MHS RULES

RULES OF
THE MARLBOROUGH HISTORICAL SOCIETY INCORPORATED.

1. THE NAME of this Society is the MARLBOROUGH HISTORICAL SOCIETY INCORPORATED, herein after called the 'Society'.

2. THE OBJECTS for which this Society is established are:-

(a) To encourage an interest within the Marlborough Province in the study of history in its broadest sense.

(b) To foster and to maintain a public appreciation of places, things, and events of historical interest within the Marlborough Province.

(d) To discover, collect, preserve, store and display any chattels, records, and archives of historical value to the people of the Marlborough Province.

(e) To revive and sustain an interest in and an appreciation of the history and achievements of the past and present inhabitants of the Marlborough Province.

2.1 THE AIMS of this Society are :-

(a) To hold or provide for the permanent preservation of chattels, records, or relics of historical interest and for this purpose to establish or to promote the establishment of a museum, replica historical village, museum park, and the like.

(b) To establish an historical reference library and district archives and to collect and store historical records relating to Marlborough and to encourage their use.

(c) To search for and to proclaim, renovate, restore, display, mark or otherwise protect, such natural features, rocks, trees, fortifications, battlegrounds, structures, buildings, machinery, and other like objects or places associated with famous or historical events relating to the Maori and European settlement of the Marlborough Province.

(d) To encourage and promote an interest in, and a public appreciation of, the history and development of Maori and European settlements in the Marlborough Province.

(e) To investigate and to establish the proper meanings and origins of all local place names and to ensure their correct geographical usage and spelling.

(f) To assist with the protection of all archaeological sites in the Marlborough Province and to institute scientific excavation to discover and preserve relics, objects, and chattels of historical interest, subject to any relative statutory controls and to the obtaining of permission from land owners and the approval and goodwill of any Maori community who may be involved.

(g) To seek assistance from the public, and from local and central government and other appropriate agencies and societies, and to co-operate with them to achieve all or any of the Society's objects.

(h) To obtain finance to assist with achieving the Society's objects through public appeals, subscriptions, bequests, grants, borrowing, charging for services provided, charging for entry, or by any other legal means; and such funds may be invested.

(i) To provide, purchase, rent, borrow or otherwise obtain and also to lease, sell or dispose of any land, objects, chattels, goods, livestock, souvenirs, refreshments, buildings, and the like and to enter into any mortgage or contract with any person or persons or body to achieve all or any of the Society's objects.

(j) To operate retail shops, restaurants, and the like and to hire and provide services; in association with the achieving of the Society's objects.

(k) To employ staff.

(l) To record or to publish the activities, proceedings, and discoveries of the Society and of any of its members and of any appropriate research, and to generally educate the public about the history of the Marlborough Province.

(m) To co-operate with or to work with, or to operate in association with, or to assist in all other ways, any bodies or groups of people having similar purposes and aims to those of the Society, especially the Brayshaw Museum Park Administrators Incorporated.

(n) To do all of the above and such other things as are incidental to or conducive to the attainment of the Society's objects, subject to any legal or statutory limitations.

3. MEMBERSHIP of the Society shall include all persons and bodies who have been elected from time to time in accordance with the rules of the Society or who were elected at the inaugural meeting of the Society held on the 8th December 1955.

3.1 CANDIDATES F0R ELECTION to any class of membership shall make application in writing to the Secretary and may be elected by a resolution passed at any Annual General, General, or Committee Meeting of the Society. Every newly elected member shall forthwith be notified in writing by the Secretary and be required to pay the appropriate subscription to the Society within one month of the date of notification, or otherwise their election shall be void.

3.2 CLASSES OF MEMBERSHIP shall be as follows :-

(a) MEMBERS who shall pay an annual subscription of $14.00 (Including G.S.T.); or, where two or more members live at the same address they may elect to name two members to vote on their behalf and pay an annual Family Joint Membership subscription of $20 (Including G.S.T.): or in each case such other amounts as may be resolved from time to time by an Annual General or Special General Meeting upon the recommendation of the Committee.

(b) HONORARY LIFE MEMBERS who shall not be required to pay an annual subscription may be elected at an Annual General Meeting upon the recommendation of the Committee in recognition of services rendered to the Society over a substantial period of time.

