Bylaws For Adoption 1990

RETAIL & WHOLESALE
Merchants
Association
OF NEW ZEALAND INC.

Our ref:1/1
2 November 1989 revised 26 March 1990

DRAFT BY-LAWS FOR RETAIL AND WHOLESALE MERCHANTS ASSOCIATION BRANCH OPERATIONS

The following draft by-laws, for consideration by the Board of Directors and the various branches within the Association, are designed to cover the establishment, disestablishment and operations of branches. Because of the size and nature of the different interest groups within the Association, these by-laws will be of a general nature in many instances.

The philosophy behind them is that a group of members may request the Association to approve the formation of a branch and that this request will be considered and approved, or declined, by the Board of Directors. The Association must retain the right to disestablish a branch, because it is eventually responsible for the finances of the branch. This should not preclude the disestablishment of a branch by its members. The financing of a branch is to be by the Association by way of a grant to run an imprest account, and this should be on the basis of an annual budget. The budget should be submitted to the Board of Directors at a pre-determined time and will be subject to negotiation with the branch. It should not preclude branches raising funds of its own, but will preclude the branch from levying or raising additional subscriptions in its area.

1.   Establishment
a)   At the request of a group of members, the Board of Directors will investigate and if considered appropriate may approve the establishment of a branch of the Association;
b)   The geographical boundaries and/or trade interests to be covered by the branch will be agreed between the Board and the branch committee.

2.   Objectives
The objectives of a branch are:
a)   to provide a local regional organisation for merchants and others engaged in trade in distribution;
b)   to represent and promote the interests of merchants and others engaged in trade in distribution;
c)   to provide services and goods that will assist merchants and others engaged in trade in distribution.

3.   Membership
a)   The membership of a branch will be those financial members of the Association operating within the agreed boundaries;
b)   The classes of membership will be those provided for in the Association’s rules. (Refer to Association Rule 4 a,b,c,d);
c)   Applications and terminations of membership will be made to the Association as per Rule 5 and 6.

4.   Finances and financial year
a)   Branches will operate an Imprest Bank Account which will be funded by the Association;
b)   Branches will submit annual budgets, by 31 December ,for approval by the Board of Directors for inclusion in the Association Annual Budget for the financial year which commences on 1 April;
c)   No individual member has the authority to commit the branch or the Association without the Committee’s prior approval.
d)   A branch may, if it wishes, establish an education and promotion Account to be operated at the discretion and responsibility of the Branch Committee;
e)   If branches conduct social events at a profit, these funds are to be remitted to the Branch’s Trust fund;
f)   Cheque signatures to the Branch Bank Accounts will be appointed by the branch committee;
g)   Branches may not strike a levy or set a subscription fee for members;
h)   Branches may not borrow money, take or lease any lands, buildings or parts of buildings or chattels;
i)   Branches may invest and deal with monies raised by it for its trust fund;
j)   Branch accounts will be audited by arrangement with the Board of Directors

5   Management
a)   The affairs of the branch will be governed by a committee elected by the Branch members at the Annual General meeting;
b)   The branch will determine from time to time the size of the committee and will elect a chairperson from within its membership;
c)   The branch committee may, with the prior agreement of the Board of Directors, appoint and pay a secretary;
d)   The branch committee may co-opt additional members for specific purposes and times;
e)   The method and form of nomination to the committee will be determined by the branch committee;
f)   The term of office will be for one year (from Annual Meeting to Annual Meeting).

6.   Meetings
a)   Frequency
i)   Annual General Meeting
The annual general meeting of the Branch must be held within six months of the end of the financial year at a time and place to be determined by the branch committee;

ii)   Ordinary or Special General Meetings
Ordinary or special general meetings of Branches must be called by the Branch or Association Secretary at the request, in writing, of 10 ordinary members;
iii)   Extraordinary meetings
Extraordinary meetings of the Branch may be called by the Chairperson on his own motion and must be called by the Chairperson on his being requested to do so by the committee.
iv)   Branch committee
The committee will meet as and when it determines.

b)   Notice of Meetings
i)    Every notice of meeting required to be given must be in writing and must state the nature of the business to be transacted, the date, time and venue;
ii)   Notice in writing must be given to members with the following minimum notification:
Annual General meeting – 14 days
Special and Ordinary General Meetings – 14 days
Committee – 7 days

c)   Quorums
The quorum for meetings will be as follows:
Annual, Special and Extraordinary General Meetings – 10 members
Committee meetings – half the elected members of the committee or 4 Committee members. The Branch Committee to decide after each annual election which is to be used.
In ascertaining whether a quorum exists only ordinary financial members will qualify.

d)   Voting at Meetings
i)   At all general meetings each ordinary financial member entitled to be present shall have one vote only with the exception of the Chairperson who shall have a deliberative and, in the case of equality, a casting vote;
ii)   At all meetings all matters will be decided by a majority of members present and voting, and where it is desired to determine the number of votes, voting shall be by show of hands.
iii)   At any meetings a declaration by the Chairman that a resolution has been carried or lost and a confirmed entry to such effect in the Minute book of the branch will be conclusive evidence without further proof of such fact.
iv)   Voting at meetings of the committee will be on the basis of one vote per person authorised to be at the meeting and present in person.

e)   Conduct of Meetings
i)   The Chairperson (or in his/her absence some other person appointed by the meeting) will chair all meetings and undertake such duties as relate to the office in order to carry on the business of the branch.
ii)   The Branch committee may establish, amend, or rescind rules, (which must not be in conflict with the Association rules or by-laws) to govern its operations.

7.   Winding up of the branch
a)   Voluntary winding up.
If a majority of ordinary financial members of the branch agree at a general meeting, which has been called to consider a resolution to wind up, then the branch will appoint trustees to oversee the winding up of its affairs and to liaise with the Board of Directors to implement the decisions promptly;
b)   Involuntary Winding up
The Board of Directors may disestablish a branch, (by resolution after having given branch members due of its to consider the resolution), if it considers that the branch is not servicing the interests of the members, or for any other reason, and its decision will be final and binding.
c)   Disposition of property in the event of winding up.
In the event of a winding up being effected the trustees appointed by the members must realise the assets and pay all costs, debts and liabilities of the branch.
In the event of there being assets remaining after the payment of all costs, debts and liabilities then such assets are to be transferred to the Association to use to promote the objects of the Association in the area.