THE INCORPORATED SOCIETIES ACT 1908 (NEW ZEALAND)

RULES as at 11th June 2008 OF

CHINESE PENJING ARTISTS ASSOCIATION OF AUSTRALASIA INCORPORATED

1. Name

The Association shall be called “ Chinese Penjing Artists Association of Australasia Incorporated ” ( hereinafter referred to as “ the Association ” )

2. Interpretation

In these rules unless the context otherwise requires:

(i) “ Association ” means Chinese Penjing Artists Association of Australasia Incorporated.

(ii) “ Director Members ” means a Chinese penjing artist approved by the Executive Director and based on proven record.

(iii) “ Executive Committee ” means the officers of the Association as described in rule 7.

(iv) “ Executive Director ” means , the founding Director Member of the Association as described in rule 7a. & 7b.

(v) “ Financial Year ” means the financial year of the Association and shall begin on the 1st day of April of each year and end on the last day of March of the following year.

(vi) “ Majority Vote ” means a vote made by more than half of the Members who are present at a meeting and who are entitled to vote and voting at that meeting upon a resolution put to that meeting.

(vii) “ Member ” means any member as described in rule 5a.

(viii) “ Poll Delegate ” means a Delegate nominated by each Chinese penning Club, to attend Meetings and vote in accordance with the directions of the Chinese penjing Club on a poll issue.

(ix) “ Secretariat ” means Secretary and / or Treasurer

(x) “ Written Notice ” means hand-written, printed or electronic communication of words or a combination of these methods.

3. Registered Office

The registered office of the Association shall be 69 Cavell Street, Tainui, 9013, Dunedin.

4. Objects

The objects of the Association are as follows:

a. To promote increased awareness and understanding of Chinese Penjing as

to the rightful origin of miniature landscapes in China.

b. To encourage the love of nature and pursuit of natural beauty.

c. To authentically represent and preserve traditional Chinese Art Culture.

d. To obtain, provide and share information and resources.

e. To become affiliated to Associations and penjing Masters in China, when

and where possible and mutually beneficial.

f. Not for pecuniary gain and politics.

5. Membership

a. The Members of the Association shall be either:

“ Supporting ” ( important to the formation and supportive of it’s objects, but passive in it’s on-going running and not required to pay fees, subscriptions or levies );

“ Director ” ( having been admitted for membership by the Executive Director and taking an active role in the Executive Committee );

“ Chinese penjing Clubs ” ( having been admitted for Membership by the Executive Committee and nominated a Poll Delegate, for meetings); or

“ Private ” ( individuals having been admitted for Membership by the Executive Committee ).

b. To become a Member, Private or Chinese penjing Club

(“ the Applicant ” ) must complete an Application form, supply any

other information; and be interviewed if the Executive Committee requires, when it considers Membership applications.

c. The Executive Committee shall have complete discretion when it decides

whether or not to let the Applicant become a Member and shall advise

the Applicant of it’s decision and that decision shall be final.

d. The Association shall keep a register of it’s Members containing among

other things, the address and date on which the Individual or Chinese penjing Club, became a Member.

e. The Association shall from time to time, when required by the Registrar

so to do under Section 22 of the Incorporated Societies Act 1908 ( New Zealand), send to him a list of the names and addresses of it’s Members, accompanied by a statutory declaration verifying that the list has been prepared by the Executive Committee of the Association.

f. Any Member may resign by giving written notice to the Executive Committee / Secretariat.

g. A Member may have his or her or their Membership terminated by the Executive Committee, if the Executive Committee view that a Member

is breaching the Rules or acting in a manner inconsistent with the objects

of the Association; and the Executive Committee may give written notice

of this, to the Member. Such notice allowing for a response, within 14 days; to be considered by the Executive Committee, who shall have complete discretion when it decides, whether or not to reconsider it’s

earlier written notice. Such decision, again to be given in writing, to the Member.

h. All Members shall promote the objects of the Association and shall do nothing intentional, to bring the association into disrepute.

6. Subscription

The Executive Committee shall annually determine whether any subscriptions, levies, or fees can be set and recovered from Members; and the Executive Committee shall then by resolution set the level of these, to be confirmed by majority vote at the Annual General Meeting..

