Constitution

CONSTITUTION, OBJECTS & RULES OF
THE SEAFARERS’ WELFARE BOARD FOR NEW ZEALAND INCORPORATED

In a joint meeting held in 1964 the following societies, Apostleship of the Sea Incorporated,  British Sailors Society in New Zealand Incorporated and Missions to Seamen in New Zealand, agreed that a co-ordinating organization be formed, and incorporated under the provisions of the Incorporated Societies 1908, and be designated as the Seafarers Welfare Board for New Zealand Incorporated.

Other organizations and agencies in New Zealand with an interest in seafarers welfare have subsequently been invited to join the Board.

1.     NAME.

            The name of the organization shall be :  THE SEAFARERS WELFARE BOARD FOR NEW ZEALAND INCORPORATED.

2.     DEFINITIONS.

In this Constitution, Objects and Rules the following words and phrases shall have the meaning stated unless there are words to exclude or restrict such meanings or they are inconsistent with the context thereof:

“Board“ means the “Seafarers Welfare Board for New Zealand Incorporated“.

 

“Societies“ means the following societies or bodies:

GROUP 1           Founding Societies.    

a.         Apostleship of the Sea Incorporated.

                        b.         International Sailors Society New Zealand Incorporated.

                        c.          Mission to Seafarers in New Zealand.

GROUP 2           Organizations admitted to membership in accordance with Para. 5.

 

a.         Merchant Service Guild I.U.O.W. Incorporated.

b.         Maritime Union of New Zealand.

                        c.          Auckland Sailors Home.

                        d.         New Zealand Association of Ship Owners and Agents.

                        e.         South Canterbury Seafarers Welfare Committee Incorporated.

                        f.          New Zealand Maritime School.

                        g.         Maritime New Zealand.

 

3.     OBJECTS.

          The Objects of the Board shall be:

a.         To foster ways and means of caring for seafarers throughout and all around the coast of New Zealand.

b.         To actively promote and strengthen co-operation between the Societies in Group 1, and any such other approved bodies, in providing suitable facilities by way of residential clubs and other centres of activity for seafarers.

c.          Each member in Group 1 undertakes to ensure that welfare activities and services are provided in appropriate ports of New Zealand, for all seafarers, irrespective of nationality, race, colour, sex, religion, political opinion or social origin and irrespective of the state in which the ship on which they are employed is registered.

d.         To consider and decide whether and where additional welfare facilities are required and when existing and proposed facilities are excessive, unnecessary or sub-standard, due regard being had to the spiritual and / or educational needs of the seafarers.

e.         To prevent duplication of endeavours or overlapping of appeals for public money.

f.          To hold or appeal for funds for welfare or welfare facilities; to make grants for these purposes and if necessary to provide and administer welfare facilities; to hold land for such purposes.

g.         To do all such things as may be incidental to the attainment of the above primary objects of the Board.

 

4.     REGISTERED OFFICE

         The Registered Office of the Board shall be in Wellington or as the Board may from time to time decide. 


5.     MEMBERSHIP OF THE BOARD.

a.       The members of the Board shall be those societies listed in Para.2, with such additions or subtractions as may from time to time be effected in accordance with these rules.

b.       Any organisation interested in the Aims and Objects of the Board may apply for membership by writing to the Secretary of the Board. All applications for Membership will be considered by the Sub-Committee whose decision to admit must be unanimous and who shall advise the A.G.M. of their decision. Organisations who have been accepted as Members shall have their names entered into the Register of Members of the Board in Group 2.

c.       The Board may from time to time grant Life Membership to appropriate persons who have given outstanding service to the Board.

d.       Any Member may withdraw from the Board by giving notice in writing to the Secretary.

e.       The Sub-Committee, at the Annual General Meeting, may recommend that any Member shall be withdrawn from the Board if the Sub-Committee unanimously decides that the decision is warranted.

 

6.    REPRESENTATION.

At any General Meeting of the Board, the Societies in Group 1. shall be entitled to three ( 3 ) Voting Representatives and those in Group 2 shall be entitled to one ( 1 ) Voting Representative.

Written notice of the Societies Voting Representatives shall be received by the Secretary twenty one (21) days before the Annual General Meeting.

 

7.       PRIVILEGES AND RIGHTS OF MEMBERS.

Each Member shall have the right to consult any Member of the Sub-Committee and to place any proposal or recommendation before the Sub-Committee or the Annual General Meeting by writing to the Secretary.

 

8.    SUBSCRIPTION.

                                    The annual Subscription, if any, shall be fixed by the Annual General Meeting and the Secretary shall then inform all Members.

