Mainstreet Whanganui Constitution

The Incorporated Socities Act 1908 Rules of Mainstreet Whanganui Incorporated

  1. Name:

 

The name of the Society shall be “Mainstreet Whanganui Incorporated”

(hereinafter referred to as “the Association”).

 

  1. Location and Boundary

 

The Mainstreet Boundary extends from intersection of Victoria Avenue and Taupo Quayto intersection of Victoria Avenue and Ingestre Street – please also see map in Appendix 1

 

  1. Objects:

 

The objects for which the Association is established are:

 

  1. To promote and encourage the revitalization of the town centre of Whanganui as a place for its citizens and visitors to shop, work and to enjoy its surroundings while carrying out all the functions of being a community.

  2. To advertise, beautify and develop the city to attract trade, tourists, visitors and increase its population.

  3. To create, increase, expand or develop amenities for the use of the public.

  4. To assist retailers and commercial property owners in improving their premises and to make the centre an attractive place to carry out their activity for themselves, their customers, and their clients.

  5. To identify the physical assets and heritage of the town centre and to encourage the development of a place of significant character as a town centre routed in its historical identity and to co-ordinate such development in a homogeneous way to preserve the character of the town centre as a place for the enjoyment and for the benefit of all its citizens.

  6. To undertake promotional activity of all kinds and to publicise the town centre as a preferred place for the community to shop, to be entertained, and to carry out their daily work.

  7. To assist in the promotion and strengthening of the existing businesses and creating new opportunities for growth and improvement.

  8. To market the town centre as a place to be for visitors and locals alike through the promotion of special events and retail promotion.

  9. To do all such things as are conducive and incidental to the attaining of the objects of the Association or any of them.

 

  1. Members:

 

  1. The Association shall consist of an unlimited number of members.

  2. Any person or body corporate who is a rate payer on the Whanganui District Council rating list and who is liable for the special levy by the Whanganui District Council (the Central Business District (CBD) Services Rate) from time to time in the Central Business District as part of that rate and any person or organisation who operates a business in the area covered by the special levy shall be deemed members of the Association and entitled to all benefits of membership.

  3. Any person or body corporate not being liable for the special levy as described in the preceding clause and having duly completed a form of enrolment for membership of the Association and having subsequently been accepted by the Board for membership and having paid the subscription for the then current year as fixed by the Board shall then become a member of the Association.

  4. No person who is an employee of the Association shall be eligible for the membership while so employed provided however that such restriction shall not apply to an employee who is deemed to be a member pursuant to Clause (b) hereof. 

  5. A member shall cease to be a member of the Association in any of the following events:

 

  1. If, having paid the then current years and all previous subscriptions the member shall by notice in writing to the Association resign from membership,

  2. Having failed to pay the subscription six months after the date appointed for payment thereof the member’s name shall be removed from the Association’s register of members with the authority and resolution of the Board,

  3. If a member is expelled from membership by resolution of the Board.

 

PROVIDED HOWEVER that this clause shall not apply in respect of a member who shall be a deemed member pursuant to Clause b hereof.

  1. Each member shall pay to the Association such subscription as may from time to time be determined by the Board. Subscriptions shall be payable in advance and shall be due and payable on the 1st day of August in each year.

 

  1. Register of Members:

 

The Association shall keep a register of its members containing the names, addresses (including email) and occupations of those members and the date at which they became members. The Association shall from time to time, when required by the Registrar to do so under Section 22 of the said Act, send to him a list of the names, addresses (including email) and occupations of its members accompanied by a Statutory Declaration verifying that list and made by the Chairperson or Secretary of the Association.

 

  1. Registered Office:

 

In accordance with Section 18 of the said Act the Association shall have a registered office (which shall be at Whanganui) and to which all communications may be addressed and notice of the situation of that office and of any change therein shall be given to the Registrar as provided by that Section.

 

  1. Alteration of Rules:

 

Subject to Section 21 of the Act these rules or any of them may be altered, added to or rescinded by resolution passed by a majority of members in attendance at an Annual General or Special General Meeting of which notice specifying the intention to propose the resolution has been duly given, provided that the Annual General Meeting or Special General Meeting must achieve quorum in accordance with Rule 12 of these rules.

