CONSTITUTION OF THE WELLINGTON PROPERTY INVESTORS' ASSOCIATION

CONTENTS
1. Name
2. Registered Office
3. Objects
4. Membership
4.1 Eligibility for Membership
4.2 Ordinary Membership
4.3 Life Membership
4.4 Honorary Membership
4.5 Resignation
4.6 Termination
4.7 Suspension or Expulsion
4.8 Register of Membership
4.9 Notice of Change of Address
4.10 Disclosure of WnPIA
Membership Information
4.11 Voting Rights
5. Duties and Powers of the Executive
5.1 Executive Committee Structure
5.2 Qualification For Executive Committee
5.3 Election of Executive Committee Members
5.4 Voting Procedure
5.5 Term of Office
5.6 Duties Defined
5.7 Election of Sub Committees
5.8 Removal of Executive Committee Members
5.9 Sale of Executive Services 6. Meetings
6.1 Executive Committee Meetings
6.2 Special General Meetings
6.3 Annual General Meetings
6.4 Quorum Requirements
6.5 Procedural Requirements
7. Financial Management
7.1 Authority
7.2 Financial Year
7.3 Annual Subscription and Levies
7.4 Annual Accounts
7.5 Auditor
7.6 Reserves
8. Alteration to Constitution
8.1 Procedure
8.2 Acceptance Requirements
9. Common Seal
10. Liquidation
11. Executive Indemnity
12. Publications and Advertising
13. Interpretation
14. Resolutions Binding

1.0 NAME
The name of the Association shall be ‘Wellington Property Investors Association Incorporated', abbreviated to ‘WnPIA' in this Constitution.

2.0 REGISTERED OFFICE

The Registered Office of the WnPIA shall be C/- Murray Harden, Morrison Kent, 105 The Terrace, Wellington; or at any other location that shall be decided by the executive committee.

3.0 OBJECTS
The Objects for which the WnPIA is Incorporated shall be:

3.1 Membership
To encourage all property investors and potential investors to join the WnPIA.

3.2 Communications and Networking
To promote and foster good relations and co-operation between members and other regional/national Property Investors Associations or any other related organisations.

3.3 Promote
To promote and represent the common interest of responsible property investors and managers to the community.

3.4 Development
To engender efficiency and knowledge in the techniques, development, ownership and management of investment property.

3.5 Liaison and Advocacy
To negotiate with and lobby local territorial or central government authorities on matters that may be of concern to members.

3.6 NZPIF
The Association will be free from time to time, to affiliate itself with any groups, bodies, or individuals, who have like aims and objectives to serve the needs of property investors in the Wellington Region and New Zealand as the WnPIA sees fit. Any such affiliations will be recommended by the Executive, after due diligence, and confirmed by majority vote as the result of a postal referendum of the WnPIA membership.

3.7 Educational
To provide educational forums, seminars, conferences and workshops on property investment and management.

3.8 Publication
To print any newsletters, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects.

3.9 Advisory Services
To provide guidance and advice on the management of properties to all financial members of the WnPIA and to provide chargeable services to members and related organisations from time to time.

3.10 Management
To provide information, advice and guidance on management with respect to defaulting tenants.

3.11 Businesses
To purchase, take on lease or in exchange, hire and otherwise acquire, any real or other property and any rights or privileges which the WnPIA may think necessary or convenient to further the objects of the WnPIA; likewise, to dispose of such property in a fit and proper manner.

3.12 Finance
To borrow or raise or secure the payment of money in such a manner as the WnPIA may think fit and in particular by the issue of debentures, debenture stock, mortgages or any other security charged upon all or any of the property and/or rights or without any such security and upon such terms as to priority and otherwise as the WnPIA shall think fit; and to purchase, redeem or pay off any such securities.

3.13 Invest
To invest and deal with WnPIA funds not immediately required in such a manner as may from time to time be determined.

3.14 General
To do all such things as are identical or conducive to the attainment of the above objects.

3.15:
Notwithstanding any other provision in this Constitution, no member of the Association or any person associated with a member shall participate in or materially influence any decision made by the Association in respect of the payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever unless such income benefit or advantage shall be reasonable and relative to that which would be paid or given in an arm's length transaction, being open market value. No income, benefit or advantage shall be applied other than to the objectives of the Association.

