber at the time of winding up, the Chamber's debts, costs and liabilities will be paid.
25.1.2 On the winding up of the Society or on its dissolution by the Registrar, all surplus assets after the payment of costs, debts and liabilities shall be given to such exclusively charitable organisation . within New Zealand as the Executive decides, or if the Executive is unable to make such decisions, shall be disposed of in accordance with the directions of the High Court pursuant to section 27 of the Charitable Trust Act 1957.