"FRIENDS OF THE
WELLINGTON BOTANIC GARDEN INCORPORATED"
1. NAME OF SOCIETY
The name of the Society is:
"Friends of The Wellington Botanic Garden1 ,2
In this Constitution, unless the context or
subject matter otherwise indicates or requires:
"the Society" means the Society referred to in
"the WeIlington Botanic Garden" and "the Garden"3
mean that area of reserve known as the Wellington
Botanic Garden and administered by the Wellington
City Council Culture and Recreation Division under
the Wellington Botanic Garden Vesting Act 1891 and
its amendments from time to time as a Botanic
"Council" means the Wellington City Council;
"the Director of Parks and Recreation" means the
person appointed by the Council to be responsible
for the Garden;
"the Committee" means the committee appointed
pursuant to clause 8.
Words importing the singular number include the
The objects for which the Society is established
(a) To foster interest in and to promote and
support the development of the Wellington Botanic
Garden in conjunction with the Council's Parks and
(b) To foster public interest in the educational,
historical, cultural, recreational and scientific
functions of the Garden.
(c) To assist the Council's Parks and Recreation
Department in acquiring funds and/or assets for
special projects associated with the development
of the Garden's facilities and services for the
benefit of the public.
(d) To conduct such activities as will promote
membership of the Society and support its
(e) To assist the Council's Parks and Recreation
Department where it is able to do so with
technical advice concerning the Garden.
The Patron shall be elected at the A.G.M. and
shall be entitled to vote and otherwise exercise
the rights of a full member.
(a) Any person, organisation or body corporate
interested in fostering the objectives of the
Society shall be eligible for membership.
(b) The categories of membership are:
i. honorary life member
ii. sustaining member
iii. full member
iv. student member
The Committee may vary these categories and
determine other categories.
i. Honorary life member; any individual who, on
the grounds of service rendered to the Garden, has
been nominated by a member of the Society may,
with that individual's consent, be elected by the
Society in General Meeting to Membership for Life.
Such member shall not be liable for payment of any
subscription and shall be entitled to vote and
otherwise exercise the rights of an individual
ii. Sustaining member; any person, organisation or
body corporate who pays a subscription for not
less than five years shall be a Sustaining Member.
Such member shall exercise the rights of a full
iii. Member; any person, organisation or body
corporate shall be eligible for membership as a
full member. Any organisation or body corporate
shall act by a representative appointed by it and
notified to the Society, and such representatives
shall be entitled to vote and otherwise exercise
the rights of a member who is an individual. One
or two adults with or without children living
together as a family shall be eligible for full
membership. At any meeting of the Society a family
shall be entitled to only one vote.
iv. Student member; any individual who presents
evidence of enrollment in any study course
approved by the Committee shall be eligible for
membership as a student member. A student member
upon leaving such course shall cease to be a
student member but may upon payment of the
appropriate subscription be eligible to be
admitted to full membership.
(c) Membership commences when the Committee has
approved a written application for membership and
the applicant has paid the appropriate
subscription. The Committee shall not be bound to
give any reason for refusing to admit any
applicant to membership.
(d) Membership ceases upon receipt by the
Committee of the written resignation of a
financial member or when the Committee resolves
that a member whose subscription is not less than
three months in arrears shall no longer be a
(e) If the Committee is of the opinion that the
conduct of a member has been detrimental to the
interests of the Society, it may by resolution
suspend or terminate the membership as it feels
fit. No such resolution shall be passed until the
member concerned has been afforded the opportunity
of showing just cause why suspension or
termination of membership should be proceeded
6. RIGHTS AND
PRIVILEGES OF MEMBERS
Every member shall have the right to receive
notice of all general meetings, to vote at all
general meetings and to receive any publications
which the Society may decide to issue from time to
(a) Every member, other than a life member, shall
pay an annual subscription.
