CONSTITUTION

OF

TABLETENNIS NORTHLAND INCORPORATED

 

Tabletennis Northland Incorporated Constitution

 

Contents

1. Definitions and interpretation. 3
2. Details of TTN. 5
3. Members. 7
4. General Meetings. 10
5. Management Committee. 12
6. Management Committee Meetings. 15
7. Officers’ Duties. 16
8. Interests. 16
9. Patrons. 17
10. Indemnity and insurance. 17
11. Finances. 18
12. Method of contracting. 18
13. Amendments. 18
14. Bylaws. 19
15. Integrity. 19
16. Dispute resolution. 19
17. Liquidation and removal 19
18. Matters not provided for 20

 

 

 

 

Table Tennis Northland Incorporated Constitution

1.             Definitions and interpretation

Definitions

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

Act means the Incorporated Societies Act 2022, 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.

Aotearoa means New Zealand.

Application means an application for membership as set out in clause 3.5.

Management Committee means TTN governing body.

Management Committee Meeting means a meeting of the Management Committee.

Management Committee Member means a member of the TTN’s Management Committee, including the Chair.

            Bylaws means any bylaws, policies, regulations, and codes of TTN made under clause 14.1.

Casual Vacancy is a vacancy which arises when a Management Committee Member, the President, Secretary or Treasurer does not serve their full term of office.

Casting Vote means a deciding vote given by the Chair if there is an equality of Deliberative Votes.

Chair means the Management Committee Member appointed as Chair of TTN under this Constitution.

Club means a table tennis club that meets the requirement for membership set out in clause 3.4.

            Club Member means a member of a club (whether an entity or an individual).

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.

Contact Person means the person appointed by the Management Committee to be the Contact Person in accordance with clause 2.3.

            Contractor means contractor to TTN.

Deliberative Vote means a vote cast where there is an entitlement to vote, excluding a Casting Vote

Diversity, Equity and Inclusion means ensuring fair and equitable opportunities are available to everyone to participate in sport and recreation irrespective of age, ability, ethnicity, gender, national origin, race, religion, sexual orientation, beliefs, or socio-economic status.

Electronic means using any audio, audio and visual, or electronic communication technology.

Employee means employee of TTN.

General Meeting means an AGM or SGM of TTN.

Interests Register means the register of interest disclosures made by Officers kept under this Constitution.

Matter means:

(a)        TTN’s performance of its activities or exercise of its powers; or

(b)        an arrangement, an agreement or a contract made or entered (or proposed to be made or entered) into by TTN

Member means each individual person or club who for the time being is a member of TTN and includes all categories of members of TTN described in clause 3.1 and clause 3.2.

Member Register means the register of Members kept under this Constitution.

Not-for-profit entity has the meaning given to it under the Act.

Officer means a Management Committee Member and any natural person occupying a position in TTN that allows the person to exercise significant influence over the management or administration of TTN, in accordance with the Act.

Ordinary Resolution means a resolution passed by a majority of votes cast.

Player (Foundation or Social or Competitive) has the meaning given to the term as defined by Sport NZ.

Purposes means the purposes of TTN described in clause 2.4.

Region means the geographical area defined by TTN in accordance with the TTNZ Constitution, to be the region represented by TTN and within which the primary base of activities of TTN is located: at the date of adoption of this Constitution, it is Northland New Zealand.

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

Special Resolution means a resolution passed by 75% majority of votes cast. TTNZ means Table Tennis New Zealand Incorporated.

• Working Day has the meaning given to that term under the Legislation Act 2019 and excludes the day observed as the anniversary day in Northland New Zealand.

Interpretation

1.2          Unless the context otherwise requires:

(a)        Words referring to the singular include the plural and vice versa.

(b)        Clause headings are for reference only.

(c)        Expressions referring to writing include references to words visibly represented, copied, or reproduced, including by email.

(d)        Reference to a person includes any other entity or association recognised by law and vice versa and any reference to a particular entity includes a reference to that entity’s successors.

(e)        A reference to any legislation includes any secondary legislation, statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.

