Constitution

Founded in 1972 by Methodist, Presbyterian and Anglican Churches in Feilding, Manchester House is a charitable not-for-profit Incorporated Society providing services that include Family/Social Work, Counselling, Budgeting, Foodbank, Seniors advocacy and support.

Manchester House sought to provide a free walk-in/on-demand professional and comprehensive social service facility in support of our local whanau and individuals in an endeavour to combat the negative and destabilizing influences currently plaguing modern society, influences such as drugs (meth), alcohol, domestic violence/abuse, mental health (suicide/depression) and homelessness.

(a) To provide professional holistic services to support and maintain a positive, stable, caring, protective and healthy environment for individuals and families within our community.

(b) To form and maintain positive working relationships with other social service providers, hapu and iwi.

Manchester House recognizes, supports and respects The Treaty of Waitangi in all its aspirations, to work in partnership, protection, participation and permission with whanau and tamariki and embraces the Manawatu District Council Te Whare Tapa Wha holistic model of health and wellbeing. Bi-cultural and multi-cultural recognition, engagement and inclusion is paramount within the Society and its Governing Body and forms part of the Society’s social service commitment to positive working relationships and professional practice.

The Manchester House Social Services Society Inc (The Society) has been formed for two purposes:

(a) Charitable:

To provide for the residents of Feilding and the surrounding country districts, a free walk-in/on-demand holistic social service and such other services as may from time to time be required. In 2024 this is achieved through the Social Service Centre and Senior Hub.

(b) Social Enterprises:

To provide social enterprises to financially support and assist in the free social service provision to our community and give social benefit. In 2024 this is achieved through the Op Shop and ASAP.

(a) The Society shall be made up of a minimum of 10 members and be open to any business, professional practice, churches, clubs or private citizens who are sympathetic to the aims, purpose and objects of the Society. Should the Society fall below 10 members, a notice may be issued by the Registrar to the Society requesting compliance.

(b) Membership will be made by way of application form and payment of a set annual subscription. New members must consent in writing to be a member and certify that they have not previously been declined membership.

(c) All financial members of the Society will observe the tenets of this Constitution and shall be entitled to exercise a vote at any meeting of the Society, or to hold or be elected to any Governance Board or Sub-Committee position.

(d) An up-to-date register of the Society members will be maintained and kept by the receptionist at the MHSS Administration Centre at 68 Aorangi Street, Feilding.

Membership of the Society shall cease by

(a) Notice of resignation sent to the Governance Board.

(b) Death of the member.

(c) Failure to pay the fixed subscription and, after adequate notice, being removed by motion of the Governance Board.

(d) By resolution of the Governance Board where, in the opinion of the Governance Board, the Member has brought the Society into disrepute.

(a) Annual subscription for membership of the Society shall be such sum as determined by the Annual General Meeting of the Society and the subscription so fixed shall be due and payable in advance as from the 1st July in each financial year.

(b) Any member whose subscription for the preceding financial year is in arrears after 30 June may be struck off the register of members provided that the Governance Board shall have power to re-instate any person/business so struck off, if satisfactory explanation is received and payment is made of all arrears.

(a) The Annual General Meeting of the Society will be held within 6 months of the Society’s balance date each financial year to:

i. Receive Minutes of previous AGM.

ii. Receive the Manchester House Annual Reports

• Chairperson

• Executive Manager

• Financial including audited MHSSS Annual Accounts

iii. Elect Governance Board Officers to a term of office

iv. Appoint an Auditor and Legal Advisor/Honorary Solicitor

(b) Written resolutions may not be passed in lieu of an Annual General meeting.

(c) Annual General Meetings may be held at one or more venues by members present in person and/or using any real time audio, audio and visual or electronic communication that gives each member a reasonable opportunity to participate in the meeting.

Notice of the Annual General Meeting shall be given to Society members at least fourteen days before the date of the meeting either by advertisement in some daily newspaper circulating within the Feilding District, via Manchester House website or other electronic means.