4.0 MEMBERSHIP

4.1 Eligibility
Any person or partnership who owns, manages, or is interested in investment property may apply for membership. On completion of the membership form the WnPIA executive shall consider the application and reserve the right to decline or accept members at their absolute discretion. The executive shall not be required to give any justification for declining or accepting any membership application.

4.2 Ordinary Membership
Membership must be held in the name of the individual/s. On receipt of the completed application form of the prospective member, the executive committee of the WnPIA will approve or decline membership by voting on a resolution.

4.3 Life Membership
Any member of the Association may be nominated to the honorary position of ‘life member' of the Association. Such nomination must be supported by resolution of the executive and be the subject of a notice of motion to an Annual General Meeting.
Life membership carries the privileges of ordinary membership for life and is conferred in recognition for outstanding service to the WnPIA. The payment of annual subscriptions is waived.

4.4 Honorary Membership
Any person able to offer, or who has given, special services to the WnPIA may be nominated to the position of honorary member. The title must be approved by the executive and is revocable at any time.
The holder is exempt from the payment of entrance fees or subscriptions and is entitled to all the privileges of membership for one year except voting rights. An honorary member may appoint an individual to provide representation at any meeting.

4.5 Resignation
Any member may resign from the WnPIA by forwarding a resignation in writing to the WnPIA executive. Membership shall cease from the date of acceptance by the executive. Resignations will not prejudice the right of the WnPIA executive to collect any monies owing.

4.6 Termination of Membership
Membership shall automatically lapse when any subscriptions or levies remain unpaid six months after the due date. Lapsed membership however shall not prevent the WnPIA from taking action to recover any monies owed.
Where a member commits a breach of these rules or is considered unfit for membership the executive may issue a warning to the offending member or may call a special meeting of the executive to consider the matter. Each member of the executive and the member in breach shall be given at least seven days notice of the special meeting such notice to state the full nature of the business. At this meeting the member shall be given the full opportunity to state their case. The meeting may put forward a motion for the expulsion or suspension of the member for any period of time subject to the provisions of clause 4.8.

4.7 Suspension or Expulsion

4.7.1 Suspension
Any member who in the opinion of the executive has acted in a manner prejudicial to the interest of the WnPIA may be suspended from membership for a period not exceeding 4 months at the discretion of the executive, provided such a member shall have a right to be heard and a right of appeal to a General Meeting which may confirm, vary or revoke the executives decision. At least 21 days' written notice of any proposed suspension resolution shall be given to all persons entitled to vote and to the member concerned, giving particulars of the acts which are the subject of complaint. A suspended member shall not be eligible to rejoin the WnPIA:
(a) for a period not exceeding four (4) months from the date of the suspension and
(b) without the express permission of the executive.

4.7.2 Expulsion
(i) Expulsion of a member is to be regarded as a very severe penalty, gravely reflecting on the credit of the individual concerned. Imposition of such a penalty should therefore not be entered upon lightly and expulsion should take place only in accordance with the rules as provided in the constitution. The move to expel must be taken in good faith and in the genuine interest of the WnPIA, with the member concerned being given a proper opportunity to be heard and with the circumstances being such that the penalty is not excessive in relation to the offence.
(ii) any member may be called upon to terminate their membership only if required to do so by a resolution passed by a majority vote at a meeting of the executive committee. Prior to the executive committee resolving the matter of the expulsion of a member, the executive committee shall obtain written legal advice. The member concerned shall be given an opportunity to be heard before the resolution is voted on by the executive committee.
(iii) separate motions are to be moved if it is desired to suspend or expel two or more persons.

The decision to suspend or expel a member shall be communicated in writing to such member. If any person shall cease to be a member their name shall be removed from the register.

4.8 Register of Members
The Secretary shall ensure that a register of members of the WnPIA is kept. This shall contain the member's name, address, occupation, class of membership, and such other particulars as may be prescribed by the Executive.

4.9 Notice of Change of Address
It shall be the duty of every member to communicate any change of address to the WnPIA Secretary who shall record the same in the register and all letters addressed to such members posted to or delivered at such address shall be deemed to have been delivered to and have been received in the ordinary course of post by such member. If a member fails to communicate his address or any changes thereof to the WnPIA Secretary all letters delivered at or posted to such members last known address shall be deemed to have been delivered to and received by such member. Every notice so posted shall be deemed to be duly given or served four days after the day it is posted.

