Numismatic Society of Auckland
(Incorporated)
Constitution (2024)
Adopted at the SGM on 12 February 2024
1 INTRODUCTION
1.1 Name
The name of the society is Numismatic Society of Auckland Incorporated, and
in this Constitution, is referred to as the Society.
1.2 Registered office
The Registered Office of the Society shall be at such place in New Zealand as the Committee from time to time determines, and changes to the Registered Office shall immediately be notified to the Registrar of Incorporated Societies in a form and as required by the Statute.
1.3 Definitions
In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
‘Act’ means the Incorporated Societies Act (2022), where it supersedes 1908, 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’ (AGM) 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.
‘Associated Person’ means a person who; (i) may obtain a financial benefit from any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) where that person is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of that Member; (ii) may have a financial interest in a person to whom any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society) relates; (iii) is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the Society)
relates; (iv) may be interested in the matter because the Society’s constitution so provides. But, no such Member shall be deemed to have any such interest; (i) merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under this Act; or; (ii) if that Member’s interest is the same or substantially the same as the benefit or interest of all or most other members of the Society due to the membership of those members or; (iii) if that Member’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence that Member in carrying out that Member’s responsibilities under this Act or the Society’s constitution or; (iv) if that Member is an officer of a union and that Member’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.
‘Chair/President’ means the Officer and Committee Member responsible for, among other things, overseeing the governance and operations of the Society and chairing General Meetings.
‘Clear Days’ means complete days, excluding the first and last named days (for instance, excluding the date a Notice of meeting is posted or sent to Members and the date of the meeting).
‘Committee’ means the Society’s governing body, which comprises all the persons elected at the AGM to a position in the Society.
‘Committee Member’ means a member of the Committee. ‘Constitution” means the clauses in this document
‘Deputy Chair/Vice President’ means the Officer and Committee Member elected or appointed to deputise in the absence of the Chair/President.
‘Executive’ means a sub-set of the Committee, who collectively make decisions on day-to-day Society matters.
‘Financial Member’ means a Member of the Society who is current with respect to their subscription.
‘General Meeting’ means an ordinary meeting of Members of the Society, which are scheduled periodically.
‘Matter’ means (a) the Society’s performance of its activities or exercise of its powers; or (b) an arrangement, agreement, or contract or transaction, made or entered into, or proposed to be entered into, by the Society.
‘Member’ means a person properly admitted to the Society who has not ceased to be a member of the Society.
‘Notice’ to Members includes any notice given by post, courier or email; 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 Member who has been elected to a position in the Society. ‘Register of Interests’ means the register of interests of Committee Members
kept under this Constitution.
‘Register of Members’ means the register of Members kept under this
Constitution.
‘Secretary’ means the Officer and Committee Member responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording the minutes of General Meetings and Committee meetings.
‘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 and Committee Member responsible for, among other things, overseeing the finances of the Society.
2 PURPOSE
2.1 The primary objectives of the Society are to encourage and promote the study and art of numismatics and kindred subjects by the holding of meetings for the exhibition of specimens and the giving of talks, papers, essays and lectures; by the holding of displays to interest the general public; by the issuing of publications; by assisting members and interested persons generally in studying and acquiring coins, tokens, medals and decorations, seals, paper currency, cheques, exonumia, paranumistica and kindred objects and material relating thereto; and by such other methods as may, to the Society, seem to promote numismatics.
2.2 The Society may acquire, hold, and dispose of any real or personal property and any rights and privileges which the Society shall think necessary or convenient for the purpose of attaining the objects of the Society or any of them or promoting the interests of the Society or its members.
2.3 The Society may do all such other things as are incidental or conducive to the attainment of the above objects or which may enhance the value of the Society’s assets.
2.4 The Society must not operate for the purpose of, or with the effect of:
2.4.1 any Member of the Society deriving any personal financial gain from membership of the Society, other than as may be permitted by law, or
2.4.2 returning all or part of the surplus generated by the Society’s operations to Members, in money or in kind, or
2.4.3 conferring any kind of ownership in the Society’s assets on Members but the Society will not operate for the financial gain of Members simply if the Society:
2.4.4 engages in trade,
2.4.5 for matters that are incidental to the purposes of the Society, pays a Member of the Society that is a body corporate that is not, or are the trustees of a trust that are not, carried on for the private pecuniary profit of any individual,
2.4.6 reimburses a Member for reasonable expenses legitimately incurred on behalf of the Society or while pursuing the Society’s purposes,
2.4.7 provides benefits to members of the public or of a class of the public and those persons include Members or their families,
2.4.8 pays a Member a salary or wages or other payments for services to the Society on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms),
2.4.9 pays any Member interest at no more than current commercial rates on loans made by that Member to the Society, or
2.4.10 provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Society.
