MAIRANGI ARTS CENTRE TRUST BOARD
SCHEDULE OF OBJECTS, POWERS AND RULES
SECTION 1
The Board established for the objects and powers hereinafter set forth shall be known as
MAIRANGI ARTS CENTRE TRUST BOARD.
SECTION II
Interpretation of words and phrases in this Schedule:
“The Trustees” Shall mean the
Members of the Board appointed as Trustees
from time to time.
“The Executive Committee” Shall mean the Committee constituted
by this Deed to
administer the duties of the Board.
“The Committee Members” Shall mean the
Members of the Executive Committee
appointed from time to time.
SECTION III
The Objectives for which the Board is established and its powers shall be as follows:
1. (a) TO PROVIDE for persons of all
ages within the City of East Coast Bays, the suburbs of Auckland and elsewhere
in New Zealand, facilities for the creation, display, learning, teaching,
participation, understanding and enjoyment of all forms of Arts and Crafts,
including the visual, performing, static, or other art forms and expressly but
without limitation to include those forms of Art comprising painting, drawing,
etching, print making, screen printing, sculpturing, carving, woodworking,
pottery, porcelain, music (both composition and performing), dance (including
all forms, both classical and modern), drama in all forms, literature, poetry,
readings, weaving, spinning, embroidery, tapestry, patchwork and quilting,
needlework, sewing, fashion design, interior and artistic decoration, cane
work, leatherwork, crafting on natural and unnatural fibres and materials,
enamel work, metal craft working, precious and semi precious stonework and
crafting, glasswork, photography, films and video artwork, floral artwork, soft
goods, models and toy work, lithography and similar (hereinafter collectively
referred to as “Art forms”, or as the case may require “Art Works” and “Art
Skills”).
(b) TO HOLD promote and foster exhibitions, displays and performances of the aforesaid Art Forms, works and skills (whether the some be modern or antique) and undertake the celebration and observance of cultural, education, ethnic or religious events.
(c) TO ASSIST promote and encourage those persons involved in all aforesaid Art forms, works and skills in their exhibiting, teaching, imparting, production and selling of their works, or skills whether such involvement be vocational, hobbyist, therapeutic or otherwise.
(d) TO TEACH and provide the opportunity for learning and advancement by all interested persons of all Art skill aforesaid.
(e) TO PROMOTE a greater understanding of all Art forms and the disciplines connected therewith.
(f) TO PROMOTE a greater appreciation of all Art forms in their practical theoretical and historical aspects.
(g) TO FOSTER and encourage active participation in all forms of Art.
(h) TO PROMOTE a greater awareness and enjoyment of all Art forms by interested sectors of the community.
(i) TO PROVIDE programmes, courses, films, lectures, demonstrations, seminars, conventions, trainers, tutors, instructors, and learning aids of all descriptions to better assist in the promotion and teaching of the aforesaid objects.
(j) TO PROVIDE all or any other services or facilities which may in the opinion of the Board be conducive to promoting greater enjoyment and better utilisation of all Art forms, works and skills.
(k) TO ESTABLISH a centre at Mairangi Bay, North Shore, Auckland or at such other place or places as the Board may direct, for the better provision of the hereinstated objects of the Board.
(l) TO ENGAGE professional or voluntary tutors, teachers and assistants of all descriptions, and in particular (but without limitation) to engage an Art Director, on contract or otherwise and to enter into contractual arrangements of the employment of such persons on any basis, advantageous to the objects of the Board.
(m) TO CARRY on business of promoters, publishers, printers, advertisers and advisors, and any other similar activities or business which can conveniently be carried on in connection therewith.
(n) TO PROMOTE establish manage finance or in any way assist any camp school or training course conducive to the objects of the Board.
(o) TO ADOPT such means of making known the activities and objectives of the Board and facilities, displays, exhibitions, concerts and courses of tuition under its sponsorship as may seem expedient, and in particular by advertising in the Press, by circulars, by publication of books, periodicals and pamphlets or any other forms of advertising.
(p) GENERALLY to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the Board may think necessary or convenient for the purpose of its business and in particular but without limiting the foregoing, any land buildings, easements, machinery, plant, stock in trade, omnibuses, motor vehicles, aeroplanes and vessels of any description.
(q) TO LEND or invest with or without security on such terms as may seem expedient whether or not such loan or investment shall be or constitute a trustee investment and/or to guarantee the performance of any contract by any person.
