Rules of Remuera Heritage Incorporated 

1. Name

The name of the Society shall be:  Remuera Heritage Incorporated (hereinafter called “the Society”).

2. Aims 

2.1 The objective of the Society shall be to recognise, appreciate, preserve and share our New Zealand heritage: cultural, natural and built. The main focus shall be on the district known as Remuera.
2.2 To undertake such activities as may be necessary, incidental or conducive to achieving this objective, including the acquisition, sale or lease of property.
2.3 To co-operate with other organisations having similar aims.

3.1 Membership of the Society shall be open to any person or entity that supports the aims of the Society.
3.2 Any person or entity eligible under 3.1 wishing to become a member may do so by making application either at any meeting of the Society, or on the prescribed form or in writing to the Secretary of the Society and by payment of any requisite subscription.
3.3 The membership fee or subscription shall be set at the Annual General Meeting.
3.4 Types of membership shall include: Individual; Family; Corporate; Life Individual. Honorary Life membership may be bestowed for meritorious service to the Society, upon such conditions as the Society may elect. 

4. Termination of Membership
4.1 Any member may terminate their membership by giving notice in writing to the Secretary.
4.2 The Society may terminate the membership of any member who fails to pay to the Society any money owed to the Society for a period of more than 12 months.
4.3 The Society may terminate the membership of any member whose actions are considered contrary to the objective of the Society, if so resolved by a two-thirds (2/3) majority of members present at a General Meeting. The member concerned must be given written notice of the proposed termination and the reasons for it and be given an opportunity to be heard at the meeting considering the termination.
4.4 The Secretary of the Society shall keep a register of all members.

5. Meetings
5.1 General Meetings shall take place not less than three (3) times in each year. Meetings shall be held at a place and time to be decided by the Society.
5.2 The Annual General Meeting shall be held within two (2) months of the end of the financial year. The Annual General Meeting may replace a General Meeting.
5.3 The Annual General Meeting shall be held for the purposes of:
5.3.1 Receiving and confirming the minutes of the previous Annual General Meeting.
5.3.2 Receiving the Annual Report prepared by the Chairperson describing the activities of the previous year.
5.3.3 Receiving and approving the balance sheet, statement of accounts and a Financial Report for the previous year, prepared by the Treasurer.
5.3.4 Electing the offices of Chairperson, Secretary and Treasurer and electing a Committee of no fewer than three (3) members in addition to the elected officers. The roles of Secretary and Treasurer may be combined.
5.3.5 Establishing membership/ subscription rates.
5.3.6 Appointing an auditor if so decided.
5.3.7 Considering any other business.
5.4 A Special General Meeting may be called for any special purpose as decided by the Management Committee or if requested to do so by five (5) members who have given written notice stating the reasons for wanting a Special General Meeting. The meeting shall be held within one month of the request. A Special General Meeting may be held concurrently with a General Meeting.
5.5 If any office position becomes vacant prior to an Annual General Meeting, it may be filled by electing a member at a General Meeting, and this member shall remain in office until the next Annual General Meeting.

6 Notice and Conduct of Meetings
6.1 All General Meetings including Annual General Meetings and Special General Meetings shall be open to all members and to others by invitation.
6.2 Meetings shall be held at a place and time established by the Society.
6.3 Members shall receive fourteen (14) days written notice of meetings; such notice may be by post, email, facsimile or similar means of communication. General Meetings, Annual General Meetings and Special General Meetings may be advertised to the community through a Public Notice in a newspaper and/or by other means.
6.4 The quorum for General Meetings shall be eight (8) members; the quorum for Annual and Special General Meetings shall be twelve (12) members or fifty percent (50%) of the membership, whichever is the lesser.
6.5 The Chair at meetings shall be taken by the Chairperson or, in his or her absence, a member chosen by the members present.

6.6 Voting

6.6.1 Only members may vote.
6.6.2 Corporate members shall have one vote.
6.6.3 The Chairperson of any meeting shall have a deliberative and a casting vote.
6.6.4 Voting shall be decided by a simple majority of the members present in General Meetings and by a two-thirds (2/3) majority in Annual and Special General Meetings.
6.6.5 Voting may be on the voices, on a show of hands or by poll, as decided at the meeting.
6.7 The Society may invite representatives from other organisations to its meetings and may send members of the Society as representatives to meetings of other organisations for particular purposes.
6.8 The Society, at any General Meeting, may resolve to delegate to a member or members, responsibilities to carry out a specific task or specific tasks.

