This is the NZOSS' new Constitution, as of November 2019.
Table of Contents
- 1 Introductory rules
- 2 Members
- 3 General meetings
- 4 Committee
- 5 Committee meetings
- 6 Records
- 7 Finances
- 8 Dispute resolution
- 9 Winding up
- 10 Alterations to the Rules
- 11 Other
1 Introductory rules
The name of the society is New Zealand Open Source Society Incorporated (in these Rules referred to as the 'Society').
In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:
'Act' means the Incorporated Societies Act 1908 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.
'Annual General Meeting' means a meeting of the Members of the Society held once per year which, among other things, will receive and consider reports on the Society's activities and finances.
'Associated Person' means a person who:
- may obtain a financial benefit from any matter being dealt with by any Member (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.
- But no such Member shall be deemed to have any such interest:
- merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under 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.
'Chair/President' means the Committee Member responsible for, among other things, overseeing the governance and operations of the Society and chairing General Meetings.
'Clear Days' means complete days, excluding the first and last named days (for instance, excluding the date a Notice of meeting is posted or sent to Members and the date of the meeting).
'Committee' means the Society's governing body.
'Committee Member' means a member of the Committee, including the Chair/President, Secretary and Treasurer.
'Common Seal' is a characteristic, identifiable symbol or mark, and/or, a cryptographically valid key pair (e.g. GPG), that represents the Society and be used to sign visually and/or cryptographically, documents representing the position of the Society.
'Deputy Chair/Vice President' means the Committee Member elected or appointed to deputise in the absence of the Chair/President.
'General Meeting' means either an Annual General Meeting or a Special General Meeting of the Society.
'Matter' means (a) the Society's performance of its activities or exercise of its powers; or (b) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Society.
'Member' means a person properly admitted to the Society who has not ceased to be a member of the Society.
'Notice' to Members includes any notice given by post, courier or email; and the failure for any reason of any Member to receive such Notice or information shall not invalidate any meeting or its proceedings or any election.
'Register of Interests' means the register of interests of Committee Members kept under these Rules.
'Register of Members' means the register of Members kept under these Rules.
'Rules' means the rules in this document.
'Secretary' means the Committee Member responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording the minutes of General Meetings and Committee meetings.
'Special General Meeting' means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.
'Treasurer' means the Committee Member responsible for, among other things, overseeing the finances of the Society.
The Society is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes). Those purposes are:
- To advance education by creating opportunities for New Zealanders to learn about, use, and collaborate on Free and Open Source Software and openly licensed hardware, data, learning materials, and standards (among others) with the purpose of developing individual and community technological self-reliance, sovereignty, and empowerment.
- To benefit the community by leading and/or supporting community initiatives that enhance openness and offer educational opportunities for individuals and communities within NZ.
- To benefit the community by acting as a guardian of the word "open" in the context of technology and content, clarifying situations where the word is misused, e.g. by commercial interests for marketing purposes.
- To benefit the community and advance education by enriching the Commons (digital and social) through sharing Free and Open Source software, hardware, frameworks, standards, practices, and principles.
- To alleviate poverty by providing communities and individuals with access to and opportunities to learn about Free and Open Source tools - software, hardware, frameworks, practices, and principles.
- To benefit the community and advance education by informing the government about the implications of policy and bureaucratic decisions related to our "open" areas of interest.
Any income, benefit, or advantage must be used to advance the charitable purposes of the Society
No Member, or Associated Person, is allowed to take part in, or influence any decision made by the Society in respect of payments to, or on behalf of, the Member or Associated Person of any income, benefit, or advantage.
Any payments made to a Member or Associated Person must be for goods and services that advance the charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties.
1.4 Tikanga / Culture
See our Tikanga maintained externally, so that it can evolve and change more fluidly than the Society's Constitution.
1.5 Act and Regulations
Nothing in this Constitution authorises the Society to do anything which contravenes or is inconsistent with the Statute, any regulations made under the Statute, or any other legislation.
1.6 Registered office
The Registered Office of the Society shall be at such place in New Zealand as the Committee 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.
1.7 Power to borrow money
The Society has the power to borrow money.
1.8 Other powers
In addition to its statutory powers, the Society:
- may use its funds to pay the costs and expenses to advance or carry out its purposes, and to employ or contract with such people as may be appropriate, and
- may invest in any investment in which a trustee may lawfully invest.
