1.0 Name and Registered Office

1. The name of the Society is the “Wellington Marathon Clinic Incorporated” (the “Clinic”).
2. The registered office of the Clinic shall be such place as the Management Committee (the “Committee”) may determine.

2.0 Purposes

2.1 The purposes of the Clinic are to:

1. encourage and assist members of the Clinic to achieve high standards of physical fitness through regular exercise and participation in fitness training programmes
2. encourage and assist members of the Clinic to participate in distance running and walking races and events
3. promote good fellowship among members by holding social events and activities
4. benefit the health and wellbeing of the community by promoting running and walking.

3.0 Powers

3.1 In order to carry out its purposes and manage its affairs, the Clinic may:

1. purchase, lease, and hire property and facilities
2. employ the services of any person or company
3. establish trusts and appoint trustees
4. borrow or raise money, as approved by a resolution of a General Meeting

3.2 The Committee shall exercise the Clinic’s powers except for the powers that are required by its rules (“Rules”) to be exercised by resolution of a General Meeting.

4.0 Membership

4.1 The membership year begins on 1 January and ends on 31 December.
4.2 Membership may comprise different classes of membership as decided by the Clinic.
4.3 The annual subscription for each class of membership and any other fees or levies shall be set by the Annual General Meeting on the recommendation of the Committee.
4.4 To become a member, a person must complete a membership registration, provide their contact details, and pay the membership subscription and any other fees or levies.
4.5 The Committee may at its discretion interview an applicant or decline a membership application.
4.6 Life membership may be conferred on any person in recognition of extraordinary services rendered to the Clinic.
4.7 Life members are entitled to all rights and privileges of membership, without payment of a membership subscription.
4.8 A candidate for life membership shall be proposed and seconded by two members. Proposals shall be submitted in writing to the Secretary stating the name of the candidate and their qualification for life membership.
4.9 Life members shall be elected at a General Meeting by resolution of a two-thirds majority of members who vote.
4.10 The Secretary shall keep a membership register recording the names and contact details of all members, and, except for life members, details of payment of their membership subscriptions.
4.11 Members shall advise the Secretary of any changes to their contact details.
4.12 Annual membership subscriptions are payable not later than 28 February. For new members joining the Clinic after 28 February, the membership subscription is due on application.
4.13 A member who does not pay the annual subscription by 28 February may be sent a reminder that payment of their subscription is overdue. If the subscription is not paid by 31 March, the person shall cease to be a member of the Clinic and lose all membership rights until the subscription is paid in full.
4.14 A member may resign by giving notice in writing to the Secretary.
4.15 All members shall promote the purposes of the Clinic and do nothing to bring the Clinic into disrepute.
4.16 The Committee shall deal with any complaint submitted to it in writing about the conduct of a member. If the Committee considers that there is sufficient substance to the complaint, it shall give the member written notice of the complaint and invite the member to attend a meeting of the Committee to discuss the matter, or to provide a written response. The Committee may state what the member must do in order to remedy the situation, and take follow-up action accordingly.
4.17 The Committee may terminate a person’s membership if it considers that the member is in material breach of these Rules or that their conduct is inconsistent with the interests, purposes and welfare of the Clinic.
4.18 Anyone who ceases to be a member of the Clinic remains liable to pay any outstanding dues.

5.0 General Meetings

5.1 The Annual General Meeting of the Clinic shall be held not later than 15 December.
5.2 The business of an Annual General Meeting is to:

1. receive reports from the President and Treasurer, and financial statements of accounts for the preceding financial year
2. receive the auditor’s report if an auditor was appointed at the previous Annual General Meeting, and appoint an auditor for the ensuing year if a resolution to do so is passed by majority vote.
3. elect officers and members of the Management Committee
4. set annual membership subscriptions on the recommendation of the Committee
5. consider and vote on any motion of which written notice has been given to the Secretary not less than 21 days before the date of the meeting, and
6. consider any general business.

5.3 The Committee may call a Special General Meeting at any time and must call a Special General Meeting if the Secretary receives a written request, signed by at least ten members, stating the purpose of the meeting.
5.4 Written notice of a General Meeting shall be given to all members at least 14 days before the meeting is due to be held.
5.5 Twenty members constitute a quorum at a General Meeting. If a quorum is not present, the Chair shall adjourn the meeting to a date and time to be determined by those present. If at that meeting there is not a quorum of twenty members, then those members who are present shall constitute a quorum.
5.6 Voting at General Meetings shall be by voice, show of hands, or secret ballot, at the discretion of the Chair. Members unable to be present may vote in writing or by proxy. In the event of a tied vote the Chair shall have a second or casting vote.