(r) TO BORROW from time to time at its discretion for the purpose of the Board from any person company or Body Corporate, any sum or sums of money with or without security and if secured on the security of all or any of the Board’s property (real and personal) assets and effects both present and future either under legal mortgages or charges with powers of sale and other usual powers or by any other securities of the Board generally on such terms and conditions as to rate of interest or otherwise as the Board thinks fit and the Board may also borrow monies from the Board’s bankers on overdraft or otherwise with or without security.
(s) (i) TO ACQUIRE and undertake the
whole or any part of the business, property
assist and liabilities or any persons company or Body Corporate
carrying on
any business or activity which Board is hereby authorised to carry on or can
conveniently be carried on in connection with the Objects of the Board.
(ii) TO ENTER into any partnership union of interests,
co-operation joint venture
or reciprocal concession with any person company or Body Corporate,
carrying on or engaged in or about to carry on or engage in any
business or
transaction which this Board is authorised to carry on or engage in
or any
business or transaction capable of being conducted so as directly or indirectly to benefit this Board.
(iii) TO ENTER into any arrangements with any
Government or authority
supreme municipal local or otherwise that may seem conducive to the
Board’s objects or any of them and to obtain from any such
Government or
authority any rights privileges or concessions which the Board may
think it
is desirable to obtain and to carry out exercise and comply with
any such
arrangements privileges rights and concessions.
(iv) TO DRAW make accept endorse, discount, execute and
issue promissory
notes, bills or exchange, bills of lading, warrants, debentures,
and other
negotiable or transferable instruments.
(t) TO CONSTRUCT maintain and alter any buildings or works necessary or convenient for the purpose of the Board.
(u) TO OBTAIN any Court Order, Regulation, Order in Council or Act of Parliament for enabling the Board to carry any of its objects into effect or for effecting any modification of the Board’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Board’s interests.
(v) TO SELL improve manage develop exchange lease mortgage enfranchise dispose of turn into account or otherwise deal with all or any part of the property undertaking and right of the Board and without limiting the foregoing to lease let or hire out any part or parts of the property or premises of the Board for the purpose of studios art and work shops, shops or other facility for retail, hire purchase and display of all forms of Arts & Crafts and for the provision of a restaurant, café or other refreshment outlet.
(w) TO RAISE funds and receive grants donations fees subscriptions dues and other monies to further the purpose of the Board.
(x) TO GRANT bursaries or scholarships for the purpose of promoting and actively assisting in promotion of the aforesaid Objects of the Board.
(v) TO DEVELOP and turn to account any land acquired by the Board or in which it is interested and in particular by laying our and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings, and by planting, paving draining farming cultivating and letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with Builders and others.
(z) TO PAY all or any of the expenses incurred in and in connection with the Incorporation and establishment of this Board.
(ZZ) TO REPAY and recoup the Trustees or Committee Members for all travelling and out of pocket expenses incurred by them in their administration of the trust and to pay to the Trustees or members such honorarium either annually or otherwise as it thinks it.
(YY) TO APPOINT advisory trustees, managers, agents and attorneys in New Zealand or any part of the world for all or any of the purposes of the Board and to remunerate such Managers, agents and attorneys by salary or commission or partly by one mode and partly by another mode.
(XX) TO EMPLOY officers and/or servants either full time or part time whether or not they are Trustees and/or Committee Members, and to pay them such salaries or wages and employ them on such terms as the Board may think proper.
(WW) TO DO all or any of the above as Principals Agents, contractors trustees or otherwise and by or through agents, trustees or otherwise and either alone or in conjunction with others.
(VV) TO DO all such other things as in the opinion of the Board may be incidental or conducive to the attainment of any of the aforegoing objects for the exercise of any of the aforegoing powers.
(UU) THE INCOME and the property of the Board howsoever derived shall be applied toward the attainment of the objects of the Board as set forth in this schedule in such manner as the Trustees think fit and by way of trustee investment or otherwise.
(TT) TO ALTER in any way all or any of the Rules set forth in Section III in this Schedule in the manner set forth in Clause 12 of the said Rules but not to alter Rule 12
2 THE OBJECTS set forth in any Clause or sub-clause of this Schedule shall not except where the context expressly requires, be in any way limited or restricted by reference to or any inference from the terms of any other clause or sub-clause. None of such clauses or sub-clauses or the object therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to any other clause sub clause or objects but the Board shall have the full power to exercise all or any of the objects and powers set out in this Schedule, independently or any other of its objects and powers.
3. NOTWITHSTANDING anything hereinbefore contained the Objects or purposes of this Trust are or shall be Charitable and shall be deemed not to include or extend for any matter or thing which is or shall be hereinafter held or determined to be a non-Charitable and the powers and purposes of the Board and Trust shall be restricted accordingly and limited to New Zealand.
