Constitution

Victoria University of Wellington Tramping Club Constitution

1. Introductory rules

1.1 Name

The name of this society is the Victoria University of Wellington Tramping Club Incorporated (the ‘Society’).

1.2 Charitable status

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

1.3 Commencement date of this constitution

This Constitution comes into effect from the date of registration with the Registrar. Prior to that date, the existing Rules 2019 document governs the operation of the Society.

1.4 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 Society held once per year which, among other things, will receive and consider reports on the Society’s activities and finances.

‘Bylaws’ means the administrative regulations for the Society that are a subordinate document to this Constitution.

‘Chief Guide’ means the Officer with the responsibilities listed in clause 6.2.

‘Committee’ means the Society’s governing body.

‘Constitution’ means this Constitution.

‘Co-Treasurer’ means the Officer with the same responsibilities as the Treasurer.

‘Financial Member’ means a Member who has paid the applicable fee or subscription and includes all Officers.

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

‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in the Act.

‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by the Act.

‘In Writing’ means a communication received in hardcopy form, via email, via private electronic messaging, or via any special purpose electronic form created by the Society for a specific purpose.

‘Matter’ means—

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

‘Member’ means a person who has consented to become a Member of the Society and has been properly admitted to the Society who has not ceased to be a Member of the Society.

‘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 President, Chief Guide, Treasurer or Secretary.

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

‘Purposes’ means the purposes of the Society as provided in clause 1.6.

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

‘Registrar’ means the Registrar of Incorporated Societies.

‘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 Officer responsible for managing the financial records and preparing financial reports for 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, and all New Zealand national public holidays.

1.5 Interpretation

In the Constitution, unless the context otherwise requires:

the headings appear as a matter of convenience and are not to affect the construction of the Constitution;
in the absence of an express indication to the contrary, references to clauses are to clauses of the Constitution;
a reference to any statute, statutory regulation or other statutory instrument includes the statute, statutory regulation or instrument as from time to time amended or re-enacted or substituted;
the singular includes the plural and vice versa and one gender includes the other genders;
another grammatical form of a defined word or expression has a corresponding meaning;
the word “person” includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality;
the words “day” and “days” mean calendar days; and
words or expressions defined in the Act have the same meaning where they are used in the Constitution.

1.6 Purposes

The primary Purposes of the Society are to:

promote tramping and climbing amongst its Members and the wider Victoria University of Wellington student, staff and alumni body;
promote good fellowship amongst its Members, members of other university clubs and members of the wider community; and
doing all such other things as shall further the Purposes.

1.7 Capacity and powers

The Society shall have the capacity and the rights, powers and privileges conferred by the Act, including all powers necessary for, or ancillary or incidental to, fulfilling its Purposes.

The Society’s capacity, rights, powers, and privileges are subject to the following restrictions:

The Society must not borrow funds or incur any substantial liability without the express consent of a simple majority of Members at a General Meeting.

1.8 No financial gain for Members

As the Society is a not-for-profit organisation, the Officers and Members may not receive any distributions of profit or income from it. This does not prevent Officers or Members:

receiving reimbursement of actual and reasonable expenses incurred; or
entering into any transactions with the organisation for goods or services supplied to or from them, which are at arms length, relative to what would occur between unrelated parties.

Provided no Officer or Member is allowed to influence any such decision made by the Society in respect of payments or transactions between it and them, their direct family or any associated entity.

1.9 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.

1.10 Registered office

The registered office of the Society shall be at such place in New Zealand as the Committee from time to time determines.

Changes to the registered office shall be notified to the Registrar of Incorporated Societies within the timeframe required by law.

1.11 Contact person

The Society shall have 3 contact persons – President, Secretary, and Chief Guide – whom the Registrar can contact when needed. If one or more of these Officers is not eligible to be a contact person, the Committee may appoint one or more Members to fill the vacant contact person position(s).

The Society’s contact persons must be:

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

Each contact person’s name must be provided to the Registrar, 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 within 20 Working Days of that change occurring, or the Society becoming aware of the change.