(c) ENDOWMENT MEMBERS who shall not be required to pay an annual subscription and who were elected prior to the 1st January 1989 upon the payment of a sum specified in the Rules at the time of their election.

(d) CORPORATE MEMBERS who shall be corporate or incorporated bodies who in the opinion of the Committee satisfy the following requirements :-

(i) Bodies having any similar aim or aims to those of the Society and with whom the Society wishes to maintain contact, or wishes to give to or receive assistance from, or wishes to operate in association with; who shall pay an amount of annual subscription as may be resolved from time to time by an Annual General or Special General Meeting upon the recommendation of the Committee, being not less than the amount of the Family Joint Membership subscription in (a) above

(ii) Bodies who wish to provide the Society with regular annual financial support who shall pay an annual subscription, being not less than ten (10) times the amount of the Member's subscription in (a) above, as may be decided by the Corporate Member from time to time.

Corporate Members may participate in the Society's activities but shall have no more privileges and no more voting rights than those to which any other class of Member is entitled to, provided that prior to each Annual General Meeting, or at any other time thereafter, the Corporate Member shall advise the Secretary in writing of the names of three (3) persons appointed as its representatives to attend meetings and to vote on its behalf, and to receive the privileges and to undertake the responsibilities of membership of the Society.

The Society shall not be responsible for any debts or for any damages or liabilities arising from the actions or operations of any Corporate Member or of its members, representatives, or invitees, except as may be specified by an agreement made between the Society and any Corporate Member under the provisions of Rule 10.

3.3 PRIVILEGES AND RESPONSIBILITIES of membership include entitlement to all of the privileges of the Society and participation in its activities; but members shall be obliged to co-operate with other members to achieve the Society's objects, and shall carry out such tasks and responsibilities as they may undertake to the best of their abilities; provided that the privilege of holding office in the Society and voting upon resolutions at any meeting shall be reserved to members who are 18 or more years of age.

3.4 MEMBERS IN ARREARS OF SUBSCRIPTIONS shall lose membership privileges as follows :-

(a) Any member whose subscription or whose Family Joint Membership subscription or Corporate Member subscription is in arrears for more than six months following the last Annual General Meeting shall not be entitled to vote at any meeting of the Society, nor shall the member be entitled to receive any free publications or take part in any activity that is paid for out of the Society's funds.

(b) Any member whose subscription or whose Family Joint Membership subscription or Corporate Member subscription is in arrears for more than twenty four months shall cease to be a member of the Society forthwith; provided that the Committee may at its discretion reinstate the member upon payment to the Society of both the outstanding and current subscription.

3.5 RESIGNATION OF MEMBERS who are not in arrears of their subscription shall be by giving the Secretary written notice of their resignation and they shall forthwith cease to be a member of the Society.

3.6 MEMBERSHIP MAY BE WITHDRAWN from a member by resolution of the Committee because of disability, neglect of the responsibilities of membership, misconduct, or for any other reason affecting the well being of the Society. The Secretary shall advise the member of the decision in writing forthwith, and the member may appeal against the decision within one month of receiving such written notification, in accordance with the appeal provisions of these Rules.

4. MEETINGS OF THE SOCIETY shall be convened and conducted as follows :-
4.1 THE ANNUAL GENERAL MEETING of the Society shall be held within three months of the end of the Society's financial year for the purposes of receiving and adopting an annual report, the audited Financial Statement, and to appoint a Patron, Office Bearers, Auditor, Committee members and representatives on other bodies.

4.2 GENERAL MEETINGS of the Society shall be held regularly or be called at any time by the Committee for the purposes of the normal conduct of the Society's business or activities.

4.3 SPECIAL GENERAL MEETINGS of the Society shall be called by the Committee to make alterations to the Society's Rules, or to consider and determine such matters which these Rules may require to be submitted to a Special General Meeting for resolution, or to consider any matter requiring a decision before the next Annual General Meeting.

4.4 COMMITTEE AND SUB-COMMITTEE MEETINGS shall be held regularly and may be called at any time by the President or the Sub-Committee convener.

