Rules of Te Awamutu Sports Cycling Club

Table of Contents

  1. The Club
  2. Management of the Club
  3. Club Membership
  4. Money and Other Assets of the Club
  5. Conduct of Meetings
  6. Common Seal
  7. Amending the Rules
  8. Bylaws
  9. Winding Up
  10. Definitions
  11. Appendix A – Te Awamutu Sports Cycling Code of Conduct / Business Rules

The Club

1.0 Name

1.1 The name of the club shall be Te Awamutu Sports Cycling Club.

2.0 Registered Office

2.1 The Registered Office of the Club shall be at the residence of the Secretary or such other place as may from time to time be specified by the club.

3.0 Purposes of Club

3.1 The purposes of the Club are to:

  1. To promote and control cycling within the Waipa district as defined by Cycling Road Track & Cyclocross NZ Incorporated (RTXNZ).
  2. To exercise all powers and perform all duties vested in it, and imposed on it, by the rules of RTXNZ.
  3. To do such other things (not being unlawful or inconsistent with these rules, or with the Incorporated Societies Act 2022) that in the opinion of the Club would tend to further the interests of members, or further encourage the sport of cycling generally.

3.2 Pecuniary gain is not a purpose of the Club.

4.0 Affiliation

The Club shall be affiliated to Te Awamutu Sports & Recreation Club Incorporated and Cycling New Zealand, Cycling Road Track & Cyclocross NZ Incorporated.

5.0 Rules

  1. The Club shall uphold such laws and any rules of the sport of cycling as may from time to time be adopted by Te Awamutu Rugby Sports & Recreation Club Incorporated and RTXNZ.
  2. The Club may make and adopt bylaws for a competition, but all club members shall be advised in writing before the rules shall be applied.

6.0 Club Colours

  1. The colours of the club shall be black, green, yellow, blue and white.
  2. The Club jerseys are to be worn at Centre and Club National Championships only by club team members.

Management of the Club

7.0 Managing Committee

7.1 The Club shall have a managing committee (“the Committee”), comprising the following persons:

  1. The Chair/President;
  2. The Secretary;
  3. The Treasurer; and such other Members as the Club shall decide.

7.2 Only Members of the Club may be Committee Members.

7.3 There shall be a minimum of three Committee Members, in addition to the Officers.

8.0 Appointment of Committee Members

8.1 At the Club’s Annual General Meeting, the members may decide by majority vote:

  1. How large the Committee will be;
  2. Who shall be the Chair/President, Secretary, and Treasurer.
  3. Whether any Committee Member may hold more than one position as an officer;
  4. How long each person will be a Committee Member (”the Term”).

9.0 Cessation of Committee Membership

9.1 Persons cease to be Committee Members when:

  1. They resign by giving written notice to the committee.
  2. They are removed by majority vote of the Club at the Annual General Meeting.
  3. Their term expires.

9.2 If a person ceases to be a Committee Member, that person must within one month give to the Committee all Club documents and property.

10.0 Nomination of Committee Members

10.1 Nominations for members of the Committee shall be called for at least 28 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. All retiring members of the Committee shall be eligible for re-election.

10.2 If the position of any officer becomes vacant between Annual General Meetings, the Committee may appoint another Committee Member to fill that vacancy until the next Annual General Meeting.

10.3 If the position of any Committee Member becomes vacant between Annual General Meetings, the Committee may appoint another Club Member to fill that vacancy until the next Annual General Meeting.

10.4 If any Committee Member is absent from three consecutive meetings without leave of absence the Chair/President may declare that person’s position to be vacant.

11.0 Role of the Committee

11.1 Subject to the rules of the Club (“The Rules”), the role of the Committee is to:

  1. Administer, manage, and control the Club;
  2. Carry out the purposes of the Club, and use money or other assets to do that;
  3. Manage the Club’s financial affairs, including approving the annual financial statements for presentation to the members at Annual General Meetings;
  4. Set accounting policies in line with generally accepted accounting practice;
  5. Delegate responsibility and co-opt members where necessary;
  6. Ensure that all Members follow the rules;
  7. Decide how a person becomes a member, and how a person ceases to be a Member;
  8. Decide the times and dates for meetings, and set the agenda for meetings;
  9. Decide the procedures for dealing with complaints;
  10. Set Membership fees, including subscriptions and levies;
  11. Make regulations.

