Constitution Aurora Collective Inc.

1.Name

The name of the society is Aurora Collective Incorporated (in this Constitution referred to as the ‘Society’).
The Society is constituted by resolution dated: 15 September 2016.

2.Charitable status

The Society is already registered as a charitable entity under the Charities Act 2005.

Aurora Collective Incorporated

registered 20/06/2017

registration number: CC54753

3.Purposes

The Society is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely:

The Purposes of the Society are:

3.1 To provide children and adults in the Greater Wellington Region access to integrative, complementary health services.

3.2 To provide financial assistance for people in hardship to access those integrative, complementary health services provided by the Society’s Members.

3.3 To provide educational opportunities for its members, teachers and other professionals.

3.4 To provide educational opportunities for parents and other adults, supporting them in their understanding of human development and health needs at all stages of life.

4.0 In giving effect to the above purposes, the Society will:

4.1 Provide regular multi-disciplinary meetings where a member therapist’s client’s health and questions are presented and discussed, leading to understanding and support for the client.

4.2 Provide financial assistance, through an application process, in the case of financial hardship, to access the therapies on offer through the Aurora member Therapists.

4.3 Provide educational opportunities through the organisation of presentations, workshops, multi-disciplinary meetings and newsletters, for clients, parents, teachers and other professionals.

Provide supervision of member therapists through regular meetings.

Pecuniary gain is not a purpose of the Society:

5.1 Member therapists offer their time for the regular multi-disciplinary meetings voluntarily.

Clients whose health needs are discussed at the meeting receive this service for free.

The Financial Hardship Fund is replenished mainly by donations and fundraising, and by clients, who have used it, repaying small amounts as they can afford it and in their own time.
Koha and/or charges for the professional development and adult education events, provided by Aurora, are used to replenish the Financial Hardship Fund after costs of organising these events are paid.

6. Act and Regulations

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

7. Registered office

The registered office of the Society is at 37 Pretoria Street, Lower Hutt, 5010.

Changes to the registered office shall be notified to the Registrar of Incorporated Societies—

at least 5 working days before the change of address for the registered office is due to take effect, and
in a form and as required by the Act.

8. Contact person

The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.

The Society’s contact person must be:

At least 18 years of age, and
Ordinarily resident in New Zealand.

A contact person can be appointed by the Committee or elected by the Members at a General Meeting.

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 Working Days of that change occurring, or the Society becoming aware of the change.

9. Members

9.1 Minimum number of members

The Society shall maintain the minimum number of Members required by the Act which is 10 members.

9.2 Types of members

The classes of membership and the method by which Members are admitted to different classes of membership are as follows:

Member
A Member is an individual admitted to membership under this Constitution and who has not ceased to be a member.
Associate Member

An associate member is a person who was a full member and is no longer able to fulfill the criteria for full membership, and who chooses to stay associated and supportive of the Aurora Collective. An associated member has no rights, is invited to participate in festivals and professional development and may still contribute a voluntary financial donation.

Honorary Member
An Honorary Member is a person honoured for services to the Society or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a simple majority of those present and voting. An Honorary Member has no membership rights, privileges or duties.

9.2 Becoming a member: consent

Every applicant for membership must consent in writing to become a member.

9.3 Becoming a member: process

Admission of Members

To become a member, a person (“the Applicant”) must:

Be experienced in and/or working in a therapeutic field.
Have an interest in and/or knowledge of the human being and illness on a physical, emotional and spiritual level.
Express an interest to become a member to the Committee, after which the committee provides them with the appropriate information and will inform all members of this expression of interest.
Complete and sign an application form.
Supply any other information the Committee requires.
Have a trial period of up to 3 months in which both the Applicant and the Society members can assess and give feedback to the potential membership, and
Be approved by the committee at a committee meeting.

9.4 Members' obligations and rights

Every Member shall provide the Society in writing with that Member’s name and contact details (namely, physical or email address and a telephone number) and promptly advise the Society in writing of any changes to those details.

