Rules of an Incorporated Society. Aotearoa/New Zealand Association of Supervised Contact Services Incorporated

Transcription

1 Rules of an Incorporated Society Aotearoa/New Zealand Association of Supervised Contact Services Incorporated November 2006

2 RULES OF AN INCORPORATED SOCIETY TABLE OF CONTENTS DEFINITIONS AND CONSTRUCTION Interpretation Construction...2 OBJECTS, FUNDS AND POWERS Objects Funds Powers...4 MEMBERSHIP Application for Membership Secretary to maintain Register of Members Life Membership Honorary Membership and Patron Annual Membership Fee Resignation and Expulsion of Members Appeal...8 GENERAL MEETINGS Annual General Meeting Proceedings at General Meeting Notice Chairperson Quorum Adjournment Resolutions of Members Chairperson to have casting vote Proxies Members may call for a poll Interested Committee Member may not vote Minutes Postal Votes COMMITTEE Powers Election and Size Nominations Removal of Committee Members and Vacancy Committee Meetings Quorum Adjournment Chairperson Resolutions Chairperson to have casting vote... 14

3 RULES OF AN INCORPORATED SOCIETY 35 Written Resolutions Interested Committee Member may not vote Special Meetings may be called Minutes Appointment Of Officers Casual Vacancy in Executive Office Record of change in Committee Members The Secretary The Treasurer Cheques Seal ALTERATION TO RULES AND WINDING UP Special resolution to alter Rules Winding up or Cancellation OTHER MATTERS Custody of Records Notices APPENDIX ONE: PROXY FORM APPENDIX TWO: POSTAL VOTING FORM... 20

4 RULES OF AN INCORPORATED SOCIETY 1 Incorporated Societies Act 1908 [AOTEAROA/NEW ZEALAND ASSOCIATION OF SUPERVISED CONTACT SERVICES] INCORPORATED RULES FOR AN INCORPORATED SOCIETY DEFINITIONS AND CONSTRUCTION 1 Interpretation In these Rules unless the contrary intention appears, the following expressions have the following meanings: Act means the Incorporated Societies 1908 as amended from time to time; Association means Aotearoa/New Zealand Association of Supervised Contact Services Incorporated; Chairperson means the chair of the Committee elected under rule 39.1, or as may be elected under rules 16.1 and 33.1; Committee means the Committee of Management of the Association and reference to a Committee Member is to a member of the Committee elected under rule 27.1; CSC means children s supervised contact and contact has the meaning given to it under the Care of Children Act 2004 ; Financial Year means the twelve months beginning 1 September and ending on 31 August the following year; Funds means the assets, income and funds of the Association derived from applicable fees, membership fees, donations, grants and such other sources as the Committee determines; General Meeting means a general meeting of Members convened or reconvened in accordance with rule 14 and includes, unless the context requires otherwise, the Annual General Meeting and a special General Meeting; Member means a member of the Association accepted to membership under rule 6 and includes: Associate Individual Member (being a person who is not a commercial provider, who wishes to be kept informed of issues relating to CSC;

5 RULES OF AN INCORPORATED SOCIETY 2 Full Individual Member (being a person who is not a commercial provider or employee of a government organisation, with an active interest in CSC and the Association; Associate Agency Member (being a government department or allied non-government organisation); Full Provider Member (being a not-for-profit or commercial provider of CSC services); but for the avoidance of doubt only Full Individual Members or Full Provider Members (who are not otherwise disqualified from voting by virtue of rule 11 or rule 23.1) are entitled to vote at General Meetings; Membership Committee means the sub-committee appointed by the Committee to consider applications for membership of the Association; Officer means any and all of the Chairperson, Treasurer or Secretary elected by the Committee under rule 39.1 and each of these shall be a Member; Register of Members means a register held and maintained by the Secretary in accordance with rule 7.1; Regulations means regulations promulgated from time to time under the Act; Rules means these rules as they may be altered from time to time in accordance with the Act; Secretary means the secretary of the Association elected under rule 39.1; Special Resolution means subject to quorum requirements, a resolution passed by a minimum of seventy-five percent of Members present and entitled to vote at a duly convened and conducted meeting; Standards and Protocols means the standards and protocols of the Association as set out in the Memorandum of Understanding between the New Zealand Family Court and the Association dated 1 May 1999, as amended from time to time; and Treasurer means the treasurer of the Association elected under rule Construction 2.1 In these Rules: (a) Headings appear as a matter of convenience and do not affect the interpretation of these Rules;

