1 CONSTITUTION OF PETANQUE NEW ZEALAND Petanque New Zealand September 2008 Amended March 2012
2 1 Table of Contents Page 1. Name 3 2. Interpretation 3 3. Objects 5 4. Powers 5 5. Affiliated Clubs 6 6. Membership Ordinary Members 6.2. Associate Members 6.3. Life Members 6.4. Honorary Members 6.5. Members who are not individuals 6.6. Members Register 6.7. Membership fees 6.8. Resignation of membership 6.9. Suspension or termination of membership Appeal against suspension etc 7. Board Role of the Board 7.2 Membership of the Board 7.3 Election of the Board 7.4 Term of Office of Board Members 7.5 Board Meetings and Duties of Board Members 8. Disciplinary Powers of the Board Officers Areas & Area Representatives Chief Executive Meetings of Petanque NZ Annual general meetings Business of an AGM Special general meetings Notice of general meetings Quorum for general meetings Voting at general meetings
3 2 13. Notices By laws Anti doping policy Alteration of the Constitution Finances Common Seal Dissolution/Winding Up 21
4 3 NEW ZEALAND PETANQUE ASSOCIATION INCORPORATED (Incorporated at Auckland on 1 June 1994 under Number AK620810) 1. NAME The organisation shall be called the New Zealand Petanque Association Incorporated commonly referred to as Petanque New Zealand (hereinafter Petanque NZ). 2. INTERPRETATION 2.1. In this Constitution and in any by-laws or regulations made hereunder, unless the context otherwise requires: Act means the Incorporated Societies Act 1908; Affiliated Club means each club that is an Affiliated Club under clause 5.1; AGM means the Annual General Meeting to be held each year under clause 12.1; Area means a geographical area of New Zealand as defined in bylaws made pursuant to clause 10; Area Representative means a person appointed as such under Clause 10.3; Associate Member means any person who is an Associate Member under clause 6.2; Board means the ruling body of Petanque NZ as described under clause 7. Financial Member means a Life Member or an Ordinary Member who, at the date of the AGM, has paid all Membership fees and any other sums then due from that Member; Financial Statements means the financial statements of Petanque NZ within the meaning of clause 17.2; Financial Year means the period specified under clause 17.1; FIPJP means the Federation Internationale de Petanque et Jeu Provencale; General Meeting means any meeting provided for under clause 12;
5 4 Honorary Member means any person who is an Honorary Member under clause 6.5; Life Member means any person who is a Life Member under clause 6.3; Members Register means the register maintained by the Board under clause 6.6; Member means any person or organisation who or which is an Affiliated Club, Ordinary Member, Associate Member, Life Member or Honorary Member under clause 6 and Membership has a corresponding meaning; Objects means the objects of Petanque NZ set out in clause 3; Officer means each person appointed as an Officer of the Board under clause 9; Ordinary Member means any person who is an Ordinary Member under clause 6.1; President means a person elected as such under clause 7.3; Secretary means a person appointed as such by the Board under clause 9.1. Special Resolution means a resolution passed by 75 percent or more of the votes of members entitled to vote and voting on the resolution; 2.2. All headings in this Constitution are inserted for convenience only and shall not affect the interpretation of this Constitution In the event of any dispute or disagreement about the meaning or interpretation of this Constitution, the matter shall be resolved by the Board, whose decision shall be final and binding Any reference to clauses in this Constitution is, in the absence of an express indication to the contrary, a reference to clauses of this Constitution Any statute, statutory regulations or any other statutory instrument include the statute, statutory regulations or instrument as amended, reenacted or substituted The words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction.
