Draft Constitution of TAPAWERA & DISTRICTS COMMUNITY COUNCIL

1. Introductory rules

1.1 Name

The name of the Society is Tapawera & Districts Community Council Incorporated (in this Constitution referred to as the ‘TDCC’).

1.2 Charitable status

The TDCC is registered as a charitable entity under the Charities Act 2005.

1.3 Definitions

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

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

‘Annual General Meeting’ means a meeting of the Members of the TDCC held once per year which, among other things, will receive and consider reports on the TDCC’s activities and finances.

‘Bring into disrepute’ means when a person’s actions cause TDCC to lose the respect of the community.

‘Chairperson’ means the Officer responsible for chairing General Meetings and committee meetings, and who provides leadership for the TDCC.

‘Committee’ means the TDCC’s governing body, consisting of the Officers of TDCC.

‘Constitution’ means the rules in this document.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the TDCC.

‘In-Committee’ means a closed session from which Members and Non-members are excluded, unless specifically approved by the Committee.

‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.

‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act.

‘Matter’ means:

1. the TDCC’s performance of its activities or exercise of its powers; or
2. an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the TDCC.

‘Member’ means a person who has consented to become a Member of the TDCC and has been properly admitted to the TDCC who has not ceased to be a Member of the TDCC.

‘Monthly meeting’ means the monthly TDCC Committee meeting.

‘Non-members’ means those natural person’s who are not members of TDCC.

‘Notice’ to Members includes any notice given by email, post, or courier.

‘Officer’ means a natural person who is:

• a member of the Committee, or
• occupying a position in the TDCC that allows them to exercise significant influence over the management or administration of the TDCC, including any Chief Executive or Treasurer.

‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.

‘Residing’ means living as the person’s main place of residence.

‘Returning Officer’ means that person appointed by the TDCC committee to conduct the election of Officers.

‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution.

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

‘Ward Councillor’ means the natural person or persons who represent TDCC’s draw area (as defined in Section 2.4 of this constitution) as Ward Councillor by Tasman District Council.

‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

1.4 Purposes

The TDCC is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely benefiting the community by:

• promoting the interests of Tapawera and districts for the betterment of residents, local enterprises and community services
• supporting and collaborating where appropriate with businesses, residents, ratepayers, groups, clubs, other community organisations and services through planned activities, projects and initiatives
• fostering the full use, coordination and provision of community facilities, finances and resources
• advising the Tasman District Council, health authorities, power supply authorities, Government Departments, their agencies and other services and organisations of community concerns, to ensure such entities are able to appropriately serve the needs of the community
• providing forums for the expression of public concerns and to forward such concerns, where deemed necessary, to the appropriate body for a response and if need be for resolution of such concerns for the benefit of the district
• promoting and disseminating information and generally inform the community on matters of interest and mutual concern.

Any income, benefit, or advantage must be used to advance the charitable purposes of the TDCC.

1.5 Act and Regulations

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

1.6 Restrictions on TDCC powers

The TDCC must not be carried on for the financial gain of any of its members.
The TDCC does not have the power to borrow money.

1.7 Registered office

The registered office of the TDCC shall be at such place in New Zealand as the Committee from time to time determines.
Changes to the registered office shall be notified to the Registrar of Incorporated Societies—

• at least 5 working days before the change of address for the registered office is due to take effect, and
• in a form and as required by the Act.

1.8 Contact person

The TDCC shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed. The contact persons shall always include the Secretary.
The TDCC’s contact person must be:

• At least 18 years of age, and
• Ordinarily resident in New Zealand.

A contact person can be appointed by the Committee or elected by the Members at a General Meeting.
Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:

• a physical address or an electronic address, and
• a telephone number.

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

2. Members

Minimum number of members: The TDCC shall maintain the minimum number of Members required by the Act. The current Incorporated Societies Act, ISA 2022, states minimum 10 members.

2.1 Becoming a member: consent

Every applicant for membership must consent in writing to becoming a Member.
No person may sign a membership application on another’s behalf, except where the applicant provides a medical certified to TDCC as being unable.

