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CONSTITUTION OF HAVELOCK SKI CLUB INCORPORATED

Contents

1. Definitions and interpretation 
2. Club details 
3. Purpose and powers 
4. Notices 
5. Membership 
6. Application for membership 
7. Rights and Obligations of Members 
8. Ceasing to be a Member 
9. Annual General Meetings 
10. Special General Meetings 
11. Conduct of General Meetings 
12. Committee 
13. Committee meetings 
14. Duties of Officers (Including Committee Members) 
15. Interests 
16. Finances 
17. Subscriptions, Levies, and Fees 
18. Amendments 
19. Club Rules 
20. Dispute resolution 
21. Liquidation and removal 
22. Matters not provided for 
23. Transition 


1. DEFINITIONS AND INTERPRETATION
1.1 Definitions: In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

  • a. Act means the Incorporated Societies Act 2022, including any amendments, and any regulations made under that Act.
  • b. AGM or Annual General Meeting means a meeting of the Members held once a year convened under this Constitution.
  • c. Application means an application for membership under clause 6 below.
  • d. Casual Vacancy is a vacancy which arises when a Committee Member does not serve their full term of office or where there are insufficient nominated candidates to fulfil the vacancies in the Committee.
  • e. Club means Havelock Ski Club Incorporated.
  • f. Club Facilities means the lodge owned by the Club situated in the Iwikau Village on Mount Ruapehu and any other lodge or building subsequently acquired by the Club, along with all fixtures, chattels and other personal property owned by the Club.
  • g. Club Rules means any bylaws, policies, regulations and codes of the Club made under clause 19 below. Club Rules are bylaws as that term is used in theAct.
  • h. Committee means the Club's governing body.
  • i. Committee Member means a member of the Committee elected or appointed pursuant to clause 12 below and includes the President and other Office Holders as well as members of the Committee who are not Office Holders.
  • j. Constitution means this Constitution, including any amendments and any schedules to this Constitution.
  • k. Contact Details means a physical address, an Electronic Address and/or a telephone number.
  • l. Electronic Address includes email addresses, and such other form of electronic communications as the Committee may determine may be used for communication with the Committee and the Club.
  • m. Exemption List means a list of Members who fall within the categories determined by the Committee in accordance with clause 17.3 below and who have applied and been approved to be included on the list.
  • n. Financial Year means the period from 1 January to 31 December in any given year.
  • o. General Meeting means an AGM or SGM of the Club.
  • p. Immediate Past President means the office of the person who held the role of President prior to the election of the President to the role.
  • q. Interested has the meaning given in section 62 of the Act.
  • r. Lodge Fees means the fees set under clause 17.8 below.
  • s. Matter has the meaning given in section 62(4) of the Act.
  • t. Member means each person who for the time being is a member of the Club and includes all classes of members described in clause 5.1 below.
  • u. Office Holder means the persons occupying the positions of President, the Immediate Past President, and any other role within the Committee that has been established by the Committee in the Club Rules pursuant to clause 12.8 below as an Office Holder role, such as Secretary or Treasurer (if those rolesare established).
  • v. Officer means a Committee Member and any natural person occupying a position in the Club that allows the person to exercise significant influence overthe management or administration of the Club.
  • w. Ordinary Resolution means a resolution passed by a majority of votes cast.
  • x. President means the office of President.
  • y. Parent means the natural or adoptive parent or otherwise the legal guardian of a minor under 18 years.
  • z. Secretary means the office of Secretary, if such is established as an Office Holder position by the Committee in the Club Rules of the Club pursuant toclause 12.8 below.
  • aa. SGM or Special General Meeting means a meeting of the Members, other than an AGM, called for a specific purpose or purposes.
  • bb. Special Resolution means a resolution passed by a 75% majority of votescast.
  • cc. Subscription means a subscription for membership of the Club in accordance with clause 17.2 or 17.6
  • dd. Treasurer means the office of Treasurer, if such is established as an Office Holder position by the Committee in the Club Rules of the Club pursuant to clause 12.8 below.
  • ee. Working Day has the meaning given to that term under the Legislation Act 2019 and excludes the day observed as the anniversary in Hawkes Bay.

1.2 Interpretation: Unless the context otherwise requires:

  • a. Words referring to the singular include the plural and vice versa.
  • b. Expressions referring to writing include references to words visibly represented, copied, or reproduced, including by email.
  • c. Reference to a person includes any other entity or association recognised by law and vice versa and any reference to a particular entity includes a reference to that entity's successors.
  • d. A reference to any legislation includes any secondary legislation, statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.
  • e. All periods of time or notice exclude the days on which they are given.


2. CLUB DETAILS
2.1 Name: The name of the society is Havelock Ski Club Incorporated.
2.2 Registered office: The registered office of the Club is at the place the Committee decides.
2.3 Contact person: At its first Committee meeting following an AGM, the Committee must appoint or reappoint at least one, and a maximum of three, persons to be the contact person, subject to those persons meeting the eligibility criteria set out in the Act. The Committee must advise the Registrar of Incorporated Societies of any change in the contact person or their Contact Details.


