Constitution 2025

NEW ZEALAND PHILATELIC FEDERATION CONSTITUTION 2025

Registered Number: 215973 NZBN: 9429042705604

1. Name and Status
2. Definitions and Interpretation
3. Purposes and Powers
4. Members
5. General Meeting Procedures
6. Annual General Meetings
7. Special General Meetings
8. Executive
9. Executive Meetings
10. Officers
11. Records
12. Finances
13. Indemnification
14. Dispute Resolution
15. Bylaws
16. Notices
17. Registered Office and Contact Persons
18. Transitional
19. Liquidation and Removal from Register
20. Alterations to the Constitution
Schedule 1. Qualification of Officers
Schedule 2. Conflicts of Interest
Schedule 3. Access to Information for Members
Schedule 4. Dispute Resolution

1. NAME AND STATUS

1.1 Name: The name of the Society is New Zealand Philatelic Federation Incorporated (in this Constitution referred to as ‘Federation’).

1.2 Charitable status: Federation is not registered as a charitable entity under the Charities Act 2005.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions: In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings. These defined words are capitalised in the text of this Constitution:

‘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 Federation held once per year which, among other things, will receive and consider reports on Federation’s activities and finances.

‘Executive’ means the Federation’s governing body, also described as the Executive Committee.

‘Constitution’ means the rules in this document and includes the schedules.

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

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

‘Body Corporate’ means any entity or group of people joined by association for a common purpose relevant to the purpose of Federation, whether incorporated or not.

‘Member’ means a Body Corporate who has consented to become a Member Federation and has been properly admitted to Federation who has not ceased to be a Member of Federation.

‘Authorised Representative’ means a natural person assigned by a Member to be their contact person and to act on their behalf at General Meetings and in other matters with Federation.

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

‘Officer’ means a natural person who is a member of the Executive or occupying a position in Federation that allows them to exercise significant influence over the management or administration of Federation.

‘Delegate Officer’ means a natural person who has been selected to represent members of a defined region on the Executive Committee. A Delegate Officer Regional is also an Officer.

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

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

‘Working Days’ mean as defined in the Legislation Act 2019. Days that are not Working Days include the following – a Saturday, a Sunday, a Statutory Holiday including any day observed as such, and any day during the period commencing 25 December and concluding 2 January the following year.

2.2 Interpretation: Whenever the singular is used and when required by the context it shall include the plural, and the neuter gender shall include the masculine and feminine and vice versa.

2.3 Question of interpretation: Any question relating to the interpretation of this Constitution or any regulations or by-laws made hereunder shall be settled by the Executive whose decision shall be final provided that such decision shall not be inconsistent with the Act.

3. PURPOSES AND POWERS

3.1 Purposes: Federation is established and maintained for the primary purpose to:

(a) Promote all aspects of philately in New Zealand and to represent both the members and the hobby at large, both national and internationally.

3.2 Powers: For the purposes of and incidental to achieving the above objects, Federation has full capacity to carry on or undertake any activity, do any act, or enter into any transaction, and for those purposes’ full rights, powers and privileges.

3.3 Limitation on powers: Nothing in this Constitution authorises Federation to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

3.4 No personal benefit:

(a) Any income, benefit, or advantage shall be applied to the objects of Federation.

(b) No individual Member or associated person shall receive any form of private income, benefit or advantage from Federation’s operations.

(c) No Member of Federation or any person associated with a Member shall participate in or materially influence any decision made by Federation in respect of the payment to or on behalf of that Member or associated persons of any income, benefit or advantage whatsoever.

(d) Any such income paid shall be reasonable and relative to that which would be paid in an arms-length transaction (being the open market value).

(e) The provisions and effect of this clause 3.4 shall not be removed from this Constitution and shall be included and implied into any document replacing this Constitution.

3.5 Reimbursement of Expenses: Provided there is no inconsistency with clause 3.4 above, and subject to the approval of the Executive, a Member or individual may be reimbursed for expenses incurred on Federation’s behalf, or paid for services performed provided that any such payments to Members or individual are reasonable and relative to that which would be paid in an arms-length transaction (being the open market value).