7. Executive Committee

a. The Executive Committee shall consist of the following officers:

i. an Executive Director

ii. a Secretariat ( which initially is also the Executive Director )

iii. Director Members of the Association.

b. The Executive Director of the Executive Committee is the only

officer of the Association, who is not subject to election as per rule 7.

Should the position of Executive Director be resigned or vacated, then and only then, may another Executive Director, be appointed by the Executive Committee.

c. Only Members of the Association as described in rule 5a. ( excluding

“ Supporting Members ” ) are eligible to become Director Members and

in turn eligible to become officers of the Executive Committee.

d. There shall be a minimum of three Executive Committee officers.

e. The maximum number of officers on the Executive Committee and their maximum term of office (again excluding for the Executive Director), shall be decided by majority vote of the Executive Committee.

f. Nominations for the positions of additional Director Members as officers of the Executive Committee shall be received by the Secretariat at least 30 days before the Annual General Meeting of the Association.

g. In accord with rule 4f. ( for total transparency ) those eligible members as described in rules 2(ii), 5a. & 7a.(iii) shall be voted on by a show and count of hands, by the Secretariat; and a majority vote is required and final.

h. In the event that the Executive Director or any Executive Committee member appointed pursuant to rule 7b, 7c.& 7g. would be disqualified by section 151 of the Companies Act 1993 (New Zealand) from being a director of a company, or is convicted of a crime that is punishable by imprisonment under the Crimes Act 1961 (New Zealand), that party shall immediately be expelled from the Executive Committee.

i. In the event that any Executive Officer elected pursuant to rule 7f. & 7g. resigns, is disqualified or dies prior to the next Annual General Meeting,

( if deemed required by the Executive Committee ) the vacancy shall be filled by election at a Special General Meeting called within 2 months of the notice of resignation or disqualification or death of the officer or at the Annual General Meeting, whichever is the sooner, for the purpose of electing a replacement officer.

j. The Executive Committee shall meet ( if deemed absolutely necessary for reasons of expediency, cost effectiveness or practicality of officer‘s domicile; by telephone conference call ) to transact the business and manage the affairs of the Association at such times as shall be agreed by the Executive Committee and not less than two times in the Financial Year of the Association.

k. A majority of Executive Committee officers shall form a quorum for all purposes of the Executive Committee. Any resolution may be passed by a simple majority of the Executive Committee officers present ( or taking part in such telephone conference call meeting) and the Executive Director ( or director nominated by the Executive Director to stand in place for such meeting) has a casting vote.

l. The Executive Director and Secretariat shall conduct the correspondence of the Association and shall keep the records thereof and in addition shall keep minutes of its meetings and those of any sub-committee formed. The Executive Director and Secretariat shall regularly, keep the Members of the Association informed of Association business and make available to Members, records for perusal, where requested.

m. The Executive Committee may from time to time appoint from among it’s officers and / or Members such sub-committees as it deem expedient or necessary and may depute or refer to them such powers and duties of the Executive Committee as the Executive Committee may determine. Sub- committees shall conduct their business in accordance with the direction of the Executive Committee and report as required to the Executive Committee.

n. The Executive Committee shall have the authority to govern and control the affairs, property and funds of the Association and to exercise the functions and powers of the Association; taking into account, any resolution of the Association at a Special General Meeting and Annual General Meeting.

o. The business of an Annual General Meeting shall be:

(i) Any minutes of the previous Meeting(s);

(ii) The Executive Director’s and Secretariat report on the business of the Association, including finances of the Association and the Annual Statement of Accounts ( if required and annually to be voted on at the Annual General Meeting and a resolution actioned; prepared and duly audited by a member of the Institute of Chartered Accountants of New Zealand ).

(iii) Any Election of Executive Committee officers.

(iv) Motions to be considered.

(v) General business; and

(vi) Approval of Annual Plans.

p. The procedure and conduct of a Special General Meeting shall be as for the Annual General Meeting; except in so far as the calling of such meeting must be by written notice to Members giving a minimum of 30 days notice and maximum of 60 days notice of such meeting date.

