Our Constitution

1. These rules were amended by motion approved at the Annual General Meetingheld on 31st March 2008 and were registered with the Register of Incorporated Societies, Auckland on 4th April 2008.
2. THE name of the Association shall be the Whangarei Boys’ High School Old Boys’ Association (Incorporated) “the Association”.
3. THE primary objects of the Association shall be to:

   (i) Promote good fellowship amongst Old Boys of the School and to foster and preserve their remembrance of fellow Old Boys and of the School and their interest in and active support of the School;(ii) Establish and foster a relationship between the Old Boys and the school by promoting the interests of the School in any way whatsoever but in particular by offering scholarships and prizes for proficiency in school work, cultural pursuits or sport, and by direct financial support of pupils attending the School and by other means that may be decided upon at a General Meeting of the Association;

   (iii) Co operate with other Associations having similar objects with a view to maintaining and enhancing the status of secondary schools generally both within and beyond New Zealand;

   The following ancillary objects are set in place to support the primary objects:
   (iv) Afford a channel by which Old Boys may be made aware of each others contact details;
   (v) Endeavour to compile a complete roll of the pupils of Whangarei Boys’ High School from the date of the foundation of the School, for which object sufficient materials are not to be found in the official records;

   (vi) Promote the establishment of branches of the Association and to liaise with and assist in the administration of such branches.

   (vii) To raise funds in whatever way the Executive Committee considers appropriate and to oversee the expenditure of these funds in the furtherance of these primary and ancillary objects and for those projects and objects for which the School (through its elected Board) makes application to the Association.

4. Membership and Subscriptions
   
   (i) All present Members of the Whangarei Boys’ High School Old Boy’s Association and hereafter all Old Boys of the School who shall have attended as pupils shall be qualified to become Members of the Association. All past and present Staff Members of Whangarei Boys’ High School shall also be qualified to become Members.(ii) Membership of the Association shall be open to any Old Boy or Staff Member who shall be enrolled when payment is made to the Secretary/Treasurer of either a Life Membership subscription or Annual Subscription, which together with any discount and/or capitation fee payable to regularly constituted branches, shall be determined at the Annual General Meeting of Members on the recommendation of the Executive. Such recommendation shall be conveyed in writing by the Secretary to the Branches one month before the date of the Annual General Meeting.(iii) The different classes of Members and the subscriptions paid by them shall be as follows:
   a) Life Members shall be Members who are elected as such on the recommendation of the Executive Committee and by majority vote at a General Meeting of the Association. They shall not be liable for any subscription.
   b) Honorary Members are any person other than an Old Boy who is elected an Honorary Member on the recommendation of the Executive Committee and by majority vote of a General Meeting of the Association. They shall not be liable for any subscription but are not allowed to vote at any General Meeting of the Association.
   c) Members who shall be Old Boys who have paid, or pay, either a single lifetime subscription or an annual subscription of such amount to be determined by the Executive Committee.(iv) Annual subscriptions shall be payable on the date fixed by the executive from time to time and any Member who shall be more than six months in arrears with the subscription shall not be entitled to vote at a General Meeting, receive a copy of any publication that is free to Members, nor attend any functions of the Association.(v) The financial year of the Association shall end on 31st March.(vi) A General Meeting may, on the recommendation of the Executive, confer the title of Honorary Life Member on any person who has rendered outstanding service to the School or the Association over a long period of years. The Executive may give consideration to any suggestion made by Branches in this regard, but no recommendation shall go forward to a General Meeting unless it has been approved by one meeting, and also confirmed by a subsequent meeting of the Executive.
5. Officers and Executive Committee(i) Officers of the Association shall be elected at the Annual General Meeting and shall consist of a President who shall be elected (for a term of three years and shall be entitled to hold office for two consecutive terms) to office for no more than three consecutive years, a Vice President, a Secretary, and Treasurer (one person may hold both offices).(ii) There shall be an Executive Committee consisting of the President, the Patron, the Secretary and the Treasurer (one person may hold both offices), all of whom shall be Members, ex officio, and at least six, but not more than ten, who shall be elected at the Annual General Meeting of the Association.(iii) Only Old Boys of Whangarei Boys’ High School shall be elected to the Executive Committee. Five Members of the committee personally present form a quorum at the meeting of the Committee. The President shall be chairman of the Executive Committee. Nominations for the office of President shall be received by the Secretary one month before the date of the Annual General Meeting and the name of such nominees shall be circulated to regularly constituted Branches one month before the meeting and included in the formal notice of meeting as provided for in rule number seven.(iv) Branch Associations consisting only of duly enrolled Members, may be formed in the different centres of New Zealand or elsewhere and as regards policy generally shall be under the control of this Association and shall adhere to the same objects PROVIDED that no Branch shall be formed with an initial membership of less than five.(v) If a vacancy should occur on the Executive Committee owing to a Member’s departure from Whangarei, or failure to attend three consecutive meetings without leave of absence or excuse, or for any other reason, the Committee shall have the power to fill such vacancy until the next Annual General Meeting.

   (vi) The Patron of the Association shall be the current Headmaster of Whangarei Boys’ High School and shall be a member of the Executive Committee with full voting powers.

