1. Introductory rules
1.1. Name
The name of the Association is the NZ Association of Rationalists & Humanists Incorporated (in these Rules referred to as the ‘Association’).
1.2. Definitions
In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:
1.2.1. ‘Act’ means the Incorporated Societies Act 1908 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.
1.2.2. ‘Annual General Meeting’ means a meeting of the Members of the Association held once per year which, among other things, will receive and consider reports on the Association’s activities and finances.
1.2.3. ‘Associated Person’ means a person who:
1.2.3.1. may obtain a financial benefit from any matter being dealt with by any Member (as a Council Member, or in any General Meeting, or otherwise for the Association) where that person is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of that Member
1.2.3.2. may have a financial interest in a person to whom any matter being dealt with by any Member (as a Council Member, or in any General Meeting, or otherwise for the Association) relates
1.2.3.3. is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom any matter being dealt with by any Member (as a Council Member, or in any General Meeting, or otherwise for the Association) relates
1.2.3.4. may be interested in the matter because the Association’s constitution so provides. But no such Member shall be deemed to have any such interest:
1.2.3.5. merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under this Act; or
1.2.3.6. if that Member’s interest is the same or substantially the same as the benefit or interest of all or most other members of the Association due to the membership of those members; or
1.2.3.7. if that Member’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence that Member in carrying out that Member’s responsibilities under this Act or the Association’s constitution; or
1.2.3.8. if that Member is an officer of a union and that Member’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.
1.2.4. ‘President’ means the Council Member responsible for, among other things, overseeing the governance and operations of the Association and chairing General Meetings.
1.2.5. ‘Clear Days’ means complete days, excluding the first and last named days (for instance, excluding the date a Notice of meeting is posted or sent to Members and the date of the meeting).
1.2.6. ‘Council’ means the Association’s governing body.
1.2.7. ‘Council Member’ means a member of the Council, including the President, Secretary and Treasurer.
1.2.8. ‘Vice President’ means the Council Member elected or appointed to deputise in the absence of the President.
1.2.9. ‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Association.
1.2.10. ‘Matter’ means (a) the Association’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 Association.
1.2.11. ‘Member’ means a person properly admitted to the Association who has not ceased to be a member of the Association.
1.2.12. ‘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.
1.2.13. ‘Register of Interests’ means the register of interests of Council Members kept under these Rules.
1.2.14. ‘Register of Members’ means the register of Members kept under these Rules.
1.2.15. ‘Rules’ means the rules in this document.
1.2.16. ‘Secretary’ means the Council Member responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording the minutes of General Meetings and Council meetings.
1.2.17. ‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.
1.2.18. ‘Treasurer’ means the Council Member responsible for, among other things, overseeing the finances of the Association.
1.3. Purposes
1.3.1. The Association is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely
1.3.1.1. advance education by promoting rationalism and encouraging open-minded enquiry into matters relevant to human co-existence and well-being.
1.3.1.2. benefit the community by providing services and support to non-religious people, and promoting a tolerant, responsible, and open society.
1.3.1.3. advocate a rational, humane, and secular view of life which is compatible with the scientific method, and without reference to supernatural agencies.
1.3.2. The Association will not be aligned with any political party.
1.3.3. Any income, benefit, or advantage must be used to advance the charitable purposes of the Association
1.3.4. No Member, or Associated Person, is allowed to take part in, or influence any decision made by the Association in respect of payments to, or on behalf of, the Member or Associated Person of any income, benefit, or advantage.
1.3.5. Any payments made to a Member or Associated Person 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.
1.4. Act and Regulations Nothing in this Constitution authorises the Association to do anything which contravenes or is inconsistent with the Statute, any regulations made under the Statute, or any other legislation.
1.5. Registered office
The Registered Office of the Association shall be at such place in New Zealand as the Council 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.
1.6. Power to borrow money
The Association has the power to borrow money.
1.7. Other powers
In addition to its statutory powers, the Association:
1.7.1. 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, and
1.7.2. may invest in any investment in which a trustee may lawfully invest.
2. Members
2.1. Minimum number of members
The Association shall maintain the minimum number of Members required by the Act.
2.2. Types of members
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
2.2.1. Member: A Member is an individual or body corporate admitted to membership under these Rules and who or which has not ceased to be a Member.
2.2.2. Life Member: A Life Member is a person honoured for highly valued services to the Association 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. At no time shall the number of Life Memberships of the Association exceed ten.
