Clubs of Marlborough

Constitution
Blenheim Workingmen's Club, T/a Clubs of Marlborough

CONTENTS

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NAME

1.1

The registered name of the Club shall be the "Blenheim Workingmen's Club and Literary Institute". The generic name of the Club shall be Clubs of Marlborough working under the Charter of the Blenheim Working Men's Club.

DEFINITIONS AND INTERPRETATION

2.1

Definitions: In these Rules, unless the context requires otherwise:

"Adjunct" means an adjunct or section of the Club formed for sporting and special interest groups within the Club. "Annual Subscription" is the amount payable annually by Members in accordance with Rule 8.

"Association" means Clubs New Zealand Incorporated.

"Auditor" means the Club's auditor pursuant to Rule 16.

"By-law" means a by-law made by the Committee pursuant to Rule 6.1(i), as amended from time to time.

"Chief Executive Officer" means the Club's Chief Executive Officer who is the appointee of the Committee under Rule 17

"Chairman" means the person who is chairman of a Meeting pursuant to Rule 22.2

"Club" means the Members of Clubs of Marlborough.

"Committee" means the Club's Committee of Management as set out in Rule 13.

"Committee Meeting" means a meeting of the Committee.

"Committee Member" means one of the people comprising the Committee set out in Rule 13.1 and elected pursuant to Rule 13.5

"Financial Member" means a Life Member or an Ordinary Member or Joint Member or an Intermediate Member with no outstanding subscription or other payment to the Club overdue.

"Financial Statements" means the Club's Balance Sheet and Statement of Accounts made up to the last day of the Year.

"General Meeting" means an Annual General Meeting, Special or Extraordinary General Meeting of the Club.

"In Committee" means that no minutes or record of debate is kept, and that the debate is confidential to those attending the meeting concerned provided that the outcome may be recorded and "Into Committee" has a corresponding meaning.

"Judicial Committee" means the committee appointed in accordance with Rule 11.2 (b) and (c) to conduct disciplinary Meetings

"Legal Drinking Age" means the age at which a person may be sold or supplied with liquor under the Sale of Liquor Act 1989 and any consequent amendments.

"Life Member" means a person elected to Life Membership of the Club pursuant to Rule 7.5.

"Meeting" means a General Meeting or a Committee Meeting.

"Member" means any Ordinary, Joint, Intermediate, Life or Honorary Member of the Club as set out in Rule 7. "Month" means calendar month.

"Notice Board" means the Notice Board of the Club as fixed by the Committee. "Officer" includes the President, Vice President, Trustees, Treasurer and members of the Committee

"Ordinary Member" means a person elected to ordinary membership of the Club pursuant to Rule 7.3.

"Person" includes an individual, partnership, firm, company, body corporate, association, organisation or any other entity or organisation whether incorporated or not.

"President" means the Club's President elected pursuant to Rule 13.3 (d).

"Rules" means these rules, being the rules of the Blenheim Workingmen's Club and Literary Institute under whose Charter, Clubs of Marlborough operates as amended from time to time.

"The Registrar" means the Registrar of Friendly Societies and Credit Unions and where a Deputy of his lawfully acting includes that Deputy Registrar.

"Treasurer" means the Club's Treasurer appointed pursuant to Rule 15.1

"Vice-President" means the Club's Vice-President elected pursuant to Rule 13.3 (e).

"Year" means the Club's financial year commencing on the 1st July of any year and ending on the 30'" June of the next year.

2.2

Interpretation: In these Rules, unless the context otherwise requires:

(a)

the table of contents and headings are inserted for convenience only and shall be ignored in construing these Rules;

(b)

where any word or expression is defined in these Rules, any other grammatical form of that word or expression has a corresponding meaning;

(c)

the singular includes the plural and vice versa;

(d)

words importing any gender shall include every gender.

(e)

Reference to any legislation or to any provision of any legislation (including regulations and orders) includes:

(i)

That legislation or provision as from time to time amended, re-enacted or substituted; and

(ii)

Any statutory instruments, regulations, rules and orders issued under that legislation or provision; and

(iii)

Where a number is expressed as a percentage, the resulting number shall be rounded down to the nearest whole number below it.

REGISTERED OFFICE

3.1

The registered office of the Club shall be at 42 Alfred Street, Blenheim, or such other place as the Committee shall from time to time decide.

OBJECTS

4.1

The objects for which the Club is established are as follows:

(a)

To conduct, administer and maintain a Chartered Club for its Members and for such persons as are authorised from time to time in accordance with the terms of any charter or licence granted to the Club;

(b)

To provide such social and sporting amenities, cultural activities and entertainment as the Committee shall think fit.

(c)

To further the interests of sport and social intercourse and mutual helpfulness amongst its Members, and to promote the social welfare of such Members.

(d)

Generally to provide an atmosphere where the Members may meet and enjoy companionship with one another.

(e)

To be able to make donations to Charitable organisations.

CONSTITUTION

5.1

The Club is a Society in terms of Section 11(1) (c) of the Friendly Societies and Credit Unions Act 1982 and is duly registered under the Act.

5.2

Ordinary Members and Life Members shall be entitled to rights and privileges as follows.

(a)

To enter the Club premises during such hours as may be defined by the Committee and to circulate from time to time.

(b)

To hold office in accordance with the Rules of the Club.

(c)

To have an equal voice in all business of the Club by way of voting power.

