1 Te Atatu South Community Association Incorporated 1.

Interpretation Clause The following words and expressions in these rules shall have the several meanings herein assigned to them unless such meanings are excluded by or repugnant to the context or subject matter, that is to say:a) The Society shall mean the Te Atatu South Community Association incorporated. b) The Chairperson shall mean the Chairperson for the time being of the Society and shall include any acting Chairperson of the Society. Chairperson could also refer to the Chair, Chairman or Chairwoman. c) The Secretary shall mean the Secretary for the time being of the Society and shall include any acting Secretary of the Society. d) The Treasurer shall mean the Treasurer for the time being of the Society and shall include any acting Treasurer of the Society. e) The Committee shall mean the committee of the Society duly elected in accordance with the rules of the Society. f) A month shall mean a calendar month. g) General Meeting shall mean either the annual general meeting or any extra ordinary general meeting as shall be called in accordance with the rules of the Society. h) Member shall mean financial member. i) Committee man or Committee woman shall mean duly elected member of the committee. j) Words imputing only the masculine gender shall include the feminine gender. 2. Name The name of the Society shall be the Te Atatu South Community Association Incorporated. 3. Objectives The objects for which the society is established are:a) The general advancement and improvement of the area as described in section 4 Boundaries of this document, in the district of Auckland and of the environments thereof, commercially and as a place of residence and otherwise howsoever. b) To encourage and organise combined efforts to achieve the objects herein set forth. c) To cooperate with the statutory bodies in looking after the affairs of Te Atatu South and to secure the maximum fair expenditure of the general rates levied by such bodies within Auckland Council for the benefit of ratepayers, residents and visitors. d) To pursue and undertake any activity with object of establishing or preserving social cultural or sporting activities or amenities or the unique natural environment of the area. e) To cooperate with or act in support of any person or organisation in or towards the achievements of the objects of the Society. f) To seek and secure from the Government of New Zealand and local governing bodies and from any interested individual or organisation recognition and financial support for carrying out the objects of the Society.

2 g) To provide suitable premises for meetings and carrying on the work of and for the purpose of carrying into effect the objects of the Society and to employ and dismiss servants and agents. h) To acquire by purchase take on lease or otherwise lands and buildings and all other property real and personal which the Committee of the Society may from time to time think proper or dispose of such property or any part thereof and to erect on any such land any building and to alter add to and maintain any buildings erected upon such land. i) To sell improve maintain manage exchange lease mortgage dispose of turn to account or otherwise deal with all or any part of the property assets and rights of the Society. j) To raise or borrow money in such manner and upon such security (if any) as the Committee of the Society shall think fit and in particular upon the security of any mortgage or mortgages charge or charges of all or any part of the Societys property assets and rights (both present and future) or by the issue of debentures charges or not upon all or any part of the Societys property assets and rights(both present and future) and generally with such rights and upon such terms and conditions in all respects as the Committee of the Society shall see fit and to purchase redeem or pay off any such securities and re-issue same. k) To give guarantees, bonds and indemnities and to make draw accept or endorse discount execute drafts debentures and all or any negotiable or transferable instruments. l) To invest and deal with the moneys of the Society not immediately required upon such securities or otherwise in such a manner as may from time to time be determined. m) To take or otherwise acquire and hold shares in any other Society of Company or Corporation having objects altogether or in part similar to those of this Society or carrying on any business of whatsoever nature which is deemed by the Committee of the Society to be capable of being conducted so as to further directly or indirectly the objects for which this Society is established. n) To do any act matter or thing which may appear to the Committee of the Society to be incidental or conducive towards carrying into effect or attainment of the objects of the Society. 4. Boundaries The boundary shall be from State highway 16, the Whau River crossing and joining Tirimoana Road on the corner of Crystal Ave, left into Te Atatu Road, then right into Great North Road, right into Edmonton Road, left towards Sel Peacock Ave before joining Henderson Creek, along Henderson Creek before meeting once again with State Highway 16 (North Western Motorway). 5. Members a) The Society shall consist of an unlimited number of members provided they are ratepayers, residents, workers or have an affinity within the boundaries described. b) Any person having paid the subscription for the then current year shall become a member of the Society. c) Every person joining the Society shall continue to be a member and liable for his or her annual subscription until:-

