Below is the Proposed Constitution, to be considered at a Special General Meeting of Members at HVIS on Sunday 25 May, 2025.

HUTT VALLEY IRISH SOCIETY INCORPORATED Constitution - for discussion and consideration ONLY

NB: All Italicised text between [ ... ] is annotations for the guidance of HVIS members, AND IS NOT PART OF THE DRAFT CONSTITUTION.

1. Definitions and interpretation

   1. Definitions: In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
      Act means the Incorporated Societies Act 2022, including any amendments, and any regulations made under that Act.
      AGM or Annual General Meeting means a meeting of the Members held once a year convened under this Constitution.
      Bylaws means any bylaws, policies, regulations and codes of the Society made under clause 10.
      Committee means the Society's governing body.
      Committee Member means a member of the Committee.
      Constitution means this Constitution, including any amendments and any schedules to this Constitution.
      Contact Details means a physical or an electronic address and a telephone number.
      General Meeting means an AGM or SGM of the Society.
      Matter has the meaning given in Incorporated Societies Act 2022, including any amendments.
      Member means each person who for the time being is a member of the Society and includes all classes of members described in clause 4.
      Officer means a Committee Member and any natural person occupying a position in the Society that allows the person to exercise significant influence over the management or administration of the Society.
      SGM or Special General Meeting means a meeting of the Members, other than an AGM, called for a specific purpose or purposes.
      Working Day has the meaning given to that term under the Legislation Act 2019 and excludes the day observed as the anniversary in Wellington
      

2. Society Details

   1. Name: The name of the society is Hutt Valley Irish Society Incorporated (in this constitution referred to as the Society. [MANDATORY CLAUSE] [AS PER CURRENT CLAUSE 1]
   2. Contact person: At its first Committee meeting following an AGM, the Committee must appoint or reappoint at least one, and a maximum of three, people to be the contact person, subject to those people meeting the eligibility criteria set out in the Act. The Committee must advise the Registrar of Incorporated Societies of any change in the contact person or their Contact Details. [MANDATORY CLAUSE] [NEW]
   3. Registered office
      1. The registered office of the Society shall be at 12 Raroa Road, Lower Hutt, or such place as the Committee from time to time determines.
      2. 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. [RECOMMENDED CLAUSE] [AS PER CURRENT CLAUSE 2]

3. Purpose and powers

   1. Purpose: The purposes of the Society are to: [MANDATORY CLAUSE] [AS PER CURRENT CLAUSE 3 WITH EXCEPTION “OBJECTS” REPLACED WITH “PURPOSES]
      1. promote and maintain Irish traditions and cultures.
      2. promote and maintain private social intercourse, convenience and comfort of persons of Irish birth, descent or association, and
      3. hold a licence to sell and supply liquor for consumption on the Society's premises.