4.10 Disclosure of WnPIA Membership Information
Membership information shall not be disclosed to a third party without a resolution of the executive committee and in accordance with the terms of the Privacy Act.

4.11 Voting Rights
Each corporate, ordinary, life or honorary membership shall entitle the holder to no more than one voting right.
Any member entitled to vote and unable to attend an Annual General Meeting can:
(i) in writing , nominate any other financial member to exercise a vote on their behalf by forwarding a written proxy to the secretary immediately prior to the meeting. The Secretary shall then be required to hand such proxy to the named member at the meeting.
(ii) submit a vote on any resolution to be determined at a general meeting, by proxy. Such proxy to be forwarded to the Secretary as above (i).

5.0 DUTIES AND POWERS OF THE EXECUTIVE COMMITTEE

5.1 Executive Committee Structure
The executive shall consist of up to 16 members of which up to 5 shall be management committee members (to include the immediate past President who shall hold the post for one year) and up to 11 shall be executive committee members. The positions are:
1 President
1 Vice President
1 Secretary
1 Treasurer
Immediate Past President
Committee - up to 11 members

5.2 Qualification For Executive Committee
The President and Vice President must have served as members of the executive committee for 1 year within the past 3 years prior to their election or appointment.
All members of the executive committee must be members of the WnPIA.

5.3 Election of Executive Committee Members
The executive committee shall be elected at the Annual General Meeting each year.

A list of nominations for the executive committee postions shall be displayed at the Annual General Meeting for inspection by attendees. Additional nominations may be called for from the floor, by the chairperson conducting the elections.

In the event that a management position of the executive committee is not filled at the Annual General Meeting, the incoming executive committee shall have the power to appoint a member of the executive committee to that position.

5.3.1 Executive committee's powers of co-option
The executive committee shall have the power to appoint members to fill any vacancy on the executive committee due to the resignation of a committee member or a position not filled at the Annual General Meeting.

New executive committee members must attend at least 2 committee meetings before being appointed to the executive committee, and after appointment they shall have voting rights within the executive committee.

5.4 Voting Procedure
The election referred to in clause 5.3 shall be conducted as follows:
(i) Each management member of the executive committee shall be voted in separately by the meeting.
(ii) The remaining executive committee shall be voted in en masse, if the number of nominations is equal to or less than the number of executive committee positions available. If the number of nominations received for executive committee members' positions do not exceed the number of positions available then those nominated may be declared elected by the chairperson, providing that if insufficient nominations are received the chairperson may call for nominations from the floor.
(iii) Voting shall be by simple majority by a show of hands; or if requested by the chairperson or by the meeting a secret ballot may be held.
(iv) If a secret ballot is required 2 scrutineers shall be appointed by the chairperson of the meeting. The scrutineers shall undertake scrutiny of the ballot and report to the chairperson of the meeting the result of voting for each officer. The nominee who shall have received the largest number of votes for each respective office shall be deemed to be appointed to such office. In the event of a tie the chairperson shall have the casting vote.
(v) Any vote for a greater number of candidates than there are positions shall be invalid; however, any vote for a lesser number of candidates than there are positions shall be valid.

5.5 Term of Office
The term of office for executive members shall be for one year or until such time of the next Annual General meeting. Any casual vacancy in the position of President or Vice President may be filled for the remaining portion of the year by resolution at the next executive meeting following the notice of the vacancy. Conditions regarding nomination and election of the above member(s) are contained in clauses 5.2 and 5.4. The Immediate Past President (IPP) shall cease to be the IPP at the next Annual General Meeting.

5.6 Duties Defined

5.6.1 The Executive Committee
In general, the executive committee is charged with the control of WnPIA assets and administration of the affairs and business of the WnPIA in an efficient manner:
(i) To alter or rescind standing orders, by-laws and regulations not consistent with the WnPIA's constitution or the Incorporated Societies Act 1908.
(ii) To appoint any person or persons on any sub-committee for any special object or purpose and to define powers and duties of such sub committee; and to vary or add to the personnel thereof and to fill any vacancy thereon.
(iii) To fill casual vacancy on the Executive subject to the provisions of clause 5.5.
(iv) To ensure that all duties as directed by the general meeting and the constitution are carried out.
(v) To ensure that the interests of the WnPIA and its members are upheld at all times.
(vi) To meet regularly and manage the affairs of the WnPIA.