Obligation of Members

Members have the rights and responsibilities set out in these Rules.
All members shall promote the purpose of the Society and shall do nothing to bring the Society into disrepute.
All members shall abide by the rules and regulations made by the committee.
All members shall commit to be in service to the clients by attending the multidisciplinary meetings, take on a task and support fundraising events, unless otherwise agreed by the membership. All members shall communicate clearly any changes to their commitment.
The therapeutic nature of the society means that all members commit to working with the principles of participation, partnership and protection, to support an awareness of cultural diversity.
Members shall at all times:
1. Hold confidentially all information relating to clients, be it their own clients or information gained through the multi-disciplinary meetings, and colleagues
2. Consider and disclose any possible conflict of interest to the relevant persons.
All members shall have written approval from the office bearers, when using the Aurora Inc. Soc. name and/or logo in any situation.
All members shall declare any conflict of interest in any dealing that the Society undertakes.

9.5 Ceasing to be a member

A Member ceases to be a member—

by resignation from that Member’s class of membership by written notice signed by that Member to the Committee, or
on termination of a member’s membership following a dispute resolution process under this Constitution, or
on death, or
by resolution of the Committee where—

In the opinion of the Committee the Member has brought the Society into disrepute, or
The member is unable to actively contribute to the purposes of the Society as stated in these rules.

with effect from (as applicable)

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
the date of termination of the Member’s membership under this Constitution, or
the date of death of the Member (or if a body corporate from the date of its liquidation or deregistration, or if a partnership from the date of its dissolution), or
the date specified in a resolution of the Committee and when a Member’s membership has been terminated the Committee shall promptly notify the former Member in writing.

9.5.1 Obligations once membership has ceased

A Member who has ceased to be a Member under this Constitution—

remains liable to pay all subscriptions and other fees to the Society’s next balance date,
shall cease to hold himself or herself out as a Member of the Society, and
shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks and manuals).
shall cease to be entitled to any of the rights of a Society Member.

9.5.2 Becoming a member again

Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Committee.

But, if a former membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a resolution passed at a General Meeting on the recommendation of the Committee.

10. General meetings

10.1. Procedures for all general meetings

The Committee shall give all Members at least 14 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting.

That Notice will be addressed to the Member at the contact address notified to the Society and recorded in the Society’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 attend, speak and vote at General Meetings—

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

No General Meeting may be held unless at least 30 percent of eligible financial Members attend 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 – if convened upon request of Members – shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the Chairperson of the Society, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum.

A Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the chairperson or of 2 or more Members present, by secret ballot.

Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy and voting at a General Meeting or voting by remote ballot.

Any decisions made when a quorum is not present are not valid.

The Society may pass a written resolution in lieu of a General Meeting, and a written resolution is as valid for the purposes of the Act and this Constitution as if it had been passed at a General Meeting if it is approved by no less than 75 percent of the Members who are entitled to vote on the resolution. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more Members. A Member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the Constitution (for example, by electronic means).

General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.
All General Meetings shall be chaired by the Chairperson. If the Chairperson is absent, the meeting shall elect another member of the Committee to chair that meeting.
Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
The Committee may propose motions for the Society 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 or Committee at least 10 Working 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 or Committee 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.

10.2 Minutes

The Society must keep minutes of all General Meetings.

10.3 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 and/or using any electronic communication 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—

6 months after the balance date of the Society
15 months after the previous annual meeting.

10.4 Annual General Meetings: business

The business of an Annual General Meeting shall be to—

confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
adopt the annual report on the operations and affairs of the Society,
adopt the Committee’s report on the finances of the Society, and the annual financial statements,
set any subscriptions for the current financial year,
consider any motions of which prior notice has been given to Members with notice of the Meeting, and
consider any general business.

The Committee must, at each Annual General Meeting, present the following information—

an annual report on the operation and affairs of the Society during the most recently completed accounting period,
the annual financial statements for that period, and
notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

10.5 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 10 percent of Members.

Any resolution or written request 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.

11. Committee

11.1. Committee composition

The Committee will consist of at least 3 Officers and no more than 6 Officers.

All Officers on the Committee must be Members of the Society.