2.2 Becoming a member: process

An applicant for membership must complete and sign any application form, and supply any information, as may be reasonably required by the Committee. The Committee will decline an application for membership if the applicant does not comply with membership eligibility as per 2.4 and 2.5 of the TDCC Constitution. The Committee must advise the applicant of its decision.
The signed written consent of every Member to become a TDCC Member shall be retained in the TDCC’s membership records.
An applicant is deemed a member of TDCC as soon as the Secretary has received the signed membership form, except that no memberships will be receipted on the day of General Meetings as defined in Section 3 of this Constitution.

2.4 Becoming a member: eligibility

Any person residing in the draw area i.e. Stanley Brook, Hinetai Road, Glenrae, Lower Wangapeka, Baton, Sherry River, Matariki, Upper Wangapeka, Rakau, Tadmor, Kiwi, Tui, Kaka, Tapawera (main road and village), Kohatu, Motupiko, Golden Downs, Korere, Atapo and Kikiwa shall be eligible to apply for membership of the TDCC, provided they are 16 years of age or over.

2.5 Members’ obligations and rights

Every Member shall provide the TDCC in writing with that Member’s name, physical address and contact details and promptly advise the TDCC in writing of any changes to those details.

• Members shall do nothing to bring the TDCC into disrepute.
• A Member is entitled to exercise the rights of membership i.e. attending and voting at General Meetings. No Member is liable for an obligation of the TDCC by reason only of being a Member.
• The Committee may decide what access or use Members may have of, or to, any premises, facilities, equipment or other property owned, occupied or otherwise used by the TDCC, including any conditions of, and fees for, such access, use or involvement.

2.6 Ceasing to be a member

A Member ceases to be a Member:

• by resignation through written notice signed by that Member to the Committee, or
• on termination of a Member’s membership following a dispute resolution process under this Constitution, or
• on death
• by resolution of the Committee where in the opinion of the Committee the Member has brought the TDCC into disrepute or
• by no longer being eligible to be a member as defined in Section 2.4 of the TDCC Constitution.

with effect from (as applicable):

• the date of receipt of the Member’s notice of resignation by the Committee (or any subsequent date stated in the notice of resignation), or
• the date of termination of the Member’s membership under this Constitution, or
• the date of death of the Member
• the date specified in a resolution of the Committee and when a Member’s membership has been terminated the Committee shall promptly notify the former Member in writing, or
• the date the Member is no longer eligible to be a Member as defined in Section 2.4 of the TDCC Constitution.

3. General meetings

3.1 Procedures for all general meetings

The Committee shall give all Members at least 15 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting.
That Notice will be addressed to the Members at the contact addresses recorded in the TDCC’s register of members. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice of the General Meeting.
Members may attend, speak and vote at General Meetings:

• in person, or
• by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting. Said proxy must be received by, or handed to, the Committee before the commencement of the General Meeting, and
• no other proxy voting shall be permitted.

Non-members may attend and speak at General Meetings, upon the invitation or agreement of the Committee. Non-members may not vote at General Meetings.
The Ward Councillor may attend and speak, but not vote, at General Meetings.
No General Meeting may be held unless at least 6 eligible Members attend throughout the meeting and this will constitute a quorum.
If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the Chairperson of the TDCC, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum.
A Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the chairperson or of 2 or more Members present, by secret ballot.
Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy and voting at a General Meeting or voting by remote ballot.
Any decisions made when a quorum is not present are not valid.
The TDCC may pass a written resolution in lieu of a General Meeting, and a written resolution is as valid for the purposes of the Act and this Constitution as if it had been passed at a General Meeting if it is approved by no less than 75 percent of the Members who are entitled to vote on the resolution. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more Members. A Member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the Constitution (for example, by electronic means).

• General Meetings may only be held by Members present in person
• All General Meetings shall be chaired by the Chairperson. If the Chairperson is absent, the meeting shall elect another member of the Committee to chair that meeting.
• Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote. The casting vote may not change the status quo, unless so as to comply with legal requirements.
• Any person chairing a General Meeting may:
  • With the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
  • Direct that any person not entitled to be present at the General Meeting, or obstructing the business of the General Meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the General Meeting, and
  • In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.
• The Committee may propose motions for the TDCC to vote on (‘Committee Motions’), which shall be notified to Members with the notice of the General Meeting.
• Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Committee at least 20 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’). If notice of the motion is given to the Secretary or Committee before written Notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the written Notice of the General Meeting.

