Constitution Update

Constitution and Rules for
Te Awamutu Light Operatic Society Incorporated

INTRODUCTORY RULES

Name

The name of the Society is Te Awamutu Light Operatic Society Incorporated (in these Rules referred to as the ‘Society’).

Definitions

In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:

‘Act’ means the Incorporated Societies Act 1908 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

‘Annual General Meeting’ means a meeting of the Members of the Society held once per year which, among other things, will receive and consider reports on the Society’s Activities and finances.

‘Associated Person’ means a person who:

may obtain a financial benefit from any matter being dealt with by any Member for or on behalf of the Society where that person is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of that Member;

may have a financial interest in any person where that person may derive a financial benefit from any matter that is being dealt with for or on behalf of the Society;

is a partner, director, officer, board Member, or trustee of a person who may have a financial interest in a person to whom any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) relates;

may be interested in the matter because the Society’s constitution so provides;

but no such Member shall be deemed to have any such interest:

merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or

if that Member's interest is the same or substantially the same as the benefit or interest of all or most other Members of the Society due to the Membership of those Members; or

if that Member's interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence that Member in carrying out that Member's responsibilities under the Act or the Society’s constitution; or

if that Member is an officer of a union and that Member's interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its Members’ collective employment interests.

‘Chairperson/President’ means the Committee Member responsible for, among other things, overseeing the governance and operations of the Society and chairing General Meetings.

‘Clear Days’ means the days between the date on which the Notice is given and the date of the event referred to in the Notice (for instance, excluding the date a Notice of meeting is posted or sent to Members and the date of the meeting).

‘Committee’ means the Society’s governing body.

‘Committee Member’ means a Member of the Committee, including the Chairperson/President, Secretary and Treasurer.

‘Deputy Chairperson/Vice President’ means the Committee Member elected or appointed to deputise in the absence of the Chairperson/President.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Society.

‘Matter’ means (a) the Society’s performance of its Activities or exercise of its powers; or (b) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Society.

‘Member’ means a person properly admitted to the Society who has not ceased to be a Member of the Society.

‘Notice’ to Members includes any notice given by post, courier or email; and the failure for any reason of any Member to receive such Notice or information shall not invalidate any meeting or its proceedings or any election.

Officer means a natural person who is a Committee Member.

‘Register of Interests’ means the Register of Interests of Committee Members kept under these Rules.

‘Register of Members’ means the Register of Members kept under these Rules.

‘Rules’ means the Rules in this document.

‘Secretary’ means the Committee Member whose duties shall include, among other things, maintaining the Register of Members, the Register of Interests, and recording the minutes of General Meetings and Committee meetings.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

‘Treasurer’ means the Committee Member whose duties shall include, among other things, overseeing the finances of the Society.

PURPOSES

The Society is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely to benefit the community by:

The study, reading, singing, playing, teaching, and/or production of musical, dramatic or cultural works;
Creating an inclusive and safe environment that fosters, supports and encourages the Society’s Members to explore their form of creative expression.
Providing quality, hands-on opportunities across all facets of the show production experience.
Delivering training opportunities that enrich the skills within the Society’s theatre community, and champion the experience and expertise of the Society’s membership.
Developing key relationships within the Society’s diverse community to actively encourage more people from all walks of life into the performing arts.
Supporting other local societies to fulfil their objectives through means such as (but not limited to) equipment hire, shared resources, event advocacy, knowledge sharing and engagement as and when appropriate.

Any income, benefit, or advantage received by the Society must be used to advance the charitable purposes of the Society.

No Member or Associated Person, is allowed to take part in, influence or vote on any decision made by the Society in respect of payments to, or on behalf of, the Member or Associated Person of any income, benefit, or advantage.

Any payments made to a Member or Associated Person must only be for goods and services that advance the Society’s purpose and must be reasonable and relative to payments that would be made between unrelated parties.

TIKANGA / CULTURE

The tikanga or culture of the Society is that we aim to create a safe and inclusive environment, free from bullying, discrimination and harassment, where everyone matters.

ACT AND REGULATIONS

Nothing in this Constitution authorises the Society to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

REGISTERED OFFICE

The Registered Office of the Society shall be at such place in New Zealand as the Committee from time to time determines.

Any changes to the Registered Office shall immediately be notified to the Registrar of Incorporated Societies in a form and as required by the Act.

