Members
Section

1.1 The name of the Society is Simmental Cattle Breeders’ Society of New Zealand Incorporated.

1.2 The Society was incorporated on 6 November 1973 under the Incorporated Societies Act 1908.

Society Purposes and Powers

1.3 The primary purposes of the Society are to:

(a) Promote and foster appreciation of the breed of cattle generally known as Simmental,
(b) To facilitate and promote the recording and analysis of the productive traits of Simmental or Simmental cross cattle by using the latest technology, and
(c) Support and provide services to those who breed and stock the breed of cattle generally known as Simmentals.

1.4 The Society must not operate for the purpose of, or with the effect of:

(a) Any Member of the Society deriving any personal financial gain from membership of the Society, other than as may be permitted by law, or
(b) Returning all or part of the surplus generated by the Society’s operations to Members, in money or in kind, or
(c) Conferring any kind of ownership in the Society’s assets on Members, but the Society would not operate for the financial gain of Members in breach of the Statute simply if the Society:

(i) Engages in trade,
(ii) Pays a not-for-profit Member (namely, a member that is a body corporate that is not, carried on for the private pecuniary profit of any individual) for matters that are incidental to the purposes of the Society,
(iii) Reimburses a Member for reasonable expenses legitimately incurred on behalf of the Society or while pursuing the Society’s purposes,
(iv) Provides benefits to members of the public or of a class of the public and those persons include Members or their families,
(v) 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), or
(vi) Provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Society.

1.5 Despite Rules 1.3-1.4:

(a) The Society shall not be required to advance all of its primary purposes all of the time, and
(b) Otherwise this constitution shall be read and interpreted subject to the provisions of Rule 1.3.

1.6 Subject to Rules 1.3-1.4, the Society shall have power:

(a) To represent and promote the interests of Members of the Society,
(b) To make regulations, bylaws and policies under Rule 5.12 to advance or achieve any of the above purposes,
(c) To establish codes of conduct applicable to Members under Rule 5.12, and
(d) To do any act or thing related or contributing to advancing or attaining any of the above purposes. Interpretation of this Constitution

1.7 In this constitution, unless the context otherwise requires the following words and phrases have the following meanings:

(a) “Associated Person” means a person who is a spouse, partner, parent, child, close personal friend, business associate (partner, director, officer, board member, or trustee of a person), employer or employee of a Member,
(b) “clear days” means complete days excluding the first and last named days (for instance, excluding the date a notice of meeting is posted or transmitted and the date of the meeting),
(c) “complaint” means an allegation that the conduct or discipline of any Member(s) has/have fallen short of expected standards of conduct for Society Members, and the complaint may allege:

(i) A breach or failure to observe a specific Society Rule, bylaw or policy, and/or
(ii) Other misconduct likely to cause distress, embarrassment or concern to other Members or members of the public or tend to damage the reputation of the Society, BUT the Society is not concerned with Members’ conduct outside of or away from Society activities, unless there is some identifiable connection with the Society, or the reputation of the Society may be affected, or both.

(d) “Entitled Member” means a Member entitled to exercise membership rights under Rule 2.7(b) and an Honorary Life Member.
(e) “Council” means the Society’s governing body referred to in Rule 4.1,
(f) “Council member” includes the Society’s Chairperson, Vice-Chairperson, Treasurer and other Council members elected under Rule 4.3, appointed under Rule 4.5, or co-opted under Rule 5.5,
(g) “grievance” means a formal concern raised by a Member relating to the Member’s rights and interests as a member which the Member considers is affecting the Member in a significant (not trivial or incidental) way, and the effect on the Member or other affected Members may not necessarily include financial losses or costs to the Members, but a Member raising a grievance should be able to point to a significant negative effect on that Member, or on other Members in similar circumstances, or on all Members.
(h) “Herd Database” is the recording system for Simmental and Simmental cross cattle maintained pursuant to Rule 1.8(b),
(i) “Member” is a Member or Honorary Life Member,
(j) “Membership Register” is the register of Members kept under Rule 2.5(a),
(k) “Patron” is a person elected to that position under Rule 3.2(f) because that person supports the Society’s purposes in some significant way,
(l) “Register of Disclosures” is the Register referred to in Rule 5.8(b),
(m) “remote ballot” is a ballot held in accordance with the procedures set out in Rule 3.18,
(n) “Secretary” may be a person or company employed or contracted with under Rule 5.16 to be the Society’s Secretary to administer and manage the affairs of the Society,
(o) “Simmental” is a description of a breed of cattle generally known as Simmental, but the Society recognises that:

(i) Simmental cattle have, as a result of selective breeding of cattle over many generations, become established as a generally acknowledged breed of cattle,
(ii) Modern testing methods may identify some cattle within the Herd Database that may not in fact be 100% Simmental blood, but
(iii) If such beasts or the progeny of such beasts conform to those characteristics generally associated with Simmental cattle the lack of total purity should not necessarily disqualify such beasts or their progeny from being regarded as Simmental cattle,

(p) “Society” is the Society referred to in Rule 1.1,
(q) “Statute” means the Incorporated Societies Act 1908 or any statute passed in substitution of the same, including amendments to it from time to time,
(r) “working day” means any day of the week other than a Saturday, Sunday, or national statutory holiday, and
(s) “written notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.

