1. CONSTITUTION AND RULES
This constitution and these revised rules shall take effect from the date of their registration by the Registrar of Incorporated Societies and shall replace the existing constitution and rules which shall thereby be declared to be repealed as from that date.

2. NAME
The Club shall be named the Wellington Art Club Incorporated and shall be incorporated under the provisions of the Incorporated Societies Act 1908.

3. OFFICIAL PREMISES
The official premises of the club shall be at 27 Chelsea Street, Miramar, Wellington 5022 or at such other places as the Management Committee may from time to time determine

4. OBJECTIVES OF THE CLUB
To operate within New Zealand for the following purposes:

(a) to promote and encourage artistic endeavour and appreciation amongst members.

(b) to conduct a studio and clubrooms,

(c) to arrange lectures, exhibitions and criticisms,

(d) to encourage sociability amongst members,

(e) to co-operate as far as possible with other kindred bodies with similar objectives,

(f) to rent, lease, purchase or dispose of such buildings, land and other property as may be necessary in the furthering of the preceding objectives.

5. CLUB YEARS
(a) The club year will commence on 1st January.

(b) Classes and working groups will commence in February and cease in November each year. However, special classes and working groups can take place outside these months.

6. APPLICATIONS FOR MEMBERSHIP
Applications for membership are available from the Club. On completion these shall be submitted to the Management Committee together with the appropriate subscription.

7. MEMBERSHIP
The club shall consist of the following classes of members

(a) Ordinary Members

(b) Life Members

(c) Honorary Members

(d) Junior and Country Members

8. ORDINARY MEMBERS
(a) The subscriptions for these members shall be determined by an ordinary resolution at an Annual or Special General Meeting and the rates so approved shall operate until amended at a subsequent Annual or Special General Meeting. The Management Committee may, in special circumstances, reduce or waive entirely the subscription payable.

(b) Subscriptions shall be due for payment at the beginning of the Club Year.

(c) New members joining after 1st July shall be required to pay one half of the annual subscription.

(d) Ordinary Members shall have full voting rights.

(e) A member who has failed to pay his / her subscription within six months of the start of the Club year may be deemed to have resigned and shall not be entitled to the privileges of the Club.

(f) A member may resign from the Club by giving the Management Committee advice to this effect. No refund or portion of the subscription will be made in such case unless the Management Committee deems otherwise.

(g) The Management Committee shall have rights to refuse membership to any person if it deems this desirable in the interests of the Club without assigning any reason for such refusal.

LIFE MEMBERS

(a) The Management Committee may recommend a member for life membership at an Annual or Special General Meeting of the Club.

(b) The number of life members at any one time shall not exceed eight.

10. HONORARY MEMBERS
(a) The Management Committee shall determine by an ordinary resolution a person who shall be granted Honorary Membership of the Club.

(b) Such Honorary Membership shall be for the club year in which the person was appointed but such member may be re-appointed in subsequent years by the Management Committee.

(c) Honorary Members shall be entitled to attend all functions and activities of the Club.

(d) Honorary Members shall not be required to pay annual subscriptions.

(e) Honorary Members shall have full voting rights.

11. JUNIORS AND COUNTRY MEMBERS
(a) Junior Members are deemed to be those persons still receiving education up to secondary school level.

(b) The Management Committee shall determine from time to time the appropriate boundary limits for the purpose of determining whether a person would qualify for Country Membership.

(c) The subscriptions for these members shall be determined by an ordinary resolution at an Annual or Special General Meeting and the rates so approved shall operate until amended at a subsequent Annual or Special General Meeting. Provided that the Management Committee may, in special circumstances, reduce or waive entirely the subscription payable.

(d) Junior and Country Membership shall not have voting rights.

12. REGISTER OF MEMBERS
A register of members shall be kept, containing the names, and addresses of members, the date from which they became members and the category of membership to which they belong.

13. CLUB PATRON
(a) A club patron may be elected by ordinary resolution at an Annual or Special General Meeting and shall hold this position until the next Annual General Meeting when he/she shall be eligible for re-election.

(b) A non-member of the club may be nominated for the position of Patron. If elected, he/she shall not be required to pay annual subscriptions but shall be entitled to attend club functions and meetings and, at the invitation of the Management Committee, may attend meetings of that Committee. A non-member appointed Patron shall not have voting rights.

