Chapter Constitution
THE CONSTITUTION OF THE
NEW ZEALAND
CHAPTER OF THE ROAD ENGINEERING ASSOCIATION OF ASIA AND
AUSTRALASIA
Article I
NAME
1
The name of the Association Chapter (hereinafter referred to as “the Chapter”) shall
be known as The New Zealand Chapter of the ROAD ENGINEERING ASSOCIATIONO F ASIA
AND AUSTRALASIA INCORPORATED.
Article II
REGISTERED OFFICE AND PLACE OF MEETING
1
The registered office and place of meeting of the Chapter for the time being and
the Permanent Secretariat for the time being, shall be the office of Transit New
Zealand
, Investment House II,
20-26 Balance Street, Wellington
.
2
The Committee of the Chapter (hereinafter referred to as “the Committee”) shall
have the right, at its discretion, to transfer the registered office or place of
meeting or Permanent Secretariat provided such transfer does not occur at a greater
frequency than once every two years.
3
Notification of any transfer of registered office or Permanent Secretariat shall
be given to the Registrar of Incorporated Societies within a period of fourteen
(14) days of the date of the decision of the Committee to effect such transfer.
Article III
OBJECTS
1
The objects of the Chapter shall be those
of the parent body of the Road Engineering Association of Asia and
Australasia
as follows:
(a)
To promote and advance the science
and practice of road engineering and related professions.
(b)
To encourage communication between
persons charged with the technical responsibility for the planning, design, construction
and maintenance of roads and allied structures.
(c)
To obtain and diffuse among the members,
information on road engineering and related matters and to print, sell, publish,
issue and circulate the records of transactions of the Chapter or any papers, periodicals,
books, circulars and other literary undertakings or any extracts therefrom as may
seem conducive to any of these objects.
(d)
To educate and seek to improve, extend
and elevate the technical and general knowledge of members and persons concerned
with road engineering.
(e)
To serve as a focal point for exchange
of ideas related to road engineering.
(f)
To conduct, encourage and collate
research in road engineering.
(g)
To establish, form and maintain an
index of available or existing literature and articles of interest in connection
with road engineering.
(h)
To co-operate, as may seem conducive to any
of these objects, with national and international organisations and to support and
supplement their work.
Article IV
FINANCIAL YEAR
1
The financial year of the Chapter shall
be from 1st January to 31st
December.
Article V
MEMBERSHIP
1
Membership of the Chapter shall be open to persons or organisations whose duties
or activities are such as to cause them to be interested in the science and practice
of road transportation engineering and related professions.
2
Membership of the Chapter incorporates compulsory membership of the parent body
of the Road Engineering Association of Asia and
Australasia
.
3
Membership of the chapter shall be of six grades as amended from the classifications
contained in the constitution of the REAAA, New Zealand Chapter.
4
Honorary membership of the parent body REAAA shall automatically entitle honorary
membership of the Chapter provided the honorary member is resident in
New Zealand
.
Article VI
MEMBERSHIP QUALIFICATIONS
1
The requirements for admission shall be:
(a)
Honorary Membership
A person
of outstanding eminence and long experience in the science and practice of some
phase of road engineering and who has contributed outstanding services to the Chapter
may be elected to honorary membership by the recommendation of the Committee and
the approval by members carrying a simple majority vote by secret ballot.
(b)
Ordinary Membership
A person
who is professionally qualified and who is actively involved in the science and
practice of road engineering.
(c)
Institutional Members
hip
A professional institution, association, firm,
company, organisation or other similar body whose activities include the science
and practice of road engineering or are concerned with road engineering.
(d)
Affiliate Membership
An institution,
association or organisation whose main objectives are similar to those of the Chapter
and who are willing to reciprocate a similar class of membership with the Chapter.
(e)
Associate
Membership
A person
who is keenly interested in the science and practice of road engineering but is
not eligible for election to other classes of membership.
(f)
Corporate Members
hip
A professional institution, association, firm,
company, organisation, or other similar body with a small number of road engineering
practitioners, whose activities include the science and practice of road engineering
or are concerned with road engineering.
Article VII
ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS
1
The entrance fees and annual subscriptions shall be as listed in Schedule A of the
Constitution.
Honorary and affiliate
members shall not be required to pay entrance fees or annual subscriptions.
2
The entrance fees and annual subscriptions
in Schedule A may be amended from time to time at an Annual General Meeting of the
Chapter or by postal vote of the members of the Chapter for the time being.
3
Subscriptions shall be due and payable
on the 1st day of January of each year.