1.8 Subject to Rules 1.3-1.4, in addition to its statutory powers, the Society:

(a) May invest in improved methods to assess and record cattle beasts generally known as Simmental and Simmental cross,
(b) Shall maintain and improve records of the breed of cattle generally known as Simmental and Simmental cross in New Zealand for the benefit of its members and the public, and for that purpose:

(i) Arrange for the testing and examination of cattle belonging to Members to determine their purity, type, fertility, health and general condition,
(ii) Maintain a Herd Database of recognised Simmental and Simmental cattle cross, including records of pedigree as known to the Society, and the degree to which the purity of such cattle can be ascertained by such means the Council from time to time deems are reasonably and economically available to the Society,
(iii) May co-operate with equivalent overseas organisations whose purposes are similar to those of the Society, and
(iv) May by means of regulations, bylaws or policies made under Rule 5.12 establish:

 Methods of testing cattle to establish the purity of cattle believed to be Simmental or Simmental cross which are recorded in the Herd Database or which a Member seeks to register in the Herd Database,
 Criteria for inclusion, exclusion and removal of beasts from the Herd Database, and
 Procedures to resolve disputes about whether beasts are or are not Simmental or Simmental cross and about processes and decisions concerning the inclusion, exclusion and removal of beasts from the Herd Database.

(c) May employ or engage people to assist in undertaking the tasks necessary to achieve its purposes and, specifically, the activities referred to in Rule 1.8(a) and (b).
(d) 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,
(e) May invest in any investment in which a trustee might invest, and
(f) Shall have power to borrow or raise money by debenture, bonds, mortgage and other means with or without security.

1.9 No Member or any Associated Person shall participate in or materially influence any decision made by the Society relating to the payment to or on behalf of that Member or Associated Person of any income, benefit or advantage whatsoever.

1.10 Despite any other provision in this constitution, Council members, and its sub-committee members:

(a) May be offered such honoraria as may be approved by resolution of a General Meeting, and
(b) Shall be entitled to be reimbursed by the Society for any reasonable actual expenses incurred by them on behalf of the Society as approved by resolution of the Council.

1.11 The Society may, subject to the provisions of the Statute, indemnify Members and employees who act in good faith in seeking to advance the Society’s activities, and to take insurance for the purposes of that indemnity, but no such indemnity or insurance shall be provided where a Member or employee is criminally liable for the actions or inaction in respect of which indemnity or insurance is sought.

1.12 In this constitution, unless the context otherwise requires:

(a) Any word or phrase identifying a person extends to and includes the executors, administrators, successors and assignees of that person,
(b) The singular number includes the plural and vice versa and words indicating one gender include the other genders,
(c) Reference to any Act extends to and includes any statutory or other modification or re-enactment thereof and any other like provision for the time being in force in New Zealand, and
(d) The headings of the Rules in this constitution will not affect the interpretation given to it.

2.1 The Society shall maintain the minimum number of members required by the Statute.

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

(a) Active Member An Active Member is an individual or body corporate with an interest in Simmental and Simmental cross cattle admitted to membership under Rule 2.3 and who or which has not ceased to be a Member under any other Rule, but does not include an Associate, Life or Honorary Member.
(b) Junior Member A Junior Member is an individual under the age of 16 with an interest in Simmental andSimmental cross cattle admitted to membership under Rule 2.3 and who has not ceased to be a Member under any other Rule, and a Junior Member shall cease to be a Junior Member on attaining the age of 16 years. A Junior Member may attend and speak at General Meetings, but shall have no other membership rights or privileges.
(c) Associate Member An Associate Member is an individual or organisation (incorporated or unincorporated) admitted to membership under Rule 2.3 and who or which has not ceased to be a Member under any other Rule. An Associate Member shall be entitled to a copy of or access to the Herd Database on payment of such charge as may be set by the Council and may attend and speak at General Meetings, but otherwise shall have no other membership rights or privileges.
(d) Honorary Life Member An Honorary Life Member is honoured for highly valued services to the Society elected as an Honorary Life Member by resolution of a General Meeting. An Honorary Life Member shall have all the rights and privileges of a financial Active Member and shall be subject to all the duties of an Active Member including prelist fees for registered female Simmental and Simmental cross animals but shall otherwise not be required to pay subscriptions.
(e) 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 the Council. An Honorary Member may attend and speak at General Meetings, but has no other membership rights, privileges or duties.

2.3 Admission of Members:

(a) Every Member must expressly consent to becoming a Member (the consent of a body corporate or partnership to become a Member may be given on its behalf by two (2) directors or partners, or if it is a company with only one (1) director, by that director), and an applicant for membership as a Member shall complete any application form provided by the Council, pay any application fee fixed the Council, supply such information as may be required by the Council and lodge the application with the Secretary with any application fee prescribed by the Council.
(b) Membership applications shall be considered by the Council which may interview an applicant or representative/s of a body corporate or partnership applicant.
(c) The Council shall have a discretion whether or not to admit a membership applicant, and shall advise the applicant of its decision (but shall not be required to provide reasons for that decision), and:

(i) A successful applicant shall immediately pay the annual subscription or such proportion of it as mat be specified by the Council, or
(ii) If the application is declined any application fee paid shall be refunded to the applicant.

2.4 Readmission of former Members:

(a) 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 Council.
(b) However, if a former Member’s membership was terminated pursuant to the processes under Rule 2.16 the applicant may be re-admitted only by a General Meeting on the recommendation of the Council.

