Introductory rules
Name
The name of the society is CLARKE FAMILY OF TE WAIMATE SOCIETY Incorporated
(in this Constitution referred to as the ‘Society’).
Charitable status
The Society is not and does not intend to be registered as a charitable entity under the
Charities Act 2005.
Definitions
In this Constitution, unless the context requires otherwise, the following words and
phrases have the following meanings:
‘Act’ means the Incorporated Societies Act 2022 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.
‘Chairperson’ means the Officer responsible for chairing General Meetings and
committee meetings, and who provides leadership for the Society.
‘Committee’ means the Society’s governing body.
‘Constitution’ means the rules in this document.‘Deputy Chairperson’ means the Officer elected or appointed to deputise in the
absence of the Chairperson.
‘General Meeting’ means either an Annual General Meeting or a Special General
Meeting of the Members of the Society.
‘Interested Member’ means a Member who is interested in a matter for any of the
reasons set out in section 62 of the Act.
‘Interests Register’ means the register of interests of Officers, kept under this
Constitution and as required by section 73 of the Act.
‘Matter’ means—
1. 2. the Society’s performance of its activities or exercise of its powers; or
an arrangement, agreement, or contract (a transaction) made or entered into,
or proposed to be entered into, by the Society.
‘Member’ means a person who has consented to become a Member of the Society and
has been properly admitted to the Society who has not ceased to be a Member of the
Society.
‘Notice’ to Members includes any notice given by email, post, or courier.
‘Officer’ means a natural person who is:
• a member of the Committee, or
• occupying a position in the Society that allows them to exercise significant
influence over the management or administration of the Society, including any
Chief Executive or Treasurer.
‘Register of Members’ means the register of Members kept under this Constitution as
required by section 79 of the Act.
‘Secretary’ means the Officer responsible for the matters specifically noted in this
Constitution.
‘Special General Meeting’ means a meeting of the Members, other than an Annual
General Meeting, called for a specific purpose or purposes.
‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are
not Working Days include, but are not limited to, the following — a Saturday, a Sunday,
Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā
Aro ki a Matariki/Matariki Observance Day, and Labour Day.Purposes
The primary purposes of the Society are to—
• Maintain and communicate the history of the Clarke family of Te Waimate
The Society must not operate for the purpose of, or with the effect of—
• distributing, any gain, profit, surplus, dividend, or other similar financial benefit to
any of its Members (whether in money or in kind); or
• having capital that is divided into shares or stock held by its Members; or
• holding, property in which its members have a disposable interest (whether
directly, or in the form of shares or stock in the capital of the society or otherwise).
But the Society will not operate for the financial gain of Members simply if the Society
—
• engages in trade,
• pays a Member for matters that are incidental to the purposes of the Society,
and the Member is a not-for-profit entity,
• distributes funds to a Member to further the purposes of the Society, and the
Member—
• is a not-for-profit entity, and
• is affiliated or closely related to the Society, and
• has the same, or substantially the same, purposes as those of the Society.
• reimburses a Member for reasonable expenses legitimately incurred on behalf of
the Society or while pursuing the Society’s purposes,
• provides benefits to members of the public or of a class of the public and those
persons include Members or their families,
• provides benefits to Members or their families to alleviate hardship,
• provides educational scholarships or grants to Members or their families,
• pays a Member a salary or wages or other payments for services to the Society
on arm’s length terms (terms reasonable in the circumstances if the parties were
connected or related only by the transaction in question, each acting
independently, and each acting in its own best interests; or are terms less
favourable to the Member than those terms and the payment for services, or
other transaction, does not include any share of a gain, profit, or surplus,
percentage of revenue, or other reward in connection with any gain, profit,
surplus, or revenue of the Society),
• provides a Member with incidental benefits (for example, trophies, prizes, or
discounts on products or services) in accordance with the purposes of the
Society.
• on removal of the Society from the Register of Incorporated Societies having its
surplus assets distributed under subpart 5 of Part 5 of the Act to a Member that
is a not-for-profit entity.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.
Restrictions on society powers
The Society must not be carried on for the financial gain of any of its members.
