GENERAL CONSTITUTION RULES (No. 1)
A Constitution relating generally to the conduct of the affairs of
The INTERNATIONAL SOCIAL CAPITAL ASSOCIATION, Inc .
As a Non Profit Society in the country of New Zealand
I. INTRODUCTORY RULES
Article 1 Enactment & Name
1.01. Be it enacted and is hereby enacted as the Rules of the International Social Capital Association Incorporated (hereinafter called the Society).
1.02. The headings used in the Rules are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
1.03. The invalidity or unenforceability of any provision of this Constitution shall not affect the validity or enforceability of the remaining provisions of this Constitution.
Article 2 Definitions
2.01. In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:
- ‘Act’ means the Incorporated Societies Act 1908 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.
- ‘Annual General Meeting’ or ‘AGM’ 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.
- ‘Association’ means the relationships between the Society and persons, Associates, organizations or companies, to relate, collaborate, partnership, or generate activities or things to further the Society’s Purpose(s) or
- ‘Board’ means the ‘Board of Directors’ of the Society, which is the Society’s governing body.
- ‘Board Meeting’ means a meeting of the Directors of the
- ‘Chair’ or ‘Chair of the Board’ means the Director responsible for, among other things, overseeing the governance and operations of the Society and chairing General Meetings.
- ‘Committee’ means a sub-group of Directors, Members, or non-Members, or any combination of these, that may or may not be given governance abilities from the Board.
- ‘Committee Head’ means a Director or Member that chairs Committee meetings and is responsible for the organizing of that Committee and its roles, such as the recorder of the minutes for that Committee.
- ‘Dispute’ means any complaints concerning the alleged conduct or discipline of Members.
- ‘Director’ means a ‘Board Member;’ that is, a Member of the Board and the Society, whether it be the Chair, Secretary and/or Treasurer, and/or a general
- ‘Vice Chair’ means the Director elected or appointed to deputise in the absence of the Chair.
- ‘General Meeting’ means a Meeting of the Members of the
- ‘Grievance’ means a concern or complaint of a Member or otherwise relating to the rights and interests as Members.
- ‘Matter’ means (a) the Society’s performance of its activities or exercise of its powers; or (b) an arrangement, agreement, transaction, or contract made or entered into, or proposed to be entered into, by the Society.
- ‘Member’ means any person or an approved body corporate admitted to the Society who has not ceased to be a Member of the Society and who benefits from the matters of the Society.
- ‘Notice’ to Members includes any notice given by post, courier, or email; and the failure for any reason of any Member to receive such Notice or information shall not invalidate any meeting or its proceedings or any election.
- ‘Register of Directors’ Interests’ means the register of interests of Directors kept under these Rules; a ‘Register of Members’ Interests’ means the register of Members kept under these Rules.
- ‘Secretary’ means the Director responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording the Minutes of General Meetings, Board Meetings and Committee Meetings.
- ‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.
- ‘Treasurer’ means the Director responsible for, among other things, overseeing the finances of the Society and its returns.
2.02. An ‘Associate’ or ‘Associated Person’ is
- a person who:
- may obtain a financial benefit from any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) where that person is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of that Member;
- may have a financial ‘interest’ in a person to whom any Matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) relates;
- is a partner, director, officer, board member, or trustee of a person who may have a financial ‘interest’ in a person to whom any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) relates;
- may be interested in the matter because the Society’s constitution so provides.
- such that no such Member shall be deemed to have any ‘interest:’
- merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under this Act; or
- if that Member’s interest is the same or substantially the same as the benefit or interest of all or most other members of the Society due to the membership of those members; or
- if that Member’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence that Member in carrying out that Member’s responsibilities under this Act or the Society’s constitution; or
- if that Member is an officer of a union and that Member’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.
Article 3 Purpose(s)
3.01. The primary Purpose(s) of the Society is to:
- advance research on and the application of the social capital concept for the benefit of all;
- with the Aim to:
- advance the scholarship of social capital through development and clarification of conceptual and methodological approaches;
- improve the usefulness and practical application of the social capital concept to increase its impact for the benefit of everyone;
- cultivate a thriving global community focused on social capital research and practice;
- be a trusted and accessible source for social capital theory, research, practice, and policy advice;
- facilitate opportunities to publish, present, and promote social capital research and practical application;
- make information about social capital research and practice widely
- engage in activities, projects and programmes related to social capital, with the potential for revenue generation;
- return or disperse some of the surplus varied types of “capital” toward initiatives aligned with the organisation’s aims, vision and values.
Article 4 Culture
4.01. Vision. The Society’s vision is a world where social capital and its outcomes are valued, researched, and enabled amongst all peoples, so they may benefit from human sociability and connectedness.
4.02. Values. The Society maintains the Values of:
- Inclusivity – foster and promote diversity, equity & inclusion;
- Connection – foster and promote collaboration and a sense of belonging;
- Support – encourage giving, sharing, and helping;
- Service – work for the benefit of our membership and wider society;
- Integrity – operate with honesty, accountability, and ethical behaviour;
- Excellence – foster and promote excellence in scholarly inquiry;
- Pluralism – encourage respect for and appreciation of diverse ideas, perspectives, approaches, and methods;
- Sustainability – to support and enable practices and actions in line with Sustainable Development Goals;
- Giving – to return or disperse gained benefit to further the Society’s vision.
