Constitution
February 2016

The Rules of the Friends of the Auckland Botanic Gardens Incorporated

 

1 Name

The name of the Society is the "Friends of the Auckland Botanic Gardens Incorporated” (hereinafter called "the Society"), and the formal office is c/o AC Botanic Gardens, 102 Hill Rd., Manurewa.

 

2 Objects

The objects for which the Society is established are:

a) To promote and support the development of the Auckland Botanic Gardens (hereinafter called "the Gardens") for as long as the Gardens shall be kept and maintained as public gardens.

b) To co-operate with the staff of the Gardens, with the consent of the Auckland Council, in
promoting and supporting the interests of the Gardens.

c) To foster public interest in New Zealand in horticulture and garden plants (particularly those suitable for the Auckland area) by working with the Gardens staff in:

i) organising and conducting visitor services at the Gardens;

ii) arranging lectures, demonstrations, exhibitions, educational programmes and other activities to stimulate a greater interest in plants, gardening and other branches of amenity horticulture.

d) To assist the Auckland Council in acquiring funds and/or assets for special projects associated with the development of Gardens facilities and services for the benefit of the public.

e) To raise funds for the development of the Gardens.

f) To conduct such activities as will promote membership of the Society and support its objectives.

 

3 Membership

a) Any person, organisation or body corporate interested in fostering the objectives of the Society shall be eligible for membership.

b) The members of the Society shall be divided into the following classes and such other classes as may be determined by the Society in general meeting. Those who were initial subscribers to the Society will additionally be known as “Foundation Members”.

i) Honorary Life Members - being members or other persons who have given services to the Gardens over a period and who are elected by the Society in general meeting (with the consent of the member or person in question) to membership for life. Membership of this class shall be without liability for any subscription or levy.

ii) Individual Members - being individual subscribing members of the Society.

iii) Partner Members - being two persons residing at the same address who shall each be entitled to the privileges of membership with one mailing per address.

iv) Family Members – being up to two adults and children up to 18 years of age residing at the same address who shall each be entitled to the privileges of membership with one mailing per address. This membership shall be entitled to two votes.

iv) Student Members - being members who are engaged in full-time study at any primary, secondary or tertiary educational institution.

v) Affiliate Members - being groups, clubs or corporate bodies with horticultural or related interests.

c) Each application for membership shall be in writing directed to the Secretary of the Society and shall specify the class of membership applied for.

d) Members shall be admitted to the appropriate class of membership upon payment by them of the annual subscription for that class, provided however that the Executive Committee of the Society may in its discretion decline to admit to membership any person, group or organisation for such reason or reasons as it may from time to time think fit.

e) Any member may resign from membership by giving to the Secretary of the Society notice in writing to that effect accompanied by payment of all subscriptions and other monies then due by that member to the Society. Every such notice shall take effect as from the end of the then current financial year of the Society.

f) The Executive Committee of the Society may by resolution cancel the membership of any member who is more than six months in arrears in payment of any subscription or other money due by such member to the Society.

 

4 Financial

a) The annual subscription payable in respect of each class of membership (other than honorary life membership) for each forthcoming financial year shall be determined by the Society in general meeting. Subscriptions shall be due and payable on 1 July in respect of the financial year then coming.

b) The financial year of the Society shall commence on 1 July in each year and shall end on 30 June in the following year.

c) The Treasurer or other such person as the Executive Committee shall appoint shall prepare, in the form required by the Executive Committee and the Auditor, a Statement of Accounts and Balance Sheet as soon as possible after the end of each financial year. Such Statement of Accounts and Balance Sheet shall be considered and approved by the Executive Committee who shall thereafter submit the same to the Auditor who shall report thereon to the members in writing.

d) The Statement of Accounts and Balance Sheet together with the Auditor's report thereon shall be submitted to the Annual General Meeting next following its preparation and shall be open for discussion thereat.