3.2 Minutes

The TDCC must keep minutes of all General and Committee Meetings.

3.3 Annual General Meetings: when they will be held

An Annual General Meeting shall be held once a year on a date and at a location determined by the Committee, consistent with any requirements in the Act. The procedures for General Meetings, as set out in the Constitution, shall apply.
The Annual General Meeting must be held no later than the earlier of the following:

• 6 months after the balance date of the TDCC
• 15 months after the previous annual meeting.

3.4 Annual General Meetings: business

The business of an Annual General Meeting shall be to:

• confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
• adopt the annual report on the operations and affairs of the TDCC,
• adopt the Committee’s report on the finances of the TDCC, and the annual financial statements,
• set any subscriptions for the current financial year, if applicable,
• consider any motions of which prior notice has been given to Members with notice of the Meeting
• consider any general business.

The Committee must, at each Annual General Meeting, present the following information:

• an annual report on the operation and affairs of the TDCC during the most recently completed accounting period,
• the annual financial statements for that period, and
• notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

3.5 Special General Meetings

Special General Meetings may be called at any time by the Committee by resolution.
The Committee must call a Special General Meeting if it receives a written request signed by at least 10 percent of Members.
Any resolution or written request must state the business that the Special General Meeting is to deal with.
The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Committee’s resolution or the written request by Members for the Meeting.

4. Committee

4.1 Committee composition

The Committee will consist of at least 3 Officers and no more than 9 Officers. Included within these 9 Officers is the Chairperson and Secretary. The Treasurer may also be an Officer.
All Officers on the Committee must be Members of the TDCC.

4.2 Functions of the committee

From the end of each Annual General Meeting until the end of the next, the TDCC shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
The Chairperson acts as official spokesperson for TDCC, unless another Officer has been expressly delegated as spokesperson for a particular matter.

4.3 Powers of the committee

The Committee has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the TDCC, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
The Committee shall have the power to refuse, or stop, speaking time to any person presenting unsupported accusatory material to a TDCC meeting.
The Committee shall have the power to file, without action, any correspondence which contains unsupported accusatory material.

4.4 Sub-committees

The Committee may appoint sub-committees consisting of such persons (whether or not Members of the TDCC) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:

• the quorum of every sub-committee is half the members of the sub-committee but not fewer than 2,
• no sub-committee shall have power to co-opt additional members,
• a sub-committee must not commit the TDCC to any financial expenditure or income without express authority from the Committee, and
• a sub-committee must not further delegate any of its powers.
• A sub-committee may not make any decisions binding on TDCC or it’s assets.

4.5 General matters: committees

The Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee or sub-committee meeting.
Other than as prescribed by the Act or this Constitution, the Committee or any sub-committee may regulate its proceedings as it thinks fit.

5. Committee meetings

5.1 Procedure

The quorum for Committee meetings is at least half the number of members of the Committee.
A meeting of the Committee may be held either:

1. by a number of the members of the Committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
2. by means of audio, or audio and visual, communication by which all members of the Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.

A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.
The members of the Committee shall elect one of their number as Chairperson of the Committee. If at a meeting of the Committee, the Chairperson is not present, the members of the Committee present may choose one of their number to be Chairperson of the meeting. The Chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee. The casting vote may not change the status quo, unless so as to comply with legal requirements.
The Chairperson shall preside over all Committee and General meetings of TDCC.
Members and non-members may attend and speak at Committee Meetings, upon the invitation or agreement of the Committee.
The Ward Councillor may attend and speak, but not vote, at Committee Meetings.
Person’s wishing to make a presentation to a Committee meeting must advise the Secretary or Chairperson at least three working days prior to said Committee meeting. Presentations are limited to five minutes each, except by Committee agreement.
Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.

5.2 Frequency

The Committee shall meet at least monthly (but need only meet once in the December-January period) at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.
The Secretary, or other Committee member nominated by the Committee, shall give to all Members not less than 5 Working Days’ notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.
The Secretary, or other Committee member nominated by the Committee, shall distribute to all Members a copy of the draft Committee meeting minutes, not more than 10 working days after the relevant Committee meeting.

