(Draft) CONSTITUTION

OF

THE RUGBY MUSEUM SOCIETY OF NEW ZEALAND INCORPORATED (Society).

THE RUGBY MUSEUM SOCIETY OF NEW ZEALAND INCORPORATED
Constitution

Contents

1.     Definitions and interpretation.

2.     Details of the Society.

3.     Purpose and powers

4.     Members

5.     General Meetings

6.     Board.

7.     Board meetings

8.     Officers’ Duties

9.     Interests

10.   Patrons and Honorary President

11.   Museum Director

12.   Finances

13.   Indemnity and insurance. 

14.   Amendments 

15.   Bylaws 

16.   Dispute resolution.

17.   Liquidation and removal 

18.   Matters not provided for 

19.   Transition. 

THE RUGBY MUSEUM SOCIETY OF NEW ZEWALAND INCORPORATED Constitution

1.                  Definitions and interpretation

1.1              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, including any amendments, and any regulations made under that Act.

AGM or Annual General Meeting means a meeting of the Members held once a year convened under this Constitution.

Appointment Panel has the meaning given to it in clause 6.

Board means the Society’s governing body.

Board Member means a member of the Board, including the Chair.

         Bylaws means any bylaws, policies, regulations and codes of the Society made under clause 15.

Casual Vacancy is a vacancy which arises when a Board Member or the Treasurer does not serve their full term of office.

Chair means the Board Member appointed as chair of Society under this Constitution.

Museum Director means the person in the highest-ranking management position in the Society.

Constitution means this Constitution, including any amendments and any schedules to this Constitution.

Contact Details means a physical or an electronic address and a telephone number.

Diversity, Equity and Inclusion means ensuring fair and equitable opportunities are available to everyone to participate in sport and recreation irrespective of age, ability, ethnicity, gender, national origin, race, religion, sexual orientation, beliefs, or socio-economic status.

General Meeting means an AGM or SGM of the Society.

Interested has the meaning given in section 62 of the Act.

Matter has the meaning given in section 62(4) of the Act.

Member means each person who for the time being is a member of the Society and includes all classes of members described in clause 4.

         Member Register means the register of Members kept under this Constitution.

NZR means New Zealand Rugby Union Incorporated.

Officer means a Board Member and any natural person occupying a position in the Society that allows the person to exercise significant influence over the management or administration of the Society.

Ordinary Resolution means a resolution passed by a majority of votes cast.

Purposes means the purposes of the Society described in clause 3.1.

Rugby means the game of rugby union as governed by World Rugby.

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

Special Resolution means a resolution passed by a 75% majority of votes cast.

Working Day has the meaning given to that term under the Legislation Act 2019 and excludes the day observed as the anniversary in Palmerston North.

World Rugby means the association of national rugby unions known as World Rugby, of which the NZR is a member.

1.2              Interpretation: Unless the context otherwise requires:

(a)           Words referring to the singular include the plural and vice versa.

(b)          Clause headings are for reference only.

(c)           Expressions referring to writing include references to words visibly represented, copied, or reproduced, including by email.

(d)          Reference to a person includes any other entity or association recognised by law and vice versa and any reference to a particular entity includes a reference to that entity’s successors.

(e)           A reference to any legislation includes any secondary legislation, statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.

(f)           All periods of time or notice exclude the days on which they are given.

1.3              Notices: Subject to any other notice requirements in this Constitution, any notice or other communication given under this Constitution must be in writing and will be given to:

(a)           a Member, if sent to the address set out in their Contact Details;

(b)          the Society, if sent to info@rugbymuseum.co.nz or by post to the Society’s registered office set out on the Register of Incorporated Societies.

1.4              Receipt of notices: A notice is deemed to have been received:

(a)           if given by post, when left at the address of that party or five Working Days after being put in the post; or

(b)          if given by email, upon production of a physical copy of the email detailing the time and the date the email was sent (provided that the sender does not receive any "out of office" auto-reply or other indication of non-receipt),

provided that any notice or communication received or deemed received after 5pm on a Working Day, or on a day which is not a Working Day, will be deemed not to have been received until the next Working Day.

2.                  Details of the Society

2.1              Name: The name of the Society is the Rugby Museum Society of New Zealand Incorporated.

2.2              Status: the Society is an Associate Member of NZR.

2.3              Registered office: The registered office of the Society is at the place the Board decides.

2.4              Contact person: At its first meeting following an AGM, the Board must appoint or reappoint at least one, and a maximum of three, persons to be the contact person, subject to those persons meeting the eligibility criteria set out in the Act. The Board must advise the Registrar of Incorporated Societies of any change in the contact person or their Contact Details.