POWER TO BORROW MONEY

The Society has the power to borrow money.

OTHER POWERS

In addition to its statutory powers, the Society may:

use its funds to pay the costs and expenses to advance or carry out its purposes, and to employ or contract with such people as may be appropriate, and

invest in any investment in which a trustee as defined in the Trustee Act 1956 (or any Act replacing that Act) may lawfully invest.

MEMBERS

Minimum number of Members

The Society shall maintain the minimum number of Members required by the Act.

Types of Members

The classes of Membership and the method by which Members are admitted to different classes of Membership are as follows:

Member: A Member is an individual admitted to Membership under these Rules and who or which has not ceased to be a Member.

Junior Member: A Member who is under the age of 16 years. A Junior Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of voting at General Meetings.

Life Member: A Life Member is a person honoured for highly valued services to the Society elected as a Life Member by resolution of a General Meeting passed by a two-thirds majority of those Members present and voting, after a recommendation for election by the Committee. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions.

Honorary Member: An Honorary Member is a person honoured for services to the Society or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a two-thirds majority of those present and voting. An Honorary Member has no membership rights, privileges or duties, and shall not pay any subscription.

BECOMING A MEMBER

Consent

Every applicant for Membership must consent in writing to becoming a Member.

Process

An applicant for Membership must complete and sign any application form, supply any information, or attend an interview, as required by the Committee.

The Committee may accept or decline an application for Membership. The Committee must advise the applicant of its decision (but is not required to provide reasons for that decision).

OBLIGATIONS AND RIGHTS

Every Member shall provide the Society with that Member's name and contact details (including postal address, telephone number(s), and any email address) and promptly advise the Society of any changes to those details.

Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.

OTHER OBLIGATIONS AND RIGHTS

All Members (including Committee Members) shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.

A Member is only entitled to exercise the rights of Membership (including attending and voting at General Meetings, accessing or using the Society’s premises, facilities, equipment and other property) if all subscriptions and any other fees have been paid to the Society by due date, but no Member or Life Member is liable for any obligation of the Society by reason only of being a Member. In order to vote at General Meetings, a Member must have paid all annual subscriptions (and any other fees payable by that Member) and have been a financial Member for at least three months prior to any General Meeting.

The Committee may decide what access or use Members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Society, including any conditions of and fees for such access or use.

SUBSCRIPTIONS AND FEES

The annual subscription and any other fees for Membership for the then current financial year shall be set by resolution of a General Meeting (which can also decide that payment be made by periodic instalments).

Any Member failing to pay the annual subscription (including any periodic payment) within 2 calendar month(s) of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any Society activity or to access or use the Society’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 2 months of the due date for payment of the subscription, any other fees, or levy the Committee may terminate the Member's membership (without being required to give prior notice to that Member).

CEASING TO BE A MEMBER

A Member ceases to be a Member:

on death, or

by resignation from that Member's class of membership by notice to the Secretary, or

on termination of a Member's membership following a dispute resolution process under these Rules;

with effect from the death of the Member or the date of receipt by the Secretary, or any subsequent date stated in the notice of resignation, or termination of membership following a dispute resolution process under these Rules.

OBLIGATIONS ON RESIGNATION

A Member who resigns or whose membership is terminated under these Rules:

remains liable to pay all subscriptions and other fees or payments due to the Society’s next balance date,

shall cease to hold himself or herself out as a Member of the Society,

shall return to the Society all material provided to Members by the Society and

shall cease to be entitled to any of the rights of a Society Member.

BECOMING A MEMBER AGAIN

Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Committee.

If a former Member's membership was terminated following a dispute resolution process, the applicant may be re-admitted only by a resolution made at a General Meeting on the recommendation of the Committee.

GENERAL MEETINGS

Annual General Meetings

An Annual General Meeting shall be held once a year on a date and at a location determined by the Committee and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.

BUSINESS OF ANNUAL GENERAL MEETING

The business of an Annual General Meeting shall be to:

confirm the minutes of the previous Annual General Meeting of the Society,

receive and adopt the Chairperson/President’s annual report on Society business,

receive and adopt the Treasurer’s report on the finances of the Society, and the annual financial statements,

set any subscriptions for the current financial year,

elect the Committee,

consider any motions,

consider any general business.

The Committee must, at each Annual General Meeting, present the following information:

an annual report on the affairs of the Society during the most recently completed accounting period,

the annual financial statements for that period, and

notice of any disclosures of conflicts of interest made by Committee Members during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).

