NZSS Constitution

[Fully revised November 2009]

1) Name:

The name of the Society shall be the New Zealand Speleological Society Incorporated (NZSS).

2) Interpretation:

"AGM" means Annual General Meeting as outlined in Clause 13.

"Council" means the Executive Council of this Society. Mention of members and any members and officer or officers shall refer to members and officers of the Society, and not of any Group unless specifically stated.

"Group" means a constituent Group according to Clause 6.

"NZSS e-group" means the current electronic group as being used by NZSS (2009 nzcavers@yahoogroups.com).

"SGM” means a Special General Meeting called by the president or members under Clause 14.

"Society" means the New Zealand Speleological Society Inc,

3) Purpose, Aims and Charitable Status:

The Purpose of the Society is to:

- Be the national organisation representing cavers and caving in New Zealand.

The Aims of the Society are to:

- Promote caving as an outdoor activity for all New Zealanders
- Encourage the exploration and research of existing and new caves
- Encourage and facilitate the appropriate use of information on caves and karst
- Promote the conservation of caves and karst
- Facilitate training to improve caver competencies
- Provide Search and Rescue capabilities for subterranean environments
- Advocate for karst, caves and caving at national and international levels
Charitable Status

- The NZSS is established only for charitable purposes and maintained only for charitable purposes

4) Classes of Membership:

(a) Any person or organisation may become a member of the Society by paying the applicable membership subscription, subject to that person or organisation being considered a suitable member by the Council.

(b) Classes of Society membership are:

(c) Single membership provides subscription to the NZSS Bulletin and to the Tomo Times, but not for other publications or use of facilities for which special levies may be made by the Society or respective Group.

(d) Family membership (adult) provides all benefits of Single membership except publications, but including voting rights.

(e) Youth membership applies to those who are under 18 at the end of the preceding financial year to the one in which they are joining or renewing. This class of membership provides all benefits of Single membership except publications and voting rights.

(f) Life Membership is conferred on a member of the Society by Council in recognition of meritorious achievement in caving at a national level. Life Members are not required to pay subscriptions to the Society but will be entitled to all benefits and publications as per a Single membership. A Life Member may be nominated by a Group in writing to Council. There may be no more than ten Life Members at any time.

(g) Publications membership provides individuals or organisations with published NZSS Bulletins and Tomo Times. This membership class has no other benefits and does not include voting rights.

(h) Corporate membership provides organisations with the right to use the NZSS logo in advertising material, provided that the organisation adheres to the Aims of the NZSS Constitution. This membership class will receive up to five copies of published NZSS Bulletins and Tomo Times and one vote in Society business.

5) Subscriptions, Financial Status of Members & Cessation of Membership

(a) The annual membership subscription for the forthcoming year shall be set by Council at least two months before the Annual General Meeting of the Society.

(b) New members (not previously a member of NZSS)

(c) Subscriptions can only be paid on an annual basis.

(d) Any member may resign by giving notice in writing.

(e) Any member whose membership subscription is more than seven months in arrears (31st March each year) will be deemed to have resigned and may not vote at any meeting and will no longer receive benefits of membership of NZSS.

(f) The Council may expel from membership, or reprimand, any member who is guilty of disregard of the rights of others or of the objects of the Society, or has otherwise behaved, in the opinion of the Council, in a manner unfitting to a member of the Society, provided that before the expulsion he/she shall be given the opportunity to make an explanation of his/her conduct to the Council.

(g) Persons or organisations who are no longer members may not display a Society badge or use the NZSS membership card.

6) Forming, Maintaining and Removing Constituent Groups of NZSS:

For a caving Group to be a constituent Group of the NZSS, it must:

a) Have more than five financial members, the majority of whom must reside in New Zealand.

b) Have properly elected officers and a constitution that is not contrary to the NZSS constitution.

c) Apply to the NZSS Council for recognition as a constituent Group of NZSS.

d) Require its members to also be members of NZSS.

e) Have a financial year that ends between one and three months before the 31st August, to facilitate timely payment of subscriptions to the Society for the following year.

