WCOBA Constitution @ May, 2022

CONSTITUTION OF WELLINGTON COLLEGE OLD BOYS ASSOCIATION

Certified True copy of the Constitution Adopted by the Members by AGM dated 25 May 2022

Ted Thomas President

CONSTITUTION OF WELLINGTON COLLEGE OLD BOYS ASSOCIATION (INCORPORATED) 1.

NAME The name of the Association shall be: Wellington College Old Boys Association (Incorporated) (‘WCOBA’)

2.

REGISTERED OFFICE The registered office of WCOBA shall be Wellington College, Dufferin Street, Wellington, or at such other place within the City of Wellington as the Executive Committee of WCOBA shall from time to time decide.

3.

OBJECTS WCOBA is instituted for: a)

the promotion and advancement of education at Wellington College and in the broader community; and

b)

fostering Old Boys to keep an active interest in the welfare of Wellington College; and

c)

providing WCOBA members with a membership programme to enable WCOBA to meet its objectives.

4. MEMBERSHIP 4.1

Classes of & Applications for Membership:

Members of the WCOBA shall enjoy one of the following classes of membership: I.

Honorary Life Members;

II.

Life Members;

III.

General Members;

IV.

Associate Members.

Each candidate for admission to membership of the WCOBA shall apply in writing to the Secretary of WCOBA or via any such electronic registration systems the WCOBA Executive Committee deems appropriate. All former students of Wellington College shall be deemed to be members of WCOBA unless they seek Cessation of Membership as provided under Clause 4.2 b).

I. Honorary Life Membership: Honorary Life Membership shall be conferred by the Executive Committee to whom WCOBA desires to show appreciation for services to Wellington College or WCOBA or to the community at large. Any such Honorary Life Memberships are to be ratified at the next available Annual General Meeting or Special General Meeting.

Honorary Life Members shall be entitled to all the privileges of membership, excluding election to the Executive Committee, without being called upon for any subscription.

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Honorary Life Members may be co-opted on to the Executive Committee.

II. Life Membership: Life Membership shall be conferred on all former students of Wellington College who left prior to 1 January 2020 and who are registered with WCOBA as having paid Life Membership fees. Such members shall not be required to pay any membership fees.

Former students who left/leave Wellington College after 1 January 2020 and apply for Life Membership shall pay a Life Membership fee decided by the Executive Committee from time to time. Upon payment of the Life Membership fee, such members shall not be required to pay other membership fees.

III. General Membership: General Membership shall be available to all former students of Wellington College.

Former students of Wellington College who apply for General Membership shall pay an annual General Membership subscription decided by the Executive Committee from time to time.

IV. Associate Membership: The following persons shall be Associate Members of WCOBA: a)

all former students of Wellington College who are not paid up Life or General Members of WCOBA; or

b)

all former staff of Wellington College; or

c)

all present staff who have served employment of not less than three years' full-time equivalent as such; or

d)

any other person on whom the Executive Committee deem Associate Membership should be conferred.

Associate Members shall not be entitled to vote at General Meetings of WCOBA. Associate Members may be elected or co-opted on to the Executive Committee.

4.2

Cessation of Membership:

A member shall cease to be a member of WCOBA: a)

on their death; or

b)

on receipt by the Executive Committee of their resignation in writing; or

c)

on the passing of a resolution of a meeting of the Executive Committee to that effect by a majority of not less than three-fourths of the members present at such meeting, provided that every member of the Executive Committee shall have had at least seven days' notice in writing of such meeting and of the matters proposed to be considered in respect of the membership of the member. The member concerned shall be given similar notice and shall be entitled to appear before and to be heard by the Executive Committee before any proposal shall be put to the Executive Committee meeting.

A member may be reinstated by the Executive Committee on such terms as it may decide.

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4.

PRIVACY OF PERSONAL INFORMATION Pursuant to the Privacy Act 1993, membership of WCOBA is conditional on each member irrevocably consenting to personal information in the form of his/her name, residential address, office held, telephone number, email or any other such communication contact details being recorded & used for official WCOBA purposes. This does not include use or distribution of said information to third parties without the express permission of the member(s).

