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NZ Electrical Trade Golf Association Incorporated
Constitution rules:
Introductory rules
Name
The name of the society is NZ Electrical Trade Golf Association Incorporated (in these Rules referred to as the ‘Society’).
Definitions
In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:
‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.
‘Annual General Meeting’ means a meeting of the Members of the Society held once per year which, among other things, will receive and consider reports on the Society’s activities and finances.
‘General Meeting’ means either an Annual General Meeting or a Special General Meeting called for by the Executive Committee of the Society
‘Member’ means a person who:
• is a financial member of the Society for a period equal to the financial year for which membership is paid or if no financial requirement for membership, is recognized as a member by the Association as being a member of right
• may obtain a financial benefit from any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) where that person is a financial member of the Society
‘Chair/President’ means the Executive Committee Member responsible for, among other things, overseeing the governance and operations of the Society and chairing General Meetings.
‘Clear Days’ means complete days, excluding the first and last-named days (for instance, excluding the date a Notice of the meeting is posted or sent to Members and the date of the meeting).
‘Committee’ means the Society’s governing body. ‘Committee Member’ means a member of the Committee, including the Chair/President, Secretary and Treasurer
‘Executive Committee Member’ means a member of the Executive Committee, including the Chair/President, Secretary, Treasurer, Tournament Director, and two representatives from each of the North and South Island Provincial Delegates.
‘Deputy Chair/Vice President’ means the Committee Member elected or appointed to deputize in the absence of the Chair/President.
‘Matter’ means (a) the Society’s performance of its activities or exercise of its powers; or (b) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Society.
‘Notice’ to Members includes any notice given by post, courier, or email; and the failure for any reason of any Member to receive such Notice or information shall not invalidate any meeting or its proceedings or any election.
‘Register of Members’ means the register of Members kept under these Rules.
‘Rules’ means the rules in this document.
‘Secretary’ means the Committee Member responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording the minutes of General Meetings and Committee meetings.
‘Treasurer’ means the Committee Member responsible for, among other things, overseeing the finances of the Society.
Purposes
The primary purposes of the Society are to:
• To promote and support the game of golf within the electrical industry and its associated entities
• To encourage business and social engagement between its members
• To promote and hold either alone or jointly with any other Association, Club, or person meetings, competitions, and matches for the playing of golf and to offer, give, or contribute towards trophies, medals, and awards thereof
• To establish, promote, or assist in establishing or promoting and to subscribe to or become a member of or associate or amalgamate with any other Association or Club whose objects are similar or in any part similar to the object of the Association, or the establishment or promotion of which may be beneficial to this Association and to join and become a member of any authority controlling golf in New Zealand
The Society must not operate for or with the effect of:
• any Member of the Society deriving any personal financial gain from membership of the Society, other than as may be permitted by law, or
• returning all or part of the surplus generated by the Society’s operations to Members, in money or in-kind
• conferring any kind of ownership in the Society’s assets on Members
• engaging in trade
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The Society may, at the discretion of the Committee
• reimburses a member for reasonable expenses legitimately incurred on behalf of the Society or while pursuing the Society’s purposes,
• provide a member with incidental benefits (for example, trophies, prizes, or discounts on products or services) for the Society.
Personal benefit/Employment
Any payments made to a member must be for goods and services that advance the charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties. Provided no officer or member is allowed to influence any such decision made by the organization in respect of payments or transactions between it and them, their direct family, or any associated entity.
Tikanga / Culture
The Tikanga or culture of the Society is as follows:
• The purpose of this Society is to foster goodwill and camaraderie amongst its members through golf and events hosted by the said society
and these Rules shall be interpreted having regard to that Tikanga or culture.
Act and Regulations
Nothing in this Constitution authorizes the Society to do anything that contravenes or is inconsistent with the Statute, any regulations made under the Statute, or any other legislation.
Registered office
The Registered Office of the Society shall be at such place in New Zealand as the Committee from time to time determines, and changes to the Registered Office shall immediately be notified to the Registrar of Incorporated Societies in a form and as required by the Statute.
Power to borrow money.
Society does not have the power to borrow money.
