3. The Objects for which the Association is established include:

To operate, investigate, analyse, develop and administer irrigation schemes, including extending the current Network, and promote in any way whatsoever the interests of irrigators and potential users of bulk water in the District for the benefit of the District.

3.2

To collect, verify and publish information relating to irrigation, to cooperate and make arrangements and agreements with any other organisation having similar objects, and to procure from and communicate to such organisation such information as may seem likely to promote the objects of the Association.

To act in cooperation with and make arrangements and agreements with Government and any other organisations for the promotion of the objects of the Association.

To purchase, take on lease or in exchange, hire or otherwise acquire and real of personal property and any rights or privileges, which the Association shall think necessary or expedient for the purposes of attaining the objects of the Association or any of them, or promoting the interests of the Association or its members and to sell, exchange, let on bail or lease, with or without option to purchase or in any manner dispose of such property rights and privileges aforesaid.

To collect subscriptions, water charges, capital contributions and other payments for the general purposes of the Association.

To maintain such financial reserves as is deemed prudent.

To make any regulations and Terms of Supply for the government of the Association and generally to do all such other acts, deeds and other things as well may be incidental to the above objects or any of them and may be calculated to protect and further the interest of the Association and its members.

To apply surplus funds for the benefit of the District as defined in Clause 12.

4. Membership:

Deemed Membership

Any Property Owner with an existing and permanent active turnout and meter to the Network is a Deemed Member of the Association.

Every Deemed Member is entitled to become a Full Member upon paying the current annual subscription, the reconnection fee and agreeing to the current Terms of Supply.

Until paying the current annual subscription, the Deemed Member is not entitled to:

• Receive any notices of the Association.
• Vote on any matter.
• Be an officer of the Association.

The Deemed Member is not required to pay the Capital Charge in order to reconnect to the Network and have access to their Supply Entitlement.

Full Member

Any Property Owner with an existing connection and meter to the Network who has agreed to pay the annual subscription and agreed to the current Terms of Supply, shall become a Full Member (“Member”) of the Association.

Every Member Property Owner who is not an individual shall nominate an individual to receive the notices of the Association and act as its representative in all matters.

Associate Member

The Committee may at any time admit a person as an Associate Member of the Association on such terms as the Committee deems are appropriate.

An Associate Member is entitled to receive notices of meeting and be appointed to office but shall not be entitled to vote at any general meeting of members.

Subscriptions

Every Member shall pay to the Association the annual subscription as fixed by resolution at the Annual General Meeting.

The Committee may elect to collect the subscriptions by way of 4 equal instalments as part of the quarterly supply invoice.

Every new Member shall pay the current year’s subscription at the same time the Capital Charge and any connection fees are paid to the Association.

Any Member in arrears with the payment of the subscription shall not be entitled to vote at any meeting of the Association or stand for any office.

Multiple and Corporate Ownership

Where any property is owned jointly by more than one person, one person must be nominated in writing as the representative in all matters including receipt of notices.

In the event a nomination is not received by the Association, the first person named shall be deemed to be the representative. Notices shall be sent to the property address.

Where any property is owned by an incorporated body, trust or public entity, that body or entity shall nominate in writing a representative in all matters including receipt of notices.

Only the representative shall be entitled to vote as a member.

Where a Member owns in the District more than one property in the same ownership, the following shall apply:

• Only one subscription shall be payable, and
• There shall only be one vote attached to that subscription.

Resignation

Any Member may resign from his membership by giving written notice to the Secretary.

Every such notice shall be deemed to take effect at the end of the current financial year.

Notwithstanding Clause 4.6.1, the resignation shall not be effective if the Member owes any monies to the Association or continues to receive water supply from the Network.

Acceptance of the resignation means the Member is not entitled to receive any water supply from the Network.

The Member may reapply for reinstatement of membership upon paying a reconnection fee and meeting such conditions the Association determines.

Cancellation of Membership

The Association may at any time cancel the membership of a Member and cease to supply water where:

• The Member interferes or tampers in any way with the Network or any part of the Network, as defined in the Terms of Supply
• The Member is in arrears with payments, including penalties, due to the Association.
• Any breach of these Rules.
• The Association shall give 14 days written notice to the Member to rectify the matter. Failure to do so will result in the termination of supply without further notice.
• The cancellation of membership does not relieve the Member of the liability to pay any monies including penalties due to the Association.
• The Member may, with the consent of the Committee, reapply for reinstatement of membership upon rectifying the matter, paying a reconnection fee and meeting such conditions the Association determines.

Privacy Act

The Association acknowledges it collects and holds information about and relating to its members.

Members are entitled to inspect this information at any time.

Other than meeting statutory obligations and the requirements of the Waikato District Council, the Association shall not disclose this information to any other party, or permit any other party to have access to this information.

