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Our Constitution

Section 0 - Name

1. The name of the incorporated association shall be “TE ROOPU ATAWHAI INC.” (In these rules called “the association”).

Section 1 - Objects

2. The objectives for which the association is established are designed to supplement and provide additional initiatives for wholesome family interests in:

    1. Polynesian Cultural Arts. (includes music, dance, sculpture, language, history);
    2. Promote Cultural Arts & Crafts of Polynesia;
    3. Provide continuity within family and community groups to maintain Polynesian cultural interests;
    4. To obtain and develop a Polynesian Cultural Centre as a central gathering place to promote learning, and develop individual interests and achievements in the Arts of Polynesia; and
    5. Seek supplementary grants together with fundraising events to provide essential material and expertise.

Section 2 - Powers

3. The association has, in the exercise of its affairs, all the powers of individual. The association may,

  1. promote social, recreational, sporting and educational entertainment and amusement;
  2. purchase, take on lease, exchange, hire or otherwise acquire any real or personal property or any licenses, rights or privileges which the association may consider necessary desirable or convenient for the purposes aforesaid or any of them;
  3. borrow or raise or secure the payment of monies for any of the purposes aforesaid in such manner as the association considers fit and to liquidate, redeem or pay off such obligations and securities or any of them;
  4. sell, exchange, lease, mortgage, dispose or, turn to account or otherwise deal with all or any part of the real or personal property of the association;
  5. accept subscriptions, nominate fees and donations whether of real or personal estate, and devises and bequests for any purposes aforesaid;
  6. invest and deal with the monies of the association not immediately required in such manner as the association sees fit from time to time;
  7. affiliate with, establish or support or aid in the establishment or support of any association, society, fund or movement which is calculated to benefit or promote the objects of the association;
  8. layout, build, construct, alter or maintain upon any land or premises for the time being belonging to or occupied by the association such buildings erections, arenas or improvements as may be in conformity with the objects of the association and to furnish, fit up and maintain the same and to provide all necessary equipment, appliances and conveniences therefore; and
  9. Do all such things as are incidental or conducive to the attainment of all or any of the objects aforesaid.

4. Generally to carry out such purposes as are provided for in these Rules.

5. It is the intention that each and all the powers specified in the preceding sub-clauses shall be in no wise limited or restricted by reference to or inference from the terms of any other sub-clauses or of the main objects as first mentioned.

6. The income and property of the association shall be applied solely in the promotion of the objects and no part thereof shall be transferred or paid by way of pecuniary profit to the members from the transactions of the association.

Section 3 - Classes of Membership

Register of Members

7. The membership of the association shall consist of ordinary members and any of the following classes of members:

  1. Ordinary members,
  2. Life Member,
  3. Honorary Members

8. There shall be no restriction on any person who wishes to become an ordinary member of the association on the grounds of race, creed or sex; and

9. The number of ordinary members shall be unlimited.

Life Members

10. The general committee of the association may, on the recommendation of a financial member of the association bestow life membership on any person who:

  1. has rendered conspicuous and exceptional services to the association by motion passed by three-fourths (3/4ths) of those members present at such a meeting; and
  2. Has been a financial member of the association for ten (10) consecutive years.

11. The holder of the life membership shall be entitled to all the privileges of a financial member and to attend at any general meeting and vote on any matter concerning the welfare of the association. 12. A life member shall be exempted from annual membership subscriptions.

Honorary members

13. Members of the association desirous of introducing and entertaining visitors who are usually residing overseas or in another state, or outside the metropolitan area of Melbourne or who have indicated a desire and willingness to seek financial membership of the association, may, provided such visitor has not within three (3) months immediately preceding his/her proposal of Honorary membership been afforded the privileges of the Honorary member or is not under the age of 18 years, propose such visitor for Honorary membership.

14. An Honorary member shall not hold any office in the association;

  1. nor vote at any general meeting of the association;
  2. nor be present at any meeting;
  3. nor have any right title or interest in or to any property of the association;
  4. nor propose or second any candidate for admission as a member or an Honorary member; nor
  5. Bring any stranger or visitor onto the associations premises.

15. Except as aforesaid an honorary member shall be afforded all the privileges enjoyed by members.

16. An Honorary member shall be exempted from membership fees.

Section 4 - Membership

17. Every person who at the date of incorporation of the association was a member of the unincorporated association and who on or before a date fixed by the executive committee for the purposes agrees in writing to become a member of the association shall be admitted by the executive committee to the same class of membership of the association as the member held in the unincorporated association.

