The name of the society shall be " ENERGY TRUSTS OF NEW ZEALAND INCORPORATED "
The objects of the society shall be:
- (a) In the interests of their beneficiaries to facilitate the operations of Energy Trusts as significant owners of Energy Companies.
- (b) To promote, foster, develop and support the trusteeship of Energy Trusts.
- (c) To affiliate with other organisations, whether incorporated or otherwise.
- (d) To carry out such ancillary activities as promote the wellbeing of society through the trustee ownership of utilities.
The society shall have all the powers of a natural person.
Energy Trusts whose income and/or capital beneficiaries are consumers/customers of an Energy Company in which the Trust holds shares, or whose beneficiaries are the community or sections of a community within the supply area of an Energy Company in which the Trust holds shares shall be eligible for membership of the society.
Applications for membership shall be on such forms as are prescribed from time to time by the executive committee and acceptance to membership shall be by resolution of the executive committee on a simple majority of those present and voting.
Different classes of membership may be determined from time to time by the society in general meeting.
Members shall be represented by such natural person or persons as shall from time to time be nominated by the member in writing to the secretary save that each member shall be entitled to one vote only. Should there be any plurality of voting or dispute over entitlement then the chairman of the meeting shall determine the specific natural person whose vote shall be counted provided that that person is a member or officer of the member trust.
Membership may be terminated by the member giving notice in writing to the society's secretary.
Membership of the society may be terminated if payment of fees are not met within three months of due date.
Termination and/or expulsion of members may be by resolution of the executive committee on a simple majority of those present and voting, but any expulsion may be appealed at the next Annual General Meeting and determined on a simple majority vote.
Termination of membership shall not release the member from any financial, fiduciary or other responsibilities to the society.
The rules of the society may be altered, added to, or rescinded on a seventy five percent (75%) majority of members present and voting at a general meeting of the society. Notice and details of any alteration, addition or rescission must be given to the Secretary of the society at least twenty eight days before the meeting at which it is intended to propose such alteration, addition, or rescission
TYPES OF MEETINGS OF MEMBERS
At least annually and not more than eighteen months after the last annual meeting the society shall hold an annual meeting of members.
Special General Meetings of members may be called from time to time to deal with a special matter or topic.
CALLING OF MEETINGS OF MEMBERS
At least ten days notice of meetings of members shall be given by notice to the last known address of the secretary of members. The notice shall specify the date, time and place of the meeting and the business to be conducted thereat. Meetings of members shall be called by the executive committee by resolution or on receipt of written advice stating a special matter or topic of business and signed by not less than five (5) members.
QUORUM OF MEETING OF MEMBERS
At any General Meeting of the society fifty percent (50%) of members shall form a quorum.
ADJOURNMENT OF MEETINGS OF MEMBERS
In the event of the absence of a quorum of members within fifteen (15) minutes of the appointed time for the commencement of a general meeting of members the meeting shall stand adjourned to such time, date and place as those members present determine, being not less than ten (10) days later and of which notice shall be given in the same manner as for general meetings of members save that five (5) days notice shall suffice. At such adjourned meeting those members present at the appointed time shall constitute a quorum.
CONDUCT OF MEETINGS OF MEMBERS
The chairman, or in his absence the vice chairman, or in the absence of both the chairman and the vice chairman a person representing a member elected by the meeting shall preside at all meetings of members. A person elected by the meeting shall retire from the chair on the arrival of the chairman or vice chairman. The chairman of the meeting shall have a casting vote in the event of a tie. Voting shall be by a show of hands. A vote by ballot shall be taken on the request of any member. Voting shall be restricted to members of the society only.
BUSINESS OF ANNUAL GENERAL MEETING OF MEMBERS
The Business of the Annual General Meeting of Members shall include the receipt and consideration of the reports of the Chairman, Treasurer and financial statements and the Auditor. The election of officers and Executive Committee members and such other business as may properly be considered by an Annual General Meeting.