6 RULES OF AN INCORPORATED SOCIETY 3 (b) The singular includes the plural and vice versa, and words imparting one gender include the other gender; (c) A reference to an enactment or any regulations is a reference to that enactment or those regulations as amended, or to any enactment or regulations substituted for that enactment or those regulations. OBJECTS, FUNDS AND POWERS 3 Objects 3.1 The Association is established to promote and facilitate the welfare, development and best interests of children and their families in New Zealand by assisting in the establishment, promotion and oversight of appropriate child contact services and the education and support of those involved in providing those services. 3.2 To give effect to the general objects of the Association set out in rule 3.1 above, the Association may: (a) establish a network for those involved with children s supervised contact; (b) disseminate information about, and to act as a clearing house for information in relation to children s supervised contact; (c) provide a forum to promote debate and a sound analysis of the role of children s supervised contact; (d) develop, establish, practice and promote standards, procedures and protocols that are culturally sensitive and appropriate to the needs of children and their families; (e) formulate the competency standards, skills and qualifications for the persons operating children s supervised contact services; (f) provide a forum where collective action for the promotion of children s supervised contact services can be facilitated; (g) encourage government and non-government funding for children s supervised contact services; (h) encourage research into issues relating to children s supervised contact and into the development of service delivery; and (i) print and publish any information that the Association may think desirable for the promotion of its objects.

7 RULES OF AN INCORPORATED SOCIETY 4 4 Funds 4.1 The Funds of the Association shall be applied solely in furtherance of its objects as set out in rule 3, and no proportion thereof shall be distributed, paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to or amongst the Members provided that nothing herein shall prevent the payment in good faith of interest to any such Members in respect of moneys advanced by that Member to the Association or otherwise owing by the Association to that Member, or of remuneration to any Officers or servants of the Association or to any Member or other person in return for any services rendered to the Association, and provided further that nothing herein shall be construed so as to prevent the payment or repayment to any Member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association or the provision of services by a Member to which he would be entitled in accordance with the purpose if they were not a Member. 5 Powers 5.1 Solely for the purpose of furthering the objects set out in rule 3 above, the Association shall have the power to: (a) establish, promote, maintain, assist, subscribe to, become a member of and co-operate with any person, society, firm, club, corporation, organisation or institution whose purposes are altogether or in part similar to those of the Association, provided that any of the aforementioned bodies (whether incorporated or unincorporated) prohibits the distribution of its income and property among its members or shareholders (where applicable) to an extent at least as great as that imposed on the Association under or by virtue of these Rules; (b) purchase, take on a lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of or capable of being conveniently used in connection with, any of the objects of the Association; provided that where the Association takes or holds any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts; (c) enter into any arrangements with any government body or authority that is incidental or conducive to the attainment of the objects and the exercise of the powers of the Association, and to obtain from any such government body or authority any rights, privileges and concessions which the Committee considers desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions; (d) appoint, employ, review or suspend such workers and other persons as may be necessary or convenient for the purposes of the Association;