5.6.2 President - Specific Duties
(i) To uphold the aims and objects of the WnPIA.
(ii) To carry out such duties as directed by General Meetings and the constitution.
(iii) To chair all executive committee and general meetings of the WnPIA; he/she may delegate the chair at any meeting to the Vice President.
(iv) (iv) To ensure the policy decisions of the executive are effected.
(v) To call general meetings of members in the absence of the Secretary.
(vi) To perform all duties usual and appropriate to the office.
(vii) To interpret all points not covered within the constitution or standing orders.
(viii) To speak and call for votes at all meetings on issues relating to the welfare of the WnPIA. In the event of an equal number of votes the President must call for another vote or use a Chairperson's casting vote.

5.6.3 Vice President - Specific Duties
(i) To render all assistance to the President
(ii) To assume the full powers of the President in his/her absence.
(iii) To chair meetings in the absence of the President but he/she may delegate the chair at any meeting to an executive committee member.
(iv) To carry out such duties as directed by the President.

5.6.4 Secretary - Specific Duties
(i) To attend all meetings including the annual or any special general meetings of the WnPIA.
(ii) To conduct the ordinary and legal business of the WnPIA and to perform such other duties as the executive may from time to time assign to him/her.
(iii) To ensure accurate records of the meetings of the WnPIA and minutes of meetings of the executive committee are kept.
(iv) To ensure all resolutions are minuted.
(v) To ensure all correspondence and affairs of the WnPIA are appropriately and lawfully carried out.
(vi) To give notice of all general meetings of the WnPIA and circularise such documents that may be directed by the executive.
(vii) To ensure a register of members is kept.

5.6.5 Treasurer - Specific Duties
(i) To keep or cause to be kept proper books of accounts in respect of the financial transactions of the WnPIA.
(ii) To receive or cause to be received monies on behalf of the WnPIA and give receipts therefore and to make such disbursements from the funds of the WnPIA as may from time to time be authorised by the executive committee.
(iii) To report to members the annual financial accounts of the WnPIA.
(iv) To invest in interest bearing accounts surplus funds not required for day to day operation.

5.6.6 Committee Members - Specific Duties
(i) To supervise the activities of the WnPIA.
(ii) To finalise all policy decisions and to accept responsibility for the running of the WnPIA.
(iii) To do all things relating to the WnPIA activities which are not expressly reserved for action by members in general meetings.
(iv) To give full support, where appropriate, to the executive committee.

5.6.7 Immediate Past President
The Immediate Past President whilst serving on the executive committee shall guide, direct and communicate any past matters arising from previous years that may be of benefit to the present Executive.

5.7 Election of Sub Committees
The executive committee may authorise the formation of sub-committees of the WnPIA executive if and when it considers it advisable to do so.

A sub-committee must consist of at least 2 members, at least one of which must be an executive committee member unless otherwise ordered by the WnPIA executive committee.

Any sub-committee so formed can apply for reimbursement for any related expense likely to be incurred by obtaining approval of the WnPIA executive committee prior to incurring such expenditure.

5.8 Removal of Executives
Any executive committee member may be removed from office by the vote of a Special General Meeting of the WnPIA called for that purpose.

5.9 Sale of Executive and Administration Services
Under Objects Clause 3.9 the executive committee can by way of a majority decision enter into a contract with a third party for services given and receive payment for those services in the name of the WnPIA.

6.0 MEETINGS

6.1 Executive Committee Meetings
Executive committee meetings will normally be held once each calendar month. The President may direct the Secretary to call any extra meetings deemed necessary to ensure the efficient operation of the WnPIA.

6.2 Special General Meetings
A Special General Meeting may be called either by the executive committee, or by written request of 20 financial members: such request must be signed by the members and must set out the purpose for the meeting. The Secretary shall send to each member seven days notice of the Special General Meeting.

