ST. PATRICK’S COLLEGE OLD BOYS’ ASSOCIATION (INC)

Constitution of the association

As approved by the registrar of incorporated societies on August 2016.

1. Name

The name of the Association shall be "St. Patrick's College Old Boys Association Incorporated" hereinafter referred to as “the Association”.
The control of the Association’s affairs and activities shall be vested in an Executive Committee, hereinafter referred to as “the Committee”.
The registered office of the the Association shall be c/- the registered office of St. Patrick’s College, Wellington or such other place as the Committee of the Association may from time to time determine.

2. Membership

The Association shall consist of all persons who are Members of the Association at the date of its incorporation and all persons who may from time to time be thereafter elected Members of the Association in accordance with the rules of this Constitution.

3. Objects

The objects of the Association are:

to support the Mission Statements of both St Patrick’s College, Wellington and St Patrick’s College, Silverstream, hereinafter referred to as (“the Colleges”);
in accordance with the Founding Rector’s wishes in 1897, to follow with interest the efforts, the struggles and the successes of past students of the Colleges in every walk of life;
to foster and keep alive among Old Boys of of the Colleges a remembrance of the Colleges and an active interest in their welfare.
to foster a spirit of friendship among the Colleges’ Old Boys. (to promote the interests of the Colleges in any manner that the Committee of the Association shall from time to time deem advisable.
where appropriate to provide scholarships, financial or other assistance to pupils of the Colleges and Old Boys; and
maintain a fraternal interest in the welfare of Old Boys and their families.

4. Members

All Old Boys of the Colleges, past Staff members and all past and present members shall be eligible to be Members of the Association and no other person shall be eligible.
Every candidate for membership of the Association shall send his name and address to the Secretary of the Association.
The Secretary of the Association shall check to ensure that the candidate has been an Old Boy of one of the Colleges and, if so, shall approve the membership unless the Secretary in his discretion considers that the question of the candidate’s membership should be referred to the Committee of the Association, which shall make the final decision as to the membership of the candidate.

5. Modes in which Persons Cease to be Members

Any Member wishing to resign from the Association shall be at liberty to do so on his giving notice to the Secretary of the Association in writing of his intention to resign and paying any subscriptions or other moneys owing by him to the Association.
The names of all Members who have failed to pay their subscriptions for two years or upwards shall from time to time be furnished by the Treasurer to the Committee, and the Committee shall have power to remove such members from the roll of membership of the Association.
Any Member of the Association who in the opinion of the Committee has acted in a manner unworthy of an Old Boy of the College may be expelled by a majority vote of the Committee. In such a case, however, an opportunity, prior to any decision by the Committee, must be given to the Member charged to answer the accusation by writing or by appearance in person or by counsel.

6. Annual Subscription

The annual subscription shall be as prescribed at an Annual General Meeting of the Association.

7. Honorary Life Members

Honorary Life Members may be elected by a majority vote of Members at a General Meeting, and shall only be elected from those persons to whom the Association desires to show some appreciation of their past service or special distinction to the College, provided that no person shall be so nominated except on the recommendation of the Committee. An Honorary Life member shall be entitled to all the privileges of the Association, including election to office.

8. Life Members

While provision is no longer made for the election of Life Members other than in accordance with clause 7, Life Members already elected on payment of a sum prescribed at previous Annual General Meetings of the Association shall be entitled to all privileges of the Association, including election to office.
Any Old Boy of the Colleges since 2000, who has had the opportunity to pay a membership subscription whilst at College, shall be deemed to be a “member for life.”

9. Officers

The officers of the Association shall consist of-

joint Patrons who shall be the Rectors of St. Patrick’s College, Wellington and St. Patrick’s College, Silverstream, for the time being;
(a President, who shall be a layman and a member of the preceding year’s Committee, who shall be elected annually at the Annual General Meeting.
an Immediate Past President who shall be the President whose term of office has expired with the election of the President in office and who may preside in the absence of the President;
an Honorary Secretary to be elected annually at the Annual General Meeting;
an Honorary Treasurer to be elected annually at the Annual General Meeting; and
the following Vice-Presidents:
1. Not more than five (5) Vice-Presidents who shall be elected annually at the Annual General Meeting. The Vice-President elected in accordance with thispart of this rule who has held office for the longest consecutive term (not being less than four (4) years) shall not be eligible for re-election. In the event of two (2) or more Vice-Presidents having equal length of service, the Committee shall decide by ballot which is eligible.
2. In addition to the Vice-Presidents elected under paragraph (a) of this subclause there shall also be such number of Vice-Presidents as there may be from time to time duly constituted affiliated and active branches of the Association, who shall consist of the local President of every Branch duly elected in accordance with the Rules of such Branch.
The Officers of the Association and the elected Members of the Committee shall be elected at the Annual General Meeting of the Association and shall continue in office until their successors are elected. The nominations of the Officers and elected Members of the Committee shall be in the hands of the Secretary not later than fourteen (14) clear days before the date fixed for the Annual General Meeting. Notwithstanding this requirement, nothing shall prevent a Member being nominated as a member of the Executive Committee at an Annual General Meeting.

