CAMBRIDGE CHAMBER OF COMMERCE CONSTITUTION

CONSTITUTION OF THE CAMBRIDGE CHAMBER OF COMMERCE INCORPORATED

1. INTERPRETATION
In these rules any reference to:

  1. 'The Act' means the Incorporated Societies Act 1908 and any amendment or any Act passed in substitution for it.
  2. 'The Chamber' means the Cambridge Chamber of Commerce (Incorporated).
  3. 'The Committee' means the Executive Committee constituted in accordance with these Rules.
  4. 'The Members' means the Members for the time being of the Chamber.

2. NAME
The name of the Chamber is 'The Cambridge Chamber of Commerce (Incorporated).'

3. REGISTERED OFFICE
The registered office of the Chamber shall be at the office at Suite 3, Level One, The National Hotel, 47 Alpha Street, Cambridge.

4. OBJECTS
The objects of the Chamber shall be:

  1. The promotion and retention of commerce and industry that falls within the jurisdiction of the Cambridge Chamber of Commerce.
  2. The collection and dissemination of information on all relevant matters of interest to the commercial community, and the public in general.
  3. The role of the Chamber be one of advocacy.
  4. The formation of Rules whereby the transaction of business may be facilitated.
  5. To establish scholarships and make grants to or for persons within the commercial community or who may be interested in or beneficial to the commercial community.
  6. To develop the general public interest in the Chamber by distributing relevant information of all matters relating to the activities of the Chamber.
  7. To affiliate with any Society, Club or Association having similar objects or to join, co-operate with or subscribe to the funds of any such organisation for the purpose of better attaining or otherwise furthering the objects and interest of the Chamber or of the Members.
  8. To invest any monies of the Chamber not required for immediate use.
  9. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Chamber may think necessary and convenient for the purpose of carrying out its objects.
  10. The strengthening of Cambridge and Districts place as an eminent commercial industrial tourist and cultural centre.
  11. Assisting the development of Cambridge and Districts as a desirable environment for our citizens.
  12. To do all such other things as in the opinion of the Committee may be incidental or conducive to the attainment of the above objects or any of them.

5. MEMBERSHIP
The number of Members shall be unlimited. Any person or body corporate engaged or interested in commerce, trade or community of the Town of Cambridge and the Waikato district shall be eligible as a candidate for membership. Every candidate for admission as a Member of the Chamber shall be proposed and seconded at a meeting of the Committee and shall be elected by majority resolution of the Committee. Such person shall acknowledge that they agree to abide by the rules in the Constitution and, on payment of the requisite subscription, become a Member of the Chamber. The Committee shall have power to co-opt any person or corporate body as a Member of the Chamber provided that the prior consent of such person or corporate body has first been obtained.

6. LIFE MEMBER
On its own motion the Board may confer the designation of Life Member on any person whose outstanding contribution or services to the Chamber it desires to recognise. Conferral of Life Membership entitles a person to all rights or privileges of membership; they are entitled to vote and stand for election however are not required to pay any annual fee.

7. SUBSCRIPTIONS
The annual subscriptions shall be such sum or sums as shall be set at an Annual General Meeting or Special General Meeting of the Chamber.

8. FINANCIAL YEAR AND OVERDUE SUBSCRIPTIONS
Annual subscriptions shall be for a 12 month period from the date of invoice. Any unpaid subscriptions over 90 days from the invoice date will be deemed to be in arrears with membership lapsing from that date.

9. RESIGNATION
Any Member desiring to resign shall give notice of their intention to the Chamber office communicating their intent verbally or in writing. Such notice shall be considered and become effective immediately or at the end of that Member's period of paid membership, (whichever is first),

10. EXCLUSION OF MEMBERS
A Member may be expelled for:

  1. Non-payment of subscriptions.
  2. Failing to observe any rule of the Chamber.
  3. Conduct which in the opinion of the Committee is injurious to the welfare, character or reputation of the Chamber.

11. NEW RULES AND ALTERATION OF RULES
The Rules of the Chamber may be amended, altered, rescinded or added to only with the consent of a majority of the Members present at a general meeting of the Chamber specially called for the purpose or at an Annual General Meeting and it shall be the duty of the Secretary to give seven days notice of such proposed alteration, rescission or addition. Public notices in any local newspaper or notice addressed to each Member of the Chamber shall be deemed sufficient notice for the purpose of this Rule. No addition to or alteration or rescission of the rules shall be approved if it affects the charitable objects, the personal benefit clause (26) or the winding up clause (27).

12. BY-LAWS
The Committee may from time to time make, alter or rescind by-laws (not being inconsistent with these Rules or the provision of the Act) for the accomplishing of the objects of the Chamber, regulating and controlling its activities and directing and instructing its officers.

13. ANNUAL GENERAL MEETING
The Annual General Meeting of the Chamber shall be held no later than three calendar months after the end of the financial year.

14. QUORUM FOR AGM OR SPECIAL GENERAL MEETING
No business shall be transacted at any annual or special general meeting unless ten of the Members shall be personally present or, in the case of a body corporate, be represented. If within half an hour from the time appointed for the meeting the required number of Members is not present the meeting (if a special general meeting) shall lapse without prejudice to the calling of another meeting for the same purpose and (if an annual general meeting) it shall stand adjourned for one week at the same hour and place when those attending the adjourned meeting shall form a quorum.