2.5 No Member, or Associated Person, is allowed to take part in, or influence any decision made by the Society in respect of payments to, or on behalf of, the Member or Associated Person of any income, benefit, or advantage.
2.6 Any payments made to a Member or Associated Person must be for goods and services that advance the charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties.
3 CULTURE
3.1 The purpose of the Society, in promoting numismatics, involves a subset of human cultural activity, concerning media of exchange, as described in 2.1, and this Constitution shall be interpreted having regard to that aspect of all cultures, including tikanga o Māori.
4 POWERS
4.1 Concerning the Act and Regulations. Nothing in this Constitution authorises the Society to do anything which contravenes or is inconsistent with the Statute, any regulations made under the Statute, or any other legislation.
4.2 Subject to this Constitution and any resolution of any General Meeting the Committee may:
4.2.1 exercise all the Society‘s powers, other than those required by the Act or by this Constitution to be exercised by the Society in General Meeting, and
4.2.2 enter into contracts on behalf of the Society or delegate such power to a Committee Member, sub-committee, employee, or other person.
- 4.3 The Society does not have the power to borrow money.
- 4.4 Other powers, in addition to its statutory powers, enable the Society to: 4.4.1 use its funds to pay the costs and expenses to advance or carry
out its purposes, and to employ or contract with such people as may be appropriate, and
4.4.2 invest in any investment in which a trustee may lawfully invest.
5 MEMBERSHIP
5.1 The minimum number of Members the Society shall maintain is the minimum number of Members required by the Act. However, if no such minimum is specified, the minimum number is the quorum defined in 13.10.
5.2 The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
5.2.1 Member is an individual or body corporate admitted to membership under this Constitution and who or which has not ceased to be a Member,
5.2.2 Honorary Member is a non-member who is chosen to be honoured for services to the Society or in an associated field. Such a person may be proposed and elected as an Honorary Member by resolution of the Executive.
An Honorary Member cannot vote and has no membership rights, privileges, or duties. Members who became Honorary before 2022 are now deemed to be a Life Member.
5.2.3 Institutional Member is a body corporate admitted to membership but for whom subscriptions are waived. An organisation may be proposed and elected as an Institutional Member by resolution of the Executive. An Institutional Member cannot vote and has no membership rights, privileges, or duties,
5.2.4 Life Member is an existing Member of the Society honoured for highly valued services to the Society proposed and elected as a Life Member by resolution of the Executive. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except subscriptions are waived.
5.3 Any person genuinely interested in any branch of numismatics, within New Zealand or overseas, shall be eligible for membership of the Society.
5.4 Every applicant for membership must consent in writing to becoming a
Member.
5.5 The process for becoming a member require an applicant to complete and sign any application form, supply any information, or attend an interview, as required by the Executive.
5.6 Candidates for admission to membership must be proposed and seconded by members of the Society, and each proposal for membership shall be examined by the Executive. They may accept or decline an application for membership, and must advise the applicant of its decision, but are not required to provide reasons for that decision.
5.7 If application is approved, it shall then be submitted to a General Meeting. Candidates shall be elected by a majority of those present at any General Meeting at which the proposal is made, or at any subsequent General Meeting to which the proposal may be adjourned.
5.8 Every Member shall provide the Society with that Member’s name and email address. It is optional to provide further contact details (including postal address and telephone number). Members must advise the Society of any changes to their details provided.
5.9 Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.
5.10 All Members (including Committee Members) shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
5.11 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) if all subscriptions and any other fees have been paid to the Society by due date, but no Member of any class is liable for an obligation of the Society by reason only of being a Member.
5.12 Any Institutional Member, a body corporate, shall provide the Secretary with the name and contact details of the person who is the organisation’s authorised representative, and that person shall be deemed to be the organisation’s proxy for the purposes of voting at General Meetings.
5.13 The Executive shall be empowered to bestow, after due consideration, a Life Membership upon any Member who has, in the opinion of the Executive, rendered exceptional service to the Society. Such a Life Membership shall relieve the chosen Member of the obligation to pay annual membership subscriptions for the term of his or her membership.
5.14 The Executive shall be empowered to bestow, after due consideration, an Honorary on a non-Member in recognition of services to the Society or the field of numismatics.
5.15 An eligible Member is a financially current Member of the Society. An eligible Member may nominate a fellow Member for Honorary or Life Membership, the nomination then to be considered by the Executive. Such nominations should be addressed in writing to the Secretary.
5.16 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, including any conditions of and fees for such access or use.
5.17 Only financial and Life Members of the Society shall have the right to vote on, or to propose or second, motions, but any person may take part in any discussion at any meetings of the Society.
