NZCMRR Constitution
Updated March 2nd 2026
1. Introductory Rules
1.1 NAME
The name of the society is ‘New Zealand Classic Motor Cycle Racing Register Incorporated’ (referred to throughout this document as ‘The Register’).
1.2 Charitable Status
The Register is not and does not intend to be registered as a charitable entity under the Charities Act 2005.
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 (including amendments to it from time to time), any regulations made under the Act or under any Act which replaces it.
‘Annual General Meeting’ means a meeting of the Members of The Register held once per year which, among other things, will receive and consider reports on The Register’s activities and finances.
‘Clear Days’ means any full days of the week starting the day after notice is served, continuously until expiry of the given number of days of notice.
‘Committee’ means The Register’s duly elected governing body.
‘Committee Meeting’ means any properly convened meeting of the Committee which will receive and consider reports on The Register’s activities and finances, or any other matter of business.
‘Constitution’ means the rules in this document.
‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of The Register.
‘Interested Party’ means a Member or Officer 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 and as required by section 73 of the Act.
‘Matter’ means – The Register’s performance of its activities or exercise of its powers, or an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by The Register.
‘Member’ means a natural person in any of the prescribed classes of membership who has consented to become a Member of The Register, has been properly admitted to The Register and who has not ceased to be a Member of The Register.
‘Officer’ means a natural person who is, from time to time, a member of the Committee or of any duly appointed Sub-Committee.
‘President’ means the duly elected Officer responsible for chairing General Meetings and Committee Meetings, and who provides leadership for The Register.
‘Register of Members’ means the register of Members and their details kept under this Constitution as required by section 79 of the Act.
‘Secretary’ means the duly elected 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.
‘The Register’ means New Zealand Classic Motor Cycle Racing Register Incorporated.
‘Treasurer’ means the duly elected Officer responsible for the matters specifically noted in this Constitution.
‘Vice-President’ means the duly elected Officer authorised to deputise in the absence of the President.
1.4 Purposes
The primary purposes of The Register are to:
a) To foster the preservation, restoration and use of Classic and Historic Road Racing Motorcycles.
b) To hold and conduct competitions or motorcycle meetings or to arrange with any organisation for the inclusion of motorcycle events and competitions authorised by such organisation.
c) To develop general public interest in and knowledge of Classic and Historic motorcycle sport and motorcycle engineering by diffusing information and by publishing or circulating magazines, articles, notices, papers and circulars for this purpose.
d) To invest any monies of The Register, not required for immediate use, in such Government securities or real securities or in Bank deposits as may be deemed safe and desirable by The Register, with power from time to time to vary investments for others of a like nature.
e) To affiliate with any Society, Club or Association having similar objects or to join co-operate with or subscribe to the funds of any such Society, Club or Association for the purpose of better attaining or otherwise furthering the objects and interests of The Register.
f) Generally to purchase, take or lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which The Register may think necessary and convenient for the purpose of any of the aforesaid objects.
g) To make any donation to any person, object, or institution for a purpose strictly in pursuance or in exercise of any of the foregoing objects or powers and not being in contravention of the Act.
h) To do all such other things as in the opinion of The Register may be incidental or conducive to the attainment of any of its purposes or the exercise of its powers.
1.5 Personal Pecuniary Profit
The Register must not operate for the purpose of, or with the effect of:
a) distributing any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); or
b) having capital that is divided into shares or stock held by its Members; or
c) holding property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of The Register or otherwise.
But, The Register will not operate for the financial gain of Members simply if The Register :
a) engages in trade, or
b) reimburses a Member for reasonable expenses legitimately incurred on behalf of The Register or while pursuing The Register’s purposes, or
c) provides benefits to members of the public or of a class of the public and those persons include Members or their families, or
d) provides benefits to Members or their families to alleviate hardship, or
e) provides educational scholarships or grants to Members or their families, or
f) pays a Member a salary or wages or other payments for services to The Register 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 and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus or revenue of The Register), or
g) provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of The Register.
