CONSTITUTION AND RULES OF THE MANA MONTESSORI

"Rules" means these Rules, and any Rule may be identified by number;

"Year" means the period from 1 January to the following 31 December, this being the financial year for the Association;

“Month” means a calendar month;

(h) "Building Fund" means the fund established and maintained in accordance with Rule 16.

(i) "Equipment Fund" means the fund established and maintained in accordance with Rule 17;

(j) "Teacher Training Fund" means the fund established and maintained in accordance with Rule 18.

(k) "Special Fund" means any fund established by these Rules or by the Association or the Committee and includes the Building Fund, the Equipment Fund and the Teacher Training Fund.

3. OBJECTIVES:

The objectives of the Association, which are limited to New Zealand, are:

3.1 To provide a child-centred environment, based on the Montessori method of education, to allow children to develop to their fullest potential.

3.2 To provide environments which will nurture a love of learning.

3.3 To operate as a charitable association which shall not be conducted for the purpose of profit in any way or gain to any Member.

3.4 To meet all requirements for licensed pre-schools where relevant.

3.5 To spread the acceptance of child-centred education, particularly as originally developed by Maria Montessori.

4. MEMBERSHIP:

4.1 Entitlement:

4.1.a Compulsory: Parents / Guardians whose children attend the pre-school are required to be financial Members of the Association.

4.1.b Discretionary: Subject to payment of current subscriptions under Rule 5, Membership of the Association may be open to:

i Any Parent / Guardian with a child on the waiting list;

ii All contracted teachers employed by the Association;

iii Any person having an interest in the objectives of the Association may apply for Membership and may be granted Membership on approval of a majority of Officers of the Committee.

4.2 Mechanism:

4.2.a On entry of their child to the pre-school, Parents/Guardians become Members of the Association in accordance with Rule 4.1.a and taking cognizance of Rule 4.2.d and Rule 5.

4.2.b Any parent with a child on the waiting list or teacher who wishes to become a Member in accordance with Rule 4.1.b.i or Rule 4.1.b.ii shall apply in writing to the Committee.

4.2.c Any person who wishes to become a Member in accordance with Rule 4.1.b.iii shall apply in writing to the Committee outlining their interest in the objectives of the Association. Their Membership is granted for the current subscription year and they must reapply in writing for continued Membership.

4.2.d Membership may be held jointly by two persons while they both qualify for Membership as parent / guardian of the same children. In the case of a difference in the exercise of a vote, the vote of the first name to appear in the register of the Members shall be taken as the joint vote.

4.3 Termination of Membership

4.3.a Any Member may by notice in writing to the Secretary of the Association resign from Membership.

4.3.b Membership may be terminated by the Committee on the grounds of non-payment of fees or subscriptions by the due date.

4.3.c A Parents / Guardians Membership granted under Rule 4.1.a will cease immediately upon their child’s departure from the pre-school.

4.3.d A teacher’s Membership will cease upon their departure from the pre-school’s teaching staff.

4.3.e Those Members granted Membership under Rule 4.1.c may have their Membership terminated if the committee considers their interests in the objectives of the Association are no longer valid.

4.3.f The Committee shall have absolute discretion to suspend the Membership of any Member whose actions are prejudicial to the effective running of the Association and the general meetings. This suspension will become termination unless rejected by the following general meeting where it must be voted upon.

4.4 Office and Register

The Committee shall cause to be kept at the principal office of the Association a register of Members and the current Statements of Income and Expenditure and Assets and Liabilities of the Association.

4.4.a Office

The registered office shall be such place as the Committee may from time to time appoint.

5. SUBSCRIPTIONS

5.1 Subscriptions will be determined by Committee and must be recommended and approved by a general meeting.

5.2 The subscription year corresponds to the financial year as per Rule 11.3.

5.3 Joint Members, shall together pay a single annual subscription and any other levy as for one Member, and shall be entitled to only one vote.

6. COMMITTEE:

6.1 Nominations

Candidates for the Committee shall be nominated in writing by Members of the Association and such nominations shall be in the hands of the Secretary not less than seven days prior to the date of the meeting at which the election is to take place.

In the event of any position not receiving any nomination, then nominations for that position may be accepted at the meeting at which the election takes place.