5.18 It shall be competent for the Executive to reimburse expenditure incurred by Members on behalf of the Society providing that valid receipts are presented to the Treasurer, but it shall also be the duty of the Executive to prohibit private pecuniary gain by members from their membership of the Society.
5.19 A Member ceases to be a Member:
5.19.1 on death (or if a body corporate on liquidation or if a partnership on dissolution of the partnership), or
5.19.2 by resignation from that Member’s class of membership by notice to the Secretary, or
5.19.3 a member will cease to be a member after non-payment of their subscription for one year, or
5.19.4 on termination of a Member’s membership following a dispute resolution process under this Constitution with effect from the death of the Member or the date of receipt by the Secretary, or any subsequent date stated in the notice of resignation, or termination of membership following a dispute resolution process under this Constitution.
5.20 A Member who resigns or whose membership is terminated under this Constitution:
5.20.1remains liable to pay all subscriptions and other fees to the Society’s next balance date,
5.20.2 shall cease to hold himself or herself out as a Member of the Society, and
5.20.3 shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks and manuals),
5.20.4 shall cease to be entitled to any of the rights of a Society Member.
5.21 A member’s name may be removed from the Register of Members if the Executive decides unanimously after interviewing the member if desired, that such a course is advisable in the interests of the Society, and thereupon such member shall cease to be a member of the Society. Failing a unanimous decision of the Executive, a three-fourths majority of a General Meeting taken by secret ballot shall be required for such removal.
5.22 Any former Member may apply for re-admission in the manner prescribed for new applicants, except in the case of 5.23.
5.23 If a former Member’s membership was terminated following a dispute resolution process, the applicant may be re-admitted only at an Annual General Meeting on the recommendation of the Committee.
6. SUBSCRIPTIONS AND FEES
6.1 The annual membership subscription shall be determined by the Executive or set by a vote at an Annual General Meeting.
6.2 Any person desirous of joining the Society after the first day of March in any year shall pay only half the annual subscription for that year.
6.3 Subscriptions are due on, and should be paid by, the date of the Annual General Meeting.
6.4 Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 3 calendar month(s) of the date the same was due for payment shall be considered as non-financial and ineligible, and at the discretion of the Executive, shall have no membership rights until all the arrears are paid. If such arrears are not paid within one year of the due date for payment of the subscription, any other fees, or levy the Executive may terminate the Member’s membership without being required to give prior notice to that Member.
7 OFFICERS
7.1 Members, who are natural persons, may stand for election at an Annual General Meeting to an official position in the Society, becoming an Officer, unless they are disqualified due to this Constitution and the Act as detailed in 7.2.
7.2 The following persons are disqualified from being appointed or holding office in the Society:
7.2.1 a person who is under 16 years of age,
7.2.2 a person who is an undischarged bankrupt,
7.2.3 a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993,
7.2.4 a person who is disqualified from being a member of the Committee of a charitable entity under section 31(4)(b) of the Charities Act 2005,
7.2.5 a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
7.2.5.1 an offence under subpart 6 of Part 4,
7.2.5.2 a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),
7.2.5.3 an offence under section 143B of the Tax Administration Act 1994,
7.2.5.4 an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs 7.2.5.1, 7.2.5.2 and 7.2.5.3,
7.2.5.6 a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere,
7.2.6 a person subject to:
7.2.6.1 an order under section 108 of the Credit Contracts and Consumer Finance Act 2003; or
7.2.6.2 a forfeiture order under the Criminal Proceeds (Recovery) Act 2009; or
7.2.6.3 a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
7.3 At each Annual General Meeting the eligible Members of the Society shall elect a Patron, and an Executive Committee consisting of President, Vice President, Secretary, Treasurer, and up to five standing Committee members.
7.4 All candidates for a position of Officer other than that of Patron shall be members of the Society and shall be nominated by two Members and such nominations in writing must be lodged with the Secretary thirty days before the date appointed for the Annual General Meeting. Notice of all such nominations received shall be sent to all Members of the Society by the Secretary with the notice of the Annual General Meeting. If nominations received thirty days before the Annual General Meeting exceed the number of offices to be filled, any member may vote by post.
7.5 In the absence of nominations in advance, the Annual General Meeting shall elect the Officers.
7.6 The duties of the Secretary shall be to record minutes of proceedings at meetings, prepare and issue reports of meetings and conduct the general business and correspondence of the Society.
7.7 The duties of the Treasurer shall be to receive all monies on behalf of the Society and to account for the same, to keep proper books of account and to pay all accounts after being authorised by the Executive to do so. He shall submit to the Executive a balance sheet of the assets and liabilities of the Society and a statement of receipts and expenditure for the financial year (currently 1 August to 31 July) duly audited or reviewed for presentation to the Annual General Meeting. The Treasurer may delegate day-to-day responsibilities to the President and Secretary, by prior agreement.