POWERS

6.1

The Club through the Committee has the power to do the following in the pursuance of its objects, subject to any limitation imposed by these Rules:

(a)

To fund its activities by subscriptions or payments from Members, fees, or other income;

(b)

To borrow, raise or secure the payment of money in such manner as the Club shall think fit, with or without security;

(c)

To purchase, sell, lease, exchange, maintain, improve, hire, dispose of, manage, invest, lend, mortgage, charge, gift or otherwise deal with any real or personal property;

(d)

To invest, lend or deal with any monies of the Club not required for immediate use in such government or local body securities or on bank deposits as the Club may think fit;

(e)

To employ and remunerate staff;

(f)

To undertake legal action;

(g)

To form and disband Adjuncts/Sections;

(h)

To enter into any contract, make any arrangements, or undertake any activity for the financial or other benefit of the Club;

(i)

To make regulations and by-laws for the conduct of the Club and the discipline required of Members, which shall be consistent with the provisions of the Incorporated Societies Act 1908, the Friendly Societies and Credit Unions Act 1982 or these Rules;

(j)

To conduct any other functions outlined in these Rules;

(k)

To use any rights or privileges that the Club may deem necessary or convenient for carrying out its powers, or furthering its objects under these Rules; and

(I)

To do anything that is incidental or conducive to the attainment of any of the objects of the Club.

MEMBERSHIP

7.1

General Membership: Membership of the Club shall consist of persons of both male and female genders

7.2

Classes of Membership: The Members of the Club shall be divided into the following classes.

(a)

Ordinary;

(b)

Intermediate;

(c)

Life;

(d)

Honorary;

7.3

Ordinary Membership: A person of at least the Legal Drinking Age may apply to become Ordinary Member of the Club in accordance with the following Rules:

(a)

Each candidate for membership shall be nominated in writing by two (2) Financial Members of the Club in the form provided by the Club for that purpose. The two nominators must have been Financial Members of the Club for at least 12 months and they must be able from their personal knowledge, vouch for the fitness of the nominee for membership. The nomination form they sign will carry a statement to that effect.

(b)

The nomination form shall include the candidate's:

(i)

full name;

(ii

date of birth;

(ii

residential address and other contact details; (iv) their undertaking that they will abide by the Rules and By-laws.

(c)

The candidate shall deposit, at the time of nomination, the application fee as may be determined by the Committee from time to time.

(d)

The names of candidates and nominators shall be posted on the Club's Notice Board for at least seven (7) clear days before submission to the Committee for election.

(e)

Any Financial Member of the Club is entitled to object to a candidate. Any such objection must be in writing delivered to the Chief Executive Officer for consideration by the Committee at the meeting at which the candidate comes up for election. Such election shall be decided by the majority decision of the Committee.

(f)

In the event that the application is not approved by the Committee, the candidate shall be informed in writing of the decision by the Chief Executive Officer. Under this provision the candidate will not be eligible to reapply for membership for a period of twelve (12) months and is prohibited from attending the Club as a visitor or a guest during that period.

7.4

Intermediate Membership:

(a)

A person aged between fourteen (14) years and the Legal Drinking Age may apply to become an Intermediate Member of the Club in accordance with the procedure for Ordinary Membership set out in Rule 7.3.

(b)

Intermediate Members shall;

(i)

Be entitled to join the Club Gymnasium, Club Adjunct or Sections, and engage in activities within the Adjuncts or Sections.

(ii

Be bound by the Sale of Liquor Act, Gambling Act and Club Rules.

(ii

Not be eligible to take part in any Membership Draws or other Club Promotions.

(iv

Not have the right to sign in any guest to the Club

(v)

Not be eligible to take part in meetings and elections of the Club.

(c)

On reaching the Legal Drinking Age, Intermediate Members are eligible to apply for Ordinary Membership.

(d)

Members shall automatically lose their Intermediate Membership status:

(i)

three months after reaching the Legal Drinking Age; or

(ii

upon admission as an Ordinary Member, whichever is earlier.

7.5

Life Membership:

Life Membership may be granted to any Member for meritorious service rendered to or on behalf of the Club, In accordance with the following:

(a)

The Committee may recommend a Member for Life Membership.

(b)

A Financial Member may propose, and another Financial Member may second a Member for Life Membership in writing, and that nomination shall be forwarded to the Committee.

(c)

No nomination for Life Membership shall be put to the Annual General Meeting unless it has the support of the Committee.

(d)

The Committee shall post a Notice of its intention to recommend a Life Member on the Club's Notice Board for fourteen (14) clear days prior to the Annual General Meeting in any Year.

(e)

The Club may elect a Member recommended by the Committee to Life Membership, by simple majority at the Annual General Meeting.

(f)

Life Members are eligible to vote, hold office and enjoy all the rights and privileges of membership, but shall not be charged a Membership Fee.

(g)

All Life Members of the Blenheim Workingmen's Club, the Marlborough Club and the Marlborough Returned and Services Association (Inc) shall be entitled to all the privileges of an Ordinary Member but shall not be charged an Annual Subscription.

7.6

Honorary Membership.

(a)

The President, Vice President or the Chief Executive Officer may from time to time appoint persons to Honorary Membership. Without limiting that power it is envisaged that such appointments will be made in respect of members of affiliated Clubs, persons visiting the Club whose permanent residence is over 40 kilometres from the Clubs premises, and visiting groups for any occasion they are engaged in social activities with Members of the Club. Honorary Membership will be for such a term that the appointer thinks fit. Honorary Members shall be entitled to the social privileges of the Club but shall not be entitled to partake in any meeting or election, or to hold office in the Club. Honorary Members shall not be liable to pay any entrance fee, levy or subscription but shall abide by the Rules and By Laws of the Club.

