constitution

1.0.2

Introductory rules

Name

The name of the SOCIETY is FAR OUT GROTTO INC (in this CONSTITUTION referred to as the “SOCIETY”).

Charitable status

The SOCIETY is already, or intends after incorporation, to be registered as a charitable entity under the Charities Act 2005.

Definitions

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

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

“AGM” means Annual General Meeting, 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.

“CHAIRPERSON” means the OFFICER responsible for chairing GMs and BOARD meetings, and who provides leadership for the SOCIETY.

“BOARD” means the SOCIETY’s governing body.

“CONSTITUTION” means the rules in this document.

“GM” means General Meeting, either an AGM or an SGM of the MEMBERs of the SOCIETY.

“INTERESTED MEMBER” means a MEMBER who is interested in a matter for any of the reasons set out in section 62 of the ACT.

“INTERESTS REGISTER” means the register of interests of OFFICERs, kept under this CONSTITUTION and as required by section 73 of the ACT.

“MAY” means that the requirement or action is truly optional.

“MATTER” means—

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

“MEMBER” means a person 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.

“MUST” means that the definition or action is an absolute requirement.

“MUST NOT” means that the requirement or action is an absolute prohibition.

“NOTICE” to MEMBERs includes any notice given by email, post, or courier.

“OFFICER” means a natural person who is:

  • a member of the BOARD, or
  • 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.

“REGISTER OF MEMBERS” means the REGISTER OF MEMBERS kept under this CONSTITUTION as required by section 79 of the ACT.

“SECRETARY” means the OFFICER responsible for the matters specifically noted in this CONSTITUTION.

“SHALL” means that the definition or action is an absolute requirement.

“SHALL NOT” means that the requirement or action is an absolute prohibition.

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

“WORKING DAYS” means 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.

“WORKING GROUP” means a group of experts working together to achieve specified goals.

Purposes

The SOCIETY is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely:

  • Advancing education:
    • Advance scientific understanding by exploring, studying, and mapping cave and karst environments, and by collecting, managing, and publicly disseminating research and data relating to speleology;
    • Promote public health and safety by researching, developing, and teaching safe caving practices, and by encouraging, providing, and supporting technical training in safe caving methodologies;
  • Benefiting the community:
    • Protect, conserve, and preserve the cave and karst landscapes of New Zealand for the public benefit, and to advocate for and raise public awareness regarding the ecological significance and conservation of these environments;
    • Foster a safe, inclusive, and enduring caving community by negotiating sustainable land access, cooperating with external agencies and land owners, and maintaining relationships with other caving organizations.

Any income, benefit, or advantage MUST be used to advance the charitable purposes of the SOCIETY.

Tikanga

The tikanga of the SOCIETY is as follows—

  • Ensure caving opportunities are accessible to all individuals through membership in the SOCIETY;
  • Promote and facilitate the responsible and appropriate use of data regarding caves and karst environments;
  • Ensure that the preservation of caves in their natural, original state remains a primary principle guiding the conduct of all MEMBERs;
  • Ensure that all activities of the SOCIETY are conducted fairly, equitably, and without bias, prejudice, or discrimination.

And this CONSTITUTION SHALL be interpreted having regard to that tikanga, kawa, culture or practice.

ACT and Regulations

Nothing in this CONSTITUTION authorises the SOCIETY to do anything which contravenes or is inconsistent with the ACT, any regulations made under the ACT, or any other legislation.

Restrictions on SOCIETY powers

The SOCIETY MUST NOT be carried on for the financial gain of any of its MEMBERs.

The SOCIETY’s capacity, rights, powers, and privileges are subject to the following restrictions (if any)—

  • The SOCIETY does not have the power to borrow money.

Contact person

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

The SOCIETY’s contact person MUST be:

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

A contact person can be appointed by the BOARD or elected by the MEMBERs at a GM.

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

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

Any change in that contact person or that person’s name or contact details SHALL be advised to the Registrar of Incorporated Societies within 20 WORKING DAYS of that change occurring, or the SOCIETY becoming aware of the change.

MEMBER

Minimum MEMBER numbers

The SOCIETY SHALL maintain the minimum number of MEMBERs required by the ACT.

Becoming a MEMBER

Every applicant for membership MUST consent in writing to becoming a MEMBER.