5.3 In-committee Meetings

The Committee may move to go In-Committee under the following circumstances:

• To protect the private information of a person, business, or organisation, or
• To discuss a topic which requires some sensitivity or
• To consider a complaint or allegation.

5.3.1 Procedure

Only TDCC Officers, and up to three persons to whom the matter in discussion directly relates, plus one specialised expert for the Committee (i.e. a Lawyer, Accountant etc.) may be present and speak whilst In-Committee. Any persons present who are not TDCC Officer’s must have the prior approval of the Committee to attend.
The Committee must record who is present, and the day of the Committee meeting, then pass a motion ‘to move In-committee’, stating the reason and specifying the topic for discussion.
The time of moving In-committee must be recorded.
Only the specified topic may be discussed whilst In-committee.
Only Officers of TDCC may vote whilst In-committee.
A motion must be passed to move ‘out of In-committee’ and the time be recorded.
A statement of outcome must be recorded in the Committee minutes, and advised to all Members.
In-committee minutes must be retained by the Secretary, but remain undisclosed to Members and non-members unless by resolution of the Committee.
Any person named in the In-committee minutes must receive a copy of that part of the minutes.

6. Officers

6.1 Qualifications of officers

Every Officer must be a natural person who:

• is a Member of TDCC and
• has consented in writing to be an officer of the TDCC, and
• certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the TDCC, under section 47(3) of the Act or section 36B of the Charities Act 2005, namely by being:
  1. a person who is under 16 years of age
  2. a person who is an undischarged bankrupt
  3. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993, or any other similar legislation
  4. A person who is disqualified from being a member of the governing body of a charitable entity under the Charities Act 2005
  5. a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
     1. an offence under subpart 6 of Part 4 of the Act
     2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
     3. an offence under section 143B of the Tax Administration Act 1994
     4. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii)
     5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
  6. a person subject to:
     1. a banning order under subpart 7 of Part 4 of the Act, or
     2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
     3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
     4. a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
  7. a person who is subject to an order that is substantially similar to an order referred to in paragraph (f) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.

6.2 Officers’ duties

At all times each Officer:

1. shall act in good faith and in accordance with the purposes of the TDCC,
2. must not act, or agree to the TDCC acting, in a manner that contravenes the Act or this Constitution,
3. 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:
   • the nature of the TDCC,
   • the nature of the decision, and
   • the position of the Officer and the nature of the responsibilities undertaken by him or her
4. must not agree to the activities of the TDCC being carried on in a manner likely to create a substantial risk of serious loss to the TDCC or to the TDCC’s creditors, or cause or allow the activities of the TDCC to be carried on in a manner likely to create a substantial risk of serious loss to the TDCC or to the TDCC’s creditors, and
5. must not agree to the TDCC incurring an obligation unless he or she believes at that time on reasonable grounds that the TDCC will be able to perform the obligation when it is required to do so.

TDCC Officers are encouraged to hold Public Liability Officers Insurance. TDCC will cover Officer’s reasonable Public Liability Officers Insurance premiums. TDCC has the power to purchase Public Liability Officers Insurance on behalf of TDCC Officers. Copies of any insurance related to an TDCC Officer shall be supplied to that person.
The TDCC Secretary is responsible for holding and keeping up-to-date all regulatory records of TDCC, including, but not limited to:

• Register of membership
• Minutes of meetings
• Correspondence
• Policies and manuals
• Conflict of Interest Register

All outward correspondence of TDCC must be signed by either the Chairperson or Secretary.