6.2 The Committee shall be made up in the following way:

- The Chairperson

- The Vice Chairperson

- The Secretary

- The Treasurer

- Up to eight (8) other members, with a minimum of four (4)

- The Teacher Representative

6.3 Only Members of the Association may be elected to the Committee.

6.4 No Member of the Association whose partner is a Member of the Committee may serve on the Committee at the same time.

6.5 No Member of the Association whose partner is an employee of the Association may serve on the Committee at the same time.

6.6 The Committee shall have power to co-opt Members, who would be qualified for election, to fill no more than four casual vacancies as they arise. The Members so appointed will hold office until the next Annual General Meeting and shall be eligible for election at that meeting. If further vacancies arise then an Extraordinary General Meeting shall be held within three months after the fifth vacancy arises for the purpose of electing replacement Committee members.

6.7 The Committee shall have power to manage the day-to-day operation of the Association.

6.8 Sub-committees appointed by the Committee are to carry out tasks as specified by the Committee.

6.9 Sub-committee meetings will be conducted as required.

6.10 Committee meetings convened by the Chairperson shall be conducted not less than eight times per year.

6.11 A Member of the Committee or any sub-committee shall cease to hold office if he or she resigns, becomes of unsound mind, becomes bankrupt or is guilty of any serious criminal offence, the seriousness of which the Committee shall in its absolute discretion decide. Such a decision will require a confidential ballot.

6.12 The Committee or any subcommittee may invite to attend a meeting any person not a Member who may be in a position to contribute valuable information on the subject under discussion, or likely to be discussed, or who otherwise may assist in the deliberations or affairs of the Committee or sub-committee thereof. Such persons shall not be entitled to vote.

6.13 Any Member shall be entitled to attend Committee or sub-committee meetings but the Committee, at its discretion, may exclude them to discuss sensitive issues “in Committee”.

7. ANNUAL MEETING

7.1 An Annual General Meeting of Members of the Association shall be held in each year as soon as reasonably possible after the first day of January and not later than the last day of March.

7.2 Notice of the date, time and place of the Annual General Meeting shall be posted to Members not less than one month before such Annual General Meeting. Such notice shall contain an agenda.

7.3 Members of the Committee shall be elected at the Annual General Meeting.

7.4 The Business of the Annual General Meeting shall be:

a. to receive the Annual Report of the Association;

b. to receive the duly audited Annual Statements of Income and Expenditure and Assets and Liabilities of the Association;

c. to elect Members of the Committee for the ensuing year;

d to transact any other business.

7.5 The Chairperson, the Vice Chairperson, the Treasurer and the Secretary are to be elected directly, followed by an election for the balance of the Committee.

7.6 Committee members will hold office until the close of the meeting at which new Committee members are elected.

8. EXTRAORDINARY GENERAL MEETING

8.1 The Committee may convene an Extraordinary General Meeting whenever it thinks fit or upon a requisition in writing to the Chairperson signed by five members of the Committee, or any 15 Members.

8.2 If the Committee has not called the meeting within one month the Members making such requisition may themselves convene the meeting.

8.3 At any Extraordinary General meeting no business shall be transacted other that in the notice convening the meeting which notice shall be posted to each Member at least 1 month before the day fixed for the meeting.

8.4 The minutes of any Extraordinary General Meeting will be tabled at the next Annual General Meeting.

9. BUSINESS AND NOTICES

Notice of Committee meetings shall be delivered to the Committee members not less than seven days prior to the meeting.

9.1 Quorum:

The quorum for meetings shall be as follows:

a. Committee meetings - not less than five Officers;

b. Annual General Meetings and Extraordinary General Meetings of the Association not less than 15 of the Members with voting rights;

c. If within half an hour of the time appointed for the meeting a quorum of Members is not present the meeting shall be adjourned. A ‘flasher’ meeting shall be called by the Chairperson with due notice.

9.2 Voting:

Voting at meetings shall be by show of hands except in 6. 11 but the Chairperson may direct a ballot to be taken and shall so direct if requested to do so by one third of the Members present. The majority rules. When necessary the Chairperson, or in his or her absence the Vice Chairperson, has the deliberate and casting vote.

9.3 Minutes:

Minutes shall be kept of the proceedings of all meetings of the Association, the Committee and any sub-committee. Copies of such minutes shall be circulated to Committee members and made available for inspection at the Registered Office.

10. COMMON SEAL

10.1 There shall be a Common Seal of the Association. The Common Seal shall be kept in the custody of the Secretary and shall only be affixed to any instrument, document or other paper with the authority of the Committee and witnessed by:

a. the Chairperson or Vice Chairperson; and

b. the Secretary or some other person appointed by the Committee in place of the Secretary.