Membership Register

2.5 The Secretary shall:

(a) Keep an up-to-date Membership Register of Members (including Life, Honorary and Supporting Members) recording their names, postal and email addresses, phone numbers, occupations, the dates each Member became a Member, and whether or not the Member is financial under Rule 2.12,
(b) On reasonable notice and at reasonable times:

(i) Make available for inspection by Entitled Members copies of this constitution and of any Society regulations, bylaws or policies, and copies shall be provided (at a reasonable cost) to any Entitled Member on request,
(ii) Permit Council Members and Entitled Members to inspect the Membership Register,
(iii) Permit Council Members and Entitled Members to inspect the Register of Disclosures, and
(iv) Provide Entitled Members with access to the financial statements presented to the last Annual General Meeting and the minutes of any previous General Meetings.

2.6 Every Member (including Life, Honorary and Supporting Members) shall advise the Secretary of any change of name, postal and email address, phone number, and occupation.

2.7 Membership obligations and rights:

(a) All Members (including Council members) shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
(b) A Member is 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) only if all subscriptions and any other fees have been paid by due date (see Rule 2.12), but no Member or Honorary Life Member is liable for an obligation of the Society by reason only of being a Member.
(c) Any Member that is a body corporate or partnership admitted to membership under Rule 2.3 shall provide the Secretary with the name and contact details of the person who is the organisation’s authorised representative (and Rule 2.6 shall apply to those details), and if the organisation is an Entitled Member that person shall be deemed to be the organisation’s proxy for the purposes of Rule 3.10 and entitled to vote for that Member pursuant to Rule 3.16.
(d) Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.

2.8 Other than as permitted under Rule 2.5(b), or by resolution of the Council, a Member is not entitled to inspect or copy the minutes of Council or Council sub-committee meetings or the Society’s records, but is entitled, subject to the provisions of the Statute, to access information the Society holds about that Member (but not about other Members).

2.9 The Society shall be entitled to collect and record information about Members for the Society’s purposes, including information in the Membership Register and in the agendas and minutes of Council meetings and General Meetings.

2.10 The Council may decide whether and how Members may access or use 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 levies

2.11 The annual subscription and any other fees for different classes of membership for the then current financial year shall be set by resolution of the Council (which can also decide that payment may be made by periodic instalments).

2.12 The Council or a General Meeting may by resolution impose a levy or levies on Members in different classes of membership (except Life and Honorary Members) in any financial year up to a maximum totalling 50% of the annual subscription for that year for each class of Member.

2.13 Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within one calendar month 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 six months of the due date for payment of the subscription, any other fees, or levy the Council may terminate the Member’s membership (without being required to give prior notice to that Member).

Member Resignations

2.14 Any Member is deemed to have ceased to be a Member on death (or if a body corporate on liquidation or if a partnership on dissolution of the partnership), and may resign from that Member’s class of membership by written notice to the Secretary, and each such resignation shall take effect on the date of receipt by the Secretary or any subsequent date stated in the notice of resignation, and Rule 2.16 shall apply. Where a Member:

(a) Dies the executors, trustees or administrators of the deceased Member’s estate shall, following their advice to the Secretary that they are administering the estate, be entitled to exercise the deceased Member’s rights under this constitution, or
(b) If the Member Is a body corporate that has been placed in receivership or liquidation the receiver or liquidator shall, following their advice to the Secretary that they have been appointed, be entitled to exercise the Member’s rights under this constitution, and
(c) If the Member is a partnership, on its dissolution Member’s cattle and herd shall be removed from the Herd Database if they have not been transferred to some other Member or person or entity who becomes a Member within three months of such dissolution.

2.15 The Council may declare that a Member is no longer a Member (from the date of that declaration or such date as may be specified) if that Member ceases to be qualified to be a Member or is convicted of any offence for which a convicted person may be imprisoned, is declared bankrupt, makes a composition with creditors, enters the no asset procedure under the Insolvency Act 2006, or (if a body corporate) is wound up or placed in receivership or liquidation.

2.16 When a Member resigns or when a Member’s membership is terminated under this constitution the Member

(a) Remains liable to pay all subscriptions, levies and other fees to the end of the Society’s next balance date under Rule 4.16, and any costs ordered to be paid in respect of any grievance or complaint,
(b) Shall cease to hold himself or herself out as a Member of the Society, and
(c) Shall return to the Society all material provided to Members by the Association (including any membership certificate, badges, handbooks and manuals), and
(d) May later re-apply for membership in accordance with Rule 2.3 (in which event the reasons for the previous termination of membership may be taken into account in considering that application), and (
e) Shall cease to be entitled to any of the rights of Society Members. Grievances, Disputes, Complaints and Discipline 2.17 All disputes (including Member grievances, and complaints and disciplinary action against Members) shall be dealt with in accordance with the Statute and the procedures set out in the Schedule to this Constitution.

Annual General Meetings

3.1 The Annual General Meeting (which only Entitled Members and Honorary Life Members are entitled to attend) shall be held not later than 6 months after the balance date under Rule 4.16 and not later than 15 months after the previous Annual General Meeting) on a date, at a time and at venue/s fixed by the Council.

3.2 The agenda and business of the Annual General Meeting shall include:

(a) Minutes of the previous General Meeting(s),
(b) Annual Report of the Council on the affairs of the Society,
(c) Financial statements of the Society for the most recent financial year,
(d) Appointment of a member of the New Zealand Association of Accountants who is not a Member to conduct a financial review or audit of the annual accounts of the Association if the Annual General Meeting wishes to make such appointment or if the Society is required by statute to have a review or audit (see also Rule 4.18),
(e) A summary of the nature and extent of any disclosures or the types of disclosures made by Council members of interest in matters being considered by or affecting the Society, recorded since the previous Annual General Meeting (see Rule 5.8),
(f) Election of any Patron(s) (optional), but no Patron is a Council member unless elected to the Council under Rules 4.1-4.4,
(g) Election of the Council in accordance with Rules 4.1-4.4,
(h) Motions of which notice has been given under Rule 3.3,
(i) Approval of any levies on Members recommended by the Council, and
(j) General business.