4. THAT upon the winding-up or dissolution of the Board all surplus assets after the payment of all costs debts and liabilities shall be paid to or disposed of at the direction of an independent Arbitrator appointed for this purpose by the Board prior to the dissolution of the Board. The foregoing provisions of this paragraph are subject to the Provisions of Section 27 of the Charitable Trusts Act, 1957 which provides that on dissolution the surplus assets shall be disposed of as the High Court of New Zealand directs, and it being the wish of the Board that upon dissolution or winding-up an Application will be made to the High Court to dispose of surplus assets in accordance with this clause.
SECTION IV
The RULES if the Board shall be as follows:-
1. CONSTITUTION OF THE BOARD:
(a) The first Trustees of the board shall be
PATRICIA MARY HEWSON
JOHN BRYAN FOREMAN
PAMELA JEAN DALTON
LESLIE MAYNARDE
NEIL ROBINSON
Whose appointment shall commence from the date of the Trust Deed to which this is annexed.
(b) The aforesaid first appointed Trustees shall as soon as practicable ad within a period of 6 months from the date of their appointment appoint further trustees of the Board si that there shall be not less than 6 nor more than 15 Trustees of the Board, and such Trustees shall include:-
(i) One representative from East Coast Bays City Council
(ii) Such further or other persons or representatives of such Bodies or Organisations concerned with the aforesaid Art forms or of community, social or other authorities, institutions or members of the Public as may be approved by the Board from time to time.
Thereafter, (subject to these Rules) the Trustees of the Board as constituted from time to time shall have vested in them the power of appointment of subsequent Trustees by Resolution.
(c)
In the event of any Organisation referred to in
1(b) for a succeeding Organisation as referred to in Clause 1(f) failing to
nominate within a reasonable
time a representative for appointment as Trustee then the Board shall have the right to either leave such a position vacant or appoint such other suitable Trustee who may in its sole discretion best represent the sector or interest of such Organisation provided that the Board shall not allow the Board of Trustees upon the Board to be less than six (6).
(d)
A trustee shall hold office for a term not
exceeding the date of the third Annual General Meeting after the date of his
appointment but shall thereafter be eligible for re-appointment for a further
term or terms.
(e)
The immediate past Chairman of the Board shall
as of right be entitled to continue as a Trustee for a further period of one
year and shall thereafter be eligible for re-appointment as a Trustee in the
manner provided in sub-Clause (d).
(f)
Where any of the Organisations mentioned in
Clause 1(b) of these Rules shall cease to exist or all or a substantial part of
its functions are succeeded to by some other Organisation then such last
mentioned Organisation shall have the same right of representation in the Board
as was held by its predecessor.
(g)
The representatives appointed by any of the
afore-mentioned Organisations and who become a trustee may be replaced at any
time by the Organisations which he represents on such Organisation giving
notice in writing to that effect to the Secretary or other Officer of the Board
and if there shall be any difference or dispute as to who is the representative
of any Organisation on the Board, the decision of the Board in general meeting
shall be final.
(h)
A Trustee may be expelled from the Board upon a
vote of not less than three quarters of the trustees at a General Meeting of
the Board. At least two weeks prior to the convening of such meeting the
Chairman of the Board shall give notice of the proposed notice of expulsion to
the Trustee concerned, together with a summary of the reasons or allegations
for the proposed expulsion and shall invite the trustee concerned to make his
reply thereto at a General Meeting so convened.
(i)
Any Trustee may resign from membership of the
Board by giving notice in writing to that effect and such resignation shall
take effect as from the date of the receipt by the Board of the said notice.
(j) The Trustee shall be bound by the Rules as set forth in this Section IV and also by such Regulations as are made and are accepted from time to time by the Board.
2. FUNCTIONS, POWERS AND DUTIES OF THE BOARD:
(a)
TO CONTROL administer and manage the property
and affairs of the Trust
(b)
TO CARRY out effect and perform the objects of
the Trust according to Law and as provided in and by the Charitable Trust Act,
1957 and in accordance with these Rules.
(c)
TO APPOINT such officers, assistants, servants,
either honorary or otherwise and upon such terms conditions and at such
remuneration as the Board shall think fit and from time to time to remove and
replace any persons so appointed.
(d)
TO APPOINT sub-Committee, Ad-Hoc Committees,
or Executive Committees as the Board may from time to time think expedient for
the carrying out of the Objects. Members of any such Committee need not
necessarily be trustees save for the provisions as hereinafter appear for the
constitution of an Executive Committee.
(e)
TO DETERMINE a class of membership of the
Charitable Trust (to be known unless otherwise determined as “members of the
Art Centre”) and such other class or classes of membership as the Board may
think fit and to determine the rights and liabilities pertaining to such
membership.
