From f630415a2487ec4a4ae77a47b70e842e3528ddb4 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 7 Aug 2025 14:46:32 +1200 Subject: [PATCH 01/22] Adjust boiler plate text following committee meeting, add TODO * 4.1: add remaining purposes from former rule 2a * 6.2: society may borrow money through GM resolutions * 18.4: reduce minimum number of members for AGM from 15 to 10 * 34.1.(v): remove unused option * 37.6 (added): member may apply to have their record deleted early * 54. (deleted): delete Common Seal section - won't have one anymore Added TODO.md for tracking progress of remaining work. --- constitution.md | 29 +++++++++-------------------- 1 file changed, 9 insertions(+), 20 deletions(-) diff --git a/constitution.md b/constitution.md index 3518809..c6a8538 100644 --- a/constitution.md +++ b/constitution.md @@ -56,7 +56,10 @@ 4.1. The **Society** is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely: -- (i) advancing education by providing meetups, courses, conferences, and written information around the Python programming language to the public +- (i) advancing education by providing meetups, courses, conferences, and written information around the Python programming language to the public. +- (ii) as a support community for the Python programming language. +- (iii) as a vector for the promotion of the Python programming language within non-profit, commercial and industrial organisations. +- (iv) as a vector for the promotion of the Python programming language within government bodies, including but not limited to educational bodies of all levels, medical bodies, local and national government, and political parties. 4.2. Any income, benefit, or advantage must be used to advance the charitable purposes of the **Society** @@ -70,9 +73,7 @@ 6.2. The **Society's** capacity, rights, powers, and privileges are subject to the following restrictions (if any)— -- (i) The **Society** does not have the power to borrow money. - -- (ii) If the **Society** ever needs to borrow money, the matter must be raised at a **General Meeting** for resolution. The purpose of the loan must be checked to ensure it lies within the objects of the **Society**. In this meeting, two resolutions shall be voted upon: that the purpose is compatible with the objects of the **Society**; and, separately, that the membership approves the **Society** to seek the loan. +- (i) If the **Society** ever needs to borrow money, the matter must be raised at a **General Meeting** for resolution. The purpose of the loan must be checked to ensure it lies within the objects of the **Society**. In this meeting, two resolutions shall be voted upon: that the purpose is compatible with the objects of the **Society**; and, separately, that the membership approves the **Society** to seek the loan. ### **7. Registered office** @@ -213,7 +214,7 @@ - (iv) no other proxy voting shall be permitted. -18.4. No **General Meeting** may be held unless at least 15 eligible financial **Members** attend throughout the meeting and this will constitute a quorum. +18.4. No **General Meeting** may be held unless at least 10 eligible financial **Members** attend throughout the meeting and this will constitute a quorum. 18.5. 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 **Chairperson** of the **Society**, 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. @@ -451,8 +452,6 @@ - (iv) The **Committee** passes a vote of no confidence in the **Officer**. -- (v) ***\<\<(Optional) Specify other grounds for removal\>\>*** - 34.2. with effect from (as applicable) the date specified in a resolution of the **Committee** or **Society**. ### **35. Ceasing to hold office** @@ -513,6 +512,8 @@ - (ii) The date the former **Member** ceased to be a **Member**. +37.6. A former **Member** may request the deletion of their record kept as per 37.5. immediately after ceasing to be a **Member**. The society shall then delete their record at the end of the current financial year. + ### **38. Interests Register** 38.1. 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. @@ -800,18 +801,6 @@ ## **Other** -### **54. Common seal** - -54.1. The **Society** will have a common seal that must be kept in the custody of— - -- (i) an **Officer** - -54.2. The common seal may be affixed to any document: - -- (i) by resolution of the **Committee**, and must be countersigned by 2 **Officers** or - -- (ii) by such other means as the **Committee** may resolve from time to time. - -### **55. Bylaws** +### **54. Bylaws** 55.1. The **Committee** from time to time may make and amend bylaws, and policies for the conduct and control of **Society** activities and codes of conduct applicable to **Members**, but no such bylaws, policies or codes of conduct applicable to **Members** shall be inconsistent with this **Constitution**, the **Act**, regulations made under the **Act**, or any other legislation. From c347c02cac3e9d7ba389ad3b35a0f2122569f4ec Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 7 Aug 2025 14:53:54 +1200 Subject: [PATCH 02/22] Add TODO Oops was meant to be in the previous commit --- TODO.md | 47 +++++++++++++++++++++++++++++++++++++++++++++++ 1 file changed, 47 insertions(+) create mode 100644 TODO.md diff --git a/TODO.md b/TODO.md new file mode 100644 index 0000000..859f1ad --- /dev/null +++ b/TODO.md @@ -0,0 +1,47 @@ +# Still to be agreed by entire committee + +* [ ] 6.2 Borrowing via GM retained +* [ ] 33.2/33.3 term limits (and when the counting starts) +* [ ] 37.6 Right to be forgotten (new) + +# Questions for lawyer + +* [ ] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society into disrepute." - listed separately from a dispute resolution result 15.1.(ii) and thus bypassing it? What would be a practical situation where this is justifiably used? +* [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this determination of disrepute seems to bypass the dispute resolution process? What would be a practical situation where this is justifiably used? +* [ ] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does this not open us up to disputes that are unrelated to the society (other than the parties are members)? Potentially leading to mediation costs covered by the society? (based on a true story) +* [ ] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms and sending of emails covers the requirement "in writing"? +* [ ] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be forgotten" clause? + +Please note - we intend to put some "implementation details" into bylaws: +- Membership runs with the financial year 01 Jan-31 Dec, the initial fee is proportionate (e.g. joining in October) +- Very specific bank account and VISA card setup, dual signatories and bank mandate change process (the treasurer is not mentioned in 40.) +- Guidelines and commitment forms for event organisers +- Code of Conduct +- Activities - what we actually do in pursuit of our purposes listed in 4.1 +- Reporting/Transparency - what information is published where (e.g. AGM minutes) + +# Bylaws + +* [ ] Membership + * [ ] Runs 1 Jan-31 Dec, initial fee proportionate +* [ ] Bank Accounts and Cards + * [ ] Mechanism main/card + * [ ] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) +* [ ] Event Organisers + * [ ] Goals / Relationship + * [ ] Commitment + * [ ] Events HOWTO +* [ ] Code of Conduct +* [ ] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct)) +* [ ] Transparency + * [ ] Minutes of AGM -> publish to members (/public?) + +# Consequences + +* [ ] (Vice) President -> (Vice) Chairperson (email / alias, 1Password, website, HelloClub) +* [ ] Upon adoption: confirm existing life members +* [ ] Upon adoption: confirm existing membership fees +* [ ] Election process: must confirm they would stand if elected +* [ ] Election process: must certify that they're not ineligible +* [ ] Election process: counting scrutineers are 2 members who are not nominees +* [ ] Election process bylaws? From 8c7e2ee93498e39d6d982e6fd9f93c5ed4512643 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Fri, 8 Aug 2025 09:34:47 +1200 Subject: [PATCH 03/22] Add linting support and github action to run it --- .editorconfig | 10 +++++++ .github/workflows/pre-commit.yaml | 36 +++++++++++++++++++++++ .pre-commit-config.yaml | 48 +++++++++++++++++++++++++++++++ prettier.config.cjs | 13 +++++++++ 4 files changed, 107 insertions(+) create mode 100644 .editorconfig create mode 100644 .github/workflows/pre-commit.yaml create mode 100644 .pre-commit-config.yaml create mode 100644 prettier.config.cjs diff --git a/.editorconfig b/.editorconfig new file mode 100644 index 0000000..b99434d --- /dev/null +++ b/.editorconfig @@ -0,0 +1,10 @@ +[*.{css,js,json,less,md,py,rst,sass,scss,svg.j2,xml,yaml,yml}] +charset = utf-8 +end_of_line = lf +indent_size = 4 +indent_style = space +insert_final_newline = true +trim_trailing_whitespace = true + +[*.{json,yml,yaml,rst,md}] +indent_size = 2 diff --git a/.github/workflows/pre-commit.yaml b/.github/workflows/pre-commit.yaml new file mode 100644 index 0000000..8481410 --- /dev/null +++ b/.github/workflows/pre-commit.yaml @@ -0,0 +1,36 @@ +name: pre-commit + +on: + pull_request: + branches: + - "main*" + push: + branches: + - "main" + +jobs: + pre-commit: + runs-on: ubuntu-22.04 + steps: + - uses: actions/checkout@v4 + - uses: actions/setup-python@v5 + with: + python-version: "3.11" + - name: Get python version + run: echo "PY=$(python -VV | sha256sum | cut -d' ' -f1)" >> $GITHUB_ENV + - uses: actions/cache@v4 + with: + path: ~/.cache/pre-commit + key: pre-commit|${{ env.PY }}|${{ hashFiles('.pre-commit-config.yaml') }} + - name: Install pre-commit + run: pip install pre-commit + - name: Run pre-commit + run: pre-commit run --all-files --show-diff-on-failure --color=always + - name: Check that all files generated by pre-commit are in git + run: | + newfiles="$(git ls-files --others --exclude-from=.gitignore)" + if [ "$newfiles" != "" ] ; then + echo "Please check-in the following files:" + echo "$newfiles" + exit 1 + fi diff --git a/.pre-commit-config.yaml b/.pre-commit-config.yaml new file mode 100644 index 0000000..91a7b1b --- /dev/null +++ b/.pre-commit-config.yaml @@ -0,0 +1,48 @@ +default_language_version: + python: python3 + node: "22.9.0" +repos: + - repo: local + hooks: + - id: prettier + name: prettier (with plugin-xml) + entry: prettier + args: + - --write + - --list-different + - --ignore-unknown + types: [text] + files: \.(css|htm|html|js|json|jsx|less|md|scss|toml|ts|xml|yaml|yml)$ + language: node + additional_dependencies: + - "prettier@3.3.3" + - "@prettier/plugin-xml@3.4.1" + - repo: https://github.com/pre-commit/pre-commit-hooks + rev: v4.6.0 + hooks: + - id: trailing-whitespace + - id: end-of-file-fixer + - id: debug-statements + - id: fix-encoding-pragma + args: ["--remove"] + - id: check-case-conflict + - id: check-docstring-first + - id: check-executables-have-shebangs + - id: check-merge-conflict + - id: check-symlinks + - id: check-xml + - id: mixed-line-ending + args: ["--fix=lf"] + - repo: https://github.com/astral-sh/ruff-pre-commit + rev: v0.6.8 + hooks: + - id: ruff + args: [--fix, --exit-non-zero-on-fix] + - id: ruff-format + - repo: https://github.com/PyCQA/pylint + rev: v3.3.4 + hooks: + - id: pylint + - id: pylint + additional_dependencies: + - "pdfbaker" diff --git a/prettier.config.cjs b/prettier.config.cjs new file mode 100644 index 0000000..75e7d2e --- /dev/null +++ b/prettier.config.cjs @@ -0,0 +1,13 @@ +/** @type {import('prettier').Config} */ + +const config = { + plugins: [require.resolve("@prettier/plugin-xml")], + bracketSpacing: false, + printWidth: 88, + proseWrap: "always", + semi: true, + trailingComma: "es5", + xmlWhitespaceSensitivity: "strict", +}; + +module.exports = config; From 3e9ea5300f14b474b8f3c7412feaa3bb9abc6b82 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Fri, 8 Aug 2025 09:35:50 +1200 Subject: [PATCH 04/22] Move constitution to separate directory, ignore html/pdf Also stop recommending weasyprint (it does the bullet points wrong) --- README.md | 10 +++++----- constitution/.gitignore | 3 +++ constitution.css => constitution/constitution.css | 0 constitution.md => constitution/constitution.md | 0 4 files changed, 8 insertions(+), 5 deletions(-) create mode 100644 constitution/.gitignore rename constitution.css => constitution/constitution.css (100%) rename constitution.md => constitution/constitution.md (100%) diff --git a/README.md b/README.md index 3fe44d6..9bc9ad1 100644 --- a/README.md +++ b/README.md @@ -3,7 +3,7 @@ Official rules of [Python New Zealand](https://python.nz).
This repository holds the authoritative source code of the documents and tracks changes to them. -* Constitution +* [Constitution](constitution/constitution.md) * Bylaws * Code of Conduct @@ -31,8 +31,8 @@ pandoc -s constitution.md -o constitution.html -c constitution.css -V "pagetitle #### Create PDF -Use [weasyprint](https://weasyprint.org) or similar, or just print from your browser: -``` -weasyprint constitution.html constitution.pdf -``` +Just print the HTML from your browser to a PDF file.
+If you want to use a dedicated conversion tool instead, check that it does the job correctly +(the numbering of bullets and sub bullets is where [weasyprint] failed) + diff --git a/constitution/.gitignore b/constitution/.gitignore new file mode 100644 index 0000000..ce18ab0 --- /dev/null +++ b/constitution/.gitignore @@ -0,0 +1,3 @@ +constitution.html +constitution.pdf + diff --git a/constitution.css b/constitution/constitution.css similarity index 100% rename from constitution.css rename to constitution/constitution.css diff --git a/constitution.md b/constitution/constitution.md similarity index 100% rename from constitution.md rename to constitution/constitution.md From b7ac61541ab6f76600a0b183dfffcc25c747ecea Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Fri, 8 Aug 2025 09:38:36 +1200 Subject: [PATCH 05/22] Tidy up formatting with prettier --- README.md | 32 +- TODO.md | 74 +-- constitution/.gitignore | 1 - constitution/constitution.css | 1 - constitution/constitution.md | 974 ++++++++++++++++++++++++---------- 5 files changed, 762 insertions(+), 320 deletions(-) diff --git a/README.md b/README.md index 9bc9ad1..d2e9cd9 100644 --- a/README.md +++ b/README.md @@ -1,38 +1,42 @@ # Python New Zealand - Rules -Official rules of [Python New Zealand](https://python.nz).