6.3 Annual General Meetings
The Annual General Meeting of the WnPIA shall be held at a time and place determined by the executive committee, no later than 5 months from the end of each financial year. Twenty one days notice of the Annual General Meeting shall be sent to the members of WnPIA.

The business of the Annual General Meeting shall be:
(a) Apologies
(b) To confirm minutes of the previous Annual General Meeting
(c) To receive Annual Reports and Financial Statements
(d) To consider any Notice of Motion
(e) To elect: President
Vice President
Secretary
Treasurer
up to 11 Committee Members
(f) To elect Life Members (if applicable)
(g) To appoint Auditor and Honorary Solicitor
(h) General Business

The AGM will be chaired by the outgoing President for matters (a) to (d) above, when he/she cedes the chair to the Honorary Solicitor, or any other member duly appointed to conduct the election of the executive committee (e): the person conducting the elections may not be someone who is nominated for the executive committee. The incoming President shall chair the remainder of the AGM.

6.4 Quorum Requirements
A quorum at any Annual or Special General Meeting shall be 40 members including proxy but there shall not be less than twenty members entitled to vote in attendance. A quorum at any executive meeting shall be at least five executive members. A quorum at any sub-committee meeting shall be two. If a quorum is not in attendance within 30 minutes after the time for the start of the meeting, the meeting shall be postponed.

6.5 Procedural Requirements
Chairperson: all meetings shall be chaired by the President, or in his/her absence the Vice President, or in his/her absence the Immediate Past President, or in his/her absence a member of the executive committee.

Voting shall be by show of hands of those present and decisions shall be reached on a simple majority unless otherwise provided for in these rules.

In the event of a close vote by show of hands, members may call for a recount by secret ballot. Where a ballot takes place two scrutineers are to be appointed.

Minutes shall be taken and recorded at all meetings.

6.6 Failure to Attend Meetings
If any executive committee member shall fail to attend any 4 consecutive executive meetings without tendering an apology, then the member will be deemed to have resigned from the executive committee.

7.0 FINANCIAL MANAGEMENT

7.1 Authority
The executive committee shall have the following authority:
(i) To borrow funds with or without security
(ii) To open, operate and close bank accounts in the name of the WnPIA. Signing authority on such bank accounts shall be by any two of the following: the Treasurer, the Secretary, the President, or the Vice President.
(iii) To invest funds in an interest bearing account in the name of the WnPIA at a bank as approved by the executive. Those signatures required for investment transactions shall be the same as above.
(iv) The financial decisions of the WnPIA shall be made by the Executive committee, but not by any individual executive or member of the committee.

Generally the funds and property of the WnPIA shall be applied solely in promotion of the objects set out in section 3.0 of this constitution unless section 10.0 is effected.

7.2 Financial Year
The financial year shall run from the first day of April in each year to the 31st day of March in the following year.

7.3 Annual Subscriptions and Levies
The annual subscription for ordinary memberships shall be determined annually by the executive, up to the maximum amount approved by the previous AGM. All annual subscriptions shall be payable in advance by the subscription due date determined each year.

7.4 Annual Accounts
The annual accounts shall comprise the following:
(i) Statement of Financial Performance
(ii) Statement of Financial Position
All members shall have the right to receive the copies of the accounts and the right to inspect the minutes of any general meeting.

7.5 Auditor
An auditor shall be appointed at the Annual General Meeting of the WnPIA each year and hold office until the next Annual General Meeting, and shall be eligible for re-election. The Auditor must be a member of the Institute of Chartered Accountants of New Zealand. No member of the executive committee may be eligible for election as auditor. The WnPIA Executive may authorise the payment of audit fees to the elected auditor.

7.6 Reserves
The Association shall be managed so that it has the equivalent of a minimum of six months of operating expenses in reserve funds and the maximum level of reserves shall be set at nine months of operating expenses plus any agreed capital projects or new initiatives.

8.0 ALTERATION OF THE CONSTITUTION

8.1 Procedure
Alteration, amendments or additions to these rules shall be made at a Special General Meeting. A notice of motion proposing the alteration, amendment or addition shall be notified to the Secretary in writing. The Secretary shall present the notice of motion at the next meeting of the executive committee. A Special General Meeting to consider the notice of motion shall be held not later than 3 months after that executive committee meeting.

8.2 Acceptance Requirements
Any alteration, amendment or addition to the constitution shall require a majority vote at a Special General Meeting.

