Constitution

01Introductory rules

Name

The name of the society is Columba Past Pupils Association Incorporated (in this Constitution referred to as the ‘Society’).

Charitable status

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

Definitions

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

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

Advance Vote means a vote cast by an Ordinary Member prior to the commencement of an Annual General Meeting, Special General Meeting, or General Meeting, on one or more resolutions specified in the Notice of meeting. An Advance Vote may be submitted in accordance with the procedures and validity criteria set out in this Constitution.

‘Annual General Meeting’ means a meeting of the Members of the Society held once per year which, among other things, will receive and consider reports on the Society’s activities and finances.

‘Chairperson’ means the Officer responsible for chairing General Meetings and Committee meetings, and who provides leadership for the Society.

‘Columba College’ means Columba College, Dunedin, New Zealand

‘Committee’ means the Society’s governing body.

‘Constitution’ means the rules in this document.

‘Deputy Chairperson’ means the Officer elected or appointed to deputise in the absence of the Chairperson.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Society.

‘Interested Officers’ means an Officer 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—

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

‘Member’ means—

• a.
  A person who has consented to become a Member of the Society and has been properly admitted to the Society who has not ceased to be a Member of the Society.

Note – Member means an Ordinary Member or an Honorary Member, unless otherwise specified. Where a provision of this Constitution refers specifically to Ordinary Members, it shall not apply to Honorary Members.

‘Notice’ to Members includes any notice given by email, post, or courier and the failure for any reason of any Member to receive such Notice or information shall not invalidate any meeting or its proceedings or any election.

‘Officer’ means a natural person who is:

• a member of the Committee, or
• occupying a position in the Society that allows them to exercise significant influence over the management or administration of the Society, including any Chairperson or Treasurer.

‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.

‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

Treasurer means the Committee Member elected or appointed to oversee the financial affairs of the Society

‘Working Days’ mean 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 primary purposes of the Society are to—

• to promote fellowship amongst ex-students of Columba College,
• to foster and maintain connections between the Society, the Members, and the wider Columba College community,
• to provide sponsorship and support for the activities of the current students enrolled at Columba College,
• To help nurture the special character of Columba College,
• To help preserve the history and traditions of Columba College.

Act and Regulations

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

Restriction on Society Powers

The Society must not be carried on for the financial gain of any of its Members. However, the Society may enter into transactions with a Member provided they are on usual commercial arm's-length terms and conducted in compliance with the Officer conflict of interest provisions of the Act.

The Society’s capacity, rights, powers, and privileges are subject to the following restrictions (if any-

• The Society does not have the power to borrow money.
• The Society does not have the power to make high-risk investments.
• The Society does not have the right to provide financial guarantees for the obligations of any other person or organisation.

Contact person

The Society shall have at least one but no more than three contact person(s) whom the Registrar can contact when needed.

The Society’s contact person must be:

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

A contact person can be appointed by the Committee 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 twenty Working Days of that change occurring, or the Society becoming aware of the change.

02Members

Minimum number of members

The Society shall maintain the minimum number of Members required by the Act.

Types of members

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

The Society shall have two categories of membership: Ordinary Member and Honorary Member.

• 1.
  Ordinary Member An individual may be admitted as an Ordinary Member if they meet all the following criteria:

  • Attended Columba College for at least one full academic year.
  • Submitted a completed application for membership to the Committee.
  • Consented to becoming a Member (as required by section 76 of the Act).
  • Paid the single, non-recurring membership fee as determined by the Committee (refer to Subscription Fees).
• 2.
  Honorary Member An individual may be admitted as an Honorary Member regardless of their attendance at Columba College, if the Committee or the Society in general resolves to recognise their exceptional service or contribution to Columba College or the Society. Honorary Members must:

  • Complete the prescribed membership application form.
  • Provide explicit consent to become a Member.
  • No membership fee shall be payable by an Honorary Member.

Becoming a Member: Consent

Every applicant for membership must consent to becoming a Member.

Becoming a Member: Process

Application and Consent

• A person seeking membership must submit a completed application form in the format prescribed by the Committee.
• The application must include the applicant’s explicit consent to become a Member of the Society and to be bound by this Constitution.
• A copy of this Constitution shall be made available to the applicant upon request to the Secretary.

