Constitution of the Waikato Role-Playing Guild, Incorporated
Name
The name of the Guild is Waikato Role Playing Guild Inc (in this Constitution referred to as the ‘Guild’).
Charitable status
The Guild intends, after incorporation, to be able 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:
‘Anti-Harassment Policy’ means the published rules with the same name issued by the Guild Council.
‘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 Guild held once per year which, among other things, will receive and consider reports on the Guild’s activities and finances.
‘Code of Conduct’ means the published rules with that title issued by the Guild Council.
‘Guildmaster’ means the Officer responsible for chairing General Meetings and Guild Council meetings, and who provides leadership for the Guild.
‘Guild Council’ means the Guild’s governing body, comprised of Guildmaster, Scribe, Envoy, and Chancellor.
‘Constitution’ means the rules in this document.
‘Deputy Guildmaster’ means the Officer appointed to deputize in the absence of the Guildmaster.
‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Guild.
‘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.
‘Matter’ means—
1. the Guild’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 Guild.
‘Member’ means a person who has consented to become a Member of the Guild and has been properly admitted to the Guild who has not ceased to be a Member of the Guild.
‘Notice’ to Members includes any notice given by email, post, or courier.
‘Officer’ means a natural person who is:
· a member of the Guild Council, or
· occupying a position in the Guild that allows them to exercise significant influence over the management or administration of the Guild, 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.
‘Scribe’ means the Officer responsible for the matters specifically noted in this Constitution.
‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, 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.
Purposes
The Guild is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely:
· advancing education by promoting and developing tabletop role-playing in the Waikato region and beyond;
· benefitting the community by providing a platform for role-players, both new and old, to be involved in role-playing throughout the Waikato and beyond,
· Benefitting the community by holding a variety of events or conventions that could attract role-players, both new and old, to participate in a variety of role-playing game
Any income, benefit, or advantage must be used to advance the charitable purposes of the Guild
Act and Regulations
Nothing in this Constitution authorizes the Guild to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.
Restrictions on Guild powers
The Guild must not be carried on for the financial gain of any of its members.
The Guild’s capacity, rights, powers, and privileges are subject to the following restrictions (if any)—
· Nil
Registered office
The registered office of the Guild shall be at such place in New Zealand as the Guild Council from time to time determines.
Changes to the registered office shall be notified to the Registrar of Incorporated Societies—
· at least 5 working days before the change of address for the registered office is due to take effect, and
· in a form and as required by the Act.
Contact person
The Guild shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.
The Guild’s contact person must be:
· At least 18 years of age, and
· Ordinarily resident in New Zealand, and
· Unless otherwise determined, be a member of the Guild Council
A contact person can be appointed by the Guild Council or elected by the Members at a General Meeting.
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 Guild becoming aware of the change.
Members
Minimum number of members
The Guild 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 or body corporate admitted to membership under this Constitution and who or which has not ceased to be a Member.
· Party Member
A Party Member is an individual who has been authorized for membership for the remainder of the financial year by the Guild Council. A Party Member, despite not being paid up, has all of the rights and duties of a Member except the right to vote at a General Meeting. An individual may only be authorized as a Party Member once.
· Life Member
A Life Member is a person honoured for highly valued services to the Guild elected as a Life Member by resolution of a General Meeting passed by a two-thirds majority of those Members present and voting. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions and levies.
· Honorary Member
An Honorary Member is a person honoured for services to the Guild 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
Becoming a member: consent
Every applicant for membership must consent in writing to becoming a Member.
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 Guild Council regarding an application for membership and will become a Member on acceptance of that application by the Guild Council.
The Guild Council may accept or decline an application for membership at its sole discretion. The Guild Council must advise the applicant of its decision.
The signed written consent of every Member to become a Guild Member shall be retained in the Guild’s membership records.
Members' obligations and rights
Every Member shall provide the Guild in writing with that Member’s name and contact details (namely, physical or email address and a telephone number) and promptly advise the Guild in writing of any changes to those details.
