Our Statutes

1. Name of the Society – Ingoa
Friends of Galapagos New Zealand Incorporated

2. Mission Statement – Matapono
To provide assistance for the conservation of the natural environment of the Galapagos Islands and to help ensure that all economic development there is sustainable and for the benefit of the people of Galapagos.

3. The Objects of the Society – Whainga
The objects of the Society are to support and encourage the conservation and sustainable development of the Galapagos Islands, by inter alia:

providing information to New Zealanders about the Galapagos Islands
raising funds to support the work of The Charles Darwin Foundation, The Galapagos National Park and other Galapagos institutions and relevant NGOs
Helping to provide technical assistance, especially on the control of alien species.
facilitating the involvement of New Zealanders in voluntary work in the Galapagos
working to increase governmental support for Galapagos conservation in New Zealand and Ecuador

4. Powers – Taketake
The Society shall have the following powers:

To use and invest its funds as the Executive Committee deems to be appropriate and in furtherance of the Society’s aims and objectives..
To borrow funds in the furtherance of the society’s aims and objectives.

5. Membership – Huanga
Membership is open to any person or organisation that supports the objects of the society.

Members may join the society by requesting membership in writing, paying the prescribed membership fee, and providing the required information (set out below).

No person may be denied membership, unless they have undertaken activities in the Galapagos that are illegal, or have promoted activities which are contrary to the letter and/or intent of the Galapagos special legislation and associated regulations, or have undertaken an activity or made a public statement that has brought the society into disrepute. Decisions on denying or cancelling membership for these reasons shall be made by the Executive Committee, by agreement of at least one office holder and 75% of the committee. Prior to making any such decision, the affected member shall be notified in writing and given an opportunity to present evidence to show that they are eligible to continue membership.

Members shall cease to be a member if:

their membership is cancelled because they cease to be eligible for membership in accordance with the procedures for denying membership set out above.
they do not pay their annual membership fee within 30 days of the due date, in which case membership automatically ceases.
they cancel their membership in writing to the Secretary.

No fee refund will be provided when membership is cancelled.

6. Membership categories and annual fees.
The Executive Committee shall determine the membership categories and the relevant annual fees,
Any change in these fees shall be approved by the membership at the subsequent Annual General Meeting.

7. Information required from members:

Full Name
Postal Address

8. General Meetings – Nga Hui Whanui.
General Meeting refers to both Annual General Meeting and Special General Meeting unless otherwise specified.

The quorum for a general meeting shall be 10 individual or corporate members.

The meeting shall be chaired by the Chairperson of the executive committee; in the absence of the chair the meeting will elect a chair for the meeting.

Decisions will be made by consensus or majority vote, it the event of a tied vote the Chair will have a second or casting vote.
Nominees will not be permitted.

9. The Annual General Meeting – Nga Hui A Tau
The Executive Committee shall call the Annual General Meeting within six months of the Society’s year end.

Members will be advised of the time and place of the Annual General Meeting at least 20 working days in advance.

The business of the AGM will include:

Approval of the minutes of the previous AGM
Approval of the accounts of the Society.
Consideration of any changes to the rules
Election of the Executive Committee
Approval of the appointment of an auditor.
To receive the report of the Executive Committee for the past year’s activities, and consideration of the strategic direction of the organisation for the next year

10. Special General Meeting – Nga Hui Ohorere
Special General Meetings may be called by the Executive Committee or by a written request signed by at least 10 members, such a meeting to be at least 15, but no more than 30 days after the decision or request to hold the meeting.

A Special General Meeting will only consider business related to the reason for which it is called, as notified to the members.

11. The Executive Committee – Komiti Whakahaere
The Executive Committee shall be elected by the members in General Meeting.

It shall consist of no more than 8 persons.
A quorum shall consist of at least 4 members
Committee members shall be elected for a period of 3 years and may stand for re-election at the end of their term.
Committee members must be nominated and seconded by individual members of the society.
The committee shall elect the officers of the society from within their number, these will be: Chairperson, Treasurer and Secretary.
In the event of there being no person on the committee capable or willing to act as Treasurer, then the EC may appoint a suitably qualified member to fill the post, such member shall be co-opted onto the EC and shall have the same voting rights as elected members of the EC.
The Executive shall meet at least twice a year in person but may hold additional meeting by whatever means they deem appropriate.

12. Professional Fees. Ko Nga Rawa Hei Painga Mo Te Iwi.

Any member of the society shall be entitled to receive profession fees in line with general market rates, for work done for the Society; however that member may not be involved in or materially influence such a decision.
The committee may agree to reimburse travelling expenses for committee members to enable them to attend meetings.

13. Changes to the rules – Te Whakarereketanga Ture
The rules may only be changed by a general meeting of the Society, where the notice of the meeting included proposals (general or specific) for changes of the rules. Rule changes must be agreed by a two thirds majority of the members present.

14. Appointment of Officers
Duties and responsibilities:

The Chairperson shall be responsible for convening meetings of the society and ensuring that the rules are followed.

The Secretary shall keep a register of members, prepare notices for general meetings, keep minutes of all general meetings, maintain a copy of the rules and provide a copy to any member on request, and keep the common seal of the society in safe keeping.

The Treasurer shall keep proper financial records, establish systems for banking income and paying accounts, prepare annual accounts, and file the annual accounts with the Registrar of Incorporated Societies.

15. The Common Seal – Te Tohe Taketake
The common seal may be used on legal documents and contracts, and formal documents intended for use in Latin America. Decisions on the use of the common seal will be made by two office holders or 4 committee members including one office holder.

16. Financial Arrangements – Whakarite Putea
The financial year of the society shall be from April 1st to March 31st the following year.

The Treasurer shall be responsible for establishing and maintaining systems for the control and investment of the society’s funds, subject to the following:

Account signatories shall be approved by the committee, payments of under $100 NZ may be made by an individual signatory, payments of over $100 NZ must be made or authorised by two signatories, one of whom must be an officer of the Society, payments may be made by cheque, EFTPOS, internet or electronic bank transfer.
Funds shall be invested in a bank account.
Funds shall be used to achieve the objects of the society, including by donating to other organisations for activities that are consistent with those objects.

Any such donations shall be agreed by the committee in accordance with any direction from a general meeting.

17. Indemnity – Inihuatia
No officer or member of the Executive Committee shall be liable for the acts or defaults of any of the other officers or member of the EC or any loss occasioned thereby, unless occasioned by their own wilful default or wilful negligence.

The officers, the Executive Committee and each of its members shall be indemnified by the Society for all liabilities and costs occurred by them in the proper performance of their functions and, other than as a result of their wilful default, or negligence.

18. Procedures for winding up the society
The society may be dissolved by:

A decision of a general meeting; or
By the committee if two successive general meetings have not had a quorum.

In the event of the dissolution of the society, any available funds or property will be transferred to another charitable society with similar objects. This may be a ‘Friends of Galapagos’ organisation in another country, any organisation that has previously received funds from the society, to another NZ organisation that is working to support conservation in the Galapagos, or to any another suitable recipient, provided always that the recipient is a registered charitable organisation.

The Executive Committee shall make the decisions relating to dissolution, after notifying the members of the society and considering any comments they make in writing. The Executive Committee decision shall be in an open meeting that any member may attend.