Self-Declaration of Eligibility

• By submitting the application, the applicant declares that they meet the eligibility criteria for Ordinary Members as set out in this Constitution. The Society is not required to independently verify eligibility unless it has reasonable grounds to do so.

Commencement of Membership

• A person shall be admitted as an Ordinary Member on the date the Society receipts the one-off membership fee, provided the application and consent requirements above have been met.

For the purposes of this Constitution and section 76 of the Act.

• A written signature (on a physical form) or an electronic signature (including a ticked consent box on an electronic form in the prescribed format) shall constitute valid consent to becoming a Member.
• the application shall mean the current electronic or paper version of the Society's official application form, as approved by the Committee.

Members Obligations and Rights

Members Rights

Ordinary Members shall have full membership rights, including the right to:

• Attend, speak, and vote at any General Meeting of the Society.
• Propose motions at a General Meeting.
• Nominate and be nominated for election to the Committee (provided they meet any additional eligibility criteria for Officers).
• Participate in Society activities and events.
• Receive communications and updates from the Society.

Honorary Members shall have the right to:

• attend and speak at any General Meeting of the Society
• participate in Society activities and events.
• Receive communications and updates from the Society.

Honorary Members shall not have the right to:

• Vote at General Meetings
• Nominate or be nominated for selection to the Committee.
• Be counted towards quorum.

Member Obligations

All Members must:

• All Members shall promote the interests and purposes of the Society and shall not act in any way that brings the Society into disrepute.
• Members must act in accordance with this Constitution and any rules, policies, or decisions adopted by the Society or its Committee.
• Members must promptly notify the Society of any changes to their contact details, including their email address and postal address (if applicable).
• A Member’s ability to fully exercise their rights under this Constitution may be affected if the Society does not hold up-to-date contact information for that Member.
• The Committee may determine the extent to which Members may access or use any premises, facilities, equipment, or other property owned, occupied, or used by the Society, and may set conditions or fees for such access, use, or participation in Society activities.

Subscription Fees

Every Ordinary Member shall pay a single, non-recurring membership fee as determined by the Committee. Honorary Members are exempt from this fee.

Transitional Provision This obligation to pay the membership fee applies only from the date of adoption of this Constitution. Any person who met all other membership criteria prior to this date shall be deemed to have paid in full and is not required to pay the membership fee retrospectively.

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 Committee, 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 Committee where in the opinion of the Committee the Member has brought the Society into disrepute.

with effect from (as applicable)—

• the date of receipt of the Member’s notice of resignation by the Committee (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 Committee and when a Member’s membership has been terminated the Committee 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—

• shall cease to hold himself or herself out as a Member of the Society, and
• shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks, and manuals).
• shall cease to be entitled to any of the rights of a Society Member.

Becoming a member again

Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Committee.

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 resolution passed at a General Meeting by a simple majority on the recommendation of the Committee.

03General meetings

Procedures for all general meetings

The Committee shall give all Members at least fourteen 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 email address notified to the Society and recorded in the Society’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.

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 Chairperson. If the Chairperson is absent, the Deputy Chairperson shall chair that meeting.

Any person chairing a General Meeting may —

• With the consent of a simple majority of Ordinary 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 Chairperson 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.

Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Committee at least ten 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 Secretary or Committee 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.

Attendance and Participation

All Members may attend & speak at General Meetings.

Only Ordinary Members may vote at General Meetings, either:

• in person, or
• by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Committee before the commencement of the General Meeting, or
• through the authorised representative of a body corporate as notified to the Committee, and

No other proxy voting shall be permitted.

Quorum

No General Meeting may be held unless at least fifteen eligible Ordinary Members attend throughout the meeting, present in person or who have cast a valid Advance Vote, and this will constitute a quorum.

Honorary Members shall not be counted toward quorum.

For the avoidance of doubt, a Member participating in a General Meeting via an electronic communication facility (e.g., video conference), who is able to be heard and/or seen by the Chairperson and other Members, shall be deemed present for the purposes of a quorum and voting. Accordingly, the Member’s voice or raised hand communicated via that electronic facility shall count as a vote by voices or by show of hands, respectively, provided the Chairperson can clearly and reasonably ascertain the Member’s intent.

If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the Chairperson of the Society, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum.

Voting

Each Ordinary Member is entitled to one vote per motion, either in person or by proxy.

Voting may be by voice, show of hands, or secret ballot (if requested by the Chairperson or two Ordinary Members).

Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of Ordinary Members voting in person or by proxy.

• Any decisions made when a quorum is not present are not valid.
• Written resolutions may not be passed in lieu of a General Meeting.
• Honorary Members may not vote on any motion.

The Committee may allow Ordinary Members to cast Advance Votes on resolutions specified in the Notice of Meeting.

An Advance Vote shall only be deemed formal and valid if it meets all the following requirements:

• Format It is submitted either (i) in a signed written form (e.g., postal vote or scanned/photographed form) or (ii) via a secure electronic method approved by the Committee (e.g., an online voting platform or a specified society email address).
• Identification It clearly identifies the Member’s full name and Date of Birth (or other unique identifying information).
• Clarity The Member’s voting intent (e.g., "For," "Against," or "Abstain") is clearly indicated for each resolution.
• Timeliness the Secretary (or a designated scrutineer) receives it no later than 5:00 PM on the day preceding the General Meeting.

All Members who have cast a valid Advance Vote shall be counted as present for the purposes of determining a quorum for the General Meeting.

Once an Advance Vote is submitted, it may not be withdrawn or altered by the Member. A Member who submits an Advance Vote and subsequently attends the meeting (in person or online) may not vote again on the motions covered by their Advance Vote.

If there is an equality of votes, the Chairperson presiding at the General Meeting shall be entitled to exercise a casting vote in addition to their deliberative vote (if any).

Minutes

The Society 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 Committee 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—

• six months after the balance date of the Society
• fifteen 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 Society,
• adopt the Committee’s report on the finances of the Society, and the annual financial statements,
• review the one-off membership fee 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 Committee must, at each Annual General Meeting, present the following information—

• an annual report on the operation and affairs of the Society during the most recently completed accounting period,
• the annual financial statements for that period, and
• notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

Special General Meetings

Special General Meetings may be called at any time by the Committee by resolution passed by a simple majority.

The Committee must call a Special General Meeting if it receives a written request signed by at least twenty Ordinary 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 Committee’s resolution or the written request by Ordinary Members for the Meeting.

Where fifty 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.

04Committee

Committee composition

The Committee will consist of at least 5 Officers and no more than fourteen Officers who are Members of the Society

The Committee will include:

• a Chairperson
• a Deputy Chairperson
• a Secretary
• a Treasurer
• between one and ten other Ordinary Members

Functions of the Committee

From the end of each Annual General Meeting until the end of the next, the Society shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Act, any Regulations made under that Act, and this Constitution.

Powers of the Committee

The Committee has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the Society, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.

Sub-Committees

The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee—

• the quorum of every sub-committee is half the Members of the sub-committee but not less than two,
• no sub-committee shall have power to co-opt additional Members,
• a sub-committee must not commit the Society to any financial expenditure without express authority from the Committee, and
• a sub-committee must not further delegate any of its powers.

General matters: Committees

The Committee and any sub-committee may act by resolution passed:

• At a meeting held in person
• During a conference call using audio and/or audio-visual technology
• Through a written ballot conducted by email, electronic messaging services (including SMS, messaging apps, or other digital platforms), electronic voting systems, or post.

Any such resolution shall be deemed valid and binding as if passed at a physical meeting, provided that all Committee or sub-committee Members have had a reasonable opportunity to participate in the decision-making process. All resolutions passed in this manner must be recorded in the minutes of the next Committee or sub-committee meeting.

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

05Committee meetings

Procedure

The quorum for Committee meetings is at least two thirds the number of Members of the Committee.

A meeting of the Committee may be held either—

• 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; or
• 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.

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. Every Officer on the Committee shall have one vote.

The members of the Committee shall elect one of their number as Chairperson of the Committee. If at a meeting of the Committee, the Chairperson is not present, the Members of the Committee present may choose one of their number to be Chairperson of the meeting by ordinary resolution. The Chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee.

Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.

Frequency

The Committee shall meet as required at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.

The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 Working Days’ notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.

06Officers

Qualifications of officers

Every Officer must be a natural person who—

• has consented in writing to be an Officer of the Society, and
• certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society, refer section 47(3) of the Act.