(b)

Members of Affiliated Clubs shall be Honorary Members provided that, on admission to the premises, they produce sufficient evidence to an officer of the Club or member of its staff that they are financial members of an Affiliated Club. They shall sign the visitor's book, and shall enter their name and the name of their own Club therein.

7.7

Rights and privileges:

Ordinary, Intermediate and Life Members shall be entitled to:

(a)

Enter Club premises during such hours as may be defined by the Committee;

(b)

Enter any Chartered Club, RSA or Australian Club with whom reciprocal visiting arrangements are in place, provided it is in accordance with that club's rules; and

(c)

With the exception of Intermediate Members:

(i)

Hold office in accordance with these Rules; and

(ii

Have an equal voice in all business of the Club.

7.8

Employees:

Members who are employees of the Club are entitled to all the rights and privileges of membership excluding the right to be elected onto the Committee.

7.9

All Members shall notify in writing to the Chief Executive Officer any change of address.

SUBSCRIPTIONS

8.1

The Annual Subscription shall be such sum as shall be determined by Members from time to time in Annual General Meeting or Extraordinary General Meeting.

8.2

The Annual Subscription shall be payable yearly in advance on or before the last day of June in each Year.

8.3

A Member may be struck off the Roll of Membership for non-payment of subscriptions and or levies six (6) months after the subscription or levies were due. He or she may be readmitted as a Member within the period of the unpaid financial year providing all arrears of subscriptions and levies have been paid for.

8.4

If a two thirds majority of the Committee is satisfied that a Member would suffer hardship, has been or will be absent for a considerable time or incapacitated through illness, accident or distress, then it may wavie payment of all or part of subscriptions or levies by that Member.

8.5

A five-year subscription shall be available to Members. The fee shall be the Annual Subscription as set in Rule 8.1 multiplied by four.

RESIGNATION.

9.1

Members may resign their membership by letter addressed to the Chief Executive Officer of the Club.

9.2

A resignation will not become effective until all subscriptions, levies or other payments owing at the date the resignation is received, are paid.

9.3

No such resignation shall relieve any Member from payment of any subscription, levy or other payment due or payable at the time of resignation.

9.4

No subscriptions, levies or other payments already received by the Club as at the date of resignation shall be refunded on resignation.

IMMEDIATE SUSPENSION

10.1

Grounds for immediate suspension: A Member shall be liable to be immediately suspended from the Club if he or she:

(a)

removes any property of the Club, including but not limited to a book or newspaper, from Club premises without approval or is observed removing or attempting to remove property, including any consumable item of property, belonging to the Club without having paid for it.

(b)

wilfully or recklessly damages any property of the Club and refuses to replace or make good the damage;

(c)

persists in drunkenness, swearing, obscene language or other disorderly conduct on Club premises after being cautioned by a Duty Manager;

(d)

persists in creating a disturbance at any Meeting or other Club event, after being cautioned by a Duty Manager;

(e)

uses or threatens violence to any person; or

(f)

contravenes any exclusion order or agreement that is in force, which restricts the Member from participating in gambling activities.

(g)

contravenes any of the By-Laws that have been put in force by the Committee.

10.2

Procedure for immediate suspension:

(a)

Any Duty Manager, or any manager on duty pursuant to section 115 Sale of Liquor Act 1989 may immediately suspend a Member for the acts set out in Rule

(b)

A suspended Member shall be totally excluded from the Club's premises and Club activities from the time of committal of the offence until such time as the matter is dealt with by the Judicial Committee.

(c)

The Judicial Committee shall meet to consider the suspension in accordance with the procedures in Rule 11.2(b) to (9).

Any Committee Member, Officer or Employee exercising this power shall immediately notify the President in writing of any such suspension.

EXPULSION AND SUSPENSION

11.1

Grounds for expulsion or suspension: A Member shall be liable to be expelled or suspended from the Club if he or she:

(a)

breaches these Rules;

(b)

is convicted of:

(i)

bookmaking; or,

(ii)

a Crime (as defined in the Crimes Act 1961) for which a penalty is imposed; or,

(iii

an offence which, in the opinion of the Committee, is likely to prejudice any charter or licence held by the Club;

(c)

in the opinion of the Committee, brings the Club into disrepute; or,

(d)

is found by the Committee to have committed any of the acts set out in Rule 10.1.

11.2

Procedure for expulsion or suspension:

(a)

Any Member may notify the Committee if he or she believes a Member may be liable to expulsion or suspension pursuant to Rule 11.1.

(b)

Within three (3) working days of receipt of such notice, or of a Member being immediately suspended pursuant to Rule 10, the President or in his absence the Vice President, in accordance with Rule 11.2 (c) shall appoint a Judicial Committee and set a date for that Committee to consider the notice or suspension.

(c)

The Judicial Committee shall comprise of the President or Vice President and four (4) other Members from the Committee.

(d)

Such a Meeting shall be held within two (2) weeks of receipt of the notice, or of the suspension.

(e)

The Judicial Committee must give the Member concerned at least seven (7) days' written notice of that Meeting, informing him or her of:

(i)

the nature of the complaint; and

(ii)

how the complaint will be heard;

(iii

his or her right to appear and be heard at that Meeting; and

(iv)

the process of the Meeting.

