The Constitution of Bishopdale Tramping Club Incorporated

May 2024

1. NAME
The name of the society will be Bishopdale Tramping Club Incorporated.

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

3. DEFFINITIONS AND INTERPRETATIONS In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings: ‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it. ‘Annual General Meeting’ means a meeting of the members of the society held once per year which, among other things, receives and considers reports on the Society’s activities and finances.
Bishopdale Tramping Club Incorporated, in this Constitution is called “the Society”. ‘Chairperson’ means the officer responsible for chairing General Meetings and Committee Meetings, and who provides leadership of the Society. ‘Committee’ means the Society’s governing body. ‘Constitution’ means the rules in this document. ‘Deputy Chairperson’ means the officer elected or appointed to deputise in the absence of the Chairperson. ‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Society. ‘Guest’ is a friend of a member who is attending a tramp and is the responsibility of that member. ‘Interested Member’ means a member who is interested in a matter for any of the reasons set out in section 62 of the Act. ‘Interests Register’ means the register of interests of officers, kept under this Constitution as required by section 73 of the Act. ‘Matter’ means—
a. the Society’s performance of its activities or exercise of its powers; or
b. an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Society.
‘Member’ means a person who has consented to become a Member of the Society and has been properly admitted to the Society who has not ceased to be a Member of the Society. ‘Notice’ to Members includes any notice given by email, post, or courier. ‘Officer’ means a natural person who is:
• a member of the Committee, or
• occupies a position in the Society that allows them to exercise significant influence over the management or administration of the Society, including any Chief Executive or Treasurer. ‘Register of Members’ means the register of Members kept under this Constitution as required by Section 79 of the Act. ‘Secretary’ means the officer responsible for the matters specifically noted in this Constitution. ‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes. ‘Visitor’ is a new potential member who is intending to join the club.

4. REGISTERED OFFICE
The registered office of the Society shall be at such a place as the Executive Committee shall from time to time decide.

5. PURPOSE
The purpose of the Society is:
5.1. For members to enjoy fellowship and healthy exercise through tramping activities; and
5.2. To carry out other activities consistent with the objectives of the Society.

6. POWERS
The Society will have the following powers:
6.1. To use its funds as the Executive Committee thinks necessary or proper in payment of its costs and expenses, including the employment and dismissal of counsel, solicitors, agents, officers and staff, according to principles of good employment and in compliance with prevailing employment legislation.
6.2. To purchase, take on, lease or in exchange or hire or otherwise acquire any real or personal property and any rights or privileges that the Executive Committee thinks necessary or proper for the purpose of attaining the objectives of the Society and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges.
6.3. To invest surplus funds in any way permitted by law for the investment of Incorporated Society funds and upon such terms as the Executive Committee thinks fit.

