NZARH Constitution

RULES OF THE
N.Z. ASSOCIATION OF RATIONALISTS & HUMANISTS (Inc.)
AS AT JULY 2009

CLAUSE 1. NAME:

The name of the Society (hereinafter called "the Association") is "N.Z. ASSOCIATION OF RATIONALISTS & HUMANISTS (INCORPORATED)".

CLAUSE 2. THE OBJECTS FOR WHICH THE ASSOCIATION IS ESTABLISHED ARE:

To advocate a rational, humane, and secular view of life without reference to supernatural agencies and which is compatible with the scientific method.
To promote a tolerant, responsible, and open society.
To encourage open-minded enquiry into matters relevant to human co-existence and well-being.

CLAUSE 3. MEMBERSHIP:

Membership shall be open to any person who is in agreement with the objects of the Association and whose signed application form has been moved and seconded and approved by members of the Council.
Members shall not be eligible to hold office in the Association or to exercise voting powers until they have reached eighteen years of age.
The Council shall reserve the right to refuse any application for membership, without giving the applicant any reason for its action or decision.
Affiliate Membership:

Affiliate Membership may be granted by the Council to financial members of organisations that have objects similar to this Association.
Affiliate members may be granted privileges of financial members with the exception of the right to vote on Association business.
Affiliated member status is revoked once such members cease to be current members of their respective organisations, and may additionally be terminated at any time by the Council.

CLAUSE 4. PRINCIPLES:

The Association shall be non-political and non-party; but shall reserve itself the right to combat legislation opposed to its aims, and to support legislation consonant with same.

CLAUSE 5. SUBSCRIPTION:

The Annual Subscription shall be fixed at the Annual General Meeting each year.
In the event of the Annual General Meeting having not fulfilled the requirement in regard to Clause 5(a) then the Council at its first meeting after the Annual General Meeting will set the said Annual Subscription.
Only current financial members shall be entitled to vote at any General Meeting.
Any members in arrears for more than one year shall be deemed to have lapsed and must re-apply for membership, and such application shall be considered as for new members. (Clause 3.)

CLAUSE 6. SUSPENSION AND EXPULSION:

The Council shall have the power to suspend the membership of any member who shall have been deemed guilty of conduct prejudicial to the interest of the Association, and, after a full enquiry and subject to the next succeeding Clause, shall have the power to cancel such membership.
Any member suspended or expelled shall have the right of appeal to a General Meeting of members and a majority decision of two-thirds of the members present shall be final.
The Council may, subject to the right of appeal before-mentioned, at its discretion revoke Life Membership. Such revocation shall automatically include suspension from membership of this Association.

CLAUSE 7. MEETINGS:

The Association shall hold meeting of the following types:

Ordinary Meetings. An Ordinary Meeting is a meeting of members at which business is not conducted.
Council Meetings. A Council Meeting is a meeting of Council members at which the affairs of the Association are transacted.

A Monthly Council Meeting must be held in every calendar month with the exception of January. The venue, date, and time for such Council Meetings shall be set at the previous such Council Meeting and be published at least seven days in advance in the Association newsletter. All financial members shall be entitled to attend such meetings, and shall be granted speaking time if so desired during "Members' Time" on the agenda.
An Officer of the Association may call a Special Council Meeting at any time. The Officer calling such a meeting shall communicate the purpose, venue, date, and time of such meeting to all Council Members as far in advance as practicable.
An Extraordinary Council Meeting shall be called on a requisition signed by at least three members of the Council lodged with the Secretary who shall forthwith give notice of such meeting. Such a requisition must state the purpose for calling the meeting. The business of the meeting shall be confined to the purpose stated in the requisition.

General Meetings. There are three categories of General Meetings, being Annual General Meetings, Special General Meetings, and Extraordinary General Meetings. Notice of any General Meeting shall be circulated to the membership at least fourteen days prior to the meeting. The quorum for all General Meetings shall be twenty.

The Annual General Meeting shall be held in each year in the month of June for the purpose to receiving reports, presenting the financial statements, election of Officers and Councillors, and transacting business.
The Council may call a Special General Meeting at any time in order to transact business of the Association.
Extraordinary General Meetings shall be called subsequently to a requisition signed by at least twenty members with voting rights being received by the Secretary. Such a requisition must state the purpose for calling the meeting. It will be the duty of the Secretary to call such a meeting at the earliest suitable time, which shall not be more than one month after receiving the requisition. The business of the meeting shall be confined to the purpose stated in the requisition.

CLAUSE 8. MODE OF NOMINATING AND VOTING:

No person shall be eligible for election as an officer at any General Meeting unless, not less than 30 days before the date set for such meeting, there shall have been left at the registered office of the Association notice in writing signed by two financial members of their intention to propose such person, who must be a financial member and also must provide signed notice of their willingness to be elected. A list of all nominees compiled alphabetically, and on alternate years reverse the alphabet, together with data relevant to the qualifications for office of each nominee, together with the names of nominators, shall be posted to all members no later than seven days before the meeting.