 

  1. General Meetings:

 

  1. A General Meeting of the Association shall be held once in every calendar year at such time (not being more then 15 months after the holding of the last preceding general meeting) at a place as the Board may determine. The abovementioned general meeting shall be called “Annual General Meetings”. All other General Meetings shall be called “Special General Meetings”.

  2. Special General Meetings of the members may be convened at any time by the Secretary or by the Chairperson under the direction of the Board and shall be convened on the requisition of not less than four members of the Board or not less than ten members of the Association.

  3. Fourteen (14) days’ notice of any Annual General Meeting or Special General Meeting shall be given to members and such notice shall specify the general nature of any business intended to be transacted at such meeting.

  4. At every Annual General Meeting, or Special General Meeting the chair shall be taken by the Chairperson if present or in his / her absence by the Vice Chairperson, failing which the Chairperson shall be nominated from members of the Board by the persons present at the meeting.

  5. Voting at Annual General Meetings or Special General Meetings shall be taken as the Chairperson shall direct but any member present may demand a poll which shall be immediately taken in a manner determined by the Chairperson and the result declared by the Chairperson. In case of equality of votes the Chairperson shall have a second or casting vote.

  6. The business of the Annual General Meeting shall be:

  1. To receive the Annual Report of the Board.

  2. To receive the duly audited Annual Financial Statements of Income and Expenditure and Assets and Liabilities of the Association.

  3. To elect a Chairperson who shall be a member of the Board.

  4. To elect a Chairperson of the Sub Committees.

  5. To elect a Board who shall govern the activities of the organisation. The number to be elected to the Board shall be, shall not be less than six inclusive of the Sub-Committee Chairpersons and no more than ten.

  6. To appoint an Auditor.

  7. To consider such other business as shall be placed on the agenda by the Chairperson of the meeting.

 

  1. Power to Co-Opt:

 

  1. The Chairperson shall have the power to co-opt members to the Board for such period and such terms as they think fit, provided that the general balance of the Board Committee shall be maintained.

  2. Members of the Sub-Committees shall be appointed by the Board. There is no maximum or minimum number of subcommittee members.

 

  1. Election of Offices:

          

              a.            No person shall be elected to office under Rule 8 hereof unless that person is present  

                               at the Annual Meeting at which he or she is to be elected or has previously signified in

                               writing his or her willingness to accept nomination.

                b.            Only persons who are members by virtue of Rule 4(b) hereof or are financial members of the Association or duly appointed representatives of organisations which are financial members of the Association shall be eligible to be members of the Board except that persons co-opted to the Board or a sub-committee because of their expertise need not comply with this requirement but the period of co-option is restricted to and shall end at the next Annual General Meeting.

                c.             Each Board member shall be appointed for a period of two years.

                d.            At the Annual General Meeting each year, the Board members required to retire at that meeting by these rules must retire from office but shall be eligible for re-election at that meeting.

                e.            In order to maintain organisational memory and understanding, Board membership shall be staggered such that as close as possible to 50% of the Board shall retire and new Board members be elected (or re-elected) to fill the vacant Board positions at a particular Annual General Meeting.

                f.             The Board members to retire at an Annual General Meeting pursuant to the clause above, will be those who have been longest in office since they were last elected or deemed elected. Persons who became Board members on the same day must retire in the order the Board resolves.

                g.            The Board will appoint an Independent Returning Officer (IRO) to administer the election processes.

               

  1. Representation of Members at Meetings:

 

  1. Each financial member of the Association at the meeting shall be entitled to one (1) vote

  2. All voting is to be overseen and managed by an Independent Returning Officer (IRO)

  3. Any corporate or incorporate members of the Association shall be entitled to appoint one (1) representative who is a current financial member of Mainstreet to attend general meetings of the Association and advise the IRO of the name of such representative in writing,

  4. No person shall be eligible to vote at any meeting either in person or by proxy unless he or she shall be a financial member. A member shall be deemed to be a financial member except where the subscription of such financial member shall be more than three months in arrears.