An Extraordinary General Meeting may be convened at any time by the Governance Board or on written requisition signed by at least six financial members of the Society setting out the business for which such meeting is desired. In the latter case, the Extraordinary General Meeting shall be convened for a date within one month from the date on which the requisition was lodged.

Manchester House is led by a Governance Board, which will act within the objects/scope and purpose of the Society as set out in this Constitution and associated documentation. The Governance Board will be made up of no less than 10 persons.

The Governance Board acts with the following purposes

(a) setting the vision, mission, aims and values of the Society.

(b) employing CEO/Executive Manager.

(c) approving policies as well as developing and adopting strategies for the Society.

(d) maintaining professional accounts and handling the Society’s overall finances.

(e) reviewing and approving strategic plans, business plans and budgets.

(f) monitoring Health & Safety, compliance and risk.

(g) maintaining an up-to-date register of Society members.

(h) calling Annual and Extraordinary meetings.

(a) Any person elected to the Governance Board becomes an Officer of the Society.

(b) All Governance Board Officers must:

i. consent to be an Officer and certify in writing that they have not previously been disqualified.

ii. be over the age of 16 years.

iii. receive an Orientation Pack and must fill in all requisite Manchester House forms.

(a) Act in good faith and in the best interests of the Society.

(b) Exercise power for proper purposes only.

(c) Comply with the Incorporated Societies Act and the Constitution.

(d) Exercise reasonable care and diligence in all undertakings.

(e) Not create substantial risk of serious loss to creditors.

(f) Not incur an obligation that the Society cannot reasonably perform.

(a) All persons elected Officers at the Annual General Meeting, will be members of the Society (or agree to become members).

(b) The term of an Officer of the Governance Board shall be three years, with a limit of three consecutive terms (9 years).

(c) The Methodist, Presbyterian and Anglican Churches of Feilding may appoint one person directly to the Governance Board for up to three terms and may nominate other people to the Annual General Meeting.

(d) All nominations for election will be submitted at least two weeks before the Annual General Meeting.

(e) The Governance Board will elect a chairperson and deputy chairperson at its first meeting following the Annual General Meeting.

(f) The Governance Board shall have the power to establish such sub-committees and working parties as it considers appropriate to assist in carrying out its functions.

(g) Should a vacancy occur on the Governance Board due to death, resignation or that the Officer is, or becomes, in the opinion of the remaining Officers by way of majority resolution of those Officers, incapable or unfit to continue to hold office, then the Governance Board has the power to fill these vacancies during the course of that financial year.

(h) To employ, upon such terms and conditions as the Society from time to time thinks fit, the services of any person or persons, company or other organization, to assist the Society in attainment of any of its objects/purposes as herein declared.

(a) Meetings of the Governance Board shall be called by notification either written, electronic or oral to each Officer at least seven days before the day appointed for such meeting. Time, place and intervals determined of such meetings to be held, are at the discretion of the Governance Board, or on the written request of three members of the Governance Board. No less than 6 meetings will be held each year.

(b) The Governance Board and any Sub-committee appointed by the Governance Board may act by resolution approved during a conference all using audio and/or audio-visual technology or through written communication conducted by email or electronic voting system and any such resolution shall be recorded in the Minutes of the next Committee or Sub-committee meeting.

(a) All meetings of the Society, the Governance Board and/or Sub-Committees, shall be conducted in accordance with the recognized rules of debate and of the conduct of business meetings. The method of decision making at all meetings shall be by consensus with a vote being taken if unanimity cannot be achieved; the decision being that of the majority. A vote may be called by voice, show of hands or secret ballot and any motion or resolution shall be deemed to be carried if passed by the majority of such members as are present and being entitled to vote on such motion. The Chairperson of the meeting shall be entitled to a deliberative vote and in the event of any equality of votes the Chairperson, shall in each case, be entitled to a casting vote.

