Rules of
NZ GEN Economics Network Incorporated
The Society
1.0 Name
1.1 The name of the society is NZ GEN Economics Network Incorporated (“the Society”).
1.2 The Society is constituted by resolution dated 14 December 2012.
2.0 Registered Office
2.1 The Registered Office of the Society is: NZ Treasury, 1 The Terrace, Department of Macroeconomic and International Research, Wellington, 6011 (P.O. Box 3724).
3.0 Purposes of Society
3.1 The purposes of the Society are to:
- Advance education by supporting economics training and professional development in the public sector: both for economists and non-economists.
- Develop linkages between economists across the private, public and academic sectors.
- Support and strengthen economic advice to government.
3.2 Pecuniary gain is not a purpose of the Society.
Management of the Society
4.0 Managing Committee
4.1 The Society shall have a managing committee (“the Committee”), comprising the following persons:
- The Chairperson;
- The Deputy Chairperson
- The Secretary
- The Treasurer; and
- Such other Members as the Society shall decide.
4.2 Only individual members of the Society may be Committee Members.
4.3 Only individual state sector or local government employees or employees of universities may serve as Committee or sub-Committee members.
4.4 There shall be a minimum of two Committee Members, in addition to the Officers.
4.5 There will be at most 14 Committee members (including the Treasurer and the Secretary) with a maximum of two employees of universities.
4.6 Committee (and sub-Committee) members will be appointed for a term of two years, to coincide with the AGM – however, there is no limit to the number of times Committee and sub-Committee members can be re-appointed.
4.7 Committee members will be indemnified.
5.0 Appointment of Committee Members
5.1 At a Society Meeting, the Members may decide by majority vote:
- How large the Committee will be;
- Who shall be the Chairperson, Deputy Chairperson, Secretary, and Treasurer;
- Whether any Committee Member may hold more than one position as an officer;
- How long each person will be a Committee Member (”the Term”).
6.0 Cessation of Committee Membership
6.1 Persons cease to be Committee Members when:
- They resign by giving written notice to the Committee.
- They are removed by majority vote of the Society at a Society Meeting.
- Their Term expires.
6.2 If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and property.
6.3 All persons who cease to be Committee members will respect the confidentiality of the material they have seen during their term on the Committee.
7.0 Nomination of Committee Members
7.1 Nominations for members of the Committee shall be called for at least 14 days before a General Meeting. Each candidate shall be proposed and seconded in writing by Members and the completed nomination delivered to the Secretary. Nominations shall close at 5pm on the fifth day before the General Meeting. All retiring members of the Committee shall be eligible for re-election.
7.2 If the position of any Officer becomes vacant between General Meetings, the Committee may appoint another Committee Member to fill that vacancy until the next General Meeting.
7.3 If the position of any Committee Member becomes vacant between General Meetings, the Committee may appoint another Society Member to fill that vacancy until the next General Meeting.
7.4 If any Committee Member is absent from three consecutive meetings without leave of absence the Chairperson may declare that person’s position to be vacant.
8.0 Role of the Committee
8.1 Subject to the rules of the Society (“The Rules”), the role of the Committee is to:
- Administer, manage, and control the Society;
- Carry out the purposes of the Society, and Use Money or Other Assets to do that;
- Manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the General Meetings;
- Set accounting policies in line with generally accepted accounting practice;
- Delegate responsibility and co-opt members where necessary;
- Ensure that all Members follow the Rules;
- Decide how a person becomes a Member, and how a person stops being a Member;
- Decide the times and dates for Meetings, and set the agenda for Meetings;
- Decide the procedures for dealing with complaints;
- Set Membership fees, including subscriptions and levies;
- Make regulations.
8.2 The Committee has all of the powers of the Society, unless the Committee’s power is limited by these Rules, or by a majority decision of the Society.
8.3 All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the President shall have a casting vote, that is, a second vote.
8.4 Decisions of the Committee bind the Society, unless the Committee’s power is limited by these Rules or by a majority decision of the Society.
9.0 Roles of Committee Members
9.1 Committee members shall exercise their best judgement, commitment and expertise in carrying out their roles.
9.2 The Chairperson is responsible for:
- Ensuring that the Rules are followed;
- Convening Meetings and establishing whether or not a quorum (half of the Committee) is present;
- Chairing Meetings, deciding who may speak and when;
- Overseeing the operation of the Society; and
- Providing a report on the operations of the Society at each General Meeting.
9.3 The Secretary is responsible for:
- Recording the minutes of Meetings;
- Keeping the Register of Members;
- Holding the Society’s records, documents, and books except those required for the Treasurer’s function;
- Receiving and replying to correspondence as required by the Committee;
- Forwarding the annual financial statements for the Society to the Registrar of Incorporated Societies upon their approval by the Members at a General Meeting; and
- Advising the Registrar of Incorporated Societies of any rule changes.