(b) The subscriptions of the various categories
shall be such sums as the Annual General Meeting
8. THE COMMITTEE
(a) The Committee comprises:
i. The five officers of the Society referred to in
ii. The Director of Parks and Recreation (or
iii. Six members of the Society normally elected
at an Annual General Meeting, or at a Special
General Meeting when vacancies are not casual5.
i. The Committee shall have power to fill any
casual vacancy of any elected member until the
next annual general meeting;
ii. The Committee shall have the power to co-opt
not more than three members who need
not be members of the Society;
iii. At any time the Director of Parks and
Recreation may withdraw or replace her/his
iv. The Director of Parks and Recreation (or
nominee) need not be a member of the Society;
v. The Director of Parks and Recreation shall have
the authority to include any staff member
of the Council Parks and Recreation Department in
any meeting, or meeting of the
Committee, as a non-voting participant;
vi. No other Council Parks and Recreation staff,
apart from the Director or his nominee shall
(b) The Committee shall be elected at the Annual
General Meeting of the Society.
(c) A candidate for election must be nominated and
seconded in writing by a member of the Society,
and the candidate's written consent to act if
elected must accompany the nomination, which must
be lodged at the Society's registered office, in
the ordinary course of post, seven days before the
annual general meeting.
Should insufficient nominations be received, oral
nominations, having the candidates consent, may be
received at that meeting. If more than sufficient
nominations are received an election by secret
ballot shall be conducted at the meeting.
(d) A member of the Committee vacates that
i. Resignation by notice given in writing to the
ii. Cessation of the membership of the Society; or
iii. Absence from three consecutive meetings of
the Committee without obtaining leave of absence
from the Committee; or
iv. Incapability for any reason to perform
(a) The Officers of the Society are:
Vice Presidents (2)
(b) The President and Vice Presidents shall be
elected annually. The maximum continuous term of
office for a member holding one of these positions
shall be five years. This restriction shall not
prevent a member holding each of the offices of
Vice President and President for terms of up to
five years apiece consecutively. A member having
served the maximum term shall not be eligible for
re-election until at least one year has elapsed.
The term of office of the Honorary Secretary and
Honorary Treasurer shall normally be a maximum of
five years, unless the Committee shall recommend
(c) Election of the five officers shall be carried
out in accordance with clause 8 (b), (c) and (d).
(d) The Committee may appoint such honorary
officers of the Society as it sees fit.
(a) The control and management of the Society is
vested in the Committee which has all the powers
necessary to fulfil the objects of the Society.
These include accepting donations, gifts and
legacies, acquiring, holding and disposing of real
and personal property and investing monies in
accordance with the laws relating to the
investment of trust funds. In carrying out its
functions the Committee shall apply the income and
property of the Society solely towards the
promotion of the objects of the Society as set
forth in these rules and no portion thereof shall
be paid or transferred directly or indirectly by
way of dividend, bonus or otherwise howsoever by
way of profit to members of the Society provided
that nothing herein contained shall prevent the
payment in good faith of reasonable and proper
remuneration to any officers or servants of the
Society, in return for any services actually
rendered to the Society nor for goods supplied in
the ordinary and usual way of business nor prevent
the payment of interest on money borrowed from any
member of the Society at a rate not exceeding the
usual trustee savings bank rate for the time being
for interest on first mortgages or reasonable and
proper rent for premises demised or lent by any
member of the Society.7
(b) In exercising its powers, the Committee is
obliged to give effect to decisions of the
membership embodied in resolutions carried at a
(c) The Committee may from time to time by
resolution delegate any of its powers to a
sub-committee or sub-committees.
(d) The Committee shall meet when required and
shall act by a majority vote of those members
(e) The Committee shall cause minutes to be kept
recording all resolutions and proceedings of
General Meetings of the Society and of meetings of
the Committee, and shall cause such minutes to be
submitted for confirmation at the next meeting of
the Society or the Committee, as the case may be,
and for signature by the Chairman.
(f) The Committee shall provide a Common Seal
which shall incorporate the name of the Society.
The Common Seal shall be under the control of the
Committee and shall be affixed to any document
only under the direction of the Committee and in
the presence of the President or Vice President
and one other member of the Committee. The Seal
shall be in the custody of the Honorary Secretary.
(g) The Committee shall from time to time by
resolution define the duties of the various
officers of the Committee and shall nominate one
such officer to act as a liaison officer between
the Society and the Director (or nominee) and
staff of the Gardens.
(a) The Society shall hold an annual general
meeting within six months of the end of each
financial year at a date and at a time and place
determined by the Committee.
(b) The Committee may at any time convene a
Special General Meeting and shall convene such a
meeting on the written request of five members of
the Committee or twenty-five members of the
Society, the request in either case to state the
nature of the business to be discussed.
