Constitution

RULES OF TARANAKI GOLF ASSOCIATION (INCORPORATED)

1. NAME

1.1 The name of the Association shall be Taranaki Golf Association (Incorporated) (hereinafter referred to as "Taranaki Golf').
2. DEFINITIONS

2.1 "The Parent Association" means New Zealand Golf Incorporated.

2.2 "Taranaki Golf' means Taranaki Golf Association Incorporated.

2.3 "Board" means the board of Taranaki Golf

2.4 "Delegate" means a representative appointed by member clubs to
represent it at general meetings

2.5 "Member Club" means any financial member club of Taranaki Golf

3. OBJECTS

3.1 The objects of Taranaki Golf shall be:

(a) To affiliate with the Parent Association.

(b) To promote and foster the game of golf.

(c) To uphold and preserve the amateur spirit in golf

(d) To arrange and control inter-club, inter-district and inter-provincial matches and competitions as may come within its jurisdiction.

(e) To assist the Parent Association in securing uniformity in handicapping in accordance with the official New Zealand Golf handicapping system.

(f) To arrange itineraries for any professional or professionals who may be available from time to time for coaching in its territory.

(g) To exercise in its territory such of the powers of the Parent Association as that association may specifically delegate to it.

(h) To co-operate with and assist the Parent Association in promoting and fostering the game,

(i) To correlate the dates for tournaments to be held by member clubs.

(j) To assist by all means possible in the settlement of any disputes or differences which may arise between member clubs.

(k) To undertake any other functions that may be consistent with the general objects of Taranaki Golf.

4. POWERS

4.1 Taranaki Golf shall have power to do all such lawful acts and things as are incidental or conducive to the attainment of its objects or any of them and without prejudice to the generality of the foregoing the following powers shall be included in Taranaki Golf’s powers:

(a) To purchase, take on lease or in exchange, hire or otherwise acquire real and personal property and any rights or privileges which Taranaki Golf may think necessary or convenient.

(b) To raise money by subscriptions, levies or otherwise and to grant
any rights and privileges to subscribers and to such members as may from time to time be deemed necessary.

(c) To enter into any contracts, agreements or arrangements with any
person, firm, syndicate, corporation or company Taranaki Golf may deem conducive to Taranaki Golf’s objects or any or either of them.

(d) To invest, lend and deal with the moneys of Taranaki Golf not immediately required for carrying out the objects upon such security and in such manner as may from time to time be determined.

(e) To lend moneys to any member club with or without security.
(f) To make, amend or rescind by-laws or regulations not
inconsistent with these rules pertaining to the carrying out of all or any of the objects of Taranaki Golf.

(g) To borrow or raise money by way of bank overdraft or on mortgage or by the issue of debentures or otherwise howsoever and with or without security.

4.2 Member clubs are expected to comply with these rules and decisions of Taranaki Golf. Any refusal or neglect to comply after one month's notice in writing from Taranaki Golf shall render such club liable to expulsion from Taranaki Golf by a resolution passed at a general meeting of Taranaki Golf passed by not less than two thirds of those present and voting.

5. TARANAKI GOLF TERRITORY

5.1 The territory of Taranaki Golf shall be such part of the North Island of New Zealand as shall be agreed upon with the Parent Association and neighboring Associations.

6. MEMBERSHIP

6.1 Any golf club affiliated to the Parent Association whose course is within the territory of Taranaki Golf on making an application in writing and paying the annual subscription for one year to Taranaki Golf shall become a member of Taranaki Golf on the date of receipt of such application and payment of the subscription.

7. FORM OF APPLICATION

7.1 The application referred to in Rule 6 shall be in such form and shall be accompanied by such documents and data as the Board (hereinafter referred to) shall from time to time prescribe.

8. RESIGNATION

8.1.1 A member club desiring to withdraw from the Taranaki Golf shall give notice in writing to Taranaki Golf of its intention and subject to all outstanding dues being paid such club shall cease to be a member of Taranaki Golf at the expiry of its then current financial year.

