Otago Trailer Yacht Squadron

CONSTITUTION of the OTAGO TRAILER YACHT SQUADRON INCORPORATED

1. NAME

The Society shall be called the Otago Trailer Yacht Squadron Incorporated.

2. INTERPRETATION

The abbreviations “OTYS”, “OTYS Inc.”, or “Otago Trailer Yacht Squadron Inc.” or the words “the society” in any documents or correspondence shall refer to the Otago Trailer Yacht Squadron Incorporated.

3. PURPOSES

The purposes of the Society are to encourage family sailing, and to foster the social spirit between members and other societies interested in these activities.

4. MEMBERSHIP

(a) Membership shall be open to owners of trailerable cabin yachts and others interested in this branch of yachting.

(b) Any candidate for membership shall apply to the Committee on the proper form, which shall include the applicant’s written consent to becoming a member. The form must be completed and signed by the candidate and be accompanied by the subscription for the current season. The Committee may accept or reject any application without assigning any reason for its decision.

(i) Financial Members, being persons who have paid the current annual subscription;

(ii) Associate Members, being non-financial, consisting of the immediate family of a Financial Member. Associate Members may be nominated as such by a Financial Member from time to time and when accepted and recorded by the Committee shall continue as Associate Members so long as their nominator continues to be a Financial Member. One nominated associate member, eligible to vote as per section 9, may hold office;

(iii) Social Members, being persons who may not own a boat but wish to participate in the social activities of the Society, paying a reduced subscription. Such members shall not have voting powers;

(iv) Life Members: Members may be honoured from time to time by being elected as Life Members at an Annual General Meeting or Special General Meeting, notice of which has been given to all members at least seven days prior to the date of such meeting. The motion to so honour a member shall be proposed and seconded by members in good standing and lodged with the Secretary in sufficient time for the required notice to be given to all members. When elected as a Life Member, a member shall enjoy the same rights and status as a Financial Member of the Society but shall not be required to pay any subscription or levy imposed by the Society;

(v) Body Corporate Member. A Body Corporate may apply for membership and will be considered on its merits. One Body Corporate member shall be counted as three (3) Financial Members (Inc. Soc. Act 2022, s.14).

(d) The Committee shall have the power to allow other persons to be admitted to the Squadron as non-voting members upon payment of a reduced subscription and upon fulfilling conditions as are from time to time agreed upon. Such conditions shall be minuted and published with the subscription, subject to clause 11 in succeeding years.

(e) All members may participate equally in any society activity.

5. RESIGNATIONS

(a) Any Financial Member may resign or withdraw his membership by giving the Secretary notice in writing or by email. This shall not relieve the member from any outstanding debt or subscription to the Society.

(b) The Committee may at any time censure or expel a member if

(i) the Member’s conduct is, in the opinion of the Committee, likely to bring the Society into disrepute, or contrary to the best interests of trailer yachting generally, or

(ii) the Member is in arrears with any subscriptions or levies for a period exceeding three (3) months.

Any Member facing expulsion or censure shall be advised in writing or by email at least thirty (30) days before the matter is to be voted upon by the Committee and the Member shall be entitled to offer an explanation either verbally or in writing to the Committee.

6. REGISTER OF MEMBERS

The Secretary shall maintain a Register of Members, recording their names, dates of birth if under 20, and last known contact details, and shall update the register as soon as practicable after becoming aware of changes to the information recorded therein.

7. OFFICERS AND COMMITTEE

(a) The Officers of the Society shall be Commodore, Vice-Commodore, Immediate Past Commodore, Honorary Secretary and Honorary Treasurer. (The Secretary and Treasurer may be the same person.) The Immediate Past Commodore shall be an ex-officio member of the Committee.

(b) The Committee of the Society shall consist of the Officers, and at least one but not more than five other Financial Members. The Committee shall have the power to co-opt a member for a specified purpose, or to replace an Officer if necessary.

(d) The management of the Society shall be vested in and conducted by the Committee, of whom five shall constitute a quorum. Resolutions shall be passed by a simple majority of those present by voice, or by show of hands.

(e) The functions of the Committee shall be to arrange annual programmes of sailing events and social occasions for the members, to set safety standards for equipment and practices, and hold Committee and General Meetings as required. The Committee shall set the rules as may be necessary for any particular event.

(f) The Society shall also have an Honorary Financial Reviewer, who may or may not be a Member, who shall be appointed by the Committee, and a Contact Person, who shall be the Secretary.

(g) To be elected as an Officer, a person must:

(i) consent in writing to be an Officer; and

(ii) certify that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society, in terms of section 47(3) of the Act.

(h) Officers may be removed from office if they are considered by the committee to have behaved in any way which would bring the Society into disrepute or are found to have become disqualified under s.47(3) of the Act.

