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Club Constitution

CONSTITUTION of CANTERBURY PATCHWORK AND QUILTING GUILD INCORPORATED

 

7 December 2024

 

Section 1. Name

 

The name of the Incorporated Society is Canterbury Patchwork and Quilting Guild Incorporated. (In this constitution referred to as the “Guild.”)

 

Section 2. Charitable status

 

The Guild is not, and does not, intend to be registered as a charitable entity under the Charities Act 2005.

 

Section 3. Definitions

 

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

 

Act

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

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.

Chairperson

means the officer responsible for chairing general meetings and committee meetings.

Committee

means the Guild’s governing body.

Constitution

means the rules in this document.

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.

  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.

Natural person

In legal terms, a natural person refers to an individual human being, as opposed to a legal ‘person’ which might be an organisation, corporation or government entity.

Notice to members

refers to any notification given by email, post or courier to members.

Officer

means a natural person who:

  1. Is a member of the committee, or:

  2. Is not a member of the committee but has a position in the Guild that allows them to exercise significant influence over its management or administration.

President

means the officer usually responsible for chairing general meetings and committee meetings and who provides leadership for the Guild.

Register of members

means the register of members kept under this constitution as required by section 79 of the Act.

Secretary

means the officer responsible for the matters specifically noted in this constitution.

Special general meeting

means a meeting of the members, other than an annual general meeting, called for a specific purpose or purposes.

Working days

are as defined in the Legislation Act 2019. Examples of days that are not working days include, but are not limited to, the following: Saturdays, Sundays, Christmas Day, Boxing Day, New Year’s Day, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s Birthday, Matariki Observance Day, Canterbury Anniversary Day and Labour Day.

 

 

Section 4. Purpose

 

  1. The primary purpose of the Guild:

Is to promote patchwork and quilting skills and ideas to people of all ages and cultural backgrounds through education, exhibitions and meetings in a supportive environment.

 

  1. The Guild must not operate for the purpose of, or with the effect of:

  1. Distributing any gain, profit, surplus, dividend, or other similar financial benefit to any of its members, whether in money or in kind

  2. Having capital that is divided into shares or stock held by its members.

  3. Holding property in which its members have a disposable interest: whether directly, or in the form of shares or stock in the capital of the Guild or otherwise.

 

  1. But the Guild will not operate for the financial gain of members simply if the Guild:

  1. Engages in trade.

  2. Pays a member for matters that are incidental to the purposes of the Guild, and the member is a not-for-profit entity.

 

 

  1. Distributes funds to a member to further the purposes of the Guild, and the member:

  1. Is a not-for-profit entity; and

  2. Is affiliated or closely related to the Guild; and

  3. Has the same, or substantially the same, purposes as those of the Guild.

  1. Reimburses a member for reasonable expenses legitimately incurred on behalf of the Guild or while pursuing the Guild’s purposes.

  2. Provides benefits to members of the public or of a class of the public and those persons include members or their families.

  3. Provides benefits to members or their families to alleviate hardship.

  4. Provides educational scholarships or grants to members or their families.

  5. Pays a member a salary or wages or other payments for services to the Guild on arm’s length terms. (Terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or terms less favourable to the member than those terms; and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the Guild)

  6. Provides a member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Guild.

  7. Distributes surplus assets, on removal of the Guild from the Register of Incorporated Societies under subpart 5 of Part 5 of the Act, to a member who is a not-for-profit entity.

 

  1. Restrictions on Guild powers

The Guild must not be used for the financial gain of any of its members.

The Guild does not have the power to borrow money.

 

  1. Restrictions on Guild Activities

  1. Guild activities may not be used for the purpose of selling goods for private financial gain, except with the prior consent of the committee. Such consent may be provided for invited merchants to engage in sales at Guild exhibitions.

  2. Members may engage with one another privately on a one-to-one basis for the purpose of private buying and selling and may advertise items for sale in Guild newsletters.

 

 

Section 5. Act and regulations

 

Nothing in this constitution authorises the Guild to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

 

 

Section 6. Contact person(s)

 

  1. The Guild will have at least one but no more than three contact person(s) whom the Registrar of Incorporated Societies can contact when needed. The Guild’s contact person(s) must be at least 18 years of age, and ordinarily resident in New Zealand.

