Constitution of HPK Swim Club 2019
Item 1. NAME
The registered name of the Club shall be the HOWICK PAKURANGA AMATEUR SWIMMING & LIFE SAVING CLUB INCORPORATED.
Item 2. OBJECTS OF THE CLUB
2.1. To promote, foster, and encourage, swimming and associated aquatic sports and disciplines.
2.2. To arrange for instruction and coaching, in swimming and associated aquatic sports and disciplines, and to promote, organize, and conduct, swimming competitions and carnivals.
2.3. To affiliate with Swimming New Zealand (Incorporated) and to do all acts, matters and things incidental thereto.
2.4. To affiliate with Auckland Swimming as its regional centre and do all acts, matters and things incidental thereto.
2.5 To promote attitudes and behaviour conducive to good conduct and fair play.
2.6 To do all such other acts, matters and things as are incidental to or conducive to the attainment of the above objects and the objects of Swimming New Zealand (Incorporated), or as in the opinion of the Committee, shall further the objects of the Club.
Item 3. INTERPRETATION
In this Constitution and in any Regulations made thereunder, unless repugnant to the context:-
3.1. Expressions referring to writing shall be construed as including references to words printed, typewritten or otherwise howsoever they are produced.
3.2. Words importing the singular number only include the plural number and vice versa; words importing one gender only include the other gender.
3.3. “Club” means the HOWICK PAKURANGA AMATEUR SWIMMING & LIFE SAVING CLUB INCORPORATED.
“Committee” means the Management set up pursuant to Item 8 hereof.
“Centre” means Auckland Swimming Association New Zealand (Inc)
“Swimming New Zealand” means Swimming New Zealand (Incorporated).
“Swimming Member” means a registered member of the club who at the commencement of the Club’s financial year preceding the Annual General Meeting.
“Club official” means committee members and club members who are Centre qualified officials or who are in training to become Centre qualified officials.
“Registered member” means a club official and those persons subject to these rules, accepted for membership and who are financial
3.4. In the event of there being any question or dispute as to the interpretation of this Constitution or of the application or import of the whole or any part thereof, a decision of the Committee by majority vote, as to the meaning and intent of the item in question, shall determine the issue, subject however, to a decision being taken by the members on the issue, in Special General Meeting, or Annual General Meeting.
Item 4. HEADQUARTERS
The headquarters of the Club shall be at, Lloyd Elsmore Leisure Centre, Lloyd Elsmore Park, Pakuranga, or such other place as the Committee shall from time to time determine.
Item 5. COLOURS
The colours of the Club shall be pink, white, and black, as approved by the “Centre”, consequent upon prior application having been made in writing by the Club to the Centre.
Item 6. MEMBERSHIP
6.1. Joining
6.1.1. Membership of the Club shall be restricted to such persons of good character in the community who are interested in pursuing the objects referred to in item 2 hereof.
6.1.2. Members shall be divided into:-
6.1.2.1. Swimming members.
6.1.2.2. Club Officials
6.1.2.3. In addition the Club and/or the Committee may elect to honorary, associate, or other membership such persons as it shall decide, subject to such conditions as the Club and/or the Committee shall by Regulation prescribe. Honorary, associate and other membership shall not have a vote nor take part in any competition under the rules of the Swimming New Zealand. Such new members shall be elected at any Committee meeting, or at any General meeting of the members of the Club
6.1.2.4. Life membership may be conferred for special services rendered in connection with the sport. This distinction shall be conferred only at an Annual General Meeting. The distinction shall carry with it the right to attend and speak at all General Meetings and Special General Meetings of the Club.
6.1.3. All applications for membership, except life membership, shall be made in writing and signed by the applicant in such form as may from time to time be prescribed by the Committee. All such applications shall be accompanied by a remittance for the correct subscription fees as hereinafter defined.
6.1.4. The Committee or a General meeting of members may refuse to accept any applicant as a member without giving any reason therefore.
6.1.5. The Committee shall ensure all appropriate membership details are kept in a register of club members. It shall be kept in accordance with the Privacy Act 1993 (and subsequent amendments). The membership register of the club shall be prima facie evidence of the Club membership.
6.1.6. The register of members shall be compiled so as to show the various categories of activity as may from time to time be required by the Swimming New Zealand for statistical purposes.
6.2. Resignation
Any member of the club wishing to leave shall forward their resignation to a club official. Prior to their release they will need to ensure their accounts are up to date.
