Contents

1. Interpretation

2. Name and Office

3. Mission Statement, Objectives and Powers

4. Membership

5. Appointment and Election of Board Members

6. Board’s powers and duties

7. Board meetings

8. Annual General meetings

9. Special General Meetings

10. Postal voting

11. Finances and records

12. Auditor

13. Common Seal

14. Alteration to constitution

15. Dissolution

The Constitution of Bike Manawatu

1. Interpretation

1.1. In this constitution, unless the context requires otherwise:

AGM means the Annual General Meeting

Club refers to Bike Manawatu

Board means Board of Bike Manawatu

Chairperson means Chairperson of the Board appointed in accordance with rule 5.2

Cycling means all forms of commuting, recreational and competitive cycling, including road cycling and track cycling.

General Meeting means an Annual General Meeting or Special General Meeting

Member means a member of Bike Manawatu

2. Name and Office

clip_image001

2.1. The name of the Club is Bike Manawatu Hereinafter referred to as the “Club”.

2.2. The registered office of Bike Manawatu will be such address as may be determined by the Board from time to time.

3. clip_image001[1]Mission Statement and Objects

3.1. The mission for Bike Manawatu is to promote, foster and encourage (recreational and competitive) cycling in the Manawatu.

3.2. The vision of Bike Manawatu is to grow cycling in the Manawatu.

3.3. The objects of Bike Manawatu are:
(a) to develop cycling in the Manawatu and to encourage participation in cycling by individuals of all ages and abilities;
(b) To provide recreational and competitive cycling;
(c) To organise social events;
(d) To support advocacy for all forms of cycling in the Manawatu;
(e) To provide training, coaching and advice for cyclists;

(f) To liaise with national and regional cycling bodies;

(g) To provide good communication with members and other cycling related groups.

4. clip_image002Membership

4.1. Membership shall be open to any person who wishes to further the interests of the Club on completion of a membership form.

4.2. Each person admitted to membership shall be;

4.2.1. Bound by the Constitution and By-laws of the club

4.2.2. Come liable for such fees and subscriptions as may be fixed by the Club

4.2.3. Entitled to all advantages and privileges of membership

4.3. Membership categories shall be as listed below in paragraphs 4.3.1 to 4.3.12, with age as at 31st of December of membership year or such other categories as may be determined by Cycling New Zealand, and as listed below in paragraphs 4.3.13 and 4.3.14:

4.3.1 U15

4.3.2 U17

4.3.3 U19

4.3.4 U23

4.3.5 Senior

4.3.6 Master 1 35-39

4.3.7 Master 2 40-44

4.3.8 Master 3 45- 49

4.3.9 Master 4 50-54

4.3.10 Master 5 55-59

4.3.11 Master 6 60-64

4.3.12 Master 7 65+

4.3.13 Associate Member

4.3.14 Life Member

4.4. Members shall pay an annual membership subscription which shall be determined each year by the club at its Annual General Meeting.

4.5. In fixing the membership subscription the club may fix different amounts of subscriptions for each category of membership.

4.6. Any person’s membership may be terminated by the following events;

4.6.1. Resignation

4.6.2. Expulsion

4.6.3. A Member’s annual membership fee remains unpaid after 3 months of falling due.

5. clip_image001[2]The Board

5.1. The club shall be administered by a Board which shall be appointed in accordance with these Rules and shall be accountable to members.

5.2. The Board shall consist of a maximum of seven (7) members (two of whom shall be elected by the Board as Chairperson and Deputy Chairperson). The maximum term for board members will be six (6) consecutive years.

5.3. The inaugural board will be made up of two (2) representatives from each of the founding clubs, (Manawatu Masters Cycling Club, Palmerston North Marist Cycling Club, Feilding Cycling Club) and an independent member. The independent member will not be formally associated with any of the founding clubs and will be selected based on skills and experience. The initial independent board member will be selected by Sport Manawatu. Thereafter the board will select an independent member. The inaugural board will be in place for two (2) years.

5.4. At the end of the two years, three inaugural board members will be required to stand down at the AGM but will be eligible for re-election.

