TAUPO TRAMPING CLUB INCORPORATED SOCIETY CONSTITUTION OF 2024
As lodged with the New Zealand Companies Office www. companiesoffice.govt.nz , in re registration of the Taupo Tramping Club as an Incorporated Society, in accordance with the Incorporated Societies Act 2022, on the 14th of January 2024.
1.0 NAME
The name of the club shall be the Taupo Tramping Club Incorporated
2.0 INTERPRETATION
The Club : Means the Taupo Tramping Club Incorporated.
The Secretary: Means the Secretary of the Club as provided for in this Constitution.
The Committee: Means the governing body of the Club as appointed under clause 6.0 (1) of this constitution.
The Society: Means The Taupo Tramping Club Inc.
Officer: Means the elected Executive or committee member.
Year: Means the period between two successive Annual General Meetings.
Trip: Means any event sanctioned by the committee and not inconsistent with the objects of the Club.
Rules: Means. Listed conditions, responsibilities and protocols, specifically pertaining to Trips. Rules are consistent with the constitution but documented independently from the constitution.
Member: Means a person who for the time being fulfils the requirements for membership of the Club as laid down in this Constitution.
General Meeting: Means the Annual General Meeting or any Special General Meeting.
Sub-headings: Shall not affect the construction of a clause.
3.0 OBJECTS
Objects of the club are:
1. To promote and encourage safe use of the outdoors for recreational use, particularly walking, climbing and mountaineering in New Zealand.
2. To protect native flora, fauna and natural features of the country.
3. To arrange trips and nominate a Leader for those trips, as defined in the Club Rules.
4. To provide political comment on, or input to (or about) those parties responsible for providing accommodation, tracks, routes, bridges or other facilities on the public estate.
5. To facilitate the other Club Objects by acquiring real or personal property for the purpose of the Club (if appropriate), and to dispose of property no longer needed.
6. To act in co-operation with other organisations e.g. Federated Mountain Clubs, Government or Local Bodies for the promotion of the above objects and, if called upon to make submissions to the relevant Bodies on matters concerning administration of the New Zealand outdoors and any other issues relevant to the Club.
7. In construing the foregoing Objects, the construction of any Clause shall not be limited or restricted by reference to any other Clause.
4.0 MEMBERSHIPS
4.1 TYPES OF MEMBERSHIPS
1. Life Memberships: Life Members are to be recommended to a General Meeting for election by resolution of the
Committee and to be elected by a resolution of not less than two- thirds of those present entitled to vote at that General Meeting and shall be entitled to vote at all General Meetings, to hold office and to have all other privileges of Membership, without payment of subscription.
2. Honorary Membership: Honorary members may be appointed by resolution of the committee or by the Club in
General meeting and shall be entitled to such privileges of Membership as the committee shall from time to time
determine but not vote or hold office.
Document: Club Constitution. Revised Dec 2024 page 1
3. Ordinary Member: Ordinary members are to be of the age of sixteen years or over, and shall be entitled to vote at
General Meetings, to hold office and to hold all privileges of Membership.
4. Family Membership: Family Members are to be Husband and Wife, Partners, Caregivers and any of their children
still attending school.
4.2 PROSPECTIVE MEMBERS
1. Every candidate for Membership must undertake at least one trip with the Club and make application for
Membership through the secretary before being accepted to membership by the Secretary, subject to ratification by the Committee at the next committee meeting.
2. The Secretary shall notify each newly elected candidate of that candidate’s acceptance into the Club and upon
payment of their first membership subscription, that candidate shall become an Ordinary member of the Club.
3. All new members shall receive a copy of this Constitution and the Club Rules and the Handbook.
4.3 MEMBERS CONSENT
Provided By
1. Application for Membership is to be made through the Secretary, by either paper application form or electronic online application submission form. Both are to contain the relevant application information as required by the Club.
2. The received subscription payment.
4.4 REGISTER OF MEMBERS
A Register of Members is to be kept by the Secretary.
The Register will contain information relevant to and required by the Club, being Name, Physical Address,
Electronic Address (If available) and Telephone Number.
Details of date of joining and subscription paid.
4.5 RESIGNATION or CESSATION of a SOCIETY MEMBER
1. Resignation: Any Member may resign by giving the secretary, notice in writing to that effect. No refund of
subscription already paid shall be made.
2.Termination of Membership: If for any reason whatsoever the committee is of the view that a member is in
breach or acting inconsistently with the constitution or the rules, then in this instance the procedures for Dispute
and Resolutions shall be implemented.
