Constitution of Wellington Pétanque Association Incorporated

(Incorporated at Wellington on 8th September 1995 under Number WN649779)

As passed at the Annual General Meeting of 19 February 2009

  1. Name

    1. The organisation shall be called the Wellington Pétanque Association Incorporated (hereinafter referred to as the WPA).
    2. The WPA will operate as Pétanque Wellington.
  2. Registered Office

    1. The registered office of the WPA shall be at the postal address of the Secretary of the WPA serving at the time.
  3. Objects

    1. To foster the game of Pétanque in the Wellington Region.
    2. To arrange and supervise Regional competitions.
    3. To co-ordinate coaching support for the development of members.
    4. To promote participation in and support for National events.
    5. To support the New Zealand Pétanque Association in the attaining of its objectives within the Wellington Region.
  4. Affiliated Clubs

    1. Affiliated Clubs will be those Pétanque clubs that apply to be Affiliated Clubs in such form and accompanied by such fees as are determined in accordance with clause 8, and are accepted by the Management Committee as Affiliated Clubs.
  5. Membership

    1. There shall be the following classes of membership -
      1. Ordinary Members
      2. Life Members
      3. Honorary Members
      4. Associate Members
  6. Admission of Members

    1. Members of Clubs affiliated to the WPA shall automatically become Ordinary Members of the WPA unless otherwise determined under clause 6.2 of these rules.
    2. Members may be admitted as Life Members of the WPA for meritorious service in the interest of Pétanque. Candidates for Life Membership shall be recommended by the Management Committee to the members for admission at an Annual General Meeting of the WPA and their admission shall be by vote of the members. There shall be no more than 5 Life Members at any one time.
    3. Admission of Honorary Members shall be by vote of the Committee and is to be re confirmed each year at the Annual General Meeting. Honorary Members will not participate in the management of the WPA but may attend all social functions and meetings.
    4. A person or body corporate wishing to be associated with the WPA by reason of a common interest in the game of P├ętanque may apply in writing to the WPA to become an Associate Member. Membership will be approved at the discretion of the executive. An Associate Member will have the right to attend a General or Special General Meeting but will not be entitled to a voting right. Associate Members will not participate in the management of the WPA. Associate Members may, providing they meet tournament eligibility criteria, participate in WPA sanctioned tournaments.
    5. Members and member Clubs will be from within the Wellington Region unless they have been approved by the agreement of the Committee.
  7. Termination of Membership

    1. A member will effect resignation from the WPA by written notice to the Secretary. A membership will automatically lapse if six months after the beginning of a new financial year due fees have not been paid subsequent to a second demand notice.
    2. The Committee may at any time and in writing, request a Member's resignation for misconduct deemed to be of a nature sufficiently serious to be detrimental to the WPA. The Member shall have the opportunity to be heard by the Committee in accordance with the rules of natural justice. The Disciplinary powers of the Committee include the warning, suspension or expulsion of a Member.
    3. Every person shall upon ceasing to be a member of the WPA forfeit all right to and claim upon the WPA and its property
  8. Affiliation Fees (Subscriptions)

    1. A club shall become affiliated to the WPA on agreement by the Committee and on payment of a fee determined each year at the AGM of the WPA.
    2. Life and Honorary members shall pay no fees
    3. Associate Members shall pay an affiliation fee to be decided by the AGM.
    4. Such affiliation fees become due on the day following the AGM and must be paid within 3 calendar months.
  9. Management Committee

    1. The Management Committee of the WPA (herein referred to as 'The Committee') shall consist of a President, Secretary, Treasurer and a representative who is a financial member from each affiliated club. The positions of Secretary and Treasurer may be held by the same person
    2. Any candidate for the position of President, Secretary and Treasurer shall be nominated in writing by Member Clubs at least 21 days prior to the AGM and if no nominations are received they may be accepted from the floor.
    3. The President may hold office for a maximum of three consecutive terms.
    4. A Patron who is not a member of the Management Committee may be appointed.
  10. Management of the WPA

    1. The management of the WPA (except as otherwise provided in these rules) shall be deputised to the Committee.
    2. The Committee may from time to time co-opt members for specific tasks and appoint members to vacancies as they arise during the normal term of office.
    3. Except in special circumstances determined by the Committee, the Committee shall meet regularly at intervals of not greater than three months.
  11. Powers of the WPA

    1. The WPA shall have power to do all such lawful acts and things as are incidental or conducive to their attainment of its objects without prejudice to the generality of the foregoing of such powers.
      1. To raise monies by subscriptions
      2. To enter any contract agreement or arrangements with any person, firm, syndicate or Corporation as the WPA may deem conducive to its objects.
      3. From time to time invest and reinvest in securities by law for the investment of funds upon such terms as it shall think fit.
      4. By resolution of a Committee or General meeting to make amend and rescind by-laws or regulations compatible with this constitution.
      5. To pay such reasonable travelling, accommodation and incidental expenses of any person or body incurred or to be incurred in the business of WPA, as the Committee shall approve within current budgetary requirement established by the Committee.
      6. Exercise disciplinary procedures over any player or official in events conducted by the WPA in regard to doping infractions in accordance with the NZ Sports Drugs Agency Act 1994.
  12. Common Seal

    1. The Committee shall forthwith provide a Common seal for the WPA and they shall have power from time to time to destroy the same and substitute a new seal in lieu thereof. The Common Seal shall be in custody and under the control of the Secretary who shall affix the same to all instruments requiring the same but only in pursuance of a resolution of the Committee to that effect.
  13. Annual General Meeting

