The Society was incorporated at Christchurch on 21st October 1952.
2. Definitions
2.1 In this constitution:
(a) Act means the Incorporated Societies Act 2022 from the date of its commencement but pending that date means the Incorporated Societies Act 1908 and any regulations made under those statutes.
(b) Annual general meeting has the meaning given in cl 25.
(c) Arm’s-length terms means terms between the club and an officer or a member in relation to a transaction that:
(i) would be reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or
(ii) are less favourable to the officer or member than the terms referred to in
cl 2.1(c) (i); and
(iii) do not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the Club.
(d) Club means the incorporated club with the name specified in cl 3.1 and governed by this constitution;
(e) Committee means the officers of the Club acting as a board in accordance with this constitution.
(f) General meeting means either an annual general meeting or a special general meeting, as the case may be.
(g) Interests Register means the register of officer interests maintained by the Committee pursuant to cl 16.1 of this constitution.
(h) Member means an individual or entity that has become a member of the Club, paid any subscriptions due and whose membership has not been terminated, in accordance with this constitution.
(i) Notice means any notice sent by post, courier or email to the most recent physical, postal or email address of the intended recipient that is known to the sender of the notice or, in the case of notices to the Club, to the Club’s registered office.
(j) Objectives means the objectives of the Club provided for in cl 4 of this constitution.
(k) Officer means an officer of the Club appointed pursuant to cl 11 of this constitution.
(l) President means the individual appointed as the Club’s President pursuant to
cl 11.1 whose duties include those provided for in cl 12.
(m) Secretary means the individual appointed as the Club’s Secretary pursuant to cl 11.1 whose duties include those provided for in cl 13.
(n) Special general meeting has the meaning given in cl 24.2.
(o) Treasurer means the individual appointed as the Club’s Treasurer pursuant to
cl 11.1 whose duties include those provided for in cl 14.
(p) Vice-President means the individual appointed as the Club’s Vice-President pursuant to cl 11.1 whose duties include those provided for in cl 12.
3. Name
3.1 The name of the Society is The Brevet Club (Canterbury) Incorporated. (“the Club”)
4. Objects
4.1 Subject to cl 4.2, the objects of the Club are:
(a) To promote and maintain fellowship and esprit de corps among persons who are or who have been qualified to wear a brevet in the service of their country.
(b) To keep all such persons in touch with one another and with matters of aeronautical interest including financial encouragement to young persons in furtherance of their aeronautical ambitions.
(c) Maintain clubrooms for the use of members of the Club and to arrange regular functions of a social nature.
(d) To affiliate at the discretion of the Club in general meeting with any other Brevet Club, or with any other Club(s) which under another name have similar objectives and policy, where it is considered in the best interest of all concerned to affiliate.
(e) To invest surplus Club funds in authorised accounts as the Executive Committee may decide.
(f) To do any such things as are incidental or conducive to the attainment of the above objects.
4.2 Notwithstanding cl 4.1:
(a) the Objects cannot include furthering or attaining any objects outside New Zealand; and
(b) no member of the Club may derive any personal pecuniary gain from membership of the Club.
5. Powers
5.1 Except as restricted by this constitution, the Club has full capacity, rights, powers and privileges to carry on or undertake any activity, do any act, or enter any transaction required to further or promote the Objects including, without limitation, to:
(a) make regulations or bylaws to advance the attainment of any of the Objects;
(b) do any act or thing incidental or conductive to the attainment of the Objects;
(c) use such of its funds to pay the costs and expenses of furthering or carrying out the Objects;
(d) employ one or more individuals on such terms approved by the Committee (subject to cl 5.4);
(e) purchase, lease, hire or otherwise acquire, exchange and sell, lease or otherwise dispose of property, rights or privileges; and
(f) invest in any investment in which a trustee might invest (subject to Trusts Act 2019 s 30).
5.2 Notwithstanding cl 5.1, the Club cannot borrow or raise money (or provide any security to borrow or raise money) unless the incurring of the debt is approved by an ordinary resolution at a general meeting.