1.6 By-laws and Technical Rules
The Committee from time to time may make, amend or rescind by-laws, technical rules, specifications and policies for the conduct and control of The Register’s activities, and codes of conduct applicable to Members, but:
a) no such by-laws, technical rules, specifications, policies or codes of conduct shall be inconsistent with this Constitution, the Act, regulations made under the Act, or any other legislation, and
b) no such codes of conduct, technical rules or specifications relating to Members or motorcycles eligible for competition events conducted by The Register generally, and also for specific competition events, shall be inconsistent with the current edition of the Manual of Motorcycle Sport (Road) issued by Motorcycling New Zealand Inc. (MNZ).
1.7 Culture
The Register values a supportive, inclusive culture based on fairness and good sportsmanship. This Constitution shall be interpreted with this culture in mind.
1.8 Act and Regulations
Nothing in this Constitution authorises The Register to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.
1.9 Registered Office
The registered office of The Register shall be at such place in New Zealand as the Committee from time to time determines. Changes to the registered office shall be notified to the Registrar of Incorporated Societies at least 7 (seven) Clear Days before the change of address for the registered office is due to take effect, and in a form and as required by the Act.
1.10 Contact Person
The Register shall have at least 1 (one) but no more than 3 (three) contact person(s) whom the Registrar can contact when needed. The Register’s contact person(s) must be at least 18 years of age, and ordinarily resident in New Zealand. The contact person(s) shall be appointed by the Committee. 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.
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 (twenty) Clear Days of that change occurring, or The Register becoming aware of the change.
2 Members
2.1 Minimum Number of Members
The Register shall maintain the minimum number of Members required by the Act.
2.2 Types of Members
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
a) Full Member: A Full Member is an individual, aged 18 years and over, who has paid the prescribed subscription and been admitted to membership under this Constitution.
b) Junior Member: A Junior Member is an individual, aged 17 years and under, who has paid the prescribed subscription and been admitted to membership under this Constitution, who shall be exempt from event entry fees.
c) Life Member: A Life Member is a person honoured for their highly valued services to The Register or Historic or Classic motorcycling generally in New Zealand, and elected as a Life Member by resolution at an Annual General Meeting passed by a two-thirds majority of those Members present and voting. A Life Member shall be entitled to all the rights and privileges of a Full Member and shall be exempt from all membership subscriptions or fees.
2.3 Becoming a Member: Consent
Every applicant for membership must consent in writing to becoming a Member.
2.4 Becoming a Member: Process
An applicant for membership must fully complete any prescribed application form, supply any information as may be reasonably required by the Committee regarding an application for membership, pay the relevant membership subscription and any fees, and will become a Member on acceptance of that application by the Committee.
The Committee may accept or decline an application for membership at its sole discretion. The Committee must advise the applicant of its decision. If an application is declined any monies paid shall be refunded back to the applicant.
The completed application form of each person applying to become a Register Member shall be retained in The Register’s membership records.
2.5 Members’ Obligation and Rights
Every Member shall provide The Register in writing with that Member’s name and contact details (namely, physical and email address and a telephone number) and promptly advise The Register in writing of any changes to those details.
All Members shall endeavour to promote the interests and purposes of The Register and shall do nothing to bring The Register into disrepute.
A Member is only entitled to exercise the rights of membership if their annual subscription and any other fees have been paid by their respective due dates, but no Member or Life Member is liable for an obligation of The Register by reason only of being a Member.
The Committee may decide what access or use Members may have of or to any equipment or other property owned, or otherwise used by The Register, and to participate in The Register’s activities, including any conditions of and fees for such access, use or involvement.
2.6 Subscription and Fees
The annual subscription and any other fees for the next financial year shall be set by resolution at a General Meeting not later than one month prior to the end of the current financial year. Members are to be advised of the annual subscription and any other fees for the next financial year, prior to the end of the current financial year.
Any Member failing to pay the annual subscription, due on 1 June, within 30 (thirty) Clear Days shall be considered as unfinancial and shall have no membership rights until their membership is again
current. If such arrears are not paid within 12 (twelve) months of the due date the Committee may terminate the Member’s membership (without being required to give prior notice to that Member).
2.7 Ceasing to be a Member
A Member ceases to be a Member:
a) by resignation from that Member’s class of membership by written notice to the Committee signed by that Member, or
b) on termination of a Member’s membership following a dispute resolution process under this Constitution, or
c) on death, or
d) by resolution of the Committee where the Member has failed to pay a subscription or other amount due to The Register within 12 (twelve) months of the due date for payment.
with effect from (as applicable):
a) the date of receipt of the Member’s notice of resignation by the Committee (or any subsequent date stated in the notice of resignation), or
b) the date of termination of the Member’s membership under this Constitution, or
c) the date of death of the Member or
d) the date specified in a resolution of the Committee
When a Member’s membership has been terminated the Committee shall promptly notify the former Member in writing.