3.                  Purpose and powers

3.1              Purpose: The purposes of the Society are to:

(a)           To collect, receive, document, preserve, exhibit and interpret material and associated information relating to provincial, national and international rugby at all levels.

(b)          To exhibit items of the museum collection at the museum and other venues considered appropriate by the Board.

(c)           To promote the game of rugby for the recreation and entertainment of the general public.

(d)          To stimulate interest in the past and present of the game of rugby.

(e)           To promote the development of the rugby museum.

(f)           To raise money for the use of the Society by way of sponsorship, subscription, debt instrument or any other legal manner.

(g)           To hire, lease, purchase or by any other means acquire any real or personal property necessary or convenient for the purposes of the Society.

(h)          To construct, maintain and alter any buildings or works that may be required by the Society and to furnish and equip the same.

(i)            To hire and employ such persons whose services may be deemed necessary for the purpose of the Society.

(j)            To invest the moneys of the Society not required for immediate use in such prudent liquid investments as may from time to time be decided.

(k)          To undertake collection research and fieldwork and to publish material of interest to students of the game.

(l)            To do all such lawful things as are incidental or conducive to the attainment of the objects aforesaid or any of them.

3.2              Capacity and powers: the Society has, both within and outside New Zealand, full capacity, rights, powers and privileges to carry on or undertake any activity, do any act, or enter into any transaction, subject to this Constitution, the Act, any other legislation, and the general law.

4.                  Members

4.1              Application: Membership shall be open to an individuals (natural persons) and groups as care to apply and agree to the rates of subscription current at the time; but at its sole discretion the Board shall have the power to refuse such applications. All members are bound to abide by the rules of the Society as set down in the Constitution.

4.2              An application to become a Member must be in the form required by the Society.

4.3              Member consent: A person or entity consents to become a Member by making an Application under clause 4.1, unless otherwise specified in this Constitution.

4.4              Individual Membership: Individual membership shall consist of 4 categories:

(a)           Annual Membership available to natural persons who elect to pay an annual subscription.

(b)          Permanent Membership available to natural persons who elect on payment of a set subscription to become members of the Society permanently in the full standing without payment of any further dues.

(c)           Life Membership to be conferred by Annual Meeting from time to time upon the recommendation of the Board, upon any natural person deemed to be worthy of the honour, such person to be exempt from all further dues yet enjoy full rights of membership.

(d)          Honorary Annual Membership to be conferred by the Committee of Management upon a natural person without requiring payment of that year's dues yet enjoying full rights of membership.

4.5              Group Membership shall consist of two categories:

(a)           Affiliate Membership available to Rugby Organisations including Rugby Unions and other interested groups upon payment of a set subscription

(b)          Commercial Membership available to organisations (excluding affiliate members) companies or individual firms upon payment of a set subscription.

4.6              Member rights and obligations: Members acknowledge and agree that:

(a)           they are bound by, and will comply with, this Constitution and the Bylaws;

(b)          they are subject to the jurisdiction of the Society;

(c)           they are entitled to all rights and entitlements granted by this Constitution or as determined by the Board;

(d)          to receive, or continue to receive or exercise member rights, they must meet all the member requirements set out in this Constitution and the Bylaws or as otherwise set by the Board, including payment of any membership or other fees within the required time period;

(e)           if they fail to comply with sub-clause (d) the Board may terminate their membership, but the Member continues to be bound by this Constitution;

(f)           they do not have any rights of ownership of, or the automatic right to use, the Society‘s property; and

(g)           they will promote the interests and Purposes of the Society and must not do anything to bring the Society into disrepute.

4.7              Suspension of Member: If a Member is, or may be, in breach under clause 4.6, and the Board believes it is in the best interests of the Society to do so, the Board may suspend the Member until final determination of the matter under the dispute resolution process applicable to the matter. Before imposing any such suspension, the Member must be given notice of the suspension.

4.8              Suspension of Member rights: Unless otherwise determined by the Board, while a Member is suspended the Member is not entitled to attend, speak or vote at a General Meeting, or to any other rights or entitlements as a Member and is not entitled to continue to hold office in any position within the Society until such time as the alleged breach is resolved or determined.

