Rules of Ocean 300 Incorporated
The Society
1.0 Name
1.1 The name of the society is OCEAN 300 Incorporated ("the Society").
1.2 The Society is constituted by resolution dated 14th May 2010
2.0 Registered Office
2.1 The Registered Office of the Society is 4B-20. Morning Star Place. St Lukes. 1025. Auckland.
3.0 Objects of Society
3.1 The objectives of the Society are:
Vision
Changing the Legacy of Plastic Contamination for Future Generations: Our Water Our World!
Mission
OCEAN 300 is dedicated to bringing energetic, inspiring, and creative ideas to alternative solutions to address the growing global contamination of plastic in our oceans.
Targets
- To raise public awareness of plastic and the detrimental effect it has on the ocean and on the marine life, bird life and human life.
- To take 300 people annually to the ocean to work in changing the molecular structure of plastic using energy called Molecular Demanifestation and Demolecular Manifestation.
- To build relationships and be part of a global initiative with other international organizations and interest groups to address the growing concern of plastic contamination in our oceans.
- To stop plastic at its source on land before it falls into the ocean.
- To raise funds nationally and internationally for the achievement of the above mentioned targets.
- Do anything necessary or helpful to the above purposes.
- Pecuniary gain is not a purpose of the Society.
Management of the Society
4.0 Managing Committee
4.1 The Society shall have a managing committee (“the Committee”), comprising the following persons:
(a) The Chairperson;
(b) The Secretary;
(c) The Treasurer; and
(d) Other Committee Members as the Society shall decide.
4.2 Only Members of the Society may be Committee Members.
4.3 There shall be a minimum of three Committee Members, which shall be the quorum.
5.0 Appointment of Committee Members
5.1 At a Society Meeting, the Members may decide by majority vote:
(a) How large the Committee will be;
(b) Who shall have the title of Chairperson, Secretary, and Treasurer;
(c) Whether any Committee Member may have more than one title;
6.0 Cessation of Committee Membership
6.1 Persons cease to be Committee Members when:
(a) They resign by giving written notice to the Committee.
(b) They are removed by majority vote of the Society at a Society Meeting.
(c) Their Term expires.
6.2 If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.
6.3 The Term shall be two years.
6.4 A Committee Member whose term expires may be eligible for re-election for a maximum of four terms and after this period must stand down for one term before being eligible for election.
7.0 Nomination of Committee Members
7.1 Nominations for members of the Committee shall be called for at least 14 days before an Annual General Meeting. Each candidate shall be proposed and seconded in writing by Members, and the completed nomination delivered to the Secretary. Nominations shall close at 5pm on the fifth day before the Annual General Meeting. The Secretary shall post all nominations on a suitable notice board including electronic media at least two days before the Annual General Meeting. All retiring members of the Committee shall be eligible for re-election for a maximum of three terms.
7.2 If the position of any Committee Member becomes vacant between Society Meetings, the Committee shall appoint another Committee Member to fill that vacancy until the next Society Meeting.
7.3 If any Committee Member is absent from three consecutive meetings without leave of absence the Chairperson may declare that person’s position to be vacant.
8.0 Role of the Committee
8.1 Subject to the rules of the Society (“the Rules”), the role of the Committee is to:
(a) Administer, manage, and control the Society;
(b) Carry out the purposes of the Society, and use money or other assets to do that;
(c) Manage the Society’s bank accounts;
(d) Ensure that all Members follow the Rules;
(e) Decide how a person becomes a Member, and how a person stops being a Member in accordance to the Rules;
(f) Decide the times and dates for Meetings, and set the agenda for Meetings;
(g) Decide the procedures for dealing with complaints;
(h) Set Membership fees, including subscriptions;
(i) Make regulations.
8.2 The Committee has all of the powers of the Society, unless the Committee’s power is limited by these Rules, or by a majority decision of the Society.
8.3 Decisions of the Committee bind the Society, unless the Committee’s power is limited by these Rules or by a majority decision of the Society.
9.0 Roles of Committee Members
9.1 The Chairperson’s role is to:
(a) Ensure that the Rules are followed;
(b) Convene Meetings;
(c) Chair Meetings, deciding who may speak and when;
(d) Oversee the operation of the Society;
(e) Give a report on the operation of the Society at each Annual General Meeting;
(f) Advise the Registrar of Incorporated Societies of any alteration to the Rules.
9.2 The Secretary’s role is to:
(a) Record the minutes of Meetings;
(b) Keep the Register of Members;
(c) Hold the Society's records, documents, and books;
(d) Receive and reply to correspondence as required by the Committee;
(e) Retain the common seal of the Society, if the Society has a common seal.