3 i) His or her resignation in writing has been lodged with the Secretary and accepted by the Committee, or ii) He or she shall be twelve month in arrears in payment of the annual subscription and the Committee shall decide to cancel his or her membership for that reason. d) The committee may if in its opinion the conduct of any member is inconsistent with the objects of the Society expel such member. No member who has been expelled shall again become a member unless a resolution permitting him or her to re-join the Society shall have been passed at an Annual General Meeting or Extra-ordinary General meeting. e) The annual subscription of the Society shall be such sum as fixed at such Annual General Meeting and shall be due and payable as at the date of each Annual General Meeting. 6. Register of Members The Society shall keep a Register of its members containing the names, addresses, phone numbers and email addresses of those members and the dates at which they became members. The Society shall from time to time when required by the Register so to do under Section 22 of the said Act send to him a list of the names, addresses and occupations of its members accompanied by a statutory declaration verifying that list and made by the Secretary or Treasurer of the Society. 7. Registered Office In accordance with Section 18 of the said Act the Society shall have a registered office (which shall be the residential address from time to time of the Secretary) or where it owns its own land and buildings, that could be deemed to be a suitable place to which all communications may be addressed and notice of the situation of that office and of any change therein shall be given to the Register as provided by that section. 8. Executive The officers of the Society shall consist of a Chairman, Deputy Chairman, Secretary, Treasurer and/or Assistant Secretary. The Officers of Secretary and Treasurer may be combined. The Officers and Committeemen shall be elected at the Annual General Meeting from among members of the Society. 9. The executive of the Society shall be the Committeemen which shall consist of the Chairman, Deputy Chairman, Secretary and Treasurer (all of whom shall be ex-officio members of the Committee) and of not less than three or more than seven ordinary members elected as hereinafter provided. 10. The Officers of the Society and the members of the Committee shall be elected at the Annual General Meeting of the Society and shall hold office until the Annual General Meeting next ensuing, when they shall retire but may be eligible for re-election, provided that the Committee may fill any vacancy occurring through the death, resignation or any other cause during the currency of any year among the offices or Committee men and the person so appointed shall hold office until ensuring Annual General Meeting. Sub-committees may be formed at any General Meeting of the Committee, to deal with specified matters. 11. It shall be the duty of the Secretary:-

4 a) To keep a true record of the proceedings of all meetings (including Committee Meetings) of the Society in a book provided for the purpose and to give effect to all resolutions passed at such meeting. b) To have custody of all books, records and reports, connected with the business of the Society and when necessary bring matters before such meetings as may properly be dealt with by them. c) To conduct the correspondence of the Society and its committees under its direction. d) To notify the time and place of all Executive Committee meetings and General Meetings. e) In case of inability to attend any meetings to cause the necessary books and papers to be conveyed to the place of the meeting and give due notice to the Chairman. It shall be the duty of the Treasurer:a) To collect and receive all moneys due to the Society and pay all accounts contracted by it when passed for payment at any general or committee meeting of the Society and keep correct account of all transactions in books provided for the purpose. b) To have custody of all funds and keep account of same in such a manner as will at any time clearly show the true financial position of the Society. c) To pay all moneys collected by him as soon as it is practicable and without deduction into the account of the Society at such banks as from time to time be determined by the Executive Committee. d) To submit every year to the Annual General Meeting of the Society a statement of audited accounts and balance sheet at the close of the financial year. 12. Indemnity of Officers No officer of the Society shall be liable for the acts, receipts, neglects or defaults of any other officer of the Society or any loss occasioned by any error of judgement or oversight on his part or for any other loss damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own wilful default or dishonesty. 13. At all meetings of the Committee five shall form a quorum and the Chairman, or in his/her absence, the Deputy Chairman, or in the absence of both the Chairman and Deputy Chairman then a member of the Committee elected by the majority of the other members present shall preside. 14. All ordinary business of the Society shall be conducted by the Committee which shall have power to fix the salaries and allowances to be paid to officers and servants of the Society and to appoint an honorary Solicitor and honorary Auditor of the Society and to sub delegate the conduct of urgent business of the Society to a sub-committee consisting of the Chairperson, the Secretary and the Treasurer and/or any other member(s) as the committee sees fit.

