The Cambridge Business Chamber Constitution
1.0 Introductory Rules
1.1 Name
The name of the society is The Cambridge Chamber of Commerce Incorporated trading as Cambridge Business Chamber (in this Constitution referred to as the ‘Society’).
2.0 Charitable Status
2.1 The Society does not intend to be registered as a charitable entity under the Charities Act 2005.
3.0 DEFINITIONS
3.1 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.
‘Financial Year’ means the period starting on 1 October in each year and ending on 30 September in the following year.
‘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.
‘Purposes’ means the purposes of the Society as set out in clause 4.
‘Register of Members’ means the register of Members kept under this Constitution asrequired 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.
‘Subscription’ means the annual subscription payable by the Members set in accordance with clause 10.
‘Working Days’ mean 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.
4.0 PURPOSES
4.1 The primary purposes of the Society, are—
(a) The promotion and retention of commerce and industry that falls within the jurisdiction of the Society.
(b) The collection and dissemination of information on all relevant matters of interest to the commercial community.
(c) The role of the Society is to be one of advocacy.
(d) The formation of rules whereby the transaction of business may be facilitated.
(e) To establish scholarships and make grants to or for persons within the commercial community or who may be interested in or beneficial to the commercial community.
(f) To develop awareness and understanding of Society by distributing relevant information relating to activities of the Society.
(g) To affiliate with any society, club or association having similar objects or to join, co- operate with or subscribe to the funds of any such organisation for the purpose of better attaining or otherwise furthering the objects and interest of the Society or of the Members.
(h) To invest any monies of the Society not required for immediate use.
(i) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Society may think necessary and convenient for the purpose of carrying out its objects.
(j) The strengthening of Cambridge and districts place as an eminent commercial industrial tourist and cultural centre.
(k) Assisting the development of Cambridge and districts as a desirable environment for our citizens.
(l) To do all such other things as in the opinion of the Committee may be incidental or conducive to the attainment of the above objects or any of them.
4.2 The Society must not operate for the purpose of, or with the effect of:
(a) distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); or
(b) having capital that is divided into shares or stock held by its Members.
4.3 But the Society will not operate for the financial gain of Members simply if the Society:
(a) engages in trade,
(b) pays a Member for matters that are incidental to the purposes of the Society, and the Member is a not-for-profit entity,
(c) distributes funds to a Member to further the purposes of the Society, and the Member:
(i) is a not-for-profit entity, and
(ii) is affiliated or closely related to the Society, and
(iii) has the same, or substantially the same, purposes as those of the Society.
(d) reimburses a Member for reasonable expenses legitimately incurred on behalf of the Society or while pursuing the Society’s purposes,
(e) provides benefits to members of the public or of a class of the public and those persons include Members or their families,
(f) provides benefits to Members or their families to alleviate hardship,
(g) provides educational scholarships or grants to Members or their families,
(h) pays a Member a salary or wages or other payments for services to the Society on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the Society),
(i) provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Society.
(j) on removal of the Society from the Register of Incorporated Societies having its surplus assets distributed under subpart 5 of Part 5 of the Act to a Member that is a not-for-profit entity.
5.0 SOCIETY'S POWERS AND RESTRICTIONS ON POWERS
5.1 In addition to its statutory powers, the Society;
(a) May use its money to pay the costs and expenses of furthering or carrying out the Purposes, and for that purpose may employ such people as necessary;
(b) May purchase, lease, hire or otherwise acquire, may exchange, and may sell, lease or otherwise dispose of property, rights or privileges to further carry out the Purposes as necessary;
(c) May invest in any investment in which a trustee may invest;
(d) Shall have the power to borrow or raise money by any means with or without security. However, this power to borrow shall only be exercised by a resolution at a General Meeting of which 10 days prior written notice has been given to all Members where the Committee proposes to borrow in excess of $10,000.00; and
(e) Shall have the power to execute any deeds and documents the Society considers necessary to give effect to its Purposes and required to exercise its powers.
(f) Shall have the power to do all lawful acts and things incidental or conducive to the attainment of the Purposes.
(g) Shall have the power to appoint by deed one or more trustees (including a Trust Board incorporated under the provisions of the Charitable Trusts Act 1957, with power to apply for incorporation of any such Trust Board) to act as trustee of all or part of the capital funds held by the Society from time to time. The Society may also pay and transfer to the trustee the monies and investments representing the capital funds to be held by the trustee upon trust to manage and invest the same as may be directed by the Society by deed.