9.4 The Treasurer is responsible for:
- Keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained;
- Preparing annual financial statements for presentation at each General Meeting. These statements should be prepared in accordance with the Society’s accounting policies (see 8.1.d);
- Providing a financial report at each General Meeting; and
- Providing financial information to the Committee as the Committee determines.
10.0 Committee Meetings
10.1 Committee meetings may be held in person, via video or telephone conference, or other formats as the Committee may decide;
10.2 No Committee Meeting may be held unless more than half of the Committee Members attend;
10.3 The Chairperson shall chair Committee Meetings, or if the Chairperson is absent, the Deputy Chairperson shall chair that meeting, or if the Deputy Chairperson is absent, the Committee shall elect a Committee Member to chair that meeting;
10.4 Decisions of the Committee shall be by majority vote;
10.5 The Chairperson or person acting as Chairperson has a casting vote, that is, a second vote;
10.6 Only Committee Members present at a Committee Meeting may vote at that Committee Meeting;
10.7 Subject to these Rules, the Committee may regulate its own practices;
10.8 The Chairperson or his nominee shall adjourn the meeting if necessary;
10.9 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon requisition 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 Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chairperson may, with the consent of any Society Meeting, adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
11.0 Sub-Committees
11.1 The Committee may appoint sub-Committees, and has the authority to set the terms of appointment, structures, and responsibilities of these sub-Committees.
Society membership
12.0 Types of Members
12.1 Membership may comprise different classes of Membership as decided by the Society.
12.2 Ordinary Members shall pay an annual subscription, the amount of which shall be determined from time to time by the General Meeting. The rights and privileges of Ordinary Membership depend on payment of the Membership subscription in advance for the Membership period in question.
12.3 Honorary Membership may be granted to individuals by the General Meeting in exceptional cases with the same rights and privileges as Ordinary Membership.
13.0 Admission of Members
13.1 To become a Member, a person (“the Applicant”) must:
- Complete an application form, if the Rules, Bylaws or Committee requires this; and
- Supply any other information the Committee requires.
13.2 The Committee may interview the Applicant when it considers Membership applications.
13.3 The Committee shall have complete discretion when it decides whether or not to allow the Applicant to become a Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.
14.0 The Register of Members
14.1 The Secretary shall keep a register of Members (“the Register”), which shall contain the names, email addresses of all Members.
14.2 If a Member’s contact details change, that Member shall give updated contact details to the Secretary.
14.3 Each Member shall provide such other details as the Committee requires.
14.4 Members shall have reasonable access to the Register of Members.
15.0 Cessation of Membership
15.1 Any Member may resign by giving written notice to the Secretary.
15.2 Membership may be terminated in the following ways:
- If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society, the Committee may give written notice of this to the Member (“the Committee’s Notice”). The Committee’s Notice must:
- Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Society;
- State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member’s Membership.
- State that if, within 14 days of the Member receiving the Committee’s Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member’s Membership.
- State that if the Committee terminates the Member’s Membership, the Member may appeal to the Society.
- 14 days after the Member receives the Committee’s Notice, the Committee may in its absolute discretion by majority vote terminate the Member’s Membership by giving the Member written notice (“Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Society at the next Meeting by giving written notice to the Secretary (“Member’s Notice”) within 14 days of the Member’s receipt of the Termination Notice.
- If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at a Society Meeting held within the following 28 days. If the Member chooses, the Member may provide the Secretary with a written explanation of the events as the Member sees them (“the Member’s Explanation”), and the Member may require the Secretary to give the Member’s Explanation to every other Member within 7 days of the Secretary receiving the Member’s Explanation. If the Member is not satisfied that the other Society Members have had sufficient time to consider the Member’s Explanation, the Member may defer his or her right to be heard until the following Society Meeting.
- When the Member is heard at a Society Meeting, the Society may question the Member and the Committee Members.
- The Society shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Society’s decision will be final.
16.0 Obligations of Members
16.1 All Members (and Committee Members) shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.
Money and other assets of the society
17.0 Use of Money and Other Assets
17.1 The Society may only Use Money and Other Assets if:
- It is for a purpose of the Society;
- It is not for the sole personal or individual benefit of any Member; and
- That Use has been approved by either the Committee or by majority vote of the Society.
17.2 Rules for the use of Money and Other Assets by sub-Committees will be determined by the Managing Committee.
18.0 Subscriptions and Levies
18.1 There will be no subscriptions or levies – although the Society reserves the right to introduce such subscriptions and/or levies in the future.
19.0 Additional Powers
18.1 The Society may:
- Employ people for the purposes of the Society;
- Exercise any power a trustee might exercise;
- Invest in any investment that a trustee might invest in;
- Borrow money and provide security, if authorised by Majority vote at any Society Meeting.
20.0 Financial Year
20.1 The financial year of the Society begins on 1 April of every year and ends on 31 March of the following year.
21.0 Assurance on the Financial Statements
21.1 The Society shall appoint an Auditor to audit the annual financial statements of the Society. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Society’s accounting policies. The Auditor must be a suitably qualified person. and preferably be a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Society. If the Society appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement.