4.03Culture. The Culture (or “tikanga” in the Māori practices of New Zealand) of the Society is such that it:
- welcomes people from all backgrounds, such as any race, sex, gender-identity, culture, disability, appearance, or any other grouping or categorization;
- acts in accordance with democratic processes;
- seeks to keep in balance Members from all backgrounds to be represented within the Board and other official bodies of the Society;
- practices development and growth in line with the United Nations Sustainable Development Goals, and encourages its Members to consider the same;
- does not tolerate discrimination, bullying, or sexual harassment between its Members, Associates, Directors, collaborators, partners or the public;
- a commitment to action or practical application to solve the world’s most pressing problems
Article 5 Act and Regulations
5.01. Nothing in this Constitution authorizes the Society to do anything which contravenes or is inconsistent with the Statute, any regulations made under the Statute, or any other legislation, of New Zealand.
5.02. Where this Constitution due to its international affiliation and Membership does contravene or is inconsistent with the Statute, or any other legislation of New Zealand, it shall continue to do no such thing which contravenes or is inconsistent, until it has been decided in general favour by its Members to do such things, upon which time it will vote for a resolution.
Article 6 Powers
6.01. The Society has the power to enact and enable its Purpose(s) and Aims through (but not limited to) programs, projects, grants or financial support, partners, collaborations, communications, research, information dissemination, virtual spaces, a research collaboratorium, and/or otherwise.
6.02. The Society has the power to make or borrow money.
6.03. In addition to its statutory powers, the Society:
- may use its funds to pay the costs and expenses to advance or carry out its Purposes;
- employ, contract, collaborate or partner with such people or body corporations as may be appropriate; and
- invest in any investment in which any trustee might lawfully
6.04. The Society must not operate for the purpose of, or with the effect of:
- any Member of the Society deriving direct personal financial gain from the Membership of the Society, other than as may be permitted by law;
- returning all or part of the surplus generated by the Society’s operations to Members, in money or in kind, or
- granting any kind of ownership in the Society’s assets to
6.05. A Member, or Associate, may have personal financial gain due to their association with the Society if their gain comes as a result of the Society directing matters to the Member, or Associate, which it cannot partake in due to its Purpose. In such cases, the Member, or Associate, may not be allowed to take part in, or directly influence, any decision-making process made by the Society in respect to who, what, or when such matters may be directed. Such a Member, or Associate, may call for a Committee Meeting to decide such matters.
6.06. The Society will not be considered operating for the financial gain of Members simply if the Society:
- engages in trade, commerce, or revenue-generation;
- involves itself in matters that are incidental to the Purposes of the Society, pays a Member of the Society that is a body corporate that is not, or are the trustees of a trust that are not, carried on for the private pecuniary profit of any individual;
- 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;
- 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);
- pays any Member interest at no more than current commercial rates on loans made by that Member to the Society, or
- provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the Purpose(s) of the Society.
6.07. No Member, or Associate, is allowed to take part in, or influence any decision-making processes by the Society in respect of payments to, or on behalf of, that Member or Associate, of any income, benefit, or advantage.
6.08. Any payments made to a Member or Associate must be for goods and/or services that advance the Purpose of the Society, and must be reasonable and relative to payments that would be made between unrelated parties.
Article 7 Associations
7.01. The Society shall, from time to time, have different Associations to other persons, Associates, organizations or companies, to relate, collaborate, partnership, or generate activities or things to further the Society’s Purpose(s) or Aims.
7.02. Such Associations shall not impede the primary Purpose of the Society; but may generate benefits to the Society through (but not limited to) relational, informational, material, or personnel exchange, or through revenue or financial gain, as per these Rules and/or the Act.
7.03. If and when there is an association between the ‘for-profit’ company, Social Capital Research, and the Society, the Society shall:
- not be in conflict of interest, through decision-making or otherwise, that may benefit the Society or Company outside of what is allowed by the Act;
- not be in direct financial gain of fifty percent (50%) or more of its revenue from the Company;
- keep at arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transactions it engages in, each acting independently, and each acting in its own best interests; or are terms less favourable to the Company than those terms);
Article 8 Head Office
8.01. Location. The head office of the Society shall be situated in New Zealand at such places as the Directors may from time to time determine.
8.02. Another Head Office outside of New Zealand may be considered only after five (5) years of the incorporation date, and only upon approval of the Directors and Members of the Society. A rewriting of the Constitution may occur to suit regional differences, but may not change the general content or aims of the society until one (1) year after the transfer date.
8.03. Notice. Notice of the location of the Head Office, giving the postal address, shall be filed with the Registrar within fifteen (15) days after any change.
Article 9 Number of Members
9.01. The Society shall maintain the minimum number of Members required by the Act.
Article 10 Types of Members
10.01. The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
- ‘Individual Member’ is any person admitted to membership under these Rules and who or which has not ceased to be a Member.