(b) At any meeting, whenever a matter is to be discussed that a member or members have a vested interest in, they shall immediately declare that interest and withdraw from the discussion and not vote on the matter.

The Chairperson shall chair all Governance Board meetings but should the Chairperson be absent or decline to take the Chair, the Deputy Chairperson, if present, shall have the right to preside and in his or her absence, the Governance Board shall elect one of their number to take the Chair at such meeting.

Half of the membership of the Society and Governance Board shall constitute a quorum. The Governance Board shall set the quorum for any Sub-Committees and Working Parties it establishes.

(a) To raise and acquire funds by any means for the promotion of any object of the Society or for any similar project to ensure that the aims and objects of the Society are maintained.

(b) To lease rent or purchase any buildings furniture and effects and equipment necessary to conduct the business related to the aims and objects of the Society.

(c) To assume responsibility for the collective management and disbursement of any funds so raised as aforesaid.

(d) To conduct such other matters as are in the opinion of the Governance Board incidental or ancillary to any of the objects above mentioned.

(e) Any income, benefit or advantage must be used to advance the charitable purposes of the Society.

(a) No Officer is allowed to influence or take part in any decision made by the Governance Board in respect of payments or transactions between the organisation and them, their direct family or any associated entity. Any payments made to an Officer or Society member must be for goods or services that advance the charitable purposes and must be reasonable and relative to payments that would be made between unrelated parties.

(b) Officers may not receive any distribution of profit or income from Manchester House. This does not prevent Officers or Society members from:

i. receiving reimbursement of actual and reasonable expenses incurred, or

ii. entering into any transactions with Manchester House for goods or services supplied to or from them, which are at arms-length, or

iii. relative to what would occur between unrelated parties.

The Chairperson and /or Deputy shall

(a) Provide leadership and manage the Governance Board effectively.

(b) Oversee the overall direction of Manchester House and the Society.

(c) Form a professional and positive working relationship with the Executive Manager in the day-to-day operation of Manchester House.

(a) The Financial Officer is also Chair of the Financial Sub-Committee

i. Appointed to take governance responsibility for all financial strategies and the financial sustainability of Manchester House.

ii. Oversees constitutional financial reporting of the MHSS organisation including investments and audit activities.

iii. Financial oversight of Manchester House Trusts, both Property and Endowment.

iv. Oversight of Annual Accounts, budgets & cash-flows

v. Presentation of monthly financial reports to the Governance Board

(b) The funds and property of the Society shall be:

i. Controlled, invested and disposed of by the Committee, subject to this Constitution; and devoted solely to the promotion of the charitable purposes of the Society.

ii. The Committee must ensure that there are kept at all times accounting records that:

a. Correctly record the transactions of the Society; and

b. Allow the Society to produce Financial Statements that comply with the requirements of the Act; and

c. Enable the Financial Statements to be readily and properly audited.

(c) The Committee must establish and maintain a satisfactory system of control over the Society’s accounting records and all financial transactions and payments. The accounting records must be kept in written form, or in a form or manner that is easily accessible and convertible into written form. The accounting records must be kept for the current accounting period and for the last seven (7) completed accounting periods of the Society.

To take minutes of all Governance Board, Sub-Committee or Working Party meetings. All minutes are electronically sent to the Executive Manager and Chairperson to be filed (paper and electronic).

Where notices are required to be given to Society members such notices shall be deemed to have been duly given if they are sent out electronically where Society members have given their electronic details or posted to every member at the postal address of such member as appearing in the records of Manchester House.

The Governance Board shall have power to borrow such sums of money and to give such security by way of debenture, mortgages, charge or lien over or upon the whole or any part of the Society's property or assets as it thinks fit. Provided however that the Governance Board shall first obtain the consent of not less than half of the financial members of the Society present at an Annual or Extraordinary Meeting of the Society for borrowing over $50,000.

(a) Any member may request information via the Governance Board or the Chairperson.