4. Members

   1. Application: An application to become a member must be in the form required by the Committee. All Applications are decided by the committee which may accept or decline an application in its absolute discretion. A person becomes a member when their application has been accepted, and they have paid the required membership fees and satisfied any other preconditions. [MANDATORY CLAUSE] [CURRENT CLAUSE 5 c but proposed not reflected word for word as current]
   2. Member consent: A person or entity consents to become a member by submitting an Application to the Society or paying fees, unless otherwise specified in this Constitution. [MANDATORY CLAUSE] [CURRENT CLAUSES 5c and 7 but proposed not reflected word for word as current]
   3. Membership types: The categories of Members of the Society are as set out below. [[New clauses but reflects practice]]
      1. Adult Member
         1. Any Ordinary Member over the age of 18.
         2. Once any membership fees have been paid in full a Senior Member shall have full voting rights
      2. Junior / Family Member
         1. Any child of an adult member under the age of 18 years.
         2. Junior Members shall not hold any office.
         3. Junior members are not entitled to voting rights.
      3. Life Member
         1. Life Membership may be granted in recognition and appreciation of outstanding service by an individual to the Society. Any Member may nominate an individual to become a Life Member by giving notice to the Committee setting out the grounds for the nomination. The Committee must then determine whether the nomination should be forwarded to a General Meeting for determination by the Members. A person may only be elected as a Life Member by a Resolution at a General Meeting. A person consents to becoming a Life Member on acceptance of their life membership.
         2. Any Life Member shall have full voting rights and shall be exempt from paying membership fees.
      4. Honorary Member
         1. Any person elected as an Honorary Member by the Committee.
         2. Honorary Members shall be exempt from paying subscriptions and shall have no voting rights.
      5. Reciprocal Member
         1. Any person who holds a membership at another Irish Society in the Wellington region.
         2. Reciprocal Members shall be exempt from paying subscriptions and shall have no voting rights.
   4. Member rights and obligations: Members acknowledge and agree that: [MANDATORY CLAUSE] [Nothing in current constitution.]
      1. they are bound by, and will comply with, this Constitution and the Bylaws, and to the extent they apply, the statutes, rules, procedures or policies of Hutt Valley Irish Society Incorporated
      2. they are entitled to all rights and entitlements granted by this Constitution or as determined by the Committee.
      3. to receive, or continue to receive or exercise member rights, they must meet all the member requirements set out in this Constitution and the Bylaws or as otherwise set by the Committee, including payment of any membership or other fees within the required time period.
      4. if they fail to comply with sub-clause (c) the Committee may terminate their membership, but the Member continues to be bound by this Constitution;
      5. they do not have any rights of ownership of, or the automatic right to use, the Society's property; and
      6. they will promote the interests and purposes of the Society and must not do anything to bring the Society into disrepute.
   5. Ceasing to be Member: A Member ceases to be a Member: [MANDATORY CLAUSE] [CURRENT CLAUSE 6 - note some sub clauses would now be in “disputes" section but proposed is not reflected word for word as current]
      1. on death.
      2. by giving notice to the Committee of their resignation.
      3. if their membership is terminated under clause 4.4(d);
      4. if their membership is terminated following a dispute resolution process or such other process set out or referred to in this Constitution.
      5. By non-payment of annual membership fee by 1 June of financial year
   6. Consequences of ceasing to be a member: A Member who ceases to be a member:
      1. remains responsible for paying all their outstanding membership and other fees to the Society.
      2. must return all the Society's property if required.
      3. ceases to be entitled to any rights of a member.
   7. Membership fees [not mandatory section - proposed as per current section 7 with the exception of payable period as now specified in 4.5 (e)]
      1. The annual subscription shall be determined by the membership at the Annual General Meeting of the Society.
      2. In addition to the annual subscription each member may be required to pay a levy to assist in funding any special project which the membership at an Annual or Special General Meeting agrees to undertake on the recommendation of the Committee. The Committee may decide to waive fees and subscriptions.
   8. Member register:
      1. The Committee will keep an up-to-date Member register, which includes each Member's name, Contact Details and the date they became a member.
      2. A Member must provide notice to the Society of any change to their Contact Details.
      3. The Member register will be updated as soon as practicable after the Committee becomes aware of changes in the information recorded in the Member register.
      4. The Committee will keep a record of those who have ceased to be a Society member within the previous 7 years and the date on which they ceased to be a member. [MANDATORY CLAUSE] [not in current constitution]
      5. The committee shall protect the register using principles of the Privacy Act 2020 and any amendments to that Act.

