As amended at AGM 29 September 2021

Rules of

Living Streets Aotearoa Incorporated

(WN/1235242) (CC22064)

1 Name

The name of the society is Living Streets Aotearoa Incorporated (referred to in these Rules as the Society).

2 Objects

The Society is established to:

2.1  Promote the social and economic benefits of pedestrian-friendly communities;

2.2  Promote walking as a healthy, environmentally-friendly and universal means of transport and recreation;

2.3  Advocate for improved access and conditions for walkers, pedestrians, and runners e.g. walking surfaces, traffic flows, speed, and safety;

2.4  Educate national, regional, and local authorities, drivers, pedestrians, and others on the benefits of walking in order to improve road safety for pedestrians;

2.5  Promote the case for walking through public debate and to relevant authorities;

2.6  Advocate for greater representation of walker and pedestrian concerns in urban and regional land use and transport planning and, as appropriate, at a national level;

2.7  Promote walking as a tourist activity;

2.8  Work for improved signage, maps, and other information for walkers;

2.9  Have particular regard for people with special mobility needs and to be inclusive and accessible in the Society's activities;

2.10  Promote clean, well managed, well-lit, and safe streets, day and night;

2.11  Promote the design of streets for all purposes, not just for vehicle movements;

2.12  Organise meetings, campaigns, publications, and conferences to further the objects of the Society;

2.13  Set up Branches of the Society across New Zealand;

2.14  liaise with other groups, locally, nationally, and internationally, to further the objects of the Society.

3 Powers

To further the above charitable Objects the Society shall have the following powers in New Zealand:

3.1  To purchase, lease, hire or otherwise acquire any real or personal property;

3.2  To sell, let, mortgage, hire out or otherwise dispose of or deal with any of the property or assets of the Society;

3.3  To construct, maintain or alter any buildings or property;

3.4  To borrow, raise or invest money on such terms as may be thought fit;

3.5  To enter into or terminate contracts of employment or contracts for services;

3.6  To enter into or terminate any contract or arrangement with any society, government department, corporation, or other body;

3.7  To do all such other things which will further the charitable Objects of the Society within New Zealand.

4 Membership

4.1  Supporters of the Objects of the Society shall, subject to payment of the relevant membership fee, be members of the Society on their names being entered in the Society's register of members.

4.2  There are six classes of membership, namely Individual (Waged, and Unwaged), Family, Organisation, Community Group, and Honorary membership.

5 Termination of Membership

5.1  Any member may resign her or his membership by submitting a written or oral resignation to the Executive Council.

5.2  If in the opinion of the Executive Council, any member has acted in a manner that is harmful to the Society, that member may be expelled by a two-thirds majority of the Executive Council, provided that:

a) the Society notifies the member concerned of the proposed expulsion and the reasons for it;

b) the member concerned is given an opportunity to be heard by the Executive Council considering the expulsion;

c) the expelled member has a right of appeal to a General Meeting, exercisable within 21 days of the Executive Council's decision. The Executive Council shall give notice of the General Meeting at which the appeal will be considered.

5.3  Any member who has failed to pay an annual membership fee before or during the financial year it is due shall cease to be a member at the end of that financial year.

6 Membership Fee

The Annual General Meeting may fix a membership fee or fees from time to time.

7 Branches

7.1  Branches of the Society may be established as the Executive Council shall from time to time determine. Membership of a Branch shall consist of all members resident within the defined area of the Branch.

7.2  Each Branch shall have a Committee consisting of a Chairperson, a Secretary, a Treasurer, and any further members as may be decided by Branch members, all of whom shall be elected at the Annual General Meeting of the Branch or subsequently co-opted by the Committee.

7.3  Subject to these Rules, Branches shall have the power to organise and control the work of the Society within their defined areas, provided that matters that may concern more than one Branch or are of regional or national significance shall be handled by the Executive Council.

7.4  Branches may collect subscriptions from Branch members, and will forward such subscriptions to the National Secretary without delay.

7.5  Capitation, at a rate fixed by the Executive Council, shall be paid to Branches six-monthly, based on the number of Branch members at the end of the previous financial year and six months later.

7.6  Branches shall not have the power to enter into financial obligations beyond the funds under their own control.

8 Annual General Meeting

8.1  The Annual General Meeting of the Society for each year shall be held not more than 5 months after the end of the Society's financial year.

