The constitution of the Poverty Bay Golf Club

RULES OF THE POVERTY BAY GOLF CLUB (INCORPORATED)

CONSTITUTION

1. Name:

The name of the Society shall be “The Poverty Bay Golf Club (Incorporated)”.

2. Registered Office:

The Registered Office of the Club shall be at its Clubhouse at Lytton Road, Gisborne, or at such other place as the Board may determine.

3. Club Colours:

The Club colours shall be moss green and gold.

4. Objects:

The objects of the Club shall be:-

(a) The playing of the game of golf and such other athletic sports as may conveniently be carried out in conjunction with playing golf.

(b) To encourage the playing of the game of golf among all citizens but particularly amongst young people and to belong to other wider associations or organisations (whether in New Zealand or overseas) working to achieve that object.

(c) To provide for members a golf course or courses and other grounds for recreation purposes, together with a Club House and all things incidental to the above objects.

(d) To provide an organisation efficiently to control and manage the said facilities.

(e) To provide for club members social and entertainment facilities of a high standard.

5. Definitions:

In these rules:

(a) “The Club” – means “The Poverty Bay Golf Club (Incorporated)”.

(b) “The Board of Management” (The Board) means the Board of Management of the Club as defined in Rule 19.

6. Notices:

All notices required by these rules to be given to members shall be given if emailed or posted in the usual way to the last known address of the persons entitled to such notices, or if the notice is sent to the email or fax number provided by the club member or if advertised in accordance with any rule of the Club. Notices sent by post shall be deemed to have been delivered on the day following the date of posting. Notices sent by email or fax shall be deemed to have been received at the time of transmission

7. Classes of Membership:

Membership shall be of the classes defined below, and each member shall pay the entrance fee (if any) and annual subscription fixed for the particular class as provided by these rules. The classes of membership are:-

(a) Full Members:

Who shall have full playing privileges, and who may be –

(i) Playing members

(ii) Life members

(b) Playing Members:

Playing members are divided into Senior playing members, being those who are or will attain the age of 20 years on the 1st day of February in the subscription year, and Junior playing members, being those who have not attained that age.

A summer member who is a member who does not yet wish to become a playing member and who shall be entitled to use the Club facilities from the commencement of daylight saving in one year to the finish of daylight saving the following year.

(d) Life Member:

Any member who has given exceptional service to the Club may, on the recommendation of the Board, be elected a life member by the members at any General Meeting and be not liable for any subscription. Any Member may nominate to the Board any person for consideration as a Life Member.

(e) Student Member:

A student member is a member under 18 years of age who does not wish to become a playing member and who shall be entitled to the use of the Club’s facilities to such extent and at such times as the Committee may from time to time determine.

(f) Associate Member:

An associate member shall be entitled to use the Clubhouse and to introduce visitors and shall be entitled to play upon the course on opening and closing days. Associate membership is available to any person upon written request being made to the Secretary/Manager.

(g) Family Membership:

Upon application by a Husband and Wife who are full paying members their child or children may (upon payment of all applicable levies) play on the course without any further membership charge. This shall be until the said child or children leave secondary school.

(h) Honorary Members:

Such persons as the Board think fit may be made honorary members.

(i) The Board shall have the power, to add, delete or amend any class of membership deemed necessary for the benefit of the Club.

(j) The Manager shall keep up to date an official register of all Members of the Club.

8. Change of Membership:

(a) In the Club’s year following the attainment of the age of 20 years in the case of a Junior Playing Member, and 18 years in the case of a Student Member, such member shall be regarded as either giving notice of resignation as required by Rule 12 or shall elect by notice in writing to the Manager to accept some other appropriate class of membership and in the latter case be liable for the fees appointed to such class of membership.