5.3 Regardless of any other provision in this constitution, the Club must not do anything:
(a) other than to further the Objects; or
(b) for the personal or individual financial gain of any member (except as provided for in cl 5.4).
5.4 The Club may provide financial benefits to a member or officer, or any associated person but only on arm’s length terms and any payments made in respect of such transactions must be limited to:
(a) a fair and reasonable reward for services performed;
(b) reimbursement of expenses properly incurred;
(c) usual professional, business or trade charges; and/or
(d) interest at no more than current commercial rates.
6. Membership
6.1 The classes of membership and the method by which members are admitted to different classes of membership are:
(a) Individual member: An Individual Member is an individual admitted to membership under clause 7 and who has not ceased to be a Member under any other clause.
(b) Life member: A Life Member is a person honoured for meritorious services to the Club after recommendation by the Committee. A Member may be elected as a Life Member at any General Meeting of the Club and thereafter shall be entitled to all the privileges of membership without paying the Subscription. A register of such Life Members shall be kept by the secretary.
(c) Honorary member: An Honorary Member is a person whom the Committee shall elect by virtue of their rank, status or outstanding contribution to the objectives of the Club. They may not vote, do not have speaking rights, may not hold office and do not qualify for the benefits of the Brevet Club. They are entitled to attend all of the Club functions and activities. They are not charged a membership fee and no subsidy is paid to the Brevet Club. Membership of this class is to be reviewed bi-annually by the committee.
(d) Members of an existing class of membership which predates the Constitution will, subject to cl 6.1 (c) above, and at the discretion of the Committee, continue to hold that class of membership.
6.2 Every member must advise the Secretary of any change of the member’s contact details.
6.3 The Secretary must keep a register of members recording:
(a) the name of each member;
(b) the last known contact details of each member;
(c) the date on which each person became a member; and
(d) all other information prescribed by the Act (if any).
6.4 The Secretary must update its register of members as soon as practicable after becoming aware of changes to the information recorded on the register.
6.5 All members (including members of the Committee) must promote the interests and the objects of the Society and must do nothing to bring the Society into disrepute.
6.6 Copies of this constitution must be provided to any member on request
7. Admission of members
7.1 Membership of the Club shall be restricted to those persons who are qualified to wear a brevet in any of the Forces of the British Commonwealth of Nations, persons of countries allied thereto at the close of the 1939 –1945 World War.
7.2 Applicants for membership shall produce evidence of their service or authority to wear a brevet.
7.3 Applicants for membership as Individual Members must complete any application form provided by the Committee and supply such information as may be required by the Committee.
7.4 Membership application forms must provide a mechanism for the applicant for membership to confirm their consent to become a member of the Club, which may include:
(a) a requirement for the applicant to sign the application form; or
(b) a requirement for the applicant to confirm by electronic means their consent to become a member of the Club.
7.5 Membership applications must be approved by the Committee who may interview an applicant Individual Member.
7.6 The Committee has discretion whether or not to admit a membership applicant to membership and must advise the applicant of its decision within a reasonable time of the application being provided to the Secretary.
8. Subscriptions and levies
8.1 The annual subscription payable for membership for the following financial year must be set by resolution at each annual general meeting.
8.2 If no resolution changing subscription amounts is passed at an annual general meeting, the subscription amounts in place at the commencement of that annual general meeting will continue to apply.
8.3 A Joining Fee may be charged in addition to the annual subscription in the year that a member first joins the Club. The amount of any such Joining Fee shall be as recommended from time-to-time by the Committee for approval.
8.4 The Committee may by resolution impose a levy or levies on members in different classes of membership in any financial year up to a maximum totalling 50 per cent of the annual subscription for that year for each class of member.
8.5 No Club member reaching the age of 90 years by 31 March of the current calendar year shall be required to pay an annual subscription to retain membership of the Club.