(i) The normal terms of office of Officers shall be from one Annual General Meeting to the next.

8. MEETINGS

(a) The Annual General Meeting of the Society shall be held no later than 31st July in each year, at such time and place as the Committee may from time to time decide, for the election of Officers and Committee Members, to receive the Annual Report and Financial Statement, set subscriptions and transact any general or special business of the Society. However, under extenuating circumstances the committee may select a later date for the Annual General Meeting, provided that The Annual General Meeting is held no later than 6 Months after the end of the OTYS financial year, as per Section 84 part 1(a) and 1(b) of the incorporated Societies Act 2022 . Not less than fourteen clear days of notice of such meeting shall be given in writing or by email to each member at his or her last known address. The notice shall include an Agenda for the meeting, which shall include the above matters and may include items of Notified General Business, which may be submitted by any financial member (including changes to the Constitution), not later than thirty days before the date of the meeting, so that it may be listed in the notice of the meeting.

(b) A Special General Meeting (including one called under section 64 (3) of the Act) may be called by the Committee or by five Financial Members. Not less than fourteen clear days’ notice of such meeting shall be given in writing or by email to each Financial Member, naming the purpose of the meeting.

(i) being assembled at the time and place appointed for the meeting;

(ii) participating in the meeting by means of audio link, audio-visual link, or other electronic communication; or

(iii) by a combination of both of the methods described in paragraphs (i).

(d) The quorum of a General Meeting shall consist of not less than seven (7)

Financial Members.

(e) The Chairperson of a Committee or General Meeting shall be the Commodore, Vice-Commodore or, in the absence of both, the Secretary.

(f) Minutes must be kept of all meetings.

(g) The Constitution can only be changed by a majority of not less than a three-quarters majority of those present and entitled to vote at an Annual or Special General Meeting.

9. WRITTEN RESOLUTIONS

Written resolutions in terms of Section 89 of the Act shall not be used in lieu of General Meetings.

10. VOTING

At General Meetings, Financial Members and one of each Financial Member’s Associate Members (to be appointed by the Financial Member for such purpose from time to time) over the age of 16 years are eligible to vote. A Body Corporate member, eligible to vote, has one (1) vote. Voting shall be by voice, or by show of hands or paper ballot if requested by a majority of members present. There shall be no proxies or voting by postal or electronic means. If there is an equality of votes the chairperson shall have a casting vote.

11. FINANCE

(a) The control of the finances, funds and property of the Club shall be in the hands of the Committee with power to invest surplus funds from time to time in investments and securities authorised as trustee investments and securities for trustees by the Trustee Act 1956 or by any amendment thereto.

(b) The bankers to the Society shall be any bank registered in New Zealand as determined at a properly constituted meeting of the Committee. The Committee shall maintain an account or accounts at the Bank in the name of the Society and all monies received shall be deposited to the credit of those accounts.

(d) The financial year shall end on the 30th day of April in each year and the Treasurer shall submit to the Annual General Meeting a reviewed statement of accounts for the period to 30th April.

(e) As required by section 104 of the Act, the financial statements for an accounting period must contain the following information:

(i) the income and expenditure, or receipts and payments, of the society during the accounting period; and

(ii) the assets and liabilities of the society at the close of the accounting period; and

(iii) all mortgages, charges, and other security interests of any description affecting any of the property of the society at the close of the accounting period; and otherwise comply with requirements prescribed by the regulations.

12. SUBSCRIPTIONS AND FEES

The Annual Subscriptions (and fees, if any) shall be set at the Annual General Meeting in each year and shall be due and payable on and from the 1st day of July in each year.

13. BORROWING

The Committee may borrow monies for the purposes of the Society from time to time and may for such purposes give security over any property of the Club upon such terms as to interest and repayment as the Committee may decide but this power to borrow and to give security may be exercised from time to time only upon the authority of or resolution of the Society in General Meeting.

14. DISPUTES(a) Disputes, as defined in section 38 the Act, shall be processed in the manner described in sections 38 to 44 of the Act, or as described in Schedule 2 of the Act.

(b) A Member or an Officer may make a complaint by giving the Committee a notice in writing as per Section 2, of Schedule 2, of the Incorporated Societies Act 2022.

15. COMMON SEAL.

The Common Seal shall be used and affixed to any document only by authority of a resolution of the Committee and shall be authenticated by the signatures of any two Officers appointed by that resolution to witness that affixing of the seal.

16. WINDING UP.

The Society may be wound up upon a resolution of the Society in General Meeting. On a winding up the funds and properties of the Society shall be handed over to such other organisation or club in Otago having purposes similar to those of this Society, as such resolution may decide, or in the event of being wound up under the provisions of the Incorporated Societies Act 2022 the funds and properties of the Society shall be donated to any organisation or club having as its purposes the promotion and encouragement of yachting as a sport and recreation in Otago.