4. MEMBERS

4.1 Minimum number of members: Federation shall maintain the minimum number of Members required by the Act.

4.2 Types of Members: The classes of membership and the method by which Members are admitted to different classes of membership are as follows:

(a) Society Member, any grouping of people, Body Corporate, whether formally incorporated as a society or just an informal grouping who aims to promote philately are consistent with the aims of the Federation.

(b) Trust Member, any grouping of people, Body Corporate, formally incorporated as a society, trust, or company, whose purpose relates to a specific task in the promotion of philately, for example, organising philatelic exhibitions, or assisting with funding of philatelic activities.

(c) Overseas Member, any grouping of people, Body Corporate, whose formal entity is outside New Zealand jurisdiction, but whose purpose aligns with the purpose of Federation.

4.3 Becoming a Member – consent: Every applicant for membership must consent in writing to becoming a Member. The signed written consent of every Member to become a Federation Member shall be retained in Federation’s membership records.

4.4 Becoming a Member – process: An applicant for membership must complete and sign any application form, supply any information, or attend an interview as may be reasonably required by the Executive regarding an application for membership and will become a Member on acceptance of that application by the Executive. The Executive may accept or decline an application for membership at its sole discretion. The Executive must advise the applicant of its decision.

4.5 Member’s obligations and rights:

(a) All Members shall promote the interests and purposes of Federation and shall do nothing to bring Federation into disrepute.

(b) All Members shall provide the Executive, in writing, with the name and contact details (namely, physical or email address and a telephone number) of the person who is the Authorised Representative of the Member and that person shall be deemed to be the representative for the purposes of voting at General Meetings and other matters with Federation unless notified otherwise.

(c) A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using Federation’s premises, facilities, equipment and other property, and participating in Federation activities) if all subscriptions and any other fees have been paid to Federation by their respective due dates.

(d) The Executive 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 Federation, and to participate in Federation activities, including any conditions of and fees for such access, use or involvement.

4.6 Subscriptions and fees:

(a) The annual subscription and any other fees for membership for the then current financial year shall be set by resolution of a General Meeting.

(b) Such subscription and other fees shall be payable by members for the year for which the subscription and fees have been set at the General Meeting or within 1 calendar month of receiving a subscription renewal notice, whichever is the later.

(b) Any Member failing to pay the annual subscription (including any periodic payment), or other fees, within 3 calendar months of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any Federation activity or to access or use Federation’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 6 calendar months of the due date for payment of the subscription or any other fees the Executive may terminate the Member’s membership without being required to give prior notice to that Member.

4.7 Ceasing to be a Member: A Member ceases to be a member –

(a) by resignation from that Member’s class of membership by written notice signed by the Authorised Representative to the Executive, with effect from the date of receipt of the Member’s notice of resignation by the Executive (or any subsequent date stated in the notice of resignation), or

(b) on termination of a Member’s membership following a dispute resolution process under this Constitution, with effect from the date of termination of the Member’s membership, or

(c) by resolution of the Executive where the Member has failed to pay a subscription, levy or other amount due to Federation within 6 calendar months of the due date for payment, or in the opinion of the Executive the Member has brought Federation into disrepute, with effect from the date specified in a resolution of the Executive, and when a Member’s membership has been terminated in this manner the Executive shall promptly notify the former Member in writing.

4.8 Obligations once membership has ceased: A Member who has ceased to be a Member under this Constitution –

(a) remains liable to pay all subscriptions and other fees to Federation’s next balance date,

(b) shall cease to hold themselves out as a Member of Federation, and

4.9 Becoming a member again: Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Executive. But, if a former Member’s membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a resolution passed at a General Meeting on the recommendation of the Executive.

5. GENERAL MEETING PROCEDURES

5.1 Notice of Meeting: The Executive shall give all Members at least 15 Working Days’ written Notice of any General Meeting and of the business to be conducted at that meeting. The Notice will state the time, date and place of the General Meeting, along with arrangements for electronic communication if approved by the Executive. The notice will be addressed to authorised representative notified to Federation and recorded in Federation’s register of members and may be in the form of a Notice published in Federation’s newsletter. 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.

5.2 Proxies: A Member may be represented by a written proxy. The proxy is to be received by, or handed to, the Executive before the commencement of the General meeting. No other proxy voting shall be permitted.

5.3 Participation of Members: Only Officers and current financial Members may attend, speak at General Meetings –

(a) Members are represented by Authorised Representatives or a proxy advised in advance of the meeting to Federation Secretary.