8.3:
No addition to or alteration of clause 3.15 (personal benefits to members), and 10 (winding up), nor to or of the non-profit aims of the Association, shall be approved without the approval of the Inland Revenue Department, and the provisions and effect of this clause shall not be removed from this document and shall be implied into any document replacing this document.

9.0 COMMON SEAL

9.1 The Seal shall be kept under the supervision of the Secretary and used only after resolution by the executive committee.

9.2 The seal shall be affixed in the presence of the Secretary or the President and any Executive Committee member so authorised by the Executive Committee for the purpose of affixing the seal, and the signatories shall add after their signature the capacity in which they have signed.

10.0 WINDING UP

The WnPIA shall not be wound up except in accordance with a resolution passed pursuant to Section 24 of the Incorporated Societies Act 1908 and in accordance with the provisions of that Section or by the High Court pursuant to Section 25 of the Incorporated Societies Act.

Upon the dissolution or winding up of the Association, the assets are to be transferred to and administered by the Public Trustee in trust for the benefit of the property investment industry in Wellington as outlined in section 3.0.

11.0 EXECUTIVE INDEMNITY

Any WnPIA Executive Committee member acting in his/her official capacity with the approval of the WnPIA or the executive committee who incurs a personal liability shall be indemnified by the WnPIA provided that the said person has acted honestly without negligence and in the performance of his/her official duties.

12.0 PUBLICATIONS AND ADVERTISING

The executive may appoint an editor who may be invited to attend the executive committee meetings to publish a newsletter, magazine, circular or other publication to further the objects of the WnPIA and may distribute it among members and also the public either free or at a price to be fixed by the executive. The editor may also undertake to receive advertising revenue for the WnPIA with any publication so generated.

13.0 INTERPRETATION

In the event of any question arising as to the construction or interpretation of this constitution, the executive committee by simple majority is empowered to act on its own interpretation of such matters. Any member or members objecting to such a decision of the executive may require the decision to be submitted for review at a Special General Meeting, to be held within three (3) months of the objection to the decision being received by the executive committee.

14.0 RESOLUTIONS BINDING

All resolutions of the WnPIA in General Meetings in accordance with these rules shall be binding on all members whether or not they are present at the meeting. A declaration by the chairperson of the meeting that a resolution has been carried or lost together with an entry in the minutes of the WnPIA shall be conclusive evidence of that fact.

Any members may require such a resolution to be reviewed or set aside by the WnPIA at a Special or Annual General Meeting. In the event of such a requirement, the procedures of notice shall be the same as those in section 8.1.

1. Name
2. Registered Office
3. Objects
4. Membership
4.1 Eligibility for Membership
4.2 Ordinary Membership
4.3 Corporate Membership
4.4 Life Membership
4.5 Honorary Membership
4.6 Resignation
4.7 Termination
4.8 Suspension or Expulsion
4.9 Register of Membership
4.10 Notice of Change of Address
4.11 Disclosure of WnPIA Membership Information
4.12 Voting Rights
5. Duties and Powers of the Executive
5.1 Executive Structure
5.2 Qualification For Executive Committee
5.3 Election of Executive Members
5.4 Voting Procedure
5.5 Terms of Office
5.6 Duties Defined
5.7 Selection of Sub Committees
5.8 Removal of executive Members
5.9 Sale of Executive Services
6. Meetings
6.1 Executive Meetings
6.2 Special General Meetings
6.3 Annual General Meeting
6.4 Quorum Requirements
6.5 Procedural Requirements
7. Financial Management
7.1 Powers
7.2 Financial Year
7.3 Annual Subscription and Levies
7.4 Annual Accounts
7.5 Auditor
7.6 Reserves
8. Alteration to Constitution
8.1 Procedure
8.2 Acceptance Requirements
8.3 Interpretation
9. Common Seal
10. Winding Up
11. Executive Indemnity
12. Publications and Advertising
13. General Matters
14. Resolutions Binding

Constitution of the Wellington Property Investors Association

This page is attached to the 18 pages of the Constitution marked "Constitution of the Wellington Property Investors' Association" Pages 1 to 18.

This constitution replaces the old constitution. It was passed by a special meeting held on 25th June 2007.