4.5 NOTICE OF GENERAL MEETINGS which are to be held regularly may be given to members from time to time in writing, or, in any other case by advertisement in a newspaper circulated in the Marlborough Province at least three days before the meeting is to be held.

4.6 NOTICE OF ANNUAL GENERAL MEETINGS AND SPECIAL GENERAL MEETINGS shall be given by advertisement in a newspaper circulated in the Marlborough Province or by Notice sent by post to the last known address of every member at least seven days before the meeting is to be held, and at least twenty one days before the meeting is to be held where any alteration to the Society's Rules is to be considered. Such advertisement or Notice by post shall indicate the nature of the special business to be considered and shall be regarded as giving due notice to all members of such meeting.

4.7 THE QUORUM for any Annual General, Special General, or General Meeting shall be twelve (12) voting members of the Society present at the meeting, and for Committee and Sub-Committee meetings shall be a majority of all the appointed members of such Committee and Sub-Committee.

4.8 VOTING on any resolution shall be on voices, or, be on a show of hands or by secret ballot if either method is demanded by any voting member present at the meeting. In the event of tied voting the Chairperson for the meeting may exercise a casting vote, or otherwise the resolution shall be placed before the next Annual General, Special, General, or Committee or Sub-Committee meeting as is appropriate.

4.9 ANY NOTICE OF MOTION shall be given to the Secretary in writing, or be advised verbally at any meeting of the Society by the mover, who must be a voting member; or by a resolution passed at any Committee Meeting for consideration at the next Annual General, Special General, or General Meeting of the Society. The motion for which notice has been given shall be considered within two months of the date of the notice at an appropriate meeting, or at a Special General Meeting called for the purpose, or otherwise as required by these Rules; unless the Notice of Motion is withdrawn by the mover, or, in the case of a Notice of Motion by the Committee, by a resolution of the Committee.

4.10 THE REVOCATION OR ALTERATION OF A RESOLUTION passed at any meeting may be agreed to at the same meeting by the unanimous vote of those voting members present, or may be agreed to at any subsequent meeting provided that at least 21 days notice of a motion to do so has been given in accordance with Rule 4.9. No resolution shall be deemed to have been revoked or altered by any subsequent resolution unless the original resolution is referred to in the subsequent motion and unless the procedures in this Rule have been followed.

4.11 PROPER MINUTES shall be kept of all meetings and shall be held by the Secretary and shall be available for inspection by any member of the Society.

4.12 A REQUEST TO HOLD A MEETING may be made in writing to the Secretary and shall be signed by five (5) or more voting members if they consider that the President, Committee, or any Sub-Committee convener has failed to call sufficient meetings to adequately refer matters to any meeting; or to discuss any matter specified in the members' request to hold a meeting.

4.13 PROCEDURES REGULATING THE CONDUCT OF MEETINGS other than those contained in these Rules may be resolved from time to time, or otherwise in accordance with popular practice, or according to appropriate New Zealand Standard Specification for public meetings.

5. OFFICERS, COMMITTEE MEMBERS AND REPRESENTATIVES of the Society shall be appointed as follows, and shall hold office until the appointment of their successors :-

5.1 THE ANNUAL GENERAL MEETING shall appoint by election :-

(a) A Patron who shall be nominated by the Committee.

(b) A president, Vice President, Secretary, and Treasurer.

(d) An Honorary Solicitor may be appointed.

(e) At least four (4), but, but not more than eight (8) Committee Members elected from the voting members of the Society.

(f) By resolution at the Annual General Meeting the Society may invite the appointment to the Committee of representative(s) from any body or bodies with whom the Society wishes to maintain a close relationship; provided that the total number of such representatives shall not exceed one for every five elected members on the Committee, including Office bearers; and provided that such representatives shall only have voting rights at Committee meetings.

(g) Such Representatives of the Society as may be required to attend and vote on behalf of the Society at the meetings of any other body with which the Society is a member.
(h) Election of Officers shall be conducted by the Returning Officer and may include postal ballot of all financial members.

Should the Annual General Meeting fail to appoint any Officer or sufficient numbers of Committee Members, or should any Officer or Committee Member resign or be removed from office, the Committee may appoint any voting member it may choose to fill the vacancy until the next Annual General Meeting.