7. MEMBERSHIP
There shall be two classes of membership:
7.1. Active Members
7.1.1. All applications for membership shall be made by completing and signing a society application form. All intending members shall be approved by the Executive Committee after the satisfactory completion of three ‘visitor’ tramps.
7.1.2. The Society reserves the non-exclusive right to use all photographs of members obtained during activities associated with the Society, in newsletters, social media or for other promotional purposes.
7.1.3. On acceptance as a member (both classes), the member acknowledges acceptance of all Society Bylaws, Regulations, Policies and Procedures and this Constitution.
7.1.4. Active members have priority for places on Society tramps.
7.1.5. Active members have the right to speak and vote at Society meetings.
7.1.6. Active members shall cease to hold membership either:
a) By resigning in writing to the Secretary; or
b) By not completing a minimum of 10 tramps in the Society’s financial year.
7.1.7. Active members with health or other special circumstances may apply to the Executive Committee, in writing, for leave to be exempted from 7.1.6.b.
7.2. Associate Members
7.2.1. Active members may apply to the Executive Committee to become associate members.
7.2.2. Associate members may attend, at the published cost, any number of the Society tramps, subject to transport availability.
7.2.3. Associate members may attend Society social events, subject to paying the full cost and to space being available.
7.2.4. Associate members have the right to speak at Society meetings but have no voting rights and may not be elected to the Executive Committee.
7.2.5. Associate members may apply to become active members under the conditions of clause 7.1.1 above.
7.2.6. Associate members shall cease to hold membership either:
a) By resigning in writing to the Secretary; or
b) By not participating in at least one Society tramp or social function over a period of two Society financial years.
7.3. Expulsion of Members
The procedure for expulsion of members shall be as follows:
7.3.1. Any person or organisation may make a complaint to the Executive Committee that the conduct of a member of the Society is or has been injurious to the character of the Society. Every such complaint must be in writing and addressed to the Secretary.
7.3.2. If the Executive Committee considers that there is sufficient substance in the complaint; it may invite the member to attend a meeting of the Executive Committee and to offer a written and/or oral explanation of the member’s conduct.
7.3.3. The Executive Committee will give the member at least fourteen (14) days written notice of the meeting. The notice will:
a) Sufficiently inform the member of the complaint so that the member can offer an explanation of the member’s conduct; and
b) Inform the member that if the Executive Committee is not satisfied with the member’s explanation the Executive Committee may expel the member from the Society.
7.3.4. If the Executive Committee decides to expel the member from the Society the member will cease to be a member of the Society.
7.3.5. A member expelled by the Executive Committee may, within seven days, give written notice of appeal to the Secretary. The Secretary will then call a Special General Meeting to take place within twenty-one (21) days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member will be reinstated immediately.

8. REGISTER OF MEMBERS
8.1. The Society will maintain a Register of Members in accordance with the Incorporated Societies Act 2022.
8.2. The Register of Members will at all times be administered in accordance with the Privacy Act 2020 and the Club’s Privacy Policy – refer to Bylaws, Regulations, Policies and Procedures.
8.3. The Society will require members to self-update the Register of Members via the booking system database as soon as practicable after the member has a change in the information recorded on the Register. It will be the responsibility of members to keep the officers of the Society informed of their contact details.
8.4. Subject to certain grounds for refusal set out in the Privacy Act 2020, members have the right to access the information held about them within the Register of Members and to make corrections at any time in the booking system database.

9. EXECUTIVE COMMITTEE
9.1. The Society shall be managed by a committee that shall consist of a President, Vice-President, Secretary, Treasurer, Immediate Past President and no fewer than two further active members and no more than five further active members.
9.1.1. The committee shall be elected at the Annual General Meeting.
9.1.2. The committee has the power to:
a) Make rules (Bylaws) for regulating the conduct and affairs of the Society, provided the same are not inconsistent with this Constitution. All active members shall be notified of these rules.
b) Appoint sub-committees and co-opt active members to fill vacancies.
9.2. Each committee member described in Rule 9.1 must meet the eligibility criteria set out within the Incorporated Societies Act 2022.
9.3. Each committee member upon election shall complete a Consent and Certificate of officer.
9.4. The committee may fill any places vacant following the Annual General Meeting, or any vacancy that arises in the Executive Committee or among its named officers until the next Annual General Meeting.
9.5. Elected members of the committee will retire at each Annual General Meeting but will be eligible for re-election at the same and subsequent meetings. Newly elected committee members will take office immediately upon their election.
9.6. The maximum number of consecutive terms for the President will generally be one term unless passed at the Annual General Meeting for a further term. Other officers of the committee may be re-elected with no maximum number of terms.
9.7. Nominations for elected positions on the committee, including office-bearers, shall be by way of written nomination signed by a current active member and endorsed with the consent of the nominee and given to the Secretary at least twenty-one (21) days before the day fixed for the Annual General Meeting. If there are insufficient nominations to fill vacant positions on the committee, oral nominations may be received at the Annual General Meeting provided that no member will be elected who has not consented to being nominated.
9.8. The procedure for meetings will be as follows:
9.8.1. A quorum will be at least half of the members on the committee.
9.8.2. All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands.
9.8.3. If the voting is tied, the Chairperson will have a casting vote.
9.8.4. Each meeting will be chaired by the President of the Society, or, in her/his absence, the Vice President. In the absence of both the President and the Vice President, the committee will elect a person to chair the meeting from among its members.
9.9. The committee will meet when necessary. Meetings may be held in person or by any other means of communicating as decided by the Committee from time to time. All members of the Committee, including office-bearers, will be given at least ten (10) days’ notice of the meeting by the Secretary, verbally or in writing.
9.10. The Secretary shall maintain a minute book that is available to any member of the Society that for each meeting of the committee, records:
9.10.1. The names of those present;
9.10.2. All decisions which are required by the Constitution or By-law to be made by the Society;
9.10.3. Any matters discussed at the meeting; and
9.10.4. All record keeping in accordance with the Incorporated Societies Act 2022.
9.11. The Secretary would generally be the point of official contact for the Society and be provided to the Registrar of Incorporated Societies including full name, physical or electronic address and a phone number. The Committee may select an alternative
by mutual agreement.
9.12. The committee will at all times be bound by the decisions of the active members at General Meetings.
9.13. Disqualification of a committee member. The office of a member of the committee (including any office-bearer) shall be vacated if the member:
9.13.1. Becomes of unsound mind; or
9.13.2. Resigns his/her office by notice to the Society; or
9.13.3. Ceases to be an active member of the Society; or
9.13.4. The officer fails to disclose a conflict of interest; or
9.13.5. The committee passes a vote of no confidence in the officer.