(b) Any member may at any time by similar notice elect to change to any class of membership from which he or she is not excluded by age provided that if the annual subscription for the class of membership is higher than that payable for the class of membership previously held by the member the change shall not be effective until the member has paid the difference in subscriptions to the Club. Without being obliged to observe a strict priority the Committee shall, except in exceptional cases, give preference to any Associate Member seeking higher membership.

9. Election of Members and Obligations of Members:

(a) The name of each candidate for election as a Club Member shall be presented to the Managers office on an application form which shall specify the type of membership sought and shall be signed by the candidate, and the member (other than student and honorary members), who sponsors the nomination.

(b) On receipt of an application for membership, the Manager shall refer the application to the Board for their consideration.

(d) Until such notification is received by the member, the member has no playing rights. New members shall become liable on the date of their election for the payment of the appropriate entrance fee and subscription and in default of such payment within one month of election, the election of such member may by resolution of the Board be annulled.

(e) Each Member shall abide by these Rules and support the Club in the encouragement and promotion of its objects.

10. Annual Subscription And Entrance Fee:

(a) Every member shall pay the Club an Annual Subscription and Entrance Fee (if any) of such amount as shall from time to time be fixed for the class of member by resolution of the Club in General or Special General Meeting. Annual subscriptions shall be due and payable as at the 1st day of February in each and every year or on such other date or dates and in such manner as the Board may from time to time prescribe, and if any amount remains unpaid one calendar month after due date then a flat penalty of 10% or such lesser percentage as the Board may from time to time prescribe shall become due and payable.

(b) Unless the Board prescribes otherwise, the Annual Subscription as fixed shall be payable in respect of membership for the period of 12 months from 1st February each year to 31st January in the following year, notwithstanding that the Club’s financial year may be for a different period.

11. Levy:

(a) In case the anticipated receipts for the Club for any year are insufficient to meet the anticipated payments for the year, whether by way of Capital or Revenue, the Club may by resolution passed at a General or Special General Meeting of which fourteen days notice of intention to propose such a resolution has been given to members of the Club, make a call upon all men and women members to meet any deficiency, provided that such call shall not exceed $500.00 in any one year

(b) If any such levy remains unpaid for one calendar month after notice of the approval of such levy shall have been posted or emailed to a member at the last known address of that member then such member shall be liable to the same penalties as are provided in the case of unpaid subscriptions: See Rules 10(a) and 13(a).

12. Resignation:

Any member wishing to resign from the Club or any member wishing to change his or her class of membership to a class of which a lower subscription is payable shall advise the Manager not later than the last day of January, failing which he or she shall be liable for the subscription for the year commencing on the first day of February of the same year.

13. Discipline of Members:

(a) “Any member whose subscription is in arrears on 31st March (or two months after any other due date prescribed by the Board) shall not be permitted to play on the Club’s course and any member failing to pay such a subscription by 30th April (or three months after any other due date prescribed by the Board) shall cease to be a member of the Club”.

(b) On receiving a written complaint signed by three members of the Club alleging that any member has misconducted himself, or herself, so as to render his or her membership no longer desirable, a meeting of the Committee shall be called to consider the matter. Such member shall be given an opportunity of answering the complaint, and the opinion of such meeting shall be taken by ballot in committee. If two-thirds of those present and voting shall be in favour of the expulsion of such member, he or she shall cease to be a member of the Club, but shall remain liable for any subscription or other fees then owing by such member.

(c) The Committee may upon the consideration of a complaint under clause (b) of this rule and instead of expelling the member against whom such complaint is made or upon the receipt of a written complaint signed by a member of the Club that any member has misconducted himself or herself and in any event after giving the member concerned an opportunity of answering the complaint by simple majority vote may suspend such member from the enjoyment of all his or her rights as a member of the Club for a period of not more than three months or may reprimand such member.

14. Cessation of Membership:

Every person ceasing to be a member of the Club whether by retirement, expulsion, death, neglecting to pay the annual subscription or other moneys due or otherwise, shall forfeit all moneys due or otherwise, and shall forfeit all right to or claim upon the Club of its property which he would have by reason of his membership.