5.2 THE COMMITTEE MAY APPOINT suitable persons to fill the following additional offices :-

(a) A Keeper of Records whose duties shall be to record, file, and care for archives, records, and similar material in the custody of the Society, and to issue acquisition receipts for the same.

(b) An editor to compile and publish any historic records or research, or any other item of historical value to members and the people of the Marlborough Province.

(d) Liaison Officers to keep the Committee informed about the operations of any body or persons with similar objects with whom the Society wishes to retain contact.
(e) A Returning Officer to conduct Election of officers and other Society ballots as required.

5.3 THE COMMITTEE MAY REMOVE ANY OFFICER from office and may remove any appointed member from membership of the Committee for disability, involving neglect of duty, misconduct, disloyalty, incompatibility, unsuitability, or for being absent without leave from three consecutive meetings of the Committee; provided that an appeal against the Committee's decision may be made in accordance with Rule 8.

6. THE COMMITTEE of the Society shall consist of the President, Vice-President, Secretary, Treasurer, and such Committee Members as are appointed under the provisions of Rule 5.1 (e) and (f).

6.1 THE DUTIES OF THE COMMITTEE shall be to manage the affairs of the Society and to allocate its resources of membership, assets, and finances to achieve the objects of the Society.

6.2 THE COMMITTEE MAY ESTABLISH SUB-COMMITTEES for the purpose of managing any specific aspects of the Society's operations and may delegate to such Sub-Committees any duties or responsibilities as the Committee may decide, and may appoint conveners and any member of the Society or any other suitable person as voting members of any Sub-Committee; and may disband any Sub-Committee, or remove any convener or Sub-Committee member in accordance with the provisions of Rule 5.3.

6.3 THE COMMITTEE MAY CALL SPECIAL GENERAL MEETINGS of the Society by resolution, for the purpose of conducting business of a special nature required to be dealt with before the next Annual General Meeting, or for any purpose required by these Rules.

7. THE FINANCES of the Society shall be managed as follows :-

7.1 ALL MONIES RECEIVED by or on behalf of the Society shall be paid into a bank account operated by the Treasurer and at least one other member appointed by the Committee as joint trustees; and subject to any to any directions given from time to time by the Committee the trustees may withdraw such sums as are required to make payments in connection with the Society's operations.

7.2 SPECIAL BANK ACCOUNTS may be authorised by the Committee, not withstanding Rule 7.1 above, to facilitate the management of finances relating to any specific aspect of the Society's operations. All monies received shall be paid into the special bank account which shall be operated by at least two members appointed by the Committee as joint trustees; and subject to any directions given from time to time by the Committee the trustees may withdraw such sums as are required to make payments in connection with the specific aspect of the Society's operations.

7.3 ANY FUNDS NOT IMMEDIATELY REQUIRED MAY BE INVESTED by the trustees, in consultation with the Committee; provided that such funds are invested only with a registered bank, a finance company controlled by a registered bank, an investment secured by government guarantee, or in government or local body stock. Should the Trustees invest the Society's funds in contravention of this Rule, under the provisions of the Trustees Act they will be personally liable for any resulting loss.

7.4 DONATIONS AND LEGACIES made to the Society, unless they are specified for any particular purpose, shall be part of the general funds and may be utilised as the Committee thinks fit.

7.5 FUNDS MAY BE TRANSFERED to or received from any Trusts or other corporate or incorporated bodies for the purposes of achieving the objects of the Society; subject to a resolution passed at an Annual General Meeting or at a Special General Meeting called for the purpose and subject to the requirements of Rule 10.

7.6 AUTHORITY TO BORROW FINANCE and in particular to mortgage or to issue debentures charged upon any or all of the property owned by the Society shall be subject to a resolution passed at an Annual General Meeting, or at a Special General Meeting called for that purpose.

7.7 CONTRACTS may be entered into by the Committee for the performance of works and Services, or the purchase or renting or sale or leasing of goods, chattels, land and buildings, or for the employment of staff and contractors, or to borrow or lend monies; provided that such contracts are in made accordance with the requirements of Section 15 of the Incorporated Societies Act 1908 and Amendments, and that unless otherwise required by these Rules, where any contract is expected to exceed a total sum of $350. 000, or such sum as may be resolved from time to time by an Annual General Meeting, or is expected to exceed 40% of the total funds held by the Society, whichever is the smaller, the Committee shall first obtain authority by a resolution passed at an Annual General Meeting, or at a Special General Meeting called for that purpose.