10.2 A record of the use of the Common Seal shall be kept by the Secretary.

11. ACCOUNTS AND FINANCE

11.1 Proper Books of Account shall be kept by the Treasurer showing:

a. all monies received, banked and expenditure committed to or spent by the Association;

b. all sales and purchases of the Association;

c. all assets.

11.2 The Treasurer shall give a financial report at each Committee meeting including a statement of receipts and payments.

11.3 The financial year of the Association shall be from the first day of January to the 31 st day of December. An annual budget shall be prepared and approved by the Committee prior to the end of February each year.

11.4 All cheques for payment must be signed by any two of four Committee members nominated for that purpose by the Committee. One of the nominees must be the Treasurer.

11.5 All monies received on behalf of the Association shall be paid as soon as possible to the credit of the Association at a trading bank as the Committee shall from time to time nominate.

11.6 The Treasurer or other persons appointed by the Committee shall have the power to receive, bank and give receipts for all legacies, subscriptions, donations or other monies bequeathed, made or given to the Association.

11.7 The Treasurer's and Auditor's report shall be presented at the Annual General Meeting.

11.8 An independent auditor shall be appointed by the Committee. The Auditor shall be a member of the New Zealand Society of Accountants. The accounts of the Association and the balance sheet shall be examined and the correctness thereof ascertained by the Auditor within three months of the end of each financial year.

11.9 The Association shall have the power to borrow with or without security monies as decided by the Committee. Such decisions shall be unanimous and the total unsecured borrowings must not exceed $5,000.

12. AMENDMENT

12.1 Amendment of:

These rules may be added to, amended or rescinded by simple majority of all Members of the Association or a majority of 2/3 of Members present at a general meeting of the Association of which not less than 1 months notice in writing has been given setting out in full the proposed addition, alteration or deletion and an explanation thereof and the time, date and place of the meeting. Such proposed addition, alteration or deletion may be passed only as proposed.

12.2 No addition to or alteration of Rule 2 (Objectives), Rule 13.1 (Pecuniary Gain) or Rule 15.2 (Division of Assets on winding up) shall be made without the prior approval of the Inland Revenue Department.

12.3 Interpretation of:

The decision of the Committee in the interpretation or application of these rules or any matter or thing not contained in these rules but pertaining to the Association, its property or interest shall be conclusive and binding on all Members until a vote at an Annual or Extraordinary General Meeting of the Association.

13. GENERAL

13.1 Pecuniary Gain

No Member shall receive or obtain any pecuniary gain from the property or operation of the Association PROVIDED THAT:

a. a Member who is a paid employee may be provided with reasonable remuneration for the services rendered as the Committee shall decide.

If the Member concerned is also a member of the Committee, then the Member shall not be entitled to vote upon the amount of remuneration to be provided.

b. a Member may be reimbursed for reasonable expenses incurred on the Association's behalf.

c. no Member (or any person associated with a Member) shall participate in or materially influence any decision in respect of the payment to that Member (or any person associated with the Member) of any income, remuneration or other benefit or advantage.

d. the provisions and effects of this document shall be included and implied into any document replacing this document.

13.2 Statements

No Member or group of Members shall make any public or press statements purporting to be made by or on behalf of the Association, without the prior authority of the Chairperson, or in the Chairperson's absence the Vice Chairperson.

14. POWER OF COMMITTEE

14.1 The management and control of all property of the Association shall be vested in the Committee except to the extent that the law or these rules provide otherwise.

14.2 The Committee may from time to time take all steps and proceedings and do all lawful acts and things it considers advisable for carrying into effect the Objectives of the Association.

14.3 The Committee may appoint or employ and at its absolute discretion dismiss, remove or suspend such employees or agents as it may from time to time think fit, and may determine their duties and powers, and in the case of employees fix their salaries or emoluments and term of engagement. These actions must be within the parameters of the Employment Contracts Act and any contractual agreements based on this Act.

14.4 The Committee may by 2/3 majority, institute, conduct, defend, compound or abandon any actions, legal proceedings and any demands by or against the Association or otherwise concerning the affairs of the Association. In the case of any criminal action or any civil action exceeding $5,000, legal counsel must be engaged.

14.5 The Committee may receive and sign and give effect to receipts and discharge for all debentures, dividends or securities for money debts, goods, chattels and effects, which come to its hands or to which the Association may become possessed or entitled to or which may become due, owing, payable, or transferable to the Association from any persons, corporation or other source.