2. Members

2.1 Minimum number of members

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

2.2 Types of members

Membership may comprise different classes of membership as determined by the Committee from time to time.

2.3 Becoming a member

Consent

Every new applicant for membership under this Constitution must consent In Writing to becoming a Member.

Each person who was a Member of the Society prior to this Constitution and is still currently a Member is deemed to have provided consent.

Process

To become a Member, a person must:

complete and submit the Society’s current electronic application form, which can be amended by the Committee from time to time;
pay any applicable subscription fees as determined by the Committee by the due date; and
supply any other information the Committee requires.

That person will become a Member once they have fulfilled these requirements.

2.4 Members' obligations and rights

Every Member shall provide the Society In Writing with that Member’s name and contact details (namely, physical or electronic address and a telephone number) and promptly advise the Society In Writing of any changes to those details.

All Members shall promote the interests and Purposes of the Society and shall not do any act to bring the Society into serious disrepute (moderate disrepute is acceptable and expected).
A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Society’s premises, facilities, equipment and other property, and participating in Society activities) if all subscriptions and any other fees have been paid to the Society by their respective due dates.
No Member is liable for an obligation of the Society by reason only of being a Member.
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 Society, and to participate in Society activities, including any conditions of and fees for such access, use or involvement.
Membership of the Society does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.

2.5 Subscriptions and fees

The Committee has the sole discretion to:

determine the amount each Member or class of Members will pay for any subscriptions or fees for membership (and for the avoidance of doubt, the fee applicable to each Member may vary);
waive the applicable fee to any Member;
set the due date by which each Member must pay the applicable fee (Due Date); and
resolve to either terminate a Member’s membership or change a Member’s class of membership, if the Member fails to make payment within 20 Working Days of the Due Date of any subscription or fee.

Members may challenge the subscriptions and fees set by the Committee by submitting a Member’s Motion in accordance with clause 3.2.

2.6 Ceasing to be a member

A Member ceases to be a Member:

by providing a notice In Writing to the Committee; or
where the Committee resolves to terminate the membership in accordance with clause 2.5(d); or
at the end of the term specified by the membership subscription (terms are determined by the Committee), unless the Member renews their membership before the end of the term; or
on termination of a Member’s membership following a dispute resolution process under this Constitution; or
on death; or
by resolution of the Committee where the Member has failed to pay an amount due to the Society (other than the membership subscription or fee) within 20 Working Days of the Due Date. The Committee must first set a date that the arrears must be paid by and give notice of this In Writing to the Member. If the arrears remain unpaid after that date, the Membership may be terminated (without releasing the Member from the obligation of payment of any sums due to the Society).

2.7 Obligations once membership has ceased

A Member who has ceased to be a Member under this Constitution:

remains liable to pay all subscriptions and other fees to the Society’s next balance date,
shall cease to hold themselves out as a Member of the Society, and
shall cease to be entitled to any of the rights of a Member of the Society.

2.8 Becoming a member again

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

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 on the recommendation of the Committee.

3. General meetings

3.1 Definition of ‘general meeting’

In this Constitution, ‘General Meeting’ refers to a specific type of meeting as defined in clause 1.4.

3.2 Procedures for all general meetings

The Committee shall give all Members at least 10 Working Days’ notice In Writing of any General Meeting and of the business to be conducted at that General Meeting.

That notice will be addressed to the Member at the contact address notified to the 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.

Only Financial Members may vote at General Meetings 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.

The quorum for a General Meeting is at least 15 eligible Financial Members.

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 Committee, and if at such adjourned meeting a quorum is not present those Members present shall be deemed to constitute a sufficient quorum.

A Member is entitled to exercise one vote on any motion at a General Meeting and voting at a General Meeting shall be by show of hands or, on demand of the chair of the meeting or of two or more Members present, by secret ballot.

In the event of a secret ballot, two Members (who are not nominees) appointed by the chair of the meeting shall act as scrutineers for the counting of the votes and destruction of any voting papers.

Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance and voting at a General Meeting.

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

The Society may pass a written resolution in lieu of a General Meeting, and 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.

A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more Members. A Member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the Constitution (for example, by electronic means).

All General Meetings shall be chaired by the President. If the President is absent, the meeting shall elect another Member of the Committee to chair that meeting.

Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.

Any person chairing a General Meeting may:

With the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
Direct that any person 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 chair of the meeting be removed from the General Meeting, and
In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.

The Committee may propose motions for the Society to vote on which shall be notified to Members with the notice of the General Meeting.

Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice In Writing to the Secretary or Committee at least 20 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion. However, if the Member’s Motion is signed by at least 5 percent of eligible Members:

it must be voted on at the General Meeting chosen by the Member, and
the Secretary must give the Member’s Information to all Members at least 3 days before the General Meeting chosen by the Member; or if the Secretary fails to do this, the Member has the right to raise the motion at the following General Meeting.

If notice of the motion is given to the Secretary or Committee before the notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the notice of the General Meeting.

3.3 Minutes

The Society must keep minutes of all General Meetings.

3.4 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—

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

3.5 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,
approve the Treasurer’s report on the finances of the Society, and the annual financial statements,
consider any motions of which prior notice has been given to Members with notice of the Meeting,
appoint nominated Officers, 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).

3.6 Special general meetings

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 5 percent of Members, and the meeting must be held within 28 days of the request being received.

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 Members for the Meeting.

4. Committee

4.1 Committee composition

The Committee will consist of at least 4 Officers:

President,
Chief Guide,
Secretary,
Treasurer, and
such other Officers as the Society shall decide.

All Officers on the Committee must be Members of the Society.

4.2 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 Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.

The functions of the Committee are to:

administer, manage, and control the Society;
carry out the Purposes of the Society, and use the Society’s money or other assets to do that,
manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings,
set accounting policies in line with generally accepted accounting practice,
delegate responsibility and co-opt Members where necessary,
ensure that all Members follow the Constitution,
decide the times and dates for meetings, and set the agenda for meetings,
set membership fees, including subscriptions and levies, and
make Bylaws when required.

4.3 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.

The Committee may:

engage such persons whose services may be deemed necessary for the Purposes of the Society, and pay them accordingly;
invest the Society’s funds in any low-risk investment or invest in such other manner as the Members may at a General Meeting authorise;
borrow funds or incur substantial liability, but only with the express consent of a simple majority of Members at a General Meeting;
purchase, lease, hire, or by any other means acquire any personal property necessary for the Purposes of the Society; and
sell, hire, exchange, improve, manage, develop or otherwise deal with all, or any part of the personal property of the Society.

4.4 Sub-committees

The Committee may appoint sub-committees consisting of such persons (whether or not Members) 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.

4.5 General matters: committees

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 shall 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.

5. Committee Meetings

5.1 Procedure

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

A meeting of the Committee may be held either—

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
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 simple majority of the votes cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.

The chair of the Committee is the President. If the President is not present, the members of the Committee present may choose one of their number to be chair of the meeting. The chair has a casting vote in the event of a tied vote on any resolution of the Committee.

If within half an hour after the time appointed for a meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments.

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

5.2 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 President.

The Secretary, or President, 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.

6. Officers

6.1 Definition of ‘officer’

Officer is defined in clause 1.4.

6.2 Duties of defined officers

The President is responsible for:

ensuring that the Constitution is followed,
convening General Meetings and Committee meetings and establishing whether or not a quorum is present,
chairing General Meetings and Committee meetings, deciding who may speak and when,
overseeing the operation of the Society, and
providing a report on the operations of the Society at each Annual General Meeting.