9. PRESENT MEMBERS

9.1 The following golf clubs are now affiliated to Taranaki Golf:

The Eltham Golf Club
The Fitzroy Golf Club
The Hawera Golf Club
The Inglewood Golf Club
The Kaitake Golf Club
The Manaia Golf Club
The Manukorihi Golf Club
The New Plymouth Golf Club
The Opunake Golf Club
The Patea Golf Club
The Pungarehu Golf Club
The Stratford Golf Club
The Strathmore Golf Club
The Taranui Golf Club (Men only)
The Te Ngutu Golf Club
The Tumahu Golf Club
The Urenui Golf Club
The Waitara Golf Club
The Waverley Golf Club
The Westown Golf Club

10. DELEGATES

10.1 Each club shall appoint two voting delegates to represent it at all general meetings of the Association except where a member club has only men or women members but not both, then only one delegate shall be appointed.

10.2 A delegate must be a member of the club by which they are appointed.

11. FINANCIAL YEAR

Taranaki Golf’s financial year shall end on the 30th day of September in each year.

12. GENERAL MEETINGS OF TARANAKI GOLF

12.1 The Annual General Meeting of Taranaki Golf shall be held each year on a day to be fixed by the Board but such day shall not be earlier than the 15 November or later than 15 December.

12.2 At each Annual General Meeting a report and a duly audited balance sheet, income and expenditure account for the preceding year shall be presented. A copy of such report, balance sheet, income and expenditure account shall be forwarded to each member club at least 14 days prior to such Annual General Meeting.

12.3 Special General Meetings - a Special General Meeting may be called at any time by the Chairperson of the Board or pursuant to a resolution of the Board and a Special General Meeting shall also be called on a written requisition by not less than three member clubs provided that the requisition shall state the resolution or resolutions to be moved at such meeting.

12.4 Voting at Meetings - at all meetings of Taranaki Golf each delegate present shall be entitled to exercise one vote, and one vote only.

Subject to the provisions hereinafter contained a resolution put to the vote of a meeting shall be decided on a show of hands PROVIDED ALWAYS:

(a) The Chairperson of the meeting shall have the right to require a poll.

(b) That before or immediately after the declaration of the result on a show of hands and before the meeting proceeds to the next business a poll may be demanded by any one delegate. Unless a poll is demanded as aforesaid, a declaration by the Chairperson that a resolution has, on a show of the hands, been carried or carried unanimously or by a particular majority or lost and any entry to that effect in Taranaki Golf’s minute book shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded for or against the resolution.

12.5 Taking of PolI- if a poll shall be taken it shall be conducted forthwith in such a manner as the Chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

12.6 Casting Vote for Chairperson - in the event of an equality of votes whether on a show of hands or at a poll, the Chairperson shall have a casting vote.

12.7 Notice of Meeting - at least 14 days previous written notice of every meeting and of the business to be transacted thereat shall be given to each member club.

12.8 Quorum - delegates personally present shall form a quorum at any meeting provided such delegates represent not less than 12 of the total voting strength of member clubs.

12.9 Chairperson - the Chairperson of the Board shall take the Chair at any meeting and failing his/her doing so the delegates present shall elect a Chairperson.

13. BOARD & COMMITTEES

13.1 The affairs of Taranaki Golf shall be managed by a Board consisting of the Men's Committee President, the Women's Committee President and four other elected members.

13.2 The four elected members of the Board will comprise at least one of each gender and shall be elected by postal vote prior to the Annual General Meeting of Taranaki Golf by the member clubs, and shall come into office immediately upon their election and shall hold office until their successors shall come into office. Four members personally present shall form a quorum of the Board. The election of the Board and the Committees for the subsidiary Men's and Women's Committees will be achieved in accordance with the following process:

(a) Written nomination for nominees for:

i. Four board Members

ii President, Vice President and Committee Members of the Men’s
Committee

iii President, vice President and committee Members of the Women’s
Committee

All nominations are to be signed by two officers of the Member Club accompanied by the written consent and curriculum vitae of each nominee. Nominations must be received by the CEO not less than 28 clear days before the date of the Annual General Meeting.

