RULES OF THE FILM SOCIETY INCORPORATED.
INTERPRETATION OF TERMS
In these rules, unless inconsistent with context -
"Act" means the Incorporated Societies Act 1908
"Society" means the Film Society (Incorporated).
"Members" means all categories of membership unless otherwise stated.
"Meeting" means a meeting of members of the Society and includes any annual general or special general meetings.
"The Committee" means the Executive Committee for the time being of the Film Society (Incorporated).
Any question relating to the interpretation of these rules or any regulation or by-laws hereunder shall be settled by the committee whose decision shall be final and subject only to a contrary decision upon notice of motion of the majority of those present and entitled to vote at any annual or special general meeting.
SECTION 1 - NAME AND PURPOSE.
The name of the Society shall be the Film Society (Incorporated).
The objects of the Society are -
- To promote and foster interest in film from the point of view of art, entertainment and education;
- To promote and encourage in the film-going public higher standards of film appreciation;
- To provide screenings of films, especially those not otherwise available;
- To provide reliable information about films of interest to members;
- To arrange public screenings of special films;
- To purchase, hire, exchange or otherwise acquires films and sell, let out on hire or otherwise dispose of same;
- To provide premises, machinery, vehicles, furniture, implements, tools, utensils, fittings and properties of every description, books, periodical, music and musical instruments;
- To purchase, take on lease or in exchange or otherwise acquire any lands, buildings, easements or any real or personal property which may be required for the purpose or conveniently used in connection with any of the objects the Society and to sell, convey, transfer, assign, grant easements in respect of mortgage, give in exchange, lease, let, hire or otherwise dispose of same;
- To construct, improve, alter or maintain any buildings or works necessary of convenient for the purpose of the Society;
- To solicit and receive donation, to take or accept any gift, transfer or conveyance of property, real or personal and whether subject to any trust or not for any one or more of the objects of the Society;
- To hire and employ and dismiss such staff as may be required and to pay to them and to other persons in return for services rendered to the Society, salaries, wages, gratuities, pensions and honoraria;
- To promote and hold either alone or jointly with any person, body or bodies whether incorporated or unincorporated, film screenings, conferences, meetings, dinners balls, concerts, lectures or other functions;
- To amalgamate with any other association having objects wholly or in part similar to those of the Society;
- To promote or oppose bills, legislative or other measures affecting the objects of the Society;
- To establish or promote or assist in establishing or promoting and to subscribe to or become a member of any other association whose objects are wholly or in part similar to those of the Society or the establishment or promotion of which may be in furtherance of the objects of the Society;
- To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.
- REGISTERED OFFICE
The registered office of the Society shall be in Queenstown.
SECTION II - RELATING MEMBERSHIP AND CONDUCT
2-1 CLASSES OF MEMBERSHIP
Membership shall be as follows -
(a) Single members
(b) Double members
(c) Discounted members
(d) Complimentary members
(e) Life members
(f) Group members
(g) Temporary members
(h) Youth members
- Single members - shall be those persons being not less than seventeen (17) years of age, who have applied for such membership on the prescribed form and have paid the requisite subscription.
- Double members - shall be two persons being not less than seventeen (17) years of age, at the same address, who have applied for such membership on the prescribed form and have paid the requisite subscription.
- Discounted Members - shall be those persons being not less than seventeen (17) years of age, who are full-time students, senior citizens, benefit holders and such persons as the Committee may determine entitled to Discount membership status, who have applied for such membership on the prescribed form and have paid the requisite subscription.
- Complimentary Members - shall be those persons who are offered such membership by and at the discretion of the Committee for such periods as be deemed expedient.
- Life Members - shall be those persons whom the Committee consider worthy of such distinction and who have been elected to such membership by a resolution of any General Meeting of the Society made in accordance with the recommendation of the Committee.
- Group Members - shall be those organisations and their members whom the Committee consider it appropriate to grant such membership, on such terms and condition as the Committee shall determine.
- Temporary Members - shall be those persons being not less than seventeen (17) years of age, are temporarily resident in Queenstown, who have applied for such membership on the prescribed form and have paid the requisite subscription.
- Youth members - shall be those persons who are sixteen (16) years of age or under, who have applied for such membership on the prescribed form and have paid the requisite subscription.