(f)

After the Member concerned has had the opportunity to be heard and if the complaint is found to be proven, the Judicial Committee may elect to:

(i)

expel him or her; or

(ii)

suspend him or her for a determined period, or until a particular event.

(g)

Any Member expelled or suspended shall have the right to appeal under Rule 27.

(h)

Any expulsion or suspension shall be advised to the Committee and entered in the Minutes of the Committee, together with the name of the Member concerned.

(i)

Notes of the Disciplinary Meeting shall be kept until the period of Appeal has expired. If no Appeal is lodged the notes may be destroyed.

11.3

An expelled or suspended Member shall not be relieved from payment of any subscription, levy or other payment due or payable at the time of expulsion or suspension.

11.4

No subscriptions, levies or other payments already received by the Club as at the date of expulsion or suspension shall be refunded on expulsion or suspension.

11.5

Any Member expelled from the Club shall not be eligible for re-election to membership unless a period of at least twelve (12) months has passed since the date of expulsion, and a sixty six percent (66%) majority of Committee Members then in office vote in favour of such re-election.

11.6

A Member who has been expelled or suspended under this Rule is ineligible to stand for election for any position on the Committee, for a period of five (5) years from the last day of that expulsion or suspension.

PROPERTY

12.1

Membership of the Club does not give any Member any transmissible or assignable interest by operation of law or otherwise, in any of the property or funds of the Club.

12.2

If a person ceases to be a Member for any reason, any interest he or she may nevertheless possess in any of the effects, property or funds of the Club will vest in the Club.

12.3

Any information which the Club provides for Members remains the property of the Club. Members must not pass any such information on to any non Member without the written consent of the Club.

COMMITTEE OF MANAGEMENT

13.1

Committee Members: The general business, management and control of the Club shall be vested in and conducted by a Committee comprising:

(a)

a President;

(b)

a Vice-President;

(c)

Three Trustees

(d)

a Treasurer;

(e)

Seven Committee persons

(f)

Two Members appointed by the Marlborough Returned Services Association (Inc).

(g)

And the Immediate Past President (if any) who shall hold office for a period of one year only, in an ex officio role without voting power.

13.2

Office holders of Adjuncts or Sections are not Committee Members or Club officials by virtue of holding such office.

13.3

Eligibility: Each Committee Member must:

(a)

be a Financial Member;

(b)

be an Ordinary or Life Member;

(c)

not be an employee of the Club; and

(d)

For the position of President: to have served at least two (2) terms as a member of the Committee during its last three (3) completed terms immediately prior to nomination.

(e)

For the positions of Vice President:, to have served at least one (1) term as a member of the Committee during its last three (3) completed terms immediately prior to nomination.

(f)

For the position of Committee Member: has been a Financial Member of the Club for at least one (1) year immediately before nomination.

13.4

Term of office: Committee Members shall:

(a)

remain in office until the Annual General Meeting following his or her election; and

(b)

be eligible for re-election.

13.5

Election: The Committee and Trustees shall be elected annually in the following manner and subject to the following conditions:

(a)

Nominations for Trustees and Committee Members must be:

(i)

in writing on the nomination form available from the Club office.

(ii)

proposed, by a Financial Member, seconded by another Financial Member and signed by the Member seeking election;

(iii

Nomination must be deposited with the Chief Executive Officer no earlier than thirty five (35) days before the Election date and shall close at 6pm twenty one (21) clear days before the Annual General Meeting.

(b)

The Nomination forms and photographs of all candidates shall be posted on the Notice Board by the Chief Executive Officer immediately on the closing of nominations and shall remain there until after the election has taken place,

(c)

If Rule 13.3 is not complied with then the nomination shall be void.

(d)

If the number of candidates for any office does not exceed the number required to be elected, the Members nominated shall be declared elected at the Annual General Meeting.

(e)

Sick Members may arrange assistance with the Chief Executive Officer for the purpose of voting.

(f)

Only financial Ordinary or Life Members of the Club shall be entitled to vote,

13.6

It shall be the duty of the Committee to make all necessary arrangements for the conduct of the Elections including the appointment of a Returning Officer and one Scrutineer. The Committee will have the power to trial other methods of voting at their discretion.

13.7

All contested Elections shall be by Secret Ballot on the Clubs premises or by postal vote, The date of the Election shall be at the Annual General Meeting or within ten (10) days after the Annual General Meeting.

13.8

Immediately after the ballot is counted and confirmed, the Scrutineer shall seal up all ballot papers, which shall be secured in the Clubs Office until the incoming Committee at their next meeting decide on the time and manner of their destruction.

13.9

Immediately upon the completion of the count the result of the elections shall be advised by the Returning Officer by letter to the Chief Executive Officer who shall immediately post the same on the Notice Board with a certificate declaring those candidates elected.

13.1

Resignation: A member of the Committee may resign by notice in writing to the Committee. Committee Members are deemed to have resigned if they are absent from (3) consecutive meetings of the Committee without leave of the Committee,

13.11

Removal from office:

(a)

A member of the Committee may be removed from office for any reason which the Committee deems expedient in accordance with the following:

(i)

The Committee shall convene an Extraordinary General Meeting to consider the removai in accordance with Rule 20

(ii)

The Committee must give seven (7) days' notice in writing to the Committee Member in question, informing him or her of his or her right to appear and be heard at that Meeting;

(iii

After the Committee Member in question has had the opportunity to be heard, the Meeting may elect to remove him or her from office by simple majority vote;

(iv)

If the Meeting elects to remove the Committee Member, such removal shall be effective immediately;

(b)

On receipt of a notice of motion of no confidence in a Committee Member signed by fifty (50) Financial Members, the Committee shall convene an Extraordinary General Meeting and proceed in accordance with Rule 13.11(a).

