The Constitution of the Levin Model Aeroplane Club Inc​​​​​​​

Name

The name of the society is the Levin Model Aeroplane Club Incorporated (in these Rules referred to as the ‘Society’).

Charitable status

The Society is not and does not intend to be registered as a charitable entity under the Charities Act 2005.

Definitions

In these Rules, words have the meaning set down in the Act. In all other instances, unless the context requires otherwise, the following words and phrases have the following meanings:

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

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

‘Bylaw’s’ means the rules set by the club to aid in its running and cover maters that are not included as part of the Constitution.

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

‘Committee’ means the Society’s governing body.

‘Committee Member’ means a member of the Committee, including the President, Secretary,Treasurer and    Club Captain.

‘Club Captain’ means the Committee Member elected or appointed to deputise in the absence of the President, to run the flying, competition and administrative activities of the club and, to coordinate the flying events of the varying disciplines.

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

‘Interested Member’ means a member who is interested in a matter for any of the reasons set out in section 62 of the Incorporated Societies Act 2022.

‘Interests Register’ means the register of interests of Officers, including Committee Members, kept under these Rules.

‘Matter’ means—

1. the Society’s performance of its activities or exercise of its powers; or
2. 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 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. No other matters can be entered into, other than that notified, at a Special General meeting.

‘Treasurer’ means the Committee Member responsible for, among other things, overseeing the finances of the Society.

‘Voting’ means All voting will be determined by simple majority, unless a number/percentage is required by any specific section of these Rules

‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, TeRā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

Purposes

The primary purpose of the Society is to:

• Foster the interest of building, flying and competition of model aircraft and provide a place and structure to support such activities.
• To affiliate / associate with like minded organisations, with the members agreement, to further the above purpose.

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

• any Member of the Society deriving any personal financial gain from membership of the Society, other than as may be permitted by law, or
• returning all or part of the surplus generated by the Society’s operations to Members, in money or in kind, or
• conferring any kind of ownership in the Society’s assets on Members

           but the Society will not operate for the financial gain of Members simply if the Society:

engages in trade, for 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 purposes of the Society.

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

Any payments made to an Interested Member must be for goods and services that advance the charitable purpose and must be reasonable and comparable to payments that would be made between unrelated parties.

Bylaws

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

Culture

The culture of the Society is as follows:

• The Levin Model Aeroplane Club Inc. will provide a supportive and inclusive culture for members with respect for the diversity each individual brings to the group.

            and these Rules shall be interpreted having regard to that culture.

Act and Regulations

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

Registered office

The Registered Office of the Society shall be at such place in New Zealand as the Committee from time to time determines, but will normally be that of the Secretary, and changes to the Registered Office shall immediately be notified to the Registrar of Incorporated Societies in a form and as required by the Act.

Power to borrow money

The Society does not have the power to borrow money.

Other powers

In addition to its statutory powers, the Society may (subject to exercising the care and skill that a prudent person of business would exercise in managing the affairs of others) for the purposes of carrying on any operation within the scope of its objects:

• use its funds to pay the costs and expenses to advance or carry out its objects,
• employ or contract with such people as may be appropriate, and
• invest in any investment.

MEMBERS

Minimum number of members

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

Types of members

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

• Member: A Member is an individual admitted to membership under these Rules and who or which has not ceased to be a Member. A Member is an individual over the age of eighteen years. (18)
• Junior: A Junior is an individual admitted to membership under these Rules and who or which has not ceased to be a Member. A Junior is an individual under the age of eighteen years. (18)
• Family Member: will apply to two adults and three children (or any combination not exceeding this number) that reside permanently at the same address.
• The cost of a family membership will be five dollars more than the senior member.
• Only one family member may be elected into the President, Secretary, Treasurer, Club Captain roles, Two family members may serve on the committee in total.
• Family membership will have two votes in any matter that requires voting.
• Life Member: A Life Member is a person honored for highly valued services to the Society elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions.
• Honorary Member: An Honorary Member is a person honored 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 voting. An Honorary Member has no membership rights, privileges or duties.
• Patron: The Patron will be elected, or confirmed, at the AGM and will have all the rights of a Member.