5. General Meetings

   [Current constitution sections 8 & 9 but need to review timing of notice periods % and allow for modern communication options.]
   1. AGM: An AGM must be held once a year at the time, date and place as the Committee decides, but not more than 6 months after the balance date of the Society and not more than 15 months after the previous AGM. [MANDATORY CLAUSE]
   2. Notice of AGM: The Members must be given at least 20 working days notice of the AGM. Notice to Members of an AGM may be given by posting on the Society's website and through a newsletter. [MANDATORY CLAUSE]
   3. Business of AGM: The following business will be discussed at the AGM: [MANDATORY CLAUSE]
      1. confirmation of the minutes of the previous AGM.
      2. the Committee's presentation of the following information during the most recently completed accounting period:
         1. the annual report.
         2. the annual financial statements.
         3. notice of any disclosures of conflicts of interest made by Officers (including a brief summary of the Matters, or types of Matters, to which those disclosures relate).
      3. the election of any Committee Members.
      4. consideration of any motions proposing to amend this Constitution that have been properly submitted for consideration at the AGM.
      5. consideration of any other items of business that have been properly submitted for consideration at the AGM.
   4. Notice of proposed motions: Members must give notice of any proposed motions and other items of business to the Secretary at least 25 working days before the date of the AGM. [MANDATORY CLAUSE]
   5. Notice of agenda: Notice of the agenda containing the business to be discussed at the AGM must be sent to all people entitled to attend the AGM at least 20 working days before the date of the AGM. [MANDATORY CLAUSE] No additional items of business can be voted on other than those set out in the agenda, but the Members present may agree to discuss any other items.
   6. Calling of SGM: The Committee must call a SGM if it receives a written request stating the purpose of the SGM from the Committee itself or by 25% of Members. [MANDATORY CLAUSE]
   7. Notice of SGM: Members must be given at least 20 working days notice of the SGM, unless the Committee, in its discretion, decides that the nature of the SGM business is of such urgency that a shorter period of notice is to be given to Members. A SGM may only consider and deal with the business specified in the request for the SGM. [MANDATORY CLAUSE]
   8. Method of holding meeting: A General Meeting may be held by a quorum of people being assembled in person at the time and place appointed for the meeting. Participation may be by audio link, audio-visual link or other electronic communication if available.
   9. Quorum: No business may occur at any General Meeting unless a quorum is present at the meeting's start time. The quorum for a General Meeting is at least 25 members or 25 percent of eligible financial Members. attend throughout the meeting and this will constitute a quorum. The quorum must always be present during the General Meeting. [MANDATORY CLAUSE]
   10. No quorum at AGM: If a quorum is not met within 30 minutes of the AGM's scheduled start time, the AGM is adjourned to the last Sunday in July. If no quorum is met at the further AGM, the Members present, in person or through any available audio-visual link or other electronic communication, 15 minutes after the further AGM scheduled start time are deemed to constitute a valid quorum.
   11. No quorum at SGM: If a quorum is not met within 30 minutes of the scheduled start time of the SGM, the SGM is cancelled.
   12. Control of General Meetings: The President will chair General Meetings. If that person is unavailable, a Committee Member (appointed by the Committee) will preside. In the absence of both of those persons, the Members present will elect a person to chair the General Meeting.
   13. Attendance: Members and any other person invited by the Committee are eligible to attend and speak at General Meetings.
   14. Voting: Subject to the voting entitlements at clause 4.3 a member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy. [MANDATORY CLAUSE]
   15. Voting by electronic means: Voting by electronic means if available is permitted.
   16. Voting by proxy: Proxy voting is permitted. The Secretary of the General Meeting must receive signed notice of the proxy from the Member 24 hours prior to the start of the meeting. [MANDATORY CLAUSE IF PROXIES ARE PERMITTED]
   17. Conduct of voting: Voting is conducted by voices or a show of hands as determined by the chair of the meeting, unless a secret ballot is called for and approved by the chair or at least 5 members or as otherwise required under this Constitution. [MANDATORY CLAUSE]
   18. Minutes: Minutes must be kept of all General Meetings. [MANDATORY CLAUSE]
   19. Resolution: A simple majority of members at a General Meeting is sufficient to pass a resolution, except as specified in the Act or this Constitution. [MANDATORY CLAUSE]