In the event of the 30 days expiring during a weekend, such notice must be lodged before the registered office closes on the Friday, postal dates notwithstanding.

Where more than five members are elected to the Council at an Annual General Meeting, certain members of them in excess of five shall be required to retire at the end of the first year of office, such requirement being determined by agreement of the members concerned or, failing agreement, by ballot. Where, during the year, a member has been co-opted to the Council to fill a vacancy on it, such member shall hold office until the Annual General Meeting. If a co-opted member is subsequently elected, their two-year term of office shall include the year they were co-opted onto the Council.

Except as otherwise provided every Council representative shall be appointed for a period of two years, but may from time to time offer himself or herself for re-election and be re-appointed.
Election of all offices at the Annual General Meeting shall, where a vote is necessary, be by ballot.
A postal vote of current financial members shall also be conducted. Voting forms from the Association newsletter preceding the Annual General Meeting shall be provided in the event of an election of officers. Postal votes must be received by the office of the Association by 3.00 pm of the Friday prior to the Annual General Meeting. Only those votes filled out in full and on the provided voting form will count as valid.
All other matters at General Meetings shall be decided (at the discretion of the Chair) by voices, or by a show of hands, or by ballot.
Except in cases of routine procedure, if the Chair's ruling is questioned at any meeting, a vote shall be taken to decided the issue.
At meetings the Chair may exercise a casting vote where voting on any issue is equalised, in addition to the Chair's substantive vote.

CLAUSE 9. APPOINTMENT OF OFFICERS:

The Council shall consist of nine members including a President, a Vice President, a Secretary, a Treasurer, collectively called "Officers", and five other members, called "Councillors"; all these positions shall be elected at the Annual General Meeting (subject to Clause 10). Each member of the Council must have been a member of the Association for a period of not less than six months immediately before their appointment, and must be a bona fide paying member during their term of office.
The Council shall have the power to fill vacancies and in this respect shall have regard to those who failed to gain election at the Annual General Meeting.
The quorum for any meeting of the Council shall be five.
Any Council members absent on three successive Monthly Council Meetings shall forfeit their seat, unless they have been granted leave of absence.
An independent chartered accountant be appointed to carry out independent reviews as and when required by General Meeting.
The President may remain in office for not more than two consecutive terms. After a stand-down period of one year or more that person may be eligible for re-election as President. In the stand-down period that person may be elected as a Councillor but not as an Officer of the Association.

CLAUSE 10. TRUSTEES:

The Council shall at its first meeting following the election of its members appoint at least three Trustees who shall each have been members of the Association for at least five consecutive years immediately preceding their appointment, and such Trustees shall not be members of the Council.
Upon the happening of any one of the following events it shall be the duty of the Trustees to take office and control the affairs of the Association as an emergency measure with the same power to act as is by the Rules reposed in the Council, and the signatories of all the Trustees shall be sufficient to enable the withdrawal of the Association's monies from its bank or banks:

The resignation of all the members of the Council during its term of office.
The inability of the Council to carry out its functions due to lack of a quorum at three successive meetings of the Council; such meetings shall be called at intervals of not less than one week in each case.

Within one month of the Trustees taking office they shall and are hereby empowered to call a Special General Meeting of the Association by giving notice in accordance with the Rules. The Special General Meeting shall be called for the purpose of electing a new Council to continue in office until the next Annual General Meeting of the Association.
It shall be the duty of the Trustees to report fully at the new meeting of the new Council and to hand over their administration to the new Council at such meeting. The new Council at such meeting shall appoint at least three Trustees in accordance with the Rules governing Trustees above set forth.
Should any Trustees not be able to have a new Council appointed in accordance with the Rules before the next Annual General Meeting of the Association (it shall be the duty of the Trustees to continue to call Special General Meetings at intervals of not more than one month until a new Council is appointed), then such Trustees shall continue in office until the appointment of the Council at the next Annual General Meeting when they shall hand over their administration to such Council at its first meeting following its election.

CLAUSE 11. DUTIES:

The Council shall have the management of Association affairs.
Life Membership may be granted by a General Meeting on a recommendation from the Council, but at no time shall the total Life Membership of the Association exceed ten.
The Council shall at all times keep proper books of account.
The appointment of Honorary Associate may be granted by a General Meeting on a recommendation from the Council of any person or persons distinguished in the field of sciences, philosophy, literature, politics, or any other distinguished work (whether member or otherwise), and the position of an Honorary Associate shall be purely an honorary one, and shall not involve any rights or liabilities. The Council may at its discretion remove any names from such list.