Item 7. ALTERATION TO CONSTITUTION
7.1. No item to the Constitution shall be altered, repealed, nor any new item introduced, except at the Annual General Meeting or at a Special General Meeting called for that purpose.
7.2. Any alteration / deletion / addition to the Constitution shall be approved at the Annual General Meeting or Special General Meeting called for that purpose, by no less than 75% of the members present, and entitled to vote thereat.
7.3. Not less than twenty one days’ notice of any meeting to vote on any proposed alteration, repeal, or introduction of a new item to the Constitution shall be given to each registered member, and to the Centre.
7.4 In the event of any such changes being adopted at the meeting a copy of the amended Constitution must be forwarded to the Centre
7.5 No addition, alteration or recession of the constitution shall be approved if it materially alters Item 7 (Alteration to constitution), Item 16 (Pecuniary gain), or Item 18 (Winding up).
Item 8. MANAGEMENT
8.1. Committee
8.1.1. The management of the affairs of the Club shall be vested in a Committee of at least ten members, and a maximum of fifteen members. This number shall include the Officers who shall be Ex Officio members. The Committee shall be elected at the Annual General Meeting of the Club.
8.1.2 At the annual general meeting of the Club, all of the Officers and other members of the Committee shall retire from office, but shall be eligible upon nomination for re-election.
8.1.3 The Committee shall be elected at the Annual General Meeting of the Club.
8.1.4 Any Committee member who fails to attend three consecutive meetings of the Committee can be removed from the committee by a majority vote at a committee meeting.
8.1.5. The provisions of item 8.1.4. shall apply equally to the Executive Committee and any Sub-Committees constituted under this Constitution.
8.1.6. The Committee may appoint any registered member except swimming members aged under 18 years to fill any vacancy among its members that may become vacant, and such appointment shall hold good until the next Annual General Meeting of the members.
8.1.7. A Swimming member may be a Committee member when aged 18 years or over.
8.1.8. No more than 25%, rounded down to the next whole member, of the Committee less the Officers, shall be comprised of swimming members.
8.1.9. No more than one Committee member per family shall be admitted to the Committee, unless the minimum complement of Committee members cannot be filled, at the Annual General Meeting.
8.2. Executive Committee
8.2.1. An Executive Committee, consisting of the Officers appointed under Item 9 hereof, shall transact the business of the Club and generally fulfil all the functions of the Committee between Committee meetings, but all decisions of the Executive Committee shall be ratified at the first ensuing meeting of the Committee or must lapse.
8.2.2. The Executive Committee shall be responsible for review of the accounts for the club and its business dealings. It shall meet quarterly and report back to the Committee with a high level report.
8.2.3. The committee must ratify all spends either through the monthly treasurers report or specific items as they arise.
8.3. Chairperson
8.3.1. At all General Meetings and Club Committee meetings the President shall preside as Chairperson.
8.3.2. If the President should be absent then the Vice President shall preside as Chairperson. If neither the President, or President nor Vice President are present, the meeting may elect a Chairperson.
8.3.3 Should the President and/or Vice President not wish to be Chairperson, the Committee may elect a Chairperson from the Committee members present, to chair the particular meeting in question.
8.3.4. At all General Meetings of members and at all meetings of the Committee the Chairperson shall have a deliberative vote, and in the event of equality of voting a casting vote in addition.
8.3.5. The Chairpersons ruling shall be final on any point of order.
8.4. Powers
8.4.1. The duty of the Committee is to manage the Club according to the Constitution of the Club and the powers delegated therein.
8.4.2. In addition the Committee shall manage the Club according to the Regulations, as laid down in SCHEDULE A - REGULATIONS OF - HOWICK PAKURANGA AMATEUR SWIMMING & LIFE SAVING CLUB INCORPORATED, as well as decisions taken from time to time by the Committee.
8.5. Committee Meetings
Meetings of the Committee may be called by the Hon Secretary at any time or on such dates as the Committee shall determine. The accidental omission to give notice of a Committee meeting to, or the non -receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that Committee meeting.
At all meetings of the Committee the business to be covered shall be:-
8.5.1. Recording of members present.
8.5.2. Apologies for absence.
8.5.3. Confirmation of minutes.
8.5.4. Business arising out of minutes.
8.5.5. Correspondence, and matters arising.
8.5.6. Financial Reports, and matters arising.
8.5.7. Reports of sub committees.
8.5.8. General business (with prior notice).
8.5.9. Next meeting.
8.6. Quorum
8.6.1. At all meetings of the Committee the quorum shall be 50%, rounded up to the next whole member, of the elected officers and other committee members
8.6.2. The quorum that is present at the start of the meeting shall be present throughout the meeting, to transact business.