6. Committee

   1. Functions and powers: Subject to any modifications, exceptions, or limitations contained in the Act or in this Constitution the Committee must manage, direct or supervise the operation and affairs of the Society and has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of the Society. [MANDATORY CLAUSE]
   2. Composition: The Committee shall comprise of the following: the President, Vice President, Secretary, Treasurer and no more than six individual members of the Society to be elected annually at the Annual General meeting of members. [MANDATORY CLAUSE]
   3. Election of Committee Members: Committee Members are elected as follows: [MANDATORY CLAUSE] [Current sections 10 and 13 but worded differently and new Act requirement eg qualification/disqualification and terms of office to be specified]
      1. the Committee must receive nominations for any Committee Member positions that are to be vacated at an AGM at least 5 working days before the AGM. If insufficient numbers have been received the chair may accept nominations from the floor.
      2. at the AGM, if there are more nominees than number of positions available, the election is by secret ballot. If a secret ballot is held, two scrutineers must be appointed at the General Meeting to count the votes.
      3. those nominees who have the highest number of votes in their favour to fit the number of vacant positions are declared elected.
      4. if the number of votes for one or more nominees is equal to another nominee, a further vote will be held between the tied nominees.
      5. if there is only one nominee for a vacant position, that person is declared to be elected without the need for a vote.
   4. Qualification: Every Committee Member must, in writing:
      1. consent to be a Committee Member; and
      2. certify that they are not disqualified from being elected or holding office as a Committee Member by this Constitution or under the Act.
   5. Disqualification: The following persons are disqualified from being elected or holding office as a Committee Member:
      1. A person who is an employee of, or independent contractor to, the Society.
      2. A person who is disqualified from being elected or holding office as a Committee Member under the Act.
      3. A person who has been removed as a Committee Member following a process under this Constitution or any Bylaw.
      4. If an existing Committee Member becomes or holds any position in (a) above then upon their appointment to such a position, they are deemed to have vacated their office as a Committee Member. If any of the circumstances listed in (b) above occur to an existing Committee Member, they are deemed to have vacated their office upon the relevant authority making an order or finding against them of any of those circumstances.
   6. Term of office: The term of office for all Committee Members is one year, expiring at the end of the relevant AGM. A Committee Member may be re-elected to the Committee for a maximum of 10 consecutive terms of office. The term of any period served to fill a Casual Vacancy is disregarded for the purposes of calculating the total term served. [MANDATORY CLAUSE] [to specify number of consecutive years and 10 is the maximum]
   7. Committee Member ceasing to hold office: A person ceases to be a Committee Member if: [MANDATORY CLAUSE]
      1. their term expires.
      2. the person resigns by delivering a signed notice of resignation to the Committee.
      3. the person is removed from office under this Constitution.
      4. the person becomes disqualified from being an officer under of the Act.
      5. the person dies.
      6. If membership is not paid
      7. Non attendance for 4 meetings.

7. Committee meetings

   [Currently within sections 10, 11, 12 & 13]
   1. Calling meetings: Committee meetings may be called at any time by the President or Secretary or by three Committee Members jointly, but generally the Committee meets monthly. [MANDATORY CLAUSE]
   2. Meeting procedure: Except to the extent specified in the Act or this Constitution, the Committee may regulate its own procedure. [MANDATORY CLAUSE]
   3. Quorum: The quorum for a committee meeting is 5 Committee Members. [MANDATORY CLAUSE] Any Committee Member may be counted for the purposes of a quorum, participate in any and vote on any proposed resolution at a committee meeting without being physically present. This may only occur at Committee meetings by audio or audio-visual link or other electronic communication provided that all persons participating in the Committee meeting can hear each other effectively and simultaneously.
   4. Chair: The Chair will be the President. In the Presidents absence the Vice president or Secretary will chair. [MANDATORY CLAUSE]
   5. Voting: Each Committee Member has one vote. Voting is by voices or on request of any Committee Member by a show of hands or by a ballot. Proxy and postal votes are not permitted. Voting by electronic means is permitted. [MANDATORY CLAUSE]
   6. If there is an equality of votes, the Chair has a casting vote. [MANDATORY CLAUSE: If the Chair has a casting vote if there is an equality of votes, it is mandatory to include this in your constitution]
   7. Resolution in writing: A resolution in writing signed or consented to by email or other electronic means by a majority of Committee Members is valid as if it had been passed at a committee meeting. Any resolution may consist of several documents in the same form each signed by one or more Committee Members.