The Society’s capacity, rights, powers, and privileges are subject to the following
restrictions (if any)—
• The Society does not have the power to borrow money.
• <<Include other restrictions your society has decided to include>>
Registered office
The registered office of the Society shall be at such place in New Zealand as the
Committee from time to time determines.
Changes to the registered office shall be notified to the Registrar of Incorporated
Societies—
• at least 5 working days before the change of address for the registered office is
due to take effect, and
• in a form and as required by the Act.
Contact person
The Society shall have at least 1 but no more than 3 contact person(s) whom the
Registrar can contact when needed.
The Society’s contact person must be:• At least 18 years of age, and
• Ordinarily resident in New Zealand.
A contact person can be appointed by the Committee or elected by the Members at a
General Meeting.
Each contact person’s name must be provided to the Registrar of Incorporated
Societies, along with their contact details, including:
• a physical address or an electronic address, and
• a telephone number.
Any change in that contact person or that person’s name or contact details shall be
advised to the Registrar of Incorporated Societies within 20 Working Days of that
change occurring, or the Society becoming aware of the change.
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 or body corporate admitted to membership under this
Constitution and who or which has not ceased to be a Member.
• 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
simple majority of those Members present and voting. 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 and levies.
• 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 GeneralMeeting passed by a simple majority of those present and voting. An Honorary
Member has no membership rights, privileges or duties.
Becoming a member: consent
Every applicant for membership must consent in writing to becoming a Member.
Becoming a member: process
An applicant for membership must complete and sign any application form, supply any
information, or attend an interview as may be reasonably required by the Committee
regarding an application for membership and will become a Member on acceptance of
that application by the Committee.
The Committee may accept or decline an application for membership at its sole
discretion. The Committee must advise the applicant of its decision.
The signed written consent of every Member to become a Society Member shall be
retained in the Society’s membership records.
Members' obligations and rights
Every Member shall provide the Society in writing with that Member’s name and
contact details (namely, physical or email address and a telephone number) and
promptly advise the Society in writing of any changes to those details.
• 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, and participating in Society
activities) if all subscriptions and any other fees have been paid to the Society by
their respective due dates, but no Member or Life Member is liable for an
obligation of the Society by reason only of being a Member.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), any
levy, or any capitation fees, within 7 Working Days 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 28
Working Days 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—
• by resignation from that Member’s class of membership by written notice signed
by that Member to the Committee, or
• on termination of a Member’s membership following a dispute resolution process
under this Constitution, or
• on death (or if a body corporate on liquidation or deregistration, or if a partnership
on dissolution of the partnership), or
• by resolution of the Committee where—
• In the opinion of the Committee the Member has brought the Society into
disrepute.
with effect from (as applicable)—
• the date of receipt of the Member’s notice of resignation by the Committee (or
any subsequent date stated in the notice of resignation), or
• the date of termination of the Member’s membership under this Constitution, or
• the date of death of the Member (or if a body corporate from the date of its
liquidation or deregistration, or if a partnership from the date of its dissolution), or
• the date specified in a resolution of the Committee and when a Member’s
membership has been terminated the Committee shall promptly notify the former
Member in writing.Obligations once membership has ceased
A Member who has ceased to be a Member under this Constitution—
• remains liable to pay all subscriptions and other fees to the Society’s next
balance date,
• shall cease to hold himself or herself out as a Member of the Society, and
• shall return to the Society all material provided to Members by the Society
(including any membership certificate, badges, handbooks and manuals).
• 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.
But, if a former Member’s membership was terminated following a disciplinary or dispute
resolution process, the applicant may be re-admitted only by a resolution passed at a
General Meeting on the recommendation of the Committee.
General meetings
Procedures for all general meetings
The Committee shall give all Members at least 5 Working Days’ written Notice of any
General Meeting and of the business to be conducted at that General Meeting.
That Notice will be addressed to the Member at the contact address notified to the
Society and recorded in the Society’s register of members. The General Meeting and
its business will not be invalidated simply because one or more Members do not receive
the Notice of the General Meeting.
Only 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 Committee before the commencement of the General Meeting,
or
• through the authorised representative of a body corporate as notified to the
Committee, and
• no other proxy voting shall be permitted.