5.2 Notwithstanding any other clause in this Constitution, the Society shall only use its money to further purposes recognised by law. No money of the Society is to be applied for the sole personal or individual benefit of any Member. No Member shall have a claim against the property of the Society under any circumstances.
6.0 REGISTERED OFFICE
6.1 The registered office of the Society shall be at such place in New Zealand as the Committee from time to time determines.
6.2 Changes to the registered office shall be notified to the Registrar of Incorporated Societies:(a) at least 5 working days before the change of address for the registered office is due to take effect, and
(b) in a form and as required by the Act.
7.0 CONTACT PERSON
7.1 The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.
7.2 The Society’s contact person must be:
(a) At least 18 years of age, and
(b) Ordinarily resident in New Zealand.
7.3 A contact person can be appointed by the Committee or elected by the Members at a General Meeting.
7.4 Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:
(a) a physical address or an electronic address, and
(b) a telephone number.
7.5 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.
8.0 MEMBERS
8.1 The Society shall maintain the minimum number of Members required by the Act. The maximum number of Members shall be unlimited.
8.2 The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
(a) Member
Any individual or body corporate engaged or interested in commerce, trade or community of the town of Cambridge and the Waikato district shall be eligible to be a Member.
(b) Life Member
A Life Member is a person honoured for highly valued services to the Society elected as a Life Member by resolution of the Committee. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions and levies.
8.3 Every applicant for membership must consent in writing to becoming a Member.
8.4 An applicant for membership must complete and sign any application form, supply any information, or attend an interview as may be reasonably required by the Committee regarding an application for membership and will become a Member on acceptance of that application by the Committee.
8.5 The Committee may accept or decline an application for membership at its sole discretion. The Committee must advise the applicant of its decision.
8.6 The signed written consent of every Member to become a Society Member shall be retained in the Society’s membership records.
8.7 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.
8.8 All Members must acknowledge that they agree to abide by the rules of the Society, shall promote the interests and purposes of the Society and shall not do anything to bring the Society into disrepute.
8.9 A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Society’s premises, facilities, equipment and other property, and participating in Society activities) if all subscriptions and any other fees have been paid to the Society by their respective due dates, but no Member or Life Member is liable for an obligation of the Society by reason only of being a Member.
8.10 Any Member that is a body corporate shall provide the Committee, in writing, with the name and contact details of the person who is the organisation’s authorised representative, and that person shall be deemed to be the organisation’s proxy for the purposes of voting at General Meetings.
8.11 The Committee may decide what access or use Members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Society, and to participate in Society activities, including any conditions of and fees for such access, use or involvement.
9.0 CEASING TO BE A MEMBER
9.1 A Member ceases to be a Member:
(a) by resignation from that Member’s class of membership by written notice signed by that Member to the Committee, or
(b) on termination of a Member’s membership following a dispute resolution process under this Constitution, or
(c) on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or
(d) by Ordinary Resolution of the Committee where:
(i) The Member has failed to pay a subscription, levy or other amount due to the
Society within three (3) calendar months of the due date for payment;
(ii) The Member has failed to observe any rule of the Society; or
(iii) In the opinion of the Committee the Member has engaged in conduct which, in the opinion of the Society, is injurious to the welfare, character or reputation of the Society.
with effect from (as applicable)—
(iv) 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
(v) the date of termination of the Member’s membership under this Constitution, or
(vi) 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
(vii) 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.
9.13 A Member who has ceased to be a Member under this Constitution—
(a) remains liable to pay all subscriptions and other fees to the Society’s next balance date,
(b) shall cease to hold himself or herself out as a Member of the Society, and
(c) shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks and manuals).
(d) shall cease to be entitled to any of the rights of a Society Member.
9.14 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.
9.15 But, if a former Member’s membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a Special Resolution, voted by a passed at a General Meeting on the recommendation of the Committee.
10.0 SUBSCRIPTION & FEES
10.1 The annual subscription and any other fees for membership for the then current financial year shall be determined by the Committee (which can also decide that payment be made by periodic instalments).
10.2 The annual subscriptions shall be due and payable on the 20th day of the month in which the subscription falls due.
10.3 Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within one (1) calendar month of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any Society activity or to access or use the Society’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within three (3) calendar months of the due date for payment of the subscription, any other fees, or levy the Committee may terminate the Member’s membership (without being required to give prior notice to that Member).
11.0 GENERAL MEETINGS
11.1 The Committee shall give all Members at least ten (10) Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting.
11.2 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.