11.2 The Committee has all of the powers of the Club, unless the Committee’s power is limited by these rules, or by a majority decision of the Club.

11.3 All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the Chair/President shall have a casting vote; that is, a second vote.

11.4 Decisions of the Committee bind the Club, unless the Committee’s power is limited by these rules or by a majority decision of the Club.

12.0 Roles of Committee Members

12.1 Chair/President

The Chair/President is responsible for:

  1. Ensuring that the Rules are followed;
  2. Convening meetings and establishing whether or not a quorum (half of the Committee) is present;
  3. Chairing meetings, deciding who may speak and when;
  4. Overseeing the operation of the Club;
  5. Providing a report on the operations of the Club at each Annual General Meeting.

12.2 Secretary

The Secretary is responsible for:

  1. Recording the minutes of meetings;
  2. Keeping the Register of members;
  3. Holding the Club's records, documents, and books except those required for the Treasurer’s function;
  4. Receiving and replying to correspondence as required by the Committee;
  5. Advising the members of the Club of any rule changes.

12.3 Treasurer

The Treasurer is responsible for:

  1. Keeping proper accounting records of the Club’s financial transactions to allow the Club’s financial position to be readily ascertained;
  2. Preparing annual financial statements for presentation at each Annual General Meeting.
  3. Providing a financial report at each Annual General Meeting;
  4. Providing financial information to the Committee as the Committee determines.

13.0 Committee Meetings

  1. Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide;
  2. No Committee meeting may be held unless more than half of the Committee members attend;
  3. The Chair/President shall chair Committee Meetings, or if the Chair/President is absent, the Committee shall elect a Committee member to chair that meeting;
  4. Decisions of the Committee shall be by majority vote;
  5. The Chair/President, or person acting as Chair/President has a casting vote; that is, a second vote;
  6. Only Committee members present at a Committee meeting may vote at that Committee meeting.
  7. Subject to these rules, the Committee may regulate its own practices;
  8. The Chair/President or his nominee shall adjourn the meeting if necessary.
  9. Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair/President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments.
  10. Frequency: The Committee shall meet as required at such time and in such manner (including by audio, audio and visual or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary. The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 working days notice of Committee meetings but in cases of urgency a shorter period of notice will suffice.
  11. General Matters: The Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee or Sub-committee meeting. Other than as prescribed by the Act or these Rules, the Committee or any sub-committee may regulate its proceedings as it thinks fit.

14.0 Sub Committees

The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Club) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee –

  • The quorum of every sub-committee is half the members of the sub-committee but not less than 2,
  • No sub-committee shall have power to co-opt additional members,
  • A sub-committee must not commit the Club to any financial expenditure without express authority from the Committee, and
  • A sub-committee must not further delegate any of its powers.

Club Membership

15.0 Types of Members

15.1 Membership may comprise different classes of membership as decided by the Club.

15.2 Members have the rights and responsibilities set out in these Rules.

16.0 Admission of Members

16.1 To become a Member, a person (“the Applicant”) must:

  1. Complete an application form, if the Rules, Bylaws or Committee require this; and
  2. Supply any other information the Committee requires.

17.0 The Register of Members

17.1 The Club Membership Secretary shall keep a register of members (“the Register”), which shall contain the names, the postal and email addresses and telephone numbers of all members.

17.2 If a member’s contact details change, that member shall give the new postal or email address or telephone number to the Club Membership Secretary.