15. Inland Revenue Approval:

No addition to or alteration of the Charitable Objects, Personal Benefit clause or Winding Up clause shall be made by the Golf Club without Inland Revenue approval. This provision and the effect of this clause shall not be removed from the Rules and Constitution and shall be included into any document replacing these Rules and Constitution.

16. Pecuniary Gain:

No member shall receive or obtain any pecuniary gain from the property, assets or operations of the Poverty Bay Golf Club (Inc) unless it is a matter for which they perform work, or provide services or goods in return for reasonable and proper remuneration or receive prizes in golfing competitions.

17. President and Patron:

A Patron and President shall each be elected at the Annual General Meeting.

18. Officers:

(a) The Officers of the Club shall consist of:-

i. A Ladies’ Club Captain

ii. A Men’s Club Captain

iii. A Manager

iv. The members of the Board of Management as defined in Rule 19

v. The members of the Golf Committee as defined in Rule 20

(b) The Ladies’ and Men’s Club Captains shall be elected bi-annually at the Annual General Meeting of the Club.

(d) Members of the Board of Management and members of the Committee shall be elected at Annual General Meetings for terms as specified.

(e) Officers shall hold office from the date of their election until the end of the Annual General Meeting at which they retire unless they resign in the interim or are removed from office by a majority of those members present at a Special General Meeting called for that purpose.

(f) All retiring Officers shall be eligible for re-election.

(g) The Ladies and Mens Club Captains may attend Board of Management Meetings. And may vote equally with Board Members.

(h) The Chairman of the Board may attend Committee Meetings (without voting rights).

(i) No member of the Club shall be eligible for election as an Officer unless their nomination, signed by a proposer, a seconder and by the nominee, is in the hands of the Manager seven clear days before the Annual General Meeting.

(k) Only full members shall be eligible for election as an Officer, except that one member of the Board of Management and the Manager need not be a member of the Club.

(l) The members of the Board of Management, Committee, delegated subcommittees and staff shall be indemnified by the Club, except where there has been dishonesty or deliberate breach of this constitution or in the case of a staff member, their employment contract.

19. Board of Management:

(a) The Board of Management shall consist of five elected Board Members. One additional Board Member may be appointed by the Board of Management but the appointed member must retire at the Annual General Meeting following his or her appointment.

(b) Board Members shall each hold office for a period of three years unless previously removed from office by a majority vote of the members present at a Special General Meeting called for that purpose

(d) Any vacancy occurring on the Board during the year may be filled by the Board, and the new Board Member shall take the place of the retiring Board Member and retire at the end of the original Board Member’s term of office.

(e) The Board will elect its own Chairman.

(f) Three Board Members shall form a quorum. Should the membership of the Board reduce below the quorum, the continuing Board Members may act for the purpose of filling vacancies in accordance with these Rules or of summoning a General Meeting of the Club but for no other purpose.

(g) The Board shall be responsible and have authority for all aspects of financial management, course management and development, business and general affairs of the Club including the following:-

(1) To plan and co-ordinate a long term policy for the diligent use of Club finances and resources.

(2) To formulated a long term policy for the management, beautification and improvement of the course including the maintenance and replacement of machinery.

(3) To formulate a long term policy to ensure full membership of the Club.

(4) To invest and control the funds and property of the Club.

(5) To borrow and raise money for the day to day operations of the Club.

(h) The Board may exercise such powers and do such acts and things as the Club by its Rules is authorised to exercise and do and which are not by this constitution or by law required to be done by the Club in General Meeting.

(i) The Board shall have the following further powers:-

(1) To buy or sell any real or personal property or any rights or privileges at such price and upon such terms and conditions as it thinks fit and to give and execute such mortgages, deeds, instruments and securities as are considered necessary. No commitment for the sale or purchase of land may be made without approval of a resolution passed at a Special General Meeting of members.