2-2 TERMINATION OF MEMBERSHIP
A member of the Society shall cease to be a member in the following circumstances -
- By resignation addressed in writing to the Society;
- By not renewing membership with two (2) months of such renewals being sought;
- By expulsion -The Committee by a majority of two/thirds )2/3 of its members present and voting my at any time expel any member from the Society for acting in such a manner as may bring discredit on the Society or its members or for a breach of these Rules or any by-laws or regulations hereunder or serious misconduct at any meeting. Membership of the member so expelled shall cease on delivery to the member of a notice from the Committee advising the expulsion. In the event of the member being dissatisfied with the decision of the committee, the member shall be entitled within fourteen (14) days of receiving such notice of expulsion to require the Committee to convene a Special General Meeting of the Society as soon as such Special General Meeting can conveniently be called at which Special General Meeting the person concerned may apply for reinstatement to membership of the Society, and by if four/fifths (4/5) of the members present and voting at such meeting shall vote for reinstatement, then the applicant shall be thereby reinstated as a member of the Society.
Expulsion of one Double Member will not thereby act as an expulsion of the other double member.
- Suspension of Members - The power to expel a member shall include a power to suspend or deprive of any benefits or privileges of membership any member for so long as the Committee shall think fit, and the provisions of the immediately preceding clause hereof shall mutatis mutandis apply to proceedings for any such suspension or deprivation of benefits or privileges of membership.
SECTION III - RELATING TO MANAGEMENT
The Management and control of the affairs of the Society shall be vested in an Executive Committee) herein referred to as "the Committee") which shall have and may exercise all the powers of the Society which are not expressly required to be exercised by the Society in a general meeting, or otherwise provided by these rules.
- The Committee shall consist of a President, Vice-President five(5) Committee members, all of whom shall be elected a the Annual General Meeting of the Society or a Special General Meeting called for that purpose and who shall hold office (except in the case of death, resignation, expulsion, removal from office, or suspension) until the end of the General Meeting at which their successors are elected to office and who shall be required to be members of the Society.
- The election of a Committee comprising fewer than five persons shall not be invalidated.
- The Immediate Past President of the Society will be entitled to be an ex-officio member of the Committee
- The Committee shall appoint or co-opt a Secretary and Treasurer, or alternatively may appoint or co-opt one or more people to perform the duties of more than one office. Such persons shall hold office at the pleasure of the Committee upon such terms and conditions and at such remuneration, as the Committee shall from time to time think fit. Such officers shall be required to be members of the Society and shall be in all respects have the same power and status as ordinary members of the Committee.
- The Committee shall have the power to co-opt a member to fill any casual vacancy of the Committee until the next Annual General Meeting and any member so appointed shall retire at the next Annual General Meeting, together with the rest of the Committee but all or any of the retiring Committee shall be eligible for re-election.
- The Committee shall have power to co-opt such other members as it may deem fit and necessary, provided that no more than 3 co-opted members excluding Secretary and Treasurer are appointed in any one year. Such co-opted members shall in all respects have the same powers and status as ordinary members of the Committee and shall retire at the next Annual General Meeting, together with the rest of the Committee.
- Any member of the Committee may be removed from office by a resolution passed by a three/fifths (3/5) majority of members present and entitled to vote at a Special General Meeting of the Society called for such purpose, written notice of which has been given to that member not less than fourteen days before the date of such meeting.
- The Committee shall have power by decision of majority of those present and voting at a meeting of which seven clear days’ notice is given to each member of the matter to be raised, to dismiss from office any member who has been absent without leave from three consecutive meetings of the Committee.
- Meeting of the Committee may be called at any time by the President, the Vice-president, or any two members of the Committee. At least forty-eight hours notice shall be given to each member of the Committee of such meetings provided however that a special meeting may be called at shorter notice if three/fifths (3/5) at least in number of the members of the Committee attend and resolve that the notice given shall be deemed sufficient for that meeting.
- Save as is otherwise provided by these Rules, the committee may meet, adjourn, and otherwise regulate its meetings and procedure at such meetings as it thinks fit.
3-3 FUNCTIONS OF THE COMMITTEE
- Generally to conduct the affairs and to further the objects of the Society;
- To keep usual and proper books of accounts and other records of business of the Society;
- To notify members of intended meetings and the business to be transacted thereat.
- To prepare and submit to the Annual General Meeting, a report including balance sheet and statement of accounts for the preceding year;
- To appoint any officer necessary to the administration of the Society or the furtherance of its objectives and not provided for in these rules;
- To publish such magazines, newsletters or other publications as are deemed necessary to promote the objectives of the Society.
3-4 DUTIES OF OFFICERS
- President – The President shall have the general duty of supervising the management of the affairs of the Society. The President shall ensure that other officers and Committee member carry out the duties as specifically required of them, either by these rules or by any resolution of the Society or the Committee.