In any financial year where fewer than five members of a Group renew as NZSS members, the Group may no longer be a constituent Group of NZSS

If, in the opinion of the NZSS Council, any constituent Group of NZSS is operating in a manner at odds to the Purpose and/or Aims of NZSS then Council may remove that Group from being a constituent group. Removal shall be deemed to have been notified by notice in writing to the last known postal address of that Group.

7) Council and Officers:

(a) The Council of the Society shall consist of the following positions: -
• President,
• Secretary,
• Business Manager,
• Membership Coordinator (member services).
• Search and Rescue Coordinator,
• Conservation & Research Coordinator,
• Training and Safety Coordinator and
• Publications Coordinator.

(b) Council shall consist of not less than 5 members and no Council officer may hold more than two roles on Council.

(c) The Council shall, from amongst its members, appoint a Vice-President. This position will assume the role of President where the President is unavailable. If no President has been appointed at the last AGM the Vice President will assume the role of President until the council is able to co-opt a new President.

(d) The Council shall have the power to co-opt persons from the Society's membership to serve as Society officers outside of Council, and to remove such persons from serving as Society officers outside of Council.

(e) Where any Council member is absent from two consecutive scheduled Council meetings they will be deemed to have resigned from the Council unless the Council will otherwise determine.

(f) Any member of the Society may attend any Council meeting for the purpose of observing or making representations to the Council. Such persons shall have speaking rights but not voting rights.

(g) The Council may, from time to time, invite representatives of outside organisations e.g. Department of Conservation, Search and Rescue, etc. to attend and speak at Council meetings.

8) Election of Officers of Council:

(a) All positions of the Council shall be elected by a simple majority of returns received from all members eligible to vote (see Clause 10), where there is more than one person nominated or offering themselves for a position.

(b) Where no nominations are received prior to the AGM close off as per Clause 9 (a) but more than one nomination is received at the AGM then a vote of members shall take place immediately following the AGM.

(c) Members may vote in writing or electronically (once available via the web site).

(d) The maximum continuous term for which any person may be President is three years.

(e) The Council may co-opt persons from the Society's membership to serve as Council members to replace those who resign before the next AGM or where, at the AGM, no nominations have been received to fill a vacant position.

9) AGM Notification & Nominations for Council positions:

(a) All members will be advised of the date and place of the Annual General Meeting (AGM) at least six weeks prior to the date of such meeting. The notice will also call for nominations for all positions and will advise those current council officers who are standing down and those who are offering themselves for re-election.

(b) Nomination papers must be signed by the proposer and the seconder, with the nomination consented to by the candidate without condition. All nominations must be received by the Secretary not later than two weeks prior to the AGM.

(c) If an existing council member, offers themselves for re-election then that is deemed a valid nomination without the need for a proposer or seconder. This is regardless of whether the officer was elected or co-opted into the position.

10) Eligibility to Vote – All matters

(a) All financially current adult members including Life members and Corporate members may vote. This is classes as per section 4 b) i), ii), iv) & vi).

(b) For the removal of doubt, Youth members Class 4 b) iii) and Publications members class 4 b) v) are not entitled to vote.

(c) Members who are in arrears due to late payment as at 31st March of the current financial year will not receive notification of meetings and will not be entitled to vote.

11) Voting - election of officers:

(a) If more than one nomination is received before the closing date or the incumbent officer wishes to stand again and another one or more nominations are received for that position, then a vote will be held. All members will be advised if a vote is required through the NZSS e-group.

(b) In the event of no nominations being received before the closing date, the retiring Council members shall be held to be re-elected, provided that prior to the AGM they have agreed to continue in the position.

(c) If only one nomination is received and the incumbent officer does not wish to continue such nominee shall be deemed to be elected without a vote.

(d) If there are no nominations received by the closing date and the incumbent does not wish to stand again then nominations will be called for at the AGM. Any such nominations must have a proposer and a seconder and the member must be present at the meeting and clearly indicate their willingness to take on the position.

(e) If only one nomination is received at the AGM such nominee shall be deemed to be elected without a vote.