(2) To purchase, acquire, construct, alter or maintain buildings, fences, machinery and other works. No commitment involving expenditure of a capital nature in excess of $75,000 for any one item may be made without approval of a resolution passed at a Special General Meeting of members.

(3) To appoint, replace, dismiss or suspend staff, determine conditions of service, remuneration and terms of contracts entered into with employees, catering staff and the Club professional.

(4) To delegate any of its powers to subcommittees consisting of such members and any Officer of the Club and any other persons whether members of the Club or not as the Board thinks fit. Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board. No subcommittee shall commit the Board to any expenditure without prior consent of the Board.

(5) To lease or accept leases, enter into all negotiations, contracts and agreements in the name of and on behalf of the Club.

(6) The Board may make by-laws for the regulation and maintenance of the Clubhouse, grounds or course and any other properties of the Club.

(7) Alterations to the course of a major nature must be subject to prior approval by a Special General Meeting of members. Alterations to the course of a major nature would include but not be limited to the constructing of new holes, re-sitting greens or changing the character of existing holes.

20. Golf Committee:

(a) The Committee shall consist of the Ladies’ and Men’s Club Captains and 10 other elected members (five of whom shall be men and five of whom shall be women).

(b) The Club Captains, elected Committee Members and appointees shall each hold office for a period of two years unless they resign or are previously removed from office by a majority vote of the members present at a Special General Meeting called for that purpose.

(d) Any vacancy occurring on the Committee during the year may be filled by the Committee, and the new Committee Member shall take the place of the retiring Committee Member and retire at the end of the original Committee Member’s term of office.

(e) Six Committee Members shall form a quorum, and meetings shall be chaired by either of the Club Captains or their nominee. Should the membership of the Committee reduce below the quorum, the continuing Committee Members may act for the purpose of filling such vacancies in accordance with these Rules but for no other purpose.

(f) The Committee shall attend to the management of the game of golf and social affairs of the Club, and in particular shall have power:-

(1) To administer all matters relating to the game of golf.

(2) To prepare and organise the playing programme and the conditions of play.

(3) To appoint a handicap committee and select representative players.

(4) To submit proposals to the Board through the Manager on matters affecting the operation of golf.

(5) To delegate any of its power to subcommittees consisting of such members and any Officer of the Club and any other persons whether members of the Club or not as the Committee thinks fit. Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Committee.

(6) To co-opt additional committee members should they so require.

(g) The Committee shall not have power to commit the Club to any expenditure, or to engage in any revenue earning activities, unless previously authorised and approved by the Board of Management.

(h) The Committee shall be responsible to the Board for complying with any directions or policy laid down by the Board in respect of its sphere of activity.

(i) The Committee shall in making its decisions in respect of its above stated duties of administration and in the exercise of its powers refer to the New Zealand Golf Association club manual and shall wherever practical apply the manual in the course of its administration and/or the exercise of its powers.

21. Conflict of Interest:

If in any commercial transaction a Board member has a financial interest the Board member shall declare that interest and it shall be for the balance of the Board to decide if that member may or may not take any further part in the consideration of that transaction.

22. Duties of Manager:

The Manager’s duties shall be those laid down by the Board in its job specification and as determined from time to time.

23. Auditor:

The accounts of the Club shall be audited by a Chartered Accountant or a retired Chartered Accountant, preferably by someone who is not a member of the Club. The Auditor shall not be a member of the Board, and shall be elected annually at the Annual General Meeting.

24. Bank Accounts:

The Club shall open and keep accounts with one of the trading banks operating in the City of Gisborne and may open one or more accounts in any authorised Bank. Unless automatic payments or electronic banking is/are otherwise authorised by the Board, all payments shall be made by cheque signed by the Manager and any member or members of the Board authorised for such purpose by resolution of the Board, or in the absence of the Manager by any two members of the Board.

25. Financial Year:

The financial year of the Club shall end on the 31st day of August in each year.