(f)         All periods of time or notice exclude the days on which they are given.

(g)        Where this Constitution or any Bylaw of TTN is inconsistent with a rule, regulation, bylaw or directive of TTNZ, the rule, regulation, bylaw or directive of TTNZ prevails to the extent of the inconsistency, unless otherwise required by law.

Notices

1.3          Subject to any other notice provision in this Constitution, any notice or other communication given under this Constitution must be in writing and will be given to:

(a)        a Member to the physical or electronic address set out in their Contact Details;

(b)        by email or by post to TTN’s registered office set out on the Register of Incorporated Societies.

1.4          A notice is deemed to have been received:

(a)        if given by post, when left at the address of a person or entity, or five Working Days after being put in the post; or

(b)        if given by email, upon production of a physical copy of the email detailing the time and the date the email was sent (provided that the sender does not receive any “out of office” auto-reply or other indication of non-receipt); or

(c)        if posted on the website, at the date and time it is posted.

provided that any notice or communication received or deemed received after 5pm on a Working Day, or on a day which is not a Working Day, will be deemed not to have been received until the next Working Day.

2.             Details of TTN

2.1          Name: The name of the society is Table Tennis Northland Incorporated, hereinafter referred to as TTN.

Status

TTN is the regional association for TTNZ and related activities in the Region, and is bound by and must observe the Constitution, and TTNZ’s Constitution and Bylaws.

Registered office

2.2          The registered office of TTN is at the place in New Zealand/Aotearoa as the Management Committee decides.

Contact person

2.3          At its first meeting following an AGM, the Management Committee must appoint or reappoint at least one, and a maximum of three, persons to be the contact person, subject to those persons meeting the eligibility criteria set out in the Act. The Management Committee must advise the Registrar of Incorporated Societies of any change in the contact person or their Contact Details.

Purpose

2.4          The purposes of TTN are to:

(a)        be a member of TTNZ for the Region;

(b)        lead the promotion, development and administration of table tennis within the Region and to do so in a manner that is consistent with the requirements of TTNZ, mainly as an amateur sport for the well-being, benefit and recreation of the general public;

(c)        support and assist its Members to deliver table tennis in the Region;

(d)        provide opportunities to participate for Foundation / Social / Competitive players and for volunteers including coaches, officials and administrators / non-playing members in the Region;​

(e)        promote, develop and co-ordinate table tennis competitions in the Region;

(f)         lead, promote and enable Diversity, Equity and Inclusion across the Region;

(g)        enforce the rules of table tennis in the Region in a manner consistent with the requirements of TTNZ;

(h)        provide a voice via association voting at AGMs as outlined in this Constitution;

(i)          act in good faith and protect the integrity and reputation of table tennis and TTN and TTNZ by developing and enforcing standards of conduct, ethical behaviour and implementing good governance in the Region.

Capacity and powers

2.5          TTN has, both within and outside New Zealand, full capacity, rights, powers and privileges to carry on or undertake any activity, do any act, or enter into any transaction, subject to this Constitution, the constitution of TTN, the Act, any other legislation, and the general law.

3.             Members

Member categories

3.1          The categories of Members of TTN are individuals, clubs and any other categories of member as the Management Committee determines.

3.2          Life Members: Life Membership may be granted in recognition and appreciation of outstanding service by an individual to TTN. Any Member may nominate an individual to become a Life Member by giving notice to the Management Committee setting out the grounds for the nomination. The Management Committee must then determine whether the nomination should be forwarded to a General Meeting for determination by the Members. A person may only be elected as a Life Member by a Special Resolution at a General Meeting. A person consents to becoming a Life Member on acceptance of their life membership. Life Members have such rights and benefits as determined by the Management Committee.

Minimum number of Members

3.3          The TTN must have within its Region a minimum of 50 in total of:

(a)        Individual Members; and/or

(b)        Club Members.