- ‘Corporate Member’ is an approved body corporate admitted to membership under these Rules and who or which has not ceased to be a Member.
- an approval process must take place to admit a body corporate resulting in a vote of the Board.
- a Corporate Member may be a voting Member but not a Director, and/or may be a Committee Member but without voting rights on that Committee for decision-making processes.
- ‘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 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 or dues.
- ‘Honorary Member’ is a person honoured for services to the Society or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a simple majority of those present and An Honorary Member has no membership rights, privileges or duties.
Article 11 Becoming a Member
11.01. Every applicant for membership must consent in writing to becoming a Member.
11.02. An applicant for membership must complete and sign an application form, supply any information, or attend an interview, as required by the Board or a Committee appointed by the Board.
11.03. The Board may accept or decline an application for membership, even if approved by a membership Committee. The Board must advise the applicant of its decision (but is not required to provide reasons for that decision).
Article 12 Obligations and Rights
12.01. Every Member shall provide the Society with that Member’s name and contact details (including postal address, telephone number(s), email address, employer or affiliation, and/or website) and promptly advise the Society of any changes to those details.
12.02. Membership does not confer on any Member any right, title, or interest (legal or equitable) in the assets, revenue, or property of the Society.
12.03. All Members (including the Board and Committee Members) shall promote the interests and Purposes of the Society and shall do nothing to bring the Society into disrepute. Associates that do so may be deemed no longer an associate or Member, by way of a vote of the Board.
12.04. A Member is only entitled to exercise the rights of membership (including, but not limited to, attending and voting at General Meetings, accessing or using the Society’s property, facilities, equipment, or online accounts or virtual spaces) if all subscriptions and any other fees have been paid to the Society by the due date, and thus is current or in good standing and not in arrears. However, no Member or Life Member is liable for an obligation of the Society by reason only of being a Member.
12.05. Any Member that is a body corporate shall provide the Secretary with the name and contact details of the person who is the organization’s authorized Representative, and that person shall be deemed to be the organization’s proxy for the purposes of voting at General Meetings.
12.06. The Board may decide what access or use Members may have or of any property, facilities, equipment, online accounts or virtual spaces, or other physical spaces owned, occupied or otherwise used by the Society, including any conditions of and fees for such access or use.
Article 13 Subscriptions and Fees
13.01. 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).
13.02. Any Member failing to pay any dues, the annual subscription fee (including any periodic payment), any levy, or any capitation fees, within one (1) calendar month(s) of the date the same was due for payment shall be considered not current or not in good standing 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 property, facilities, equipment, or online accounts or virtual spaces, until all the arrears are paid. If such arrears are not paid within three (3) months of the due date for payment, the Board may terminate the Member’s membership (without being required to give prior notice to that Member).
Article 14 Ceasing to be a Member
14.01. A Member ceases to be a Member:
- on death (or if a body corporate, on liquidation; or if a partnership, on dissolution of the partnership); or
- by resignation from that Member’s class of membership by notice to the Secretary, or
- on termination of a Member’s membership due to the Member failing to pay any appropriate dues or the annual subscription fee (as per 12.02); or
- otherwise following a dispute resolution process under these
14.02. The Member ceases to be a Member in effect from the death of the Member or the date of receipt by the Secretary, or any subsequent date stated in the notice of resignation, or termination of membership following a dispute resolution process under these Rules.
Article 15 Obligations on Resignation
15.01. A Member who resigns or whose membership is terminated under these Rules:
- remains liable to pay all subscriptions and other fees or dues 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 certificates, materials, handbooks, manuals, keys, passwords, online accounts or virtual spaces).
- shall cease to be entitled to any of the rights of a Society
Article 16 Becoming a Member Again
16.01. 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 Board.
16.02. However, if a former Member’s membership was terminated following a dispute resolution process, the applicant may be re-admitted only by a General Meeting on the recommendation of the Board.
IV. MEMBER MEETINGS
Article 17 Annual General Meetings (AGM’s)
17.01. An Annual General Meeting (AGM) shall be held once a year on a date and at a location determined by the Board and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.
- The annual date shall be considerate of the financial year-end, such that the financial statements for the previous year may be readied in time for proper review.
17.02. The Annual General Meeting shall be run by the Board, or delegated to a Committee or sub-Committee of Members to run the Any change to this delegated authority by an original board meeting will require agreement by two thirds of the Directors present to be capable of taking effect.
17.03. The business of an Annual General Meeting shall be to:
- confirm the minutes of previous Society Meeting(s);
- adopt the annual report on Society business;
- adopt the Treasurer’s report on the finances of the Society, and the annual financial statements;
- set any subscriptions for the current financial year;
- consider any motions;
- consider any general business;
- set the dates for the next Annual General Meeting and at least four meetings of the Board during the next 12 months.
17.04. The Board must, at each Annual General Meeting, present the following information:
- an annual report on the affairs of the Society during the most recently completed accounting period,
- the annual financial statements for that period; and
- notice of any disclosures of conflicts of interest made by Directors during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).