Officers' duties

At all times, each Officer:

• a.
  shall act in good faith and in what they believe to be the best interests of the Society,
• b.
  must exercise all powers for a proper purpose,
• c.
  must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,
• d.
  when exercising powers or performing duties as an Officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:

  • the nature of the Society,
  • the nature of the decision, and
  • the position of the Officer and the nature of the responsibilities undertaken by them.
• e.
  must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, or cause or allow the activities of the Society to be carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, and
• f.
  must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.

Election or appointment of officers

The election of Officers shall be conducted as follows.

• a.
  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 Committee (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 an Officer (as described in the ‘Qualification of Officers’ rule above). Any such appointment must be ratified at the next Annual General Meeting.
• b.
  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 an Officer (as described in the ‘Qualification of Officers’ rule above) shall be received by the Society at least twenty 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.
• c.
  Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
• d.
  Two Members (who are not nominees) appointed by the Chairperson shall act as scrutineers for the counting of the votes and destruction of any voting papers.
• e.
  The failure for any reason of any Ordinary Member to receive such Notice of the Annual General Meeting shall not invalidate the election.
• f.
  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 shall have full speaking and voting rights as an Officer of the Society. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).

Term

Officers and members of the Committee shall be elected at the Annual General Meeting (AGM) of the Society and hold office until the next Annual General Meeting.

The term of office for all Officers elected to the Committee shall be one year, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.

Maximum Term Limit: No Member shall hold the same Office for a cumulative period exceeding five (5) consecutive years, unless the Committee formally resolves by a simple majority to approve an extension for a specified term due to the absence of other suitable or willing candidates.

Handover: A handover period of one year for the aforementioned Committee positions is preferred to ensure continuity of compliance.

Eligibility for Committee Officer Positions

To be eligible for election or appointment to any Officer position (Chairperson, Deputy Chairperson, Secretary, or Treasurer) listed in the Committee Composition clause, a candidate must have served as a duly elected or appointed Committee member of the Society for a minimum cumulative period of one year immediately prior to the date of the election or appointment.

Waiver of Service Prerequisite: Notwithstanding the clause above, the Committee may, in exceptional circumstances and/or to ensure the operational continuity of the Society, formally resolve to waive this one-year service prerequisite for a specific election or appointment.

Any such waiver must be approved by a simple majority of the current Officers and recorded in the minutes of the Committee meeting. The waiver is only valid if, in the Committee's judgment, the absence of other suitable or willing candidates makes the action necessary.

Removal of officers

An Officer shall be removed as an Officer by resolution of the Committee or the Society where in the opinion of the Committee or the Society —

• The Officer elected to the Committee has been absent from three Committee meetings without leave of absence from the Committee.
• The Officer has brought the Society into disrepute.
• The Officer has failed to disclose a conflict of interest.
• Becomes disqualified from being an Officer under section 47(3) of the Act.

The removal takes effect from (as applicable) the date specified in a resolution of the Committee or Society.

Ceasing to hold office

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

Each Officer shall within ten Working Days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers and other property of the Society held by such former Officer.

Conflicts of interest

• An Officer who has, or becomes aware of having, a personal interest in any matter relating to the Society must, as soon as practicable, disclose the nature and extent of that interest (including, where possible, its monetary value) to the Committee and ensure that the disclosure is entered in the Society’s Interests Register in accordance with section 63 of the Act.
• Unless the Committee determines otherwise, an Officer who is interested in a matter may be present during discussions and deliberations of the Committee relating to that matter but must not vote on, or sign any document in connection with, the decision or transaction concerned, except with the prior consent of all Officers who are not interested in the matter.
• Where half or more of the Officers of the Society are interested in a matter, the Committee must refer the matter to a Special General Meeting of Ordinary Members to determine, in accordance with section 64(3) of the Act.
• The Committee must, as soon as practicable after becoming aware of any failure to comply with sections 63 or 64 of the Act, notify the Members of the Society of that failure and of any transactions affected.
• These provisions are to be read subject to sections 63–73 of the Act, which prevail over any inconsistent terms in this Constitution.

07Records

Register of Members

The Committee shall ensure that a Register of Members is kept up-to-date in accordance with section 79 of the Act. The Register shall include:

• The name of each Member.
• The Members last known contact details.
• The date on which the person became a Member.
• Type of Member.

Every current Member shall promptly advise the Society of any change of the Member’s contact details, as previously referred to under the Member Obligations section of this Constitution.