e) Any donation, gift or bequest to the Society exceeding $1000 and which restricts or limits the use of any portion thereof in any manner other than as an addition to the general Fund or any special Fund already established by the Society shall be accepted only subject to the approval of the Board of Trustees, to be managed as in 4 g) below. In consideration of acceptance of any such donation, gift or bequest the Board of Trustees shall consult with the Auckland Council before making its final determination.

f) A suitably qualified person shall be appointed to be auditor at each annual general meeting or if not so appointed then by the Executive Committee and shall hold office until the termination of the Annual General Meeting next following his/her appointment. The remuneration of the Auditor shall be fixed by the Executive Committee.

g) All monies received by the Society shall be paid to the credit of the Society at such bank or banks as the Board of Trustees may from time to time appoint. All cheques drawn on any such bank and all withdrawals from such bank shall be signed by two members of the Executive Committee PROVIDED THAT gifts, donations, bequests or monies advanced to the Society otherwise than for its general purposes shall be set aside in a designated account within the Society, and shall not be drawn against except pursuant to a resolution of the Board of Trustees.

h) The Capital and income from the Joan Dingley Bequest shall be used as specified in the Will,
primarily for the benefit of the Library. Capital and income found to be surplus to the requirements of the Library may be allotted to the general purposes of the Society, by resolution of the Trustees. Subject to the above, the capital from time to time of the Joan
Dingley bequest shall be preserved. The Trustees may also resolve at any time to increase the capital amount of the Bequest, as a counter to inflation, by transferring a portion of interest already earned to capital.

 

5 Meetings

a) The Society shall hold an annual general meeting in each year upon a date and at a time and place determined by the Executive Committee and at such meeting the Society shall receive and consider the Executive Committee’s report on the Society's affairs over the preceding financial year and shall receive and consider the Statement of Accounts and Balance Sheet and Auditor's report to be presented to the meeting and shall elect a President, Vice President, Secretary, Treasurer and other such officers as the Society shall decide and shall consider and deal with any other business included in the notice of meeting relating to the affairs of the Society. Nominations for all such positions shall be called for in written notice at least 28 days prior to the annual general meeting, mailed to all financial members at their last known address. Persons seeking nomination should submit a written application signed by themselves and two other members of the Friends to the Secretary prior to the meeting.

b) Twenty members present in person shall constitute quorum at all general meetings of the Society. If after one half hour from the appointed time no quorum is present, the meeting shall be rescheduled in accordance with the standing rules of notice as in 5 i) below.

c) The Chairman of the meeting shall be the President of the Society or if he or she is not available the Vice President or if he or she is not available the meeting shall elect its own Chairman.

d) Voting shall in the first instance be decided on voices. Any member present may request a show of hands. All matters put to the meeting shall be decided by a simple majority of members present and entitled to vote. In the event of an equality of votes the Chairman shall have a casting vote.

e) No member shall be entitled to vote if his, her or its subscription is in arrears.

f) Each member shall be entitled to one vote on each resolution at any meeting. Each affiliate member which is a group, club or corporate body may, by notification to the Chairman of the meeting, appoint one person present at the meeting to exercise its vote. No person shall vote by proxy at any meeting.

g) The officers of the Society elected at the annual general meeting shall hold office until the next annual general meeting when they shall retire but shall be eligible for re-election PROVIDED THAT no individual shall be eligible for re-election to the office of President after holding that office for three consecutive years. After standing down for one year that person shall again be eligible for election to the office of President.

h) Extraordinary general meetings shall be convened for any purpose either pursuant to resolution of the Executive Committee or within 30 days of delivery to the Secretary of a requisition in writing signed by 20 members.

i) All general meetings shall be convened on 14 days' written notice giving particulars of the time and place of the meeting and general particulars of the business to be transacted, dispatched to all financial members at their last known address.