-This repository holds the authoritative source code of the documents and tracks changes to them. +Official rules of [Python New Zealand](https://python.nz).
This repository holds the +authoritative source code of the documents and tracks changes to them. -* [Constitution](constitution/constitution.md) -* Bylaws -* Code of Conduct +- [Constitution](constitution/constitution.md) +- Bylaws +- Code of Conduct ## How to create documents ### Constitution -This is Markdown source code to produce HTML (for https://python.nz) and PDF (for printing)
-*Note: On github.com, bullet points will show in addition to numbering (styling is ignored)* +This is Markdown source code to produce HTML (for https://python.nz) and PDF (for +printing)
_Note: On github.com, bullet points will show in addition to numbering +(styling is ignored)_ #### Create HTML Use [pandoc](https://pandoc.org): + ``` pandoc -s constitution.md -o constitution.html -c constitution.css -V "pagetitle:Constitution" ``` -(`-s` standalone = embed external CSS, `pagetitle` to suppress title warning without inserting another headline) + +(`-s` standalone = embed external CSS, `pagetitle` to suppress title warning without +inserting another headline) #### Table of Contents -Optionally, `--toc` will also create a table of contents with headline links (handy but not fit for PDF) +Optionally, `--toc` will also create a table of contents with headline links (handy but +not fit for PDF) + ``` pandoc -s constitution.md -o constitution.html -c constitution.css -V "pagetitle:Constitution" --toc ``` #### Create PDF -Just print the HTML from your browser to a PDF file.
-If you want to use a dedicated conversion tool instead, check that it does the job correctly -(the numbering of bullets and sub bullets is where [weasyprint] failed) - - +Just print the HTML from your browser to a PDF file.
If you want to use a dedicated +conversion tool instead, check that it does the job correctly (the numbering of bullets +and sub bullets is where [weasyprint] failed) diff --git a/TODO.md b/TODO.md index 859f1ad..9412511 100644 --- a/TODO.md +++ b/TODO.md @@ -1,20 +1,33 @@ # Still to be agreed by entire committee -* [ ] 6.2 Borrowing via GM retained -* [ ] 33.2/33.3 term limits (and when the counting starts) -* [ ] 37.6 Right to be forgotten (new) +- [ ] 6.2 Borrowing via GM retained +- [ ] 33.2/33.3 term limits (and when the counting starts) +- [ ] 37.6 Right to be forgotten (new) # Questions for lawyer -* [ ] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society into disrepute." - listed separately from a dispute resolution result 15.1.(ii) and thus bypassing it? What would be a practical situation where this is justifiably used? -* [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this determination of disrepute seems to bypass the dispute resolution process? What would be a practical situation where this is justifiably used? -* [ ] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does this not open us up to disputes that are unrelated to the society (other than the parties are members)? Potentially leading to mediation costs covered by the society? (based on a true story) -* [ ] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms and sending of emails covers the requirement "in writing"? -* [ ] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be forgotten" clause? +- [ ] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society + into disrepute." - listed separately from a dispute resolution result 15.1.(ii) + and thus bypassing it? What would be a practical situation where this is + justifiably used? +- [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this + determination of disrepute seems to bypass the dispute resolution process? What + would be a practical situation where this is justifiably used? +- [ ] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does + this not open us up to disputes that are unrelated to the society (other than the + parties are members)? Potentially leading to mediation costs covered by the + society? (based on a true story) +- [ ] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms + and sending of emails covers the requirement "in writing"? +- [ ] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be + forgotten" clause? Please note - we intend to put some "implementation details" into bylaws: -- Membership runs with the financial year 01 Jan-31 Dec, the initial fee is proportionate (e.g. joining in October) -- Very specific bank account and VISA card setup, dual signatories and bank mandate change process (the treasurer is not mentioned in 40.) + +- Membership runs with the financial year 01 Jan-31 Dec, the initial fee is + proportionate (e.g. joining in October) +- Very specific bank account and VISA card setup, dual signatories and bank mandate + change process (the treasurer is not mentioned in 40.) - Guidelines and commitment forms for event organisers - Code of Conduct - Activities - what we actually do in pursuit of our purposes listed in 4.1 @@ -22,26 +35,27 @@ Please note - we intend to put some "implementation details" into bylaws: # Bylaws -* [ ] Membership - * [ ] Runs 1 Jan-31 Dec, initial fee proportionate -* [ ] Bank Accounts and Cards - * [ ] Mechanism main/card - * [ ] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) -* [ ] Event Organisers - * [ ] Goals / Relationship - * [ ] Commitment - * [ ] Events HOWTO -* [ ] Code of Conduct -* [ ] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct)) -* [ ] Transparency - * [ ] Minutes of AGM -> publish to members (/public?) +- [ ] Membership + - [ ] Runs 1 Jan-31 Dec, initial fee proportionate +- [ ] Bank Accounts and Cards + - [ ] Mechanism main/card + - [ ] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) +- [ ] Event Organisers + - [ ] Goals / Relationship + - [ ] Commitment + - [ ] Events HOWTO +- [ ] Code of Conduct +- [ ] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct)) +- [ ] Transparency + - [ ] Minutes of AGM -> publish to members (/public?) # Consequences -* [ ] (Vice) President -> (Vice) Chairperson (email / alias, 1Password, website, HelloClub) -* [ ] Upon adoption: confirm existing life members -* [ ] Upon adoption: confirm existing membership fees -* [ ] Election process: must confirm they would stand if elected -* [ ] Election process: must certify that they're not ineligible -* [ ] Election process: counting scrutineers are 2 members who are not nominees -* [ ] Election process bylaws? +- [ ] (Vice) President -> (Vice) Chairperson (email / alias, 1Password, website, + HelloClub) +- [ ] Upon adoption: confirm existing life members +- [ ] Upon adoption: confirm existing membership fees +- [ ] Election process: must confirm they would stand if elected +- [ ] Election process: must certify that they're not ineligible +- [ ] Election process: counting scrutineers are 2 members who are not nominees +- [ ] Election process bylaws? diff --git a/constitution/.gitignore b/constitution/.gitignore index ce18ab0..a7561c9 100644 --- a/constitution/.gitignore +++ b/constitution/.gitignore @@ -1,3 +1,2 @@ constitution.html constitution.pdf - diff --git a/constitution/constitution.css b/constitution/constitution.css index 73ac1b0..7ab32db 100644 --- a/constitution/constitution.css +++ b/constitution/constitution.css @@ -1,4 +1,3 @@ ul { list-style: none; } - diff --git a/constitution/constitution.md b/constitution/constitution.md index c6a8538..1816e89 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -4,90 +4,134 @@ ### **1. Name** -1.1. The name of the society is New Zealand Python User Group Incorporated (trading as Python New Zealand), in this **Constitution** referred to as the '**Society**'. +1.1. The name of the society is New Zealand Python User Group Incorporated (trading as +Python New Zealand), in this **Constitution** referred to as the '**Society**'. ### **2. Charitable status** -2.1. The **Society** is already, or intends after incorporation, to be registered as a charitable entity under the Charities Act 2005. +2.1. The **Society** is already, or intends after incorporation, to be registered as a +charitable entity under the Charities Act 2005. ### **3. Definitions** -3.1. In this **Constitution**, unless the context requires otherwise, the following words and phrases have the following meanings: +3.1. In this **Constitution**, unless the context requires otherwise, the following +words and phrases have the following meanings: -- 3.1.1. **'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. +- 3.1.1. **'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. -- 3.1.2. **'Annual General Meeting'** means a meeting of the **Members** of the **Society** held once per year which, among other things, will receive and consider reports on the **Society**'s activities and finances. +- 3.1.2. **'Annual General Meeting'** means a meeting of the **Members** of the + **Society** held once per year which, among other things, will receive and consider + reports on the **Society**'s activities and finances. -- 3.1.3. **'Chairperson'** means the **Officer** responsible for chairing **General Meetings** and committee meetings, and who provides leadership for the **Society**. +- 3.1.3. **'Chairperson'** means the **Officer** responsible for chairing **General + Meetings** and committee meetings, and who provides leadership for the **Society**. - 3.1.4. **'Committee'** means the **Society**'s governing body. - 3.1.5. **'Constitution'** means the rules in this document. -- 3.1.6. **'Deputy Chairperson'** means the **Officer** elected or appointed to deputise in the absence of the **Chairperson**. +- 3.1.6. **'Deputy Chairperson'** means the **Officer** elected or appointed to deputise + in the absence of the **Chairperson**. -- 3.1.7. **'General Meeting'** means either an **Annual General Meeting** or a **Special General Meeting** of the **Members** of the **Society**. +- 3.1.7. **'General Meeting'** means either an **Annual General Meeting** or a **Special + General Meeting** of the **Members** of the **Society**. -- 3.1.8. **'Interested Member'** means a **Member** who is interested in a matter for any of the reasons set out in section 62 of the **Act**. +- 3.1.8. **'Interested Member'** means a **Member** who is interested in a matter for + any of the reasons set out in section 62 of the **Act**. -- 3.1.9. **'Interests Register'** means the register of interests of **Officers**, kept under this **Constitution** and as required by section 73 of the **Act**. +- 3.1.9. **'Interests Register'** means the register of interests of **Officers**, kept + under this **Constitution** and as required by section 73 of the **Act**. - 3.1.10. **'Matter'** means— + - (i) the **Society's** performance of its activities or exercise of its powers; or - - (ii) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the **Society**. + - (ii) an arrangement, agreement, or contract (a transaction) made or entered into, or + proposed to be entered into, by the **Society**. -- 3.1.11. **'Member'** means a person who has consented to become a **Member** of the **Society** and has been properly admitted to the **Society** who has not ceased to be a **Member** of the **Society**. +- 3.1.11. **'Member'** means a person who has consented to become a **Member** of the + **Society** and has been properly admitted to the **Society** who has not ceased to be + a **Member** of the **Society**. -- 3.1.12. **'Notice'** to **Members** includes any notice given by email, post, or courier. +- 3.1.12. **'Notice'** to **Members** includes any notice given by email, post, or + courier. - 3.1.13. **'Officer'** means a natural person who is: + - (i) a member of the **Committee**, or - - (ii) occupying a position in the **Society** that allows them to exercise significant influence over the management or administration of the **Society**, including any Chief Executive or Treasurer. + - (ii) occupying a position in the **Society** that allows them to exercise + significant influence over the management or administration of the **Society**, + including any Chief Executive or Treasurer. -- 3.1.14. **'Register of Members'** means the register of **Members** kept under this **Constitution** as required by section 79 of the **Act**. +- 3.1.14. **'Register of Members'** means the register of **Members** kept under this + **Constitution** as required by section 79 of the **Act**. -- 3.1.15. **'Secretary'** means the **Officer** responsible for the matters specifically noted in this **Constitution**. +- 3.1.15. **'Secretary'** means the **Officer** responsible for the matters specifically + noted in this **Constitution**. -- 3.1.16. **'Special General Meeting'** means a meeting of the **Members,** other than an **Annual General Meeting,** called for a specific purpose or purposes. +- 3.1.16. **'Special General Meeting'** means a meeting of the **Members,** other than + an **Annual General Meeting,** called for a specific purpose or purposes. -- 3.1.17. **'Working Days'** mean as defined in the Legislation Act 2019. Examples of days that are not **Working Days** include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign's birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day. +- 3.1.17. **'Working Days'** mean as defined in the Legislation Act 2019. Examples of + days that are not **Working Days** include, but are not limited to, the following — a + Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the + Sovereign's birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day. ### **4. Purposes** -4.1. The **Society** is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely: +4.1. The **Society** is established and maintained exclusively for charitable purposes +(including any purposes ancillary to those charitable purposes), namely: -- (i) advancing education by providing meetups, courses, conferences, and written information around the Python programming language to the public. +- (i) advancing education by providing meetups, courses, conferences, and written + information around the Python programming language to the public. - (ii) as a support community for the Python programming language. -- (iii) as a vector for the promotion of the Python programming language within non-profit, commercial and industrial organisations. -- (iv) as a vector for the promotion of the Python programming language within government bodies, including but not limited to educational bodies of all levels, medical bodies, local and national government, and political parties. +- (iii) as a vector for the promotion of the Python programming language within + non-profit, commercial and industrial organisations. +- (iv) as a vector for the promotion of the Python programming language within + government bodies, including but not limited to educational bodies of all levels, + medical bodies, local and national government, and political parties. -4.2. Any income, benefit, or advantage must be used to advance the charitable purposes of the **Society** + 4.2. Any income, benefit, or advantage must be used to advance the charitable purposes + of the **Society** ### **5. Act and Regulations** -5.1. Nothing in this **Constitution** authorises the **Society** to do anything which contravenes or is inconsistent with the **Act**, any regulations made under the **Act**, or any other legislation. +5.1. Nothing in this **Constitution** authorises the **Society** to do anything which +contravenes or is inconsistent with the **Act**, any regulations made under the **Act**, +or any other legislation. ### **6. Restrictions on society powers** -6.1. The **Society** must not be carried on for the financial gain of any of its members. +6.1. The **Society** must not be carried on for the financial gain of any of its +members. -6.2. The **Society's** capacity, rights, powers, and privileges are subject to the following restrictions (if any)— +6.2. The **Society's** capacity, rights, powers, and privileges are subject to the +following restrictions (if any)— -- (i) If the **Society** ever needs to borrow money, the matter must be raised at a **General Meeting** for resolution. The purpose of the loan must be checked to ensure it lies within the objects of the **Society**. In this meeting, two resolutions shall be voted upon: that the purpose is compatible with the objects of the **Society**; and, separately, that the membership approves the **Society** to seek the loan. +- (i) If the **Society** ever needs to borrow money, the matter must be raised at a + **General Meeting** for resolution. The purpose of the loan must be checked to ensure + it lies within the objects of the **Society**. In this meeting, two resolutions shall + be voted upon: that the purpose is compatible with the objects of the **Society**; + and, separately, that the membership approves the **Society** to seek the loan. ### **7. Registered office** -7.1. The registered office of the **Society** shall be at such place in New Zealand as the **Committee** from time to time determines. +7.1. The registered office of the **Society** shall be at such place in New Zealand as +the **Committee** from time to time determines. -7.2. Changes to the registered office shall be notified to the Registrar of Incorporated Societies— +7.2. Changes to the registered office shall be notified to the Registrar of Incorporated +Societies— -- (i) at least 5 working days before the change of address for the registered office is due to take effect, and +- (i) at least 5 working days before the change of address for the registered office is + due to take effect, and - (ii) in a form and as required by the **Act**. ### **8. Contact person** -8.1. The **Society** shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed. +8.1. The **Society** shall have at least 1 but no more than 3 contact person(s) whom the +Registrar can contact when needed. 