(b) Requests will be responded to within ten working days.

(c) Information will be provided unless adequate grounds for refusal apply (for example, privacy, nuisance value, etc.)

No Rules shall be altered added to or repealed except at an Annual General Meeting or at an Extraordinary General Meeting provided that a notice of twenty-eight (28) days shall have been given to all members of the Society of the proposed additions or alterations to such Rules. Any alterations shall not affect the strictly Charitable nature of the Society.

Should Manchester House wind up its organization, the Governance Board will nominate one or more social service charitable not-for-profit organizations working in Feilding to be the recipient of any Society surplus assets being distributed.

The Society may amalgamate with another charitable not-for-profit society only if it is registered under the Incorporated Societies Act 2022. The amalgamated society may continue as one of the amalgamating societies or as a new one and must prepare an amalgamation proposal that contains the information required by the Incorporated Societies Regulations 2023 along with a new constitution for the proposed amalgamated society. This must be registered with the Registrar of Societies by completing a form and delivering it before the date of the proposed amalgamation.

Some infringement offences may include failing to comply with duties (for example, the duty to notify the Registrar of amendments to the Constitution) or exposing the incorporated society to a fine not exceeding $3,000.00, or an infringement fee for breach, as prescribed by the regulations. Offences may include:

(a) Making false statements

(b) Fraudulent use or destruction of property

(c) Falsification of documents

(d) Defrauding of creditors

(e) Improper use of ‘Incorporated’, ‘Inc’ or its Te Reo version ‘Manatopu’.

(a) The financial year of Manchester House shall commence on 1st July each year and terminate on the 30th June in the succeeding year.

(b) The Society Annual Financial Performance statement/report and Annual Return must be filed with the Registrar within six months of the Society’s balance date. The MHSS financials must be prepared and reported on under the appropriate accounting standards for Incorporated Societies.

i. The Annual Report must be:

ii. Updated and reviewed.

iii. Audited by an independent auditor.

iv. Presented to the Governance Board to confirm that all the Society financial and key information is correct.

v. Once confirmed through the Board these annual accounts are presented at the AGM.

The Auditor shall be appointed annually at the Annual General Meeting. No Officer of the Governance Board or its Committees shall be eligible for appointment as Auditor.

(a) The Society shall have at least one, but no more than three, contact persons whom the Registrar can contact when needed. The Society’s contact person must be:

i. At least 18 years of age; and

ii. Ordinarily resident in New Zealand.

(b) A contact person can be appointed by the Governance Board or elected by the members at a General Meeting.

(c) Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details including a physical address or an electronic address and a telephone number.

(d) Any change in that contact person, or that person’s name or contact details, shall be advised to the Registrar of Incorporated Societies within twenty (20) working days of that change occurring or the Society becoming aware of the change.

(a) The Society’s dispute resolution procedures will be consistent with the rules of natural justice which means any complainant will be treated fairly and decisions affecting all party’s rights, made using efficient and effective processes.

(b) A ‘disagreement’ is defined as a dispute if it relates to disagreement between members and/or Officers or an allegation that a member and/or officer of the Society has

i. materially breached, or is likely to materially breach, a duty under the Constitution or bylaws or the Incorporated Societies Act 2022.

ii. has engaged in misconduct.

iii. had their rights or interests damaged.

(a) The dispute procedure is initiated by a written complaint submitted to either the Chair or Deputy Chair of the Governance Board.

(b) The Chair or Deputy Chair of the Governance Board may take steps to bring the parties together to informally resolve the dispute.

(c) The Chair or Deputy Chair will inform the Governance Board that a complaint has been received and one of the following actions has happened:

i. The matter was resolved by the parties.

ii. The matter was considered trivial and taken no further.

iii. The matter has been referred to an external mediator/facilitator.

iv. The matter will be brought to the Governance Board for consideration.

(d) If the matter is brought to the Governance Board all parties will have the right to speak to the matter.

END