Club Constitution for incorporation

This is a cut and paste from the ones supplied as a sample. Please review and provide feedback.

We will amend and modify until it meets the Parkflyers needs.

Club
This is a suggested set of rules for a clubs as a basis for their own use.

RULES OF THE PARKFLYERS MODEL AERO CLUB INCORPORATED

1. NAME:
The name of the club is the Parkflyers Model Aero Club Incorporated. (Hereinafter referred to as 'The Club').

2. OBJECTS:
a) To act as an agent of the New Zealand Model Aeronautical Association (Inc) for the collection of subscriptions and the oversight of safety.

a) To act as an agent for the promotion of safe Parkflying for all members and non members. This may be done via affilation with other parties such as the New Zealand Model Aeronautical Association (Inc)

b) To encourage and foster the building and flying of Model Aircraft (hereinafter referred to as 'the said sport') in all its phases.

c) To collect and supply information and advise on all or any matters pertaining to the said sport of Model Aeronautics generally.

d) To promote and hold either alone or jointly with any other association, club, company, or person, Model Aeronautical meetings, contests, gymkhanas, carnivals, competitions, matches, exhibitions, or trials and accept, offer, give or contribute towards prizes, medals and awards to participants or others.

e) To promote and hold parties, balls, dances or other entertainments for the purpose of promoting or assisting any of the objects of The Club.

f) To raise money by subscriptions and grant any rights and privileges to subscribers.

g) To buy, sell, lease, hire, mortgage, charge, exchange or otherwise deal with any real or personal property.

h) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the club.

i) To take any lawful steps for the purpose of procuring contributions to the funds of The Club.

j) From time to time to subscribe or contribute to any patriotic or charitable, benevolent or useful object of a public charter.

k) To delegate a portion of the work of The Club and pay a portion of its funds to any organisations formed for the advancement of any branch of aeronautics and appoint representatives on any such bodies.

l) To join or affiliate as members of any club. association or society having as one of its objects the advancement or government of aeronautics.

m) To enter into any arrangement with a government or local authority or any club, company or person which may seem to be conducive to the objects of the club and to acquire or obtain from any such government or authority, association, company or person, any charters, contracts, decrees, rights, privileges and concessions which may be conducive to any such objects, and accept, and make payments, under, carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights privileges and concessions.

n) To enter into any contracts, agreements, leases or arrangements with any person, firm, syndicate, corporation or company that may seem conducive to the objects of The Club or any of them, and to surrender and accept surrenders of leases.

o) To borrow, raise, or secure the payment of money in such manner as The Club shall think fit and in particular by mortgages, debentures or debenture stock, perpetual or otherwise, charges upon all or any of The Club's undertakings, goodwill, property and assets (both present and future) including its future acquired property, and to purchase, redeem or pay off such securities.

p) To draw, make, accept, endorse, discount execute, issue and negotiate promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

q) To invest, lend and deal with the moneys of The Club upon such security and in such manner as may from time to time be determined upon.

r) To appoint, remove or suspend any secretaries, treasurers, officers, clerks, agents or servants and to direct and control them and fix and pay their remuneration. Where any such persons or agent is a member of The Club such payments for professional services to The Club rendered in the course of business or interest on money lent shall not be greater than the current market rates

s) To do all or any of the things hereby authorised alone or in conjunction with another or others.

t) To do all such other things as are incidental to or conducive to the attainment of the above objects. PROVIDED HOWEVER that the foregoing objects shall in no way limit the rights and powers conferred upon societies incorporated under THE INCORPORATED SOCIETIES ACT 1908 or any amendments thereof.

3. MEMBERSHIP:
The members of The Club shall be of the following classes:

a) LIFE MEMBERS:                May be appointed at any Annual General Meeting of The Club by the assembled members passing a resolution and LIFE MEMBERSHIP shall be confined to persons who have rendered meritorious service to the said sport generally or to this Club in particular.

Life members shall be entitled to all the rights and privileges of club membership without the payment of a fee.

b) HONORARY MEMBERS:  May be appointed by the management Committee for a period not exceeding twelve months and in all cases terminating at the next ensuing Annual General Meeting.

c) ORDINARY MEMBER:       Are any persons who in the opinion of the Management Committee are actively engaged in the practice and/or promotion of the said sport and who may apply for membership. The Management Committee shall have full power to accept or decline any such application and should such application be declined can in no way be compelled to give reasons for doing so.

Applicants for membership shall submit applications for membership on the official form and be duly nominated and seconded by two members of the club.

Those two members should if so called upon be prepared to appear before the Management Committee to answer any questions pertaining to such application as the Management Committee should feel called upon to ask.

