Annual General Meeting 2019

19-11-2019

Opened: 6:30pm Location: E6 Lecture Theatre, University of Canterbury Present: Harry Jones, Kristy Boardman, Chris Barker, Matt Dol, Niamh Meighan, Richard Fernando, Ben Jar, Mike Muldrew, Ben Johnstone, Rebecca Beattie, Brandon Crofts, Rosemary Foster, Kim Fuller, Baillie Graham, Catherine Teo, Sam Linnartz, Philip Renich, Jack Tranter, Emma Holdaway, Geoa Geer, Callum Turner, Caitlin Wood, Tom Fraser (late) (23) Apologies: Ryan Sheridan, Marcus Reeves, Andrew Mchaffie, Vaughan Utteridge, Jess Hardley

Agenda: The following agenda was followed: - Welcome (attendance register) - Approval of 2018 AGM minutes - President’s Report - Treasurer’s Report - Election of Primary Executive Officers - Election of Auxiliary Executive Officers - Proposed Constitution Amendments (Matt Dol) - General Business Approval of 2018 AGM Minutes: Moved as a true and accurate record by Kristy Boardman, Seconded by Harry Jones. CARRIED

President’s Report (Attachment A): See attached report Treasurer’s Report (Attachment B): See attached report. - This year’s accounts look a little different to previous years. Earlier in the year I

suggested to the board to have a greater breakdown of our activities in our year end statements.

- While we only had 239 entries into the accounts this year, the dollar figures are steadily increasing.

- As I mention every year this time period mid September does or can alter the look of the accounts as August September October are busy times for Canterbury Ultimate.

- To combat this in future I would recommend the Treasurer provide a quarterly accounts statement to the board for greater transparency at the relevant board meetings.

- This was also the first full year where the incoming and outgoings were presented at board meetings.

- Quickly I like to thank the great work with the branding, assisting with the professionalism and look.

- Regarding this year’s accounts it’s pretty much business as usual. - The biggest difference from past years is the refunds figure of 1442. This has occurred

from overpayments from teams and the inability to host teams at this years winter league.

Election of Primary Executive Officers: President: - Kristy Boardman (resigning)

• Thank you to Kristy for all the work she has put in this year as president.

- Richard Fernando (nominated by self) • Ultimate is in an exciting place in Chch. Motivated to be a part of it and work on

the 5 year plan of where we are heading. Help the board have a system based on individual roles and responsibilities, help motivate individuals to take on portfolios and own an area. They can be helped by the community. This means more structure and reporting on key deliverables, less getting stuck on details at meetings. Participation as a focus. Use opportunities to offer more pickup and clinics, we can help enable communities to run these themselves. This is a great

growth area. Also working on engaging with external partners. Developing these partnerships with the council, Sport Canterbury, and the like. We now have a large player base with different opportunities in competitive scene and social scene. We need to foster those different clubs and groups. Support our clubs; work for them to ensure sustainability and growth. Society status in particular can help club longevity. There is also opportunity to start putting Canterbury on the world map for Ultimate. Bid for 2021 Asia Oceanic champs? EOIs close soon. Realistically decide if we want to tap into this and have the capabilities to be able to deliver this. There are more funding opportunities now that we considered a real sport. Would like to see full time staff as part of the 5 year plan, progress toward that.

• Phil: now that you are looking to step into a presidential role, how do you see your responsibilities change from a youth focus? Rich: Cat is looking to step in with a focus toward youth. I think the structure of the board with portfolios will leave my role being able to be more oversight across these. I am still passionate about youth Ultimate but hope to not have day to day responsibility anymore.

• 2 Abstain, 0 Against, 20 For. CARRIED Secretary: - Harry Jones (restanding, nominated by self)

• Enjoying watching the community grow and the areas we are able to step into. Want to keep working behind the scenes to make this possible.