8.2. The **Society**'s contact person must be: @@ -95,34 +139,45 @@ - (ii) Ordinarily resident in New Zealand. -8.3. A contact person can be appointed by the **Committee** or elected by the **Members** at a **General Meeting**. + 8.3. A contact person can be appointed by the **Committee** or elected by the + **Members** at a **General Meeting**. -8.4. Each contact person's name must be provided to theRegistrar of Incorporated Societies, along with their contact details, including: + 8.4. Each contact person's name must be provided to theRegistrar of Incorporated + Societies, along with their contact details, including: - (i) a physical address or an electronic address, and - (ii) a telephone number. -8.5. Any change in that contact person or that person's name or contact details shall be advised to the Registrar of Incorporated Societies within 20 **Working Days** of that change occurring, or the **Society** becoming aware of the change. + 8.5. Any change in that contact person or that person's name or contact details shall + be advised to the Registrar of Incorporated Societies within 20 **Working Days** of + that change occurring, or the **Society** becoming aware of the change. ## **Members** ### **9. Minimum number of members** -9.1. The **Society** shall maintain the minimum number of **Members** required by the **Act**. +9.1. The **Society** shall maintain the minimum number of **Members** required by the +**Act**. ### **10. Types of members** -10.1. The classes of membership and the method by which **Members** are admitted to different classes of membership are as follows: +10.1. The classes of membership and the method by which **Members** are admitted to +different classes of membership are as follows: -- (i) **Member** - A **Member** is an individual or body corporate admitted to membership under this **Constitution** and who or which has not ceased to be a **Member**. +- (i) **Member** A **Member** is an individual or body corporate admitted to membership + under this **Constitution** and who or which has not ceased to be a **Member**. -- (ii) **Life Member** - A **Life Member** is a person honoured for highly valued services to the **Society** elected as a **Life Member** by resolution of a **General Meeting** passed by a simple majority of those **Members** present and 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 and levies. +- (ii) **Life Member** A **Life Member** is a person honoured for highly valued services + to the **Society** elected as a **Life Member** by resolution of a **General Meeting** + passed by a simple majority of those **Members** present and 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 and levies. -- (iii) **Honorary Member** - An **Honorary Member** is a person honoured for services to the **Society** or in an associated field elected as an **Honorary Member** by resolution of a **General Meeting** passed by a simple majority of those present and voting. An **Honorary Member** has no membership rights, privileges or duties. +- (iii) **Honorary Member** An **Honorary Member** is a person honoured for services to + the **Society** or in an associated field elected as an **Honorary Member** by + resolution of a **General Meeting** passed by a simple majority of those present and + voting. An **Honorary Member** has no membership rights, privileges or duties. ### **11. Becoming a member: consent** @@ -130,119 +185,214 @@ ### **12. Becoming a member: process** -12.1. An applicant for membership must complete and sign any application form, supply any information, or attend an interview as may be reasonably required by the **Committee** regarding an application for membership and will become a **Member** on acceptance of that application by the **Committee**. +12.1. An applicant for membership must complete and sign any application form, supply +any information, or attend an interview as may be reasonably required by the +**Committee** regarding an application for membership and will become a **Member** on +acceptance of that application by the **Committee**. -12.2. The **Committee** may accept or decline an application for membership at its sole discretion. The **Committee** must advise the applicant of its decision. +12.2. The **Committee** may accept or decline an application for membership at its sole +discretion. The **Committee** must advise the applicant of its decision. -12.3. The signed written consent of every **Member** to become a **Society Member** shall be retained in the **Society's** membership records. +12.3. The signed written consent of every **Member** to become a **Society Member** +shall be retained in the **Society's** membership records. ### **13. Members' obligations and rights** -13.1. Every **Member** shall provide the **Society** in writing with that **Member**'s name and contact details (namely, physical or email address and a telephone number) and promptly advise the **Society** in writing of any changes to those details. +13.1. Every **Member** shall provide the **Society** in writing with that **Member**'s +name and contact details (namely, physical or email address and a telephone number) and +promptly advise the **Society** in writing of any changes to those details. -13.2. All **Members** shall promote the interests and purposes of the **Society** and shall do nothing to bring the **Society** into disrepute. +13.2. All **Members** shall promote the interests and purposes of the **Society** and +shall do nothing to bring the **Society** into disrepute. -13.3. A **Member** is only entitled to exercise the rights of membership (including attending and voting at **General Meetings**, accessing or using the **Society's** premises, facilities, equipment and other property, and participating in **Society** activities) if all subscriptions and any other fees have been paid to the **Society** by their respective due dates, but no **Member** or **Life Member** is liable for an obligation of the **Society** by reason only of being a **Member**. +13.3. A **Member** is only entitled to exercise the rights of membership (including +attending and voting at **General Meetings**, accessing or using the **Society's** +premises, facilities, equipment and other property, and participating in **Society** +activities) if all subscriptions and any other fees have been paid to the **Society** by +their respective due dates, but no **Member** or **Life Member** is liable for an +obligation of the **Society** by reason only of being a **Member**. -13.4. Any **Member** that is a body corporate shall provide the Committee, in writing, with the name and contact details of the person who is the organisation's authorised representative, and that person shall be deemed to be the organisation's proxy for the purposes of voting at **General Meetings**. +13.4. Any **Member** that is a body corporate shall provide the Committee, in writing, +with the name and contact details of the person who is the organisation's authorised +representative, and that person shall be deemed to be the organisation's proxy for the +purposes of voting at **General Meetings**. -13.5. The **Committee** may decide what access or use **Members** may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the **Society**, and to participate in **Society** activities, including any conditions of and fees for such access, use or involvement. +13.5. The **Committee** may decide what access or use **Members** may have of or to any +premises, facilities, equipment or other property owned, occupied or otherwise used by +the **Society**, and to participate in **Society** activities, including any conditions +of and fees for such access, use or involvement. ### **14. Subscriptions and fees** -14.1. The annual subscription and any other fees for membership for the then current financial year shall be set by resolution of a **General Meeting** (which can also decide that payment be made by periodic instalments). - -14.2. Any **Member** failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 60 **Working Days** of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any **Society** activity or to access or use the **Society**'s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 60 **Working Days** 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**). +14.1. The annual subscription and any other fees for membership for the then current +financial year shall be set by resolution of a **General Meeting** (which can also +decide that payment be made by periodic instalments). + +14.2. Any **Member** failing to pay the annual subscription (including any periodic +payment), any levy, or any capitation fees, within 60 **Working Days** of the date the +same was due for payment shall be considered as unfinancial and shall (without being +released from the obligation of payment) have no membership rights and shall not be +entitled to participate in any **Society** activity or to access or use the +**Society**'s premises, facilities, equipment and other property until all the arrears +are paid. If such arrears are not paid within 60 **Working Days** 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**). ### **15. Ceasing to be a member** 15.1. A **Member** ceases to be a **Member**— -- (i) by resignation from that **Member**'s class of membership by written notice signed by that **Member** to the **Committee**, or +- (i) by resignation from that **Member**'s class of membership by written notice signed + by that **Member** to the **Committee**, or -- (ii) on termination of a **Member**'s membership following a dispute resolution process under this **Constitution**, or +- (ii) on termination of a **Member**'s membership following a dispute resolution + process under this **Constitution**, or -- (iii) on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or +- (iii) on death (or if a body corporate on liquidation or deregistration, or if a + partnership on dissolution of the partnership), or - (iv) by resolution of the **Committee** where— - - (a) The **Member** has failed to pay a subscription, levy or other amount due to the **Society** within 60 **Working Days** of the due date for payment. - - (b) In the opinion of the **Committee** the **Member** has brought the **Society** into disrepute. -15.2. with effect from (as applicable)— + - (a) The **Member** has failed to pay a subscription, levy or other amount due to the + **Society** within 60 **Working Days** of the due date for payment. + - (b) In the opinion of the **Committee** the **Member** has brought the **Society** + into disrepute. + + 15.2. with effect from (as applicable)— -- (i) the date of receipt of the **Member**'s notice of resignation by the **Committee** (or any subsequent date stated in the notice of resignation), or +- (i) the date of receipt of the **Member**'s notice of resignation by the **Committee** + (or any subsequent date stated in the notice of resignation), or -- (ii) the date of termination of the **Member**'s membership under this **Constitution**, or +- (ii) the date of termination of the **Member**'s membership under this + **Constitution**, or -- (iii) the date of death of the **Member** (or if a body corporate from the date of its liquidation or deregistration, or if a partnership from the date of its dissolution), or +- (iii) the date of death of the **Member** (or if a body corporate from the date of its + liquidation or deregistration, or if a partnership from the date of its dissolution), + or -- (iv) the date specified in a resolution of the **Committee** and when a **Member**'s membership has been terminated the **Committee** shall promptly notify the former **Member** in writing. +- (iv) the date specified in a resolution of the **Committee** and when a **Member**'s + membership has been terminated the **Committee** shall promptly notify the former + **Member** in writing. ### **16. Obligations once membership has ceased** 16.1. A **Member** who has ceased to be a **Member** under this **Constitution**— -- (i) remains liable to pay all subscriptions and other fees to the **Society**'s next balance date, +- (i) remains liable to pay all subscriptions and other fees to the **Society**'s next + balance date, -- (ii) shall cease to hold himself or herself out as a **Member** of the **Society**, and +- (ii) shall cease to hold himself or herself out as a **Member** of the **Society**, + and -- (iii) shall return to the **Society** all material provided to **Members** by the **Society** (including any membership certificate, badges, handbooks and manuals). +- (iii) shall return to the **Society** all material provided to **Members** by the + **Society** (including any membership certificate, badges, handbooks and manuals). - (iv) shall cease to be entitled to any of the rights of a **Society Member**. ### **17. Becoming a member again** -17.1. Any former **Member** may apply for re-admission in the manner prescribed for new applicants, and may be re-admitted only by resolution of the **Committee**. +17.1. Any former **Member** may apply for re-admission in the manner prescribed for new +applicants, and may be re-admitted only by resolution of the **Committee**. -17.2. But, if a former **Member**'s membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a resolution passed at a **General Meeting** on the recommendation of the **Committee**. +17.2. But, if a former **Member**'s membership was terminated following a disciplinary +or dispute resolution process, the applicant may be re-admitted only by a resolution +passed at a **General Meeting** on the recommendation of the **Committee**. ## **General meetings** ### **18. Procedures for all general meetings** -18.1. The **Committee** shall give all **Members** at least 20 **Working Days**' written **Notice** of any **General Meeting** and of the business to be conducted at that **General Meeting**. +18.1. The **Committee** shall give all **Members** at least 20 **Working Days**' written +**Notice** of any **General Meeting** and of the business to be conducted at that +**General Meeting**. -18.2. That **Notice** will be addressed to the **Member** at the contact address notified to the **Society** and recorded in the **Society'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**. +18.2. That **Notice** will be addressed to the **Member** at the contact address +notified to the **Society** and recorded in the **Society'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**. 18.3. Only financial **Members** may attend, speak and vote at **General Meetings**— - (i) in person, or -- (ii) by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the **Committee** before the commencement of the **General Meeting,** or +- (ii) by a signed original written proxy (an email or copy not being acceptable) in + favour of some individual entitled to be present at the meeting and received by, or + handed to, the **Committee** before the commencement of the **General Meeting,** or -- (iii) through the authorised representative of a body corporate as notified to the **Committee**, and +- (iii) through the authorised representative of a body corporate as notified to the + **Committee**, and - (iv) no other proxy voting shall be permitted. -18.4. No **General Meeting** may be held unless at least 10 eligible financial **Members** attend throughout the meeting and this will constitute a quorum. - -18.5. 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 **Chairperson** of the **Society**, 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. - -18.6. 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. - -18.7. 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** or voting by remote ballot. - -18.8. Any decisions made when a quorum is not present are not valid. - -18.9. The **Society** may pass a written resolution in lieu of a **General Meeting**, and a written resolution is as valid for the purposes of the **Act** and this **Constitution** as if it had been passed at a **General Meeting** if it is approved by no less than 75 percent of the **Members** who are entitled to vote on the resolution. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more **Members**. A **Member** may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the **Constitution** (for example, by electronic means). - -18.10. **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. - -18.11. All **General Meetings** shall be chaired by the **Chairperson**. If the **Chairperson** is absent, the Deputy Chairperson shall chair that meeting. - -18.12. Any person chairing a **General Meeting** has a deliberative and, in the event of a tied vote, a casting vote. - -18.13. Any person chairing a **General Meeting** may — - -- (i) 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. - -- (ii) 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 - -- (iii) In the absence of a quorum or in the case of emergency, adjourn the **General Meeting** or declare it closed. - -18.14. The **Committee** may propose motions for the **Society** to vote on (**'Committee Motions'**), which shall be notified to **Members** with the notice of the **General Meeting.** - -18.15. 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 10 **Working Days** before that meeting. 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**. + 18.4. No **General Meeting** may be held unless at least 10 eligible financial + **Members** attend throughout the meeting and this will constitute a quorum. + + 18.5. 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 + **Chairperson** of the **Society**, 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. + + 18.6. 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. + + 18.7. 