3. PURPOSE AND POWERS
3.1 Purpose: The purposes of the Club are to:

  • a. engage in, develop or encourage the sports of snow sports, tramping and mountaineering in New Zealand/Aotearoa, mainly as an amateur sport for the well-being, benefit and recreation of Members;
  • b. for the purpose of enabling or facilitating participation in the foregoing sports, to build, purchase or otherwise acquire or provide and/or to maintain or improve club lodges or houses, huts, storerooms, shelters or other buildings or installations, roads and tracks, snow sport grounds, snow sport jumps, snow sport lifts and other up-hill transport, equipment or gear and facilities, amenities or services of any kind whatsoever or to join with others in so doing;
  • c. affiliate or become a member or enter into any other relationship (whether involving pecuniary obligation or not) with any association or body having the national or district control of any of the sports aforesaid;
  • d. co-operate with Tourism New Zealand, the Department of Conservation, the operator of any snow sports resort on Mount Ruapehu or any other government department, firm, body or person interested in or concerned with the provision of accommodation, equipment or facilities for persons taking part in the above sports or concerned with the promotion thereof;
  • e. promote opportunities and facilities to enable, assist and enhance the participation, enjoyment and performance of snow sports, tramping and mountaineering;
  • f. promote social activities amongst the members or between the members and others and to provide entertainment for members;
  • g. promote, develop and co-ordinate competitions within the Club and the community of snow sports clubs in the Iwikau Village;
  • h. protect the integrity of snow sports, tramping and mountaineering and the Club by developing and enforcing standards of conduct, ethical behaviour and implementing good governance within the Club;
  • i. support the development of Members, including the relevant training, education and development of the Members, including in snow sports, tramping and mountaineering, as ski patrol, instructors, officials, coaches, and volunteers.

3.2 Capacity and powers: The Club has, both within and outside New Zealand, full capacity, rights, powers and privileges to carry on or undertake any activity, do any act, or enter into any transaction, subject to this Constitution, the Act, any other legislation, and the general law.


4. NOTICES
4.1 Notices: Subject to any other notice requirements in this Constitution, any notice or other communication given under this Constitution must be in writing and will be
given to:

  • a. a Member if delivered by hand to the Member or sent to the physical address or email or other Electronic Address provided by the Member and as set out intheir Contact Details; or
  • b. the Club if by post to the Club's registered office set out on the Register of Incorporated Societies or to the Club’s Electronic Address as published on its website or otherwise published by the Committee as the Electronic Address of the Club.

4.2 Receipt of notices: A notice is deemed to have been received if sent to the address or email or other Electronic Address provided by the Member to Club and as set out in their Contact Details and:

  • a. if delivered by hand, at the time of delivery;
  • b. if given by post, when left at the address of that party or ten Working Days afterbeing put in the post; or
  • c. if sent to an Electronic Address, upon production of a physical copy of the emailor message detailing the time and the date the email or message was sent (provided that the sender does not receive any "out of office" auto-reply or other indication of non-receipt); provided that any notice or communication received or deemed received after 5pm on a Working Day, or on a day which is not a Working Day, will be deemed not to have been received until the next Working Day.


5. MEMBERSHIP
5.1 Members: The Members of the Club are:

  • a. Ordinary Members, who must be over the age of 18 as at 1 June in the Financial Year of their Application for membership.
  • b. Junior Members, who must be under the age of 18 as at 1 June in the current Financial Year and who must have a Parent who is an Ordinary Member of the Club, and whose membership is subject to the provisions in clause 5.3 below.
  • c. Life Members, who have received a grant of Life Membership in accordance with clause 5.4 below;
  • d. Honorary Members, who have been appointed as such in accordance with clause 5.5 below; and
  • e. any other categories of member as the Committee determines.

5.2 Numbers of Members: Membership shall be limited to such number as shall be determined from time to time by the Committee.
5.3 Junior Members: On attaining the age of 18 years any Junior Member shall cease to be a Junior Member but shall be automatically moved by the Committee to Ordinary Member classification for the current Financial Year. Junior Members shall enjoy all of the privileges of an Ordinary Member except that:

  • a. they shall not exercise a vote at any meeting or hold office; and
  • b. their rights of occupancy of any Club building may be regulated as the Committee thinks fit.

5.4 Life Members: Life Membership may be granted in recognition and appreciation of outstanding service by an individual to the Club. Any Member may nominate an
individual to become a Life Member by giving notice to the Committee setting out the grounds for the nomination. The Committee must then determine whether the nomination should be forwarded to a General Meeting for determination by the Members. A person may only be elected as a Life Member by a Special Resolution at a General Meeting. A person consents to becoming a Life Member on acceptance of their life membership. Life Members have such rights and benefits determined by the Committee and are otherwise entitled to enjoy all the rights and privileges of membership without paying the annual Subscription or any entrance fee.
5.5 Honorary Members: The Committee shall have power by the unanimous vote of those present and voting to elect Honorary Members of the Club for a term not
exceeding two years, and to review such membership for a further term or terms. Honorary Members are not required to pay the annual Subscription or any entrance fee, and shall be entitled to all privileges of membership except that:

  • a. they shall not vote upon any question affecting the finances of the Club; and
  • b. shall not be qualified to serve upon the Committee.

5.6 Membership fees: The Committee will decide any entrance, membership, Subscription and other fees payable by Members and the due date for those fees. The Committee may determine different fees for different types and groups of Members.
5.7 Member register: The Committee will keep an up-to-date Member register, which includes each Member's name, Contact Details and the date they became a Member. A Member must provide notice to the Club of any change to their Contact Details. The Member register will be updated as soon as practicable after the Committee becomes aware of changes of the information recorded in the Member register. The Committee will keep a record of those who have ceased to be a Club Member within the previous 7 years and the date on which they ceased to be a Member.


6. APPLICATION FOR MEMBERSHIP
6.1 Application: Any person interested in joining the Club may apply for membership. An application to become a Member (Application) must be in the form required by
the Committee. Every applicant must:

  • a. be nominated in writing by an existing Ordinary, Life or Honorary Member;
  • b. be seconded in writing by an existing Ordinary, Life or Honorary Member;
  • c. agree to comply with this Constitution and the Club Rules (as in force from time to time);
  • d. agree to pay the Club’s entrance, membership or other fees.

6.2 Application for a Junior membership must be made by a parent of the applicant.
6.3 Decision on Application: All Applications are decided by the Committee, which may accept or decline an Application in its absolute discretion. The Committee may only accept an Application if two thirds of the members of the Committee present and voting are in favour of accepting the application. The Committee may waive any irregularity in a nomination or Application.
6.4 Member consent: A person consents to become a Member by submitting an Application to the Club and paying the required fees, unless otherwise specified in this Constitution. Each person who consents to become a Member is deemed to have received a copy of this Constitution and the Club Rules applicable at the time, and to have agreed to comply with both this Constitution and the Club Rules.
6.5 Becoming a Member: A person becomes a Member when their Application has been accepted and they have paid the required membership fees and satisfied any other preconditions set by the Committee.