• 0 Abstain, 0 Against, 22 For. CARRIED Treasurer: - Chris Barker (restanding, nominated by self)

• We have grown significantly over time. When I started accounts were just the year’s transactions printed out and handed round. Look at our advancements just from a financial view. Lots of cash moving every year, means the accounts need to be taken more seriously. I want to get better and better at that, so the next person to take the role is good to go.

• 1 Abstain, 0 Against, 21 For. CARRIED

Election of Auxiliary Executive Officers: Resignations: Niamh Meighan, Ryan Sheridan, Matt Dol

Thank you to these members for their time and effort over the past year or more that they’ve been on the board. And thank you to our new nominees…! Tonight, we have 8 new nominations to the executive and three members restanding. Club Representatives The list of nominees is displayed and a discussion is held regarding what a ‘Club Representative’ is constitutionally and functionally. This generally works out the sentiment that: - The definition of club is too vague for reserving an exec role - Clubs could be engaged with the board in a separate forum without having to have

general exec status - Club reps make the board very large and can make quorum difficult - We value club opinions and needs - Nothing can be done at this AGM to change the role of club reps and this is therefore

shelved for the exec to decide in the future. But there is desire to make this a more effective role, with less power.

- We will continue to vote in these club reps as usual. Club Representatives: - Marcus Reeves – UCUC (nominated by self)

• Absent tonight. • 4 Abstain, 0 Against, 19 For. CARRIED

- Sam Linnartz – Credo (nominated by self)

• I was put forward by Credo to be the club rep. I am their current president. I have worked a lot on codifying processes and administration and would look to bring this to CU. My first act as Credo rep if successful would be to motion to create a separate forum for club reps to interact with the board and have a voice.

• 3 Abstain, 0 Against, 20 For. CARRIED - Caitlin Wood – Naaasty (restanding, nominated by self)

• I mostly bring the news of university women and Naaasty club. Make sure we are involved with the women’s league. Keen on Sam’s idea.

• 3 Abstain, 0 Against, 20 For. CARRIED - Andrew McHaffie – Exiles (restanding, nominated by self)

• Absent tonight

• 2 Abstain, 0 Against, 21 For. CARRIED

- Abstaining Clubs: Patronum/CMSA, HMC, Mobility Scoober General Auxiliary Executive Officers Next, we discuss the number of nominees. There are 3 primary officers elected, 4 club reps elected, and 8 people standing for Auxiliary Executive Officer roles. If we were to elect all eight, would this be too large a board? General discussion includes: - In the future the board may decide to lock in some actual focused roles to appoint

AEOs to, but not this year. - If club reps get changed to something else is 8 AEOs still too many? - How do we decide on the number? - Kim proposes we vote before deciding on the number to include in case there is an

obvious drop in confidence. - Phil says we need more than 3 votes each with eight nominees. - We decide that everyone will rank each nominee from 1-8, where their top pick is worth

8 points and their last pick worth 1 point. This will then be calculated and determining the number of exec will occur after nameless results are posted.

The nominees state their reasons for running: - Baillie Graham (nominated by Jack Tranter)

• Running because I think I represent a wide range of people in the community. I am a teacher, so I represent the youth having brought 50+ students to the youth development program as well as assisted getting it up and running. I also represent the teachers who play and bring youth in. I know the runnings of schools. I’ve seen quite a few Ultimate scenes both here and overseas. I bring a fair mind and an open mind because of this. I’m passionate. And bottom line I get shit done.

- Ben Johnstone (nominated by self)

• Studying a master’s in policy and governance, and am interested to apply this. Ultimate as a sport is on the verge of exploding in popularity. I want to see us take advantage of that and set up for the future, not just one year at a time. I love the 5-year idea. Want to ensure there is infrastructure for years to come. Future planning.

- Catherine Teo (nominated by self)

• Youth coordinator right now, my passion for helping build that scene in Chch is growing. I work closely with Rich to work on the youth things and secure funding. The girl’s Ultimate friendship program and engagement program are a big part of this. I am coaching right now at Rangi and Rolleston. Also, with

Pauline’s at risk youth. I don’t want to only be a youth coordinator but help build the framework for how the youth scene should grow.