· All Members shall promote the interests and purposes of the Guild and shall do nothing to bring the Guild into disrepute.
· All Members must always follow the Anti-Harassment Policy and the Code of Conduct towards all other members.
· A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Guild’s premises, facilities, equipment and other property, and participating in Guild activities) if all subscriptions and any other fees have been paid to the Guild by their respective due dates, but no Member or Life Member is liable for an obligation of the Guild by reason only of being a Member.
· Any Member that is a body corporate shall provide the Guild Council, in writing, with the name and contact details of the person who is the organisation’s authorised representative, and that person shall be deemed to be the organisation’s proxy for the purposes of voting at General Meetings.
· The Guild 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 Guild, and to participate in Guild activities, including any conditions of and fees for such access, use or involvement.
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 General Meeting (which can also decide that payment be made by periodic instalments).
Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 1 calendar month(s) 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 Guild activity or to access or use the Guild’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 3 calendar months of the due date for payment of the subscription, any other fees, or levy the Guild Council 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—
· by resignation from that Member’s class of membership by written notice signed by that Member to the Guild Council, 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 Guild Council where—
· In the opinion of the Guild Council the Member has brought the Guild into disrepute.
· If in the opinion of the Guild Council the Member has breached the Code of Conduct
· If in the opinion of the Guild Council the Member has breached the Anti-Harassment Policy
with effect from (as applicable)—
· the date of receipt of the Member’s notice of resignation by the Guild Council (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 Guild Council and when a Member’s membership has been terminated the Guild Council 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 Guild’s next balance date,
· shall cease to hold himself or herself out as a Member of the Guild, and
· shall return to the Guild all material provided to Members by the Guild (including any membership certificate, badges, handbooks and manuals).
· shall cease to be entitled to any of the rights of a Guild Member.
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 Guild Council.
But, if a former Member’s membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a majority resolution passed at a General Meeting on the recommendation of the Guild Council.
General meetings
Procedures for all general meetings
The Guild Council shall give all Members at least 15 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting.
That Notice will be addressed to the Member at the contact address notified to the Guild and recorded in the Guild’s register of members. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice of the General Meeting.
Only financial Members may attend, speak and vote at General Meetings—
· in person, or
· through the authorised representative of a body corporate as notified to the Guild Council, and
· no other proxy voting shall be permitted.
No General Meeting may be held unless at least 10 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 Guildmaster of the Guild, 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 General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the Guildmaster 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 General Meeting or voting by remote ballot.
Any decisions made when a quorum is not present are not valid.
Written resolutions may not be passed in lieu of a General Meeting.
· General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.
· All General Meetings shall be chaired by the Guildmaster. If the Guildmaster is absent, the meeting shall elect another member of the Guild Council to chair that meeting.
· Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
· Any person chairing a General Meeting may —
· With the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
· Direct that any person not entitled to be present at the General Meeting, or obstructing the business of the General Meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the Guildmaster be removed from the General Meeting, and
· In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.
· The Guild Council may propose motions for the Guild to vote on (‘Guild Council Motions’), which shall be notified to Members with the notice of the General Meeting.
· Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Scribe or Guild Council at least 5 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’). If notice of the motion is given to the Scribe or Guild Council before written Notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the written Notice of the General Meeting.
Minutes
The Guild must keep minutes of all General Meetings.
Annual General Meetings: when they will be held
An Annual General Meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by the Guild Council and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.
The Annual General Meeting must be held no later than the earlier of the following—
· 6 months after the balance date of the Guild
· 15 months after the previous annual meeting.
Annual General Meetings: business
The business of an Annual General Meeting shall be to—
· confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
· adopt the annual report on the operations and affairs of the Guild,
· adopt the Guild Council’s report on the finances of the Guild, 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 Meeting, and
· consider any general business.
The Guild Council must, at each Annual General Meeting, present the following information—
· an annual report on the operation and affairs of the Guild 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 Meetings
Special General Meetings may be called at any time by the Guild Council by resolution.