8 RULES OF AN INCORPORATED SOCIETY 5 (e) construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences for the purpose of, directly or indirectly, advancing the Association s objects, and to contribute to subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration and control thereof; (f) invest and deal with the money of the Association not immediately required in such manner as the Committee may from time to time think fit; (g) take, or otherwise acquire, and to hold shares, debentures or other securities of any company or body corporate; (h) lend and advance money or give credit to any person or body (whether incorporated or unincorporated), give guarantees and or indemnities for the payment of money or the performance of contracts or obligations by any person or body (whether incorporated or unincorporated), and otherwise to assist any person or body(whether incorporated or unincorporated); (i) borrow or raise money either alone or jointly with any other person, body or legal entity in such manner as may be thought proper, and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed, or to be borrowed alone or with others aforesaid, by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the Association s property or assets present or future and to purchase, redeem or pay-off any such securities; (j) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments; (k) sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association; (l) take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, or any part of the Association s property or whatsoever kind sold by the Association, or any money due to the Association from purchasers and others; (m) take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in paragraph (b);

9 RULES OF AN INCORPORATED SOCIETY 6 (n) take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient by the Committee for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise; (o) amalgamate with any one or more incorporated societies having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Association under or by virtue of these Rules; (p) purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate; (q) transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated societies with which the Association is authorised to amalgamate; (r) make donations for patriotic, charitable or community purposes; and (s) do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association. MEMBERSHIP 6 Application for Membership 6.1 All persons and organisations which support the objects of the Association as set out in rule 3 and agree to abide by these Rules, the Standards and Protocols, support the Association, and pay the required fees may apply for membership of the Association. 6.2 A non-refundable application fee, fixed from time to time by the Committee, shall accompany all new applications. 6.3 An individual or organisation may apply for membership under only one of the categories of membership determined by the Membership Committee from time to time. 6.4 No delegate for an organisation may join as an individual Member in the same Financial Year the organisation (for which that individual is a delegate) became a Member. 6.5 A soon as practicable after the receipt of an application the Secretary shall refer the application to the Membership Committee and the Membership Committee

10 RULES OF AN INCORPORATED SOCIETY 7 shall determine, in their absolute discretion, whether to accept or reject the application. The Membership Committee shall notify the Secretary of its decision as soon as practicable. 6.6 Where an organisation has a regional structure each region of the organisation shall join as a separate Member. 6.7 Where an application for membership is approved by the Membership Committee, the Secretary shall enter the accepted applicant s name in the Register of Members and upon the name being so entered, and the required fees being paid the applicant becomes a Member. 7 Secretary to maintain Register of Members 7.1 The Secretary shall keep and maintain a Register of Members in which shall be entered the full name and address of each Member, and where available, each Member s telephone number, fax number and address, together with the date of entry in the Register of the name of each Member, and the Register shall be available for inspection by Members upon written request to the Secretary. 8 Life Membership 8.1 Nominations for life membership can be made for exceptional and significant contributions which further the objects of the Association as set out in rule Nominations for life membership shall be considered and voted on at Annual General Meetings. 8.3 Nominations outlining the nature of outstanding contributions (but otherwise made in accordance with rule 28.1(a)), shall be received by the Secretary not later than one calendar month prior to the Annual General Meeting in order for the Committee to make an informal recommendation to bring to the Annual General Meeting. 9 Honorary Membership and Patron 9.1 The Committee may, from time to time agree, by unanimous resolution, to invite one or more persons who, in the opinion of the Committee, have made an outstanding contribution to the achievement of the Association s objects as set out in rule 3, or who wish to support or take an interest in the Association s objects, to become an honorary member or patron of the Association (as the case may be), on such terms as the Committee in its absolute discretion determines, and the Committee, acting unanimously, may remove such member or patron as and when and in the manner the Committee determines. 10 Annual Membership Fee 10.1 Membership fees are payable annually upon such date(s) as the Chairperson from time to time determines. The membership fees for each category of membership shall be such sum as from time to time is fixed by the Committee.