(f)
TO DO all such other things as not being
contrary to Law and not prohibited by these Rules shall or may be necessary or
desirable in the opinion of the Board for the carrying out and performance of
the Objects.
(g) TO DO all such other things as shall be necessary or desirable in order to comply with the provisions of The Charitable Trust Act, 1957 and their relationship with the Trust.
3 GENERAL MEETINGS OF THE BOARD
(a)
A General Meeting of the Board shall be held
within 12 months of the date of constitution of the Trust and subsequent
General Meetings shall be held once at least in every year at such time and
place as may be determined by the Board and not more than 15 months shall be
allowed to elapse between any two such General Meetings.
(b)
The above mentioned General meeting shall be
called Annual General Meetings. All other meetings of the board shall be called
Special General Meetings.
(c)
At such Annual General Meeting the Board shall
elect the following officers:
(i) A CHAIRMAN who shall be a Trustee
(ii) A SECRETARY who may or may not be a Trustee Each such officer shall
hold his appointment until the election of such officers at the next
Annual
General Meeting.
(d) The Board shall determine and nominate at its first General Meeting
pursuant to Clause 3(a) above its annual finance date for the preparation of
all accounts which shall be, unless expressly otherwise determined by the
Board, the 31st day of March in each year.
(e)
The Board shall receive and consider all reports
accounts programmes and other material submitted to it by the Executive
Committee, or other sub-Committees and determine all matters of policy or
directive as may besought by the Executive Committee and sub-Committee.
(f)
The Board shall determine the amount of
subscription payable by the members of the Art Centre, or by any other class or
classes of membership, for the ensuing year. Unless otherwise determined such
subscriptions shall be deemed to be for the period commencing the day after the
Annual General Meeting and ending on the day of the next Annual General
Meeting.
(g)
A Special General Meeting shall be called by the
Secretary on receipt of a requisition signed by at least 5 Trustees or by Order
of the Executive Committee as hereinafter constituted.
(h) Fourteen (14) days notice at least specifying the place the day and the hour of meeting and in case of special business, the general nature of such business shall be given to the Trustees but the accidental omission to give notice to any member or the non-receipt of any member or such notice shall not invalidate the proceedings at any General Meeting. Notice shall be deemed to have been given to any member if it be posted to his last known postal address and he shall be deemed to have received such notice when it would in the ordinary course of post have been delivered to such address.
4 PROCEEDINGS AT GENERAL MEETINGS OF THE BOARD
(a)
No business shall be transacted at any General
Meeting unless there be personally present or represented by proxy at the
commencement of business at least 60 per cent of the Trustees which shall
constitute a quoru..
(b)
It within ½ hour from the time appointed for the
Meeting a quorum is not present the meeting if convened upon the requisition of
the Trustees shall be dissolved and in any other case it shall stand adjourned
to the same day in the following week at the same time and place or to such
other day and at such other time and place as the Chairman may determine and if
at such adjourned meeting a quorum is not present within ½ hour from the time
appointed for the meeting, the Trustees present shall be a quorum.
(c)
The Chairman shall be entitled to take the chair
at every General Meeting or if there be no Chairman or at any meeting he shall
not be present within 15 minutes after the time appointed for the holding of
such meeting, the Vice-Chairman, if he is then present shall be entitled to
take the chair and if he is not present the members present shall choose one of
their number to be Chairman.
(d)
The Chairman of the General Meeting at which a
quorum is present may with the consent of the meeting form time to time and
from place to place but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the
adjournment took place.
(e)
At every General Meeting a Resolution put to the
vote of the meeting shall be decided on a show of hands by a majority of the
trustees present in person or represented by proxy unless before or upon the
declaration of the result of the show of hands a Poll be determined by the
Chairman or by any trustee present in person or represented by proxy and
entitled to vote. Unless a Poll be so demanded a declaration by the Chairman
of the meeting that a Resolution has been carried or has been carried by a
particular majority or lost or not carried by a particular majority shall be
conclusive and an entry to the effect in the books or proceedings of the Board
shall be sufficient evidence thereof without proof of the number or proportion
of the votes recorded in favour of or against such Resolution.
(f)
Every trustee present or represented by proxy
shall be entitled to 1 vote.
(g)
If a poll be determined in manner aforesaid on
the election of a Chairman of a meeting or on any question of adjournment it
shall be taken at the meeting and without adjournment and in any other case it
shall be taken at such time and in such place and in such manner as the
Chairmen shall direct and the result of the Poll shall be deemed to be the
Resolution of the Meeting at which the Poll was demanded.