In the case of a new member,
the entrance fee will be waived, however the annual subscription shall be payable
as soon as the member has been advised of his/her election as a member and thereafter
on the 1st day of each and every
calendar year.
4
A member elected after the 1st
day of July in any year shall pay one-half
the subscriptions for that year and thereafter at the full subscription rate on
the 1st day of January of each and every
calendar year. This reduced subscription rate shall not apply prior to the Inaugural Meeting
of the Chapter.
5
No candidate who has been elected a member shall be entitled to the privileges of
membership until payment of the entrance fee and the first annual subscription has
been made.
If such entrance fee and
subscription are not paid within sixty (60) days after the Secretary has advised
the candidate of election as a member, such election shall be void and of no effect
whatsoever.
6
A member failing to pay subscriptions and/or fulfil his/her financial obligations
of any kind whatsoever towards the Chapter for a period of twelve (12) months after
they fall due, shall automatically have any rights and privileges temporarily suspended
provided that prior written notice by the Secretary has been given to the member
at the member’s last known address.
If after ninety (90) days, the subscription and/or financial obligations remain
unpaid, the said member, may at the discretion of the Committee, be deleted/terminated
from the roll of membership.
7
The Committee shall be further empowered to take any action as in its absolute discretion
it deems necessary relating to the payment of subscriptions, entrance fees and all
other fees/monies due/owing to the Association.
Article VIII
RIGHTS
AND PRVILEGES
1
Each ordinary, institutional, corporate and associate member shall be entitled to
one vote on each matter submitted to membership vote.
2
Institutional members shall have the right
to nominate a maximum of ten representatives to participate in the activities of
the Chapter.
3
Each institutional member shall nominate
one of its representatives to exercise its one vote on each matter submitted to
membership vote.
4
Election to the offices of the Chapter shall be the privilege of the ordinary, associate,
corporate and institutional members only.
5
Honorary and affiliate members shall be entitled to all rights and privileges of
members of the Chapter except the right to vote and hold office in the Chapter.
6
Corporate Members
shall have the right to nominate a maximum of five representatives to participate
in the activities of the chapter.
7
Each Corporate Member shall nominate one
of its representatives to exercise its one vote on each matter submitted to membership
vote.
Article IX
VOTE
1
Votes at the Inaugural Meeting and any Annual General Meeting will normally be by
a show of hand except in the case of election of officers or honorary membership,
which shall be by secret ballot.
2
Votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer.
3
A member may appoint another member as the member’s proxy to represent the member
at any Annual General Meeting or adjourned general meeting and the proxy shall have
all the rights of the member for whom such member is representing and to vote thereat
for such member and for the member for whom the proxy is appointed.
4
The proxy form shall be addressed to the Secretary and shall be deposited at the
registered office of the Chapter not less than fourteen (14) days before the time
of holding the meeting at which the person named in the proxy proposes to attend
and vote.
Any proxy form received within fourteen (14) days of the meeting shall be
void and of no effect whatsoever.
5
No member shall be entitled to attend, speak or vote either in person or by proxy
at any Annual General Meeting unless all monies (whether subscriptions or otherwise)
then due by the member to the Chapter have been paid.
6
The instrument appointing a proxy shall be in the following form, or in such other
form as the Committee may from time to time approve.
THE
NEW ZEALAND
CHAPTER OF THE ROAD ENGINEERING ASSOCIATION OF ASIA AND
AUSTRALASIA
I, …………………………………………………………………………….
of …………………………………………………………………………….
being a member of The New Zealand Chapter
of the Road Engineering Association of Asia and
Australasia
hereby appoint ……………………….
……………………………………………………………………….………
of ……………………………………………………………………….……
as my proxy to vote for me and on my behalf at the Annual General Meeting
(or Extraordinary Meeting) of the Chapter to be held on the ………………
day of …………………. 2…… and at any adjournment thereof.
As witness my hand this ………… day of ………………….
2……
Signature of Member ……………………………………………………….
Article X
APPLICATIONS FOR MEMBERSHIP
1
Applications for membership of the Chapter except for membership under Article VI
Clause 1(a) of the constitution shall be submitted on the prescribed membership
application form as approved by the Committee from time to time. All details required shall be completed in full and submitted to the Secretary
who shall cause the application to be placed before the Committee for consideration
and approval of membership. Applications received prior to the Inaugural
Meeting shall be placed before the Steering Committee responsible for establishing
the Chapter for consideration and approval of membership.