6.3 Election or appointment of officers

Officers shall be elected by remote ballot in accordance with the procedures for giving Notice:

1. At least 3 calendar months prior to the proposed Election Date, the Committee shall:
   1. Set the Election Date for elections to the Committee, and
   2. Appoint a Returning Officer for those elections to the Committee.
2. Within 5 Working Days of determining the Election Date the TDCC shall ask the Returning Officer to give Notice to all Members, calling for nominations for Committee positions requiring to be filled. Such Notice shall include a nomination form and shall specify the date such nominations must be in the hands of the Returning Officer appointed under sub-paragraph (a)(ii) above, such date being not less than 25 Working Days prior to the Election Date.
3. A candidate’s written nomination shall be accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above) and may be accompanied by a signed biography not exceeding one A4 page.
4. At least 20 Working Days prior to the Election Date the Returning Officer shall give Notice to all Members of the nominations received for Committee positions and, in the event that there are a greater number than required for specific positions, forwarding a voting paper accompanied by the biographies of the candidates for election. Such voting paper shall specify the latest date (not less than 3 Working Days prior to the Election Date) it must be in the hands of the Returning Officer to be counted as a valid vote.
5. In the event of a ballot being required under sub-paragraph (d) above the candidate/s polling the highest number of votes of Members shall be declared elected by the Returning Officer.
6. The failure for any reason of any Member to receive such Notice shall not invalidate the election.
7. In the event that the vote for what would be the last position on the committee being tied, the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied, and their employees, parents, partners or children).
8. In addition to Officers elected under the foregoing provisions of this rule, if vacancies remain, the Committee may appoint other Officers for a specific purpose, for a limited period or generally until the next Annual General Meeting. Unless otherwise specified by the Committee any person so appointed shall have full speaking and voting rights as an Officer of the TDCC. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).
9. The Returning Officer’s duties include, but are not limited to:
   • Sending nomination forms and, where applicable, profiles, to Members
   • Receiving Officer nomination forms from Members
   • Checking eligibility of Nominees and Nominators
   • Advise non-eligible Nominees and Nominators of their ineligibility
   • Conducting a postal ballot if required.
   • Advise Members and the Outgoing Committee of the election results.
   • Ensure all documentation is available for audit.
   • Write a reflective report to TDCC.
10. In the event not less than 10% of TDCC Membership request in writing an independent audit of Officer elections, such an audit must be completed within 20 working days of the request being presented to TDCC. Requests for an election audit must be made not more than 10 working days after the election results have been notified to TDCC Members.

6.4 Term

The term of office for all Officers elected to the Committee shall be 2 year(s), expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.

6.5 Removal of officers

An Officer shall be removed as an Officer by resolution of the Committee or the TDCC where in the opinion of the Committee or the TDCC:

• The Officer elected to the Committee has been absent from 3 committee meetings without leave of absence from the Committee. or
• The Officer has brought the TDCC into disrepute. or
• The Officer has failed to disclose a conflict of interest. or
• The Committee passes a vote of no confidence in the Officer. Or
• The Officer is no longer eligible to be a member as per Section 2 of TDCC’s constitution.

The removal from office shall take effect from immediately upon resolution of the Committee.

6.6 Ceasing to hold office

An Officer ceases to hold office when they resign (by notice in writing to the Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
Each Officer shall within 10 Working Days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers and other property of the TDCC held by such former Officer.

6.7 Conflicts of interest

An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the TDCC, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified):

1. to the Committee and or sub-committee, and
2. in an Interests Register kept by the Committee.

Disclosure must be made as soon as practicable after the Officer or member of a sub-committee becomes aware that they are interested in the Matter.
An Officer or member of a sub-committee who is an Interested Member regarding a Matter:

1. must not vote or take part in the decision of the Committee and/or sub-committee relating to the Matter unless all members of the Committee who are not interested in the Matter consent; and
2. must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all members of the Committee who are not interested in the Matter consent.

However, an Officer or member of a sub-committee who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.
Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested Officers agree otherwise.
Where 50 per cent or more of the members of a sub-committee are prevented from voting on a Matter because they are interested in that Matter, the Committee shall consider and determine the Matter.

7. Records

7.1 Register of Members

The TDCC shall keep an up-to-date Register of Members.
For each current Member, the information contained in the Register of Members shall include:

• Their name, and
• The date on which they became a Member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), and
• Their contact details, including:
  1. A physical address, and
  2. A telephone number, if any, and
  3. postal address, and
  4. email address (if any)

Every current Member shall promptly advise the TDCC of any change of the Member’s contact details.
The TDCC shall also keep a record of the former Members of the TDCC. For each Member who ceased to be a Member within the previous 7 years, the TDCC will record:

• The former Member’s name, and
• The date the former Member ceased to be a Member.