Article 18 Special General Meetings
18.01Special General Meetings may be called at any time by the Board by resolution.
18.02. The Board must call a Special General Meeting if the Secretary receives a written request signed by at least fifteen per cent (15%) of Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.
18.03. The Rules relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting (see the below Article), and a Special General Meeting shall only consider and deal with the business specified in the Board’s resolution or the written request by Members for the Meeting.
Article 19 General Meetings
19.01. The Board shall give all Members at least 30 Days’ Notice of any General Meeting and of the business to be conducted at that General Meeting.
19.02. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.
19.03. All current Members in good-standing (those who are subscribed or have paid dues and not in arrears) may attend, speak and vote, at General Meetings:
- if present,
- by a signed original written proxy (an email with attached .pdf with official writing and signature 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, or
- through the authorized representative of a body corporate as notified to the Secretary, and
- no other proxy voting shall be permitted.
19.04. Quorum. No General Meeting may be held unless at least one fifth (20%) of eligible current Members attend. This will constitute a quorum.
- If, within half an hour (1/2 hr.) 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 Chair of the Society, and if at such adjourned meeting a quorum is not present those present in person or by proxy shall be deemed to constitute a sufficient quorum.
- Any decisions made when a quorum is not present are not valid.
19.05. Meetings may be held at one or more venues using any real-time audio, audio and visual, online, or electronic communication that gives each member a reasonable opportunity to participate.
19.06. All General Meetings shall be chaired by the Board Chair, or if the Chair is absent then the Vice Chair shall chair that meeting, or, it shall be chaired by a Head of a Committee delegated by the Board.
19.07. Any person chairing a General Meeting:
- has a deliberative and, in the event of a tied vote, a casting vote.
- may with the consent of that General Meeting, adjourn the General Meeting from time to time and from place to place. However, no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
- may choose to direct such 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 Chair be removed from the Meeting, and
- may in the absence of a quorum or in the case of emergency, adjourn the Meeting or declare it closed.
19.08. The Board may put forward motions for the Society to vote on (‘Board Motions’), which shall be notified to Members with the notice of the General Meeting.
19.09. Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary at least 21 Days before that meeting. The Member must also provide information in support of the motion (‘Member’s Information’).
Article 20 Minutes
20.01. Minutes must be kept by the Secretary of General Meetings, Special Meetings, and Board Meetings. Subcommittees and working groups would take their own minutes of their meetings.
V. MEMBERS OF THE BOARD
Article 21 Composition
21.01. The Board will consist of ‘Directors’ who are:
- Members of the Society; and
- natural persons, that is, not a company, corporation, partnership, sole proprietorship or unincorporated association; and
- not disqualified by these Rules or the
21.02. The Board will include:
- a Chair (also known as President),
- a Vice Chair (also known as Vice President),
- a Secretary and a Treasurer (who may be the same person);
21.03. The Board will consist of not fewer than five (5) or more than nine (9) Directors
21.04. Ideally the Board will not have more than two (2) Directors from any one country.
Article 22 Powers
22.01. The business affairs of the Society shall be governed by the Directors, who may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not by the Rules or any special resolution of the Society or by Statute expressly directed or required to be done by the Society at a general meeting of members.
22.02. The Board shall have the power to establish Committees or Subcommittees for such purposes and projects as the Board shall from time to time decide upon, and to delegate such powers to such Committees and its Head as from time to time the Board may consider necessary in carrying out the objectives of the Society.
22.03. The Board shall have the power to employ, hire, enter into contracts, or collaborate in partnerships, on behalf of the Society so that it may manage or carry out such acts and things that may be exercised or done by the Society to advance its Purposes.
22.04. Subject to the Act, these Rules and the resolutions of General Meetings, the decisions of the Board on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.
Article 23 First Applicants
23.01. The applicants for incorporation shall become the first Directors of the Society whose term of office on the Board shall be for a period not beyond the holding of the first annual meeting of the Society.
23.02. At the first General Meeting of Members, the Board then elected shall replace the provisional Directors named in the Application for Incorporation.
Article 24 Qualifications
24.01. Prior to election or appointment, every applicant must be a Member of the Society.
24.02. Every Director must consent in writing to be a Board Member and certify in writing that they are not disqualified from being appointed or holding office as a Director by these Rules or the Act.
24.03. The following persons are disqualified from being appointed or holding office as Director:
- a person who is under 21 years of age;
- a person who is prohibited from being a Director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993;
- a person who is disqualified from being a member of the Board of a charitable entity under section 31(4)(b) of the Charities Act 2005;
- a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
- an offence under subpart 6 of Part 4;
- a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961);
- an offence under section 143B of the Tax Administration Act 1994;
- an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii);
- a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere.
Article 25 Election or appointment
25.01. The election of Directors shall be conducted as follows:
- Directors shall be elected during Annual General Meetings. However, if a vacancy in the position of any Director occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Board. Any such appointee must, before appointment, supply a signed consent to appointment and a signed letter that the nominee is not disqualified from being appointed or holding office as a Director by these Rules or the Act.
- A candidate’s nomination with all official documentation as described in these Rules, shall be received by the Secretary at least 30 Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.