Process

An applicant for membership MUST complete and sign any application form, supply any information, or attend an interview as may be reasonably required by the BOARD regarding an application for membership and will become a MEMBER on acceptance of that application by the BOARD.

The BOARD SHALL accept or decline an application for membership at its sole discretion. The BOARD MUST advise the applicant of its decision.

The signed written consent of every MEMBER to become a SOCIETY MEMBER SHALL be retained in the SOCIETY’s membership records.

MEMBER’s obligations and rights

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.

  • All MEMBERs SHALL promote the interests and purposes of the SOCIETY and SHALL do nothing to bring the SOCIETY into disrepute.
  • A MEMBER is only entitled to exercise the rights of membership (including attending and voting at GMs, 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.

Subscriptions and fees

The annual subscription and any other fees for membership for the then current financial year SHALL be set by resolution of a GM.

Any MEMBER failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 80 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.

Ceasing to be a MEMBER

A MEMBER ceases to be a MEMBER—

  • by resignation from that MEMBER’s class of membership by written notice signed by that MEMBER to the BOARD, or
  • on termination of a MEMBER’s membership following a dispute resolution process under this CONSTITUTION, or
  • on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or
  • by resolution of the BOARD where—
    • The MEMBER has failed to pay a subscription, levy or other amount due to the SOCIETY within 80 WORKING DAYS of the due date for payment.
    • In the opinion of the BOARD the MEMBER has brought the SOCIETY into disrepute.

with effect from (as applicable)—

  • the date of receipt of the MEMBER’s notice of resignation by the BOARD (or any subsequent date stated in the notice of resignation), or
  • the date of termination of the MEMBER’s membership under this CONSTITUTION, or
  • 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
  • the date specified in a resolution of the BOARD and when a MEMBER’s membership has been terminated the BOARD SHALL promptly notify the former MEMBER in writing.

Obligations once membership has ceased

A MEMBER who has ceased to be a MEMBER under this CONSTITUTION—

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

Becoming a MEMBER again

If a former MEMBER’s membership was terminated following a disciplinary or dispute resolution process, the applicant SHALL be re-admitted only by a resolution passed at a GM on the recommendation of the BOARD.

General Meeting

Procedures for all GMs

The BOARD SHALL give all MEMBERs at least 15 WORKING DAYS" written NOTICE of any GM and of the business to be conducted at that GM.

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 GM and its business will not be invalidated simply because one or more MEMBERs do not receive the NOTICE of the GM.

Only financial MEMBERs SHALL attend, speak and vote at GMs—

  • in person, or
  • 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 BOARD before the commencement of the GM, or
  • through the authorised representative of a body corporate as notified to the BOARD, and
  • no other proxy voting SHALL be permitted.

GMs SHALL NOT be held unless at least 5 eligible financial MEMBERs attend throughout the meeting and this will constitute a quorum.

If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of MEMBERs – SHALL be dissolved. In any other case it SHALL stand adjourned to a day, time and place determined by the 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.

A MEMBER is entitled to exercise one vote on any motion at a GM in person or by proxy, and voting at a GM SHALL be by voices or by show of hands or, on demand of the CHAIRPERSON or of 2 or more MEMBERs present, by secret ballot.

Unless otherwise required by this CONSTITUTION, all questions SHALL be decided by a simple majority of those in attendance in person or by proxy and voting at a GM or voting by remote ballot.

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

The SOCIETY MAY pass a written resolution in lieu of a GM, and a written resolution is as valid for the purposes of the ACT and this CONSTITUTION as if it had been passed at a GM if it is approved by no less than 75 percent of the MEMBERs who are entitled to vote on the resolution. A written resolution SHALL 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).

  • GMs SHALL be held at one or more venues by MEMBERs present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each MEMBER a reasonable opportunity to participate.
  • All GMs SHALL be chaired by the CHAIRPERSON. If the CHAIRPERSON is absent, the meeting SHALL elect another member of the BOARD to chair that meeting.
  • Any person chairing a GM has a deliberative and, in the event of a tied vote, no casting vote.
  • Any person chairing a GM SHALL —
    • With the consent of a simple majority of MEMBERs present at any GM adjourn the GM from time to time and from place to place but no business SHALL be transacted at any adjourned GM other than the business left unfinished at the meeting from which the adjournment took place.
    • Direct that any person not entitled to be present at the GM, or obstructing the business of the GM, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the CHAIRPERSON be removed from the GM, and
    • In the absence of a quorum or in the case of emergency, adjourn the GM or declare it closed.