10. CONFLICT OF INTEREST
An officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Society, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
a) to the committee and or sub-committee, and
b) in an Interests Register kept by the committee. Disclosure must be made as soon as practicable after the officer or member of a sub-committee becomes aware that they are interested in the Matter. An officer or member of a sub-committee who is an Interested Member regarding a Matter—
a) must not vote or take part in the decision of the committee and/or sub-committee relating to the Matter unless all members of the committee who are not interested in the Matter consent; and
b) must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all members of the committee who are not interested in the Matter consent; but
c) may take part in any discussion of the committee and/or sub-committee relating to the Matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise). However, an officer or member of a sub-committee who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered. Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested officers agree otherwise. 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.

11. GENERAL MEETINGS
11.1. “General Meeting” refers to both Annual General Meetings and Special General Meetings, unless otherwise specified.
11.2. The quorum for a General Meeting is 25% of the active members.
11.3. At least fourteen (14) days notification of each General Meeting will be given in writing to active members.
11.4. Notification of a General Meeting will specify the time, date and place of the meeting. Notification will also describe, in a general way, all the matters that will arise to be considered and specify what further and more detailed information on these matters is available from the Executive Committee. Full information will be provided concerning any proposed amendments to the Constitution or any matter that is the business of a Special General Meeting. Such information will be supplied to any member requesting it.
11.5. Any member may request that a motion on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Committee at least twenty-one (21) Days before that meeting. The member may also provide information in support of the motion (‘Member’s Information’). If the notice of the motion is given to the Secretary or Committee before the written Notice of the General Meeting is given to members, notice of the motion shall be provided to members with the written Notice of the General Meeting.
11.6. A General Meeting will be chaired by the current President of the Society or, in her/his absence, the Vice President. In the absence of both the President and the Vice President, the meeting may elect a person to chair the meeting from among the active members present.
11.7. The chair of the meeting shall have the power to direct that any person not entitled to be present at the General Meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the General Meeting.
11.8. All questions will if possible be decided by consensus. However, where a consensus decision cannot be reached on a matter, the decision will, unless otherwise specified in this Constitution, be made by a majority vote.
11.9. Voting will be by a show of hands unless active members indicate an alternative preference. If any active member requests a secret ballot on any vote or election, a secret ballot shall be held. Voting may be by remote electronic means if determined acceptable by the Executive Committee and will be notified as part of clause 11.4.
11.10. If voting is tied, the Chairperson will have a casting vote.
11.11. Written resolutions may not be passed in lieu of a General Meeting.

