The Society's Constitution - Palm and Cycad Society of New Zealand

1. Name

The name of the Society shall be “The Palm and Cycad Society of New Zealand (Incorporated)”, hereinafter referred to as “the Society”.

2. Objects

The objects of the Society shall be:

  • To promote the culture and propagation of palms and cycads.
  • To encourage the preservation of palms and cycads.
  • To promote the scientific and cultural knowledge of palms and cycads.
  • To publish, edit and review literature and writings that are approved by the Society appertaining to the recording, propagating, culture and science of palms and cycads.
  • To print and publish pamphlets and periodicals that the Society may consider desirable for the promotion and furtherance of any of its objects.
  • To engage in any activity that would further the well being and increase the knowledge of palms and cycads.
  • To extend the membership of the Society by creating a public interest in its activities.
  • To affiliate with any like society.

3. The Society

The Society shall consist of a number of semi-autonomous regional branches. The Society through the Executive Committee (as hereinafter described) shall be responsible for guiding branches and for the gathering and dissemination of information.

4. Membership

The membership shall consist of:
(a) Subscribing members.
(b) Honorary members.

New members may be proposed and seconded by two financial members of the Society. Election shall be by majority vote at an ordinary Committee meeting and membership shall commence from payment of the appropriate fee.

Where a commercial firm is a full subscribing member, such firm shall appoint a permanent nominee from year to year to exercise the rights of membership.

Honorary members shall be such persons as the committee shall in its discretion see fit to appoint. Members may submit to the Secretary names suggested for appointment. Such members shall not be required to pay any subscription and shall not be entitled to vote at any meeting or hold any executive office in the Society.

The Society is to make welcome any visitors to meetings and they are to be encouraged to become members if frequent visitors.

All members shall be entitled to receive copies of the Society’s newsletters or magazines.

5. Branches

A group of 5 or more subscribing members may with consent of the Executive Committee form a regional branch of the Society. All regional branches shall be bound by this constitution.

6. Fees

The annual subscription to the Society shall be as laid down by the Executive Committee, and shall be reviewed before Annual General Meeting.

All subscriptions shall become due and payable on the first day of June in each year. New members joining during the months of April, May and June shall be deemed financial until the 30th of June in the following year.

Each branch shall be responsible for the collection of any branch subscription fee as determined by the branch committee and each branch shall also be responsible for forwarding the annual subscription fee for each member to the Society’s Treasurer.

A list of all members shall be kept by the Secretary. Any member whose subscription is unpaid on the first of September of any year shall cease to be a member of the Society but the Executive Committee may, for what appears to it in it’s absolute discretion to be good reason, reinstate any person ceasing to be a member under this rule, provided however that if the Committee shall omit or refuse to reinstate such person it shall not be bound to give reason for such omission or refusal.

7. Withdrawing And Rejoining

A member may at any time withdraw from, and a previous member may rejoin, the Society by giving notice in writing to the Secretary, and paying all moneys due at the time of giving such notice.

8. Expulsion

The Society shall have power at an Extraordinary General Meeting, called for that purpose, in accordance with Rule 16, and at which not less than 10 members shall be present, to adopt a resolution to remove the name of any member from the list, if in the opinion of two-thirds of the members voting (which shall be ascertained by ballot) he has by his conduct forfeited his right to remain a member. Before calling such a meeting, the Committee shall communicate to the offending member the charge or complaint alleged against him and shall invite him to appear before the committee in connection therewith, and he shall be first given the option of withdrawing from the Society. He shall also be given the right to speak on the point at the Extraordinary Meeting.

9. Executive Officers

  • The officers of the Society shall be a President, Vice President, Secretary, Treasurer and additional officers as deemed necessary by the members.
  • Every member who shall have served a term, as President of the Society shall, on retirement from that office, be entitled to the title of Past President.
  • The Officers named in clause (a) of this rule shall be proposed, seconded and elected at each Annual General Meeting. They shall (subject to the provisions of Rules 7, 12 and 13) hold office until the next Annual General Meeting when they shall retire, but shall be eligible for re-election from term to term. The President shall not hold office for more than two (2) consecutive terms.
  • If the number of nominations for any office exceeds the vacancies, an election by ballot shall be held at the Annual General Meeting and decided by simple majority.

10. Executive Committee

In addition to the President, Vice President, Secretary and Treasurer, the Executive Committee (herein called either “the Executive Committee” or “the Committee”) shall consist of five or more officers as deemed necessary by the members, plus one delegate from each regional branch. Officers of the Committee shall be elected each year in the manner set out in Rule 9(c) hereof.
The Executive Committee shall hold office until the next Annual General Meeting, but shall be eligible for re-election. Five members of the Executive Committee shall constitute a quorum.
Meetings of the Executive Committee shall be held from time to time as deemed necessary, and shall be presided over by the President, but in his absence by any other member of the Executive Committee.

The President shall on all occasions have a deliberative as well as a casting vote. Should any Executive Committee member absent himself from two consecutive meetings of the Executive Committee without leave, his seat shall be declared vacant and the Executive Committee shall thereupon elect a member to fill the vacancy in accordance with rule 12. The entire management of the Society (except as otherwise provided by these rules) shall be deputed to the Executive Committee.

11. Duties Of The Executive Officers

(a) Duties of Secretary: The Secretary shall conduct the correspondence of the society and shall have the custody of documents of the Society. He shall keep full and accurate minutes of all proceedings and records of the Society and shall carry out the directions of the Committee.
(b) Duties of the Treasurer: The Treasurer shall receive all moneys payable to the Society and shall pay the same into such bank, to the credit of the Society, as the Executive Committee may from time to time direct. He shall also keep correct accounts and books showing the financial affairs of the Society, shall make up the annual statement of accounts and balance sheet of the Society to the 31st day of May in each year (the Society’s financial year), which shall, after audit, be circulated to all members.