18. Every member of the association who previously to agreeing to becoming a member of the association has paid the member’s subscription on or before the date fixed by the executive committee for the purpose, as a member of the unincorporated association, shall not be liable to pay any further sum by way of annual subscription to the association for the period before the date fixed by the management committee as the date the next annual subscription becomes due.

  1. Every applicant for any class of membership of the association (other than the members of the unincorporated association referred to in sub-rule (1) shall be proposed by 1 member of the association and seconded by another member; and
  2. The application for membership shall be made in writing, signed by the applicant and the applicant’s proposer and seconder and shall be in such form as the management committee from time to time prescribes.

Membership Fees

19. The membership fees for each class of membership shall be such sum, as the members shall from time to time at any general meeting so determine.

20. The membership fees for each class of membership shall be payable at such time and in such manner as the executive committee shall from time to time determine.

Admission & Rejection of Members

21. At the next meeting of management committee after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the executive committee, who shall thereupon determine upon the admission or rejection of the applicant.

  1. Any applicant who receives a majority of the votes of the members of the executive committee present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for; and
  2. Upon the acceptance or rejection of an application for any class of membership the secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.

Termination of Membership

22. A member may resign from the association at any time by giving notice in writing to the secretary.

  1. Such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.
  2. If a member:
    1. is convicted of a indictable offence; or
    2. fails to comply with any of the provisions of these rules; or
    3. has membership fees in arrears for a period of 2 months or more; or
    4. Conducts himself or herself in a manner considered to be injurious or prejudicial to the character or interests of the association, the executive committee shall consider whether the member’s membership shall be terminated.

23. The member concerned shall be given a full and fair opportunity to present the member’s case and if the management resolves to terminate the membership, it shall instruct the secretary to advise the member in writing accordingly.

Appeal against rejection or termination of Membership

24. A person whose application for membership has been rejected or whose membership has been terminated may within one (1) month of receiving written notification thereof, lodge with the secretary written notice of the person’s intention to appeal against the decision of the executive committee.

  1. Upon receipt of a notification of intention to appeal against rejection or termination of membership the secretary shall convene, within six (6) months of the date of receipt by the secretary of such notice, a general meeting to determine the appeal.
  2. At any such meeting the applicant shall be given the opportunity to fully present the applicant’s case and the executive committee or those member thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case.
  3. The appeal shall be determined by a vote of the members present at such meeting.

25. Where a person, whose application is rejected, does not appeal against the decision of the executive committee within the time prescribed by these rules or so appeals but the appeal is unsuccessful, the secretary shall forthwith refund the amount of any fee paid.

26. The executive committee shall cause a register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership of the association and the dates of their admission.

27. If a vacancy happens in the office of secretary, the members of the executive committee must appoint or elect a secretary within one (1) month after the vacancy happens.

28. The register shall be open for inspection at all reasonable times by any member who previously applies to the secretary for such inspection.

Section 5 - Secretary

29. If the association has not elected an interim officer as secretary for the association before its incorporation, the members of the executive committee must appoint or elect a secretary for the club within one (1) month after incorporation.

30. If a vacancy happens in the office of secretary, the members of the executive committee must appoint or elect a secretary within one (1) month after the vacancy happens,

31. The secretary must be an individual residing in Victoria, who is:

  1. a member of the association elected by the association as secretary; or
  2. a member of the association’s executive committee appointed by the committee as secretary; or
  3. Appointed by the executive committee as secretary (whether or not the individual is a member of the association).

32. The executive committee may appoint and remove the secretary at any time.

Section 6 - Membership of Executive Committee

33. The executive committee of the association shall consist of a president, elder, secretary, senior vice president, executive vice president, treasurer all of whom shall be members of the association, and such number of other members as the members of the association at any general meeting may from time to time elect or appoint:

  1. At the first annual general meeting of the association, all the members of interim executive committee for the time being shall retire from office, but shall be eligible upon nomination for re-election as the executive committee.
  2. The term of office for each member of the executive committee shall be for a period of three- (3) consecutive year from which time shall retire from office, but shall be eligible upon nomination for re-election as the executive committee.

