Southland Tramping & Outdoor Recreation Club

SOUTHLAND TRAMPING & OUTDOOR RECREATION CLUB

(Incorporated)

CONSTITUTION 2024

NZBN: 9429042734512

Certificate of Incorporation 225420

Index to Constitution of The Club

1.INTRODUCTORY RULES:

1.1 Name 4

1.2 Charitable Status 4

1.3 Definitions 4

1.4 Purpose 5

1.5 Act and Regulations 6

1.6 Restriction on Clubs Powers 6

1.7 Registered Office 6

1.8 Person(s) 6

2. MEMBERS:

2.1 Minimum Number of Members 6

2.2 Becoming a Member: Consent 7

2.3 Becoming a Member: Process 7

2.4 Members Obligations and Rights 7

2.5 Subscriptions and Fees 7

2.6 Types of Membership 7

2.7 Ceasing to be a Member 8

2.8 Obligations once Membership has ceased 8

3. GENERAL MEETINGS including ANNUAL GENERAL MEETINGS

3.1 Procedures for all General Meetings 8

3.2 Minutes 9

3.3 Annual General Meeting: When will they be held 10

3.4 Annual General Meeting: Business 10

3.5 Special General Meeting 10

4. COMMITTEE:

4.1 Committee Composition 11

4.2 Functions of the Committee 11

4.3 Powers of the Committee 11

4.4 Sub-Committees 11

4.5 General Matters: Committees 11

5. COMMITTEE MEETINGS

5.1 Procedure 11

5.2 Frequency 12

6. OFFICERS

6.1 Qualifications of Officers 12

6.2 Officers Duties 13

6.3 Election or Appointment of Officers 13

6.4 Term 14

6.5 Removal of Officer 14

6.6 Ceasing to hold Office 14

6.7 Conflicts of Interest 14

7. RECORDS

7.1 Register of Members 15

7.2 Interests Register 15

7.3 Access to Information for Members 16

8. FINANCES

8.1 Control and Management 16

8.2 Signing authority 17

8.3 Balance Date 17

8.4 Reviewer 17

9. DISPUTE RESOLUTION

9.1 Meaning of Disputes and Complaints 17

9.2 How Complaint is made 18

9.3 Person who makes complaint has right to be heard 19

9.4 Person who is subject to complaint has right to be heard 19

9.5 Investigating and determining dispute 20

9.6 Club may decide not to proceed further with dispute 20

9.7 Club may refer complaint 20

9.8 Decision Makers 20

10. LIQUIDATION AND REMOVAL FROM THE REGISTER

Resolving to put Club into Liquidation 21

Resolving to apply for removal from the Register 21

Surplus Assets 21

11. ALTERATIONS TO THE CONSTITUTION

11.1 Amending this Constitution 21

11.2 Bylaws 22

11.3 Ratification

12. Consent to be an Officer of the Club 23

1 Introductory Rules

1.1 Name

The name of the Club is Southland Tramping & Outdoor Recreation Club Incorporated.

(in this Constitution referred to as the ‘Club’).

1.2 Charitable status

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

1.3 Definitions

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

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

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

‘President’ means the Officer responsible for chairing General Meetings and committee meetings, and who provides leadership for the Club.

‘Club Captain’ means the Officer responsible for the safe running of trips and is the go-between between the Trip Leader and the Committee

‘Committee’ means the Club’s governing body.

‘Constitution’ means the rules in this document.

‘Vice President” means the Officer elected or appointed to deputise in the absence of the President.

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

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

‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act.

‘Matter’ means—

the Club’s performance of its activities or exercise of its powers; or
an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Club.

‘Member’ means a person who has consented to become a Member of the Club and has been properly admitted to the Club who has not ceased to be a Member of the Club.

‘Notice’ to Members includes any notice given by email, post, or courier.

‘Officer’ means a natural person who is:

a member of the Committee, or
occupying a position in the Club that allows them to exercise significant influence over the management or administration of the Club, including any President or Treasurer.

‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.

‘Secretary’ means the Person responsible for the matters specifically noted in this Constitution.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

‘Trip’ means any activity or event organized by the Club, likewise ‘Trip Leader’ is the person tasked with leading trips

‘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, or a NZ Public Holiday.

1.4 Purposes

The primary purposes of the Club are to—

To encourage and promote outdoor activities which include (but are not limited to) tramping, hiking, biking, kayaking, environmental and allied recreational activities
To encourage and assist with development and/or conservation of natural areas, particularly in the southern region of New Zealand for the enjoyment of people engaged in the above-mentioned recreational activities.
To do all such things as are incidental or conductive to the attainment of the above objects.

The Club must not operate for the purpose of, or with the effect of—

distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its Member’s (whether in money or in kind); or
having capital that is divided into shares or stock held by its Member’s; or
holding property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of the club or otherwise).

But the Club will not operate for the financial gain of Members simply if the Club -

engages in trade,
pays a Member for matters that are incidental to the purposes of the Club, and the Member is a not-for-profit entity,
distributes funds to a Member to further the purposes of the Club, and the Member—
- is a not-for-profit entity, and
- is affiliated or closely related to the Club, and
- has the same, or substantially the same, purposes as those of the Club.
reimburses a Member for reasonable expenses legitimately incurred on behalf of the Club or while pursuing the Club’s purposes,
provides benefits to members of the public or of a class of the public and those persons include Members or their families,
provides benefits to Members or their families to alleviate hardship,
provides educational scholarships or grants to Members or their families,
pays a Member a salary or wages or other payments for services to the Club on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the Club),
provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Club.
on removal of the Club from the Register of Incorporated Societies having its surplus assets distributed under Subpart 5 of Part 5 of the Act to a Member that is a not-for-profit entity.

1.5 Act and Regulations

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

1.6 Restriction on Clubs Powers

The Club must not be carried on for the financial gain of any of its members.

1.7 Registered office

The registered office of the Club shall be at such place in New Zealand as the Committee from time to time determines.

At the present time the physical address shall be:

173 Grant Road, Otatara, No: 9 R.D., INVERCARGILL 9879

The email address shall be:

stcinfo99@gmail.com

Changes to the registered office shall be notified to the Registrar of Incorporated Societies—

at least 5 working days before the change of address for the registered office is due to take effect, and
in a form and as required by the Act.

1.8 Contact person

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

The Club’s contact person must be:

At least 18 years of age, and
Ordinarily resident in New Zealand.

A contact person or persons will be appointed by the Committee

Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:

a physical address and / or an electronic address, and
a telephone number.

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

2 Members

2.1 Minimum number of Members

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

2.2 Becoming a Member: Consent

Every applicant for membership must consent to becoming a Member. Payment to the Club of one year’s subscription by a new member along with their contact details as required in the Act and this Constitution will be deemed to have been their consent to be a member of the Club.

2.3 Becoming a Member: Process

An applicant for membership must supply any information, or attend an interview as may be reasonably required by the Committee regarding an application for membership and will become a Member on acceptance of that application by the Committee.

Acceptance of this subscription shall in no way prejudice the right of the Committee to decline or accept any application for membership. The Committee must advise the applicant of its decision.

2.4 Members' Obligations and Rights

Every Member shall provide the Club in writing / email with that Member’s name and contact details (namely, physical and email address and a telephone number) and promptly advise the Club in writing of any changes to those details.

All Members shall promote the interests and purposes of the Club and shall do nothing to bring the Club into disrepute.
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 Club, and to participate in Club Trips, including any conditions of and fees for such access, use or involvement.

2.5 Subscriptions and fees

The annual subscription and any other fees for membership for the then current financial year shall be set by resolution of the Annual General Meeting.

Any Member failing to pay the annual subscription, by 1^st February in the year following the balance date shall be considered as non-financial and shall (without being released from the obligation of payment), at the discretion of the Committee have no membership rights, shall not be entitled to participate in any Club activity or to access or use the Club’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 12 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).