3.3 Any Entitled Member wishing to give notice of any motion for consideration at the Annual General Meeting shall forward written notice of the same to the Secretary at least a calendar month before the date of the Meeting. The Council may consider all such notices of motion and may notify Entitled Members of its recommendations in respect of such notices of motion at any time before the Annual General Meeting in accordance with Rule 3.8 or at the Annual General Meeting.

Extraordinary General Meetings

3.4 Extraordinary General Meetings (which only Entitled Members and Honorary Life Members are entitled to attend) shall be called by:

(a) The Council, or
(b) Within a calendar month of written requisition to the Secretary signed by not less than a fifth of the Entitled Members and such requisition must specify the business to be considered by the Extraordinary General Meeting.

3.5 An Extraordinary General Meeting shall consider and deal only with the business specified in the Council’s resolution or the written requisition calling the Meeting.

3.6 If the Council fails to convene an Extraordinary General Meeting within a calendar month of receipt of a written requisition under Rule 3.4(b) those requisitioning the Extraordinary General Meeting may convene it in accordance with the procedures set out in Rules 3.7-3.8.

Calling and Notice of General Meetings

3.7 At least 21 clear days before any General Meeting the Secretary shall, in accordance with Rule 3.8:

(a) Give notice to all Entitled Members and Honorary Life Members of the venue/s, date, time and business to be conducted at the General Meeting, and
(b) In the case of Annual General Meetings send all Entitled Members copies of the Annual Report, financial statements of the most recent financial year, a list of and information about nominees under Rule 4.3, and notice of any motions and the Council’s recommendations in respect of any notices of motion.

3.8 Notices to Members may be given by post, email, or fax and:

(a) If sent by email or fax shall be deemed to have been received the day it was sent, and
(b) If sent by post, shall be deemed to have been received the third day after being sent, and the failure for any reason of any Member to receive such notice or information shall not invalidate the meeting or its proceedings.

Procedure at General Meetings

3.9 General Meetings may be held at two or more venues using any audio, audio and visual, or electronic communication technology that gives each Entitled Member attending in person or by proxy a reasonable opportunity to participate.

3.10 General Meetings may be attended by:

(a) All Entitled Members in person or by proxy, and
(b) Associate, Junior and Honorary Members who may speak but not vote.

3.11 If within half an hour after the time appointed for a General Meeting to commence the quorum required under Rule 3.13 is not present the meeting shall stand adjourned for seven days to the same time and venue/s, and if at such adjourned meeting the required quorum under Rule 3.13 is not present those present in person or by proxy (as provided for in Rule 3.10 or if a body corporate or partnership by a representative appointed pursuant to Rule 2.7(c)) shall be deemed to be a sufficient quorum.

3.12 An Entitled Member shall have the following rights at a General Meeting:

(a) An individual Entitled Member shall be entitled to attend, speak and vote 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
(b) The person authorised under Rule 2.7(c) by a body corporate or partnership Entitled Member shall be entitled to attend, speak and vote on behalf of that body corporate or partnership Entitled Member, and no other proxy voting shall be permitted.

3.13 The quorum for General Meetings is a fifth of the Entitled Members who are in attendance in person or if a body corporate or partnership by a representative appointed pursuant to Rule 2.7(c), when the meeting is called to order and present throughout the meeting. Any decisions made when a quorum is not present are invalid.

3.14 Every General Meeting shall be chaired by:

(a) The Chairperson, or
(b) In the Chairperson absence, by the Vice-Chairperson, or
(c) In the absence of both of them by some other Council member elected for the purpose by the meeting, or
(d) By some independent person appointed by resolution of the Council, or
(e) Failing the election or appointment of a chairperson under the foregoing provisions, by a person elected for the purpose by the meeting, and any such chairperson shall have the following powers and discretions:
(f) To decide the order of business,
(g) To exercise a deliberative and a casting vote,
(h) To 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
(i) In the absence of a quorum or in the case of emergency, to adjourn the Meeting or declare it closed.

3.15 The Society by resolution of a General Meeting may adopt a guide to or rules of meeting procedure for General Meetings and Council meetings, and in the absence of such a resolution all General Meetings and Council meetings shall be conducted in accordance with standard New Zealand meeting procedure.

Voting at General Meetings and by Remote Ballot

3.16 An Entitled Member is entitled to exercise one vote on any motion at a General Meeting or by remote ballot, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the chairperson or of two or more Entitled Members present, by secret ballot.

3.17 Unless otherwise required by this constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy (as provided for in Rule 3.13) and voting at a General Meeting.

3.18 In respect of remote ballots held under this constitution:

(a) Only Entitled Members may vote in any remote ballot notified to them in accordance with the procedures under Rule 3.8,
(b) The resolution to hold a remote ballot shall set a closing date and time for ballots to be received by the Secretary, but the closing date shall be no earlier than 15 clear days after the date ballot papers are notified to Entitled Members,
(c) In respect of any motion to amend this constitution by remote ballot, the motion shall be accompanied by reasons and recommendations from the Council, and such motion must be passed by a two-thirds majority of those voting,
(d) Voting in a remote ballot may be by ballots (identifying and signed by the Entitled Member voting) returned to the Secretary by email, mail, delivery, or fax, or through website voting,
(e) The Secretary shall declare the result of the remote ballot, (f) The result of any remote ballot shall be as effective and binding on Members as a resolution passed at a General Meeting, and
(g) The failure for any reason of any Entitled Member to receive any notice relating to a remote ballot or of the Secretary to receive any completed ballot paper shall not invalidate the result of the remote ballot.