- Secretary – The Secretary shall keep proper minutes of all meetings of the society and Committee and shall record therein the nature of all resolutions carried at any meeting of the Society or Committee. The Secretary shall ensure that all matters required to be undertaken pursuant to the provisions of the Incorporated Societies Act are duly and punctually completed. The Secretary shall be responsible for processing of all new applications and renewal applications as directed by the Committee. The Secretary shall keep an up to date list of members and in conjunction with the Treasurer shall be responsible for showing at all times the membership strength.
- Treasurer - The Treasurer shall keep proper books of accounts by means of a double entry book keeping and shall show in such books all payments received on behalf of the Society and all accounts and debts paid on behalf of the Society. The Treasurer shall issue receipts for all monies received on behalf of the society and shall likewise ensure all payments made by the Society are adequately receipted. The Treasurer shall keep, until directed to dispose of same, by the Auditor, all cheque butts, all bank deposit receipts, all receipts given for monies paid and a carbon copy of all receipts issued. The Treasurer shall prepare the accounts of the Society for the financial year and shall present such accounts to the Committee for approval and to the Auditor. The Treasurer shall also prepare regular financial statements as required by the Committee. The Treasurer shall prepare Income Tax returns and such other tax returns as required on behalf of the Society. The Treasurer shall also be responsible for maintaining the Society’s inventory record.
- The Annual General Meeting of the Society shall be held during the month of October in each year on a day and at a time and place to be appointed by the Committee.
- The business of the Annual General Meeting shall be to receive and consider the Reports of the Committee and the Auditor, the Balance Sheet and the Statements of accounts for the preceding financial year, to elect a Committee and to appoint an auditor for the ensuing year, to approve membership rates for the ensuing year and to transact any other business that legally can be brought forward.
- Ordinary General Meetings shall be held at such time and place as may be determined by the Committee.
- A Special General Meeting may be convened at any time upon resolution of a General Meeting or of the Committee or upon a requisition signed by not less than ten (10) financial members specifying the object thereof. Such meeting shall be held as soon as possible after the passing of the resolution or at such time as such resolution may specify and in the case of a meeting to be called upon a requisition it shall be held as soon as possible after the receipt of such by the Secretary or the President but not later than 30 days thereafter and it shall be the duty of the Secretary or President as the case may be to call such a meeting. At least fourteen (14) clear days’ notice shall be given of such meeting provided however, that a Special General Meeting may be called at not less than seven (7) clear days’ notice if four/fifths (4/5) at least of the members attending such meeting and entitled to vote resolve that the notice given shall be deemed sufficient for that meeting. The Notice of meeting shall as to form and content and mode of service, comply with sub-paragraph (e) hereof.
- At least ten (10) clear days before any Ordinary or Annual General Meeting of the Society a notice specifying the date, time and place of the meeting and the business to be transacted thereat, together with a copy of the report and balance sheet in the case of the Annual General Meeting, shall be sent to every member, provided however that notice shall be deemed to be given to double members if a single notice jointly addressed is delivered to such members at their joint address. Business of which notice has not been given as hereinbefore provided and which does not involve an alteration to the rules of the Society, may be brought forward at any General Meeting provided that three/quarters (3/4) of the members present and entitled to vote are in favour of such business being brought forward.
- At all meetings of the Committee, the President shall take the chair. In the absence of the President, the Vice-president shall undertake this duty. If the President and the Vice-president are absent, the meeting can elect a chairperson.
- The Society in an Annual General Meeting may elect a patron.
- At any General Meeting of the Society each member shall be entitled to one vote exercised in person provided however that members who have been suspended in accordance with rule 2-2(c) above or whose subscription and/or levies to the Society or a part thereof are in arrears or who are Complimentary Members shall not be entitled to such a vote.
- The mode of voting on all questions (other than elections) at any General Meeting of the Society shall be by voiced. Any member may call for a show of hands. A secret ballot shall be held if demanded by five (5) members present and entitled to vote.
- The mode of voting on all questions at any meetings of the Committee shall be by voices unless a show of hands is demanded by one (1) member present and entitled to vote.
- The mode of voting on all elections at the Annual General Meeting shall be by secret ballot for which purpose a returning officer and scrutineers shall be appointed by the meeting. Where a vacancy is uncontested or the number of candidates does not exceed the number of vacancies, a vote is not required.
- The Chairperson of any General Meeting or Committee Meeting of the Society shall have a casting as well as deliberative vote, if such is required to resolve a tied vote.
- Save where otherwise provided in these rules, any motion submitted to a meeting shall be deemed to be carried if the majority of members present and entitled to vote do vote in favour of the motion.
