Constitution

UNDER THE INCORPORATED SOCIETIES ACT 1994 THE RULES OF THE TE TIARE ASSOCIATION (INCORPORATED)

“The Society”

1. NAME
The name of the society is TE TIARE ASSOCIATION (INCORPORATED).

2. OBJECTIVES
The objectives of the society are to:
2.1 increase public awareness of Akavaine, Tutu tane, Lesbian Gay Bisexual Trans-sexual Intersex commonly referred to as LGBTI;
2.2 raise public awareness of the human rights abuses suffered by Akavaine, Tutu tane, LGBTI, Tutu tane, LGBTI in the community;
2.3 promote the human rights of Akavaine, Tutu tane, LGBTI, Tutu tane, LGBTI;
2.4 eliminate all forms of discrimination against Akavaine, Tutu tane, LGBTI;
2.5 assist other minority groups that face discrimination;
2.6 establish, maintain links, collaborate and cooperate with Government, Government agencies and non-Government organisations in the coordination of the planning and implementation of programmes that further the objectives of the society;
2.7 lobby Government and Members of Parliament to formulate and pass legislation which will further, or be consistent with, the objectives of the society;
2.8 represent the interests of Akavaine, Tutu tane, LGBTI, at local and international fora;
2.9 establish, maintain links, collaborate and cooperate with international organisations whose goals and objectives for the promotion of human rights are similar to those of the society;
2.10 provide a collective and unified voice for Akavaine, Tutu tane, LGBTI, in the Cook Islands;
2.11 promote awareness amongst Akavaine, Tutu tane, LGBTI on HIV and other sexual health issues;
2.13 promote respect for confidentiality in private health matters;
2.14 increase awareness amongst Akavaine, Tutu tane, LGBTI of their rights under the Constitution of the Cook Islands and otherwise at law;
2.15 undertake fundraising events for the benefit the society and the furtherance of its objectives;
2.16 promote cultural and sporting activities consistent with the society’s objectives;
2.17 provide an atmosphere of congeniality and mutual support amongst Akavaine, Tutu tane, LGBTI.

3. ANNUAL SUBSCRIPTION
3.1 Every member shall forthwith upon being admitted as a member and subsequently on or before the 31st day of December in every year pay to the society an annual subscription of such amount as shall from time to time be fixed by resolution in a general meeting provided however ex officio members shall be exempt from the payment of any annual
subscription.

4. MEMBERSHIP
4.1 The society shall have two classes of Membership:
(a) Te Tiare Members; and
(b) Friends of Te Tiare.
4.2 Te Tiare Members shall, subject to clause 8.4, have full voting rights, be eligible for appointment to the Executive Committee and may attend meetings and functions of the Society.
4.3 Friends of Te Tiare shall be eligible for appointment to the Executive Committee and may attend meetings and functions of the Society but shall have no voting rights at either general or special meetings of the Society other than on a resolution to alter the rules as is provided for in clause 7.
4.4 Any person who:
(a) is of the age of 18 years or over;
(b) pays the subscription fee;
(c) agrees to be bound by the rules of the society;
(d) Qualifies as a ‘Cook Islander’ as that term is defined in the Entry, Residence and Departure Act 1971-72; and
(e) Is approved for membership at a meeting of the Executive Committee Shall be a Te Tiare Member.
4.5 Any person who:
(a) is of the age of 16 years or over;
(b) pays the subscription fee;
(c) Agrees to be bound by the rules of the society; and
(d) Is approved for membership at a meeting of the Executive Committee Shall be a Friend of Te Tiare.
4.6 A register of members of the society will be maintained by the Secretary in accordance with the provisions of the Incorporated Societies Act 1994 and subsequent enactments.

5. RESIGNATION
5.1 Any person may resign membership of the society by giving written notice to the Secretary. The Secretary will maintain a record of any resignation. Resignation shall be effective upon receipt of the notice of resignation by the Secretary.