3.19 A resolution passed by the required majority at any General Meeting or by remote ballot binds all Members, irrespective of whether or not they were present or represented at any General Meeting when the resolution was adopted and whether or not they voted.

Constitution and election of Council

4.1 The Society’s Council shall consist of between five and eight Entitled Members (and the number shall be determined by the Council before nominations are sought pursuant to Rule 4.3(c))) elected under Rules 4.2 and 4.3 or appointed under Rule 4.5 and each Council member shall hold office for a term of three years expiring at the end of the Annual General Meeting held in the third year after that Council member’s election.

4.2 Nominees for election must be Entitled Members who own or part-own a herd of Simmental and/or Simmental cross cattle (including as a shareholder of a body corporate or partnership) who are not prevented from serving on the Council under Rule 5.9.

4.3 The election of Council members shall be conducted as follows:

(a) The Council shall fix the date for the election (if required) of Council members in each year, and such date (the “Election Date”) shall be not less than a calendar month before the date of the Annual General Meeting in that year.
(b) Retiring Council members shall be eligible to stand for re-election.
(c) At least two calendar months before the date for the closing of nominations under Rule 4.3(d) the Secretary shall, in accordance with the procedures under Rule 3.8, notify all Entitled Members by posting or emailing to a notice setting out the names of those Council members whose terms expire at the end of the forthcoming Annual General Meeting, the number of vacancies to be filled by election, and calling for nominations.
(d) Candidates for election to the Council shall forward to the Secretary a written nomination in a form approved by the Council and signed by the candidate and by two other Entitled Members, and such nomination form shall be received by the Secretary at least a calendar month before the Election Date.
(e) If the number of valid nominations received by the closing date for nominations under Rule 4.3(d) matches or are less than the number of vacancies those nominated shall be deemed to have been elected, and if insufficient nominations have been received the Council may fill any remaining vacancy or vacancies by appointing an Entitled Member or Members to fill that remaining vacancy or vacancies for such period as the Council may determine at the time of filling the vacancy.
(f) If more valid nominations are received by the closing date for nominations under Rule 4.3(d) than there are vacancies, then at least three weeks before the Election Date the Secretary shall, in accordance with the procedures under Rules 3.8, notify all Entitled Members by posting or emailing to them a voting paper listing all nominees and such information (not exceeding one side of an A4 sheet of paper) as may have been supplied to the Secretary by or on behalf of each nominee in support of the nomination.
(g) Voting papers shall be returned to the Secretary not later than midday on the Election Date, and if the Secretary fails for any reason to receive any voting papers that failure shall not invalidate the election.
(h) The Council shall appoint two scrutineers to tally the votes received under Rule 4.3(g) and:

(i) Those candidates gaining the most valid votes required to fill the vacancies shall be deemed to have been elected,
(ii) Where two or more candidates gain an equal number of votes to fill a vacancy the successful candidate shall be chosen by lot conducted by the scrutineers,
(iii) The scrutineers shall notify the Secretary of the names of the successful candidates, and the Secretary shall then advise all Entitled Members of those names as soon as practicable after being advised of the names by the scrutineers, and
(iv) The voting papers shall be destroyed by the Secretary immediately after the end of the Annual General Meeting.

(i) The failure for any reason of any Entitled Member to receive any notification under Rule 4.3(c) or (f) or of the Secretary to receive a completed voting paper under Rule 4.3(g) shall not invalidate the election.

4.4 At the first Council meeting after each Annual General Meeting the Council shall, by secret ballot, elect one of its members as Chairperson and one of its members as Vice-Chairperson, and they shall hold office until the close of the next Annual General Meeting. Should the Chairperson’s position become vacant before the next Annual General Meeting that office shall be filled by the Vice-Chairperson until the close of the next Annual General Meeting. Any vacancy in the office of Vice-Chairperson shall be filled by the Council.

4.5 If a vacancy in the position of any Council member occurs between Annual General Meetings (whether under Rule 5.9 or by death, resignation in writing delivered to the Registered Office, removal or retirement) that vacancy shall be filled:

(a) By appointment by resolution of the Council of an Entitled Member who meets the criteria set out in Rule 4.2, or
(b) If the Council so resolves, by an election conducted in accordance with Rules 4.3(c)-(i), and any person so appointed or elected shall hold office for the balance of the term of the Council member whose position has been filled by such appointment or election.

Chairperson and Vice-Chairperson

4.6 The Chairperson shall, in addition to all other duties described in this constitution, generally oversee and direct the affairs and business of the Society and act as spokesperson for the Society.

4.7 The Vice-Chairperson shall assist the Chairperson and, in the absence or the event of the inability of the Chairperson, the Vice-Chairperson shall undertake all duties and have all the powers of the Chairperson. In addition, the Vice-Chairperson shall be the Society’s contact officer whom the Registrar of Incorporated Societies can contact when needed, and must be at least 18 years of age and must at all times be resident in New Zealand and not disqualified under the Statute or under Rule 5.9 from holding that office, and any change in that contact officer or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 working days after that change occurs or after the Society became aware of the change.

Secretary, Records and Registered Office

4.8 The Secretary shall record the minutes of all General Meetings and Council meetings, and, in the absence of proof to the contrary, all such minutes when confirmed by the next such meeting and signed by the chairperson of that meeting shall be:

(a) Confirmation that that meeting was duly called, and
(b) Accepted as a true and correct record of what occurred at that meeting.