 

6 Management and Administration

a) Subject to any direction to the contrary which may be given by the members in general meeting the affairs of the Society shall be administered by a Board of Trustees and an Executive Committee.

b) The function of the Board of Trustees shall be to determine overall policy and to be responsible for the finances of the Society. The income and property of the Society shall be applied solely towards the promotion of the objects of the Society as set forth in these Rules and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Society PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any officers or servants of the Society or to any members of the Society, in return for any services actually rendered to the Society nor for goods supplied in the ordinary and usual way of business nor prevent the payment of interest on money borrowed from any member of the Society at a rate not exceeding the usual trustee savings bank rate for the time being for interest on first mortgages or reasonable and proper rent for premises demised or lent by any member of the Society.

c) The function of the Executive Committee shall be to conduct the day to day administration of the affairs of the Society in accordance with the policies of the Society as determined in general meeting or by the Board of Trustees.

d) The Board of Trustees shall comprise:

i) The President of the Society who shall be a member of the Board of Trustees for as long as he or she shall be President of the Society. The President having served his or her ex officio term as a Trustee shall be eligible for a further term under the rules as an ordinary Trustee.

ii) The Treasurer of the Society, who may be a member of the Board of Trustees for as long as he or she is Treasurer of the Society

iii) Two persons representing the Society who shall hold office for a three year term and shall then retire but shall be eligible for re-election for a further three year term after which they shall stand down for one year. Such persons shall be elected at Annual General Meetings as positions arise.

iv) Up to two persons nominated by the Auckland Council being members of that Council. Each such person shall hold office as a member of the Board of Trustees at the discretion of the Council, but in any event no longer than the date of the Local Body election following appointment. Such persons may be re-elected for further terms at the discretion of the Auckland Council if still members of that Council.

v) Up to two persons co-opted as members of the Board by the Board itself. Only one such person shall be co-opted each year (except to fill a casual vacancy) and each may hold office for a three year term but shall be eligible for reappointment for a further term of three years after which they shall stand down for one year.

vi) The Officer in charge of the Botanic Gardens.

e) The Board of Trustees shall appoint its own Chairman who in the case of an equality of votes shall have a casting vote. The quorum for meetings of the Board of Trustees shall be more than 50% of voting members, and resolutions may be passed by a simple majority vote. Subject to these rules the Board shall make its own rules for the conduct of its proceedings.

f) The Board of Trustees at its discretion may appoint a non-voting secretary to service its meetings.

g) The Board of Trustees may from time to time by resolution delegate any of its powers to the Executive Committee which shall in the exercise of the powers so delegated be subject to such direction as the Board of Trustees may from time to time prescribe.

h) The Executive Committee shall comprise:

i) The President of the Society
ii) The Vice President of the Society
iii) The Immediate Past President of the Society
iv) The Secretary
v) The Treasurer
vi) Up to 9 elected members
vii) The Manager, Regional and Specialist Parks, Auckland Council ex officio, and in his or her absence the Officer in Charge of the Auckland Botanic Gardens.

i) The President of the Society shall be Chair of the Executive Committee and in the event of an equality of votes shall have a casting vote. The quorum for meetings of the Executive Committee shall be more than 50% of voting members, and resolutions shall be passed by simple majority vote. All members of the Committee shall be advised of the time and place of each meeting by post, fax, email or notice in the Society’s journal. The Committee shall meet for a minimum of four times each financial year. Subject to these rules the Executive Committee shall make its own rules for the conduct of its proceedings.

j) The Executive Committee may from time to time by resolution delegate any of its powers to a sub-committee or sub-committees which shall act in all respects in such manner and subject to such directions as the Executive Committee shall from time to time prescribe.

k) The Executive Committee shall procure and be responsible for the custody of the common seal of the Society, to be held by the Secretary. The affixing of the seal to any instrument shall be approved by the Executive Committee and witnessed by any two members of the Executive Committee.

l) The Executive Committee shall from time to time by resolution define the duties of the various officers of the Executive Committee and shall nominate one such officer to act as a liaison officer between the Society and the Manager and staff of the Gardens.

m) The Executive Committee may by resolution appoint any person to fill any casual vacancy which may arise either on the Executive Committee or on the Board of Trustees whether such vacancy shall occur by reason of death, resignation or otherwise and any person so appointed shall hold office until the next annual general meeting whereupon the appointment shall end. Any person so appointed shall be eligible for re-election.