The Club Secretary shall notify such applicants in writing of the Management Committee's decision.

'''Membership is open to all upon application. However should a member or applicant not act in a way which promotes Parkflying in a safe manner to the public shall have there membership revoked or declined. Subject to conditions laid out in section 19.'''

Membership dues are payable as from the date of full membership and such applicant will not be able to compete for club championship points or club trophies or for any national or international trophies, competitions or records as an accredited member of this club until such dues are paid.

All active flying members shall be required to be members of the NZ Model Aeronautical Association (Inc.).

All members are free to affiliate with NZ Model Aeronautical Association (Inc.) and shall receive all the benefits offered by the NZ Model Aeronautical Association (Inc.) to its members if they choose to affiliate.

Senior members shall be those that have attained the age of eighteen years and junior members shall be those that have not yet attained the age of eighteen years.

Provided always that members transferred from another club with similar aims and objects shall be admitted to full membership immediately upon production of evidence of leaving their last club in good standing.

d) ASSOCIATE MEMBERS:      May be any persons, fulfilling the conditions as laid down for ordinary members, except that associate members are affiliated to the N.Z.M.A.A. via another club. An associate members may at any time apply for full active membership.

4. RESIGNATIONS:
Any member may resign by giving notice of such desire to resign to the Secretary in writing via e-mail and Club dues shall cease as from the date on which such resignation is lodged with the Secretary, but no refund of the current subscription will be made.

5. ATTENDANCE AT MEETINGS
Any financial member may attend Committee Meetings, but may not speak unless invited by the Chairman.

6. MANAGEMENT:
The affairs of The Club shall be conducted by a Management Committee (hereinafter referred to as the 'Committee') which shall be elected at the Annual General Meeting from the members of The Club and shall consist of:

* Club Captain (The Club should decide whether committee members are required and how many) provided always that Vice Presidents shall be considered extra members of the Committee.
 * President
 * Vice President
 * Secretary
 * Treasurer
 * Bulletin Editor
 * ** Committee members

At each Annual General Meeting 50% of the Committee shall retire in rotation, but shall be eligible for re-election.

The President and Vice President shall stand no more than 2 terms in the same position and must take a 12 month standdown before being re-elected.

The Secretary and President will arrange the date and venue for each committee meeting and the secretary shall advise the members of the Committee at least 7 days in advance of the meeting.

Each member of the Committee shall have one vote at each committee meeting the chairman having a casting vote in addition to his deliberate vote in all cases of equal division. No voting by proxy shall be allowed at committee meetings.

Any member of the Committee with the exception of the President or Vice Presidents, failing to attend three consecutive committee meetings shall automatically cease to hold membership of the Committee except in the case of such member being granted leave of absence by the Committee.

Such vacancy shall be termed a casual vacancy. Any casual vacancy occurring in the Committee between Annual General Meetings may be filled by the Committee and any person so appointed shall hold office until the next Annual General Meeting.

The Committee may at any time by resolution passed by two-thirds majority remove from office any committee member is the removal of the person is deemed to be in the best interests of the said Club.

A vacancy caused by expulsion shall be termed as a casual vacancy.

The quorum for a Committee meeting shall be four 51% of the committee members.

7. OFFICERS:
The officers of the club shall be Patron, President, Vice President, Club Captain, Treasurer, Secretary, Bulletin Editor. The President, Club Captain, Secretary, Treasurer, Committee and Bulletin Editor, shall be members of the Management Committee.

8. DUTIES OF THE OFFICERS:
a) PATRON: The Patron shall officiate in any manner and at his convenience, at the request of the Committee.

b) PRESIDENT: Shall preside at all meetings.

c) VICE PRESIDENT: Shall act as the President's deputy in any matter when so requested by the President.

d) CLUB CAPTAIN: Shall be in charge of all flying meetings and act in any other manner that the Committee shall direct.

Shall keep a register of National and Club flying records and furnish any necessary reports to the Committee when called upon.

e) TREASURER: Shall:-

1. Collect and receive all monies due to The Club.

2. Pay all debts owing as soon as payment thereof is authorised by the Committee.

3. Keep a correct account of all receipts and payments and an account of all assets of The Club.

4. Have the custody of the funds of The Club.

5. Produce financial statements from time to time as may be required by the Committee.

6. To prepare, for each Annual General Meeting of The Club a proper statement of receipts and payments and a balance sheet showing The Club's assets and liabilities made up to 31st March preceding each Annual General Meeting and to have such a statement and balance sheet duly audited by The Club's Auditor and signed and certified as correct by the Auditor, for presentation to each Annual General Meeting.