- Geoa Geer (nominated by self)

• Current league coordinator. Would like to be on the board to pass on info from leagues and represent the players. My background is that I’ve been involved in running Ultimate in 6 different cities in the world (rattled off, includes USA and Australia). Been involved in operations, volunteer management. I have info on how to grow, where to grow, what to grow, what does and doesn’t work. Passing on resources. Running leagues, talking.

- Jess Hardley (nominated by self)

• Absent.

• Sam Linnartz: Jess has been on the Credo exec working there, she’s currently heading the recruitment committee there. She has experience with UCUC organising events. Good skills for the role.

- Kimberley Fuller (nominated by self)

• My 12 months as president of UCUC are ending on Monday. Looking to continue giving back to the community. I graduate in December so I need to move on from uni frisbee and think the CU board is a great way to do this. I have knowledge from my presidency, a primary school degree. My time I out into UCUC can now be applied to the CU board. Also jobless right now, time on hand to put into the board.

- Rosemary Foster (nominated by Rich Fernando)

• Parent of two youth players. I would like to give back to community that gave to my children. I enjoy doing this. I bring a different perspective mostly from an age point to the board. Been on a number of boards over my lifetime. Knowledge of board processes etc.

- Vaughan Utteridge (nominated by Richard Fernando)

• Absent

• Richard Fernando: Vaughan is also a parent of youth players. Rich rattles off a heavy and useful CV from a sports admin side of things. Vaughan has has a serious amount of involvement in sport and developing sports through growth phases. On the sponsorship side particularly. He is a sport liaison/advisor, would want to focus on external partnerships CU can work with.

Everyone makes their votes and while they are tallied we continue to the next agenda item.

The votes/points are listed as such (points/average): 150 (6.5) 126 (5.5) 105 (4.6) 97 (4.2) 94 (4.1) 89 (3.9) 79 (3.4) 63 (2.7) We begin renewed discussion regarding how many exec officers should be elected and how. - Many people are keen on a smaller board with more specific roles. Less room for

avoiding responsibility or talking over each other. - Others think the growth means more exec is necessary to represent all views. It’s good

to hear more voices. - Subcommittees may achieve this wider view and work force without having a large

board. - Portfolios envisaged include: youth, funding, events, partnerships, H&S - Niamh motions that there is no cut off this year. Seconded by Harry. For 4, Against 11,

Abstaining 8. OVERTURNED - Matt suggests we vote to accept each blind valued person starting at the highest until

majority rules not to vote another exec member in. - Rose motions that we choose to elect 5 general Auxiliary Executive Officers. Seconded

by Kristy. 6 Abstain, 3 Against, 14 For. CARRIED - The top 5 ranked nominees are listed alphabetically: Baillie, Ben, Cat, Geoa, and

Vaughan. Congratulations to our new members. - Thank you to all the nominees for putting themselves forward. We hope that those who

did not make the board this year will still continue to be engaged with our activities and look to join subcommittees.

Canterbury Ultimate Board for 2020 Richard Fernando – President Harry Jones – Secretary Chris (Goose) Barker – Treasurer Baillie Graham Ben Johnstone Cat Teo Geoa Geer Vaughan Utteridge Marcus Reeves – UCUC Sam Linnartz – Credo Andrew Mchaffie – Exiles Caitlin Wood – Naaasty

Proposed Constitutional Amendments (Attachment C) – Matt Dol See attached document for exact proposed changes. These changes are being proposed to fix some vague wording regarding voting, include all tertiary bodies, and to satisfy statutory requirements in order to have tax exemption granted. Matt Dol motions to amend the constitution as shown in Attachment C. Seconded by Phil. (1 Abstain, 0 Against, 22 For). CARRIED

General Business Cat Teo - NZU Forum Informing the body of the running of a forum in the near future. Keep an eye out for more information on this. There will be things posted online to read up on first. Kristy motions that our president, treasurer, secretary, and one auxiliary executive officer be our default banking signatories. 1 Against, 4 Abstain, 18 For. CARRIED - Geoa Geer chosen as AEO signatory due to league coordinator status. Meeting closed at 8:17pm

New board will be active in 30 days.