(c) Not less than twenty-one days notice of the
Annual General Meeting, or of any Special General
Meeting, together with the business to be
transacted, shall be given to all members posted
to their last known address, but any accidental
omission to give notice to any member shall not
invalidate the meeting.
(d) Voting by proxy at any general meeting or
meeting of the Committee is not allowed.
(e) At the Annual General Meeting the Committee
shall present a written report on the activities
in the preceding 12 months and on the financial
position of the Society. A copy of the report
shall be forwarded to the Director of Parks and
Recreation for presentation to the Committee of
the Wellington City Council having a
responsibility for management of the Botanic
(f) The business of the Annual General Meeting
i. Consideration of the Minutes of the previous
Annual General Meeting and of the unconfirmed
minutes of any previous Special General Meeting;
ii. Consideration of the Committee's Annual
iii. Consideration of the audited Statement of
Accounts and Balance Sheet;
iv. Election of Patron, Officers and Committee;
v. Appointment of honorary auditor;
vi. Business of which written notice has been
given twenty-one days before the meeting; and
vii. Any other business which a majority of the
members present at the meeting considers should be
(g) The business to be dealt with at any Special
General Meeting shall be confined to:
i. Consideration of any unconfirmed minutes of a
previous Special General Meeting;
ii. Business of which written notice has been
given to members not less than twenty-one days
before the meeting.
(h) In voting at a general meeting, financial
members of all categories shall be entitled to one
vote only, which, except for the purpose of an
election, shall be cast by a show of hands. The
Chairman of a meeting has, however, a casting as
well as a deliberative vote (see clause 12).
The Chairman at all general meetings and meetings
of the Committee shall be the President, in whose
absence a Vice President (or if unavailable some
other member of the Committee chosen by the
meeting) shall take the chair
(a) The quorum at a general meeting shall be
(b) The quorum at a meeting of the Committee shall
be five members.
(a) Reasonable and authorised expenses by members
of the Society in carrying out the duties for the
Society will be met.
(b) All monies of the Society shall be banked in
such bank or banks as the Committee shall from
time to time determine.
(c) Cheques drawn on the Society's Account are to
be signed by two of three authorised signatories.
(d) The financial year of the Society shall be
from 1 July to 30 June.
(e) The accounts of the Society, which are to be
kept by the Honorary Treasurer, are to be audited
by a member of the NZ Society of Accountants
appointed by the Annual General Meeting.
In carrying out the objects of the Society, the
Committee shall be authorised to borrow money and
to give security for such purpose over any of its
16. VETO POWERS TO
If the Director (or nominee) advises the President
that a particular course of action proposed by the
Society would not be in the best interests of the
Garden , that course of action shall not be
pursued. The Committee may ask the Director (or
nominee) to discuss the matter with its
representatives with a view to finding common
ground on the matter concerned.
17. ALTERATION OF
An alteration of this Constitution may be made at
an Annual General Meeting or Special General
Meeting and subject to the following conditions:
(a) Notice of the proposed alteration shall have
been given to the Honorary Secretary in writing
not less than four weeks before the meeting.
(b) Any alteration shall be approved by a
two-thirds majority either in the proposed or in
identical or substantially similar terms.
(c) The alteration shall not change any rule to
introduce any object for the Society which is not
a charitable purpose8.
(d) If any alteration is passed, it shall come
into operation after the day of registration with
the Registrar of Incorporated Societies.
I8. 0FFICE OF THE
The office of the Society shall be the residential
address of the Honorary Secretary or in such other
place as the Committee shall from time to time
The Society may be dissolved by a resolution
passed at a general meeting and confirmed in
accordance with the Incorporated Societies Act
1908. Upon dissolution of the Society, and payment
of the Society's debts, the assets of the Society
shall be transferred by the appropriate last
officers of the Society to the Wellington City
Council for expenditure on the Botanic Garden.
20. INTERIM POWERS
OF STEERING COMMITTEE
Until the election of a Committee at the inaugural
Annual General Meeting of the Society, the powers
and responsibilities of the Committee shall be
vested in a Steering Committee set up by the
Upon the Committee's election, the Steering
Committee shall be dissolved and its funds shall
be transferred in whole to the Society's account.
1 2004 AGM
2 1994 AGM
3 2004 AGM
4 2004 AGM
5 1990 AGM
6 1991 AGM
7 1991 AGM
8 1991 AGM