The Guild Council must call a Special General Meeting if it receives a written request signed by at least 10 percent of Members.
Any resolution or written request must state the business that the Special General Meeting is to deal with.
The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Guild Council’s resolution or the written request by Members for the Meeting.
Guild Council
Guild Council composition
The Guild Council will consist of 4 Officers, the Guildmaster, the Scribe, the Envoy, and the Chancellor.
All of the Officers on the Guild Council must be either:
· Members of the Guild, or
· representatives of bodies corporate that are Members of the Guild.
Functions of the Guild Council
From the end of each Annual General Meeting until the end of the next, the Guild shall be managed by, or under the direction or supervision of, the Guild Council, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
Powers of the Guild Council
The Guild Council has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the Guild, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
Subcommittees
The Guild Council may appoint subcommittees consisting of such persons (whether or not Members of the Guild) and for such purposes as it thinks fit. Unless otherwise resolved by the Guild Council—
· the quorum of every subcommittee is half the members of the subcommittee but not less than 2,
· no subcommittee shall have power to co-opt additional members,
· a subcommittee must not commit the Guild to any financial expenditure without express authority from the Guild Council, and
· a subcommittee must not further delegate any of its powers.
General matters: Guild Councils
The Guild Council and any subcommittee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Guild Council or subcommittee meeting.
Other than as prescribed by the Act or this Constitution, the Guild Council or any subcommittee l may regulate its proceedings as it thinks fit.
Guild Council meetings
Procedure
The quorum for Guild Council meetings is at least two-thirds of the number of members of the Guild Council.
A meeting of the Guild Council may be held either—
1. by a number of the members of the Guild Council 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 Guild Council participating and constituting a quorum can simultaneously hear each other throughout the meeting.
A resolution of the Guild Council is passed at any meeting of the Guild Council if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Guild Council shall have one vote.
The members of the Guild Council shall elect one of their number as Guildmaster of the Guild Council. If at a meeting of the Guild Council, the Guildmaster is not present, the members of the Guild Council present may choose one of their number to be Guildmaster of the meeting. The Guildmaster does have a casting on any resolution of the Guild Council.
Except as otherwise provided in this Constitution, the Guild Council may regulate its own procedure.
Frequency
The Guild Council 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 Guildmaster or Scribe.
The Scribe, or other Guild Council member nominated by the Guild Council, shall give to all Guild Council members not less than 5 Working Days’ notice of Guild Council meetings, but in cases of urgency a shorter period of notice shall suffice.
Officers
Qualifications of officers
Every Officer must be a natural person who —
· has consented in writing to be an officer of the Guild, and
· certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Guild.
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 Guild, 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 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, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii)
5. 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 paragraph (f) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.
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 may be an Officer and each certificate shall be retained in the Guild’s records.
Officers' 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 Guild,
2. must exercise all powers for a proper purpose,
3. must not act, or agree to the Guild 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 Guild,
· the nature of the decision, and
· the position of the Officer and the nature of the responsibilities undertaken by him or her
5. must not agree to the activities of the Guild being carried on in a manner likely to create a substantial risk of serious loss to the Guild or to the Guild’s creditors, or cause or allow the activities of the Guild to be carried on in a manner likely to create a substantial risk of serious loss to the Guild or to the Guild’s creditors, and
6. must not agree to the Guild incurring an obligation unless he or she believes at that time on reasonable grounds that the Guild will be able to perform the obligation when it is required to do so.
The Duties of the Guildmaster are as follows:
Ensuring this Constitution is followed.
Convening meetings of the Guild Council and establishing whether or not a quorum is present.
Chairing meetings of the Council, deciding who may speak and when.
Overseeing the operation of the Guild.
Providing a report on the operations of the Guild at each Annual General Meeting.
The Duties of Scribe are as follows:
Recording the minutes of meetings of the Guild Council and of General Meetings.
Keeping the Register of Members and ensuring that the details contained therein are up-to-date.
Holding the Guild's records, documents, and books except those required for the Chancellor's functions.
Receiving and replying to correspondence as required by the Guild Council.