2.1 Minimum number of members
The Society shall maintain the minimum number of Members required by the Act.
2.2 Types of members
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
A Member is an individual admitted to membership under these Rules and who has voting rights. Membership categories and costs are defined outside of this document in a publicly available and discoverable place.
2.3 Becoming a member: consent
Every applicant for membership must consent in writing to becoming a Member.
2.4 Becoming a member: process
An applicant for membership must complete and sign any application form, supply any information, or attend an interview, as required by the Committee.
The Committee may accept or decline an application for membership. The Committee must advise the applicant of its decision (but is not required to provide reasons for that decision).
2.5 Obligations and rights
Every Member shall provide the Society with that Member's name and contact details (at minimum an email address, and others required by the Act if any) and promptly advise the Society of any changes to those details.
Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.
2.6 Other obligations and rights
All Members (including Committee Members) shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Society's premises, facilities, equipment and other property) if all subscriptions and any other fees have been paid to the Society by due date, but no Member or Life Member is liable for an obligation of the Society by reason only of being a Member.
Any Member that is a body corporate shall provide the Secretary with the name and contact details of the person who is the organisation's authorised representative, and that person shall be deemed to be the organisation's proxy for the purposes of voting at General Meetings.
The Committee may decide what access or use Members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Society, including any conditions of and fees for such access or use.
2.7 Subscriptions and fees
The annual subscription and any other fees for membership for the then current financial year shall be set by resolution of a General Meeting (which can also decide that payment be made by periodic instalments).
Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within one (1) calendar month(s) of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any Society activity or to access or use the Society's premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within one (1) month of the due date for payment of the subscription, any other fees, or levy the Committee may terminate the Member's membership (without being required to give prior notice to that Member).
2.8 Ceasing to be a member
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 following a dispute resolution process under these Rules.
with effect from the death of the Member or the date of receipt by the Secretary, or any subsequent date stated in the notice of resignation, or termination of membership following a dispute resolution process under these Rules.
2.9 Obligations on resignation
A Member who resigns or whose membership is terminated under these Rules:
- remains liable to pay all subscriptions and other fees to the Society's next balance date,
- shall cease to hold himself or herself out as a Member of the Society, and
- shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks and manuals).
- shall cease to be entitled to any of the rights of a Society Member.
2.10 Becoming a member again
Any former Member may apply for re-admission in the manner prescribed for new applicants, and may be re-admitted only by resolution of the Committee.
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 Committee.
3 General meetings
3.1 Annual General Meetings
An Annual General Meeting shall be held once a year on a date and at a location determined by the Committee and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.
3.2 Annual General Meetings: business
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.
The Committee must, at each Annual General Meeting, present the following information:
- an annual report on the affairs of the Society during the most recently completed accounting period,
- the annual financial statements for that period, and
- notice of any disclosures of conflicts of interest made by Committee Members during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).
3.3 Special General Meetings
Special General Meetings may be called at any time by the Committee by resolution. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least ten (10) per cent of Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.
The Rules relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Committee's resolution or the written request by Members for the Meeting./
The Committee shall give all Members at least fourteen (14) Clear Days' Notice of any General Meeting and of the business to be conducted at that General Meeting.
The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.
All financial Members may attend, speak and vote at General Meetings:
- in person, or
- by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, or
- through the authorised representative of a body corporate as notified to the Secretary, and
- No other proxy voting shall be permitted.
No General Meeting may be held unless at least 15 eligible financial Members attend. This will constitute a quorum.
If, within half (1/2) an hour after the time appointed for a meeting a quorum is not present, the meeting -- if convened upon request of Members -- shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair/President of the Society, and if at such adjourned meeting a quorum is not present those present in person or by proxy shall be deemed to constitute a sufficient quorum. Any decisions made when a quorum is not present are not valid.
- General Meetings may be held at one or more venues using any real-time audio, audio and visual, or electronic communication that gives each member a reasonable opportunity to participate.
- All General Meetings shall be chaired by the Chair/President. If the Chair/President is absent, the meeting shall elect another Committee Member to chair that meeting
- Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, no casting vote
- Any person chairing a General Meeting may:
- With the consent of any that General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
- Direct that any person not entitled to be present at the Meeting, obstructing the business of the Meeting, behaving in a disorderly manner, being abusive, or failing to abide by the directions of the chairperson be removed from the Meeting, and
- In the absence of a quorum or in the case of emergency, adjourn the Meeting or declare it closed.