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** or voting by remote ballot. + + 18.8. Any decisions made when a quorum is not present are not valid. + + 18.9. The **Society** may pass a written resolution in lieu of a **General Meeting**, + and a written resolution is as valid for the purposes of the **Act** and this + **Constitution** as if it had been passed at a **General Meeting** if it is approved + by no less than 75 percent of the **Members** who are entitled to vote on the + resolution. A written resolution may consist of 1 or more documents in similar form + (including letters, electronic mail, or other similar means of communication) each + proposed by or on behalf of 1 or more **Members**. A **Member** may give their + approval to a written resolution by signing the resolution or giving approval to the + resolution in any other manner permitted by the **Constitution** (for example, by + electronic means). + + 18.10. **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. + + 18.11. All **General Meetings** shall be chaired by the **Chairperson**. If the + **Chairperson** is absent, the Deputy Chairperson shall chair that meeting. + + 18.12. Any person chairing a **General Meeting** has a deliberative and, in the event + of a tied vote, a casting vote. + + 18.13. Any person chairing a **General Meeting** may — + +- (i) 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. + +- (ii) 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 + +- (iii) In the absence of a quorum or in the case of emergency, adjourn the **General + Meeting** or declare it closed. + + 18.14. The **Committee** may propose motions for the **Society** to vote on + (**'Committee Motions'**), which shall be notified to **Members** with the notice of + the **General Meeting.** + + 18.15. 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 + 10 **Working Days** before that meeting. 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**. ### **19. Minutes** @@ -250,9 +400,13 @@ ### **20. Annual General Meetings: when they will be held** -20.1. 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. +20.1. 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. -20.2. The **Annual General Meeting** must be held no later than the earlier of the following— +20.2. The **Annual General Meeting** must be held no later than the earlier of the +following— - (i) 6 months after the balance date of the **Society** @@ -262,41 +416,56 @@ 21.1. The business of an **Annual General Meeting** shall be to— -- (i) confirm the minutes of the last **Annual General Meeting** and any **Special General Meeting**(s) held since the last **Annual General Meeting**, +- (i) confirm the minutes of the last **Annual General Meeting** and any **Special + General Meeting**(s) held since the last **Annual General Meeting**, - (ii) adopt the annual report on the operations and affairs of the **Society**, -- (iii) adopt the **Committee's** report on the finances of the **Society**, and the annual financial statements, +- (iii) adopt the **Committee's** report on the finances of the **Society**, and the + annual financial statements, - (iv) set any subscriptions for the current financial year, -- (v) consider any motions of which prior notice has been given to **Members** with notice of the **Meeting**, and +- (v) consider any motions of which prior notice has been given to **Members** with + notice of the **Meeting**, and - (vi) consider any general business. -21.2. The **Committee** must, at each **Annual** **General** **Meeting**, present the following information— + 21.2. The **Committee** must, at each **Annual** **General** **Meeting**, present the + following information— -- (i) an annual report on the operation and affairs of the **Society** during the most recently completed accounting period, +- (i) an annual report on the operation and affairs of the **Society** during the most + recently completed accounting period, - (ii) the annual financial statements for that period, and -- (iii) 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). +- (iii) 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). ### **22. Special General Meetings** -22.1. **Special** **General** **Meetings** may be called at any time by the **Committee** by resolution. +22.1. **Special** **General** **Meetings** may be called at any time by the +**Committee** by resolution. -22.2. The **Committee** must call a **Special** **General** **Meeting** if it receives a written request signed by at least 50 percent of **Members**. +22.2. The **Committee** must call a **Special** **General** **Meeting** if it receives a +written request signed by at least 50 percent of **Members**. -22.3. Any resolution or written request must state the business that the **Special** **General** **Meeting** is to deal with. +22.3. Any resolution or written request must state the business that the **Special** +**General** **Meeting** is to deal with. -22.4. 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**. +22.4. 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**. ## **Committee** ### **23. Committee composition** -23.1. The **Committee** will consist of at least 3 **Officers** and no more than 8 **Officers**. +23.1. The **Committee** will consist of at least 3 **Officers** and no more than 8 +**Officers**. 23.2. A majority of the **Officers** on the **Committee** must be either: @@ -306,53 +475,84 @@ ### **24. Functions of the committee** -24.1. From the end of each **Annual General Meeting** until the end of the next, the **Society** 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**. +24.1. From the end of each **Annual General Meeting** until the end of the next, the +**Society** 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**. ### **25. Powers of the committee** -25.1. The **Committee** has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the **Society**, subject to such modifications, exceptions, or limitations as are contained in the **Act** or in this **Constitution**. +25.1. The **Committee** has all the powers necessary for managing — and for directing +and supervising the management of — the operation and affairs of the **Society**, +subject to such modifications, exceptions, or limitations as are contained in the +**Act** or in this **Constitution**. ### **26. Sub-committees** -26.1. The **Committee** may appoint sub-committees consisting of such persons (whether or not **Members** of the **Society**) and for such purposes as it thinks fit. Unless otherwise resolved by the **Committee**— +26.1. The **Committee** may appoint sub-committees consisting of such persons (whether +or not **Members** of the **Society**) and for such purposes as it thinks fit. Unless +otherwise resolved by the **Committee**— -- (i) the quorum of every sub-committee is half the members of the sub-committee but not less than 2, +- (i) the quorum of every sub-committee is half the members of the sub-committee but not + less than 2, - (ii) no sub-committee shall have power to co-opt additional members, -- (iii) a sub-committee must not commit the **Society** to any financial expenditure without express authority from the **Committee**, and +- (iii) a sub-committee must not commit the **Society** to any financial expenditure + without express authority from the **Committee**, and - (iv) a sub-committee must not further delegate any of its powers. ### **27. General matters: committees** -27.1. 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. +27.1. 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. -27.2. Other than as prescribed by the **Act** or this **Constitution**, the **Committee** or any sub-committee may regulate its proceedings as it thinks fit. +27.2. Other than as prescribed by the **Act** or this **Constitution**, the +**Committee** or any sub-committee may regulate its proceedings as it thinks fit. ## **Committee meetings** ### **28. Procedure** -28.1. The quorum for **Committee** meetings is at least half the number of members of the **Committee**. +28.1. The quorum for **Committee** meetings is at least half the number of members of +the **Committee**. 28.2. A meeting of the **Committee** may be held either— -- (i) 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 +- (i) 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 -- (ii) 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. +- (ii) 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. -28.3. 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. + 28.3. 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. -28.4. The members of the **Committee** shall elect one of their number as chairperson of the **Committee**. If at a meeting of the **Committee**, the chairperson is 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**. + 28.4. The members of the **Committee** shall elect one of their number as chairperson + of the **Committee**. If at a meeting of the **Committee**, the chairperson is 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**. -28.5. Except as otherwise provided in this **Constitution**, the **Committee** may regulate its own procedure. + 28.5. Except as otherwise provided in this **Constitution**, the **Committee** may + regulate its own procedure. ### **29. Frequency** -29.1. The **Committee** shall meet at least monthly (but need only meet once in the December-January period) at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the **Chairperson** or **Secretary**. +29.1. The **Committee** shall meet at least monthly (but need only meet once in the +December-January period) at such times and places and in such manner (including by +audio, audio and visual, or electronic communication) as it may determine and otherwise +where and as convened by the **Chairperson** or **Secretary**. -29.2. 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. +29.2. 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. ## **Officers** @@ -362,89 +562,152 @@ - (i) has consented in writing to be an officer of the **Society**, and -- (ii) certifies that they are not disqualified from being elected or appointed or otherwise holding office as an **Officer** of the **Society**. +- (ii) certifies that they are not disqualified from being elected or appointed or + otherwise holding office as an **Officer** of the **Society**. -30.2. **Officers** must not be disqualified under section 47(3) of the **Act** or section 36B of the Charities Act 2005 from being appointed or holding office as an **Officer** of the **Society**, namely — + 30.2. **Officers** must not be disqualified under section 47(3) of the **Act** or + section 36B of the Charities Act 2005 from being appointed or holding office as an + **Officer** of the **Society**, namely — - (i) a person who is under 16 years of age - (ii) a person who is an undischarged bankrupt -- (iii) 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 +- (iii) 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 -- (iv) A person who is disqualified from being a member of the governing body of a charitable entity under the Charities Act 2005 +- (iv) A person who is disqualified from being a member of the governing body of a + charitable entity under the Charities Act 2005 + +- (v) a person who has been convicted of any of the following, and has been sentenced + for the offence, within the last 7 years — -- (v) a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years — - (a) an offence under subpart 6 of Part 4 of the **Act** - - (b) a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961) + - (b) a crime involving dishonesty (within the meaning of section 2(1) of the Crimes + Act 1961) - (c) an offence under section 143B of the Tax Administration Act 1994 - - (d) an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii) - - (e) a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere + - (d) an offence, in a country other than New Zealand, that is substantially similar + to an offence specified in subparagraphs (i) to (iii) + - (e) a money laundering offence or an offence relating to the financing of terrorism, + whether in New Zealand or elsewhere - (vi) a person subject to: + - (a) a banning order under subpart 7 of Part 4 of the **Act**,or - - (b) an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or + - (b) an order under section 108 of the Credit Contracts and Consumer Finance Act + 2003, or - (c) a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or - - (d) 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. + - (d) 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. -- (vii) a person who is subject to an order that is substantially similar to an order referred to in paragraph (f) 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**. +- (vii) a person who is subject to an order that is substantially similar to an order + referred to in paragraph (f) 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**. -30.3. Prior to election or appointment as an **Officer** a person must — + 30.3. Prior to election or appointment as an **Officer** a person must — - (i) consent in writing to be an **Officer**, and -- (ii) certify in writing that they are not disqualified from being elected or appointed as an **Officer** either by this **Constitution** or the **Act**. +- (ii) certify in writing that they are not disqualified from being elected or appointed + as an **Officer** either by this **Constitution** or the **Act**. -30.4. Note that only a natural person may be an **Officer** and each certificate shall be retained in the **Society's** records. + 30.4. Note that only a natural person may be an **Officer** and each certificate shall + be retained in the **Society's** records. ### **31. Officers' duties** 31.1. At all times each **Officer**: -- (i) shall act in good faith and in what he or she believes to be the best interests of the **Society**, +- (i) shall act in good faith and in what he or she believes to be the best interests of + the **Society**, - (ii) must exercise all powers for a proper purpose, -- (iii) must not act, or agree to the **Society** acting, in a manner that contravenes the **Act** or this **Constitution**, +- (iii) must not act, or agree to the **Society** acting, in a manner that contravenes + the **Act** or this **Constitution**, + +- (iv) 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: -- (iv) 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: - (a) the nature of the **Society**, - (b) the nature of the decision, and - - (c) the position of the **Officer** and the nature of the responsibilities undertaken by him or her + - (c) the position of the **Officer** and the nature of the responsibilities + undertaken by him or her -- (v) must not agree to the activities of the **Society** being carried on in a manner likely to create a substantial risk of serious loss to the **Society** or to the **Society's** creditors, or cause or allow the activities of the **Society** to be carried on in a manner likely to create a substantial risk of serious loss to the **Society** or to the **Society's** creditors, and +- (v) must not agree to the activities of the **Society** being carried on in a manner + likely to create a substantial risk of serious loss to the **Society** or to the + **Society's** creditors, or cause or allow the activities of the **Society** to be + carried on in a manner likely to create a substantial risk of serious loss to the + **Society** or to the **Society's** creditors, and -- (vi) must not agree to the **Society** incurring an obligation unless he or she believes at that time on reasonable grounds that the **Society** will be able to perform the obligation when it is required to do so. +- (vi) must not agree to the **Society** incurring an obligation unless he or she + believes at that time on reasonable grounds that the **Society** will be able to + perform the obligation when it is required to do so. ### **32. Election or appointment of officers** 32.1. The election of **Officers** shall be conducted as follows. -- (i) **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). Any such appointment must be ratified at the next **Annual General Meeting**. - -- (ii) A candidate's written nomination, accompanied by the written consent of the nominee with 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) shall be received by the **Society** at least 10 **Working Days** before the date of the **Annual General Meeting**. If there are insufficient valid nominations received, further nominations may be received from the floor at the **Annual General Meeting**. - -- (iii) Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming **Committee** (excluding those in respect of whom the votes are tied). - -- (iv) 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. - -- (v) The failure for any reason of any financial **Member** to receive such **Notice** of the general meeting shall not invalidate the election. - -- (vi) 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 **Society**. 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). +- (i) **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). + Any such appointment must be ratified at the next **Annual General Meeting**. + +- (ii) A candidate's written nomination, accompanied by the written consent of the + nominee with 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) shall be received by the **Society** at least 10 **Working Days** before + the date of the **Annual General Meeting**. If there are insufficient valid + nominations received, further nominations may be received from the floor at the + **Annual General Meeting**. + +- (iii) Votes shall be cast in such a manner as the person chairing the meeting + determines. In the event of any vote being tied, the tie shall be resolved by the + incoming **Committee** (excluding those in respect of whom the votes are tied). + +- (iv) 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. + +- (v) The failure for any reason of any financial **Member** to receive such **Notice** + of the general meeting shall not invalidate the election. + +- (vi) 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 **Society**. 