  2. A contact person can be appointed by the committee or elected by the members at a general meeting.

  3. 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.

  4. Any change in that contact person or that person’s name or contact details must be advised to the Registrar of Incorporated Societies within 20 working days of that change occurring, or the Guild becoming aware of the change.

 

 

Section 7. Members

 

7.1 Minimum number of members

 

The Guild must maintain at least 10 members, being the minimum number of members required by the Act.

 

7.2 Types of members

 

The classes of membership and the method by which members are admitted to different classes of membership are as follows:

 

  1. Member

A member is an individual admitted to membership under this constitution and who has not ceased to be a member.

 

  1. Life member

Life membership status may be conferred by the committee for exceptional services to the Guild. Life members are exempt from membership fees and are encouraged to contribute in a positive way to the ongoing activities of the Guild. A life member retains all the rights and privileges of a financial member and will be subject to all the same duties as a member except those of paying the annual subscription.

 

7.3 Becoming a member

 

  1. Every applicant for membership must consent in writing to becoming a member.

  2. An applicant for membership must complete and sign any application form, and supply any information, as may be reasonably required by the committee regarding an application for membership and will become a member on acceptance of that application by the Committee.

  3. The committee may accept or decline an application for membership at its sole discretion.

  4. The committee must advise the applicant of its decision.

  5. The signed written consent of every member to become a Guild member must be retained in the Guild’s membership records.

 

 

7.4 Members' obligations and rights

 

  1. All members must promote the interests and purposes of the Guild and must not act in a way that brings the Guild into disrepute.

  2. Every member is required to 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.

  3. Members are obliged to update their details when they renew their annual membership, including their consent to have their name and phone contact included in a membership list published to members. Members may choose not to have their name included in the published list without forfeiting any other obligations and rights of membership.

  4. 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 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.

  5. The committee may decide what access or use members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Guild, and to participate in Guild activities, including any conditions of and fees for such access, use or involvement.

7.5 Subscriptions and fees

 

  1. The annual subscription for membership for the following financial year will be set by resolution at a general meeting. The financial year of the Guild commences on 1st January and ends on 31st December in each year. Fees are due on 1st January of any given year.

 

  1. Any member failing to pay the annual subscription, within three calendar months of the date the same was due for payment will be considered as unfinancial and will (without being released from the obligation of payment) no longer have membership rights and will 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 six calendar months of the due date for payment of the subscription, the committee may terminate the member’s membership, without being required to give prior notice to that member.

 

 

7.6 Cessation of membership

 

7.6.1 A member will cease to be a member in any of the following circumstances:

  1. By resignation from that member’s class of membership by written notice signed by that member to the committee.

  2. On termination of a member’s membership following a dispute resolution process under this constitution.

  3. On death.

  4. By resolution of the committee where the member has failed to pay the required subscription due to the Guild within three calendar months of the due date for payment.

  5. When, in the opinion of the committee, the member has brought the Guild into disrepute.

 

with effect from (as applicable):

  1. The date of receipt of the member’s notice of resignation by the committee (or any subsequent date stated in the notice of resignation).

  2. The date of termination of the member’s membership under this constitution.

  3. The date of death of the member.

  4. The date specified in a resolution of the committee and when a member’s membership has been terminated the committee must promptly notify the former member in writing.

 

 

7.6.2 Obligations once membership has ceased

 

  1. A member who has ceased to be a member under this constitution:

  1. Remains liable to pay all fees owed to the Guild.

  2. Must cease to claim membership of the Guild.

  3. Must return to the Guild all material provided to members owned by the Guild, including any items belonging to the Guild Library.

  4. Ceases to be entitled to any of the rights of a Guild member.

 

  1. Becoming a member again

  1. Any former member may apply for re-admission in the manner prescribed for new applicants.

  2. If a former member’s membership was terminated following a disciplinary or dispute process, the applicant may be re-admitted only by a resolution passed by the committee.

 

 

Section 8. General meetings

 

8.1 Annual general meeting

 

  1. The annual general meeting is held in the month of April every year at a date, time and place to be fixed by the committee. The constitution relating to the procedure to be followed at general meetings applies.