11 RULES OF AN INCORPORATED SOCIETY 8 11 Resignation and Expulsion of Members 11.1 A Member may resign from the Association by giving notice in writing to the Secretary and upon receipt of the notice by the Secretary the Member ceases to be a Member A Member who does not pay the annual membership fee by 1st December in the year in which it falls due will from that date be deemed to have resigned from the Association. A lapsed Member who wishes to re-join the Association may be asked to complete a further application form and pay the application fee The Committee may suspend or expel by resolution, as per rule 34, a Member who: (a) in the reasonable opinion of the Committee, breaches these Rules and /or the Standards and Protocols; and following written notice of such from the Committee, fails to remedy such breach within fourteen days of receipt of the notice; or (b) acts in a manner which, in the reasonable opinion of the Committee, is contrary or prejudicial to the interests of the Association or brings the Association into disrepute; or (c) is the subject of a complaint from a user of the Member s services which, in the reasonable opinion of the Committee, is both serious and substantiated Prior to a resolution under rule 11.3 the Committee will cause a written notice (in the case of a breach under rule 11.3(a), a second notice) to be sent to the Member specifying the grounds upon which their membership may be suspended or terminated and inviting that Member to present a written explanation by a date specified in the notice (being no less than fourteen days from the date of such notice) for consideration by the Committee The Committee, in accordance with rule 11.4, shall consider the Member s explanation no later than one calendar month after a response has been received, or in the absence of a response, no later than one calendar month after the date specified in the notice. The Member shall be notified in writing of the decision of the Committee forthwith. 12 Appeal 12.1 The suspended or expelled Member may appeal the Committee s decision to a special General Meeting by notice in writing to the Secretary no later than one calendar month from receipt of the notification of the Committee s decision under rule 11.5.

12 RULES OF AN INCORPORATED SOCIETY Notice under rule 12.1 shall state the grounds of appeal and such appeal shall be heard at a special General Meeting to be convened by the Secretary no later than one calendar month from receipt of the notice of appeal by the Secretary A special General Meeting convened under rule 12.2 shall afford the suspended or expelled Member a full opportunity to be heard Until the hearing of any such appeal the decision of the Committee shall have full force and effect The decision of the special General Meeting shall be made by secret ballot but otherwise voted on in accordance with rule 19.1 and shall be final The Committee, in its absolute discretion may seek to recover from the appellant all or any part of the costs to the Association of an appeal under this rule 12 where the appeal is not upheld by the Members under rule GENERAL MEETINGS 13 Annual General Meeting 13.1 The Association shall in each calendar year convene an Annual General Meeting of its Members The Annual General Meeting shall be held on such date as the Committee determines The Annual General Meeting shall be specified as such in the notice convening it The ordinary business of the Annual General Meeting shall be to: (a) confirm the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting; (b) receive from the Committee a report upon the transactions of the Association during the last preceding Financial Year; (c) elect the Committee; and (d) receive and consider, the audited financial statements submitted by the Treasurer on behalf of the Association The Annual General Meeting may transact special business of which notice has been given in accordance with rule 15.1 and only the business so stated shall be discussed.

13 RULES OF AN INCORPORATED SOCIETY The Annual General Meeting shall be in addition to any other General Meetings that may be held in the same year. 14 Proceedings at General Meeting 14.1 General Meetings of all Members may be called: (a) by resolution of the Committee including for the purpose of amending or repealing any or all of these Rules or for adopting a new rule or rules; (b) by written request to the Secretary of not less than 50% of voting Members; or (c) by a suspended or expelled Member in accordance with rule 12.1 for the purpose of hearing an appeal A General Meeting called under rule 14.1(a) or 14.1(b) shall be held not less than one month nor more than three months after the resolution or the request (as the case may be) is made. Where a request by Members is made under rule 14.1(b), the Members may convene the General Meeting if a meeting has not been held within the required time. 15 Notice 15.1 Not less than seven days notice of a General Meeting shall be given in writing to each Member at the postal address, address or facsimile number appearing in the Register of Members, and the notice shall state the place, date and time of the meeting and the general nature of the business to be transacted An accidental omission to give notice of a General Meeting to any Member, or non-receipt of said notice of the meeting by any Member, shall not invalidate any proceedings or resolutions at that General Meeting. 16 Chairperson 16.1 The Chairperson shall preside over all General Meetings. In their absence or unwillingness to chair the meeting, a Chairperson may be appointed for that meeting by the remaining Committee Members present at the meeting. 17 Quorum 17.1 Thirty percent of all voting Members representing at least three different organisations and/or individuals shall constitute the quorum at all General Meetings. If within thirty minutes from the time appointed for the General Meeting a quorum is not present no business shall be transacted and the meeting shall be adjourned in accordance with rule Adjournment 18.1 If a quorum is not present within thirty minutes after the time appointed for any General Meeting the Chairperson may adjourn the meeting by adoption of a