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(h)
In the case of an equality of votes either on a
show of hands or on a poll the Chairman of the meeting at which the show of
hands takes place or at which
the poll demanded, as the case may be, shall be entitled to a further or
casting vote.
5 EXECUTIVE COMMITTEE
(a) The affairs of the Board shall be administered (subject to the direction and control of the Board) by an Executive Committee which shall comprise not more than 12 nor less than 6 Committee members of whom at least 2 shall be Trustees and (provided there are at least (20) current financial members of the Art Centre registered at the date of the Annual General Meeting) at least (3) members of the Art Centre who shall not be Trustees.
(b)
Nomination for Committee members shall ne in
the hands of the Secretary of the Board at least 7 days prior to the Annual
General Meeting of the Board provided that if insufficient nominations are
received by that date then nominations for any vacant position may be received
at the meeting.
(c)
The Committee members shall be elected at the
Annual General Meeting of the Board by the Trustees of the Board and shall hold
office until the ensuing Annual General Meeting.
(d)
A Retiring Committee member shall be eligible
for re-election.
(e)
An Immediate Past-Chairman of the Executive
Committee shall be deemed to be a Committee member for the ensuing year.
(f)
At the first meeting of the Executive Committee
following its election at the Annual General Meeting of the Board, it shall
elect from its Committee Members to following officers:
(i) CHAIRMAN
(ii) VICE-CHAIRMAN
(iii) SECRETARY
(iv) TREASURER
The aforesaid
Chairman shall be a Trustee but other officers may or may not be a Trustee.
The office of Secretary and Treasurer may if the Committee so decides be
amalgamated.
(g)
In the event of any Committee member dying or
retiring or becoming incapable of acting or having to vacate his office the
Executive Committee may thereupon appoint such other person in their discretion
to fill the vacancy for the residue of the term.
(h)
Fifty (50) per cent of the Committee members
(including Officers) personally present at a meeting shall constitute a quorum,
provided however that the Chairman shall have a Casting Vote in the event of
equality of votes.
(i)
The Executive Committee shall prepare and present
to the Board at its Annual General Meeting all reports and accounts as may be
required by Clause 9 of these Rules and such other programmes reports and other
details it may wish the Board to consider.
(j)
The Executive Committee may appoint
sub-committees and ex-officia members to assist in the carrying out of its
duties.
(k)
The Executive Committee shall meet in at least
10 separate months of each year for the carrying out of its duties.
(l)
Any Trustee shall have the right to attend at
any meeting of the Executive Committee but shall not have voting rights at such
meeting unless he additionally holds office as a Committee Member.
(m)
Any Trustee (whether a Committee Member or not)
shall be entitled to propose a motion for consideration by the Executive
Committee provided that such motion is seconded by either another trustee or a
Committee Member.
6 CUSTODY AND USE OF COMMON SEAL
The Common Seal of the Board shall be kept in the custody of the Secretary of the Board and shall be used only by authority of a Resolution of the Executive Committee or of the Board. Every Instrument to which the Seal is affixed shall be signed by any two of them, the Chairman of the Board, the Secretary of the Board and the Chairman of the Executive Committee.
7 CONTROL OF FUNDS
(a)
All monies received by or on behalf of the Board
shall forthwith be paid to the credit of the Board in an account with the
Auckland Savings Bank at its branch in Mairangi Bay or such other bank or
savings bank from time to time to be fixed by the Executive Committee and all
cheques or withdrawal slips drawn on the account shall be signed by both the
Treasurer and any other Officer or Member of the Executive Committee
(b) The income and property of the Board whensoever derived shall be applied solely towards the promotion of the Objects of the Board as hereinbefore set forth and no portion thereof shall be paid or transferred directly or indirectly to the members of the Board, provided that nothing herein shall prevent the payment in good faith of reasonable remuneration to any Officer or servant of the Board or to any member of the Board in return for any services actually rendered to the Board nor prevent the payment of interest at current rated on money lent or reasonable and proper rent for premises demised or let by any Member of the Board.
8 AUDIT
At each Annual General Meeting the Board shall appoint an Auditor who shall not be a Member of the Board.
9 ANNUAL REPORTING AND STATEMENT OF ACCOUNTS
The Executive Committee shall at the Annual General Meeting of the Board present a report dealing with the affairs of the Board supported by a duly Audited Statement of the Income and Expenditure of the Board during the preceding financial year and a Statement of Assets and Liabilities.
10 WINDING UP
(a)
The Board may be wound up by application to the
High Court of New Zealand if at a Special General Meeting a Resolution is
passed requiring the Board to be wound up and the Resolution is confirmed at a
subsequent Special General Meeting called for that purpose and held not earlier
than 30 days after the date on which the Resolution so to be confirmed is
passed.