4.9 The Secretary shall:

(a) Maintain the Membership Register,
(b) Hold the Society’s records, documents, and books (and paper records may be digitally recorded and stored),
(c) Maintain the Register of Disclosures,
(d) Lodge with Registrar of Incorporated Societies annual return in a form and as required by the Statute,
(e) Deal with and answer Society correspondence, and
(f) Perform such other duties as directed by the Council.

4.10 The Registered Office of the Society shall be at such place as the Council from time to time determines, and changes to the Registered Office shall immediately be notified to the Registrar of Incorporated Societies in a form and as required by the Statute.

Treasurer and Financial Procedures

4.11 The Treasurer shall:

(a) Keep such written books of account as may be necessary to provide a true record of the Society’s financial position,
(b) Maintain an assets register recording the assets of the Society,
(c) Report on the Society’s financial position to each Council meeting,
(d) Present financial statements of the most recent financial year (in such format as may be required by law) to the Annual General Meeting, and
(e) File copies of those financial statements with the Registrar of Incorporated Societies in a form and as required by the Statute.

4.12 The Council shall maintain bank accounts in the name of the Society, and all payments and withdrawals shall be approved in writing (including by email) by the Treasurer and Chairperson, and electronic banking systems operated by any two of the Chairperson, Treasurer, and one other person designated by the Council.

4.13 All money received on account of the Society shall be banked within seven clear days of receipt.

4.14 All accounts paid or for payment shall be submitted to the Council for approval of payment.

4.15 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) in the same year.

4.16 The Annual General Meeting each year shall appoint a member of the New Zealand Institute of Chartered Accountants who is not a Member to conduct a financial review or audit of the annual accounts of the Society, and if any such person is unable to act the Council shall appoint a replacement.

Governance, Functions and Powers of Council

5.1 From the end of each Annual General Meeting until the end of the next, the Society shall be governed by the Council, 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, and at all times each Council member:

(a) Shall act in good faith and in what he or she believes to be the best interests of the Society,
(b) Must exercise all powers for a proper purpose,
(c) Must not act, or agree to the Society acting, in a manner that contravenes the Statute or this constitution,
(d) When exercising powers or performing duties as a Council 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 Council member and the nature of the responsibilities undertaken by him or her,
(e) 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
(f) 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.

5.2 Subject to this constitution and any resolution of any General Meeting the Council may:

(a) Approve resolutions by a majority of the members of the Council without the necessity for a physical Council meeting, and approval may be given by Council members all signing the resolution or approving it by email or other electronic means,
(b) Exercise all the Society’s powers, other than those required by the Statute or by this constitution to be exercised by the Society in General Meeting,
(c) May assign duties and/or delegate powers to Council members, and
(d) Enter into contracts on behalf of the Society or delegate such power to a Council member, sub-committee, employee or other person.

5.3 The Council shall meet as required at such times and venue/s and in such manner (including by audio, audio and visual, or electronic communication, provided that all such meeting participants must at all times be able to hear all participants speaking at the meeting) as it may determine, and otherwise where and how:

(a) As convened by the Chairperson, or Vice-Chairperson, or any three Council members, or the Secretary,
(b) On requisition of not less than 10 Entitled Members specifying the business to be conducted at such requisitioned Council meeting, in which event all Council members shall be given not less than 10 clear days’ notice of such requisitioned meeting.

5.4 All Council meetings shall be chaired by the Chairperson or in the Chairperson’s absence by the Vice-Chairperson, or in the absence of both of them by some other Council member elected for the purpose by the meeting, and any such chairperson shall have a deliberative and casting vote.

5.5 The Council may co-opt any person to the Council for a specific purpose, or for a limited period, or generally until the next Annual General Meeting, and unless otherwise specified by the Council any person so co-opted shall have full speaking and voting rights as a Council member.

5.6 The quorum for Council meetings is at least half the number of the Council members (see also Rule 5.8(c)). Only Council members elected under Rule 4.3, appointed under Rule 4.5, or co-opted under Rule 5.5 who are present in person or by audio, audio and visual, or electronic communication at a Council meeting shall be counted in the quorum and entitled to vote.

5.7 Termination of Council membership:

(a) A Council member shall immediately cease to hold office as a member of the Council if that Council member ceases to be an Entitled Member or provides the Secretary with a written resignation from the Council.
(b) A Council member shall immediately cease to hold office as a member of the Council if Rule 5.9 applies to that Council member.
(c) A Council member shall immediately cease to hold office as a member of the Council if that Council member is absent from 3 consecutive meetings of the Council without leave of absence having been applied for and granted.
(d) If any complaint is made about a Council member:

(i) The Council member must be given reasonable notice of the complaint, a reasonable time to prepare a response, and a fair opportunity to respond to the complaints at a General Meeting, and
(ii) If the complaint is upheld, must be given a fair opportunity to make submissions on possible penalties, and that Council member may then be removed from the Council or otherwise penalised by a resolution of a General Meeting, passed by a majority of those present and voting.

5.8 Conflicts of interest or loyalty of Council members:

(a) A Council member shall be considered to have an interest in a matter being considered by or affecting the Society if he or she:

(i) May derive a financial benefit from the matter,
(ii) Is the spouse, civil union or de facto partner, child, or parent of a person who may derive a financial benefit from the matter, or
(iii) May have a financial interest in a person or entity to which the matter relates, or
(iv) Is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person or entity to which the matter relates, but excluding the following interests:
(v) Arising merely because the Council member may receive any indemnity, insurance cover, remuneration or other benefits authorised by the Statute, or
(vi) Remote or insignificant interests of a nature that could not reasonably be regarded as likely to influence the Council member when carrying out his or her responsibilities, and
(vii) An interest that the Council member has in common with other Council Members as a result of membership of the Society.