Becoming a member: consent

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

Becoming a member: process

An applicant for membership must complete and sign any application form, supply any information, or attend an interview, as may be reasonably required by the Committee regarding an application for membership.

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

Obligations and rights

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

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

Other obligations and rights

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

A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Society’s premises, facilities, equipment and other property) if all subscriptions and any other fees have been paid to the Society by their respective due dates, but no Member or Life Member is liable for an obligation of the Society by reason only of being a Member.

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

Subscriptions and fees

The annual subscription and any other fees for membership for the then current financial year shall be set by resolution of a General Meeting (at which it may also be decided whether payment can be made by periodic installments).

Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 1 calendar month of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any Society activity or to access or use the Society’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 2 calendar months of the due date for payment of the subscription, any other fees, or levy the Committee may terminate the Member’s membership (without being required to give prior notice to that Member).

Ceasing to be a member

A Member ceases to be a Member:

• on the date of death of the Member or
• on the date of receipt of the notice of resignation by the Secretary (or any subsequent date stated in the notice of resignation), or
• on the date of termination of membership under these Rules, or
• on the date specified in a resolution of the Committee.

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, keys and manuals).
• shall cease to be entitled to any of the rights of a Society Member.

Becoming a member again

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

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.

GENERAL MEETINGS

Annual General Meetings

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

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, (Presidents report)
• adopt the Treasurer’s report on the finances of the Society, and the annual financial statements,
• set 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).

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 25 per cent of Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.

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

Procedure

The Committee shall give all Members at least 20 Working 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 of the General Meeting.

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

• in person, or
• by a signed original written proxy, if by email from the proxies personal email address (a 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
• No other proxy voting shall be permitted.
• By attending remotely, via any electronic medium defined and advised to members no less than three days prior to the meeting. 

No General Meeting may be held unless at least 10 eligible financial Members attend. This will constitute a quorum.

If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the 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 President. If the President is absent, the Club Captain shall chair that meeting. If neither are present the Committee shall elect a Chair person.
• Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote
• Any person chairing a General Meeting may:
  • With the consent of 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 30 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’).

Minutes

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

COMMITTEE

Composition

The Committee will consist of 5 Committee Members who are:

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

The Committee will include:

• a President,
• a Club Captain,
• a Secretary and a Treasurer, who may be the same person, and

not fewer than 2 or more than 5 other Committee Members.

All positions will be elected annually

Administrator  If, for any reason, a sufficent number of members do not stand to form the numbers required to form a committee. Then the club may appoint an Administrator to carry out the day to day administration of the club and, elect three members, being President, Treasurer and Club Captain to be the Executive Committee and set the oversite of the Administrator and overall control of the club affairs. The Administrator may or may not be a club member and, will have no voting rights, except as a Member if they are a financial Member.        

Election or appointment

The election of Committee Members shall be conducted as follows

1. Committee Members shall be elected during Annual General Meetings. However, if a vacancy in the position of any Committee Member occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Committee (and any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act).
2. A candidate’s written nomination, accompanied by the written consent of the nominee (who must be a financial member) with a certificate that the nominee is not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act, shall be received by the Secretary at least 5 Working 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.
3. Votes shall be cast in such a manner as the person chairing the Meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
4. Two Members (who are not nominees) or non-Members appointed by the President shall act as scrutineers for the counting of the votes and destruction of any voting papers.
5. The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
6. 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).

Term

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

Removal

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

• The Committee Member who is the subject of the complaint, must be advised of all details of the complaint.
• The Committee Member who is the subject of the complaint, must be given adequate time to prepare a response.
• The complainant and the Committee Member who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Committee (excluding the Committee Member who is the subject of the complaint) if it considers that an oral hearing is required.
• Any oral hearing shall be held by the Committee (excluding the Committee Member who is the subject of the complaint), and/or any oral or written statement or submissions shall be considered by the Committee (excluding the Committee Member who is the subject of the complaint).