The Committee is responsible to provide the Auditor with:
- Access to all information of which the Committee is aware that is relevant to the preparation of the financial statements – such as records, documentation and other matters;
- Additional information that the Auditor may request from the Committee for the purpose of the audit; and
- Reasonable access to persons within the Society from whom the Auditor determines it necessary to obtain evidence.
21.2 No audit of the annual financial statements is required unless an audit is requested by 5% of the Members at any properly convened Society Meeting.
Conduct of meetings
22.0 Society Meetings
22.1 A Society Meeting is either a General Meeting or a Special General Meeting.
22.2 The General Meeting shall be convened at least once every year no later than nine months after the Society’s balance date. The Committee shall determine when and where the Society shall meet within those dates.
22.3 Special General Meetings may be called by the Committee. The Committee must call a Special General Meeting if the Secretary receives a written request signed by at least 10% of the Members.
22.4 The Secretary shall:
- Give all Members at least 14 days Written Notice of the business to be conducted at any Society Meeting
- Additionally, the Secretary will provide, if appropriate:
- A copy of the Chairperson’s Report on the Society’s operations and of the Annual Financial Statements as approved by the Committee;
- A list of Nominees for the Committee, and information about those Nominees if it has been provided;
- Notice of any motions and the Committee’s recommendations about those motions;
- If the Secretary has sent a notice to all Members in good faith, the Meeting and its business will not be invalidated simply because one or more Members do not receive the notice.
22.5 All Members may attend and vote at Society Meetings.
22.6 No Society Meeting may be held unless at least the lesser of 25 eligible members or 5% of eligible Members attend. (This will constitute a quorum.)
22.7 All Society Meetings shall be chaired by the Chairperson. If the Chairperson is absent, the Deputy Chairperson shall Chair that meeting. If the Deputy Chairperson is absent, the Society shall elect another Committee Member to Chair that meeting. Any person chairing a Society Meeting has a casting vote.
22.8 On any given motion at a Society Meeting, the Chairperson shall in good faith determine whether to vote by:
- Voices;
- Show of hands; or
- Secret ballot.
However, if any Member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot. If a secret ballot is held, the Chairperson will have a casting, that is second, vote.
22.9 The business of a General Meeting shall be:
- Receiving any minutes of the previous Society’s Meeting(s);
- The Chairperson’s report on the business of the Society;
- The Treasurer’s report on the finances of the Society, and the Annual Financial Statements;
- Election of Committee Members;
- Motions to be considered;
- General business.
22.10 The Chairperson or his nominee shall adjourn the meeting if necessary.
22.11 Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The Chairperson may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
23.0 Motions at Society Meetings
23.1 Any Member may request that a motion be voted on (“Member’s Motion”) at a particular Society Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion (“Member’s Information”). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion. However, if the Member’s Motion is signed by at least the lesser of 25 eligible Members or 5% of eligible Members:
- It must be voted on at the Society Meeting chosen by the Member; and
- The Secretary must give the Member’s Information to all Members at least 14 days before the Society Meeting chosen by the Member; or
- If the Secretary fails to do this, the Member has the right to raise the motion at the following Society Meeting.
23.2 The Committee may also decide to put forward motions for the Society to vote on (“Committee Motions”) which shall be suitably notified.
Common seal
24.0 Common seal
24.1 The Committee shall provide a common seal for the Society and may from time to time replace it with a new one.
24.2 The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the Chairperson and countersigned by the Secretary or a member of the Committee.
Altering the rules
25.0 Altering the Rules
25.1 The Society may alter or replace these Rules at a Society Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
25.2 Any proposed motion to amend or replace these Rules shall be signed by at least the lesser of 25 eligible Members or 5% of eligible Members and given in writing to the Secretary at least 14 days before the Society Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
25.3 At least 14 days before the General Meeting at which any Rule change is to be considered the Secretary shall give to all Members written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
25.4 When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.
Bylaws
26.0 Bylaws to govern the Society
26.1 The Committee may from time-to-time make, alter or rescind bylaws for the general management of the society, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws shall be binding on members of the Society. A copy of the bylaws for the time being, shall be available for inspection by any member on request to the Secretary.
Winding up
27.0 Winding up
27.1 If the Society is wound up:
- The Society’s debts, costs and liabilities shall be paid;
- Surplus Money and Other Assets of the Society may be disposed of:
- By resolution; or
- According to the provisions in the Incorporated Societies Act 1908; but
- No distribution may be made to any Member;
- If a decision is made to wind up or dissolve the Society and any property remains after the settlement of the Society’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.
Definitions
28.0 Definitions and Miscellaneous matters
28.1 In these Rules:
- “Majority vote” means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.
- “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
- “Society Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
- “Use Money or Other Assets” means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, Money or Other Assets.
- “Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
- It is assumed that
- Where a masculine is used, the feminine is included
- Where the singular is used, plural forms of the noun are also inferred
- Headings are a matter of reference and not a part of the rules
- Matters not covered in these rules shall be decided upon by the Committee.
Marcos Peneur