2.6 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 this Constitution as per clause 2.2 & 2.3.
Family Member

The same rules apply as to an individual member.

Life Member
A Life Member is a person honoured for highly valued services to the Club elected as a Life Member by resolution of a General Meeting passed by a two-thirds 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 honoured for services to the Club or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a two-thirds majority of those present and voting. An Honorary Member has no membership rights, privileges or duties.

2.7 Ceasing to be a member

A Member ceases to be a Member—

from the date of receipt of resignation from that Member’s by written notice signed by that Member or by email to the Committee, or
from the date of termination of a Member’s membership following a dispute resolution process under this Constitution, or
from the date of death or
from the date specified in a resolution of the Committee where—

The Member has failed to pay a subscription, levy or other amount due to the Club within twelve months of the due date for payment.
In the opinion of the Committee the Member has brought the Club into disrepute.
when a Member’s membership has been terminated the Committee shall promptly notify the former Member in writing.

2.8 Obligations once membership has ceased

A Member who has ceased to be a Member under this Constitution—

remains liable to pay all subscriptions and other fees to the Club’s next balance date,
shall cease to hold himself or herself out as a Member of the Club, and
shall return to the Club all material provided to Members by the Club (including any membership certificate, badges, handbooks and manuals).
shall cease to be entitled to any of the rights of a Club Member.

3 General Meetings, including Annual General Meetings

3.1 Procedures for all general meetings

The Secretary shall give all Members at least 10 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting.

That Notice will be addressed to the Member at the contact address notified to the Club and recorded in the Club’s register of members. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice of the General Meeting.

Only financial Members have the right to speak and vote at General Meetings - in person, or

by a signed original written proxy (an email is acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Committee before the commencement of the General Meeting, or
no other proxy voting shall be permitted.

Non-financial persons attending the meeting may only be given the right to speak upon a request to and at the approval of the Chairman and will be limited to providing information on a tabled motion and may not contribute an opinion on the matter at hand—

No General Meeting may be held unless at least 10 eligible financial Members attend throughout the meeting and this will constitute a quorum.

If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon request of Members shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the President of the Club, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum.

A Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands, or, on demand of the Chairperson or of 2 or more Members present, by secret ballot.

Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy and voting at a General Meeting.

Any decisions made when a quorum is not present are not valid.

Written resolutions may not be passed in lieu of a General Meeting.

General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.
All General Meetings shall be chaired by the President. If the President is absent, the Vice President shall chair that meeting, or
Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
Any person chairing a General Meeting may -
- With the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
- Direct that any person not entitled to be present at the General Meeting, or obstructing the business of the General Meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the General Meeting, and
- In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.
The Committee may propose motions for the Club to vote on (‘Committee Motions’), which shall be notified to Members with the notice of the General Meeting.
Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Committee at least 20 Working Days before that meeting (excluding the dates 1^st December to 10^th January inclusive of the following year). The Member may also provide information in support of the motion (‘Member’s Information’). If notice of the motion is given to the Secretary or Committee before written Notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the written Notice of the General Meeting.

3.2 Minutes

The Club must keep minutes of all General Meetings.

3.3 Annual General Meetings: when they will be held

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

The Annual General Meeting must be held no later than 3 months after the balance date of the Club

3.4 Annual General Meetings: business

The business of an Annual General Meeting shall be to -

confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
adopt the annual report on the operations and affairs of the Club,
adopt the Treasurer’s report on the finances of the Club, and the annual financial statements,
set any subscriptions for the current financial year,
consider any motions of which prior notice has been given to Members with notice of the Meeting, and
Elect the Officers (Committee) of the Club.
Appoint a Reviewer.
consider any general business.

The Committee must, at each Annual General Meeting, present the following information—

an annual report on the operation and affairs of the Club during the most recently completed accounting period,
the annual financial statements for that period, and
notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

3.5 Special General Meetings

Special General Meetings may be called at any time by the Committee by resolution.