17.3 Each member shall provide such other details as the Committee requires.

18.0 Cessation of Membership

18.1 Membership can be terminated in the following way:

  1. 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 Club, the Committee may give written notice of this to the member (“the Committee’s Notice”). The Committee’s notice must:
    1. Explain how the member is breaching the rules or acting in a manner inconsistent with the purposes of the Club;
    2. 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.
    3. 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.
    4. State that if the Committee terminates the member’s membership, the member may appeal to the Club.
  2. 14 days after the Member has received the Committee’s notice, the Committee may at 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 Club Committee at the next meeting by giving written notice to the Club Membership Secretary (“Member’s Notice”) within 14 days of the member’s receipt of the termination notice.
  3. If the Member gives the Member’s notice to the Club Membership Secretary, the Member will have the right to be fairly heard at a Committee meeting held within the following 28 days. If the member chooses, the member may provide the Club Membership Secretary with a written explanation of the events as the member sees them (“the member’s Explanation”), and the member may require the Club Membership Secretary to give the member’s explanation to every other Committee Member within 7 days of the Club Membership Secretary receiving the member’s explanation. If the member is not satisfied that the other Committee 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 Club Committee Meeting.
  4. The Committee shall then by majority vote decide whether to let the termination stand, or whether to reinstate the member. The Committee’s decision will be final.

19.0 Obligations of Members

19.1 All members (and committee members) shall promote the purposes of the Club and shall do nothing to bring the Club into disrepute.

20.0 Life Members

The Club may (by affirmation vote of three-quarters of those present and eligible to vote) at an Annual Meeting, elect Life Members (conditional on Twenty Years’ service to the Club). Such a person shall have rendered single service to the Club and be approved by the affirmation vote of three-quarters of the Committee present at the meeting.

(b) Fourteen (14) days’ notice shall be given to every member of the committee of any meetings of which Life Members are to be proposed.

(c) An approved badge shall be awarded to Life Members.

Money and Other Assets of the Club

21.0 Use of Money and Other Assets

21.1 The Club may only use money and other assets if:

  1. It is for a purpose of the Club;
  2. It is not for the sole personal or individual benefit of any member; and
  3. That use has been approved by either the Committee or by majority vote of the Committee.

22.0 Joining Fees, Subscriptions and Levies

22.1 If any member does not pay a subscription or levy by the date set by the Committee, the Club Membership Secretary will give written notice that, unless the arrears are paid by a nominated date, the membership will be terminated. After that date, the member shall (without being released from the obligation of payment of any sums due to the Club) have no membership rights and shall not be entitled to participate in any club activity.

23.0 Additional Powers

23.1 The Club may:

  1. Employ people for the purposes of the Club;
  2. Exercise any power a trustee might exercise;
  3. Invest in any investment that a trustee might invest in;
  4. Borrow money and provide security for that, if authorised by majority vote at any Club meeting.

24.0 Financial Year

24.1 The financial year of the Club begins on 1st October of every year and ends on 30th September of the next year.

25.0 Assurance on the Financial Statements

25.1 The Club’s annual financial statements will be audited in conjunction with the Te Awamutu Sports & Recreation Club annual audit. The Committee is responsible to provide the auditor with:

  1. Access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;
  2. Additional information that the auditor may request from the Committee for the purpose of the audit; and
  3. Reasonable access to persons within the Club from whom the auditor determines it necessary to obtain information.