6. Common Seal. The Common Seal of the Association will held by the Secretary and will be used only when authorised by the Executive Committee. When used it shall be signed by the President and one other appointed Committee Member.
7. General and Special Meetings(i) The Annual General Meeting of the Association shall be held in Whangarei in the month of May, or as near thereto as possible. Ten Members personally present shall form a quorum for a General Meeting.(ii) A Special General Meeting of the Association shall be summoned by the Secretary on receipt of a requisition signed by not less than ten Members or upon a resolution being passed by the Executive Committee to that effect.(iii) Notice of both Annual and Special General Meetings shall be given by advertisement published at least one week prior to that meeting in a newspaper circulating in the City of Whangarei and such notice shall also state the business to be transacted at the meeting, and a copy of such notice shall also be sent in writing to all Branch Secretaries at least ten days before the date of such a meeting.(iv) Every Member present at a General Meeting of the Association shall have one vote and the Chairman shall have both a casting and a deliberative vote. A Member of the Association may vote at General Meetings by proxy, such proxy being in writing and being delivered to the Secretary or Acting Secretary at or before the beginning of the meeting.
8. Application of Funds(i) The Executive Committee shall have control of the funds of the Association and will invest or expend them in furtherance of the exclusively charitable objects of the Association or any of these objects as the Executive Committee in their discretion so decide.(ii) The Executive Committee of the Association shall have power to borrow, or raise, and give security for money by the issue of, or upon, bonds, debentures, bills of exchange, promissory notes, or other obligations or securities of the Association or by mortgage or charge upon all or any part of the property of the Association or by way of overdraft secured or otherwise with any recognised banking or lending institution.(iii) The Executive Committee shall not lend money nor lease property or assets at less than current commercial rates, and shall ensure that receipts by way of interest or rent shall not be at less than current commercial rates having regard always to the nature and terms of the loan and lease, to any person (as defined in the Income Tax Act 1994 or any substituted Act):
   a) who is a Member or a member of the Executive Committee; or
   b) who is a shareholder or director of any company by which any business of the Association is carried on; or
   c) who is a settlor or trustee of a trust that is a shareholder of any company by which any business of the Association is carried on; or
   d) if that person or that company and the settlor or trustee or shareholder or director referred to in any of the foregoing paragraphs of this proviso are associated persons (as that term is defined in the Income Tax Act 1994 or any substituted Act)
9. Conflicts of Interest/Personal Benefit(i) Any Member who is or may be in any other capacity whatever interested or concerned directly or indirectly in any property or undertaking in which the Association is or may be in any way concerned or involved, shall disclose the nature and extent of that Member’s interest to the other Members, and shall not take any part whatever in any deliberations of the Members concerning any matter in which that Member is or may be interested other than as a Member of the Association.(ii) No private pecuniary profit shall be made by any person from the Association except that:
   a) Any Member may receive full reimbursement for all expenses properly incurred by that Member in connection with the affairs of the Association;
   b) The Association may pay reasonable and proper remuneration to any officer or servant of the Association (whether a Member or not) in return for services actually rendered to the Association;
   c) Any Member may be paid all usual professional, business or trade charges for services rendered, time expended and all acts done by that Member or by any firm or entity of which that Member is a member, employee or associate in connection with the affairs of the Association;
   d) Any Member may retain any remuneration properly payable to that Member by any company or undertaking with which the Association may be in any way concerned or involved for which that Member has acted in any capacity whatever, notwithstanding that that Member’s connection with that company or undertaking is in any way attributable to that Member’s connection with the Association.(iii) Provided always that any person who is a Member of the Association shall not be able to determine or materially influence in any way whatsoever any income, benefit, or advantage that they may receive as a result of their employment by the Association and such persons shall not participate in any deliberations and proceedings by which such income, benefit or advantage is being determined.(iv) Provided always that no Member or person associated with a Member of the Association shall derive any income, benefit or advantage form the organisation where that can materially influence the payment of the income, benefit or advantage. Except where that income, benefit or advantage is derived from:
   a) Professional services to the Association rendered in the course of business and charged at no greater rate that current market rates; or
   b) Interest on money lent at no greater that current market rates.
10. Alteration of Rules(i) No alteration or addition shall be made to these rules nor shall any rule be rescinded except by a vote of a majority of Members present in person at such a Special General Meeting of the Association summoned for the purpose or by a vote of a majority of Members present in person at the Annual General Meeting.(ii) No addition to or alteration or recession of the rules shall be approved if it affects the exclusively charitable nature of the Association, personal benefit clause or the winding up clause.(iii) The provision and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.(iv) Notice of any proposed alteration or amendment to these Rules shall be given by advertisement published in a newspaper circulating in the City of Whangarei at least one week prior to the date at which such proposal is to be considered, and a copy of such notice shall also be sent in writing to all Branch Secretaries at least ten days before the date of such meeting.
11. Termination of Membership(i) Members of the Association may cease to be Members upon giving notice in writing to the Secretary of their resignation. Such resignation shall take effect from the end of the financial year during which such notice is given, but without freeing such Member from any liabilities incurred by him as a Member of the Association before that date.(ii) Any Member whose subscription shall be unpaid for two years or upwards may be struck off the roll of Members by resolution of the Executive Committee one month after the passing of a motion to that effect provided that at least three month’s prior notice in writing of such motion shall be sent to such Member at his last known postal address.(iii) Where any membership is terminated the affected member has right of redress to the Executive Committee providing such redress is made within two months of the member being notified of their membership being terminated.
12. Winding Up
    If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, then and in such case the same shall not be paid to or distributed among the Members of the Association but shall be disposed of for the benefit of the Whangarei Boys’ High School in accordance with the resolution of a majority of Members who may be personally present at a General Meeting called for the purpose.