11.3 Only financial Members may attend, speak and vote at General Meetings;
(a) in person, or
(b) through the authorised representative of a body corporate as notified to the Committee, and
(c) proxy voting shall be permitted and shall be included when calculating whether a quorum is present.
11.4 No General Meeting may be held unless at least ten (10) eligible financial Members attend throughout the meeting and this will constitute a quorum.
11.5 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.
11.6 A Member is entitled to exercise one vote on any motion at a General Meeting in person, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the Chairperson or of 3 or more Members present, by secret ballot.
11.7 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.
11.8 Any decisions made when a quorum is not present are not valid.
11.9 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 50 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).
11.10 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.
11.11 All General Meetings shall be chaired by the Chairperson. If the Chairperson is absent, the Deputy Chairperson shall chair that meeting.
11.12 Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
11.13 Any person chairing a General Meeting may —
(a) With the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
(b) Direct that any person not entitled to be present at the General Meeting, or obstructing the business of the General Meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the General Meeting, and
(c) In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.
11.14 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.
11.15 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 twenty- five (25) 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.
12. MINUTES
12.1 The Committee shall cause minutes to be recorded both in respect of the meetings of the Committee and any general meeting of the Society. The minutes of any Annual General Meeting or general meeting shall be available to any Member.
13. ANNUAL GENERAL MEETING
13.1 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.
13.2 The Annual General Meeting must be held no later than three (3) calendar months after the end of the Financial Year.
13.3 The business of an Annual General Meeting shall be to—
(a) confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting;
(b) adopt the annual report on the operations and affairs of the Society;
(c) adopt the Committee’s report on the finances of the Society, and the annual financial statements;
(d) confirm the subscriptions for the current financial year;
(e) consider any motions of which prior notice has been given to Members with notice of the Meeting, and
(f) consider any general business.
13.4 The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to an Annual General Meeting
14.0 SPECIAL GENERAL MEETINGS
14.1 Special General Meetings may be called at any time by the Committee by resolution.
14.2 The Committee must call a Special General Meeting if it receives a written request signed by at least five (5) percent of Members.
14.3 Any resolution or written request must state the business that the Special General Meeting is to deal with.
14.4 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.
15.0 COMMITTEE
15.1 The Officers of the Committee shall consist of: (a) Chairperson;
(b) Vice Chairperson;
(c) Financial Manager;
(d) Secretary; and
(e) Up to five Committee members.
15.2 All of the Officers on the Committee must be Members of the Society.
15.3 The candidates for election to office must be proposed and seconded. Only persons who are financial Members of the Society may propose or second a nominee. The nominator can be another Member of the nominee’s organisation, however the seconder must be a Member from outside that organisation.
15.4 Nominations shall be lodged with the Secretary for consideration and discussion with the Committee not less than twenty (20) working days prior to the Annual General Meeting. The Committee shall have the power to give preference to any candidate from one of the Society’s key partners and shall assess the current Committee’s skill matrix to determine how many vacancies to fill. The Committee shall retain the power to reject a candidate without the need to provide a reason.
15.5 If a candidate has been approved then their nomination must be advertised to all other Members at least five (5) working days prior to the Annual General Meeting without the need for any further election. However, if there are more candidates than positions available on the Committee, then the candidate (or candidates) with the most votes at the Annual General Meeting will be elected.
15.6 Votes shall be cast in such a manner as the person chairing the meeting determines. 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).
15.7 Two Members (who are not nominees) or non-Members appointed by the Chairperson shall act as scrutineers for the counting of the votes and destruction of any voting papers.
15.8 The failure for any reason of any financial Member to receive such Notice of the general meeting shall not invalidate the election.
15.9 Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Committee (and 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). Any such appointment must be ratified at the next Annual General Meeting.
15.10 The Committee shall not be obligated to fill casual vacancies unless the number of Committee Members is less than three and the person appointed to a casual vacancy will hold office until the end of the term the outgoing Officer would have served.
15.11 Officers shall be elected for a three (3) year term. An Officer may serve a total of four (4) three (3) year terms before being required to stand down for a period of at least one (1) year. At the expiry of the one (1) year break, that Member shall be eligible to stand for office again.
15.12 Notwithstanding anything else contained in these rules, an Officer appointed to the Committee, including an Officer co-opted to fill a casual vacancy, is eligible for reappointment at the end of their current term of office by the passing of a resolution at the Annual General Meeting.