2.2.3. Honorary Member: An Honorary Member is a person honoured for services to the Association 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.
2.2.4. Affiliate Member: An Affiliate Member is a person who is a financial member of an organisation which has objects similar to this Association and has been granted Affiliate Organisation status by the Council. An Affiliate Member shall have all the rights and privileges of a Member, with the exception of voting rights, and shall be subject to all the same duties as a Member except those of paying subscriptions.
2.3. Becoming a member: consent
2.3.1. Every applicant for membership must consent in writing to becoming a Member.
2.4. Becoming a member: process
2.4.1. An applicant for membership must complete and sign any application form, supply any information, or attend an interview, as required by the Council.
2.4.2. The Council may accept or decline an application for membership. The Council must advise the applicant of its decision (but is not required to provide reasons for that decision).
2.5. Obligations and rights
2.5.1. Every Member shall provide the Association with that Member’s name and contact details (including postal address, telephone numbers, and any email address) and promptly advise the Association of any changes to those details.
2.5.2. Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Association.
2.6. Other obligations and rights
2.6.1. All Members (including Council Members) shall promote the interests and purposes of the Association and shall do nothing to bring the Association into disrepute.
2.6.2. A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Association’s premises, facilities, equipment and other property) if all subscriptions and any other fees have been paid to the Association by due date, but no Member or Life Member is liable for an obligation of the Association by reason only of being a Member.
2.6.3. Any Member that is a body corporate shall provide the Secretary 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.
2.6.4. The Council 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 Association, including any conditions of and fees for such access or use.
2.7. Subscriptions and fees
2.7.1. 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).
2.7.2. Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 12 calendar months 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 Association activity or to access or use the Association’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 12 months of the due date for payment of the subscription, any other fees, or levy the Council may terminate the Member’s membership (without being required to give prior notice to that Member).
2.8. Ceasing to be a member
A Member ceases to be a Member:
2.8.1. on death (or if a body corporate on liquidation or if a partnership on dissolution of the partnership), or
2.8.2. by resignation from that Member’s class of membership by notice to the Secretary, or
2.8.3. 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.
2.9. Obligations on resignation
A Member who resigns or whose membership is terminated under these Rules:
2.9.1. shall cease to hold himself or herself out as a Member of the Association,
2.9.2. shall return to the Association all material provided to Members by the Association (including any membership certificate, badges, handbooks and manuals), and
2.9.3. shall cease to be entitled to any of the rights of an Association Member.
2.10. Becoming a member again
2.10.1. 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 Council.
2.10.2. 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 Council.
3. General meetings
3.1. Annual General Meetings
An Annual General Meeting shall be held once a year on a date and at a location determined by the Council and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.
3.2. Annual General Meetings: business
3.2.1. The business of an Annual General Meeting shall be to:
3.2.1.1. confirm the minutes of previous Association Meetings,
3.2.1.2. adopt the annual report on Association business,
3.2.1.3. adopt the Treasurer’s report on the finances of the Association, and the annual financial statements,
3.2.1.4. set any subscriptions for the current financial year,
3.2.1.5. consider any general business.
3.2.2. The Council must, at each Annual General Meeting, present the following information:
3.2.2.1. an annual report on the affairs of the Association during the most recently completed accounting period,
3.2.2.2. the annual financial statements for that period, and
3.2.2.3. notice of any disclosures of conflicts of interest made by Council Members during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).
3.3. Special General Meetings
3.3.1. Special General Meetings may be called at any time by the Council by resolution. The Council must call a Special General Meeting if the Secretary receives a written request signed by at least 5 percent of Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.
3.3.2. The Rules 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 Council’s resolution or the written request by Members for the Meeting.
3.4. Procedure
3.4.1. The Council shall give all Members at least 14 Clear Days’ Notice of any General Meeting and of the business to be conducted at that General Meeting.
3.4.2. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.
3.4.3. All financial Members may attend, speak and vote at General Meetings:
3.4.3.1. in person, or
3.4.3.2. 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 Secretary before the commencement of the General Meeting, or
3.4.3.3. through the authorised representative of a body corporate as notified to the Secretary, and
3.4.3.4. No other proxy voting shall be permitted.
3.4.4. No General Meeting may be held unless at least 20 eligible financial Members attend. This will constitute a quorum.
3.4.5. If, within half an hour of the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Association. Any decisions made when a quorum is not present are not valid.
3.4.6. General Meetings may be held at one or more venues using any real-time audio, audio and visual, or electronic communication that gives each member a reasonable opportunity to participate.