7.8 THE FINANCIAL YEAR of the Society shall end on the 30th June, of each year, or at such other time as may be resolved at an Annual General Meeting upon the recommendation of the Committee.

8. APPEALS may be made by any member or members against the conduct of the activities of the Society, or against any decision by the Committee or by any Sub-Committee, or against the action or actions of any member or members, which in the opinion of the appellant(s) may be considered to be injurious to the welfare or character or public esteem of the Society or of any of its members or of the appellant(s), or be contrary to these Rules. Appeals shall be made and determined according to the following procedures :-

(a) Appeals must be made in writing to the Secretary setting out in detail all the grounds upon which the Appeal is based, and must be dated and signed by the appellant(s).

(b) The Committee shall consider the Appeal forthwith and shall enable the appellant(s) to make their Appeal in person to the Committee, with or without legal counsel.

(c) When the Appeal is against the conduct of any of the Officers of the Society or against any decision of the Committee, and no mutual agreement is reached between the Committee and the appellant(s), the matter shall be referred to a Special General Meeting of the Society for a decision.

(d) When the Appeal is against the conduct or actions of any member or members, they shall be advised of the Appeal and the grounds thereof and they may attend when the Committee hears the Appeal and they shall be entitled to be heard in defence against the Appeal, with or without legal counsel.

(e) When the Appeal is against a decision of the Committee made under the provisions of Rule 3.6 or of Rule 5.3, or when the Appeal is against the conduct or actions of any member(s), and no mutual agreement is reached between the appellant(s) and the Committee or between the appellant(s) and any other member(s) involved with the Appeal, and the Committee does not decide on the Appeal, the Appeal shall be referred to two or three arbitrators to be separately appointed by the appellant(s), the Committee, and any other member(s) involved, pursuant to the Arbitration Act; and the decision of the arbitrators shall be final.

9. THE SEAL OF THE SOCIETY shall be held by the Secretary and shall only be affixed to any document when authorised by a resolution of the Committee and in the presence of two members of the Committee who shall both place their signature along with the Secretary's counter-signature on every document to be sealed.

10. BEFORE ANY JOINT PROJECT OR OTHER FORMAL CO-OPERATION with any Corporate Member(s) or with any other corporate or incorporated body is commenced, hereinafter called the Participating Body or Bodies, the Society and the Participating Body or Bodies shall formally agree in writing about their separate and joint responsibilities associated with the joint project or other formal co-operation and in particular with the following :-

(a) Responsibility for management and direction.

(b) Financing arrangements, including the raising of finance for the project, responsibility for receiving monies and for making payments, the financial control of the project and the appointment of trustees, the investment, distribution, or disposal of surplus funds and the apportionment of any deficit; and the making of any legal agreements required for the raising and repayment of any loan or loans whether made between the Society and the Participating Body or Bodies, or between the Society or any of the Participating Bodies and any other person or body.

(c) Any conditions and requirements of the Society to be placed on the membership of the Participating Body or Bodies in connection with the use of the Society's buildings, plant, materials, land, chattels, or other resources; and in particular to ensure compliance with the requirements of the Brayshaw Museum Park Administrators Incorporated for any joint project or operation carried out within the Brayshaw Museum Park.

11. MATTERS NOT PROVIDED FOR IN THESE RULES but which fall within the objects of the Society shall be determined by the Committee, but should any member object in writing to the Secretary within fourteen (14) days of the Committee's decision, not withstanding the provisions of
Rule 8, the matter shall be referred to a Special General Meeting called to consider the matter and the decision of the Special General Meeting shall be final.

12. ANY ALTERATION TO THESE RULES whether by any revocation, addition, or revision shall not be made unless by a resolution passed by a majority of not less than three-fourths of the voting members present at an Annual General Meeting or at a Special General Meeting called for the purpose; provided that a Notice of Motion has been lodged with the Secretary or resolved by the Committee at least thirty (30) days prior to the meeting and that twenty-one (21) days notice of the meeting has been given in accordance with Rule 4.6; and provided that no alteration to these Rules shall alter the exclusively charitable nature of the Society.