Forwarding the annual financial statement for the Guild to the Registrar of Incorporated Societies.
Advising the Registrar of Incorporated Societies of any changes to this Constitution.
The Duties of Chancellor are as follows:
Keeping proper accounting records of the Guild’s financial transactions to allow the Guild’s financial position to be readily ascertained
Preparing annual financial statements for presentation at each Annual General Meeting.
Providing a financial report at each Annual General Meeting.
Providing financial information to the Guild Council as the Guild Council determines.
The Duties of Envoy are as follows:
1. Maintaining the Guild's presence on social media platforms
2. Providing access to the Guild's social media accounts for Guild Members as required to complete their duties
3. Overseeing moderation of the Guild's social media accounts
Election or appointment of officers
The election of Officers shall be conducted as follows:
1. Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Guild 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 Officer (as described in the ‘Qualification of Officers’ rule above). Any such appointment must be ratified at the next Annual General Meeting.
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 Guild at least 7 Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.
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 Guild Council (excluding those in respect of whom the votes are tied).
4. Two Members (who are not nominees) or non-Members appointed by the person chairing the meeting 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 Guild Council may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Guild Council any person so appointed shall have full speaking and voting rights as an Officer of the Guild. 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 Guild Council shall be 1 year(s), expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.
Removal of officers
An Officer shall be removed as an Officer by resolution of the Guild Council or the Guild where in the opinion of the Guild Council or the Guild —
· The Officer elected to the Guild Council has been absent from 3 Guild Council meetings without leave of absence from the Guild Council.
· The Officer has brought the Guild into disrepute.
· The Officer has failed to disclose a conflict of interest.
· The Guild Council passes a vote of no confidence with a two thirds majority in the Officer.
with effect from (as applicable) the date specified in a resolution of the Guild Council or Guild.
Ceasing to hold office
An Officer ceases to hold office when they resign (by notice in writing to the Guild Council), 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 Guild Council all books, papers and other property of the Guild held by such former Officer.
Conflicts of interest
An Officer or member of a subcommittee who is an Interested Member in respect of any Matter being considered by the Guild, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
1. to the Guild Council and or subcommittee, and
2. in an Interests Register kept by the Guild Council.
Disclosure must be made as soon as practicable after the Officer or member of a subcommittee becomes aware that they are interested in the Matter.
An Officer or member of a subcommittee who is an Interested Member regarding a Matter—
1. must not vote or take part in the decision of the Guild Council and/or subcommittee relating to the Matter unless all members of the Guild Council 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 Guild Council who are not interested in the Matter consent; but
3. may take part in any discussion of the Guild Council and/or subcommittee relating to the Matter and be present at the time of the decision of the Guild Council and/or subcommittee (unless the Guild Council and/or subcommittee decides otherwise).
However, an Officer or member of a subcommittee 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.
Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested Officers agree otherwise.
Where 50 per cent or more of the members of a subcommittee are prevented from voting on a Matter because they are interested in that Matter, the Guild Council shall consider and determine the Matter.
Records
Register of Members
The Guild 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.
The register will also include each Member's —
· email address (if any)
Every current Member shall promptly advise the Guild of any change of the Member’s contact details.
The Guild shall also keep a record of the former Members of the Guild. For each Member who ceased to be a Member within the previous 7 years, the Guild will record:
· The former Member's name, and
· The date the former Member ceased to be a Member.
Interests Register
The Guild Council shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any subcommittee.
Access to information for members
A Member may at any time make a written request to the Guild for information held by the Guild.
The request must specify the information sought in sufficient detail to enable the information to be identified.
The Guild 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 Guild (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 Guild may refuse to provide the information, the Guild 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 Guild 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 Guild, or
4. the information is not relevant to the operation or affairs of the Guild, 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 Guild 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 Guild 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 Guild —
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 Guild shall be—
· controlled, invested and disposed of by the Guild Council, subject to this Constitution, and
· devoted solely to the promotion of the purposes of the Guild.
The Guild Council shall maintain bank accounts in the name of the Guild.