 

  1. Votes may be recorded personally by ballot or by proxy. The form of proxy must be in the hands of the IRO at the office of the Association FIVE (5) days before the meeting at which it is proposed to be used. An instrument appointing a proxy shall be signed by the member making the appointment and if such member shall be a corporate or incorporate body or organisation such instrument shall be signed for and on behalf by any two of them the Chairperson, General Manager, Secretary or director or other official officer of the organisation and shall be in the following form or such other form as the Board shall approve:

 

Being a member of MAINSTREET WHANGANUI

INCORPORATED

Hereby appoint

 

As my/our proxy to vote for me/us and on my/our behalf at the

Annual/Special/General Meeting of the Association to be held

on theday of 20or at any adjournment thereof.

 

Date:

              ……………………………………                                 ……………………………………

              Signature (designation)                 Signature (designation)

 

  1. Proxy votes are to be managed in accordance with the Representation Policy 2019.

 

  1. Quorum:

 

The quorum at the Annual, Special and General Meetings of the Association shall consist of twenty (20) members either personally present or represented by proxy.

 

  1. Indemnity of Officers:

 

No officer of the Association shall be personally liable for the acts, receipts, neglects or defaults of his or her action or the action of any other officer of the Association or for any loss occasioned by any error of judgement or oversight on his or her part or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same happens to be due to his or her own wilful default or dishonestly.

 

  1. Meetings of the Board and Sub-Committees:

 

  1. The Board may meet for the despatch of business, adjourn, or otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairperson shall have a second or casting vote. Any two members of the Board may, and the Secretary, on the requisition of any two such members shall at any time summon a meeting of the Board.

  2. Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide.

  3. The quorum necessary for the transaction of business of the Board shall be five in number.

  4. The continuing members of the Board may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed as the necessary quorum the continuing members of the Board may act for the purpose of summoning a General Meeting of the Association but for no other purpose.

  5. The Chairperson subject as hereinafter appears shall preside as Chairperson at every meeting of the Board.

  6. If there is no Chairperson or if at any meeting, he/she is not present within ten (10) minutes after the time appointed for holding the meeting or is unwilling to act as Chairperson, the Vice Chairperson shall be Chairperson.

  7. If the Vice Chairperson is not present within ten (10) minutes after the time appointed for holding the meeting or is unwilling to act as Chairperson, the members of the Board Committee present shall choose some other one of their number to be Chairperson.

  8. The Board may delegate any of its powers to committees consisting of such member or members of its body as it thinks fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board including the power to co-opt members to such Committees.

  9. Unless the Chairperson has been previously appointed by the Board, a committee may elect a Chairperson of its meetings; if no Chairperson is elected, or if at any meeting the Chairperson is not present within ten (10) minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairperson of the meeting. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the Chairperson shall have a second or casting vote.

  10. All acts done by any meeting of the Board or of a committee or sub-committee of the Board or by any person acting as a member of that Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board or committee or sub-committee of the Board.

 

  1.  Powers of the Board:

 

The management of the business of the Association shall be vested in the Board and the Board may exercise all such powers and do all such acts and things as the Association by its rules or otherwise authorised to exercise and do and are not hereby or by statute directed or required to be exercised or done by the Association in General Meeting but subject nevertheless to the provisions of the Act and of these rules and to any regulations not being inconsistent with these rules from time to time made by the Association in General Meeting; provided that no such relationships shall invalidate any prior act of the Board which would have been valid if such regulations has not been made.

 

  1. Common Seal:

 

The Secretary shall have custody of the common seal of the Association and such seal shall not be affixed to any instrument except by the authority of resolution of the Board and in the presence of a member of the Board and the Secretary or such other person as the Board may appoint for that purpose; and that member of the Board and the Secretary or other person as aforesaid shall sign every instrument to which the seal of the Association is so affixed in their presence.

 

  1. Secretary:

 

The Secretary shall:

  1. Notify members of the Association of each meeting of the Association, members of the Board and of committees or sub-committees of the Board or the committee to which they shall belong and shall give all such notices as may be required by these rules.