8.7. Voting
At all meetings of the Committee, voting shall be on the voices, save where a vote is challenged, when a show of hands shall be taken.
8.8. Sub Committees
8.8.1. The Committee shall when it considers necessary appoint, and may at any time appoint, such sub committees and shall prescribe the duties of such sub committees, in writing. The Committee may from time to time dissolve such sub committees and appoint others in their stead or alter the personnel of such sub committees as the Committee may determine.
8.8.2. In the appointment of any sub -committee the Committee shall not be restricted to choosing from its own Club members.
8.8.3. The Committee may delegate any or all of its powers, but only to a sub -committee of members of the Club.
8.8.4. Sub committees may be appointed by a General Meeting of members of the Club in the same manner as provided for the appointment of sub committees by the Committee of the Club, as outlined in 8.8.1 to 8.8.3. here to.
8.8.5. A sub -committee shall carry out the duties assigned to it by its order of reference, and shall on the date mentioned in such order, or in the absence of any date, then as expeditiously as circumstances will permit, present its findings and recommendations to the Committee (or to the members in General Meeting as the case may be). Should the sub- committee fail to present its report on the due date it may apply for further time, and the Committee (or the members in General Meeting as the case may be) may grant such further time or dissolve the sub -committee as the Committee ( or members in General meeting) shall determine.
8.8.6. Save as provided in clause 8.8.5. hereof, no decision of a sub- committee shall be binding until it has been ratified by the Committee ( or the members in General Meeting as the case may be ), nor save as provided in clause 8.8.3. hereof, shall any sub- committee, unless its order of reference specifically authorises it in that behalf, have the right to transact any business in the name of the Club.
8.8.7. At all meetings of sub committees the quorum shall be 50 % of members entitled to vote based upon the full complement of members in the sub- committee.
8.8.8. At all meetings of sub committees voting shall be on the voices, save where a vote is challenged, when a show of hands shall be taken.
8.9. Indemnity
The Committee and other Officers of the Club shall be indemnified by the Club against all losses and expenses incurred in or about the discharge of their duties, except as happen to be their own wilful act, neglect or default. No member of the Committee shall be responsible for any other member of the Committee or for any other Officer, clerk or servant of the Club by insufficiency or deficiency of value of, or title to, any property or security acquired or taken on behalf of the Club or by the bankruptcy or any tortuous act of any customer or debtor of the Club or by anything done in the execution of his duties or his office in relation thereto, or otherwise than his own wilful act or default.
Item 9. OFFICERS
9.1 Positions of officers
9.1.1. President
Vice-President
Hon Secretary
Hon Treasurer
9.1.2. In addition, if necessary, the Committee may appoint such other Officers as they shall determine, and shall prescribe the duties of such Officers.
9.1.3. The President, the Vice-President, the Immediate Past President, the Hon Secretary, and the Hon Treasurer shall be ex officio members of the Committee.
9.2. Election of Officers
9.2.1. A registered member whose subscription for the preceding year, is in arrears, at the commencement of the Clubs financial year preceding the Annual General Meeting, is not eligible to be elected to the Committee or to any office of the Club.
9.2.2. A candidate for Committee or for office in the Club must be proposed by one registered member and seconded by another. If the candidate is not present at the meeting, then the person proposing that candidate must produce satisfactory written evidence to the Chairperson of the General Meeting, that such candidate is willing to accept office. A parent of a swimming member may be deemed to be the registered member.
9.2.3. Where the number of candidates is greater than the number of offices to be filled, a secret ballot shall be held. A minimum of two scrutineers for the conduct of the ballot shall be appointed by the registered members at the Annual General Meeting. The members shall vote by secret ballot, by writing the name of their chosen candidate/candidates on a voting slip. The voting slip shall be collected by the two scrutineers, and counted, and the result announced in the presence of the members and candidates.
9.3. Duties of Officers
9.3.1. President
The duties of the President shall be to ensure the successful functioning of all areas of the Club and the attainment of the Club’s objectives.
9.3.2. Vice - President
The duties of the Vice - President shall be to assist the President in the prescribed duties, and to stand in for the President in all cases where the President cannot fulfil the function.
9.3.3. Hon Secretary
The duties of the Hon Secretary shall be:-
9.3.3.1. To call and attend all General Meetings and to call all Committee Meetings
9.3.3.2. To ensure that minutes are taken, and correspondence is sent and replied to as per the direction of the meeting.