7.8 At the Annual General Meeting, or a subsequent General Meeting, the Members may appoint an Auditor or Reviewer, depending upon statutory requirements and prevailing professional practice for the size and nature of the Society’s financial affairs and latest accounts.
7.9 The Auditor or Reviewer must not be a Member of the Society, and their audit or review will cover the Treasurer’s books and the accounts of one or more previous financial years, and to certify as to their accuracy.
7.10 All Officers shall retire at the Annual General Meeting following their election, but shall be eligible for re-election.
8 GENERAL MEETINGS
8.1 A General Meeting will be held periodically, usually monthly, at the discretion of the Executive.
8.2 No General Meeting may be held unless at least three Members attend, who must be two of the Executive and one other eligible financial Member. This will constitute a quorum.
8.3 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 Chair/President of the Society, and if at such adjourned meeting a quorum is not present those present in person or by proxy shall be deemed to constitute a sufficient quorum. Any decisions made when a quorum is not present are not valid.
8.4 General Meetings may be held at one or more venues using any real- time audio, audio and visual, or electronic communication that gives each member a reasonable opportunity to participate.
8.5 All General Meetings shall be chaired by the Chair/President. If the Chair/President is absent, the Deputy Chair/Vice President shall chair that meeting.
8.6 Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
8.7 Any person chairing a General Meeting may:
8.7.1 with the consent of any that General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place,
8.7.2 direct that any person not entitled to be present at the General Meeting, obstructing the business of the meeting, behaving in a disorderly manner, being abusive, or failing to abide by the directions of the chairperson be removed from the meeting, and
8.7.3 in the absence of a quorum or in the case of emergency, adjourn the meeting or declare it closed.
8.8 The Committee may put forward motions for the Society to vote on Committee Motions, which shall be notified to Members with the notice of the General Meeting.
8.9 Any Member may request that a motion be voted on a Member’s Motion at a General Meeting, by giving notice to the Secretary at least thirty Clear Days before that meeting. The Member may also provide information in support of the motion, known as Member’s Information.
8.10 Voting shall be by simple majority, and be determined by a show of hands, except in the election of Officers and thereby the standing Committee where the vote shall be by ballot. The Chair/President shall have one casting vote where necessary as well as a deliberative vote.
8.11 An agenda with the order of business shall be prepared by the Chair/President and Secretary, and read by the Chair/President at the opening of each meeting. All there-on shall take precedence over all other business. Any new business may be introduced after the business on the agenda has been completed, when any member desirous of introducing business for the consideration of the meeting may do so, preferably in writing, or he may give notice of motion to be discussed at a further meeting.
8.12 All financial Members may attend, speak and vote at General Meetings: 8.12.1 in person, or
8.12.2 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 Secretary before the commencement of the General Meeting, or
8.12.3 through the authorised representative of a body corporate as notified to the Secretary, and
8.12.4 no other proxy voting shall be permitted.
8.13 Visitors should be encouraged to attend General Meetings and should be introduced to the Chair/President preferably before the meeting commences, or at any refreshment break during proceedings.
8.14 Prospective new members shall be introduced to the Executive present at the General Meeting, and their contact details provided to the Executive.
9 ANNUAL GENERAL MEETINGS
9.1 An Annual General Meeting (AGM) shall normally be held during the month of September each year, but may be deferred by the Executive. It is to be held once a year on a date and at a location determined by the Executive and consistent with any requirements in the Act, and this Constitution relating to the procedure to be followed at General Meetings shall apply.
9.2 At least seven Clear Days notice of the date, time and place of an Annual General Meeting of the Society shall be given to members by email or post at their last known address. Non-receipt of such circular shall not invalidate the proceedings at any meeting.
9.3 The business of an Annual General Meeting shall be to:
9.3.1 confirm the minutes of previous Society Meeting(s),
9.3.2 adopt the annual report on Society business,
9.3.3 adopt the Treasurer’s report on the finances of the Society, and the annual financial statements,
9.3.4 review or set any subscriptions for the current financial year, 9.3.5 elect Members to all official positions, becoming Officers, 9.3.6 consider any Motions,
9.3.7 consider any general business.
9.4 The Committee must, at each Annual General Meeting, present the following information:
9.4.1 an annual report on the affairs of the Society during the most recently completed accounting period,
9.4.2 the annual financial statements for that period, and
9.4.3 notice of any disclosures of conflicts of interest made by Committee Members during that period, including a brief summary of the matters, or types of matters, to which those disclosures relate.
10 SPECIAL GENERAL MEETINGS
10.1 A Special General Meeting may be called at any time by the Committee by resolution. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least twenty per cent of eligible Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.