The Chief Guide is responsible for:

the tramping side of the Society,
vetoing any club trip organised by the Society and advertised in such places as the Society calendar, website, meetings or other media generally accessible to Members, should there be safety concerns, and
all the responsibilities of the President, should the President be unable to fulfil their responsibilities for whatever reason (or in the case of the President’s Cessation, until a new President is appointed)

The Secretary is responsible for:

recording the minutes of General Meetings and Committee meetings,
keeping the Register of Members,
holding the Society's records, documents, and books except those required for the Treasurer’s function,
receiving and replying to correspondence as required by the Committee,
forwarding the annual financial statements for the Society to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting,
advising the Registrar of any changes to the Constitution, and
affiliating the Society with any chosen body should the Committee decide to do so.

The Treasurer is responsible for:

keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained,
preparing annual financial statements for presentation at each Annual General Meeting in accordance with clause 8.1,
providing a financial report at each Annual General Meeting,
the receipt and deposit of funds, and
providing financial information to the Committee as the Committee determines.

6.3 Qualifications of officers

Every Officer must be a natural person who prior to election or appointment —

is a Member of the Society, and
has consented In Writing to be an Officer of the Society, and
certifies In Writing that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society.

Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Society.

6.4 Duties of all officers

At all times each Officer:

shall act in good faith and in what they believe to be the best interests of the Society, and
must exercise all powers for a proper purpose, and
must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution, and
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
must not agree to, cause or allow 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, and
must not agree to the Society incurring an obligation unless they believe at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.

6.5 Election or appointment of officers

The election of Officers shall be conducted as follows.

Officers shall be elected during Annual General Meetings.
If a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy may be filled by resolution of the Committee. Any such appointee must qualify as an Officer in accordance with clause 6.3.
A candidate’s written nomination, accompanied by the information as described in clause 6.3, shall be received by the Society at least 1 day before the date of the Annual General Meeting.
Further nominations may be received from the floor at the Annual General Meeting. If a nominee is elected, they must provide the information described in clause 6.3 before their election is valid.
Votes shall be cast in such a manner as the person chairing the meeting determines, or, on the demand of two or more Members present, voting shall be by secret ballot. In the event of any vote being tied, the tie shall be resolved by the casting vote of the chair of the meeting.
The failure for any reason of any Financial Member to receive such notice of the General Meeting shall not invalidate the election.

6.6 Term

The term of office for all Officers elected to the Committee shall be 1 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.

6.7 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 3 committee meetings without leave of absence from the Committee.
The Officer has brought the Society into serious disrepute.
The Officer has failed to disclose a conflict of interest.
The Committee passes a vote of no confidence in the Officer.

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

6.8 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 the Act.

Each Officer shall within 20 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.

6.9 Conflicts of interest

An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Society, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—

to the Committee and/or sub-committee, and
in an Interests Register kept by the Committee.

Disclosure must be made as soon as practicable after the Officer or member of a sub-committee becomes aware that they are interested in the Matter.

An Officer or member of a sub-committee who is an Interested Member regarding a Matter—

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; and
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; but
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).

However, 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.

Where 50 percent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a General Meeting must consider and determine the Matter, unless all non-interested Officers agree otherwise.

Where 50 percent or more of the members of a sub-committee are prevented from voting on a Matter because they are interested in that Matter, the Committee shall consider and determine the Matter.

6.10 Indemnity for officers

No member of the Committee shall be liable for the acts or defaults of any other member of the Committee or any loss occasioned thereby, unless occasioned by their wilful default or by their wilful acquiescence.

The members of the Committee shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of their functions and duties, other than as a result of their wilful default.

7. Records

7.1 Register of members

The Society shall keep an up-to-date Register of Members.

For each current Member, the information contained in the Register of Members shall include —

their name, and
the date on which they became a Member, and
whether the Member is a Financial Member or not a Financial Member, and
their contact details, including —
- a physical address or an electronic address, and
- a telephone number.

Every current Member shall promptly advise the Society of any change of the Member’s contact details.

Every current Member shall provide such other details as the Committee requires.

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.

7.2 Interests register

The Committee shall maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee as required by the Act.