12. ANNUAL GENERAL MEETINGS
12.1. The Annual General Meeting will be held annually before 31 May.
12.2. The Annual General Meeting will carry out the following business:
12.2.1. Receive the minutes of the previous Annual General Meeting and of any General Meetings held since the last Annual General Meeting.
12.2.2. Receive the Executive Committee’s report on the activities of the Society over the last year and the proposed priorities and directions for the Society in the current year.
12.2.3. Receive the society’s income and expenditure, or receipts and payments, during the accounting period, and the Society’s assets and liabilities at the close of the accounting period, and all security interests affecting the Society at the close of the accounting period.
12.2.4. Elect the officers and other ordinary members of the Executive Committee of the Society (see Clause 9.1)
12.2.5. Appoint a peer reviewer of the Society’s accounts.
12.2.6. Conduct any other business that may properly be brought before the meeting.

13. SPECIAL GENERAL MEETINGS
13.1. Special General Meetings may be called by the Executive Committee or by a written request made by at least 25% of active members and delivered to the Secretary. The meeting will be called within twenty-one (21) days of the decision being made or the meeting being requested.
13.2. A Special General Meeting will consider only business related to the reason for which it is called, as notified to the members (see clause 11.4).

14. FINANCIAL
14.1. The financial year of the Society will be from 1 April to 31 March the following year.
14.2. As a not-for-profit organisation, the officers and members may not receive any distributions of profit or income from the Society. This does not prevent officers or members:
a) receiving reimbursement of actual and reasonable expenses incurred, or
b) entering into any transactions with the Society for goods or services supplied to or from them that are at arm’s length, relative to what would occur between unrelated parties; provided that no officer or member is allowed to influence any such decision made by the Society in respect of payments or transactions between it and them, their direct family or any associated entity.
14.3. No member of the Society or any person associated with a member may participate in or materially influence any decision made by the Society in respect of any payment to, income, benefit or advantage whatsoever to that member or associated person.
14.4. At the first meeting of the Executive Committee following each Annual General Meeting, the Executive Committee will decide by resolution the following:
14.4.1. How money will be received by the Society.
14.4.2. Who will be entitled to produce receipts.
14.4.3. What bank accounts will operate for the ensuing year, including the purposes of and access to those accounts.
14.4.4. Who will be allowed to authorise the production of bank transfers and the names of bank signatories.
14.4.5. The policy concerning the investment of money by the Society, including what type of investment is permitted.
14.5. The Treasurer will ensure that true and fair accounts are kept of all money received and expended.
14.6. The Executive Committee shall, as soon as practicable after the end of the financial year of the Society, arrange for the Society’s accounts for that financial year to be reviewed by a person appointed for that purpose.

15. INDEMNIFYING OF OFFICERS AND COMMITTEE MEMBERS
15.1. No officer or member of the Executive shall be liable for the acts or defaults of any other officer or member of the Executive, or any loss occasioned thereby, unless occasioned by their wilful default or by their wilful acquiescence.
15.2. The officers, Executive Committee and each of its members shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of their functions and duties, other than as a result of their wilful default.

16. ALTERATION OF RULES
16.1. The rules of the Society may only be altered, added to, rescinded or otherwise amended, in any way, by a two-thirds majority of active members personally present at any General Meeting or notified Special Meeting, provided that no addition to, deletion from or alteration of the Purpose clause (clause 5), the Pecuniary Benefit clause (clause 14), the Activities Limited to New Zealand clause (clause 18), or the Winding Up and Disposition of Surplus Assets clause (clause 19) may be made.
16.2. Notice of said proposed rule alteration must be notified to all members at least twenty-one (21) days prior to the meeting being held.
16.3. Duplicate copies of any such alteration, addition, rescission or amendment shall forthwith be delivered to the Registrar in accordance with the requirements of, and in the manner prescribed, by the Incorporated Societies Act 2022.

