CONSTITUTION OF FIJI ASSOCIATION WELLINGTON INCORPORATED
1. TITLE
1.1. These rules shall be cited as "The Constitution of Fiji Association Wellington Incorporated."
2. NAME
2.1. The name of the Society shall be Fiji Association Wellington Incorporated (in this Constitution referred to as 'the Society' or 'the Council').
3. CHARITABLE STATUS
3.1. The Society is already registered as a charitable entity under the Charities Act 2005.
4. DEFINITIONS
4.1. In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
4.1.a. '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.
4.1.b. 'Annual General Meeting' means a meeting of the Members of the
Society held once per year which, among other things, will receive and consider reports on the Society's activities and finances.
4.1.c. 'President' means the Officer responsible for chairing General
Meetings and committee meetings, and who provides leadership for the Society.
4.1.d. 'Committee' means the Society's governing body.
4.1.e. 'Constitution' means the rules in this document.
4.1.f. 'Acting President' means the Officer elected or appointed to deputise in the absence of the President.
4.1.g. 'General Meeting' means either an Annual General Meeting or a Special General Meeting of the Members of the Society.
4.1.h. 'Interested Member' means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.
4.1.i. 'Interests Register' means the register of interests of Officers, kept under this Constitution, and as required by section 73 of the Act.
4.1.j. 'Matter' means:
4.1.j.i the Society's performance of its activities or exercise of its powers; or
4.1.j.ii an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Society.
4.1.k. 'Member' means a person who has consented to become a Member of the Society, has been properly admitted to the Society, and who has not ceased to be a Member of the Society.
4.1.l. 'Notice' to Members includes any notice given by email, post, or courier.
4.1.m. 'Officer' means a natural person who is:
4.1.m.i a member of the Committee, or
4.1.m.ii occupying a position in the Society that allows them to
exercise significant influence over the management or administration of the Society, including any Chief Executive or Treasurer.
4.1.n. 'Register of Members' means the register of Members kept under this Constitution as required by section 79 of the Act.
4.1.o. 'Secretary' means the Officer responsible for the matters specifically noted in this Constitution.
4.1.p. 'Special General Meeting' means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.
4.1.q. 'Working Days' mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following: a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign's birthday, Te Ra Aro ki a Matariki/Matariki Observance Day, and Labour Day.
5. PURPOSES
5.1. The objectives of the Association shall be to:
5.1.a. Serve the interests of the Fiji community as the term is defined herein.
5.1.b. Promote interests of youth, women and elderly for their wellbeing.
5.1.c. Assist Members of the Fiji community in times of personal difficulties
through provision of advice, support, representation and other means approved by at least two-thirds of the Management Committee.
5.1.d. Promote Fiji community's needs and interests through cultural, social, political, educational and charitable activities.
5.1.e. Liaise with the New Zealand Government and local bodies in the interest of the Fiji community, including promoting and making representations for the economic, educational, social, and cultural advancement of Fiji community.
5.1.f. Promote unity and integration and foster harmonious relations within Fiji community, with people of other ethnicities in Wellington and with the wider New Zealand society.
5.2. In respect of Fiji, it shall be the objective of the Association to:
5.2.a. Assist people in Fiji as and when appropriate.
5.2.b. Assist Fiji during times of natural disasters and other civil
emergencies.
5.2.c. Make appropriate representations to the Government, other organisations and agencies on Fiji's social, political and cultural matters and aspirations.
5.3. Members may approve any other aims and objectives at a general meeting of the Association.
5.4. The Association shall be a not-for-profit and non-sectarian organisation and shall be transparent and accountable for its activities.
6. TIKANGA
6.1. The tikanga, or culture, of the Society is as follows:
6.1.a. Acceptance and celebration of all cultures and ethnicities of Aotearoa New Zealand.
6.2. This Constitution shall be interpreted having regard to that tikanga.
7. ACT AND REGULATIONS
7.1. Nothing in this Constitution authorises the Society to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.
8. REGISTERED OFFICE
8.1. The registered office of the Society shall be at such place in Aotearoa New Zealand as the Committee from time to time determines.
8.2. Changes to the registered office shall be notified to the Registrar of Incorporated Societies:
8.2.a. at least 5 working days before the change of address for the registered office is due to take effect, and
8.2.b. in a form and as required by the Act.
9. CONTACT PERSON
9.1. The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.
9.2. The Society's contact person must be:
9.2.a. At least 18 years of age, and
9.2.b. Ordinarily resident in Aotearoa New Zealand.