(b) Not less than 14 clear days before the date of the Annual General Meeting, the CEO will post to all Member Clubs a voting paper listing all nominees for the Board, Men's Committee and Women's Committee and such information as may be supplied to the CEO by or on behalf of each nominee in support of the nomination.

(c) For votes to be valid voting papers must be returned to the CEO at the registered office of Taranaki Golf by delivery or facsimile not later than 4.00 p.m. on the second day before the Annual General Meeting.

(d) The CEO and a person nominated by the Board will act as scrutineers for the counting of the votes and destruction of voting papers with the results being announced by the Chairperson at the Annual General Meeting.

(e) If there are insufficient nominations received any vacancies shall be filled by election at the Annual General Meeting with nominations being made from the floor at the Annual General Meeting.

13.3 Subsidiary Men's and Women's Committees will be elected at the Annual General Meeting of Taranaki Golf and the functions of these committees will be conducted in accordance with the Rules set out in Schedules A and B.

13.4 The Board may delegate any of its powers to sub-committees consisting of such delegates or officers as it may think and may co-opt such other persons not being delegates for such committees as it may deem advisable. The appointment of the members of committees and the Chairperson of each committee shall be made by the Board after receipt of recommendations from the President. Each sub-committee shall include one member of the Board, if this is not viable, then each committee shall be represented at all meetings of the Board by at least one of its members.

13.5 Each committee shall have such powers and shall conform to such directions as may be given by the Board.

13.6 The powers and duties of each committee shall be defined by the Board and shall apply until varied by resolution of the Board.

13.7 There shall be an Emergency Committee consisting of the CEO and two elected Board Members. The Emergency Committee is empowered to deal with any urgent matters requiring an immediate decision. Whenever possible the Emergency Committee shall co-opt the Chairperson of any other committee concerned with the matter requiring a decision. The Emergency Committee shall submit its decision to the next meeting of the Board to be ratified.

13.8 Meetings of committees may be held by telephone if considered appropriate by the
Chairperson.

13.9 Each committee shall report to each meeting of the Board.

13.10 A member of the Board may resign their office by writing under their hand delivered to the CEO and in such case or in the case of his or her death or incapacity or his or her absence without leave of the Board from three consecutive meetings thereof his or her office shall become vacant. Any vacancy in the Board occurring during its term of office may be filled by the Board by the appointment of a member of a member club of Taranaki Golf.

13.11 At all meetings of the Board each member present shall have one vote and the vote of the majority personally present and voting on the question shall rule except where otherwise provided in these Rules. The Chairperson of any meeting shall have a deliberative as well as a casting vote. The Chairperson, if present, shall preside at meetings of the Board and failing him or her, the members present shall elect one of their members to take the Chair.

14. OPERATIONS OF THE BOARD

The Board:

14.1 Will elect its own Chairperson at the first meeting following the Annual General Meeting of Taranaki Golf.

14.2 Will have control of the day to day management of the affairs of Taranaki Golf and will have power to act on behalf of Taranaki Golf in accordance with the Rules and may delegate any responsibility to the Men's Committee and/or the Women's Committee as applicable.

14.3 May co-opt any specialist services it deems necessary.

14.4 Will create strategies to further Taranaki Golf’s objectives.

14.5 Will have control and oversight of all Taranaki Golf finance and ensure that they are administered in line with Taranaki Golf policy.

14.6 Will act as the disciplinary and appeal committee for Taranaki Golf for any player of club matter brought to its attention in accordance with the disciplinary policy set out in the By-Laws.

14.7 Will provide business plans and budgets that will ensure continued growth and development of Taranaki Golf.

14.8 Will consult and work closely with the Men's Committee and Women's Committee to ensure golf is administered in a professional manner at all times.