(b) Any Council member having any such interest in a matter shall, as soon as practicable after becoming aware of the interest, disclose the same, and the Secretary shall record such disclosures in the Register of Disclosures (see also Rules 2.5(b)(iii) and 3.2(e)).
(c) Where any such interest in a matter has been disclosed:

(i) That Council member must not vote in any decision on the matter, but that person can be present at the time of the decision and can contribute to the discussion leading to the decision and must not sign any document relating to the entry into a transaction or the initiation of the matter, but
(ii) The Council may, where it considers it appropriate, exclude that person from any further discussion or involvement with the matter, but
(iii) The person who is prevented from voting on a matter because he or she has an interest in it may continue to be counted as part of the quorum of the Council, and
(iv) Where 50 per cent or more of those forming the Council’s quorum are prevented from voting on the matter because they have disclosed an interest, then the remaining Council members must call an Extraordinary General Meeting to determine the matter.

5.9 No Member may stand for office on the Council, and any person who is on the Council shall cease to be a Council member, if that person:

(a) Is or becomes an undischarged bankrupt, or
(b) Is or becomes 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
(c) Is or becomes a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a country, State, or territory outside New Zealand that is prescribed for the purposes of section 151(2)(eb) of the Companies Act 1993:

(i) Being a director of a body corporate incorporated outside New Zealand (an overseas company), or
(ii) Being a promoter of an overseas company, or
(iii) Being concerned in or taking part in the management of an overseas company, or

(d) Is or becomes disqualified from being an officer of a charitable entity under section 31(4) of the Charities Act 2005, or
(e) Has been or is convicted:

(i) Of an offence under subpart 6 of Part 4, or under any of sections 217 to 266 of the Crimes Act 1961, within the past 5 years, or
(ii) Within the past 5 years, in a country other than New Zealand, of an offence that is substantially similar to an offence specified in subparagraph (i), or
(iii) Of a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere,

(f) Is or becomes a person subject to:

(i) A banning order under the Statute, or
(ii) A management banning order under the Financial Markets Conduct Act 2013 or the Takeovers Act 1993, or
(iii) An order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
(iv) A confiscation order under the Proceeds of Crime Act 1991, or
(v) 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, or

(g) Is not or ceases to be an Entitled Member.

Subcommittees

5.10 The Council 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 Council:

(a) The quorum of every sub-committee is half the members of the sub-committee,
(b) No sub-committee shall have power to co-opt additional members,
(c) A sub-committee must not commit the Society to any financial expenditure without express authority, and
(d) A sub-committee must not further delegate any of its powers.

Incidental powers

5.11 The Council 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, fax or mail.

5.12 The Council from time to time may make and amend regulations, bylaws and policies for the conduct and control of Society activities and codes of conduct which shall be applicable to and binding on all Members, but no such regulations, bylaws, policies or codes of conduct shall be inconsistent with the Statute or this constitution.

5.13 Other than as prescribed by the Statute or this constitution (including under Rule 3.15), the Council may regulate its proceedings as it thinks fit.

5.14 Subject to the Statute, this constitution and the resolutions of General Meetings, the decisions of the Council on the interpretation of this constitution and all matters dealt with by it in accordance with this constitution and on matters not provided for in this constitution shall be final and binding on all Members.

5.15 Each Council member shall within 14 clear days of submitting a resignation or ceasing to hold office deliver to the Secretary all books, papers and other property of the Society possessed by such former Council member.

5.16 The Council shall employ or contract with a person or company to be the Society’s Secretary to administer and manage the affairs of the Society, and may also delegate to such person or company such of the powers and duties of the Treasurer as the Council thinks fit.

5.17 When exercising their powers and performing their functions Council members must individually and collectively:

(a) Act in good faith and in the best interests of the Society, and use their powers for a proper purpose,
(b) Comply with the Statute and with this constitution, except where the constitution contravenes the Statute,
(c) Exercise the degree of care and diligence that a reasonable person with the same responsibilities within the Society would exercise in the circumstances applying at the time,
(d) Not allow the activities of the Society to be carried on recklessly or in a manner that is likely to create a substantial risk of serious loss to the Society’s creditors, or (e) Not allow the Society to incur obligations that they do not reasonably believe will be fulfilled, and
(f) Must comply with the duties required of them under the Statute.

5.18 Indemnity for Council:

(a) No Council member shall be liable for the acts or defaults of any other Council member or any consequential loss caused by such acts or defaults, unless caused by their own wilful default or by their own wilful acquiescence.
(b) The Council and each Council member shall be indemnified by the Society for all liabilities and costs incurred by them acting in good faith in the proper performance of their functions and duties, other than as a result of their own wilful default or by their own wilful acquiescence, but no such indemnity shall be provided where this is prohibited by the Statute.

Association Contracts and Execution of Documents

5.19 The Society shall have a Common Seal which shall be retained by the Secretary. 5.20 Unless entered into by a delegate authorised under Rule 5.2(b), documents shall be executed for the Society pursuant to a resolution of the Council:

(a) By affixing the Common Seal witnessed by the Chairperson or Vice-Chairperson and counter-signed by some other Council member, or
(b) Where the document is not required by law to be executed under common seal, by the Chairperson or Vice-Chairperson and some other Council member signing on behalf of the Society, and all such signatories must be at least 18 years of age.