Minutes

The SOCIETY MUST keep minutes of all GMs.

Annual General Meeting

When they will be held

An AGM SHALL be held once a year on a date and at a location and/or using any electronic communication determined by the BOARD and consistent with any requirements in the ACT, and the CONSTITUTION relating to the procedure to be followed at GMs SHALL apply.

The AGM MUST be held no later than the earlier of the following—

  • 6 months after the balance date of the SOCIETY
  • 15 months after the previous annual meeting.

Business

The business of an AGM SHALL be to—

  • confirm the minutes of the last AGM and any SGM(s) held since the last AGM,
  • adopt the annual report on the operations and affairs of the SOCIETY,
  • adopt the BOARD’s report on the finances of the SOCIETY, and the annual financial statements,
  • set any subscriptions for the current financial year,
  • consider any motions of which prior notice has been given to MEMBERs with notice of the AGM, and
  • consider any general business.

The BOARD MUST, at each AGM, present the following information—

  • an annual report on the operation and 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 OFFICERs during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

Special General Meeting

SGMs MAY be called at any time by the BOARD by resolution.

The BOARD MUST call an SGM if it receives a written request signed by at least 50 percent of MEMBERs.

Any resolution or written request MUST state the business that the SGM is to deal with.

The rules in this CONSTITUTION relating to the procedure to be followed at GMs SHALL apply to an SGM, and an SGM SHALL only consider and deal with the business specified in the BOARD’s resolution or the written request by MEMBERs for the SGM.

BOARD

BOARD composition

The BOARD will consist of at least 3 OFFICERs and no more than 7 OFFICERs.

A majority of the OFFICERs on the BOARD MUST be either:

  • MEMBERs of the SOCIETY, or
  • representatives of bodies corporate that are MEMBERs of the SOCIETY.

Functions of the BOARD

From the end of each AGM until the end of the next, the SOCIETY SHALL be managed by, or under the direction or supervision of, the BOARD, in accordance with the ACT, any Regulations made under that ACT, and this CONSTITUTION.

Powers of the BOARD

The BOARD 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.

WORKING GROUPs

The BOARD MAY appoint WORKING GROUPs consisting of such persons (whether or not MEMBERs of the SOCIETY) and for such purposes as it thinks fit. Unless otherwise resolved by the BOARD—

  • the quorum of every WORKING GROUP is half the members of the WORKING GROUP but not less than 2,
  • no WORKING GROUP SHALL have power to co-opt additional members,
  • a WORKING GROUP MUST NOT commit the SOCIETY to any financial expenditure without express authority from the BOARD, and
  • a WORKING GROUP MUST NOT further delegate any of its powers.

General matters

The BOARD and any WORKING GROUP SHALL 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 BOARD or WORKING GROUP meeting.

Other than as prescribed by the ACT or this CONSTITUTION, the BOARD or any WORKING GROUP SHALL regulate its proceedings as it thinks fit.

BOARD meetings

Procedure

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

A meeting of the BOARD SHALL be held either—

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

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

The members of the BOARD SHALL elect one of their number as CHAIRPERSON of the BOARD. If at a meeting of the BOARD, the CHAIRPERSON is not present, the members of the BOARD present SHALL choose one of their number to be CHAIRPERSON of the meeting. The CHAIRPERSON does not have a casting vote in the event of a tied vote on any resolution of the BOARD.

Except as otherwise provided in this CONSTITUTION, the BOARD SHALL regulate its own procedure.

Frequency

The BOARD SHALL meet at least quarterly at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the CHAIRPERSON or SECRETARY.

The SECRETARY, or other BOARD member nominated by the BOARD, SHALL give to all BOARD members not less than 5 WORKING DAYS" notice of BOARD meetings, but in cases of urgency a shorter period of notice SHALL suffice.