14 RULES OF AN INCORPORATED SOCIETY 11 resolution of the Members present and entitled to vote, to adjourn the meeting, but no business other than that contained in the agenda of the adjourned meeting shall be transacted at the reconvened meeting. The Chairperson together with the remaining Committee Members present at the meeting may also adjourn a General Meeting if in their reasonable opinion this would be in the best interests of the Association. 19 Resolutions of Members 19.1 Except where these Rules provide otherwise and subject to the quorum requirements, a resolution is validly made when it is passed by a simple majority of those Members present and entitled to vote at a duly convened and conducted General Meeting. 20 Chairperson to have casting vote 20.1 Each Full Individual Member or Full Provider Member is entitled to one vote. In the case of equality of votes the Chairperson shall have a second or casting vote. 21 Proxies 21.1 A Member who is entitled to vote at General Meetings shall be entitled to vote either personally or by proxy. A notice appointing a proxy shall be in the form set out in Appendix 1 and shall be received by the Secretary no later than twenty four hours before the time appointed in the notice for the meeting. A proxy for a Member appointed in accordance with this rule shall be entitled to attend, be heard and vote at a General Meeting, as if that proxy were a Member. 22 Members may call for a poll 22.1 At any General Meeting a declaration by the Chairperson that a resolution has been carried or not shall be sufficient evidence of Members voting intentions unless three Members call for a poll. When a poll is taken the number of votes in favour and against the resolution shall be recorded by the Secretary. 23 Interested Committee Member may not vote 23.1 Where a Committee Member, the organisation they represent, or any member of their immediate family derives or might derive personal or financial gain or a benefit from the transaction or the matter which is the subject of the resolution of Members at the General Meeting they shall declare that interest to the meeting. At the discretion of the Chairperson, the Committee Member may participate in the discussion, but the Committee Member shall abstain from voting on the relevant matter. Such Committee Member, having declared their interest, may be counted in the quorum present. 24 Minutes 24.1 The Secretary shall cause minutes of the proceedings of every General Meeting to be kept in the minute book, which shall be available at the address of the Committee for inspection by the Members.

15 RULES OF AN INCORPORATED SOCIETY Postal Votes 25.1 The Committee may agree by resolution to adopt postal voting on the terms of this rule on any matter in lieu of calling a General Meeting No less than seven days notice of the Committee s intention to hold a postal vote specifying the resolution to be voted upon, shall be given to Members and shall state the Committee Member authorised by the Committee to receive and count the votes If no Committee Member has been authorised to receive and count postal votes, every Committee Member is regarded as being authorised for that purpose A postal vote shall be in the form set out in Appendix 2 or in such other form as the Committee allows A Member may cast a postal vote on the matter(s) specified in the notice by returning the required form under rule 25.4 to the Committee Member authorised to receive and count postal votes, setting out the manner in which the Member s vote is to be cast. The form must reach that Committee Member by the time for return of the postal votes specified in the notice It is the duty of the Committee Member authorised to receive and count postal votes to collect together all postal votes received by him or her, to count the number of votes in favour of a resolution and the number of votes against the resolution, and to set out and sign as correct the results of the counts in the minute book Resolutions under rule 25 will be decided where a minimum of thirty percent of postal votes have been returned to the Committee Member authorised to receive them Where a postal vote has been held in accordance with rule 25 instead of a General Meeting, a Member s resolution to alter these Rules is validly passed by a minimum of seventy-five percent of Members entitled to vote. COMMITTEE 26 Powers 26.1 The Committee as constituted under these Rules shall control and manage the business and affairs of the Association in the furtherance of the objects of the Association set out in rule 3, and shall have such powers and may perform all such lawful acts and things as are, in the opinion of the Committee, necessary or desirable for the proper management of the business and affairs of the Association and the furtherance of its objects.