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). ### **33. Term** -33.1. The term of office for all **Officers** elected to the **Committee** shall be 1 year(s), expiring at the end of the **Annual General Meeting** in the year corresponding with the last year of each **Officer's** term of office. +33.1. The term of office for all **Officers** elected to the **Committee** shall be 1 +year(s), expiring at the end of the **Annual General Meeting** in the year corresponding +with the last year of each **Officer's** term of office. -33.2. No **Officer** shall serve for more than ***4*** consecutive terms. +33.2. No **Officer** shall serve for more than **_4_** consecutive terms. -33.3. No **Chairperson** shall serve for more than ***4*** consecutive years as **Chairperson**. +33.3. No **Chairperson** shall serve for more than **_4_** consecutive years as +**Chairperson**. ### **34. Removal of officers** -34.1. An **Officer** shall be removed as an **Officer** by resolution of the **Committee** or the **Society** where in the opinion of the **Committee** or the **Society** — +34.1. An **Officer** shall be removed as an **Officer** by resolution of the +**Committee** or the **Society** where in the opinion of the **Committee** or the +**Society** — -- (i) The **Officer** elected to the **Committee** has been absent from 3 committee meetings without leave of absence from the **Committee**. +- (i) The **Officer** elected to the **Committee** has been absent from 3 committee + meetings without leave of absence from the **Committee**. - (ii) The **Officer** has brought the **Society** into disrepute. @@ -452,37 +715,61 @@ - (iv) The **Committee** passes a vote of no confidence in the **Officer**. -34.2. with effect from (as applicable) the date specified in a resolution of the **Committee** or **Society**. + 34.2. with effect from (as applicable) the date specified in a resolution of the + **Committee** or **Society**. ### **35. Ceasing to hold office** -35.1. An **Officer** ceases to hold office when they resign (by notice in writing to the **Committee**), are removed, die, or otherwise vacate office in accordance with section 50(1) of the **Act**. +35.1. An **Officer** ceases to hold office when they resign (by notice in writing to the +**Committee**), are removed, die, or otherwise vacate office in accordance with section +50(1) of the **Act**. -35.2. Each **Officer** shall within 20 **Working Days** of submitting a resignation or ceasing to hold office, deliver to the **Committee** all books, papers and other property of the **Society** held by such former **Officer**. +35.2. Each **Officer** shall within 20 **Working Days** of submitting a resignation or +ceasing to hold office, deliver to the **Committee** all books, papers and other +property of the **Society** held by such former **Officer**. ### **36. Conflicts of interest** -36.1. An **Officer** or member of a sub-committee who is an **Interested Member** in respect of any **Matter** being considered by the **Society**, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)— +36.1. An **Officer** or member of a sub-committee who is an **Interested Member** in +respect of any **Matter** being considered by the **Society**, must disclose details of +the nature and extent of the interest (including any monetary value of the interest if +it can be quantified)— - (i) to the **Committee** and or sub-committee, and - (ii) in an **Interests Register** kept by the **Committee**. -36.2. 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**. + 36.2. 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**. -36.3. An **Officer** or member of a sub-committee who is an **Interested Member** regarding a **Matter**— + 36.3. An **Officer** or member of a sub-committee who is an **Interested Member** + regarding a **Matter**— -- (i) 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 +- (i) 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 -- (ii) 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 +- (ii) 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 -- (iii) 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). +- (iii) 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). -36.4. 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. + 36.4. 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. -36.5. 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. + 36.5. 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. -36.6. 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**. + 36.6. 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**. ## **Records** @@ -490,39 +777,50 @@ 37.1. The **Society** shall keep an up-to-date Register of Members. -37.2. For each current **Member**, the information contained in the Register of Members shall include — +37.2. For each current **Member**, the information contained in the Register of Members +shall include — - (i) Their name, and -- (ii) 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'), and +- (ii) 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'), and - (iii) Their contact details, including — + - (a) A physical address or an electronic address, and - (b) A telephone number. -37.3. The register will also include each **Member's** — + 37.3. The register will also include each **Member's** — - (i) email address (if any) -37.4. Every current **Member** shall promptly advise the **Society** of any change of the **Member's** contact details. + 37.4. Every current **Member** shall promptly advise the **Society** of any change of + the **Member's** contact details. -37.5. The **Society** shall also keep a record of the former **Members** of the **Society**. For each **Member** who ceased to be a **Member** within the previous 7 years, the **Society** will record: + 37.5. The **Society** shall also keep a record of the former **Members** of the + **Society**. For each **Member** who ceased to be a **Member** within the previous 7 + years, the **Society** will record: - (i) The former **Member's** name, and - (ii) The date the former **Member** ceased to be a **Member**. -37.6. A former **Member** may request the deletion of their record kept as per 37.5. immediately after ceasing to be a **Member**. The society shall then delete their record at the end of the current financial year. + 37.6. A former **Member** may request the deletion of their record kept as per 37.5. + immediately after ceasing to be a **Member**. The society shall then delete their + record at the end of the current financial year. ### **38. Interests Register** -38.1. 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. +38.1. 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. ### **39. Access to information for members** -39.1. A **Member** may at any time make a written request to the **Society** for information held by the **Society**. +39.1. A **Member** may at any time make a written request to the **Society** for +information held by the **Society**. -39.2. The request must specify the information sought in sufficient detail to enable the information to be identified. +39.2. The request must specify the information sought in sufficient detail to enable the +information to be identified. 39.3. The **Society** must, within a reasonable time after receiving a request — @@ -530,37 +828,54 @@ - (ii) agree to provide the information within a specified period, or -- (iii) agree to provide the information within a specified period if the **Member** pays a reasonable charge to the **Society** (which must be specified and explained) to meet the cost of providing the information, or +- (iii) agree to provide the information within a specified period if the **Member** + pays a reasonable charge to the **Society** (which must be specified and explained) to + meet the cost of providing the information, or - (iv) refuse to provide the information, specifying the reasons for the refusal. -39.4. Without limiting the reasons for which the **Society** may refuse to provide the information, the **Society** may refuse to provide the information if — + 39.4. Without limiting the reasons for which the **Society** may refuse to provide the + information, the **Society** may refuse to provide the information if — -- (i) withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or +- (i) withholding the information is necessary to protect the privacy of natural + persons, including that of deceased natural persons, or -- (ii) the disclosure of the information would, or would be likely to, prejudice the commercial position of the **Society** or of any of its **Members**, or +- (ii) the disclosure of the information would, or would be likely to, prejudice the + commercial position of the **Society** or of any of its **Members**, or -- (iii) the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the **Society**, or +- (iii) the disclosure of the information would, or would be likely to, prejudice the + financial or commercial position of any other person, whether or not that person + supplied the information to the **Society**, or - (iv) the information is not relevant to the operation or affairs of the society, or -- (v) withholding the information is necessary to maintain legal professional privilege, or +- (v) withholding the information is necessary to maintain legal professional privilege, + or -- (vi) the disclosure of the information would, or would be likely to, breach an enactment, or +- (vi) the disclosure of the information would, or would be likely to, breach an + enactment, or -- (vii) the burden to the **Society** in responding to the request is substantially disproportionate to any benefit that the **Member** (or any other person) will or may receive from the disclosure of the information, or +- (vii) the burden to the **Society** in responding to the request is substantially + disproportionate to any benefit that the **Member** (or any other person) will or may + receive from the disclosure of the information, or - (viii) the request for the information is frivolous or vexatious, or -- (ix) 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**. +- (ix) 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**. -39.5. If the **Society** requires the **Member** to pay a charge for the information, the **Member** may withdraw the request, and must be treated as having done so unless, within 10 **Working Days** after receiving notification of the charge, the **Member** informs the **Society** — + 39.5. If the **Society** requires the **Member** to pay a charge for the information, + the **Member** may withdraw the request, and must be treated as having done so unless, + within 10 **Working Days** after receiving notification of the charge, the **Member** + informs the **Society** — - (i) that the **Member** will pay the charge; or - (ii) that the **Member** considers the charge to be unreasonable. -39.6. Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information. + 39.6. Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act + 2020 relating to access to personal information. ## **Finances** @@ -568,37 +883,49 @@ 40.1. The funds and property of the **Society** shall be— -- (i) controlled, invested and disposed of by the **Committee**, subject to this **Constitution**, and +- (i) controlled, invested and disposed of by the **Committee**, subject to this + **Constitution**, and - (ii) devoted solely to the promotion of the purposes of the **Society**. -40.2. The **Committee** shall maintain bank accounts in the name of the **Society**. + 40.2. The **Committee** shall maintain bank accounts in the name of the **Society**. -40.3. All money received on account of the **Society** shall be banked within 10 **Working Days** of receipt. + 40.3. All money received on account of the **Society** shall be banked within 10 + **Working Days** of receipt. -40.4. All accounts paid or for payment shall be submitted to the **Committee** for approval of payment. + 40.4. All accounts paid or for payment shall be submitted to the **Committee** for + approval of payment. -40.5. The **Committee** must ensure that there are kept at all times accounting records that— + 40.5. The **Committee** must ensure that there are kept at all times accounting + records that— - (i) correctly record the transactions of the **Society**, and -- (ii) allow the **Society** to produce financial statements that comply with the requirements of the **Act**, and +- (ii) allow the **Society** to produce financial statements that comply with the + requirements of the **Act**, and -- (iii) would enable the financial statements to be readily and properly audited (if required under any legislation or the **Society's** **Constitution**). +- (iii) would enable the financial statements to be readily and properly audited (if + required under any legislation or the **Society's** **Constitution**). -40.6. The **Committee** must establish and maintain a satisfactory system of control of the **Society's** accounting records. + 40.6. The **Committee** must establish and maintain a satisfactory system of control + of the **Society's** accounting records. -40.7. 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 **Society**. + 40.7. 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 **Society**. ### **41. Balance date** -41.1. The **Society**'s financial year shall commence on 01/01 of each year and end on 31/12 (the latter date being the **Society**'s balance date). +41.1. The **Society**'s financial year shall commence on 01/01 of each year and end on +31/12 (the latter date being the **Society**'s balance date). ## **Dispute resolution** ### **42. Meanings of dispute and complaint** -42.1. A dispute is a disagreement or conflict involving the **Society** and/or its **Members** in relation to specific allegations set out below. +42.1. A dispute is a disagreement or conflict involving the **Society** and/or its +**Members** in relation to specific allegations set out below. 42.2. The disagreement or conflict may be between any of the following persons— @@ -614,126 +941,185 @@ - (vi) 1 or more **Members** or **Officers** and the **Society**. -42.3. The disagreement or conflict relates to any of the following allegations— + 42.3. The disagreement or conflict relates to any of the following allegations— - (i) a **Member** or an **Officer** has engaged in misconduct -- (ii) a **Member** or an **Officer** has breached, or is likely to breach, a duty under the **Society's** **Constitution** or bylaws or the **Act** +- (ii) a **Member** or an **Officer** has breached, or is likely to breach, a duty under + the **Society's** **Constitution** or bylaws or the **Act** -- (iii) the **Society** has breached, or is likely to breach, a duty under the **Society's** **Constitution** or bylaws or the **Act** +- (iii) the **Society** has breached, or is likely to breach, a duty under the + **Society's** **Constitution** or bylaws or the **Act** -- (iv) a **Member's** rights or interests as a **Member** have been damaged or **Member's** rights or interests generally have been damaged. +- (iv) a **Member's** rights or interests as a **Member** have been damaged or + **Member's** rights or interests generally have been damaged. -42.4. A **Member** or an **Officer** may make a complaint by giving to the **Committee** (or a complaints subcommittee) a notice in writing that— + 42.4. A **Member** or an **Officer** may make a complaint by giving to the + **Committee** (or a complaints subcommittee) a notice in writing that— -- (i) states that the **Member** or **Officer** is starting a procedure for resolving a dispute in accordance with the **Society's** **Constitution**; and +- (i) states that the **Member** or **Officer** is starting a procedure for resolving a + dispute in accordance with the **Society's** **Constitution**; and -- (ii) sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and +- (ii) sets out the allegation(s) to which the dispute relates and whom the allegation + or allegations is or are against; and -- (iii) sets out any other information or allegations reasonably required by the **Society**. +- (iii) sets out any other information or allegations reasonably required by the + **Society**. -42.5. The **Society** 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— + 42.5. The **Society** 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— -- (i) states that the **Society** is starting a procedure for resolving a dispute in accordance with the **Society's** **Constitution**; and +- (i) states that the **Society** is starting a procedure for resolving a dispute in + accordance with the **Society's** **Constitution**; and - (ii) sets out the allegation to which the dispute relates. -42.6. 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. + 42.6. 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. -42.7. A complaint may be made in any other reasonable manner permitted by the **Society's** **Constitution**. + 42.7. A complaint may be made in any other reasonable manner permitted by the + **Society's** **Constitution**. -42.8. All **Members** (including the **Committee**) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the **Society's** activities. + 42.8. All **Members** (including the **Committee**) are obliged to cooperate to + resolve disputes efficiently, fairly, and with minimum disruption to the **Society's** + activities. -42.9. 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. + 42.9. 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. ### **43. How complaint is made** -43.1. A **Member** or an **Officer** may make a complaint by giving to the **Committee** (or a complaints subcommittee) a notice in writing that— +43.1. A **Member** or an **Officer** may make a complaint by giving to the **Committee** +(or a complaints subcommittee) a notice in writing that— -- (i) states that the **Member** or **Officer** is starting a procedure for resolving a dispute in accordance with the **Society**'s **Constitution**; and +- (i) states that the **Member** or **Officer** is starting a procedure for resolving a + dispute in accordance with the **Society**'s **Constitution**; and -- (ii) sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and +- (ii) sets out the allegation or allegations to which the dispute relates and whom the + allegation is against; and - (iii) sets out any other information reasonably required by the **Society**. -43.2. The **Society** 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— + 43.2. The **Society** 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— -- (i) states that the **Society** is starting a procedure for resolving a dispute in accordance with the **Society**'s **Constitution**; and +- (i) states that the **Society** is starting a procedure for resolving a dispute in + accordance with the **Society**'s **Constitution**; and - (ii) sets out the allegation to which the dispute relates. -43.3. The information given under subclause (1b.) or (2b.) 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. + 43.3. The information given under subclause (1b.) or (2b.) 