Auckland DQ RPG Club Rules

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Rules of Auckland DQ RPG Club Incorporated

The Society

Name

  1. The name of the society is Auckland DQ RPG Club Incorporated ("the Society").
  2. The Society is constituted by resolution dated Sunday, 11th March 2012.

Purposes of Society

  1. The purposes of the Society are to:
    1. Support participation in the Auckland DQ role-playing campaign. Specifically:
      • (i) Host the Club Website, currently the wiki at http://www.dq-nz.org/dqwiki/index.php
      • (ii) Arrange venues for the quarterly club meetings, usually Hire of a community hall from Auckland City Council.
      • (iii) Publish quarterly newsletters on the in-game activities of that quarter.
    2. Do anything necessary or helpful to the above purposes.
  2. Pecuniary gain is not a purpose of the Society.

Management of the Society

Managing Committee

  1. The Society shall have a managing committee ("the Committee"), comprising the following persons:
    1. The Chair
    2. The Secretary
    3. The Treasurer
    4. The Editor
    5. The Campaign Coordinator
  2. Only Active Members of the Society may be Committee Members.
  3. There shall be a minimum of three Committee Members.

Appointment of Committee Members

  1. At the Society Annual General Meeting, the Members may decide by majority vote:
    1. Who shall be the Chair, Secretary, and Treasurer;
    2. Whether any Committee Member may hold more than one position as an officer;
  2. Committee Members will hold their position for 1 year ("the Term"). There is no limit to the number of consecutive years they may hold the position if they continue to be elected to it.
  3. The new Chair, Secretary and Treasurer will confirm the appointment of the volunteers for the offices of Editor and Campaign Coordinator.

Cessation of Committee Membership

  1. Persons cease to be Committee Members when:
    1. They resign by giving written notice to the Committee.
    2. They are removed by majority vote of the Society at a Society Meeting.
    3. Their Term expires.
  2. If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.

Nomination of Committee Members

  1. Nominations for members of the Committee opens 3 months before the Annual General Meeting. Each candidate shall list themselves in the appropriate section of the AGM Agenda on the club web site. Nominations shall close at 5pm on the Friday before the Annual General Meeting. All retiring members of the Committee shall be eligible for re-election.
  2. If the position of any Officer becomes vacant between Annual General Meetings, the Committee may appoint another Committee Member to fill that vacancy until the next Annual General Meeting.
  3. If the position of any Committee Member becomes vacant between Annual General Meetings, the Committee may appoint another Society Member to fill that vacancy until the next Annual General Meeting.
  4. If any Committee Member is absent from three consecutive meetings without leave of absence the Chair may declare that person's position to be vacant.

Role of the Committee

  1. Subject to the rules of the Society ("The Rules"), the role of the Committee is to:
    1. Administer, manage, and control the Society;
    2. Carry out the purposes of the Society, and Use Money or Other Assets to do that;
    3. Manage the Society's financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
    4. Set accounting policies in line with generally accepted accounting practice
    5. Delegate responsibility and co-opt members where necessary
    6. Ensure that all Members follow the Rules;
    7. Decide the times and dates for Meetings, and set the agenda for Meetings;
    8. Decide the procedures for dealing with complaints;
    9. Set Membership fees, including subscriptions and levies;
    10. Make regulations.
  2. The Committee has all of the powers of the Society, unless the Committee's power is limited by these Rules, or by a majority decision of the Society.
  3. All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the Chair shall have a casting vote, that is, a second vote.
  4. Decisions of the Committee bind the Society, unless the Committee's power is limited by these Rules or by a majority decision of the Society.