3.Default in Payment Subscription: If any member shall fail to pay an annual subscription by the 30th of June,
it shall be at the discretion of the committee to terminate that membership, by a resolution to that effect.
4.Notification: Notification for any termination resolution will be made in writing by the secretary to the member
concerned and delivered to such address, either physical or electronic, as was last recorded in the Club’s Register of Members.
Termination will take effect from the date of sending the notification to the member.
5. Becoming a Member Again: Any former member may apply for re-admission in the manner prescribed for new
Members. And may be re-admitted by resolution of the committee.
4.6 DUTIES OF MEMBERS
It shall be the Duty of all Members to:
1. Assist in carrying out the Objects of the Club.
2. Abide by the Constitution and Rules of the Club.
3. Notify the secretary of any change of address. Being either physical or electronic
Document : Club Constitution. Revised Dec 2024 page 2
5.0 LEVIES and SUBSCRIPTIONS
5.1 LEVIES
1. The Members may, at any Annual General Meeting, impose such entry fee as they deem fit.
2. The Club in General Meeting may authorise the Committee to impose levies upon Members, the purpose of any
such levy to be agreed at that General Meeting. The amount (or if appropriate, varying amounts) of such levy
shall be set by the Committee and shall (not withstanding sub-clause 5.2 (3) of this clause) be binding on all
ordinary Members.
5.2 SUBSCRIPTIONS
1. An Annual Subscription payable by each Ordinary member shall be determined at the Annual General Meeting.
Subscriptions for Family Membership may also be set (or the Committee authorised to set at a later date) but shall
apply only to parents or care givers and any of their children still attending school.
2. Subscriptions shall be considered due as of the date of the Annual General Meeting at which they are set, or
subsequent Annual General Meetings if they remain unaltered. If a new subscription is paid within 2 months (60
days) prior to an Annual General Meeting, it shall follow through to the following Annual General Meeting.
3. Upon receipt of an application in writing, the Committee may at its discretion, in any special circumstances
make such reduction or concession in the Subscription Fees or Levies due from any Member as it sees fit.
4. If a Family Subscription (set in accordance with sub-clause (1) 5.2 of this clause) is paid, this shall be deemed to be
payment in full of the individual Subscriptions of all Ordinary Members belonging to the family to which the subscription relates.
6.0 OFFICERS and MANAGEMENT
6.1.
(a) The entire affairs of the Club shall be managed by a Committee, elected or appointed annually by the Members at the Annual General Meeting. Such Committee shall consist of the Executive positions of President, Secretary, Treasurer and Club Captain.
An Executive Officer of the Club may not hold more than two executive positions simultaneously, e.g. Secretary/Treasurer or President.
In addition to the Executive, at least FOUR and not more than SIX other members shall be elected to the Committee.
A Vehicle Officer will be appointed by the Committee.
(b) Any unsuccessful candidate for a particular office is eligible for nomination for all other offices.
All retiring officers shall be eligible for nomination for re-election subject to the limitations imposed by sub
clause (a) of this clause.
6.2 TERMS of OFFICE
Periods for Terms of Office are as follows:
President: The office of President may be held by one person for not more than three consecutive years, and
after being out of office for one year, shall be eligible for re-election.
All other elected Officers:
The term shall be one year, expiring at the end of the Annual General Meeting in the year corresponding with
the last year of each Officers term of office.
Officers may be re-elected at the end of their term, but not for more than 10 consecutive years.
Officers may then be eligible for re-election after being out of office for one year.
6.3 QUALIFICATIONS for OFFICERS
Every Officer must be a natural person, (individual) who prior to election or appointment –
Is a Member of the society, being, The Taupo Tramping Club Incorporated.
Has consented in writing to be an Officer of the Taupo Tramping Club Incorporated and –
Certifies in writing that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Taupo Tramping Club Incorporated.
Officers must not be disqualified under section 47 (3) of the Incorporated Societies Act 2022 from being appointed or holding office as an officer of the Taupo Tramping Club Incorporated.
Document : Club Constitution. Revised Dec 2024 Page 3
6.3.1 DUTIES OF OFFICERS
a) To act in good faith and in the best interests of the Club. b) To exercise powers for proper purposes only and not acting in a manner that contravenes the Club’s constitution.
c) Abide by the Club’s Constitution and Rules
d) To exercise reasonable care and due diligence when performing elected duties.
6.4 CERTIFICATE of CONSENT For a Member to Act as an Officer
A certificate of consent will be completed by appointed officers and each certificate shall be retained in the Society’s electronic records and in paper copy form.