5. Meetings of the Association:

Annual General Meeting

The Annual General Meeting shall be held within three months of the balance date in every year on such a date and at such a time as fixed by the Committee. The Annual General Meeting shall:

• Receive from the Committee an annual report, and financially reviewed financial statements for the preceding financial year to 30th June.
• Receive an estimate of receipts and expenditure for the current year.
• Receive the schedule of Donations for the preceding year (if any).
• Fill any vacancies in the Committee.
• Appoint the Chairman of the Association.
• Appoint an Financial Reviewer (Being a practising member of the Institute of Chartered Accountants of New Zealand) for the ensuing year.
• Set the annual subscription.
• Set the annual honoraria payable to the Committee.
• Decide upon any resolution that may be duly submitted to the meeting.

Other General Meetings

Ordinary General Meetings: These meetings shall be held from time to time at such times and place as the Committee shall direct for the purpose of transacting the business of the Association and deciding upon such resolutions as shall be duly submitted to the meetings.

Special General Meetings: The Committee may at any time for any special purpose call such a meeting and shall do so forthwith upon the requisition in writing of any ten Members stating the purposes for which the meeting is required.

Notice of General Meetings

Ten clear days’ notice shall be given of all meetings.

The notice shall clearly state the business to be transacted.

The notice of the Annual General Meeting shall be accompanied by a copy of the annual report, audited financial statements and the schedule of Donations (if any).

Should any Member or Members wish to submit a motion for consideration at the Annual General Meeting, the motion must be in writing, and seconded by another member. This must be in the hands of the Secretary 3 working days prior to the notice being sent, and may be accompanied by up to 3 pages of material to support the motion.

Every notice shall be deemed to have been duly delivered if:

• Posted to the home or place of business last registered by the Member with the Secretary, or
• Faxed, emailed or couriered to the Member where these contact details have been provided by the Member.

Should the notice be defective in any way, a unanimous resolution of those present at the meeting shall be sufficient to remedy the breach.

Procedure at General Meetings

Quorum: At all general meetings a quorum shall consist of seven Members of good standing.

Chairman: At all general meetings the Chairman or in his absence another duly elected chairman shall preside.

Voting: Every Member (Other than any Member subject to Clause 4.4.4) shall be entitled to have one vote on every motion exercised in person or by proxy or in writing. In the case of an equality of votes, the Chairman shall also have a casting vote.

6. The Committee

The Committee of the Association shall consist of a Chairman and at least four Members of the Association.

No member of the Committee shall be an undischarged bankrupt.

Appointments:

The Committee shall appoint a Secretary, Treasurer and any other professional advisor required to assist the Association, and shall determine from time to time the amounts to be paid by way of remuneration to these officers.

Secondment:

At any time, the Committee may second to the Committee any person with particular expertise not withstanding that person may not be a Member.

Sub-Committees:

The Committee may form such sub-committees with such membership, powers and authorities it deems fit, provided that at all times the Committee remains responsible for all actions and decisions made by those sub-committees.

Casual Vacancy:

In the event of a casual vacancy on the Committee, the Committee shall appoint a replacement Member to serve until the next Annual General Meeting.

Meetings:

Meetings of the Committee shall be convened at such times and places as the Committee itself shall determine.

Quorum:

Three members of the Committee shall constitute a Quorum.

Voting in Committee:

Each member, including any seconded members, of the Committee shall have a deliberative vote. In the case of an equality of votes, the Chairman shall also have a casting vote.

No officer shall have a vote, excepting when they are also members of the Committee.

The method of voting shall be by show of hands, unless the Chairman calls for a ballot.

General Duties:

It shall be the duty of the Committee generally to:

• Prudently conduct and manage the affairs of the Association,
• Ensure all the Association Assets are well maintained and safeguarded,
• Seek a fair return on the Assets of the Association
• Keep usual and proper books of account, including a fixed asset register, that properly record the financial health of the Association at all times,
• Safeguard the other records of the business of the Association,
• Keep confidential at all times all matters of commercial sensitivity and negotiations conducted by the Association,
• Notify members of intended meetings and the business to be transacted thereat,
• Exercise all the powers and perform all the duties for which the Association has been established and shall have the power to do such things as may be incidental or conducive to the attainment of the objects of the Association mentioned in these rules.

Financial Management and Stewardship

The Committee is entrusted with the financial management and stewardship of the Association notwithstanding certain functions and authorities may from time to time be delegated.

Risk Assessment:

From time to time the Committee shall engage appropriate professional assistance to conduct a risk assessment of the Association’s affairs.

Receipts:

The Committee shall ensure all monies received on or on behalf of the Association are forthwith paid to the credit of the Association in accounts at a trading bank.

Payments:

The Committee shall ensure all payments of amounts due by the Association are properly made in a timely manner in accordance with agreed authorities.