3 General Meetings
3.1 Procedures for al General Meetings
The Committee shall give all Members at least 14 Clear Days’ written Notice of any General Meeting stating the date, time, place and the business to be conducted at that General Meeting. That Notice will be addressed to the Member at the contact address notified to The Register and recorded in The Register’s register of members. 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.
Only financial Members may speak and vote at General Meetings:
a) in person, and
b) no proxy voting shall be permitted.
No General Meeting may be held unless at least 14 (fourteen) eligible Members attend throughout the meeting and this will constitute a quorum.
If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting:
a) if convened upon request of Members – shall be dissolved.
b) in any other case shall stand adjourned to a day, time and place determined by the Chairperson of the Meeting, and if at such adjourned meeting a quorum is not present those Members present in person shall be deemed to constitute a sufficient quorum.
A Member personally present is entitled to exercise one vote on any motion at a General Meeting, and voting at a General Meeting shall be by voices, or by show of hands, or on demand of the Chairperson or of 2 (two) or more Members present, by secret ballot.
Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those eligible members attending in person and voting at a General Meeting.
Any decisions made when a quorum is not present are not valid.
Written resolutions may not be passed in lieu of a General Meeting.
All General Meetings shall be chaired by the President. If the President is absent, the Vice-President shall chair that meeting. If neither the President nor Vice-President are present, the Members present shall elect another member of the Committee to be chairperson of the 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:
a) with the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
b) direct that any person at the General Meeting obstructing the business of 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.
c) in the case of emergency, adjourn the General Meeting or declare it closed.
The Committee may propose motions for The Register to vote on (‘Committee Motions’), which shall be notified to Members with the notice of the General Meeting.
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 14 (fourteen) Clear Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’). If notice of the motion is given to the Secretary before 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.
3.2 Minutes
The Register must keep minutes of all General Meetings.
3.3 Annual General Meetings: when they will be held
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 Constitution relating to the procedure to be followed at General Meetings shall apply. The Annual General Meeting must be held no later than the earlier of the following –
a) 6 (six) months after the balance date of The Register, or
b) 15 (fifteen) months after the previous annual meeting.
3.4 Annual General Meetings: business
The business of an Annual General Meeting shall be to:
a) confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting, and
b) adopt the annual report on the operations and affairs of The Register, and
c) adopt the Committee’s report on the finances of The Register, and the annual financial statements, and
d) approve annual subscriptions and any fees for the next financial year, and
e) elect a new Committee in accordance with clauses 4.1 and 6.3 of this Constitution, and
f) consider any motions of which prior notice has been given to Members with notice of the Meeting, and
g) consider any general business.
The Committee must, at each Annual General Meeting, present the following information:
a) an annual report on the operation and affairs of The Register during the most recently completed accounting period, and
b) the annual financial statements for that period, and
c) notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).
3.5 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 it receives a written request signed by at least 5 (five) percent of financial Members.
Any Committee resolution or written request by Members must state the business that the Special General Meeting is to deal with.
The rules in this Constitution 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.
4 Committee
4.1 Committee composition
The affairs of The Register shall be managed by a Committee comprised of at least 8 (eight) Officers and no more than 12 (twelve) Officers, made up of the following: President, Vice-President, Secretary, Treasurer and general committee members.
4.2 Functions of the committee
From the end of each Annual General Meeting until the end of the next, The Register shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Act and this Constitution.
4.3 Powers of the committee
The Committee has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of The Register, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
4.4 Sub-committees
The Committee shall maintain the following Sub-committees (each with a minimum number of 3 (three) persons) in place at all times:
a) Race Sub-committee
b) Technical Sub-committee
c) Major Events Sub-committee
The Committee may appoint further Sub-committees consisting of such persons (whether or not Members of The Register) and for such purposes as it thinks fit.
Unless otherwise resolved by the Committee:
a) the quorum of every Sub-committee is half the members of the Sub-committee but not less than 2 (two).
b) no Sub-committee shall have power to co-opt additional members.
c) a Sub-committee must not commit The Register to any financial expenditure without express authority from the Committee.
d) a Sub-committee may not further delegate any of its functions or responsibilities.