- A Nominating Committee shall be formed and is responsible for assisting the Board in developing criteria for selecting nominees and for recruiting, screening, and presenting candidates both for election, and for appointment in the case of at-large members. The Committee shall assist in conducting elections.
- 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 Board (excluding those in respect of whom the votes are tied).
- Two Members (who are not nominees) or non-Members appointed by the Chair shall act as scrutineers for the counting of the votes and destruction of any voting papers.
- The failure for any reason of any Member to receive such Notice shall not invalidate the election.
Article 26 Term(s)
26.01. Each term of office for all Directors shall be three (3) years, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Director’s term of office.
26.02. Except as otherwise provided in these Rules, Directors shall be eligible for re-election. However, no Director shall serve for more than three (3) consecutive terms.
26.03. Similarly, except as otherwise provided in these Rules, a Chair, Vice Chair, Secretary, and Treasurer, shall each be eligible for re-election. However, no one of these Directors shall serve for more than three (3) consecutive terms as Chair.
26.04. The terms of office for Directors shall be staggered so that the number of Directors retiring in each year shall be as equal as possible.
26.05. Where vacancies happen by resignation, death, disqualification or otherwise during the term of a Director, the term of office of any person appointed or elected in his or her place shall continue for the balance of the term of the Director replaced. Where two or more Directors are elected or appointed to replace Directors having different unexpired portions of their respective terms of office remaining, the Board shall declare to which term each Director is being appointed.
26.06. Where there is an increase in the size of the Board and the number of new Directors elected as a result of that increase is not a number divisible by three (3), the Board shall determine the terms of the new Directors, subject to the proviso that as nearly as possible one-third (1/3) of the total number of Directors shall be re-elected each year.
Article 27 Removal
27.01. The Members of the Society may, be in resolution passed by at least two thirds (66%) of the votes cast at a General Meeting of which notice specifying the intention to pass such a resolution has been given, remove any Director before the expiration of his term of office and may, by two thirds (66%) majority of the vote cast at such meeting, elect any person in their stead for the remainder of their term.
27.02. The Board may not be in resolution or cast votes with the intention to remove any Director before the expiration of his term of office, for any such reason other than by vote at a General Meeting (as per above) or by an official complaint submitted to the Secretary (as per below).
27.03. Where a complaint is made about the actions or inaction of a Director (and not in the Director’s capacity as a Member of the Society) the following steps shall be
- The Director who is the subject of the complaint, must be advised of all details of the complaint.
- The Director who is the subject of the complaint, must be given adequate time to prepare a response.
- The complainant and the Director who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Board (excluding the Director who is the subject of the complaint) if it considers that an oral hearing is required.
- Any oral hearing shall be held by the Board (excluding the Director who is the subject of the complaint), and/or any oral or written statement or submissions shall be considered by the Board (excluding the Director who is the subject of the complaint).
- If the complaint is upheld as per these Rules, the Director may be removed from the Board by a resolution of the Board or of a General Meeting, in either case passed by a two-thirds (66%) majority of those present and voting.
Article 28 Cessation of Director Membership
28.01. A Director shall be deemed to have ceased to be a Board Member if that person:
- resigns from the Board of Directors;
- ceases to be a Member;
- is found by a court to be of unsound mind;
- ceases to be alive.
28.02. A retiring Director shall:
- remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted.
- within 30 days of submitting a resignation, ceasing to hold a governance office position, or ceasing to be a Member, deliver to the Secretary all books, papers, property, materials or digital information such as passwords to online accounts or virtual spaces, of the Society held by such a former Director.
Article 29 Officers’ Mandatory Duties
29.01. At all times each Director:
- must exercise all powers for a proper Purpose in the Aims of the Society;
- shall act in good faith and in what they believe to be the best interests of the Society;
- must not act, or agree to the Society acting, in a manner that contravenes the Statute or this Constitution;
- when exercising powers or performing duties as a Director, 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 Director and the nature of the responsibilities undertaken by them;
- 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.
Article 30 Committees
30.01. The Board may appoint sub-groups of Directors, Members, or non-Members, or any combination of these, as a ‘Committee’ or ‘sub-Committee’ for such purposes as it thinks Such purposes may or may not be with governance or of operations of the Society, or with special ability as directed by the Board.
30.02. Unless otherwise resolved by the Board:
- each Committee shall have a Committee Head, who is a Director or Member that chairs that Committee and the associated sub-committee meeting(s), and is responsible for the organizing of the group or sub-group and its roles, such as the recorder of the minutes for that group or sub-group;
- the quorum of every Committee is half (1/2) its committee members,
- no Committee or sub-Committee shall have power to co-opt additional committee members,
30.03. a Committee or sub-Committee must not commit the Society to any financial expenditure without express authority from the Board, and
30.04. a Committee or sub-Committee must not further delegate any of its powers.
30.05. The Board may delegate powers to any Committee or sub-Committee to act by resolution approved in the course of a telephone conference call or through a written ballot conducted by email, electronic voting system, or post, and, any such resolution shall be recorded in the minutes of the next Board meeting.