Roles of Committee Members

  1. The Chair is responsible for:
    1. Ensuring that the Rules are followed;
    2. Convening Meetings and establishing whether or not a quorum (half of the Committee) is present;
    3. Chairing Meetings, deciding who may speak and when;
    4. Overseeing the operation of the Society;
    5. Providing a report on the operations of the Society at each Annual General Meeting.
  2. The Secretary is responsible for:
    1. Recording the minutes of Meetings;
    2. Keeping the Register of Members;
    3. Holding the Society's records, documents, and books except those required for the Treasurer's function;
    4. Receiving and replying to correspondence as required by the Committee;
    5. Forwarding the annual financial statements for the Society to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting.
    6. Advising the Registrar of Incorporated Societies of any rule changes;
  3. The Treasurer is responsible for:
    1. Keeping proper accounting records of the Society's financial transactions to allow the Society's financial position to be readily ascertained;
    2. Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies' accounting policies.
    3. Providing a financial report at each Annual General Meeting;
    4. Providing financial information to the Committee as the Committee determines.
  4. The Editor is responsible for:
    1. Publishing a quarterly newsletter on in-game events.
  5. The Campaign Coordinator is responsible for:
    1. Communicating with and where necessary coordinating the activities of games within the shared game world.
    2. When necessary, arbitrating and deciding outcomes where activities of games within the shared world come in conflict.

Committee Meetings

  1. Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide;
  2. No Committee Meeting may be held unless more than half of the Committee Members attend;
  3. The Chair shall chair Committee Meetings, or if the Chair is absent, the Committee shall elect a Committee Member to chair that meeting;
  4. Decisions of the Committee shall be by majority vote;
  5. The Chair or person acting as Chair has a casting vote, that is, a second vote;
  6. Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.
  7. Subject to these Rules, the Committee may regulate its own practices;
  8. The Chair or his nominee shall adjourn the meeting if necessary.
  9. Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Society Membership

Types of Members

  1. Membership may comprise different classes of membership, these are:
    1. Active Members - are playing in club games during the current term and have paid their fees for the current term and are not in arrears for previous terms.
    2. Trial Members - are playing in club games during the current term and are exempt from fees for one of the following reasons:
      • (i) new members are not required to pay fees in their first year of participating in club activities
      • (ii) they are students at school, university, or other tertiary institute
      • (iii) other exceptional circumstances, each case must be approved by the committee
    3. Passive Members - have previously been active members in the club and may become so again in the future.
  2. Members have the rights and responsibilities set out in these Rules.

Admission of Members

  1. To become a Member, a person ("the Applicant") must:
    1. Directly or indirectly notify the Committee of their intent to join
    2. Create a DQ role-playing character and join a game
    3. Supply their name, a means of contacting them, and any other information the Committee requires.
  2. The Committee shall have complete discretion when it decides whether or not to allow the Applicant become a Member. If the Committee declines an application then it shall advise the Applicant of its decision, and that decision shall be final.

The Register of Members

  1. The Secretary shall keep a register of Members ("the Register"), which shall contain the names and contact details of all Members.
  2. If a Member's contact details change, that Member shall give the new details to the Secretary.
  3. Each Member shall provide such other details as the Committee requires.
  4. The Register of Members Names will be maintained on the club website, members may choose whether to include their contact details on this list.

Cessation of Membership

  1. Any Member may resign by giving written notice (including Email, or Wiki Edit) to the Secretary.
  2. Membership terminated in the following way:
    1. If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society, the Committee may give written notice of this to the Member ("the Committee's Notice"). The Committee's Notice must:
      • (i) Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society;
      • (ii) State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member's Membership.
      • (iii) State that if, within 14 days of the Member receiving the Committee's Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member's Membership.
      • (iv) State that if the Committee terminates the Member's Membership, the Member may appeal to the Society.
    2. 14 days after the Member received the Committee's Notice, the Committee may in its absolute discretion by majority vote terminate the Member's Membership by giving the Member written notice ("Termination Notice"), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Society at the next Meeting by giving written notice to the Secretary ("Member's Notice") within 28 days of the Member's receipt of the Termination Notice.
    3. If the Member gives the Member's Notice to the Secretary, the Member will have the right to be fairly heard at a Society Meeting held within the following 3 months. If the Member chooses, the Member may provide the Secretary with a written explanation of the events as the Member sees them ("the Member's Explanation"), and the Member may require the Secretary to give the Member's Explanation to every other Member within 7 days of the Secretary receiving the Member's Explanation. If the Member is not satisfied that the other Society Members have had sufficient time to consider the Member's Explanation, the Member may defer his or her right to be heard until the following Society Meeting.
    4. When the Member is heard at a Society Meeting, the Society may question the Member and the Committee Members.
    5. The Society shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Society's decision will be final.