SPECIAL GENERAL MEETINGS

Special General Meetings may be called at any time by the Committee by resolution. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 20 per cent of Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.

The Rules relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Committee’s resolution or the written request by Members for the Meeting.

PROCEDURE

The Committee shall give all Members at least 15 Clear Days’ Notice of any General Meeting. The Committee shall give all Members at least 5 Clear Days’ Notice of any business to be conducted at that General Meeting.

The General Meeting and its business will not be invalidated simply because not all Members have received the Notice.

All financial Members may attend, speak and vote at General Meetings:

in person, or

by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, and

no other proxy voting shall be permitted.

No General Meeting may be held unless at least 15 eligible financial Members are present. This will constitute a quorum.

If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chairperson/President of the Society, and if at such adjourned meeting a quorum is not present those present in person or by proxy shall be deemed to constitute a sufficient quorum. Any decisions made when a quorum is not present are not valid.

General Meetings may be held at one or more venues using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.

All General Meetings shall be chaired by the Chairperson/President. If the Chairperson/President is absent, the Deputy or Vice Chairperson/President shall chair that meeting.

Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.

Any person chairing a General Meeting may:

with the majority consent of Members at that General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place;

direct that any person not entitled to be present at the Meeting, obstructing the business of the Meeting, behaving in a disorderly manner, being abusive, or failing to abide by the directions of the chairperson be removed from the Meeting, and

in the absence of a quorum or in the case of emergency, adjourn the Meeting or declare it closed.

The Committee may put forward motions for Members to vote on (‘Committee Motions’), which shall be notified to Members with the notice of the General Meeting.

Any Member may request that a motion be voted on (‘Member's Motion’) at a General Meeting, by giving notice to the Secretary at least 10 Clear Days before that meeting. The Member may also provide information in support of the motion (‘Member's Information’).

MINUTES

Minutes of all General Meetings must be kept by the Secretary.

COMPOSITION OF COMMITTEE

Composition

The Committee will consist of Committee Members who are:

Members; and
natural persons; and
not disqualified by these Rules or the Act.

The Committee will include:

a Chairperson/President,
a Deputy Chairperson/Vice President,
a Secretary and a Treasurer, who may be the same person, and

not fewer than 5 or more than 7 other Committee Members.

Qualifications

Prior to election or appointment, every Committee Member must consent in writing to be a Committee Member and certify in writing that they are not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act.

The following persons are disqualified from being appointed or holding office as a Committee Member:

a person who is under 16 years of age,

a person who is an undischarged bankrupt,

a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993,

a person who is disqualified from being a Member of the Committee of a charitable entity under section 31(4)(b) of the Charities Act 2005,

a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:

an offence under subpart 6 of Part 4,
a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),
an offence under section 143B of the Tax Administration Act 1994,
an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs A to C,
a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere,

a person subject to:

an order under section 108 of the Credit Contracts and Consumer Finance Act 2003; or
a forfeiture order under the Criminal Proceeds (Recovery) Act 2009; or
a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.

a person who is disqualified from being a Member of the Committee of a charitable entity under section 16 of the Charities Act 2005.

ELECTION OR APPOINTMENT

The election of Committee Members shall be conducted as follows:

At least 10 Clear Days before the date of the Annual General Meeting, the Secretary shall give Notice to all Members by posting or emailing to them such information (not exceeding one side of an A4 sheet of paper) as may be supplied to the Secretary by or on behalf of each nominee, in support of the nomination;

Nomination forms are required to be signed by the Member being nominated, and by two Members supporting the nomination and to be provided to the Secretary at least 5 Clear Days before the date of the Annual General Meeting;

The failure for any reason of any financial Member to receive such Notice shall not invalidate the election;

Only financial Members who are not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act may stand for election and vote in elections. In order to be elected to Committee, a Member must have paid all annual subscriptions and been a financial Member for at least three months prior to any General Meeting.

If there are insufficient valid nominations received under this Rule, but not otherwise, further nominations may be received from the floor at the Annual General Meeting. If there are insufficient valid nominations received from the floor at the Annual General Meeting, the Annual General Meeting shall be adjourned at that point and rescheduled up to one month later to allow for further nominations to be made.

Two Members (who are not nominees) or non-Members appointed by the chairperson of the Annual General Meeting shall act as scrutineers for the counting and reading of the votes and destruction of any voting papers.