7.3 Access to information for members: financial statements and meeting minutes

A Member may, at any time, make a written request to the Society for either or both of the following:

the financial statements of the Society that were presented at the most recent Annual General Meeting of the Society;
the minutes of the most recent General Meeting of the Society.

The Society must, within a reasonable period after receiving the request and without charge, provide the requested information to the Member.

7.4 Access to information for members: general

This clause covers requests for information other than requests covered by clause 7.3.

A Member may at any time make a request In Writing 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 —

provide the information, or
agree to provide the information within a specified period, or
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
refuse to provide the information, specifying the reasons for the refusal, in accordance with the Act.

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

withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
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
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
the information is not relevant to the operation or affairs of the Society, or
withholding the information is necessary to maintain legal professional privilege, or
the disclosure of the information would, or would be likely to, breach an enactment, or
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
the request for the information is frivolous or vexatious, or
the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this Constitution and the Act.

If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 Working Days after receiving notification of the charge, the Member informs the Society —

that the Member will pay the charge; or
that the Member considers the charge to be unreasonable.

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

8. Finances

8.1 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 accounts shall be approved for payment by the Committee:

the trustees of the Society’s bank account shall be the President, Treasurer, Co-Treasurer (if one is appointed), and Chief Guide;
any two of the four trustees may authorise transactions on the Society’s account.

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

correctly record the transactions of the Society, and
allow the Society to produce financial statements that comply with the requirements of the Act, and
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 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 7 completed accounting periods of the Society.

8.2 Balance date

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

8.3 Assurance on the financial statements

No review or audit of the annual financial statements is required unless a review or audit is requested by 5 percent of the Members at any properly convened General Meeting.

The Society may appoint an Auditor to audit the annual financial statements of the Society. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Society’s accounting policies. The Auditor must be a suitably qualified person, and preferably be a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Society. If the Society appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement.

The Committee is responsible to provide the auditor with:

access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;
additional information that the auditor may request from the Committee for the purpose of the audit; and
reasonable access to persons within the Society from whom the auditor determines it necessary to obtain evidence.

9. Dispute resolution

Any Dispute that may arise shall be resolved in accordance with the dispute resolution process set out in Schedule 2 of the Act.

10. Liquidation and removal from the register

10.1 Resolving to put society into liquidation

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

The Committee shall give 30 Working Days notice In Writing to all Members of the proposed resolution to put the Society into liquidation.

The Committee shall also give notice In Writing to all Members of the General Meeting at which any such proposed resolution is to be considered. The notice shall include all information as required by section 228(4) of the Act.

Any resolution to put the Society into liquidation must be passed by a two-thirds majority of all Members present and voting.

10.2 Resolving to apply for removal from the register

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

The Committee shall give 30 Working Days notice In Writing to all Members of the proposed resolution to remove the Society from the Register of Incorporated Societies.

Any resolution to remove the Society from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.

10.3 Surplus assets

If the Society is liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Society’s debts and liabilities, that property must be given or transferred to the Backcountry Trust (Aotearoa/New Zealand) for a charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.

In the event that the Backcountry Trust is not in a position to accept the property, then the property shall be given or transferred to The Federated Mountain Clubs Mountain and Forest Trust.

11. Alterations to the constitution

Subject to anything to the contrary provided or permitted by the Act, the Constitution may only be amended by a resolution passed by a two-thirds majority of the Members entitled to vote and voting on the matter at any General Meeting of the Society and of which at least 10 Working Days’ notice In Writing has been given specifying the proposed amendment.

If any such resolution is passed, then the Secretary shall file, or cause to be filed, the amendment with the Registrar in accordance with the Act.

No addition to, deletion from or alteration of this Constitution shall be made which would allow personal financial gain to any individuals.

12. Other

12.1 Bylaws

The Committee may from time-to-time make, alter or rescind Bylaws for the general management of the Society so long as these are not repugnant to this Constitution, the Act or to the provisions of law. All such Bylaws shall be binding on Members and Committee Members. A copy of the Bylaws for the time being shall be available for inspection on request to the Secretary.