(c)

A Committee Member who has been convicted of any offence, which in the opinion of a majority of the Committee brings the Club into disrepute, shall automatically and immediately be removed from office.

(d)

The Committee may elect to remove a Committee Member who becomes physically or mentally incapacitated to the extent that he or she cannot carry out his or her duties as a Committee Member.

(e)

No Committee Member who has been removed from office shall be eligible for re-election without the consent of a General Meeting.

13.12

Vacancy:

Any vacancy in any Committee position which is not filled at an Annual General Meeting or which occurs between Annual General Meetings shall be filled as follows:

(a)

Where such vacancy occurs in the office of President, the Vice President shall automatically be elected to fill such vacancy.

(b)

Where such a vacancy occurs in the office of Vice President, the Committee shall forthwith elect one of their number to fill such vacancy.

(c)

Where such vacancy occurs in the office of Committee Members the Committee may by resolution;

(i)

Appoint the unsuccessful candidate for the office of Committee Member who polled the highest number of votes at the last election to fill such vacancy.

(ii)

In the event of there being no unsuccessful candidates appoint a Financial Member to fill such a vacancy or,

(iii

Declare the vacancy will not be filled.

(d)

Where the vacancy occurs in the office of Auditor the Executive shall fill such vacancy forthwith.

(e)

Any Committee Member appointed after the date of the Annual Election shall hold office only until the next Annual Election.

13.13

Powers: The Committee shall, subject to any limitations imposed by these Rules, have the power to:

(a)

exercise all the powers and authorities of the Club;

(b)

do such other acts and things as it deems necessary or expedient for carrying on the business of the Club;

(c)

form standing or ad hoc committees for the purpose of exercising its duties, authorities or powers;

(d)

delegate its duties, powers and authorities to the Chief Executive Officer or to a committee formed under clause 13.13(c); and

(e)

co-opt any person to assist with its functions.

13.14

Duties:

(a)

render every assistance to the President, Vice-President and staff of the Club to maintain order and to prevent infringement of the Rules, Regulations or By-Laws or the terms of any charter or licence which may from time to time be granted to the Club;

(b)

in the execution of their duties, exercise fiduciary responsibility and act in the best interests of the Members.

PRESIDENT AND VICE-PRESIDENT

14.1

The President shall preside at all meeting of the Club, and the Committee, and in his/her absence the Vice President shall preside, and if both are absent, the meeting shall elect a Chairman.

14.2

The President and Vice-President shall be ex officio members of all sub-committees, and Adjuncts/Sections.

14.3

The President and Vice-President shall have the right of entry upon the Club premises at any time.

TREASURER

15.1

The Treasurer shall be a suitably experienced person appointed by the Committee.

15.2

The Treasurer shall be required to attend any meeting of the Club (including meetings of the Committee) at which the Ciubs financial affairs are to be discussed, but shall not have the right or be entitled to exercise a vote on any question or issue that may arise requiring a vote of those present to be taken.

15.3

The Treasurer shall:

(a)

ensure that all monies received by the Club are paid into the Bank for the credit of the Club.

(b)

prepare a detailed report of the previous month's receipts and payments for each monthly Committee Meeting and present it to that Meeting.

(c)

ensure that all taxes. levies, duties, and other payments required by statute are made before the due date.

(d)

all taxation and other financial returns required by statute are accurately completed and lodged by the due date.

(e)

assist in the preparation of the Club's Financial Statements and present them to the Annual General Meeting each year.

15.4

The Treasurer shall immediately bring to the attention of the Committee, any financial irregularity or suspicion of financial irregularity, or any concern regarding the financial performance of the Club.

AUDITOR

16.1

The Club's accounts shall be audited annually by a chartered accountant appointed by the members in Annual General Meeting, who shall:

(a)

be a member of the Institute of Chartered Accountants of New Zealand; and

(b)

not be a Committee Member or hold any other office in the Club.

16.2

The auditor shall have the right to attend any meeting of the Club at which the Club's financial affairs are under discussion, but shall not be entitled to exercise a vote on any question.

16.3

The auditor shall be paid such fees as may be determined by the Committee from time to time.

16.4

The auditor shall have the power to call for the production of all books, papers and documents (including electronic documents) relating to the affairs of the Club. The financial statements shall be audited by him or her and, if correct, certified under his or her hand before they are submitted to the Annual General Meeting.

CHIEF EXECUTIVE OFFICER

17.1

The Chief Executive Officer shall be a salaried officer of the Club who shall be engaged in terms of an Employment Agreement.

17.2

The Chief Executive Officer's duties shall be;

(a)

To be responsible to the Committee for all the financial transactions of the Club and keep a record of such transactions regularly and properly written up. To daily bank monies received by the Club and to prepare cheques or electronic transactions for the payment of all accounts owing by the Club.

(b)

Be responsible to the Committee for the proper and efficient management of the Club.

(c)

To have full and exclusive control of all employees of the Club.

(d)

Attend and arrange the minute taking of all Committee meetings.