  2. Keep a register of members hereinbefore mentioned.

  3. Keep a record of all proceedings of meetings and of attendance of officers and members of the Association at such meetings.

  4. Do such other acts in relation to the affairs of the Association as from time to time the Management Committee or Chairperson of the meeting may require.

 

  1. Independent Returning Officer

 

The Independent Returning Officer shall:

  1. Oversee and manage all voting activity and votes undertaken at Annual and / or Special General Meetings.

  2. Notify each person when elected of their election to membership or an office of the Association.

  3. Keep a record of the number of members voting at the election of candidates for membership and of the result of such voting.

  4. Notify the members of the results of elections.

 

  1. Cheques

 

All cheques shall be signed or endorsed in such a manner as the Board shall from time to time direct. These procedures and controls are documented in Mainstreet’s Financial Policy Suite.

 

  1. Electronic Transactions

 

All electronic transactions shall be approved in such a manner as the Board shall from time to time direct. These procedures and controls are documented in Mainstreet’s Financial Policy Suite.

 

  1. Books and Financial Statements:

 

  1. The Association shall keep proper books of account in which shall be kept full, true, and complete accounts of the affairs, assets, and transactions of the Association.

  2. At the close of each financial year and at such other times as the Board may elect, an income and expenditure account and statement of assets and liabilities of the Association shall be prepared and shall be examined and the correctness thereof ascertained by a reviewer or auditor appointed at the Annual General Meeting of the Association.

  3. The Association shall deliver annually to the Registrar (pursuant to Section 23 of the said Act) in such form and at such times as he requires a statement containing the following particulars:

  1. The income and expenditure of the Association during the Association’s last financial year,

  2. The assets and liabilities of the Association at the close of each year,

  3. All mortgages, charges and securities of any description affecting any of the property of the Association at the close of the said year.

 

The said statement shall be accompanied by a certificate signed by the Secretary or in his absence some other officer of the Association authorised by the Board to the effect that the statement has been submitted to and approved by the members of the Association at a General Meeting.

 

  1. Auditor:

 

  1. The remuneration of the auditor shall be fixed by the Board.

  2. If any vacancy occurs in the office of any auditor appointed by the Association, the Board shall appoint another auditor to carry on the duties of the auditor until the next Annual General Meeting.

  3. Every auditor shall be supplied with a copy of the accounts and statements aforesaid and it shall be his duty thoroughly to examine the same in detail with the books, accounts and vouchers relating thereto.

  4. Every auditor shall have a list delivered to him of all books kept by the Association and at all reasonable times to have access to the books and documents of the Association and he may, in investigating such accounts, examine the Board or any other officers of the Association who shall at times render all assistance to such auditor.

  5. The auditor shall make a report to the members upon the accounts and statements as aforesaid and in every such report he shall state whether in his opinion the same is or are full and fair accounts and statements containing the particulars required by the rules of the Association and properly drawn up so as to exhibit a true and correct view of the Association’s affairs and such report shall be read together with the report of the Board at the Annual General Meeting.

 

  1. Notices

 

  1. Every notice given to any member pursuant to any of these rules shall be deemed to be sufficiently given to and served on him or her if posted, in the ordinary course of mail or delivered by hand, or sent electronically (provided the member has agreed to receive notice electronically) at the member’s address appearing in the Association’s Register of Members.

  2. The loss, delay, or non-delivery of any notice sent or delivered to any member of the Association or of the Board whether through the post or otherwise shall not invalidate or prejudice any resolution passed or election made, or other things done by the Association or Board.

  3. In respect of the means of service specified in clause 24(b), a notice is deemed to have been served: -

  1. In the case of posting by mail, on the fourth working day following the date of posting to the address appearing in the Association’s Register of Members.

  2. In the case of delivery by hand one (1) working day following the date of said delivery to the address appearing in the Association’s Register of Members.

  3. In the case of email, on the second working day following the date of sending the email to the email address appearing in the Association’s Register of Members.

 

  1. Winding Up:

 

  1. The Association may be wound up voluntarily if the Association at the General Meeting of its members passes a resolution requiring the Association to be wound up and the resolution is confirmed at a subsequent General Meeting called together for that purpose and held not earlier than thirty (30) days after the date on which the resolutions so to be confirmed were passed.