Clubs

3.4          A Club that wishes to be a Member must make an Application under clause 3.5. In addition to the obligations as a Member under clause 3.7, each Club that is a Member will:

(a)        administer, promote, and develop table tennis in the Club in a manner that is consistent with the Purposes, this Constitution and Bylaws, and TTNZ’s Constitution and Bylaws;

(b)        If a Club is an incorporated society, have a constitution that is not inconsistent with this Constitution or the TTNZ’s Constitution or any Bylaws;

(c)        If a Club is an incorporated society, maintain a register of its own members and upon request, provide the TTN and TTNZ with up-to-date details or data from its current member register, in compliance with privacy law;

(d)        lead, promote and enable Diversity, Equity and Inclusion across the whole Club including governance of the Club and participation in table tennis;

(e)        act in good faith with loyalty to TTN and TTNZ to ensure the maintenance and enhancement of TTN and table tennis and its reputation.

(f)         be a member of TTN;

(g)        lead the promotion, development and administration of table tennis within the Club and to do so in a manner that is consistent with the requirements of TTNZ, mainly as an amateur sport for the well-being, benefit and recreation of the general public;

(h)        support and assist its Members to deliver table tennis in the Club;

(i)          provide opportunities to participate for Foundation / Social / Competitive players and for volunteers including coaches, officials and administrators / non-playing members in the Club;​

(j)          promote, develop and co-ordinate table tennis competitions in the Club;

(k)        enforce the rules of table tennis in the Club in a manner consistent with the requirements of TTNZ and TTN;

(l)          provide a voice via association voting at AGMs as outlined in the TTN’s constitution;

(m)      act in good faith and protect the integrity and reputation of table tennis and TTN and TTNZ by developing and enforcing standards of conduct, ethical behaviour and implementing good governance in the Club.

Member application

3.5          An application to become a Member must be in the form required by TTN. All Applications are decided by the Management Committee or by a delegated person/subcommittee, 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.

Member consent

3.6          A person or entity consents to become a Member by submitting an Application to the TTN or paying fees, unless otherwise specified in this Constitution Member rights and obligations

3.7          Members acknowledge and agree that:

(a)        they are bound by, and will comply with, this Constitution and the Bylaws, and to the extent they apply, the rules, procedures, regulations, Bylaws, or policies of TTNZ;

(b)        they are subject to the jurisdiction of TTN and TTNZ;

(c)        they are entitled to all rights and entitlements granted by this Constitution or as determined by the Management Committee;

(d)        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 Management Committee, including payment of any membership or other fees within the required time period;

(e)        if they fail to comply with sub-clause (d) the Management Committee may terminate their membership;

(f)         they do not have any rights of ownership of, or the automatic right to use, the TTN‘s property; and

(g)        they will promote the interests and Purposes of TTN and TTNZ and must not do anything to bring TTN or TTNZ into disrepute.

Suspension of a Member

3.8          If a Member is, or may be, in breach under clause 3.7, and the Management Committee believes it is in the best interests of  TTN to do so, the Management Committee may suspend the Member until final determination of the matter under the dispute resolution process applicable to the matter. Before imposing any such suspension, the Member must be given notice of the suspension. Any Member suspension must be reported to TTNZ within 7 days’ notice given to the Member. TTNZ must be informed of any process and outcome of a Member suspension.

Unless otherwise determined by the Management Committee, while a Member is suspended, the Member is:

(a)        not entitled to attend, speak or vote at a General Meeting; and

(b)        not entitled to any other rights or entitlements as a Member

until such time as the alleged breach is resolved or determined.

Ceasing to be a Member

3.9          A Member ceases to be a Member:

(a)        if an individual on death, or if an entity on liquidation;

(b)        by giving notice to the Management Committee of their resignation;

(c)        if their membership is terminated under clause 3.7(e);

(d)        if their membership is terminated following a dispute resolution process or such other process set out or referred to in this Constitution.

3.10       A Member who ceases to be a Member:

(a)        remains responsible to pay all their outstanding membership and other fees to TTN;

(b)        must return all property of TTN if required;

(c)        ceases to be entitled to any rights of a Member, but remains responsible for any obligations incurred during their period of membership and continues to be bound by any obligations as a Member which survive their membership under this Constitution and Bylaws for example Confidentiality and co-operating with any investigation.