15.13 A retiring Officer shall hold office until the closure of the meeting at which the Officer retires.
15.14 An Officer who is not reappointed for a further term shall hold office until the end of the Annual General Meeting.
15.15 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.
16.0 POWERS OF THE COMMITTEE
16.1 The Committee has all the powers necessary for managing, 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.
16.2 If any matter occurs which is not covered by these rules, it shall be determined by the Committee in such manner as they think fit.
16.3 The Committee shall have the power to:
(a) Exercise and do all such things as may be exercised or done by the Society which are not by these rules or by the Act required to be done by the Society in a general meeting.
(b) Fill any vacancy in their number during the year.
(c) Co-opt such other person that the Committee deems has the sufficient expertise/experience necessary to assist the Committee. The terms of such appointment (including any voting rights) shall be determined by the Committee at the time of the co-opt being made. 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.
(d) Enter into all negotiations, contracts and agreements and do all such other acts, matters and things on the name and on behalf of the Society as they consider expedient for or in relation to the objects or purposes of the Society and which are not required by these rules or by the Act to be exercised or done by the Society in a general meeting.
(e) Borrow or raise money and secure payment of the same by a charge upon the whole or any part of the property or assets of the Society.
(f) Control and invest the funds of the Society or engage a financial manager to invest the funds of the Society provided that such investment shall not be for the financial gain of any Member.
16.4 The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee—
(a)the quorum of every sub-committee is half the members of the sub-committee but not less than 2;
(b)no sub-committee shall have power to co-opt additional members;
(c) a sub-committee must not commit the Society to any financial expenditure without express authority from the Committee; and
(d) a sub-committee must not further delegate any of its powers
16.5 The Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee or sub- committee meeting.
16.6 Other than as prescribed by the Act or this Constitution, the Committee or any sub-committee may regulate its proceedings as it thinks fit.
17.0 COMMITTEE MEETINGS
17.1 The quorum for Committee meetings is at least four (4) members of the Committee.
17.2 A meeting of the Committee may be held either—
(a) 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
(b) by means of audio, or audio and visual, communication by which all members of the Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.
17.3 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.
17.4 The members of the Committee shall elect one of their number 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 number to be chairperson of the meeting. The chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee.
17.5 Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.
17.6 The Committee shall meet at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.
17.7 The Secretary, or other Committee member 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.
18.0 OFFICERS
18.1 Every Officer must be a natural person who:
(a) Is a Member of the Society; and
(b) has consented in writing to be an officer of the Society; and
(c) certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society.
18.2 18.2 Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Society, namely:
(a) a person who is under 16 years of age
(b) a person who is an undischarged bankrupt
(c) 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
(d) A person who is disqualified from being a member of the governing body of a charitable entity under the Charities Act 2005
(e) a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years—
(i) an offence under subpart 6 of Part 4 of the Act
(ii) a crime involving dishonesty (within the meaning of section 2(1) of the
Crimes Act 1961)
(iii) an offence under section 143B of the Tax Administration Act 1994
(iv) an offence, in a country other than New Zealand, that is substantially
similar to an offence specified in subparagraphs (1) to (3)
(v) a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
(f) a person subject to:
(i) a banning order under subpart 7 of Part 4 of the Act, or
(ii) an order under section 108 of the Credit Contracts and Consumer
Finance Act 2003, or
(iii) a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
(iv) 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.
(g) a person who is subject to an order that is substantially similar to an order
referred to in paragraph (6) 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.
(a) Prior to election or appointment as an Officer consent in writing to be an Officer, and
(b) 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.
19.0 OFFICERS DUTIES
19.1
At all times each Officer:
(a) shall act in good faith and in what they believe to be the best interests of the
Society,
(b) must exercise all powers for a proper purpose,
(c) must not act, or agree to the Society acting, in a manner that contravenes the
Act or this Constitution,
(d) when exercising powers or performing duties as an Officer, must exercise the
care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
(i) the nature of the Society,
(ii) the nature of the decision, and
(iii) the position of the Officer and the nature of the responsibilities undertaken
by him or her
(e) 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
(f) 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.
20.0 REMOVAL OF OFFICERS
20.1 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 —
(a) The Officer elected to the Committee has been absent from 3 committee meetings without leave of absence from the Committee.
(b) The Officer has brought the Society into disrepute.
(c) The Officer has failed to disclose a conflict of interest.
(d) The Committee passes a vote of no confidence in the Officer.
with effect from (as applicable) the date specified in a resolution of the Committee or Society.