5.

PATRON The Patron of WCOBA shall be the incumbent Headmaster of Wellington College.

6.

EXECUTIVE COMMITTEE There shall be an Executive Committee of WCOBA which shall consist of the Patron and a total of not less than seven members of WCOBA comprising: a)

the President;

b)

the Immediate Past-President (unless this person is deceased, incapacitated or has otherwise been removed from office);

c)

not less than five other members or six other members if there is no Immediate Past President.

The President shall be appointed by the Executive Committee. WCOBA recognises the desirability of the President being resident in the greater Wellington Region and the Executive Committee will use its reasonable endeavours to ensure that this is the case.

No member shall serve on the Executive Committee for more than ten consecutive years and the President shall not hold office as such for more than two consecutive years unless the member of the Executive Committee or the President (as the case may be) is appointed for a further one year term by a vote of 75% or more of members present at an Annual General Meeting or Special General Meeting of WCOBA. For the avoidance of doubt, there is no limit to the number of further one-year terms that a member of the Executive Committee or the President may be appointed to provided that they are appointed to such a term by a vote of 75% or more of members present at an Annual General Meeting or Special General Meeting of WCOBA. WCOBA recognises the desirability of having members serve on the Executive Committee who are under the age of 30 years and the Executive Committee will in turn use its reasonable endeavours to encourage members who are under the age of 30 years to make themselves candidates for election to the Executive Committee.

It is recognised that two related incorporated societies (Wellington Collegians Cricket Club Inc and Wellington College Old Boys and Victoria University of Wellington Rugby Football Club Inc) have Wellington College Old Boys relationships and each shall be invited to present a suitable candidate, being an Old Boy of Wellington College, for Executive Committee election consideration if they should wish. This does not in itself imply certainty of election for the candidate(s).

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7.

APPOINTMENT OF MEMBERS All members of the Executive Committee shall be proposed, seconded and elected at each Annual General Meeting of WCOBA and shall continue in office until their successors are elected at the following Annual General Meeting.

The members of WCOBA present at an Annual General Meeting may limit the total number of members of the Executive Committee, above the minimum number referred to in Rule 7, to be appointed at that Annual General Meeting. If the names proposed and seconded are in excess of the maximum number required, a ballot shall be taken.

In the event of the death of a member of the Executive Committee or for any other reason a member is unable or unwilling to serve a full term of office, the Executive Committee shall have the power to fill the vacant position until the next Annual General Meeting.

All members of the Executive Committee shall conduct business of WCOBA in a manner befitting the Code of Conduct of Executive Members as set out in Schedule I.

8.

QUORUM Four members shall be a quorum for any meeting of the Executive Committee.

A member of the Executive Committee shall be deemed to be present at the meeting if he is connected by conference telephone link or any other suitable connection method to the meeting.

9.

MEETINGS The President and the Secretary of WCOBA may, at the request of any two members of the Executive Committee, at any time call a meeting of the Executive Committee.

The President shall preside as Chairman at every meeting of the Executive Committee or, if they are absent or unwilling to act, the members of the Committee present shall elect one of their number to be Chairman. In all other respects the Executive Committee shall have power to regulate and order all proceedings at its meetings in such manner as it deems fit.

10. POWERS The Executive Committee shall have control of the funds of WCOBA the management of its affairs and shall have power to do all such things to carry out the objectives of WCOBA. Without in any way restricting such powers the Executive Committee shall have full power to: a) borrow money for the purposes of WCOBA on such terms as the Executive Committee deems fit and with or without giving security for the payment of the same and interest thereon; b)

purchase, take on lease or otherwise acquire any real or personal property and any rights or privileges either necessary or convenient for the purposes of WCOBA and to erect, maintain, improve or alter any building, premises and works as may be required;