- The Committee may put forward motions for the Society to vote on ('Committee Motions'), which shall be notified to Members with the notice of the General Meeting.
- Any Member may request that a motion be voted on ('Member's Motion') at a General Meeting, by giving notice to the Secretary at least two (2) Clear Days before that meeting. The Member may also provide information in support of the motion ('Member's Information').
Minutes must be kept by the Secretary of all General Meetings.
The Committee will consist of five (5) to seven (7) Committee Members who are:
- Members; and
- natural persons; and
- not disqualified by these Rules or the Act.
The Committee will include:
- a Chair/President,
- a Deputy Chair/Vice President,
- a Secretary and a Treasurer, who may be the same person, and
not fewer than 2 or more than 9 other Committee Members.
Prior to election or appointment, every Committee Member must consent in writing to be a Committee Member and certify in writing that they are not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act.
The following persons are disqualified from being appointed or holding office as a Committee Member:
- a person who is under 16 years of age
- a person who is an undischarged bankrupt,
- a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993,
- a person who is disqualified from being a member of the Committee of a charitable entity under section 31(4)(b) of the Charities Act 2005,
- a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
- an offence under subpart 6 of Part 4,
- a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),
- an offence under section 143B of the Tax Administration Act 1994,
- an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii),
- a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere,
- a person subject to:
- an order under section 108 of the Credit Contracts and Consumer Finance Act 2003; or
- a forfeiture order under the Criminal Proceeds (Recovery) Act 2009; or
- a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
- a person who is disqualified from being a member of the Committee of a charitable entity under section 16 of the Charities Act 2005.
4.3 Election or appointment
The election of Committee Members shall be conducted as follows:
At least thirty (30) Clear Days before the date of the Annual General Meeting, the Secretary shall give Notice to all Members by posting or emailing to them such information (not exceeding one side of an A4 sheet of paper) as may be supplied to the Secretary by or on behalf of each nominee, in support of the nomination.
Only financial Members who are not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act may stand for election and vote in elections.
If there are insufficient valid nominations received under this Rule, but not otherwise, further nominations may be received from the floor at the Annual General Meeting.
Votes shall be cast in such a manner as the chairperson of the Annual General Meeting shall determine.
Two Members (who are not nominees) or non-Members appointed by the chairperson of the Annual General Meeting shall act as scrutineers for the counting of the votes and destruction of any voting papers.
The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
In the event of any vote being tied the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
The term of office for all Committee Members shall be 1year(s), expiring at the end of the Annual General Meeting In the year corresponding with the last year of each Committee Member's term of office.
Where a complaint is made about the actions or inaction of a Committee Member (and not in the Committee Member's capacity as a Member of the Society) the following steps shall be taken:
- The Committee Member who is the subject of the complaint, must be advised of all details of the complaint.
- The Committee Member who is the subject of the complaint, must be given adequate time to prepare a response.
- The complainant and the Committee Member who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Committee (excluding the Committee Member who is the subject of the complaint) if it considers that an oral hearing is required,.
- Any oral hearing shall be held by the Committee (excluding the Committee Member who is the subject of the complaint), and/or any oral or written statement or submissions shall be considered by the Committee (excluding the Committee Member who is the subject of the complaint).
If the complaint is upheld the Committee Member may be removed from the Committee by a resolution of the Committee or of a General Meeting, in either case passed by a two-thirds (2/3s) majority of those present and voting.
4.6 Cessation of Committee membership
A Committee Member shall be deemed to have ceased to be a Committee Member if that person ceases to be a Member.
Each Committee Member shall within 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 held by such former Committee Member.
From the end of each Annual General Meeting until the end of the next, the Society shall be governed by the Committee, which shall be accountable to the Members for the advancement of the Society's purposes and the implementation of resolutions approved by any General Meeting.