7. RIGHTS AND OBLIGATIONS OF MEMBERS
7.1 Member rights and obligations: Members acknowledge and agree that:

  • a. they are bound by, and will comply with, this Constitution and the Club Rules;
  • b. they are entitled to all rights and entitlements granted by this Constitution or asdetermined by the Committee;
  • c. they are required to provide notice to the Club of any change to their ContactDetails and acknowledge that if they fail to do so they are deemed to have received a Notice sent to the Contact Details they have provided.
  • d. tor receive, or continue to receive or exercise Member rights, they must meet all the Member requirements set out in this Constitution and the Club Rules or as otherwise set by the Committee, including payment of any membership or other fees within the required time period;
  • e. if they fail to comply with clause 7.1 ( d ) above the Committee may terminate their membership, but the Member continues to be bound by this Constitution;
  • f. they do not have any rights of ownership of, or the automatic right to use, theClub's property; and
  • g. they will promote the interests and purposes of the Club and must not doanything to bring the Club into disrepute.

7.2 Suspension of Member: If a Member is, or may be, in breach under clause 7.1 , and the Committee believes it is in the best interests of the Club to do so, the Committee may suspend the Member until final determination of the matter under the dispute resolution process applicable to the matter. Before imposing any suspension, the Member must be given notice of the suspension.
7.3 Suspension of Member rights: Unless otherwise determined by the Committee, while a Member is suspended the Member is not entitled to attend, speak or vote at a General Meeting or to any other rights or entitlements as a Member and is notentitled to continue to hold office in any position within the Club, until such time as the alleged breach is resolved or determined.


8. CEASING TO BE A MEMBER
8.1 Ceasing to be Member: A Member ceases to be a Member:

  • a. on death;
  • b. by giving notice to the Committee of their resignation;
  • c. if their membership is terminated under clause 7.1e );
  • d. if their membership is terminated following a dispute resolution process or such other process set out or referred to in this Constitution;
  • e. if they are six months in arrears with their Subscription (following the process inclause 8.3 ).

8.2 Consequences of ceasing to be a Member: A Member who ceases to be a Member:

  • a. remains responsible to pay all their outstanding membership and other fees tothe Club;
  • b. remains responsible for any other obligations owing to the Club under this Constitution and the Club Rules;
  • c. must return all the Club's property if required;
  • d. ceases to be entitled to any rights of a Member.

8.3 Failure to pay subscription: The Committee may terminate the membership of any Member whose subscription is in arrears for six months but such Member shall
be liable to pay all subscriptions that have fallen due prior to their removal. In suchcircumstances, the procedure for striking off a Member shall be as follows:

  • a. A statement of account shall be issued to the Member;
  • b. If arrears are not paid within ten working days, the Treasurer or President shall write to the Member advising of the arrears and requesting they are paid within 5 working days or that the Member enters into a payment plan with the Club that is to the Treasurer or President’s satisfaction;
  • c. If the arrears are not paid or the Member has not entered into a payment plan with the Club that is to the President or Treasurer's satisfaction, the President shall write and notify the Member that if the arrears are not paid in full within 20 working days their Membership may be terminated without further notice;
  • d. If the arrears are not paid by the time specified by the President in the notice sent pursuant to clause 8.3 ( c ) above, then the President or Treasurer may recommend to the Committee that the Member’s membership is terminated. If such motion is passed by the Committee, the Committee shall send written notice of such termination to the Member.


9. ANNUAL GENERAL MEETINGS
9.1 AGM: An AGM must be held once a year at the time, date and place as the Committee decides, but not more than 6 months after the balance date of the Club and not more than 15 months after the previous AGM.
9.2 Notice of AGM: The Members must be given at least 20 working-days notice of the AGM, including the time, date and location and whether an audio, audio visual link or other electronic communication will be available to allow remote attendance.                                                                                                                                                                                            9.3 Business of AGM: The following business will be discussed at the AGM:

  • a. confirmation of the minutes of the previous AGM;
  • b. the Committee's presentation of the following information during the most recently completed accounting period:
    •  i. the annual report on the operations and affairs of the Club;
    • ii. the annual financial statements;
    • iii. any auditor's report to Members on the financial statements audited by aqualified auditor (if an audit is required by the Committee, by a resolutionof the Members at a General Meeting, or otherwise by law);
    • iv. notice of any disclosures of conflicts of interest made by Officers (includinga brief summary of the Matters, or types of Matters, to which those disclosures relate);
  • c. the election of any Committee Members;
  • d. consideration of any motions proposing to amend this Constitution that have been properly submitted for consideration at the AGM;
  • e. consideration of any other items of business that have been properly submitted for consideration at the AGM.

9.4 Notice of proposed motions: Members must give notice of any proposed motions and other items of business to the Club at least 10 working days before the date of the AGM.
9.5 Notice of agenda: Notice of the Agenda containing the business to be discussed at the AGM must be sent to all persons entitled to attend the AGM at least 5 working days before the date of the AGM. The Notice of Agenda must provide details as to any audio, audio visual link or other electronic communication that is available to allow remote attendance. No additional items of business can be voted on other than those set out in the agenda, but the Members present may agree by Special Resolution to discuss any other items.
9.6 Notice of alternative means of voting. The Committee may decide to allow alternative means of voting at the AGM, such as electronic or postal voting. The Notice of the Agenda must provide details of any form of alternative voting which the Committee has decided to allow including advising how the Member may cast such votes. The Members right to vote in person and or by proxy remains unaffected.
9.7 No quorum at AGM: If a quorum is not met within 30 minutes of the AGMs scheduled start time, the AGM is adjourned to a day, time and place set by the chair
of the AGM. If no quorum is met at the further AGM, the Members present, in person or through audio, audio visual link or other electronic communication, 15 minutes after the further AGM's scheduled start time are deemed to constitute a valid quorum.