30.06. Other than as prescribed by the Act or these Rules, the Board may relegate any Committee or sub-Committee to its proceedings as it thinks Without relegation from the Board, any Committee or sub-Committee may relegate its proceeding as it thinks fit, and the Board may retroactively overturn such proceedings should they not align with the proceedings as per the decision of the Board.
Article 31 Conflicts of interest
31.01. A Member of the Board and/or of a Committee or sub-Committee is ‘interested’ in a matter if the Member:
- may obtain financial benefit from the matter; or
- is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of a person who may obtain financial benefit from the matter; or
- may have a financial interest in a person to whom the matter relates; or
- is a partner, director, member of the Board and/or Committee or sub-Committee, or trustee of a person who may have a financial interest in a person to whom the matter relates.
31.02. However, a Member of the Board and/or Committee or sub-Committee is not ‘interested’ in a matter—
- merely because the Member of the Board and/or Committee or sub-Committee receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or
- if the Member of the Board’s and/or Committee’s or sub-Committee’s ‘interest’ is the same or substantially the same as the benefit or interest of all or most other Members due to the membership of those Members; or
- if the Member of the Board’s and/or Committee’s or sub-Committee’s ‘interest’ is so remote or insignificant that it cannot reasonably be regarded as likely to influence the Member of the Board in carrying out the Member of the Board’s and/or Committee’s or sub-Committee’s responsibilities under the Act or the Rules; or
- if the Member of the Board and/or Committee or sub-Committee is a Member of the committee of a union and the member of the Board’s and/or Committee’s or sub-Committee’s interest is merely as an Employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.
31.03. A member of the Board and/or Committee or sub-Committee who is interested in a matter relating to the Society must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
- to the Board and/or Committee; and
- in an ‘interests’ register kept by the Board.
31.04. Disclosure must be made as soon as practicable after the member of the Board and/or Committee or sub-Committee becomes aware that they are ‘interested’ in the matter.
31.05. A member of the Board and/or Committee or sub-Committee who is ‘interested’ in a matter—
- must not vote or take part in the decision of the Board and/or Committee or sub-Committee relating to the matter; and
- must not sign any document relating to the entry into a transaction or the initiation of the matter; and
- may not take part in any discussion of the Board and/or Committee or sub-Committee relating to the matter or be present at the time of the decision of the Board and/or Committee or sub-Committee (unless the Board and/or Committee or sub-Committee decide otherwise).
31.06. However a member of the Board and/or Committee or sub-Committee who is prevented from voting on a matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered.
31.07. Where fifty per cent (50%) or more of Directors are prevented from voting on a matter because they are interested in that matter, a Special General Meeting must be called to consider and determine the matter, unless all non-interested members agree otherwise, and where fifty per cent (50%) or more of the members of a Committee or sub-Committee are prevented from voting on a matter because they are interested in that matter, the Board shall consider and determine the matter.
Article 32 Indemnities to Directors
32.01. Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such, provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.
32.02. Every Director or officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society and its heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Society, from and against:
- all cost, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him of her in or about the execution of the duties of his or her office or in respect of any such liability; and
- all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their willful neglect or default.
VI. BOARD MEETINGS
Article 33 Place & Frequency
33.01. The Board 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 Chair or Secretary.
33.02. However, in general, Board Meetings will occur once every two (2x) calendar months, except the month of December if decided upon by the Board.
Article 34 Notice
34.01. A meeting of Directors may be convened any time by the Chair, the Vice Chair or any two (2) Directors provided that any two (2) Directors convening such a meeting do so in writing electronic mail (e-mail) to the Chair stating the reason for the meeting and the business to be brought before the Directors.
34.02. Notice of any regular meeting of Directors stating the day, hour and place/means of meeting shall be given to each Director at least ten (10) days before the meeting is to take place. Such notice shall be given by mail, phone, email, or other electronic communication as preferred by each Director.
34.03. Notice of any meeting of Directors on special occasions stating the day, hour and place/means of meeting shall be given to each Director at least five (5) days before the meeting is to take place. Such notice shall be given by mail, phone, email, or other electronic communication as preferred by each Director.
34.04. Meetings of the Board may be held at any time without formal notice if all the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Director and such waiver may be validly given either before or after the meeting to which such waiver relates.
34.05. If signed approval describing an action to be taken by the Board is gained from all Directors for any action, normally be taken by the board, then such approvals will be recorded in the records as being equal to a formal meeting of the Directors.
34.07. A majority of the total number of Directors in office shall form a quorum for the transaction of business by the Society. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Society.
Article 35 Procedure
35.01. Board Meetings shall be conducted in the culture of respect and due process; by some structure such as Robert’s Rules or otherwise to provide efficiency and decency to the Board and its Directors.
35.02. Voting or other decision-making processes may be requested to be anonymous; such that each Member may vote without being revealed to the Directorship or Membership, and ensure fair procedure.
Article 36 Register of Members
36.01. The Secretary shall keep an up-to-date Register of Members, recording for each Member their name, contact details, the date they became a Member, and any other information required by these Rules or prescribed by Regulations under the Act.