Obligations and Rights of Members

  1. All Members (and Committee Members) shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.
  2. Active and Trial Members may participate in club games.
  3. All members may have access and permission to contribute to the club web site and newsletters. Unless this access is revoked by the committee due to abuse of the access.

Money and other assets of the society

Use of Money and Other Assets

  1. The Society may only Use Money and Other Assets if:
    1. It is for a purpose of the Society;
    2. It is not for the sole personal or individual benefit of any Member; and
    3. That Use has been approved by either the Committee or by majority vote of the Society.

Joining Fees, Subscriptions and Levies

  1. Fees and Subscriptions should be paid directly to the club bank account by electronic banking or deposit at a branch. The committee may accept cash from members to deposit on their behalf only if there is no other option.
  2. If any Member does not pay a Subscription or levy by the date set by the Committee or the Society, the Secretary will give written notice that, unless the arrears are paid by a nominated date, the Membership will be terminated. After that date, the Member shall (without being released from the obligation of payment of any sums due to the Society) have no Membership rights and shall not be entitled to participate in any Society activity.

Additional Powers

  1. The Society may:
    1. Employ people for the purposes of the Society;
    2. Exercise any power a trustee might exercise;
    3. Invest in any investment that a trustee might invest in;
  2. The Society may not:
    1. Borrow money nor incur debt or financial obligation that cannot be met by current subscriptions.

Banking

  1. The committee shall maintain a bank account for the society.
  2. Unless unable to do so, all society financial transactions shall be made through the bank account.
  3. Current Bank statements shall be made available to any Active Member that requests them.
  4. The club bank account may not have any overdraft facility.

Financial Year

  1. The financial year of the Society begins on the second Sunday of March of every year and ends the day before the second Sunday of March of the next year.

Assurance on the Financial Statements

  1. No review or audit of the annual financial statements is required unless a review or audit is requested by 50% of the Members at any properly convened Society Meeting.
  2. The financial statements and bank statements shall be made available to any active member that requests them within a reasonable time but no more than 3 months after the request.

Conduct of Meetings

Guild Meetings

  1. General 'Guild' Meetings shall be held quarterly for the purpose of organising games for the following quarter. These shall be held on the second Sunday of March, June, September, and December of each year. These meetings will usually be between 12:30pm and 2:30pm, the Committee shall determine exactly when and where.
  2. Society meetings shall be scheduled to coincide with Guild Meetings unless circumstances make it unreasonable to do so.

Society Meetings

  1. A Society Meeting is either an Annual General Meeting or a Special General Meeting.
  2. The Annual General Meeting shall be held once every year on the second Sunday of March . The Committee shall determine when and where the Society shall meet on that date.
  3. A Society Meeting may be 'virtual' (held by Audio/Video conference) provided that the minutes include a list of all participating Active Members.
  4. Special General Meetings may be called by the Committee. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 10 of the Active Members.
  5. The Secretary shall ensure that the appropriate section of the club web site contains:
    1. Written Notice of the business to be conducted at least 7 days before any Society Meeting.
    2. A copy of the Chair's Report on the Society's operations and of the Annual Financial Statements as approved by the Committee,
    3. A list of Nominees for the Committee, and information about those Nominees if it has been provided.
    4. Notice of any motions and the Committee's recommendations about those motions.
    5. If the Secretary has provided this notice on the club website for all Members in good faith, the Meeting and its business will not be invalidated simply because one or more Members do not receive the notice.
  6. All Members may attend and all Active Members may vote at Society Meetings.
  7. No Society Meeting may be held unless at least 20 Active Members attend. (This will constitute a quorum.)
  8. All Society Meetings shall be Chaired by the Chair. If the Chair is absent, the Society shall elect another Committee Member to Chair that meeting. Any person Chairing a Society Meeting has a casting vote.
  9. On any given motion at a Society Meeting, the Chair shall in good faith determine whether to vote by:
    • Voices;
    • Show of hands;
    • Written vote; or
    • Secret ballot.

