19 OCTOBER NEW ZEALAND GAZETTE 3731

Email. The accidental omission to give notice to any member or the non receipt by any member of a notice shall not invalidate the meeting to be held.

9. Quorum
   At any meeting of the Board there shall be a quorum if a majority of the members are present and no business shall be transacted unless a quorum is present. If a meeting is short of a quorum at its commencement, or falls short of a quorum, and if no quorum is present within 15 minutes, the meeting shall lapse.

10. Voting
    10.1 All questions before the Board shall, wherever possible, be decided by consensus. Where a consensus decision is unable to be reached on a matter it shall, unless otherwise specified in this document, be put as a motion to be decided by a majority of votes. Each Board member including the Chairperson shall have 1 vote. If the voting is tied, the Chairperson shall have a second or casting vote.

10.2 All questions decided by the voting shall be on the basis of voices or, if decided by the Chairperson or requested by any member, on a show of hands. All voting shall be open.

11. Annual Meeting
    The Board shall hold an Annual Meeting which may be combined with an ordinary meeting at which shall be approved:

(a) The audited accounts of the Board.

(b) The annual plan for the forthcoming year including a budget of income and expenditure and a statement of assets and liabilities.

(c) A report from the Chairperson or nominee of that Chairperson dealing with the affairs of the Board for the previous year.

(d) The appointment of a Chairperson for the forthcoming year.

(e) The appointment of a Deputy Chairperson, if thought appropriate, for the forthcoming year.

(f) The appointment of an Auditor for the forthcoming year.

The Annual Meeting shall be held prior to the 30th day of September in each year. Notwithstanding anything else contained herein, at least 14 days’ notice of an Annual Meeting shall be given to the members.

12. Minute Book
    A minute book shall be provided and kept by the Board. Minutes of all proceedings of the Board and any committee thereof shall be entered in the minute book. Any such minute, if purporting to be signed by the Chairperson of the meeting at which the proceedings were had or by the Chairperson at the next succeeding meeting, shall be evidence of the proceedings. Where minutes have been made, in accordance with the provisions of this clause, of the proceedings of any meeting of the Board then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened and all proceedings had in accordance with this Constitution.

13. Accounts
    13.1 The Board shall keep true and fair accounts of all money received and expended for each financial year with the balance date to the 30th day of June in each year.

13.2 The Board shall, as soon as practicable after the end of every financial year of the Board, cause the accounts of the Board for the financial year to be audited by a chartered accountant in public practice. Copies of the audited accounts shall be provided to the Council and the Society by the 31st day of August in each year and shall be available for the Annual Meeting of the Board.

13.3 All moneys received by the Board shall be paid to a bank account of the Board. All cheques or payments to be drawn upon a bank account of the Board shall be signed by at least 2 members approved by the Board for that purpose.

14. Common Seal
    The Board shall have a common seal which shall be used only as directed by the Board. It shall be affixed to documents only in the presence of and accompanied by the signature of 2 Board members with the prior approval of the Board.

15. Powers
    The Board shall have all powers necessary for carrying into effect the purposes and objects of the Board hereinafter set out and in particular, but without limiting its said powers, it shall have the following powers:

(a) To do all such things as may be reasonably necessary for the maintenance and upkeep of the Showgrounds.

(b) To open and operate 1 or more banking accounts, with power to borrow on overdraft.

(c) To purchase and from time to time to sell or exchange such plant and equipment as may be reasonably necessary in connection with the maintenance and upkeep of the Showgrounds or the management of the affairs of the Board.

(d) To employ all such persons as may be reasonably necessary for the proper and efficient carrying out of the custody control and management of the Showgrounds.

(e) From time to time to close the whole or any part of the lands comprised in the Showgrounds for the purpose of permitting the proper maintenance thereof or in order to enable any improvements thereto to be effected.

(f) To enter into any contract or arrangement not inconsistent with the purposes and objects of the Board hereinafter set out for the use of the lands comprised in the Showgrounds or any part thereof, by any person, body or organisation, and to make charge for such use.

(g) To accept gifts of any property to be held by the Board upon trust for the purposes of the Board or any of them.

(h) To invest any Board moneys not immediately required, in any investment for the time being authorised by law as a trustee investment and to vary such investments or convert the same into money.

(i) To make any alterations or additions to any improvements from time to time on the Showgrounds, to erect additional buildings, grandstands or seating accommodation and generally to effect any such improvement to the Showgrounds as may from time to time be considered expedient by the Board. However, in relation to any works which are to be paid for utilising funding provided to the Board by the Council or any works which the Council determines to be major works, then the carrying out of such works shall be subject to the Board first obtaining from the Council written consent and