9.3 The Treasurer’s role is to:
(a) Collect and receive all payments made to the Society. These payments must be banked in a timely manner after the Treasurer receives them;
(b) Keep a true and accurate record in the Society’s account book, so that the Society’s financial situation can be clearly understood at any point in time;
(c) Give a financial report and statement of accounts (including an Income and Expenditure Account and Balance Sheet) at each Annual General Meeting, and more often if either the Committee or a majority of the Society decides this in a Meeting.
(d) Forward the annual financial statements for the Society to the Registrar of Incorporated Societies upon approval by the Members at an Annual General Meeting.
Society Membership
10.0 Types of Members
10.1 A Member is either an Ordinary Member or an Honorary Member.
10.2 An Honorary Member is a person who is acknowledged as providing or having provided important services to the Society. An Honorary Member has all the rights and responsibilities of an Ordinary Member (including the right to vote), but does not have to pay fees, subscriptions, or levies.
11.0 Admission of Members
11.1 To become an Ordinary Member, a person (“the Applicant”) must:
(a) Complete an application form, if the Committee requires this; and
(b) Supply any other information the Committee requires.
11.2 The Committee may interview the Applicant when it considers Membership applications.
11.3 The Committee shall have complete discretion when it decides whether or not to let the Applicant become an Ordinary Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.
11.4 Honorary membership:
(a) All applications for Honorary membership shall be lodged with the Secretary;
(b) The Committee may recommend that the Society should appoint an Honorary Member;
(c) The Society may pass a resolution at a Society meeting appointing the Honorary member.
12.0 The Register of Members
12.1 The Secretary shall keep a register of Members (“the Register”), which shall contain the names, the addresses and telephone numbers of all Members, and the dates at which they became Members.
12.2 If a Member’s address or telephone number changes, that Member shall give the new address or telephone number to the Secretary.
12.3 Each Member shall provide such other details as the Committee requires.
13.0 Cessation of Membership
13.1 Any Member may resign by giving written notice to the Secretary.
13.2 A Member may have his or her Membership terminated in the following way:
(a) If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society, the Committee may give written notice of this to the Member (“the Committee’s Notice”). The Committee’s Notice must:
(i) Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society;
(ii) State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member’s Membership;
(iii) State that if, within 14 days of the Member receiving the Committee’s Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member’s Membership;
(iv) State that if the Committee terminates the Member’s Membership, the Member may appeal to the Society.(b) 14 days after the Member receives the Committee’s Notice, the Committee may in its absolute discretion by majority vote terminate the Member’s Membership by giving the Member written notice (“Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Society at the next Society Meeting by giving written notice to the Secretary (“Member’s Notice”) within 14 days of the Member’s receipt of the Termination Notice ;
(c) If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at the next Society Meeting. If the Member chooses, the Member may provide the Secretary with a written explanation of the events as the Member sees them (“the Member’s Explanation”), and the Member may require the Secretary to give the Member’s Explanation to every other Member within 7 days of the Secretary receiving the Member’s Explanation. If the Member is not satisfied that the other Society Members have had sufficient time to consider the Member’s Explanation, the Member may defer his or her right to be heard until the following Society Meeting;
(d) When the Member is heard at a Society Meeting, the Society may question the Member and the Committee Members;
(e) The Society shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Society’s decision will be final.
14.0 Re-admission of former Members
14.1 Any former Member who has resigned may apply for re-admission in the same way as a new applicant, but if the former Member's membership was terminated by the Committee or the Society, the Applicant shall not be readmitted without the approval of the Committee by majority vote.
15.0 Obligations of Members:
15.1 All Members (and Committee Members) shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.
Money and Other Assets of the Society
16.0 Use of money and other assets
16.1 The Society may only use money and other assets if:
(a) It is for a purpose of the Society;
(b) It is not for the sole personal or individual benefit of any Member.
17.0 Joining Fees, Subscriptions and Levies
17.1 The Society shall decide by majority vote at a Society Meeting:
(a) What an Ordinary Member must pay to join the Society (“Joining Fee”); and
(b) What an Ordinary Member must pay in order to stay an Ordinary Member (“Subscription”) and how often this must be paid.
17.2 If any Ordinary Member does not pay a Subscription by the date set by the Committee or the Society; that Ordinary Member shall have a further period of seven days to pay the Subscription. After the seven day period, the Ordinary Member shall (without being released from the obligation of payment) have no Membership rights and shall not be entitled to participate in any Society activity until all the arrears are paid, and the Member’s Membership shall be suspended until all arrears are paid in full .
18.0 Additional Powers
18.1 The Society through its Committee may:
(a) Pay and employ such person, persons or body corporate for such duties relating to the objects or administration of the Society on such terms as the Committee shall thinks fit;
(b) Exercise any power a trustee might exercise;
(c) Invest in any investment that a trustee might invest in;
(d) Borrow money and provide security for that if authorised by Majority vote at any Society Meeting.