OFFICER

Qualifications of an OFFICER

Every OFFICER MUST be a natural person who —

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

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 —

  1. A person who is under 16 years of age.
  2. A person who is an undischarged bankrupt.
  3. 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
  4. A person who is disqualified from being a member of the governing body of a charitable entity under section 36C of the Charities Act 2005.
  5. A person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years —
    1. an offence under subpart 6 of Part 4 of the ACT
    2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
    3. an offence under section 143B of the Tax Administration Act 1994
    4. an offence under section 22(2) of the ACT
    5. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii)
    6. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
  6. A person subject to:
    1. a banning order under subpart 7 of Part 4 of the ACT, or
    2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
    3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
    4. a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
  7. A person who is subject to an order that is substantially similar to an order referred to in the previous paragraph 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.
  8. A person who does not comply with any qualifications for OFFICERs contained in this CONSTITUTION.

Prior to election or appointment as an OFFICER a person MUST —

  • consent in writing to be an OFFICER, and
  • certify in writing that they are not disqualified from being elected or appointed as an OFFICER either by this CONSTITUTION or the ACT.

Note that only a natural person SHALL be an OFFICER and each certificate SHALL be retained in the SOCIETY’s records.

OFFICER’s duties

At all times each OFFICER:

  1. SHALL act in good faith and in what he or she believes to be the best interests of the SOCIETY,
  2. MUST exercise all powers for a proper purpose,
  3. MUST NOT act, or agree to the SOCIETY acting, in a manner that contravenes the ACT or this CONSTITUTION,
  4. when exercising powers or performing duties as an OFFICER, MUST exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
  • the nature of the SOCIETY,
  • the nature of the decision, and
  • the position of the OFFICER and the nature of the responsibilities undertaken by him or her
  1. 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
  2. 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.

Election or appointment of OFFICERs

The election of OFFICERs SHALL be conducted as follows.

  1. OFFICERs SHALL be elected during AGMs. However, if a vacancy in the position of any OFFICER occurs between AGMs, that vacancy SHALL be filled by resolution of the BOARD (and any such appointee MUST, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as a OFFICER (as described in the “Qualification of OFFICERs” rule above). Any such appointment MUST be ratified at the next AGM.
  2. 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 a 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 AGM. If there are insufficient valid nominations received, further nominations SHALL be received from the floor at the AGM.
  3. Votes SHALL be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie SHALL be resolved by the incoming BOARD (excluding those in respect of whom the votes are tied).
  4. 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.
  5. The failure for any reason of any financial MEMBER to receive such NOTICE of the general meeting SHALL NOT invalidate the election.
  6. In addition to OFFICERs elected under the foregoing provisions of this rule, the BOARD MAY appoint other OFFICERs for a specific purpose, or for a limited period, or generally until the next AGM. Unless otherwise specified by the BOARD 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).

Term

The term of office for all OFFICERs elected to the BOARD SHALL be 1 year(s), expiring at the end of the AGM in the year corresponding with the last year of each OFFICER’s term of office.

  • No OFFICER SHALL serve for more than 3 consecutive terms.
  • No CHAIRPERSON SHALL serve for more than 1 consecutive years as CHAIRPERSON.

Removal of an OFFICER

An OFFICER SHALL be removed as an OFFICER by resolution of the BOARD or the SOCIETY where in the opinion of the BOARD or the SOCIETY —

  • The OFFICER elected to the BOARD has been absent from 2 BOARD meetings without leave of absence from the BOARD.
  • The OFFICER has brought the SOCIETY into disrepute.
  • The OFFICER has failed to disclose a conflict of interest.
  • The BOARD passes a vote of no confidence in the OFFICER.

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

Ceasing to hold office

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

Each OFFICER SHALL within 20 WORKING DAYS of submitting a resignation or ceasing to hold office, deliver to the BOARD all books, papers and other property of the SOCIETY held by such former OFFICER.

Conflicts of interest

An OFFICER or member of a WORKING GROUP 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)—

  • to the BOARD and or WORKING GROUP, and
  • in an INTERESTS REGISTER kept by the BOARD.

Disclosure MUST be made as soon as practicable after the OFFICER or member of a WORKING GROUP becomes aware that they are interested in the MATTER.

An OFFICER or member of a WORKING GROUP who is an INTERESTED MEMBER regarding a MATTER—

  1. MUST NOT vote or take part in the decision of the BOARD and/or WORKING GROUP relating to the MATTER unless all members of the BOARD who are not interested in the MATTER consent; and
  2. MUST NOT sign any document relating to the entry into a transaction or the initiation of the MATTER unless all members of the BOARD who are not interested in the MATTER consent; but
  3. MAY take part in any discussion of the BOARD and/or WORKING GROUP relating to the MATTER and be present at the time of the decision of the BOARD and/or WORKING GROUP (unless the BOARD and/or WORKING GROUP decides otherwise).