No General Meeting may be held unless at least 3 eligible financial Members attend
throughout the meeting and 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 of the
Society, and if at such adjourned meeting a quorum is not present those Members
present in person or by proxy shall be deemed to constitute a sufficient quorum.
A Member is entitled to exercise one vote on any motion at a General Meeting in
person or by proxy, and voting at a General Meeting shall be by voices or by show of
hands or, on demand of the chairperson or of 2 or more Members present, by secret
ballot.
Unless otherwise required by this Constitution, all questions shall be decided by a
simple majority of those in attendance in person or by proxy and voting at a General
Meeting or voting by remote ballot.
Any decisions made when a quorum is not present are not valid.
The Society may pass a written resolution in lieu of a General Meeting, and a written
resolution is as valid for the purposes of the Act and this Constitution as if it had been
passed at a General Meeting if it is approved by no less than 75 percent of the
Members who are entitled to vote on the resolution. A written resolution may consist of 1
or more documents in similar form (including letters, electronic mail, or other similar
means of communication) each proposed by or on behalf of 1 or more Members. A
Member may give their approval to a written resolution by signing the resolution or
giving approval to the resolution in any other manner permitted by the Constitution (for
example, by electronic means).
• General Meetings may be held at one or more venues by Members present in
person and/or 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. If the Chairperson is
absent, some independent person appointed by the Committee 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 consent of a simple majority of Members present at any General
Meeting adjourn the General Meeting from time to time and from place to
place but no business shall be transacted at any adjourned General 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 General Meeting, or
obstructing the business of the General Meeting, or behaving in a disorderly
manner, or being abusive, or failing to abide by the directions of the
chairperson be removed from the General Meeting, and
• In the absence of a quorum or in the case of emergency, adjourn the General
Meeting or declare it closed.
• The Committee may propose motions for the Society 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 or Committee at least 3
Working Days before that meeting. The Member may also provide information in
support of the motion (‘Member’s Information’). If notice of the motion is given to
the Secretary or Committee before written Notice of the General Meeting is
given to Members, notice of the motion shall be provided to Members with the
written Notice of the General Meeting.
Minutes
The Society must keep minutes of all General Meetings.
Annual General Meetings: when they will be held
An Annual General Meeting shall be held once a year on a date and at a location and/
or using any electronic communication determined by the Committee and consistent
with any requirements in the Act, and the Constitution relating to the procedure to be
followed at General Meetings shall apply.
The Annual General Meeting must be held no later than the earlier of the following—• 6 months after the balance date of the Society
• 15 months after the previous annual meeting.
Annual General Meetings: business
The business of an Annual General Meeting shall be to—
• confirm the minutes of the last Annual General Meeting and any Special
General Meeting(s) held since the last Annual General Meeting,
• adopt the annual report on the operations and affairs of the Society,
• adopt the Committee’s report on the finances of the Society, and the annual
financial statements,
• set any subscriptions for the current financial year,
• consider any motions of which prior notice has been given to Members with
notice of the Meeting, and
• consider any general business.
The Committee must, at each Annual General Meeting, present the following
information—
• an annual report on the operation and 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 Officers during that
period (including a 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 it receives a written request
signed by at least 50 percent of Members.
Any resolution or written request must state the business that the Special General
Meeting is to deal with.
The rules in this Constitution relating to the procedure to be followed at General
Meetings shall apply to a Special General Meeting, and a Special General Meetingshall only consider and deal with the business specified in the Committee’s resolution or
the written request by Members for the Meeting.
Committee
Committee composition
The Committee will consist of at least 3 Officers and no more than 7 Officers.
A majority of the Officers on the Committee must be either:
• Members of the Society, or
• representatives of bodies corporate that are Members of the Society.
Functions of the committee
From the end of each Annual General Meeting until the end of the next, the Society
shall be managed by, or under the direction or supervision of, the Committee, in
accordance with the Incorporated Societies Act 2022, any Regulations made under that
Act, and this Constitution.
Powers of the committee
The Committee has all the powers necessary for managing — and for directing and
supervising the management of — the operation and affairs of the Society, subject to
such modifications, exceptions, or limitations as are contained in the Act or in this
Constitution.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 but
not less than 2,
• 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 from the Committee, and
• a sub-committee must not further delegate any of its powers.