3.4.7. All General Meetings shall be chaired by the President. If the President is absent, the Vice President shall chair that meeting.
3.4.8. Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote
3.4.9. Any person chairing a General Meeting may:
3.4.9.1. With the consent of members at the General Meeting adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
3.4.9.2. Direct that any person not entitled to be present at the Meeting, obstructing the business of the Meeting, behaving in a disorderly manner, being abusive, or failing to abide by the directions of the chairperson be removed from the Meeting, and
3.4.9.3. In the absence of a quorum or in the case of emergency, adjourn the Meeting or declare it closed.
3.4.10. The Council may put forward motions for the Association to vote on (‘Council Motions’), which shall be notified to Members with the notice of the General Meeting.
3.4.11. Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary at least 7 Clear Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’).
3.5. Minutes
Minutes must be kept by the Secretary of all General Meetings.
4. Council
4.1. Composition
4.1.1. The Council will consist of at least 6 and at most 9 Council Members who are:
4.1.1.1. Members; and
4.1.1.2. natural persons; and
4.1.1.3. not disqualified by these Rules or the Act.
4.1.2. The Council will include:
4.1.2.1. a President,
4.1.2.2. a Vice President,
4.1.2.3. a Secretary and a Treasurer, who may be the same person, and
4.1.2.4. up to 6 other Council Members.
4.2. Qualifications
4.2.1. Prior to election or appointment, every Council Member must consent in writing to be a Council Member and certify in writing that they are not disqualified from being appointed or holding office as a Council Member by these Rules or the Act.
4.2.2. The following persons are disqualified from being appointed or holding office as a Council Member:
4.2.2.1. a person who is under 16 years of age,
4.2.2.2. a person who is an undischarged bankrupt,
4.2.2.3. 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,
4.2.2.4. a person who is disqualified from being a member of the Council of a charitable entity under section 31(4)(b) of the Charities Act 2005,
4.2.2.5. a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
4.2.2.5.1. an offence under subpart 6 of Part 4,
4.2.2.5.2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),
4.2.2.5.3. an offence under section 143B of the Tax Administration Act 1994,
4.2.2.5.4. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs(i) to (iii),
4.2.2.5.5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere,
4.2.2.6. a person subject to:
4.2.2.6.1. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003; or
4.2.2.6.2. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009; or
4.2.2.6.3. 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.
4.2.2.7. a person who is disqualified from being a member of the Council of a charitable entity under section 16 of the Charities Act 2005.
4.2.2.8. a person who has not been a member of the Association for a period of at least six months immediately before their appointment.
4.2.2.9. a person who is not a bona fide paying member.
4.3. Election or appointment
The election of Council Members shall be conducted as follows
4.3.1. Council Members shall be elected during Annual General Meetings. However, if a vacancy in the position of any Council Member occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Council (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 Council Member by these Rules or the Act).
4.3.2. A candidate’s written nomination, accompanied by the written consent of the nominee (who must be a financial member) with a certificate that the nominee is not disqualified from being appointed or holding office as a Council Member by these Rules or the Act, shall be received by the Secretary at least 7 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.
4.3.3. 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 Council (excluding those in respect of whom the votes are tied).
4.3.4. Two Members (who are not nominees) or non-Members appointed by the President shall act as scrutineers for the counting of the votes and destruction of any voting papers.
4.3.5. The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
4.3.6. In the event of any vote being tied, the tie shall be resolved by the incoming Council (excluding those in respect of whom the votes are tied).
4.4. Term
4.4.1. The term of office for all Council Members shall be 2 years, expiring at the end of the Annual General Meeting In the year corresponding with the last year of each Council Member’s term of office.
4.4.2. No President shall serve for more than 2 consecutive terms as President. After a stand-down period of one year or more that person may be eligible for re-election as President. In the stand-down period that person may be elected as a Council Member, but not as an Officer of the Association.
4.5. Removal
4.5.1. Where a complaint is made about the actions or inaction of a Council Member (and not in the Council Member’s capacity as a Member of the Association) the following steps shall be taken:
4.5.1.1. The Council Member who is the subject of the complaint, must be advised of all details of the complaint.
4.5.1.2. The Council Member who is the subject of the complaint, must be given adequate time to prepare a response.
4.5.1.3. The complainant and the Council Member who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Council (excluding the Council Member who is the subject of the complaint) if it considers that an oral hearing is required.