4.8 Officers' duties Mandatory
At all times each Committee Member:
- shall act in good faith and in what he or she believes to be the best interests of the Society,
- must exercise all powers for a proper purpose,
- must not act, or agree to the Society acting, in a manner that contravenes the Statute or this Constitution,
- when exercising powers or performing duties as a Committee Member, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation, the nature of the Society, the nature of the decision, and the position of the Committee Member and the nature of the responsibilities undertaken by him or her,
- must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society's creditors, or cause or allow the activities of the Society to be carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society's creditors, and
- must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.
Subject to these Rules and any resolution of any General Meeting the Committee may:
- exercise all the Society's powers, other than those required by the Act or by these Rules to be exercised by the Society in General Meeting, and
- enter into contracts on behalf of the Society or delegate such power to a Committee Member, sub-committee, employee, or other person.
The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:
- the quorum of every sub-committee is half (1/2) the members of the sub-committee,
- no sub-committee shall have power to co-opt additional members,
- a sub-committee must not commit the Society to any financial expenditure without express authority, and
- a sub-committee must not further delegate any of its powers.
4.11 General issues
The Committee and any sub-committee may act by resolution approved in the course of a telephone conference call or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee meeting.
Other than as prescribed by the Act or these Rules, the Committee or any sub-committee may regulate its proceedings as it thinks fit.
Subject to the Act, these Rules and the resolutions of General Meetings, the decisions of the Committee on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.
4.12 Conflicts of interest
A member of the Committee and/or of a sub-committee is interested in a matter if the member of the Committee and/or sub-committee:
may obtain a financial benefit from the matter; or
is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of a person who may obtain a financial benefit from the matter; or
may have a financial interest in a person to whom the matter relates; or
is a partner, director, member of the Committee and/or sub-committee, board member, or trustee of a person who may have a financial interest in a person to whom the matter relates.
However, a member of the Committee and/or sub-committee is not interested in a matter---
merely because the member of the Committee and/or sub-committee receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or
if the member of the Committee's and/or sub-committee's interest is the same or substantially the same as the benefit or interest of all or most other Members due to the membership of those Members; or
if the member of the Committee's and/or sub-committee's interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the member of the Committee in carrying out the member of the Committee's and/or sub-committee's responsibilities under the Act or the Rules; or
if the member of the Committee and/or sub-committee is a member of the committee of a union and the member of the Committee's and/or sub-committee's interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members' collective employment interests.
A member of the Committee and/or sub-committee who is interested in a matter relating to the Society must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)---
to the Committee and/or sub-committee; and
in an interests register kept by the Committee.
Disclosure must be made as soon as practicable after the member of the Committee and/or sub-committee becomes aware that they are interested in the matter.
A member of the Committee and/or sub-committee who is interested in a matter---
must not vote or take part in the decision of the Committee and/or sub-committee relating to the matter; and
must not sign any document relating to the entry into a transaction or the initiation of the matter; but
may take part in any discussion of the Committee and/or sub-committee relating to the matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise).
However a member of the Committee and/or sub-committee who is prevented from voting on a matter may still be counted for the purpose of determining whether ther ◦e is a quorum at any meeting at which the matter is considered.
Where 50 per cent or more of Committee Members are prevented from voting on a matter because they are interested in that matter, a Special General Meeting must be called to consider and determine the matter, unless all non-interested members agree otherwise, and where 50 per cent or more of the members of a sub-committee are prevented from voting on a matter because they are interested in that matter, the Committee shall consider and determine the matter.
5 Committee meetings
The Committee shall meet at least monthly (but need only meet once in the December-January period)at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chair/President or Secretary.
The quorum for Committee meetings is at least half (1/2) the number of Committee Members.
6.1 Register of members
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.
6.2 Contents of Register of members
The information contained in the Register of Members shall include each Member's:
- email address (if any)
- the date the Member became a Member,
- whether the Member is financial or unfinancial
Every Member shall promptly advise the Secretary of any change of their contact details.
6.3 Access to Register of members
With reasonable notice and at reasonable times, the Secretary shall make the Register of Members available for inspection by Members and Committee Members. However, no access will be given to information on the Register of Members to Members or any other person, other than as required by law.
6.4 Register of interests
The Secretary shall at all times maintain an up-to-date register of the interests disclosed by Committee Members.
6.5 Access to other information
A Member may at any time make a written request to a society for information held by the society.
The request must specify the information sought in sufficient detail to enable the information to be identified.
