1.        Name

1.1     The name of the society is the Wellington Beekeepers Association Incorporated ("the Association").

2.        Purpose and Objectives

2.1     The purposes of the Association are:

(a) To promote interest in beekeeping and bee products;

(b) To assist members in the control of bee diseases and pests;

(c) To improve the technique of apiculture amongst members;

(d) To further and protect the interests of the Association;

2.2     The Association shall operate as a not-for-profit organisation for the benefit of members and the public.

2.3     Pecuniary gain by members or associated persons is not a purpose of the Association.

3.        Powers

3.1     The Association has the power to do all things necessary or helpful to achieve its purposes, including but not limited to collecting subscriptions, holding property, borrowing funds, and entering into contracts.

3.2     Any contracts with, borrowing from, or employment of members or associated persons must be on an arm’s length basis as though there was no other relationship between the parties.

3.3     Nothing in this Constitution authorises the Association to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

4.        Membership

4.1     Membership is open to any person with an interest in beekeeping who agrees to support the purposes of the Association.

4.2     Membership categories:

(a) Ordinary Member;

(b) Junior Member;

(c) Life Member;

(d) Honorary Member;

4.3     A junior Member is a person who is under eighteen (18) years of age on the 1st June of the membership year.  A Junior Member shall have all the rights and privileges of a Member except that they may not serve as an officer on the Executive Committee and shall be subject to a reduced membership fee.

4.4     A Life Member is a person honoured for highly valued services to the Association elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions and levies.

4.5     An Honorary Member is a person honoured for services to the Association or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a simple majority of those present and voting. An Honorary Member has no membership rights, privileges or duties.

4.6     Application for membership shall be made in the form and manner determined by the Executive Committee.

4.7     The Executive Committee may decline any membership application, providing reasons upon request.

4.8     Members may resign by giving written notice to the Secretary.

4.9     A register of members shall be maintained by the Executive Committee and shall be available for inspection by a Member at any reasonable time.

4.10  The signed written consent of every person to become a Member of the Association shall be retained in the Association’s membership records.

4.11  The Association shall maintain the minimum number of Members required by the Act.

5.        Cessation of Membership

5.1     A Member ceases to be a member:

(a) Upon written resignation delivered to the Secretary;

(b) Upon non-payment of subscription or other fees due by 31 August;

(c) If membership is terminated under the disputes process in Clause 6.

6.        Complaints and Disputes

6.1     Application: This clause applies to any dispute or complaint—whether between members or between a Member and the Association (including the Executive Committee)—involving an allegation that a Member has acted in a manner inconsistent with the purposes, rules, or interests of the Association.

6.2     Principles: All disputes shall be handled in accordance with the principles of natural justice, including:

(a) Prompt and fair treatment;

(b) The right of all parties to be hard;

(c) Impartiality of the decision-makers;

(d) Decisions based on relevant evidence.

6.3     Informal Resolution Encouraged: Before invoking the formal process, members are encouraged to resolve concerns informally, where appropriate, by communicating directly or with the assistance of a neutral officer of the Association.

6.4     Lodging a Complaint:

(a) A complaint must be submitted in writing to the Secretary (or the President if the Secretary is the subject of the complaint).

(b) The complaint must include the names of the parties, the nature of the issue, efforts made to resolve it, and the outcome sought.

(c) The Secretary must acknowledge receipt within five (5) working days and initiate the process within ten (10) working days.

6.5     Procedure:

(a) The Executive Committee (or a subcommittee appointed by it) will consider the complaint and may request further information from any party.

(b) The person subject to the complaint must be given a written summary of the allegations and at least ten (10) working days to respond in writing.

(c) If appropriate, a meeting may be convened with the parties. Each party may be accompanied by a support person.

(d) After considering the complaint and any responses, the Executive Committee (or subcommittee) may decide to:

(i) Take no further action;

(ii) Issue a written warning;

(iii) Propose or direct mediation or other restorative resolution;

(iv) Suspend the member’s rights or privileges for a defined period;

(v) Terminate the member’s membership in serious cases.

6.6     Right of Appeal: A member may appeal a disciplinary decision within twenty (20) working days of receiving written notice of the decision. The appeal will be heard by an independent panel appointed by the Executive Committee that excludes any persons involved in the original decision. The appeal panel’s decision shall be final.