9.3.3.3. To ensure that all clerical work of the club is completed.
9.3.3.4. To ensure that the club supplies the Centre with annual documentation as required by the rules of Swimming New Zealand.
9.3.3.5 To ensure that the club furnishes such returns as are required to comply with the Charities Act 2005, the Incorporated Societies Act or by any other relevant statute or legislation.
9.3.4. Hon Treasurer
The duties of the Hon Treasurer shall be:-
9.3.4.1. To attend all General Meetings of the Club.
9.3.4.2. To receive all monies due to the Club and to place the same to the credit of the Club’s banking account.
9.3.4.3. To ensure all payments are made in a timely manner.
9.3.4.4. To ensure the accounts are kept in order and up to date.
9.3.4.5. To prepare and submit to members of the Club at the Annual General Meeting a statement of the financial affairs of the Club, duly audited, by an independent Auditor ratified at the Annual General Meeting. The Auditor shall not be an office holder of the Club.
Item 10. GENERAL MEETINGS
10.1. Annual General Meeting
10.1.1. The Annual General Meeting of registered members of the Club shall be held no later than 31st st of July in each year.
10.1.2. Notice of motions from registered members shall be received by the Secretary no later than 21 days prior to the Annual General Meeting
10.1.3. Fourteen days notice of the meeting, accompanied by the Agenda, shall be given by the Hon. Secretary to the registered members.
10.1.4. The order in which business is transacted at the Annual General Meeting shall be determined by the Chairperson.
10.1.5. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
10.1.6. Notice must be sent to all registered members as set out in the membership database and notice given on the HPK website. If there are more than one person at an address notification per address will be sufficient.
10.1.7. All members who were members at 31st st of March in any year, shall be deemed to be registered members for the purpose of receiving notice and attending the Annual General Meeting for the year in question. This same provision shall apply to the calling of any Special General Meeting of the Club, prior to the official enrolment date of the Club at the start of each new year.
10.2. Annual General Meeting Business
The business of the Annual General Meeting shall be :-
10.2.1. To receive the Annual Report and Audited Financial Statements
10.2.2. To elect the Committee and Officers
10.2 3. To consider motions of which notice has been given to the Hon Secretary, as in 10.1.
10.2.4. To confirm the amount of the annual subscription, as proposed by the Hon Treasurer, on behalf of the Committee.
10.2.5. To transact general business.
10.3. Annual General Meeting Quorum
10.3.1. At all Annual General Meetings of members of the Club the quorum shall be 20% of the registered members or a minimum of 40 members, entitled to attend and vote thereat. Swimming members under the age of 18 shall be entitled to be absent, and their parent or guardian, if present, shall represent their vote for purposes of quorum. If after the expiration of such time as the Chairperson shall decide from the time appointed for the commencement of the meeting there is no quorum present, the Chairperson shall adjourn the meeting to a venue, date and time to be determined by the meeting.
10.3.2. Notice of the new venue, date and time shall be given by the Hon Secretary in the manner prescribed for notice of an Annual General Meeting. If at the resumed meeting there is still no quorum present then those present shall constitute a quorum and shall be entitled to transact the business of the meeting.
10.3.3. The quorum that is present at the start of the meeting shall be present throughout the meeting, to transact business.
10.4. Annual General Meeting Voting
10.4.1. At all Annual General Meetings of members voting shall be on a show of hands.
10.4.2. Voting shall be by way of secret ballot where offices are contested at the Annual General Meeting, and/or in any manner where contentious issues are to be determined, and/or where Committee nominations exceed the number of vacancies.
10.4.3. A swimming member shall have one vote. If that swimming member is under the age of 18, their vote shall be cast on behalf by the parent or guardian. Where there is more than one swimming member under the age of 18 in a family, the number of votes per family under this item is limited to a maximum of one.
10.4.4. A club official is entitled to one vote. Where a member is classified in more than one category, under this item, for example as a Committee member and an official, then that member shall still only have one vote. Active life members are considered to be a club official.
10.4.5. Honorary, associate and other members shall not have a vote.
10.4.6. There shall be no proxy votes.
10.4.7. The effect of the voting rights is as follows:- Item Vote
1. Swimming member 10.4.3. 1
2. Club Official 10.4.5. 1
3. Active Life members 10.4.5. 1
4. Other membership 10.4.6. 0
10.5. Special General Meeting
10.5.1. A Special General Meeting of registered members may be called at any time by the Committee, or by requisition signed by not less than 15% of registered members. The requisition shall be addressed to the Hon. Secretary and shall set out specifically the business for which the Special General Meeting is required. Upon receipt of such a requisition the Hon. Secretary shall forthwith take the necessary steps to convene the meeting. Fourteen days noticeday’s notice of the meeting, accompanied by the Agenda, shall be given by the Hon. Secretary to the members.