(b) Only Authorised Representatives, or their proxies may vote at a General Meeting

5.4 Quorum: No General Meeting may be held unless at least 9 eligible financial Members individually or grouped by proxy 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 President, 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. Any decisions made when a quorum is not present are not valid.

5.5 Voting: A Member is entitled to exercise voting in line with 5.3b above.

5.6 Voting Eligibility: Members are eligible to vote at meetings based on the category of their membership.

(a) Society Members: 1 vote plus a further vote for each 25 complete members as reported to Federation in the most recent subscription payment.

(b) Trust Members: 1 vote.

5.7 Remote Access: Any Member may participate in any meeting of Federation and vote on any proposed resolution at a meeting of Federation without being physically present. This may only occur at meetings by telephone, through video conferencing facilities, or by other means of electronic communications provided that prior notice of the meeting is given to all Members and all persons participating in the meeting are able to hear each other effectively and simultaneously. Participation by a Member in this manner at a meeting shall constitute the presence of that Member at that meeting.

5.8 Chairperson: All General Meetings shall be chaired by the President. If the President is absent, then the Secretary shall chair that meeting, but should there be no President or Secretary present then the chair shall be taken by a Member or Delegate appointed by the members present. Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.

5.9 Additional Powers of Chairperson: Any person chairing a General Meeting may –

(a) 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.

(b) 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

5.10 Executive Motions: The Executive may propose motions for Federation to vote on which shall be notified to Members with the notice of the General Meeting.

5.11 Member’s Motion: Any Member may request that a motion be voted on at a General Meeting by giving notice to the Secretary or Executive at least 5 Working Days before that meeting. The Member may also provide information in support of the motion If notice of the motion is given to the Secretary or Executive 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.

5.12 Minutes: Federation must keep minutes of all General Meetings.

6. ANNUAL GENERAL MEETINGS

6.1 When they will be held: An Annual General Meeting shall be held once a year on a date and at a location as determined by the Executive. Wherever possible, the Annual General Meeting will be held no later than 6 months after the balance date of Federation and not more than 15 months after the previous Annual General Meeting.

6.2 Procedure: The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to an Annual General Meeting

6.3 Business: The business of an Annual General Meeting shall be to:

(a) Confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting.

(b) Adopt the annual report on the operations and affairs of Federation.

(d) Set any subscriptions for the current financial year.

(e) Elect the Officers comprising the President and Secretary for the ensuing year and approve the appointed position of Treasurer if this position is not elected.

(f) Appoint a person to prepare or review Federation’s financial and performance statement.

(g) Consider any motions of which prior notice has been given to Members with notice of the Meeting, and

(h) Consider any general business.

6.4 Information required: The Executive must, at each Annual General Meeting, present the following information:

(a) An annual report on the operation and affairs of Federation during the most recently completed accounting period,

(b) The annual financial statements for that period, and

(c) 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).

7. SPECIAL GENERAL MEETINGS

7.1 When they will be held: Special General Meetings may be called at any time by the Executive by resolution. The Executive must call a Special General Meeting if it receives a written request signed by at least ten percent of current Members. Any resolution or written request must state the business that the Special General Meeting is to deal with.

7.2 Procedure: 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 Executive’s resolution or the written request by Members for the Meeting.

8. EXECUTIVE

8.1. Functions and powers: The Executive must manage, direct and supervise the operation and affairs of Federation in accordance with the Act and this Constitution and has all the powers necessary for managing, directing and supervising the operation and affairs of Federation, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.

8.2 Executive composition: The Executive will consist of at least 6 Officers and no more than 12 Officers.

8.3 Role of President: The President provides leadership for Federation and is the Officer responsible for chairing General Meetings and Executive meetings. The President will usually preside at other Federation events and will promote good relations between members and with other philatelic societies and entities.

8.4 Role of Secretary: The Secretary issues notices for and keeps minutes of General Meetings and Executive meetings, attends to correspondence and maintains other records required by the Act. The Secretary will usually be a Contact Officer if appointed, and the Privacy Officer.

8.5 Role of Treasurer: The Treasurer will receive money paid to Federation, pay all approved accounts, invest funds as directed by the Executive, and maintain and report on financial accounts.