Membership fees

3.11       The Management Committee will decide any membership and other fees payable by Members and the due date for those fees. The Management Committee may determine different levels of membership fees and other fees for different types of Members.

Member Register

3.12       The Management Committee will ensure an up-to-date Member Register is kept and the register must include:

(a)        each Member’s contact person’s name;

(b)        where a Member is a Club, an up-to-date list of all officers including contact details;

(c)        each Member’s Contact Details;

(d)        the date each individual or organisation became a Member.

3.13       A Member must provide notice to TTN of any change to their Contact Details.  The Member Register will be updated as soon as practicable after the Management Committee becomes aware of changes to the information recorded in the Member Register. All collection, storage, correction, use and disclosure of personal information will comply with the Privacy Act 2020.

3.14       The Management Committee will keep a record of the name of each person or Club who has ceased to be a Member of TTN within the previous 7 years and the date on which they ceased to be a Member.

3.15        Upon request by TTNZ, TTN will provide TTNZ with up-to-date details or data from its current Member Register, in compliance with privacy law.

4.             General Meetings

AGM

4.1          Table Tennis Northland Inc. must hold an Annual General Meeting once a year at the time, date and place as the Management Committee decides, but not more than 3 months after the balance date of TTN and not more than 15 months after the previous AGM.

4.2          Notice of AGM: The Members must be given at least 28 days’ notice of the AGM. Notice to Members of an AGM may be given by email, posting on TTN’s website and in the stadium.

4.3       Participation at Annual and General Meetings: A General Meeting of TTN shall consist of:

(a)        Up to two (2) delegates appointed by each member club provided that no delegate may represent more than one Club.

(b)        Officers and Management Committee Members who may not act as a delegate for any Club.

(c)        Life Members.

(d)        Individual members aged 18 years and over whose membership has been accepted in terms of clause 3.5.

4.4           Business of AGM: The following business will be discussed at the AGM:

(a)        confirmation of the minutes of the previous AGM;

(b)        the Management Committee’s presentation of the following information during the most recently completed accounting period:

(i)         the annual report;

(ii)        the annual financial statements;

(iii)       the report to members on the financial statements completed by a qualified person;

(iv)       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);

(c)        the election of any Management Committee Members;

(d)        the appointment or announcement of any Appointed Management Committee Members;

(e)        consideration of any motions proposing to amend this Constitution that have been properly submitted for consideration at the AGM;

(f)         consideration of any other items of business that have been properly submitted for consideration at the AGM.

4.5          Notice of proposed motions: All member clubs or members if no clubs exist must give notice in writing of any proposed motions and other items of business to the TTN at least 21 days before the date of the AGM.

4.6          Notice of agenda: Notice of the agenda containing the business to be discussed at the AGM must be sent to all persons entitled to attend the AGM at least 21 days before the date of the AGM. No additional items of business can be voted on other than those set out in the agenda, but the Members present may agree  unanimously to discuss any other items.

4.7          Calling of Special General Meeting: The Management Committee must call a SGM if it receives a written request stating the purpose of the SGM from the Management Committee itself; or by 25% of Members.

4.8          Notice of SGM: Members must be given at least 21 days’ notice of the SGM, unless the Management 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.

4.9          Method of holding meeting: A General Meeting may be held by a quorum of people being assembled at the time and place appointed for the meeting, participating by audio link, audio-visual link or other electronic communication or by a combination of those methods.

4.10       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 10% of the number of Members who are entitled to vote, including Members present by casting votes by electronic means. The quorum must always be present during the General Meeting.

4.11       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 a day, time and place set by the chair of the AGM. If no quorum is met at the further AGM then the Members present, in person or through audio, audio visual link or other electronic communication, at 15 minutes after the further AGM’s scheduled start time, are deemed to constitute a valid quorum.

4.12       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.