26. Annual General Meeting:

The Annual General Meeting shall be convened by the Board of Management.

Notice of the Annual General Meeting shall be given by advertisement at least fourteen days before such meeting. The Annual General Meeting of the Club shall be held in the month of November at such a time and place as the Board may determine, to carry out the following business:

(a) Confirmation of Minutes of the previous Annual General Meeting.

(b) Adoption of the Annual Report and Financial Statements.

(d) Consideration of Notices of Motion.

(e) General Business.

The Chairman shall be entitled at his discretion to rule that any business sought to be introduced as General Business can only be dealt with on notice upon the grounds that:

(i) The nature of the business; or

(ii) The low attendance at the time it is introduced; or

(iii) The late hour at which it is introduced, make it desirable that it should not be accepted as General Business.

(f) Remits and nominations for the Annual General Meeting shall be in the hands of the Manager 7 clear days before the Annual General Meeting.

(g) In the event insufficient persons are nominated for specified offices at the Annual General Meeting members present may nominate a candidate or candidates for specified offices not withstanding clauses 18(i) or 26(f) provided a two thirds majority of members present approve such process.

27. Notice of Motion:

All matters requiring Special Notice at a General Meeting shall be advised to the Manager in writing not less than fourteen days before such meeting. The Manager should advise all members of such Notice or Notices within seven days of such meeting in writing or by email or by advertising in the local newspaper and in any case by Notice posted in the Clubhose.

28. Special General Meeting:

A Special General Meeting may be called by direction by the Board at any time and shall be called by the Manager within fourteen days after the receipt of a requisition to that effect signed by not less than ten members of the Club specifying the subject to be discussed at such meeting. Notice of such meeting, specifying the matter to be discussed, shall be sent by email or by post to all the members by the Manager or advertised and notice posted in the Clubhouse, in each case at least seven days prior to the date fixed for the holding thereof. No business shall be transacted at any Special General Meeting except that of which notice shall be given as aforesaid, and no resolution shall be declared carried unless supported by a majority of the members present and voting, except as otherwise provided for in these Rules. No confirmation of any business passed by the requisite majority at any Special General Meeting shall be necessary.

29. Chairman:

(a) At all Special General Meetings the Board of Management Chairman shall preside or, in his or her absence, either of the Club Captains may preside as they shall decide between them. If they are unable to decide it between themselves it shall be determined by the members present.

(b) The Chairman shall, in all cases of equal voting, have a casting vote in addition to a deliberate vote.

30. Quorum:

At any Special General Meeting or Annual General Meeting there shall not be less than 25 members represented in person in order to form a quorum.

31. Voting:

(a) Associate, Student and Summer members shall not have a vote nor shall any member whose subscriptions is in arrears for three months be entitled to vote or speak. All other members present and voting shall have one vote. Proxies will not be allowed, unless otherwise determined by the Board.

(b) Voting for the election of officers of the Club if required will be by secret ballot.

(c) The Chairman of the meeting shall determine the method of voting but any five members may demand a secret ballot. At all General Meetings the Chairman shall have one vote but when voting is equal a casting vote.

32. Rules of Playing:

The rules of play shall be those of “The Royal and Ancient Golf Club of St, Andrews” except as varied by the local rules, or as laid down by the New Zealand Golf Association.

33. Alteration of Rules:

The Rules of the Club may be repealed or amended, or new Rules made, by a majority of members voting at any General or Special Meeting of the Club, provided that notice of such repeal, amendment, or new Rules shall have been duly given.

34. Winding Up:

In the event of the winding up of the Club, if a surplus of assets remains after the payment of all of the Club’s debts and liabilities, the assets shall not be paid to or distributed among the members, but shall be given to such Incorporated Society or Societies with like or similar objects as the Club resolves in a Special General Meeting. Payment shall be made only to an Incorporated Society whose Rules prohibit the distribution of funds of the society among the members of that society.

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