Constitution — Royal Society of New Zealand Wellington Branch

ROYAL SOCIETY OF NEW ZEALAND WELLINGTON BRANCH INCORPORATED

CONSTITUTION

As approved at AGM held in Wellington 31 October 2024

NAME

1. The name of the organisation shall be the Royal Society of New Zealand Wellington Branch Incorporated, hereinafter referred to as the Branch. The organisation was formed in 1851 as the New Zealand Society, renamed the Wellington Philosophical Society in 1868, the Wellington Branch of the Royal Society of New Zealand in 1939, Science Wellington in 1995 and the Royal Society of New Zealand Wellington Branch in 1999.

PURPOSES

2. The Object of the Branch shall be the promotion and advancement of science and technology in the Wellington Region.

2.1. The Branch is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes). Any income, benefit, or advantage must be used to advance the charitable purposes of the Branch.

2.2 The Branch will be registered as a charitable entity under the Charities Act 2005.

DEFINITIONS

In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act.

‘Working Days’ mean as defined in the Legislation Act 2019.

Writing or Written. Where in this Constitution it specifies “in writing”, electronic communication is deemed to be “in writing” provided a digital or scanned copy is permanently kept in the Branch records.

CONSTITUTION

3. The Branch shall be constituted as a Regional Constituent Organisation of the Royal Society of New Zealand Te Apārangi, in accordance with Section 14 of the Royal Society of New Zealand Act 1997.

3.1. In accordance with Section 14 of the Royal Society of New Zealand Act 1997 the Branch declares that:

(a) it is able and willing to subscribe to the Object of the Royal Society of New Zealand Te Apārangi and;

(b) it agrees to represent the Royal Society of New Zealand Te Apārangi on a regional basis; and;

3.2. Notwithstanding its constitution as a Regional Constituent Organisation, the assets, liabilities and cash flow of the Branch shall be independent of, and shall not contribute to, the assets, liabilities and cash flow of the Royal Society of New Zealand Te Apārangi.

3.3. The management of the Branch shall, except as otherwise provided by this Constitution or by the Royal Society of New Zealand Act 1997, be deputed to the Council of the Branch.

MEMBERSHIP

4.The Branch shall maintain the minimum number of Members required by the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time). Every applicant for membership must consent in writing or by paying an annual subscription to becoming a Member. Membership shall be of five classes:

(a) Ordinary Members

(b) Student Members

(d) Life Members

(e) Emeritus Members

4.1 Any Member that is a body corporate shall provide the Committee, in writing, 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. Subject to payment of the appropriate subscription, any person may be accepted by the Branch Council as an Ordinary Member or a Student Member. Every person so accepted shall be given immediate notice thereof by the Secretary and shall be provided with access to a copy of the Constitution. Student Membership shall only be available to bona fide students engaged in full-time secondary or tertiary study. On termination of full-time study such students must, if they wish to remain members, become Ordinary Members by payment of the full subscription.

5.1 Every Member shall provide the Branch in writing with that Member’s name and contact details (namely, physical or email address and a telephone number) and promptly advise the Branch in writing of any changes to those details. The signed written consent of every Member to become a member of the Branch shall be retained in the Branch’s membership records.

6. Any member who has given the Branch especially meritorious service may be elected by Branch Council as an Honorary Member. No more than one Honorary Member may be elected in any one year.

7. Existing Life Members shall have all the rights and privileges of Ordinary Members for their lifetime without payment of further subscriptions.

8. The Branch Council shall elect persons who have been subscribing members for fifty years as Emeritus Members. Emeritus Members shall have all the rights and privileges of Ordinary Members, but shall not be required to pay further subscriptions.

9. All members are entitled to receive notices and to attend all general meetings of the Branch and its Sections. Ordinary, Honorary, Life and Emeritus Members shall have, in addition, the right to vote.

10. Members of the Royal Society of New Zealand Te Apārangi and its Constituent Organizations shall be entitled to attend the meetings of the Branch.

