NOTICE OF THE 2nd SPECIAL GENERAL MEETING OF THE SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS AUCKLAND INCORPORATED
Notice is given to all members of The Society for the Prevention of Cruelty to Animals Auckland Incorporated (known as “SPCA Auckland”) that a Special General Meeting is to be held:
• on Thursday, 21st September 2017
• at SPCA Auckland Auditorium- 50 Westney Road, Mangere 2022
• commencing at 1pm (Snacks will be served at 12.45pm)
The purpose of this Special General Meeting is to discuss and to make a decision on:
1. THAT the minutes of the Special General Meeting of SPCA Auckland held on 22 June 2017 be approved;
2. THAT SPCA Auckland will transfer into RNZSPCA at midnight on 31 October 2017 to form One SPCA in accordance with the RNZSPCA Constitution and Transition Regulations, with the effect that from 1 November 2017, RNZSPCA will be responsible for the governance, management and operations of SPCA Auckland in accordance with the RNZSPCA Constitution;
3. THAT if resolution (2) is approved:
a. THAT the ownership and rights, title and interest in the assets of the SPCA Auckland are to be transferred to RNZSPCA at midnight on 31 October 2017 by way of gift to RNZSPCA for use as it sees fit in accordance with its Purposes, except for some or all of the assets (as decided by the members at the SGM) to be transferred to RNZSPCA subject to any terms and conditions, (subject to approval by the RNZSPCA Board);
b. THAT all the liabilities of SPCA Auckland, including any contingent liabilities, are to be transferred into RNZSPCA at midnight on 31 October 2017 in accordance with any terms and conditions set out in the Agreement Recording an Intention to Transfer In between RNZSPCA and SPCA Auckland, dated 31 July 2017;
c. THAT any surplus assets and liabilities of SPCA Auckland acquired or incurred by SPCA Auckland after midnight on 31 October 2017 to be transferred to RNZSPCA immediately upon them being acquired or incurred;
d. THAT any two of three persons, being Roger Bell (Vice Chair) Monique Cairns and Anita Killeen, be authorised on behalf of SPCA Auckland take all the necessary steps (including agreeing and signing a Deed of Gift and other necessary documents) to give effect to the above resolutions;
e. THAT RNZSPCA and its lawyers be authorised to file such documents, consent and authorities as necessary on behalf of SPCA Auckland to give effect to the above resolutions (including with Land Information New Zealand and the Intellectual Property Office of New Zealand); and,
f. THAT after satisfaction of all the steps necessary to give effect to the resolutions in (a) to (e), that RNZSPCA be authorised to request the Registrar of Incorporated Societies to dissolve The Society for the Prevention of Cruelty to Animals Auckland Incorporated.
4. Whether or not a Memorandum of Wishes, setting out the wishes or intended plans of the Centre should be completed by the Centre, for the RNZSPCA Board and CEO to take into account in making decisions affecting the Centre in the future.
5. That proposed amendments be made to the SPCA Auckland Constitution as follows:
No business shall be transacted at any general meeting unless a quorum is present. Eight members present in person and entitled to vote shall be a quorum.
Rule 24(b) The Board shall consist of:
(i) not more than 4 and not less than 2 Directors, including Chairman and Deputy Chairman;
The Board may meet together for the despatch of business, adjourn, or otherwise regulate its meetings and proceedings as it may think fit, and may determine the quorum necessary for the transaction of business, Until otherwise determined by the Board, two shall form a quorum at any meeting of the Board.
16th August 2017
Copies of documentation: Memorandum of Wishes, Asset Tagging, Agenda and previous Minutes are available prior to the meeting by request to Amy Ewles firstname.lastname@example.org or 092562527. Full hard copies will be provided at the meeting.