Article XI
RESIGNATION
1
A member may at any time by giving notice in writing to the Secretary resign from
the Chapter but such member shall continue to be liable to pay to the Chapter all
outstanding dues up to the end of the year in which the resignation is submitted.
Article XII
EXPULSION
1
If in a written and signed communication addressed to the Committee, any member
of the Chapter shall be charged with or accused of conduct detrimental to the objects
or interest of the Chapter, or that the member has violated the constitution and/or
bylaws of the Chapter, the Committee has consider such complaint, accusation or
charge.
If the Committee after due
consideration, considers that the charges are serious enough to warrant expulsion,
the member against whom the charges have been made shall be advised of the charges
by letter and given the right to reply to the charges within twenty-eight (28) days,
be of the opinion that the interests of the Chapter so require, may by letter, invite
such member to resign from the Chapter within a time specified in such letter. If the member refuses to resign within
the time specified, the Committee shall have the power to expel such member forthwith
and take all appropriate steps as the Committee deems necessary to effect the expulsion.
2
If such member refuses and/or fails to resign, the question of the member’s expulsion
shall be submitted to a special meeting of the Committee to be held within twenty-eight
(28) days after the date specified in the letter as the date before which the member
shall have been invited to resign.
Article XIII
MANAGEMENT
1
The management of the Chapter shall be vested in the Committee comprising the following:
Chairperson
Two Vice Chairpersons (to be elected from Committee members, one from the North
Island and one from the South Island of New Zealand)
Secretary (non voting unless a member)
Treasurer (non voting unless a member)
Committee members numbering no less than a minimum of eight
(8) of whom at least three (3) shall be from the North Island and at least three
(3) shall be from the South Island of New Zealand.
2
The Chairperson, Secretary, Treasurer
and no less than a minimum of eight (8) Committee members shall be elected by a
postal ballot of members of the Chapter of the Chapter and shall take office at
the conclusion of the next following Annual General Meeting except that officers
elected at the Inaugural Meeting shall be elected by those financial members present
at such meeting. The two vice chairpersons shall be elected initially by Committee members
from within the Committee at the next Committee meeting following the Inaugural
Meeting and thereafter following the Annual General Meeting.
3
The Committee may co-opt special Committee members for specific purposes and for
varying durations during its term of office.
4
The Committee may from time to time appoint special committees or sub-committees.
The special committees or sub-committees
will comprise of members nominated by the Committee.
5
The common seal of the Chapter shall remain at all times in the custody of the Secretary
for the time being.
The seal should
be used to authorise documentation from time to time as will be approved by the
Committee.
6
The financial control of the Chapter’s affairs shall the responsibility of the Treasurer
for the time being as Article XIV (4) and (5). The Chapter shall establish a bank account at a trading bank approved by
the Committee.
Payments to the Chapter
may be received by the Secretary or the Treasurer but all lodgements to the bank
account shall be made by the Secretary or the Treasurer for the time being. Payments by the Chapter for accounts
due and payable shall be made by cheque which shall be signed by the Treasurer and
one of two (2) Committee members to be appointed as signatories at the next Committee
meeting initially following the Inaugural Meeting and thereafter following the Annual
General Meeting.
7
Investment of surplus funds of the Chapter may only be made on advice of the Treasurer
and approval of the Chairperson and then may only be invested in “on call” trading
bank investment accounts.
8
No member of the Chapter or any person associated with a member shall participate
in or materially influence any decision made by the Committee in respect of the
payment to or on behalf of that member or associated person of any income, benefit
or advantage whatsoever.
Any such income paid shall be reasonable and relative to that which would
be paid in arms length transaction (being the open market value).
Article XIV
OFFICIALS
1
The officers of the Chapter shall comprise
Committee members only.
2
The Chairperson or in the Chairperson’s absence, either of the Vice Chairpersons,
as decided by the members present at the meeting, shall preside over all general
meetings of the Chapter, or of the Committee. In the absence of the Chairperson and Vice Chairpersons, a temporary presiding
officer shall be elected from among the members present.
3
The Chairperson shall be a member ex-officio of all committees.
4
The Secretary shall, interalia:
(a)
Keep a complete record of all proceedings
and correspondence of the Chapter and of the Committee.
(b)
Send notices of meetings by mail to
members of the Chapter or of the Committee as may be required.
(c)
Keep a roll of the members of the
Chapter.
(d)
Perform all other duties usually appertaining
to the office of Secretary.
(e)
Perform all duties usually assigned
to the office of Treasurer, in the event that a Treasurer is not elected.