  2. The Annual General Meeting must be held no later than the earlier of the following—

  1. 6 months after the balance date of the Society

  2. 15 months after the previous annual meeting.

 

  1. The business of an annual general meeting is to:

  1. Confirm the minutes of the last annual general meeting and any special general meeting(s) held since the last annual general meeting.

  2. Present the president’s annual report on the operations and affairs of the Guild.

  3. Present the treasurer’s report on the finances of the Guild, and the audited annual financial statements.

  4. Consider a motion to adopt the reports of the president and treasurer.

  5. Elect a president, secretary, treasurer and up to nine other committee members to serve for the following year.

  6. Appoint an auditor for the following year.

  7. Set any subscriptions for the following financial year.

  8. Consider any motions of which prior notice has been given to members with notice of the meeting.

  9. Consider any general business.

  10. Present information regarding any disclosures of conflicts of interest made by officers during that period.

 

 

8.2 Special general meetings

 

  1. Special general meetings may be called at any time by the committee by resolution. The committee must call a special general meeting if it receives a written request signed by at least 25 per cent of members.

  2. Any resolution or written request must state the business that the special general meeting is to deal with.

  3. The rules in this constitution relating to the procedure to be followed at general meetings applies to a special general meeting, and a special general meeting must only consider and deal with the business specified in the committee’s resolution or the written request by members for the meeting.

 

 

8.3 Procedures for all general meetings

 

8.3.1 Summoning

  1. The committee must give all members at least 14 days written notice of any general meeting and of the business to be conducted at that general meeting.

  2. The notice will be addressed to each 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 notice of the general meeting.

 

8.3.2 Attendance by members

  1. Only financial members may, speak and vote at general meetings.

  2. If a member wishes to vote at a general meeting but is unable to attend, they may vote via a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the committee before the commencement of the general meeting.

 

8.3.3 Venue

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.

 

8.3.4 Quorum

  1. No General Meeting may be held unless at least 25 percent of eligible financial members attend throughout the meeting and this will constitute a quorum.

  2. 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 will be adjourned to a day, time and place determined by the chairperson.

  3. If a quorum is not met at the later meeting, then for the purposes only of that later meeting, a quorum is 10 per cent of the membership.

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

 

8.3.5 Chairing of meetings

All general meetings will be chaired by the president. If the president is absent, the committee will elect another member to act as chairperson for that meeting.

 

8.3.6 Powers of the chair

Any person chairing a general meeting may:

  1. 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 may be transacted at any adjourned general meeting other than the business left unfinished at the meeting from which the adjournment took place.

  2. Direct that any person not entitled to be present at the general meeting, or obstructing the business of the general meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the general meeting.

  3. In the absence of a quorum or in the case of emergency, adjourn the general meeting or declare it closed.

 

8.3.7 Voting on motions

  1. A member is entitled to exercise one vote on any motion at a general meeting in person or by proxy.

  2. Voting at a general meeting will be by voices or by show of hands or, on demand of the chairperson or of two or more members present, by secret ballot.

  3. Unless otherwise required by this constitution, all motions will be decided by a simple majority of those in attendance in person or by proxy.

  4. Any decisions made when a quorum is not met are not valid.

 

8.3.8 Written resolutions

  1. The Guild may pass a written resolution in lieu of a general meeting.

  2. A written resolution is as valid for the purposes of the Act and this constitution as if it had been passed at a general meeting, if it is approved by no less than 75 percent of the members who are entitled to vote on the resolution.

  3. A written resolution may consist of one or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of one or more members.

  4. A member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the constitution (for example, by electronic means).

8.3.9 Motions

  1. The committee may propose motions for the Guild to vote on (‘committee motions’), which must be notified to members with the notice of the general meeting.

  2. Members of the Guild may bring issues before an annual general meeting, or special meeting, by forwarding a written notice of motion to the secretary 28 days prior to the meeting.

  3. The member may also provide information in support of the motion (‘member’s information’).

  4. If notice of the motion is given to the secretary or committee before written notice of the general meeting is given to members, notice of the motion must be provided to members with the written notice of the general meeting.