36.02. The information contained in the Register of Members shall include each Members’:
- email address;
- postal address (including country of address);
- employer or affiliation;
- the date the Member became a Member;
- whether the Member is current and in good standing or not;
- if a Director, then a postal address, and phone number, voice messaging system, or other electronic means to connect via audio or visual is required.
36.03. Every Member shall promptly advise the Secretary of any change of their contact details.
36.04. With reasonable notice and at reasonable times, the Secretary shall make the Register of Members available for inspection by Members and Directors, by resolution of the However, no access will be given to information on the Register of Members to Members or any other person, other than as required by law.
Article 37 Register of Interests
37.01. The Secretary shall at all times maintain an up-to-date register of the interests disclosed by Directors. Such interests shall be meeting minutes, meeting notes, attendance, and/or goings-on’s of the Board and its Committees or sub-Committees.
Article 38 Access to Information
38.01. A Member may at any time make a written request to a society for information held by the society.
38.02. The request must specify the information sought in sufficient detail to enable the information to be identified.
38.03. The Society must, within a reasonable time after receiving a request:
- provide the information, or
- agree to provide the information within a specified period, or
- agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
- refuse to provide the information, specifying the reasons for the refusal.
38.04. Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if:
- withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
- the disclosure of the information would, or would be likely to, prejudice the commercial position of the Society or of any of its Members, or
- the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
- withholding the information is necessary to maintain legal professional privilege, or
- the disclosure of the information would, or would be likely to, breach an enactment, or
- the burden to the society in responding to the request is substantially disproportionate to any benefit that the member (or any other person) will or may receive from the disclosure of the information, or
- the request for the information is frivolous or vexatious.
38.05. If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 working days after receiving notification of the charge, the Member informs the Society—
- that the Member will pay the charge; or
- that the Member considers the charge to be unreasonable.
38.06. Nothing in this Rule limits Information Privacy Principle 6 of the Privacy Act 1993.
Article 39 Control and Management
39.01. The funds and property of the Society shall be controlled, invested and disposed of by the Board, subject to these Rules and the Act, and devoted solely to the promotion of the purposes of the Society.
39.02. The Society’s financial year shall commence on January 1st of each year, and end on December 31st; with the latter date being the Society’s balance ‘year-end’ date.
39.03. The Society shall properly keep its financial books according to New Zealand regulations, to be accessible to the Board should they require it upon five (5) day’s notice or less; and shall be prepared as financial statements through professional accounting services each year, as per the standard business deadlines in New Zealand.
IX. DISPUTE RESOLUTION
Article 40 Raising Complaints
40.01. Any grievance by a Member, or any complaint by anyone, is to be lodged by the complainant with the Secretary in writing and must provide such details as are necessary to identify the details of the grievance or complaint. All Members (including the Board) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society’s activities.
40.02. The complainant raising a grievance or complaint, and the Board, must consider and discuss whether a grievance or complaint may best be resolved through informal discussions, mediation or Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
Article 41 Investigating Complaints
41.01. Grievances of members relates to their rights and interests as Members, and any complaints concerning the alleged conduct or discipline of members, collectively referred to as “Disputes.”
41.02. These grievances or disputes procedures are designed to enable and facilitate the fair, prompt and efficient resolution of grievances and complaints.
41.03. Rather than investigate and deal with any grievance or dispute, the Board may:
- appoint a Committee to deal with the same, or
- refer the same to an external arbitrator, arbitral tribunal, or external visitor (or referee), so long as minimum standards of natural justice and the following requirements under this rule are satisfied.
41.04. The Board or any such Committee or person considering resolution to any grievance or dispute is referred to hereafter as the ‘decision-maker.’ The decision-maker shall consider whether to investigate and deal with the grievance or dispute, and 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.
- the complainant has resigned the issue or sees no further action is necessary.
41.05. Where the decision-maker decides to investigate and deal with a Grievance, the following steps shall be taken:
- The complainant and the Member, or the Society which is the subject of the grievance, must be advised of all details of the grievance.
- The Member, or the Society which is the subject of the grievance, must be given an adequate time to prepare a response.
- 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.
- Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
- If the Society is the subject of the grievance, the decision-maker shall be as impartial as possible to the wills of the Society, and if found to be not impartial, a new decision-maker may be requested, who may be a non-Member.
41.06. Where the decision-maker decides to investigate and deal with a Dispute, the following steps shall be taken:
- The complainant and the Member complained against must be advised of all allegations concerning the Member, and all details of the complaint.
- The Member complained against must be given an adequate time to prepare a response.
- 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.
- Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
41.07. A Member may not make a decision on, or participate as a decision-maker in regards to a grievance or dispute, if two or more Directors, or the decision-maker, consider that there are reasonable grounds to infer that the person may not approach the grievance or dispute impartially, or without a predetermined view. Such a decision must take 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.
Article 42 Resolving Complaints
42.01. If the decision-maker is a Committee or the entire Board, that is, more than one person, they shall vote (anonymously) in regard to the final decision.