4.13       Control of General Meetings: The TTN Chairperson chairs General Meetings. If that person is unavailable, a Management Committee Member (appointed by the Management Committee) will preside. In the absence of both of those persons, the Members present will elect a person to chair the General Meeting.

4.14       Omissions and irregularities: The General Meeting and its business will not be invalidated if one or more Members do not receive notice of the meeting. The General Meeting and its business will not be invalidated by an irregularity, error or omission in notices, agendas and papers of the meeting or the giving of notice within the required time frame or the omission to give notice to all Members and any other error in the TTN of the meeting if:

(a)        the Chair of the meeting in their discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error, or omission; and

(b)        a motion to proceed is put to the meeting and a majority, of two-thirds of votes cast, is obtained in favour of the motion to proceed.

4.15       Attendance: Members and any other persons invited by the Management Committee are eligible to attend and speak at General Meetings.

4.16       Voting: To vote or be on the Management  Committee, a person must have been a financial member over the age of 18 for a minimum of 6 months preceding the AGM.

4.17       Voting by electronic means: Electronic votes may be permitted if received 24 hour prior to the start of the AGM.

4.18       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 by eleven (11) Members or as otherwise required under this Constitution.

4.19       Minutes: Minutes must be kept of all General Meetings.

4.20       Resolution: An Ordinary Resolution of Members at a General Meeting is sufficient to pass a resolution, except as specified in the Act or this Constitution.

4.21       Resolution passed in lieu of meeting: A resolution in writing signed or consented to by email or other electronic means by a 75% majority of Members is valid as if it had been passed at a General Meeting, provided the requirements under sections 89 to 92 of the Act are complied with. Any resolution may consist of several documents in the same form each signed by one or more Members.

5.             Management Committee

5.1          Functions and powers: Subject to any modifications, exceptions, or limitations contained in the Act or in this Constitution the Management Committee must manage, direct or supervise the operation and affairs of TTN and has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of TTN.

Composition: The Management Committee consists of President, Chairperson, Secretary, Treasurer and up to six Committee Members elected at the AGM under clause 5.2. The Management Committee will ensure all functions are performed and can assign people to positions/tasks as needed.

5.2          Election of Management Committee Members: Management Committee Members are elected as follows:

(a)        nominations for President, Chairperson, Secretary, Treasurer and Committee members shall be in the hands of the Secretary not less than 14 days prior to the date appointed for the Annual General Meeting;

(b)        all nominations shall be signed by the nominee and by a proposer and seconder.  Email nominations are acceptable. No nominations shall be taken from the floor. When nominations are closed, the Secretary will advise all members of them and they will also be posted in the stadium;

(c)        to vote or to be on the Management Committee, a person must have been a financial member over the age of 18 for a minimum of 6 months preceding the AGM;

(d)        Employed contractors of TTN shall be eligible for appointment or election to the Management Committee, provided that such contractors meet all other eligibility requirements set out in this Constitution and comply with any applicable conflict of interest policies. They will not be part of any decisionmaking processes regarding their roles;

(e)        at the AGM, if there are more nominees than number of positions available, the election is by secret ballot, unless otherwise decided by the Chair of the General Meeting and approved by a Special Resolution of Members. If a secret ballot is held, two scrutineers must be appointed at the General Meeting to count the votes;

(f)         those nominees who have the highest number of votes in their favour to fit the number of vacant positions are declared elected;

(g)        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;

(h)        if there is only one nominee for a vacant position, that person is declared to be elected without the need for a vote.

(i)          The Management Committee may appoint a replacement Management Committee Member in the event of the death, resignation, or forfeiture of position of a Management Committee Member. Such replacement shall hold office for the remainder of the term of the Member who was replaced.

(j)          The Management Committee may co-opt a new person to the Management committee at their discretion.

5.3          Qualification: Every Management Committee Member must, in writing:

(a)        consent to be a Management Committee Member; and

(b)        certify that they are not disqualified from being elected, appointed or holding office as a Management Committee Member by this Constitution or under section 47 of the Act.

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

(a)        A person who holds office with a Member, unless as a condition of becoming a Management Committee Member they resign from office with the Member.