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

Cessation of Committee membership

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

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

Functions

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

Officers' duties

At all times each Committee Member:

1. shall act in good faith and in what he or she believes to be the best interests of the Society,
2. must exercise all powers for a proper purpose,
3. must not act, or agree to the Society acting, in a manner that contravenes the Act or these Rules,
4. 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, the position of the Committee Member and the nature of the responsibilities undertaken by him or her,
5. 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
6. must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.

Powers

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

• exercise all the Society's powers, other than those required by the Act or by these Rules to be exercised by the Society in General Meeting, and
• enter into contracts on behalf of the Society or delegate such power to a Committee Member, sub-committee, employee, or other person.

Sub-committees

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

• the quorum of every sub-committee is half the members of the sub-committee but not less than two,
• no sub-committee shall have power to co-opt additional members,
• a sub-committee must not commit the Society to any financial expenditure without express authority, and
• a sub-committee must not further delegate any of its powers.

General issues

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

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

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

Conflicts of interest

An Officer or a member of the Committee and/or member of a sub-committee who is an Interested Member in respect of any matter being considered by the Society, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—

1. to the Committee and or sub-committee; and
2. 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 an Interested Member regarding a matter—

1. must not vote or take part in the decision of the Committee and/or sub-committee relating to the matter; and
2. must not sign any document relating to the entry into a transaction or the initiation of the matter; but
3. may take part in any discussion of the Committee and/or sub-committee relating to the matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise).

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

Where 50 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.

COMMITTEE MEETINGS

Frequency

The Committee shall meet at least quarterly 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 President or Secretary.

Procedure

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

RECORDS

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.

Contents of Register of Members

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

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

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

Access to Register of Members

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

Access to other information

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

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

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

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

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

1. withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
2. 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
3. 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
4. withholding the information is necessary to maintain legal professional privilege, or
5. the disclosure of the information would, or would be likely to, breach an enactment, or
6. 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
7. 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 —

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

Nothing in this Rule limits Information Privacy Principle 6 of the Privacy Act 2020.

FINANCES

Control and management

The funds and property of the Society shall be:

• controlled, invested and disposed of by the Committee, subject to these Rules, and
• devoted solely to the promotion of the objects and purposes of the Society.

Balance date

The Society's financial year shall commence on 01/04 of each year and end on 31/03 (the latter date being the Society’s balance date).

DISPUTE RESOLUTION

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.

The resolution of all disputes must be conducted in a manner that is consistent with natural justice.

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".

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 2 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.

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.

WINDING UP

Process

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

The Secretary shall give Notice to all Members of:

• the proposed motion to wind up the Society or remove it from the Register of Incorporated Societies, and
• the General Meeting at which any such proposal is to be considered,
• the reasons for the proposal, and
• 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 majority of all Members present and voting.

Surplus assets

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

On the winding up or liquidation or removal from the Register of Incorporated Societies of the Society, its surplus assets after payment of all debts, costs and liabilities shall be vested in a likeminded organisation agreed to by the Members.

However, on winding up 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 and the Act in all other respects.

ALTERATIONS TO THE RULES

Amending these Rules

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

Any proposed motion to amend or replace these Rules shall be signed by at least 5 per cent of eligible Members and given in writing to the Secretary at least 30 Working Days before the General Meeting at which the motion is to be considered and accompanied by a written explanation of the reasons for the proposal.

At least 30 Working 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.

OTHER

Common seal

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

The common seal may be affixed to any document:

1. by resolution of the Committee, and must be countersigned by 1 Committee Member and
   the Secretary
2. by such other means as the Committee may resolve from time to time.

Contact person

The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.

The Society’s contact person must be:

• At least 18 years of age, and
• An Officer, and
• Ordinarily resident in New Zealand, and
• Not disqualified under the Act from holding that office.

and shall be appointed by the Committee

Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Society becoming aware of the change.