14.6 Special Funds

Rules regulating any special funds shall be:

a. The Committee's investment authority shall be limited to secured deposits with any trading bank and Government stock;

b. Subject to the Rules regulating any Special Funds, the Committee may from time to time control invest and deal with all or any of the funds or moneys of the Association in such manner as it shall think fit and from time to time at its absolute discretion vary any such investment or realise the amount invested therein and shall invest or bank all or any of the funds or moneys of the Association in such banks or securities as outlined in Rule 14.6.a as the Committee may determine and may withdraw the same from time to time.

14.7 The Committee may draw, sign, accept, endorse or otherwise deal with cheques, dividend warrants, interest notes, Promissory notes or other instruments payable to the Association, authorise the affixing of the seal of the Society in accordance with Rule 10 and enter into and execute under Seal on its behalf of such documents, contracts, transfers, conveyances, leases, bonds, debentures, securities, assignments, deeds and instruments as it may deem necessary or appropriate in relation to all the purposes, affairs or matters in which the Association may be interested or concerned.

14.8 The Committee may from time to time borrow money in the name of the Association on such terms and conditions as the Committee thinks fit subject to conditions outlined in Rule 11.9.

14.9 The Committee may from time to time appoint sub-committees consisting of such numbers of the Members as they think fit and define what shall be their respective powers and duties and may in their absolute discretion delegate any part of the Committee's power subject always to the Rules of the Association and to the supervision of the Committee; such sub-committees will have their terms fixed by the discretion of the Committee.

14.10 The Committee shall have the power to make regulations:

a. Within the framework of the Constitution.

b. For regulating the "environment" referred to in the "Objectives of the Society".

15. DIVISION OF SURPLUS ASSETS

15.1 The Association may be dissolved at any time by resolution passed by a majority of Members present at any Extraordinary or Annual General Meeting of the Members, provided that the notice of such meeting shall give notice of the resolution for dissolution, and the resolution shall confirmed by a subsequent meeting called for that purpose not earlier than thirty (30) days after that date on which the resolution to be so confirmed was passed.

15.2 Upon the winding up of the Association, the surplus assets and funds of the Association, after paying all its debts and liabilities and expenses of winding up shall be applied to primarily Montessori or other pre-school educational organisations in the Wellington region which have charitable status.

16. BUILDING FUND

16.1 A Building Fund shall be established for the purpose of purchasing or improving premises for the Association, whether freehold or leasehold.

16.2 The Building Fund shall be accounted for separately in the Association's accounts.

16.3 The Building Fund shall comprise:

a. such of the general funds of the Association as the Committee shall set aside into the Building Fund from time to time;

b. the proceeds of any fund-raising project undertaken for that purpose;

c. donations specifically given for the Building Fund;

d. all income earned by the Building Fund.

17. EQUIPMENT FUND

17.1 An Equipment Fund shall be established for the purpose of providing for the purchase of equipment, including in particular specialist Montessori equipment and material for the manufacture of equipment.

17.2 The Equipment Fund shall be accounted for separately in the Association's accounts.

17.3 The Equipment Fund shall comprise from time to time:

a. such of the general funds of the Association as the Committee shall set aside into the Equipment Fund from time to time;

b. the proceeds of any fund-raising project undertaken for that purpose;

c. donations specifically given for the Equipment Fund;

d. all income earned by the Equipment Fund;

e. the proceeds of any sales of equipment.

18. TEACHER TRAINING FUND

18.1 There shall be established and maintained by the Committee a fund to be known as the Teacher Training Fund, for the purpose of providing at the discretion of the Committee for tuition fees, course materials, travel, accommodation and out of pocket expenses incurred with the approval of the Committee by teachers or assistants in pursuing an appropriate course of training in the Montessori Method of Education or any other Training which the Committee considers relevant to the objectives of the Society.

18.2 The Teacher Training Fund of the Society shall be identified and reported upon separately in the accounts of the Society.

18.3 The Teacher Training Fund shall consist of:

a. Such of the general funds of the Society as the Committee shall set aside into the Teacher Training Fund from time to time;

b. The proceeds of any fund-raising project undertaken for that purpose;

c. Donations specifically given for the Teacher Training Fund;

d. All income earned by the Teacher Training.

18.4 The Teacher Training Fund shall be under the control of the Committee.