(b)        A person who is disqualified from being elected or holding office as a Management Committee Member under section 47 of Act.

(c)        A person who is the subject of any criminal or other investigation or proceeding that may result in damage to the reputation of the TTN or TTNZ.

(d)        A person who is suspended as a member by any Regional Association or any table tennis club or TTNZ.

(e)        A person who has been removed as a Management Committee Member following a process under this Constitution or any Bylaw.

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

5.6          If any of the circumstances listed in 5.4 (c) occur to an existing Management 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.

5.7          Term of office: The term of office for all Management Committee Members is one year, expiring at the end of the relevant AGM.

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

5.9          Removal of Management Committee Member:

(a)        The Management Committee may, by Special Resolution, remove any Management Committee Member from the Management Committee before the expiry of their term of office if the Management Committee considers the Management Committee Member concerned:

(i)         has seriously breached duties under this Constitution or the Act; or

(ii)        is no longer a suitable person to be a Management Committee Member; or

(iii)       is involved with, interested in, or otherwise closely connected to a person or activity which has or may bring TTN or TTNZ or table tennis into disrepute or which may be prejudicial to the Purposes or the interests of TTN and/or TTNZ and/or table tennis if they remain as a Management Committee Member.

(b)        The Management Committee Member who is the subject of the motion is counted for the purpose of reaching a quorum but will not participate in the vote on the motion.

(c)        Before considering a motion for removal, the Management Committee Member who is the subject of the motion must be given:

(i)         notice that a Management Committee meeting is to be held to discuss the motion to remove the Management Committee Member; and

(ii)        adequate time to prepare a response; and

(iii)       the opportunity prior to the Management Committee meeting to make written submissions; and

(iv)       the opportunity to be heard at the Management Committee meeting.

(d)        If a Management Committee Member is removed under clause 5.9, TTNZ must be informed within 7 days.

5.10       Management Committee Member ceasing to hold office: A person ceases to be a Management Committee Member if:

(a)        their term expires;

(b)        the person resigns by delivering a signed notice of resignation to the Management Committee;

(c)        the person is removed from office under this Constitution;

(d)        the person becomes disqualified from being an officer under section 47(3) of the Act;

(e)        the person fails to attend two (2) consecutive meetings of the Management Committee without written leave of absence; or

(f)         the person dies.

6.             Management Committee Meetings

6.1          Calling meetings: Management Committee meetings may be called at any time by the Chair or by three Management Committee Members, but the Management Committee must meet at least every two months.

6.2          Meeting procedure: Except to the extent specified in the Act or this Constitution, the Management Committee may regulate its own procedure.

6.3          Quorum: The quorum for a Management Committee meeting is five Management Committee Members. Any Management Committee Member may be counted for the purposes of a quorum, participate in any Management Committee meeting and vote on any proposed resolution at a meeting without being physically present. This may only occur at Management Committee meetings by audio or audio-visual link or other electronic communication provided that all persons participating in the Management Committee meeting can hear each other effectively and simultaneously.

6.4          Chair: The role of the Chair is to chair meetings of the Management Committee. If the elected Chairperson is unavailable, another Management Committee Member must be appointed by the Management Committee to undertake the Chair’s role during the period of unavailability.

6.5          Voting: Each Management Committee Member has one vote. Voting is by voices or on request of any Management Committee Member by a show of hands or by a ballot. Proxy and postal votes are not permitted. Voting by electronic means is permitted. If there is an equality of votes, the Chair does not have a casting vote.

6.6          Resolution in writing: A resolution in writing signed or consented to by email or other electronic means by a majority of Management Committee Members is valid as if it had been passed at a Management Committee meeting. Any resolution may consist of several documents in the same form each signed by one or more Management Committee Members.

