Society Principles and Rules

Constitution Rules Version: 28/08/2023

Introductory rules

Name
The name of the society is “Türkiye and New Zealand Cultural Society Incorporated” (in these Rules referred to as the ‘Society’).
Charitable status
The Society currently is not registered as a charitable entity under the Charities Act 2005.
Definitions
In these Rules, words have the meaning set down in the Act. If a term is not defined in the Act, then that term has the meaning given to it in the Incorporated Societies Act 2022. In all other instances, unless the context requires otherwise, the following words and phrases have the following meanings:
‘Act’ means the Incorporated Societies Act 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’ 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.
‘Chair/President’ means the Committee Member responsible for, among other things, overseeing the governance and operations of the Society and chairing General Meetings.
‘Committee’ means the Society’s governing body.
‘Committee Member’ means a member of the Committee, including the Chair/President, Secretary and Treasurer.
‘Deputy Chair/Vice President’ means the Committee Member elected or appointed to deputies in the absence of the Chair/President.
‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Society.
‘Interested Member’ means a member who is interested in a matter for any of the reasons set out in section 62 of the Incorporated Societies Act 2022.
‘Interests Register’ means the register of interests of Officers, including Committee Members, kept under these Rules.
‘Matter’ means—
1. the Society’s performance of its activities or exercise of its powers; or
2. an arrangement, agreement, or contract (a 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.
‘Register of Members’ means the register of Members kept under these Rules.
‘Rules’ means the rules in this document.
‘Secretary’ means the 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 Committee Member responsible for, among other things, overseeing the finances of the Society.
‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

Purposes
The primary purposes of the Society are to:
• The primary purpose of a Türkiye and New Zealand Cultural Society is to bring together people of Turkish heritage living in New Zealand, to promote their cultural heritage, foster social connections, and provide support to members of the community.
The Society must not operate for the purpose of, or with the effect of:
• any Member of the Society deriving any personal financial gain from membership of the Society, other than as may be permitted by law, or
• returning all or part of the surplus generated by the Society’s operations to Members, in money or in kind, or
• conferring any kind of ownership in the Society’s assets on Members.
And the Society will not operate for the financial gain of Members simply if the Society:
• engages in trade,
• 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,
• reimburses a Member for reasonable expenses legitimately incurred on behalf of the Society or while pursuing the Society’s purposes,
• provides benefits to members of the public or of a class of the public and those persons include Members or their families,
• 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),
• pays any Member interest at no more than current commercial rates on loans made by that Member to the Society, or
• provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Society.
No Interested Member is allowed to take part in, or influence any decision made by the Society in respect of payments to, or on behalf of, the Interested Member of any income, benefit, or advantage.
Any payments made to an Interested Member must be for goods and services that advance the charitable purpose and must be reasonable and comparable to payments that would be made between unrelated parties.

Tikanga / Culture
The tikanga or culture of the Society is as follows:
The culture of the society aims to reflect the fusion of Turkish and New Zealand cultural practices and traditions.
It also aims to reflect the values of the Turkish people and provide a framework for behavior and interaction that promotes harmony, respect, and mutual support within the community. And these Rules shall be interpreted having regard to that tikanga or culture.

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

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 Act.

Power to borrow money
The Society does not have the power to borrow money.

Other powers
In addition to its statutory powers, the Society may (subject to exercising the care and skill that a prudent person of business would exercise in managing the affairs of others) for the purposes of carrying on any operation within the scope of its objects:
• use its funds to pay the costs and expenses to advance or carry out its objects,
• employ or contract with such people as may be appropriate, and
• invest in any investment.

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

Types of members
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
• Member: A Member is an individual or body corporate admitted to membership under these Rules and who or which has not ceased to be a Member.
• Life Member: A Life Member is a person honored for highly valued services to the Society elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting. 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 those of paying subscriptions.
• Honorary Member: An Honorary Member is a person honored for services to the Society or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a simple majority of those present and voting. An Honorary Member has no membership rights, privileges or duties.

Becoming a member: consent
Every applicant for membership must consent in writing to becoming a Member.

Becoming a member: process
An applicant for membership must complete and sign any application form, supply any information, or attend an interview, as may be reasonably required by the Committee regarding an application for membership.
The Committee may accept or decline an application for membership. The Committee must advise the applicant of its decision (but is not required to provide reasons for that decision).

Obligations and rights
Every Member shall provide the Society with that Member’s name and contact details (including postal address, telephone number(s), and any email address) and promptly advise the Society of any changes to those details.
Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Society.

Other obligations and rights
All Members (including Committee Members) shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
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 their respective due dates, but no
Member or Life Member is liable for an obligation of the Society by reason only of being a Member. Any Member that is a body corporate shall provide the Secretary with the name and contact details of the person who is the organization’s authorized representative, and that person shall be deemed to be the organization’s proxy for the purposes of voting at General Meetings.
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.