Other powers
In addition to its statutory powers, the Society:
• may use its funds to pay the costs and expenses to advance or carry out its purposes, and to employ or contract with such people as may be appropriate to the betterment of the Society and its purposes
Members.
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Minimum number of members
The Society shall maintain the minimum number of Members required by the Act.
Types of members
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
• Member: A Member is an individual admitted to membership under these Rules and who has not ceased to be a member.
• Life Member: A Life Member is a person honored for highly valued services to the Society elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting, or who has been voted a life member of The New Zealand Electrical Trades golf before the commencement of this Society. 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.
Becoming a member: consent
Every applicant for membership must consent in writing or by way of an online form to become a member.
Becoming a member: process
An applicant for membership must complete in writing or comply with an online form’s requirements, as required by the Committee.
The Committee may accept or decline any membership application. The Committee must advise the applicant of its decision (but is not required to provide reasons for that decision).
The Committee may also confer membership on an individual without a letter of application if they feel the individual meets the approved standards necessary to be a suitable member, so long as that member agrees to the payment of the required membership fee.
Obligations and rights
Every Member shall provide the Society with that Member’s name and contact details (including postal address, telephone number(s), and any email address) and promptly advise the Society of any changes to those details.
Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.
Other obligations and rights
All Members (including Executive and or Committee Members) shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
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A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings if all subscriptions and any other fees have been paid to the Society by the due date, but no Member or Life Member is liable for an obligation of the Society by reason only of being a member.
Subscriptions and fees
The annual subscription, should a subscription fee be applied, and any other fees for membership for the then-current fiscal year shall be set by resolution of a General Meeting
Any Member failing to pay the annual subscription if required, within 3 calendar months of the date the same was due for payment shall be considered as non-financial 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 deemed to be for financial members, specifically Annual, or Special General Meetings that have voting rights on the Societies future activities, until all the arrears are paid. If such arrears are not paid within 6 months of the due date for payment of the subscription, the Committee may terminate the Member’s membership (without being required to give prior notice to that Member).
Ceasing to be a member
A Member ceases to be a member:
• on death (or if a body corporate on liquidation or if a partnership on the dissolution of the partnership), or
• by resignation from that Member’s class of membership by notice to the Secretary, or
• on termination of a member’s membership following a dispute resolution process under these Rules.
with effect from the death of the Member or the date of receipt by the Secretary, or any subsequent date stated in the notice of resignation, or termination of membership following a dispute resolution process under these Rules.
Becoming a member again
Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Committee.
However, if a former Member’s membership was terminated following a dispute resolution process, the applicant may be re-admitted only by a General Meeting on the recommendation of the Committee.
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General meetings.
Annual General Meetings
An Annual General Meeting shall be held once a year on a date and at a location determined by the Executive Committee and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.
Annual General Meetings: business
The business of an Annual General Meeting shall be to:
• confirm the minutes of previous Society Meeting(s),
• adopt the annual report on Society business,
• adopt the Treasurer’s report on the finances of the Society and the annual financial statements,
• set any subscriptions for the current financial year,
• consider any motions,
• consider any general business.
The Committee must, at each Annual General Meeting, present the following information:
• an annual report on the affairs of the Society during the most recently completed accounting period,
• the annual financial statements for that period, and
• notice of any disclosures of conflicts of interest made by Committee Members during that period (including a summary of the matters, or types of matters, to which those disclosures relate).
Procedure
The Committee shall give no less than 30 days’ notice to all Members an indication that the Annual General Meeting shall take place on or about the first week of November each financial year at the location of that year’s Electrical Trades Golf Championship unless matters arise that would make that impossible, then a revised time and place shall be notified to said Members
The Executive Committee shall give all Members indication that a General Meeting shall take place at any time it sees necessary to carry out the Societies activities at a time outside of the Annual General Meeting in November, this meeting shall be held but not necessarily via an online internet arrangement or meeting place arranged that suits all members of the Executive Committee
The Executive Committee may also convene a similar meeting to discuss and approve matters that it sees fit to proceed with, within its capacity as the Executive Committee, that does not require approval from a full Members Meeting
The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.