 

8.3.10 Minutes

The Guild must keep minutes of all general meetings.

 

 

Section 9. Committee

 

9.1 Committee composition

 

The committee must consist of a president, a secretary, a treasurer and a maximum of nine other officers. Officers must be financial members of the Guild, or life members.

 

9.2 Functions of the committee

 

From the end of each annual general meeting until the end of the next, the Guild must be managed by, or under the direction or supervision of, the committee, in accordance with the Incorporated Societies Act 2022, any regulations made under that Act, and this constitution.

 

 

9.3 Powers of the committee

 

The committee has all the powers necessary for managing, directing and supervising the operations and affairs of the Guild, subject to such modifications, exceptions, or limitations as are contained in the Act or in this constitution.
 

 

9.4 Sub-committees

 

The committee may appoint sub-committees consisting of such persons and for such purposes as it thinks fit. Inclusion of persons who are not financial members of the Guild must be approved by the committee.

 

Unless otherwise resolved by the committee:

  1. A quorum for every sub-committee is half the number of members of the sub-committee but not less than two.

  2. A subcommittee may co-opt additional financial members of the Guild provided this is approved by the committee.

  3. A sub-committee must not commit the Guild to any financial expenditure without express authority from the committee.

  4. A sub-committee must not further delegate any of its powers.

 

 

 

9.5 General matters: committees

 

  1. The committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution must be recorded in the minutes of the next committee or sub-committee meeting.

 

  1. Other than as prescribed by the Act or this constitution, the committee or any sub-committee may regulate its proceedings as it thinks fit.

 

 

9.6 Committee meetings

 

9.6.1 Quorum

A quorum for any committee meeting is greater than 50 per cent of the committee membership.

 

9.6.2 Types of meetings

A meeting of the committee may be held:

  1. By a number of the members of the committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting.

  2. By means of audio, or audio and visual, communication by which all members of the committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.

 

9.6.3 Meeting frequency

The committee will 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. Additional meetings may also occur as convened by the president or secretary.

 

9.6.4 Summoning

The secretary, or other committee member nominated by the committee, must give all committee members not less than five days notice of committee meetings. In cases of urgency a shorter period of notice will suffice.

 

9.6.5 Chairing of committee meetings

Meetings will be chaired by the president of the Guild. If at a meeting of the committee, the president is not present, the members of the committee present may choose one of their number to chair the meeting.

 

9.6.6 Resolutions

  1. A resolution of the committee is passed at any meeting of the committee if a majority of the votes cast on it are in favour of the resolution.

  2. Every officer on the committee has one vote.

  3. The chairperson has a casting vote in the event of a tied vote on any resolution of the committee.

  4. Except as otherwise provided in this constitution, the committee may regulate its own procedure.

 

 

 

9.7 Officers

 

9.7.1 Qualifications of officers

  1. Every officer must be a natural person who:

  1. Has consented in writing to be an officer of the Guild.

  2. Certifies that they are not disqualified from being elected or appointed or otherwise holding office as an officer of the Guild.

 

  1. Section 47(3) of the Act outlines individuals who are disqualified from being appointed as an officer of the Guild. The Act states that officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Society. Reasons for disqualification under the Act are:

  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 seven 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) above.

    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.

    2. An order under section 108 of the Credit Contracts and Consumer Finance Act 2003.

    3. A forfeiture order under the Criminal Proceeds (Recovery) Act 2009.

    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) above, 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.

 

  1. Prior to election or appointment as an officer a person must complete a document in which they:

  1. Consent in writing to be an officer.

  2. Certify in writing that they are not disqualified from being elected or appointed as an officer either by this constitution or the Act.

These documents will be retained in the Guild’s records.

 

 

9.7.2 Duties of officers

At all times each officer:

  1. Must act in good faith and in the best interests of the Guild.

  2. Must exercise powers for proper purposes only.

  3. Must not act, or agree to the Guild acting, in a manner that contravenes the Act or this constitution.

  4. 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:

  1. The nature of the Guild.

  2. The nature of the decision.

  3. The position of the officer and the nature of the responsibilities undertaken by the officer.

  1. Must not agree to the activities of the Guild being undertaken 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 undertaken in a manner likely to create a substantial risk of serious loss to the Guild or to the Guild’s creditors.