21. CEASING TO HOLD OFFICERS
21.1 An Officer ceases to hold office when they resign (by notice in writing to the Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
21.2 Each Officer shall within 5 Working Days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers and other property of the Society held by such former Officer.
22. CONFLICTS OF INTEREST
22.1 An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Society, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
(a) to the Committee and or sub-committee, and (b) in an Interests Register kept by the Committee.
22.2 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.
22.3 An Officer or member of a sub-committee who is an Interested Member regarding a Matter—
(a) must not vote or take part in the decision of the Committee and/or sub- committee relating to the Matter unless all members of the Committee who are not interested in the Matter consent; and
(b) must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all members of the Committee who are not interested in the Matter consent; but
(c) may take part in any discussion of the Committee and/or sub-committee relating to the Matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise).
22.4 Despite rule 22.3 above, 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.
22.5 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.
22.6 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.
23.0 INTERESTS REGISTER
23.1 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.
24. REGISTER OF MEMBERS
24.1 The Society shall keep an up-to-date Register of Members.
24.2 For each current Member, the information contained in the Register of Members shall include —
(a) Their name, and
(b) The date on which they became a member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), and
(c) Their contact details, including —
(i) A physical address or an electronic address, and
(ii) A telephone number.
24.3 The register will also include each Member's
(a) postal address
(b) email address (if any)
(c) whether the Member is financial or unfinancial
24.4 Every current Member shall promptly advise the Society of any change of the Member’s contact details.
24.5 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:
(a) The former Member's name, and
(b) The date the former Member ceased to be a Member.
25.0 ACCESS TO INFORMATION FOR MEMBERS
25.1 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.
25.2 The Society must, within a reasonable time after receiving a request —
(a) provide the information, or
(b) agree to provide the information within a specified period, or
(c) 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
(d) refuse to provide the information, specifying the reasons for the refusal.
25.3 Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if —(a) withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
(b) 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
(c) the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
(d) the information is not relevant to the operation or affairs of the society, or
(e) withholding the information is necessary to maintain legal professional privilege, or
(f) the disclosure of the information would, or would be likely to, breach an enactment, or
(g) the burden to the 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
(h) the request for the information is frivolous or vexatious, or
(i) the request seeks information about a dispute or complaint which is or has been he subject of the procedures for resolving such matters under this Constitution and the Act.
25.4 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 —
(a) that the Member will pay the charge; or
(b) 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.
26. ACCOUNTING
26.1 The Committee shall maintain bank accounts in the name of the Society.
26.2 All money received on account of the Society shall be banked within seven (7) Working Days of receipt.
26.3 All accounts paid or for payment shall be submitted to the Committee for approval of payment.
26.4 The Committee must ensure that there are kept at all times accounting records that—
(a) correctly record the transactions of the Society, and
(b) allow the Society to produce financial statements that comply with the requirements of the Act, and
(c) would enable the financial statements to be readily and properly audited (if required under any legislation or the Society's Constitution).26.5 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.
26.6 The Society's financial year shall commence on 01 October of each year and end on 30 September in the following year (the latter date being the Society’s balance date).
27.0 DISPUTE RESOLUTION
27.1 A dispute is a disagreement or conflict involving the Society and/or its Members in relation to specific allegations set out below.
27.2 The disagreement or conflict may be between any of the following persons—
(a) 2 or more Members
(b) 1 or more Members and the Society
(c) 1 or more Members and 1 or more Officers
(d) 2 or more Officers
(e) 1 or more Officers and the Society
(f) 1 or more Members or Officers and the Society.
27.3 The disagreement or conflict relates to any of the following allegations—
(a) Member or an Officer has engaged in misconduct
(b) a Member or an Officer has breached, or is likely to breach, a duty under the
Society's Constitution or bylaws or the Act
(c) the Society has breached, or is likely to breach, a duty under the Society's
Constitution or bylaws or the Act
(d) a Member's rights or interests as a Member have been damaged or Member's
rights or interests generally have been damaged.
27.4 A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—
(a) states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
(b) sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
(c) sets out any other information or allegations reasonably required by the Society.
27.5 The Society may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—
(a) states that the Society is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
(b) sets out the allegation to which the dispute relates.
27.6 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.
27.7 A complaint may be made in any other reasonable manner permitted by the Society's Constitution.
27.8 All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society's activities.
27.9 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.
27.10 A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that—
(a) states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society’s Constitution; and
(b) sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
(c) sets out any other information reasonably required by the Society.