7.2 Access to information for members

A Member may at any time make a written request to the TDCC for information held by the TDCC.
The request must specify the information sought in sufficient detail to enable the information to be identified.
The TDCC must, within a reasonable time after receiving a request:

1. provide the information, or
2. agree to provide the information within a specified period, or
3. agree to provide the information within a specified period if the Member pays a reasonable charge to the TDCC (which must be specified and explained) to meet the cost of providing the information, or
4. refuse to provide the information, specifying the reasons for the refusal.

Without limiting the reasons for which the TDCC may refuse to provide the information, the TDCC may refuse to provide the information if:

1. withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
2. the disclosure of the information would, or would be likely to, prejudice the commercial position of the TDCC or of any of its Members, or
3. the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the TDCC, or
4. the information is not relevant to the operation or affairs of the TDCC, or
5. withholding the information is necessary to maintain legal professional privilege, or
6. the disclosure of the information would, or would be likely to, breach an enactment, or
7. the burden to the TDCC in responding to the request is substantially disproportionate to any benefit that the Member (or any other person) will or may receive from the disclosure of the information, or
8. the request for the information is frivolous, vexatious, or repetitive, or
9. the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this Constitution and the Act.

If the TDCC requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 Working Days after receiving notification of the charge, the Member informs the TDCC:

1. that the Member will pay the charge; or
2. that the Member considers the charge to be unreasonable.

Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.

8. Finances

8.1 Control and management

The funds and property of the TDCC shall be:

• controlled, invested and disposed of by the Committee, subject to this Constitution, and
• devoted solely to the promotion of the purposes of the TDCC.

The Committee shall maintain bank accounts in the name of the TDCC.
All money received on account of the TDCC shall be banked within 10 Working Days of receipt.
All accounts paid or for payment shall be submitted to the Committee for approval of payment.
The Committee must ensure that there are kept at all times accounting records that:

1. correctly record the transactions of the TDCC, and
2. allow the TDCC to produce financial statements that comply with the requirements of the Act, and
3. would enable the financial statements to be readily and properly audited (if required under any legislation or the TDCC’s Constitution).

The Committee must establish and maintain a satisfactory system of control of the TDCC’s accounting records.
The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the TDCC.
The Committee may not sell, or otherwise divest itself, of any TDCC asset which has a market value of not less than 10% of TDCC’s net worth, except by approval of not less than 75% of the Membership.

8.2 Balance date

The TDCC’s financial year shall commence on 01 July of each year and end on 30 June (the latter date being the TDCC’s balance date).

9. Dispute resolution

9.1 Meanings of dispute and complaint

A dispute is a disagreement or conflict involving the TDCC and/or its Members in relation to specific allegations set out below.
The disagreement or conflict may be between any of the following persons:

1. 2 or more Members
2. 1 or more Members and the TDCC
3. 1 or more Members and 1 or more Officers
4. 2 or more Officers
5. 1 or more Officers and the TDCC
6. 1 or more Members or Officers and the TDCC.

The disagreement or conflict relates to any of the following allegations:

1. a Member or an Officer has engaged in misconduct
2. a Member or an Officer has breached, or is likely to breach, a duty under the TDCC’s Constitution or by-laws or the Act
3. the TDCC has breached, or is likely to breach, a duty under the TDCC’s Constitution or by-laws or the Act
4. a Member’s rights or interests as a Member have been damaged or Member’s rights or interests generally have been damaged.

All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the TDCC’s activities.
The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

9.2 How a complaint is made

1. A Member or an Officer may make a complaint by giving to the Committee a notice in writing that:
   1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the TDCC’s Constitution; and
   2. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
   3. sets out any other information reasonably required by the TDCC.
2. The TDCC may make a complaint involving an allegation or allegations against a Member or an Officer by giving to the Member or Officer a notice in writing that:
   1. states that the TDCC is starting a procedure for resolving a dispute in accordance with the TDCC’s Constitution; and
   2. sets out the allegation to which the dispute relates.
3. The information given under subclause (1b.) or (2b.) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
4. A complaint may be made in any other reasonable manner permitted by the TDCC’s Constitution.