6 The word person includes any association of persons whether corporate or unincorporate, and any state or government or department or agency thereof, whether or not having separate legal personality The singular includes the plural and vice versa and one gender includes the other genders. 3. OBJECTS The objects of Petanque NZ are to: 3.1. Promote and foster the development, playing and knowledge of the amateur game of petanque in New Zealand Represent Petanque NZ and its members at the FIPJP and other international meetings Constitute an authoritative body for the final determination in New Zealand of all questions and matters that may arise in the playing of the game of petanque, and serve as the arbitrator of controversies amongst Members on all matters directly or indirectly pertaining to the game of petanque in New Zealand. 4. POWERS Subject to this Constitution Petanque NZ shall have the power to: 4.1. Promote Petanque NZ and its activities; 4.2. Organise, control, approve, and assist in the organisation of petanque competitions in New Zealand; 4.3. Develop, organise, deliver and participate in programmes of education and training In relation to the game of petanque; 4.4. Select and manage New Zealand representative teams of petanque players; 4.5. Make and alter competition rules to govern the playing of petanque in New Zealand by Members including changes necessary to reflect changes to competition rules notified by FIPJP; 4.6. Establish and implement disciplinary procedures in relation to and impose sanctions and penalties on Members; 4.7. Establish tribunals, conduct hearings, and hear appeals on matters relating to Members;
7 Develop and adopt drug testing and other associated policies and associated disciplinary procedures; 4.9. Purchase, take on lease or in exchange or otherwise acquire any real or personal property, and any rights or privileges necessary or desirable for the purposes of Petanque NZ, and to sell, mortgage, exchange, lease or otherwise deal with such property, rights or privileges; Lend, invest, borrow, raise or secure the payment of money, and give guarantees, provided that none of Petanque NZ s funds may be invested in speculative shares or in any speculative venture; Raise funds by way of subscriptions, levies, donations, sponsorship or any other legal means; Incur liabilities; Apply funds to purposes in accordance with the Objects; Enter into and/or terminate contracts with Members, sponsors, media and any other persons, agencies and organisations; Delegate duties, co-opt or appoint sub-committees or individuals; Disseminate private or other information about Members with their written consent and subject to the purpose for which the information is to be used being in accordance with the objects; Join, subscribe to, affiliate with and co-operate with kindred or other organisations; Do all such other things as are incidental or conducive to the attainment of the Objects. 5. AFFILIATED CLUBS 5.1. Affiliated Clubs will be those petanque clubs that apply to be Affiliated Clubs in such form and accompanied by such fees as are determined in accordance with clause 12.2(d), and are accepted by the Board as Affiliated Clubs The Board shall determine the Area, if any, to which each Affiliated Club shall be assigned. 6. MEMBERSHIP 6.1. Ordinary Members
8 Subject to clause 6.9, the Ordinary Members are those persons who are members of any Affiliated Club, pay such fees as may be determined in accordance with clause 12.2(e), and are accepted as Ordinary Members by the Board Each Ordinary Member has the right to: 6.2. Associate Members a) receive notice of and attend any General Meeting but not to vote; and b) stand for election as a Board member, or serve as an Officer or serve in a co-opted role Subject to clause 6.9, Associate Members will be each person or organisation who or which applies for Associate Membership in such form as the Board may determine and is accepted as an Associate Member on such terms and conditions as from time to time determined by the Board Each Associate Member has the right to receive notice of and attend any General Meeting as an observer, but has no voting rights Life Members Any Member who has rendered outstanding service to Petanque NZ or the game of petanque in New Zealand over a period of not less than 5 years shall be eligible for election as a Life Member Election as a Life Member shall be at the discretion of the Board, subject to any direction by the Board Life Members have the same rights and obligations as Ordinary Members except that they are exempt from the obligation to pay Membership fees under clause Honorary Members Any person who has rendered outstanding service to Petanque NZ or the game of petanque in New Zealand, or whose Membership of Petanque NZ would be of significant benefit to Petanque NZ or the game of petanque shall be eligible for election as an Honorary Member Election as an Honorary Member shall be at the discretion of the Board, subject to any direction by the Board.
9 Each Honorary Member has the right to receive notice of and attend any General Meeting as an observer, but has no voting rights Members who are not individuals A Member which is not an individual shall nominate a person to act as its representative, and that person shall have the right to: a) receive all notices and correspondence; b) attend meetings; and c) exercise all rights of Membership on behalf of the body corporate The appointment of a representative under Rule shall be in writing addressed to the Board and may be revoked by the Member or by the representative in writing at any time Members Register The Board shall maintain a register in such form as it may determine, and in accordance with the requirements of the Privacy Act 1993, which records the name and address of each Member Every person and organisation who or which is a Member under clause 6.1 to 6.5 shall be entitled to have their name and address entered into the Members Register The name of each Member whose Membership ceases under clause 6.8 or 6.9 shall be removed from the Members Register Entry into the Register of Membership under clauses to or of cessation of Membership pursuant to clause 6.8 to 6.9 or any other matter required to be recorded in it by an Board member or any other person authorised by the Board is to be conclusive evidence of that matter, with effect from the date of entry Membership fees Ordinary Members and Associate Members shall pay to Petanque NZ Membership fees of such sum and for such period as may be determined at any General Meeting under clause 12.2(d).