10. SPECIAL GENERAL MEETINGS
10.1 Calling of SGM: The Committee must call a SGM if it receives a written request stating the purpose of the SGM from the Committee itself or by 15 Members.
10.2 Notice of SGM: Members must be given at least 10 working days notice of the SGM, unless the Committee, in its discretion, decides that the nature of the SGM business is of such urgency that a shorter period of notice is to be given to Members. The Notice must provide details as to any audio, audio visual link or other electronic communication that is available to allow remote attendance. A SGM may only consider and deal with the business specified in the request for the SGM. The Committee may decide to allow alternative means of voting at the SGM, such as electronic or postal voting. Notice of the SGM must provide details of any form of alternative voting which the Committee has decided to allow including advising how the Member may cast such votes. The Members right to vote in person and or by proxy remains unaffected.
10.3 No quorum at SGM: If a quorum is not met within 30 minutes of the scheduled start time of the SGM, the SGM is cancelled.


11. CONDUCT OF GENERAL MEETINGS
11.1 Method of holding meeting: A General Meeting may be held by a quorum of people being assembled at the time and place appointed for the meeting, participating by audio link, audio-visual link or other electronic communication or by a combination of those methods.
11.2 Quorum: No business may occur at any General Meeting unless a quorum is present at the meetings start time. The quorum for a General Meeting is 20 Members who are entitled to vote, including Members present by casting votes by electronic means or by proxy. The quorum must always be present during the General Meeting.
11.3 Control of General Meetings: The President chairs General Meetings. If that person is unavailable, the Immediate Past President will preside. In the absence of both of those persons, the Members present will elect a person to chair the General Meeting.
11.4 Omissions and irregularities: The General Meeting and its business will not be invalidated if one or more Members do not receive notice of the meeting. The General Meeting and its business will not be invalidated by an irregularity, error or omission in notices, agendas and papers of the meeting or notice within the required time frame or the omission to give notice to all Members and any other error in the organisation of the meeting if:

  • a. the chair of the meeting in their discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error, or omission; and
  • b. a motion to proceed is put to the meeting and a majority, of two-thirds of votes cast, is obtained in favour of the motion to proceed.

11.5 Attendance: Members and any other persons invited by the Committee are eligible to attend and speak at General Meetings.
11.6 Voting: Subject to clauses 5.3 , 5.5 and 7.3 above, a Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy. Voting may be cast in person, by proxy, or by such other means as the Committee may determine and as are set out in either the Notice of the Agenda of an AGM or the Notice of the SGM. Members attending a meeting by audio link, audio-visual link or other electronic communication are considered to be casting any vote in person.

  • a. In Person Voting: In person voting is firstly conducted by voice for those for and those against. If this is not decisive or if called upon from those present at the meeting, then voting shall be conducted by a show of hands, and if this is not decisive, for the show of hands to be counted. If this is not decisive then voting is to be conducted by a roll call of Members present and votes cast. In person voting for members attending a meeting by audio link, audio-visual link or other electronic communication may be conducted orally by a roll call, a show of hands, or by electronic means allowing votes to be cast and counted during the meeting.
  • b. Postal Voting: In the event that the Committee has given notice to allow postal voting, postal votes must be received by the Committee, by post or by email, prior to the start of the meeting.
  • c. Electronic Voting: In the event that the Committee has given notice to allow electronic voting, electronic votes must be cast and received by the Committee prior to the start of the meeting.
  • d. Voting by proxy: Where voting is cast by proxy, the chair of the General Meeting must receive notice of the proxy signed by the Member prior to the start of the meeting. The form of the proxy is: I [insert name] of [insert address] being a Member of the Club appoint [insert name of proxy] as my proxy to speak and vote for me at the General Meeting to be held on [insert date] and at any adjournment of that General Meeting. I direct my proxy to vote in the following manner [insert resolutions and whether the proxy is to vote for or against].
  • e. Tie Breaking: In the event of a tie, and provided that the chair of the meeting is a Member, then the chair has a casting vote, to be used in favour of the status quo except when this would result in an unlawful act by the Club.

11.7 Minutes: Minutes must be kept of all General Meetings.
11.8 Resolution: An Ordinary Resolution of Members at a General Meeting is sufficient to pass a resolution, except as specified in the Act or this Constitution.
11.9 Resolution passed in lieu of meeting: A resolution in writing signed or consented to by email or other electronic means by a 75% majority of Members is valid as if it had been passed at a General Meeting provided the requirements under sections 89 to 92 of the Act are complied with. Any resolution may consist of several documents in the same form each signed by one or more Members.


12. COMMITTEE
12.1 Functions and powers: Subject to any modifications, exceptions, or limitations contained in the Act or in this Constitution, the Committee must manage, direct orsupervise the operation and affairs of the Club and has all the powers necessary for managing,  and for directing and supervising the management of the operation and affairs of the Club.
12.2 Composition: The Committee consists of at least three and up to fifteen Committee Members, including the President, the Immediate Past President and any other Office Holders of the Club, such as Secretary and Treasurer, if those roles are established by the Committee in the Club Rules pursuant to clause 12.8 below. The balance of the Committee will comprise Committee Members who are not Office Holders.
12.3 If the Immediate Past President consents to continuing as a Committee Member and remains a Member of the Club then they shall assume office ex-officio. All other Committee Members (including Office Holders) shall be elected at the Annual General Meeting.
12.4 Members of the Committee must be Members of the Club and remain as Members during their term of office.
12.5 Term of office: Committee Members shall be elected at the AGM and shall remain in office from the conclusion of the AGM at which they are elected to the conclusion of the next AGM. A Committee Member may be re-elected to the Committee for a maximum of 10 consecutive terms of office. The term of any period served to fill a Casual Vacancy is disregarded for the purposes of calculating the total term served.
12.6 Role of President: The President will engage in activities agreed with the Committee which may include activities to promote the Club, good relations and communications between Members and the reputation and best interests of the Club, to preside at Club events, meetings and Committee Meetings, and to report to the Members at the AGM. The President must be a Member of the Club.
12.7 Role of Immediate Past President: The Immediate Past President is charged with supporting the President and providing continuity of knowledge
12.8 Office Holder positions: In addition to the position of President, the Committee may establish specific Office Holder positions. This may include the positions of Secretary, Treasurer, and any roles which the Committee considers necessary or desirable to facilitate and maintain the operations of the Club and the Club Facilities. The responsibilities of the Office Holders that are particular to their role will be included in the Club Rules of the Club. Office Holders are Committee Members.                                                                          12.9 Nomination of Committee Members for election: Committee Members are nominated for election as follows:

  • a. Subject to clauses 5.3 , 5.5 and 7.3 above, and clauses 12.11 to 12.15 below, every Ordinary and Life Member shall be eligible for election to the Committee.
  • b. When giving notice of the AGM, the Committee must identify:
    • i. the upcoming Office Holder positions within the Committee and must call for specific nominations to those Office Holder positions; and
    • ii. the number of Committee Members to be elected who will not hold Office Holder positions, and must call for nominations to those Committee Member positions.
  • c. Nominations are to be in writing and must be made by an Ordinary, Life or Honorary Member and must be seconded by an Ordinary, Life or Honorary Member (neither of whom can be the candidate standing for election). The nomination must specify the specific Office Holder position to which the candidate is nominated for election and/or whether they are seeking election as a Committee Member who does not hold an Office Holder position. The candidate must consent in writing to the nomination and confirm that they are qualified to be elected. The nomination must be received by the Committee prior to the commencement of the AGM.
  • d. If insufficient nominations in writing are received the Chairperson at the AGM may direct that nominations may be received directly from the floor of the AGM provided that every candidate nominated under this provision must be nominated by an Ordinary, Life or Honorary Member present at the AGM, and seconded by an Ordinary, Life or Honorary Member present at the AGM, neither of whom can be the candidate standing for election.

12.10 Election of Committee Members: Committee Members are elected at the AGM as follows:

  • a. The Chairperson of the meeting must advise the Members present at themeeting of the candidates who have been nominated for election for each Office Holder position.
  • b. The election of Office Holders is to take place before the election of Committee Members who do not hold an Office Holder position.
  • c. If there is only one nominated candidate to hold an Office Holder position, that candidate is declared to be elected without the need for a vote.
  • d. If there is more than one nominated candidate for an Office Holder position, then the election is by secret ballot, unless otherwise decided by the Chair of the General Meeting and approved by a Special Resolution of Members. If a secret ballot is held, two scrutineers must be appointed at the General Meeting to count the votes.
  • e. Those nominated candidates who have the highest number of votes in their favour to fit the number of vacant positions are declared elected.
  • f. If the number of votes for one or more nominated candidates is equal to another nominated candidate, a further vote will be held between the tied nominated candidates.
  • g. Following election of the Office Holder positions, if the number of nominated candidates for Committee Members who do not hold an Office Holder position is less than or equal to the vacancies in the Committee, those candidates are declared to be elected without the need for a vote.
  • h. If there are more nominated candidates for Committee Members who do not hold an Office Holder position than number of positions available, the election of those Committee Members is to follow the process as set out in subclauses ( d ) to ( f ) above.                                                                                                                                                 

12.11 Qualification: Every Office Holder and Committee Member must, in writing:

  • a. consent to be a Committee Member; and
  • b. certify that they are not disqualified from being elected or holding office as a Committee Member by this Constitution or under section 47 of the Act.

12.12 Disqualification: The following persons are disqualified from being elected or holding office as a Committee Member:

  • a. a person who is an employee of the Club;
  • b. a person who is not a current Member of the Club;
  • c. a person who is disqualified from being elected or holding office as a Committee Member under section 47 of Act; and
  • d. a person who has been removed as a Committee Member following a process under this Constitution or any Club Rule.

12.13 If an existing Committee Member becomes or holds any position in clause 12.12a ) above then upon their appointment to such a position, they are deemed to have vacated their office as a Committee Member.

12.14 If any of the circumstances listed in clause 12.12cb ) above occur to an existing Committee Member, they are deemed to have vacated their office upon ceasing to be a Member of Club, but are not disqualified from being elected or holding office as a Committee Member if they later become a Member of the Club.

12.15 If any of the circumstances listed in clause 12.12c ) above occur to an existing Committee Member, they are deemed to have vacated their office upon the relevant authority making an order or finding against them of any of those circumstances.

12.16 Casual Vacancy: If a Casual Vacancy arises, the remaining Committee Members may:
a. appoint a person of their choice to fill the Casual Vacancy until the expiry of th term of the person they replace;
b. appoint a person of their choice to fill the Casual Vacancy only until the nextAGM, at which a person is elected to fill the remainder of the term of the Casual Vacancy; or
c. may leave the Casual Vacancy unfilled until the next AGM, at which a person iselected to fill the remainder of the term of the Casual Vacancy.

12.17 Suspension of Committee Member: If any Committee Member is or may be the subject of an allegation, notice or charge described under clause 12.12 or any
circumstances arise in relation to a Committee Member which are or may be of concern to the Committee, the remaining Committee Members may by Special Resolution suspend the Committee Member from the Committee and set conditions as it requires pending the final determination of the allegation, notice, charge or circumstances. Before imposing any suspension, the Committee Member must be given notice of the suspension.