9.3. A contact person can be appointed by the Committee or elected by the Members at a General Meeting.
9.4. Each contact person's name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:
9.4.a. a physical address or an electronic mail address, and
9.4.b. a telephone number.
9.5. Any change in that contact person or that person's name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Society becoming aware of the change.
10. MEMBERSHIP
10.1. Minimum number of members
10.1.a. The Society shall maintain the minimum number of Members required by the Act. There is code of conduct as specified in Schedule 1. Membership must be approved by the executive committee and must be accessed within the membership eligibility criteria in place. These criteria are as follows:
10.1.a.i There is no conflict of interest for any reason with another similar organisation
10.1.a.ii The purpose of joining the association
10.1.a.iii Any adverse effect on your input on any other organisation
10.1.a.iv Character reference will be required
10.1.a.v After the membership has been approved and during the course of holding the membership, if any of the above sub-clauses stated in clause 10.1.a is breached then the membership will automatically be lapsed
10.2. Types of members
10.2.a. The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
10.2.a.i Member: A Member is an individual or corporate body admitted to membership under this Constitution and who or which has not ceased to be a member. Member means a person who was born in Fiji or is a Descendant of Fiji, or is or was a Partner, as the terms are defined herein, and who is a New Zealand citizen or permanent resident, or holds a New Zealand work permit or a student permit and has paid the prescribed annual fee. Member includes Life Member, Foundation Member, and Donor Member.
10.2.a.ii Foundation Member means a member who initiated the formation of the Association's predecessor, Fiji Association Wellington Incorporated.
10.2.a.iii Donor member is a member who has donated $1,000.00 within 5 years of formation towards the purchases of Fiji Association Hall at Halford Place, Petone Lower Hutt New Zealand.
10.2.a.iv Trustee means a member appointed by the President in accordance with schedule 2 of this constitution and whose powers and responsibilities are as specified in schedule 2.
10.2.a.v Life Member: A Life Member means a Member of the Association appointed in accordance with schedule 3 of this constitution.
10.2.a.vi Honorary Member: An Honorary Member is a person honoured for services to the Society or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a two-thirds majority of those present and voting. An Honorary Member has no membership rights, privileges, or duties.
10.3. Consent to becoming a member:
10.3.a. Every applicant for membership must consent in writing to becoming a member.
10.4. Process of becoming a member:
10.4.a. An applicantformembership must complete and sign any application form, supply any information, or attend an interview as may be reasonably required by the Committee regarding an application for membership and will become a member on acceptance of that application by the Committee.
10.4.b. The Committee may accept or decline an application for membership at its sole discretion. The Committee must advise the applicant of its decision.
10.4.c. The signed written consent of every Member to become a Society Member shall be retained in the Society's membership records.
10.5. Members' obligations and rights:
10.5.a. Every Member shall provide the Society in writing with that Member's name and contact details (namely, physical or email address and a telephone number) and promptly advise the Society in writing of any changes to those details.
10.5.b. All Members shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
10.5.c. A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Society's premises, facilities, equipment and other property, and participating in Society activities) if all subscriptions and any other fees have been paid to the Society by their respective due dates, but no Member or Life Member is liable for an obligation of the Society by reason only of being a Member.
10.5.d. Any Member that is a corporate body shall provide the Committee, in writing, with the names and contact details of two people who are the organisation's authorised representatives for the purposes of voting at the General Meeting.
10.5.e. The Committee may decide what access or use Members may have of orto any premises, facilities, equipment, or other property owned, occupied, or otherwise used by the Society, and to participate in Society activities, including any conditions of and fees for such access, use or involvement.
10.5.f. A member has to be an active member for at least two years before being eligible to be in committee.
10.5.g. A member has to be an active committee member for at least 2 years before being eligible to be voted and elected as an executive member.
10.6. Subscriptions and fees
10.6.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 (which can also decide that payment be made by periodic instalments).
10.6.b. Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 1 calendar month(s) 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 Society activity orto access or use the Society'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, any other fees, or levy the Committee may terminate the Member's membership (without being required to give prior notice to that Member).
10.7. Ceasingto bea member
10.7.a. A Member ceases to be a Member:
10.7.a.i by resignation from that Member's class of membership by written notice signed by that Member to the Committee, or
10.7.a.ii on termination of a Member's membership following a dispute resolution process under this Constitution, or
10.7.a.iii on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or
10.7.a.iv by resolution of the Committee where, in the opinion of the Committee, the Member has brought the Society into disrepute.