10.2 The procedures which are 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.
10.3 The procedure is the Committee shall give all Members at least thirty Clear Days’ Notice of any Special General Meeting and of the business to be conducted.
10.4 The Special General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.
11 MOTIONS AND AMENDMENTS
11.1 The first proposition on any particular subject shall be known as the original Motion and all succeeding propositions on that subject shall be called amendments.
11.2 Every Motion and amendment must be moved and seconded by members actually present at the meeting before they can be discussed. Wherever possible, they should be in writing.
11.3 When a Motion has been put before the meeting the Chair/President shall ensure that the exact wording of the mover has been recorded, and will then ask for a seconder.
11.4 When an amendment is moved to an original Motion no further amendment will be discussed until the first amendment is disposed of.
11.5 A substantive Motion is a motion in its amended form. If an amendment be carried, it displaces the original motion and itself becomes the substantive Motion, where-upon any further amendment relating to any portion of the substantive motion may be moved, provided it is consistent with the business and has not been covered by an amendment or motion previously rejected. The surviving proposition shall be put to the vote as the main question, and, if carried, shall then become a resolution of the meeting.
11.6 Withdrawals or additions. No Motion or amendment which has been accepted by the Chair shall be withdrawn without the unanimous consent of the meeting. Neither shall anything be added to a Motion which has once been accepted by the Chair/President, without such full consent. Should any member dissent, the addendum must be proposed and seconded and treated as an ordinary amendment.
11.7 Notices of Motion shall be sent to the Secretary, in writing, not less than twenty-one calendar days before the meeting at which they are to be discussed.
11.8 No resolution involving important issues of policy or finance shall be passed at any meeting unless every member eligible to attend such meeting has been duly notified and given the opportunity to be present.
12. MINUTES
12.1 Minutes must be kept by the Secretary of all General, Annual and Special meetings.
12.2 The Secretary shall read the Minutes of the previous meeting, but no motion or discussion shall be allowed on the Minutes except in regard to their accuracy. Any questions arising out of the Minutes shall be debated under General Business.
12.3 The role of Secretary for minute-taking and reading may be delegated to another Member of the Executive who is present at the meeting.
13 COMMITTEES
13.1 Committees will consist of Officers of the Society and any appointees who are not disqualified by 7.2.
13.2 Members when consenting to committee membership are asserting their qualification. Prior to election or appointment, every Committee Member must
consent in writing to be a Committee Member and thereby certify that they are not disqualified from being appointed or holding office as restricted by 7.2.
13.3 From the end of each Annual General Meeting until the end of the next, the Society shall be governed by the Committee, which shall be accountable to the Members for the advancement of the Society’s purposes and the implementation of resolutions approved by any General Meeting. The Committee includes the all elected Officials of the Society.
13.4 The Executive Committee consists of the President, Vice President, Secretary, Treasurer, and as many standing Committee members as shall be decided upon from time to time, shall be known as the Executive with full powers of administration and authority to deal with the day-to-day affairs of the Society.
13.5 Committee Members shall be the Officers elected during Annual General Meetings. However, if a vacancy in the position of any Committee Member 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 a Committee Member by 7.2.
13.6 A candidate’s written nomination, accompanied by the written consent of the nominee, who must be a financial member, with a certificate that the nominee is not disqualified from being appointed or holding office as a Committee Member by this Constitution or the Act, shall be received by the Secretary at least thirty Clear 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.
13.7 Any persons or group of persons may be appointed to perform any duty or to investigate any matter on behalf of the Society and where “power to act” is given by a General Meeting such person or group shall have complete authority to carry out the duties delegated subject only to a final report being submitted to the Society.
13.8 When voting in a Committee, the Chair/President has one vote. Where a difference of opinion on a proposition at a meeting of the Committee occurs, a vote shall be taken and the numbers of those voting for and against and of those abstaining from voting shall be stated in the Minutes.
13.9 A Motion put forward in Committee shall not require to be seconded.
13.10 A quorum for the Committee shall consist of a Chair/President and four other Committee Members.
13.11 A unanimous decision by the Committee becomes final for the Society. A majority decision may be brought forward as a recommendation to the members at any meeting.
13.12 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.
13.13 Two Members, who are not nominees, or non-Members appointed by the Chair/President shall act as scrutineers for the counting of the votes and destruction of any voting papers.
13.14 ThefailureforanyreasonofanyfinancialMembertoreceivesuchNotice shall not invalidate the election.
13.15 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.
13.16 The quorum for Committee meetings is at least half the number of Committee Members.
13.17 The term of office for all Committee Members shall be 1 (one) year, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Committee Member’s term of office.