4.9              Ceasing to be Member: A Member ceases to be a Member:

(a)           if an individual on death, or if a body corporate on liquidation, winding up or other cessation of existence;

(b)          by giving notice to the Board of their resignation; or

(c)           if their membership is terminated in accordance with or pursuant to this Constitution;

4.10          Consequences of ceasing to be a Member: A Member who ceases to be a Member:

(a)           remains responsible to pay all their outstanding membership and other fees to the Society;

(b)          must return all the Society’s property if required; and

(c)           ceases to be entitled to any rights of a Member.

4.11          Membership fees: The Board will decide any membership and other fees payable by Members and the due date for those fees. The Board may determine different levels of membership fees and other fees for different types of Members.

4.12          Member register:

(a)           The Society will ensure an up-to-date Member Register is kept and the register must include:

(i)            each Member’s name;

(ii)          each Member’s Contact Details; and

(iii)        the date each person became a Member.

(b)          A Member must provide notice to the Society of any change to their Contact Details. The Member Register will be updated as soon as practicable after the Board receives notice from the Member changing their Contact Details.

(c)           The Society will keep a record of each person who has ceased to be a Member of the Society within the previous seven years and the date on which they ceased to be a Member.

5.                  General Meetings

5.1              AGM: An AGM must be held once a year at the time, date and place as the Board decides, but not more than 6 months after the balance date of the Society and not more than 15 months after the previous AGM.

5.2              Notice of AGM: The Members must be given at least 14 clear days’ notice of the AGM. Notice to Members of an AGM may be given by posting on the Society’s website.

5.3              Notice of proposed motions: Members must give notice of any proposed motions and other items of business to the Society at least 14 clear days before the date of the AGM.

5.4              Notice of agenda: Notice of the agenda containing the business to be discussed at the AGM must be sent to all persons entitled to attend the AGM at least 14 clear days before the date of the AGM. No additional items of business can be voted on other than those set out in the agenda, but the Members present may agree unanimously to discuss any other items.

5.5              Business of AGM: The following business will be discussed at the AGM:

(a)           confirmation of the minutes of the previous AGM;

(b)          the Board’s presentation of the following information during the most recently completed accounting period:

(i)            the annual report;

(ii)          the annual financial statements;

(iii)        the auditor’s report to members on the financial statements audited by a qualified auditor or the review report of the financial statements;

(iv)        notice of any disclosures of conflicts of interest made by Officers (including a brief summary of the Matters, or types of Matters, to which those disclosures relate);

(c)           the election of any Board Members;  

(d)          the appointment or announcement of any Appointed Board Members;

(e)           consideration of any motions proposing to amend this Constitution that have been properly submitted for consideration at the AGM;

(f)           consideration of any other items of business that have been properly submitted for consideration at the AGM.

5.6              Calling of SGM: The Board must call a SGM if it receives a written request stating the purpose of the SGM from the Board itself; or by 10 Members within 14 days after receipt of such written notice.

5.7              Notice of SGM: Members must be given at least 14 clear days’ notice of the SGM, unless the Board, in its discretion, decides that the nature of the SGM business is of such urgency that a shorter period of notice is to be given to Members. A SGM may only consider and deal with the business specified in the request for the SGM.

5.8              Method of holding meeting: A General Meeting may be held by a quorum of people being assembled at the time and place appointed for the meeting, participating by audio link, audio-visual link or other electronic communication or by a combination of those methods.

5.9              Quorum: No business may occur at any General Meeting unless a quorum is present at the meeting’s start time. The quorum for a General Meeting is 10 of the Members who are entitled to vote, including Members present by casting votes by electronic means or by proxy. The quorum must always be present during the General Meeting.

5.10          No quorum at AGM: If a quorum is not met within 30 minutes of the AGM’s scheduled start time, the AGM is adjourned to a day, time and place set by the chair of the AGM. If no quorum is met at the further AGM, the Members present, in person or through audio, audio visual link or other electronic communication, 15 minutes after the further AGM’s scheduled start time are deemed to constitute a valid quorum.

5.11          No quorum at SGM: If a quorum is not met within 30 minutes of the scheduled start time of the SGM, the SGM is cancelled.

5.12          Control of General Meetings: The Board Chair chairs General Meetings. If that person is unavailable, a Board Member (appointed by the Board) will preside. In the absence of both of those persons, the Members present will elect a person to chair the General Meeting.