6.7     Records and Confidentiality: All proceedings under this clause shall be documented and kept confidential, except as required for implementation of any decisions or as otherwise required by law.

7.        Executive Committee

7.1     The Association shall be governed by an Executive Committee consisting of:

(a) President - The President, when present shall preside at all Meetings, shall sign all minutes and shall generally conduct all meetings. The President shall have a deliberative vote, and in cases of equality of voting, a casting vote also.

(b) Vice-President – The Vice-President shall act in the President’s stead when the latter is not available or declines to act. In the absence of the President, the Vice-President shall possess and exercise in all respects the powers and shall perform all the duties of the President.

(c) Secretary – The Secretary shall attend all meetings of the Association, take minutes of all proceedings, conduct all correspondence, issue notices of meetings and keep a register of the members of the Association, with the date of their joining the Association, and the date they cease to be a member.

(d) Treasurer - The treasurer shall receive and collect all subscriptions and other moneys, pay same into the bank, pay all accounts, keep the club funds under the supervision of and in such place and manner as shall be determined by the Executive Committee, keep a proper set of accounts, and shall prepare correct financial statements of account and balance sheet for the Annual General Meeting. The Treasurer and one other member of the Executive shall be empowered to authorise bank transactions for the Association.

(e) At least one (1) and up to five (5) additional members elected at the AGM

7.2     Nomination and Election of Officers

(a) Nominations for each position of Officer or member of the Executive Committee of the Association shall be made in advance to the Secretary. If no nominations have been received in advance then nominations may be made from the floor of a General Meeting

(b) Each nomination shall have a proposer and seconder who each have voting rights.

(c) Only members who have voting rights and are not a Junior Member may be an Officer of the Association or Executive Committee member.

(d) All persons nominated as an Officer of the Association or an Executive Committee member must agree in writing to accept the nomination to the specified position.

(e) Each specified Officer position and unspecified Executive Committee position will be filled by a simple majority vote of those members present and voting from among the valid nominations received.

7.3     A failure of the Annual General Meeting to elect persons to each of the positions specified as Officers of the Association or to elect a full complement of members to the Executive Committee shall not limit the powers of those Officers and Executive Committee members duly elected.

7.4     Any Officer of the Association or Executive Committee member may be removed from office by a majority of the votes of members present at a Special Meeting of the Association called to consider such removal.

7.5     The Executive Committee is responsible for conducting the affairs of the Association, to maintain a register of members, to collect all subscriptions, to keep usual and proper accounts, other records of business of the Association, to prepare and submit to the Annual General Meeting a financial report including a balance sheet and statement of accounts for the preceding year.

7.6     The Executive Committee must meet at least once per year. Meetings may be in person or via electronic means or a combination of both. A quorum is one half of its total membership.

7.7     The President or in their absence, the Vice President shall chair the Executive meeting. In the absence of both President and Vice President, the meeting shall elect a chairperson; in such circumstances, the business of the meeting shall require the subsequent ratification by the President.

7.8     At meetings of the Executive Committee, and each committee member shall be entitled to one (1) vote. Executive Committee decisions are made by majority vote. The meeting chairperson shall have both a deliberative and a casting vote.

7.9     Fourteen (14) days’ notice shall be given of all Executive Committee meetings unless all committee members agree otherwise. An agenda shall, where possible, accompany this notice.

7.10  Should any member of the Executive Committee be absent without explanation from three (3) consecutive meetings, they may be requested to vacate their position.

7.11  If any vacancy should occur amongst the members of the Executive Committee the Executive Committee shall have the power to fill the post until the next Annual General Meeting.

7.12  A member of the Association may serve up to seven (7) consecutive years in any one office on the Executive Committee. Service beyond seven years is subject to being elected unopposed at each AGM however no member may serve more than ten (10) consecutive years in the same office.

7.13  Any Ordinary Member or Life Member of the Association shall have the right to attend meetings of the Executive Committee but shall not have the right to vote. They may be granted speaking rights at the discretion of the Chair.

7.14  The Executive Committee shall have power to expend the Association funds in such manner as they think fit in accordance with the constitution and purposes of the Association.