13.18 Removal of a Committee Member proceeds as follows. Where a complaint is made about the actions or inaction of a Committee Member, and not in the Committee Member’s capacity as a Member of the Society, the following steps shall be taken:
13.18.1 the Committee Member who is the subject of the complaint, must be advised of all details of the complaint,
13.18.2 the Committee Member who is the subject of the complaint, must be given adequate time to prepare a response,
13.18.3 the complainant and the Committee Member who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Committee, excluding the Committee Member who is the subject of the complaint, if it considers that an oral hearing is required,
13.18.4 any oral hearing shall be held by the Committee, excluding the Committee Member who is the subject of the complaint, and/or any oral or written statement or submissions shall be considered by the Committee, excluding the Committee Member who is the subject of the complaint,
13.18.5 if the complaint is upheld the Committee Member may be removed from the Committee by a resolution of the Committee or of a General Meeting, in either case passed by a simple majority of those present and voting.
13.19 A Committee Member shall be deemed to have ceased to be a Committee Member if that person ceases to be a Member.
13.20 Each Committee Member shall within seven Clear Days of submitting a resignation or ceasing to hold office, deliver to the Secretary all books, papers and other property of the Society held by such former Committee Member.
13.21 At all times each Committee Member:
13.21.1 shall act in good faith and in what he or she believes to be the
best interests of the Society,
13.21.2 must exercise all powers for a proper purpose,
13.21.3 must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,
13.21.4 when exercising powers or performing duties as a Committee Member, 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 Committee Member and the nature of the responsibilities undertaken by the Member,
13.21.5 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 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, and
13.21.6 must not agree to the Society incurring an obligation unless the Member believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.
13.22 Sub-committees may be appointed by the Committee, and consist of such persons, whether or not Members of the Society, and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:
13.22.1 the quorum of every sub-committee is half the members of the sub-committee,
13.22.2 no sub-committee shall have power to co-opt additional members,
13.22.3 a sub-committee must not commit the Society to any financial expenditure without express authority, and
13.22.4 a sub-committee must not further delegate any of its powers.
13.23 Non-members may be appointed to a committee. Any person who has specialised knowledge or exceptional ability may be asked to assist the Committee and the Executive in furthering the aims and objects of the Society.
13.24 The frequency of Committee meetings is to be set as required and at such times and places and in such manner, including by audio, video, or electronic communication, as it may determine and otherwise where and as convened by the Chair/President or Secretary.
13.25 The Committee and any sub-committee may act by resolution approved in the course of a telephone conference call 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 meeting.
13.26 Other than as prescribed by the Act or this Constitution, the Committee or any sub-committee may regulate its proceedings as it thinks fit.
13.27 Subject to the Act, this Constitution and the resolutions of General Meetings, the decisions of the Committee on the interpretation of this Constitution and all matters dealt with by it in accordance with this Constitution and on matters not provided for in this Constitution shall be final and binding on all Members.
14. CONFLICTS OF INTEREST
14.1 A conflict of interest occurs if a member of the Committee and/or of a sub-committee has a personal or outside interest in a Matter of the Committee and/or sub-committee, hence:
14.1.1 may obtain a financial benefit from the Matter; or
14.1.2 is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of a person who may obtain a financial benefit from the Matter; or
14.1.3 may have a financial interest in a person to whom the Matter relates; or
14.1.4 is a partner, director, member of the Committee and/or sub- committee, board member, or trustee of a person who may have a financial interest in a person to whom the Matter relates.
14.2 However, a member of the Committee and/or sub-committee is not interested in a Matter:
14.2.1 merely because the member of the Committee and/or sub- committee receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or
14.2.2 if the member of the Committee’s and/or sub-committee’s interest is the same or substantially the same as the benefit or interest of all or most other Members due to the membership of those Members; or
14.2.3 if the member of the Committee’s and/or sub-committee’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the member of the Committee in carrying out the member of the Committee’s and/or sub-committee’s responsibilities under the Act or this Constitution; or
14.2.4 if the member of the Committee and/or sub-committee is a member of the committee of a union and the member of the Committee’s and/or sub-committee’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.
14.3 A member of the Committee and/or sub-committee who is interested in a matter relating to 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):
14.3.1 to the Committee and/or sub-committee; and
14.3.2 in a Register of Interests kept by the Committee.
14.4 Disclosure must be made as soon as practicable after the member of the Committee and/or sub-committee becomes aware that they are interested in the Matter.
14.5 A member of the Committee and/or sub-committee who is interested in a Matter:
14.5.1 must not vote or take part in the decision of the Committee and/or sub-committee relating to the matter; and
14.5.2 must not sign any document relating to the entry into a transaction or the initiation of the matter; but
14.5.3 may take part in any discussion of the Committee and/or sub- committee relating to the matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub- committee decides otherwise).