10. Committee

The Committee of the Association shall consist of ten (10) people: the President; the Immediate Past President; the Secretary; the Treasurer together with five (5) members elected as provided in clause 9 (vi); and one Old Boy, or teacher at the Colleges, or a Board Member of one of the College Board of Proprietars appointed by each of the Rectors as College Representatives.
At all meetings of the Committee, five (5), (including the President or his designated nominee from the Committee), shall form a quorum.
The Committee shall have control of the funds of the Association and the management of its affairs and shall have power to do all those things necessary to carry out the objects of the Association.
Any Member of the Committee except the President and the Immediate Past President, failing to attend three (3) consecutive meetings of the Committee without reasonable excuse shall cease to be a Member of the Committee. The Secretary shall bring this rule under the Notice of any Member failing to attend two (2) consecutive Meetings of the Committee.
The Committee shall have power to fill any vacancies which may from time to time occur in the Committee.
The Secretary of the Association shall have power to call a Meeting of the Committee at any time by providing each Committee Member with seven (7) days written notice of the time and place of the Meeting.
On the written application of at least three (3) members of the Committee, the Secretary shall be bound to call a meeting of the Committee, by providing each Committee member with seven (7) days written notice of the time and place of the Meeting.
The Committee shall have the power to regulate and order all proceedings of the Association in such a manner as it may deem fit, in accordance with this Constitution.
The Committee shall have full power to borrow any money for the purposes of the Association on such terms as it may deem advisable and with or without giving security for the payment of same and interest thereon.
The income and property of the Association shall be used and applied solely in the promotion of its objects and not for the pecuniary profit of any individual member providing that this provision shall not prevent the Committee reimbursing any member of the Association or the member of the Committee for expenses reasonably incurred in carrying out the business of the Association, nor from determining payment of an annual honorarium to any member of the Committee or any member in an administrative role and neither shall this provision prevent the Association from entering into a contract with any member for the provision of paid services pursuant to that contract.

11. Secretary

The Secretary shall conduct the correspondence of the Association. He shall keep full and correct Minutes of all General and Committee Meetings and shall produce them, if requested or required, at any meeting undertaken in accordance with this Constitution. He shall also keep a list of Members with their addresses and shall be responsible for providing such Notices to Members as are required this Constitution.

12. Treasurer

All monies shall be paid to the Treasurer and his receipt shall be a sufficient discharge. He shall open a Banking Account for the Association's monies. All operations thereon , as specifically authorised by the Committee, to be signed by him and another Member of the Committee of the Association as the Committee shall from time to time authorise. He shall submit at the Annual General Meeting a statement of the Assets and Liabilities of the Association at the 31st day of December last preceding, together with an account of the receipts and expenditure for the twelve (12) months preceding such date; both statements to be audited by an auditor, other than a Member of the Committee, elected by a majority of the Members of the Association at a General Meeting. A copy of the Annual Report and Balance Sheet will be available to each Member at least fourteen (14) days before the Annual General Meeting.

13. Indemnity

No member of the Committee shall be personally liable for any act, default or omission made by the Committee in the exercising of their powers and discretion under this Constitution provided they have at all times acted in good faith. except in the case of his or her own fraud, dishonesty, breach of fiduciary duty or the commission of any act known by him or her to be a breach of duties owed by him or her at law.
Each member of the Committee shall be entitled to a total indemnity from the Association for any liability they may incur and in any way arising out of or in connection with the administration of the Association and this indemnity shall extend to any payments to any person or entity whom the Committee bona fide believe to be entitled thereto.