The Committee must call a Special General Meeting if it receives a written request signed by at least 10 Members.

Any resolution or written request must state the business that the Special General Meeting is to deal with.

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

4 Committee

4.1 Committee Composition

The Committee will consist of

President, Vice President, Club Captain, Secretary, Treasurer, Website Administrator and up to four (4) other Committee Members
The Committee shall appoint a Privacy Officer and a Social Media Officer

All Committee Members must be financial members of the Club at the time of their election or appointment.

4.2 Functions of the Committee

From the end of each Annual General Meeting until the end of the next, the Club shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.

4.3 Powers of the Committee

The Committee has all the powers necessary for managing and for directing and supervising the management of the operation and affairs of the Club, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.

4.4 Sub-Committees

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

the quorum of every sub-committee is half the members of the sub-committee but not less than 2,
no sub-committee shall have power to co-opt additional members,
a sub-committee must not commit the Club to any financial expenditure without express authority from the Committee, and
a sub-committee must not further delegate any of its powers.

4.5 General Matters: Committee

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

Other than as prescribed by the Act or this Constitution, the Committee or any Sub-Committee may regulate its proceedings as it thinks fit.

5 Committee meetings

5.1 Procedure

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

A meeting of the Committee may be held either—

by a number of the members of the Committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
by means of audio, or audio and visual, communication by which all members of the Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.

A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.

The President will chair any meetings, or in their absence, the Vice President. If at a meeting of the Committee, the President or Vice President are not present, the members of the Committee present may choose one of their number to be chairperson of the meeting. The chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee.

Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.

5.2 Frequency

The Committee shall meet as required at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the President or Secretary.

The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 Working Days’ notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.

6 Officers

6.1 Qualifications of officers

Every Officer must be a natural person who -

has consented in writing to be an officer of the Club, and
certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Club.

Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Club, namely they cannot be -

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, or any other similar legislation
A person who is disqualified from being a member of the governing body of a charitable entity under section 16(2) 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—
1. an offence under subpart 6 of Part 4 of the Act
2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
3. an offence under section 143B of the Tax Administration Act 1994
4. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (1) to (3)
5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
a person subject to:
1. a banning order under subpart 7 of Part 4 of the Act, or
2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
4. 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 subject to an order that is substantially similar to an order referred to in paragraph (6) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.

Prior[AM6] to appointment as an Officer a person must -

consent in writing to be an Officer, and
certify in writing that they are not disqualified from being elected or appointed as an Officer either by this Constitution or the Act.

Note that only a natural person may be an Officer and each certificate shall be retained in the Club’s records.

6.2 Officers' Duties

At all times each Officer:

shall act in good faith and in what he or she believes to be the best interests of the Club,
must exercise all powers for a proper purpose,
must not act, or agree to the Club acting, in a manner that contravenes the Act or this Constitution,
when exercising powers or performing duties as an Officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
- the nature of the Club,
- the nature of the decision, and
- the position of the Officer and the nature of the responsibilities undertaken by him or her
must not agree to the activities of the Club being carried on in a manner likely to create a substantial risk of serious loss to the Club or to the Club’s Creditors, or cause or allow the activities of the Club to be carried on in a manner likely to create a substantial risk of serious loss to the Club or to the Club’s creditors, and
must not agree to the Club incurring an obligation unless he or she believes at that time on reasonable grounds that the Club will be able to perform the obligation when it is required to do so.

6.3 Election or Appointment of Officers

The election of Officers shall be conducted as follows.

Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Committee (and any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).
Voting for Committee positions shall by secret ballot. In the event of any vote being tied, the tie shall be resolved by the casting vote of the chair of the meeting.
Two Members (who are not nominees) or Non-Members appointed by the Chairperson shall act as scrutineers for the counting of the votes and destruction of any voting papers.
The failure for any reason of any financial Member to receive such Notice of the General Meeting shall not invalidate the election.
In addition to Officers elected under the foregoing provisions of this rule, the Committee may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Committee any person so appointed shall have full speaking and voting rights as an Officer of the Club. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).