Votes for the election of Committee Members shall be cast in the following manner:

Each Member who has the right to vote at a General Meeting shall receive a voting paper. A Member may receive additional voting papers if exercising a proxy vote on behalf of another Member in accordance with clause 19.3 above;

Votes shall be cast by secret ballot. If nominees are standing for multiple positions on Committee, separate votes may need to be undertaken in such a manner as the chairperson of the Annual General Meeting shall determine;

Voting papers are collected and counted by the scrutineers. The successful nominees are announced by the scrutineers;

The scrutineers shall destroy the voting papers.

In the event of any vote being tied the tie shall be resolved by the outgoing Committee (excluding, if applicable, those in respect of whom the votes are tied).

TERM

The term of office for the Chairperson/President, Deputy- Chairperson/Vice-President, Secretary, and Treasurer shall be 1 year.

The term of office for all other Committee Members shall be 1 year, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Committee Member's term of office.

COMPLAINT AGAINST COMMITTEE MEMBER AND REMOVAL

Where a complaint is made about the actions or inaction of a Committee Member (and not in the Committee Member's capacity as a Member of the Society) the following steps shall be taken:

The Committee Member who is the subject of the complaint, must be advised of all details of the complaint.

The Committee Member who is the subject of the complaint, must be given adequate time to prepare a response.

The complainant and the Committee Member who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Committee (excluding the Committee Member who is the subject of the complaint) if it considers that an oral hearing is required.

Any oral hearing shall be held by the Committee (excluding the Committee Member who is the subject of the complaint), and/or any oral or written statement or submissions shall be considered by the Committee (excluding the Committee Member who is the subject of the complaint).

If the complaint is upheld the Committee Member may be removed from the Committee by a resolution of the Committee or of a General Meeting, in either case passed by a simple majority of those present and voting.

CESSATION OF COMMITTEE MEMBERSHIP

A Committee Member shall be deemed to have ceased to be a Committee Member if that person ceases to be a Member.

Each Committee Member shall within 10 Clear Days of submitting a resignation or ceasing to hold office, deliver to the Secretary all books, papers and other property of the Society held by such former Committee Member.

FUNCTIONS

From the end of each Annual General Meeting until the end of the next, the Society shall be governed by the Committee, which shall be accountable to the Members for the advancement of the Society’s purposes and the implementation of resolutions approved by any General Meeting.

OFFICERS' DUTIES MANDATORY

At all times each Committee Member:

shall act in good faith and in what he or she believes to be the best interests of the Society,

must exercise all powers for a proper purpose,

must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,

when exercising powers or performing duties as a Committee Member, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation, the nature of the Society, the nature of the decision, and the position of the Committee Member and the nature of the responsibilities undertaken by him or her,

must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, or cause or allow the activities of the Society to be carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, and

must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.

POWERS

Subject to these Rules and any resolution of any General Meeting the Committee may:

exercise all the Society's powers, other than those required by the Act or by these Rules to be exercised by the Society in General Meeting, and

enter into contracts on behalf of the Society or delegate such power to a Committee Member, sub-Committee, employee, or other person.

SUB-COMMITTEES

The Committee may appoint sub-Committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:

the quorum of every sub-Committee is half the Members of the sub-Committee,

no sub-Committee shall have power to co-opt additional Members,

a sub-Committee must not commit the Society to any financial expenditure without express authority, and

a sub-Committee must not further delegate any of its powers.

GENERAL ISSUES

The Committee and any sub-committee may act by resolution approved in the course of a telephone conference call or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee meeting.

Other than as prescribed by the Act or these Rules, the Committee or any sub-committee may regulate its proceedings as it thinks fit.

Subject to the Act, these Rules and the resolutions of General Meetings, the decisions of the Committee on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.

CONFLICTS OF INTEREST

A Member of the Committee and/or of a sub-committee is interested in a matter if the Member of the Committee and/or sub-Committee:

may obtain a financial benefit from the matter; or

is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of a person who may obtain a financial benefit from the matter; or

may have a financial interest in a person to whom the matter relates; or

is a partner, director, Member of the Committee and/or sub-committee, board Member or trustee of a person who may have a financial interest in a person to whom the matter relates.