42.02. The decision-maker may:
- dismiss a grievance or dispute, or
- uphold a grievance and make such directions as the decision-maker thinks appropriate (with which the Society and Members shall comply),
- uphold a dispute and:
- reprimand or admonish the Member, and/or
- suspend the Member from membership for a specified period, or terminate the Member’s membership, and/or
- 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.
Article 43 Appealing Decisions
43.01. A Complainant may appeal the decision to decline investigation, or appeal the resolution by the decision-maker, if the decision-maker is a Committee or person, to the Board so that another Committee or the entire Board is the decision-maker. This appeal may be made twice (2x) only.
43.02. A Member that has been disputed may appeal the resolution by the decision-maker, if the decision-maker is a Committee or person, to the Board so that another Committee or the entire Board is the decision-maker. This appeal may be made twice (2x) only.
X. MANAGEMENT OF THE SOCIETY
Article 44 Management
44.01. The Board shall have the power to employ, hire, enter into contracts, or collaborate in partnerships, on behalf of the Society so that it may manage or carry out such acts and things that may be exercised or done by the Society to advance its Purpose(s).
44.02. Such Management may consist of, but not limited to:
- an Executive Director;
- a Bookkeeper or Accounting agent;
- a Program Director; or
- other such staff.
44.03. The Management will execute the Purpose(s) and Aim(s) of the Society under the governance of the Board, relegated to an Executive Director or collective of Managers, and be subject to tasks and duties thereof.
44.04. Such Management will not be in conflict of interest to the Management, the Society, the Rules of this Constitution, or the Act.
Article 45 Representative
45.01. A Management Representative, namely the Executive Director, will be present at each Member Meeting and Board Meeting, except when not required by or upon special request to the Board. However, the Executive Director may relegate a Representative role to staff either as from time-to-time, on-going or through rotation.
Article 46 Process
46.01. The Society may be dissolved, wound-up, liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the
46.02. The Secretary shall give Notice to all Members of
- the proposed motion to dissolve the Society, or remove it from the Register of Incorporated Societies;
- the General Meeting at which any such proposal is to be considered;
- the reasons for the proposal;
- and any recommendations from the Board in respect to such notice of motion.
46.03. Any resolution to dissolve the Society or remove it from the Register of Incorporated Societies must be passed by a two-thirds (66%) majority of all Members present and voting.
Article 47 Surplus Assets
47.01. If the Society is dissolved, its surplus assets after payment of all debts, costs and liabilities, shall be vested in a charity or other social purpose.
47.02. On the dissolution of the Society, any property may be distributed amongst its Members, in accordance with the Act.
47.03. However, on dissolution by resolution under this Rule, the Society may approve a different distribution to a different entity from that specified above, so long as the Society complies with these Rules in all other respects.
Article 48 Amending these Rules
48.01. The Society may amend or replace these Rules at a General Meeting by a resolution passed by a two-thirds (66%) of majority of those Members present and voting.
48.02. Any proposed motion to amend or replace these Rules shall be sent to the Secretary, to be considered by the Board for voting by the Membership at least 45 Days before a General Meeting, and accompanied by a written explanation of the reasons for the proposal.
48.03. Or, any proposed motion to amend or replace these Rules must be signed by at least fifteen per cent (15%) of eligible Members and given in writing to the Secretary at least 30 Days before a General Meeting, and accompanied by a written explanation of the reasons for the In this case, the voting will go straight to the Membership.
48.04. At least 30 Days before the General Meeting at which any amendment is to be considered, the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Board has.
48.05. 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.
Article 49 Common seal
49.01. The common seal of the Society must be kept in the custody of a Committee Member.
49.02. The common seal may be affixed to any document:
- by resolution of the Committee, and must be countersigned by two Committee Members or by one Committee Member and: the Secretary
- by such other means as the Committee may resolve from time to time.
Article 50 Contact person
50.01. The Society’s Contact Officer must be:
- at least 18 years of age;
- a Member in good standing;
- appointed by the Board;
- at all times be resident in New Zealand (so they may deal with the Registrar of Incorporated Societies);
- not disqualified under the Statute from holding that office;
- be on a Committee as approved of by the Board.
50.02. Any change in that Contact Officer or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 25 Days of that change occurring, or the Society becoming aware of the change.
Article 51 Effective Date
51.01. Effective Date. This Constitution shall come into force when confirmed by the Members in accordance with the Act, as per the initiation date below under the signatures of the initiation Members below.
51.02. Repeal. Any future Constitution of the Society which make previous this Constitution will repeal this Constitution as of the coming into force of this Constitution. Such repeal shall not affect the previous operation of any Rules so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any charter documents of the Society obtained pursuant to, any such Constitution prior to its repeal. All officers and persons acting under any Constitution so repealed shall continue to act as if appointed under the provisions of this Constitution and all resolutions of the Members or the Board or a Committee of the Board with continuing effect passed under any repealed Constitution shall continue to be good and valid except to the extent inconsistent with this Constitution and until amended or repealed.
PASSED by the Board of Directors:
the 24 day of December, in the year, 2021.
CONFIRMED by the Members:
the 24 day of December, in the year, 2021.