4.5.1.4. Any oral hearing shall be held by the Council (excluding the Council Member who is the subject of the complaint), and/or any oral or written statement or submissions shall be considered by the Council (excluding the Council Member who is the subject of the complaint).
4.5.2. If the complaint is upheld the Council Member may be removed from the Council by a resolution of the Council or of a General Meeting, in either case passed by a simple majority of those present and voting.
4.6. Cessation of Council membership
4.6.1. A Council Member shall be deemed to have ceased to be a Council Member if that person:
4.6.1.1. ceases to be a Member.
4.6.1.2. has been absent for three successive monthly Council Meetings, unless they have been granted leave of absence.
4.6.2. Each Council 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 Association held by such former Council Member.
4.7. Functions
From the end of each Annual General Meeting until the end of the next, the Association shall be governed by the Council, which shall be accountable to the Members for the advancement of the Association’s purposes and the implementation of resolutions approved by any General Meeting.
4.8. Officers’ Mandatory duties
At all times each Council Member:
4.8.1. shall act in good faith and in what he or she believes to be the best interests of the Association,
4.8.2. must exercise all powers for a proper purpose,
4.8.3. must not act, or agree to the Association acting, in a manner that contravenes the Statute or this Constitution,
4.8.4. when exercising powers or performing duties as a Council Member, 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 Association, the nature of the decision, and the position of the Council Member and the nature of the responsibilities undertaken by him or her,
4.8.5. must not agree to the activities of the Association being carried on in a manner likely to create a substantial risk of serious loss to the Association or to the Association’s creditors, or cause or allow the activities of the Association to be carried on in a manner likely to create a substantial risk of serious loss to the Association or to the Association’s creditors, and
4.8.6. must not agree to the Association incurring an obligation unless he or she believes at that time on reasonable grounds that the Association will be able to perform the obligation when it is required to do so.
4.9. Powers
Subject to these Rules and any resolution of any General Meeting the Council may:
4.9.1. exercise all the Association’s powers, other than those required by the Act or by these Rules to be exercised by the Association in General Meeting, and
4.9.2. enter into contracts on behalf of the Association or delegate such power to a Council Member, sub-committee, employee, or other person.
4.10. Sub-Committees
The Council may appoint sub-committees consisting of such persons (whether or not Members of the Association) and for such purposes as it thinks fit. Unless otherwise resolved by the Council:
4.10.1. the quorum of every sub-committee is half the members of the sub-committee,
4.10.2. no sub-committee shall have power to co-opt additional members,
4.10.3. a sub-committee must not commit the Association to any financial expenditure without express authority, and
4.10.4. a sub-committee must not further delegate any of its powers.
4.11. Local Groups
4.11.1. Any six or more members in the same locality may, on providing the names of the members involved and nominating a Liaison Member, seek from Council recognition as a Local Group.
4.11.2. Each Local Group shall be entitled to an annual grant equal to half the total of subscriptions paid by its members in the preceding financial year.
4.11.2.1. Such grant may be expended at the discretion of the Group towards the cost of meetings or any other activities in furtherance of the Objects of the Association.
4.11.2.2. For the purposes of annual grants members may belong to only one Local Group.
4.12. General issues
4.12.1. The Council and any sub-committee may act by resolution approved in the course of 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 Council meeting.
4.12.2. Other than as prescribed by the Act or these Rules, the Council or any sub-committee may regulate its proceedings as it thinks fit.
4.12.3. Subject to the Act, these Rules and the resolutions of General Meetings, the decisions of the Council on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.
4.13. Conflicts of interest
4.13.1. A member of the Council and/or of a sub-committee is interested in a matter if the member of the Council and/or sub-committee:
4.13.1.1. may obtain a financial benefit from the matter; or
4.13.1.2. is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of a person who may obtain a financial benefit from the matter; or
4.13.1.3. may have a financial interest in a person to whom the matter relates; or
4.13.1.4. is a partner, director, member of the Council and/or sub-committee, board member, or trustee of a person who may have a financial interest in a person to whom the matter relates.
4.13.2. However, a member of the Council and/or sub-committee is not interested in a matter:
4.13.2.1. merely because the member of the Council and/or sub-committee receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or
4.13.2.2. if the member of the Council’s and/or sub-committee’s interest is the same or substantially the same as the benefit or interest of all or most other Members due to the membership of those Members; or
4.13.2.3. if the member of the Council’s and/or sub-committee’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the member of the Council in carrying out the member of the Council’s and/or sub-committee’s responsibilities under the Act or the Rules; or
4.13.2.4. if the member of the Council and/or sub-committee is a member of the Council of a union and the member of the Council’s and/or sub-committee’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.