(e)

Keep a register of all Members showing name and address of each Member, the date they joined the Club, and the date they ceased to be a Member of the Club. These details are to be kept at the Registered Office of the Club

(f)

Be responsible for the collection of Subscriptions

(g)

Conduct all Correspondence of the Club.

(h)

Be the representative of the Club for the purposes of the Sale of Liquor Act.

(i)

Responsible for the filing of all reports or returns required under legislation in force at the time.

(j)

Responsible for all Secretarial requirements of the Club, preparation of monthly financial reports for Committee and any other reports required or requested by Committee.

(k)

Make available on request from a Financial Member a copy of the Clubs Annual Report that was prepared and presented at the last Annual General Meeting.

(I)

Such other duties as may be included in the conditions of appointment such as conducting the legal secretarial requirements of the Marlborough Returned and Services Association as required.

17.3

On Committee approval the Chief Executive Officer from time to time may delegate such duties.

TRUSTEES

18.1

To be eligible for one of the three positions of Trustee the nominee must:

(a)

have been a Financial Member of the Club for at least five (5) years; and

(b)

be eligible to be re-elected.

18.2

Trustees shall be ex-officio members of the Committee and entitled to attend and take part in all Committee meetings with the power to vote on all matters.

18.3

The duties of the Trustees shall be as follows:

(a)

to hold in trust all the property of the Club.

(b)

deposit with the Club bankers or in some safe place all documents and securities of the Club.

(c)

Investments and assets of the Club shall be held in the joint names of the Trustees.

(d)

When required they shall make themselves available for the transactions of Club business.

18.4

In the event of dissolution of the Club pursuant to Rule 31, the Trustees shall take over from the Committee to administer the dissolution and dispose of the assets in accordance with Rule 31.3.

ANNUAL GENERAL MEETING

19.1

The Annual General Meeting of the Club shall be held no later than the 31st day of October each year at such time and place as shall be fixed by the Committee, for the purpose of:

(a)

receiving and adopting the Annual Report of the Committee;

(b)

receiving and adopting the Financial Statements of the Club;

(c)

considering, and if necessary taking action on, any motion relating to the Annual Report or Financial Statements;

(d)

considering, and if necessary taking action on, any other motion of which due notice pursuant to Rule 21.6 (b) has been given;

(e)

election of Committee Members;

(f)

election of Board of Appeal;

(g)

election of Auditor;

(h)

election of Trustees; and

(i)

general business.

19.2

At least fourteen (14) days before the Annual General Meeting, the following shall be given by notice on the Club's notice board and either by an advertisement in a public newspaper circulating in the district of the Club or by notice circulated to each Member:

(a)

notice of the Annual General Meeting;

(b)

the Committee's Annual Report;

(c)

the Financial Statements; and

(d)

notice of any other business to be transacted at the Meeting.

EXTRAORDINARY GENERAL MEETING

20.1

The Committee shall convene an Extraordinary General Meeting if at any time:

(a)

the Committee considers such a Meeting necessary or desirable; or

(b)

the Chief Executive Officer receives a written requisition to do so signed by not less than sixty (60) Financial Members, stating the purpose of the Meeting requisitioned, in which case the meeting must be convened for that purpose only.

20.2

Seven (7) days' notice specifying the time and place of an Extraordinary General Meeting, its purpose and an agenda shall be given by notice on the Club's Notice Board and either by an advertisement in a public newspaper circulating in the district of the Club or by notice circulated to each Member.

CONDUCT OF GENERAL MEETINGS

21.1

At all General Meetings, the Chairperson shall be:

(a)

the President; or

(b)

in his or her absence, the Vice-President; or

(c)

in the absence of both the President and the Vice-President, a Committee Member elected by the Meeting.

21.2

The quorum for a General Meeting shall be sixty (60) eligible voting Members.

21.3

A General Meeting shall be adjourned if:

(a)

a quorum is not present within half an hour after the time fixed for the Meeting; or

(b)

a quorum is present and the Meeting elects to adjourn.

21.4

If a Meeting is adjourned, the Committee shall:

(a)

fix a new date not more than fourteen (14) days later; and

(b)

give at least three (3) days notice of the adjourned Meeting by advertisement in a public newspaper circulating in the district of the Club and notice on the Club's Notice Board.

21.5

If a quorum is not present at an adjourned Meeting, the Meeting shall lapse. If a quorum is not present for an Extraordinary General meeting, the agenda as displayed on the Notice Board shall automatically revert to the Committee to adjudicate on.

21.6

Resolutions:

(a)

A Member may without notice ask any question or move any resolution relative to the Annual Report or Balance Sheet.

(b)

Any Member intending to move a resolution bearing on any other matter must give notice of the proposed motion, seconded by another Member, to the Chief Executive Officer at least twenty one (21) days before the Meeting.

(c)

Such notice of motion will be posted on the Clubs Notice Board and either by an advertisement in a public newspaper circulating in the district of the Club or by notice circulated to each Member.

(d)

All Resolutions must be carried by a majority of two thirds of the Members present at such meetings.

21.7

Procedure: The following rules of debate shall apply:

(a)

Each Member may speak only once to each motion or amendment, except the mover, who may reply.

(b)

The mover of any resolution or substantial amendment to a resolution shall be allowed five (5) minutes in which to introduce his proposition and ten (10) minutes for reply, or vice versa, and any other speaker will be allowed five (5) minutes.

(c)

The Chairman shall decide whether any amendment proposed to a resolution is a substantial amendment or not.