17. DISPUTE RESOLUTION
17.1. How a complaint is made:
17.1.1. A member or officer may make a complaint by giving to the Executive Committee (or a complaints subcommittee) a notice in writing that:
a) states that the member or officer is starting a procedure for resolving a dispute in accordance with the society’s constitution;
b) sets out the allegation to which the dispute relates and whom the allegation is against; and
c) sets out any other information reasonably required by the Society.
17.1.2. The Society may make a complaint involving an allegation against a member or an officer by giving to the member or officer a notice in writing that:
a) states that the society is starting a procedure for resolving a dispute in accordance with the society’s constitution; and
b) sets out the allegation to which the dispute relates.
17.1.3. The information given under subclause 17.1.1b. or 17.1.2b. must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.
17.1.4. A complaint may be made in any other reasonable manner permitted by the Society’s constitution.
17.2. The person who makes complaint has right to be heard.
17.2.1. A member or officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
17.2.2. If the Society makes a complaint:
a) the Society has a right to be heard before the complaint is resolved or any outcome is determined; and
b) an officer may exercise that right on behalf of the Society.
17.2.3. Without limiting the manner in which the member, officer, or Society may be given the right to be heard, they must be taken to have been given the right if:
a) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
b) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
c) an oral hearing (if any) is held before the decision maker; and
d) the member’s, officer’s, or Society’s written statement or submissions (if any) are considered by the decision maker.
17.3. The person who is subject of complaint has right to be heard.
17.3.1. This clause applies if a complaint involves an allegation that a member, officer, or the Society (the respondent):
a) has engaged in misconduct; or
b) has breached, or is likely to breach, a duty under the Society’s constitution or bylaws or the Incorporated Societies Act 2022; or
c) has damaged the rights or interests of a member or the rights or interests of members generally.
17.3.2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
17.3.3. If the respondent is the Society, an officer may exercise the right on behalf of the Society.
17.3.4. Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if:
a) the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
b) the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
c) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
d) an oral hearing (if any) is held before the decision maker; and
e) the respondent’s written statement or submissions (if any) are considered by the decision maker.
17.4. Investigating and determining a dispute.
17.4.1. The Society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its constitution, ensure that the dispute is investigated and determined.
17.4.2. Disputes must be dealt with under the constitution in a fair, efficient and effective manner.
17.5. The Society may decide not to proceed further with complaint. Despite the clause ‘Investigating and determining dispute’ above (17.4), the Society may decide not to proceed further with a complaint if:
a) the complaint is trivial; or
b) the complaint does not appear to disclose or involve any allegation of the following kind:
i that a member or officer has engaged in material misconduct;
ii that a member, officer or the Society has materially breached, or is likely to materially breach, a duty under the Society’s constitution or bylaws or the Incorporated Societies Act 2022;
iii that a member’s rights or interests or members’ rights or interests generally have been materially damaged.
c) the complaint appears to be without foundation or there is no apparent evidence to support it; or
d) the person who makes the complaint has an insignificant interest in the matter; or
e) the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or
f) there has been an undue delay in making the complaint.
17.6. The Society may refer a complaint.
17.6.1. The society may refer a complaint to:
a) a subcommittee or an external person to investigate and report; or
b) a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
17.6.2. The Society may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).
17.7. Decision makers
A person may not act as a decision maker in relation to a complaint if two or more members of the Executive Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:
a) impartial; or
b) able to consider the matter without a predetermined view.

18. ACTIVITIES LIMITED TO NEW ZEALAND
The activities of the Society are limited to Aotearoa/New Zealand.

19. WINDING UP AND DISPOSITION OF SURPLUS ASSETS
19.1. The Society may be wound up if at a General Meeting of its members, it passes a resolution to wind up, and the resolution is confirmed at a subsequent General Meeting called together for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.
19.2. 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:
a) applied to a purpose in line with the organisation’s objectives, or
b) given or transferred to another not-for-profit organisation.

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