The Cambridge Business Chamber Constitution

1. INTERPRETATION

In these rules any reference to:

‘Officer(s)’ mean the Chairperson, Deputy Chairperson, Financial Manager, Secretary and up to five Committee Members elected on to the Executive Committee by the Members at an Annual General Meeting.

‘The Act’ means the Incorporated Societies Act 1908 and any amendment or any Act passed in substitution for it.

‘The Chamber’ means the Cambridge Chamber of Commerce (Incorporated), which operates as the Cambridge Business Chamber.

‘The Committee’ means the Executive Committee constituted in accordance with these Rules.

‘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:
  • The promotion and retention of commerce and industry that falls within the jurisdiction of the Chamber. 
  • The collection and dissemination of information on all relevant matters of interest to the commercial community.
  • The role of the Chamber be one of advocacy.
  • The formation of rules whereby the transaction of business may be facilitated.
  • 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.
  • To develop awareness and understanding of the Chamber by distributing relevant information relating to activities of the Chamber
  • 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.
  • To invest any monies of the Chamber not required for immediate use.
  • 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.
  • The strengthening of Cambridge and Districts place as an eminent commercial industrial tourist and cultural centre.
  • Assisting the development of Cambridge and Districts as a desirable environment for our citizens.
  • 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 Committee may confer the designation of Life Member on any person whose outstanding contribution or services to the Chamber it desires to recognize.  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

a.         The annual subscriptions for membership in each year shall be determined by the Committee.

b.         The annual subscriptions shall be due and payable on the 20th day of the month in which the subscription falls due.

c.         If a membership has been suspended for non-payment of the Member’s subscriptions, the Board may re-admit the former Member without re-acceptance on payment by the former Member of subscriptions then due and owing.

d.         Members may elect to pay their annual subscriptions by way of annual or monthly direct debit.

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 wishing 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, resigned from the Chamber for:
  • Non -payment of subscriptions/membership fees.
  • Failing to observe any rule of the Chamber
  • 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 Special 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).The implementation of any new rules, if approved, shall commence at the conclusion of the Special General Meeting or Annual General Meeting at which they were approved.

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 ANNUAL GENERAL MEETING OR SPECIAL GENERAL MEETING

No business shall be transacted at any Annual General Meeting 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. 

The method of voting for the election of officers at an Annual General Meeting shall be determined and advised at the time nominations are called for and shall permit but not be limited to; one only of -advance voting, online, secret ballot and/or where attendance is required. 

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 EXECUTIVE COMMITTEE OF THE CHAMBER

a. The Officers of the Committee of the Chamber shall consist of:

  • President/Chairperson
  • One Vice President/Deputy Chairperson
  • Financial Manager
  • Secretary
  • Up to five Committee Members

b. The candidates for election to office must be proposed and seconded. Only persons who are financial Members of The Chamber may propose or second a nominee. The nominator can be another Member of the nominee’s organisation; however, the seconder must be a Member from outside of that organisation. Such nominations shall be lodged with the Secretary not less than fourteen days prior to the day of the Annual General Meeting.  

c. Such Officers shall be elected for a three-year term in accordance with this clause.  However, any casual vacancy on the Committee may be filled by the Committee, provided that the Committee shall not be obligated to fill casual vacancies unless the number of Committee Members is less than three and the person appointed to a casual vacancy will hold office until the end of the following Annual General Meeting.  

d.  Any Officer absent for three successive meetings without leave of absence will at the discretion of the Committee cease to be an Officer of the Executive Committee.  

e. Immediately following the Annual General Meeting the Committee will appoint a Chairperson, Deputy Chairperson, Financial Manager and Secretary. If more than one Officer stands for each office, then the matter shall be decided by vote of those Officers present. Such vote shall be conducted in such a manner as the Chairperson of the meeting shall determine. Such Chairperson shall declare the result of the vote and such declaration shall be final and conclusive. In the event of a casual vacancy of any office of an Officer, the Committee shall vote on a replacement at the first meeting after the vacancy arises.  

f. Officers shall hold office until:
    (i)       they are no longer an Officer; or 
    (ii)      the re-election of new Officers takes place under clause 18(e); or
    (iii)     75% of the full Executive Committee passes a vote of no confidence in the                                          Officer.  

g. Immediately following the first Annual General Meeting after the passing of these rules, the Committee shall determine which one-third of the Committee shall hold office for one year, which one-third for two years and which one-third for three years, so that thereafter one-third of the Executive Committee positions shall be due for election every year. In the first instance Officers may be asked to volunteer, but if there is an insufficient or an excessive number of volunteers then the matter shall be determined by ballot.  

h. Notwithstanding the usual three-year term, the Executive Committee may determine when a casual vacancy has occurred during an Officer’s term and they may be replaced at the following Annual General Meeting by an Officer for the remainder of the term the outgoing Officer would have served. 

i. A retiring Officer shall hold office until the closure of the meeting at which the Officer retires. An Officer who retires is available for subsequent re-election.   

j. An Officer who is not re-elected for a further term, shall hold office until the end of the Annual General Meeting. The appointment of the new Committee shall take effect immediately following the conclusion of the Annual General Meeting.    

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 Chairperson  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:

  • 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.
  • To fill any vacancy in their number during the year.
  • To co-opt such other person that the Committee deems has the sufficient expertise/experience necessary to assist the Committee. The terms of such appointment (including any voting rights) shall be determined by the Committee at the time of the co-opt being made.
  • 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.
  • 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.
  • To control and invest the funds of the Chamber in accordance with the provisions of these rules.
  • 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 & qualified person to review the annual accounts, with this person to be nominated by the board in conjunction with the CEO, prior to the Annual General Meeting.

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 Chairperson, the Deputy Chairperson, Secretary, Financial Manager, a Committee Member or a Chamber employee with delegated authority.

26. ORGANISATION FUNDS

a. Any income, benefit or advantage shall be applied to the charitable purposes of the organisation.  

b. No individual Member or associated person shall receive any form of private income, benefit or advantage from the operations.  

c. No Member of the organisation or any person associated with a Member shall participate in or materially influence any decision made by the organisation in respect of the payment to or on behalf of that Member or associated person of any income, benefit or advantage whatsoever.  

d. 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).  

e. 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 organisation but shall be given or transferred to some other charitable organisation or body having objects similar to the objects of the first organisation – or for some other charitable purpose – within New Zealand.

 

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