14. Custody and use of seal

The Association shall have a Common Seal which shall be kept in the hands of the Secretary and shall be affixed to documents, as and when required by law, only at a meeting of the Committee or in pursuance of a Resolution of the Committee and the affixing of the same shall be attested always by at least two (2) Members of the Committee and the Secretary.

15. General Meetings

The Annual General Meeting of the Association shall be held during the month of March in each year or as soon thereafter as possible.
A Special General Meeting may be ordered by the President or by the majority of the Committee present at a Committee Meeting or may be called by the Secretary on receipt of a requisition signed by not fewer than fifteen (15) Members of the Association and the Meeting shall be held within twenty one (21) days of such order or requisition.
Seven (7) clear days’ notice at the least specifying the place, date and hour of the Meeting and the purpose for which any General Meeting is to be held shall be given in manner hereinafter provided.
At all General Meetings fifteen (15) financial Members shall form a quorum.
No Member whose subscription remains unpaid on the 31st day of December in the year in which such subscription became due shall be entitled to vote at a General Meeting.
All Annual or Special General Meetings shall be Chaired by the President. If the President is absent, the Association shall elect another Committee member to chair that meeting. Any person chairing an Annual or Special General Meeting has a casting vote.

16. Mode of Voting

Except where otherwise required by this Constitution, every question or matter requiring resolution shall be decided by a simple majority of votes of the Members present.
Voting at meetings will be by voice except: when a show of hands is called for by any voting member; or by secret ballot for the election of Officers; or when called for by a majority of voting members; or if Chairman orders a ballot to be taken on any motion submitted to the Committee.
In the election of Officers, if a majority is not reached on the first ballot, further ballots will be held with the lowest polling candidate dropping out until such times as a majority is reached.
Otherwise, in the case of an equality of votes, the Chairman shall have a casting vote in addition to his vote as a Member.

17. Alterations To Constitution

Subject to the provisions of the Incorporated Societies Act 1908, these Rules may be amended, rescinded or added to from time to time by a special resolution carried by a two thirds majority of the Members at an Annual General Meeting or Special General Meeting.
Notice of such resolution shall be circulated to Members and others as set out in Clause 15, not less than seven (7) days prior to the General Meeting at which the resolution will be considered.
No addition to or alteration or rescission of the rules shall be approved if it affects the pecuniary profit prohibition (Clause 10.j) or the winding up clause (22).
No addition to or alteration of the aims/objects, payments to Member clause or winding up clause shall be approved without the approval of Inland Revenue. The provisions and effect of this clause shall not be removed and shall be included and implied into any documents replacing this document.

18. Notices

Every notice required to be given to a Member under these Rules may be given by: advertisement in some newspaper published in Wellington; or, by sending such notice through the ordinary course of post in a prepaid letter addressed to each Member of the Association at his last known place of abode; or, by sending an e-Mail to the Member at his last known e-Mail address.

19. Control, Investment and Disposition of Property

The management and control of the funds and property of the Association shall be vested in the Committee which shall have power from time to time to invest any surplus funds of the Association upon such security and upon such terms as the Committee shall think fit.
In the event of the dissolution of the Association the funds and property thereof shall after payment of all debts and liabilities shall be divided equally between the Board of Trustees of the Colleges.
On dissolution of the Association, no property whatsoever shall be paid to or distributed among members of the Association.

20. By-laws

The Committee shall from time to time have power to make by-laws for regulating and carrying on the affairs of the Association.

21. Affiliation

Any body of Old Boys may be granted affiliation to the Association on application to the Committee and on such terms as the Committee shall determine.

22. Winding-Up

The Committee may by resolution determine that the Association shall be wound up as from the date specified in such resolution.
No such resolution shall be effective until it is presented to the general membership of the Association at a specially convened Special General Meeting or at an Annual General Meeting and has received the endorsement of the majority of voting members at such meeting.
If the resolution is confirmed by the Members, the General Meeting shall then appoint three (3) trustees (“the administrators”) to wind up the affairs of the Association.
The administrators may or may not be delegates or Members of the Association.

23. Interpretation

The decision of the Committee on the interpretation of this Constitution or on any matters or thing not contained in this Constitution, but pertaining to the Association its property or interests shall be conclusive and binding on all members until otherwise revoked by a General Meeting.

Certified a true and correct copy of the Constitution of the St. Patrick’s College Old Boys Association Incorporated pursuant to a General Meeting of Members dated Wednesday, 27 July 2016.

St Patrick's College Old Boys' Assn

PO Box 1007, Wellington
New Zealand

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