The name of the Association shall be Counties Manukau Kindergarten Association Incorporated (hereinafter referred to as the Association)
2. REGISTERED OFFICE:
The registered office of the Association shall be at such place as the Board of Management shall from time to time determine. The General Manager shall notify the Registrar of Incorporated Societies of any change of location of the registered office.
The objects of the Association shall be to:
a) Provide and promote early childhood education in accordance with the principal aims and objectives set out in the Association Charter.
b) Establish, administer and control constituent kindergartens and constituent establishment kindergartens in the greater South Auckland and surrounding areas.
c) Do all such lawful things as are conducive to the attainment of objects of the Association and the furtherance of early childhood education in New Zealand.
(a) The following persons shall be deemed to be members of the Association:
(i) Each Coordinator of the Kindergarten Support Group of a kindergarten or establishment kindergarten under the control of the Association.
(ii) Each member of the Board of Management constituted under clause 6.
(iii) A teacher representative elected for a two year term by a simple majority of currently employed teaching staff at an Association staff meeting or by postal ballot. The membership of the teacher representative shall lapse if their employment with the Association is terminated during the term of office. It shall be the responsibility of the Association teaching staff to elect a replacement teacher representative in such circumstances.
(b) Employees of the Association are ineligible to become members of the Association under the provisions of sub-clauses 4(a)(i) and 4(a)(ii).
(c) A member may at any time resign from membership of the Association by giving at least one month’s notice in writing of their intended resignation to the General Manager of the Association. At the expiry of the notice period the member resigning shall be deemed to no longer be a member of the Association. Resignation shall not extinguish any liabilities which arose during the period of membership.
(d) Any member who acts in a manner deemed by the Board of Management to be contrary or prejudicial to the interests of the Association may be suspended from membership or have their membership terminated, if not less than 75 percent of the members present and voting at a General Meeting vote in favour of such an action. No vote shall be taken to suspend or terminate the membership of any member until the member concerned has had the opportunity to respond to the Board of Management’s concerns.
5. HONORARY LIFE MEMBERSHIP:
At any Annual General Meeting of the Association, the Association may on the nomination of the Board of Management and with approval of not less than two thirds of the members constituting such meeting, confer honorary life membership (without voting rights) on a person who has given long and outstanding service to the Association. Honorary life members shall be entitled to attend all General Meetings of the Association and have speaking rights at such meetings.
6. BOARD OF MANAGEMENT:
(a) A Board of Management shall be elected at the Annual General Meeting of the Association, in which the management and control of the affairs of the Association shall be vested.
(b) The elected Board of Management shall consist of not more than 7 persons and one teacher representative elected in accordance with 4(a)(iii).
(c) The Association General Manager shall be an ex-officio member of the Board of Management but shall have no voting rights.
(d) Any member of the Board of Management may be eligible for re-election.
(e) The term of office for Board of Management members shall be two years.
(f) Any member of the Board of Management who wishes to resign during their term of office may do so by forwarding a letter of resignation to the General Manager. The resignation shall be effective as soon as it has been accepted by the Board of Management and then acknowledged in writing by the General Manager.
(g) Any member of the Board of Management who is absent from three consecutive Board of Management meetings without leave of absence shall be deemed to have resigned and that member’s position on the Board of Management shall be filled in accordance with clause 6(h). Leave of absence shall be deemed to have been granted if an apology has been tendered and accepted for any meeting.
(h) In the event of casual vacancy occurring in one or more of the Board of Management positions, other than that of teacher representative, the Board of Management shall fill the vacancy in such manner as they deem to be appropriate in the circumstances.
(i) Board of Management meetings shall be held on a regular basis to conduct the affairs of the Association and not less than ten meetings per annum shall be held.
(j) The Board of Management will elect a Chairperson at the first Board of Management meeting immediately following each Annual General Meeting.
Nominations shall be called for by the General Manager not less than forty-two days prior to the Annual General Meeting or Special General Meeting at which they are to be considered. Each nomination for a position on the Board of Management shall be made in writing on the prescribed form. Nominations are required to have a different proposer and seconder who must be members of the Association, and must be signed by the nominee. Such nominations shall be required to be in the hand of the General Manager not less than twenty-one days prior to the commencement of the General Meeting at which they are to be considered.
8. ANNUAL GENERAL MEETING:
(a) An Annual General Meeting shall be held not later than May in each year.
(b) The business of the Annual General Meeting shall include the Annual Reports, Financial Statements, election of the Board of Management, such other business as has been advertised and such business as is put forward and accepted by the meeting as General Business.
(c) Not less than thirty days’ notice of the Annual General Meeting shall be given to all members.
9. SPECIAL GENERAL MEETING:
(a) The General Manager of the Association shall, upon receipt of a written request from not less than seven members, call a Special General Meeting of the Association for the purpose of dealing with the matter or matters specified in the written request for such a meeting. A Special General Meeting shall be held not less than seven days nor more than twenty-one days after the receipt of such written request. The General Manager shall within this time fix the date for the Special General Meeting. The General Manager shall give each member at least seven days notice of the date, time and place of the meeting and of the matter or matters to be dealt with.
(b) The Board of Management may also call a Special General Meeting of the Association to be held at such time and for such purpose as is deemed necessary, provided that at least seven days notice of the details are forwarded to each member.