(d)

If freer discussion of any subject is desired, any Member may move that the Meeting go Into Committee on that subject and such motion shall be immediately put and decided by a show of hands.

(e)

In Committee no Member shall speak for more than five (5) minutes at a time.

(f)

When In Committee any Member may move that the ordinary meeting shall be resumed and such motion shall be immediately put and decided by a show of hands.

21.8

Except as otherwise provided by these Rules, all questions shall be decided by simple majority vote.

21.9

All resolutions passed at any Meeting shall be conclusive and binding on all Members whether present or not, provided that the Meeting was held In substantial conformity with the rules.

21.1

Voting: At any General Meeting:

(a)

each Member shall be entitled to be present and to give one vote on all questions;

(b)

voting shall be on show of hands in the first instance;

(c)

a declaration by the Chairman as to the result shall be conclusive unless a motion that the vote shall be taken by secret ballot is passed by a majority of Members present; and

(d)

in the event of equal votes being cast, the Chairman shall have a casting vote;

COMMITTEE MEETINGS

22.1

The Committee shall meet regularly and at least once each Month at a time and place to be determined by the Committee, or on a requisition in writing to the Chief Executive Officer, setting out the purpose for which the Meeting is required and signed by three (3) members of the Committee. A date for a Committee Meeting must be set within four (4) days of the Chief Executive Officer receiving a requisition under this clause.

22.2

At all Committee Meetings, the Chairperson shall be:

(a)

the President; or

(b)

in his or her absence, the Vice-President; or

(c)

in the absence of both the President and the Vice-President, a Committee Member elected by the Meeting.

22.3

The quorum for a Committee Meeting shall be not less than sixty per cent (60%) of its members.

22.4

Any Committee Meeting shall be adjourned if:

(a)

a quorum is not present within half an hour after the time fixed for the Meeting; or

(b)

a quorum is present and the Meeting elects to adjourn.

22.5

If a Committee Meeting is adjourned, the Committee shall:

(a)

fix a new date not more than fourteen (14) days later; and

(b)

give at least three (3) days' notice olthe adjourned Meeting to each Committee Member.

22.6

If a quorum is not present at an adjourned Meeting, the Meeting shall lapse.

22.7

Except as otherwise provided by these Rules, all questions raised at a Committee Meeting shall be decided by a simple majority of votes cast.

22.8

In the event of equal votes being cast, the Chairman shall have a casting vote.

ACCOUNTS

23.1

The Committee shall ensure true accounts are kept of:

(a)

all sums of money received and expended by the Club and the matters in respect of which such receipt and expenditure takes place.

(b)

all assets, credits and liabilities of the Club including any charges and securities of any description affecting any property of the Club; and

(c)

all remuneration and entitlements relating to employees of the Club.

23.2

Every Member has the right to inspect and, if desired, receive a copy without charge of the latest Balance Sheet, Income and Expenditure Statements and Auditors Report.

23.3

All monies received shall be forthwith paid into a bank approved by the Committee after being entered in the books of the Club as having being (sic) received.

23.4

All payments shall be reported to the Committee at a Committee meeting for confirmation, or for approval in the case of those still to be paid.

23.5

Payment of all monies on behalf of the Club shall be made by cheque signed by or electronic transaction authorised by, two Committee Members, Trusties or other persons approved by the Committee as an authorised signatory of the Club.

23.6

At every Annual General Meeting the Committee shall present:

(a)

the Club's Financial Statements; and

(b)

an Annual Report as to the state of the Club.

23.7

The Club shall make returns required by Section 23 Incorporated Societies Act 1908 or Section 70 Friendly Societies and Credit Unions Act 1982 (whichever applies) and shall comply with all the relevant requirements of those Acts.

ADJUNCTS

24.1

An Adjunct may be formed within the Club for sporting or special interest groups.

24.2

Any assets of the Adjunct are the assets of the Club. All monies received for Adjuncts shall be paid into the Adjunct's bank account referred to in clause 24,4(a).

24.3

All accounting, taxation, financial reporting and legal compliance responsibilities of the Adjunct shall rest with the Club.

24.4

Adjuncts shall use the Club's accounting services in the followinq manner:

(a)

Adjuncts must have a separate bank account to the Club, which shall be on the Club's base bank account number.

(b)

All payments on behalf of an Adjunct shall be made by cheque on the Adjunct's account.

24.5

The Committee of the Adjunct shall not do, or omit to do, anything that is likely to prejudice or not be in the best interests of the Club.

24.6

Members of an Adjunct involved in any activity of or related to the Adjunct shall indemnify the Club and its representatives from any problem, direct or indirect loss or damage, claim or proceedings (including negligence) caused or contributed to by that activity.

24.7

No disciplinary procedures can be carried out by an Adjunct. All such disputes must be referred to the Chief Executive Officer, President or Committee of the Club.

VISITORS

25.1

No visitor to the Club shall be entitled to take part in any meeting or election of the Club. All visitors whether a Member of an Affiliated Club or not, shall at all times comply and conform to the Rules and By-Laws of the Club. The privilege of entry to the Club as a visitor by any person may be terminated by the President or Chief Executive Officer at any time.

25.2

Any Member may invite any person as a visitor to the Club in accordance with the following provisions.

(a)

By entering Club premises, a visitor agrees to abide by these Rules.

(b)

All visitors shall enter their name and address in and sign the Club's Visitors' Book each time they visit the Club.

(c)

The Member accompanying a visitor shall also sign the Club's Visitors' Book and will at all times be responsible for the conduct of the visitor.