7.15  The Executive Committee shall have power to co-opt extra members and form subcommittees as required. Extra members co-opted onto the Executive Committee shall not have a vote.

8.        Officers' Duties and Conflict of Interest

8.1     Officers and Executive Committee members must act in good faith, in the best interests of the Association, and with reasonable care and diligence.

8.2     Officers and executive Committee members must disclose any conflicts of interest and must not vote or participate in decisions where a conflict exists.

8.3     The Executive Committee must keep a Register of Interests for each Officer and Executive Committee member. This Register of Interests must be available for inspection by an Ordinary Member or Life Member at any reasonable time.

9.        General Meetings

9.1     The Secretary of the Association shall advise all Association members in writing of the day, place and hour of any General Meeting, together with notice of the business to be transacted thereat, not less than twenty (20) days before such meeting.

9.2     Notice shall be deemed to have been given to a Member if posted or delivered to the address of the Member as recorded in the Association’s register of members using any method including email to which the Member has agreed.

9.3     The failure to provide the correct notice to any Member of a General Meeting shall not render the business transacted at that meeting invalid.

9.4     At all general meetings the chair shall be taken by the President. If the President declines or is absent the chair it shall be taken by the Vice President. If the Vice President declines or is absent then the meeting shall be adjourned until either the President or Vice President is available to take the chair. A second such adjournment shall not be permitted and the chair shall be elected from the current members present at the reconvened meeting.

9.5     Meetings may be at a specified location or by electronic means or by a combination of both provided that any member attending via electronic means has the opportunity to participate and be heard as required.

9.6     Every Ordinary Member or Life Member present shall be entitled to one (1) vote exercised in person on every motion and in the case of an equality of votes the chair shall have a casting vote in addition to a deliberative vote.

9.7     Voting shall be by voice but if any member desires the chair shall call for a division which shall be indicated by a show of hands or if required by a secret ballot.

9.8     At all general meetings one-fifth (20%) of the Association members entitled to vote on resolutions shall constitute a quorum.

9.9     No business requiring a vote of members may be transacted at a General Meeting that fails to reach a quorum except that the Annual General Meeting is permitted to receive reports, approve accounts, elect officers and executive committee members, and set subscription levels without a quorum being present.

10.     Annual General Meeting

10.1  The Annual General Meeting shall be held at a time and place fixed by the Executive Committee but no more than fifteen (15) months after the last Annual General Meeting and within six (6) months of the end of the financial year.

10.2  The business of the Annual General Meeting shall be:

(a) To approve the minutes of the previous Annual General Meeting.

(b) To receive a report on the activities of the Association from the President.

(c) To receive a financial report, balance sheet and statement of accounts for the preceding year, and an estimate of the receipts and expenditure of the ensuing year from the Treasurer.

(d) To elect members to the Executive Committee for the ensuing year including the President, Vice President, Secretary, and Treasurer. All members elected to the Executive Committee shall serve for a term of one (1) year.

(e) To fix the subscriptions on the recommendation of the Executive Committee for the following year.

(f) To decide on any resolution which has been duly submitted to the Executive Committee and notified to members as business to be transacted at the meeting.

11.     Special General Meeting

11.1  The Executive Committee may at any time or shall within ten (10) days after receipt of a petition from members representing in total at least one-fifth (20%) of the Association members, convene a Special General Meeting for any specific purpose or purposes.

11.2  A petition from members for a Special General Meeting shall be delivered to the Secretary or to the President and shall set out in the form of a resolution or resolutions specifying the business to be transacted at the meeting.

12.     Financial Matters

12.1  The financial year ends on 31 May.

12.2  Subscriptions are set at the Annual General Meeting and become due on the 1st June.

12.3  If subscription fees due from an Ordinary Member or Junior Member remain unpaid by 31 August, their membership shall be terminated.

12.4  The Treasurer shall keep proper accounts and present annual financial statements to the Annual General Meeting.

12.5  The accounts shall be reviewed or audited as determined by the members at the Annual General Meeting.

12.6  The Association may borrow up to a limit set by resolution passed by a simple majority at a General Meeting.  The resolution may specify an expiry date after which no new borrowing may be arranged and any existing borrowing must be repaid unless a new resolution is passed.