5.13          Omissions and irregularities: The General Meeting and its business will not be invalidated if one or more Members do not receive notice of the meeting. The General Meeting and its business will not be invalidated by an irregularity, error or omission in notices, agendas and papers of the meeting or the giving of notice within the required time frame or the omission to give notice to all Members and any other error in the organisation of the meeting if:

(a)           the chair of the meeting in their discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error, or omission; and

(b)          a motion to proceed is put to the meeting and a majority, of two-thirds of votes cast, is obtained in favour of the motion to proceed.

5.14          Attendance: Members and any other persons invited by the Board are eligible to attend and speak at General Meetings.

5.15          Voting: The voting entitlement for each Member eligible to vote is as follows:

Individual Members: One Vote.

Group Members: One Vote.

5.16          Voting by electronic means: Voting by electronic means is permitted.

5.17          Voting by proxy: Proxy voting is permitted. The chair of the General Meeting must receive notice of the proxy signed by the Member prior to the start of the meeting. The form of the proxy is: I [insert name] of [insert address] being a member of [organisation] appoint [insert name of proxy] as my proxy to speak [and vote] for me at the General Meeting to be held on [insert date] and at any adjournment of that General Meeting. I direct my proxy to vote in the following manner [insert resolutions and whether the proxy is to vote for or against].

5.18          Conduct of voting: Voting is conducted by voices or a show of hands as determined by the chair of the meeting, unless a secret ballot is called for and approved by the chair or half of Members present or as otherwise required under this Constitution.

5.19          Minutes: Minutes must be kept of all General Meetings.

5.20          Resolution: An Ordinary Resolution of Members at a General Meeting is sufficient to pass a resolution, except as specified in the Act or this Constitution.

5.21          Resolution passed in lieu of meeting: A resolution in writing signed or consented to by email or other electronic means by a percentage that is 75% or higher majority of Members is valid as if it had been passed at a General Meeting provided the requirements under sections 89 to 92 of the Act are complied with. Any resolution may consist of several documents in the same form each signed by one or more Members.

6.                  Board

6.1              Functions and powers:

(a)           Subject to any modifications, exceptions, or limitations contained in the Act or in this Constitution the Board must manage, direct or supervise the operation and affairs of the Society and has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of the Society the Society.

(b)          The Board shall have power to co-opt up to four additional members when deemed desirable, such members to have a right to vote on all matters except constitutional issues.

(c)           Without prejudice to the general powers of the Board it is hereby expressly directed that the Board shall exercise the following powers and rights and duties:

(i)            Make by-laws and rules not inconsistent with these rules for the regulation and management of the Society.

(ii)          Engage or dismiss any permanent or casual employee required by the Society and fix their wages and conditions of employment.

(iii)        Administer all monies received by the society and invest any moneys or funds of the Society as they shall think fit in accordance with this Constitution.

(iv)        Repay in part or in whole any money borrowed by the Society and obtain release of any securities necessary.

(v)          Set up sub-committees for any specific purpose that may be deemed necessary, such sub-committees to have power (unless this is expressly denied them) to co-op other persons (including non-members of the Society) where thought desirable, but such sub-committees always to be responsible to the Board.

(vi)        Act as Trustee for the property, assets and souvenir materials belonging to the Society.

(vii)  To recommend to the Annual General Meeting the rates of subscription for the ensuing year and to act as instructed by that meeting.

6.2              Composition: The Board consists of:

(a)           The Treasurer who shall be elected at the AGM by ordinary resolution.

(b)          At least 6 and no more than 9 persons elected at the AGM by ordinary resolution.

6.3              Election of Board Members: Board Members are elected as follows:

(a)           the Board must call for nominations at the AGM;

(b)          if there are more nominees than number of positions available, the election is by secret ballot, unless otherwise decided by the Chair of the General Meeting and approved by a Special Resolution of Members. If a secret ballot is held, two scrutineers must be appointed at the General Meeting to count the votes;

(c)           those nominees who have the highest number of votes in their favour to fit the number of vacant positions are declared elected;

(d)          if the number of votes for one or more nominees is equal to another nominee, a further vote will be held between the tied nominees;

(e)           if there is only one nominee for a vacant position, that person is declared to be elected without the need for a vote.

6.4              Qualification: Every Board Member must, in writing:

(a)           consent to be a Board Member; and

(b)          certify that they are not disqualified from being elected, appointed or holding office as a Board Member by this Constitution or under section 47 of the Act.

6.5              Disqualification: The following persons are disqualified from being elected, or holding office as a Board Member:

(a)           A person who is an employee of, or independent contractor to the Society.

