Constitution – Wellington Art Club Inc.

WELLINGTON ART CLUB INCORPORATED
CONSTITUTION

UPDATED 27 April 2025.

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of Incorporated Societies and shall replace the existing constitution and rules which shall thereby be declared to be repealed as from that date.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 2022.

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,

(d) to encourage sociability amongst members,

(e) to co-operate as far as possible with other organisations 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.

(g) to do all things as are conducive or incidental to the attaining of the said objectives or any of them.

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

6. POWERS

(a) to borrow or otherwise raise money in such manner as the Club may think fit and to secure repayment by the issue of debentures or by mortgages or charges upon the whole or part of the property or assets of the Club (whether present or future), and to purchase, redeem or pay off any such securities

(b) to invest any monies of the Club in such securities or investments as may be determined by the Committee with the same due care, diligence and skill that a prudent person of business would exercise in managing the affairs of others

(d) to take any steps from time to time incidental or conducive to the carrying out and attainment of the objectives of the Club

7. 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.

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

(a) Ordinary Members

(b) Life Members

9. 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.

(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.

10. 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.

11. 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.

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

(e) Honorary Members shall have full 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 President
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.

(f) Disputes procedures

(a) A disagreement or conflict is a dispute if:

It is between one or more members and the Cub, or one or more members and the officers of the Club and
It relates to misconduct, a breach, or potential breach, of the Club’s constitution, or damage to a member’s rights or interests.

(b) Parties to the dispute may give notice of the Dispute to the Club and expect its resolution according to the provisions of this Constitution.

15.1 Making a complaint

(a) The complainant must give the Committee, or complaints sub-committee, a notice in writing or by email that

states that the member or officer is starting a procedure for resolving a dispute in accordance with the Club’s constitution; and
sets out the allegation to which the dispute relates and whom the allegation is against; and
sets out any other information reasonably required by the Club.

(b) The Committee may make a complaint involving an allegation against a member or an officer by giving to the member or officer a notice in writing or by email that—

states that the Club is starting a procedure for resolving a dispute in accordance with the Club’s constitution; and
sets out the allegation to which the dispute relates.

(c) The information given under sub-clause (a)(ii) or (b)(ii) must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.

(d) The information given shall be held in confidence by the disputing parties and the decision-maker.

(e) Notwithstanding (d), the decision-maker(s) may make recommendations for the Committee to consider to reduce the likelihood of recurrence of such disputes.

15.2 Rights of parties to the dispute

(a) A member or an officer, making a complaint has a right to be heard before the complaint is resolved or any outcome is determined.

(b) An officer may exercise that right on behalf of the society.

(c) The complainant’s right to be heard shall be taken as given if they have had a reasonable opportunity to be heard by the decision maker(s) in written submissions or at an oral hearing (if one is held);

(d) The respondent’s right to be heard must be taken as given if:

the respondent has been fairly advised of all allegations, with sufficient details and time given to enable the respondent to prepare a response; and
the respondent has had a reasonable opportunity to be heard by the decision maker(s) in written submissions or at an oral hearing (if one is held).

(e) Parties to the dispute, including the Committee, have a right to be informed in writing of the final decision.

15.3 Investigating and determining dispute

(a) As soon as is reasonably practicable after receiving, or becoming aware of, a complaint made in accordance with Clause 10.1 above, the Club must ensure that the dispute is investigated and determined.

(b) The Club may refer a complaint to—

i. a subcommittee or an external person to investigate and report; or

ii. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.

(c) The Club may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

(d) A person may not act as a decision maker in relation to a complaint if 2 or more members of the committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:

i. impartial; or

ii. able to consider the matter without a predetermined view.

15.4 The Club may decide not to proceed further with the complaint

The disputes sub-committee may decide not to proceed further with a complaint if:

(a) the complaint is trivial; or

(b) the complaint does not appear to disclose or involve any allegation of the following kind:

that a member or an officer has engaged in material misconduct:
that a member, an officer, or the society has materially breached, or is likely to materially breach, a duty under the society’s constitution or bylaws
that a member’s rights or interests, or members’ rights or interests, generally have been materially damaged.
the complaint appears to be without foundation or there is no apparent evidence to support it; or
the person who makes the complaint has an insignificant interest in the matter; or
the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or
there has been an undue delay in making the complaint.

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. GENERAL MEETINGS AND MANAGEMENT COMMITTEE MEETINGS

A General Meeting and Management Committee meetings of the Club must be held by a quorum of persons

being assembled together at the time and place appointed for the meeting; or
participating in the meeting by means of audio link, audiovisual link, or other electronic communication; or
by a combination of both the methods described in paragraph (a) and (b).

18. 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.

19. 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.

(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 authorising officers who shall be the President, the Treasurer and one other member of the Committee. Payments on the Club’s accounts shall be approved by two of these authorising 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 and/or by email notification to all members. 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 authorising officers appointed in (e) above

20. 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.

WELLINGTON ART CLUB INCORPORATED CONSTITUTION

WELLINGTON ART CLUB INCORPORATED
CONSTITUTION