6. DISQUALIFICATION OF MEMBERS
6.1 If a current subscription has not been paid by a member, that member’s membership will cease one (1) month after that subscription fell due.
6.2 Any member of the society who, in the opinion of the Executive Committee, has acted against the common interest of the society may by resolution of the Executive Committee be disqualified or suspended from membership of the Society for such period of time as the Executive Committee resolves provided however no member shall be disqualified from membership before the Executive Committee has informed that member that the member may either attend a meeting of the Executive Committee and give an oral explanation of the member’s conduct or a written explanation in writing or both.
6.3 The Executive Committee shall give the member not less than five (5) working days written notice of the meeting referred to in clause 6.2 above. The notice will:
(a) Sufficiently inform the member of the complaint so that the member can offer an explanation of the member’s conduct; and
(b) Inform the member that if the Executive Committee is not satisfied with the member’s explanation the Executive Committee may expel the member from the society.
6.4 A member expelled by the Executive Committee may within five (5) working days of expulsion give written notice of appeal to the Secretary. The Secretary will then call a Special General Meeting to take place within fourteen (14) days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member shall be reinstated as a member and the prior expulsion shall be deemed null and void.

7. ALTERATION OF RULES
7.1 These rules may be altered, added to, rescinded or otherwise amended by a resolution passed by not less than two thirds of Te Tiare Members and one half of Friends of Te Tiare members or their proxies present at a general meeting of which not less than twenty eight (28) days notice has been given provided however no alteration, amendment or rescission shall be of any effect unless it has been approved by all members of the Executive Committee.
7.2 Where any alteration, addition or rescission to these rules has been approved under clause 7.1 duplicate copies of every such alteration, addition, rescission or amendment shall forthwith be delivered to the Registrar in accordance with the requirements of the Act.

8. GENERAL MEETINGS
8.1 “General Meeting” refers to both Annual General Meeting and Special General Meeting, unless otherwise specified or the context otherwise requires.
8.2 At least five (5) days written notification of each General Meeting will be given to members at the current address for such members recorded in the register of members.
8.3 Notification of a General Meeting will specify the time, date and place of the meeting. Notification will also describe in a general way the matters that are to be considered
8.4 At all meetings the President and in his or her absence the Vice President and in their absence any other duly elected chairperson shall take the chair and every Te Tiare Member who has been a member for a continuous period prior to the meeting of not less than six months, shall be entitled on every motion to one vote exercised in person or by proxy in writing and in the case of any equality of votes the chairperson shall have a casting as well as a deliberative vote.
8.5 A member may be represented at a General Meeting by a proxy appointed by notice in writing to the Secretary and received by the Secretary prior to the meeting. A member will have the right at any time to change, withdraw or revoke the appointment of the member’s
proxy by notice in writing to the Secretary received prior to the General Meeting.
8.6 Voting at meetings shall be by a show of hands provided that in the election of office bearers if any member requests the vote be by secret ballot that vote shall be taken by secret ballot.
8.7 The quorum for General Meetings shall be ten (10) Te Tiare Members.

9. ANNUAL GENERAL MEETINGS
9.1 The Annual General Meeting will be held annually in either October or November.
9.2 The Annual General Meeting will carry out the following business:
9.2.1 Receive the minutes of the previous Annual General Meeting and of any other General Meeting held since the last Annual General Meeting;
9.2.2 Receive the Executive Committee’s report on the activities of the society over the last year and the proposed priorities and directions for the society in the current year;
9.2.3 Receive the balance sheet and statement of income and expenditure for the past year and the estimate of income and expenditure for the current year;
9.2.4 Elect the officers and other members of the Executive Committee after they have been in office for not more than two years;
9.2.5 Appoint an honorary auditor of the society’s accounts;
9.2.6 Conduct any other business which may properly be brought before the meeting.

10. SPECIAL GENERAL MEETINGS
10.1 Special General Meetings may be called by the Executive Committee or by a written request made by at least five (5) members and delivered to the Secretary. Where the meeting has been called on the written request of five (5) members it will be called within thirty (30) days of the delivery of that request to the Secretary.
10.2 A Special General Meeting will only consider business related to the reason for which it is called, as notified to the members.

11. EXECUTIVE COMMITTEE
11.1 The Executive Committee will be composed of a President, Secretary, Treasurer and three (3) other members.
11.2 The Executive Committee will have the power to fill any vacancy that arises in the Executive Committee or among its officers prior to the next Annual General Meeting.
11.3 Elected members of the Executive Committee will retire two years after being elected and will be eligible to be re-elected at such time. Newly elected Executive Committee members will take office immediately upon their election.