General matters: committees
The Committee and any sub-committee may act by resolution approved during a
conference call using audio and/or audio-visual technology 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 or sub-committee meeting.
Other than as prescribed by the Act or this Constitution, the Committee or any sub-
committee may regulate its proceedings as it thinks fit.
Committee meetings
Procedure
The quorum for Committee meetings is at least half the number of members of the
Committee.
A meeting of the Committee may be held either—
1. by a number of the members of the Committee who constitute a quorum,
being assembled together at the place, date and time appointed for the
meeting; or
2. by means of audio, or audio and visual, communication by which all members
of the Committee participating and constituting a quorum can simultaneously
hear each other throughout the meeting.A resolution of the Committee is passed at any meeting of the Committee if a majority
of the votes cast on it are in favour of the resolution. Every Officer on the Committee
shall have one vote.
The members of the Committee shall elect one of their number as chairperson of the
Committee. If at a meeting of the Committee, the chairperson is not present, the
members of the Committee present may choose one of their number to be chairperson
of the meeting. The chairperson does have a casting vote in the event of a tied vote on
any resolution of the Committee.
Except as otherwise provided in this Constitution, the Committee may regulate its own
procedure.
Frequency
The Committee shall meet as required 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 or Secretary.
The Secretary, or other Committee member nominated by the Committee, shall give to
all Committee members not less than 5 Working Days’ notice of Committee meetings,
but in cases of urgency a shorter period of notice shall suffice.
Officers
Qualifications of officers
Every Officer must be a natural person who—
• has consented in writing to be an officer of the Society, and
• certifies that they are not disqualified from being elected or appointed or
otherwise holding office as an Officer of the Society.
Officers must not be disqualified under section 47(3) of the Act from being appointed or
holding office as an Officer of the Society, namely—
1. 2. a person who is under 16 years of age
a person who is an undischarged bankrupt3. 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, or any other similar legislation
4. A person who is disqualified from being a member of the governing body of a
charitable entity under the Charities Act 2005
5. a person who has been convicted of any of the following, and has been
sentenced for the offence, within the last 7 years—
1. an offence under subpart 6 of Part 4 of the Act
2. a crime involving dishonesty (within the meaning of section 2(1) of the
Crimes Act 1961)
3. 4. 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 (1) to (3)
5. a money laundering offence or an offence relating to the financing of
terrorism, whether in New Zealand or elsewhere
6. a person subject to:
1. 2. a banning order under subpart 7 of Part 4 of the Act,or
an order under section 108 of the Credit Contracts and Consumer
Finance Act 2003, or
3. 4. 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.
7. a person who is subject to an order that is substantially similar to an order
referred to in paragraph (6) under a law of a country, State, or territory outside
New Zealand that is a country, State, or territory prescribed by the regulations
(if any) of the Act.
Prior to election or appointment as an Officer a person must—
• consent in writing to be an Officer, and
• certify in writing that they are not disqualified from being elected or appointed as
an Officer either by this Constitution or the Act.
Note that only a natural person may be an Officer and each certificate shall be retained
in the Society’s records.
Officers' duties
At all times each Officer:1. 2. 3. 4. 5. 6. 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 an Officer, 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 Officer 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.
Election or appointment of officers
The election of Officers shall be conducted as follows.
1. 2. Officers shall be elected during Annual General Meetings. However, if a
vacancy in the position of any Officer occurs between Annual General
Meetings, that vacancy shall be filled by resolution of the Committee (and any
such appointee must, before appointment, supply a signed consent to
appointment and a certificate that the nominee is not disqualified from being
appointed or holding office as a Officer (as described in the ‘Qualification of
Officers’ rule above). Any such appointment must be ratified at the next
Annual General Meeting.
A candidate’s written nomination, accompanied by the written consent of the
nominee with a certificate that the nominee is not disqualified from being
appointed or holding office as a Officer (as described in the ‘Qualification of
Officers’ rule above) shall be received by the Society at least 5 Working Days
before the date of the Annual General Meeting. If there are insufficient valid3. 4. 5. 6. nominations received, further nominations may be received from the floor at
the Annual General Meeting.