(b)          A person who is disqualified from being elected or holding office as a Board Member under section 47 of Act.

(c)           A person who has been removed as a Board Member following a process under this Constitution, any Bylaw or any rule, regulation or policy that is binding on the Society.

If an existing Board Member becomes or holds any position in (a) above then upon appointment to such a position, they are deemed to have vacated their office as a Board Member. If any of the circumstances listed in (b) or (c) above clause occur to an existing Board Member, they are deemed to have vacated their office upon the relevant authority making an order or finding against them of any of those circumstances.

6.6              Term of office: The term of office for all Board Members is one year, expiring at the end of the relevant AGM. A Board Member may be re-elected to the Board.

6.7              Elected Board Member vacancy: If a Casual Vacancy of an Elected Board Member arises, the remaining Board Members may:

(a)           appoint a person of their choice to fill the Casual Vacancy until the expiry of the term of the person they replace;

(b)          appoint a person of their choice to fill the Casual Vacancy only until the next AGM, at which a person is elected to fill the remainder of the term of the Casual Vacancy;

(c)           leave the Casual Vacancy unfilled until the next AGM, at which a person is elected to fill the remainder of the term of the Casual Vacancy.

6.8              Suspension of Board Member: If any Board Member is or may be the subject of an allegation, notice or charge described in the clause headed “Disqualification” or any circumstances arise in relation to a Board Member which are or may be of concern to the Board, the remaining Board Members may by Special Resolution suspend the Board Member from the Board and set conditions it requires pending the final determination of the allegation, notice, charge or circumstances. Before imposing any suspension, the Board Member must be given notice of the suspension.

6.9              Removal of Board Member:

(a)           The Board may, by Special Resolution, remove any Board Member from the Board before the expiry of their term of office if the Board considers the Board Member concerned:

(i)            has seriously breached duties under this Constitution or the Act; or

(ii)          is no longer a suitable person to be a Board Member; or

(iii)        is involved with, interested in, or otherwise closely connected to a person or activity which has or may bring the Society or Rugby into disrepute or which may be prejudicial to the Purposes or the interests of the Society and/or Rugby if they remain as a Board Member.

(b)          The Board Member who is the subject of the motion is counted for the purpose of reaching a quorum but will not participate in the vote on the motion.

(c)           Before considering a motion for removal, the Board Member who is the subject of the motion must be given:

(i)            notice that a Board meeting is to be held to discuss the motion to remove the Board Member; and

(ii)          adequate time to prepare a response; and

(iii)        the opportunity prior to the Board meeting to make written submissions; and

(iv)        the opportunity to be heard at the Board meeting.

6.10          Board Member ceasing to hold office: A person ceases to be a Board Member if:

(a)           their term expires;

(b)          the person resigns by delivering a signed notice of resignation to the Board;

(c)           the person is removed from office under this Constitution;

(d)          the person becomes disqualified from being an officer under this Constitution or section 47(3) of the Act; or

(e)           the person dies.

6.11 The Board shall elect its own Chair and Deputy Chair as soon as practicable after the conclusion of the Annual General Meeting.

7.                  Board meetings

7.1              Calling meetings: Board meetings may be called at any time by the Chair or by 4 or more of the Board Members, but generally the Board meets monthly.

7.2              Meeting procedure: Except to the extent specified in the Act or this Constitution, the Board may regulate its own procedure.

7.3              Quorum: The quorum for a Board meeting is 4 Board Members. Any Board Member may be counted for the purposes of a quorum, participate in any Board meeting and vote on any proposed resolution at a meeting without being physically present. This may only occur at Board meetings by audio or audio-visual link or other electronic communication provided that all persons participating in the Board meeting can hear each other effectively and simultaneously.

7.4              Chair: At its first meeting following an AGM, the Board must elect a Chair. The role of the Chair is to chair meetings of the Board. If the Chair is unavailable, another Board Member must be appointed by the Board to undertake the Chair’s role during the period of unavailability.

7.5              Voting: Each Board Member has one vote. Voting is by voices or on request of any Board Member by a show of hands or by a ballot. Proxy and postal votes are not permitted. Voting by electronic means is permitted. If there is an equality of votes, the Chair does have a casting vote.

7.6              Resolution in writing: A resolution in writing signed or consented to by email or other electronic means by a majority of Board Members is valid as if it had been passed at a Board meeting. Any resolution may consist of several documents in the same form each signed by one or more Board Members.