12.18 Removal of Committee Member:

  • a. The Committee may, by Special Resolution, remove any Committee Memberfrom the Committee before the expiry of their term of office if the Committeeconsiders the Committee Member concerned:
    • i. has seriously breached duties under this Constitution or the Act;
    • ii. has failed to attend three consecutive Committee meetings without goodreason; or
    • iii. is no longer a suitable person to be a Committee Member.
  • b. The Committee Member who is the subject of the motion is counted for thepurpose of reaching a quorum but will not participate in the vote on the motion.
  • c. Before considering a motion for removal, the Committee Member who is thesubject of the motion must be given:
    • i. notice that a Committee meeting is to be held to discuss the motion toremove the Committee Member;
    • ii. adequate time to prepare a response;
    • iii. the opportunity prior to the Committee meeting to make writtensubmissions; and
    • iv. the opportunity to be heard at the Committee meeting.

12.19 Committee Member ceasing to hold office:

A person ceases to be a Committee Member or Officer if:

  • a. their term expires;
  • b. the person resigns by delivering a signed notice of resignation to the Committee;
  • c. the person becomes disqualified from being a Committee Member in accordance with clauses 12.12 to 12.15 above;
  • d. the person becomes disqualified from being an Officer under section 47 of the Act; or
  • e. the person dies.

12.20 Powers of the Committee: The Committee may establish and convene sub- committees to carry out any tasks associated with its responsibilities. The Committee may:
a. delegate to a sub-committees such powers and authorities as it thinks necessary to carry out an appointed task; and
b. appoint Members onto the sub-committee who are not members of the Committee.


13. COMMITTEE MEETINGS
13.1 Calling meetings: Committee meetings may be called at any time by the President or Secretary, or by any four Committee Members. The Committee shall meet as and when required but generally the Committee meets every 6 to 8 weeks between February and November each year. All Committee Members must be sent written notice at least 72 hours prior to the time fixed for the meeting of the Committee specifying the location of the meeting and the nature of the business to be dealt with at the meeting.
13.2 Location of meetings: Committee meetings may be held in person or using appropriate remote audio or audio-visual link or other electronic communication technology.
13.3 Meeting procedure: Except to the extent specified in the Act or this Constitution, the Committee may regulate its own procedure.
13.4 Quorum: The quorum for a Committee meeting is at least six Committee Members being simultaneously in attendance. Any Committee Member may be counted for the purposes of a quorum, participate in any meeting, and vote on any proposed resolution at a Committee meeting without being physically present. This may only occur at Committee meetings by audio or audio-visual link or other electronic communication provided that all persons participating in the Committee meeting can hear each other effectively and simultaneously.
13.5 Chair: The President will chair Committee meetings and General Meetings. If the President is unavailable, another Committee Member must be appointed by the Committee to undertake the Chairs role during the period of unavailability.
13.6 Voting: Each Committee Member has one vote. Voting is by voices or on request of any Committee Member by a show of hands or by a ballot. Proxy and postal votes are not permitted. Voting by electronic means is permitted. If there is an equality of votes, the Chair does not have a casting vote.
13.7 Resolution in writing: A resolution in writing signed or consented to by email or other electronic means by a majority of Committee Members is valid as if it had been passed at a Committee meeting. Any resolution may consist of several documents in the same form each signed by one or more Committee Members.
13.8 Urgent Committee business: In the case of urgent Committee business the President or Secretary or any Office Holder for the time being presiding over the Committee meetings may summon together such members of the Committee, not being less than 3 in addition to themself, as can be convened in the time available and such meeting shall be deemed a duly convened Committee Meeting for the purposes of such business. Any resolutions made at such meeting must be on an interim basis, and shall be:

  • a. advised in writing to all Committee Members; and
  • b. reviewed and either confirmed, modified or reversed at the next Committee meeting.


14. DUTIES OF OFFICERS (INCLUDING COMMITTEE MEMBERS)
14.1 Any Officer, including any Committee Member:

  • a. when exercising powers or performing duties as an Officer, must act in good faith and in what the Officer believes to be the best interests of the Club;
  • b. must exercise a power as an Officer for a proper purpose;
  • c. must not act, or agree to the Club 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 the nature of the Club, the nature of the decision and the position of the Officer and the nature of the responsibilities undertaken by them;
  • e. must not agree to the activities of the Club being carried on in a manner likely to create a substantial risk of serious loss to the Club's creditors or cause or allow the activities of the Club to be carried on in a manner likely to create a substantial risk of serious loss to the Club's creditors;
  • f. must not agree to the Club incurring an obligation unless the Officer believes at that time on reasonable grounds that the Club will be able to perform the obligation when it is required to do so; and
  • g. when exercising powers or performing duties as an Officer, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:
    • i. an employee whom the Officer believes on reasonable grounds to bereliable and competent in relation to the matters concerned;
    • ii. a professional adviser or expert in relation to matters that the officer believes on reasonable grounds to be within the persons professional or expert competence; or
    • iii. any other Officer or subcommittee of Officers on which the Officer did notserve in relation to matters within the Officer's or subcommittee's designated authority, if the Officer, acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that the reliance is unwarranted.

14.2 The roles and duties for specific Officer Holders of the Club must be set out by the Committee in the Club Rules.


15. INTERESTS
15.1 Register of interests: The Committee must keep a register of interest disclosures made by Officers/Committee Members.
15.2 Duty to disclose interest: An Officer/Committee Member who is Interested in a Matter relating to the Club must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Committee, as soon as practicable after the officer becomes aware that they are interested in the Matter and include it in the register of interests.
15.3 Consequences of being Interested: An Officer/Committee Member who is Interested in a Matter:

  • a. must not vote or take part in a decision of the Committee relating to the Matter, unless all non-interested Committee Members consent;
  • b. must not sign any document relating to the entry into a transaction or the initiation of the Matter, unless all non-interested Committee Members consent;
  • c. must not take part in any Committee discussion relating to the Matter or be present at the time of the Committee decision, unless all non-interested Committee Members consent;
  • d. may be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

15.4 Calling of SGM: Despite clause 15.3 above, if 50% or more Committee Members are Interested in a Matter, an SGM must be called to consider and determine the Matter.
15.5 Notice of failure to comply: The Committee must notify Members of a failure to comply with section 63 or 64 of the Act, and of any transactions affected, as soon as practicable after becoming aware of the failure.