The officers of the society shall consist of a Chairman, Vice Chairman, Secretary/ Treasurer, an Auditor and Solicitor. Officers other than that of Secretary/Treasurer shall be elected at the Annual General Meeting of the society. The executive committee shall have the power of appointment to fill the office of Secretary/Treasurer and the casual vacancy of any office. The office of Chairman and/or Vice Chairman shall be vacated on cessation of membership of the Society by the Trust of which that officer is a representative. Elected officers shall hold office until the close of the general meeting of members at which their successors are elected.
POWERS OF EXECUTIVE COMMITTEE
There shall be an executive committee charged with the management and control of the society's affairs other than as are required to be exercised by the Society in General Meeting. The Executive Committee shall have the powers of delegation.
MEMBERSHIP OF EXECUTIVE COMMITTEE
The executive committee shall consist of those holding the office of Chairman and Vice Chairman and four representatives of ordinary members elected at the Annual General Meeting. Executive Committee members shall hold office until the close of the general meeting of members at which their successors are elected.
QUORUM OF MEETING OF EXECUTIVE COMMITTEE
At any meeting of the Executive Committee four (4) executive committee members shall form a quorum.
ADJOURNMENT OF MEETINGS OF EXECUTIVE COMMITTEE
In the event of the absence of a quorum of executive committee members within fifteen (15) minutes of the appointed time for the commencement of a meeting of members of the executive committee the meeting shall stand adjourned to such time, date and place as those executive committee members present determine being not less than two (2) days later and of which notice shall be given in the same manner as for general meetings of executive committee members save that one (1) days notice shall suffice. At such adjourned meeting those executive committee members present at the appointed time shall constitute a quorum.
CONDUCT OF MEETINGS OF THE EXECUTIVE COMMITTEE
The Executive Committee shall meet at least annually. Meetings of the Executive Committee shall be at such times, dates and places as the committee determines. A meeting may be summoned by the Secretary and shall be called by him/her on receipt of a requisition in writing stating the business of the meeting signed by the Chairman or by three (3) members of the Executive Committee. The meeting shall be summoned by notice posted to all committee members giving no less than seven (7) days notice, unless notice is waived by all committee members present in New Zealand at the time of the meeting. The notice shall specify the business of the meeting. The chairman, or in his absence the vice chairman, or in the absence of both the chairman and vice chairman a member elected by the meeting shall preside at all meetings of the Executive Committee. A member elected by the meeting shall retire from the chair on the arrival of the chairman or vice chairman. The chairman of the meeting shall have a deliberative vote only. There shall be no casting vote. Voting shall be on the voices or by a show of hands and shall be by a minimum of three (3) votes. A vote by ballot shall be taken on the request of any committee member. Meetings of the Executive Committee or of any Sub Committee may be held by teleconference.
CONTROL OF FUNDS
The Executive Committee shall be responsible for the control and investment of the funds of the Society. All monies received shall be banked in such registered Bank as the Executive Committee determines and all monies drawn on the bank account shall be authorised by resolution of the Executive Committee. All cheques and other payment authorities shall be signed by any two persons who shall be members of the Executive Committee or the Secretary/Treasurer. Surplus funds may be invested in "Trustee Securities" on the authority of a resolution of the Executive Committee.
The society may borrow such sums of money such as total in excess of ten thousand dollars ($10,000) and enter into lease commitments in excess of five hundred dollars ($500) per month and/or of twelve (12) months or more duration as may from time to time be necessary or desirable to fulfil its objects only on the recommendation of the Executive Committee after it having taken written legal advice and such other professional advice as the Society's solicitor recommends on a resolution of members in General Meeting carried by a majority of seventy five percent (75%) of those present and voting.
The Common Seal shall be held by the Society's Solicitor and shall be affixed to any necessary documents only on the written advice of the Society's Solicitor and on the authority of a minute passed by the Executive Committee by a majority of seventy five percent (75%) of those present and voting. The affixing of the Common Seal shall be attested by the Secretary or Treasurer and any one of the Chairman or vice chairman.
The registered office of the society shall be at such place as the Executive Committee determines.
In the event of the winding up of the society then any surplus funds may be disposed of in such manner as is determined by the members in General Meeting at the time of winding up save that no surplus funds shall be distributed to individual persons. In the absence of any such decision then any surplus funds shall be paid to the New Zealand Government.