The Society shall also keep a record of the former Members of the Society. For each Member who ceased to be a Member within the previous 7 years, the Society will record:

• The former Member's name, and
• The date the former Member ceased to be a Member.

Interests Register

The Committee shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.

Access to information for members

A Member may at any time make a written request to the Society for information held by the Society.

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

The Society must, within a reasonable time after receiving a request —

• a.
  provide the information, or
• b.
  agree to provide the information within a specified period, or
• c.
  agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
• d.
  refuse to provide the information, specifying the reasons for the refusal.

Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if —

• a.
  withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
• b.
  the disclosure of the information would, or would be likely to, prejudice the commercial position of the Society or of any of its Members, or
• c.
  the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
• d.
  the information is not relevant to the operation or affairs of the society, or
• e.
  withholding the information is necessary to maintain legal professional privilege, or
• f.
  the disclosure of the information would, or would be likely to, breach an enactment, or
• g.
  the burden to the Society in responding to the request is substantially disproportionate to any benefit that the Member (or any other person) will or may receive from the disclosure of the information, or
• h.
  the request for the information is frivolous or vexatious, or
• i.
  the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this Constitution and the Act.

If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within ten Working Days after receiving notification of the charge, the Member informs the Society —

• a.
  that the Member will pay the charge; or
• b.
  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.

08Finances

Control and management

The funds and property of the Society shall be—

• controlled, invested, and disposed of by the Committee, subject to this Constitution, and
• devoted solely to the promotion of the purposes of the Society.

The Committee shall maintain bank accounts in the name of the Society.

All money received on account of the Society shall be banked within ten Working Days of receipt.

All accounts paid or for payment shall be submitted to the Committee for approval of payment.

The Committee must ensure that there are kept at all times accounting records that—

• a.
  correctly record the transactions of the Society, and
• b.
  allow the Society to produce financial statements that comply with the requirements of the Act, and
• c.
  would enable the financial statements to be readily and properly audited (if required under any legislation or the Society's Constitution).

The Committee must establish and maintain a satisfactory system of control of the Society's accounting records.

The accounting records must be kept in electronic 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 seven completed accounting periods of the Society.

Balance date

The Society's financial year shall commence on 1 July of each year and end on 30 June (the latter date being the Society’s balance date).

09Dispute resolution

Meanings of dispute and complaint

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

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

• a.
  two or more Members
• b.
  one or more Members and the Society
• c.
  one or more Members and 1 or more Officers
• d.
  two or more Officers
• e.
  one or more Officers and the Society
• f.
  one or more Members or Officers and the Society.

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

• a.
  a Member or an Officer has engaged in misconduct.
• b.
  a Member or an Officer has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act.
• c.
  the Society has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act.
• d.
  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 Committee (or a complaints sub-committee) a notice in writing that—

• a.
  states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
• b.
  sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
• c.
  sets out any other information or allegations reasonably required by the Society.

The Society may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—

• a.
  states that the Society is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
• b.
  sets out the allegation to which the dispute relates.

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

A complaint may be made in any other reasonable manner permitted by the Society's Constitution.

All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society's activities.

The complainant raising a dispute, and the 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.

How complaint is made

• 1.
  A Member or an Officer may make a complaint by giving to the Committee (or a complaints sub-committee) a notice in writing that—

  • a.
    states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society’s Constitution; and
  • b.
    sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
  • c.
    sets out any other information reasonably required by the Society.
• 2.
  The Society may make a complaint involving an allegation or allegations against a Member or an Officer by giving to the Member or Officer a notice in writing that—

  • a.
    states that the Society is starting a procedure for resolving a dispute in accordance with the Society’s Constitution; and
  • b.
    sets out the allegation to which the dispute relates.
• 3.
  The information given under subclause (1b.) or (2b.) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
• 4.
  A complaint may be made in any other reasonable manner permitted by the Society’s Constitution.

Person who makes complaint has right to be heard

• 1.
  A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
• 2.
  If the Society makes a complaint—

  • a.
    the Society has a right to be heard before the complaint is resolved or any outcome is determined; and
  • b.
    an Officer may exercise that right on behalf of the Society.
• 3.
  Without limiting the manner in which the Member, Officer, or Society may be given the right to be heard, they must be taken to have been given the right if—

  • a.
    they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
  • b.
    an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
  • c.
    an oral hearing (if any) is held before the decision maker; and
  • d.
    the Member’s, Officer’s, or Society’s written or verbal statement or submissions (if any) are considered by the decision maker.