4.13.3. A member of the Council and/or sub-committee who is interested in a matter relating to the Association must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified):
4.13.3.1. to the Council and/or sub-committee; and
4.13.3.2. in an interests register kept by the Council.
4.13.4. Disclosure must be made as soon as practicable after the member of the Council and/or sub-committee becomes aware that they are interested in the matter.
4.13.5. A member of the Council and/or sub-committee who is interested in a matter:
4.13.5.1. must not vote or take part in the decision of the Council and/or sub-committee relating to the matter; and
4.13.5.2. must not sign any document relating to the entry into a transaction or the initiation of the matter; but
4.13.5.3. may take part in any discussion of the Council and/or sub-committee relating to the matter and be present at the time of the decision of the Council and/or sub-committee (unless the Council and/or sub-committee decides otherwise).
4.13.6. However a member of the Council and/or 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.
4.13.7. Where 50 percent or more of Council Members 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 members agree otherwise, and where 50 percent or more of the members of a sub-committee are prevented from voting on a matter because they are interested in that matter, the Council shall consider and determine the matter.
5. Council meetings
5.1. Frequency
The Council 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 President, Vice President or Secretary.
5.2. Procedure
The quorum for Council meetings is at least two-thirds of the number of Council Members.
6. Records
6.1. 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.
6.2. Contents of Register of members
6.2.1. The information contained in the Register of Members shall include each Member’s:
6.2.1.1. email address (if any)
6.2.1.2. the date the Member became a Member,
6.2.1.3. whether the Member is financial or unfinancial
6.2.2. Every Member shall promptly advise the Secretary of any change of their contact details.
6.3. Register of interests
The Secretary shall at all times maintain an up-to-date register of the interests disclosed by Council Members.
7. Finances
7.1. Control and management
7.1.1. The funds and property of the Association shall be:
7.1.1.1. controlled, invested and disposed of by the Council, subject to these Rules, and
7.1.1.2. devoted solely to the promotion of the purposes of the Association.
7.1.2. The officers registered at the Association’s Banks shall be four members of the Council and shall include the President and Treasurer, but the signatures of any two shall be sufficient to withdraw money.
7.1.3. Any project that involves the Association in an estimated expenditure of over $6,000, up to $20,000, shall require the approval of two-thirds of Council members present at a meeting of the Council, or two-thirds of Council members giving approval by correspondence.
7.1.4. Any project that involves the Association in an estimated expenditure in excess of $20,000 shall require the endorsement of members attending a General Meeting of the Association.
7.2. Balance date
The Association’s financial year shall commence on 1 April of each year and end on 31 March (the latter date being the Association’s balance date).
7.3. Credit Card
7.3.1. The Council may make one signatory the holder of an Association credit card. That signatory shall be the sole signatory to that credit card.
7.3.2. Any credit card balances shall be paid in full before the interest period expires.
7.3.3. The Council must pass a prior authorisation on credit card expenditures.
7.4. Disposal of Rationalist House Rationalist House may not be sold, exchanged, or otherwise disposed of except by approval of two-thirds of members present at a General Meeting and subsequently ratified by 75% of the voting membership in a ballot conducted by the Association’s Auditors.
8. Dispute resolution
8.1. Raising disputes
8.1.1. Any grievance by a Member, and any complaint by anyone, is to be lodged by the complainant with the Secretary in writing and must provide such details as are necessary to identify the details of the grievance or complaint. All Members (including the Council) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Association’s activities.
8.1.2. The complainant raising a grievance or complaint, and the Council, must consider and discuss whether a grievance or complaint may best be resolved through informal discussions, mediation or arbitration. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
8.2. Investigating disputes
8.2.1. This rule concerns any grievances of members relating to their rights and interests as Members, and any complaints concerning the alleged conduct or discipline of members, collectively referred to as “disputes.”
8.2.2. These disputes procedures are designed to enable and facilitate the fair, prompt and efficient resolution of grievances and complaints.