(f) If more than one nomination is received at the AGM, then a vote will be held immediately following the AGM with all members being able to participate. All members will be advised that a vote is required through the NZSS e-group.

(g) If the incumbent officer is standing down and no nominations are received, either prior to the meeting or at the AGM, then the position shall remain open and the other Council officers will endeavour to fill by co-option.

(h) Any member not able to participate in the intended voting method (e.g. electronic when available) should contact council to determine an alternative method suitable to their needs.

12) Duties of Council and Officers:

(a) The Council shall take an active part in furthering the objects of the Society, and co-ordinate constituent Groups. The Council shall decide all matters of policy subject to the directions given by the membership in AGM’s and SGM’s.

(b) The Council shall meet at intervals not greater than four months, at a time and place to be decided from time to time.

(c) A majority of the Council shall constitute a quorum at Council meetings.

(d) The President shall chair all meetings. In their absence all Presidential duties will be assumed by the Vice-President or in their absence by direction of the Council.

(e) Detailed Position descriptions for Council positions are contained in the NZSS Handbook.

13) Annual General Meetings:

(a) The Annual General Meeting shall be held at 6.00pm on the Saturday immediately before New Zealand Labour Day which is the 4th Monday in October each year.

(b) Because of the diverse geographic spread of members, the AGM is not a suitable forum for voting on any issues including the election of officers. All members must be given the opportunity to participate.

(c) At the AGM council officers will present their reports and members can raise questions relating to those reports.

(d) If members, who are eligible to vote, wish any matters to be raised under ‘General Business’ these must be received in writing by the Secretary by the 3rd Monday in each October.

(e) A simple majority of those members eligible to vote and present at an AGM shall decide if any matter raised at the meeting is to be taken to a vote of all members.

(f) A quorum at any AGM of the Society shall be not less than ten percent of the current membership of the Society at the time the meeting is held.

14) Special General Meetings:

(a) The Council may at any time, and shall within ten days after the receipt of a requisition signed by at least ten members and specifying the resolutions to be considered thereat, convene a Special General Meeting for any specific purpose.

(b) A SGM may also be called at any time by the President.

(c) A simple majority of those members eligible to vote and present at a SGM convened by either the president or members under 14 (a) shall decide if any matter raised at the meeting is to be taken to a vote of all members.

(d) A quorum at any SGM of the Society shall be not less than ten percent of the current membership of the Society at the time the meeting is held.

15) Finances:

(a) All funds shall be deposited in bank accounts to the credit of the Society, except for Petty Cash not exceeding $100.

(b) Withdrawals from and transfers between the Society's bank accounts shall be jointly signed/approved by the Business Manager and one other council member.

(c) The Business Manager will manage surplus funds in a manner that optimises interest income yet retains day to day working functionality of the Society’s finances. No term deposits or investments shall be made with financial institutions other than the Society’s trading bank.

(d) The Society may lend or borrow money with the agreement of two thirds of all Council members.

16) No Private Benefit

a) Any income, benefit, or advantage must be used to advance the charitable purposes of the organisation.

b) No member of the organisation, or anyone associated with a member, is allowed to take part in, or influence any decision made by the organisation in respect of payments to, or on behalf of, the member or associated person of any income, benefit, or advantage.

c) Any payments made to a member of the organisation, or person associated with a member, must be for goods or services that advance the charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties.

17) Winding Up:

In the event of the winding up of the Society, any property remaining after satisfying outstanding liabilities shall not be distributed among the members, but shall be given to an appropriate registered charitable body as the Council may decide (such as the Waitomo Caves Museum Society Incorporated, while it is a charitable body).

18) Alteration of Constitution:

(a) The Constitution of the Society may be altered, added to, or rescinded by a two-thirds majority of all members eligible to vote who are in favour of the change taken from a count of all replies received within one month of mailing a postal voting paper and the calling for a vote electronically to the NZSS e-group.

(b) For members not on the NZSS e-group one voting paper shall be mailed to each member eligible to vote at his/her most recent address as recorded by the Society's current membership list.