7. To pay all monies received into the account of The Club with The Club's bankers.

f) SECRETARY: Shall:-

1. Conduct all The Club's correspondence and convene all meetings.

2. Keep accurate minutes of all meetings.

3. Keep a register of all members and the Classification of each member, including joining date (a requirement of Registrar of Incorporated Societies)

4. Act as custodian of the common seal and all books, papers and accounts of the Club and produce same to the Committee whenever called upon to do so.

5. Notifies each applicant for membership of the Committee's decision.

6. Notifies the Treasurer after each 31st March of all members liable for dues.

7. In case in inability to attend any meeting, causes the necessary books and papers to be conveyed to the place of the meeting and handed to the chairman.

g) BULLETIN EDITOR: Shall be responsible for the publication of a regular bulletin containing news of The Club's activities

h) COMMITTEE MEMBERS Shall provide the Committee with such assistance as required and advice and opinion gleaned from the membership.

i) SUB-COMMITTEES: May be appointed by the Committee to inquire into any matters and shall consist of such member or members of the Committee and/or ordinary, honorary or associate members as may be appointed thereto. The member or members so appointed shall have power to co-opt any member of The Club or New Zealand Model Aeronautical Association for advisory purposes and any members so co-opted may attend any committee meetings at which any report containing or referring to their advice may be presented and may address the Committee on such report but shall have no vote in the Committee. All such sub-committees shall report back to the Management Committee.

9. AUDITOR & SOLICITOR
An Auditor may be appointed by the Committee to examine all accounts and vouchers of the club and certify the annual accounts presented by the Treasurer and report thereon to each Annual General Meeting.

The committee may appoint a Solicitor when required.

Meeting Locations
'''All meetings shall be convened online via online conferencing. The technology used will dictated as whichever is the best medium decided at the time.'''

10. NOTICES OF GENERAL MEETINGS:
Notices of General Meetings shall be given to members by written or printed memoranda despatched by ordinary post e-mail to the members' last known place of abode e-mail address.

Unless a longer notice is provided to be given for any general meeting, seven days notice shall be given. Notices shall be deemed to be given on the date upon which they could be delivered in the ordinary course of post e-mail.

The accidental omission of any member in being given notice shall not invalidate any proceedings at any meeting.

Remits and Notices of Motion shall be notified to members at least seven days before the meeting.

The quorum for a General Meeting shall be 51% of the financial members.

11. THE ANNUAL GENERAL MEETING:
The Annual General Meeting of The Club shall be held during the month of May or as soon thereafter as the Committee shall be able to convene same. The time and place of such meeting shall be decided by the Committee not earlier than six months and not later than six weeks prior to each Annual General Meeting. The President of The Club for the time being shall preside at all meetings or failing his being able to attend a Vice President and be nominated by the assembled members. The quorum for a General Meeting shall be 51% of the financial members.

The business of each Annual Meeting shall be:

a) The confirmation of any previous Annual General Meeting's minutes.

b) The adoption of the Treasurer's Annual Statement of Accounts and the Chairman's and Treasurer's reports.

c) The adoption of a report from the Recording Officer.

d) The election of Officers for the ensuing year. Should there be insufficient nominations for all positions the Elected Officers are empowered to appoint any volunteer after the meeting.

e) Such other business of which notice shall have been duly given in terms of these rules.

12. SPECIAL GENERAL MEETINGS:
Special General Meetings of The Club may be called at any time by order of the Committee or on petition executed by at least three members. Such request shall specify the business to be placed before the Special General Meeting and at least seven days notice shall be given of all Special General Meetings. The Committee shall allot the venue of such meetings. In the event of the Committee failing to convene the meeting requested, the petitioners themselves may do so and allot the venue of such meeting. The quorum for a General Meeting shall be 51% of the financial members.

13. COMMITTEE MEETINGS
Regular Committee Meetings shall be held. The Committee should determine the time and venue for the next meeting during its (previous) meeting. Not withstand, additional meetings may be called if circumstances warrant. The Secretary shall remind all Committee members 7 days before each meeting

14. ALTERATION OF RULES:
The rules of The Club may be altered at any General Meeting of The Club by the enactment of any further rules or by rescission or amendment of any existing rules provided however, no amendment is to be approved if it in any way affects the Income Tax exempt status of the Club in particular Rule 2g and Rule 22, and that seven days notice in writing of the resolution embodying the proposed additions, rescissions or amendments shall have been given to all members and such resolution shall be passed by a majority of at least three-quarters of the members voting, both present personally and by postal vote.

Only financial members shall be entitled to vote.