16. FINANCES
16.1 Control and management of finances: The funds and property of the Club are controlled, invested and disposed of by the Committee, subject to this Constitution and devoted solely to the promotion of the purposes of the Club set out in clause 3 above.
16.2 Balance date: The Club's balance date is 31 December of each year or on the date as the Committee decides.
16.3 Audit of financial statements: If an audit is required by the Committee, by a resolution of the Members at a General Meeting, or otherwise by law, then the auditor will be appointed by the Committee or by the Members at a General Meeting and the audited financial statements are to be submitted to the AGM.
16.4 No personal benefit: The Officers/Committee Members and Members may not receive any distributions of profit or income from the Club. This does not prevent Officers or Members:

  • a. receiving reimbursement of actual and reasonable expenses incurred or a contribution towards the same; or
  • b. entering into any transactions with the Club for goods or services supplied to or from them, which are at arms length, relative to what would occur between unrelated parties, provided no Officer or Member is allowed to influence any such decision made by the Club in respect of payments or transactions between it and them, their direct family or any associated entity.

16.5 Indemnity: The Club shall indemnify the Officers/ Committee Members and members of any Sub-Committees for:

  • a. any liability to any person other than the Club for any act or omission in their capacity as an Officer, or member of the Committee or subcommittee other than criminal liability or a liability that arises out of a failure to act in good faith and in what the Officer, or member of the Committee or subcommittee believes to be the best interests of the Club when acting in their capacity as an Officer, or member of the Committee or subcommittee of the Club; and
  • b. any costs incurred by them in defending or settling a proceeding that relates to liability of a kind referred to in section 94(1) of the Act if judgment is given in their favour or if they are acquitted, or if the proceeding is discontinued.

16.6 The Club may effect insurance for the Officers and members of the Committee and Sub-Committees in respect of the matters set out in section 97 and 98 of the Act, and in accordance with the processes set out in section 97 of the Act.
16.7 Property: No land or building owned by the Club shall be sold or be let or leased for more than 21 days at a time without the prior consent of the Members given by Special Resolution at an AGM or SGM.


17. SUBSCRIPTIONS, LEVIES, AND FEES
17.1 Entrance Fees: The Committee may if it thinks fit impose such entrance fee for Members and such method of payment thereof as it may from time to time determine.
17.2 Annual Subscription: The Committee shall in respect of each financial year have power to fix an annual Subscription payable by the Members. Subject to clauses
17.3 to 17.6 below, Members shall pay the Subscription on invoice and within the time allowed for payment.
17.3 Exemption Categories and Lists: The Committee may determine categories of Members who may apply in writing to be placed on an Exemption List. The categories are to be set out in the Club Rules. Members placed on an Exemption List shall be liable to pay such proportion of the annual Subscription which would have otherwise been payable by such Member as the Committee from time to time may determine, and shall not be entitled to receive such of the privileges of membership as the Committee shall determine shall be available to that category.
17.4 As at the date of the approval of this Constitution the Exemption List will include the Students and Overseas Members List established under the previous constitution. The Committee has the discretion to modify, vary, or abolish such a list and to establish alternative lists in its place.
17.5 The Committee shall have the sole and absolute discretion to approve suchapplication to be placed on an Exemption List. The Committee shall periodically review the entitlement of Members on an Exemption List to remain on the Exemption List.
17.6 Life Subscription: Life Subscriptions may be offered by the Committee from time to time for special purpose funding. A Member who pays a Life Subscription shall not be required to pay the annual Subscription but is still required to pay any levy set by the Committee and any Lodge Fees for use of the Club Facilities.
17.7 Levies: The Committee shall have power to fix a levy and the time for payment by Members for the purposes of:

  • a. acquiring any asset for the Club.
  • b. providing for the maintenance, repair or improvement of any asset owned by the Club; or
  • c. meeting any expenditure approved by Special Resolution at an AGM or SGM.

17.8 Lodge Fees. The Committee shall have the power to set Lodge Fees for use of the Club’s Facilities by Members and those who are not Members of the Club (Non- Members). Different Lodge Fees may be set for different categories of Members, such as Junior or Youth rates. Lodge Fees may differ at different times of the year. Determination of such categories and rates is entirely at the discretion of the Committee.


18. AMENDMENTS
18.1 Amendments: This Constitution may only be amended or replaced by Special Resolution of Members at a General Meeting.
18.2 No amendment: No addition to, deletion from or alteration of this Constitution may be made which would allow the Club to pay personal pecuniary profits to any individuals.


19. CLUB RULES
19.1 Club Rules: The Committee may make and amend Club Rules for the conduct and control of the Clubs activities and codes of conduct applicable to Members. Any Club Rule must be consistent with this Constitution, the Clubs purposes set out in clause 3, the Act and any other laws. All Club Rules are binding on the Club and the Members. The making, amendment, revocation, or replacement of a Club Rule is not an amendment of this Constitution. Club Rules are bylaws as that term is used in the Act.
19.2 Publication to Members: The Committee must maintain a current version of the Club Rules which includes any changes made to them and states the date on which that version of the Club Rules comes into effect. The version of the Club Rules in effect must be made available:

  • a. to any person interested in joining the Club, as part of their Application formembership;
  • b. to Members either via the Club’s website or other similar means, or to beprovided within a reasonable timeframe upon written request to the Secretary or Committee.


20. DISPUTE RESOLUTION
20.1 Definitions: In this clause 20 :

  • a. Dispute means a disagreement or conflict between and among any one or more Members, any one or more Officers and the Club, that relates to an allegation that:
    • i. a Member or an Officer has engaged in misconduct; or
    • ii. a Member or an Officer has breached, or is likely to breach, a duty under this Constitution or the Act; or
    • iii. the Club has breached, or is likely to breach, a duty under this Constitution or the Act; or
    • iv. a Members rights or interests as a Member have been damaged orMembers' rights or interests generally have been damaged.
  • b. Disputes Procedure means the procedure for resolving a Dispute set out in clauses 20.5 to 20.14 ;
  • c. a Member is a reference to a Member acting in their capacity as a Member;
  • d. an Officer is a reference to an Officer acting in their capacity as an Officer.