  2. Must not agree to the Guild incurring an obligation unless they believe at that time on reasonable grounds that the Guild will be able to perform the obligation when it is required to do so.

 

9.7.3 Election or appointment of officers

 

  1. Elections

Officers will be elected at annual general meetings to serve for a one year term.

 

  1. Nominations

All nominations for the committee must be in writing and in the hands of the secretary at least seven days before the annual general meeting. Nominations must have a proposer and seconder (each of whom must be a member of the Guild) and the signature of the nominee. The nominee must provide a certificate that the nominee is not disqualified from being appointed as an officer, as described in the ‘qualification of officers’ rule above. No nominations will be taken from the floor.

 

  1. Voting

  1. In the event that the number of nominations is equal to the number of officer positions to be filled, voting will be by voices or by show of hands.

  2. Where more nominations are received than officer positions to be filled, voting will be conducted by means of a secret ballot. In the event of a tied result, members will be asked to recast their votes until a majority decision is reached.

  3. Two members (who are not nominees) appointed by the chairperson will act as scrutineers for the counting of the votes and destruction of any voting papers.

 

  1. Other notes about appointment of officers

  1. The failure for any reason of any financial member to receive such notice of the general meeting does not invalidate the election.

  2. In addition to officers elected under the foregoing provisions of this rule, the committee may appoint other officers for a specific purpose, or for a limited period, or generally until the next annual general meeting. Unless otherwise specified by the committee any person so appointed has 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.

 

9.7.4 Term of office

No member may serve on the committee for a period longer than four consecutive years.  No member may serve as president for a period longer than two consecutive years. There is a stand-down period of at least one year for all officers of the Guild before they are eligible for re-election.

 

 

 

9.7.5 Removal of officers

An officer can be removed as an officer by resolution of the committee or the Guild where in the opinion of the committee or the Guild:

  1. The officer elected to the committee has been absent from three committee meetings or four Guild meetings without leave of absence from the committee.

  2. The officer has brought the Guild into disrepute.

  3. The officer has failed to disclose a conflict of interest.

  4. The committee passes a vote of no confidence in the officer.

With effect from the date specified in a resolution of the committee or Guild.

 

9.7.6 Ceasing to hold office

  1. An officer ceases to hold office when they resign, by notice in writing to the committee, are removed, die, or otherwise vacate office.

  2. Each officer must, within 10 working days of submitting a resignation or ceasing to hold office, deliver to the committee all books, papers and other property of the Guild held by such former officer.

 

9.7.7 Conflicts of interest for officers

 

  1. An officer or member of a sub-committee who has an interest in respect of any matter being considered by the Guild, must disclose details of the nature and extent of the interest to the committee and or sub-committee. This will include any monetary value of the interest if it can be quantified. The interest will be recorded in an interests register kept by the committee.

 

  1. Disclosure must be made as soon as practicable after the officer or member of a sub-committee becomes aware that they have an interest in a matter.

 

  1. An officer or member of a sub-committee who is an interested member regarding a matter:

  1. Must not vote or take part in the decision of the committee and/or sub-committee relating to the matter unless all members of the committee who are not interested in the matter consent.

  2. Must not sign any document relating to the entry into a transaction or the initiation of the matter unless all members of the committee who are not interested in the matter consent.

  3. May take part in any discussion of the committee and/or sub-committee relating to the matter and be present at the time of the decision of the committee and/or sub-committee, unless the committee and/or sub-committee decides otherwise.

 

  1. An officer or member of a sub-committee who is prevented from voting on a matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered.

 

  1. 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.

 

  1. Where 50 per cent or more of the members of a sub-committee are prevented from voting on a matter because they are interested in that matter, the committee will consider and determine the matter.