14.6 However, a member of the Committee and/or sub-committee who is prevented from voting on a Motion may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.
14.7 Where 50 per cent or more of Committee Members 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 members agree otherwise, and where 50 per cent or more of the members of a sub-committee are prevented from voting on a matter because they are interested in that matter, the Committee shall consider and determine the matter.
15. REGISTER OF MEMBERS
15.1 The Secretary shall keep an up-to-date Register of Members, recording for each Member their name, contact details, the date they became a Member, and any other information required by this Constitution or prescribed by Regulations under the Act.
15.2 The information contained in the Register of Members shall include each Member’s:
15.2.1 class of membership
15.2.2 email address
15.2.3 the date the Member became a Member
15.2.4 whether the Member is financial (eligible) or non-financial
15.3 Every Member shall promptly advise the Secretary of any change of their contact details.
15.4 Access to the Register of Members shall be available with reasonable notice and at reasonable times, whereby the Executive shall make the Register of Members available for inspection by Members and Committee Members. However, no access will be given to information on the Register of Members to Members or any other person, other than as required by law.
16 REGISTER OF INTERESTS
16.1 The Secretary shall at all times maintain an up-to-date register of the interests disclosed by Committee Members.
16.2 A Member may at any time make a written request to a society for other information held by the Society and be granted access. The request must specify the information sought in sufficient detail to enable the information to be identified.
16.3 The Society must, within a reasonable time after receiving a request: 16.3.1 provide the information, or
16.3.2 agree to provide the information within a specified period, or
16.3.3 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
16.3.4 refuse to provide the information, specifying the reasons for the refusal.
16.4 Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if:
16.4.1 withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
16.4.2 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
16.4.3 the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
16.4.4 withholding the information is necessary to maintain legal professional privilege, or
16.4.5 the disclosure of the information would, or would be likely to, breach an enactment, or
16.4.6 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
16.4.7 the request for the information is frivolous or vexatious.
16.5 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:
16.5.1 that the Member will pay the charge; or
16.5.2 that the Member considers the charge to be unreasonable.
16.6 Nothing in this Rule limits Information Privacy Principle 6 of the Privacy
Act 2020.
17 FINANCES
17.1 The funds and property of the Society shall be controlled and managed, by being:
17.1.1 invested and disposed of by the Committee, subject to this Constitution, and
17.1.2 devoted solely to the promotion of the purposes of the Society.
17.2 All monies received by or on behalf of the Society shall forthwith be paid to the credit of the Society in an account with such bank or savings bank as determined from time to time by the Executive.
17.3 The Executive may invest any of the Society’s funds not required for immediate use and in such manner as it deems best in the interests of the Society.
17.4 The Society‘s financial year shall commence on 1 August of each year and end on 31 July, the latter date being the Society’s balance date.
17.5 Shareholder. The Numismatic Society of Auckland is a non-profit incorporated society with a constitution that prohibits distribution of property in any form to a member, proprietor, or shareholder; hence the distribution of property in any form to a Member, proprietor or shareholder is not permitted.
17.6 No member of the Numismatic Society of Auckland or any person associated with a member shall participate in or materially influence any decision made by the Numismatic Society of Auckland, in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever. Any such income shall be reasonable and relative to that which would be paid in an arm’s length transaction, being open market value.
17.7 No addition to, deletion from or alteration of the objects, personal benefit clause or the winding up clause shall be made which affect the tax-exempt status/not-for-profit status. No addition to, deletion from or alteration of the organisation’s Constitution shall be made which would allow personal pecuniary profits to any individuals.
17.8 The provisions and effect of clause 17.7 shall not be removed from this document and shall be included and implied into any document replacing this document.
18 DISPUTE RESOLUTION
18.1 These disputes procedures are designed to enable and facilitate the fair, prompt and efficient resolution of grievances and complaints.
18.2 Any grievances of members relating to their rights and interests as Members, and any complaints concerning the alleged conduct or discipline of members, collectively referred to as a dispute.
18.3 A dispute raised by a Member, or a complaint raised by anyone, is to be lodged by the complainant with the Secretary in writing and must provide such details as are necessary to identify the details of the grievance or complaint. All Members, including the Committee, are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society’s activities.
18.4 The complainant raising a grievance or complaint, and the Committee, must consider and discuss whether a grievance or complaint may best be resolved through informal discussions, mediation or arbitration. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
18.5 Rather than investigate and deal with any grievance or complaint, the Committee may:
18.5.1 appoint a sub-committee to deal with the same, or
18.5.2 refer the same to an external arbitrator, arbitral tribunal, or external visitor (or referee), so long as minimum standards of natural justice and the following requirements under this rule are satisfied.