10 The Membership fees shall be paid at such time and in such manner as the Board from time to time determines Any Ordinary Member or Associate Member who has not, within three months of a date determined under clause 6.7.2, paid in full the Membership fees due from that Member under this clause 6.7, shall cease to be an Ordinary Member or an Associate Member (as the case may be) Resignation of Membership Any Member may resign by notifying the Secretary in writing or via electronic mail. The resignation shall be effective on receipt of that notice, or on any subsequent date stated in the notice Suspension or termination of Membership The Board may suspend or terminate the Membership of a Member if the Member: a) fails to comply with any provision of this Constitution; b) wilfully or recklessly damages or illegally takes any property of Petanque NZ; c) acts in a manner determined by the Board (following a full and fair investigation and hearing by the Board) to be injurious or prejudicial to the character or interests of Petanque NZ or the game of petanque; d) being an associate member, ceases to satisfy the criteria for Membership under Rule 6.2.1; or e) dies Appeal against suspension or termination of Membership A Member whose Membership has been suspended or terminated under clause 6.9 may, within one month of receiving written notification thereof, lodge with the Secretary written notice of intention to appeal against the decision of the Board Within 14 days of receipt of notification of intention to appeal under clause , the Secretary shall request the Board to convene a Tribunal to determine the appeal. At any such meeting the applicant shall be given a reasonable opportunity to present their case and the Tribunal shall have the opportunity to hear the opposing view.
11 The appeal shall be determined, in closed session, by the majority vote of the Tribunal members present at such meeting The appellant must be notified of the determination of the appeal under clause within 7 days of that determination. 7. BOARD 7.1. Role of the Board Subject to this Constitution, the Board shall be responsible for the management of the property and affairs of Petanque NZ, and may exercise all such powers of Petanque NZ as are not required by this Constitution or by the Act to be exercised by Petanque NZ in general meeting 7.2. Membership of the Board The Board of Petanque NZ shall comprise the following: President; Vice President; 3 other members Board members must be Financial Members Board members shall be elected by the AGM under Rule 7.3 (Election of the Board) Election of the Board Members of the Board shall be elected as follows: Nominations for Board members may be made by any Financial Member and shall be in the approved form and received at the registered office of Petanque NZ not less than 6 weeks before the date set for the AGM The Board members shall be elected by a majority of members entitled to vote at an AGM The Secretary shall forward a list of nominations to all Affiliated Clubs not less than one month before the date set for the AGM.
12 Term of Office of Board Members Subject to clause and 7.4.4, Board members shall be elected for and serve a two-year term, such term expiring on conclusion of the relevant AGM. Any Board member shall be eligible for re-election at the end of their term Two Board Members shall retire in rotation each year to ensure continuity of some Board Members on the Board. At the 2010 AGM, the President and Vice-President shall not retire. The two of the three other Board members to retire shall be determined by lot. In the following year, the third Board member and either the President or Vice President shall retire, the latter to be decided by lot. In each succeeding year the members to retire shall be those who have been longest in office A Board member shall cease to hold office as a Board member if the Board member: (a) (b) (c) (d) (e) (f) (g) resigns from office by notice in writing to Petanque NZ; completes his or her term of office; refuses to act; fails to attend three consecutive General Meetings without leave of absence or apology and the other Board members so decide; ceases to be a Financial Member; is convicted of an indictable offence; dies, or becomes mentally or physically incapacitated to the extent that in the opinion of the other Board members, he or she is unable to perform the duties of a Board member properly In the event of a Board member not completing their term, the other Board members may appoint a replacement. Such replacement will hold office until the next AGM Board Meetings and Duties of Board Members The duty of each Board member is to pursue the objects of Petanque NZ and to exercise the powers of Petanque NZ for fulfilment of the objects and in so doing a Board Member must: a) Regularly attend Board meetings and General Meetings of Petanque NZ:
13 12 b) Provide good governance for Petanque NZ; c) Regularly monitor and review the performance for Petanque NZ; d) Act in the best interests of Petanque NZ at all times; e) Formulate such by-laws, regulations, policies and procedures as are appropriate for Petanque NZ; f) Where appropriate, engage in activities to promote, market, represent and fundraise for Petanque NZ; g) Do such other things within these rules as the Board agrees to promote the objects of Petanque NZ The Board shall meet at least three times in each Financial Year A meeting of the Board may be held by a number of Board members who comprise a quorum, being assembled either: (a) (b) (c) together at the place, date and time appointed for such meeting; by means of audio, or audio and visual communication by which all the members participating and constituting a quorum can simultaneously hear each other throughout the meeting; by means of electronic communication, in such manner as the Board may determine The President or three Board members may convene a meeting of the Board. At least 14 days notice of a meeting of the Board (including the nature of the business to be transacted at, or the motion to be put to the meeting) is to be given to every Board member and Area Representative An irregularity in a notice of meeting of the Board is waived if all the Board members entitled to receive notice of the meeting attend or participate in the meeting without protest as to irregularity, or if all Board members entitled to receive notice of the meeting agree to the waiver The quorum for a meeting of the Board is three Members The Board may act notwithstanding any vacancy in their body.