However, a Member of the Committee and/or sub-committee is not interested in a matter:

merely because the Member of the Committee and/or sub-committee receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or

if the Member of the Committee’s and/or sub-committee’s interest is the same or substantially the same as the benefit or interest of all or most other Members due to the Membership of those Members; or

if the Member of the Committee’s and/or sub-committee’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the Member of the Committee in carrying out the Member of the Committee’s and/or sub-committee’s responsibilities under the Act or the Rules; or

if the Member of the Committee and/or sub-committee is a Member of the Committee of a union and the Member of the Committee’s and/or sub-committee’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its Members’ collective employment interests.

A Member of the Committee and/or sub-committee who is interested in a matter relating to the Society must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified):

to the Committee and/or sub-committee; and

in an interests register kept by the Committee.

Disclosure must be made as soon as practicable after the Member of the Committee and/or sub-committee becomes aware that they are interested in the matter.

A Member of the Committee and/or sub-committee who is interested in a matter:

must not vote or take part in the decision of the Committee and/or sub-committee relating to the matter; and

must not sign any document relating to the entry into a transaction or the initiation of the matter; but

may take part in any discussion of the Committee and/or sub-committee relating to the matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise).

However a Member of the Committee and/or sub- committee who is prevented from voting on a matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered.

Where 50% or more of Committee Members are prevented from voting on a matter because they are interested in that matter, a Special General Meeting must be called to consider and determine the matter, unless all non-interested Members agree otherwise, and where 50 per cent or more of the Members of a sub- committee are prevented from voting on a matter because they are interested in that matter, the Committee shall consider and determine the matter.

COMMITTEE MEETINGS

Frequency

The Committee shall meet at least monthly (but need only meet once in the December-January period) at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson/President or Secretary.

Quorum

The quorum for Committee meetings is at least team of the number of Committee Members.

RECORDS

The Secretary /Treasurer shall keep an up-to-date Register of Members, recording for each Member their name, contact details, the date they became a Member, and any other information required by these Rules or prescribed by Regulations under the Act.

Contents of Register of Members

The information contained in the Register of Members shall include each Member's:

postal address;
phone number (landline and/or mobile);
email address (if any);
the date the Member became a Member;
whether the Member is financial or unfinancial.

Every Member shall promptly advise the Secretary of any change of their contact details.

Access to Register of Members

With reasonable notice and at reasonable times, the Secretary shall make the Register of Members available for inspection by Members and Committee Members. However, no access will be given to information on the Register of Members to Members or any other person, other than as required by law.

The Secretary/Treasurer shall at all times maintain an up-to-date register of the interests disclosed by Committee Members.

Access to other information

A Member may at any time make a written request to a Society for information held by the Society.

The request must specify the information sought in sufficient detail to enable the information to be identified.

The Society must, within a reasonable time after receiving a request:

provide the information, or
agree to provide the information within a specified period, or
agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
refuse to provide the information, specifying the reasons for the refusal.

Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if:

withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
the disclosure of the information would, or would be likely to, prejudice the commercial position of the Society or of any of its Members, or
the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
withholding the information is necessary to maintain legal professional privilege, or
the disclosure of the information would, or would be likely to, breach an enactment, or
the burden to the Society in responding to the request is substantially disproportionate to any benefit that the Member (or any other person) will or may receive from the disclosure of the information, or
the request for the information is frivolous or vexatious.

If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 working days after receiving notification of the charge, the Member informs the Society:

that the Member will pay the charge; or
that the Member considers the charge to be unreasonable.

Nothing in this Rule limits Information Privacy Principle 6 of the Privacy Act 1993.

FINANCES

Control and Management

The funds and property of the Society shall be:

controlled, invested and disposed of by the Committee, subject to these Rules, and

devoted solely to the promotion of the purposes of the Society.

Balance Date

The Society's financial year shall commence on 1 January of each year and end on 31 December (the latter date being the Society’s balance date).

DISPUTE RESOLUTION

Disputes Resolution Procedure

Any grievance or complaint raised by a Member or Officer will follow the process set out in Schedule 2 of the Incorporated Societies Act 2022 as annexed and marked to this Constitution as Schedule 1.

WINDING UP

Process

The Society may be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.

The Secretary shall give Notice to all Members of the proposed motion to wind up the Society, or remove it from the Register of Incorporated Societies and of the General Meeting at which any such proposal is to be considered, of the reasons for the proposal, and of any recommendations from the Committee in respect to such notice of motion.