9.3 The Person who makes a complaint has the right to be heard

1. A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
2. If the TDCC makes a complaint:
   1. the TDCC has a right to be heard before the complaint is resolved or any outcome is determined; and
   2. an Officer may exercise that right on behalf of the TDCC.
3. Without limiting the manner in which the Member, Officer, or TDCC may be given the right to be heard, they must be taken to have been given the right if:
   1. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
   2. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
   3. an oral hearing (if any) is held before the decision maker; and
   4. the Member’s, Officer’s, or TDCC’s written or verbal statement or submissions (if any) are considered by the decision maker.

9.4 The Person who is the subject of a complaint has the right to be heard

1. This clause applies if a complaint involves an allegation that a Member, an Officer, or the TDCC (the ‘respondent’):
   1. has engaged in misconduct; or
   2. has breached, or is likely to breach, a duty under the TDCC’s Constitution or by-laws or this Act; or
   3. has damaged the rights or interests of a Member or the rights or interests of Members generally.
2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
3. If the respondent is the TDCC, an Officer may exercise the right on behalf of the TDCC.
4. Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if:
   1. the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
   2. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
   3. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
   4. an oral hearing (if any) is held before the decision maker; and
   5. the respondent’s written statement or submissions (if any) are considered by the decision maker.

9.5 Investigating and determining disputes

1. The TDCC must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.
2. Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

9.6 TDCC may decide not to proceed further with the complaint

Despite the ‘Investigating and determining dispute’ rule above, the TDCC may decide not to proceed further with a complaint if:

1. the complaint is considered to be trivial; or
2. the complaint does not appear to disclose or involve any allegation of the following kind:
   1. that a Member or an Officer has engaged in material misconduct:
   2. that a Member, an Officer, or the TDCC has materially breached, or is likely to materially breach, a duty under the TDCC’s Constitution or by-laws or the Act:
   3. that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
3. the complaint appears to be without foundation or there is no apparent evidence to support it; or
4. the person who makes the complaint has an insignificant interest in the matter; or
5. the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
6. there has been an undue delay in making the complaint.

9.7 TDCC may refer complaint

1. The TDCC may refer a complaint to:
   1. a subcommittee or an external person to investigate and report; or
   2. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
2. The TDCC may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

9.8 Decision makers

A person may not act as a decision maker in relation to a complaint if 2 or more members of the Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:

1. impartial; or
2. able to consider the matter without a predetermined view.

10. Liquidation and removal from the register

10.1 Resolving to put TDCC into liquidation

The TDCC may be liquidated in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to put the TDCC into liquidation.
The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to put the TDCC into liquidation must be passed by a two-thirds majority of all Members present and voting.

10.2 Resolving to apply for removal from the register

The TDCC may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to remove the TDCC from the Register of Incorporated Societies.
The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to remove the TDCC from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.

10.3 Surplus assets

If the TDCC is liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the TDCC’s debts and liabilities, that property must be given or transferred to another organisation for a similar charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005. Any such recipient of TDCC’s surplus assets must have community mandating structures i.e. membership, elections, and General meetings.

11. Alterations to the constitution

11.1 Amending this constitution

All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as outlined in section 31 of the Act.
The TDCC may amend or replace this Constitution at a General Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this Constitution.
Any proposed resolution, by Members who are not Officers of TDCC, to amend or replace this Constitution shall be signed by at least 20 percent of eligible Members and given in writing to the Committee at least 28 Working Days before the General Meeting at which the resolution is to be considered, accompanied by a written explanation of the reasons for the proposal.
At least 10 Working Days before the General Meeting at which any amendment is to be considered the Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Committee has.
When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.
If the TDCC is registered as a charity under the Charities Act 2005 the amendment shall also be notified to Charities Services as required by section 40 of that Act.

12. Other

12.1 By-laws

The Committee from time to time may make and amend by-laws, and policies for the conduct and control of TDCC activities and codes of conduct applicable to Members, but no such by-laws, policies or codes of conduct applicable to Members shall be inconsistent with this Constitution, the Act, regulations made under the Act, or any other legislation.