14 The President will be the chairperson of the Board. If at any meeting the chairperson is not present within five minutes after the time appointed for the commencement of the meeting, the other Board members present may appoint one of their number to act as chairperson of that meeting Each Board Member is to have one vote. In the case of an equality of votes, the chairperson may exercise a casting vote. A resolution of the Board is passed if it is agreed to without dissent by all Board Members present, or if a majority of the votes cast on it are in favour of it. A Board Member present at a meeting of the Board is presumed to have agreed to, and have voted in favour of, a resolution of the Board unless that Board Member expressly dissents or expressly abstains from voting on, or voting against, the resolution A resolution in writing, signed or assented to by all Board Members entitled to receive notice of a meeting of the Board is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents (including facsimile, electronic or other similar means of communication) in like form, each signed or assented to by one or more Board Members. A copy of any such resolution must be entered in or kept with the records of the Board s proceedings The Board shall ensure that minutes are kept of all proceedings at meetings of the Board All acts done by any meeting of the Board or by any person acting as a Board member are valid notwithstanding: (a) (b) (c) any defect in the appointment of any Board Member or person acting as a Board Member; that any Board Member was disqualified; any irregularity in a notice of meeting Except as set out in this clause 7, the Board may regulate its own procedure. 8. DISCIPLINARY POWERS OF THE BOARD 8.1. Without limiting the powers of the Board under clause 6.9.1, where a Member has been judged by the Board to have satisfied any of the grounds set out in Rule 6.9.1, the Board may: (a) reprimand, in writing, the Member concerned;
15 14 (b) (c) direct the Member to pay all or part of the cost of replacement, restoration, or repair of any loss or damage to Petanque NZ property resulting from the Member s action; prohibit the Member concerned from participating in any or all Petanque NZ controlled or open tournaments for any period not exceeding twelve months. 9. OFFICERS 9.1. The following Officers shall be appointed by the Board Secretary; Treasurer Subject to clause 9.6, the Board may appoint any Officer from time to time on such terms and conditions as to remuneration and benefits (if any), for such term and otherwise as the Board may determine Except as otherwise provided in this Constitution, each Officer shall have such powers and will perform such duties as the Board may from time to time delegate to them Officers shall attend all Board meetings Officers shall attend any General Meeting and be eligible to make and/or speak to resolutions, but may not vote unless the Officer is an authorised Club representative Vacation of office An Officer shall cease to hold office as an Officer if the Officer: becomes bankrupt or makes an arrangement or compromise with his or her creditors generally; resigns from office by notice in writing to the Board ; completes his or her term of office; refuses to act; fails to attend two consecutive meetings of the Board without leave of absence or apology and the Board so decides;
16 is convicted of an indictable offence; dies or becomes physically or mentally incapacitated to the extent that in the opinion of the Board or the unanimous opinion of the other Officers, he or she is unable to perform the respective duties of that Officer properly. 10. AREAS AND AREA REPRESENTATIVES Petanque NZ may from time to time designate areas as being representative petanque communities of interest Petanque NZ may recognise regional petanque associations as representing the area to which they apply The Affiliated Clubs within each designated Area may appoint a Representative (who shall be a person who satisfies the requirements of clause 10.4) A person designated as Area Representative must be a financial member of an Affiliated Club The Area is to advise the Secretary of the name of the Representative within seven days of the date of their appointment Area Representatives have the right to attend and speak at Board meetings, but not to vote. 11. CHIEF EXECUTIVE The Board may appoint a Chief Executive of Petanque NZ for such term and on such conditions as the Board may determine If so appointed, the Chief Executive shall be under the direction of the Board and shall be responsible for the day-to-day management of the affairs of Petanque NZ in accordance with the Rules, regulations, bylaws, policies and procedures of Petanque NZ and within such constraints as may be imposed by the Board The Chief Executive may attend Board meetings as and when required by the Board but will have no voting rights.