13. THE WINDING UP OF THE SOCIETY may be decided voluntarily by a majority of voting members present at an Annual General Meeting or at a Special General Meeting called for the purpose at which the disposal of the Society's assets etc may be decided; provided that the Winding Up of the Society shall not happen until the resolution to Wind Up the Society is confirmed at a Special General Meeting called for that purpose not sooner than thirty (30) days nor later than ninety (90) days after the day on which the resolution to Wind Up the Society was passed.

13.1 UPON THE WINDING UP OF THE SOCIETY whether voluntarily, or upon compulsory Winding Up by the High Court under Sections 25 and 26 of the Incorporated Societies Act 1908 and Amendments, or upon Dissolution by the Registrar under Section 28 of the said Act, the Society's historical assets, property, records, archives, collections and chattels and the buildings housing them and the land there under, shall be distributed only to such trusts, or corporate and incorporated bodies and societies that have similar charitable objects, and where possible and practicable these shall be retained within the Marlborough Province; or alternatively they shall be held in trust by any statutory local or regional authority located wholly within the Marlborough Province, or shall be disposed of in the manner decided by the High Court or by the Registrar under the provisions of the said Act. Any money and other assets or property, or any money received from their sale, shall be disposed of in a similar way after payment of all costs, debts and liabilities.

13.2 PECUNIARY BENEFIT

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

(b) 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.

(c) Any such income shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value).

(d) The provisions and effect of this clause shall not be removed from the document and shall be included and implied into any document replacing this document.

(Note: The wording of this clause has been provided by the Inland Revenue Department as its requirement for the purposes of making the Society a non-tax body for the purposes of income tax legislation.)

14. THE SOCIETY MAY MAKE REGULATIONS for the following purposes :-

(a) To regulate and make policies for the acquisition, recording, holding, storage, use, hire, lending and disposal of chattels, records and relics of historical interest.

(b) To regulate and make policies for the photographing, copying, publishing and reproducing in any way of the Society's chattels, records and relics of historical interest; and to the setting of any fees or copyright charges.

(c) To regulate and make policies for the administration, operation and development of the Society's archives and museum complex and the surrounding areas at the Brayshaw Museum Park; and to prescribe the responsibilities and duties of persons appointed with or without remuneration, to direct and control any part or parts of the complex and the Society's operations therein; and to regulate public usage of the complex; and to prescribe entry charges, fees and the like.

(d) To regulate and make policies for the administration, operation and development of the buildings, displays, and surrounding areas comprising the reproduction of the replica historic township of Beavertown at the Brayshaw Museum Park; and to prescribe the responsibilities and duties of persons appointed with or without remuneration, to direct and control any part or parts of the Society's operations within Beavertown; and to regulate public usage of Beavertown; and to prescribe entry charges, fees and the like.

(e) To regulate and make policies for carrying out of joint projects or other formal co-operation with any other bodies in accordance with Rule 10.

(f) To regulate and to make policies in a similar manner to those described in (d) above for the carrying out of such other projects as may be undertaken by the Society from time to time.

Provided that such regulations shall not be inconsistent with the Rules of the Society; and that such regulations may be made, amended, or rescinded on the recommendation of the Committee by a resolution passed at an Annual General Meeting, or at a Special General Meeting called for the purpose, and shall be deemed to come into force upon the confirming of that resolution at the next General Meeting of the Society.

These Rules were adopted at a Special Meeting of the Society on the 26th February 1990 to replace the original Rules,
and were subsequently amended by the addition of Clause 13.2. in September 1994.
Subsequently amended and adopted at a Special General Meeting of the Society on November 6, 2004 with the amendment of Rule 5.1(e), an additional clause (h) added to Rule 5.1 and an additional clause (e) added to Rule 5.2.

This copy of the Constitution stored on Secretary's Computer and on disc May 30, 2006
Updated rules change 7.7 Contracts 2007.

Deleted 6 (a) and (b), and altered 5.1 (e) At least four (4). Marilyn Lowe 9th December 2009, re: email instruction from President P. Woodward on 9th December 2009.