(f)
Make payments for bills properly
approved by the Committee.
5
The Treasurer shall be responsible for the finances of the Chapter. The Treasurer shall keep the accounts of all of the Chapter’s financial transactions
and shall be responsible for their correctness.
Article XV
TENURE OF OFFICE, NOMINATION AND ELECTION OF OFFICERS
1
The tenure of office of the officers of the Committee members shall be a period
of not less than two (2) years and not more than six (6) years (falling within the
Chapter’s financial year in terms of Article IV herein), beginning immediately after
their election at the Inaugural Meeting and thereafter at any Annual General Meeting,
except that the positions of Secretary and Treasurer, when filled by persons who
are not members, have no finite term so long as they continue to be re-elected.
2
The Committee shall not later than forty-two (42) days prior to a scheduled Annual
General Meeting invite nominations for Chairperson, Secretary, Treasurer and ordinary
Committee members where such office(s) is/are vacant or the officer holder has or
will have completed the minimum two (2) year term in the current financial year.
Each nomination shall be made on the
prescribed nomination form, which must show the written consent of the member nominated
and must be sponsored by not less than two (2) members. The retiring Committee may nominate one or more candidate(s) for any office
for the purpose of the ballot where such office(s) is/are vacant or the office holder
has or will have completed the minimum two (2) year term in the current financial
year.
The names of any of the officer(s)
of the Committee who remain in office having served less than two (2) years in that
position in terms of Article XV Clause 1 herein, together with the names of any
of the candidates nominated by the Committee for the remaining office(s) shall be
clearly printed on the nomination form distributed to members.
3
At the Inaugural Meeting of the Chapter,
nominations for the positions of Chairperson, Secretary, Treasurer and Committee
members will be invited from those financial members present at such meeting.
4
Where insufficient nominations have been received from members by the due date,
the incoming Committee may at its discretion elect any qualified eligible member
to fill any vacancy.
Any nomination received after the due date shall be void and of no effect
whatsoever.
5
The Chairperson, Vice Chairpersons, and ordinary Committee members shall fore with
retire at the conclusion of their term of office as Article XV Clause 1.
6
The Committee shall not less than twenty-one (21) days before the Annual General
Meeting send by post to all members entitled to vote, a ballot paper on which appears
the names of all of the candidates nominated for each office that is vacant or is
eligible for re-election.
The voting
ballot paper shall be returned to the Secretary in a sealed envelope so as to reach
the Secretary not less than seven (7) days before the Annual General Meeting. In the case where only one nomination
is received for a particular office on the Committee, the candidate nominated shall
be deemed to be elected unopposed and agreed to by all the members unanimously and
a ballot will not be necessary.
Any voting ballot paper received within seven (7) days of the Annual General Meeting
shall be void and of no effect whatsoever.
The Committee shall
appoint three (3) or more scrutineers from among the members who are not candidates
for the election for the purpose of scrutinising the ballot.
The scrutineers shall certify and report the results of the ballot to the
Annual General Meeting.
At the Inaugural Meeting
three (3) or more scrutineers from among those present at the meeting who are not
candidates for the election shall be appointed for the purpose of scrutinising the
ballot. The scrutineers shall certify
and report the results of the ballot to the Inaugural Meeting.
7
In the event that any office of the Committee becomes vacant during a Committee
term, the Committee at its sole discretion may appoint any qualified/eligible member
of the Chapter to fill the vacancy until the next Annual General Meeting.
Article XVI
MEETINGS OF THE CHAPTER
1
The Annual General Meeting of the Chapter for the tallying of ballots for the election
of officers and the transaction of the general business of the Chapter shall be
held at such time as the Committee shall deem advisable in accordance with Article
XV Clause 1.
The Secretary shall notify
each member in writing of the time and place at least twenty-eight (28) days in
advance of the meeting.
The Annual
General Meeting shall be held no later than 30th April in any one year subject to the discretion of the Committee who may delay the AGM
by up to 3 months if the meeting is attached to a national conference.
2
The Inaugural Meeting of the Chapter will be held at a time and place to be advised,
not later than
Friday, 6 September 1996
. All financial members of the Chapter
shall be advised in writing of the date and location of the Inaugural Meeting twenty-eight
(28) days prior to such meeting by the Acting Secretary of the Steering Committee
responsible for establishing the Chapter.
Financial members who join
the Chapter less than twenty-eight (28) days prior to the date of the Inaugural
Meeting shall be advised of the date and location of the Inaugural Meeting by the
Acting Secretary of the Steering Committee at the time of invoicing of the annual
subscription and entrance fee.