18.2 The Society may do all such acts, matters and things and may enter into and make such agreements as are incidental or conducive to the carrying out the objects of the Society:
(a) Purchase, organise, conduct, maintain or manage such amenities, facilities and services as the Committee considers to be appropriate;
(b) Liaise, consult, work in conjunction and make arrangements with any individuals, trusts, corporations, foundations, firms, partnerships, associations, societies, institutions, organisations and authorities;
(c) Solicit, receive, enlist and accept financial and other support from individuals, trusts, corporations, foundations, firms, partnerships, associations, societies, institutions, organisations and authorities, governmental and non-governmental;
(d) Organise, assist in and co-ordinate the raising of funds by any lawful means;
(e) Receive and accept gifts and donations and to deal with or apply such gifts and donations in such manner as the Committee shall from time to time decide.
19.0 Financial Year
19.1 The financial year of the Society begins on 1 April of every year and ends on 31 March of the next year.
20.0 Cheques
20.1 Any payment made by the Society above a value of one hundred dollars must be by cheque or electronic deposit.
20.2 All cheques must be signed by the Chairperson, and countersigned by one other Committee Member.
21.0 Appointing an Auditor
21.1 At an Annual General Meeting, the Society may by majority vote appoint someone to audit the Society (“the Auditor”). The Auditor shall audit the Society’s accounts, and shall certify that they are correct. The Auditor must be a member of the New Zealand Institute of Chartered Accountants. If the Society appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement.
Conduct of Meetings
22.0 Society Meetings
22.1 The Society shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it.
22.2 The Annual General Meeting shall be held between April and September of each year, at such time and place as the Committee appoints provided that such meeting shall be held within seven months of the end of each financial year of the Society.
22.3 All general meetings other than Annual General Meetings shall be called Special General Meetings.
22.4 The Committee may at any time convene a Special General Meeting of the Society and Special General Meetings shall also be convened on the written requisition signed by no fewer than twenty per cent of the members of the Society. Any such requisition must state the general nature of the business to be brought forward and must be delivered to the Committee.
22.5 Notices of Annual Special General Meetings of the Society shall be delivered to members by post or electronic media not less than 14 days before the day fixed for the meeting and shall state the date, hour and place of the meeting. In the case of a Special General Meeting the notice shall also state the general nature of the business to be discussed. The accidental omission to give notice of a meeting to any member or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings of that meeting.
22.6 Each member may appoint a proxy who may exercise the vote of the member. At any general meeting of the Society every member present either in person or by proxy shall be entitled to one vote. A proxy shall be appointed by written notice signed by the appointing member and the notice shall state whether the appointment is for a particular meeting or for a specified term not exceeding 12 months.
22.7 The appointment of a proxy will not be effective in relation to a general meeting of the Society unless a copy of the notice of appointment is produced no later than immediately prior to the meeting.
22.8 Unless otherwise instructed in the proxy term, the proxy may vote as he or she thinks fit.
The proxy shall be in the following format:
I .............................................. of .............................................................. being a member of the above named Society, hereby
appoint ................................................ of .............................................................. (being a member of the Society) as my proxy to vote for me on my behalf at the Annual/Special (as the case may be) General Meeting of the Society to be held on the day of …………… , and at any adjournment thereof.
This form is to be used in favour of/against the resolution that ........................................................ unless otherwise instructed, I acknowledge that my proxy may vote as he/she sees fit.
Signed this ..............................day of ............................................
22.9 No business shall be conducted at any general meeting unless a quorum of members is present in person or by proxy at the time the meeting proceeds to business. A quorum is the greater of 5 per cent of current financial members or 50 current financial members or their proxies. If within 30 minutes from the time appointed for the meeting a quorum is not present the meeting, if convened upon a requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day, time and place in the next week or to such other day, time or place as the Committee shall determine and if at the adjourned meeting no quorum is present within half an hour of the time appointed for the meeting the members present shall be deemed to be a quorum.
22.10 The Chairperson shall preside at any general meeting of the Society, or if he or she is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Secretary will preside, but if the Secretary is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall elect a Chairperson from among the members of the Committee present at the meeting and willing to act. If no member of the Committee is present and willing to act then from among the members generally and the person so elected shall remain in the chair until the arrival of the Chairperson or Secretary or a member of the Committee willing to act as Chairperson.
22.11 At any general meeting a resolution put to the vote of the meeting shall be decided by voice or by show of hands if so requested by any member.