11.2 Functions of the committee

From the end of each Annual General Meeting until the end of the next, the Society shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.

11.3 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 Society, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.

Committee meetings

11.4 Procedure

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

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 participate 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 members of the Committee shall elect one of their numbers as chairperson of the Committee. If at a meeting of the Committee, the chairperson is not present, the members of the Committee present may choose one of their numbers to be chairperson of the meeting. The chairperson does not have a casting vote in the event of a tied vote on any resolution of the Committee.

Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.

11.5 Frequency

The Committee shall meet at least monthly (but need only meet once in the December-January period) at such times and places and in such manner (including audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.

The Secretary, or other Committee members nominated by the Committee, shall give to all Committee members not less than 5 Working Days’ notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.

12. Officers

12.1 Qualifications of officers

Every Officer must be a natural person who —

has consented in writing to be an officer of the Society, and
certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society.

Officers must not be disqualified under section 47(3) of the Act or section 36B of the Charities Act 2005 from being appointed or holding office as an Officer of the Society, namely —

a person who is under 16 years of age
a person who is an undischarged bankrupt
a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993, or any other similar legislation
A person who is disqualified from being a member of the governing body of a charitable entity under the Charities Act 2005
a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years —
1. an offence under subpart 6 of Part 4 of the Act
2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
3. an offence under section 143B of the Tax Administration Act 1994
4. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii)
5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
a person subject to:
1. a banning order under subpart 7 of Part 4 of the Act, or
2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
4. a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
a person who is subject to an order that is substantially similar to an order referred to in paragraph (f) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.

Prior to election or appointment as an Officer a person must —

consent in writing to be an Officer, and
certify in writing that they are not disqualified from being elected or appointed as an Officer either by this Constitution or the Act.

Note that only a natural person may be an Officer and each certificate shall be retained in the Society’s records.

12.2 Officers' duties

At all times each Officer:

shall act in good faith and in what he or she believes to be the best interests of the Society,
must exercise all powers for a proper purpose,
must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,
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 Society,
- the nature of the decision, and
- the position of the Officer and the nature of the responsibilities undertaken by him or her
must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, or cause or allow the activities of the Society to be carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society’s creditors, and
must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.

12.3 Election or appointment of officers

The election of Officers shall be conducted as follows.

At least 7 Working Days before the date of the Annual General Meeting, the Society shall give Notice to all Members by posting or emailing to them such information (not exceeding one side of an A4 sheet of paper) as may be supplied to the Society by or on behalf of each nominee, in support of the nomination.
Only nominees who are not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above) may stand for election and vote in elections.
If there are insufficient valid nominations received under this rule, but not otherwise, further nominations may be received from the floor at the Annual General Meeting.
Votes shall be cast in such a manner as the Chairperson of the Annual General Meeting shall determine.
Two Members (who are not nominees) or non-Members appointed by the Chairperson of the Annual General Meeting shall act as scrutineers for the counting of the votes and destruction of any voting papers.
The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
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).
In addition to Officers elected under the foregoing provisions of this rule, 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 Society. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above)

12.4 Term

The term of office for all Officers elected to the Committee shall be 1 year(s), expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.

No Officer shall serve for more than 10 consecutive terms.
No Chairperson shall serve for more than 3 consecutive years as Chairperson.

12.5 Removal of officers

An Officer shall be removed as an Officer by resolution of the Committee or the Society where in the opinion of the Committee or the Society —

The Officer elected to the Committee has been absent from 3 committee meetings without leave of absence from the Committee.
The Officer has brought the Society into disrepute.
The Officer has failed to disclose a conflict of interest.
The Committee passes a vote of no confidence in the Officer.

with effect from (as applicable) the date specified in a resolution of the Committee or Society.

12.6 Conflicts of interest

An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Society, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—

to the Committee and/or sub-committee, and
in an Interests Register kept by the Committee.

Disclosure must be made as soon as practicable after the Officer or member of a sub-committee becomes aware that they are interested in the Matter.

