CONSTITUTION OF

"FRIENDS OF THE

WELLINGTON BOTANIC GARDEN INCORPORATED"


 (As endorsed by the membership at a special general meeting on 30 September 2017.)


1. NAME OF SOCIETY

The name of the Society is:"Friends of The Wellington Botanic Garden Incorporated"

2. INTERPRETATION

In this Constitution, unless the context or subject matter otherwise indicates or requires:

"the Society" means the Society referred to in clause 1;


"the Wellington Botanic Garden" and "the Garden" 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 Garden and,


"Council" means the Wellington City Council;


"the Manager of the Botanic Garden" 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 plural number.


3. OBJECTS

The objects for which the Society is established are:

(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 Recreation Department.


(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 objectives.


(e) To assist the Council's Parks and Recreation Department where it is able to do so with technical advice concerning the Garden.

4. PATRON

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.

5. MEMBERSHIP

(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. full member


iii. 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 individual member shall not be liable for payment of any subscription and shall be entitled to vote and otherwise exercise the rights of an individual member.


ii. Full 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 single 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.


iii. Student member; any individual who presents evidence of enrolment in any tertiary study course approved by the Committee shall be eligible for membership as a student member for the duration of that course or longer, as decided by the Committee.

(c) Membership commences when the Committee has approved a written application for membership and the applicant has paid the appropriate subscription where necessary. 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 member or when the Committee resolves that a member whose subscription is not less than three months in arrears shall no longer be a member.

(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 not be proceeded with.

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 time.

7. SUBSCRIPTIONS

(a) Every member, other than a life member or other categories as decided by the Annual General Meeting, shall pay an annual subscription.


(b) The subscriptions of the various categories shall be such sums as the Annual General Meeting shall determine.

8. THE COMMITTEE

(a) The Committee comprises:

i. The five officers of the Society referred to in clause 9;


ii. The Manager of the Botanic Garden (or nominee) (ex-officio);


iii. Six members of the Society normally elected at an Annual General Meeting, or at a Special General Meeting when vacancies are not casual.

Provided that:


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 Manager of the Botanic Garden may withdraw or replace her/his nominee;


iv. The Manager of the Botanic Garden (or nominee) need not be a member of the Society;


v. The Manager of the Botanic Garden 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 Manager or his nominee, shall hold office.

(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 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 position by:


i. Resignation by notice given in writing to the Committee; or


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 Committee duties.

9. OFFICERS

(a) The Officers of the Society are:


President


Vice Presidents (up to 2)


Honorary Secretary


Honorary Treasurer

(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 otherwise.

(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.


10. MANAGEMENT

(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.

(b) In exercising its powers, the Committee is obliged to give effect to decisions of the membership embodied in resolutions carried at a general meeting.

(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 present.

(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 or more such officers to act as a liaison officer between the Society and the Manager (or nominee) and staff of the Garden.

11. MEETINGS

(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. The meeting may be virtual, and communication and vote may be by electronic or postal media.

(c) Not less than fifteen 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 sent electronically or 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 Manager of the Botanic Garden for presentation to the Committee of the Wellington City Council having a responsibility for management of the Botanic Garden.

(f) The business of the Annual General Meeting shall include:

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 Report;


iii. Consideration of the Statement of Accounts and Balance Sheet reviewed or audited as required by law governing financial reporting for voluntary organisations;


iv. Election of Patron, Officers and Committee;


v. Appointment of honorary auditor if required by law or if reasonably requested by the Committee;


vi. Business of which written notice has been given fifteen days before the meeting;


vii. Any other business which a majority of the members present at the meeting considers should be dealt with.

(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 fifteen 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).

12. CHAIRMAN

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

13. QUORUM

(a) The quorum at a general meeting shall be fifteen members.


(b) The quorum at a meeting of the Committee shall be five members.

14. FINANCE

(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) Expenditure above $100, through Internet Banking, cash or by cheques drawn on the Society's Account, are to be authorised by two signatories authorised by the Committee and may then be effected by a single authorised signatory.


(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 or reviewed by a member of the NZ Society of Accountants or other competent professional appointed by the Annual General Meeting if required under applicable law governing the operation of voluntary societies.


(f) The Committee can commission either an Audit Review or a Full Audit of the Friends’ accounts where circumstances support either approach. [Added by Special General Meeting in March 2015]

  1. 15. VETO POWERS TO THE MANAGER

If the Manager (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 Manager (or nominee) to discuss the matter with its representatives with a view to finding common ground on the matter concerned.

16. ALTERATION OF CONSTITUTION

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 and communicated to Members not less than fifteen days before the meeting.


The meeting may be virtual, and communication and vote may be by electronic or postal media.





Amendment History
1 2004 AGM
2 1994 AGM
3 2004 AGM
4 2004 AGM
5 1990 AGM
6 1991 AGM
7 1991 AGM
8 1991 AGM
9 2017 SGM