8.                  Officers’ Duties

An Officer:

(a)           when exercising powers or performing duties as an Officer, must act in good faith and in what the Officer believes to be the best interests of the Society;

(b)          must exercise a power as an Officer for a proper purpose;

(c)           must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution;

(d)          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 Society, the nature of the decision and the position of the Officer and the nature of the responsibilities undertaken by them;

(e)           must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society’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’s creditors;

(f)           must not agree to the Society incurring an obligation unless the Officer believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so; and

(g)           when exercising powers or performing duties as an Officer, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

(i)            an employee whom the Officer believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(ii)          a professional adviser or expert in relation to matters that the officer believes on reasonable grounds to be within the person’s professional or expert competence; or

(iii)        any other Officer or subcommittee of Officers on which the Officer did not serve in relation to matters within the Officer’s or subcommittee’s designated authority,

if the Officer, acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that the reliance is unwarranted.

9.                  Interests

9.1              Register of interests: The Board must keep a register of interest disclosures made by Officers.

9.2              Duty to disclose interest: An Officer who is Interested in a Matter relating to the Society must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Board, as soon as practicable after the Officer becomes aware that they are interested in the Matter and include it in the register of interests.

9.3              Consequences of being interested: A Board Member who is Interested in a Matter:

(a)           must not vote or take part in a decision of the Board relating to the Matter, unless all non-interested Board Members consent;

(b)          must not sign any document relating to the entry into a transaction or the initiation of the Matter, unless all non-interested Board Members consent;

(c)           must not take part in any Board discussion relating to the Matter or be present at the time of the Board decision, unless all non-interested Board Members consent;

(d)          may be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

Calling of SGM: Despite clause 9.3, if 50% or more Board Members are Interested in a Matter, an SGM must be called to consider and determine the Matter.

9.4              Notice of failure to comply: The Board must notify Members of a failure to comply with section 63 or 64 of the Act, and of any transactions affected, as soon as practicable after becoming aware of the failure.

10.              Patron and President

10.1          A person may be invited by the Board to be a Patron to show their support for the Society and to help establish or maintain public credibility of the Society. A Patron is entitled to attend and speak at General Meetings but has no right to vote.

10.2 A person may be invited by the Board to be a President to show their support for the Society and to help establish or maintain public credibility of the Society. A President is entitled to attend and speak at General Meetings and at Board Meetings but has no right to vote.

11.              Museum Director

11.1          Role of Museum Director: A Board may engage a Museum Director. The Museum Director is under the direction of the Board and is responsible for the day-to-day management of the affairs of the Society under this Constitution and the Bylaws and within any delegated authority from the Board.

11.2          Board involvement: The Museum Director may attend Board meetings on and when required by the Board but has no voting rights.

12.              Finances

12.1          Control and management of finances: The funds and property of the Society are controlled, invested and disposed of by the Board, subject to this Constitution; and devoted solely to the promotion of the Purposes.

12.2          Balance date: The Society’s balance date is 31 December or on the date as the Board decides.

12.3          Audit of financial statements: The Society’s financial statements must be audited each year and the audited financial statements must be submitted to the AGM. The auditor will be appointed by the Board.

12.4          No personal benefit: The Officers and Members may not receive any distributions of profit or income from the Society. This does not prevent Officers or Members:

(a)           receiving reimbursement of actual and reasonable expenses incurred, or

(b)          entering into any transactions with the organisation for goods or services supplied to or from them, which are at arms’ length, relative to what would occur between unrelated parties,

provided no Officer or Member is allowed to influence any such decision made by the Society in respect of payments or transactions between it and them, their direct family or any associated entity.

13.              Indemnity and insurance

13.1          Indemnity: The Society indemnifies its current and former Officers, Members and employees as permitted by section 96 of the Act.

13.2          Insurance: With the prior approval of its Board, the Society may effect insurance for its current and former Officers, Members and employees as permitted by section 97 of the Act.

13.3          Indemnity for Officers: The Society is authorised to indemnify an Officer under section 96 of the Act or effect insurance for an Officer under section 97 of the Act for the following matters:

(a)           liability (other than criminal liability) for a failure to comply with a duty under sections 54 to 61 of the Act or any other duty imposed on the Officer in their capacity as an Officer; and

(b)          costs incurred by the Officer for any claim or proceeding relating to that liability.

14.              Amendments

14.1          Amendments: This Constitution may only be amended or replaced by Special Resolution of Members at a General Meeting.