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. -43.4. A complaint may be made in any other reasonable manner permitted by the **Society**'s **Constitution**. + 43.4. A complaint may be made in any other reasonable manner permitted by the + **Society**'s **Constitution**. ### **44. Person who makes complaint has right to be heard** -44.1. 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. +44.1. 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. 44.2. If the **Society** makes a complaint— -- (i) the **Society** has a right to be heard before the complaint is resolved or any outcome is determined; and +- (i) the **Society** has a right to be heard before the complaint is resolved or any + outcome is determined; and - (ii) an **Officer** may exercise that right on behalf of the **Society**. -44.3. Without limiting the manner in which the **Member**, **Officer**, or **Society** may be given the right to be heard, they must be taken to have been given the right if— + 44.3. Without limiting the manner in which the **Member**, **Officer**, or **Society** + may be given the right to be heard, they must be taken to have been given the right + if— -- (i) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and +- (i) they have 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 decision maker considers that an oral hearing is needed to ensure an adequate hearing; and +- (ii) an oral hearing is held if the decision maker considers that an oral hearing is + needed to ensure an adequate hearing; and - (iii) an oral hearing (if any) is held before the decision maker; and -- (iv) the **Member**'s, **Officer**'s, or **Society**'s written or verbal statement or submissions (if any) are considered by the decision maker. +- (iv) the **Member**'s, **Officer**'s, or **Society**'s written or verbal statement or + submissions (if any) are considered by the decision maker. ### **45. Person who is subject of complaint has right to be heard** -45.1. This clause applies if a complaint involves an allegation that a **Member**, an **Officer**, or the **Society** (the 'respondent')— +45.1. This clause applies if a complaint involves an allegation that a **Member**, an +**Officer**, or the **Society** (the 'respondent')— - (i) has engaged in misconduct; or -- (ii) has breached, or is likely to breach, a duty under the **Society's Constitution** or bylaws or this **Act**; or +- (ii) has breached, or is likely to breach, a duty under the **Society's Constitution** + or bylaws or this **Act**; or -- (iii) has damaged the rights or interests of a **Member** or the rights or interests of **Members** generally. +- (iii) has damaged the rights or interests of a **Member** or the rights or interests + of **Members** generally. -45.2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined. + 45.2. The respondent has a right to be heard before the complaint is resolved or any + outcome is determined. -45.3. If the respondent is the **Society**, an **Officer** may exercise the right on behalf of the **Society**. + 45.3. If the respondent is the **Society**, an **Officer** may exercise the right on + behalf of the **Society**. -45.4. 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— + 45.4. 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— -- (i) 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 +- (i) 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 -- (ii) the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and +- (ii) the respondent has a reasonable opportunity to be heard in writing or at an oral + hearing (if one is held); and -- (iii) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and +- (iii) an oral hearing is held if the decision maker considers that an oral hearing is + needed to ensure an adequate hearing; and - (iv) an oral hearing (if any) is held before the decision maker; and -- (v) the respondent's written statement or submissions (if any) are considered by the decision maker. +- (v) the respondent's written statement or submissions (if any) are considered by the + decision maker. ### **46. Investigating and determining dispute** -46.1. The **Society** 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. +46.1. The **Society** 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. -46.2. Disputes must be dealt with under the **Constitution** in a fair, efficient, and effective manner and in accordance with the provisions of the **Act**. +46.2. Disputes must be dealt with under the **Constitution** in a fair, efficient, and +effective manner and in accordance with the provisions of the **Act**. ### **47. Society may decide not to proceed further with complaint** -47.1. Despite the 'Investigating and determining dispute' rule above, the **Society** may decide not to proceed further with a complaint if— +47.1. Despite the 'Investigating and determining dispute' rule above, the **Society** +may decide not to proceed further with a complaint if— - (i) the complaint is considered to be trivial; or -- (ii) the complaint does not appear to disclose or involve any allegation of the following kind: +- (ii) the complaint does not appear to disclose or involve any allegation of the + following kind: + - (a) that a **Member** or an **Officer** has engaged in material misconduct: - - (b) that a **Member**, an **Officer**, or the **Society** has materially breached, or is likely to materially breach, a duty under the **Society**'s **Constitution** or bylaws or the **Act**: - - (c) that a **Member**'s rights or interests or **Members**' rights or interests generally have been materially damaged: + - (b) that a **Member**, an **Officer**, or the **Society** has materially breached, + or is likely to materially breach, a duty under the **Society**'s **Constitution** + or bylaws or the **Act**: + - (c) that a **Member**'s rights or interests or **Members**' rights or interests + generally have been materially damaged: -- (iii) the complaint appears to be without foundation or there is no apparent evidence to support it; or +- (iii) the complaint appears to be without foundation or there is no apparent evidence + to support it; or -- (iv) the person who makes the complaint has an insignificant interest in the matter; or +- (iv) the person who makes the complaint has an insignificant interest in the matter; + or -- (v) the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the **Constitution**; or +- (v) the conduct, incident, event, or issue giving rise to the complaint has already + been investigated and dealt with under the **Constitution**; or - (vi) there has been an undue delay in making the complaint. @@ -743,13 +1129,18 @@ - (i) a subcommittee or an external person to investigate and report; or -- (ii) a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision. +- (ii) a subcommittee, an arbitral tribunal, or an external person to investigate and + make a decision. -48.2. The **Society** 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). + 48.2. The **Society** 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). ### **49. Decision makers** -49.1. 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— +49.1. 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— - (i) impartial; or @@ -759,48 +1150,83 @@ ### **50. Resolving to put society into liquidation** -50.1. The **Society** may be liquidated in accordance with the provisions of Part 5 of the **Act**. +50.1. The **Society** may be liquidated in accordance with the provisions of Part 5 of +the **Act**. -50.2. The **Committee** shall give 20 **Working Days** written **Notice** to all **Members** of the proposed resolution to put the **Society** into liquidation. +50.2. The **Committee** shall give 20 **Working Days** written **Notice** to all +**Members** of the proposed resolution to put the **Society** into liquidation. -50.3. The **Committee** shall also give written Notice to all **Member**s 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**. +50.3. The **Committee** shall also give written Notice to all **Member**s 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**. -50.4. Any resolution to put the **Society** into liquidation must be passed by a two-thirds majority of all **Members** present and voting. +50.4. Any resolution to put the **Society** into liquidation must be passed by a +two-thirds majority of all **Members** present and voting. ### **51. Resolving to apply for removal from the register** -51.1. The **Society** may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the **Act**. +51.1. The **Society** may be removed from the Register of Incorporated Societies in +accordance with the provisions of Part 5 of the **Act**. -51.2. The **Committee** shall give 20 **Working Days** written **Notice** to all **Members** of the proposed resolution to remove the **Society** from the Register of Incorporated Societies. +51.2. The **Committee** shall give 20 **Working Days** written **Notice** to all +**Members** of the proposed resolution to remove the **Society** from the Register of +Incorporated Societies. -51.3. The **Committee** shall also give written **Notice** to all **Member**s 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**. +51.3. The **Committee** shall also give written **Notice** to all **Member**s 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**. -51.4. Any resolution to remove the **Society** from the Register of Incorporated Societies must be passed by a two-thirds majority of all **Members** present and voting. +51.4. Any resolution to remove the **Society** from the Register of Incorporated +Societies must be passed by a two-thirds majority of all **Members** present and voting. ### **52. Surplus assets** -52.1. If the **Society** is liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any **Member,** and if any property remains after the settlement of the **Society's** debts and liabilities, that property must be given or transferred to another organisation for a similar charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005. +52.1. If the **Society** is liquidated, or removed from the Register of Incorporated +Societies, no distribution shall be made to any **Member,** and if any property remains +after the settlement of the **Society's** debts and liabilities, that property must be +given or transferred to another organisation for a similar charitable purpose or +purposes as defined in section 5(1) of the Charities Act 2005. ## **Alterations to the constitution** ### **53. Amending this constitution** -53.1. All amendments must be made in accordance with this **Constitution**. Any minor or technical amendments shall be notified to **Members** as outlined in section 31 of the **Act**. +53.1. All amendments must be made in accordance with this **Constitution**. Any minor or +technical amendments shall be notified to **Members** as outlined in section 31 of the +**Act**. -53.2. The **Society** may amend or replace this **Constitution** at a **General Meeting** by a resolution passed by a two-thirds majority of those **Members** present and voting. +53.2. The **Society** may amend or replace this **Constitution** at a **General +Meeting** by a resolution passed by a two-thirds majority of those **Members** present +and voting. -53.3. That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this **Constitution**. +53.3. That amendment could be approved by a resolution passed in lieu of a meeting but +only if allowed by this **Constitution**. -53.4. Any proposed resolution to amend or replace this **Constitution** shall be signed by at least 25 per cent of eligible **Members** and given in writing 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. +53.4. Any proposed resolution to amend or replace this **Constitution** shall be signed +by at least 25 per cent of eligible **Members** and given in writing 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. -53.5. At least 20 **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. +53.5. At least 20 **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. -53.6. 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. +53.6. 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. -53.7. If the society is registered as a charity under the Charities Act 2005 the amendment shall also be notified to Charities Services as required by section 40 of that Act. +53.7. If the society is registered as a charity under the Charities Act 2005 the +amendment shall also be notified to Charities Services as required by section 40 of that +Act. ## **Other** ### **54. Bylaws** -55.1. The **Committee** from time to time may make and amend bylaws, and policies for the conduct and control of **Society** activities and codes of conduct applicable to **Members**, but no such bylaws, policies or codes of conduct applicable to **Members** shall be inconsistent with this **Constitution**, the **Act**, regulations made under the **Act**, or any other legislation. +55.1. The **Committee** from time to time may make and amend bylaws, and policies for +the conduct and control of **Society** activities and codes of conduct applicable to +**Members**, but no such bylaws, policies or codes of conduct applicable to **Members** +shall be inconsistent with this **Constitution**, the **Act**, regulations made under +the **Act**, or any other legislation. From 2b0e8fc15bc2db0b83d6fab46d98a949496528c6 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Fri, 8 Aug 2025 09:43:53 +1200 Subject: [PATCH 06/22] Add .gitignore Empty for now but needed for pre-commit hook --- .gitignore | 0 1 file changed, 0 insertions(+), 0 deletions(-) create mode 100644 .gitignore diff --git a/.gitignore b/.gitignore new file mode 100644 index 0000000..e69de29 From ce93780f8354af12ca8608a35d7a6cf1d7ec2d51 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Fri, 8 Aug 2025 11:41:30 +1200 Subject: [PATCH 07/22] Add lawyer question re: "disciplinary process" --- TODO.md | 4 ++++ 1 file changed, 4 insertions(+) diff --git a/TODO.md b/TODO.md index 9412511..96f6b48 100644 --- a/TODO.md +++ b/TODO.md @@ -13,6 +13,10 @@ - [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this determination of disrepute seems to bypass the dispute resolution process? What would be a practical situation where this is justifiably used? +- [ ] Further to the above two clauses, there is 17.2. distinguising between a + "disciplinary" and a dispute resolution process. Wondering if a GM is required to + re-admit a former Member, maybe it should only be a GM that can perform a + "disciplinary process" - or is that impractical? - [ ] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does this not open us up to disputes that are unrelated to the society (other than the parties are members)? Potentially leading to mediation costs covered by the From ced7087cb624482019e972542f475e38c0492f74 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Fri, 8 Aug 2025 13:40:01 +1200 Subject: [PATCH 08/22] Fix typo --- TODO.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/TODO.md b/TODO.md index 96f6b48..eb877be 100644 --- a/TODO.md +++ b/TODO.md @@ -13,7 +13,7 @@ - [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this determination of disrepute seems to bypass the dispute resolution process? What would be a practical situation where this is justifiably used? -- [ ] Further to the above two clauses, there is 17.2. distinguising between a +- [ ] Further to the above two clauses, there is 17.2. distinguishing between a "disciplinary" and a dispute resolution process. Wondering if a GM is required to re-admit a former Member, maybe it should only be a GM that can perform a "disciplinary process" - or is that impractical? From 022055ba5ef11ae807ee5316ee65888bd212569d Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Wed, 13 Aug 2025 07:19:06 +1200 Subject: [PATCH 09/22] Add note about buggy github rendering The documents are correct and HTML/PDF end results look fine. --- README.md | 6 ++++-- 1 file changed, 4 insertions(+), 2 deletions(-) diff --git a/README.md b/README.md index d2e9cd9..893ac9e 100644 --- a/README.md +++ b/README.md @@ -12,8 +12,10 @@ authoritative source code of the documents and tracks changes to them. ### Constitution This is Markdown source code to produce HTML (for https://python.nz) and PDF (for -printing)
_Note: On github.com, bullet points will show in addition to numbering -(styling is ignored)_ +printing)
\_Note: On github.com, bullet points will show in addition to numbering +(styling is ignored). Also, clauses following a bullet list wrongly remain at the same +indentation level as the bullet list - this seems to be a rendering bug in github. The +HTML/PDF results look fine. #### Create HTML From 6adf36ba87debd57d86df624ac70bfdde10dbc40 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Wed, 13 Aug 2025 15:03:50 +1200 Subject: [PATCH 10/22] Fix styling didn't end in underscore so linter escaped the starting underscore --- README.md | 4 ++-- 1 file changed, 2 insertions(+), 2 deletions(-) diff --git a/README.md b/README.md index 893ac9e..ec8288d 100644 --- a/README.md +++ b/README.md @@ -12,10 +12,10 @@ authoritative source code of the documents and tracks changes to them. ### Constitution This is Markdown source code to produce HTML (for https://python.nz) and PDF (for -printing)
\_Note: On github.com, bullet points will show in addition to numbering +printing)
_Note: On github.com, bullet points will show in addition to numbering (styling is ignored). Also, clauses following a bullet list wrongly remain at the same indentation level as the bullet list - this seems to be a rendering bug in github. The -HTML/PDF results look fine. +HTML/PDF results look fine._ #### Create HTML From c8d8674059b91c43845bb905c32229efa375b2a5 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Wed, 13 Aug 2025 15:05:39 +1200 Subject: [PATCH 11/22] Link to weasyprint website --- README.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/README.md b/README.md index ec8288d..3ea1137 100644 --- a/README.md +++ b/README.md @@ -41,4 +41,4 @@ pandoc -s constitution.md -o constitution.html -c constitution.css -V "pagetitle Just print the HTML from your browser to a PDF file.