Subscriptions and fees
The annual subscription and any other fees for membership for the then current financial year shall be set by resolution of a General Meeting (at which it may also be decided whether payment can be made by periodic instalments).
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 unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any Society activity or to access or use the Society’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 3 calendar months of the due date for payment of the subscription, any other fees, or levy the Committee
may terminate the Member’s membership (without being required to give prior notice to that Member).

Ceasing to be a member
A Member ceases to be a Member:
• on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or
• by resignation from that Member’s class of membership by notice to the Secretary, or
• on termination of a Member’s membership under these Rules.
with effect from (as applicable):
• the date of death of the Member (or if a body corporate from the date of its liquidation or deregistration, or if a partnership from the date of its dissolution), or
• the date of receipt of the notice of resignation by the Secretary (or any subsequent date stated in the notice of resignation), or
• the date of termination of membership under these Rules, or
• the date specified in a resolution of the Committee.

Obligations on resignation
A Member who resigns or whose membership is terminated under these Rules:
• remains liable to pay all subscriptions and other fees to the Society’s next balance date

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

Becoming a member again
Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Committee.
However, if a former Member’s membership was terminated following a dispute resolution process, the applicant may be re-admitted only by a General Meeting on the recommendation of the Committee.

General meetings
Annual General Meetings
An Annual General Meeting shall be held once a year on a date and at a location determined by the Committee and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.
Annual General Meetings: business
The business of an Annual General Meeting shall be to:
• confirm the minutes of previous Society Meeting(s),
• adopt the annual report on Society business,
• adopt the Treasurer’s report on the finances of the Society, and the annual financial statements,
• set any subscriptions for the current financial year,
• consider any motions,
• consider any general business.
The Committee must, at each Annual General Meeting, present the following information:
• an annual report on the 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 Committee Members during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).

Special General Meetings
Special General Meetings may be called at any time by the Committee by resolution. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 60 per cent of Members. Any resolution or written request must state the business that the Special General
Meeting is to deal with. The Rules 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.

Procedure
The Committee shall give all Members at least 20 Working Days’ Notice of any General Meeting and of the business to be conducted at that General Meeting.
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.
All financial Members may attend, speak and vote at General Meetings:

• in person, or
• by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, or
• through the authorised representative of a body corporate as notified to the Secretary, and
• No other proxy voting shall be permitted.

No General Meeting may be held unless at least 3 eligible financial Members attend. This will constitute a quorum.
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.
• 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.
• All General Meetings shall be chaired by the Chair/President. If the Chair/President is absent, the Deputy or Vice Chair/President shall 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 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.
• Direct that any person not entitled to be present at the 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
• In the absence of a quorum or in the case of emergency, adjourn the Meeting or
declare it closed.
• Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary at least 5 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’).

Minutes
Minutes must be kept by the Secretary of all General Meetings.

Committee Composition
The Committee will consist of 5 Committee Members who are:
• Members; and
• natural persons; and
• not disqualified by these Rules or the Act.
The Committee will include:
• a Chair/President,
• a Deputy Chair/Vice President,
• a Secretary and a Treasurer, who may be the same person, and
5 other Committee Members.

Qualifications
Prior to election or appointment, every Committee Member must consent in writing to be a Committee Member and certify in writing that they are not disqualified from being appointed or holding office as a Committee Member by these Rules or the Act.
The following persons are disqualified from being appointed or holding office as a Committee Member:
1. a person who is under 16 years of age,
2. a person who is an undischarged bankrupt,
3. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993,
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,
5. a person who has been convicted of any of the following, and has been sentenced for the offense, within the last 7 years:
1. an offense under subpart 6 of Part 4,
2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),
3. an offense under section 143B of the Tax Administration Act 1994,
4. an offense, in a country other than New Zealand, that is substantially similar to an offense specified in subparagraphs (i) to (iii),
5. a money laundering offense or an offense relating to the financing of terrorism,
whether in New Zealand or elsewhere,
6. a person subject to:
1. a banning order under subpart 7 of Part 4 of the Incorporated Societies Act 2022; or
2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003;
or
3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009; or
4. a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
7. a person who is subject to an order that is substantially similar to an order referred to in paragraph (f) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the new Incorporated Societies Act.
8. Any person who is disqualified or does not comply with any qualifications for officers as prescribed from time to time by a resolution of the Committee.

Election or appointment
The election of Committee Members shall be conducted as follows
1. Committee Members shall be 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 these Rules or the Act).
2. 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 these Rules or the Act, shall be received by the Secretary at least 30 Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the

Annual General Meeting.
3. 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).

4. 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.
5. The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
6. 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).

Term
The term of office for all Committee Members shall be 1 year(s), 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.
No Committee Member shall serve for more than 2 consecutive terms.
No Chair/President shall serve for more than 2 consecutive years as Chair/President.

Removal
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:
• The Committee Member who is the subject of the complaint, must be advised of all details of the complaint.
• The Committee Member who is the subject of the complaint, must be given adequate time to prepare a response.
• 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,.
• 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).
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.

Cessation of Committee membership
A Committee Member shall be deemed to have ceased to be a Committee Member if that person ceases to be a Member.
Each Committee Member shall within 20 Working 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.

Functions
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.