7. Management Committee
7.1 The management of the Society and its property and assets shall be vested in a Management Committee consisting of the officers of the Society and no fewer than three (3) other members who shall be elected each year at the Annual General Meeting and who shall hold office until the appointment of their successors.
7.2 Officers and committee members shall be elected as under 5.3.4 and 5.5.
7.3 Should any vacancy occur amongst the members of the Management Committee, then these members may fill the vacancy by co-opting another member of the Society.
7.4 The Management Committee may co-opt additional members.
7.5 The quorum shall be four (4) members.

8. Sub-Committees
8.1 The Management Committee may from time to time appoint members of the Society to constitute a sub-committee or sub-committees and may define their role or roles, provided that the Convenor of each sub-committee shall be a member of the Management Committee.

9. Powers of the Society to Borrow Money
9.1 The Society shall have the power to borrow or raise money from time to time, with or without security, on such terms as the Management Committee may determine.

9.2 Any proposal to borrow in excess of $1000, or any other sum set in an Annual or Special General Meeting, must first be approved by a resolution at an Annual General Meeting or a Special General Meeting. Notice of the proposal to borrow, including the purpose and terms, shall be included in the notice calling the meeting.

10. Finances
10.1 The financial year shall be from 1 April to 31 March.
10.2 The financial accounts of the Society shall be kept by the Treasurer.
10.3 All funds received by or on behalf of the Society shall be deposited in the bank account of the Society which shall be maintained in the Remuera branch of a Bank operating full retail banking facilities.
10.4 All payments over $5,000, or any other such sum set in an Annual or Special General Meeting, shall be authorized or confirmed at a General Meeting. All cheques and withdrawals from the account shall be signed by any two out of three persons appointed by the Management Committee.
10.5 Property owned by the Society shall be the responsibility of the Management Committee.
10.6 The funds and property of the Society are to be applied solely to further the objective of the Society and are to be applied within New Zealand. No person or entity shall make or receive any pecuniary gain under the activities of the Society except as permitted by the Incorporated Societies Act.  No income or property is to be paid or transferred directly or indirectly to any member. This will not prevent payment of reasonable remuneration or expenses to any member of the Society for any services performed by him or her for the Society. A member may charge for any services carried out by him or her where the Society would have had to pay for that service if it was carried out by someone who was not a member.
10.7 No member of the Society (whether a Management Committee member or other member) shall be able to determine or materially influence, in any way whatsoever, any income, benefit or advantage that they may receive as a result of their employment by the Management Committee; such persons shall not participate in any deliberations or proceedings in which such income, benefit or advantage is being determined.

11. Conflict of Interest
Any Management Committee member who is in any way interested or concerned directly in any property or undertaking in which the Society is or may be concerned or involved, shall disclose the nature and extent of their interest to the Management Committee and shall take no part whatsoever in any deliberations of the Management Committee concerning any matter on which that member is or may be interested, other than to provide a quorum.

12. Common Seal
12.1 The Common Seal of the Society shall be in the custody of the Secretary.
12.2 The Common Seal shall be used only when authorised by a resolution of the Society in a General Meeting.
12.3 Every instrument to which the Common Seal is affixed shall be signed by the Chairperson and one other member of the Society.

13. Alterations to the Rules
Any rule may be altered, added to or rescinded at an Annual or Special General Meeting provided that written notice of the proposed change is included in the notice of the meeting and provided that a two thirds (2/3) majority of members present at the meeting agree to the change and provided that such changes do not conflict with the aims of the Society.

14. Winding Up
14.1 The Society may be wound up pursuant to a resolution passed by a two- thirds (2/3) majority of members at an Annual or Special General Meeting of which at least one calendar months notice has been given and such resolution to be subject to confirmation at a subsequent General Meeting of the Society held not less than thirty (30) days after the date of the resolution.
14.2 On winding up, after payment of all debts and liabilities, any surplus funds and property shall be given to such other charitable and not-for-profit organisation or organisations within New Zealand, as shall be determined by resolution at the same time as the resolution to wind up.