10.5.2. At a Special General Meeting only the business set out in the notice convening the meeting shall be considered, provided that the meeting may by unanimous vote permit the discussion only, of any additional topic, on which no decision and/or vote may be taken by the meeting.
10.5.3. Notice must be sent to all registered members as set out in the membership database and notice given on the HPK website. If there are more than one person at an address one notification per address will be sufficient.
10.5.4. The accidental omission to give notice of a meeting to, or the non -receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
10.6. Special General Meeting Quorum
10.6.1. At all Special General Meetings of members of the Club the quorum shall be 20% of the registered members or a minimum of 40 members, entitled to attend and vote thereat. Junior members shall be entitled to be absent, and their parent or guardian, if present, shall represent their vote for purposes of quorum. If after the expiration of such time as the Chairperson shall decide from the time appointed for the commencement of the meeting there is no quorum present, the Chairperson shall adjourn the meeting to a venue, date and time to be determined by the meeting. Notice of the new venue, date and time shall be given by the Hon Secretary in the manner prescribed for notice of a Special General Meeting. If at the resumed meeting there is still no quorum present then those present shall constitute a quorum and shall be entitled to transact the business of the meeting.
10.6.2. In the case of a Special General Meeting called by a requisition of members, if there is no quorum present, the Chairperson shall have discretion to adjourn the meeting in the manner prescribed in 10.6.1 hereof, or to declare such meeting lapsed.
10.6.3. The quorum that is present at the start of the meeting, shall be present throughout the meeting, to transact business.
10.7. Special General Meeting Voting
10.7.1. At all Special General Meetings of members voting shall be on a show of hands.
10.7.2. In all cases where contentious issues are to be determined, voting shall be by way of secret ballot.
10.7.3. Special General Meeting voting rights match directly AGM voting as detailed in 10.4-10.4.7
10.7.4. There shall be no proxy votes.
10.7.5. The effect of the voting rights is as detailed in 10.4.7.
Item 11. SUBSCRIPTIONS
11.1. The annual subscription shall be as proposed by the Hon. Treasurer, on behalf of the Committee, and confirmed at the Annual General Meeting of the Club. Such subscription shall include all levies and other payments due or payable or to become due and payable to the Centre and /or the Swimming New Zealand.
11.2. The annual subscription shall become due and payable at the start of each new Financial year of the Club.
11.3. Membership shall lapse if the annual subscription is not paid within 60 days of the start of the financial year.
11.4. Notwithstanding the previous provisions, the Committee shall have the right to postpone or waive subscriptions or fees owing by any member for any reason it may think fit. Under these circumstances the member who is in arrears will be a member with full rights. However, the outstanding subscription shall be a financial debt by the member to the club.
Item 12. FUNDS
12.1. Bank Accounts
12.1.1. All monies received by the Club shall be placed to the credit of the approved Club’s ban account. All disbursements of Club funds shall be approved by two of the three signatories appointed by the Committee to sign on the account. The Committee must ratify all spends either through the monthly treasurers report or specific items as they arise.
12.1.2. A petty cash float may be held for sundry expenditure.
12.2. Borrowing Powers
12.2.1. The Club shall have authority to borrow money for the purpose of furthering the objects of the Club, but only by consent of the members at an Annual General Meeting or Special General Meeting.
12.2.2. Notice shall be given in accordance with the provisions providing for notice of an Annual General Meeting or a Special General Meeting, whichever is applicable.
12.2.3. The notice of the meeting shall state full details of the purpose for borrowing.
12.2.4. The meeting may authorise the Committee to borrow on behalf of the Club and to secure repayment of monies by way of mortgage or other charges over the assets of the Club.
Item 13. COMMON SEAL
13.1. The Secretary shall have custody of the Seal, should the Club retain one.
13.2. Legally binding documents require to be signed, in the presence of and by, the President or the Vice President, and one other Committee member appointed by the Committee for that purpose.
Item 14. FINANCIAL YEAR
Unless the Centre shall otherwise direct, the financial year of the Club shall conclude on the last day of March and commence on the first day of April in each year.
Item 15. AWARDS / PRIZES
All prizes shall be as determined by the Committee and in accordance with the rules laid down by the Swimming New Zealand.