6.0 Management Committee

6.1 The Clinic shall have a Management Committee (“Committee”) comprising the officers and at least two other members.
6.2 The officers of the Clinic are the President, Vice-President, Secretary and Treasurer.
6.3 Subject to the Rules, the role of the Committee is to:

1. carry out the purposes of the Clinic in accordance with the Rules
2. administer and manage the activities of the Clinic
3. manage the Clinic’s financial affairs
4. delegate responsibility and co-opt members where necessary
5. ensure that members follow the Rules
6. set dates, times and agendas for General Meetings
7. deal with complaints, disputes, and breaches of the Rules
8. make recommendations to the Annual General Meeting on membership subscriptions, fees and levies
9. decide on questions of interpretation of the Rules and any matters not covered in the Rules, or refer them to a General Meeting.

6.4 Officers and Committee members shall be elected for a one-year term at the Annual General Meeting.
6.5 If the positions of Secretary and/or Treasurer are not filled by a member at the Annual General Meeting, the Committee may appoint or employ a non-member, who is not a Committee member, to carry out the duties of the Secretary and/or Treasurer.
6.6 The Committee may co-opt members as members of the Committee.
6.7 If the position of an officer becomes vacant between Annual General Meetings, the Committee may appoint another Committee member to fill that vacancy until the next Annual General Meeting.
6.8 The Committee shall meet as often as needed for proper management of the Clinic’s affairs.
6.9 Four members constitute a quorum at meetings of the Committee.
6.10 Voting at Committee Meetings shall be by voice, show of hands, or secret ballot, at the discretion of the Chair. In the event of a tied vote, the President or designated Chair shall have a casting vote.
6.11 Members of the Committee and sub-committees may be paid honoraria as set and approved by resolution of a General Meeting.

7.0 Duties of Officers

7.1 The President is responsible for:

1. ensuring that the Rules are followed
2. overseeing and directing the operation and business of the Clinic
3. convening and chairing General Meetings and Committee meetings
4. reporting on the operations of the Clinic at the Annual General Meeting.

7.2 The Vice-President may deputise for the President as delegated or necessary.
7.3 The Secretary is responsible for:

1. recording the minutes of General and Committee meetings
2. keeping a register of members
3. receiving and replying to correspondence
4. providing members with written notice of General Meetings
5. providing Charities Services New Zealand with annual financial statements of the Clinic approved by members at an Annual General Meeting
6. notifying the Registrar of Incorporated Societies and Charities Services New Zealand of any changes to the Clinic, its registered office, officers and Rules as required by legislation.

7.4 The Treasurer is responsible for:

1. keeping proper accounting records of the Clinic’s financial transactions, to allow the Clinic’s financial position to be readily ascertained
2. preparing budgets and providing financial information to the Committee
3. maintaining bank accounts and authorities for those accounts as required by the bank and approved by the Committee
4. submitting summaries of accounts to the Committee for approval of payment
5. ensuring that cash and cheques received by the Clinic are banked promptly
6. providing the Auditor with information about the Clinic’s accounts as required
7. preparing annual financial statements for the Annual General Meeting
8. reporting on the finances of the Clinic to the Annual General Meeting.

8.0 Finances

8.1 The Clinic’s financial year begins on 1 October and ends on 30 September.
8.2 The Clinic’s financial and other assets may be used only for the purposes of the Clinic, and shall not be used for the private benefit or profit of any member. No member of the Clinic shall derive any personal pecuniary gain from membership of the Clinic.
8.3 All expenditure shall be approved by the Committee or by majority vote at a General Meeting. All accounts paid or for payment shall be submitted to the Committee for approval of payment.
8.4 The Clinic’s funds may be invested in any investment in which a trustee might invest or as the Clinic may determine by resolution passed at a General Meeting.
8.5 Donations may be made to other clubs and organizations in accordance with resolutions passed at a General Meeting.
8.6 All monies received by the Clinic shall be paid into a bank account established in the name of the Clinic. Any bank account operated by the Clinic shall have at least two registered signatories who may authorize payments from the account.
8.7 The Clinic’s accounts for any financial year shall be audited if a resolution to appoint an auditor is passed by majority vote at the Annual General Meeting held during that financial year.

9.0 Common Seal

9.1 The Secretary shall have custody of the Clinic’s common seal, which shall be used only by the authority of the Committee.  Documents to which the common seal is affixed shall be signed by the President and countersigned by the Secretary or a member of the Committee.

10.0 Alteration of the Rules

10.1 The Rules of the Clinic may be amended or replaced at a General Meeting by a resolution passed by a two-thirds majority of members present and voting.
10.2 The Secretary shall give all members written notice of motion at least 14 days before the General Meeting at which any Rule change is to be considered.

11.0 Winding-up provisions

11.1 The Clinic shall be wound up if:

1. a resolution for the dissolution of the Clinic is passed by a majority of members who are present or represented by proxy at a General Meeting, and
2. the resolution is confirmed at a subsequent General Meeting held at least thirty days after the date on which the resolution was passed.

11.2 An administrator (“Administrator”) shall be appointed to wind up the affairs of the Clinic.
11.3 On discharge of the Clinic’s debts, the Administrator shall realise the assets of the Clinic and transfer the proceeds to Athletics Wellington or to such clubs or organisations with charitable purposes as the General Meeting may nominate. Upon the completion of such transfer the Clinic shall be dissolved.