34. The election of officers and other members of the executive committee shall take place in the following manner:

  1. any two (2) members of the association shall be at liberty to nominate any other members to serve as an officer or other members of the executive committee;
  2. the nomination, which shall be in writing and signed by the members and the member’s proposer and seconder, shall be lodged with the secretary at least fourteen (14) days before the annual general meeting or be received from the floor at the annual general meeting, PROVIDED that the instances, proof of the concurrence of the nominee is necessary;
  3. If a ballot is required, a list of nominees in alphabetical order shall be displayed at the annual general meeting.
  4. Voting shall be either by ballot and every member shall be entitled to vote for as many candidates as there are vacancies to be filled; and
  5. The candidates up to the number of vacancies who shall receive most votes shall be declared elected.

Resignation or removal from office of Member of Executive Committee
35. Any member of the executive committee may resign from the membership of the executive committee at any time by giving notice in writing to the secretary;

  1. But such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.

36. Any member may be removed from office at a general meeting of the association where that member shall have the opportunity to fully present the member’s case.

37. The question of removal shall be determined by the vote of members present at such a general meeting. There is no right of appeal against a member’s removal from office under this section.

Vacancies on Executive Committee

38. The executive committee shall have power at any time to appoint any member of the association to fill any casual vacancy on the executive committee until the next annual general meeting.

39. The continuing members of the executive committee may act notwithstanding any casual vacancy in the executive committee, but if and so long as their number is reduced below the number fixed by or pursuant to these rules as necessary quorum of the executive committee;

  1. The continuing member or members may act for the purpose of increasing the number of members of the executive committee to that number or of summoning a general meeting of the association, but for no other purpose.

Section 7 - Functions of the Executive Committee

40. Except as otherwise provided by these rules and subject to resolution of the members of the association carried at any general meeting the executive committee:

  1. shall have the general control and management of the administration of the affairs, property and funds of the association; and
  2. Shall have authority to interpret the meaning of these rules and any matter relating to the association on which these rules are silent. The executive committee may exercise all the powers of the association:
  3. to borrow or raise or secure the payment of money in such manner as the members of the association may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the association’s property, both present and future and to purchase, redeem or pay off any such securities;
  4. to borrow amounts from members and to pay interest on the amounts borrowed and to mortgage or charge its property or any part thereof and to issue and other securities, whether outright or as security for any debt, liability or obligation of the association, and to provide and pay off any such securities; and
  5. To invest in such manner as the members of the association may from time to time determine.

41. The rate of interest must not be more than the rate for the time being charged for overdrawn accounts for money lent (whatever the term of the loan) by:

  1. the financial institution for the association; or b. If there is more than 1 financial institution for association – the financial institution nominated by the association.

Meetings of the Executive Committee

42. The executive committee shall meet at least once every four- (4) calendar months to exercise its functions.

43. The executive committee must decide how a meeting is to be called.

44. Notice of a meeting is to be given in the way decided by the executive committee.

45. A special meeting of the executive committee shall be convened by the secretary on the requisition in writing signed by not less than one-third (1/3`d) of the members of the executive committee;

  1. Which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted.
  2. At every meeting of the executive committee a simple majority of a number equal to the number of members elected and/or appointed to the executive committee as at the close of the last general meeting of the members, shall constitute the quorum.

46. Subject as previously provided in this section, the executive committee might meet together and regulate its proceedings, as it thinks fit.

47. However, questions arising at any meeting of the executive committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

48. A member of the executive committee shall not vote in respect of any contract or proposed contract with the association in which the member is interested, or any matter arising thereat, and if the member does so vote the member’s vote shall not be counted. a. Not less than fourteen (14) days notice shall be given by the secretary to members of the executive committee of any special meeting of the executive committee.

49. Such notice shall clearly state the nature of the business to be discussed thereat.

50. The president shall preside as chairperson at every meeting of the executive, or if there is no president, or if at any meeting the president is not present within ten (10) minutes after the time appointed for holding the meeting;

  1. The senior vice president shall be chairperson or if the senior vice president is not present at the meeting;
  2. The members may choose one (1) of their members to be chairperson of the meeting.

51. If within half (1/2) an hour from the time appointed for the commencement of an executive committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the executive committee, shall lapse.

  1. In any case it shall stand adjourned to the same day in the next week at the same time and place;
  2. or to such other day and at such other time and place as the executive committee may determine; and
  3. If at the adjourned meeting a quorum is not present within half (1/2) an hour from the time appointed for the meeting, the meeting shall lapse.

Section 8 - First General Meeting

52. The first general meeting must be held not less that 1 month, and not more than three (3) months, after the day the association is incorporated.