5 15. General Meetings The Annual General Meeting of the Society shall be held once in every calendar year at such time (not being more than 15 months after the holding of the last preceding General Meeting) and place as the Committee may determine. At such meeting the Treasurer shall submit a balance sheet showing the receipts and payments of the Society during the preceding year to the balance date which shall in each case be the 31st day of March of the year in which the Annual General Meeting is being held and of the assets and liabilities of the Society at such balance date and the Committee shall submit a report of the transactions and business of the Society during the preceding year. 16. The Committee may whenever it thinks fit and the Secretary shall upon the written requisition of not less than five members of the Society call an Extra-ordinary General Meeting. Every such requisition shall state the purpose for which such meeting is required and shall be left with the Secretary, or in his absence, with a member of the Committee. 17. Upon such requisition for an Extra-ordinary General Meeting being made as aforesaid it shall be the duty of the Secretary, or of the Committeeman with whom the same was left to convene an Extra-ordinary General Meeting of the Society to be held within 28 days from the date of the receipt of such requisition and if the Secretary or such Committeeman shall fail to convene a meeting within that time, then the requisitionists or any three members may convene an Extra-ordinary General Meeting. 18. The Annual General Meeting shall be called on 14 days notice and an Extra ordinary General Meeting on 14 days notice. Every such notice shall state the time, date and place and so far as possible the business of the meeting and shall be advertisement published within the the boundaries of the Society and sent via email to the last known email address of a registered members of the Society and posted on any website owned by the Society, provided that the non receipt by any member of such notice shall not invalidate the proceedings of any meeting. 19. Voting at all meetings shall be show of hands or by ballot as decided by the meeting. All members of the Society shall be eligible to vote, providing they have paid their current membership. 20. The quorum of any Annual General or Extra-ordinary General Meeting shall be 8 members. 21. At all Annual General Meetings and Extra-ordinary General Meetings the Chairman, or in his/her absence, the Deputy Chairman, or in the absence of both the Chairman and Deputy Chairman then a member of the Committee elected by the majority of the other members present shall preside. 22. All acts done by any meeting of the Committee or of a sub-Committee or any person or persons to whom powers to act are delegated by the Committee shall notwithstanding that it be otherwise discovered that there was some defect in the appointment of any such person or sub-committee or that they or any of them were disqualified be as valid as if such person had been duly appointed and was qualified to be a member of the

6 Committee and any and all such actions shall be ratified by the Committee which shall be bound thereby. 23. Common Seal The Common Seal of the Society shall be in the Control of the Committee and shall be fixed only pursuant to a resolution of the Committee duly carried and in the presence of 2 members of the Committee and the Secretary. The Common Seal shall be kept in the custody of the Secretary. 24. Society Funds Investments and Borrowing Powers All funds of the Society shall (subject as hereinafter provided) be in the control of the Committee and shall be deposited in some bank to be appointed by the Committee in the name of the Society. Three members shall be appointed at the first Committee after the Annual General Meeting, being the Chairman, Secretary and Treasurer and where the role of Secretary and Treasurer are combined the Deputy Chairman, and two of whom shall have authority to sign cheques and/or operate by electronic means transactions on behalf of the Society. 25. Investment of Funds:The Committee may from time to time invest and re-invest in such securities and upon such terms as it shall think fit the whole or any part of its funds which shall not be required for the immediate business of the Society. 26. Borrowing Powers The Society in addition to other powers invested in it have a power to borrow or raise money from time to time by the issue of debentures bonds mortgages or any other security founded or based on all or any of the property and/or rights of the Society or without any such security and upon such terms as to property and otherwise as the Society shall think fit but the powers of so borrowing or raising money shall not be exercised except pursuant to a resolution of the Society passed in a general meeting. 27. Alteration to Rules No rule of the Society shall be altered added to or rescinded except by resolution duly carried at a General Meeting of the Society and duly registered pursuant to Section 21 of the incorporated Societies Act 1908 and its amendments. 28. Winding up of the Society The Society shall be voluntarily wound up if a resolution to that effect be carried at a duly constituted General Meeting and the resolution is confirmed at a further General Meeting held not sooner than 30 days after the meeting at which the resolution was passed.

7 29. In the event if the winding up or dissolution of the Society any surplus assets of the Society shall be transferred by resolution of members in General Meeting to an existing organisation which has its objects the welfare of the residents residing within the boundaries of the Society as described in Section 4, or shall be handed over to the Auckland Council or other controlling local authority of the area at the time of winding up for the expenditure in the area described in Section 4 Boundaries (Te Atatu South) of this document or their environs or shall be disposed for such other lawful purpose as may be decided by resolution.