16 RULES OF AN INCORPORATED SOCIETY The Committee may at any time, as it thinks fit, appoint any sub-committee, and may prescribe the functions of that sub-committee. 27 Election and Size 27.1 There shall be no less than 5 nor more than 8 Committee Members who shall be elected at the Annual General Meeting in accordance with rule 28, and shall hold office until the close of the Annual General Meeting next after the date of their election and who are each eligible for re-election. There shall be no more than two representatives of any one organisation on the Committee at any time. 28 Nominations 28.1 Nominations of candidates for election to the Committee shall be: (a) in writing, signed by a Member, accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and where appropriate shall be signed by an authorised member of the organisation to be represented; and (b) be delivered to the Secretary not less than twenty-one days before the date fixed for the holding of the Annual General Meeting Only a Full Individual Member or the delegate of a Full Provider Member is eligible for nomination and election to the Committee At the determination of the Committee, further nominations may be received at the Annual General Meeting All nominations received in accordance with this rule 28 shall be voted on by those Members present and entitled to vote by way of a ballot. 29 Removal of Committee Members and Vacancy 29.1 The Committee may in its discretion remove any Committee Member, declare a casual vacancy and fill such vacancy by co-opting any Member until the next Annual General Meeting if a Committee Member: (a) is absent without the prior leave of the Chairperson or the Secretary from two consecutive Committee meetings; (b) ceases to be a Member; or in the case of a delegate of a Member organisation, leaves the employ of the said organisation; or (c) resigns from office.

17 RULES OF AN INCORPORATED SOCIETY Committee Meetings 30.1 The Committee shall meet at least twice each year in such manner and at such time as the Committee may determine. A meeting may be conducted by telephone conference or by Quorum 31.1 A quorum shall be 4 Committee Members, other than when there are 5 elected Committee Members, when the quorum shall be Adjournment 32.1 If a quorum is not present within thirty minutes after the time appointed for the meeting the Committee Members present may adjourn the meeting. The Chairperson may adjourn any Committee meeting on the adoption of a resolution for its adjournment. 33 Chairperson 33.1 At every Committee meeting the Chairperson shall preside and in the absence of the Chairperson, the Committee shall choose a Chairperson from amongst their own numbers present. 34 Resolutions Chairperson to have casting vote 34.1 Except where these Rules provide otherwise and subject to the quorum requirements, questions arising at any Committee meeting shall be decided by a resolution passed by a majority of Committee Members present and entitled to vote at a duly convened and conducted meeting, and in the case of equality the presiding Chairperson shall have a second or casting vote The Committee may vary or cancel any resolution of the Committee Meeting. 35 Written Resolutions 35.1 A written resolution signed by all of the Committee Members shall be as effective for all purposes as a resolution passed at a properly convened and conducted Committee meeting. Such a resolution may comprise several duplicated documents, each signed by one or more of the Committee Members. 36 Interested Committee Member may not vote 36.1 Where a Committee Member is interested in any way in any matter to be voted on by the Committee, whether directly or indirectly as described in rule 23.1, they shall declare their interest to the Committee. At the discretion of the Chairperson, the Committee Member may participate in the discussion, but shall abstain from voting on the relevant matter. Such Committee Member, having declared their interest, may be counted in the quorum present, may witness the affixing of the common seal under rule 45 and may do anything else as a Committee Member in relation to the transaction, as if they were not interested the transaction.