53. The executive committee must decide where the meeting is to be held.

54. The business to be transacted at the first general meeting must include the appointment of an auditor.

Section 9 - First Annual General Meeting

55. The first annual general meeting must be held within eighteen (18) months after the day the association was incorporated.

Section 10 - Subsequent Annual General Meetings

56. Each subsequent annual general meeting must beheld:

  1. at least once each year; and
  2. Within six (6) months after the end of the association’s previous financial year.

Section 11 - Business to be transacted at Annual General Meeting

57. The following business must be transacted at every annual general meeting:

  1. the receiving of the statement of income and expenditure, assets and liabilities and securities during the last financial year;
  2. the receiving of the auditor’s report on the financial affairs of the association for the last financial year;
  3. the presenting of the audited statement to the meeting for adoption;
  4. the election of members of the executive committee; and
  5. The appointment of an auditor.

Section 12 - Special General Meeting

58. The secretary shall convene a special general meeting by sending out notice of the meeting within fourteen (14) days of:

  1. being directed to do so by the executive committee; or
  2. being given a requisition in writing signed by not less than one-third (1/3 rd) of the members presently on the executive committee or not less than the number of ordinary members of the association which equals double the number of members presently on the executive committee plus one (1); and
  3. Being given notice in writing of an intention to appeal against application of membership or to terminate the membership of any person. d. A requisition mentioned in subsection (57b) should clearly state the reasons why such a special general meeting is being convened and the nature of the business to be transacted.

Section 13 - Quorum at General Meetings

59. At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the executive committee plus one (1).

60. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this rule – “member” includes a person attending as a proxy or as representing a corporation, which is a member.

  1. If within half (1/2) an hour from the appointed for the commencement of a general meeting a quorum is not present, the executive committee or the association shall lapse.
    1. In any other case it shall stand adjourned to the same day in the next week at the same time and place;
    2. or to such other day and at such other time and place as the executive committee may determine; and

61. If at the adjourned meeting a quorum is not present within half (1/2) an hour from the time appointed for the meeting, the members present shall be a quorum.

62. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given in the case of an original meeting. a. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Section 14 - Notice of General Meetings

63. The secretary shall convene all general meetings of the association by giving not less than fourteen- (14) day’s notice of any such meeting to the members of the association.

64. The executive committee shall determine the manner of which such notice shall be given.

65. However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his membership by the executive committee shall be given in writing.

66. Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.

Section 15 - Procedure at General Meetings

67. Unless otherwise provided by these rules, at every general meeting:

  1. the president shall preside as chairperson, or if there is no president, or if the president is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the senior vice-president shall be the chairperson or if the senior vice-president is not present or is unwilling to act then the members shall elect one (1) of their number to be chairperson of the meeting; and
  2. the chairperson shall maintain order and conduct the meeting in a proper and orderly manner;
  3. every question, matter or resolution shall be decided by a majority of votes of the members present; and
  4. every member present shall be entitled to one (1) vote and in the case of an equality of votes the chairperson shall have a second or casting vote;
  5. voting shall be by show of hands or a division of members, unless not less than one-fifth (1/5th) of the members present demand a ballot, in which event there shall be a secret ballot; and
  6. The chairperson shall appoint two (2) members to conduct the secret ballot in such manner as the chairperson shall determine and the result of the ballot as declared by the chairperson shall be deemed to be the resolution of the meeting at which the ballot was demanded; and
  7. a member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorized representative shall have one (1) vote; and
  8. the instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointee or of the appointee’s attorney duly authorised in writing or, if the appointee is a corporation, either under seal or under the hand of an officer or attorney duly authorised; and
  9. a proxy may not need be a member of the association; and
  10. the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot; and

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the form or a form as near thereto as circumstances permit:

However,  no member shall be entitled to vote at any general meeting if the member’s annual subscription is more than one (1) month in arrears of the date of the meeting.

ASSOCIATION:

I, (Your Name) of (Your Address) being a current financial member of Te Roopu Atawhai, hereby appoints (Their Name) of (Their Address), or failing the member, of (Their Roopu, Company), as my proxy to vote for me on my behalf at the annual general meeting/general meeting of the association, to be held on the day of , 20 and at any adjournment thereof.

Signed this day of , 20 Signature:

68. the instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and

  1. The secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every executive committee meeting and general meeting;
  2. To be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the secretary for that inspection.