Canterbury Ultimate President’s Report 2019

Overview

2019 has progressed at a fairly fast pace for Canterbury Ultimate this year with a change

in president, appointment of a full year league coordinator, the successful bids for two

national tournaments, rebranding, and many more endeavors. Our finances are healthy

thanks to their careful management by our treasurer and have allowed us to employ a full

year league coordinator.

Our biggest change this year was the resignation of Phil as president in May and I’d like

to formally thank him for his many years old hard work and commitment to the growth and

administration of Canterbury Ultimate. I have been privileged to serve as president of CU

this year, which is a role with many challenges and opportunities, and am saddened that

I am unable to restand for this position. I am sure CU will remain in sound hands with our

newly elected leadership tonight and will continue to grow and show this region what

positive and spirited sport looks like.

Schools and Youth Ultimate

We’re currently in the midst of the Term 4 program for schools. Participation our leagues

has been positive this year and we’re fortunate to have a paid schools league coordinator

and an increase of coaching in schools, with a focus on increase female participation. We

were also fortunate to be successful in funding application for schools ultimate.

I am thankful to Richard Fernando for his ongoing passion and efforts to engage young

people with ultimate. I would also like to thank Cat Teo, Te Atawhai Maginness, Jess

Hardley, Hana Christenson, Joe Penaia, Ryan Sheridan, Rose Foster, all the teachers,

sports coordinators, and anyone else who has contributed to the growth and successes of

Youth Ultimate in Canterbury.

Worlds and National Ultimate

As a community we are proud of all our players who were selected for national training

squads this year, it was wonderful to see such large participation and high level

performance from Canterbury Ultimate players.

I would like to congratulate our players who represented New Zealand earlier this year at

the World Under 24 Ultimate Championships and the Malaysian Open Tournament. As a

community, we are proud of your performance and are happy to have had you represent

both New Zealand and Canterbury Ultimate.

I would also like to congratulate all our players selected to represent New Zealand at the

following tournaments; World Masters Ultimate Championship, World Ultimate and Guts

Championships, and the Asia-Oceania Junior Ultimate Championships. The CU

community looks forward to seeing more well spirited and high level play being

demonstrated by Canterbury Ultimate players.

Lastly, congratulations to Mobility Scooter, HMC, and Credo who qualified for NZMUCD1.

Leagues:

Generally our leagues are going well with consistent numbers across Autumn and Winter

leagues. This Spring we were given Nunweek park for our leagues, training and

tournaments, and it has so far proven a mainly positive experience having a set base for

play for Ultimate in Canterbury. Unfortunately our numbers for the spring ultimate league

were too low to run the league, however our competitive league was up by 7 teams

compared to spring league 2018.

I’d personally like to thank Te Atawhai, Ballad and Ambrose for the hard work they put in

as a team running ultimate for the past year.

I would also like to thank Geoa Geer, our new league coordinator for the wonderful job

she has already done running the spring competitive league and I look forward to the

upcoming leagues that she will be running.

Branding:

We have recently rebranded Canterbury Ultimate and I would like to thank Niamh

Meighan for the wonderful job she has done. This branding will be rolled out across our

emails, discs, and other paraphernalia in the year to come and will hopefully help

increase the image awareness of Canterbury Ultimate.

Policy Work:

Recently we have produced a large amount of policies around Ultimate in New Zealand.

This work was originally intended for CU, but ended up being done on behalf of NZU. I

would like to thank Harry Jones for the hard work he put into researching, writing and

editing these documents and Hana Christenson, Jess Hardley and Kristy Boardman who

assisted in this process.

National Tournament Bids:

Thank you to Adam Munang, Rachael Siohane - Royle, Sam Linnartz, Niamh Meighan,

and Harry Jones for the many hours and hard work that was put into the National

Tournament bids, which resulted in successful bids for NZMUCD2 and NZUC, we look

forward to seeing these tournaments being played in Canterbury over the next two years.