3
Extraordinary General Meetings of the Chapter may be called at any time upon written
request of a majority of the Committee or upon the written request of not less than
ten (10) percent of the members of the Chapter.
4
The Secretary shall in writing give to
the members of the Chapter at least twenty-eight (28) days notice of any Extraordinary
General Meeting. Such notice shall be sent to every member at his/her last known address
and shall state the time and place where it will be held and the objects/business
that will be brought before it. No
business/matters shall be brought forward at any such meeting unless the requisite
notice of same shall have been duly given as herein provided.
5
Fifteen members (including nominated members from institutional and corporate members)
present shall constitute a quorum at meetings of the Chapter.
Article XVII
MEETINGS
OF THE COMMITTEE
1
A meeting of the Committee shall be held immediately following the Inaugural Meeting
and thereafter following the Annual General Meeting of the Chapter and as often
thereafter as the Committee may see fit and so order.
2
For the purpose of a Committee meeting, five (5) eligible voting Committee members
shall form a quorum.
3
If less than 50% of the Committee members are present at the meeting, then the approval
of the resolutions proposed or discussed thereat shall not be valid unless notice
is sent by post to every Committee member and approved within the time specified
in the notice by not less than 50% of the Committee members.
4
If five (5) or more Committee members in writing suggest/propose certain resolutions,
the Secretary shall prepare and send to all Committee members of their last known
place of address the proposed resolutions by way of circular. The resolution shall be approved if within the time stipulated in the circular
it is approved by not less than 50% of the Committee members.
5
A failure on the part of any Committee member to give a reply in respect of the
proposed resolutions in Clause 3 or Clause 4 of Article XVII herein within the time
specified in the letter/notice/circular shall be deemed an approval on the part
of that Committee member.
Article XVIII
AUDITORS
1
The accounts of the Chapter shall be audited by the Auditor/Auditors appointed at
the Annual General Meeting and the Auditor/Auditors shall prepare a report or certificate
for the subsequent Annual General Meeting.
Article XIX
AMENDMENTS
1
This constitution may be wholly or in part replaced, repealed, substituted, added
to or otherwise amended at any Annual General Meeting or at an Extraordinary General
Meeting of members specially convened for such purpose.
2
Any proposal under this article shall be given in writing and shall be deemed to
be a proposal for an extraordinary resolution at any Annual General Meeting or an
Extraordinary General Meeting of members.
Proposals shall be decided at any Annual General or Extraordinary General Meeting
by a simple majority vote.
The express
notice of such proposal shall be given by the Secretary to all members at least
twenty-eight (28) days before the aforementioned meeting.
3
No such proposal shall be deemed to have been passed unless it is carried by a majority
of at least two-thirds (2/3) of the votes cast with the exception of proposals in
respect of Schedule A of this constitution, which shall be subjected to a simple
majority of the votes cast.
Any approved
proposal shall take effect from the date on which the Registrar of Incorporated
Societies accepts and registers the amendment.
4
The Inland Revenue Department shall be informed of any proposal under this article
that affects Article III, the objects of the Chapter, Clause 8 of Article XIII,
the personal benefit clause or Clause 3 of Article XX, the winding up clause.
Article XX
DISSOLUTION
1
The Chapter may be wound up in terms of the Incorporated Societies Act 1908.
2
The proposal to dissolve the Chapter shall be deemed to have been passed if carried
by a majority of members entitled to vote at the Extraordinary General Meeting including
votes by proxy.
3
In the event of the Chapter being dissolved, all liabilities legally due by the
Chapter shall be fully discharged, and any surplus fund thereon remaining shall
be distributed to the benevolent fund of the Institution of Professional Engineers
New Zealand.
SCHEDULE A
MEMBERSHIP FEES
1
Entrance Fees
Ordinary and Associate Members
RM 42.00 (NZ$25.50)
Corporate Members
RM 500.00 (NZ$303.00)
Institutional Members
RM 1,000 (NZ$606.00)
Note:
At the Annual General Meeting held on
24 March 2000
it was moved and approved that no entrance fees be charged for new members. It was also noted that entrance fess will still be payable to the REAAA Parent
Body by the
New Zealand
Chapter.
2
Annual Subscriptions (Association and Chapter inclusive) plus GST
Ordinary and Associate Members
NZ$55.00
Corporate Members
NZ$525.00
Institutional Members
NZ$1050.00
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