8.6 Role of the Delegate Officer: The Delegate Officer is to represent Members of the region from which they are appointed and to act in their best interests as part of the Executive. Election and appointment of Delegate Officers is defined in Federation Bylaws and Policy.

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

(a) The quorum of every sub-committee is half the members of the sub-committee but not less than 2.

(b) No sub-committee shall have power to co-opt additional members.

(c) A sub-committee must not commit Federation to any financial expenditure without express authority from the Executive, and

(d) A sub-committee must not further delegate any of its powers.

8.8 Proceedings: The Executive 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 Executive or sub-committee meeting. Other than as prescribed by the Act or this Constitution, the Executive or any sub-committee may regulate its proceedings as it thinks fit.

9. EXECUTIVE MEETINGS

9.1 Frequency: The Executive shall meet at least tri-annually 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 President or Secretary.

9.2 Notice: The Secretary or President shall give to all Executive members not less than 5 Working Days’ written notice of Executive meetings, but in cases of urgency a shorter period of notice shall suffice.

9.3 Mode of meeting: A meeting of the Executive may be held either –

(a) By a number of the members of the Executive who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b) By means of audio, or audio and visual, communication by which all members of the Executive participating and constituting a quorum can simultaneously hear each other throughout the meeting.

9.4 Quorum: The quorum for Executive meetings is at least half the number of members of the Executive.

9.5 Resolutions: A resolution is passed at any meeting of the Executive if a majority of the votes cast on it are in favour of the resolution. Every, Officer of the Executive shall have one vote.

9.6 Chairperson: All Executive meetings shall be chaired by the President. If the President is absent, the Secretary shall chair that meeting, but should there be no President or Secretary present then the chair shall be taken by an Officer appointed by the persons present. Any person chairing an Executive meeting has a deliberative and, in the event of a tied vote, a casting vote.

10. OFFICERS

10.1 Qualification of Officers: Every Officer must be a natural person who has consented in writing to be an Officer of Federation and certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of Federation. The reasons applicable for such disqualification are set out in Schedule 1. The consent and certification must be given prior to election or appointment, and each certificate shall be retained in Federation’s records.

10.2 Officer’s duties: At all times each Officer:

(a) Shall act in good faith and in what he or she believes to be the best interests of Federation.

(b) Must exercise all powers for a proper purpose.

(d) 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 Federation,
the nature of the decision, and
the position of the Officer and the nature of the responsibilities undertaken by him or her.

(e) Must not agree to the activities of Federation being carried on in a manner likely to create a substantial risk of serious loss to Federation or to the Federation’s creditors, or cause or allow the activities of Federation to be carried on in a manner likely to create a substantial risk of serious loss to Federation or to the Federation’s creditors, and

(f) Must not agree to Federation incurring an obligation unless he or she believes at that time on reasonable grounds that Federation will be able to perform the obligation when it is required to do so.

10.3 Election or appointment of Officers: The election of Officers shall be conducted as follows:

(a) President, Secretary and Treasurer shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Executive, and 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 and in Schedule 1).

(b) A candidate’s written nomination, 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 ‘Qualifications of Officers’ rule above) shall be received by Federation at least 20 Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.

(c) Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming Executive (excluding those in respect of whom the votes are tied).

(d) Two persons (who are not nominees) appointed by the Chairperson shall act as scrutineers for the counting of the votes and destruction of any voting papers.

(e) The failure for any reason of any financial Member to receive such Notice of the general meeting shall not invalidate the election.

(f) In addition to Officers elected under the foregoing provisions of this rule, the Executive may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Executive any person so appointed shall have full speaking and voting rights as an Officer of Federation. 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 and in Schedule 1.

(g) The election of Delegate Officers is by Members of a Region as detailed in Federation Bylaws and Policy.

10.4 Term: The term of office for all Officers elected to the Executive shall be 1 year, commencing immediately following the end of the Annual General Meeting at which they are elected and expiring at the end of the Annual General Meeting the following year. No Officer shall serve for more than 10 consecutive terms and specifically no Officer shall serve for more than 5 consecutive years as President.

10.5 Removal of officers: Subject to clause 10.6, an Officer shall be removed as an Officer by resolution of the Executive or Federation, with effect from (as applicable) the date specified in the resolution, where in the opinion of the Executive or Federation:

(a) The Officer elected to the Executive has been absent from 3 Executive meetings without leave of absence from the Executive.