Congratulations, also to Credo Ultimate Club who were successful in their bid to host the

regional qualifier for NZMUCD1.

It’s a fantastic achievement being able to host so much high level and developmental

ultimate in Canterbury.

Final Notes:

Thank you to all the members of the board and community who have put so much time,

energy and passion into the growth of Ultimate in Canterbury. Without the hard work of so

many volunteers we wouldn’t be able to continue to grow and succeed in the way we

have over the last couple of years. As a member of the CU community I am excited to see

how it will continue to develop and engage players in such a well spirited and inclusive

sport.

Statement of Income and Expenditure For the Period 11th September 2018 to 10th September 2019

Income

19 Q3 Indoors 350019 Q3 Outdoors 156019 Draft Indoors 57019 Q2 Indoors 7000

19 Q2 Outdoors 300019 Q1 Outdoors 523019 Q1 Beach 10018 Q4 Outdoors 2660

18 SIMC 474018 Q3 Indoor 216418 Q3 Outdoor 1740Interest 14.98

Disc Sales 230SISSUC 60Donations 204.99

Total Income 32773.97

Expenses

19 Indoors 522219 Outdoor 532.2218 SIMC 3796.7418 Indoor 3087

18 Outdoor 304.47League Coordinator 7200NZU Levies 4615.5Ultimate Central 1033.37

Admin 265.919 Draft Indoors 199.5

Refunds 1442S/Schools Coaching 1906.09

P/School Support 441.29

Total Expediture 30046.08

Net Income 2727.89

Balance at 10th September 2019 21,535.89

Article 1) Name

a) The name of this society is Canterbury Ultimate Incorporated (hereafter referred to as ‘the

Society’).

Article 2) Objects of the Society

a) The Society is a non-profit organisation aiming to encourage people to play the flying disc

sport by:

i. using funds raised or borrowed by the Society for the benefit of the promotion or

playing of flying disc in the South Island, with a primary focus on the Canterbury

region;

ii. creating and maintaining leagues, tournaments and special events for people to play

flying disc as a social and competitive sport;

iii. creating and maintaining a communications system that allows people to keep in

touch with regional developments and relevant national or international news;

iv. developing coaching programmes and materials for people interested in coaching

flying disc;

v. creating and establishing flying disc as a popular sport alternative in educational

centres;

vi. facilitating the growth of independently-run, regionally affiliated flying disc clubs;

vii. liaising with other regional, national and international bodies in the development of

flying disc;

viii. liaising with local print and broadcast media in the publicity of flying disc;

ix. co-ordinate and authorise the development of appropriate apparel, equipment and

promotional items.

x. carry out all its financial transactions in a manner that complies with the Inland

Revenue Department legislation.

Article 3) Alteration of these Articles

a) These articles may be altered, added to or rescinded by a resolution passed by at least a

TWO-THIRDS (2:1) majority of votes at a general meeting of the Society.

b) Meeting notifications must contain details of proposed changes.

c) Duplicate copies of any changes must be sent to the Registrar of Incorporated Societies in

accordance with the requirements of the Incorporated Societies Act 1908.

d) No addition to or alteration of the aims, personal benefit clause or the winding up clause

shall be made which affect the tax-exempt status/non-profit body status.

e) The provisions and effect of this clause shall not be removed from this document and shall

be included and implied into any document replacing this document.

Article 4) Common Seal

a) The Society’s Common Seal is to be held by a designated executive officer.

b) Whenever the Common Seal is required to be affixed to any document, a resolution must

first be passed by the executive to that effect.

c) The officer authorised to affix the Common Seal must at the same time sign the document

involved.

Article 5) Winding Up

a) The Society may be wound up by a resolution passed in accordance with the provisions of

the Incorporated Societies Act 1908, or of any subsequent amendments thereof.

b) Upon winding up, or dissolution by the Registrar, the net assets of the Society may be

disposed of in accordance with a resolution passed at a General Meeting for the surplus

assets to be used for the benefit of another non-profit organisation. Neither funds nor assets

may be distributed among members.