11. The Branch shall at all times encourage the attendance of visitors with the reservation that any person may be excluded by the Branch Council on the grounds of misbehaviour.

12. Any member of the Branch may resign membership by giving written notice to the Secretary and paying all subscriptions due.

DISPUTE RESOLUTION

13.1. The Branch Council shall receive notice in writing of any complaint about the misconduct of a member that: sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and sets out any other information or allegations reasonably required by the Branch. The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.

13.2. The Branch Council must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with this Constitution, ensure that the dispute is investigated and determined.

13.3. A person on the Branch Council may not act as a decision maker in relation to the complaint if two or more members of the Branch Council consider that there are reasonable grounds to believe that the person may not be impartial.

13.4. The Branch Council shall, if the complaints are true and of sufficient gravity, have power to terminate his or her membership, either by inviting him or her to resign or by directing him or her to do so.

13.5. The member against whom complaints have been made shall have the right to defend himself or herself before the Branch Council in person. Appeals against the decision of Branch Council in such matters may be made to a specially constituted meeting of the Branch.

13.6. The Branch Council shall encourage members who work in science or technology to adhere to the Code of Professional Standards and Ethics of the Royal Society of New Zealand Te Apārangi.

14. Every person shall, upon ceasing to be a member of the Branch, forfeit all right to any claim upon the Branch and its property and funds.

SUBSCRIPTIONS

15. Annual subscriptions for Ordinary and Student Members shall from time to time be fixed by the Branch Council.

16. Any person admitted to membership on or after the first day of June in any year shall pay the first subscription as an advance for the ensuing year.

17. Any member whose annual subscription is two years in arrears shall be deemed to have resigned from membership.

18. In exceptional circumstances the Branch Council may, by unanimous vote, remit the payment by any member of the annual subscription or part thereof.

19. The Branch shall provide the Royal Society of New Zealand Te Apārangi an Annual Report. This report shall list the activities during the year and include a statement of income and expenditure.

OFFICERS

20. The Officers of the Branch shall be a President, Vice Presidents, a Secretary, a Treasurer or Secretary-Treasurer and an Auditor.

20.1. Every Officer must be a natural person who has consented in writing to be an officer of the Branch, and certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Branch. Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Branch.

20.2 An Officer shall be removed as an Officer from the date specified, by resolution of the Council or the Branch where in the opinion of the Council or the Branch —

The Officer has brought the Branch into disrepute.

The Officer has failed to disclose a conflict of interest.

20.3 Each Officer shall within 20 Working Days of submitting a resignation or ceasing to hold office, deliver to the Council all books, papers and other property of the Branch held by such former Officer.

COUNCIL

21. The Branch Council shall consist of the President, Vice-Presidents, Secretary, and Treasurer (or Secretary-Treasurer), and up to four other members elected by ballot at the Annual General Meeting in association with the Chairpersons of the various Sections.

22. The President and two Vice-Presidents shall be elected by ballot at the Annual General Meeting from nominations received from members by the Secretary. Such nominations shall be signed by the proposer and seconder and shall have the consent of the nominee. Offices vacant through insufficient nominations may be filled by nomination and election at the Annual General Meeting.

23. The appointment of the Secretary and the Treasurer or Secretary-Treasurer shall be an annual one made by the Branch Council before the Annual General Meeting.

24. The Secretary or Secretary-Treasurer, as the case may be, shall conduct the correspondence of the Branch, have custody of all its books and papers, keep minute books of the proceedings of all meetings, including those of the Branch Council, and keep a record of the members, orders and regulations. The Treasurer, or Secretary-Treasurer, as the case may be, shall keep the accounts of the Branch. No expense of any description shall be incurred unless there be funds to pay the amount. All orders upon the funds shall be approved by resolution of the Branch Council and recorded in the minute books. No portion of the funds of the Branch shall be paid or transferred directly or indirectly by way of bonus or dividend to members of the Branch. Members may however be reimbursed for approved expenditure.

25. The Chairperson of each Section shall be elected annually by the members of the Section before the Annual General Meeting of the Branch.