(b)
If upon the winding up of the Board there
remains after the satisfaction of all its debts and liabilities any property
whatever the same shall not be paid or distributed among the members of the
Board but shall be disposed of in accordance with the Objects and powers of the
Board set forth in Clause 4 of Section III of this Schedule and in particular
shall be applied for or towards the continued promotion of Arts and Crafts
within the community or communities referred to in the aforesaid Objects.
11 REGISTERED OFFICE
The Registered office of the Board shall be determined by the Executive Committee from time to time by Resolution and notified to the Registrar of Incorporated Societies at Wellington.
12 ALTERATION TO RULES
The Board may add to amend alter or rescind any of its Rules at a General Meeting of which notice has been given of an intention to consider the amendment of Rules and by a
Resolution passed by a majority of mot less than three-fourths of the members entitled under these Rules to vote present personally or represented by proxy at such meeting PROVIDED THAT no additional to amendment alteration or rescission of Clauses 7(b) or 10 (b) of these Rules shall be permitted which would result in the Board being declared Non Charitable by the Registrar of Incorporated Societies and the Commissioner of Inland Revenue or their respective successors in office.
13 INTERPRETATION OF RULES
Any question arising as to the interpretation of these Rules or any question arising on any subject within the scope of the Board’s authority not otherwise provided for shall be decided by the Board whose decision shall be final.
14 INCORPORATION
In addition to and without limiting the powers contained or implies in Section III of this Schedule the Board shall have power to apply for Incorporation under the provision of The Charitable Trusts Act, 1957.
NOTICE OF ALTERATION OF RULES OF TRUST BOARD
MAIRANGI ARTS CENTRE TRUST BOARD
TO: The Registrar
Incorporated Socities
Auckland
TAKE NOTICE that at a Special General Meeting of Mairangi Arts Centre Trust Board held on day the day of 1994 at Mairangi Bay.
IT WAS RESOLVED that the Rules of the Trust Board be altered as follows:
1
That Section II interpretation of words and
phrases be amended by:
(a) Deleting “The Executive Committee …. duties of the Board”
(b) Deleting “The Committee Members … from time to time”
(c) Adding the
following:
“Reference to
male gender in any part of this document shall be deemed to refer to and
include the female gender.”
”Reference to the singular in any part of this document shall where appropriate
be deemed to refer and include the plural and vice versa”
2
That Section III clause 1 (a) amended by
deleting the words:
”City of East Coast Bays”
and inserting in their place the words:
”City of North Shore”
3
Schedule III clause 1 (m) be amended by adding
the following proviso:
”Provided that in connection with any business carried on by the
Trustees no payments shall be made to any person:
(a) Who is a Settlor or Trustees of the Trust; or
(b) where that person and that Settlor or Trustee are associated persons
(as that term is defined in the Income Tax Act 1976) for work done
or services rendered in connection with any such business nor
shall,
in the carrying on of any such business, any benefit or advantage
(whether or not convertible into money) or any income or any of the
kinds referred to in section 66(2) of the Income Tax Act 1976 be
afforded to. Or received, gained, achieved or derived by any such
person where that person is able by virtue of that capacity
as Settlor
or Trustee or associated person, in any way (whether directly or
indirectly) to determine, or to materially influence in any way the
determination of, the nature or the amount of that payment, benefit
or advantage or that income or the circumstances in which it is or
is
to be or that income or the circumstances in which it is or is to
be so
received gained achieved afforded or derived”.
4
That Schedule III clause 1 (ZZ) be amended by
deleting that paragraph and substitution the following:
”ZZ TO REPAY and recoup at the sole discretion of the Board the Trustees or
Committee Members for all travelling and out of pocket expenses incurred by
them in their administration of the Trust and to pay to the Trustees or Members
such honorarium either annually or otherwise as it thinks fit”
5
That section IV clause 1 (b) be amended by deleting
entirely the words:
”(i) one representative from East Coast Bays City Council”.
6
That Section IV clause 2 (d) be amended by
deleting the words:
”Save for the provisions as hereinafter appear for the constitution of an
Executive Committee”
(i)
That Section IV clause 3 be deleted in its
entirety and the following clauses substituted:
3 MEETINGS OF THE BOARD
(a) Annual General Meeting
(i) A general meeting of the Board shall be held within 12 months
of the date of
constitution of the Trust and subsequent Annual General Meetings
shall be held
once at least in every year at such time and place as may be
determined by the
Board and not more than 15 months shall be allowed to elapse
between any two
such General Meetings.