14.2          No amendment: No addition to, deletion from or alteration of this Constitution may be made which would allow personal pecuniary profits to any individuals.

14.3          Minor effect or technical alteration: Clause 14.1 is subject to the ability for minor or technical amendments to be made to the Constitution in accordance with section 31 of the Act.

15.              Bylaws

15.1          Bylaws: The Board may make and amend Bylaws for the conduct and control of the Society’s activities and codes of conduct applicable to Members. Any Bylaw must be consistent with this Constitution, the Purposes, the Act and any other laws. All Bylaws are binding on the Society and the Members. The making, amendment, revocation, or replacement of a Bylaw is not an amendment of this Constitution.

16.              Dispute resolution

  (See diagram at bottom) 

16.1          Definitions: In this clause 16:

(a)           Dispute means a disagreement or conflict between and among any one or more Members, any one or more Officers and the Society, that relates to an allegation that:

(i)            a Member or an Officer has engaged in misconduct; or

(ii)          a Member or an Officer has breached, or is likely to breach, a duty under this Constitution or the Act; or

(iii)        the Society has breached, or is likely to breach, a duty under this Constitution or the Act; or

(iv)        a Member’s rights or interests as a member have been damaged or Members’ rights or interests generally have been damaged;

(b)          Disputes Procedure means the procedure for resolving a Dispute set out in clauses 16.5 to 16.13;

(c)           a Member is a reference to a Member, as defined in clause 1.1, acting in their capacity as a Member;

(d)          an Officer is a reference to an Officer, as defined in clause 1.1, acting in their capacity as an Officer.

16.2          Application of other legislation to a Dispute: The Disputes Procedure will not apply to a Dispute to the extent that other legislation requires the Dispute to be dealt with in a different way.  The Disputes Procedure will have no effect to the extent that it contravenes, or is inconsistent with, that legislation. As an example, the Employment Relations Authority has exclusive jurisdiction to make determinations about employment relationships problems.

16.3          Application of other procedures under this Constitution or in a Bylaw:

(a)           If the Dispute is dealt with by a separate procedure under this Constitution or in a Bylaw (Other Procedure), that Other Procedure applies to the exclusion of the Disputes Procedure.  If any part of the Other Procedure is inconsistent with the rules of natural justice, that part will not apply, but the remainder of the Other Procedure will continue to apply together with adjustments as determined by the Board in its discretion so that the Other Procedure is consistent with the rules of natural justice.

(b)          If the conduct, incident, event or issue does not meet the definition of a Dispute and is managed by any Other Procedure, that Other Procedure applies to the exclusion of the Disputes Procedure.

16.4          Application of the Disputes Procedure: If the Dispute is not required by other legislation to be dealt with in a different way and it is not dealt with by any Other Procedure, the Disputes Procedure applies to the Dispute.

16.5          Raising a complaint:

(a)           A Member or an Officer may start the Disputes Procedure (a Complaint) by giving written notice to the Board setting out:

(i)            the allegation to which the dispute relates and who the allegation is against; and

(ii)          any other information reasonably required by the Society.

(b)          The Society may make a Complaint involving an allegation against a Member or an Officer by giving notice to the person concerned setting out the allegation to which the Dispute relates.

(c)           The information given must be enough to ensure a person against whom the Complaint is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.

16.6          Investigating and determining Disputes: Unless otherwise provided, the Society must as soon as is reasonably practicable after receiving or becoming aware of a Complaint, ensure the Dispute is investigated and determined.  Disputes must be dealt with in a fair, efficient, and effective manner.

16.7          Decision to not proceed with a matter: Despite the contents of the Disputes Procedure, the Society may decide not to proceed with a matter if:

(a)           the Complaint is trivial; or

(b)          the Complaint does not appear to disclose or involve any allegation of the following kind:

(i)            any material misconduct; or

(ii)          any material breach or likelihood of material breach of a duty under this Constitution or the Act; or

(iii)        any material damage to a Member’s rights or interests or Members’ rights or interests generally; or

(c)           the Complaint appears to be without foundation or there is no apparent evidence to support it; or

(d)          the person who makes the Complaint has an insignificant interest in the matter; or

(e)           the conduct, incident, event, or issue giving rise to the Complaint has already been investigated and dealt with under this Constitution; or

(f)           there has been an undue delay in making the Complaint; or

(g)           the Complaint involves two Members who are also members of an organisation (Organisation X) which is also a Member of the Society and the Complaint has either been dealt with by Organisation X or is required to be, pursuant to the dispute resolution procedures of Organisation X.