12. Vacancies In Office

Should there be by reason of death, resignation, or removal of any officer, or by any other reason, occur a vacancy in any office of the Society during the course of the financial year, the Executive Committee may at its discretion appoint a member of the Society to act in the office so vacated and such appointee shall continue to act until the next meeting of the Society when his appointment shall be submitted to the members for confirmation. After such confirmation he shall continue to fill the office as if he had been appointed at the preceding General Meeting.

13. Removal Of Officers

If any officer of the Society after being heard in his own defence before the Executive Committee shall be adjudged by the Committee to have acted in a disgraceful manner or in such a manner as to have prejudiced the welfare of the Society, the Committee may suspend him from his office, and at the next subsequent meeting of the Society shall recommend to the members present that the offending officer shall be removed from his office. Any such offending officer shall have the right of speaking on his behalf at such General Meeting and may demand that the decision of the meeting be by poll.

Any officer who has been suspended by the Executive Committee shall have the right of resigning his office without submission of the matter to the General Meeting of the Society.

14. Branch Officers

Each branch shall appoint one or more officers to carry out the duties of Branch Secretary and Branch Treasurer and any other offices deemed necessary by the members of the branch.

15. Receipts And Payments

All moneys received by the Society shall be paid into the Bank to the credit of the Society and official receipts shall be issued if requested.

All payments shall be made by order of the Executive Committee and with the exception of normal petty cash expenditure, by cheque signed by two members of the Executive Committee, and shall be applied by the Executive Committee for the upkeep and objects of the Society.
No part or portion of the assets of the Society, whether fixed or otherwise, or moneys coming into the hands of the Executive Committee for the Society, shall be distributed to the members of the Society or to any other person, save in pursuance of the second part of this Rule.
Each branch treasurer shall be responsible for keeping accurate records of all receipts and payments by that branch.

16. Meetings Of The Society

Regular meetings of the members of the Society shall be held at such place and time as each regional branch and the main body respectively declare. The usual rules pertaining to meetings of similar bodies shall apply.

The Annual General Meeting of the Society shall be held as notified by the Executive Committee and at such place as the Executive Committee shall determine. At least thirty days notice thereof shall be given in writing to each member. The President shall preside at all General Meetings of the Society, but if the President is absent and none of the office bearers are able or willing to preside the members shall appoint a Chairman. The Chairman presiding at any General Meeting (whether Annual or otherwise) shall have the deliberative as well as a casting vote.
The Annual General Meeting shall be held in October each year.

Each financial member (not being an Honorary member) shall be entitled at any meeting of the Society to one vote, exercisable in person or by proxy. Voting shall be by show of hands or (if required by three members) shall be by an actual division or by ballot. A declaration by the Chairman that a resolution has been carried, and an entry to that effect in the minute book, shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded in favour of such resolution being required.

The Executive Committee may call an Extraordinary General Meeting when questions of urgent importance shall arise, and shall be bound to do so on receiving a requisition signed by ten financial members of the Society specifying the subject to be discussed.
At least thirty days notice of any Extraordinary General Meeting specifying the business to be transacted, and the day and place and hour of the meeting, shall be sent to every member by letter.

At all General Meetings of the Society, save where otherwise provided by these rules, ten members shall be a quorum.

17. Bylaws

The Executive Committee may make such bylaws not inconsistent with this Constitution, as it deems necessary for proper and effective administration of the Society and may alter and repeat such bylaws. Notice of such bylaws is to be given in the usual periodical notices and they are to be presented for endorsement at the next General Meeting.

18. Affiliations

The Society shall be able to affiliate with any other body with similar objectives, and the Society shall accept affiliation from any society with similar aims and objectives, at a fee to be laid down by the Executive Committee.

19. Alterations To The Rules

No rule of the Society shall be altered, added to or rescinded and no new rule shall be made save by a majority of the members present and voting at a General Meeting, notice of motion having been given by letter one month previous to all members. No addition to or alteration or rescission of the rules shall be approved if it in any way affects Rule 20.

20. Dissolution Of The Society

The Society shall be dissolved in the event of the membership being less than ten members. It may be dissolved upon the vote of a majority present at a General Meeting convened (following adequate notice) to consider the question. Any assets on hand after payment of all expenses and liabilities shall be handed over to some organisation having objectives similar to the objectives of the Society, such organisation to be determined by the members at or before the time of the dissolution.

21. Dissolution Of Branches

Any branch of the Society shall be dissolved in the event of the membership of that branch being less than six members. Any assets on hand shall, after payment of all expenses and liabilities, be handed over to the Executive Treasurer and shall become property of the Society.

22. Borrowing

The Society shall not have the power to borrow money.

23. Common Seal

The Common Seal of the Society shall be that as appointed by the Committee, who shall be responsible for the safe custody and control thereof. Whenever the Common Seal of the Society is required to be affixed to any deed document writing or other instrument, the Seal shall be affixed (pursuant to a resolution of the Committee or of the Society) by the President and one other member of the Committee thereby authorised to affix the Seal and the persons so affixing the Seal shall at the same time sign the document to which the Seal is affixed.

24. Zone Of Influence

The zone of influence of the Society shall be the whole of New Zealand.

25. General

If any circumstances shall arise which is not provided for in these Rules then the matter shall be determined and dealt with by the Committee in a manner as it shall deem fit.


 

Explanatory Note

The Constitution was registered with the Registrar of Incorporated Societies on 2 July 1985, which is the date of incorporation of the Society. The last sentence of Rule 19 was added as an amendment to the rules on 12 November 1987. Other amendments to rules 6,10,15 and 16 were made on 4 October 2005.