18 RULES OF AN INCORPORATED SOCIETY Special Meetings may be called 37.1 The Chairperson or any three Committee Members may at any time call a Committee meeting The Secretary, or some other person acting under the direction of the Chairperson or those Committee Members calling the meeting, shall give notice of the meeting in accordance with rule No notice shall be required for adjourned meetings except to those Committee Members who were not present when the meeting was adjourned The requirement for notice of a meeting may be waived if all the Committee Members who are for the time being in New Zealand give their written consent to such a waiver. 38 Minutes 38.1 The Committee shall keep a proper record in a minute book of all decisions taken and business transacted at every Committee Meeting. 39 Appointment Of Officers 39.1 The Committee elected at the Annual General Meeting shall elect the following Officers from amongst its own number: (a) Chairperson; (b) Treasurer; (c) Secretary; or (d) Secretary/Treasurer as a combined role. 40 Casual Vacancy in Executive Office 40.1 In the event of a casual vacancy in any office of the Association, the Committee may appoint one of its number who is not an office holder, or a Member to the vacancy and such person may continue in office up to and including the conclusion of the next Annual General Meeting. 41 Record of change in Committee Members 41.1 The Committee will ensure that notices of changes to the Committee shall be given to all Members in accordance with rule 49, within fourteen days of such change and that an entry is made in the minute book. 42 The Secretary 42.1 The Secretary shall: (a) keep full and correct minutes of all resolutions, proceedings of all General Meetings and all Committee meetings;

19 RULES OF AN INCORPORATED SOCIETY 16 (b) keep a Register of Members in accordance with rule 7.1; (c) attend to all correspondence; and (d) perform such other duties as the Committee may prescribe. 43 The Treasurer 43.1 The Treasurer shall: (a) supervise and be responsible for all monies due to the Association and make payments authorised by the Committee; (b) keep correct account and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association and to make such information available for the annual audit; (c) provide the Committee with a written report of the financial affairs of the Association at least every six months or at such times as the Committee may determine; and (d) be responsible for the changing of signatories on accounts in the event of the resignation of a Committee Member or other circumstance. 44 Cheques All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by an Officer and one other person authorised by the Committee. 45 Seal 45.1 The common seal of the Association shall be kept in the custody of the Secretary at the address of the Association The common seal shall not be affixed except by resolution of the Committee The fixing of the common seal shall be attested by the signatures of two Committee Members. ALTERATION TO RULES AND WINDING UP 46 Special resolution to alter Rules 46.1 Subject to rule 25, no rule shall be repealed or amended and no new rule shall be made except by way of a Special Resolution, except where the Committee determines that such repeal, amendment or addition relates solely to management and/or administrative matters, in which case the Committee may, by unanimous resolution, approve the said repeal, amendment or addition.

20 RULES OF AN INCORPORATED SOCIETY No less than seven days notice of the special General Meeting under rule 46.1 shall be given in writing to each Member at the postal address, address or facsimile number appearing in the Register of Members, and the notice shall state the place, date and time of the meeting and the specific nature of the business to be transacted. 47 Winding up or Cancellation 47.1 In the event of the winding up, dissolution or the removal from the Register of Incorporated Societies of the Association, the assets which remain after satisfaction of all debts and liabilities shall be paid and applied by the Committee in accordance with their powers to any fund, institution, trust or society which is a non-profit organisation and which has objects similar to the objects of the Association, and which prohibits the distribution of its income and property amongst its or their members to an extent at least as great as is imposed by the Association under or by virtue of these Rules, such entity or entities to be determined in accordance with a Special Resolution, or in the absence of a Special Resolution, by the appropriate court of jurisdiction. OTHER MATTERS 48 Custody of Records 48.1 Except as otherwise provided in these Rules, the Secretary shall keep in their custody and control, all books, documents and securities of the Association All such documents and securities shall be available for inspection by the Members upon reasonable written notice to the Secretary. 49 Notices 49.1 A notice may be served upon a Member personally, by post, by or by facsimile at the address or facsimile number shown in the Register of Members. It is the responsibility of the Member to inform the Secretary of any change of physical or address or facsimile contact number If posted, notice shall be deemed to have been received as follows: (a) at the time it would have been delivered in the ordinary course if posted by prepaid post and properly addressed; (b) if forwarded by facsimile to the number shown in the Register of Members, at the time it is transmitted; and (c) if sent by , at the time shown on the Association s inbox.