 

9.     THE ANNUAL GENERAL MEETING.

 

a.        The Annual General Meeting of the Board shall be held within the first quarter of each year.  The date shall be decided by the Sub-Committee and the Secretary shall notify all Members in writing at least twenty-eight ( 28 ) days before the Meeting date. The Notice shall specify all the business that will be discussed at the Meeting

b.         Any members of the Societies in Groups 1. and 2. shall be entitled to attend the Annual General Meeting of the Board. Such persons shall have speaking rights but no voting rights.

c.          The Meeting shall:

             i.         Receive the names of the representatives of the Societies.

            ii.          Receive the audited Financial Report of the Board.

           iii.          Appoint an Auditor for the coming year.

           iv.          Consider any business brought to it as per 9.a.

            v.          Appoint a Chairperson of the Board.

           vi.          Appoint a Secretary to the Board.

          vii.          Appoint a Treasurer to the Board.

         viii.          Appoint the Sub-Committee in accordance with Par. 11.a.

           ix.          Transact any other business that has been legally brought before the Meeting.

            x.          Receive the Minutes of the Sub-Committee meetings.

d.         On any matter or resolution put to the vote, each of the Voting Representatives of the Societies in Group 1. and Group 2. shall be entitled to one vote.

            Absentee votes may be cast provided that the Secretary has received in writing the clear intention of the Voting Representative prior to the Meeting.

            All voting shall be carried by two-thirds ( 2/3 ) majority.

e.         A Quorum shall be eight ( 8 ) persons including two ( 2 ) members of the Sub-Committee with six ( 6 ) Voting Representatives, including at least one ( 1 ) from each of the Societies in Group 1.

f.          Any matter or resolution, notice of which has not been given, may be brought before the Meeting provided that a two thirds ( 2/3 ) majority of the Meeting allows it.

 

10.   SPECIAL GENERAL MEETINGS.

            a.        The Secretary shall call a Special General Meeting of the Board:

                       i.          If directed to do so by the Sub- Committee.

                      ii.           On receipt of a written request signed by the Chairperson and Secretary of two of the Societies in Group 1.  The request shall specify the reason for the calling of the Meeting.

             b.        In each case, after consultation with the Sub-Committee, the Secretary shall decide the date for the Meeting and shall notify all Members of the Board in writing at least twenty one ( 21 ) days before the Meeting date.

                       The Meeting must take place within twenty eight ( 28 ) days from the receipt of the request for the Meeting.

             c.         The Notice to the Members shall specify the date, time, and place of the Meeting and the reason for its calling.

             d.        The Quorum and any voting procedures governing any Special General Meetings shall be the same as those for the Annual General Meeting.

 

11.  THE SUB-COMMITTEE.

             a.       The Sub-Committee appointed at the Annual General Meeting, shall consist of: 

                       i.          One person nominated by each of the Societies in Group 1.

                      ii.           The Chairperson, the Secretary and the Treasurer (if not included in i. above).             

             b.       The Quorum of the Sub-Committee shall be the Chairperson and three (3) Group 1 Society representatives.  

             c.        The general function of the Sub-Committee shall be to further the Aims and Objects of the Board. In discharging this function the Sub-Committee shall:                                              

                                   i.          Act in routine matters between A.G.M.s                                      

                                   ii.           Consider matters referred to it by Members or the Board, make  decision about the same or bring recommendations to a General Meeting when only the full Board can make the decision.

                                   iii.         Present Minutes of its Meetings to the next Annual General Meeting.

              d.       The sub-Committee shall meet as often as necessary to carry out its function.

                       The Chairperson may convene a meeting at any time.

              e.       Casual vacancies on the Sub-Committee shall be filled by a person nominated by the Society whose representative had vacated the position on the Sub-Committee.

              f.        The Sub-Committee shall have the authority to invite whoever they want to, to any Meeting or event organized by the Board that will be beneficial to the welfare of seafarers.

                       

Special functions of the Sub-Committee :

             g.       The sub-Committee may appoint an Ad Hoc Committee, and may, in its discretion, refer to this committee any matters, with or without a term of reference, for such time and subject to any conditions that the Sub-Committee thinks appropriate . This Ad Hoc Committee shall bring back their results and/or recommendations to the Sub-Committee for their decision and/or any action.

              h.      The Sub-Committee may appoint any suitable person, who need not be a member of the Board, to perform any special office that will further the Aims and Objects of the Board. Any person so appointed shall continue in that office until the Sub-Committee decides that the special office is no longer required or until the next A.G.M.

Special Note.   All Sub-Committee decisions shall be unanimous.