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All financial Members may attend, speak, and vote at Annual General Meetings:
• in person, or
• by a signed original written proxy (an email or copy not being acceptable) in favor of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, or
No Annual General Meeting may be held unless at least fifteen eligible financial Members attend. This will constitute a quorum.
If within half an hour after the time appointed for a meeting, a quorum is not present, the meeting shall be dissolved and stand adjourned to a day, time, and place determined by the Chair/President of the Society, and if at such adjourned meeting a quorum is not present those present in person or by proxy shall be deemed to constitute a sufficient quorum.
• All General Meetings shall be chaired by the Chair/President. If the Chair/President is absent, the Deputy or Vice-Chair/President shall chair that meeting.
• Any person
chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote
• The Committee may put forward motions for the Society to vote on (‘Committee Motions’), which shall be notified to Members with the notice of the Annual General Meeting.
• Any Member may request that a motion be voted on (‘Member’s Motion’) at an Annual General Meeting, by giving notice to the Secretary at least 30 Clear Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’).
Minutes
Minutes must be kept by the Secretary of all Annual or General Meetings.
The Executive Committee when considered appropriate may convene a General Meeting to discuss important association matters, these may involve the discussion and approval of items “not included as part of the constitution rules and guidelines”, the Executive Committee shall give not less than two weeks’ notice of the timing of this meeting that will generally be held via a zoom or other online option.
A General Meeting shall consist of no less than 75% of the appointed Executive Committee and may also include any of the General Committee/Regional Delegates to constitute a quorum
Regional Delegates may attend these meetings and will be invited to do so by the Chair/President. Key agenda matters will be notified to the attendees no less than two days before the commencement of the meeting, other matters may also be raised at the meeting by any attending member.
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Any matters arising requiring a vote will be dealt with on a yeh and nay, with the Chairperson having a casting vote should that be necessary
The Secretary and or Treasurer may chair the meeting should the Chair/President not be in attendance
A Committee Member may be excluded from a General Meeting should an agenda item be related to the members’ activities that may have been in discord with the Association Constitution and or Tournament Rules and Guidelines Members may at any time request in writing to the Secretary or President to have matters brought to the attention of the next available General Meeting, these matters will be discussed and attended to as necessary to satisfy the Members' concerns A Member status may be dissolved at any time should that member fail to meet the financial obligation of membership or act in a way that contravenes the Association's Committee code of acceptable conduct
Committees - Composition
The Executive Committee will consist of eight Committee Members who are:
• Members; and
• not disqualified by these Rules or the Act.
Being a Chair/President, a Secretary, a Treasurer, a Tournament Director, and four other Committee Members who shall be two Delegates from each of the North and South Island Provincial entities appointed by the Members of the Society at the General Meeting
General Committee
Consists of the Executive Committee along with representatives “generally two members” from each of the eight provinces included in the society golfing activities, these representatives may also hold a role within the Executive Committee
Qualifications
Prior to election or appointment, every Committee Member must consent in writing to be a Committee Member and certify in writing that they are not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act.
The following persons are disqualified from being appointed or holding office as a Committee Member:
a. a person who is under 16 years of age,
b. a person who is an undischarged bankrupt.
Election or appointment of Executive and Committee Members
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The election of Committee Members shall be conducted as follows.
a. Committee Members shall be elected during Annual General Meetings. However, if a vacancy in the position of any Committee Member occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Committee (and any such appointee must, before the appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act).
b. A candidate’s written nomination, accompanied by the written consent of the nominee (who must be a financial member) shall be received by the Secretary at least 5 Clear 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.
c. 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).
d. Two Members (who are not nominees) or non-members appointed by the Chair/President shall act as scrutineers for the counting of the votes and destruction of any voting papers.
e. The failure for any reason of any financial Member to receive such notice shall not invalidate the election.
Term
The term of office for all Committee Members shall be 5 years, expiring at the end of the Annual General Meeting In the year corresponding with the last year of each Committee Member’s term of office.
No Committee Member shall serve for more than 10 consecutive terms.
No Chair/President shall serve for more than 10 consecutive years as Chair/President.