6.5 CONFLICT of INTEREST
Elected or appointed officers are required to declare any conflict of Interest, in a situation where an officer’s personal interests, obligations or relationships could interfere with their ability to act in the society’s best interests.
A register of Conflicts of Interest shall be kept by the secretary.
6.6 REMOVAL or CESSATION of an OFFICER
1. An officer may resign from office or vacate the office position by written notice to the Secretary or President. 2. If an Officer becomes disqualified under section 47 (3) of the Incorporated Society’s Act 2022. 3. An officer has breached their duties in accordance with the Society’s constitution or Club Rules or acting inconsistently with either.
In this instance the implementation of the Disputes and Resolution Procedures (clause 20.0) will result. Each officer shall within 20 working days of submitting resignation or ceasing to hold office deliver to the Committee all records, books, papers and any other property of the Society.
6.7 APPOINTING or ELECTING CONTACT PERSONS
For the purposes of contact and handling enquiries or matters with the Registrar of Incorporated Societies the
President, Secretary and Treasurer will on acceptance of their elected position, become the elected contact persons.
7.0 EXTRAORDINARY VACANCIES
The committee is empowered to fill any casual vacancy existing during the year and to be in accordance with 6.1 of this constitution.
8.0 COMMITTEE MEETINGS
1. A meeting of the Committee may be called at any time by the President or the Secretary and shall be called within seven days of the receipt by the Secretary of a requisition signed by three Members of the Committee.
2. Notice of a Committee Meeting setting out the date, time and venue shall be given to every Member of the Committee at least forty-eight (48) hours before the appointed time for the meeting.
3. At each Committee Meeting a quorum consists of half the number of Committee Members, number rounded down if that necessitates, plus one. The President, or in the President’s absence, the Club Captain, or other person present and elected to do so, shall chair the Meeting. Such person as chairs the Meeting shall have both a deliberative and (if necessary) a casting vote. Resolutions shall be passed by a simple majority, or a casting vote if necessary.
4. The Committee may declare any of its Members, or co-opted Members from the general Club Membership, to be responsible for specific areas of concern (e.g. Equipment, Search and Rescue etc.)
5. All accounts are to be reviewed and all payments are to be approved by the committee.
9.0 ANNUAL GENERAL MEETING
1.The Annual General Meeting shall be held before May the 31st in any calendar year.
2.The business of the Annual General Meeting will include,
The confirmation of minutes of the last Annual General Meeting,
The Election of Officers, in accordance with clause 6.0 of the Constitution.
The presentation by the committee of annual reports on the operations and affairs of the Society.
The treasurers report on the finances of the society and the annual financial statements for that period
General business including any motions of which prior notice has been given.
Document : Club Constitution : revised Dec 2024 page 4
10.0 NOTICE OF ANNUAL GENERAL MEETING
The Secretary shall, at least seven days before any meeting, advise every Member, by notice delivered to such address, physical or electronic, as was last recorded in the Club’s Register of members, or by Public Notice in the local newspaper, advise of the date, time and venue of such Meeting.
11.0 PROCEDURE AT ANNUAL GENERAL MEETINGS
1. All Meetings shall be chaired by the President, or in the President’s absence, the Club Captain or in the Club Captain’s absence, by a Member chosen at the Meeting. Such person as chairs the meeting shall have both a deliberative and (if necessary) a casting vote. Every Life or Ordinary Member shall have one vote, subject to the limitations imposed by sub-Clause 4.1 (1 and 3) of Clause 4 of the Constitution, resolutions shall be passed by a simple majority.
2. At each Meeting, ten members shall constitute a Quorum.
3. Voting shall be by voices, but on demand of any member present and entitled to vote, the person chairing the
Meeting shall call for a division, which shall be indicated by a show of hands, or if the meeting desires, by ballot
in which case two scrutineers shall be appointed.
4. Provision shall be made for proxy voting on specific issues. Proxy votes may be sent to the secretary electronically by email, five days prior to the meeting.
12.0 SPECIAL GENERAL MEETINGS
The Committee may at any time convene a Special General Meeting for any specific purpose or purposes.
It shall, within fourteen days of receiving a requisition in writing from at least five members, convene such a meeting. The requisition shall set out in the form of resolutions the business proposed to be transacted.
13.0 DUTIES OF THE SECRETARY
The Secretary shall keep and have custody of a Minute Book containing full and correct Minutes of all meetings, a Register of Members showing names and address of all Members and the date at which they became Members and shall perform such duties as may be required by this Constitution
14.0 DUTIES OF THE TREASURER
The Treasurer shall keep such books of Account as the Committee may from time to time require, shall keep all entries in such books properly up-to-date, shall perform other such duties as may be required by this Constitution and shall ensure that all declarations and Returns required by Law for Incorporated Societies are made in an accurate and timely fashion.