10. NOTICE OF GENERAL MEETINGS:
Members as determined in accordance with 4(a)(i) and 4(a)(ii), and honorary life members, shall be notified of General Meetings by way of notice in writing.
(a) Members shall be entitled to attend all General Meetings of the Association and to speak and vote on all matters coming before such meetings.
(b) Each member shall have one vote on every question coming before the Annual General Meeting or a Special General Meeting.
(c) Voting shall be determined by voice, a show of hands or by ballot. A ballot shall be taken at the discretion of the chairperson or at the request of three or more members.
(d) A ballot shall be used for the election of Board of Management members.
(e) A ballot shall be taken at such time during the meeting, and in such manner as is determined by the Chairperson at the time the ballot is called for. Prior to a ballot being taken at least two independent scrutineers shall be appointed by the members present.
(f) In circumstances where the voting is such that one further vote would achieve the voting majority the Chairperson shall have and may exercise a casting vote. If the casting vote is not exercised in this situation a new vote shall be taken on the matter in question.
12. POWER TO APPOINT PROXY:
(a) Every member entitled to vote shall be entitled to appoint a proxy to attend meetings of the Association and vote at such meetings.
(b) Every proxy shall be signed by the member and shall be in the form marked “A” attached to these rules. The form shall be delivered to the General Manager prior to the commencement of the meeting at which the proxy is to attend.
(a) The quorum for all General Meetings shall be one more than half the members of the Association.
(b) The quorum for all Board of Management meetings shall be four voting members.
(a) The Association shall cause minutes of all General Meetings and Board of Management meetings to be duly entered in books provided for the purpose. The minutes shall record the names of those present and all resolutions and proceedings of each meeting.
(b) A copy of the minutes of each Board of Management meeting shall be sent to each Board of Management member. A copy of the minutes of each General Meeting shall be forwarded to the Coordinator of the Kindergarten Support Group of each constituent kindergarten and establishment kindergarten.
15. POWERS OF BOARD OF MANAGEMENT AND GENERAL MEETINGS:
(a) The Association shall have the power to do all things which are conducive to the attainment of the objects of the Association, including the power to buy, sell or otherwise deal in property, borrow and secure the payment of money, control and invest the funds of the Association, hire and dismiss employees and do such other things as it may see fit.
(b) General Meetings and the Board of Management shall be authorised to exercise all of the powers of the Association, including the power to frame such by-laws, regulations and standing orders as may from time to time be deemed necessary for the purpose of regulating the affairs of the Association, provided that such by-laws, regulations and standing orders are not inconsistent with the rules of the Association. All by-laws, regulations and standing orders framed in accordance with this clause shall be binding until rescinded by resolution of a General Meeting of the Association.
(a) The Board of Management shall ensure that proper records are kept of all monies received and expended by the Association. Proper records shall also be kept of the assets and liabilities of the Association, including all mortgages, charges and securities of any description affecting any or all of the property of the Association.
(b) All funds of the Association shall be held in the name of the Association and shall only be lodged in bank accounts or investments authorised by a General Meeting or the Board of Management.
(c) The Board of Management shall make provision for the signing of cheques, promissory notes and other documents which have a charge against the funds of the Association.
(d) The Financial Statements of the Association shall be audited prior to the Annual General Meeting by a member of the Institute of Chartered Accountants of New Zealand.
(e) The financial year of the Association shall commence on the first day of January in each year.
17. PECUNIARY GAIN:
The funds of the Association shall be applied exclusively for the attainment of the objects of the Association. No portion of the funds shall be paid or advanced to members in any way except by way of bona fide remuneration to employees or agents or for services rendered or as reimbursement of authorised expenses incurred on behalf of the Association.
18. GENERAL MANAGER:
The Board of Management shall appoint from time to time a General Manager to carry out duties as described in the position description. The appointment shall be subject to such terms and conditions as the Board of Management may prescribe.
19. COMMON SEAL:
The Association shall have a Common Seal which shall be kept in the custody of the General Manager of the Association
The affixing of the Common Seal shall be attested by the General Manager and the Chairperson or an authorised signatory for the Board of Management.
20. ALTERATION OF RULES:
(a) Provided that not less than fourteen days notice of the details of the proposed alteration(s) are given in writing to all members, this Constitution may be altered, added to or rescinded at a Special General Meeting by a majority of two thirds of the votes of the members or their proxies present and entitled to vote at such meeting. For the purposes of complying with the requirements of the Inland Revenue Department in maintaining the charitable status of the Association, no addition, amendment or alteration to the constitution may be made which will in any way affect the charitable status of the Association. Provided, however, that should the Association decide to relinquish its charitable status this clause may be altered, added to or rescinded in accordance with the provisions above in which case the General Manager shall immediately advise the Inland Revenue Department of such alteration or amendment.
(b) Proposed alterations to the rules must be in the hands of the General Manager not less than twenty-one days prior to the Special General Meeting at which it is intended that the proposed alterations are to be considered.
If on the winding up or dissolution of the Association there remains any property or funds whatsoever after satisfaction of all debts and liabilities, the remaining property or funds shall be distributed as determined by the members of the Association at or before the time of such winding up or in default of such disposition by the High Court of New Zealand. Provided, however, that such property or funds shall only be distributed to one or more early childhood organisations of a charitable nature having similar objects to the Association and operating within New Zealand at the time of winding up.