(c) A Club member if elected Patron, shall retain his/her rights and privileges as a member and shall be eligible for appointment to any executive position or to any other position in the Club.

14. MANAGEMENT COMMITTEE
(a) The Management Committee shall comprise the following:

Executive Officers:
President
Past President
Vice Presidents – 2
Hon. Secretary
Hon. Treasurer

Committee Members:
(a)Not fewer than three or more than eight ordinary and/or life members.

(b) The President of the Club for the year concluded at the date of the Annual General Meeting, if still a member of the Club and not otherwise nominated for office for the current year, shall be, ex officio, a member of the Management Committee for the current year with the title of Past President.

(c) The function of Secretary and/or Treasurer may be delegated to two or more Committee Members If this is agreed to at the time of election of officers.

(d) Executive Officers and Committee Members, except the Past President if that position is being filled, shall be elected, by ballot if necessary, by members of the Club with voting powers at the Annual or Special General Meeting and shall hold office until the next Annual General Meeting.

(e) Nominations in writing for the election of Management Committee members shall be proposed and seconded by a member of the Club, shall bear the nominee’s consent and shall be in the hands of the Secretary prior to the date of the Annual or Special General Meeting.

(f) Members present at the Annual or Special General Meeting may agree by ordinary resolution to accept nominations for office from members attending the meeting.

(g) The Management Committee may fill any vacancy which occurs during the year and such new committee member shall hold office until the next Annual General Meeting.

(h) The Management Committee may invite any club member or other person to attend committee meetings to advise and assist with Club affairs but such person shall not be entitled to vote at such meetings.

(i) Quorum. Five members of the Management Committee shall form a quorum.

15. POWERS AND DUTIES OF THE MANAGEMENT COMMITTEE
(a) The Management Committee shall meet at such times, as it deems necessary. The President may of his/her own accord or if requested to do so by no fewer than three members of the Management Committee, call a meeting of the Committee.

(b) The Management Committee shall be responsible for the maintenance of the Club Premises, the fittings, equipment and furnishings therein, and ensuring appropriate insurance cover is arranged.

(c) The Management Committee shall carry out the objectives of the Club, receive applications for membership, approve expenditure, arrange Club functions and deal with correspondence to and from the Club.

(d) The Management Committee shall have the power to censure any member for misconduct and, if necessary, may suspend such member from all privileges of the Club.

(e) The Management Committee shall arrange Ordinary Club Meetings at such times and places as the Management Committee may desire.

16. ANNUAL OR SPECIAL GENERAL MEETINGS
(a) The Annual General Meeting shall be held within four months from the start of the Club year. The Secretary shall give members not less than 14 days written notice of the date and place of Meeting.

(b) A Special General Meeting may be called at any time by the President or by a request in writing signed by six members and submitted to the Management Committee. The Secretary shall give all members seven days’ notice of the place and date of a Special General Meeting and the business to be dealt with.

(c) A quorum at an Annual or Special General Meeting shall be 10 members entitled to vote. In the event of there being no quorum within one hour after the time fixed for the meeting, it shall be adjourned for not more than 28 days. The new date for the meeting shall be fixed by the Management Committee and members shall be given at least seven days’ notice of the time and place. If there is no quorum at this meeting, the members present shall be deemed a quorum and may transact the business for which the meeting was called.

(d) Any resolution put to members at an Annual or Special General Meeting shall be decided by the vote of members present, as provided by Rule 17 of the Constitution.

17. RESOLUTIONS
(a) A special resolution may be passed only at an Annual or Special General Meeting and shall require to be passed by at least two-thirds of the votes of members present.

(b) An ordinary resolution may be passed at any meeting of the Club by a majority of the votes of the members present.

(c) Any resolution may be decided by the recording of voices or by a show of hands. A ballot may be demanded on any resolution provided that demand is supported by one-third of the voting members present.

(d) At all meetings of the Club, including meetings of the Management Committee, each financial member entitled to vote shall have one vote only on each resolution. At all meetings, the Chairman, if it is necessary because of equality of votes, shall have a casting vote as well as a deliberative vote.