Cessation of Committee membership
A Committee Member shall be deemed to have ceased to be a Committee Member if that person ceases to be a Member.
Each Committee Member shall within 30 Clear Days of submitting a resignation or ceasing to hold office, deliver to the Secretary all books, papers, and other property of the Society held by such former Committee Member
A Committee Member may be removed from office by majority consensus at an annual or convened general meeting should that person's behavior be considered not in the best interests of the Society,
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Functions
From the end of each Annual General Meeting until the end of the next, the Society shall be governed by the Committee, which shall be accountable to the Members for the advancement of the Society’s purposes and the implementation of resolutions approved by any General Meeting.
Officers' Duties Mandatory
At all times each Committee Member:
a. shall act in good faith and in what he or she believes to be the best interests of the Society,
b. must exercise all powers for a proper purpose,
c. must not act, or agree to the Society acting, in a manner that contravenes the Statute or this Constitution,
d. when exercising powers or performing duties as a Committee Member must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances considering, but without limitation, the nature of the Society, the nature of the decision, and the position of the Committee Member and the nature of the responsibilities undertaken by him or her,
e. must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society 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
f. must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.
Powers
Subject to these Rules and any resolution of any General Meeting the Committee may:
• exercise all the Society's powers, other than those required by the Act or by these Rules to be exercised by the Society in General Meeting, and
• enter into contracts on behalf of the Society or delegate such power to a Committee Member, sub-committee, employee, or another person.
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Sub-committees
The Committee may appoint sub-committees consisting of such people (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:
• the quorum of every sub-committee is half the members of the sub-committee,
• no sub-committee shall have the power to co-opt additional members,
• a sub-committee must not commit the Society to any financial expenditure without express authority, and
• a sub-committee must not further delegate any of its powers.
General issues
The Committee and any sub-committee may act by resolution approved during a telephone conference call or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee meeting.
Other than as prescribed by the Act or these Rules, the Committee or any sub-committee may regulate its proceedings as it thinks fit.
Subject to the Act, these Rules, and the resolutions of General Meetings, the decisions of the Committee on the interpretation of these Rules and all matters dealt with it by these Rules and on matters not provided for in these Rules shall be final and binding on all Members.
Committee Meetings - Frequency
The Committee shall meet as required at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chair/President or Secretary.
Procedure
The quorum for Committee meetings is at least two-thirds of the number of Committee Members.
Records
Register of members
The Secretary shall keep an up-to-date Register of Members, recording for each Member their name, contact details, the date they became a Member, and any other information required by these Rules or prescribed by Regulations under the Act.
Contents of Register of Members
The information contained in the Register of Members shall include each Member’s
• postal address
• phone number (landline or mobile)
• email address (if any)
• the date the Member became a member,
• whether the Member is financial or nonfinancial
Every Member shall promptly advise the Secretary of any change in their contact details.
Access to Register of members.
With reasonable notice and at reasonable times, the Secretary shall make the Register of Members available for inspection by Members and Committee Members. However, no access will be given to information on the Register of Members to Members or any other person, other than as required by law.
Finances - Control and management.
The funds and property of the Society shall be:
controlled, invested, and disposed of by the Committee, subject to these Rules, and
devoted solely to the promotion of the purposes of the Society.
accounting records must be kept and distributed per section 101 of the Incorporated Societies Act 2022
Personal Benefit
As a not-for-profit organization, the officers and members may not receive any distributions of profit or income from it.
This does not prevent officers or members:
• receiving reimbursement of actual and reasonable expenses incurred, or
• entering any transactions with the organization for goods or services supplied to or from them, which are at arm’s length, relative to what would occur between unrelated parties.
Provided no officer or member is allowed to influence any such decision made by the organization in respect of payments or transactions between it and them, their direct family, or any associated entity.
Balance Date
The Society's financial balance date shall commence on the 1st of July of each year and end on the 30th of June This date is set to comply with the requirement to hold an Annual General Meeting no later than 6 months after the balance date, as the Annual General Meeting is always held in the first week of November a balance date of greater than six months would not be valid.