15. ADJOURNMENTS
The Chairperson of any such meeting may with the consent of the meeting order an adjournment for such time, as the meeting may deem appropriate.

16. METHOD OF VOTING
Every question submitted to any general meeting of the Chamber shall be decided in the first instance by ballot. The Chairperson shall in case of an equality of votes on any question exercise both a deliberate and a casting vote. At any meeting, unless a poll is demanded by the Chairperson or by at least eight Members present, a declaration by the Chairperson that a resolution has been carried or lost together with an entry in the Minutes of the Chamber shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. No Member whose subscriptions are in arrears shall be allowed to vote or to take part in any meeting of the Chamber. Voting by proxy shall not be permitted.

17. IRREGULARITIES OF MEETING
In case any irregularity shall occur in the convening or holding of any general meeting or in any election or other proceedings at such meeting and the same shall not be noticed and objected to at the time, all proceedings of such meeting shall be of the same force and validity as if no such irregularity had occurred. If any irregularity shall be noticed at the meeting and objected to the meeting shall make a decision upon it and such decision shall be final and conclusive.

18. OFFICERS OF THE CHAMBER

  1. The officers of the Chamber shall consist of:
    - President
    - Two Vice Presidents
    - Treasurer
    - Secretary
    - Up to seven Committee Members
  2. Such officers shall be elected annually from the Members of the Chamber at the Annual General Meeting.
  3. The candidates for election to office must be proposed and seconded. Only persons who are financial Members of the Cambridge Chamber of Commerce may propose or second a nominee. The nominator can be another Member of the nominee's organisation with the seconder being a Member from outside that organisation. Such nominations shall be lodged with the Secretary not less than fourteen days prior to the day of the Annual General Meeting.
  4. The roles and functions of all elected officers shall be clearly defined with formal job descriptions.
  5. If the functions of the Secretary are delegated to an employee or employees of the Chamber, a secretary will not be appointed as an officer.

19. EXECUTIVE COMMITTEE
The affairs of the Chamber shall be conducted by an Executive Committee, which shall comprise the Officers of the Chamber.

20. MEETINGS OF THE COMMITTEE
Meetings of the Committee shall be held at such times and places, as the Committee shall determine. The President or any three Members of the Committee may at any time convene a meeting of the Committee upon giving notice in writing to the Secretary.

21. QUORUM FOR A MEETING OF THE COMMITTEE
Four Members personally present at a meeting of the Committee shall constitute a quorum.

22. POWERS OF COMMITTEE
The Committee shall have the power:

  1. To exercise and do all such things as may be exercised or done by the Chamber which are not by these Rules or by the Act required to be done by the Chamber in general meeting.
  2. To fill any vacancy in their number during the year. Any Member of the Committee so appointed shall hold office until the next Annual General Meeting.
  3. To enter into all negotiations, contracts and agreements and do all such other acts, matters and things in the name and on behalf of the Chamber as they consider expedient for or in relation to the objects or purposes of the Chamber and which are not required by these Rules or by the Act to be exercised or done by the Chamber in general meeting.
  4. To borrow or raise money and secure payment of the same by a charge upon the whole or any part of the property or assets of the Chamber.
  5. To control and invest the funds of the Chamber in accordance with the provisions of these rules.
  6. To appoint any person to any subcommittee convened pursuant to these rules.

23. MINUTES
The Committee shall cause Minutes to be recorded both in respect of meetings of the Committee and any general meeting of the Chamber. The Minutes shall be available to any Member at any annual or general meeting.

24. AUDIT
If deemed necessary, the board shall elect a competent person to review the annual accounts, with this person to be nominated by the board in conjunction with the CEO, prior to the AGM. In case of the death, resignation or incapacity of the Competent Person so appointed or in the case none is appointed the Committee shall appoint one.

25. COMMON SEAL
There shall be a Common Seal of the Chamber consisting of a stamp with the words 'The Common Seal of the Cambridge Chamber of Commerce (Incorporated)'. The seal shall be kept in the custody of the Secretary and shall only be affixed by the Secretary (or delegated authority) by resolution of the Committee and in the presence of any two of the following, the Vice President, Secretary, President, a Committee Member or a Chamber employee with delegated authority.

26. ORGANISATION FUNDS

  1. Any income, benefit or advantage shall be applied to the charitable purposes of the organization.
  2. No individual Member or associated person shall receive any form of private income, benefit or advantage from the operations.
  3. No Member of the organization or any person associated with a Member shall participate in or materially influence any decision made by the organization in respect of the payment to or on behalf of that Member or associated person of any income, benefit or advantage whatsoever.
  4. Any such income paid shall be reasonable and relative to that which would be paid in an arm's-length transaction (being the open market value).
  5. The provisions and effect of this clause shall not be removed from this document and shall be included and implied in any document replacing this document.

27. WINDING UP
In the event of the winding up of the Chamber or on its dissolution by the Registrar of Incorporated Societies the surplus assets of the Chamber after the payment of all costs, debts and liabilities shall be disposed of and distributed in such manner as may be decided upon at a general meeting convened for that purpose provided that such disposal and distribution shall not take effect until such time as the proposal has received the approval of the registrar of Incorporated Societies. If upon the winding up or dissolution of the organisation there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the organization but shall be given or transferred to some other charitable organization or body having objects similar to the objects of the first organization – or for some other charitable purpose – within New Zealand.