Item 16. PECUNIARY GAIN
16.1. No member or members of the Club shall derive any pecuniary gain from any property or operations of the Club, except as a salaried officer, or by way of honorarium for services rendered voted by a General Meeting of members, in which case the pecuniary award shall be at a reasonable rate for the services provided.
16.2. No member or members of the Club or any person associated with a member shall participate in or materially influence any decision made by the Club in respect of the payment to or on behalf of that member or associated person of any income benefit or whatsoever.
Item 17. DISCIPLINARY
17.1. Suspension
17.1.1. Any member of the Club shall be liable to suspension for a period of time determined by the Committee in the event of his violating the Constitution and /or Regulations of the Club, or failing to comply with any lawful direction of the Committee or of an Officer of the Club.
17.1.2. Suspension may be imposed by the Committee of the Club for not more than one month’s duration. Suspension for a longer period may be imposed only by a Special General Meeting of members being called for the purpose.
17.1.3. Save as set out in 17.2.1. hereof, no member shall be suspended without being given an adequate opportunity of being heard in defence. Notice of a proposal to suspend a member shall be given in writing to the member setting forth explicitly the charge preferred and notifying the date, time, and place of hearing.
17.1.4. Notice of any suspension imposed shall at once be sent by the Hon Secretary of the Club to the Centre.
17.1.5. A person so suspended shall have a second right of appeal to the Centre, in addition to the provisions of Item 17.3.
17.2. Expulsion
17.2.1. Any member of the Club who is found guilty of flagrant breaches of the Constitution and/or Regulations of the Club, of habitual insubordination or unfair practices, or of conduct prejudicial to good order, decency and discipline, whether within the Club precincts or elsewhere, may be called upon to show cause why he should not be expelled from the Club, and, in the event of the member in question failing to show just cause, may be expelled.
17.2.2. Pending the hearing and determining of the charges the member may be summarily suspended by the Committee.
17.2.3. Expulsion of a member may be made only by a Special General Meeting of members of the Club called for the purpose, and only if the votes in favour of expulsion shall constitute 75% of the members present and entitled to vote at the meeting.
17.2.4. The notice of such special meeting shall be that prescribed for a Special General Meeting of members.
17.2.5. In all cases of expulsion the provisions of 17.1.3. to 17.1.5. shall apply.
17.3. Appeals
17.3.1. Any member of the Club may appeal to the Committee against any decision of any Officer, Committee member, or sub -committee member of the Club.
17.3.2. Such appeal shall be in writing addressed to the Hon Secretary of the Club and shall set forth specifically the decision appealed against and the grounds for such appeal.
17.3.3. The Hon Secretary shall arrange for the hearing of the appeal by the Committee, no later than 30 days after receiving notice from the member thereof. Both the person appealing and the official or officials appealed against shall have the right to appear before the Committee prior to the determination of the appeal, which shall be no later than 30 days after the hearing.
17.3.4. There shall be no appeal on the question of fact.
Item 18. WINDING UP
In the event of the dissolution of the Club, pursuant to Section 24 of the Incorporated Societies Act 1908, or the Club through any other cause ceasing to exist, the funds and property thereof after the discharge of all liabilities shall be handed to the Centre to be disposed of to exclusively charitable purposes as the Centre shall in its absolute discretion determine. In no event shall any surplus assets of the Club be divided among the members thereof, nor shall the members of the Club have any beneficial interest therein.
Item 19. RULES AND REGULATIONS
19.1. Rules
The Constitution of the Club embodies all requirements for Rules of Incorporated Societies.
19.2. Regulations
19.2.1. The members of the Club in General Meeting, or the Committee of the Club at any time, may make such Regulations for the conduct of the Club as they shall determine but such Regulations may not conflict with the Constitution of the Club, which embodies the Rules.
19.2.2. Regulations shall have full force and shall be binding on all members of the Club.
19.2.3. Any Regulation added to, deleted from, or amended within the Regulations by the Committee shall hold good until the next ensuing Annual General Meeting or Special General Meeting of members, when it must be confirmed by the General Meeting, or such additions/deletions/amendments shall lapse. Pending the confirmation by a General Meeting of a Regulation made by the Committee, a Regulation so made may be repealed by the Committee.
19.2.4. The Regulations made by the Committee and / or the Members in General Meeting shall be in SCHEDULE A -REGULATIONS OF - HOWICK PAKURANGA AMATEUR SWIMMING & LIFE SAVING CLUB INCORPORATED.