  2. If, upon the winding up or dissolution of the Association there remains, after the satisfaction of all costs and its debts and liabilities, any property assets whatsoever shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association which shall prohibit the distribution of its or their income and property among its or their members to the extent at least as great as is imposed on this Association such institution or institutions to be determined by the members of the Association at or before the time of the dissolution or in default thereof by a judge of the High Court of New Zealand or in the absence of any institution then to the local District Council having authority under the Local Government Act 2002 or as the Judge may determine.

 

  1. General:

 

  1. No member or a person associated with a member of the organisation shall derive any income, benefit, or advantage from the organisation where they can materially influence the payment of the income, benefit, or advantage. Except where that income, benefit or advantages derived from: -

  1. Professional services to the organisation rendered in the course of business charged at no greater rate than current market rates.

  2. Interest on money lent at no greater rate than current market rates.

    1. No addition to or alteration or revision of the rules shall be approved if it affects the pecuniary profit clause or the winding up clause.

 

It was resolved by those members present at a Mainstreet Whanganui’s Special General Meeting held Wednesday 4 September 2019.

 

Motion: That the tabled Mainstreet Whanganui Incorporated – Final Version constitution in its entirety be received and adopted by the Mainstreet Whanganui Membership present at the SGM Meeting Wednesday 4 September 2019. And is lodged with the New Zealand Companies Office.

 

Moved: Pat Clay                                            2nd Christina Emery                              Carried

 

Rules Changes - We do solemnly and sincerely declare that this document was received and adopted at the Mainstreet Whanganui Special Meeting held Wednesday 4 September 2019.

 

Three Members of Mainstreet Whanganui

 

 

Signature:

 

Date:

 

 

 

Signature:

 

Date

 

 

 

Signature:

 

Date :

APPENDIX 1

MAINSTREET WHANGANUI

MAP OF BOUNDARY

Mainstreet Whanganui Strategic Plan

2019 - 2020

VISION Creating a vibrant town centre for locals and visitors to work, live and play
 

MISSION Celebrate, advocate, promote, maintain & enhance our town centre
 

AIM Whanganui is recognised as the ultimate heritage & cultural town centre experience, visitors say that Whanganui locals are the friendliest people in New Zealand.
 

VALUES Integrity, collaboration, respect, guardianship, effectiveness and professionalism
 

OUTCOME 1 Mainstreet Whanganui effectively advocates, promotes and markets the town centre

Mainstreet will:

Develop a town centre business promotion/marketing strategy, build a town centre brand, develop opportunities to improve the shopping experiences for locals and visitors and increase business offerings in the town centre.


Engage with businesses & building owners in the marketing and promotion the town centre.
Facilitate opportunities for businesses owners to retain and attract new customers and visitors.
To collaboratively encourage new businesses to the town centre.
To facilitate flagship events that celebrate the town centre’s history and culture.
To advocate for best urban design and heritage preservation in the town centre.

OUTCOME 2 Mainstreet Whanganui is an effective membership organisation operating within a constant improving model,
that anticipates and meets the changing needs of its members.


The board operates effectively and strategically within a best practice model. The board has governance training
and development programmes in place for new and returning board members.


A strategic plan review process is completed and a Mainstreet Whanganui Strategic Plan 2019 – 2022 has been adopted and
reviewed annually. A constitutional review is held in 2019, and the new constitution is adopted and reviewed annually.
Mainstreet has adopted a suite of governance, representation, financial and operational polices. Current policies are reviewed
three yearly or an and when required.


Mainstreet works continuously to improve its engagement / relationship management with members and
stakeholders, we will implement our updated communication plan in 2019. The registration of members will be updated
annually and or when required.


Mainstreet operates high standards of health & safety practises, health and safety service partners conducted a health & safety organisational assessment in 2017 and continues to help build our capacity, health & safety meetings are held monthly with an audit held annually.


we strive to be environmentally responsible, Mainstreet engaged in waste reduction & recycling audit in 2019, in 2020
Mainstreet will work with its partners to continue to build on waste reduction & recycling and will encourage building and
businesses owner in the town centre to move toward greater environmental practices. Operate within good sustainable and
environmental practices and principles.