15.0 BANK ACCOUNTS
The funds of the Club shall be lodged with such Bank or Banks as the Committee shall determine, and the Treasurer plus one or two other Members of the Committee shall be authorised signatories to such accounts, any two of those appointed to sign conjointly. All Club bankbooks and statements, together with the Club books of Account shall be produced by the Treasurer as required by the Committee.
16.0 FINANCIAL YEAR
The Financial Year of the Club shall end on the last day of March, to which date Accounts shall be balanced
17.0 FINANCIAL STATEMENT
A Statement of financial performance and financial position as in compliance with the Incorporated Societies Act shall be presented to the Annual General Meeting, and copies of such documents shall be made available to Members for inspection at any time.
18.0 TRIPS
a) Programmed Trips shall have first call on any Club resources or property.
b) The Committee may impose such Levy as it thinks fit upon Members participating in any Trip, provided prior
notice of such levy is given to Members.
c)The Committee shall be empowered to ban from any further Club trips any Member who has Trip Levies outstanding. If a Member be so banned, the Secretary shall notify the Member concerned of the action taken by the Committee.
d) In relation to b and c, if it necessitates, the Procedures for Disputes and Resolutions, shall be implemented
19.0 RULES
The Committee shall be empowered to make, amend or repeal Club Rules. All such Rules shall be consistent with the Constitution and be immediately binding on all Members. Refer to Interpretation Clause 2.0 Rules
Document : Club Constitution. Revised Dec 2024 page 5
20.0 DISPUTES RESOLUTION
The purpose being the implementation of procedures for dispute and resolution, consistent with the rules of natural Justice, participants being treated fairly with resulting decisions made using fair practices.
20.1 Meaning of Dispute: A dispute being a disagreement or conflict raising a complaint received or initiated within the society, by the society, or external person, persons or organisation.
20.2 The Disagreement or Conflict relates to any of the following.
A member or an officer has engaged in misconduct. A member or an officer has breached or is likely to breach a duty under the society’s constitution or club rules. The Society has breached or is likely to breach a duty under the society’s constitution or club rules. A member’s rights or interests as a member have been damaged as a result of an engagement in an activity of the Society. A person or an organisation that is not a member has property, or rights of interests that have been damaged as a result of an activity of the society.
20.3 Complaint and Raising Disputes
Any grievance by a member and any complaint by anyone, is to be lodged by the complainant with the Secretary in writing and must provide such details as are necessary to identify the details of the grievance or complaint. All members (including the Management Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society’s activities.
The complainant raising a grievance or complaint, and the Management Committee, must consider and discuss whether a grievance or complaint may best be resolved through informal discussions, mediation, or arbitration. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
20.4 Investigation and Complaint Management
This concerns any grievances relating to their rights and interests as members, and any complaints concerning the alleged conduct or discipline of members, collectively referred to as “disputes”. These disputes procedures are designed to enable and facilitate the fair, prompt and efficient resolution of grievances and complaints.
On receipt of the complaint the people assigned to manage the complaint should review the complaint as soon as
practicable.
Rather than investigate and deal with any grievance or complaint, the Management Committee may:
(a) Appoint a sub-committee or person to deal with the same, or
(b) Refer the same to an external arbitrator, arbitral tribunal, or person outside of, and neutral to the club (or referee), so long as minimum standards of natural justice and the following requirements under this rule are satisfied.
The Management Committee or any such sub-committee or person considering any grievance or complaint is referred to hereafter as the ‘Decision-maker’.
20.4.1 The Decision–Maker:
(a) Shall consider whether to investigate and deal with the grievance or complaint, and
(b) May decline to do so, for instance, if the decision-maker is satisfied that the complainant has insufficient interest in the matter or otherwise lacks standing to raise it; the matter is trivial or does not appear to disclose material misconduct or material damage.
The matter raised appears to be without foundation or there is no apparent evidence to support it; some damage to members interests may arise; or the conduct, incident, event or issue has already been investigated.
Document : Club Constitution. Revised Nov 2024 page 6
20.4.2 Where the decision-maker decides to investigate and deal with a grievance, the following steps shall be taken:
(a) The complainant and the member, or the Society which is the subject of the grievance, must be advised of all details of the grievance.
(b) The member, or the Society which is the subject of the grievance, must be given adequate time to prepare a response.