22.12 Questions arising at any general meeting shall be decided by a majority of votes and in case of an equality of votes, the Chairperson of the meeting shall be entitled to a casting vote in addition to his or her own deliberative vote.
22.13 A declaration of the Chairperson of the meeting that a resolution has been carried or lost shall be conclusive evidence of the fact.
22.14 The Committee shall keep or cause to be kept as far as possible correct minutes of all meetings of the Committee and meetings of the Society.
22.15 The business of an Annual General Meeting shall be:
(a) Any minutes of the previous Meeting(s);
(b) The Chairperson’s report on the business of the Society;
(c) The Treasurer’s report on the finances of the Society, and the Statement of Accounts;
(d) Election of Committee Members;
(e) Motions to be considered;
(f) General business; and
(g) Approval of plans for the balance of the current and next calendar years.
23.0 Motions at Society Meetings
23.1 Any Member may request that a motion be voted on (“Member’s Motion”) at a particular Society Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion (“Member’s Information”). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion. However, if the Member’s Motion is signed by at least a quarter of all Members:
(a) It must be voted on at the Society Meeting chosen by the Member; and
(b) The Secretary must give the Member’s Information to all Members at least 14 days before the Society Meeting chosen by the Member; or if the Secretary fails to do this, the Member has the right to raise the motion at the following Society Meeting.
23.2 The Committee may also decide to put forward motions for the Society to vote on (“Committee Motions”).
24.0 Committee Meetings
24.1 No Committee Meeting may be held unless a quorum of three Committee Members attend.
24.2 The Chairperson shall chair Committee Meetings, or if the Chairperson is absent, the Secretary shall chair the Committee Meeting. If the Secretary is also absent, the Committee shall elect a Committee Member to chair that meeting.
24.3 Decisions of the Committee shall be by majority vote.
24.4 The Chairperson or person acting as Chairperson has a casting vote in case of an equality of votes.
24.5 Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.
24.6 Subject to these Rules, the Committee may regulate its own practices.
Signing of Documents
25.0 Signing of Documents
25.1 The Society shall have a common seal. A document shall be executed on behalf of the Society if:
(a) The common seal is attached to the document; and
(b) The document is witnessed by any one of the Chairperson, Secretary, or Treasurer, and countersigned by one other member of the Committee.
Altering the Rules
26.0 Altering the Rules
26.1 The Society may alter or replace these Rules at a Society Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
26.2 Any proposed motion to amend or replace these Rules shall be signed by at least 15 Members and given in writing to the Secretary at least 28 days before the Society Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
26.3 At least 14 days before the Society Meeting at which any Rule change is to be considered the Secretary shall give to all Members written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
26.4 When a Rule change is approved by a Society Meeting, the Committee shall cause to be filed with the Registrar of Incorporated Societies advice of the Rule changes in the required form. No Rule change shall take effect until this is done.
Winding Up
27.0 Winding up
27.1 If upon the winding up or dissolution of the organisation there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the organisation but shall be given or transferred to some other organisation or body having objects similar to the objects of the first organisation and that has purposes that are charitable according to New Zealand law;
27.2 Any such meeting to consider a resolution to dissolve the Society shall be a Special General Meeting. Any resolution to dissolve the Society submitted to such meeting shall be decided by a simple majority. A second Special General Meeting shall be called no earlier than 30 days after the first such Special General Meeting as aforesaid and a resolution to confirm the resolution to dissolve the Society shall be submitted to such meeting and shall be decided by a simple majority. In the event that the resolution to confirm the resolution to dissolve the Society is lost, the resolution to dissolve the Society shall also be deemed to be lost. The procedure contained in this clause shall be followed except where it is inconsistent with the provisions of section 24 of the Incorporated Societies Act 1908 or any amendment or re-enactment thereof.
28.0 Definitions
28.1 In these Rules:
(a) “Cheque” means a personal cheque or a bank cheque.
(b) “Committee” means the Committee of the Society.
(c) “Committee Meeting” means a meeting of the Committee.
(d) “Committee Member” means any Member who is on the Committee.
(e) “Member” means Ordinary and Honourable Member.
(f) “Majority vote” means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting. Where the proxies are permitted by the Rules, then those votes may be included.
(g) “Term” means a period of two years.
(h) “Money or other assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
(i) “Payment” means any transfer of legal tender by cash, electronic transfer, bank cheque, or any other means of paying legal tender, and includes payment by personal cheque.
(j) “Rules” means these rules, being the rules of the Society.
(k) “Society Meeting” means any General Meeting, being an Annual General Meeting; or Special General Meeting, but not a Committee Meeting.
(l) “Use money or other assets” means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, money or other assets.
(m) “Written notice” means hand-written, printed or electronic communication of words or a combination of these methods.