Any resolution to wind up the Society or remove it from the Register of Incorporated Societies must be passed by a simple majority of all Members present and voting.

Surplus Assets

If the Society is wound up, or liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Society’s debts and liabilities, that property must be used to further a charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.

ALTERATIONS TO THE RULES

Amending these Rules

The Society may amend or replace these Rules at a General Meeting by a resolution passed by a simple majority of those Members present and voting.

Any proposed motion to amend or replace these Rules shall be signed by at least 10 per cent of eligible Members and given in writing to the Secretary at least 10 Clear Days before the General Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.

At least 10 Clear Days before the General Meeting at which any amendment is to be considered the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.

When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.

When an amendment is approved by a General Meeting it shall be provided to Charities Services within three months of the date of the amendment.

OTHER

Common Seal

The common seal of the Society must be kept in the custody of the Secretary.

The common seal may be affixed to any document:

by resolution of the Committee, and must be countersigned by two of the Chairperson/President, Deputy Chairperson/Vice-President, Treasurer, or Secretary

by such other means as the Committee may resolve from time to time.

Contact Person

The Society’s Contact Officer must be:

At least 18 years of age, and
A Committee Member, and
At all times be resident in New Zealand, and
Not disqualified under the Act from holding that office

Any change in that Contact Officer or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 25 Clear Days of that change occurring, or the Society becoming aware of the change.

Bylaws

The Committee from time to time may make and amend bylaws, and policies for the conduct and control of Society activities and codes of conduct applicable to Members, but no such bylaws, policies or codes of conduct applicable to Members shall be inconsistent with the Act, regulations made under the Act or these Rules.

SCHEDULE 1
DISPUTE RESOLUTION PROCEDURE

DISPUTE RESOLUTION PROCEDURE

How complaint is made

(1) A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—

(a) states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society’s constitution; and

(b) sets out the allegation to which the dispute relates and whom the allegation is against; and

(2) The Society may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—

(a) states that the Society is starting a procedure for resolving a dispute in accordance with the Society’s constitution; and

(b) sets out the allegation to which the dispute relates.

(3) The information given under subclause (1)(b) or (2)(b) must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.

Person who makes complaint has right to be heard

(1) A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.

(2) If the Society makes a complaint,—

(a) the Society has a right to be heard before the complaint is resolved or any outcome is determined; and

(b) an Officer may exercise that right on behalf of the Society.

(3) Without limiting the manner in which the Member, Officer, or Society may be given the right to be heard, they must be taken to have been given the right if—

(a) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and

(b) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and

(d) the Member’s, Officer’s, or Society’s written statement or submissions (if any) are considered by the decision maker.

Person who is subject of complaint has right to be heard

(1) This clause applies if a complaint involves an allegation that a Member, an Officer, or the Society (the respondent)—

Has engaged in misconduct; or

Has breached, or is likely to breach, a duty under the Society’s constitution or bylaws or this Act; or

Has damaged the rights or interests of a Member or the rights or interests of Members generally.

(2) The respondent has a right to be heard before the complaint is resolved or any outcome is determined.

(3) If the respondent is the Society, an Officer may exercise the right on behalf of the Society.

(4) Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if—

the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and

the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and

an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and

an oral hearing (if any) is held before the decision maker; and

the respondent’s written statement or submissions (if any) are considered by the decision maker.

Investigating and determining dispute

(1) A Society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its constitution, ensure that the dispute is investigated and determined.

(2) Disputes must be dealt with under the constitution in a fair, efficient, and effective manner.

Society may decide not to proceed further with complaint

Despite clause 1.4, a Society may decide not to proceed further with a complaint if—

the complaint is trivial; or

the complaint does not appear to disclose or involve any allegation of the following kind:

that a Member or an Officer has engaged in material misconduct:

that a Member, an Officer, or the Society has materially breached, or is likely to materially breach, a duty under the Society’s constitution or bylaws or this Act:

that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:

the complaint appears to be without foundation or there is no apparent evidence to support it; or

the person who makes the complaint has an insignificant interest in the matter; or

the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or

there has been an undue delay in making the complaint.

Society may decide not to proceed further with complaint

(1) A Society may refer a complaint to—

a subcommittee or an external person to investigate and report; or

a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.

(2) A Society may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

Decision makers

A person may not act as a decision maker in relation to a complaint if 2 or more members of the Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be—

impartial; or
able to consider the matter without a predetermined view.