CLAUSE 12. ALTERATION OF RULES:

No Rules of the Association shall be altered, added to, or rescinded except by a resolution of a two-thirds majority of members present at a General Meeting specially called for the purpose, or at the Annual General Meeting.
With the exception of alterations, additions, or rescissions to Clause 21, which may not be altered, added to, or rescinded except by resolution of a two-thirds majority of members present at a General Meeting specially called for the purpose, or at the Annual General Meeting; and subsequently ratified by 75% of the voting membership in a postal ballot conducted by the Association's Auditors.
Notice of any such meeting setting forth the proposed alterations, additions, or rescissions, together with the names of the mover and seconder of same, who must be two members with voting rights, shall be circulated to the membership at least fourteen days before the date of the meeting.
In the case of alterations, additions, or rescissions to be moved at the Annual General Meeting, notice in writing signed by two members with voting rights of their intention to propose such alterations, additions, or rescissions, must be received by the office of the Association at least 30 days before the date set for the Annual General Meeting, and such notice shall set forth said members' proposed alterations, additions, or rescissions.

CLAUSE 13. FINANCE:

All moneys received shall be lodged at such Bank or Banks as the Council may from time to time resolve.
The officers registered at the Bank or Banks shall be four members of the Council and shall include the President and Treasurer, but the signatures of any two shall be sufficient to withdraw moneys. No blank cheques must ever be signed.
At the Annual General Meeting in each year the Treasurer shall present a Financial Statement reviewed by a qualified accountant.
The Council on behalf of the Association (with the prior approval of the main terms of the proposal by the Association in General Meeting) shall have the power to borrow money either by the way of simple debentures, mortgage debentures, or by way of mortgage over the Association's property or any part of it, subject to Clause 21, or by such other legal means and for such legal purposes as may be decided by the Council at a meeting called by at least seven days notice giving brief particulars of the proposals.
Any project that involves the Association in an estimated expenditure of over $600 shall require the approval of two-thirds of Council members present at a meeting of the Council, or two-thirds of Council members giving approval by correspondence. Approvals given by correspondence are to be recorded in the minutes of the next Council Meeting. Further, any project that involves the Association in an estimated expenditure in excess of $6,000 shall require the endorsement of members attending a General Meeting of the Association.
The Council may from time to time invest or re-invest in such securities and upon such terms as it shall think fit, the whole or any part of its funds which shall not be required for the immediate use of the Association.
Ordinary duties of the Council shall be deemed to be honorary, but it shall be in the power of the Council to remunerate any member of members thereof for services rendered and to reimburse any expenses incurred.
The Financial Year shall be the first day of April to 31^st March in each year.
The Council may, without regard to the above provision (b), make one signatory the holder of an Association credit card. That signatory shall be the sole signatory to that credit card.
Any credit card balances shall be paid in full before the interest period expires.
The Council must pass a prior authorisation on credit card expenditures.

CLAUSE 14. OTHER MATTERS:

Matters not specifically provided for by these Rules shall be decided by majority vote of the Council.

CLAUSE 15. POWER TO ACQUIRE PROPERTY:

The Association may purchase, lease, occupy, or otherwise acquire, sell, lease mortgage, and dispose of any real or personal property which may be deemed necessary or convenient for carrying out the objects and purposes of the Association, provided that any transaction in which the consideration is not less than six thousand dollars ($6,000) shall not be entered into except with the authority of a resolution of the Association passed at a duly convened General Meeting by a majority of not less than two-thirds of those present and voting at such a meeting.
With respect to transactions which could result in the disposal of Rationalist House, this Clause is subject to Clause 21.

CLAUSE 16. DISSOLUTION - DISPOSAL OF PROPERTY:

If, upon the dissolution or winding-up of the Association, there remains after the satisfaction of debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Association, but shall be given or transferred to such other institution or institutions having objects similar to this Association, to be determined by the members of the Association at or before the time of dissolution, or in default thereof by the Supreme Court of New Zealand.

CLAUSE 17. INTERPRETATION:

The decision of the Council on the construction or interpretation of any Rule shall be conclusive unless such decision is over-ruled by a two-thirds majority of members present at a General Meeting.

CLAUSE 18. REGISTERED OFFICE:

The Registered Office of the Association shall be the place of business of the Association at the time, or other place as shall be determined by the Council and shall be duly communicated to the Registrar of Incorporated Societies.

CLAUSE 19. COMMON SEAL:

The Common Seal of the Association shall be kept in the custody of the Secretary of the Association for the time being, and it shall be affixed to all documents considered necessary by the Executive and/or required by law to be sealed.
Every instrument to which such Common Seal is affixed shall be attested by three members of the Council.

CLAUSE 20. LOCAL GROUPS:

Any six or more members in the same locality may, on providing the names of the members involved and nominating a Liaison Member, seek from Council recognition as a Local Group.
Each Local Group shall be entitled to an annual grant equal to half the total of subscriptions paid by its members in the preceding financial year.
Such grant may be expended at the discretion of the Group towards the cost of meetings or any other activities in furtherance of the Objects of the Association.
For the purposes of annual grants members may belong to only one Local Group.

CLAUSE 21. DISPOSAL OF RATIONALIST HOUSE:

Rationalist House may not be sold, exchanged, or otherwise be disposed of except by approval of two-thirds of members present at a General Meeting and subsequently ratified by 75% of the voting membership in a postal ballot conducted by the Association's Auditors.