8. Common Seal

The seal of the Association shall have the name of the Association engraved or inscribed thereon and shall be kept in the custody of the Executive Director and Secretariat; and shall not be used except with the written authority of a majority of the Executive Committee. The seal shall be affixed in the presence of two Executive Committee officers duly authorised by the Executive Committee. The seal shall be used to execute a document on behalf of the Association.

9. Property & Funds

a. The Association may only Use Money and Other Assets if they are for the

purpose of the Associations objects and such use has been approved by either the Executive Committee or by majority vote of the Association.

b. No Money or Other Assets shall be Used for the sole personal or individual benefit of any Member.

c. All Money received by the Association shall be banked by the Executive Director and Secretariat, into the Bank Accounts of the Association, in such Bank or Banks as the Executive Committee shall from time to time decide; and cheques drawn on the Bank Accounts shall be signed by the Executive Director and one other officer of the Executive Committee.

d. The surplus funds of the Association may be invested by the Executive Committee in such securities as the Executive Committee may from time to time approve. All deeds and other documents in connection with such investments shall be taken in the name of the Association and all dividends and interest arising out of such investments shall go to augment the funds of the Association.

e. The Association shall purchase lease exchange or hold any real or personal property whatsoever or grant any easements therein or thereon requisite for any of the objects of the Association or which may in any way be used conveniently in connection with any such objects.

f. The Association shall borrow or raise money for the objects of the Association and give security in any manner over the whole or any part of the real or personal property of the Association.

g. The Association shall receive and take any gift devise or bequest of property real and/or personal for any of the objects of the Association, whether subject to any special trust or not, but so that the Association may nevertheless decline or refuse to accept any gift or donation.

h. The Association shall engage secretaries, treasurers, agents, solicitors, auditors and any other persons for the purpose of carrying out the objects of the Association.

10. Power

The Association shall do or cause to be done any act matter or thing which may seem to the Association capable of being conveniently or advantageously carried on in conjunction with any of the objects of the Association or to directly or indirectly affirm promote or consolidate any of the said objects and to do all such things as the Association thinks necessary and incidental or conducive to the attainment of the objects of the Association or any of them.

11. Alteration to Rules

a. Subject to Section 21 of the incorporated Societies Act 1908 (New Zealand) , these rules or any of them ( except for rules 2(ii), 2(iv), 7a. 7b. 7l. 9c. 12a. & 12b. All of which require firstly the approval of the Executive Director ) may be altered added to repealed or amended by a resolution in that behalf passed by a majority of not less than three- fourths of the Members as, being entitled so to do, vote in person or by poll vote at a Special General Meeting.

b. No such alteration to the Rules, will alter the charitable nature of the Association.

c. The Executive Director and Secretariat shall commit such alteration addition repeal or amendment to the Rules to writing in triplicate and shall have the Common Seal of the Association affixed to each copy in the presence of at least three officers and shall deliver the original and one copy thereof to the Registrar of Incorporated Societies (New Zealand) together with a Statutory Declaration made by an Executive Committee officer to the effect that the said alteration addition repeal or amendment has been made in accordance with the Rules of the Association.

12. Dissolution

a. The Association may be wound up voluntarily if the Executive Director, passes a resolution requiring the Association to be wound up and with the majority vote of the Executive Committee, convenes a Special General Meeting for the sole purpose of considering the winding up or dissolution of the Association and the disposal of the assets thereof; and the resolution is confirmed by a majority of not less than three-fourths of the Members.

b. If, upon the winding up or dissolution of the Association, there remains after the satisfaction of all costs and it’s debts liabilities, any property or assets whatsoever, the same shall not be paid to or distributed among the Members of the Association but shall be given or transferred to the New Zealand Chinese Association Incorporated providing their objects prohibit the distribution of it’s or their income and property among its own Members to an extent at least as great as is imposed on this Association ; or in default thereof by the High Court of New Zealand or in the absence of such, then to such public charity or public charities within New Zealand as the Court may determine.

Rules as at 11th June 2008 of the Chinese Penjing Artists Association of Australasia Incorporated.