7.             Officers’ Duties

An Officer:

(a)        when exercising powers or performing duties as an Officer, must act in good faith and in what the Officer believes to be the best interests of TTN;

(b)        must exercise a power as an Officer for a proper purpose;

(c)        must not act, or agree to TTN 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 of the nature of TTN, the nature of the decision and the position of the Officer and the nature of the responsibilities undertaken by them;

(e)        must not agree to the activities of TTN being carried on in a manner likely to create a substantial risk of serious loss to TTN’s creditors or cause or allow the activities of TTN to be carried on in a manner likely to create a substantial risk of serious loss to TTN’s creditors;

(f)         must not agree to TTN incurring an obligation unless the Officer believes at that time on reasonable grounds that TTN will be able to perform the obligation when it is required to do so; and

(g)        when exercising powers or performing duties as an Officer, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

(i)         an employee whom the Officer believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(ii)        a professional adviser or expert in relation to matters that the officer believes on reasonable grounds to be within the person’s professional or expert competence; or

(iii)       any other Officer or subcommittee of Officers on which the Officer did not serve in relation to matters within the Officer’s or subcommittee’s designated authority,

if the Officer, acting in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that the reliance is unwarranted.

8.             Interests

8.1          Register of interests: The Management Committee must keep a register of interest disclosures made by Officers.

8.2          Duty to disclose interest: An Officer who is Interested in a Matter relating to TTN must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Management Committee, as soon as practicable after the Officer becomes aware that they are interested in the Matter and include it in the register of interests.

8.3          Consequences of being interested: A Management Committee Member who is Interested in a Matter:

(a)        must not vote or take part in a decision of the Management Committee relating to the Matter, unless all non-interested Management Committee Members consent;

(b)        must not sign any document relating to the entry into a transaction or the initiation of the Matter, unless all non-interested Management Committee Members consent;

(c)        must not take part in any Management Committee discussion relating to the Matter or be present at the time of the Management Committee decision, unless all non-interested Management Committee Members consent;

(d)        may be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

8.4          Calling of SGM: Despite clause 4.7, if 50% or more Management Committee Members are Interested in a Matter, an SGM must be called to consider and determine the Matter.

8.5          Notice of failure to comply: The Management Committee must notify Members of a failure to comply with section 63 or 64 of the Act, and of any transactions affected, as soon as practicable after becoming aware of the failure.

9.             Patrons

9.1          A person may be invited by the Management Committee to be a Patron to show their support for TTN and to help establish or maintain public credibility of TTN. A Patron may be entitled to attend and speak at General Meetings but has no right to vote.

10.          Indemnity and insurance

10.1       Indemnity: TTN indemnifies its current and former Officers, Members and employees as permitted by section 96 of the Act.

10.2       Insurance: With the prior approval of its Management Committee, TTN may effect insurance for its current and former Officers, Members and employees as permitted by section 97 of the Act.

10.3       Indemnity for Officers: TTN is authorised to indemnify an Officer under section 96 of the Act or effect insurance for an Officer under section 97 of the Act for the following matters:

(a)        liability (other than criminal liability) for a failure to comply with a duty under sections 54 to 61 of the Act or any other duty imposed on the Officer in their capacity as an Officer; and

(b)        costs incurred by the Officer for any claim or proceeding relating to that liability.

11.          Finances

11.1       Control and management of finances: The funds and property of TTN are controlled, invested and disposed of by the Management Committee, subject to this Constitution; and devoted solely to the promotion of the Purposes.

11.2       Balance date: TTN’s balance date is 31 December or on the date as the Management Committee decides.

11.3       Preparation of financial statements:  TTN’s Financial statements must be prepared by a suitably qualified person appointed by the Management Committee each year and these statements will be presented to the AGM.

11.4       No personal benefit: The Officers and Members may not receive any distributions of profit or income from TTN. This does not prevent Officers or Members:

(a)        receiving reimbursement of actual and reasonable expenses incurred, or

(b)        entering into any transactions with TTN for goods or services supplied to or from them, which are at arms’ length, relative to what would occur between unrelated parties,

provided no Officer or Member is allowed to influence any such decision made by TTN in respect of payments or transactions between it and them, their direct family or any associated entity.