However, an OFFICER or member of a WORKING GROUP who is prevented from voting on a MATTER SHALL still be counted for the purpose of determining whether there is a quorum at any meeting at which the MATTER is considered.

Where 50 per cent or more of OFFICERs are prevented from voting on a MATTER because they are interested in that MATTER, an SGM MUST be called to consider and determine the MATTER, unless all non-interested OFFICERs agree otherwise.

Where 50 per cent or more of the members of a WORKING GROUP are prevented from voting on a MATTER because they are interested in that MATTER, the BOARD SHALL consider and determine the MATTER.

Records

REGISTER OF MEMBERS

The SOCIETY SHALL keep an up-to-date REGISTER OF MEMBERS.

For each current MEMBER, the information contained in the REGISTER OF MEMBERS SHALL include —

  • Their name, and
  • The date on which they became a MEMBER (if there is no record of the date they joined, this date will be recorded as “Unknown”), and
  • Their contact details, including —
    • A physical address or an electronic address, and
    • A telephone number.

Every current MEMBER SHALL promptly advise the SOCIETY of any change of the MEMBER’s contact details.

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:

  • The former MEMBER’s name, and
  • The date the former MEMBER ceased to be a MEMBER.

INTERESTS REGISTER

The BOARD SHALL at all times maintain an up-to-date register of the interests disclosed by OFFICERs and by members of any WORKING GROUP.

Access to MEMBER information

A MEMBER MAY at any time make a written request to the SOCIETY for information held by the SOCIETY.

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

The SOCIETY MUST, within a reasonable time after receiving a request —

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

Without limiting the reasons for which the SOCIETY MAY refuse to provide the information, the SOCIETY MAY refuse to provide the information if —

  1. withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
  2. the disclosure of the information would, or would be likely to, prejudice the commercial position of the SOCIETY or of any of its MEMBERs, or
  3. the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the SOCIETY, or
  4. the information is not relevant to the operation or affairs of the SOCIETY, or
  5. withholding the information is necessary to maintain legal professional privilege, or
  6. the disclosure of the information would, or would be likely to, breach an enactment, or
  7. 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
  8. the request for the information is frivolous or vexatious, or
  9. the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this CONSTITUTION and the ACT.

If the SOCIETY requires the MEMBER to pay a charge for the information, the MEMBER MAY withdraw the request, and MUST be treated as having done so unless, within 10 WORKING DAYS after receiving notification of the charge, the MEMBER informs the SOCIETY —

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

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

Finances

Control and management

The funds and property of the SOCIETY SHALL be—

  • controlled, invested and disposed of by the BOARD, subject to this CONSTITUTION, and
  • devoted solely to the promotion of the purposes of the SOCIETY.

The BOARD SHALL maintain bank accounts in the name of the SOCIETY.

All money received on account of the SOCIETY SHALL be banked within 10 WORKING DAYS of receipt.

All accounts paid or for payment SHALL be submitted to the BOARD for approval of payment.

The BOARD MUST ensure that there are kept at all times accounting records that—

  1. correctly record the transactions of the SOCIETY, and
  2. allow the SOCIETY to produce financial statements that comply with the requirements of the ACT, and
  3. would enable the financial statements to be readily and properly audited (if required under any legislation or the SOCIETY’s CONSTITUTION).

The BOARD MUST establish and maintain a satisfactory system of control of the SOCIETY’s accounting records.

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

Balance date

The SOCIETY’s financial year SHALL commence on 01/08 of each year and end on 31/07 (the latter date being the SOCIETY’s balance date).

Dispute resolution

Meanings of dispute and complaint

A dispute is a disagreement or conflict involving the SOCIETY and/or its MEMBERs in relation to specific allegations set out below.

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

  1. 2 or more MEMBERs
  2. 1 or more MEMBERs and the SOCIETY
  3. 1 or more MEMBERs and 1 or more OFFICERs
  4. 2 or more OFFICERs
  5. 1 or more OFFICERs and the SOCIETY
  6. 1 or more MEMBERs or OFFICERs and the SOCIETY.