Mainstreet will continue to build its financial and operational sustainable, resources and capacity. Mainstreet will continue to
build its ability to demonstrate best employer practices. Mainstreet aspires to be a living wage employer. During 2020 we will
review our human resources capacity e.g. employment agreements, living wage aspirations, professional
development and employment coaching.


The organisation presents its audited accounts to its members at its AGM each year and always strives to be a good
steward/guardian of its resources and assets.

Adopted: Wednesday 25 September 2019
Due for review: Annually September 2020

OUTCOME 3 Mainstreet Whanganui enhances, cleans, maintains and beautifies the town centre.

Mainstreet will:


Collaborate with organisations and people on projects that enhance the town centre, the Watt Fountain, street gas lamps and
the block 4 public toilet (a joint project between Mainstreet, council and the town regeneration group) will be completed
between Aug and Nov 2019. An annual maintenances plan for the Watt Fountain is in place. A light in trees project will
commence in Aug and be completed by Oct 2019.


Clean and maintain the town centre to a high standard, Council, members and the public report high levels of
satisfaction. Mainstreet meets with Council to review the service level agreement each year and successfully
resigned biannually.


The Whanganui in Bloom Programme continues to be held over the summer and winter seasons. Council, members and
the public report high levels of satisfaction, contractual obligations will be completed to a high standard each year. The WIB
irrigation project will be completed by spring 2020.


Additional contracts and services are undertaken and delivered to a high standard.


Mainstreet Whanganui


The concept of a Mainstreet organisation for Whanganui was first discussed in the late 1980s. To say that Whanganui’s City Centre back then was tired and moribund would be painting a rosy picture. Whanganui was about to get a new shopping mall adjacent to the main retail street. At the same time, there had been business creep from the main shopping district to newer and more advantageously rated areas of the city. With a static population the city center was losing out.


The first step for Whanganui’s Mainstreet movement was to recognise that if something was not done, the Central Business District would decline and eventually die. Mainstreet Whanganui arose with support from the Retailers Association. Council was to spend money to refurbish and upgrade the main shopping precinct and retailers wanted to be involved. The result was what was then and remains one of the best central city upgrades in the Country.


Mainstreet Whanganui may have begun as a lobby group but today it is a thriving organisation that, while continuing to lobby on behalf of retailers, has grown to encompass promotional activity, events, central city maintenance, gardens and ongoing beautification projects. Meanwhile continuing to ensure that Whanganui’s central city remains one of the most admired in New Zealand.


Mainstreet Whanganui is an incorporated society governed by an elected executive committee who work within a set of rules/constitution. Mainstreet Whanganui is registered as an incorporated society with the New Zealand Companies Office. Mainstreet has been in existence for over 26 years, the society employees a range of staff who are led by a General Manager. The membership consists of building, business owners in the societies remit area and associate members.


The society promote business and vibrancy in the town center, provided services to its members and enhance, clean and maintain the town center. Mainstreet also operates the Whanganui in Bloom Program. Mainstreet has a long and successful history of collaborations with the Whanganui District Council and the Whanganui Town Centre Regeneration Group. Mainstreet also operates a small number of external contracts.


Mainstreet Whanganui Strategic Plan & Constitutional Review


Between 2017/2018 and 2019, Mainstreet Whanganui consulted with its members on the development of a Mainstreet Whanganui Strategic Plan, Balance Consulting (BC) was contracted to facilitate the plans development. The facilitator met with members, subcommittee members, the board and the operations team. During the draft strategic plan process it became apparent that the new strategic plan and constitution needed to al line, and that a suite of governances and operational policies were required . At a Special General Meeting held Wednesday 4 September 2019 the revised constitution was adopted by the members , at the Mainstreet Whanganui Board Meeting Wednesday 25 September 2019 the board adopted the Strategic Plan 2019 – 2020, representation and governance policy suites.

 

Adopted: Wednesday 25 September 2019
Due for review: Annually September 2020

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