4.5 Minutes
The Committee and all Sub-committees shall keep accurate minutes of their meetings.
4.6 General matters: committees
The Committee and any Sub-committee may act by resolution approved during 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 or Sub-committee meeting.
5 Committee meetings
5.1 Procedure
The quorum for Committee meetings is at least half the number of members of the Committee, but no less than 5 (five).
A meeting of the Committee may be held either by a number of the members of the Committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or by means of audio, or audio and visual communication by which all members of the Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.
A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes cast on it are in favour of the resolution.
Every Officer on the Committee shall have one vote. The chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee.
The President, as elected at the Annual General Meeting, shall be the Chairperson of the Committee at Committee meetings. If the President is absent, the Vice-President shall chair that meeting. If at a meeting of the Committee, neither the President nor Vice-President are present, the members of the Committee present may choose one of their number to be chairperson of the meeting.
Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.
5.2 Frequency
The Committee shall meet at least monthly 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 President or Secretary.
The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 (five) Clear Days notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.
6 Officers
6.1 Qualifications of officers
Every Officer must be a natural person who, before election or appointment:
a) has consented in writing to be an Officer of The Register, and
b) certifies in writing that they are not disqualified under section 47(3) of the Act from being elected or appointed or otherwise holding office as an Officer of The Register, and each certificate shall be retained in The Register’s records.
6.2 Officers’ duties
At all times each Officer:
a) shall act in good faith and in what he or she believes to be the best interests of The Register,
b) must exercise all powers for a proper purpose,
c) must not act, or agree to The Register acting, in a manner that contravenes the Act or this Constitution,
d)
when exercising powers or performing duties as an Officer, 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:
i). the nature of The Register, and
ii). the nature of the decision, and
iii). the position of the Officer and the nature of the responsibilities undertaken by them.
e) must not agree to or cause or allow the activities of The Register to be carried on in a manner likely to create a substantial risk of serious loss to The Register or to The Register’s creditors, and
f) must not agree to The Register incurring an obligation unless he or she believes at that time on reasonable grounds that The Register will be able to perform the obligation when it is required to do so.
6.3 Election or appointment of officers
The election of Officers shall be conducted as follows:
a) Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy can be filled by resolution of the Committee
b) A candidate’s written nomination, signed by proposer and seconder and accompanied by the written consent of the nominee, with a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualifications of Officers’ rule above) shall be received by The Secretary 5 (five) clear days before the date of the Annual General Meeting.
c) If there are insufficient valid nominations received, further nominations, duly proposed and seconded, may be received from the floor at the Annual General Meeting. For such nomination to be valid, the nominee shall, at the time the nomination is made, indicate their willingness to serve in the position proposed and that they are not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).
d) Votes shall be cast by secret ballot. 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).
e) Two Members (who are not nominees) or non-Members appointed by the Chairperson shall act as scrutineers for the counting of the votes and destruction of any voting papers.
f) The failure for any reason of any financial Member to receive such Notice of the Annual General Meeting shall not invalidate the election.
g) In addition to Officers elected under the foregoing provisions of this rule, if vacancies still remain, the Committee may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Committee any person so appointed shall have full speaking and voting rights as an Officer of The Register. Any such appointee must, before appointment, supply a signed consent to their appointment and a certificate that they are not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).
6.4 Term
The term of office for all Officers elected to the Committee shall be 1 (one) year, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office, at which time they shall retire but be eligible for re-election in accordance with the requirements as described in the ‘Election or Appointment of Officers’ rule above.
6.5 Removal of officers
An Officer shall be removed as an Officer by resolution of not less than two-thirds of the Committee or The Register, where in the opinion of the Committee or The Register:
a) the Officer has been absent from 3 (three) consecutive committee meetings without leave of absence from the Committee.
b) the Officer has brought The Register into disrepute.
c) the Officer has failed to disclose a conflict of interest.
d) the Committee passes a vote of no confidence in the Officer.
In either case with effect from the date specified in a resolution of the Committee or The Register.
The Officer in question has a right to be informed and heard before the issue is resolved.