Votes shall be cast in such a manner as the person chairing the meeting
determines. In the event of any vote being tied, the tie shall be resolved by the
incoming Committee (excluding those in respect of whom the votes are tied).
Two Members (who are not nominees) or non-Members appointed by the
Chairperson shall act as scrutineers for the counting of the votes and
destruction of any voting papers.
The failure for any reason of any financial Member to receive such Notice of
the general meeting shall not invalidate the election.
In addition to Officers elected under the foregoing provisions of this rule, the
Committee may appoint other Officers for a specific purpose, or for a limited
period, or generally until the next Annual General Meeting. Unless otherwise
specified by the Committee any person so appointed shall have full speaking
and voting rights as an Officer of the Society. Any such appointee must,
before appointment, supply a signed consent to appointment and a certificate
that the nominee is not disqualified from being appointed or holding office as
an Officer (as described in the ‘Qualification of Officers’ rule above).
Term
The term of office for all Officers elected to the Committee shall be 1 year(s), expiring
at the end of the Annual General Meeting in the year corresponding with the last year
of each Officer’s term of office.
• No Officer shall serve for more than 10 consecutive terms.
Removal of officers
An Officer shall be removed as an Officer by resolution of the Committee or the
Society where in the opinion of the Committee or the Society —
• The Officer elected to the Committee has been absent from 2 committee
meetings without leave of absence from the Committee.
• The Officer has brought the Society into disrepute.
• The Officer has failed to disclose a conflict of interest.
• The Committee passes a vote of no confidence in the Officer.
• <<(Optional) Specify other grounds for removal>>with effect from (as applicable) the date specified in a resolution of the Committee or
Society.
Ceasing to hold office
An Officer ceases to hold office when they resign (by notice in writing to the
Committee), are removed, die, or otherwise vacate office in accordance with section
50(1) of the Act.
Each Officer shall within 5 Working Days of submitting a resignation or ceasing to hold
office, deliver to the Committee all books, papers and other property of the Society held
by such former Officer.
Conflicts of interest
An Officer or member of a sub-committee who is an Interested Member in respect of
any Matter being considered by 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)
—
1. 2. 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 Officer or member of a sub-
committee becomes aware that they are interested in the Matter.
An Officer or member of a sub-committee who is an Interested Member regarding a
Matter—
1. 2. 3. must not vote or take part in the decision of the Committee and/or sub-
committee relating to the Matter unless all members of the Committee who
are not interested in the Matter consent; and
must not sign any document relating to the entry into a transaction or the
initiation of the Matter unless all members of the Committee who are not
interested in the Matter consent; 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 theCommittee and/or sub-committee (unless the Committee and/or sub-
committee decides otherwise).
However, an Officer or member of a 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 per cent or more of Officers 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 Officers agree otherwise.
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.
Records
Register of Members
The Society shall keep an up-to-date Register of Members.
For each current Member, the information contained in the Register of Members shall
include —
• Their name, and
• The date on which they became a Member (if there is no record of the date they
joined, this date will be recorded as ‘Unknown’), and
• Their contact details, including —
• A physical address or an electronic address, and
• A telephone number.
The register will also include each Member's —
• email address (if any)
Every current Member shall promptly advise the Society of any change of the
Member’s contact details.
The Society shall also keep a record of the former Members of the Society. For each
Member who ceased to be a Member within the previous 7 years, the Society will
record:
• The former Member's name, and
• The date the former Member ceased to be a Member.Interests Register
The Committee shall at all times maintain an up-to-date register of the interests
disclosed by Officers and by members of any sub-committee.
Access to information for members
A Member may at any time make a written request to the 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 —
1. provide the information, or
2. 3. 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
4. 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 —
1. 2. 3. 4. 5. 6. 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
the information is not relevant to the operation or affairs of 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, or7. 8. 9. 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, or
the request seeks information about a dispute or complaint which is or has
been the subject of the procedures for resolving such matters under this
Constitution and the Act.
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 —
1. 2. 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 2020 relating
to access to personal information.