Authorities:

From time to time the Committee shall determine such authorities as are necessary to operate the bank accounts, make payments, sign contracts, etc and shall notify these and any amendments to the Auditor.

Reporting:

The Committee shall not be bound to report to the Members in any manner, that in so doing, it reveals information of a confidential and commercially sensitive nature.

Surplus Funds:

The Committee shall ensure all surplus funds are invested in such deposits and securities as it thinks fit, ensuring all such investments meet the “prudent person” test.

Records:

The Committee shall ensure the records of the Association are kept in a secure manner and in the case of all computer records, backed up on a regular basis.

Contracts Register:

The Committee shall maintain a confidential register of all contracts entered into by the Association.

Reserves:

The Committee shall ensure the Association creates and maintains the following financial reserves:

• Asset Replacement Reserve:

  This reserve should be an accumulation of funds arising from the annual value of the amortised estimated replacement cost of the Association’s depreciating assets.

• Adverse Event Reserve:

  This reserve should contain sufficient funds to enable the Association, following an adverse event, pay any insurance excesses due, meet all uninsured costs and to reinstate those assets not covered by its insurance policies.

• General Reserves:

  These reserves should be sufficient to enable the Association to meet the costs of investigating and constructing future extensions to the operating Association Assets.

Borrowing Powers:

The Committee shall, in addition to the other powers vested in it, have a power to borrow or raise money on such terms and conditions as the Committee deems fit.

The funds raised may be by the issue of debenture, bonds, mortgages, or any other security founded or based on all or any of the property and or rights of the Association or without any such security and upon such terms as to priority and otherwise as the Committee thinks fit.

These powers of borrowing shall not be exercised except pursuant to a resolution of the Association passed in general meeting.

Notwithstanding the above provision, the Committee is specifically empowered, in the case of an emergency that threatens the continuity of supply, to borrow. Any such action shall be endorsed by the Members in general meeting as soon as possible.

Capital Charge:

The Committee shall from time to time set the Capital Charge. This shall apply for all new connections and Members seeking additional supplies of water in excess of their Supply Entitlement. The Committee in setting the Capital Charge shall consider the:

• Investment the Association has in the existing operating Association Assets, and
• The cost of any relevant extensions to the Network, and
• The capacity of the existing assets, and
• Whether the extension will create opportunities to obtain other new users, and
• The volume of water expected to be used including peak supply

New Connections:

Every new connection shall be subject to a Capital Charge.

Subdivisions:

Where a Property is subdivided, the Capital Charge and Supply Entitlement will be allocated to the title with the existing amenities or to the title contiguous with the existing turnout and connection.

Should the sub-divider provide, at his cost, approved connections to the new titles, the Association will negotiate the allocation of the Capital Charge and Supply Entitlement between each title before determining whether an additional Capital Charge should be paid.

Classes of Users:

The Committee may, in determining the Capital Charge, differentiate between users and negotiate the Capital Charge and Supply Entitlement accordingly:

• Private Users:

  Users where there is no material commercial activity on titles of not more than 2ha.

• Commercial Users:

  Users of water for commercial purposes of any sort including crop irrigation or on farming lots greater than 2ha.

• Bulk Users:

  Commercial users of water with requirements that require special management or additional investment by the Association.

Supply Entitlement:

Every Capital Charge shall have an associated Supply Entitlement determined from time to time by the Committee.

The Supply Entitlement may be determined in relation to the Member’s average daily water supply or peak requirements or both.

Where the Supply Entitlement is exceeded in any quarter, the Committee shall require the Member to negotiate an additional Capital Charge and agree to a new Supply Entitlement.

Alternatively, if the excess is of a minor or irregular nature, the Member may elect to pay an Excess Use Premium (As defined in the Terms of Supply) for all water supplied that quarter in excess of the Supply Entitlement.

An excess in one quarter can not be offset against under use in another quarter.

Refunds:

No Member shall, upon ceasing to be a member of the Association, for any reason whatsoever, receive a refund of the Capital Charge or any portion of it. The Capital Charge is attached to the Property, not the owner.

Regulations and Terms of Supply

The Committee may, from time to time, in its absolute discretion make such Regulations and conditions of Terms of Supply for the management, administration of the Association and supply of water.

Notice:

The Association shall provide to every Member 30 days notice in writing of any changes to the Terms of Supply.

Acceptance:

Any Member continuing to take water from the Association after the date the Terms of Supply become effective, is deemed to have accepted those Terms of Supply.

Such Regulations and Terms of Supply must be consistent with, and not in excess of, the powers conferred under these Rules.

Registered Office:

The Registered Office of the Association shall be at such a place as the Committee shall from time to time determine. Notice of any change to the situation of the Registered Office shall be duly sent to the Registrar.