(b) The Officer has brought Federation into disrepute.

(d) The Executive passes a vote of no confidence in the Officer.

10.6 Process for Removal of officers: An Officer may be removed under sub-paragraphs (b), (c) and (d) of clause 10.5 above only following a dispute resolution process being undertaken under this Constitution.

10.7 Ceasing to hold office: An Officer ceases to hold office when they resign (by notice in writing to the Executive), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act. Each Officer shall within 15 Working Days of submitting a resignation or ceasing to hold office, deliver to the Executive all books, papers and other property of Federation held by such former Officer.

10.8 Conflicts of interest: Officers must abide by the Conflicts of Interest provisions set out in Schedule 2.

11. RECORDS

11.1 Register of Members: Federation 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, 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 Authorised Representative contact details, including a physical address or an electronic address, and a telephone number. The register will also include whether the Member is financial or unfinancial. Every current Member shall promptly advise Federation of any change of the Member’s Authorised Representative name and contact details.

11.2 Former Members: Federation shall also keep a record of the former Members of Federation. For each Member who ceased to be a Member within the previous 7 years, Federation will record the former Member’s name, and the date the former Member ceased to be a Member.

11.3 Interests Register: The Executive shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.

11.4 Access to information for Members: A Member may at any time make a written request to Federation for information held by Federation. The relevant procedures are set out in Schedule 3.

11.5 Privacy: Members’ personal information will be managed according to the requirements of the Privacy Act 2020 and such information will be disclosed to other parties only as permitted by that Act. The Secretary will normally act as Privacy Officer for Federation, unless otherwise dictated by the Executive.

12. FINANCES

12.1 Control and management:

(a) The funds and property of Federation shall be controlled, invested and disposed of by the Executive, subject to this Constitution, and devoted solely to the promotion of the purposes of Federation.

(b) The Executive shall maintain bank accounts in the name of Federation.

(d) All accounts paid or for payment shall be submitted to the Executive for approval of payment.

(e) The Executive must ensure that there are kept at all times accounting records that –

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

(f) The Executive must establish and maintain a satisfactory system of control of Federation’s accounting records.

(g) 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 Federation

12.2 Balance date: Federation’s financial year shall commence on 1 October of each year and end on 30 September (the latter date being Federation’s balance date). At the Annual General Meeting the Treasurer shall present a financial and performance statement duly prepared or reviewed by the person appointed under clause 12.3 below.

12.3 Person to person to prepare or review financial statements: At the Annual General Meeting a person with appropriate knowledge of accounting shall be appointed for the next financial year to independently prepare or review Federation’s financial and performance statements.

13. INDEMNIFICATION

13.1 Notwithstanding sections 96 and 97 of the Act, Federation may indemnify Executive Members, other Officers, Members and employees under the Act, or effect insurance for such persons for the matters set out below:

(a) liability (other than criminal liability) for a failure to comply with a duty under section 54 to 61 of the Act (offices duties); or

(b) any other duty imposed on the Executive Member or other officer in their capacity as an officer; or

(c) costs incurred by any Executive Member, other Officer, Member or employee under the Act for any claim or proceeding relating to that liability.

14. DISPUTE RESOLUTION

14.1 The procedures for dealing with disputes are set out in Schedule 4. Federation or the Executive may adopt additional procedures provided these are consistent with the procedures in Schedule 4 and with the rules of natural justice.

15.BYLAWS

15.1 The Executive from time to time may make and amend bylaws and policies for the conduct and control of Society activities and codes of conduct applicable to Members, but no such bylaws, 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.

16. NOTICES

16.1 Issue of notices: Every notice to be given to any Member pursuant to this Constitution must be in writing and given to the Member by hand or sent by post or courier to the address set out the Register of Members; or to their email address.

16.2 Receipt of notices: A notice is deemed to have been received:

(a) if delivered by hand, at the time of delivery.

(b) if given by post, 5 working days after the notice is posted.

(d) if given by email, immediately after the email was sent.

16.3 Proof of Delivery: It Is sufficient to prove that a notice was correctly addressed if posted or sent by courier or properly sent to the correct email address.