12.          Method of contracting

12.1       A contract or other enforceable obligation may be entered into by TTN:

(a)        by deed by:

(i)         Two (2) or more Officers; or

(ii)        an Officer or other person expressly authorised by TTN, whose signature or signatures must be witnessed; or

(b)        by agreement by a person acting under TTN’s express or implied authority.

 

13.          Amendments

13.1       This Constitution may only be amended or replaced by Special Resolution of Members at a General Meeting.

13.2       No amendment: No addition to, deletion from or alteration of this Constitution may be made which would allow personal pecuniary profits to any individuals.

13.3       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 Management 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 Management 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 Management Committee decides, then the Management Committee may make that amendment. If it does receive an objection, then the Management Committee may not make the amendment.

13.4       The TTN must ensure its Constitution is not inconsistent with TTNZ Constitution and provide TTNZ with a copy of its Constitution.

14.          Bylaws

14.1       The Management Committee may make and amend Bylaws for the conduct and control of TTN’s activities and codes of conduct applicable to Members.  Any Bylaw must be consistent with the Constitution, the Purposes, the Act and any other laws, and TTNZ’s Constitution and Bylaws.  All Bylaws are binding on TTN and its Members.

14.2       All such amendments to Bylaws will be put on the TTN’s website.  Two (2) Weeks’ Notice of amendments is to be communicated to all Members.  TTN will keep archived versions of Bylaws and make these available upon request.

14.3       The making, amendment, revocation, or replacement of a Bylaw is not an amendment of this Constitution.

15.          Integrity

15.1       TTN adopts the Sports Anti-Doping Rules (“SADR”) made by the Integrity Sport and Recreation Commission under the Integrity Sport and Recreation Act 2023, and any amendments to or replacements of SADR, as its Bylaws on anti-doping.

16.          Dispute resolution

16.1       TTN submits to the jurisdiction of TTNZ’s Complaints, Disciplinary, Disputes, and Appeals Policies for the resolution of complaints, disciplinary process, disputes and appeals within table tennis which comply with natural justice.

16.2       TTN has implemented Complaints, Disciplinary, Disputes, and Appeals Policies for the resolution of complaints, disciplinary process, disputes and appeals within table tennis which comply with natural justice.

16.3       The Management Committee may amend the Complaints, Disciplinary, Disputes, and Appeals Policies (including changing the name of the policies) providing that any changes are consistent with the rules of natural justice and requirements of the Act and consistent with TTNZ’s Constitution and Bylaws.

17.          Liquidation and removal

17.1       Notice: The Management Committee must give all Members at least thirty (30) Working Days’ Notice of a proposed motion:

(a)        to appoint a liquidator;

(b)        to remove TTN from the Register of Incorporated Societies; or

(c)        for the distribution of TTN’s surplus assets.

The notice must comply with section 228 of the Act and include details of the General Meeting at which the proposed motion is to be considered.

Written notice of the resolution must be sent to every member at least 21 working days before the general meeting at which the resolution is to be submitted. The notice must state:

·        the time and place of the meeting;

·        the nature of the business to be transacted at the meeting in sufficient detail to enable a member to form a reasoned judgement in relation to it;

·        the text of the resolution;

·        the right of a member to appoint a proxy or to cast a vote by post or electronic means (in all cases, if the society’s constitution allows); and

·        for a resolution under section 216(1)(c) (disposing surplus assets), a statement confirming that the committee has had regard to the society’s purposes.

17.2       Special resolution: Any resolution for a motion set out in clauses 17.1(a) to (c) must be passed by an Ordinary / a Special Resolution of Members.

17.3       Surplus assets: The surplus assets of the TTN, after the payment of all costs, debts and liabilities, must be disposed of to TTNZ or any other not-for-profit entity that shares similar purposes to the TTN.

18.          Matters not provided for

If any matter arises that, in the opinion of the Management Committee, is not provided for in this Constitution or any Bylaws, or if any dispute arises out of the interpretation of this Constitution or the Bylaws, the matter or dispute will be determined by the Management Committee until set aside by resolution of Members at a General Meeting.

[ends]