27.11 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—
(a) states that the Society is starting a procedure for resolving a dispute in accordance with the Society’s Constitution; and
(b) sets out the allegation to which the dispute relates.
27.12 The information given under sub-clause (27.10) or (27.11) 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.
27.13 A complaint may be made in any other reasonable manner permitted by the
Society’s Constitution.
27.14 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.
27.15 If the Society makes a complaint—
(a) the Society has a right to be heard before the complaint is resolved or any
outcome is determined; and
(b) an Officer may exercise that right on behalf of the Society.
27.16 Without limiting the manner in which the Member, Officer, or Society may be given the right to be heard, they must be taken to have been given the right if—
(a) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
(b) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
(c) an oral hearing (if any) is held before the decision maker; and
(d) the Member’s, Officer’s, or Society’s written or verbal statement or submissions (if any) are considered by the decision maker.
27.17 This clause applies if a complaint involves an allegation that a Member, an Officer, or the Society (the ‘respondent’)—
(a) has engaged in misconduct; or
(b) has breached, or is likely to breach, a duty under the Society’s
Constitution or bylaws or this Act; or
(c) has damaged the rights or interests of a Member or the rights or interests
of Members generally.
The respondent has a right to be heard before the complaint is resolved or
1.
any outcome is determined.
2. If the respondent is the Society, an Officer may exercise the right on behalf of the Society.
3. Without limiting the manner in which a respondent may be given a right to be
heard, a respondent must be taken to have been given the right if—
(a) the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
(b) the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
(c) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
(d) an oral hearing (if any) is held before the decision maker; and
(e) the respondent’s written statement or submissions (if any) are considered by the decision maker.
27.18 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.
27.19 Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.
27.20 Despite the ‘Investigating and determining dispute’ rule above, the Society may decide not to proceed further with a complaint if—
(a) the complaint is considered to be trivial; or
(b) the complaint does not appear to disclose or involve any allegation of the following kind:
(i) that a Member or an Officer has engaged in material misconduct:
(ii) that a Member, an Officer, or the Society has materially breached, or is likely to materially breach, a duty under the Society’s Constitution or bylaws or the Act:
(iii) that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
(c) the complaint appears to be without foundation or there is no apparent evidence to support it; or
(d) the person who makes the complaint has an insignificant interest in the matter; or
(e) the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
(f) there has been an undue delay in making the complaint.
27.21 The society may refer a complaint to -
(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.
27.22 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).
27.23 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—(a) impartial; or
(b) able to consider the matter without a predetermined view.
29.0 LIQUIDATION AND REMOVAL FROM THE REGISTER
29.1 The Society may be liquidated in accordance with the provisions of Part 5 of the Act.
29.2 The Committee shall give 20 Working Days written Notice to all Members of the proposed resolution to put the Society into liquidation.
29.3 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.
29.4 Any resolution to put the Society into liquidation must be passed by a two-thirds majority of all Members present and voting.
29.5 The Society may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
The Society may refer a complaint to—
29.6 The Committee shall give twenty (20) Working Days written Notice to all Members of the proposed resolution to remove the Society from the Register of Incorporated Societies.
29.7 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.
29.8 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.
30.0 SURPLUS ASSETS
30.1 If the Society is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
30.2 On the liquidation or removal from the Register of Incorporated Societies of the Society, its surplus assets, after payment of all debts, costs and liabilities, shall be vested in a not-for-profit entity whose purpose is the advocacy, support and advancement of Cambridge businesses.
30.3 However, in any resolution under this rule, the Society may approve a different distribution to a different not-for-profit entity from that specified above, so long as the Society complies with this Constitution and the Act in all other respects.
31.0 ALTERATIONS TO THE CONSTITUTION
30.1 All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as required by section 31 of the Act.
30.2 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.
30.3 That amendment may be approved by a resolution passed in lieu of a meeting but only if authorised by this Constitution.
30.4 Any proposed resolution to amend or replace this Constitution shall be signed by at least five (5) per cent of eligible Members and given in writing to the Committee at least fourteen (14) 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.
30.5 At least seven (7) 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.
30.6 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.
31.0 POWER TO BIND
31.1 The Society may sign any agreement or deed by the passing of a resolution of the Committee nominating two (2) Committee members as authorised signatories, or such other means as the Committee may resolve from time to time
32.0 BYLAWS
32.0 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.
33.0 INTERIM RULES
33.1 Once the Society has voted at the Annual General Meeting to adopt these new rules then the Society shall apply for reregistration under the new Act. Until such time as the Society is reregistered, the old rules shall apply.