An Officer or member of a sub-committee who is an Interested Member regarding a Matter—

must not vote or take part in the decision of the Committee and/or sub-committee relating to the Matter unless all members of the Committee who are not interested in the Matter consent; and
must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all members of the Committee who are not interested in the Matter consent; but
may take part in any discussion of the Committee and/or sub-committee relating to the Matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise).

However, an Officer or member of a sub-committee who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested Officers agree otherwise.

Where 50 per cent or more of the members of a sub-committee are prevented from voting on a Matter because they are interested in that Matter, the Committee shall consider and determine the Matter.

13 Records

13.1 Register of Members

The Society shall keep an up-to-date Register of Members.

For each current Member, the information contained in the Register of Members shall include —

Their names, and
The date on which they became a member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), and
Their contact details, including —
- A physical address or an electronic address, and
- A telephone number.

The register will also include each Member's —

postal address
email address (if any)

Every current Member shall promptly advise the Society of any change of the Member’s contact details.

The Society shall also keep a record of the former Members of the Society. For each Member who ceased to be a member within the previous 7 years, the Society will record:

The former Member's name, and
The date the former Member ceased to be a member.

13.2 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.

13.3 Access to information for members

A Member may at any time make a written request to the Society for information held by the Society.

The request must specify the information sought in sufficient detail to enable the information to be identified.

Society must, within a reasonable time after receiving a request —

provide the information, or
agree to provide the information within a specified period, or
agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
refuse to provide the information, specifying the reasons for the refusal.

Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if —

withholding information is necessary to protect the privacy of natural people, including that of deceased natural persons, or
the disclosure of the information would, or would be likely to, prejudice the commercial position of the Society or of any of its members, or
the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
the information is not relevant to the operation or affairs of the society, or
Withholding the information is necessary to maintain legal professional privilege, or
the disclosure of the information would, or would be likely to, breach an enactment, or
the burden to the Society in responding to the request is substantially disproportionate to any benefit that the Member (or any other person) will or may receive from the disclosure of the information, or
the request for the information is frivolous or vexatious, or
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.

If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 Working Days after receiving notification of the charge, the Member informs the Society

that the Member will pay the charge; or
that the Member considers the charge to be unreasonable.

Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.

14. Finances

14.1 Control and management

The funds and property of the Society shall be—

controlled, invested and disposed of by the Committee, subject to this Constitution, and
devoted solely to the promotion of the purposes of the Society.

The Committee shall maintain bank accounts in the name of the Society.

All money received on account of the Society shall be banked within 10 Working Days of receipt.

All accounts paid or for payment shall be submitted to the Committee for approval of payment.

The Committee must ensure that there are kept at all times accounting records that—

correctly record the transactions of the Society, and
allow the Society to produce financial statements that comply with the requirements of the Act, and
would enable the financial statements to be readily and properly audited (if required under any legislation or the Society's Constitution).

The Committee must establish and maintain a satisfactory system of control of the Society's accounting records.

The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Society.

14.2 Balance date

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

15. Dispute resolution

15.1 Meanings of dispute and complaint

A dispute is a disagreement or conflict involving the Society and/or its members in relation to specific allegations set out below.

The disagreement or conflict may be between any of the following persons:

2 or more Members
1 or more Members and the Society
1 or more Members and 1 or more Officers
2 or more Officers
1 or more Officers and the Society
1 or more Members or Officers and the Society.

The disagreement or conflict relates to any of the following allegations—

a member or an Officer has engaged in misconduct
a member or an Officer has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act
the Society has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act
a member’s rights or interests as a Member have been damaged or Member's rights or interests generally have been damaged.

A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—

states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
sets out any other information or allegations reasonably required by the Society.

The Society may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—

states that the Society is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
sets out the allegation to which the dispute relates.

The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.

A complaint may be made in any other reasonable manner permitted by the Society's Constitution.

All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society's activities.

The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

15.2 How complaint is made

A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—
1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society’s Constitution; and
2. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
3. sets out any other information reasonably required by the Society.
The Society 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—
1. states that the Society is starting a procedure for resolving a dispute in accordance with the Society’s Constitution; and
2. 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 or allegations 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 Society’s Constitution.