5.5. At every AGM, following the AGM mentioned in 5.4, two (2) board members will be required to stand down but will be eligible for re-election provided they have not served more than the maximum term allowed detailed in 5.2. The process for deciding which two Board Members should stand down should be followed in this order:

5.5.1. Any Board Member who has served the maximum time on the Board as stated in rule 5.2.

5.5.2. Any Board Member that wishes to stand down from the Board

5.5.3. The two longest serving members of the Board, providing they were not one of the Board members that stood down and were re-elected at the previous year’s AGM. If there are two or more Board Members who became Board Members on the same day those to stand down shall be determined by ballot.

5.6. Nominations for the vacant positions must be in writing and the nomination must be signed by a current member and seconder and endorsed with the consent of the nominee. The nominations must be received at least seven (7) days before the day fixed for the Annual General Meeting. If there are insufficient nominations to fill the vacant positions on the Board, oral nominations may be received at the Annual General Meeting, provided that no member will be elected who has not consented to being nominated.

5.7. At the AGM the current Chairperson will conduct a vote and the candidates with the highest number of votes will be deemed to be elected to the Board. If two or more candidates obtain an equal number of votes, their position will be decided by a further vote.

5.8. The Board will have the power at any time to co-opt any person to fill a vacancy in the Board until the next AGM.

5.9. Members of the Board shall forfeit their place if they;

5.9.1. Die

5.9.2. Are absent from three consecutive Board Meetings without special leave being granted and recorded in the minutes;

5.9.3. Are called upon to resign for any reason which the Board considers appropriate. This must be done in writing from the Board.

5.9.4. If declared bankrupt.

6. clip_image001[3]Powers and Duties of the Board

6.1. The Board will have the power:

6.1.1. To open and operate bank accounts

6.1.2. To invest or borrow money in such a manner as the board thinks fit.

6.1.3. To enter into contracts with employees, Members, sponsors media and other persons, agencies and organisations.

6.1.4. To acquire, by purchase, lease or grant any property and to manage, sell, exchange or otherwise deal with property of the Club

6.1.5. To raise funds by subscriptions, levies donations and other means

6.1.6. To make, alter or rescind by-laws, regulations and policies consistent with the Mission Statement and the Objectives.

6.1.7. To withdraw, suspend or terminate membership.

6.1.8. To do such other things as are incidental or conducive to the attainment of the Objects.

7. clip_image002[1]Board Meetings

7.1. The Board will meet monthly except in January. Meetings may be held in person or by any other means of communicating as decided on by the Board from time to time. All members of the Board will be given at least seven days notice of the meeting, verbally or in writing.

7.2. A quorum will be at least four of the seven Board members, or at least half if the Board for any reason does not have seven current members.

7.3. All questions will if possible be decided by consensus. If a consensus cannot be reached then a decision will be made by a majority vote by show of hands. If the voting is tied, the chairperson will exercise a casting vote.

7.4. Each meeting will be chaired by the Chairperson or in his/her absence by the Deputy Chairperson. If both are not present the meeting may be chaired by a person appointed by the Board.

7.5. Minutes of each meeting will be maintained and will be available to any member of the Club. The minutes need to include;

7.5.1. The names of those present

7.5.2. All decisions which are required by the constitution or by law to be made

7.5.3. Any other matters discussed at the meeting.

8. clip_image001[4]Annual General Meetings

8.1. An Annual General Meeting will be held each year not earlier than one month and not later than three months after the end of any financial year and shall be held at such time as the decided by the Board.

8.2. The AGM will be chaired by the Chairperson or in his/her absence by the Deputy Chairperson. If both are not present the meeting may be chaired by a person appointed by the Board.

8.3. Prior to or at the AGM, the members shall receive from the Board, the annual report, Financial Statements from the preceding financial year. The following will be the order of business:

8.3.1. Receive the minutes of the previous Annual General Meeting and of any other Special General Meeting held since the last Annual General Meeting

8.3.2. Receive the Club’s Financial Statements for the preceding year and Budget of the income and expenditure for the current year

8.3.3. Receive reports from the Board and its committees

8.3.4. Elect Board Members in accordance to rule 5

8.3.5. Fix the annual subscription

8.3.6. Consider and decide any other matter which may be brought before the meeting.

8.4. The annual General Meeting shall be advertised, not less than 14 days before the date set for the meeting.

8.5. Notice of motion containing changes to this Constitution and all other remits must be received by the Board at least 35 days prior to the meeting.

8.6. Voting at the Annual General Meeting will be by a show of hands, unless the Chairperson calls for a ballot. Each financial member present at the meeting is entitled to one vote. In the case of an equal number of votes the Chairperson will have a casting vote in addition to his or her deliberative vote.