8. Finances

   [Currently within sections 13, 14 & 20]
   1. Control and management of finances: The funds and property of the Society are controlled, invested and disposed of by the Committee, subject to this Constitution and devoted solely to the promotion of the purposes of the Society set out in clause 3. [MANDATORY CLAUSE]
   2. Balance date: The Society's balance date is 31 March or on the date as the Committee decides.
   3. No personal benefit: The Officers and Members may not receive any distributions of profit or income from the Society. This does not prevent Officers or Members:
   1. receiving reimbursement of actual and reasonable expenses incurred, or
   2. entering into any transactions with the organisation for goods or services supplied to or from them, which are at arms' length, relative to what would occur between unrelated parties,
   3. provided no Officer or Member is allowed to influence any such decision made by the Society in respect of payments or transactions between it and them, their direct family or any associated entity. [This clause is required by the IRD in respect of income tax exemption]

9. Amendments

   [Current section 15 with provision for minor / technical changes]
   1. Amendments: This Constitution may only be amended or replaced by a 66% majority at a General Meeting. [MANDATORY CLAUSE]
   2. Notice: Notice of proposed amendments shall set forth the purpose of the proposed alteration, addition, rescission or other amendment and should be provided to the members of the Society as per clause 5.4.
   3. Minor effect or technical alteration: If an amendment to this Constitution would have no more than a minor effect or is to correct errors or makes similar technical alterations, then the Committee may give notice of the amendment to every Member stating the text of the amendment and the right of Members to object to the amendment. If the Committee does not receive any objections from Members within 20 Working Days after the date on which the notice is sent, or any longer period of time that the Committee decides, then the Committee may make that amendment. If it does receive an objection, then the Committee may not make the amendment.
   4. Filing: Copies of every such alteration, addition, rescission or amendment shall be filed with the Registrar of Incorporated Societies in accordance with the provisions of the Incorporated Societies Act

10. Bylaws

    [Current section 16]
    
    The Committee may make and amend Bylaws for the conduct and control of the Society's activities and codes of conduct applicable to Members. Any Bylaw must be consistent with the Society's purposes set out in clause 3, the Act and any other laws. All Bylaws are binding on the Society and the Members. The making, amendment, revocation, or replacement of a Bylaw is not an amendment of this Constitution.



11. Dispute Resolution

    [MANDATORY CLAUSE Currently not as specific as required and in section 6 ]
    1. A Member or a Committee Member may make a complaint in writing (including by electronic mail) to the Committee.
    2. 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.
    3. 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.
    4. The information given 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.
    5. The Committee will investigate and resolve disputes in a fair, efficient and restorative manner.
    6. The committee may refer the complaint to an external person for the purposes of conducting an independent investigation and / or decision making.
    7. Any member of the Committee who is empowered to investigate or determine a complaint must be impartial and able to consider the matter without a predetermined view. If two or more other Committee Members on reasonable grounds believe that the chosen Committee Member may not be impartial, shall refer the matter to another Committee Member or external person for investigation and decision making.
    8. A complaint may be made in any other reasonable manner permitted by the Society's Constitution.

12. Liquidation and removal

    [Current section 19 - Note non-profit or charity has to be named for disposal of assets]
    1. Notice: The Committee must give notice to all Members at least 20 Working Days of a proposed motion:
       1. to appoint a liquidator;
       2. to remove the Society from the Register of Incorporated Societies; or
       3. for the distribution of the Society’s surplus assets.
    2. The notice must comply with the Act and include details of the General Meeting at which the proposed motion is to be considered.
    3. Any resolution for a motion set out in clauses 12.1(a) to (c) must be passed by a 66% of Members.
    4. Surplus assets: The surplus assets of the Society, after the payment of all costs, debts and liabilities, must be disposed of to Wellington Irish Society Incorporated (Incorparation number 217031) and Wellington/Hutt Valley Gaelic Football and Hurling Association (Charity Number CC42704).. [MANDATORY CLAUSE]