12. EXECUTIVE COMMITTEE MEETINGS
12.1 The procedure for meetings of the Executive Committee shall be as follows:
12.1.1 All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands.
12.1.2 If the voting is tied, the chairperson will exercise a casting vote
12.1.3 Each meeting will be chaired by the President of the society or in her/his absence, by a person appointed by the Executive Committee.
12.2 If a member of the Executive Committee, including an office-bearer, does not attend three (3) consecutive meetings without leave of absence that member may, at the discretion and on the unanimous decision of the Executive Committee (exclusive of that member) be removed from the Executive Committee.
12.3 The Executive Committee will meet at least ten (10) times every year.
Meetings may be held in person or by any other means of communicating as decided on by the Executive Committee from time to time. All members of the Executive Committee, including office-bearers, will be given at least (5) days notice of the meeting by the Secretary, verbally or in writing.
12.4. The Secretary will ensure that a minute book is maintained which is available to any member of the Society for inspection and which, for each meeting of the Executive Committee, records:
12.4.1 The names of those present; and
12.4.2 All decisions.
12.5 A quorum for meetings of the Executive Committee shall be one-half of its members.

13. POWER TO DELEGATE
13.1 The Executive Committee shall be empowered to form sub-committees to carry out projects for the furtherance of the objects of the society and those persons so appointed shall at all times be responsible only to the Executive Committee and the Executive Committee shall at all times be responsible to the society for the actions or omissions of any subcommittee.

14. COMMON SEAL
14.1 The Common Seal of the Society shall be kept in the custody and control of the Secretary.
14.2 When required, the Common Seal shall be affixed to any document following a resolution of the society and will be signed by the Chairperson and one other person appointed by the Executive Committee.

15. INDEMNITY
15.1 No Officer or member of the Executive Committee shall be liable for the acts or defaults of any other Officer or member of the Executive Committee or any loss occasioned thereby unless occasioned by their willful default or by their willful acquiescence.
15.2 Each of the members of the Executive Committee shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their wilful default.

16. CONTROL AND USE OF FUNDS
16.1 All monies received by or on behalf of the society for general administration shall forthwith be paid to the credit of the society in an account with Bank Cook Islands, Westpac Banking Corporation or ANZ Banking Group Limited at Rarotonga or such other Bank or Savings Bank from time to time determined by the Executive Committee and all cheques or withdrawal slips drawn on the account shall be signed by the Treasurer and any one of President or Secretary.

17. INVESTMENT OF FUNDS
17.1 The society from time to time by unanimous consent of the Executive Council Members may deposit such funds as are not required for the immediate use of the society on interest-bearing deposit for such term or terms and in such amounts as the society sees fit with any bank licensed in the Cook Islands under the Banking Act 2003 or with any
banking institution overseas which has a net capital worth in excess of one billion dollars.

18. BORROWING POWERS
18.1 The society shall in addition to the other powers vested in it have a power, with the unanimous consent of the Executive Committee, to borrow or raise money from time to time from any bank licensed under the Banking Act 2003 by the issue of Debentures, Bonds, Mortgages or any other security founded or based on all or any of the property and/or rights of the society or without any such security and upon such terms as to priority and otherwise as the society shall think fit.

19. DISPOSITION OF SURPLUS ASSETS
19.1 In the event of the society being wound up the surplus assets after payment of the society’s liabilities and the expenses of winding up shall be distributed to such charities in the Cook Islands as is directed by a General Meeting of the society called for such purpose provided that all monies held in trust shall be returned to or dealt with in accordance
with the directions of the relevant donor.

20. REGULATIONS
20.1 The Executive Committee may by resolution passed by not less than five Executive Committee members make, amend or rescind regulations not inconsistent with these rules governing the conduct of its business and the general management and control of the affairs of the society and the discipline of its members.

21. REGISTERED OFFICE
21.1 The Registered Office of the society shall be the offices of
____________________________________________________on Rarotonga.
21.2 Notice of every change of situation of the registered office shall be duly sent to the Registrar.

APPLICATION FOR INCORPORATION
WE, the several persons whose names are subscribed hereto, being members of the abovementioned society hereby make application for the incorporation of the society under the forgoing rules, in accordance with the Incorporated Societies Act 1994, DATED this day of 2007