21 RULES OF AN INCORPORATED SOCIETY 18 APPENDIX ONE: PROXY FORM Aotearoa/New Zealand Association of Supervised Contact Services Incorporated (the Association) PROXY FORM SECTION 1: MEMBER DETAILS (please print clearly) Full Name: If applicable, name of organisation you represent: Full address of Member/Organisation: SECTION 2: APPOINTMENT OF PROXY I appoint Full name: Full address: as my proxy to exercise my vote at the [annual/special] meeting of Members of the Association to be held on [date], and at any adjournment of that meeting. If the person I have appointed is unable to be my proxy then I appoint Full name: Full address: SECTION 3: VOTING INSTRUCTIONS (Tick the box that applies) I direct my proxy to vote in the following manner: For Against [General Business] 1 apple apple 2 apple apple

22 RULES OF AN INCORPORATED SOCIETY 19 3 apple apple [Special Business] 4 [Identify resolution] apple apple Signed by the Member named in Section 1 Date: NOTES 1 As a Member you may attend the meeting and vote, or you may appoint a proxy to attend the meeting. A proxy need not be a Member of the Association. 2 For this proxy form to be valid, you must complete it and produce it to the Association at least 24 hours before the time for holding the meeting. You can produce if to the Association by: Delivering it to the Associations registered office at [186a Tukapa St. New Plymouth]/other addressee details]; or Faxing it to the Association at its facsimile number: [give facsimile number], in each case, so that it is received at least 24 hours before the time for holding the meeting. 3 If this proxy form has been signed under a power of attorney a copy of the power of attorney (unless already deposited with the Association) and a signed certificate of non-revocation of the power of attorney must be produced to the Association with this proxy form. 4 If you return this form without directing the proxy how to vote on any particular matter, the proxy will vote as he or she thinks fit.

23 RULES OF AN INCORPORATED SOCIETY 20 APPENDIX TWO: POSTAL VOTING FORM Aotearoa/New Zealand Association of Supervised Contact Services Incorporated (the Association) POSTAL VOTING FORM To: [Name of person authorised to receive and count postal votes at the meeting] [186a Tukapa St. New Plymouth] SECTION 1: MEMBER DETAILS (please print clearly) Full Name: Full address: SECTION 2: VOTE (Tick the box that applies) I/We vote in the following manner: For Against [General Business] 1 apple apple 2 apple apple 3 apple apple [Special Business] 1 [Identify resolution] apple apple Signed by the Member named in Section 1

24 RULES OF AN INCORPORATED SOCIETY 21 Date: NOTES 1 As a Member you may attend the meeting and vote, or you may cast a postal vote. In casting a postal vote you may vote on any one or more of the matters set out in Section 2 of this form. 2 For this postal voting form to be valid, you must complete it and send it to [name of person authorised to receive and count postal votes] at [186a Tukapa St New Plymouth] so as to ensure that it reaches [him/her] by [time] on [day and date]. If it has been signed under a power of attorney please send a copy of the power of attorney (unless already deposited with the Association) and a signed certificate of non-revocation of the power of attorney with this form.