10.7.b. A Member ceases to be a Member with effect from (as applicable):
10.7.b.i the date of receipt of the Member's notice of resignation by the Committee (or any subsequent date stated in the notice of resignation), or
10.7.b.ii the date of termination of the Member's membership under this Constitution, or
10.7.b.iii the date of death of the Member (or if a body corporate from the date of its liquidation or deregistration, or if a partnership from the date of its dissolution), or
10.7.b.iv the date specified in a resolution of the Committee and when a Member's membership has been terminated the Committee shall promptly notify the former Member in writing.
10.8. Obligations once membership has ceased:
10.8.a. A Member who has ceased to be a Member under this Constitution:
10.8.a.i shall cease to hold himself or herself out as a Member of the Society, and
1a.a.a.ii shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks, and manuals).
1a.a.a.iii shall cease to be entitled to any of the rights of a Society Member.
10.9. Becoming a member again:
10.9.a. 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 Committee, but
10.9.b. 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 Committee.
11. GENERAL MEETINGS
11.1. The Committee shall give all Members at least 15 Working Days' written Notice of any General Meeting and of the business to be conducted at that General Meeting.
11.2. That Notice will be addressed to the Member at the contact address notified to the Society and recorded in the Society's register of members. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice of the General Meeting.
11.3. Only financial Members may attend, speak, and vote at General Meetings:
11.3.a. in person, or
11.3.b. through the authorised representative of a corporate body as notified to the Committee, and be present.
11.4. No General Meeting may be held unless at least 30 percent of eligible Members attend throughout the meeting, and this will constitute a quorum.
11.5. 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 of the Society, and if at such adjourned meeting a quorum is not present those Members present in person shall be deemed to constitute a sufficient quorum.
11.6. A Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the President or of 2 or more Members present, by secret ballot.
11.7. Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person and voting at a General Meeting.
11.8. Any decisions made when a quorum is not present are not valid.
11.9. The Society may pass a written resolution in lieu of a General Meeting, and a written resolution is as valid for the purposes of the Act and this Constitution as if it had been passed at a General Meeting if it is approved by no less than 75 percent of the eligible financial Members voting on the resolution. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more Members. A Member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the Constitution (for example, by electronic means).
11.10. General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, o:r electronic communication that gives each Member a reasonable opportunity to participate.
11.11. All General Meetings shall be chaired by the President. If the President is absent, the meeting shall elect another member of the Committee to chair that meeting.
11.12. Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
11.13. Any person chairing a General Meeting may:
11.13.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.
11.13.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 President be removed from the General Meeting, and
11.13.c. In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.
11.14. The Committee may propose motions for the Society to vote on ('Committee Motions'), which shall be notified to Members with the notice of the General Meeting.
11.15. Any Member may request that a motion be voted on ('Member's Motion') at a General Meeting, by giving notice to the Secretary or Committee at least 20 Working Days before that meeting. The Member may also provide information in support of the motion ('Member's Information'). If notice of the motion is given to the Secretary or Committee before written Notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the written Notice of the General Meeting.
11.16. The Society must keep minutes of all General Meetings.
12. ANNUAL GENERAL MEETINGS
12.1. An Annual General Meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by the Committee and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.
12.2. The Annual General Meeting must be held no later than the earlier of the following:
12.2.a. 6 months after the balance date of the Society.
12.2.b. 15 months after the previous annual meeting.
12.3. The business of an Annual General Meeting shall be to:
12.3.a. confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
12.3.b. adopt the annual report on the operations and affairs of the Society,
12.3.c. adopt the Committee's report on the finances of the Society, and the annual financial statements,
12.3.d. set any subscriptions for the current financial year,
12.3.e. consider any motions of which prior notice has been given to Members with notice of the Meeting, and
12.3.f. consider any general business.
12.4. The Committee must, at each Annual General Meeting, present the following information:
12.4.a. an annual report on the operation and affairs of the Society during the most recently completed accounting period,
12.4.b. the annual financial statements for that period, and
12.4.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).
13. SPECIAL GENERAL MEETINGS
13.1. Special General Meetings may be called at anytime by the Committee by resolution.
13.2. The Committee must call a Special General Meeting if it receives a written request signed by at least 50 percent of Members.
13.3. Any resolution or written request must state the business that the Special General Meeting is to deal with.
13.4. The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Committee's resolution or the written request by Members for the Meeting.