Article 6) Control and Investment of Funds

a) Bank Accounts:

i. The Society shall maintain at least one current bank account.

ii. The Society will only release money when a request is clear that it will be used to

directly assist in following the objects described in Article 2.

iii. The Treasurer and at least one other executive member shall sign all cheques or

withdrawal slips.

b) Other Funds:

i. Funds may be raised by levies, sponsorship, or league proceeds.

ii. Any funds raised shall be paid into the Society’s bank account and remain subject to

the Association’s control until it winds up its operations.

iii. No part of the funds raised is used or be available to be used for the private

pecuniary profit of any member, proprietor, shareholder, beneficiary, or associate of

any of them.

iv. Persons may be reimbursed for expenses incurred or paid reasonable remuneration

for services rendered but in cases may funds be distributed among members.

Article 7) Power to Borrow Money

a) The Society may borrow money subject to approval at a General Meeting.

b) Money borrowed by the Society may only be used to assist in executing the objects

described in Article 2.

Article 8) Membership

a) Membership is subscription-based for a period agreed upon by both the Society and the

subscriber. Application for membership implies that the applicant recognises and agrees to

abide by the rules of the association.

b) Membership is open to all individuals, as well as legally-recognised organisations, including,

but not limited to, educational institutes, commercial businesses, clubs and societies and

trusts, provided that the individual or organisation does not have aims or agendas that

conflict with the objects of this Society.

c) Eligibility:

i. Individual

⌑ Any individual interested in playing or promoting the sport of flying disc may

become an individual member.

ii. Organisation

⌑ Any legally-constituted organisation or business interested in promoting the

activity of flying disc through playing, coaching, sponsorship, administrative

support or facilities grant, may become an organisational member of this

Society.

iii. Special / Honorary

⌑ Any individual or organisation may be granted special or honorary

membership status by a majority vote at the Society’s AGM or a SGM.

d) Members can become a member of the association by paying the appropriate membership

fee and supplying their contact details to the Membership Secretary.

e) Members gain full voting rights at the Association’s Annual General Meeting and any other

benefits applicable at the time.

f) Conditions surrounding membership subscriptions, eg. duration, services in kind and

exceptions, will be determined by the executive.

Article 9) Membership Fees

a) Membership fees may only be set or altered at a General Meeting.

b) Changes in membership fees may be effective immediately, but may only affect new

subscriptions, or members renewing their subscription once their current arrangement has

expired.

c) Considerations:

Considerations for the setting of membership fees may include:

i. National organisational body subscription;

ii. Players pack offers;

iii. Estimated booking requirements for fields and facilities over the subscription period;

iv. Equipment costs;

v. Contingency costs;

vi. Audit requirements;

vii. Sponsorship.

Article 10) Termination of Membership

a) Resignation (Non-executive):

i. Any member may resign from the society by notifying the executive by post, fax or

email.

ii. While the termination of membership rights is immediate, the executive will work

with the outgoing member to resolve any outstanding fees or responsibilities.

b) Lapse: (Non-executive):

i. Membership will lapse if any member fails to re-new their membership fee by the

due date specified on the membership subscription.

c) Suspension or Expulsion:

i. Any member of the Society may call into question the actions of another member by

submitting a case in writing to the executive.

ii. If a member has acted contrary to the Society’s objects, that member may be

suspended or asked to resign from the Society.

iii. The executive will consider the question of suspension or expulsion internally,

inviting the parties concerned to meet and discuss. If mediation between the parties

fails to produce a swift result in the opinion of the executive, the executive may

elect to discuss the evidence in-committee and issue a decision.