Easements and Access:

The Member shall allow the Association to record on their property titles such easements and amendments to existing easements as may be necessary to protect the Association Assets.

In the case of existing supply, the cost shall be borne by the Association.

For sub-divisions and extensions to the Network, the costs shall be borne by the Member or Members except where the project is being undertaken by the Association.

At all times, Members with easements shall grant access to the Association (and its agents) for purposes of inspection, maintenance or other works to the Network.

Compliance:

The Committee at all times shall ensure the Association meets its statutory obligations in all respects. In particular, the Association must:

• Retain it’s Incorporated Society status, and
• Meet all criteria to retain its charitable entity status.
• Meet all obligations and take whatever steps are necessary to protect its water rights.

7. Alteration to Rules

These Rules may be altered, added to, rescinded or otherwise amended by a resolution passed by three-fourths majority of those present at a general meeting.

The notice for such a meeting shall set forth the purport of the proposed alteration, addition, rescission or other amendment provided nothing in these Rules shall prohibit minor amendments to any proposal which has been specified by notice.

No addition or alteration to Clauses 9 or 10 shall be submitted to a general meeting without prior written approval being received for the addition or alteration from the Inland Revenue Department.

Duplicate copies of every such alteration, addition, rescission or other amendment passed at such meeting shall forthwith be delivered to the Registrar in the accordance with the requirements of the Act and shall have effect only when accepted by the Registrar.

Any Member may at any time request a copy of the current Rules, Regulations or Terms of Supply.

8. Resettlement

At any time, the Committee may recommend to the Members that a special general meeting be called to resettle the Association Assets into a charitable trust with the powers contained in these Rules to continue the business activities of the Association.

The trust deed will generally contain the same provisions and objectives as this Association (including Clause 12) with the intention that the trust assumes the same role as the Association.

The trustees of the new trust will, in the first instance, be the members of the Committee prepared to act as trustees at the time of the meeting.

The resolution approving the resettlement shall be carried by a two-thirds majority of those Members present.

In all respects, the resettlement shall not constitute a sale of the Association Assets or a winding up (Clause 9).

9. Winding Up

The Association may be wound up in accordance with the provisions of Section 24 of the Incorporated Societies Act, 1908.

On the winding up or dissolution of the Association, the surplus assets (if any) shall be disposed of to local charitable organisations (including a charitable trust established for the specific purpose of receiving those surplus assets) in such a manner as the Association shall determine by resolution in general meeting.

Under no circumstances shall any Member receive any benefit whatsoever from the assets or proceeds of dissolution.

10. Payments to Members for Pecuniary Profit

No Member or person associated with a Member shall derive any income, benefit or advantage from the Association where they can materially influence the payment of the income, benefit or advantage.

Except where that income, benefit or advantage is derived from:

• Professional services to the Association rendered in the course of business and charged at no greater rate than current market rates, or
• Interest on money lent to the Association at no greater than current market rates.

11. Indemnities and Warranties

The Association makes no warranty or representation whatsoever that the water supplied through its Network is of a potable standard or fit for human consumption.

All Members agree to indemnify the Association from any damages, losses or actions arising from the water supplied by the Association being used for potable or domestic purposes.

The Association is dependant on Environment Waikato maintaining present water rights and approving future water rights. The Association can give no warranty whatsoever that these will not be amended and will continue to be issued. Accordingly, the Association will not be liable to any member in any manner whatsoever should these rights be amended or cancelled.

12. Charitable Activities

The Association is a charitable body and the Committee shall at all times ensure this status is maintained.

Donations shall only be made when:

• The Association has met all of its current financial obligations, and
• The Association has no borrowings, and
• The Reserves as defined in Clause 6.11.10 are, in the opinion of the Committee, fully funded, and
• The Association has no litigation or dispute outstanding.

From time to time, the Committee may make charitable Donations to Donees on such terms and conditions, including contingencies, it deems fit.

If the Committee wishes to make charitable donations, it shall advertise by way of a public notice in a newspaper circulating in the District, inviting qualifying organisations to submit applications.

All applications for Donations from potential Donees shall be in writing, accompanied by such supporting information the Committee requests and considered at a meeting of the Committee where notice of the application(s) has been given.

The Committee shall not consider any application for Donations from a local authority, government department, commercial entity, political party, individual, or organisations that breach the Human Rights Act or are not freely open to members from the whole community or where the donation is wholly or in part for personal gain.

The Committee may from time to time make such rules it deems fit relating to the administration of the Association’s charitable activities.

A schedule of Donations made during the previous financial year (if any) shall be tabled at each Annual General Meeting and following that meeting advertised as a public notice in a newspaper circulating in the District.

No Member or person associated with a Member shall be a direct beneficial recipient of any Donation made by the Association.

The Financial Reviewer shall check the Donations made by the Association each year.