However, if any Member demands a secret ballot before a vote by other means has begun, voting must be by secret ballot. If a secret ballot is held, the Chair will have a casting, that is, second vote.

  1. The business of an Annual General Meeting shall be:
    1. Receiving any minutes of the previous Society's Meeting(s);
    2. The Chair's report on the business of the Society;
    3. The Treasurer's report on the finances of the Society, and the Annual Financial Statements;
    4. Election of Committee Members;
    5. Motions to be considered;
    6. General business.
  2. The Chair/President or his nominee shall adjourn the meeting if necessary.
  3. Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chair may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Motions at Society Meetings

  1. Any Active Member may request that a motion be voted on ("Member's Motion") at a particular Society Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion ("Member's Information"). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion. However, if the Member's Motion is signed by at least 10 Active Members:
    1. It must be voted on at the Society Meeting chosen by the Member; and
    2. The Secretary must ensure the Member's Information is available on the club website to all Members at least 14 days before the Society Meeting chosen by the Member; or
    3. If the Secretary fails to do this, the Member has the right to raise the motion at the following Society Meeting.
  2. The Committee may also decide to put forward motions for the Society to vote on ("Committee Motions") which shall be suitably notified.

Common Seal

Common Seal

  1. The Committee shall provide a common seal for the Society and may from time to time replace it with a new one.
  2. The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the President and countersigned by the Secretary or a member of the Committee.

Altering the rules

Altering the Rules

  1. The Society may alter or replace these Rules at a Society Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
  2. Any proposed motion to amend or replace these Rules shall be signed by at least 10 Active Members and given in writing to the Secretary or posted on the appropriate section of the club web site at least 28 days before the Society Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
  3. At least 14 days before the General Meeting at which any Rule change is to be considered the Secretary shall ensure the web site contains written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
  4. When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.

Bylaws

Bylaws to govern the Society

  1. The Committee may from time-to-time make, alter or rescind bylaws for the general management of the society, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws shall be binding on members of the Society. A copy of the bylaws for the time being, shall be available for inspection by any member on request to the Secretary.

Winding Up

Winding Up

  1. If the Society is wound up:
    1. The Society's debts, costs and liabilities shall be paid;
    2. Surplus Money and Other Assets of the Society may be disposed of:
      • (i) By resolution; or
      • (ii) According to the provisions in the Incorporated Societies Act 1908; but
    3. No distribution may be made to any Member;
    4. The surplus Money and Other Assets shall be distributed to: [see S.27 of the Act]
      • (i) Another Incorporated Society in good standing whose purpose relates to role-playing games; or
      • (ii) Assets auctioned to members and cash proceeds donated to Starship Children's Hospital or similar charitable organisation.

Definitions

Definitions and Miscellaneous matters

  1. In these Rules:
    1. "Majority vote" means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.
    2. "Money or Other Assets" means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
    3. "Society Meeting" means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
    4. "Use Money or Other Assets" means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, Money or Other Assets.
    5. "Written Notice" means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
    6. It is assumed that
      • (i) Where a masculine is used, the feminine is included
      • (ii) Where the singular is used, plural forms of the noun are also inferred
      • (iii) Headings are a matter of reference and not a part of the rules
    7. Matters not covered in these rules shall be decided upon by the Committee.