20.2 Application of other legislation to a Dispute: The Disputes Procedure will not apply to a Dispute to the extent that other legislation requires the Dispute to be dealt with in a different way. The Disputes Procedure will have no effect to the extent that it contravenes, or is inconsistent with, that legislation.
20.3 Application of other procedures under this Constitution or in a Club Rule:

  • a. If the Dispute is dealt with by a separate procedure under this Constitution or in a Club Rules (the Other Procedure), that Other Procedure applies to the exclusion of the Disputes Procedure. If any part of the Other Procedure is inconsistent with the rules of natural justice, that part will not apply, but the remainder of the Other Procedure will continue to apply together with adjustments as determined by the Committee in its discretion so that the OtherProcedure is consistent with the rules of natural justice.
  • b. If the conduct, incident, event or issue does not meet the definition of a Disputeand is managed by any Other Procedure, that Other Procedure applies to the exclusion of the Disputes Procedure.

20.4 Application of the Disputes Procedure: If the Dispute is not required by other legislation to be dealt with in a different way and it is not dealt with by any Other Procedure, the Disputes Procedure applies to the Dispute. Disputes Procedure
20.5 Raising a complaint: A Member or an Officer may start the Disputes Procedure
(a Complaint) by giving written notice to the Committee stating that the Member or
Officer is starting the Disputes Procedure and setting out:

  • a. the allegation to which the dispute relates and who the allegation is against; and
  • b. any other information reasonably required by the Club.

20.6 The Club may make a Complaint involving an allegation against a Member or an Officer by giving notice to the person concerned stating that the Club is starting the Disputes Procedure and setting out the allegation to which the Dispute relates.
20.7 The information given under clauses 20.5 and 20.6 above must be enough to ensure a person against whom the Complaint is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.
20.8 Investigating and determining Disputes: Unless otherwise provided, the Club must as soon as is reasonably practicable after receiving or becoming aware of a Complaint, ensure the Dispute is investigated and determined. Disputes must be dealt with in a fair, efficient, and effective manner.
20.9 Decision to not proceed with a matter: Despite clause 20.8 , the Club may decide not to proceed with a matter if:

  • a. the Complaint is trivial; or
  • b. the Complaint does not appear to disclose or involve any allegation of the following kind:
    • i. any material misconduct; or
    • ii. any material breach or likelihood of material breach of a duty under this Constitution, the Club Rules, or the Act; or
    • iii. any material damage to a Member's rights or interests or Members rights or interests generally; or
  • 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 this Constitution; or
  • f. there has been an undue delay in making the Complaint.


20.10 Complaint may be referred: The Club 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 (a Decision Maker); and/or
  • c. with the consent of all parties to the Complaint, to any type of consensual dispute resolution (for example mediation).

20.11 Decision Makers: A person may not act as a Decision Maker in relation to a Complaint if two or more members of the Committee consider 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.

20.12 Complainant's right to be heard: The Member or Officer has a right to be heard before the Complaint is resolved or any outcome is determined. If the Club makes a Complaint, the Club has a right to be heard before the Complaint is resolved or any outcome is determined, and a Committee Member may exercise that right on behalf of the Club. A Member or Officer or the Club must be taken to have been given the right if:

  • a. the Member or Officer or the Club has 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 or Office's or the Club's written statement or submission, if any, are considered by the Decision Maker.

20.13 Respondent's right to be heard: The Member or Officer who, or the Club which, is the subject of the Complaint (the Respondent) has a right to be heard before the Complaint is resolved or any outcome is determined. If the Respondent is the Club, a Committee Member may exercise the right on behalf of the Club. 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 to be 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.

20.14 Appeals: There is no right of appeal or right of review of a decision unless specified.


21. LIQUIDATION AND REMOVAL
21.1 Notice: The Committee must give notice to all Members at least 20 Working Days of a proposed motion:

  • a. to appoint a liquidator;
  • b. to remove the Club from the Register of Incorporated Societies; or
  • c. for the distribution of the Club's surplus assets.

21.2 The notice must comply with section 228 of the Act and include details of the General Meeting at which the proposed motion is to be considered.
21.3 Special Resolution: Any resolution for a motion set out in clauses 21.1 ( a ) to
21.1 ( c ) above must be passed by a Special Resolution of Members.
21.4 Surplus assets: The surplus assets of the Club, after the payment of all costs, debts and liabilities of the Club, must be disposed of to other not-for-profit entities
that share similar purposes to the Club, for the promotion of amateur snow sports, snow safety, tramping or mountaineering.


22. MATTERS NOT PROVIDED FOR
22.1 If any matter arises that, in the opinion of the Committee, is not provided for in this Constitution or any Club Rules, or if any dispute arises out of the interpretation of
this Constitution or the Club Rules, the matter or dispute will be determined by the Committee.


23. TRANSITION
23.1 Transition: This clause 23 applies to facilitate transition of the Club from the previous constitution to this Constitution. If this clause is inconsistent with any other
clause in this Constitution, this clause applies to the extent of the inconsistency and the other clause will not.
23.2 Power of Committee during transition period: Subject to the Act, the Committee may amend any requirement for and/or the date by which this Constitution requires
anything to be done. This clause applies for 12 months from the date this Constitution comes into effect and is solely to enable flexibility in the transition of
the Club from the previous constitution to this Constitution and to correct any unintended consequences occurring through different wording being used.
23.3 Transition of Committee Members: Committee Members elected under the previous constitution will continue in office until the next AGM following this Constitution coming into effect. Terms served under the previous constitution will not count towards the maximum number of consecutive terms a Committee Member may serve under this Constitution.