At all General Meetings of the Society, ten (10) members who are entitled to vote shall constitute a quorum, and a quorum for meetings of the committee shall be four (4) members personally present.
The Committee shall from time to time determine the format and contents of any forms prescribed under these rules.
3-9 COMMON SEAL
The Society shall have a Common Seal which shall be kept by the Secretary and shall not be affixed to any document or instrument except in pursuance of a resolution of the Committee and in the presence of an officer of the Society and one (1) other member of the Committee, who shall sign every document or instrument to which the Seal is affixed.
SECTION IV – RELATING TO FINANCE
4-1 FINANCIAL YEAR
The financial year of the Society shall terminate on the 31st day of December of each year.
4-2 SUBSCRIPTIONS AND LEVIES
- Subscriptions to the Society and any provision for rebate on prompt payment shall be determined from time to time by the Society in General Meeting, provided however that Notice of Intention to determine or change subscription or subscriptions shall be given in the Notice convening the meeting. Subscriptions shall become due and payable from the date of the first screening of each financial year.
- Any member to membership during the last six (6) months of any financial year may, at the discretion of the Committee, only be required to pay a proportion of the relevant subscription rate for that year.
- Any member whose subscription is due and payable to the Society but which is unpaid shall be deemed to be in arrears for the purposes of rule 3-5 above until such subscription is paid and if after notification that such subscription is due, any member fails to pay the subscription within thirty (30) clear days of such notice, the Committee shall have the right to erase the member’s name from the register of members and such person shall thereupon cease to be a member, but the Executive shall have power to reinstate such a member on payment of the subscription due.
4-3 CONTROL AND USE OF FUNDS
Subject to the over-riding direction of any annual or special general meeting, the funds of the Society shall be controlled by the Committee. All monies received by or on behalf of the Society shall be paid to the credit of the Society in an account or accounts with a trading bank or banks and/or saving bank or other financial institutions, as decided by the Committee upon a recommendation from the Treasurer. All cheques shall be signed by not less than two officers of the society and all endorsements shall be made by one officer of the Society.
4-4 BORROWING POWERS
The Society shall, in addition to the other powers vested in it, have the power to borrow or raise money from time to time by issue of debentures (perpetual or redeemable) bonds, mortgages, bills notes and receipts 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.
4-5 INVESTMENT OF FUNDS
The committee may from time to time invest and re-invest in such securities and upon such terms as it shall think fit the whole or any part of the funds of the Society which are not required for the immediate business of the Society.
Members of the Committee and members carrying out duties as directed by the Committee shall be indemnified from the funds of the Society in respect of all legal proceedings that may be instituted against them in respect of the performance in good faith of their duties or their management of the Society’s affairs.
The Society may be wound up in accordance with the provisions of the Incorporated Societies Act. On the winding up of dissolution of the Society, the surplus assets (if any) shall be disposed of by payment or transfer to such other Incorporated Society or Societies having objects similar to this Society as the Society shall in general meeting by resolution determine.
The Society shall appoint a competent accountant or professional auditor to be the auditor of the Society. Such appointment may be from year to year or for a term of years. The auditor may direct the Treasurer as to what books shall be kept and what records are required to ensure that a satisfactory audit of the Society’s books may be completed. The auditor shall be paid appropriate rates for the time involved and shall not be a member of the Society.
SECTION V – GENERAL
5-1 REGULATIONS OR BY-LAWS
- The Society may from time to time by resolution in General Meetings make, amend or rescind regulations or by-laws for the purpose of better achieving the objects for which the Society is established and of giving full effect to the provisions of these rules.
- Without limiting the general power hereinbefore contained Regulations may be made under this rule for any of the following purposes – 1. Prescribing specific duties and regulating conditions of employment of any persons employed by the Society. 2. Regulating the distribution of circulars, newsletters, magazines or memoranda produced by the Society. 3. Regulating the printing and issuing of membership cards to members.
5-2 ALTERATION OF RULES
- These rules may be altered, added to, rescinded, or otherwise amended by a resolution passed by a three/fifths (3/5) majority of those members present and entitled to vote at a general meeting of which fourteen (14) clear days’ notice has been given.
- Every such notice shall set forth the purpose of the proposed alteration, addition, rescission of other amendment.
- Duplicate copies of every such alteration, addition, rescission or amendment shall forthwith be delivered to the Registrar in accordance with the requirements of the Incorporated Societies Act, 1908.
5-3 MATTERS NOT PROVIDED FOR
Any matter not specifically provided for in these Rules shall be dealt with by the Committee as it may deem advisable to be in the best interest of the Society. Any such decision arrived at shall be considered final and binding upon all members of the Society.