6.4 Term

The term of office for all Officers elected to the Committee shall be 1 year(s), expiring immediately upon the confirmed election of new Officers for the same position(s) at the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.

No Officer shall serve for more than 3 consecutive years in any one capacity.
No President shall serve for more than 3 consecutive years as President

6.5 Removal of Officers

An Officer shall be removed as an Officer by resolution of the Committee or the Club where in the opinion of the Committee or the Club —

The Officer elected to the Committee has been absent from 5 committee meetings without leave of absence from the Committee.
The Officer has brought the Club into disrepute.
The Officer has failed to disclose a conflict of interest.
The Committee passes a vote of no confidence in the Officer.

with effect from (as applicable) the date specified in a resolution of the Committee or Club.

6.6 Ceasing to hold Office

An Officer ceases to hold office when they resign (by notice in writing or by email to the Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.

Each Officer shall within 15 Working Days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers and other property of the Club held by such former Officer.

6.7 Conflicts of Interest

An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Club, 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

be kept in an Interests Register kept by the Committee.

Disclosure must be made as soon as practicable after the Officer or Member of a Sub-Committee becomes aware that they are interested in the Matter.

An Officer or Member of a Sub-Committee who is an Interested Member regarding a Matter -

must not vote or take part in the decision of the Committee and/or Sub-Committee relating to the Matter unless all members of the Committee who are not interested in the Matter consent; and
must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all Members of the Committee who are not interested in the Matter consent; but
may take part in any discussion of the Committee and/or Sub-Committee relating to the Matter and be present at the time of the decision of the Committee and/or Sub-Committee (unless the Committee and/or Sub-Committee decides otherwise).

However, an Officer or member of a Sub-Committee who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all Non-Interested Officers agree otherwise.

Where 50 per cent or more of the members of a sub-committee are prevented from voting on a Matter because they are interested in that Matter, the Committee shall consider and determine the Matter.

7 Records

7.1 Register of Members

The Club shall keep an up-to-date Register of Members.

For each current Member, the information contained in the Register of Members shall include —

Their name, and
The date on which they became a Member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), or the date they paid their subscription, and
Their contact details, including —
- A physical and electronic address, and
- A postal address (if different from above), and
- An email address (if available), and
- A contact number.

Every current Member shall promptly advise the Club of any change of the Member’s contact details.

The Club shall also keep a record of the former Members of the Club. For each Member who ceased to be a Member within the previous 7 years, the Club will record

The former Member's name, and
The date the former Member ceased to be a Member.

7.2 Interests Register

The Committee shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any Sub-Committee.

7.3 Access to Information for Members

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

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

The Club must, within a reasonable time after receiving a request —

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 Club (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 Club may refuse to provide the information, the Club 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 Club or of any of its Member’s, 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 Club, or
the information is not relevant to the operation or affairs of the Club, 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 Club in responding to the request is substantially disproportionate to any benefit that the Member (or any other person) will or may receive from the disclosure of the information, or
the request for the information is frivolous or vexatious, or
the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this Constitution and the Act.

If the Club 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 Club —

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

Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.

8 Finances

8.1 Control and Management

The funds and property of the Club shall be—

controlled, invested and disposed of by the Committee, subject to this Constitution, and
devoted solely to the promotion of the purposes of the Club.

The Committee shall maintain bank account(s) and investment(s) in the name of the Club.

The Committee may borrow for and in the name of the Club such sums and upon such terms as it deems necessary and may give as security for the repayment of the sum borrowed and interest thereon such security as it deems appropriate.

All money received on account of the Club shall be banked within 30 Working Days of receipt, except where a reasonable float is to be set aside for any purpose approved by the Committee.

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

The Committee must ensure that there are kept at all times accounting records that—

correctly record the transactions of the Club, and
allow the Club to produce financial statements that comply with the requirements of the Act, and
would enable the financial statements to be readily and properly reviewed.