If you want to use a dedicated conversion tool instead, check that it does the job correctly (the numbering of bullets -and sub bullets is where [weasyprint] failed) +and sub bullets is where [weasyprint](https://weasyprint.org/) failed) From 6d6f414f9adc71e86f0c080c852532ae3af72a04 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 21 Aug 2025 09:57:17 +1200 Subject: [PATCH 12/22] Adjust TODO.md - lawyer questions, term limits, GM elects committee only * added new questions for lawyer, esp. about collecting phone numbers * term limits/rotation will be handled by bylaws, not in the constitution * adjust election: GM elects committee, committee elects positions --- TODO.md | 11 +++++++++++ 1 file changed, 11 insertions(+) diff --git a/TODO.md b/TODO.md index eb877be..b80f920 100644 --- a/TODO.md +++ b/TODO.md @@ -25,6 +25,14 @@ and sending of emails covers the requirement "in writing"? - [ ] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be forgotten" clause? +- [ ] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone + number - name and email address is sufficient for us. So we would like to strike + this requirement to collect and store the phone number as part of the member's + contact details. Is there a legal requirement to keep it, or can we just adjust + 13.1 to "optionally a phone number" and strike 37.2(iii)(b) to "a phone number, if + provided" ? +- [ ] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from + the constitution builder? Please note - we intend to put some "implementation details" into bylaws: @@ -44,6 +52,8 @@ Please note - we intend to put some "implementation details" into bylaws: - [ ] Bank Accounts and Cards - [ ] Mechanism main/card - [ ] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) +- [ ] Term limits + - [ ] Rotation for key positions (chair, deputy chair, treasurer, secretary) - [ ] Event Organisers - [ ] Goals / Relationship - [ ] Commitment @@ -59,6 +69,7 @@ Please note - we intend to put some "implementation details" into bylaws: HelloClub) - [ ] Upon adoption: confirm existing life members - [ ] Upon adoption: confirm existing membership fees +- [ ] Election process: only officers are elected by GM, positions within committee - [ ] Election process: must confirm they would stand if elected - [ ] Election process: must certify that they're not ineligible - [ ] Election process: counting scrutineers are 2 members who are not nominees From 06788cf11dcb98469c1f4e2f3fb4a086cf830a54 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 21 Aug 2025 09:59:21 +1200 Subject: [PATCH 13/22] Fix typo (missing space) --- constitution/constitution.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/constitution/constitution.md b/constitution/constitution.md index 1816e89..9b65e94 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -142,7 +142,7 @@ Registrar can contact when needed. 8.3. A contact person can be appointed by the **Committee** or elected by the **Members** at a **General Meeting**. - 8.4. Each contact person's name must be provided to theRegistrar of Incorporated + 8.4. Each contact person's name must be provided to the Registrar of Incorporated Societies, along with their contact details, including: - (i) a physical address or an electronic address, and From 735d71bd55d6000f1a342e9d4cd30a4db0667e4f Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 21 Aug 2025 10:02:06 +1200 Subject: [PATCH 14/22] Delete 3.2. and 3.3. (no term limits) Following committee meeting 20 Aug 2025, we won't be introducing term limits (in the constitution). The GM elects the commitee, not specific positions - these are elected from within the committee. May introduce a bylaw to force/encourage rotation for key positions (chair, deputy chair, treasurer, secretary). --- constitution/constitution.md | 5 ----- 1 file changed, 5 deletions(-) diff --git a/constitution/constitution.md b/constitution/constitution.md index 9b65e94..d4f82d3 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -695,11 +695,6 @@ suffice. year(s), expiring at the end of the **Annual General Meeting** in the year corresponding with the last year of each **Officer's** term of office. -33.2. No **Officer** shall serve for more than **_4_** consecutive terms. - -33.3. No **Chairperson** shall serve for more than **_4_** consecutive years as -**Chairperson**. - ### **34. Removal of officers** 34.1. An **Officer** shall be removed as an **Officer** by resolution of the From c59cd7b9d025f9bd0301af6b7bb7f268b9bd9c79 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 21 Aug 2025 12:14:07 +1200 Subject: [PATCH 15/22] Add process change: Review constitution every 3 years This is a new requirement in the yearly charities return. It can be as simple as a committee resolution "yes we looked at the constitution and no it's fine as it is". --- TODO.md | 1 + 1 file changed, 1 insertion(+) diff --git a/TODO.md b/TODO.md index b80f920..47b34d5 100644 --- a/TODO.md +++ b/TODO.md @@ -74,3 +74,4 @@ Please note - we intend to put some "implementation details" into bylaws: - [ ] Election process: must certify that they're not ineligible - [ ] Election process: counting scrutineers are 2 members who are not nominees - [ ] Election process bylaws? +- [ ] Charity return: Constitution needs review every 3 years From 971ae7f6f2367f8a3f56bb877a808bdd5cc65c92 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Sat, 20 Sep 2025 13:03:42 +1200 Subject: [PATCH 16/22] Update TODO following latest committee meeting and lawyer's advice MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit PENDING: - 32.1.(i) "Any such appointment must be ratified at the next AGM" Possibly redundant, given we have 1 year terms. Committee to confirm. - 37.6 lawyer suggested "12 months" instead of EOFY. Committee to confirm. - 42.3.(iv) "or Member's rights or interests generally have been damaged" Lawyer's response unclear. Seeking clarification. Committee decisions: - 6.2 Borrowing via GM retained - 33.2/33.3 Remove term limits, possibly introduce later as bylaw - 37.6 Add "Right to be forgotten" clause, pending lawyer's confirmation wording Lawyer responses: - 15.1.(iv)(b), 34.1.(ii) Clarify that determining "direspute" triggers dispute resolution process prudent for both provisions to be amended to clarify that the dispute procedures can be invoked by an Officer or Member where the Committee proposes to pass a resolution about “disrepute” - 11.1, 12.1, 12.3, 15.1.(i) "in writing" satisified by online forms and emails - 37.6 wording suitable but maybe permit retention for "12 months" rather than EOFY - 6.2 yes, delete "(if any)-" - 13.1/37.2(iii)(b) this is a legislative requirement, see 5(2) of the Act https://www.legislation.govt.nz/act/public/2022/0012/latest/LMS100858.html Actual implementation will follow --- TODO.md | 70 +++++++++++++++++++++++++++++++++++++++++---------------- 1 file changed, 51 insertions(+), 19 deletions(-) diff --git a/TODO.md b/TODO.md index 47b34d5..967d50c 100644 --- a/TODO.md +++ b/TODO.md @@ -1,38 +1,70 @@ # Still to be agreed by entire committee -- [ ] 6.2 Borrowing via GM retained -- [ ] 33.2/33.3 term limits (and when the counting starts) -- [ ] 37.6 Right to be forgotten (new) +- [x] 6.2 Borrowing via GM retained
**-> yes, retained** +- [x] 33.2/33.3 term limits (and when the counting starts)
**-> remove, possibly + introduce as bylaw** +- [x] 37.6 Right to be forgotten (new)
**-> yes, add, pending lawyer's confirmation + of wording** +- [x] 32.1.(i) "Any such appointment must be ratified at the next Annual General + Meeting." Given that we have 1 year terms that seems pointless - remove? # Questions for lawyer -- [ ] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society +- [x] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society into disrepute." - listed separately from a dispute resolution result 15.1.(ii) and thus bypassing it? What would be a practical situation where this is - justifiably used? -- [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this + justifiably used?
-> **Clause 15.1.(iv)(b) uses the concept of a Member + bringing the Society into “disrepute”. The inconsistency with a person expelled + under a dispute procedure is inherent in the MBIE Constitution Builder where the + “disrepute” provision is selected as an additional provision. An example is a + member having a social media account which refers to the Society while posting + statements that are defamatory or racist.** +- [x] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this determination of disrepute seems to bypass the dispute resolution process? What - would be a practical situation where this is justifiably used? -- [ ] Further to the above two clauses, there is 17.2. distinguishing between a + would be a practical situation where this is justifiably used?
**Clause + 34.1(ii) is similar and relates to an Officer. Again, there is an inconsistency, + and it would be prudent for both provisions to be amended to clarify that the + dispute procedures can be invoked by an Officer or Member where the Committee + proposes to pass a resolution about “disrepute”.** +- [x] Further to the above two clauses, there is 17.2. distinguishing between a "disciplinary" and a dispute resolution process. Wondering if a GM is required to re-admit a former Member, maybe it should only be a GM that can perform a - "disciplinary process" - or is that impractical? -- [ ] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does + "disciplinary process" - or is that impractical?
**--> see above** +- [x] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does this not open us up to disputes that are unrelated to the society (other than the parties are members)? Potentially leading to mediation costs covered by the - society? (based on a true story) -- [ ] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms - and sending of emails covers the requirement "in writing"? -- [ ] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be - forgotten" clause? -- [ ] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone + society? (based on a true story)
**->Clause 42.3(iv) has a clear meaning if + the MBIE language is used being “a Member's rights or interests as a Member”, but + the first apostrophe has been omitted from your draft Constitution. I recommend + reinstating the apostrophe.** +- [x] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms + and sending of emails covers the requirement "in writing"?
**-> In my view, + the submission of online forms and sending of emails satisfies the "in writing" + requirement.** +- [x] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be + forgotten" clause?
**-> I think that the wording is suitable, although it + could be amended to permit retention for say 12 months, rather than refer to the + financial year of the Society.
[...]
I note that it could make the + operation of section 17 (applications by former members) difficult.** +- [x] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone number - name and email address is sufficient for us. So we would like to strike this requirement to collect and store the phone number as part of the member's contact details. Is there a legal requirement to keep it, or can we just adjust 13.1 to "optionally a phone number" and strike 37.2(iii)(b) to "a phone number, if - provided" ? -- [ ] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from - the constitution builder? + provided" ?
**-> I regret to advise that this a legislative requirement and + applies in relation to both Members and Contact Persons, but not Officers. Section + 5(2)** +- [x] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from + the constitution builder?
**-> I agree that the words “(if any)” in Clause 6.2 + ought to be deleted.** +- [x] COMMENT BY LAWYER: "Clause 32 relates to election of officers and in clause + 32.1(i) requires appointments of Officers made between AGMs by the Committee to be + ratified. This adopts the MBIE Constitution Builder language, although I am not + sure what is the effect of an AGM not ratifying the appointment. Where there are + Officer terms of more than 1 year, ratification or election at the next AGM makes + sense, but in my view not otherwise (as in the present instance where Clause 33.1 + provides for appointments for 1 year to the next AGM)."