    1. The Annual General Meeting of the WPA shall be held no later than the third Thursday of March in each year upon a date and at a time to be fixed by the Committee for the following purposes:
      1. To receive from the Committee a Report, Balance sheet and Statement of accounts for the preceding financial year.
      2. To elect the President, Secretary and Treasurer, and to appoint an Auditor for the ensuing year.
      3. To decide on any motion that has been submitted to the meeting according to the provisions of this constitution.
      4. To determine the annual subscription and affiliation fees for the forthcoming year.
      5. To discuss any matters of general business.
    2. Notice to be given of Annual General Meetings
      1. Twenty-eight (28) days at least before the Annual General Meeting a notice of such meeting shall be delivered to each member dub and individually to any member not being a member of a club.
      2. Any member desirous of submitting any motion at the Annual General Meeting shall give notice thereof in writing to the Secretary not less than twenty-one (21) days before the date of such meeting.
      3. Fourteen (14) days at least before the Annual General Meeting, a notice of the business of which notice has been given according to clause 12.6.2 shall be delivered to each member club and individually to any member not being a member of a club. A notice is considered delivered three business days after it is sent to the last known address of the intended recipient.
  14. Special General Meetings

    1. At Special General Meeting only the business for which the meeting was convened shall be dealt with.
    2. A Special General Meeting shall be held within twenty one (21) days after receipt by the Secretary of a written request, signed by at least four of the financial affiliated Clubs (not Life, Associate or Honorary Members) and setting forth the business to be transacted in the form of a motion(s) or object(s) of such meeting.
    3. If the Management Committee does not within ten (10) days call such meeting the requesters or any of them may, subject to the provisions of this Constitution as to notice, convene it, and hold it at an appointed place.
    4. A Special General Meeting may at any time be summoned upon the initiative and order of the Management Committee provided that twenty one (21) days notice of such a meeting and the business to be dealt with is given to member clubs and individually to any member not being a member of a club.
  15. Procedure at meetings

    1. At all general meetings of the WPA the President or in that person's absence, a member of the Committee, shall take the Chair. Every Affiliated Club present shall be entitled to one vote upon every motion and in case of an equality of votes the Chair shall have a casting vote. Provision shall be made for a Club unable to be present to vote by proxy or in writing.
    2. At all committee meetings the President or in that person's absence a member of the Committee shall take the chair. Every club represented at the meeting shall be entitled to one vote upon every motion, and in the case of equality the Chair shall have a casting vote. Provision shall be made for a Club unable to be present to vote by proxy or in writing.
    3. That the rules set out in bold type in Members' Meetings by Mark von Dadelszen be adopted as Standing Orders of the WPA.
  16. Quorums

    1. The quorum at all general meetings of the WPA shall be 15 persons and they must represent a minimum of 50% of affiliated Clubs.
    2. For Committee meetings, the minimum number of Clubs represented must be 50% of affiliated clubs.
  17. Voting

    1. The voting at all meetings, including meetings of the Committee shall be in the first instance by voice provided that if not less than two members shall so demand voting shall be by show of hands. Provided also that if not less than two members shall so demand voting shall be by secret ballot.
  18. Interpretation of Rules

    1. The Committee is the sole authority for the interpretation of these rules and of the By-laws and Regulations made there under and the decision of the Committee upon any question of interpretation or upon any matter affecting the WPA and not provided for by these Rules or by the By-laws and Regulations made to hereunder shall be final and binding on the members.
  19. Alteration to Rules

    1. These Rules may be added to, repealed, or amended by resolution of which notice has been given in terms of rules 13 or 14 to any Annual or Special General Meeting provided that no such resolution shall be deemed to have been passed unless it is carried by a majority of at least two thirds of the members voting thereon.
    2. No addition to or alteration or rescission of the rules shall be approved if it affects the non profit aims, personal pecuniary benefit clause or the winding up clause. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
  20. Control of Funds

    1. The control and investment of the funds of the WPA shall be with the Committee. Banking operations on the WPA's account shall be carried out by the Treasurer. For withdrawals by cheque or another mechanism over the value of $500, be countersigned by another member of the Management Committee and for amounts less than $500 be at the sole discretion of the Treasurer.
    2. The financial year of the WPA shall be from January 1 to December 31.
  21. Indemnity

    1. The Management Committee shall be indemnified by the WPA against all disbursements, expenses, liabilities and losses incurred by them in or about the discharge of their duties except such that happen from their own wilful act, neglect or default.
  22. Personal Pecuniary Benefit

    1. No member of the WPA or any person associated with a member shall participate in or materially influence any decision made by the WPA in respect of the payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever.
    2. Any such income shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value). The provisions and effect of this rule shall not be removed from this document and shall be included and implied into any document replacing this document.
  23. Matters Not Provided For

    1. If any matter shall arise which is not, or which in the opinion of the Management Committee is not provided for, by or under these Rules, the same shall be determined by the Management Committee in such manner as it shall deem fit, and every such determination shall be binding upon the WPA and its Members unless and until set aside by a resolution of a General Meeting.
  24. Repeals and Savings

    1. The Rules of the WPA as operative at the date of adoption of these Rules are hereby repealed, but all existing appointments to office and all acts of authority which originated hereunder and are subsisting or in force on the coming into operation of these Rules shall endure as if they had originated under this Constitution.
  25. Winding Up

    1. If upon winding up or dissolution of the organisation there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall be given or transferred to some other organisation or body with similar objects to the WPA.
    2. If a body with similar objects to the WPA does not exist, the property shall be held in trust by the New Zealand Pétanque Association, or similar organisation, until such a body is incorporated.
    3. In the event that the NZPA, or similar organisation, ceases to function the property shall be divided amongst the remaining Affiliated Clubs of the former WPA.