8.6 The Club Committee shall have the authority to reduce or waive a member’s subscription at their discretion.
8.7 Any member failing to pay the annual subscription (or any instalment acceptable to the Committee) or any levy within one calendar month of the due date will have their membership suspended and (without being released from the obligation of payment) will have no membership rights and will not be entitled to participate in any Club activity until all the arrears are paid. If such arrears are not paid within six months of the date the subscription or levy became due or such later date as the Committee may determine, the member’s membership will end and the member must cease to hold themself out as a member of the Society, and must return to the Club all material produced by the Club (including any membership certificate, handbooks and manuals) requested by the Committee.
9. Cessation of membership
9.1 Any Member may resign from that Member’s class of membership by notice to the Secretary and the following terms will then apply:
(a) the resignation will take effect from the date of the resignation notice;
(b) the Member resigning remains liable to pay all subscriptions, levies and any other fees to the end of that financial year;
(c) the resigning Member must cease to hold themself out as a member of the Club from the date of resignation.
9.2 The Committee may give a Member notice suspending or terminating that member’s membership if that Member:
(a) is deemed by the Committee to have willfully infringed any of the terms of the constitution of the Club, or for any act of misconduct in or outside the Club, which is liable to, or in the opinion of the Committee, or does in fact, bring the Club or its Members into disrepute; or
(b) is convicted of a category 2, 3 or 4 offence under the Criminal Procedure Act 2011 or an offence for which a convicted person may be imprisoned.
9.3 Any Member who is to be suspended or expelled must be notified in writing at their last known email address of the allegations against them and the date the Committee intends to consider the same at least fourteen (14) days before such date.
9.4 Such Member, together with their legal adviser or support person, shall be entitled to be present and be heard and to answer any allegations and to put forward any answer and/or defence or explanation either orally or in writing at such time before the Committee gives a decision.
9.5 When a Member’s membership is terminated under cl 9.2:
(a) the termination will take effect from the date specified in the termination notice including the Committee’s reasons for its decision;
(b) the Member remains liable to pay all subscriptions, levies and any other fees to the end of that financial year; and
(c) the Member must cease to hold themself out as a Member of the Club and must return to the Club all material as requested by the Committee from the date of the termination notice.
10. Re-admission of former members
10.1 Any former member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted by decision of the Committee.
10.2 However, if a former member’s membership was terminated under cl 9.2 the applicant must not be re-admitted by the Committee without the prior approval of a general meeting.
11. The Committee
11.1 The Committee has all the powers necessary for managing, directing and supervising the management, operation and affairs of the Society, subject to the terms of this constitution.
11.2 The Committee shall consist of the following officers:
(a) President;
(b) Immediate past President;
(c) Vice-President;
(d) Secretary;
(e) Treasurer; and
(f) Between three and five other Committee members.
11.3 The officers must be elected annually as follows:
(a) written nominations for appointment as an officer, signed by the nominator and seconder, and accompanied by the written consent of each nominee, must be received by the Secretary not less than 7 clear days before the date of the annual general meeting;
(b) If there should be fewer than the required nominations for the Committee in accordance with the foregoing provisions of this Rule, the Committee may then make further nominations to bring the total to the number required.
(c) at the annual general meeting, the Secretary must provide a voting paper listing all nominees and such information (not exceeding one side of an A4 sheet of paper) as may be supplied to the Secretary by or on behalf of each nominee in support of their nomination;
(d) votes must be cast in such manner as the Chair of the annual general meeting determines;
(e) two Members (who are not nominees) designated by the Chair of the annual general meeting must act as scrutineers for the counting of the votes and destruction of any voting papers; and
(f) in the event of any vote being tied the tie must be resolved by the other members of the incoming Committee.
11.4 To qualify for appointment as an officer, a nominee must satisfy the qualifications for appointment as an officer of a Club in Incorporated Societies Act 2022, s 47.
11.5 All officers must be members of the Club.
11.6 If, between annual general meetings, a vacancy arises in the position of President, Vice-President, Secretary or Treasurer that vacancy or those vacancies must be filled from the Committee.