The Committee must establish and maintain a satisfactory system of control of the Club's accounting records.

The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form, and the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Club.

8.2 Signing Authority

Any two of the: President, Secretary, and Treasurer may authorise online and negotiate instruments of the Club’s account(s).

The person’s holding these Committee positions must be named in any motion pertaining to signing authority.

8.3 Balance Date

The Club’s financial year shall commence on 1^st Day of September of each year and end on 31^st day of August in the year following (the latter date being the Club’s balance date). The intervening period shall be known as the Financial Year of the Club.

8.4 Reviewer

The Club must appoint a Reviewer at the Annual General Meeting each year.

9 Dispute Resolution

9.1 Meanings of Dispute and Complaint

A dispute is a disagreement or conflict involving the Club and/or its Member’s in relation to specific allegations set out below.

The disagreement or conflict may be between any of the following persons—

2 or more Members
1 or more Members and the Club
1 or more Members and 1 or more Officers
2 or more Officers
1 or more Officers and the Club
1 or more Members or Officers and the Club

The disagreement or conflict relates to any of the following allegations—

a Member or an Officer has engaged in misconduct
a Member or an Officer has breached, or is likely to breach, a duty under the Club’s Constitution or bylaws or the Act
the Club has breached, or is likely to breach, a duty under the Club’s Constitution or bylaws of the Act
a Member's rights or interests as a Member have been damaged or Member's rights or interests generally have been damaged.

A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—

states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Club's Constitution; and
sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
sets out any other information or allegations reasonably required by the Club.

The Club may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—

states that the Club is starting a procedure for resolving a dispute in accordance with the Club's Constitution; and
sets out the allegation to which the dispute relates.

The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.

A complaint may be made in any other reasonable manner permitted by the Club’s Constitution.

All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Club's activities.

The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

9.2 How Complaint is Made

A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—
1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Club’s Constitution; and
2. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
3. sets out any other information reasonably required by the Club.
The Club may make a complaint involving an allegation or allegations against a Member or an Officer by giving to the Member or Officer a notice in writing that—
1. states that the Club is starting a procedure for resolving a dispute in accordance with the Club’s Constitution; and
2. sets out the allegation to which the dispute relates.
The information given under subclause (1.2) or (2.2) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
A complaint may be made in any other reasonable manner permitted by the Club’s Constitution.

9.3 Person who makes Complaint has right to be heard

A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
If the Club makes a complaint—
1. the Club has a right to be heard before the complaint is resolved or any outcome is determined; and
2. an Officer may exercise that right on behalf of the Club.
Without limiting the manner in which the Member, Officer, or Club may be given the right to be heard, they must be taken to have been given the right if—
1. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
2. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
3. an oral hearing (if any) is held before the decision maker; and
4. the Member’s, Officer’s, or Club’s written or verbal statement or submissions (if any) are considered by the decision maker.

9.4 Person who is subject of Complaint has right to be heard

This clause applies if a complaint involves an allegation that a Member, an Officer, or the Club (the ‘respondent’)—
1. has engaged in misconduct; or
2. has breached, or is likely to breach, a duty under the Club’s Constitution or bylaws or this Act; or
3. has damaged the rights or interests of a Member or the rights or interests of Members generally.
The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
If the respondent is the Club, an Officer may exercise the right on behalf of the Club’s.
Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if—
1. the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
2. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
3. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
4. an oral hearing (if any) is held before the decision maker; and
5. the respondent’s written statement or submissions (if any) are considered by the decision maker.

9.5 Investigating and Determining Dispute

The Club must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.
Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

9.6 The Club may decide not to proceed further with Complaint

Despite the ‘Investigating and determining dispute’ rule above, the Club may decide not to proceed further with a complaint if—

the complaint is considered to be trivial; or
the complaint does not appear to disclose or involve any allegation of the following kind:
1. that a Member or an Officer has engaged in material misconduct:
2. that a Member, an Officer, or the Club has materially breached, or is likely to materially breach, a duty under the Club’s Constitution or bylaws or the Act:
3. that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
the complaint appears to be without foundation or there is no apparent evidence to support it; or
the person who makes the complaint has an insignificant interest in the matter; or
the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
there has been an undue delay in making the complaint.