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c)

borrow on mortgage of any of the real or personal property of WCOBA or other obligation or securities of WCOBA;

d)

invest, divest and deal with the funds of WCOBA upon such securities and in such manner as the Executive Committee deems fit;

e)

sell, lease, exchange or otherwise deal with all or any of the real or personal property of WCOBA;

f)

manage and administer the trusts known as the Centennial Trust, the Firth Trust, the Perpetual Trust, the Clunie Bishop Trust and the W H Denton Trust and any other trusts that the Executive Committee considers will promote the objects of WCOBA. The Executive Committee may rationalise the management of these and other trusts & funds under their control to provide centralisation and improved management as long as this does not detract from the stated purpose and objects of any individual trust or fund.

g)

Create, modify or remove any such branding requirements such as logo’s, marketing names and slogans, fonts, design or other such material including communication & publication names in order to meet the marketing requirements of WCOBA. This clause does not enable the Executive Committee to change the legal and/or legally registered full name, formal abbreviations or copyrighted formal logos of the organisation without full recourse to the membership as a whole as set out in the Clauses contained herein pertaining to Annual General Meetings and Special Meetings.

11. THE SECRETARY The Executive Committee shall appoint, a Secretary who shall conduct the affairs of WCOBA and its correspondence. The Secretary shall keep the minutes of all Executive Committee and General Meetings and keep and maintain a register of all members and their appropriate contact details .The Secretary shall notify the membership of all General Meetings using appropriate communication systems and shall carry out such other duties as directed by the Executive Committee from time to time.

12. COMMON SEAL WCOBA shall have a Common Seal which shall be kept in the custody of the Secretary and shall only be affixed to documents at a meeting of the Executive Committee or in pursuance of a Resolution of the Executive Committee. The affixing of the same shall always be attested by at least two members of the Executive Committee and all use of the Common Seal shall be recorded in the WCOBA Common Seal Register. Each use of the Common Seal to be approved by the Executive Committee prior to use or its use ratified at the next available Executive Committee Meeting if four members of the Executive Committee agree to its use.

13. THE TREASURER The Treasurer shall be a member of and appointed by, the Executive Committee. All moneys payable to WCOBA shall be paid to the Treasurer whose receipt shall be a sufficient discharge. The Treasurer shall submit to each Annual General Meeting a statement of the assets and liabilities of WCOBA as at 31 December last proceeding, together with an account of the revenue and expenditure for the 12 months preceding such date. The Treasurer shall carry out such other duties as directed by the Executive Committee from time to time.

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14. ACCOUNTS REVIEWER At the Annual General Meeting in each year, a Chartered Accountant or a Chartered Accountancy firm, “the Accounts Reviewer” (or any such person/organisation deemed by the AGM qualified to undertake the intended review) shall be appointed for that year to review the accounts of WCOBA, assist in preparing and filing the accounts (if required) and certify his, her, or its satisfaction that the accounts are in order following that review. In the event that the Accounts Reviewer shall retire from that role for whatever reason during that year, the Executive shall have the power to replace the Accounts Reviewer.

The Accounts Reviewer shall have access to all information as deemed necessary for the proper performance of the review of WCOBA accounts.

The accounts shall be reviewed in advance of being presented to members for adoption at the Annual General Meeting.

15. BANK ACCOUNTS WCOBA shall hold all funds in WCOBA’s name and its bank accounts shall be operated on the signatures of at least three persons being the Secretary, Treasurer & other Executive member(s) as appointed by the Executive Committee. Signatories have the authority to utilise whatever banking systems are available and suitable, be it electronic or document, in order to conduct the financial affairs of WCOBA. 16. GENERAL MEETINGS 17.1 Power to Call: The Annual General Meeting of WCOBA shall be held at such time and place, within six months of the end of the month of December, as the Executive Committee shall decide from time to time.

A Special General Meeting may be called at any time by a majority of the Executive Committee present at an Executive Committee meeting and shall be called by the Secretary on receipt of a requisition signed by not less than 30 members of WCOBA. In either case such meeting shall be held within 21 days after being called.

17.2 Period of Notice and Quorum: Not less than seven clear days' notice specifying the venue, date and time of the General Meeting and the purpose for which the General Meeting is to be held, shall be given in the manner provided in Rule 17.3 - Form of Notice. At all General Meetings the members entitled to vote shall be a quorum.