The Society must, within a reasonable time after receiving a request:
provide the information, or
agree to provide the information within a specified period, or
agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
refuse to provide the information, specifying the reasons for the refusal.
Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if:
withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
the disclosure of the information would, or would be likely to, prejudice the commercial position of the Society or of any of its Members, or
the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
withholding the information is necessary to maintain legal professional privilege, or
the disclosure of the information would, or would be likely to, breach an enactment, or
the burden to the society in responding to the request is substantially disproportionate to any benefit that the member (or any other person) will or may receive from the disclosure of the information, or
the request for the information is frivolous or vexatious.
If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 working days after receiving notification of the charge, the Member informs the Society
that the Member will pay the charge; or
that the Member considers the charge to be unreasonable.
Nothing in this Rule limits Information Privacy Principle 6 of the Privacy Act 1993.
7.1 Control and management
The funds and property of the Society shall be:
- controlled, invested and disposed of by the Committee, subject to these Rules, and
- devoted solely to the promotion of the purposes of the Society.
7.2 Balance date
The Society's financial year shall commence on June 1st of each year and end on May 31st (the latter date being the Society's balance date).
8 Dispute resolution
8.1 Raising disputes
Any grievance by a Member, and 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 Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society's activities.
The complainant raising a grievance or complaint, and the Committee, 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.
8.2 Investigating disputes
This rule concerns any grievances of members relating to their rights and interests as Members, and any complaints concerning the alleged conduct or discipline of members, collectively referred to as "disputes."
These disputes procedures are designed to enable and facilitate the fair, prompt and efficient resolution of grievances and complaints.
Rather than investigate and deal with any grievance or complaint, the Committee may:
- appoint a sub-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,
The Committee or any such sub-committee or person considering any grievance or complaint is referred to hereafter as the "decision-maker".
- shall consider whether to investigate and deal with the grievance or complaint, 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).
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.
Where the decision-maker decides to investigate and deal with a complaint, 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.
A Member may not make a decision on, or participate as a decision-maker in regards to a grievance or complaint, if two or more Committee Members, or the decision-maker, consider that there are reasonable grounds to infer that the person may not approach the grievance or complaint 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.
8.3 Resolving disputes
The decision-maker may:
- dismiss a grievance or complaint, or
- uphold a grievance and make such directions as the decision-maker thinks appropriate (with which the Society and Members shall comply),
- 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/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.
9 Winding up
The Society may be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.
The Secretary shall give Notice to all Members of the proposed motion to wind up the Society, or remove it from the Register of Incorporated Societies and of the General Meeting at which any such proposal is to be considered, of the reasons for the proposal, and of any recommendations from the Committee in respect to such notice of motion.
Any resolution to wind up the Society or remove it from the Register of Incorporated Societies must be passed by a two-thirds (2/3s) majority of all Members present and voting.
9.2 Surplus assets
If the Society is wound up, or liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Society's debts and liabilities, that property must be given or transferred to another organisation for a similar charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.
10 Alterations to the Rules
10.1 Amending these Rules
The Society may amend or replace these Rules at a General Meeting by a resolution passed by a two-thirds (2/3s) majority of those Members present and voting.
Any proposed motion to amend or replace these Rules shall be given in writing to the Secretary prior to the General or Special Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
At least seven (7) Clear Days before the General Meeting at which any amendment is to be considered the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.
When an amendment is approved by a General Meeting it shall be provided to Charities Services within three months of the date of the amendment.
11.1 Common seal
The common seal of the Society must be kept in the custody of the Secretary
The common seal may be affixed to any document:
by resolution of the Committee, and must be countersigned by two Committee Members or by one Committee Member and: the Secretary
by such other means as the Committee may resolve from time to time.
11.2 Contact person
The Society's Contact Officer must be:
- At least 18 years of age, and
- A Committee Member, and
- At all times be resident in New Zealand, and
- Not disqualified under the Statute from holding that office
and shall be appointed by the Committee
Any change in that Contact Officer or that person's name or contact details shall be advised to the Registrar of Incorporated Societies within 25 Clear Days of that change occurring, or the Society becoming aware of the change.
The Committee from time to time may make and amend bylaws, and policies for the conduct and control of Society activities and codes of conduct applicable to Members, but no such bylaws, policies or codes of conduct applicable to Members shall be inconsistent with the Act, regulations made under the Act, or these Rules.