All money received on account of the Guild shall be banked within 10 Working Days of receipt.
All accounts paid or for payment shall be submitted to the Guild Council for approval of payment.
The Guild Council must ensure that there are kept at all times accounting records that—
1. correctly record the transactions of the Guild, and
2. allow the Guild 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 Guild's Constitution).
The Guild Council must establish and maintain a satisfactory system of control of the Guild'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 Guild.
Balance date
The Guild's financial year shall commence on 01/01 of each year and end on 31/12 (the latter date being the Guild’s balance date).
Dispute resolution
MEANINGS OF DISPUTE AND COMPLAINT
A dispute is a disagreement or conflict involving the Guild 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 Guild
3. 1 or more Members and 1 or more Officers
4. 2 or more Officers
5. 1 or more Officers and the Guild
6. 1 or more Members or Officers and the Guild.
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 Guild's Constitution or bylaws or the Act
3. the Guild has breached, or is likely to breach, a duty under the Guild'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 Guild Council (or a complaints subcommittee) a notice in writing that—
1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Guild'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 Guild.
The Guild 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 Guild is starting a procedure for resolving a dispute in accordance with the Guild'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 Guild's Constitution.
All Members (including the Guild Council) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Guild's activities.
The complainant raising a dispute, and the Guild Council, 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 Guild Council (or a complaints subGuild Council) a notice in writing that—
1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Guild’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 Guild.
2. The Guild 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 Guild is starting a procedure for resolving a dispute in accordance with the Guild’s Constitution; and
2. sets out the allegation to which the dispute relates.
3. The information given under subclause (1.2) or (2.2) 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 Guild’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 Guild makes a complaint—
1. the Guild 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 Guild.
3. Without limiting the manner in which the Member, Officer, or Guild 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 Guild’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 Guild (the ‘respondent’)—
1. has engaged in misconduct; or
2. has breached, or is likely to breach, a duty under the Guild’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 Guild, an Officer may exercise the right on behalf of the Guild.
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 Guild 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.
Guild may decide not to proceed further with complaint
Despite the ‘Investigating and determining dispute’ rule above, the Guild 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 Guild has materially breached, or is likely to materially breach, a duty under the Guild’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.
Guild may refer complaint
1. The Guild may refer a complaint to—
1. a subcommittee or an external person to investigate and report; or
2. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
2. The Guild 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 Guild Council or a complaints subcommittee 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
RESOLVING TO PUT GUILD INTO LIQUIDATION
The Guild may be liquidated in accordance with the provisions of Part 5 of the Act.
The Guild Council shall give 20 Working Days written Notice to all Members of the proposed resolution to put the Guild into liquidation.
The Guild Council shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to put the Guild into liquidation must be passed by a two-thirds majority of all Members present and voting.
Resolving to apply for removal from the register
The Guild may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
The Guild Council shall give 20 Working Days written Notice to all Members of the proposed resolution to remove the Guild from the Register of Incorporated Societies.
The Guild Council shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to remove the Guild from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.
Surplus assets
If the Guild 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 Guild’s debts and liabilities, that property must be given or transferred to another organisation for a similar charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.
Alterations to the constitutionAmending 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 Guild may amend or replace this Constitution at a General Meeting by a resolution passed by a simple 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 5 per cent of eligible Members and given in writing to the Guild Council at least 7 Working Days before the General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.
At least 5 Working Days before the General Meeting at which any amendment is to be considered the Guild Council shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Guild Council has.
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.
If the Guild 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
COMMON SEAL
The Guild will have a common seal that must be kept in the custody of—
an Officer
The common seal may be affixed to any document:
1. by resolution of the Guild Council, and must be countersigned by 2 Officers or
2. by such other means as the Guild Council may resolve from time to time.
Bylaws
The Guild Council from time to time may make and/or amend:
a) Bylaws, or
b) the Anti-Harassment Policy, or
c) the Code of Conduct, or
d) Policies for the conduct and control of Guild 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 relevant legislation.