9. clip_image002[2]Special General Meetings

9.1. Special General Meetings may be called by the Board or by a written request made by at least fifteen (15) members specifying the object or objects of such Special Meeting. Where the meeting has been requested by members it will be held within 30 days of that the requested being received by the Board. Notice of any such meeting specifying the date, time, place and matters to be discussed shall be advertised or if required sent by post to all members at least 14 days prior to the date set for the meeting. Where the Board consider that the circumstances are such shorter notice shall be given but not less than 48 hours.

9.2. The Special General Meeting will be chaired by the Chairperson or in his/her absence by the Deputy Chairperson. If both are not present the meeting may be chaired by a person appointed by the Board.

9.3. Voting at the Special General Meeting will be by a show of hands, unless the Chairperson calls for a ballot. Each financial member present at the meeting is entitled to one vote. In the case of an equal number of votes the Chairperson will have a casting vote in addition to his or her deliberative vote.

10. clip_image002[3]Postal Voting

10.1.Matters that would normally be determined at a General Meeting or Board Meeting may, if decided by the Chairperson, be determined by way of a postal vote, in which case the following procedure will apply:

10.1.1. A notice specifying the matter to be voted on and the date by which the vote is to be returned will be forwarded to all Members or Board Members (as the case may be) by letter fax or email.

10.1.2. Only a Member or Board Member may cast a postal vote and each member or Board Member will be entitled to one vote.

10.1.3. All votes will be returned by Members or Board Members by letter, fax or email.

10.2.Where postal voting is used to appoint an individual from a number of nominees or to choose one of several options, the following system will apply.

10.2.1. Nominees or options will be listed in the Member’s order of preference.

10.2.2. The preference rating for each nominee or option from the Members will be totalled and appointment or decision will apply to the nominee or option with the lowest total.

10.2.3. The nominees/options together with preference totals will be recorded in the minutes of the next Board Meeting.

10.2.4. In the event of a tie, the matter will be decided by a majority decision of the Board.

11. clip_image001[5]Finance and Records

11.1.The Board must:

11.1.1. Keep proper records of all proceedings and meetings of the Board and of every General Meeting.

11.1.2. Keep all other documents, records, reports and communications connected with the Club.

11.1.3. Keep proper books of accounts and financial records of the Club

11.1.4. Have control of all funds of the Club and operate all bank accounts in the manner from time to time determined by the Board.

11.1.5. Have control of the Common Seal which may only be affixed to a document by resolution of the Board.

11.1.6. At least one month before the end of the financial year the Board will prepare and circulate to members a projected budget for the forthcoming year.

11.2.As soon as practicable following the end of the financial year the Board will prepare a statement containing particulars of:

11.2.1. The income and expenditure for that financial year

11.2.2. The statement of financial position as at the end of that financial year.

11.3.Board members shall not be liable for debts incurred as long as they have exercised due diligence.

12. Auditor

12,1 An Auditor, who shall not be a member of the Board, shall be appointed annually by the members of the club at the Annual General Meeting. The Auditor’s remuneration shall be determined by the Board.

12.2 Should the position of Auditor become vacant, the Board may appoint a replacement for the balance of the term.

13. clip_image002[4]Common Seal

13.1.The Board shall have a Common Seal which shall be kept in the custody of a Board appointed person. The Common Seal shall only be used as directed by the Board. It shall be affixed to documents only in the presence of and accompanied by the signature of two members of the Board.

14. clip_image002[5]Amendments to the Constitution

14.1.The Club may from time to time amend, alter, extend, add to or rescind any of its Rules or make a new Rule by resolution at an Annual General Meeting or Special General Meeting of the Club called for that purpose.

14.2.Any Member of the Club, on request, shall be provided with a complete and accurate copy of the Rules of the Club.

15. clip_image001[6]Dissolution

15.1.The Club may be wound up if at a General Meeting of its members it passes a resolution to wind up, and after the resolution is confirmed at a subsequent General Meeting called together for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.

15.2.Any surplus assets after the payment of all outstanding liabilities will be disposed of in such a manner as passed by resolution at the General Meeting convened for the purpose of winding up the Club.

15.3.No individual, whether associated with a member or not, may participate in any surplus arising on a winding up.