(ii) At each Annual General Meeting the Board shall elect the
following officers
- A Chairman who shall be a Trustee
- A Vice Chairman who shall be a Trustee
- A Secretary who may or may not be a Trustee
- A Treasurer who shall be a Trustee
Each such officer shall hold his or her appointment until the election of such officers at the next Annual General Meeting.
(iii) The Board shall determine and nominate at its first Annual
General Meeting pursuant to clause 3(a)(i) above its annual finance date for
the preparation of all accounts which shall be unless expressly otherwise
determined by the Board, The 31st day of December in each year.
(iv) At each Annual General Meeting the Board shall receive and
consider all reports, accounts programmes and other material submitted to it by
the Committees appointed by the Board from time to time and shall determine all
matters of policy or directive as may be required for the furtherance of the
objects of the Board.
(v) At each Annual General Meeting the Board shall determine the amount of subscription payable by the members of the Art Centre, or by any other class or classes of membership, for the ensuing year. Unless otherwise determined such subscriptions shall be deemed to be for the period commencing the 1st day of January and ending on the 31st day of December each year.
(c) Special General Meetings
A special General Meeting may be called by the Secretary on receipt of a
requisition signed by at least 5 Trustees and for the purpose of considering
and determining special business of importance to the Board and the furtherance
of its objects.
(d)
Ordinary Board Meetings
(i) The Board or its delegated members duly authorised by the Board
and not being
less than one-third of the Trustees from time to time shall meet
in at least 10
separate months of each year for the purpose of carrying out the
day to day
duties administration and organisation of the Board’s activities,
but shall not at
such meetings be entitled to determine matters of policy,
directive or importance
which may be contrary to the resolutions of the Board at its Annual or Special
General Meetings.
(ii) At
ordinary Board Meeting the Board may authorise the payment of accounts
and expenditure subject to any limitations imposed by the Board at its
Annual or Special General Meetings.
(iii) The Board may appoint or delegate its functions to persons (whether
Trustees or ) or sub-committee for the purposes of carrying out its
functions.
(iv) Any
Trustee shall have the right to attend at any Ordinary Board
Meetings.
(v) Any Trustee shall be entitled to propose a motion for consideration at Ordinary Board Meetings.
8 That Section IV be amended by deleting clause 4 Heading and
sub-clauses (a) and (d)
and substituting the following:
4 PROCEEDINGS AT MEETINGS OF THE BOARD
(a)
No business shall be transacted at any meeting
of the Board unless there be personally present at the commencement of business
at least two-thirds of the trustees in the case of any Annual General Meeting
or Special General Meeting or one-third of the Trustees in the case of an
Ordinary Board Meeting, which shall constitute a quorum. At Annual General
Meetings and Special General Meetings but not an Ordinary Board Meetings,
trustees may be represented by proxy.
(b)
The Chairman of an Annual General Meeting,
Special General Meeting or Ordinary Board Meeting at which a quorum is present
may with the consent of the meeting adjourn the meeting from time to time and
from place to place but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the
adjournment took place.
9 That Section IV clause 4(e) be amended by
deleting from the first line the word “General”.
10 That Section IV clause 5 be deleted in its entirety and the following clause substituted:
5 NOTICE OF MEETINGS
(a)
In the case of Annual General Meetings and
Special General Meetings 14 days notice of meeting shall be given to the
Trustees and/or Members of the Trust or members of the public if its resolved
to invite such members. In the case of special business, the general nature of
such business shall be given in the Notice. The accidental omission to give
notice to any trustee or member or the non-receipt of any member of such notice
shall not invalidate proceedings at any Annual General Meeting or Special
General Meeting. Notice shall be served by way of post and/or by way of
publication in a suitable newspaper as the Secretary may determine. Notice
shall de deemed to have been given to any trustee or member if it be posted to
his last known postal address and he shall be deemed to have received such notice
when it would in the ordinary course of post have been delivered to such
address.
(b)
In the case of Ordinary Board Meetings, no
formal notice need be given and such meetings may be by way of standing
arrangement or as notified verbally or in writing from time to time by the
Secretary of other person co-ordinating such Ordinary Board Meeting.
11 That Section IV clause 6 be deleted and the following clause substituted.
6 CUSTODY AND USE OF COMMON SEAL
The common seal
of the Board shall be kept in the custody of the Secretary of the Board
and shall be used only by authority of a resolution of the Board. Every
instrument to which the seal is affixed shall be signed by any two of them the
Chairman, Vice Chairman and Secretary of the Board.
