Wellington Quilters' Guild Regulations

The Incorporated Societies Act 1908 Rules Wellington Quilters' Guild Incorporated
1 NAME
The name of the Society is Wellington Quilters' Guild incorporated

2. OBJECTIVES
The objectives the Guild is established for are:
2.1 To provide for the continued association and fellowship of the guild members.
2.2 To encourage and advance the skills and techniques in the art and activity of patchwork and quilting.
2.3 To provide tuition by local, national and international tutors for all levels of ability of the members.
2.4 To conduct such social, educational and promotional activities of patchwork and quilting as the Committee may from time to time approve.
2.5 To support such outreach programmes as the Committee may from time to time approve, having considered the costs involved, the support of members and other relevant factors.
2.6 To do such other things as may be necessary to the attainment of the above objects.
 
3. MEMBERSHIP
3.1 Membership Categories
There shall be the following categories of membership.
3.1.1 Full Members
3.1.2 Newsletter members - for persons who only receive the Guild newsletter
3.1.3 Junior Members - for persons who are under the age of 18 years at the start of the financial year
3.1.4 Life Members - do not pay an annual subscription but receive all privileges of membership

3.2 Admission to membership
3.2.1 Persons apply to become a member of the Guild by completing a membership form and paying an annual subscription.

3.2.2 Election of new members shall be made by the Committee at its next meeting.

3.2.3 The Committee shall advise every new member of their election by letter not more than 14 days after the date of election

3.3 Register of members
3.3.1 The Committee shall keep a Register of Members containing the names, contact details, dates of joining and membership renewal, of all members.

3.3.2 Alterations to this personal information should be sent to the Secretary.

3.4 Life Members
3.3.1 Life Members are members nominated by another member of the Guild to the Committee. The nomination will give details of the nominee’s service and role in the Guild. Nominations will be decided by the Committee and any appointments announced at the AGM.

3.5 Cessation of membership
Membership may cease in any of the following ways:
3.5.1 A member may resign by giving the Secretary notice in writing, or by not renewing their annual subscription within 60 days of the AGM. Resignation does not relieve the member from payment of any monies personally due to the Guild. 
3.5.2 The Committee shall remove from the Register of Members the names of any member who has resigned or is in arrears of subscription. 
3.5.3 Persons who pay their subscription arrears after 60 days of the AGM, but within the same financial year, shall be reinstated to their membership. 
3.5.4 Any member considered by the Committee to be guilty of conduct prejudicial to the objectives of the Guild, may be expelled from membership at a Meeting of the Committee called for that purpose, on not less than 14 days written notice given to the member. At this meeting the Member will be given the opportunity to be present and present a case against expulsion. 
3.5.5 Any expelled member wishing to appeal a decision of the Committee may require the Committee to call a Special General Meeting of the Guild, within one month of the Committee receiving a written appeal. At the Special General Meeting the decision of the Committee may be confirmed or quashed on a majority vote of the membership present.
4 Subscriptions
4.1 Subscriptions shall be reviewed each financial year by the Committee. The Committee’s recommendation will be presented at the AGM.
 4.2 The Guild shall approve by majority vote at the AGM the subscription fees for the current financial year.
4.3 Every member, other than Life Members, shall pay to the Guild the relevant annual subscription fee.
 4.4 New members joining during the financial year shall pay a proportion of the annual subscription as determined by the Committee.

5. Management
5.1 Committee
5.1.1 The Guild shall be managed by a Committee comprising the Officers of the Guild and not more than nine (9) members of the Guild to be elected annually at the AGM. 
5.1.2 Any member shall be eligible for election to the Committee. 
5.1.3 The Officers of the Guild are the President, Secretary and Treasurer.
5.1.4 The Officers of the Guild shall be elected annually at the AGM but no person may hold an individual office for more than three years in succession.
5.2 Nominations for Committee
5.2.1 Written nominations for the Committee, in the form prescribed by the Committee, shall be lodged with the Secretary not less than 48 hours prior to the date of the AGM. 
5.2.2 All Committee members shall tender their resignation at each AGM and will be eligible for re-election and deemed to be nominated unless they have signified in writing to the Secretary a desire not to seek re-election. 
5.2.3 If in any year the number of members nominated for the Committee is not more than nine, those persons shall, at the AGM, be declared the elected Committee members for the ensuing year. 
5.2.4 If in any year the number of members nominated for the Committee exceeds nine, a ballot at the AGM will determine the elected members. 
5.2.5 Any vacancy on the Committee between AGMs may be filled by the Committee by co-opting any such member it considers appropriate. Any co-opted member shall tender their resignation at each AGM and will be eligible for election and deemed to be nominated unless they have signified in writing to the Secretary a desire not to seek election. 
5.2.6 Any person who wishes to be nominated, or who is elected or co-opted to an office of the Guild, the Committee, or any of its sub-committees, must declare any commercial interest at the time of nomination or co-option
5.2.7 Any Committee member who acquires a commercial interest during their term of office must declare this to the Guild.
 5.2.8 A ‘commercial interest’ means any financial interest as owner or manager of any commercial undertaking in products or services related to patchwork, quilting or needlework merchandise.