(c) The complainant and the member, or the Society which is the subject of the grievance, must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required.
(d) Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
20.4.3 Where the decision-maker decides to investigate and deal with a complaint, the following steps shall be taken:
(a) Both the complainant and the party complained against must be advised of all allegations concerning the party, and all details of the complaint.
(b) Both the complainant and the party must be given adequate time to prepare a response.
(c) Both the complainant and the party complained against must be given an adequate opportunity to be heard, either in writing or at an oral hearing if the decision-maker considers that an oral hearing is required.
(d) Any oral hearing shall be held by the decision-maker, and/or any written statement or submissions shall be considered by the decision-maker.
20.4.4 A member may not decide on or participate as a decision-maker in regard to a grievance or complaint; if two or more Management Committee members, or the decision-maker, consider that there are reasonable grounds to infer that the person may not approach the grievance or complaint impartially, or without a predetermined view. Such a decision must take into account the context of the Society and the particular case and may include consideration of facts known by the other members about the decision-maker, so long as the decision is reasonably based on evidence that proves or disproves in inference that the decision-maker might not act impartially.
20.5 Complaint assessment appeal
On receipt of a complaint assessment, should the complainant object to the decision, the complainant should explain their reasons in writing to the Secretary within no more than four weeks of the despatch of the assessment.
This communication to be forwarded to the decision maker.
The decision maker will assess the complaint and either make a final decision or refer back to people
assigned to managing the complaint for reassessment.
The end decision by the decision maker is final and no further correspondence in relation to the complaint
will then be accepted.
20.6 Resolving Disputes: The decision-maker may:
(a) Dismiss a grievance or complaint, or
(b) Dismiss a grievance and make such directions as the decision-maker thinks appropriate (with which the Society and members shall comply).
(c) Uphold a complaint and:
(d) Reprimand or admonish the member, and/or suspend the member from membership for a specified period, request a resignation or terminate the member’s membership, and/or
(e) Order the complainant (if a member) or the member complained against, to meet any of the Society’s reasonable costs in dealing with a complaint.
Document : Club Constitution. Revised Dec 2024 page 7
21.0 INDEPENDENT ACCOUNT REVIEW.
A request for a review or audit may be initiated by a minimum of three members of the club, in writing to the secretary.
An Auditor, who shall NOT be a member of the committee, may be elected by the Club in General Meeting, or may be appointed by the Committee to carry out an Independent Account Review of the annual accounts.
22.0 BORROWING POWERS
The Committee shall have the power to borrow funds, the sum of such borrowings not to exceed Five Thousand Dollars ($5,000.00), on such terms as the Committee deems fit, and to give as security therefore and interest thereon, as the Committee may determine.
23.0 UNCERTAINTY
In the event of any difficulty or question arising that is not provided for in the Constitution or Club Rules, it shall be referred to the Committee to decide and that decision shall be final.
24.0 WINDING UP AND DISTRIBUTION OF ASSETS
Upon winding–up of the club, its property and funds shall be disposed of in accordance with the Incorporated Societies act 2022 and directions to be given at the final General Meeting of the Club.
24.1 SURPLUS ASSETS
In the event of the Society being liquidated or removed from the Incorporated Societies Register, surplus assets are to be distributed to one or more not for profit nominated Entities.
The nominated entities description is to be the likes of not for profit entities associated with, and priority towards, environmental enhancement projects.
Surplus assets cannot be distributed to any member of Taupo Tramping Club Inc.
25.0 AMENDING the CONSTITUTION
25.1 MINOR AND TECHNICAL AMENDMENTS
Where an amendment has no more than a minor effect or corrects errors or similar technical alterations. The following will apply. Written notice of the amendment is sent to every member. The notice must state the text of the amendment. The right of the member to object to the amendment. Time frame of 20 days to receive any objection from date of notice sent. If an objection is raised regarding an amendment, then the amendment is not to be made.
25.2 AMENDMENTS TO THE CONSTITUTION
Any amendment to the constitution must be in writing and approved at a Special General Meeting of the Society Members by a resolution passed by the relevant majority. Any amendment must be in accordance with the Societies Constitution. The relevant majority being a simple majority of the votes of those members entitled to vote and voting on the resolution. Amendments proposed are to be presented to the committee in writing and a resolution passed with a simple majority prior to presenting at a Special General Meeting. Notice given for a Special General Meeting to be in accordance with the Constitution.
This amended Constitution was adopted by the Club at the Annual / Special General Meeting held on
December the 5th 2024
Signed By President. Sarah Bloomer.
Document : Club Constitution. Revised Dec 2024