18.6 The Committee or any such sub-committee or person considering any grievance or complaint is referred to hereafter as the “decision-maker”. The decision-maker:
18.6.1 shall consider whether to investigate and deal with the grievance or complaint, and
18.6.2 may decline to do so (for instance, if the decision-maker is satisfied that the complainant has insufficient interest in the matter or otherwise lacks standing to raise it; the matter is trivial or does not appear to disclose material misconduct or material; the matter raised appears to be without foundation or there is no apparent evidence to support it; some damage to Members’ interests may arise; or the conduct, incident, event or issue has already been investigated and dealt with by the Society).
18.7 Where the decision-maker decides to investigate and deal with a grievance, the following steps shall be taken:
18.7.1 The complainant and the Member, or the Society which is the subject of the grievance, must be advised of all details of the grievance.
18.7.2 The Member, or the Society which is the subject of the grievance, must be given an adequate time to prepare a response.
18.7.3 The complainant and the Member, or the Society which is the subject of the grievance, must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required.
18.7.4 Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
18.8 Where the decision-maker decides to investigate and deal with a complaint, the following steps shall be taken:
18.8.1 The complainant and the Member complained against must be advised of all allegations concerning the Member, and all details of the complaint.
18.8.2 The Member complained against must be given an adequate time to prepare a response.
18.8.3 The Member complained against must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision- maker considers that an oral hearing is required.
18.8.4 Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
18.9 A Member may not make a decision on, or participate as a decision- maker in regards to a grievance or complaint, if two or more Committee Members, or the decision-maker, consider that there are reasonable grounds to infer that the person may not approach the grievance or complaint impartially, or without a predetermined view. Such a decision must take into account the context of the Society and the particular case, and may include consideration of facts known by the other Members about the decision-maker, so long as the decision is reasonably based on evidence that proves or disproves an inference that the decision-maker might not act impartially.
18.10 Resolving dispute. The decision-maker may:
18.10.1 dismiss a grievance or complaint, or
18.10.2 uphold a grievance and make such directions as the decision- maker thinks appropriate, with which the Society and Members shall comply, or
18.10.3 uphold a complaint and:
18.10.4 reprimand or admonish the Member, and/or
18.10.5 suspend the Member from membership for a specified period, or terminate the Member’s membership, and/or
18.10.6 order the complainant (if a Member) or the Member complained against, to meet any of the Society’s reasonable costs in dealing with a complaint.
19 WINDING UP
19.1 The Society may be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.
19.2 To commence the process, the Secretary shall give Notice to all Members of the proposed motion to wind up the Society, or remove it from the Register of Incorporated Societies and of the General Meeting at which any such proposal is to be considered, of the reasons for the proposal, and of any recommendations from the Committee in respect to such notice of motion.
19.3 Any resolution to wind up the Society or remove it from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.
19.4 If the Society is wound up, or liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
19.5 On the winding up or 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 trustees of the Auckland War Memorial Museum.
19.6 However, on winding up by resolution under this rule, the Society may approve a different distribution to a different entity from that specified above to any with similar objects to the Numismatic Society of Auckland, or for some other charitable purpose, within New Zealand, so long as the Society complies with this Constitution in all other respects.
20 ALTERATIONS TO THIS CONSITUTION
20.1 The Society may amend or replace this Constitution at a General Meeting by a resolution passed by a two-thirds of majority of those Members present and voting.
20.2 Any proposed motion to amend or replace this Constitution shall be signed by at least twenty per cent of eligible Members and given in writing to the Secretary at least thirty Clear Days before the General Meeting at which the motion is to be considered and accompanied by a written explanation of the reasons for the proposal.
20.3 At least thirty Clear Days before the General Meeting at which any amendment is to be considered the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
20.4 When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.
20.5 No alteration may be made to this Constitution which will alter the meaning and intent of clauses regarding personal pecuniary profits or the disposal of the Society’s assets.
21 OTHER
21.1 The common seal of the Society must be kept in the custody of the Secretary, or its care delegated to another member of the Executive.
21.2 The common seal may be affixed to any document:
21.2.1 by resolution of the Committee, and must be countersigned by two Committee Members or by one Committee Member and the Secretary
21.2.2 by such other means as the Committee may decide.
- 21.3 The Society’s Contact Officer must be the Secretary who must be: 21.3.1 At least 18 years of age, and
21.3.2 A Committee Member, and
21.3.3 At all times be resident in New Zealand, and
21.3.4 Not disqualified under the Statute from holding that office. - 21.4 Any change in that Contact Officer or that person’s name or contact
details shall be advised to the Registrar of Incorporated Societies within twenty- five Clear Days of that change occurring, or the Society becoming aware of the change.
21.5 Bylaws, Standing Orders and Policies may be made or amended from time to time by the Committee, 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 the Act, regulations made under the Act, or this Constitution.
END