8.2.3. Rather than investigate and deal with any grievance or complaint, the Council may:
8.2.3.1. appoint a sub-committee to deal with the same, or
8.2.3.2. refer the same to an external arbitrator, arbitral tribunal, or external visitor (or referee), so long as minimum standards of natural justice and the following requirements under this rule are satisfied,
8.2.4. The Council or any such sub-committee or person considering any grievance or complaint is referred to hereafter as the “decision-maker”. The decision-maker:
8.2.4.1. shall consider whether to investigate and deal with the grievance or complaint, and
8.2.4.2. may decline to do so (for instance, if the decision-maker is satisfied that the complainant has insufficient interest in the matter or otherwise lacks standing to raise it; the matter is trivial or does not appear to disclose material misconduct; the matter raised appears to be without foundation or there is no apparent evidence to support it; some damage to Members’ interests may arise; or the conduct, incident, event or issue has already been investigated and dealt with by the Association).
8.2.5. Where the decision-maker decides to investigate and deal with a grievance, the following steps shall be taken:
8.2.5.1. The complainant and the Member, or the Association which is the subject of the grievance, must be advised of all details of the grievance.
8.2.5.2. The Member, or the Association which is the subject of the grievance, must be given adequate time to prepare a response.
8.2.5.3. The complainant and the Member, or the Association which is the subject of the grievance, must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required.
8.2.5.4. Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
8.2.6. Where the decision-maker decides to investigate and deal with a complaint, the following steps shall be taken:
8.2.6.1. The complainant and the Member complained against must be advised of all allegations concerning the Member, and all details of the complaint.
8.2.6.2. The Member complained against must be given adequate time to prepare a response.
8.2.6.3. The Member complained against must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required.
8.2.6.4. Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
8.2.7. A Member may not make a decision on, or participate as a decision-maker in regards to a grievance or complaint, if two or more Council Members, or the decision-maker, consider that there are reasonable grounds to infer that the person may not approach the grievance or complaint impartially, or without a predetermined view. Such a decision must take into account the context of the Association and the particular case, and may include consideration of facts known by the other Members about the decision-maker, so long as the decision is reasonably based on evidence that proves or disproves an inference that the decision-maker might not act impartially.
8.3. Resolving disputes
The decision-maker may:
8.3.1. dismiss a grievance or complaint, or
8.3.2. uphold a grievance and make such directions as the decision-maker thinks appropriate (with which the Association and Members shall comply),
8.3.3. uphold a complaint and:
8.3.3.1. reprimand or admonish the Member, and/or
8.3.3.2. suspend the Member from membership for a specified period, or terminate the Member’s membership, and/or
8.3.3.3. order the complainant (if a Member) or the Member complained against, to meet any of the Association’s reasonable costs in dealing with a complaint.
8.4. Suspension and expulsion
8.4.1. Any member suspended or expelled shall have the right of appeal to a General Meeting of members and a majority decision of two-thirds of the members present shall be final.
8.4.2. The Council may, subject to the right of appeal before-mentioned, at its discretion revoke any Life or Honorary Membership. Such revocation shall automatically include suspension from membership of this Association.
8.5.
9. Winding up
9.1. Process
9.1.1. The Association may be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.
9.1.2. The Secretary shall give Notice to all Members of the proposed motion to wind up the Association, 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 Council in respect to such notice of motion.
9.1.3. Any resolution to wind up the Association or remove it from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.
9.2. Surplus assets
If the Association is wound up, or 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 Association’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.
10. Alterations to the Rules
10.1. Amending these Rules
10.1.1. The Association may amend or replace these Rules at a General Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
10.1.2. Any proposed motion to amend or replace these Rules shall be signed by at least 2 eligible Members and given in writing to the Secretary at least 30 Clear Days before the General Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
10.1.3. At least 14 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 Council has.
10.1.4. 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.
10.1.5. When an amendment is approved by a General Meeting it shall be provided to Charities Services within three months of the date of the amendment.
11. Other
11.1. Common seal
11.1.1. The common seal of the Association must be kept in the custody of the Secretary
11.1.2. The common seal may be affixed to any document:
11.1.2.1. by resolution of the Council, and must be countersigned by two Council Members or by one Council Member and: the Secretary
11.1.2.2. by such other means as the Council may resolve from time to time.
11.2. Contact person
11.2.1. The Association’s Contact Officer must be:
11.2.1.1. At least 18 years of age, and
11.2.1.2. A Council Member, and
11.2.1.3. At all times be resident in New Zealand, and
11.2.1.4. Not disqualified under the Statute from holding that office, and
11.2.1.5. Shall be the Secretary
11.2.2. 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 occuring, or the Association becoming aware of the change.
11.3. Bylaws
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 the Act, regulations made under the Act, or these Rules.