15. BY-LAWS AND REGULATIONS:
The Committee may from time to time, make, alter or revoke any by-laws or regulations relating to:

1. The issue of aeromodelling certificates

2. The awarding of merit badges

3. The recording of records.

4. The conduct of trials, contests and competitions.

16. VOTING:
Voting at each General Meeting:

Each financial member shall be entitled to one vote. (The club should decide here whether Associate and Honorary members should be entitled to vote) Life Members shall be entitled to one vote each.

Proxy voting shall be allowed.

Voting may be by a show of raised hands or secret ballot. Any two members shall be entitled to demand that any particular vote be taken by secret ballot. All matters voted upon shall be decided by simple majority except as may be otherwise stated in the constitution, rules and by-laws of The Club. '''Topics to be decided on shall be discussed at the meeting and then place through an online voting system. Members shall have 7 days from an e-mail notice of the voting system being put online to submit there vote. The result of the vote will then be attached to the meeting minutes and distributed to the club members via e-mail.'''

Save as hereinafter set forth each member shall be entitled to one vote.

The Chairman shall have a casting vote in addition to his deliberate vote in all matters of equal division.

Votes of equal division shall be revoted upon until a majority is reached.

17. PROXY VOTING:
Any financial member shall be entitled to exercise their vote by proxy on any matter of which notice shall have been given, and the member is unable to be present. The proxy must be completed on the official form nominating any one other financial member of the club to act on the members behalf.

The form must be delivered to the Secretary prior to the commencement of the meeting. Due to online abilty there should be no need to enable proxy voting hence it being struck from the constitution.

18. SUBSCRIPTIONS:
The Annual Subscriptions for each class of membership are due as at 1st April each year and shall be determined by the committee and members notified no later than the end of February. Life Members and Honorary Members shall not be liable to pay annual subscription. Members whose fees are over-due one month shall be deemed unfinancial. Such members may be reinstated provided that they pay in full the outstanding membership dues for that financial year. Members unfinancial for one year shall cease to be members of the Club. New applicants membership dues are payable as from the date of notification of acceptance of membership. The membership status of the applicant will not take affect until such dues are paid. Membership fess for new applicants shall reduce to 50% as from the 1st of November.

19. SUSPENSION OF MEMBERS:
The Committee may suspend any member, if in the opinion of the Committee, after due and proper inquiry during which the offending member shall have been heard in his defence, such member has been guilty of any conduct prejudicial to the interests of the said sport.

20. EXPULSION OF MEMBERS
A Special General Meeting must be called which the member to be expelled is invited to attend/submit written grounds to refute the allegations

The member to be expelled must be given opportunity to defend himself/herself.

A vote must be taken to decide the member’s fate

The member must be informed in writing of the decision of the meeting.

21. EXECUTION OF DOCUMENTS & COMMON SEAL:
All documents intended to bind The Club shall be executed under the Common Seal of The Club and such execution shall be attested by the President, a Vice President, the Secretary and at least one other member of the Committee.

22. THE REGISTERED OFFICE:
The Registered Office of The Club shall be decided from time to time by the Committee.

23. BANK ACCOUNT:
The Club may open an account with any recognised banking institution and the account shall be operated by three members of the Committee, appointed by the Committee. Any two signatories to withdraw monies and any one signatory to endorse cheques and negotiate documents for the purpose of making deposits.

24. DECLARATION OF INDEMNITY:
Every member joining The Club and taking part in Club activities shall do so entirely at his or her own risk and no member shall make any claim against The Club or any officer, member, servant or authorised agent thereof for any injury or loss suffered by any such member through his or her participation in the activities of The Club not withstanding that such injury or loss may have been caused by the negligence of The Club or any officer, member, servant or authorised agent thereof.

25. AMALGAMATION / WINDING UP:
Upon the winding up of The Club the funds if any remaining after paying all liabilities and the expenses of winding up is to be distributed to any amateur sporting body providing any such sporting body is registered with the Inland Revenue Department as an approved non-profit organisation. which the Committee or the liquidator or other such persons conducting the winding up may nominate and failing any such nomination shall be paid over to some sporting body meeting the above requirements nominated by the Registrar of Incorporated Societies.

Additional notes, not part of the constitution;

The voting powers of Honorary and Associate members needs to be decided and written into the final constitution.

The provision of Committee Member under section 5 needs to be decided and written into the final constitution.

The timing of setting the subscriptions for the coming year, the date for payment and the timing of the Annual General Meeting are such that; The outgoing committee sets the fees, they have at least one year’s experience to draw on. Subscriptions are due April 1st. One month is allowed for late payment. The A.G.M. is “in the month of May”. Only financial members can vote.

This system is in use at several clubs and helps to ensure prompt payment of subscriptions.