6.6 Ceasing to hold office
An Officer ceases to hold office when they:
a) reach the end of their current term without re-election,
b) resign (by notice in writing to the Committee),
c) are removed,
d) die, or
e) otherwise vacate office in accordance with section 50(1) of the Act.
Each Officer shall within 25 (twentyfive) Clear Days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers and other property of The Register held by such former Officer.
6.7 Conflicts of interest
An Officer who is an Interested Party in respect of any Matter being considered by The Register, 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) which shall be entered into an Interests Register kept by the Committee.
Disclosure must be made as soon as practicable after the Officer becomes aware that they are interested in the Matter.
An Officer who is an Interested Party regarding a Matter:
a) must not vote or take part in the decision of the Committee and/or Sub-committee relating to the Matter; and
b) must not sign any document relating to the entry into a transaction or the initiation of the Matter; 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.
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.
7 Records
7.1 Register of Members
The Register shall keep an up-to-date Register of Members.
For each current Member, the information contained in the Register of Members shall include:
a) their name, and
b) the date on which they became a Member, and
c) their contact details, including a telephone number, postal address, email address, and
d) whether the Member is financial or not
Every current Member shall promptly advise The Register of any change of the Member’s contact details.
The Register shall also keep a record of the former Members who ceased to be a Member within the previous 7 years, which will record:
a) the former Member’s name, and
b) the date the former Member ceased to be a Member.
7.2 Interests Register
The Committee shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any Sub-committee.
7.3 Access to information for members
A Member may at any time make a written request for information held by The Register.
The request must specify the information sought in sufficient detail to enable the information to be identified.
The Register must, within a reasonable time after receiving a request:
a) provide the information, or
b) agree to provide the information within a specified period, or
c) refuse to provide the information, specifying the reasons for the refusal.
Without limiting the reasons for which they may refuse to provide the information, The Register may refuse to provide the information if:
a) withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
b) he disclosure of the information would, or would be likely to, prejudice the commercial position of The Register or of any of its Members, or
c) 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 Register, or
d) the information is not relevant to the operation or affairs of The Register, or
e) withholding the information is necessary to maintain legal professional privilege, or
f) the disclosure of the information would, or would be likely to, breach an enactment, or
g) the burden to The Register 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
h) the request for the information is frivolous or vexatious, or
i) the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this Constitution and the Act.
Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.
8 Finances
8.1 Control and management
The funds and property of The Register shall be:
a) controlled, invested and disposed of by the Committee, subject to this Constitution, and
b) devoted solely to the promotion of the purposes of The Register.
Disposal of any significant asset shall require approval by Members in General Meeting.
The Committee shall maintain bank accounts in the name of The Register.
All money received on account of The Register shall be banked within 5 (five) Clear Days of receipt into the Register’s bank account.
All accounts paid or for payment shall be submitted to the Committee for approval of payment.
The registered signatories for any account operated by The Register shall be the Treasurer and 2 (two) other Officers appointed by and from the Committee.
All approved payments of The Register’s monies shall be drawn on the appropriate bank account and authorised by any 2 (two) of the registered signatories.
The Committee must ensure that there are kept at all times accounting records that:
a) correctly record the transactions of The Register, and
b) allow The Register to produce financial statements that comply with the requirements of the Act, and
c) would enable the financial statements to be readily and properly reviewed or audited.
The Committee must establish and maintain a satisfactory system of control of The Register’s accounting records which must be kept in written form or in a form or manner that is easily accessible and convertible into written form, for the current accounting period and for the last 7 completed accounting periods of The Register.
8.2 Balance date
The Register’s financial year shall commence on 1st June of each year and end on 31st May of the following year (the latter date being The Register’s balance date).
9 Dispute resolution
9.1 Meanings of dispute and complaint
A dispute is a disagreement or conflict involving The Register and/or its Members in relation to specific allegations set out below.
The disagreement or conflict may be between any of the following persons:
a) 2 (two) or more Members
b) 1 (one) or more Members and The Register
c) 1 (one) or more Members and 1 (one) or more Officers
d) 2 (two) or more Officers
e) 1 (one) or more Officers and The Register
f) 1 (one) or more Members or Officers and The Register.