15.3 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 Society makes a complaint—
1. the Society has a right to be heard before the complaint is resolved or any outcome is determined; and
2. an Officer may exercise that right on behalf of the Society.
Without limiting the manner in which the Member, Officer, or Society may be given the right to be heard, they must be taken to have been given the right if—
1. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
2. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
3. an oral hearing (if any) is held before the decision maker; and
4. the Member’s, Officer’s, or Society’s written or verbal statement or submissions (if any) are considered by the decision maker.

15.4 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 Society (the ‘respondent’)
1. has engaged in misconduct; or
2. has breached, or is likely to breach, a duty under the Society’s Constitution or bylaws or this Act; or
3. 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 Society, 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—
1. 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
2. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
3. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
4. an oral hearing (if any) is held before the decision maker; and
5. the respondent’s written statement or submissions (if any) are considered by the decision maker.

15.5 Investigating and determining dispute

The Society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.
Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

15.6 Society may decide not to proceed further with complaint

Despite the ‘Investigating and determining dispute’ rule above, the Society may decide not to proceed further with a complaint if—

the complaint is considered to be trivial; or
the complaint does not appear to disclose or involve any allegation of the following kind:
1. that a Member or an Officer has engaged in material misconduct:
2. that a Member, an Officer, or the Society has materially breached, or is likely to materially breach, a duty under the Society’s Constitution or bylaws or the Act:
3. that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
the complaint appears to be without foundation or there is no apparent evidence to support it; or
the person who makes the complaint has an insignificant interest in the matter; or
the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
there has been an undue delay in making the complaint.

15.7 Society may refer complaint

The Society may refer a complaint to—
1. a subcommittee or an external person to investigate and report; or
2. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
The Society may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

15.8 Decision makers

A person may not act as a decision maker in relation to a complaint if 2 or more members of the Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be—

impartial; or
able to consider the matter without a predetermined view.

16. Liquidation and removal from the register

16.1 Resolving to put society into liquidation

The Society may be liquidated in accordance with the provisions of Part 5 of the Act.

The Committee shall give 20 Working Days written Notice to all Members of the proposed resolution to put the Society into liquidation.

The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.

Any resolution to put the Society into liquidation must be passed by a two-thirds majority of all Members present and voting.

16.2 Resolving to apply for removal from the register

The Society may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.

The Committee shall give 20 Working Days written Notice to all Members of the proposed resolution to remove the Society from the Register of Incorporated Societies.

Any resolution to remove the Society from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.

16.3 Surplus assets

If the Society is liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Society’s debts and liabilities, that property must be given or transferred to Autism New Zealand for a charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.

17. Alterations to the constitution

17.1 Amending this constitution

All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as outlined in section 31 of the Act.

The Society 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.

That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this Constitution.

Any proposed resolution to amend or replace this Constitution shall be signed by at least 30 per cent of eligible Members and given in writing to the Committee at least 20 Working Days before the General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.

At least 10 Working 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 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.

If the society is registered as a charity under the Charities Act 2005 the amendment shall also be notified to Charities Services as required by section 40 of that Act.

18. Other

18.1 Bylaws

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

19. Definitions

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

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

‘Annual General Meeting’ means a meeting of the Members of the Society held once per year which, among other things, will receive and consider reports on the Society’s activities and finances.

‘Chairperson’ means the Officer responsible for chairing General Meetings and committee meetings, and who provides leadership for the Society.

‘Committee’ means the Society’s governing body.

‘Constitution’ means the rules in this document.

‘Deputy Chairperson’ means the Officer elected or appointed to deputise in the absence of the Chairperson.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Society.

‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.

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

‘Matter’ means—

the Society’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 Society.

‘Member’ means a person who has consented to become a Member of the Society and has been properly admitted to the Society who has not ceased to be a Member of the Society.

‘Notice’ to Members includes any notice given by email, post, or courier.

‘Officer’ means a natural person who is:

a member of the Committee, or
occupying a position in the Society that allows them to exercise significant influence over the management or administration of the Society, including any Chief Executive or Treasurer.

‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.

‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

‘Working Days’ means as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.