11.7 No officer may serve more than 5 consecutive terms in the roles of president, vice president, secretary, or treasurer, however, if there are no nominations for a particular role, the Committee may agree to extend the period of service with an annual review.
11.8 The officers appointed subsequently pursuant to cl 11.7:
(a) will hold office until the end of the first annual general meeting after their appointment; but
(b) they may seek re-appointment at that annual general meeting; subject to the provisions of cl 11.8.
11.9 Any officer may be removed as an officer by a resolution of a special general meeting of which prior notice was given in the notice of meeting and which is passed by a two- thirds majority, provided that a quorum is present.
12. President and Vice-President
The Committee is responsible for generally overseeing and directing the affairs and business of the Club, under the leadership of the President (and, in the absence of the President, the Vice-President).
13. Secretary
13.1 The Secretary must record the minutes of all general meetings and Committee meetings, and all such minutes when confirmed by the next such meeting and signed by the chairperson of that meeting will be prima facie evidence that that meeting was duly called and will be deemed to be a true and correct record of what occurred at that meeting.
13.2 The Secretary must hold the Club's records, documents, and books.
13.3 The Secretary must deal with and answer correspondence and perform such other duties as directed by the Committee.
13.4 The Committee may in its discretion suspend or remove the Secretary from office.
13.5 The Secretary must keep a membership register of Members recording their names and contact details, the dates each member became a Member and all other information required by the Incorporated Societies Act 2022.
13.6 Unless an alternative “contact person” is appointed by the Committee (for the purposes of the Incorporated Societies Act 2022), the Secretary will be the Club’s “contact person”.
14. Treasurer
14.1 The Treasurer must:
(a) prepare or have prepared financial statements that comply with the Act;
(b) provide a true record of the Club’s financial position and a report on the Club’s financial position to each Committee meeting and present annual financial statements (meeting the requirements of the Act) to the Annual General Meeting together with a budget for the next financial year.
(c) ensure that copies of the Club’s financial statements are registered with the Registrar of Incorporated Societies within 6 months after the balance date of the Society.
15. Finances
15.1 The Committee must maintain bank accounts in the name of the Club, and all financial transactions must be approved and released by the Treasurer and one member of the Committee.
15.2 All money received on account of the Club must be banked within five working days of receipt.
15.3 The Club's financial year commences on 1 April of each year and ends on 31 March in the following year.
15.4 The annual general meeting each year may appoint an auditor to audit the annual accounts of the Club and provide a certificate of correctness of the same. Any such auditor must be a member of Chartered Accountants Australia and New Zealand and not a member of the Club, and if any such auditor is unable to act the Committee must appoint a replacement auditor.
16. Disclosure of officer interests
16.1 The Committee must maintain a register in which officer’s interests are recorded.
16.2 An officer who is interested in a matter relating to the Club (as defined in s 62 of the Act) must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified):
(a) to the Committee; and
(b) in the Interests Register.
16.3 Disclosure under cl 16.2 must be made as soon as practicable after the officer becomes aware that they are interested in the matter.
17. Officer ceasing to hold office
17.1 A person ceases to be an officer if the person:
(a) resigns in accordance with cl 17.2; or
(b) is removed from office in accordance with cl 11.10; or
(c) becomes disqualified from being an officer under Incorporated Societies Act 2022, s 47(3); or
(d) dies; or
(e) otherwise vacates office in accordance with this constitution.
17.2 An officer may resign by giving notice of resignation to the Secretary and the President and the notice of resignation will take effect when it is received by the Secretary and the President or at any later time specified in the notice.
17.3 Each officer must, within one calendar month of submitting a resignation or ceasing to hold office, deliver to that officer's successor or the Secretary all books, papers and other property of the Club possessed by such former officer.
17.4 Despite vacating office as an officer, a person who has held office as an officer remains liable for acts and omissions and decisions made while that person was an officer.