16.4 non-delivery of notice: The loss, delay, or non-delivery of any notice sent or delivered to any Member shall not invalidate or prejudice any resolution passed or election made, or other action undertaken by Federation.

17. REGISTERED OFFICE AND CONTACT PERSONS

17.1 Registered office: The registered office of Federation shall be at such place in New Zealand as the Executive 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.

17.2 Contact persons: Federation shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed. Federation’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 Executive 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 Federation becoming aware of the change. The Secretary will normally be appointed to this role.

18. TRANSITIONAL

18.1 Members: Those Members who are current Members at the time Federation reregisters under the Act will remain as Members subject to this Constitution, but they are not required to confirm their consent to being a Member. Payment of annual subscriptions and other fees (if any) will provide evidence of consent for future years of membership.

18.2 Officers: Executive Members and other Officers who currently hold such positions at the time Federation reregisters under the Act will remain in their respective roles subject to this Constitution, but each such Executive Member or other Officer is required by regulations made under the Act to submit prior to reregistration both a consent in writing to be an officer of Federation and certification that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of Federation.

19. LIQUIDATION AND REMOVAL FROM REGISTER

19.1 Resolving to put Federation into liquidation:

(a) Federation may be liquidated in accordance with the provisions of Part 5 of the Act.

(b) The Executive shall give 20 Working Days written Notice to all Members of the proposed resolution to put Federation into liquidation.

(c) The Executive 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.

(d) Any resolution to put Federation into liquidation must be passed by a two-thirds majority of all Members present and voting.

19.2 Resolving to apply for removal from the register:

(a) Federation may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.

(b) The Executive shall give 20 Working Days written Notice to all Members of the proposed resolution to remove Federation from the Register of Incorporated Societies.

(d) Any resolution to remove Federation from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.

19.3 Surplus assets: If Federation 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 Federation’s debts and liabilities, that property must be given or transferred to the New Zealand National Philatelic Trust. However, in any resolution under this rule, Federation may approve a different distribution to different not-for-profit entity, so long as Federation complies with this Constitution and the Act in all other respects.

20. ALTERATIONS TO THE CONSTITUTION

20.1 Amending this Constitution: All amendments must be made in accordance with this Constitution:

(a) Federation may amend or replace this Constitution at a General Meeting by a resolution passed by a simple majority of those Members present and voting.

(b) That amendment could be approved by a resolution passed in lieu of a meeting as permitted by the rules in this Constitution about meeting procedures

(c) Any proposed resolution to amend or replace this Constitution shall be signed by at least 10 percent of eligible members and given in writing to the Executive at least 20 working days before the General Meeting at which the Resolution is to be considered and accompanied by a written explanation of the reasons for the Resolution.

(d) At least 15 Working Days before the General Meeting at which any amendment is to be considered the Executive shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Executive has.

20.2 Minor or Technical Amendments: These can be made by the Executive following the process outlined in section 31 of the Act. Any such amendment shall be notified to Members.

20.3 No amendment: No addition to, deletion from or alteration of this Constitution may be made which that will detract or alter in any way the nature of Federation. Furthermore, no addition to, deletion or alteration of this Constitution may be made if it affects the rule in this Constitution about the distribution of surplus assets.

20.4 Notification to Registrar: 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.

SCHEDULE 1. QUALIFICATION OF OFFICERS

Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of Federation, namely –

a person who is under 16 years of age
a person who is an undischarged bankrupt
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.
a person who is disqualified from being a member of the governing body of a charitable entity under the Charities Act 2005
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 (a to c)
5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
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.
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.

SCHEDULE 2. CONFLICTS OF INTEREST

An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by Federation, 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 Executive and or sub-committee, and
2. in an Interests Register kept by the Executive.
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 Executive and/or sub-committee relating to the Matter unless all members of the Executive 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 Executive who are not interested in the Matter consent; but
3. may take part in any discussion of the Executive and/or sub-committee relating to the Matter and be present at the time of the decision of the Executive and/or sub-committee (unless the Executive and/or sub-committee decides otherwise).
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 Executive shall consider and determine the Matter.