9.7 The Club may refer Complaint

The Club may refer a complaint to—
1. a Subcommittee or an External Person to investigate and report; or
2. a Subcommittee, an Arbitral Tribunal, or an External Person to investigate and make a decision.
The Club may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

9.8 Decision Makers

A person may not act as a decision maker in relation to a complaint if 2 or more members of the Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be—

impartial; or
able to consider the matter without a predetermined view.

10 Liquidation and Removal from the Register

10.1 Resolving to put Club into Liquidation

Providing that all the Club’s liabilities have been discharged, The Club may begin liquidating procedures as follows:

At an initial Special General Meeting convened for that purpose, (excluding the dates 1^st December to 10^th January inclusive of the following year), with a resolution / motion of a two-thirds majority acceptance by members present and by proxy.
At a second Special General Meeting convened for that purpose, not less than twenty (20) working Days and not more than forty (40) working days after the first meeting, (excluding the dates 1^st December to 10^th January inclusive of the following year), with the same resolution ‘ motion presented, with a two-thirds majority acceptance by members present and by proxy.
Upon such winding up. The funds and property of The Club shall be distributed by payment or transfer to such organisations having objects similar to those of The Club as the majority of members present at the winding up meeting shall determine.
No resolution / motion to wind up The Club shall be valid unless it determines to which organisation The Club’s funds and property are to be paid or transferred to

10.2 Resolving to apply for Removal from the Register

The Club may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.

The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to remove the Club from the Register of Incorporated Societies.

The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.

Any resolution to remove the Club from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.

10.3 Surplus Assets

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

On the liquidation or removal from the Register of Incorporated Societies of the Club, its surplus assets — after payment of all debts, costs and liabilities — shall be vested in Club or other Organisation having aims similar to that of this Club.

However, in any resolution under this rule, the Club may approve a different distribution to a different not-for-profit entity from that specified above, so long as the Club complies with this Constitution and the Act in all other respects.

11 Alterations to the Constitution

11.1 Amending this Constitution

All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as required by section 31 of the Act.

The Club may amend or replace this Constitution at a General Meeting by a resolution passed by a two-thirds of majority of those Members present and voting.

That amendment may be approved by a resolution passed in lieu of a meeting but only if authorised by this Constitution.

Any proposed resolution to amend or replace this Constitution shall be signed by at least 10 eligible Members and given in writing / email to the Committee at least 20 Working Days before the General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.

At least 10 Working Days before the General Meeting at which any amendment is to be considered the Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Committee has.

When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.

11.2 By -Laws

The Committee from time to time may make and amend bylaws, and policies for the conduct and control of Club activities and codes of conduct applicable to Members, but no such bylaws, policies or codes of conduct applicable to Members shall be inconsistent with this Constitution, the Act, regulations made under the Act, or any other legislation.

11.3 Ratification

The Constitution of the Southland Tramping Club Incorporated was ratified on:

Wednesday, 9^th Day of October 2024 in the presence of: (Being 10 people or 10 percent or more of the Club Membership. (Committee Signatories on the following sheet)

12. CONSCENT TO BE AN OFFICER Date:___/___/__________

We, the undersigned certify we are not disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Club, nor are we -

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, or any other similar legislation
A person who is disqualified from being a member of the governing body of a charitable entity under section 16(2) 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—
1. an offence under subpart 6 of Part 4 of the Act
2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
3. an offence under section 143B of the Tax Administration Act 1994
4. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (1) to (3)
5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
a person subject to:
1. a banning order under subpart 7 of Part 4 of the Act, or
2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
4. 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 subject to an order that is substantially similar to an order referred to in paragraph (6) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.