 

 

 

 

Section 10. Records

 

10.1 Register of members

 

  1. The Guild must keep an up-to-date register of members. For each current member, the information contained in the register of members must include:

  1. Their name.

  2. The date on which they became a member.

  3. Their contact details, including (as applicable) a physical address, an electronic address and a telephone number.

  4. Whether the member is financial or unfinancial.

 

  1. Every current member must promptly advise the Guild of any change to their contact details.

 

  1. The Guild must also keep a record of the former members of the Guild. For each member who ceased to be a member within the previous seven years, the Guild will record:

  1. The former member's name

  2. The date the former member ceased to be a member.

 

 

10.2 Interests register

 

The committee must maintain an up-to-date register of the interests disclosed by officers and by members of any sub-committee.

 

 

10.3 Access to information for members

 

  1. 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.

 

  1. 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.

 

  1. 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.

  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.

  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.

  4. The information is not relevant to the operation or affairs of the Guild.

  5. Withholding the information is necessary to maintain legal professional privilege.

  6. The disclosure of the information would, or would be likely to, breach an enactment.

  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.

  8. The request for the information is frivolous or vexatious.

  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.

 

  1. The member may withdraw the request

 

  1. If the Guild requires the member to pay a charge for the information and the member has not agreed to pay the charge within 10 working days after receiving notification of the charge, then the request will be treated as having been withdrawn.

 

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

 

 

Section 11. Finances

 

11.1 Control and management

 

  1. The funds and property of the Guild are:

  1. Controlled, invested and disposed of by the committee, subject to this constitution.

  2. Devoted solely to the promotion of the purposes of the Guild.

 

  1. The committee must maintain bank accounts in the name of the Guild.

 

  1. All money received on account of the Guild must be banked within 14 days of receipt.

 

  1. All accounts paid or for payment must be submitted to the committee for approval of payment. All outgoing payments must be authorised by the treasurer and any other member of the committee who is appointed for the purpose of that responsibility.

 

  1. The committee must ensure that accounting records are maintained that:

  1. Correctly record the transactions of the Guild.

  2. Allow the Guild to produce financial statements that comply with the requirements of the Act.

  3. Would enable the financial statements to be readily and properly audited.

 

  1. The committee must establish and maintain a satisfactory system of control of the Guild's accounting records.

 

  1. The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. The accounting records must be kept for the current accounting period and for the last seven completed accounting periods of the Guild.

 

11.2 Balance date

 

The Guild's financial year commences on 1 January of each year and ends on 31 December, the latter date being the Guild’s balance date.

 

 

Section 12. Dispute resolution

 

12.1 Meanings of dispute and complaint

 

  1. 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. Two or more members

  2. One or more members and the Guild

  3. One or more members and one or more officers

  4. Two or more officers

  5. One or more officers and the Guild

  6. One or more members or officers and the Guild

 

  1. 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.

 

 

12.2 How a complaint is made

 

  1. A member or an officer may make a complaint by giving to the committee (or a complaints subcommittee) a notice in writing that:

  1. States that the member or officer is starting a procedure for resolving a dispute in accordance with the Guild's constitution.

  2. Sets out the allegation(s) to which the dispute relates and against whom the allegation(s) is (or are) made.

  3. Sets out any other information or allegations reasonably required by the Guild.

 

  1. 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.

  2. Sets out the allegation to which the dispute relates.

 

  1. 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.

 

  1. All members (including the committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Guild's activities.

 

  1. The complainant raising a dispute, and the committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

 

 

 

 

12.3 The person who makes the complaint has the right to be heard

 

  1. A member or an officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.

 

  1. If the Guild makes a complaint:

  2. The Guild has a right to be heard before the complaint is resolved or any outcome is determined.

  3. An officer may exercise that right on behalf of the Guild.

 

  1. 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.

 

 

12.4 The person who is the subject of the complaint has the right to be heard

 

  1. This clause applies if a complaint involves an allegation that a member, an officer, or the Guild (the ‘respondent’):

  1. Has engaged in misconduct.

  2. Has breached, or is likely to breach, a duty under the Guild’s constitution or bylaws or this Act.

  3. Has damaged the rights or interests of a member or the rights or interests of members generally.

 

  1. The respondent has a right to be heard before the complaint is resolved or any outcome is determined.

 

  1. If the respondent is the Guild, an officer may exercise the right on behalf of the Guild.

 

  1. 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:

  2. 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

  3. The respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held) ; and

  4. An oral hearing is held (if the decision maker considers that an oral hearing is needed to ensure an adequate hearing.) ; and

  5. An oral hearing (if any) is held before the decision maker; and

  6. The respondent’s written statement or submissions (if any) are considered by the decision maker.

 

12.5 Investigating and determining the 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, and that the determination is communicated to all parties involved.