13.     Contact Person

13.1  The Society shall have at least one (1) but no more than three (3) contact person(s) whom the Registrar can contact when needed.

13.2  The Society’s contact person must be —

a) at least eighteen (18) years of age, and

b) ordinarily resident in New Zealand.

13.3  A contact person can be appointed by the Committee or elected by the Members at a General Meeting.

13.4  Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including —

a) a physical address or an electronic address, and

b) a telephone number.

13.5  Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within twenty (20) Working Days of that change occurring, or the Society becoming aware of the change.

14.     Common Seal

14.1  The Association will not have a common seal.

15.     Alteration of Rules

15.1  This constitution may be replaced altered or added to by a resolution passed by a two thirds majority of members attending and entitled to vote at a General Meeting called to consider such resolution provided that no amendment to the rules shall be permitted if it in any way affects that non-profit status of the Association in accordance with that definition in the Income Tax Act 1976.

15.2  Any proposed replacement alteration or addition to this constitution shall be proposed in writing to the Secretary at least twenty (20) Working Days prior to the General Meeting at which the change is to be considered.

16.     No Private Pecuniary Profit

16.1  No member or officer shall derive any personal financial gain from the Association, except for reimbursement of authorised expenses.

17.     Winding Up

17.1  The Association may be wound up by resolution passed by a two thirds majority of members attending and entitled to vote at a Special General Meeting called for the purpose provided all debts are paid.

17.2  On winding up, surplus assets must be transferred to a not-for-profit organisation with similar purposes and must not be distributed to members or associated persons.

18.     Definitions

18.1  In this Constitution, unless the context otherwise requires:

• Act means the Incorporated Societies Act 2022.

• AGM (Annual General Meeting) means the yearly General Meeting of Members held in accordance with clause 10 to conduct key business, including elections and receiving reports.

• Association means the Wellington Beekeepers Association Incorporated.

• Associated Person means a person connected to a Member or Officer through family, business, or other close relationship, as defined by the Act.

• Casting Vote means an additional deciding vote that the chairperson may exercise when votes are tied.

• Contact Person means the person or persons recorded with the Registrar as the Association’s contact for official communications.

• Electronic Means includes email, online conferencing software, or other digital systems that allow real-time communication and participation.

• Executive Committee means the governing body of the Association, comprising the President, Vice President, Secretary, Treasurer, and any additional elected members.

• Financial Member means a Member who has paid all subscriptions and dues for the current membership year.

• General Meeting means either an Annual General Meeting or a Special General Meeting of the Association.

• Honorary Member means a person appointed in accordance with clause 4.5 in recognition of their service, who has no voting rights and is not required to pay subscriptions.

• Junior Member means a Member under 18 years of age on 1 June of the membership year, who has all Member rights except eligibility to be elected to the Executive Committee.

• Life Member means a person elected in accordance with clause 4.4 in recognition of their exceptional contribution to the Association, with full Member rights and exempt from subscription fees.

• Member means any person recorded in the Association’s register of members under the Act and this Constitution, including Ordinary, Junior, Life, and Honorary Members.

• Officer means any person holding a formal office in the Association as defined in clause 7.1, including President, Vice President, Secretary, Treasurer, or any elected Executive Committee member.

• Ordinary Member means a Member who is neither a Junior, Life, nor Honorary Member and who holds full voting rights and duties.

• Quorum means the minimum number of Members or committee members required to be present to lawfully conduct business, as specified in the relevant clause.

• Register of Interests means a formal record maintained by the Executive Committee of any declared conflicts of interest held by Officers or Committee members.

• Registrar means the Registrar of Incorporated Societies appointed under the Act.

• Simple Majority means more than 50% of the votes cast by those entitled to vote at a meeting.

• Special General Meeting means a General Meeting of the Association other than the Annual General Meeting, convened in accordance with clause 11.

• Subscription means the annual membership fee set by the AGM under clause 10.

• Support Person means a person who may accompany a party to a complaint or dispute resolution process for support, but who does not act as a representative.

• Working Days has the meaning given in the Legislation Act 2019, excluding weekends, public holidays, and the period from 25 December to 15 January.

Date of Adoption: [Insert Date of General Meeting Approval]

Signed: President: ________________________ Secretary: ________________________