 

 

12.   THE CHAIRPERSON. 

             a.       The Chairperson of the Board shall be appointed at the Annual General Meeting from among the voting representatives of Member Societies, Groups 1 and 2.  The Meeting may appoint the samechairperson for no more than three (3) consecutive years. 

             b.       The Chairperson shall be the spokesperson of the Board on all matters unless the Sub-Committee decide that another person be more appropriate to represent the Board on a specific occasion or matter.

             c.        The Chairperson shall, if present, preside over all General Meetings and Sub-Committee Meetings.

             d.       The Chairperson may vote on each and any issue at Meetings and shall have a substantive vote and a casting vote when required.

              e.       In the absence of the Chairperson at any Meeting, the Members present, as long as there is a Quorum, shall elect a chairperson from those present for that meeting. On such occasions, the “ stand-in “ chairperson shall have the same function and powers as the Chairperson of the Board, if they had been present.

 

13.   THE SECRETARY.

             a.        The Secretary of the Board shall be appointed at the Annual General Meeting.

            b.        The Secretary should be present at all Sub-Committee and Board Meetings.

             c.         The Secretary shall call Special General Meetings of the Board according to Clauses 9.a. and 10.

             d.        The Secretary shall be the Custodian of the Common Seal of the Board, and maintain a Register of Members.

             e.       The Secretary shall maintain and register such Records as may be required by the Registrar of Incorporated Societies, The Charity Commissioners or any other Government Body.

 

14. THE TREASURER.

          a.           The Treasurer of the Board shall be appointed at the Annual General Meeting.

          b.           The Treasurer shall be responsible for the custody of all funds and property of the Board and shall keep a record of same.

         c.            The Treasurer shall keep a record of all business transacted by or in the name of the Board and shall present an audited statement of accounts to the Annual General Meeting.

          d.           The Treasurer shall ensure that all cheques issued shall be signed by the Treasurer and one other member of the Sub-Committee.

          e.           The office of Treasurer may be held jointly with that of the Secretary with the approval of the Annual General Meeting. Where this is so, the Secretary / Treasurer shall, if a voting representative of a Member society, be entitled to only one (1) vote at Meetings.

 

15.   POWERS INCIDENTAL TO THE AIMS AND OBJECTS OF THE BOARD.        

          a.          The Board may acquire, by purchase, lease, hire, devolution, gift or any other way, property, both real and personal, or any interest in property, which it may consider necessary for the carrying out of the Boards Aims and Objectives.

          b.          The Board may borrow, raise and give security for money by issue of debenture stock, mortgage or charge upon all, or any part, of the property of the Board.

          c.           The Board may invest any of its funds in any trustee security.

           d.          The Board may launch appeals for funds at regional or national level, from the public, in furtherance of the Board’s Aims and Objects.

e.          Any income, benefit, or advantage shall be applied solely to the charitable purposes of the Board. No individual may derive any income, benefit or pecuniary advantage from the Board except where such is derived from the payment of reasonable and proper remuneration for professional services or actual expenses authorised and incurred on behalf of the Board rendered in the course of business.

All decisions made under this section 15, are to be made at a Special General Meeting or the Annual General Meeting

16.  ALTERATION TO THE CONSTITUTION, OBJECTS & RULES.

           a.         A motion for any alteration of this Constitution, Objects and Rules may be presented at the Annual General Meeting or at a Special General Meeting called for the express purpose.

           b.         At least twenty one ( 21 ) clear days of notice of any proposed motion shall be given to all members of the Board.

            c.          Any resolution to alter the Constitution, Objects and Rules must be carried by a three quarters majority at the above meeting.

           d.         If any alteration of the Constitution, Objects and Rules is passed, it shall come into operation on the day after it is registered with the Registrar of Incorporated Societies.

 

17.  MISCELLANEOUS. 

           a.          All monies received by or on behalf of the Board shall be paid, as soon as possible, to the credit of the Board in an account with a bank as the Sub-Committee shall from time to time decide.

           b.          The Common Seal of the Board shall be affixed by the Secretary, to any document, on the authorization of the Sub-Committee in the presence of two ( 2 ) other members of the Sub-Committee.

 c.          In the event of the dissolution of the Seafarers Welfare Board for New Zealand, the assets of the Board shall be disposed of in such a manner as a Special General Meeting shall decide.    

                        If no decision is reached, the assets shall be divided equally among the Group 1. Societies which are signatories to these Rules provided that no individual pecuniary interest results.

 

This Constitution, Objects and Rules of the Seafarers Welfare Board for New Zealand replaces that registered with the Registrar of Incorporated Societies on the 14th of June 1991 and amended on the 21st of May 1999, 19th of March 2003 and 17th of March 2004, and was agreed at the Annual General Meeting of the Board held on 28th March 2007.