Conduct of Meetings

26.0 Club Meetings

  1. A Club meeting is either an Annual General Meeting or a Special General Meeting.
  2. The Annual General Meeting shall be held once every year no later than five months after the Club’s balance date. The Committee shall determine when and where the Club shall meet within those dates.
  3. Special General Meetings may be called by the Committee. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 10% of the members.
  4. The Secretary shall:
    1. Give all members at least 14 days written notice of the business to be conducted at any Club Meeting
    2. Additionally, the Secretary will provide:
      1. A copy of the Chair/President’s report on the Club’s operations and of the Annual Financial Statements as approved by the Committee,
      2. A list of nominees for the Committee, and information about those nominees if it has been provided. (The Secretary must not provide members with information exceeding one side of an A4 sheet of paper per nominee)
      3. Notice of any motions, and the Committee’s recommendations about those motions.
      4. If the Secretary has sent a notice to all members in good faith, the meeting and its business will not be invalidated simply because one or more members did not receive the notice.
  5. All Members and Life Members may attend and vote at Club Meetings.
  6. No Club meeting may be held unless at least 12 of eligible members attend. (This will constitute a quorum.)
  7. All Club meetings shall be chaired by the Chair/President. If the Chair/President is absent, the Club shall elect another Committee Member to chair that meeting. Any person chairing a Club Meeting has a casting vote.
  8. On any given motion at a Club Meeting, the Chair/President shall in good faith determine whether a vote will be conducted by:
    1. Voices;
    2. Show of hands; or
    3. Secret ballot.
    However, if any member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot. If a secret ballot is held, the Chair/President will have a casting, that is, second vote.
  9. The business of an Annual General Meeting shall be:
    1. Roll Call
    2. Apologies
    3. Proxies
    4. Confirmation of Minutes of previous Annual Meeting
    5. Confirmation of minutes of any Special Meeting
    6. Presentation and adoption of Annual Report
    7. Presentation and adoption of Annual Accounts and Balance Sheet
    8. Notices of Motions
    9. Remits
    10. Election of Officers
    11. Club Fees
    12. General Business
  10. The Chair/President or his nominee shall adjourn the meeting if necessary.
  11. Adjourned Meetings: If within half an hour after the time appointed for a meeting, a quorum is not present, the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair/President of the Club, and if at such adjourned meeting a quorum is not present, the meeting shall be dissolved without further adjournments. The Chair/President may with the consent of any Club Meeting adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

27.0 Motions at Club Meetings

  1. Any Member may request that a motion be voted on (“Member’s Motion”) at a particular Club 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 at its absolute discretion decide whether or not the Club will vote on the motion. However, if the member’s motion is signed by at least 50% of eligible members:
    1. It must be voted on at the Club Meeting chosen by the member; and
    2. The Secretary must give the member’s Information to all members at least 14 days before the Club 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 Club Meeting.
  2. The Committee may also decide to put forward motions for the Club to vote on (“Committee Motions”) which shall be suitably notified.

Common Seal

28.0 Common Seal

28.1 The Committee shall provide a common seal for the Club and may from time to time replace it with a new one.

28.2 The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the President and countersigned by the Vice President and Secretary.

Amending the Rules

29.0 Amending the Rules

  1. The Club may amend or replace these rules at a Club Meeting by a resolution passed by a two-thirds majority of those members present and voting.
  2. Any proposed motion to amend or replace these rules shall be signed by the member requesting the amendment and given in writing to the Secretary at least 28 days before the Club Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
  3. At least 14 days before the General 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.
  4. When a rule change is approved by a General Meeting, it shall not take effect until the Secretary has updated the club rules.
  5. Any alteration of the rules shall be updated and saved in a new file with the current date and a new version number appended to the file name.

Bylaws

30.0 Bylaws to Govern the Club

29.1 The Committee may from time-to-time make, amend or rescind bylaws for the general management of the club, so long as these are not repugnant to the rules or to the provisions of law. All such bylaws shall be binding on members of the Club. A copy of the bylaws for the time being shall be available for inspection by any member on request to the Secretary.

Winding Up

31.0 Winding Up

31.1 If the Club is wound up:

  1. The Club’s debts, costs and liabilities shall be paid
  2. Surplus money and other assets of the Club may be disposed of:
    1. By resolution.
  3. No distribution may be made to any member;
  4. To Trustees, to be held in trust for subsequent re-establishment of the sport of cycling in Te Awamutu. Such Trust shall be credited by deed.
  5. The surplus money and other assets shall be distributed to: Te Awamutu Sports & Recreation Club Incorporated.

Definitions

32.0 Definitions and Miscellaneous Matters

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

‘Annual General Meeting’ means a meeting of the Members of the Club held once per year which, among other things, will receive and consider reports on the Club’s activities and finances.

‘Club Meeting’ means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.

‘Committee’ means the Club’s governing body.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Club.