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

  1. a MEMBER or an OFFICER has engaged in misconduct
  2. a MEMBER or an OFFICER has breached, or is likely to breach, a duty under the SOCIETY’s CONSTITUTION or bylaws or the ACT
  3. the SOCIETY has breached, or is likely to breach, a duty under the SOCIETY’s CONSTITUTION or bylaws or the ACT
  4. a MEMBER’s rights or interests as a MEMBER have been damaged or MEMBER’s rights or interests generally have been damaged.

A MEMBER or an OFFICER MAY make a complaint by giving to the BOARD (or a complaints WORKING GROUP) a notice in writing that—

  1. states that the MEMBER or OFFICER is starting a procedure for resolving a dispute in accordance with the SOCIETY’s CONSTITUTION; and
  2. sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
  3. sets out any other information or allegations reasonably required by the SOCIETY.

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—

  1. states that the SOCIETY is starting a procedure for resolving a dispute in accordance with the SOCIETY’s CONSTITUTION; and
  2. sets out the allegation to which the dispute relates.

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

A complaint MAY be made in any other reasonable manner permitted by the SOCIETY’s CONSTITUTION.

All MEMBERs (including the BOARD) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the SOCIETY’s activities.

The complainant raising a dispute, and the BOARD, 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.

How complaint is made

  1. A MEMBER or an OFFICER MAY make a complaint by giving to the BOARD (or a complaints WORKING GROUP) a notice in writing that—
    1. states that the MEMBER or OFFICER is starting a procedure for resolving a dispute in accordance with the SOCIETY’s CONSTITUTION; and
    2. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
    3. sets out any other information reasonably required by the SOCIETY.
  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—
    1. states that the SOCIETY is starting a procedure for resolving a dispute in accordance with the SOCIETY’s CONSTITUTION; and
    2. sets out the allegation to which the dispute relates.
  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.
  4. A complaint MAY be made in any other reasonable manner permitted by the SOCIETY’s CONSTITUTION.

Person who makes complaint has 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—
    1. the SOCIETY has a right to be heard before the complaint is resolved or any outcome is determined; and
    2. an OFFICER MAY exercise that right on behalf of the 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—
    1. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
    2. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
    3. an oral hearing (if any) is held before the decision maker; and
    4. the MEMBER’s, OFFICER’s, or SOCIETY’s written or verbal statement or submissions (if any) are considered by the decision maker.

Person who is subject of complaint has right to be heard

  1. This clause applies if a complaint involves an allegation that a MEMBER, an OFFICER, or the SOCIETY (the “respondent”)—
    1. has engaged in misconduct; or
    2. has breached, or is likely to breach, a duty under the SOCIETY’s CONSTITUTION or bylaws or this ACT; or
    3. has damaged the rights or interests of a MEMBER or the rights or interests of MEMBERs generally.
  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—
    1. the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
    2. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
    3. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
    4. an oral hearing (if any) is held before the decision maker; and
    5. the respondent’s written statement or submissions (if any) are considered by the decision maker.

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 and in accordance with the provisions of the ACT.

SOCIETY MAY decide not to proceed further with complaint

Despite the “Investigating and determining dispute” rule above, the SOCIETY MAY decide not to proceed further with a complaint if—

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

SOCIETY MAY refer complaint

  1. The SOCIETY MAY refer a complaint to—
    1. a WORKING GROUP or an external person to investigate and report; or
    2. a WORKING GROUP, 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).

Decision makers

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

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

Liquidation and removal from the register

Surplus assets

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 NEW ZEALAND SPELEOLOGICAL SOCIETY for a charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.

Alterations to the CONSTITUTION

Amending this CONSTITUTION

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.

The SOCIETY MAY amend or replace this CONSTITUTION at a GM by a resolution passed by a two-thirds majority of those MEMBERs present and voting.

That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this CONSTITUTION.

Any proposed resolution to amend or replace this CONSTITUTION SHALL be signed by at least 10 per cent of eligible MEMBERs and given in writing to the BOARD at least 10 WORKING DAYS before the GM at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.

At least 5 WORKING DAYS before the GM at which any amendment is to be considered the BOARD SHALL give to all MEMBERs notice of the proposed resolution, the reasons for the proposal, and any recommendations the BOARD has.

When an amendment is approved by a GM 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.

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

Bylaws

The BOARD 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.

2026-05-20