**-> committee to + confirm removal (see above)** Please note - we intend to put some "implementation details" into bylaws: From 0f53f395a55ab7c1a2cf99185fc74b334984076d Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Sat, 20 Sep 2025 13:41:03 +1200 Subject: [PATCH 17/22] Uncheck pending committee decision --- TODO.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/TODO.md b/TODO.md index 967d50c..73c7f9a 100644 --- a/TODO.md +++ b/TODO.md @@ -5,7 +5,7 @@ introduce as bylaw** - [x] 37.6 Right to be forgotten (new)
**-> yes, add, pending lawyer's confirmation of wording** -- [x] 32.1.(i) "Any such appointment must be ratified at the next Annual General +- [ ] 32.1.(i) "Any such appointment must be ratified at the next Annual General Meeting." Given that we have 1 year terms that seems pointless - remove? # Questions for lawyer From 3500cf5c33b9419018060ad15f1b363edcdf0e62 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Sat, 20 Sep 2025 14:33:15 +1200 Subject: [PATCH 18/22] Implement proposed changes - 6.1: Remove "(if any)" - 15.1.(iv)(b): Clarify that disrepute doesn't bypass dispute resolution process: (b) In the opinion of the **Committee** the **Member** has brought the **Society** into disrepute. Change to: (b) In the opinion of the **Committee**, the **Member** has brought the **Society** into disrepute, provided that any resolution to terminate membership on this ground may only be made following a dispute resolution process under this **Constitution**, which may be invoked by the **Committee** or by a **Member**. - 32.1(i): Remove "Any such appointment must be ratified at the next **Annual General Meeting**." - 34.1.(ii): Clarify that disrepute doesn't bypass dispute resolution process: (ii) The **Officer** has brought the **Society** into disrepute. Change to: (ii) The **Officer** has brought the **Society** into disrepute, provided that any resolution to remove an Officer on this ground may only be made following a dispute resolution process under this **Constitution**, which may be invoked by the **Committee** or by a **Member**. - 37.6 avoid financial year cut-off timing issues for "right to forget": The society shall then delete their record at the end of the current financial year. Change to: The society shall then delete their record within 12 months. --- constitution/constitution.md | 16 ++++++++++------ 1 file changed, 10 insertions(+), 6 deletions(-) diff --git a/constitution/constitution.md b/constitution/constitution.md index d4f82d3..131535c 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -107,7 +107,7 @@ or any other legislation. members. 6.2. The **Society's** capacity, rights, powers, and privileges are subject to the -following restrictions (if any)— +following restrictions— - (i) If the **Society** ever needs to borrow money, the matter must be raised at a **General Meeting** for resolution. The purpose of the loan must be checked to ensure @@ -256,8 +256,10 @@ payment of the subscription, any other fees, or levy the **Committee** may termi - (a) The **Member** has failed to pay a subscription, levy or other amount due to the **Society** within 60 **Working Days** of the due date for payment. - - (b) In the opinion of the **Committee** the **Member** has brought the **Society** - into disrepute. + - (b) In the opinion of the **Committee**, the **Member** has brought the **Society** + into disrepute, provided that any resolution to terminate membership on this ground + may only be made following a dispute resolution process under this **Constitution**, + which may be invoked by the **Committee** or by a **Member**. 15.2. with effect from (as applicable)— @@ -659,7 +661,6 @@ suffice. 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). - Any such appointment must be ratified at the next **Annual General Meeting**. - (ii) A candidate's written nomination, accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed @@ -704,7 +705,10 @@ with the last year of each **Officer's** term of office. - (i) The **Officer** elected to the **Committee** has been absent from 3 committee meetings without leave of absence from the **Committee**. -- (ii) The **Officer** has brought the **Society** into disrepute. +- (ii) The **Officer** has brought the **Society** into disrepute, provided that any + resolution to remove an Officer on this ground may only be made following a dispute + resolution process under this **Constitution**, which may be invoked by the + **Committee** or by a **Member**. - (iii) The **Officer** has failed to disclose a conflict of interest. @@ -802,7 +806,7 @@ shall include — 37.6. A former **Member** may request the deletion of their record kept as per 37.5. immediately after ceasing to be a **Member**. The society shall then delete their - record at the end of the current financial year. + record within 12 months. ### **38. Interests Register** From 744c79ad4cd4035f27222617ed3f8c464f58b069 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Tue, 23 Sep 2025 11:00:03 +1200 Subject: [PATCH 19/22] Remove "or intends" (to register as a charity) As per lawyer's advice we can remove this - there is no "timing issue with re-registration" --- constitution/constitution.md | 3 +-- 1 file changed, 1 insertion(+), 2 deletions(-) diff --git a/constitution/constitution.md b/constitution/constitution.md index 131535c..1bdb855 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -9,8 +9,7 @@ Python New Zealand), in this **Constitution** referred to as the '**Society**'. ### **2. Charitable status** -2.1. The **Society** is already, or intends after incorporation, to be registered as a -charitable entity under the Charities Act 2005. +2.1. The **Society** is registered as a charitable entity under the Charities Act 2005. ### **3. Definitions** From 14bb3e346ac25f16fdb78322078a2319492762be Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Tue, 23 Sep 2025 11:07:35 +1200 Subject: [PATCH 20/22] Fix important apostrophe placement The "generally" is referring to the general membership, not the individual member's general rights. The Society may get involved when rights or interests "as a member" are damaged, but not when e.g. one member allegedly damages another member's rights "generally" (which could be completely unrelated to the Society) --- constitution/constitution.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/constitution/constitution.md b/constitution/constitution.md index 1bdb855..4dbde2b 100644 --- a/constitution/constitution.md +++ b/constitution/constitution.md @@ -950,7 +950,7 @@ information to be identified. **Society's** **Constitution** or bylaws or the **Act** - (iv) a **Member's** rights or interests as a **Member** have been damaged or - **Member's** rights or interests generally have been damaged. + **Members'** rights or interests generally have been damaged. 42.4. A **Member** or an **Officer** may make a complaint by giving to the **Committee** (or a complaints subcommittee) a notice in writing that— From bfdb95aca28c5b06b32c8adcef006ba2fbc6bfb8 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Tue, 23 Sep 2025 11:54:50 +1200 Subject: [PATCH 21/22] Update TODO - Lawyer confirmed simplified wording of 2.1 - All bylaws have been drafted (in "bylaws" branch for review) - General tidy up --- TODO.md | 57 ++++++++++++++++++++++++++------------------------------- 1 file changed, 26 insertions(+), 31 deletions(-) diff --git a/TODO.md b/TODO.md index 73c7f9a..cdc684a 100644 --- a/TODO.md +++ b/TODO.md @@ -65,45 +65,40 @@ sense, but in my view not otherwise (as in the present instance where Clause 33.1 provides for appointments for 1 year to the next AGM)."
**-> committee to confirm removal (see above)** - -Please note - we intend to put some "implementation details" into bylaws: - -- Membership runs with the financial year 01 Jan-31 Dec, the initial fee is - proportionate (e.g. joining in October) -- Very specific bank account and VISA card setup, dual signatories and bank mandate - change process (the treasurer is not mentioned in 40.) -- Guidelines and commitment forms for event organisers -- Code of Conduct -- Activities - what we actually do in pursuit of our purposes listed in 4.1 -- Reporting/Transparency - what information is published where (e.g. AGM minutes) +- [x] CONFIRMED BY LAWYER: 2.1 can just read "The **Society** is registered as a + charitable entity under the Charities Act 2005." - there is no timing issue with + re-registration so we don't need "or intends after incorporation" which could make + readers wonder whether we actually are registered as a charity. # Bylaws -- [ ] Membership - - [ ] Runs 1 Jan-31 Dec, initial fee proportionate -- [ ] Bank Accounts and Cards - - [ ] Mechanism main/card - - [ ] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) -- [ ] Term limits - - [ ] Rotation for key positions (chair, deputy chair, treasurer, secretary) -- [ ] Event Organisers - - [ ] Goals / Relationship - - [ ] Commitment - - [ ] Events HOWTO -- [ ] Code of Conduct -- [ ] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct)) -- [ ] Transparency - - [ ] Minutes of AGM -> publish to members (/public?) +These have now all been drafted. + +- [x] Membership + - [x] Runs 1 Jan-31 Dec, initial fee proportionate +- [x] Bank Accounts and Cards + - [x] Mechanism main/card + - [x] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) +- [x] Term limits + - [x] Rotation for key positions (chair, deputy chair, treasurer, secretary) +- [x] Event Organisers + - [x] Goals / Relationship + - [x] Commitment + - [x] Events HOWTO +- [x] Code of Conduct +- [x] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct)) +- [x] Transparency + - [x] Minutes of AGM -> publish to members (/public?) # Consequences - [ ] (Vice) President -> (Vice) Chairperson (email / alias, 1Password, website, HelloClub) -- [ ] Upon adoption: confirm existing life members -- [ ] Upon adoption: confirm existing membership fees +- [ ] Upon adoption at GM: confirm existing life members +- [ ] Upon adoption at GM: confirm existing membership fees - [ ] Election process: only officers are elected by GM, positions within committee -- [ ] Election process: must confirm they would stand if elected -- [ ] Election process: must certify that they're not ineligible +- [ ] Election process: must FIRST confirm they would stand if elected +- [ ] Election process: must FIRST certify that they're not ineligible - [ ] Election process: counting scrutineers are 2 members who are not nominees -- [ ] Election process bylaws? +- [ ] Election process create a bylaw for implementation details? - [ ] Charity return: Constitution needs review every 3 years From 5b84d8646f89e9646ccb867a9aab7a6c0e2d2c38 Mon Sep 17 00:00:00 2001 From: "Danny W. Adair" Date: Thu, 25 Sep 2025 14:14:53 +1200 Subject: [PATCH 22/22] Update TODO (all done except procedural changes) The commitee confirmed all proposed changes. --- TODO.md | 94 ++------------------------------------------------------- 1 file changed, 2 insertions(+), 92 deletions(-) diff --git a/TODO.md b/TODO.md index cdc684a..017776b 100644 --- a/TODO.md +++ b/TODO.md @@ -1,96 +1,6 @@ -# Still to be agreed by entire committee +# Procedural changes and other consequences -- [x] 6.2 Borrowing via GM retained
**-> yes, retained** -- [x] 33.2/33.3 term limits (and when the counting starts)
**-> remove, possibly - introduce as bylaw** -- [x] 37.6 Right to be forgotten (new)
**-> yes, add, pending lawyer's confirmation - of wording** -- [ ] 32.1.(i) "Any such appointment must be ratified at the next Annual General - Meeting." Given that we have 1 year terms that seems pointless - remove? - -# Questions for lawyer - -- [x] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society - into disrepute." - listed separately from a dispute resolution result 15.1.(ii) - and thus bypassing it? What would be a practical situation where this is - justifiably used?
-> **Clause 15.1.(iv)(b) uses the concept of a Member - bringing the Society into “disrepute”. The inconsistency with a person expelled - under a dispute procedure is inherent in the MBIE Constitution Builder where the - “disrepute” provision is selected as an additional provision. An example is a - member having a social media account which refers to the Society while posting - statements that are defamatory or racist.** -- [x] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this - determination of disrepute seems to bypass the dispute resolution process? What - would be a practical situation where this is justifiably used?
**Clause - 34.1(ii) is similar and relates to an Officer. Again, there is an inconsistency, - and it would be prudent for both provisions to be amended to clarify that the - dispute procedures can be invoked by an Officer or Member where the Committee - proposes to pass a resolution about “disrepute”.** -- [x] Further to the above two clauses, there is 17.2. distinguishing between a - "disciplinary" and a dispute resolution process. Wondering if a GM is required to - re-admit a former Member, maybe it should only be a GM that can perform a - "disciplinary process" - or is that impractical?
**--> see above** -- [x] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does - this not open us up to disputes that are unrelated to the society (other than the - parties are members)? Potentially leading to mediation costs covered by the - society? (based on a true story)
**->Clause 42.3(iv) has a clear meaning if - the MBIE language is used being “a Member's rights or interests as a Member”, but - the first apostrophe has been omitted from your draft Constitution. I recommend - reinstating the apostrophe.** -- [x] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms - and sending of emails covers the requirement "in writing"?
**-> In my view, - the submission of online forms and sending of emails satisfies the "in writing" - requirement.** -- [x] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be - forgotten" clause?
**-> I think that the wording is suitable, although it - could be amended to permit retention for say 12 months, rather than refer to the - financial year of the Society.
[...]
I note that it could make the - operation of section 17 (applications by former members) difficult.** -- [x] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone - number - name and email address is sufficient for us. So we would like to strike - this requirement to collect and store the phone number as part of the member's - contact details. Is there a legal requirement to keep it, or can we just adjust - 13.1 to "optionally a phone number" and strike 37.2(iii)(b) to "a phone number, if - provided" ?
**-> I regret to advise that this a legislative requirement and - applies in relation to both Members and Contact Persons, but not Officers. Section - 5(2)** -- [x] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from - the constitution builder?
**-> I agree that the words “(if any)” in Clause 6.2 - ought to be deleted.** -- [x] COMMENT BY LAWYER: "Clause 32 relates to election of officers and in clause - 32.1(i) requires appointments of Officers made between AGMs by the Committee to be - ratified. This adopts the MBIE Constitution Builder language, although I am not - sure what is the effect of an AGM not ratifying the appointment. Where there are - Officer terms of more than 1 year, ratification or election at the next AGM makes - sense, but in my view not otherwise (as in the present instance where Clause 33.1 - provides for appointments for 1 year to the next AGM)."
**-> committee to - confirm removal (see above)** -- [x] CONFIRMED BY LAWYER: 2.1 can just read "The **Society** is registered as a - charitable entity under the Charities Act 2005." - there is no timing issue with - re-registration so we don't need "or intends after incorporation" which could make - readers wonder whether we actually are registered as a charity. - -# Bylaws - -These have now all been drafted. - -- [x] Membership - - [x] Runs 1 Jan-31 Dec, initial fee proportionate -- [x] Bank Accounts and Cards - - [x] Mechanism main/card - - [x] AGM mandate (treasurer/secretary signatories no longer explicit in constitution) -- [x] Term limits - - [x] Rotation for key positions (chair, deputy chair, treasurer, secretary) -- [x] Event Organisers - - [x] Goals / Relationship - - [x] Commitment - - [x] Events HOWTO -- [x] Code of Conduct -- [x] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct)) -- [x] Transparency - - [x] Minutes of AGM -> publish to members (/public?) - -# Consequences +In order to actually follow our new constitution, we'll need to make some changes. - [ ] (Vice) President -> (Vice) Chairperson (email / alias, 1Password, website, HelloClub)