17.3 Form of Notice: Every notice required to be given to a member under these rules may be given by advertisement in a daily newspaper published in Wellington or by sending such notice through the ordinary course of post addressed to the last known place of abode of the member. or via electronic systems to a contact address as nominated by each member through the member registration process.

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17.4 Chair: The President of the Executive Committee shall preside as Chair at every General Meeting or, if they are absent or unwilling to act, the members present shall elect one of their number to be Chair.

17.5 Mode of Voting: Except as required by Rule 8 the mode of voting at all General Meetings shall be open except that the Chair of the Meeting may order a ballot to be taken on any motion submitted to the Meeting.

17. DISPOSITION OF PROPERTY 18.1 Application and Winding Up: The funds and property of WCOBA shall be applied solely in promotion of the objects set out in this Constitution.

No part of the funds or property of WCOBA shall be paid directly or indirectly to any member of WCOBA provided that nothing herein contained shall prevent reasonable payments to members for services rendered as agreed by the Executive Committee.

WCOBA shall not be wound up unless decided by a majority of the total membership of WCOBA having the right to vote on the proposal. Upon winding up all the property of WCOBA; a)

shall be transferred to the Wellington College Foundation in the first instance, or

b)

in the event that the Foundation declines to accept, shall be transferred to the Wellington College Board of Trustees for the general purposes of Wellington College, or

c)

in the event, that the Board declines to accept the property or no longer exists shall be applied to such other charitable purposes within New Zealand as shall be decided by a Special General Meeting of WCOBA.

18. ALTERATIONS TO CONSTITUTION Any of the Clauses in the Constitution may be altered, added to or deleted by the consent of a majority of the members of WCOBA present at an Annual General Meeting and having the right to vote on the proposal (details of which proposed alterations, additions or deletions shall have been included in the notice of the Meeting) or at a Special General Meeting called for the purpose provided that no Clause shall be altered, added to or deleted if it nullifies the charitable status or the objects of WCOBA. 19. BY-LAWS The Executive Committee shall have the power to make and amend from time to time ByLaws for regulating and carrying out the affairs of WCOBA. 20. INTERPRETATION OF CLAUSES AND BY-LAWS The decision of the Executive Committee on the interpretation of these Clauses or any ByLaws, or on any matter not contained in the Clauses or the By-Laws but pertaining to the affairs of WCOBA its property or interests, shall be conclusive and binding on all members of WCOBA until revoked at a General Meeting.

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Schedule I – Executive Committee Member Responsibilities & Code of Conduct Duties of the Executive Committee The Executive Committee has two fundamental priorities: 1) To act in accordance with the functions required of it and the powers vested in it, by the WCOBA Constitution; and 2) To accept that it has no power to do anything that the body appointing it cannot do.

Individual members of the Executive Committee of WCOBA and its employees owe strict duties of a fiduciary nature to WCOBA. Depending on the circumstances, those duties may include a duty not to profit from a position of trust and not to allow any conflict to arise between an executive member’s duties and personal interests. A failure to disclose conflicting interests in a meeting when such interests exist may vitiate decisions made. If any exemption from such fiduciary duties is claimed the claimant must establish full and frank disclosure of all material facts.

A fiduciary duty is broadly the duty to act in WCOBA’s best interests. As noted above these duties are: 1) not enter into transactions where their interests’ conflict or might conflict with those of WCOBA without disclosing that conflict appropriately; and 2) not benefit in any way from office without appropriate approval of their doing so.

Liability of the Executive Committee to third parties As a corporate body, WCOBA must act through others and where this is done properly, only the incorporated body will be responsible.

By way of example, where an officer or member of the Executive Committee holds themselves out as having authority to contract, they may be held liable under the law of agency. Improper acts of executive members, such as actions contrary to the Constitution or for personal gain, may result in personal liability.

Executive Committee members must act in the best interests of WCOBA (in accordance with the powers granted under the Constitution), without personal gain or in a conflict of interest situation, in doing so an Executive Committee member will be deemed to have acted appropriately. If Executive Committee Members act improperly, they could be personally liable for their actions.

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