17 MEETINGS OF PETANQUE NZ Annual General Meetings An annual general meeting of Petanque NZ shall be held no later than 4 months after the end of each Financial Year Business of an Annual General Meeting (AGM) The business to be transacted at every AGM shall include: (a) (b) (c) (d) (e) approval of the minutes of the previous AGM; the receiving of a report from the Board in respect of the preceding Financial Year and the Financial Statements for the preceding Financial Year; the election of Board members for the ensuing year; the approval of Membership fees; decisions on notices of motions and remits Special General Meetings All meetings of Petanque NZ other than AGMs are Special General Meetings. A Special General Meeting: a) may be called by the Board at any time; and b) is to be called by the Board if requested in writing by such Members as are entitled to one-third of the voting rights in Petanque NZ as determined under clause Any such request shall state the purpose of the meeting proposed to be called and shall be addressed to the Secretary A Special General Meeting requested under clause (b) shall be held within 60 days of receipt of the request by the Secretary Notice of General Meetings The Secretary shall convene each General Meeting by giving not less than one month s notice of any such meeting to each Affiliated Club and each Board member.
18 The manner by which notice shall be given under clause shall be determined by the Board from time to time Notice of a General Meeting shall state the time, date and place of the meeting, and the nature of the business to be discussed thereat An irregularity in a notice of a General Meeting is waived if all Club representatives attending the meeting do so without protest as to the irregularity, or if all Club representatives agree to the waiver. The accidental omission to give a notice of a General Meeting to, or the non-receipt of a notice of a meeting by, any person will not invalidate the proceedings at the meeting Quorum for General Meetings The quorum for a General Meeting necessary for the transaction of business is the presence of those persons who are entitled to exercise half of the voting rights in Petanque NZ as determined under clause No business shall be transacted at any General Meeting unless a quorum is present in person at the time when the meeting proceeds to business Voting at General Meetings The voting at General Meetings shall be by poll of Affiliated Clubs Each Club shall have one vote for the first 10 Ordinary Members and Life Members belonging to it (or part thereof) and one vote for each additional 10 such Members (or part thereof). The applicable date for the membership count is as at the end of the financial year prior to the General Meeting Board members attending any General Meeting are eligible to make and/or speak to resolutions, but may not vote unless the Board member is an authorised Club representative Votes for the election of Board members may be cast in person, electronically, or by post Except in respect of the election of Board members, a Club representative may cast a vote on behalf of another Club, providing that they have the written authority of the Club in question do so and this authority has been lodged with the Secretary before the start of the meeting.
19 In the case of electronic or postal votes, votes must be received by the Secretary no later than 5pm on the day prior to the General Meeting Electronic votes must be sent from the address of the Secretary of the Affiliated Club, and copied to one other authorised Club person as previously notified to the Secretary Postal votes must be signed by two authorised signatories of the Affiliated Club In the case of an equality of votes, the chairperson may exercise a casting vote. Except that in respect of the election of Board members, in the event of a tie, the Chairman shall not exercise a casting vote but the result of the election shall be decided by lot A resolution is passed if a majority of the votes cast on it are in favour of it Proceedings of General Meetings 13. NOTICES At every General Meeting, the chairperson shall be the President, or, in the President s absence, such other person as the Board members present at the meeting shall appoint The Board shall ensure that minutes are kept of all proceedings at a General Meeting Every notice to be given to Petanque NZ or an Officer under this Constitution shall be posted or delivered to the registered office of Petanque NZ Every notice to be given to any Member or Affiliated Club under this Constitution shall be posted or delivered to the address of the Member or Affiliated Club as recorded in the Membership Register. 14. BY-LAWS Subject to this Constitution, the Board may make, amend or repeal by-laws and regulations not inconsistent with this Constitution, for the internal management of Petanque NZ.