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Dispute resolution Raising Disputes
1. How a complaint is made
1. A member or an officer may make a complaint by giving to the committee (or a complaints subcommittee) a
notice in writing that —
a. states that the member or officer is starting a procedure for resolving a dispute per the society’s constitution; and
b. sets out the allegation to which the dispute relates and whom the allegation is against; and
c. sets out any other information reasonably required by the society.
2. 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 —
a. states that the society is starting a procedure for resolving a dispute per the society’s constitution; and
b. sets out the allegation to which the dispute relates.
3. The information given under subclause 1b. or 2b. must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.
4. A complaint may be made in any other reasonable manner permitted by society’s constitution.
2. A person who makes a complaint has the right to be heard
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.
2. If the society makes a complaint —
a. the society has a right to be heard before the complaint is resolved or any outcome is determined; and
b. an officer may exercise that right on behalf of the society.
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.
a. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
b. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
c. an oral hearing (if any) is held before the decision maker; and
d. the member’s, officer’s, or society’s written statement or submissions (if any) are considered by the decision maker.
3. Person who is the subject of the complaint has the right to be heard
1.
This clause applies if a complaint involves an allegation that a member, an officer, or the society (the respondent) a. has engaged in misconduct; or
b. has breached, or is likely to breach, a duty under the society’s constitution or bylaws or the Incorporated Societies Act 2022; or
c. has damaged the rights or interests of a member or the rights or interests of members generally.
2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
3. If the respondent is the society, an officer may exercise the right on behalf of the society.
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.
a. the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
b. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
c. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
d. an oral hearing (if any) is held before the decision maker; and
e. the respondent’s written statement or submissions (if any) are considered by the decision maker.
4. Investigating and determining dispute
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.
2. Disputes must be dealt with under the constitution in a fair, efficient, and effective manner.
5. Society may decide not to proceed further with the complaint
Despite the clause 'Investigating and determining dispute' above, the society may decide not to proceed further with a complaint if.
a. the complaint is trivial; or
b. the complaint does not appear to disclose or involve any allegation of the following kind:
i. that a member or an officer has engaged in material misconduct:
ii. 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 Incorporated Societies Act 2022:
iii. that a member’s rights or interests or members’ rights or interests generally have been materially damaged:
c. the complaint appears to be without foundation or there is no apparent evidence to support it; or
d. the person who makes the complaint has an insignificant interest in the matter; or
e. the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or
f. there has been an undue delay in making the complaint.
6. Society may refer complaint
1. The society may refer a complaint to —
a. a subcommittee or an external person to investigate and report; or
b. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
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).
7. Decision makers
A person may not act as a decision maker in relation to a complaint if 2 or more members of the committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be —
a. impartial; or
b. able to consider the matter without a predetermined view.
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Winding-up - Process
The Society may be wound up, liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.
The Secretary shall give notice to all Members of the proposed motion to wind up the Society or remove it from the Register of Incorporated Societies and of the General Meeting at which any such proposal is to be considered, of the reasons for the proposal, and of any recommendations from the Committee in respect to such notice of motion.
Any resolution to wind up the Society or remove it from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.
Surplus assets
If the Society is wound up, liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
On the winding up or liquidation or removal from the Register of Incorporated Societies of the Society, its surplus assets after payment of all debts, costs, and liabilities shall be vested in another not-for-profit entity to be agreed upon at the last General Meeting held to decide to wind the Society up.
Alterations to the Rules - Amending these Rules
The Society may amend or replace these Rules at a General Meeting with a resolution passed by a simple majority of those Members present and voting, the number of Members attending must include at least 70% of the Associations appointed Committee Members.
At least 30 Clear Days before the General Meeting at which any amendment is to be considered the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
Any amendment or replacement of these rules must be voted on and passed by a majority of at least two thirds of the attending members present.
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. No addition to, deletion from, or alteration of the organization’s rules shall be made which would allow personal pecuniary profits to any individuals.
Other Contact person.
The Society’s Contact Person shall be either the Secretary, presiding President or both.
Any change in that Contact Officer or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 25 Clear Days of that change occurring, or the Society became aware of the change.