6 COMMITTEE
6.1 The Committee should meet monthly.
6.2 A majority of the Committee shall constitute a quorum.
6.3 The Committee shall have all powers necessary to carry out the management of the Guild subject only to any resolution of a general meeting of members.
6.4 The Committee shall have the power to borrow money after resolution by the Guild.
6.5 The Committee shall regulate its own procedure provided no member of the Committee shall attend a meeting, portion of a meeting or vote on a matter in which they have a pecuniary or commercial interest.
6.6 All resolutions of the Committee shall be passed by a majority in number of those present. In the case of a tied vote, the President (or other person occupying the chair) shall have a casting vote.
6.7 The Committee may appoint sub-committees from time to time, with such powers as it deems appropriate.
6.8 Minutes will be taken at all Committee and sub-committee meetings.
6.9 If a member ceases to be a Committee Member, they must return all Guild documents and property they hold, to the Committee within 30 days.

7 MEETINGS OF MEMBERS
 7.1 Notice of general meetings shall be given to all members in writing
 7.2 Minutes should be taken.
 7.3 The President, or in the absence of the President, a Committee member chosen by the Committee, shall take the chair at general meetings.
Annual General Meeting
7.4 The Annual General Meeting (AGM) of members shall be held before 31 July in each financial year.
 7.5 A member wishing to bring before the AGM any motion or business shall give notice in writing of their intention to the Secretary not less than 30 days before the AGM.
 7.6 Members shall receive at least 14 days’ notice in writing of the date, time and place of the AGM and the nature of the business to be dealt with.
 7.7 The business of the AGM is to receive and consider the President’s report on the Guild’s activities, the Guild’s financial statements, and the Auditor’s report – for the preceding financial year; to elect the Officers of the Guild, no more than 9 members to the Committee, and appoint an Auditor; to approve or otherwise the level of subscriptions recommended by the Committee for the ensuing year; and to deal with any other business properly before it.
 Special General Meetings (SGM)
 7.8 The Committee may, at any time, and shall, within 30 days of the receipt of a request in writing signed by 10 or more members, stating the business of the meeting, convene a Special General Meeting of the Guild.
 Quorum & Voting
 7.9 At all meetings of the Guild a quorum shall be 25% of the membership to be present at the start of, and throughout the meeting.

7.10 At all meetings of the Guild each member present shall be entitled to one vote. Voting at any meeting shall be by voice, or at the discretion of the chairperson, by show of hands or secret ballot. In the event of a tied vote, the President (or other person occupying the chair) shall have a casting vote.

7.11 Resolutions passed at any general meeting shall be conclusive and binding on all members of the Guild whether present at the meeting or not.

8 FINANCE
 8.1 The income and property of the Guild shall be applied by the Committee towards the promotion of the objectives of the Guild.
 8.2 The Treasurer shall be responsible for the receipt of all incomes and their payment into the Guild’s bank accounts.
 8.3 The Treasurer shall be primarily responsible for keeping account of all income and expenditure of the Guild and for producing financial information at each Committee meeting and at the Annual General Meeting of the Guild.
 8.4 All cheques drawn on the Guild’s bank accounts shall be signed by the Treasurer and one other of the persons authorised by the Committee.
 8.5 All accounts payable must be approved at a Committee meeting.
 8.6 The financial year of the Guild shall end on 31 March in every year.
 8.7 The auditor shall be appointed at the annual general meeting and shall be a member of the New Zealand Society of Accountants. The remuneration of the auditor shall be determined by the Committee which shall have power to fill any casual vacancy in the office of auditor.
 8.8 The Guild’s accounts shall be audited by the Auditor and an abstract of the accounts provided to every member for the AGM.

9 ALTERATION TO THE RULES
 9.1 These rules may be altered by resolution passed by a two-thirds (66%) majority of members present at any Special General Meeting or AGM.
 9.2 Notice of any proposed changes must be given in writing to members at least 14 days before the meeting.
 9.3 The Committee shall within 30 days register any such alteration, addition or rescission with the Registrar of Incorporated Societies
9.4 No addition to or alteration of the pecuniary profit clause or the winding up clause shall be approved without the approval of the Inland Revenue Department.
9.5 A copy of the rules of the Guild shall always be available to members on request.

10 COMMON SEAL
 10.1 The Common Seal of the Guild shall be kept in the custody and control of the Secretary.
 10.2 The Common Seal shall not be affixed to any document without the express approval of the Committee.
 10.3 When required the Common Seal shall be affixed to a document in the presence of, at least, the President and two members of the Committee who shall then all sign the sealed document.

11 PECUNIARY INTEREST
11.1 No member of the Guild or any person associated with a member shall participate in or materially influence any decision made by the organisation in respect of the payment to or on behalf of that member or associated person any income or benefit whatsoever.
 11.2 Any such income shall be reasonable and relative to that which would be paid in an arms length transaction (being the open market value). The provisions and effects of this clause shall not be removed from this document, and shall be included and implied into any document replacing this document

12 WINDING UP
12.1 The Guild may at any time be put into liquidation (wound up) if at a general meeting a resolution is passed, by a majority of votes cast by members present, to appoint a liquidator; and if that resolution is confirmed by a majority of votes cast by members present at a subsequent general meeting held not earlier than 30 days after the date on which the resolution to be confirmed was passed.
12.2 If upon the winding up or dissolution of the Guild there remains after the satisfaction of all debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the organisation but shall be given or transferred to some other charitable organisation, or for some other charitable purpose, within New Zealand.
13 INDEMNITY
13.1 The officers of the Guild, Committee members and Auditor shall be indemnified jointly and severally by the Guild for all losses and expenses incurred by them in or about the discharge of their respective duties except as shall result from their own dishonesty or wilful omission.
13.2 No officer of the Guild, member of the Committee or Auditor shall be liable for the acts or defaults of any other officer of the Guild, member of the Committee or Auditor, or for any loss or expense suffered by the Guild, unless the same is caused by their own dishonesty or wilful omission.