18. Management by the Committee and subcommittees
18.1 From the end of each annual general meeting until the end of the next, the Club must be administered, managed and controlled by the Committee.
18.2 Subject to this constitution and the resolution of any general meeting, the Committee may exercise all the Club's powers, other than those required by statute or by this constitution to be exercised by the Club in general meeting.
18.3 The Committee must meet at such times and places and in such manner (including by telephone or video conference) as it may determine and otherwise where and as convened by the President or Secretary, but such meetings shall be no less than 6 times per calendar year.
18.4 All Committee meetings must be chaired by the President, or in the President's absence by the Vice-President, or in the absence of both of them by another officer elected for the purpose by the meeting, and any such chair has a deliberative and casting vote.
18.5 The Committee may co-opt any person to the Committee for a specific purpose, or for a limited period, or generally until the next annual general meeting.
18.6 The quorum for Committee meetings is at least half the number of the officers.
18.7 Only officers elected or appointed under cl 11 who are present in person or by telephone or video link may be counted in the quorum and entitled to vote at a meeting of the Committee.
18.8 The Committee may appoint subcommittees consisting of such persons and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:
(a) the quorum of every subcommittee is half the members of the subcommittee;
(b) no subcommittee may co-opt additional members;
(c) no subcommittee may commit the Club to any financial expenditure without express authority; and
(d) no subcommittee may delegate any of its powers.
18.9 The Committee and any subcommittee may act by:
(a) a written resolution (which may be in physical or electronic form); or
(b) a resolution approved verbally in the course of a meeting, telephone conference call or video conference;
approved by not less than a simple majority of the officers or members of the subcommittee (as the case may be).
18.10 The Committee from time to time may make and amend regulations, bylaws and policies for the conduct and control of Club’s activities, but no such regulations, bylaws and policies can be inconsistent with this constitution or the Act. This constitution, and such regulations, bylaws and policies, must be available at all reasonable times for inspection by members, and copies must be provided (at cost, if required by the Committee) to any member on request.
18.11. Other than as prescribed by the Act or this constitution, the Committee may
regulate its proceedings as it thinks fit.
18.12. Members of the Committee and of subcommittees are entitled to be reimbursed by the Club for any reasonable actual expenses incurred by them on behalf of the Club as approved by resolution of the Committee.
18.13 Subject to the Act, this constitution and the resolutions of general meetings, the decisions of the Committee on the interpretation of this constitution and all matters dealt with by the Committee in accordance with this constitution shall be final and binding on all members.
19. Indemnity for committee
19.1 No officer will be liable for the acts or defaults of any other officer or any loss occasioned by those acts or defaults, unless occasioned by their dishonesty, wilful misconduct or gross negligence.
19.2 The officers must be indemnified by the Club for all liabilities and costs incurred by them in the proper performance of their functions and duties, other than as a result of their dishonesty, wilful misconduct or gross negligence.
20. Registered office
20.1 The registered office of the Society will be at such place as the Committee from time to time determines.
21. Execution of documents
21.1 Documents must be executed for the Club under a resolution of the Committee:
(a) the document shall be signed by the President or Vice-President and another officer signing on behalf of the Club.
22. Amending the constitution
22.1 This constitution may be amended or replaced by resolution of any general meeting passed by a two-thirds majority of those members present and entitled to vote, provided that no amendment may be made which would disqualify the Club from maintaining its registration as a Club under the Act.
22.2 Any proposed motion to amend or replace this constitution must be signed by at least 2 members and given in writing to the Secretary at least 14 clear days before the general meeting at which the motion is to be considered, accompanied by a written explanation of the reasons for the proposal.
22.3 At least 7 clear days before the general meeting at which any such proposal is to be considered, the Secretary must give notice (in accordance with this constitution) to members of the proposed motion, of the reasons for the proposal and of any recommendations from the Committee in respect of that notice.
22.4 Subject to cl 22.1, the Committee may amend this constitution if the amendment:
(a) has no more than a minor effect; or
(b) corrects errors or makes similar technical alterations.