The disagreement or conflict relates to any of the following allegations:
a) a Member or an Officer has engaged in misconduct
b) a Member or an Officer has breached, or is likely to breach, a duty under The Register’s Constitution or by-laws or the Act.
c) The Register has breached, or is likely to breach, a duty under The Register’s Constitution or by-laws or the Act
d) a Member’s rights or interests as a Member have been damaged or Members’ rights or interests generally have been damaged.
9.2 How complaint is made
- A Member or an Officer may make a complaint by giving to the Committee (or a Disputes Sub-committee) a notice in writing that:
a) states that the Member or Officer is starting a procedure for resolving a dispute in accordance with The Register’s Constitution; and
b) sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
c) sets out any other information reasonably required by The Register. - The Register may make a complaint involving an allegation or allegations against a Member or an Officer by giving to the Member or Officer a notice in writing that:
a) states that The Register is starting a procedure for resolving a dispute in accordance with The Register’s Constitution; and
b) sets out the allegation to which the dispute relates.
The information given under subclause (1b) or (2b) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation(s) concerning them, with sufficient details given to enable that person to prepare a response.
A complaint may be made in any other reasonable manner permitted by The Register’s Constitution. All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to The Register’s activities.
The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute 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.
9.3 Person who makes complaint has right to be heard
A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
If The Register makes a complaint:
a) The Register 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 Register.
Without limiting the manner in which the Member, Officer, or The Register 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 The Register’s written or verbal statement or submissions (if any) are considered by the decision maker.
9.4 Person who is subject of complaint has right to be heard
This clause applies if a complaint involves an allegation that a Member, an Officer, or The Register (the ‘respondent’):
a) has engaged in misconduct; or
b) has breached, or is likely to breach, a duty under The Register’s Constitution or by-laws or the Act; or
c) has damaged the rights or interests of a Member or the rights or interests of Members generally.
The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
If the respondent is The Register, an Officer may exercise the right on behalf of the Society.
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.
9.5 Investigating and determining dispute
The Register 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.
Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.
9.6 The Register may decide not to proceed further with complaint
Despite the ‘Investigating and determining dispute’ rule above, The Register may decide not to proceed further with a complaint if:
a) the complaint is considered to be trivial; or
b) the complaint does not appear to disclose or involve any allegation of the following kind:
i). that a Member or an Officer has engaged in material misconduct:
ii). that a Member, an Officer, or The Register has materially breached, or is likely to materially breach, a duty under The Register’s Constitution or bylaws or the Act:
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.
9.7 The Register may refer complaint
The Register may refer a complaint to:
a) a Sub-committee or an external person to investigate and report; or
b) a Sub-committee, an arbitral tribunal, or an external person to investigate and make a decision.
The Register 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 arbitration).
9.8 Decision makers
A person may not act as a decision maker in relation to a complaint if 2 (two) or more members of the Committee or a Disputes Sub-committee 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.
10 Liquidation and removal from the register
10.1 Resolving to put society into liquidation
The Register may be liquidated in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 (thirty) Clear Days written Notice to all Members of the proposed resolution to put The Register into liquidation and 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 put The Register into liquidation must be passed by a two-thirds majority of all Members present and voting at the meeting called for that purpose.
10.2 Resolving to apply for removal from the register
The Register may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 (thirty) Clear Days written Notice to all Members of the proposed resolution to remove The Register from the Register of Incorporated Societies and 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 Register from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting at the meeting called for that purpose.
10.3 Surplus assets
If The Register is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
On the liquidation or removal from the Register of Incorporated Societies of The Register, its surplus assets, after payment of all debts, costs and liabilities, shall be vested in any incorporated society or not-for-profit entity having similar aims as the aims and objectives of The Register and as approved by members in General Meeting.
11 Alterations to the constitution
11.1 Amending this Constitution
All amendments must be made in accordance with this Constitution. Any minor or technical amendments proposed by the Committee from time to time shall be notified to Members and implemented as required by section 31 of the Act.
The Register may amend or replace this Constitution at a General Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
Any proposed resolution to amend or replace this Constitution shall be either:
a) made by the Committee, or
b) signed by at least 5 (five) per cent of eligible Members and given in writing to the Committee at least 30 (thirty) Clear Days before the General Meeting at which the resolution is to be considered
and in either case, accompanied by a written explanation of the reasons for the proposal.
At least 14 (fourteen) Clear Days before the General Meeting at which any amendment is to be considered the Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Committee has.
When an amendment or replacement of the Constitution 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.