 

  1. Disputes must be dealt with under the constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

12.6 The Guild may decide not to proceed further with complaint

 

Despite the ‘investigating and determining the dispute’ rule above, the Guild may decide not to proceed further with a complaint if:

  1. The complaint is considered to be trivial.

  2. The complaint does not appear to disclose or involve any allegation of the following kind:

  3. That a member or an officer has engaged in material misconduct.

  4. 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.

  5. That a member’s rights or interests or members’ rights or interests generally have been materially damaged.

  6. The complaint is without foundation because there is no evidence to support it.

  7. The person who makes the complaint has an insignificant interest in the matter.

  8. The conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution.

  9. There has been an undue delay in making the complaint.

 

 

12.7 The Guild may refer the complaint

 

  1. The Guild may refer a complaint to:

  1. A subcommittee or an external person to investigate and report.

  2. A subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.

 

  1. 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).

 

 

12.8 Decision makers

 

A person may not act as a decision maker in relation to a complaint if two or more members of the committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person:

  1. May not be impartial.

  2. May not be able to consider the matter without a predetermined view.

 

 

Section 13. Liquidation and removal from the register

 

 

13.1 Resolving to put the society into liquidation

 

  1. The Guild may be liquidated in accordance with the provisions of Part 5 of the Act.

 

  1. The committee must give 30 days written notice to all members of the proposed resolution to put the Society into liquidation.

 

  1. The committee must also give written notice to all members of the general meeting at which any such proposed resolution is to be considered. The notice will include all information as required by section 228(4) of the Act.

 

  1. Any resolution to put the Guild into liquidation must be passed by a two thirds majority of all members present and voting.

 

13.2 Resolving to apply for removal from the register

 

  1. The Guild may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.

 

  1. The committee must give 30 days written notice to all members of the proposed resolution to remove the Guild from the Register of Incorporated Societies.

 

  1. The committee must also give written notice to all members of the general meeting at which any such proposed resolution is to be considered. The notice will include all information as required by section 228(4) of the Act.

 

  1. 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.

 

 

13.3 Surplus assets

 

  1. If the Guild is liquidated or removed from the Register of Incorporated Societies, no distribution is allowed to be made to any member.

 

  1. On the liquidation or removal from the Register of Incorporated Societies of the Guild, its surplus assets, after payment of all debts, costs and liabilities, must be vested in another incorporated society fostering the interests of patchworkers and/or quilters within the Canterbury region.

 

  1. However, in any resolution under this rule, the Guild may approve a different distribution to a different not-for-profit entity from that specified above, so long as the Guild complies with this constitution and the Act, in all other respects.

 

 

Section 14. Alterations or amendments to the constitution

 

  1. All amendments must be made in accordance with this constitution. Any minor or technical amendments must be notified to members in writing as required by section 31 of the Act.

 

  1. 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.

 

  1. An amendment may be approved by a resolution passed in lieu of a meeting but only if authorised by this constitution.

 

  1. At least 14 days before the general meeting at which any amendment is to be considered, the committee shall give to all members notice of the proposed resolution, the reasons for the proposal, and any recommendations the committee has.

 

  1. When an amendment is approved by a general meeting it will be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration and will take effect from the date of registration.

 

 

 

 

Section 15. Common seal

 

  1. The Guild will retain its existing common seal, which must be kept in the custody of the secretary.

 

  1. The common seal may be affixed to any document:

  1. By resolution of the committee, and must be countersigned by two officers.

  2. By such other means as the committee may resolve from time to time.

 

 

Section 16. Bylaws

 

The committee from time to time may make and amend bylaws, and policies for the conduct and control of Guild activities and codes of conduct applicable to members. Such bylaws, policies or codes of conduct applicable to members must be consistent with this constitution, the Act, regulations made under the Act, or any other legislation.

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