Finances
Control and management
The funds and property of the Society shall be—
• controlled, invested and disposed of by the Committee, subject to this
Constitution, and
• devoted solely to the promotion of the purposes of the Society.
The Committee shall maintain bank accounts in the name of the Society.
All money received on account of the Society shall be banked within 15 Working Days
of receipt.
All accounts paid or for payment shall be submitted to the Committee for approval of
payment.
The Committee must ensure that there are kept at all times accounting records that—
1. correctly record the transactions of the Society, and2. allow the Society to produce financial statements that comply with the
requirements of the Act, and
3. would enable the financial statements to be readily and properly audited (if
required under any legislation or the Society's Constitution).
The Committee must establish and maintain a satisfactory system of control of the
Society's accounting records.
The accounting records must be kept in written form or in a form or manner that is easily
accessible and convertible into written form. And the accounting records must be kept for
the current accounting period and for the last 7 completed accounting periods of the
Society.
Balance date
The Society's financial year shall commence on 01/04 of each year and end on 31/03
(the latter date being the Society’s balance date).
Dispute resolution
Meanings of dispute and complaint
A dispute is a disagreement or conflict involving the Society and/or its Members in
relation to specific allegations set out below.
The disagreement or conflict may be between any of the following persons—
1. 2 or more Members
2. 1 or more Members and the Society
3. 1 or more Members and 1 or more Officers
4. 2 or more Officers
5. 1 or more Officers and the Society
6. 1 or more Members or Officers and the Society.
The disagreement or conflict relates to any of the following allegations—
1. 2. a Member or an Officer has engaged in misconduct
a Member or an Officer has breached, or is likely to breach, a duty under the
Society's Constitution or bylaws or the Act3. the Society has breached, or is likely to breach, a duty under the Society's
Constitution or bylaws or the Act
4. a Member's rights or interests as a Member have been damaged or
Member's rights or interests generally have been damaged.
A Member or an Officer may make a complaint by giving to the Committee (or a
complaints subcommittee) a notice in writing that—
1. states that the Member or Officer is starting a procedure for resolving a
dispute in accordance with the Society's Constitution; and
2. sets out the allegation(s) to which the dispute relates and whom the allegation
or allegations is or are against; and
3. sets out any other information or allegations reasonably required by the
Society.
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—
1. states that the Society is starting a procedure for resolving a dispute in
accordance with the Society's Constitution; and
2. sets out the allegation to which the dispute relates.
The information setting out the allegations must be sufficiently detailed to ensure that a
person against whom an allegation or allegations is made is fairly advised of the
allegation or allegations concerning them, with sufficient details given to enable that
person to prepare a response.
A complaint may be made in any other reasonable manner permitted by the Society's
Constitution.
All Members (including the Committee) are obliged to cooperate to resolve disputes
efficiently, fairly, and with minimum disruption to the Society's activities.
The complainant raising a dispute, and the Committee, must consider and discuss
whether a dispute may best be resolved through informal discussions, mediation,
arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the
parties will sign a suitable mediation or arbitration agreement.
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—2. 3. 4. 1. states that the Member or Officer is starting a procedure for resolving a
dispute in accordance with the Society’s Constitution; and
2. sets out the allegation or allegations to which the dispute relates and
whom the allegation is against; and
3. sets out any other information reasonably required by the Society.
The Society may make a complaint involving an allegation or allegations
against a Member or an Officer by giving to the Member or Officer a notice in
writing that—
1. states that the Society is starting a procedure for resolving a dispute in
accordance with the Society’s Constitution; and
2. sets out the allegation to which the dispute relates.
The information given under subclause (1b.) or (2b.) must be sufficient to
ensure that a person against whom an allegation is made is fairly advised of
the allegation or allegations concerning them, with sufficient details given to
enable that person to prepare a response.
A complaint may be made in any other reasonable manner permitted by the
Society’s Constitution.
Person who makes complaint has right to be heard
1. 2. 3. 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.
If the Society makes a complaint—
1. the Society has a right to be heard before the complaint is resolved or
any outcome is determined; and
2. —
an Officer may exercise that right on behalf of the Society.