69. For the purpose of ensuring the accuracy of a the recording of such minutes, the minutes of every executive committee meeting shall be signed by the chairperson of that meeting or the chairperson of the next succeeding executive committee meeting verifying their accuracy. Similarly, the chairperson of that meeting or the chairperson of the next succeeding general meeting shall sign the minutes of every general meeting. However, the chairperson of that meeting or the chairperson of the next succeeding general meeting or annual general meeting shall sign the minutes of any annual general meeting.

Section 16 - By-Laws

70. The executive committee may from time to time make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the association and a general meeting of members may set any by-law aside.

Section 17 - Alteration of Rules

71. Subject to the provisions of the Associations Incorporation Act 1981, these rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting.

72. However an amendment, rescission or addition is valid only if the President registers it.

Section 18 - Common Seal

73. The executive committee shall provide for a common seal and for its safe custody.

  • a. The common seal shall only be used by the authority of the executive committee;
  • b. Every instrument to which the seal is affixed shall be signed by a member of the executive committee and shall be countersigned by the secretary or by a second member of the executive committee; or
  • c. By some other person appointed by the executive committee for the purpose.

Section 19 - Funds & Accounts

74. The funds of the association must be kept in the name of the association in a financial institution decided by the executive committee;

75. Proper books and accounts shall be kept and maintained either in written or printed form in English language showing correctly the financial affairs of the association and the particulars usually shown in books of a like nature;

76. All monies shall be deposited as soon as practicable after receipt thereof;

77. All amounts of $100 or over shall be paid by cheque signed by any 2 of the president, secretary, treasurer or other members authorised from time to time by the executive committee;

78. Cheques shall be crossed “not negotiable” except those in payment of “cash” where applicable;

79. The executive committee shall determine the amount of petty cash which shall be kept on the ‘imprest’ system; and

80. All expenditure shall be approved or ratified at an executive committee meeting.

81. As soon as practicable after the end of each financial year the treasurer shall; a. Cause to prepare a statement containing the particulars of: the income and expenditure of the financial year just ended; and b. The assets and liabilities and of all mortgages, charges and securities affecting the property of the association at the close of that year. If the association is incorporated within three (3) months of the end of the association’s financial year, paragraph 75 does not apply for the financial year the association is incorporated.

82. The auditor must examine the statement prepared under paragraph 75 and present a report on it to the secretary before the next annual general meeting following the financial year for which the audit was made;

83. The income and property of the association must be used solely in promoting the association’s objectives and exercising the association’s powers.

Section 20 - Winding Up

84. In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be distributed to:

  1. a fund with objectives similar to those of the club or association; or
  2. a fund which has a philanthropic or benevolent purpose, including the promotion of Maori art, Maori culture; or
  3. or other suitable Maori organisation.

Section 21 - Documents

85. The executive committee shall provide for the safe custody of books, documents, instruments of title and securities of the association.

Section 22 - Financial Year

86. The financial year of the association shall begin on the first (1st) July and end on the thirtieth (30th) June next following year.

Section 23 - Tutors, Carers, Counsellors

87. Where deemed appropriate by the Executive Committee, all applicant’s engaged in tutoring, caring, counseling or similar activity or program involving young children both male or female, must first, prior to acceptance, agree in writing, to a Police report.

88. Should any applicant’s report received from the Police suggest any conviction, misbehaviour or crime in relation to child abuse, child sexual abuse, or pedophilia, or anything similar, the applicant’s request for direct involvement with young children in direct relationship to Te Roopu Atawhai’s Charter, will be denied.

89. Should any applicant, subsequent to their appointment of tutor, carer, or counselor involving young children in relationship to Te Roopu Atawhai’s Charter, be reported to have:

  1. allegedly abused a child or children male or female sexually
  2. Or similar during their tenure with Te Roopu Atawhai, will be immediately suspended pending conclusive investigation.

90. Should conviction be the result of conclusive investigation, immediate dismissal will follow.

Section 24 - Expression of Interest

91. Any person or person’s with an interest to become actively involved in any form into programs of Te Roopu Atawhai, must in the first instance, apply in writing to the Executive Committee, an ‘expression of interest’ for consideration. No verbal agreement or consent will be considered.

92. All applicants’ submission’s stating an `expression of interest’ will be considered on merit, feasibility, qualification, experience and other appropriate or relevant skills, prior to an appointment for placement within Te Roopu Atawhai.