 

7 Powers

In carrying out the above objectives the Executive Committee shall have and may at its discretion exercise the following powers:

a) To publish, print, edit, sell, distribute and exchange books, magazines, pamphlets, papers and other printed matter concerning botanical, horticultural and related subjects.

b) To purchase, sell and otherwise deal in plants, souvenirs and such other merchandise and products as the Executive Committee may from time to time determine.

c) Pursuant to a prior resolution of the Board of Trustees to purchase, take on lease, exchange, hire or otherwise acquire any real or personal property or any interest therein, to deal in any such property, to sell, let, hire or dispose of the same and to mortgage or charge any property of the Society

d) To invest or deposit money in any bank, or savings bank or in any investment decided by the Board of Trustees.

e) Pursuant to a prior resolution of the Board of Trustees and the confirmation of that resolution at a special or annual general meeting, to borrow money upon such terms and conditions as to repayment, interest and otherwise as it thinks fit.

f) To engage agents, servants and workmen and to remunerate them in such manner as it thinks fit and to terminate the engagement of any agent, servant or workman.

g) To exercise all the powers and functions of the Society as are not specifically required either by these rules or the Incorporated Societies Act 1908 to be exercised by the Society in general meeting or by the Board of Trustees and generally do all such other things as are incidental or conducive to the support of the Gardens or to the attainment of any of the objectives of the Society.

 

8 Alteration of Rules

a) These rules may be altered, added to or rescinded or otherwise amended by resolution passed by a three-fourths majority of those members present at a general meeting called in accordance with Clause 5 and subject to the Objects of the Society.

b) Proposed alterations must be accompanied by the signatures of the proposer and seconder, and each such notice shall set forth the purport of the proposed alteration, addition, rescission or other amendment.

c) The Executive shall promptly deliver duplicate copies of every such alteration, addition, rescission or amendment to the Registrar in accordance with the requirements of the Act.

 

9 Winding Up

If at any meeting a majority of those present and voting shall resolve that the Society be wound up, a further Special General Meeting shall be called and held not earlier than THIRTY (30) days after the day of the meeting at which such resolution was passed to confirm or reject such resolution by resolution. If the resolution shall be confirmed at such further Special General Meeting, the Society shall be wound up and all surplus assets after payment of costs, debts and liabilities of the Society shall be given to the Auckland Council to be held in trust for the purpose of funding the development of publicly-owned Botanic Gardens in the Auckland regional district (as that term is defined in the Auckland Regional Authority Act 1963).

 

10 Indemnification

Every officer of the Society or servant of the Society shall be indemnified out of funds of the Society and it shall be the duty of the Board of Trustees out of the funds of the Society to pay all costs, losses and expenses which any such officer or servant may incur or become liable for by reason of any contract entered into or act or thing done by him or her as such officer or servant of the Society or in any way discharging his, her or its duty including travelling expenses and reasonable out of pocket expenses.

 

11 General information

The Society was formed in 1983 to promote and support the development of the Auckland Botanic Gardens; to work in co-operation with Gardens staff in fostering public interest in horticulture in New Zealand (particularly the Auckland area) by arranging lectures, demonstrations, exhibitions and educational programmes to stimulate a greater interest in plants, gardening and other branches of amenity horticulture; to stimulate a greater interest in our native flora and its conservation, to assist in raising funds for special projects and Gardens amenities; to assist with visitor services and publicity for the Gardens.

The logo of the Friends is a cabbage tree (ti kouka).

The financial year is July1st to June 30th.

Membership benefits include a quarterly newsletter, group activities and plant sales.

Revised Constitution as approved at the 33rd AGM of the Friends, held February 2016