20 ANTI-DOPING POLICY Petanque NZ shall maintain an anti-doping policy which is consistent with the requirements of Sports and Recreation New Zealand and which recognises the procedures and requirements of the New Zealand Sports Drug Agency Petanque NZ s anti-doping policy, disciplinary and appeal procedures will be contained in bylaws made under Rule ALTERATION OF THE CONSTITUTION Subject to clause 16.3, this Constitution may be amended or rescinded or added to from time to time by Special Resolution at an AGM or at a General Meeting convened for the purpose Notice of a resolution proposed to be passed under clause 16.1 shall be circulated to all Members not less than 30 days before the meeting at which the resolution will be proposed Provided that no addition to or alteration of the rules shall be permitted if it affects the amateur sports promotion objects, pecuniary gain clause or the dissolution clause without the approval of the Inland Revenue. The provisions and effects of this clause shall not be removed from this document and shall be included and implied into any document replacing this document. 17. FINANCES Financial Year The financial year of Petanque NZ shall commence on the first day of January in each year, or such other date as fixed by the Board from time to time The Board must cause accounting records to be kept that: correctly record and explain the transactions of Petanque NZ; will, at any time, enable the financial position of Petanque NZ to be determined with reasonable accuracy; will enable the Board to ensure that the Financial Statements comply with the Financial Reporting Act 1993, as if Petanque NZ were a reporting entity for the purposes of that Act; will enable the Financial Statements to be readily and properly audited; and
21 must be kept in written form and in English Accounts Auditor As soon as practicable after the end of each Financial Year the Treasurer shall cause financial statements to be prepared, detailing the income and expenditure of Petanque NZ for the previous Financial Year, a balance sheet of the assets and liabilities of Petanque NZ and a list detailing all of the property of Petanque NZ and its location An auditor shall be appointed by the Board to audit the Financial Statements of Petanque NZ The auditor shall be a member of the Institute of Chartered Accountants and shall not be a Board member or an Officer Receipts and disbursements All monies received by Petanque NZ shall be handed forthwith to the Treasurer, or such other person as authorised from time to time by the Board, for deposit into Petanque NZ s account with its bankers Cheques or orders drawn on its bankers shall be signed by two of the Officers or Board Members as the Board shall from time to time direct. Other payments or withdrawals from its accounts shall be authorised by two of the Officers or Board Members as the Board shall from time to time direct Subject to clause 17.7, the Board may pay, in whole or in part, the actual and reasonable costs incurred by Members in respect of any Petanque NZ business, provided that the Member s undertaking of that business was approved or deemed necessary by the Board Investments The surplus funds of Petanque NZ may from time to time be invested by the Board in such manner and upon such securities as may be approved by the Board. All such investments shall be made in the name of Petanque NZ or in the name or names of a trustee or trustees for Petanque NZ appointed by the Board Pecuniary Advantage No Member shall derive any pecuniary advantage from any of Petanque NZ s properties or activities. For the purposes of this
22 21 Rule pecuniary advantage does not include the winning of prizes or trophies The provisions and effect of this clause 17.7 shall not be removed from this document and shall be included and implied into any document replacing this document. 18. COMMON SEAL Petanque NZ shall adopt a Common Seal and such Seal shall be kept in the custody of the Secretary or such other Office holder as determined by the Board The Common Seal must not be affixed to any document or instrument except as authorised by a resolution of the Board, in the presence of the President or Vice President and one other Officer. 19. DISSOLUTION / WINDING UP Petanque NZ may be wound up in accordance with the Incorporated Societies Act Any surplus assets remaining after the payment of all costs and liabilities shall be applied as the members may decide, but subject always to the objects of Petanque NZ.
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