26. The entire management of the Branch shall (except as otherwise provided by this constitution, be deputed to the Branch Council.

27. The Branch shall, at each Annual General Meeting, elect a representative to serve on the Committee of Regional Constituent Organisations of the Royal Society of New Zealand Te Apārangi. If he or she is not already an elected member of the Council of the Branch, the representative shall become an ex-officio member of that Council during his or her term of office.

27.1. The Branch shall have at least 1 but no more than 3 contact person(s) whom the Registrar of Incorporated Societies can contact when needed.

(a) The contact person must be at least 18 years of age, ordinarily resident in New Zealand and be appointed by the Council or elected by the Members at a General Meeting.

(b) Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including a physical address or an electronic address, and a telephone number.

(c) Any change in that contact person or that person’s details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Branch becoming aware of the change.

POWERS AND OBLIGATIONS OF COUNCIL

28. The Branch Council shall have the control and management of the Branch, and of all property for the time being invested in the Branch, and of the investment of the funds. Operations on the Branch’s accounts shall be carried out by the Treasurer or Secretary-Treasurer, or in his or her absence by a member appointed by the Branch Council.

28.1. The Branch Council must keep minutes of all General Meetings.

29. The Branch Council or the Committee of any Section, may invite non-members to address the Branch or the Section, respectively.

30. A Special General Meeting may be called at any time by the Branch Council on its own authority. The Branch Council shall within 8 weeks call a Special General Meeting on receipt of a requisition in writing signed by ten members specifying the purpose for which the meeting is intended.

31. The start of the financial year for the Branch shall be the 1st day of September in each year and the end of the financial year shall be on the 31st day of August in the following year, to which day the accounts of the Branch shall be balanced.

33. On the authority of the Branch President, or in his absence, of a Vice-President, the Branch Council shall meet for the transaction of business at such time and place as may be appointed, due and sufficient notice being sent by the Secretary to each Member of the Branch Council.

34. Any vacancy in the Branch Council occurring during the course of the year shall be filled by the Branch Council.

INTERESTS REGISTER

35. The Council shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.

REGULATIONS

36. The Branch Council may make such regulations, not inconsistent with this constitution, as it may deem necessary. Each such regulation shall be submitted for confirmation to the next General Meeting of members.

BORROWING POWERS

37. The Branch Council shall not have power to borrow funds on behalf of the Branch.

SECTIONS

38. Subject to the consent of the Branch Council, members, not fewer than ten in number, may form a Section for the development of any special branch of knowledge in conformity with the object of the Branch. Each Section shall elect a Chairperson and such other officers and committee members as it may deem fit.

39. Section activities shall be available to all members of the Branch but any Committee may maintain a list of members particularly interested in its activities.

40. Each Section may, if necessary, frame regulations for its own guidance not in conflict with or repugnant to the constitution of the Branch.

41. The portion of the expenditure of each Section provided out of the ordinary funds of the Branch shall be subject to prior approval by the Branch Council in the Section’s annual budget.

42. Each Section may, subject to the approval of the Branch Council, own property and raise and hold special funds for its own purposes but no Branch member shall be required to pay any additional fee except for Section newsletters, expeditions and the like. The Branch Council may require that the accounts of any Section be audited annually by the Auditor of the Branch. All expenditure from Section funds must be approved by resolution of the Committee of the Section and all disposal of property must be approved by the Branch Council. No portion of the funds of the Section shall be paid or transferred directly or indirectly by way of bonus or dividend to members of the Section. Members may however be reimbursed for approved expenditure. In the event of a winding-up of the Section or such Section ceasing to operate, all its property and funds shall be incorporated into the assets of the Branch.

AFFILIATES

43. The Branch Council may accept, as Affiliates, or combine with, in Joint Committees, regional societies, regional branches or sections of national societies or other organisations which are able to subscribe to the Object of the Branch. Such Affiliates or Joint Committees shall receive services and pay fees as negotiated in each case. They may, if the Branch Council so decides, be represented on the Branch Council but they shall not have any call on the funds of the Branch.