18. FINANCE
(a) Accounts shall be taken out and a statement of financial position prepared each year as at 31st December. These shall be audited or reviewed and presented at the Annual General Meeting following that date.

(b) The Honorary Treasurer shall report on the financial position of the Club at each meeting of the Management Committee and shall submit for approval accounts paid or payable since the previous meeting.

(c) The Honorary Treasurer shall pay all moneys received on behalf of the Club into the Club’s bank account.

(d) The Management Committee shall be responsible for and have control over the funds of the Club and may open such bank accounts as deemed necessary for this purpose.

(e) The Management Committee shall appoint three cheque-signing officers who shall be the President, the Treasurer and one other member of the Committee. Cheques drawn on the Club’s accounts shall be signed by two of these cheque-signing officers.

(f) The Management Committee shall have power to invest such surplus funds held as reserves or otherwise, with any savings bank or in such investments as may be approved for trustee investment.

(g) Unless prior approval has been given at an Annual or Special General Meeting, any item of expenditure which exceeds 25% of the Club’s cash assets must not be approved by the Management Committee without giving notice of such expenditure by posting details of it on the Club’s notice board. If, after 10 days, no objection has been received to the expenditure the Management Committee can approve it. However, should a member or members object to the expenditure the Management Committee must refer the expenditure to a future Annual or Special General Meeting.

(h) An honorarium in respect of the Secretary and/or Treasurer may be approved by ordinary resolution at an Annual or Special General Meeting.

(i) The treasurer may operate an internet bank account and make payments to bank accounts approved by the club. A list of approved accounts shall be authorized by the Management Committee and each transaction shall be separately approved by the cheque signing officers appointed in (e) above

19. REVIEW
(a) The Club shall appoint a reviewer to review the annual financial statements of the Club (“the Reviewer”).

(b)The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer’s attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Club’s accounting policies.

(c) The Reviewer must be a suitably qualified person, preferably a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Club.

(d) If the Club appoints a Reviewer who is unable to act for some reason, the
Committee shall appoint another Reviewer as a replacement

(e) The Committee is responsible to provide the Reviewer with:

(1) Access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters
(2) Additional information that the reviewer may request from the Committee for the purpose of the review; and
(3) Reasonable access to persons within the Club from whom the reviewer determines it necessary to obtain evidence.

20. COMMON SEAL
A common seal shall be used by the Club and shall be affixed in the presence of two members of the Management Committee to such documents as that Committee by ordinary resolution shall direct.

21. BORROWING POWERS OF THE CLUB
The Management Committee, if authorized by an ordinary resolution at an Annual or Special General Meeting, may borrow money for the purposes of the Club with or without security, either at one time or from time to time, and at such rates of interest and terms by way of mortgage of lands or otherwise as shall be specified in the resolution.

The Management Committee shall then make such dispositions of the Club property or any part thereof, including the mortgaging of lands of the Club, and enter into such agreements on behalf of the Club as the Committee may deem proper for giving security for such loans and interest.

22. DISPOSITION OF CLUB FUNDS
(a) No disposition of Club funds or assets, except in respect of services rendered, shall be made to any Club member, whether by way of money, property or otherwise.

(b) Should the Management Committee deem a voluntary winding up of the Club is necessary a resolution to this effect must be conveyed in writing to each member of the Club with full voting rights giving 30 days notice that the resolution will be considered at an Annual or Special General Meeting of the Club.

(c) In the event of the Club being wound up, all money and other assets remaining after due settlement of all just debts shall be disposed of by transfer in trust for a charitable purpose similar to the purposes of the society within New Zealand.

23. ALTERATIONS TO CONSTITUTION AND RULES
(a) The Constitution may be altered or a new Constitution adopted by a special resolution passed at an Annual or Special General Meeting. Such alteration or replacement shall be effective from the date of registration by the Registrar of Incorporated Societies.

(b) No alteration shall be made which would alter the cultural nature of the objects or which would result in the application of Club funds towards any purpose outside New Zealand.

(c) A copy of the Club’s Constitution shall be available at the Club’s premises for perusal by a member or a prospective member. A copy of the Constitution for a member’s own use can be supplied on request.