16.8          Complaint may be referred: The Society may refer a Complaint to:

(a)           a hearing body or person authorised, delegated or appointed by the Board to hear and resolve Disputes, and includes an arbitral tribunal (Hearing Body); or

(b)          a subcommittee or an external person to investigate and report; or

(c)           any type of consensual dispute resolution with the consent of all parties to the Complaint.

16.9          Hearing Body: The Board may determine the composition, jurisdiction, functions and procedures of, and any sanctions which can be imposed by, any Hearing Body.  Each Hearing Body has delegated authority by the Board to resolve, or assist to resolve, Complaints.

16.10  Bias: An individual may not be part of a Hearing Body in relation to a Complaint if two or more members of the Board or of the Hearing Body consider there are reasonable grounds to believe that the individual may not be:

(a)           impartial; or

(b)          able to consider the matter without a predetermined view.

16.11  Complainant’s right to be heard:

(a)           The Member or Officer has a right to be heard before the Complaint is resolved or any outcome is determined.  If the Society makes a Complaint, the Society has a right to be heard before the Complaint is resolved or any outcome is determined, and a Board Member or other person authorised, delegated or appointed by the Board may exercise that right on behalf of the Society. 

(b)          A Member or Officer or the Society must be taken to have been given the right if:

(i)            the Member or Officer or the Society has a reasonable opportunity to be heard in writing or at an oral hearing, if one is held; and

(ii)          an oral hearing is held if the Hearing Body considers that an oral hearing is needed to ensure an adequate hearing; and

(iii)        an oral hearing, if any, is held before the Hearing Body; and

(iv)        the Member’s or Officer’s or the Society’s written statement or submission, if any, are considered by the Hearing Body.

16.12  Respondent’s right to be heard: The Member or Officer who, or the Society which, is the subject of the Complaint (Respondent) has a right to be heard before the Complaint is resolved or any outcome is determined.  If the Respondent is the Society, a Board Member or other person authorised, delegated or appointed by the Board may exercise the right on behalf of the Society.  A Respondent must be taken to have been given the right if:

(a)           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

(b)          the Respondent has a reasonable opportunity to be heard in writing or at an oral hearing, if one is to be held; and

(c)           an oral hearing is held if the Hearing Body considers that an oral hearing is needed to ensure an adequate hearing; and

(d)          an oral hearing, if any, is held before the Hearing Body; and

(e)           the Respondent’s written statement or submissions, if any, are considered by the Hearing Body.

16.13  Appeals: There is no right of appeal or right of review of a decision unless specified.

17.              Liquidation and removal

17.1          Notice: The Board must give notice to all Members at least 20 Working Days of a proposed motion:

(a)           to appoint a liquidator;

(b)          to remove the Society from the Register of Incorporated Societies; or

(c)           for the distribution of the Society’s surplus assets.

The notice must comply with section 228 of the Act and include details of the General Meeting at which the proposed motion is to be considered.

17.2          Special resolution: Any resolution for a motion set out in clauses 17.1(a) to (c) must be passed by a Special Resolution of Members.

17.3          Surplus assets: The surplus assets of the Society, after the payment of all costs, debts and liabilities, must be disposed of to another organisation that is charitable under New Zealand law that shares similar purposes to the Society.

18.              Matters not provided for

If any matter arises that, in the opinion of the Board, is not provided for in this Constitution or any Bylaws, or if any dispute arises out of the interpretation of this Constitution or the Bylaws, the matter or dispute will be determined by the Board.

19.              Transition

19.1          Transition: This clause 19 applies to facilitate transition of the Society from the previous objects, constitution and rules to this Constitution. If this clause is inconsistent with any other clause in this Constitution, this clause applies to the extent of the inconsistency and the other clause will not.

19.2          Power of Board during transition period: Subject to the Act, the Board may amend any requirement for and/or the date by which this Constitution requires anything to be done. This clause applies for 24 months and is solely to enable flexibility in the transition of the Society from the previous objects, constitution and rules to this Constitution and to correct any unintended consequences occurring through different wording being used.

19.3          Transition of President, Patron and Board Members:

(a)           The President and Patron under the previous objects, constitution and rules remain President and Patron after this Constitution is adopted until removed in accordance with this constitution.

(b)          Board Members under the previous objects, constitution and rules remain Board Members until the next AGM after this Constitution is adopted.