MEETINGS

All meetings may be held electronically as well as or instead of a physical meeting.

44. The Annual General Meeting of the Branch shall be held in the month of October, upon a date and at such a time and place to be fixed by the Branch Council for the following purposes:

(a) To receive from the Branch Council a Report, Balance Sheet and Statement of Accounts for the preceding financial year.

(b) To elect the necessary Officers and the Council and to appoint an Auditor for the ensuing year.

45. Six weeks at least before the Annual General Meeting the Secretary shall request from each member nominations for Branch Council or notices of motion for the Annual General Meeting. Such nominations and notices must be received by the Secretary at least four weeks before the Annual General Meeting. Two weeks before an Annual General Meeting or Special General Meeting, a notice of such meeting shall be sent to each member.

45.1 At a Special General Meeting no business other than that of which notice has been given shall be brought forward.

46. At all General Meetings, the President, or in his or her absence, a Vice-President or a Member of the Branch Council, shall take the chair. Every Ordinary, Honorary, Life and Emeritus member present shall be entitled to one vote upon every motion.

The Chairperson shall have a deliberative and, in the event of an equality of votes, a casting vote.

47. The quorum at all General Meetings of the Branch shall be ten and at all meetings of the Branch Council, half the number of councillors if there is an even number, or half of one plus the number of councillors if there is an odd number. In no case shall the number be less than three.

48. The voting at all meetings, including meetings of the Branch Council, shall be in the first instance by voices, provided that, if any member shall so demand, voting shall be by show of hands, provided also that, if any member shall so demand, voting shall be by ballot.

LIBRARY

49. The Library of the Branch is in the custody of the Hector Library of the Museum of New Zealand. Members shall have access to the Library on application to the Librarian.

AMENDMENT OF CONSTITUTION

50. No alteration, addition or rescission of this constitution shall be made except at a Special General Meeting called for the purpose, or at an Annual General Meeting, provided that no such motion shall be deemed to have been passed unless it be assented to by at least two-thirds of the members present. Notice of intention to propose such alterations may be given at a General Meeting, or in writing to the Secretary, in either case not less than four weeks before the date of such Special General or Annual General Meeting. The Secretary shall send to each member, not less than two weeks before the date of such meeting, notice of the proposed alteration.

WINDING UP

51. In this paragraph, Act means the Incorporated Societies Act 2022 and its amendments. At any general meeting where liquidation or removal from the incorporated societies register is proposed, proxy votes may be lodged electronically with the secretary prior to the meeting by members presenting their apologies.

52. The Branch may be liquidated in accordance with the provisions of Part 5 of the Act. The Council shall give 30 Working Days written Notice to all Members of the proposed resolution to put the Branch into liquidation. The Council shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Incorporated Societies Act 2022. Proxy votes may be lodged electronically with the secretary prior to the meeting by members presenting their apologies. Any resolution to put the Branch into liquidation must be passed by a two-thirds majority of all Members voting.

53. The Branch may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act. The Council shall give 30 Working Days written Notice to all Members of the proposed resolution to remove the Branch from the Register of Incorporated Societies. The Council shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act. Any resolution to remove the Branch from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members voting.

54. In the event of a winding up, the whole of the property and funds of the Branch, with the exception of the Library, which will remain in the custody of the Museum of New Zealand, shall become the property of the Royal Society of New Zealand until such time as a Regional Constituent Organisation of the Royal Society of New Zealand Te Apārangi shall have been formed in the Wellington Region.

REGISTERED OFFICE

55. The Registered Office of the Branch shall be at the Royal Society of New Zealand Te Apārangi Science Media Centre, Wellington, or such other place as the Branch Council may from time to time determine.

55.1 Changes to the registered office shall be notified to the Registrar of Incorporated Societies at least 5 working days before the change of address for the registered office is due to take effect, and in a form and as required by the Incorporated Societies Act 2022.