Officers' duties
At all times each Committee Member:
1. shall act in good faith and in what he or she believes to be the best interests of the Society,
2. must exercise all powers for a proper purpose,
3. must not act, or agree to the Society acting, in a manner that contravenes the Act or these Rules,
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, the position of the Committee Member and the nature of the responsibilities undertaken by him or her,
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 to the Society’s creditors, or cause or allow the activities of the Society to be carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, and
6. must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.

Powers
Subject to these Rules and any resolution of any General Meeting the Committee may:
• exercise all the Society's powers, other than those required by the Act or by these Rules to be exercised by the Society in General Meeting, and
• enter into contracts on behalf of the Society or delegate such power to a Committee Member, sub-committee, employee, or other person.

Sub-committees
The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:
• the quorum of every sub-committee is half the members of the sub-committee but not less than 2,
• 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, and
• a sub-committee must not further delegate any of its powers.

General issues
The Committee and any sub-committee may act by resolution approved in the course of 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 meeting.
Other than as prescribed by the Act or these Rules, the Committee or any sub-committee may regulate its proceedings as it thinks fit.
Subject to the Act, these Rules and the resolutions of General Meetings, the decisions of the Committee on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.

Conflicts of interest
An Officer or a member of the Committee and/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)—
1. to the Committee and or sub-committee; and
2. in an Interests Register kept by the Committee.
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.
A member of the Committee and/or sub-committee who is an Interested Member regarding a matter—
1. must not vote or take part in the decision of the Committee and/or sub-committee relating to the matter; and
2. must not sign any document relating to the entry into a transaction or the initiation of the matter; but

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).
However, a member of the Committee and/or 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 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.

Committee meetings
Frequency
The Committee shall meet at least quarterly 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 Chair/President or Secretary.

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

Records
Register of Members
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 these Rules or prescribed by Regulations under the Act.

Contents of Register of Members
The information contained in the Register of Members shall include each Member’s:
• postal address
• phone number (landline and/or mobile)
• email address (if any)
• the date the Member became a Member,
• occupation, and
Every Member shall promptly advise the Secretary of any change of their contact details.

Access to Register of Members
With reasonable notice and at reasonable times, the Secretary 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.

Interests Register
The Secretary shall maintain an up-to-date register of the interests disclosed by Officers.

Access to other information
A Member may at any time make a written request to the Society for information held by the Society.
The request must specify the information sought in sufficient detail to enable the information to be identified.
The Society must, within a reasonable time after receiving a request:
1. provide the information, or

2. agree to provide the information within a specified period, or
3. agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
4. refuse to provide the information, specifying the reasons for the refusal.
Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if:
1. withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
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
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
4. withholding the information is necessary to maintain legal professional privilege, or
5. the disclosure of the information would, or would be likely to, breach an enactment, or
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
7. the request for the information is frivolous or vexatious.
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 —
1. that the Member will pay the charge; or
2. that the Member considers the charge to be unreasonable.
Nothing in this Rule limits Information Privacy Principle 6 of the Privacy Act 2020.

Finances
Control and management
The funds and property of the Society shall be:
• controlled, invested and disposed of by the Committee, subject to these Rules, and
• devoted solely to the promotion of the objects and purposes of the Society.

Balance date
The Society's financial year shall commence on 01/04 of each year and end on 31/03 (the latter date being the Society’s balance date).

Dispute resolution
Raising disputes
Any grievance by a Member, and any complaint 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.
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.
The resolution of all disputes must be conducted in a manner that is consistent with natural justice.

Winding up
Process
The Society may be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.
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
• the General Meeting at which any such proposal is to be considered,
• the reasons for the proposal, and
• any recommendations from the Committee in respect to such notice of motion.
Any resolution to wind up the Society or remove it from the Register of Incorporated Societies must be passed by a simple majority of all Members present and voting.

Surplus assets
If the Society is wound up, or liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
On winding up or dissolution of the Society, any surplus funds or assets shall not be paid or distributed to any members or individuals but shall be:
• applied to a purpose in line with the Society’s objects, or
• given or transferred to another not-for-profit organization.

Alterations to the Rules
Amending these Rules
No addition to, deletion from or alteration of the Society’s rules shall be made which would allow personal pecuniary profits to any individuals. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
The Society may amend or replace the rest of the Rules at a General Meeting by a resolution passed by a simple majority of those Members present and voting.
Any proposed motion to amend or replace these Rules shall be signed by at least 50 per cent of eligible Members and given in writing to the Secretary at least 20 Working 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.
At least 20 Working 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.
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.

Other
Common seal
The common seal of the Society must be kept in the custody of:
A Committee Member
The common seal may be affixed to any document:
1. by resolution of the Committee, and must be countersigned by 2 Committee Members or by 1 Committee Member and:
the Secretary
2. by such other means as the Committee may resolve from time to time.

Contact person
The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.
The Society’s contact person must be:
• At least 18 years of age, and
• An Officer, and
• Ordinarily resident in New Zealand, and
• Not disqualified under the Act from holding that office.
and shall be appointed by the Committee.
Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Society becoming aware of the change.