6.1 This constitution may be amended or replaced in accordance with Rule 6.4, provided that no amendment may be made which would:

(a) Alter any provision in this constitution precluding Members from obtaining any personal benefit or profit from their membership, or
(b) Otherwise conflict with the provisions of the Statute, but no change shall be made to the Society’s balance date without the prior approval of the Registrar of Incorporated Societies pursuant to the Statute.

6.2 Any proposed motion to amend or replace this constitution:

(a) May be proposed by the Council, or
(b) Shall be signed by at least a fifth of the Entitled Members and given in writing to the Secretary at two calendar months before the General Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal, and the Council shall decide whether to submit any such proposal to a General Meeting or to hold a remote ballot.

6.3 Unless the proposed motion is to be voted upon by remote ballot, the Secretary shall in accordance with Rules 3.7 and 3.8 notify all Entitled Members of the proposed motion 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 Council in respect such notice of motion.

6.4 Any resolution to amend or replace this constitution must be passed by a two-thirds majority of all Entitled Members: (a) Present and voting, or (b) Voting by remote ballot.

6.5 Every alteration to this constitution, including any change of its name, shall be promptly registered with the Registrar of Incorporated Societies as required by the Statute.

7.1 The Society may be wound up or liquidated or removed from the Register of Incorporated Societies under the provisions of the Statute provided that any such proposal is notified and approved as required in Subpart 6 of Part 5 of the Statute.

7.2 In accordance with Rules 3.7 and 3.8 the Secretary shall notify all Entitled 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 Council in respect such notice of motion.

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

7.4 If the Society is wound up or liquidated or removed from the Register of Incorporated Societies no distribution shall be made to any Member.

7.5 On the winding up or 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 some other institution, body, organisation, society or association having purposes similar to the Society, provided that on winding up by resolution under Rule 7.3 the Society may approve a different distribution to a different entity from that specified earlier in this Rule so long as the Society complies with this constitution in all other respects, but cannot otherwise change the allocation provided for in this constitution except by a valid constitutional amendment pursuant to Rule 6.0.

SCHEDULE – GRIEVANCES, DISPUTES, COMPLAINTS AND DISCIPLINE

The following disputes procedures are designed to enable and facilitate the fair, prompt and efficient resolution of grievances and complaints in a manner that complies with the requirements set out in the Statute. All Members (including the Council) are obliged to comply with these procedures to resolve grievances and complaints, and to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society’s activities.

(a) Any grievance by a Member, and any complaint by anyone, is to be lodged in writing by the complainant with the Secretary.
(b) The complainant raising a grievance or complaint and the Council must consider and discuss whether a grievance or complaint may best be resolved through informal discussions, mediation or arbitration. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
(c) Rather than investigate and deal with any grievance or complaint, the Council may:

(i) Appoint a sub-committee to deal with the same, or
(ii) Refer the same to an external arbitrator, arbitral tribunal, or external visitor (or referee), so long as minimum standards of natural justice consistent with those specified in the Statute are satisfied, and the Council or any such sub-committee or person considering any grievance or complaint is referred to in the balance of this Rule as the “decision-maker.”

(d) The decision-maker shall:

(i) Consider whether to investigate and deal with the grievance or complaint, and
(ii) May decline to do so (for instance, if the decision-maker is satisfied that the complainant has insufficient interest in the matter or otherwise lacks standing to raise it, the matter is trivial or does not appear to disclose material misconduct or material, the matter raised appears to be without foundation or there is no apparent evidence to support it, some damage to Members’ interests may arise, or the conduct, incident, event or issue has already been investigated and dealt with by the Society).

(e) Where the decision-maker decides to investigate and deal with a grievance, the following steps shall be taken:

(i) The complainant and the Member complained against must be advised of all details of the grievance,
(ii) The Member or the Society which is the subject of the grievance must be given an adequate time to prepare a response,
(iii) The complainant and the Member or the Society which is the subject of the grievance must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required, and
(iv) Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.

(f) Where the decision-maker decides to investigate and deal with a complaint, the following steps shall be taken:

(i) The complainant and the Member complained against must be advised of all allegations concerning the Member and of all details of the complaint,
(ii) The Member complained against must be given an adequate time to prepare a response,
(iii) The Member complained against must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required, and
(iv) Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.

(g) A Member may not make a decision on or participate as a decision-maker regarding a grievance or complaint if two or more Council members or the decision-maker considers that there are reasonable grounds to infer that the person may not approach the grievance or complaint impartially or without a predetermined view (and such a decision must be made taking into account the context of the Society and the particular case, and may include consideration of facts known by the other Members about the decision-maker so long as the decision is reasonably based on evidence that proves or disproves an inference that the decision-maker might not act impartially).
(h) The decision-maker may:

(i) Dismiss a grievance or complaint, or
(ii) Uphold a grievance and make such directions as the decision-maker thinks appropriate (with which the Society and Members shall comply),
(iii) Uphold a complaint and:

 Reprimand or admonish the Member, and/or
 Suspend the Member from membership for a specified period, or
 Terminate the Member’s membership, and

(i) Order the complainant (if a Member) or the Member complained against to meet any of the Society’s reasonable costs in dealing with a complaint.
(j) If the Member complained against resigns after a complaint is received the Society shall have power to continue to follow the procedures set out for investigating and making decisions on the complaint and, if the complaint is upheld, of imposing penalties and making orders for payment of costs.