SCHEDULE 3. ACCESS TO INFORMATION FOR MEMBERS

A Member may at any time make a written request to Federation for information held by Federation.
The request must specify the information sought in sufficient detail to enable the information to be identified.
Federation 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 Federation (which must be specified and explained) to
  meet the cost of providing the information
4. refuse to provide the information, specifying the reasons for the refusal.
Without limiting the reasons for which Federation may refuse to provide the information, Federation 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 Federation 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 Federation, or
4. the information is not relevant to the operation or affairs of Federation, 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 Federation 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 or vexatious, 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 Federation 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 Federation
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.

SCHEDULE 4. DISPUTE RESOLUTION

1. Meanings of dispute and complaint

1.1 A dispute is a disagreement or conflict involving Federation and/or its Members in relation to specific allegations set out below. The disagreement or conflict may be between any of the following persons / organisations / body corporate –

2 or more Members.
1 or more Members and Federation.
1 or more Members and 1 or more Officers.
2 or more Officers.
1 or more Officers and Federation.
1 or more Members or Officers and Federation.

1.2 The disagreement or conflict relates to any of the following allegations –

a Member or an Officer has engaged in misconduct
a Member or an Officer has breached, or is likely to breach, a duty under Federation’s Constitution or bylaws or the Act.
Federation has breached, or is likely to breach, a duty under Federation’s Constitution or bylaws or the Act
a Member’s rights or interests as a Member have been damaged or Member’s rights or interests generally have been damaged.

1.3 All Members (including the Executive) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to Federation’s activities.

1.4 The complainant raising a dispute, and the Executive, 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.

2. How complaint is made

2.1. A Member or an Officer may make a complaint by giving to the Executive (or a complaints sub-committee) a notice in writing that –

states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Federation’s Constitution; and
sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
sets out any other information reasonably required by Federation.

2.2 Federation 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 –

states that Federation is starting a procedure for resolving a dispute in accordance with Federation’s Constitution, and
sets out the allegation to which the dispute relates.

2.3 The information given under subclause (2.1(b)) or (2.2(b)) 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.

2.4 A complaint may be made in any other reasonable manner permitted by Federation’s Constitution.

3. Person who makes complaint has right to be heard

3.1 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.

3.2 If Federation makes a complaint –

Federation has a right to be heard before the complaint is resolved or any outcome is determined; and
an Officer may exercise that right on behalf of Federation.

3.3 Without limiting the manner in which the Member, Officer, or Federation may be given the right to be heard, they must be taken to have been given the right if –

they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
an oral hearing (if any) is held before the decision maker; and
the Member’s, Officer’s, or Federation’s written or verbal statement or submissions (if any) are considered by the decision maker.

4. Person who is subject of complaint has right to be heard

4.1 This clause applies if a complaint involves an allegation that a Member, an Officer, or Federation (the ‘respondent’) –

has engaged in misconduct; or
has breached, or is likely to breach, a duty under Federation’s Constitution or bylaws or this Act; or
has damaged the rights or interests of a Member or the rights or interests of Members generally.

4.2 The respondent has a right to be heard before the complaint is resolved or any outcome is determined.

4.3 If the respondent is Federation, an Officer may exercise the right on behalf of Federation.

4.4 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 –

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
the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
an oral hearing (if any) is held before the decision maker; and
the respondent’s written statement or submissions (if any) are considered by the decision maker.

5. Investigating and determining dispute

5.1 Federation 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.

5.2 Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

6. Federation may decide not to proceed further with complaint

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

1. the complaint is considered to be trivial; or

the complaint does not appear to disclose or involve any allegation of the following kind:

that a Member or an Officer has engaged in material misconduct:
that a Member, an Officer, or Federation has materially breached, or is likely to materially breach, a duty under Federation’s Constitution or bylaws or the Act:
that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:

the complaint appears to be without foundation or there is no apparent evidence to support it; or
the person who makes the complaint has an insignificant interest in the matter; or
the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
there has been an undue delay in making the complaint.

7. Federation may refer complaint

7.1 Federation may refer a complaint to –

sub-committee or an external person to investigate and report; or
a sub-committee, an arbitral tribunal, or an external person to investigate and make a decision.

7.2 Federation 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).

8. Decision makers

8.1 A person may not act as a decision maker in relation to a complaint if 2 or more members of the Executive or a complaints sub-committee consider that there are reasonable grounds to believe that the person may not be –

impartial, or
able to consider the matter without a predetermined view.