‘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.

‘Member’ means a person who has consented to become a Member of the Club and has been properly admitted to the Club and who has not ceased to be a Member of the Club.

‘Money or other assets’ means any real or personal property or any interest therein, owned or controlled to any extent by the Club.

‘Notice’ to Members includes any notice given by email, website posting, post or courier.

‘Officer’ means a natural person who is:

  • A member of the Committee, or
  • Occupying a position in the Club that allows them to exercise significant influence over the management or administration of the Club.

‘Register of Members’ means the register of Members kept under these rules as required by section 79 of the Act.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

‘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.

‘Working days’ means as defined in the Legislation Act 2019. Examples of days that are not working days include, but are not limited to, the following – a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aroki a Matariki/Matariki Observance Day, and Labour Day.

It is assumed that:

  1. Where a masculine is used, the feminine is included
  2. Where the singular is used, plural forms of the noun are also inferred
  3. Headings are a matter of reference, and not a part of the rules

Matters not covered in these rules shall be decided upon by the Committee.

Appendix A

Te Awamutu Sports Cycling Code of Conduct / Business Rules

A committee meeting held on 20 May 2004 adopted rules and protocols. They are a code of conduct for committee members, and their individual agreement to abide by them must be obtained at the group’s first meeting and will be recorded.

Objects of the Committee

  • To manage the Te Awamutu Sports Cycling Club for the benefit of its members
  • To meet the mission and goals of the Club
  • To ensure that meetings are enjoyable, pleasant and harmonious

The objects can only be achieved if members act as a team and the following rules and protocols are established to this end, to encourage the development of a safe and inclusive meeting environment, where members can own the decisions and act as a team. It is essential to prevent a situation arising similar to the one preceding the Special General Meeting of March 2004.

The incoming committee will consider the rules as a ‘code of conduct’ at the first meeting, and member’s individual agreement to abide by them will be recorded.

Meetings

Monthly meetings – Thursday night is a good night, 3rd Thursday in the month most suitable. A list of the dates should be made, rather than leaving it as – ‘the 3rd Thurs next month’. The next meeting date will be agreed at end of each meeting and noted in the minutes.

Agenda

  • Only items on the agenda will be discussed - to avoid bad decision making at lengthy meetings.
  • The Secretary will send a meeting reminder 5 days before meeting enabling members to notify any items.
  • Agenda will then be distributed 2 days before the meeting.
  • Agenda will always contain standing topics – Centre Meeting report, and Te Awamutu Sports Club report by the Clubs representatives on those bodies.

Decision Making

  • Sub-committees – will be established as necessary to avoid lengthy meetings and enable good decision-making. They will research/discuss/recommend and advise committee of options.
  • Urgent matters – will be discussed by emailing committee members – who should click reply to all, with comments.
  • Decisions – in order that members can truly own the decisions made and support them, even if their personal point of view is different, it is essential that all members can feel able to speak and express their points, be respected and not put down, and taken seriously. After full discussion a decision can be made. It is desirable that decisions are not made on a split vote, but that in such circumstances, the motion is changed to achieve consensus, or give-or-take the odd dissenting vote. A safe and inclusive environment will facilitate discussion and collective decision-making. There is no place in a harmonious team environment for disruptive behaviour by any members.
  • Rotating the chairmanship will help all members feel that they have equal opportunity, and will give experience to new members. Chairman will be elected at the start of each meeting.

Discipline

With the foregoing in place, there is no excuse for members of committee to disrupt meetings by their personal demeanour/behaviour or discuss any committee business with outside agencies, without authority or instruction from the committee.

In addition, matters involving sensitive, personal or financial matters must be regarded as ‘in committee’ and not discussed outside committee, even with club members.

Both a) and b) preclude open friendly discussion and the team environment. Committee members in breach of these rules will be warned by the President on the first occasion and if repeated, will be required to leave the committee – as such conduct is prejudicial to the club.

Naturally it is desirable that club members be fully informed by committee members, of all other decisions made.