(d)

Notwithstanding any other provisions within these Rules relating to visitor access, no visitors shall be sold or supplied liquor on Club premises unless the visitor is present on the invitation of a Member and is in the company of a Member and the liquor is suppiied for consumption on the premises.

25.3

No Member can introduce any person who;

(a)

Is prohibited under the Sale of Liquor Act.

(b)

Has been expelled or under suspension from the Club or any Affiliated Club.

(c)

Has been refused membership for any reason during the past twelve (12) months.

25.4

Any Member may invite their spouse, children or grandchildren providing they abide by the Sale of Liquor Act and the Club Rules and By-laws.

25.5

Any Member inviting visitors to the Club for specific functions such as Weddings, Housie, Special Shows or similar are not required to have their visitors sign the visitors book providing prior notice has been given to the President or Chief Executive Officer.

25.6

Members of affiliated clubs visiting the Club:

(a)

are deemed to agree to abide by these Rules;

(b)

shall enter their name and the name of their Club in and sign the Club's visitors' book each time they visit the Club; and

(c)

have the same rights as Members to be sold or supplied liquor for consumption on or off Club premises provided they have produced sufficient evidence to an officer of the Club or member of its staff that they are a member of an affiliated club.

25.7

No person, whether a member of an affiliated Club or otherwise, may become a regular or frequent visitor.

25.8

Any visitor participating in or associated with a Club sponsored, hosted or co-hosted event shall have the rights to utilise the Clubs facilities throughout the duration of the event provided they sign the Visitors Book and abide by the Rules and By-Laws of the Club.

OFFENCES

26.1

Any Member against whom a prohibition order is made shall ipso facto cease to be a Member and cannot be re-elected until after the lapse of two (2) years from the date of expiry of cancellation of the order.

26.2

If a Member is convicted of any Crime (as defined in the Crimes Act 1961) after election to the Club he or she must inform the Chief Executive Officer of the conviction and any penalty imposed.

26.3

When it shall come to the knowledge of the Chief Executive Officer that a Member has been convicted of an Offence or that a Prohibition Order has been made against a Member, it shall be the duty of the Chief Executive Officer to report the fact to the Committee at or before the next meeting.

26.4

The Committee, on receiving such information of a prohibition order or the conviction of a Club Member (as defined in the Crimes Act 1961) has the right to impose immediate Suspension or Expulsion of that Club Member.

BOARD OF APPEAL

27.1

A Board of Appeal consisting of five (5) Members shall be elected at each Annual General Meeting. Committee Members shall not be eligible for membership of the Board of Appeal.

27.2

The Board of Appeal shall hear and decide any appeal lodged by a Member or Members against any decision of the Judicial Committee entailing suspension or expulsion in accordance with the following:

(a)

Any member being suspended or expelled who wishes to appeal must give notice in writing to the Chief Executive Officer within seven (7) days of the date of such suspension or expulsion, stating the grounds for appealing.

(b)

Within forty-eight (48) hours of receiving such notice, the Chief Executive Officer shall convene a Meeting of the Board of Appeal.

(c)

The Board of Appeal shall re-hear the case but shall not admit fresh evidence, except where an application has been made to the Committee for are-hearing and has been refused.

27.3

The decision of the Board of Appeal shall be final.

DISPUTES

28.1

Except as otherwise provided in these Rules, every dispute in relation to these Rules between a Member or persons claiming through a Member and the Club or a Committee Member shall be decided by the Judicial Committee and the decision shall be binding and conclusive on all parties without appeal.

INTERPRETATION

29.1

In the interpretation of these Rules, the decision of the Committee shall be final and binding.

REVISION OF RULES

30.1

These Rules may be revised or amended by a resolution passed by a sixty six percent (66%) majority of Financial Members present at a General Meeting.

30.2

Notice specifying the intention to propose such a resolution must be given in writing to the Chief Executive Officer at least twenty one (21) days before a General Meeting and such notice shall be forwarded to each Member with notice of the Meeting.

30.3

No amendment can be made to these rules that would conflict with the objects for which the Club was established, in particular the Clubs charitable status.

DISSOLUTION

31.1

No resolution for the dissolution of the Club shall take affect until it has been consented to by at least seventy five percent (75%) of financial Club Members, testified to by their signatures to the instrument of Dissolution. Should the Club be dissolved any monies remaining after due settlement of all debts in the affairs of the Club will be disposed of in accordance with the provisions of the Friendly Societies and Credit Unions Act 1982 and distributed to a charitable organisation.

31.2

The Trustees in conjunction with the Clubs legal advisors and solicitors shall administer the dissolution of the Club.

31.3

All monies or assets left after payment of all debts and liabilities and the costs of dissolution shall be distributed to a charitable organisation or institution to be determined by the Trustees.

GENERAL

32.1

All matters provided for in these Rules shall, at all times, be dealt with in accordance with the following guiding principles:

(a)

The Club is established primarily for the benefit and convenience of its Members. The admission of non-members should at all times be subordinated to the comfort, well-being and satisfaction of Members.

The admission of visitors should always be regarded as a privilege of the Members, granted to enable them to dispense periodic hospitality to their casual guests and not as a means of augmenting the revenue of the Club.

MEMBERS' CERTIFICATE

We hereby certify that these Rules have been approved at a General Meeting of the Blenheim Workingmen's Club (TA Clubs of Marlborough), held on Sunday 22nd July 2012.