14.9 Will nominate or appoint appropriate persons to represent Taranaki Golf at meetings of the Parent Body.

15. CHIEF EXECUTIVE OFFICER

15.1 The Board of Taranaki Golf will employ a Chief Executive Officer (“CEO”) and such other staff as may be necessary to administer the affairs of Taranaki Golf

15.2 The CEO of the TGA shall be appointed by the Board, either as an employee or a Contractor, for the implementation of the Board’s policies and the effective operation of the TGA in all areas including but not limited to:

  • Marketing of the TGA
  • Arranging and extending sponsorship.
  • Liaising with and supervising any TGA staff including contractors
  • Secretarial responsibilities to theBoard and such committees as the Board directs
  • Preparation and management of financial accounts

15.3 The CEO shall be an ex-officio member of all sub-committees responsible for different areas of the Association’s operation but shall not have voting rights.

16. SUBSCRIPTION

16.1 Each member club shall pay an annual subscription of such amount as may be fixed at the Annual General Meeting each year. The subscription shall become due and payable on the 1st day of April in each year and if unpaid on the 30th day of June all rights of membership of the member club in default shall be suspended until the subscription is paid.

17. APPOINTMENT OF AUDITOR

17.1 Taranaki Golf shall appoint an Auditor who shall audit the accounts prior to the Annual General Meeting.

18. PROPERTY & FUNDS

18.1 The property and funds of Taranaki Golf shall be applied to the objectives of the organization solely towards the promotion of the objects of Taranaki Golf in such manner as the Board shall from time to time resolve.

18.2 Any income, benefit or advantage shall be applied to the objectives of the organization. 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.

Any such income shall be reasonable and relative to that which would be paid to an arms length transaction (being open market value).

And the provisions and effect of this clause shall not be removed from these rules and shall be included and implied into any document replacing these rules

19. OFFICE

19.1 The Office of Taranaki Golf shall be at such place as the Board shall from time to time determine.

20. ALTERATION TO RULES

20.1 These rules may be altered. added to or rescinded at any Annual General Meeting or Special General Meeting subject to the following conditions:

20.2 Notice of any proposed alteration in or addition to or rescission of the Rules shall be posted to each member club entitled to receive notices under these rules at least 14 days prior to the date of the meeting, at which such alteration or addition is to be considered.

20.3 The meeting may amend any such proposals.

20.4 No addition to or alteration or rescission of the rules shall be approved if it affects the aims, personal benefit clause or the winding up clause.

The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing these rules.

21. HONORARY LIFE MEMBERS

21.1 At any Annual General Meeting of Taranaki Golf or at any Special General Meeting of Taranaki Golf called for the purpose any person recommended by the Board who has rendered outstanding service to Taranaki Golf may be elected a Life Member of Taranaki Golf.

22. COMMON SEAL

22.1. The Association shall have a Common Seal which shall be kept in the custody of the CEO and which shall not be affixed to any document or instrument except pursuant to a resolution of the Board and in the presence of the General Manager and two members of the Board who shall sign any deed or instrument to which the Seal is affixed.

23. DISSOLUTION

23.1 Any decision that the affairs of Taranaki Golf be wound up shall be governed by following procedure:

(a) Notice of motion of the proposed winding up or dissolution must be given in accord with the Rules of Taranaki Golf and any resolution for such winding up or dissolution must be confirmed by further extraordinary General Meeting held not earlier than thirty days and no later than sixty days after the date on which the resolution so to be confirmed was passed.

(b) If upon the winding up or dissolution of Taranaki Golf there remains after the satisfaction of all its liabilities any property whatsoever the same shall not be paid to or distributed among the members of Taranaki Golf but shall be given or transferred to some other Association, body or institution having objects similar to the objects of Taranaki Golf. Such association, body or institution to be determined by a majority of the members of Taranaki Golf present in person at a General Meeting to be held according to the Rules of Taranaki Golf at or before the dissolution and in default thereof to such association, body or institution as the Registrar of Incorporated Societies or High Court of New Zealand, or a Judge thereof, or in the event of any appeal being made, the relevant Appeal Authority may direct.

24. ADOPTION OF RULES

24.1 At its Annual General Meeting held at the
Taranaki Golf Association Incorporated resolved to alter its Rules by adopting this set of rules in lieu of the previous Rules.