Article 11) Appointment of Executive Officers

a) Throughout this Society's constitution, the terms "officer", "executive officer" and

"executive" refer to any and all officers voted or appointed to sit on the Society's

administrative body.

b) Primary Executive Officers - Definition:

i. At the Society’s AGM, the following positions MUST be filled from the Society’s

individual members (as outlined in Article 8.c.i) for the Society to be considered

constitutionally operational:

⌑ President

Represents the Society in external organisational circles;

⌑ Secretary

Ensures records are kept and stored appropriately;

⌑ Treasurer

Ensures the integrity of the Society’s financial state is appropriate

with the Society’s banking services, commercial businesses and

government agents.

ii. No person may hold more than one primary position on the Society's executive.

c) Auxiliary Executive Officers - Definition:

Auxiliary officers are positions on the Society’s administrative body with equal voting and

participation rights to the primary officers, normally with specific roles, but these positions

are NOT counted toward forming a constitutionally operational executive.

i. The number and roles of auxiliary officers may change from year to year, as a

General Meeting of members deems appropriate.

ii. A list of auxiliary roles might include, but is not limited to:

⌑ Student Representative

Charged to represent student players in tertiary institutions. ⌑ Membership Director

Charged with processing membership to the Society, managing a

membership database, issuing members with re-enrolment notices,

preparing statistical analyses of membership composition for

consideration.

⌑ Members-At-Large

Officers aiding the executive in normal and special duties in an adhoc

capacity.

iii. Regardless of the number of other Primary or Auxiliary Executive Officers, every

recognized regionally affiliated ultimate club will have one optional Auxiliary

Executive Officer position made available for a club representative.

⌑ A regionally affiliated ultimate club is defined as a club whose membership is

both primarily located geographically within Canterbury and majority pays

dues to the regional organizing body.

d) Election Order:

The election of officers must follow this procedure:

i. Anyone interested in campaigning for a position should at least recruit a nominator

present at an appropriate General Meeting;

ii. The voting-in of the executive must go in this order:

⌑ The PRIMARY EXECUTIVE OFFICERS, as defined (and in the order listed) in

Article 11.b;

⌑ then AUXILIARY EXECUTIVE OFFICERS, in any order.

iii. All confirmed nominees, contested or not, should be prepared to present credentials

or testimony to the General Meeting for a particular position.

e) Liability:

i. The responsibility for the day-to-day running of the Society falls equally with all

officers.

ii. If an officer retires or leaves before their full term of office is up, they will be

considered liable for any resolutions taken to action while they were in office.

f) At an Annual General Meeting, the Chairman may put to a vote auxiliary officers for the

year.

i. All officers automatically retire THIRTY (30) DAYS after the Society’s AGM. However,

they are available for re-election.

Article 12) Termination of Executive Officers

a) Resignation:

i. Any officer may step down FOURTEEN (14) days after notifying the executive.

ii. A resigning officer must ensure that the rest of the executive is fully aware of any

responsibilities that officer might have left unfinished.

iii. If a resigning officer is one of the primary officers, the remaining officers may

appoint any consenting auxiliary officer to that position in order to ensure the

Society’s operational quorum is intact.

b) Sudden Departure / State of Stall:

i. Definition: A State of Stall, or a Stalled Executive, is a mandatory halt on all new

general business of the Society because the Society does not have a full roster of

primary officers. A Stalled Executive may not enter into new contracts, authorise

new initiatives or engage in any new activity other than the filling of the primary

three seats on the executive.

ii. A State of Stall occurs when one or more of the primary officers resigns or suddenly

departs, and no auxiliary officer is able to fill the vacant primary position(s) as

described in Article 12.a.iii.

iii. The remaining officers are empowered to run the Society as a legal entity for no

more than TWENTY-ONE (21) days after the executive is Stalled.

iv. Current projects already underway, or events that occur within that 21 days that

have already been fully arranged, may continue as planned at the discretion of the

Society’s remaining officers.

v. The Stalled Executive is to immediately issue the membership with a notice of a

Special General Meeting (as outlined in Article 13.c), the main purpose of which is to

fill the vacant primary position(s).

vi. Only when a primary executive has been fully established may the State of Stall be

lifted.

vii. If the State of Stall is not lifted after 21 days, the Society is to notify the Registrar of

Incorporated Societies and begin proceedings for winding up the Society as outlined

in Article 5.