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
1. 2. 3. 4. they have 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 Member’s, Officer’s, or Society’s written or verbal statement or
submissions (if any) are considered by the decision maker.Person who is subject of complaint has right to be heard
1. 2. 3. 4. This clause applies if a complaint involves an allegation that a Member, an
Officer, or the Society (the ‘respondent’)—
1. 2. 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
3. has damaged the rights or interests of a Member or the rights or
interests of Members generally.
The respondent has a right to be heard before the complaint is resolved or any
outcome is determined.
If the respondent is the Society, an Officer may exercise the right on behalf of
the Society.
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—
1. 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
2. the respondent has a reasonable opportunity to be heard in writing or at
an oral hearing (if one is held); and
3. an oral hearing is held if the decision maker considers that an oral
hearing is needed to ensure an adequate hearing; and
4. 5. 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. 2. The 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.
Disputes must be dealt with under the Constitution in a fair, efficient, and
effective manner and in accordance with the provisions of the Act.
Society may decide not to proceed further with complaint
Despite the ‘Investigating and determining dispute’ rule above, the Society may decide
not to proceed further with a complaint if—1. 2. 3. 4. 5. 6. the complaint is considered to be trivial; or
the complaint does not appear to disclose or involve any allegation of the
following kind:
1. that a Member or an Officer has engaged in material misconduct:
2. 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 the Act:
3. 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 refer complaint
1. 2. The Society may refer a complaint to—
1. 2. 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.
The 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—
1. impartial; or
2. able to consider the matter without a predetermined view.Liquidation and removal from the register
Resolving to put society into liquidation
The Society may be liquidated in accordance with the provisions of Part 5 of the Act.
The Committee shall give 20 Working Days written Notice to all Members of the
proposed resolution to put the Society into liquidation.
The Committee shall also give written Notice to all Members of the General Meeting at
which any such proposed resolution is to be considered. The Notice shall include all
information as required by section 228(4) of the Act.
Any resolution to put the Society into liquidation must be passed by a two-thirds majority
of all Members present and voting.
Resolving to apply for removal from the register
The Society may be removed from the Register of Incorporated Societies in accordance
with the provisions of Part 5 of the Act.
The Committee shall give 20 Working Days written Notice to all Members of the
proposed resolution to remove the Society from the Register of Incorporated Societies.
The Committee shall also give written Notice to all Members of the General Meeting at
which any such proposed resolution is to be considered. The Notice shall include all
information as required by section 228(4) of the Act.
Any resolution to remove the Society from the Register of Incorporated Societies must
be passed by a two-thirds majority of all Members present and voting.
Surplus assets
If the Society is liquidated or removed from the Register of Incorporated Societies, no
distribution shall be made to any Member.On the liquidation or removal from the Register of Incorporated Societies of the Society,
its surplus assets — after payment of all debts, costs and liabilities — shall be vested in
Heritage New Zealand.
However, in any resolution under this rule, the Society may approve a different
distribution to a different not-for-profit entity from that specified above, so long as the
Society complies with this Constitution and the Act in all other respects.
Alterations to the constitution
Amending this constitution
All amendments must be made in accordance with this Constitution. Any minor or
technical amendments shall be notified to Members as required by section 31 of the
Act.
The Society may amend or replace this Constitution at a General Meeting by a
resolution passed by a simple majority of those Members present and voting.
That amendment may be approved by a resolution passed in lieu of a meeting but only if
authorised by this Constitution.
Any proposed resolution to amend or replace this Constitution shall be signed by at
least 50 per cent of eligible Members and given in writing to the Committee at least 5
Working Days before the General Meeting at which the resolution is to be considered
and accompanied by a written explanation of the reasons for the proposal.
At least 3 Working Days before the General Meeting at which any amendment is to be
considered the Committee shall give to all Members notice of the proposed resolution,
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.Other
Common seal
The Society will have a common seal that must be kept in the custody of—
an Officer
The common seal may be affixed to any document:
1. 2. by resolution of the Committee, and must be countersigned by 2 Officers or
by such other means as the Committee may resolve from time to time.
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 this Constitution, the Act, regulations made under the Act, or any
other legislation.