8.2  The business of the Annual General Meeting shall include the following:

a) presentation of the annual report and the financial accounts;

b) election of the Executive Council and an auditor;

c) consideration of any other business required to be considered under these Rules or that the Annual General Meeting believes should be considered.

9 Special General Meetings

9.1  The Executive Council may at any time give notice of a Special General Meeting. It must do so:

a) if a request is received from at least ten members specifying the matters to be discussed at the Special General Meeting, notice to be given within 21 days of receiving that request; or

b) in accordance with paragraph 17.2 if a resolution to wind up the Society has been passed in accordance with paragraph 17.1.

10 Notice of General Meetings

10.1  For General Meetings the Executive Council shall give:

a) 28 days notice of the time, date, and place, and for a Special General Meeting the reasons for calling the meeting;

b) 14 days notice of all matters on which binding decisions will be made, and instructions for casting votes by post, fax, or email in accordance with paragraph 13.2.

11 Quorum of General Meetings

The quorum of General Meetings shall be 10 members.

12 Executive Council

12.1  The Executive Council shall comprise the President, the Vice-President, the National Secretary, the National Treasurer, and other members elected at the Annual General Meeting to carry out the aims and powers of the Society. The named positions may each be shared by more than one individual, and the membership of the Executive Council shall not exceed ten individuals.

12.2  The functions of the Executive Council shall be:

a) to carry out any policy set at General Meetings;

b) to initiate any policy;

c) to keep proper books of account and handle the Society's finances;

d) to keep a register of members;

e) to have control of the common seal;

f) to call General Meetings;

g) to carry out all other aspects of the Society's affairs.

12.3  The Executive Council may co-opt any other members.

12.4  The quorum of Executive Council meetings shall be four.

12.5  The Executive Council may appoint sub-committees to carry out any of its functions.

13 Decision Making

13.1  Decision-making at all meetings shall be by consensus, but failing a consensus, decisions shall be made by a simple majority except in the case of changes to these Rules (see Rule 16)

13.2  Voting shall be by voices or show of hands, at a meeting, whether conducted in-person or online.

14 Control of Funds

14.1  The Executive Council through the National Treasurer shall keep proper books of account.

14.2  All funds received by or on behalf of the Society shall be paid into the Society’s bank account.

14.3  All transactions from any of the Society’s accounts shall be authorised by two persons designated by the resolution of the Executive Council.

14.4  The income and property of the Society shall be applied solely to further the Objects of the Society. No income or property shall be paid or transferred directly or indirectly to members.

14.5  Clause 14.4 shall not prevent payment of reasonable remuneration or expenses to any member for any services performed by them for the Society. By prior agreement of the Executive Council a member may charge for any services carried out by him or her where the Society would have had to pay for that service if it was carried out by somebody who was not a member. Any such income paid shall be reasonable and relative to that which would be paid in an arm’s-length transaction (being the open market value).

15 Common Seal

15.1  The common seal of the Society shall be kept in the custody of the Executive Council.

15.2  The common seal shall be affixed with the signatures of two persons designated by the Executive Council to such documents as the Executive Council decides.

16 Changes to these Rules

16.1  These Rules may be added to, altered, or rescinded by a resolution of a General Meeting.

16.2  Notice of any proposed addition, alteration, or rescission shall be given in accordance with paragraph 10.1(b).

16.3  No addition, alteration, or rescission shall derogate from the non-profit or charitable status of the Society. In particular, the provisions and effects of paragraphs 14.4 and 14.5 shall not be removed from these Rules.

16.4  Changes to these Rules require the support of at least two-thirds of members who cast a vote.

17 Liquidation

17.1 The Society may be wound up if a General Meeting passes a resolution to do so and appoints one or more liquidators to wind up the Society’s affairs.

17.2  This resolution must be confirmed by a Special General Meeting called for that specific purpose, held at least 30 days after the General Meeting at which the winding-up resolution referred to in paragraph 17.1 was passed.

17.3  Any surplus assets shall be distributed to other approved charitable societies or organisations with similar charitable aims within New Zealand and shall be determined by the confirming Special General Meeting referred to in paragraph 17.2.