Article 13) General Meetings

a) Mandatories:

All General Meetings must satisfy the following conditions:

i. At least FOURTEEN (14) DAYS NOTICE must be given to the membership by email or

other appropriate means, detailing the meeting’s location, date, time and proposed

agenda.

ii. Once announced, the date and time of commencement may not be changed.

iii. Excluding the date and time of commencement, changes to the agenda may be

made after the initial announcement, but not within FORTY-EIGHT (48) HOURS of

the meeting’s proposed start time.

iv. The location should be regionally comfortable to a significant number of the

Society’s members.

v. A general meeting’s quorum shall be at least TWO (2) primary officers and no less

than 8 other members.

vi. Any individual member of the Society (as defined in Article 8.c.i) may act as

Chairman for the meeting, and the Chairman may change during the course of the

meeting as the membership deems appropriate through a majority vote.

b) Annual General Meetings:

i. An AGM should be held each year for the following purposes:

⌑ to receive the Society's Annual Report;

⌑ to receive the Society’s annual financial statement;

⌑ to elect officers for the new year;

⌑ to recognize and reward significant achievements from the year;

⌑ to decide on any notice of motion proposed by any members;

⌑ to confirm the membership fee structure for the upcoming year;

⌑ to consider, if the chairperson consents, any general business item

c) Special General Meetings:

i. A SGM may be called by the executive for any special purpose. That purpose may

include, but is not limited to, these examples in the society’s interest:

⌑ extraordinary issues regarding the treasury;

⌑ proposed changes to these Articles of Association;

⌑ proposed changes to the make up, structure or role of the executive.

ii. A SGM may also be called using a written notice of motion to the executive from no

less than TEN (10) members of the Society.

d) Minutes of General Meetings should be made available to the membership.

Article 14) Executive Meetings

a) Executive meetings may be held as, when or where required, in order to transact the

Society’s business and decide on any resolutions put to the meeting.

b) At all executive meetings, a quorum shall be at least half of the total number of officers

elected.

c) An agreed-upon Chairman will conduct all meetings and every officer is entitled to one vote

on every motion put forward.

d) Every motion put to a vote is, unless otherwise stated, decided by a simple majority vote.

Voting follows the procedures outlined in Article 15.

e) Minutes of meetings should be made available to all members of the society.

f) Virtual Executive Meetings:

i. Officers may conduct ongoing Society business, including administration, discussion,

voting and publicity via electronic network or other agreed-upon method available

to all members of the executive.

ii. Decisions and content summaries of virtual meetings should also be minuted, or at

least acknowledged at the next executive meeting.

Article 15) Voting

a) Voting will, in all cases, at all levels, except for contested elections to the executive or unless

decided to the contrary by those present at the meeting, be open. It will comprise of a show

of hands.

b) Contested elections of officers will be resolved by a private polling of the attending

members.

c) Every motion put to a vote at

i. a general meeting is, unless otherwise stated, resolved by a simple majority vote

cast by members.

ii. an executive meeting is, unless otherwise stated, resolved by a simple majority vote

cast by officers.

d) In the event of a tie, the motion is defeated.

e) Postal or proxy votes will only be accepted in a referendum. Votes in-absentia are not

considered appropriate for motions undergoing discussion at a General or Executive

Meeting.

f) Virtual Executive Voting:

i. Any officer may call for a vote of the executive via electronic network.

ii. A motion put to a virtual vote must also include a deadline at which polling ends.

iii. Virtual voting on motions or items worth less than TWO HUNDRED NZ DOLLARS

(NZ$200.00) inclusive of taxes, charges or sundry expenses, are actionable by the

executive.

iv. Virtual voting on motions or items equal to or more than the amount specified in

Article 16.f.iii may be voted upon, but can only be ratified and actioned by the

executive at the next face-to-face executive meeting.

v. A motion is passed if:

⌑ the majority of votes from the executive are in favour of the motion, AND;

⌑ at least half of the executive has voted by the polling deadline.