Person who is subject of complaint has right to be heard

• 1.
  This clause applies if a complaint involves an allegation that a Member, an Officer, or the Society (the ‘respondent’)—

  • a.
    has engaged in misconduct; or
  • b.
    has breached, or is likely to breach, a duty under the Society’s Constitution or bylaws or this Act; or
  • c.
    has damaged the rights or interests of a Member or the rights or interests of Members generally.
• 2.
  The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
• 3.
  If the respondent is the Society, an Officer may exercise the right on behalf of the Society.
• 4.
  Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if—

  • a.
    the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
  • b.
    the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
  • c.
    an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
  • d.
    an oral hearing (if any) is held before the decision maker; and
  • e.
    the respondent’s written statement or submissions (if any) are considered by the decision maker.

Investigating and determining dispute

• 1.
  The Society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.
• 2.
  Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

Society may decide not to proceed further with complaint

Despite the ‘Investigating and determining dispute’ rule above, the Society may decide not to proceed further with a complaint if—

• a.
  the complaint is considered to be trivial; or
• b.
  the complaint does not appear to disclose or involve any allegation of the following kind:

  • that a Member or an Officer has engaged in material misconduct:
  • that a Member, an Officer, or the Society has materially breached, or is likely to materially breach, a duty under the Society’s Constitution or bylaws or the Act:
  • that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
• c.
  the complaint appears to be without foundation or there is no apparent evidence to support it; or
• d.
  the person who makes the complaint has an insignificant interest in the matter; or
• e.
  the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
• f.
  there has been an undue delay in making the complaint.

Society may refer complaint

• a.
  The Society may refer a complaint to—

  • a sub-committee or an external person to investigate and report; or
  • a sub-committee, an arbitral tribunal, or an external person to investigate and make a decision.
• b.
  The Society may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

Decision makers

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

• a.
  impartial; or
• b.
  able to consider the matter without a predetermined view.

10Liquidation and removal from the register

Distribution of Surplus Assets

If the Society is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.

On the liquidation or removal from the Register of Incorporated Societies of the Society, its surplus assets — after payment of all debts, costs, and liabilities — shall be vested in the Columba College Foundation.

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

11Alterations to the Constitution

Amending this Constitution

• All amendments must be made in accordance with this Constitution and the requirements of the Act.

Minor or Technical Amendments

Any minor or technical amendments shall be made in accordance with Section 31 of the Act and the procedure set out below.

• The Committee may make a minor or technical amendment to the Constitution without a resolution of the Members if:

  • the amendment is necessary to correct a minor error, such as a punctuation, spelling, or grammatical error; or
  • the amendment is necessary to correct a clerical error; or
  • the amendment is necessary to correct a cross-reference; or
  • the amendment is necessary to correct a formatting error; or
  • the amendment is necessary to enable the Society to comply with the Act or any other enactment; or
  • the amendment is necessary to correct an omission or technical defect; or
  • the amendment is necessary to replace a reference to an enactment that has been repealed or amended; or
  • the amendment is necessary to update contact details, or other information that is administrative in nature.
• The Committee must notify Members of a minor or technical amendment within twenty Working Days of the amendment being made.

Major Amendments to the Constitution

The Society 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 may alternatively be approved by a resolution passed in lieu of a meeting but only if authorised by this Constitution.

Proposing Amendments

Any proposed resolution to amend or replace this Constitution shall be proposed by either:

• a.
  The Committee; or
• b.
  At least twenty eligible Members who shall sign the proposed resolution.

Any such proposal must be:

• a.
  Given in writing to the Committee at least twenty eight Working Days before the General Meeting at which the resolution is to be considered; and
• b.
  Accompanied by a written explanation of the reasons for the proposal.

At least twenty Working 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 regarding the proposal.

When an amendment is approved by a General Meeting, the Committee shall ensure it is notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration.

An amendment shall take effect from the date of registration by the Registrar.

12Other

Bylaws

The Committee from time to time may make and amend bylaws, and policies for the conduct and control of Society activities and codes of conduct applicable to Members, but no such bylaws, policies or codes of conduct applicable to Members shall be inconsistent with this Constitution, the Act, regulations made under the Act, or any other legislation.