22.5 An amendment made pursuant to cl 22.4 is only valid if the Committee sends notice of the amendment to every member of the Club stating:
(a) the text of the amendment; and
(b) the right of the member to object to the amendment; and
the Committee receives no objection from any member within 20 working days after the date on which the notice was sent.
23. Dispute Resolution
23.1 If any dispute arises between:
(a) two or more Members; or
(b) one or more officers and the Club; or
(c) one or more Members or officers and the Club; and the dispute relates to an allegation that:
(i) a Member or an officer has engaged in misconduct; or
(ii) a Member or an officer has breached, or is likely to breach, a duty under this constitution or the Act;
(iii) the Club has breached, or is likely to breach, a duty under this constitution or the Act; or
(iv) a Member’s rights or interests as a Member have been damaged or Members’ rights or interests generally have been damaged;
then any party involved with the dispute may make a complaint to the Board and the procedures contained in the Incorporated Societies Act 2022, sch 2, cls 2 to 8 (inclusive) shall be deemed to be included in this constitution and shall apply to the resolution of the dispute.
23.2 The Committee shall be responsible for managing the dispute resolution process provided that:
(a) If the complaint relates to one or more officers, that officer or those officers must be excluded from the Committee’s management of the dispute resolution process and decision making;
(b) If the complaint is made by one or more officers, that officer or those officers must be excluded from the Committee’s management of the dispute resolution process and decision making; and
(c) If the Committee is unable to proceed because it will not have a quorum of officers to conduct the dispute resolution process as a consequence of cl 23.2(a), the Committee must appoint an individual who is not a member to manage the dispute resolution process and make a decision about the complaint.
After completing the dispute resolution processes provided for in cl 23.1, the Committee or the independent person appointed pursuant to cl 23.2(b), (the decision maker) may:
(d) Make a finding considered by the decision maker to be fair and consistent with the evidence provided by the dispute resolution process;
(e). In the case of a complaint against a Member, suspend the member’s membership for a defined period or terminate the member’s membership; or
(f) In the case of a complaint against an officer, remove the officer from their role as an officer (and, if the officer is also a member, the penalties in cl 23.2(e) could also be applied).
24. General meetings
24.1 The Club’s annual general meeting must be held not later than 30 June annually.
24.2 Special general meetings may be called by the Committee or by written request to the Secretary signed by not less than ten of the Individual and Life Members.
24.3 At least 14 clear days before any general meeting, the Secretary must post to all Members notice of the business to be conducted at the meeting.
24.4 Any irregularity in the manner of calling a general meeting is waived if all the Members entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or if all such Members agree to the waiver but in any event the failure for any reason of any Member to receive notice of a general meeting does not invalidate the meeting or its proceedings.
24.5 General meetings may be attended by all Members of whatever class of membership, but only Individual and Life Members are entitled to stand for office, speak and vote.
24.6 An Individual or Life Member is entitled to vote by written proxy in favour of another Member present at the meeting, but no other proxy voting is permitted.
24.7 The quorum for general meetings is 25 percent of Members entitled to vote pursuant to cl 24.6 present in person, by electronic means or by proxy. If, at the appointed meeting time, the quorum is not reached, the meeting shall be adjourned until the same day two weeks later. The meeting must be held at the same time and place. The re-convened meeting shall proceed with the number of Members present at that time constituting a quorum.
24.8 All general meetings must be chaired by the President or, in the President's absence, by the Vice-President or, in the absence of both of them, by some other officer elected for the purpose by the Members at the general meeting, and any such chair has a deliberative and casting vote.