12 That Section IV clause 7 be deleted in its entirety and the following substituted:
7 CONTROL OF FUNDS
(a) All monies received by or on behalf of the Board shall forthwith be
paid to the credit of the Board in an account with the Auckland Savings Bank at
its branch in Mairangi Bay or such other bank or savings bank from time to time
to be fixed by the Board at an Annual General Meeting or Special General
Meeting and all cheques or withdrawal slips drawn on the account shall be
signed by any two persons appointed by the Board, one of whom shall be a
Trustee.
(b) The income and property of the Board whensoever derived shall be
applied solely towards the promotion of the Objects of the Board as
hereinbefore set forth and no portion thereof shall be paid or transferred
directly or indirectly to the members of the Board, provided that nothing herein
shall prevent the payment in good faith of reasonable remuneration to any
Officer or servant of the Board or to any member not prevent the payment of
interest at current rates on any money lent or reasonable and proper rent for
premises demised or let by any Member of the Board.
13 That Section IV clause 9 be amended by deleting from the first line the words “Executive
Committee” and substituting the word “Treasurer”.
14 That Section IV clause 11 be deleted in its entirety and the following clause substituted:
11 REGISTERED OFFICE
The registered
office of the Board shall be determined by the Board at an Annual
General Meeting or Special General Meeting from time to time and notified to
the Registrar of Incorporated Societies at Auckland.
15 That Section IV clause 12 be deleted in its entirety and the following clause substituted:
12 ALTERATION TO RULES
The Board may
add to alter or rescind any of its Rules at an Annual General Meeting or
Special General Meeting of which notice has been given of an Intention to
consider the amendment of Rules and by a Resolution passed by a majority of not
less than three-fourths of the members entitled under these Rules to vote
present personally or represented by proxy at such meeting PROVIDED THAT
no addition to amendment alteration or rescission of Clauses 7(b) or 10 (b) of
these Rules shall be permitted which would result in the Board being declared
Non-Charitable by the Registrar of Incorporated societies and the Commissioner
of Inland Revenue or their respective successors in office.
THE COMMON SEAL of MAIRANGI }
ARTS CENTRE TRUST BOARD }
was hereunto affixed this }
day of 1994 }
in the presence of:- }
…………………………………………
Chairperson
………………………………………….
Secretary
???
(eg Charities Act)
* Staff: Assist Chair with job descriptions, annual appraisals and any staff related matters affected by legislation.
* Organise Board overviews and up-dates of our philosophies, objectives, strategies and action plans.
* In the absence of the Chairperson, assume that role.
COMMITTEE CHAIRPERSON
*
With Manager and Committee – Arrange annual
gallery programme.
- Arrange for receipt and
despatch of are works for each
exhibition.
-
Prepare works for selection/hanging/showing.
- Allocate committee members duties as required for each
exhibition.
- Recruit/replace committee members as required.
- Keep
gallery equipment up-to-date and add/replace as
required.
- Apply for grant funds for large items.
*
Arrange monthly committee meetings.
*
With Chairperson and Manager decide which
exhibitions are highly desirable, but are unlikely to be profitable (eg Stanley
Palmer) with a view to fund these via Creative N.Z. or other funding agency.
*
Consult with Manager concerning publicity for
exhibitions which warrant wide advertising and seek funding (with Chair
overview) to cover our costs.
* Bring up planning for bi-annual are auction so that a committee can be formed to organise it.
EDUCATION
*
With Admin. Assistant and Committee (and
Managers over view).
*
Arrange term teaching programme and tutors.
*
Complete and print programme and send out to
members and other organisations.
*
Seek new tutors as required.
*
Look to set up classes and tutors new to the
Centre from time to time.
*
Review performance of tutors.
*
Make sure each class run will at least make a
profit sufficient to cover overheads.
*
Arrange monthly committee meetings.
*
Arrange with Tutors for the better works being
produced in class to be exhibited in the Annual Students Exhibitions.
*
Overview advertising programme and with Manager
and Chairperson seek funding if a major advertising plug is desirable.
BUILDING
*
Constantly review our building for maintenance,
cleanliness and security plus any desirable improvements.
*
Liaise with NSCC personnel concerning carpark
requirements and their obligations relating to building and its sustainability.
*
Organise the upkeep of the grounds.
*
Regularly liaise with the gallery committee
chairperson concerning the presentation of the two galleries and arrange any
maintenance. Also with Educations Chairperson re studios.
*
Two committee members to be on call for security
alerts from our security provider.
* Organise clean up working bees are required.
CATERING
*
In conjunction with Manager and Gallery
Chairperson, organise and budget the catering requirements for all gallery
openings.
*
Keep an overview of the condition of café and
its equipment and recommend appropriate action.