24.9 Voting at general meetings must be exercised as follows:
(a) voting must be by voices, by show of hands or, on demand of the chairperson or of any Member present, by secret ballot, and on each case each Member entitled to vote is entitled to one vote;
(b) unless otherwise required by this constitution, all questions must be determined by a simple majority of those present and entitled to vote;
(c) to determine any issue already lawfully before a general meeting (including any election or amendment to this constitution) the meeting may resolve to hold a postal ballot in accordance with the following process:
(i) only Members with voting rights may vote in any postal ballot;
(ii) the resolution to hold a postal ballot must set a closing date and time for ballots to be received by the Secretary, but the closing date must be no earlier than a fortnight after the date ballot papers are sent out to Members (excluding the date of posting);
(iii) in respect of any motion to amend this constitution by postal ballot, the motion must be accompanied by reasons and recommendations from the Committee, and such motion must be passed by a two-thirds majority of those voting;
(iv) voting in a postal ballot may be by ballots returned to the Secretary by mail, delivery, facsimile or email or other electronic means;
(v) the Secretary must declare the result of the postal ballot; and
(vi) the result of any postal ballot will be as effective and binding on Members as a resolution passed at a general meeting.
24.10 A resolution passed by the required majority at any general meeting or by postal ballot binds all Members, irrespective of whether they were present at the general meeting where the resolution was adopted or whether they voted.
24.11 The Secretary must keep minutes of each general meeting. If the Secretary is not present at a general meeting, the President must appoint another officer to keep minutes of the meeting.
25. Annual general meeting
25.1 The notice (Notice) for an annual general meeting must include:
(a) an annual report from the President reporting on the operations and affairs of the Club during the most recently completed accounting period;
(b) a opy of the financial statements for the Club for that period;
(c) notice of any disclosures made to the Interests Register since the immediately preceding annual general meeting;
(d) a list of and information about nominees for officer appointments;
(e) a resolution for appointment of an auditor;
(f) notice of proposed changes to subscriptions for members (if any);
(g) notice of any motions and the Committee’s recommendations.
25.2 The business of the annual general meeting is:
(a) approving the minutes of the previous annual general meeting;
(b) approving the President’s annual report provided with the Notice;
(c) approving the financial statements provided with the Notice;
(d) election of officers;
(e) voting on subscription amount changes for the next financial year (if any);
(f) confirmation of the Patron; and
(g) voting on any motions referred to in the Notice.
25.3 Any member wishing to give notice of any motion for consideration at the annual general meeting must forward written notice of the motion to the Secretary not less than 28 clear days before the date of the meeting. The Committee may consider all such notices of motion and provide recommendations to Members in respect of those notices.
26. Written resolution in lieu of general meeting
26.1 A written resolution is as valid as if it had been passed at a general meeting if it is approved by no less than two thirds of the number of members who are entitled to vote.
26.2. A written resolution may consist of one or more documents in similar form (including letters, electronic mail, or other similar means of communication) each approved by or on behalf of one or more of the members who are entitled to vote.
26.3 For the purposes of cl 26.2, a Member may give their approval by:
(a) signing the resolution; or
(b) giving their approval to the resolution by email or any other electronic means approved by the Committee.
27. Winding up
27.1 The Club may be wound up voluntarily if the Club at a General Meeting of members passes a resolution requiring the Club to be wound up, and such resolution is confirmed at a subsequent General Meeting called together for that purpose and held not earlier than thirty days after the date on which the resolution to be confirmed was passed. If in the event of such winding up there remains after the satisfaction of all debits, any funds, these shall be distributed to a charitable organisation with similar objects and if there be no such organisation then the funds shall be distributed amongst such entities as may be determined by a vote receiving two thirds of the majority of Individual and Life members and carried out by either a postal vote or electronic means.
27.2 The Club may be put into liquidation if the Club, at a general meeting of its Members, passes a resolution appointing a liquidator and nominating a not-for-profit entity (pursuant to clause 27.3 below) with purposes similar to the Objectives to receive the Club’s surplus assets,[ if any], and 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.
27.3 The Club must be placed into liquidation (using the process specified in the previous clause) if the Club does not have the minimum number of Members required to
operate as a valid club under the Act in which case the resolution required pursuant to cl 27.1 shall be deemed to be valid if signed by all of the remaining members.