14. COMMITTEE
14.1. The Committee of the the Association shall be managed by up to twelve Executive elected and or co-opted Members of the Association, including:
14.1.a. a President
14.1.b. a Vice President
14.1.c. a Secretary
14.1.d. a Treasurer
14.1.e. a Communications Advisor
14.1.f. up to Seven Management Committee Members
14.2. Co-opted Member: The President, with approval from the Management Committee, may co-opt Members to the Management Committee.
14.3. Executives' terms expire upon election of new Executives at a general meeting each calendar year. Executives may seek re-election.
14.4. A Member can serve a maximum of 3 consecutive years as a President.
14.5. A majority of the Officers on the Committee must be either:
14.5.a. Members of the Society, or
14.5.b. representatives of bodies corporate that are Members of the Society.
14.6. From the end of each Annual General Meeting until the end of the next, the Society shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
14.7. The Committee has all the powers necessary for managing- andfordirecting and supervising the management of- the operation and affairs of the Society, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
14.8. The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit. Unless otherwise resolved by the Committee:
14.8.a. the quorum of every sub-committee is half the members of the sub committee but not less than 2,
14.8.b. no sub-committee shall have power to co-opt additional members,
14.8.c. a sub-committee must not commit the Society to any financial expenditure without express authority from the Committee, and
14.8.d. a sub-committee must not further delegate any of its powers.
14.9. The Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee or sub committee meeting.
14.10. Other than as prescribed by the Act or this Constitution, the Committee or any sub-committee may regulate its proceedings as it thinks fit.
15. DUTIES OF THE EXECUTIVE
15.1. The duties of the President are to:
15.1.a. chair the Association and Management Committee meetings
15.1.b. organise the agenda for all Association general meetings and meetings of the Management Committee, with the assistance of the Secretary
15.1.c. make all necessary arrangements for Association's participation in any event
15.1.d. report on the activities of the Association at a general meeting
15.1.e. direct the work of the Management Committee
15.1.f. co-opt any Member of the community, with the approval of the Management Committee, to help with any projects or undertake specific duties that may require expertise not resident in the elected officials, for fixed periods of time
15.1.g. issue media statements or make comments in the media on issues of concern to the Association, after consultation with the Communications Advisor.
15.2. The duties of the Vice President are to:
15.2.a. support the President in his/her assigned duties and responsibilities
15.2.b. be ready to take over the duties and responsibilities of the President when the President is unavailable or has a potential conflict of interest on a matter.
15.3. The duties of the Secretary are to:
15.3.a. adequately publicise all Association meetings
15.3.b. keep record of all business conducted by the Association, and these records will be available to Members
15.3.c. maintain an up-to-date register of all Members
15.3.d. advise the Registrar of Incorporated Societies and the Charities Commission of any rule changes
15.3.e. forward the annual financial statements of the Association to the Charities Commission in accordance with the Commission's requirements after approval of the statements by the Members at a general meeting
15.3.f. be the first point of contact for the Association
15.3.g. carry out any other duties as assigned by the President from time to time.
15.4. The duties of the Treasurer are to:
15.4.a. maintain the treasury of the Association
15.4.b. keep true and accurate record of all expenditure and income
15.4.c. keep true and accurate entries of all assets and liabilities
15.4.d. present true and accurate entries of all sums of money received and paid at every Management Committee meeting
15.4.e. allocate funds as directed by the Management Committee
15.4.f. prepare the Association's financial statements for audit and presentation to Members at a general meeting.
15.5. The Communications Advisor shall be responsible for publicising the activities of the Association byway of newsletters, electronic communication and other means necessary to inform the Members of the Association. The Communications Advisor will also be responsible for all media liaison work in consultation with the President.
15.6. The Hall Manager: The Management Committee may appoint one of its Executives as the Hall Manager.
15.7. Executives will help as part of the Association's Management Committee. Their specific duties will be to attend all meetings and support all Association initiatives including duties assigned by the President in carrying out the constitutional requirements of the Association.
16. COMMITTEE MEETINGS
16.1. The quorum for Committee meetings is at least half the number of members of the Committee.
16.2. A meeting of the Committee may be held either:
16.2.a. by a number of the members of the Committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
16.2.b. by means of audio, or audio and visual, communication by which all members of the Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.
16.3. A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes cast on it a re in favour of the resolution. Every Officer on the Committee shall have one vote.
16.4. The members of the Committee shall elect one of their number as President of the Committee. If at a meeting of the Committee, the President is not present, the members of the Committee present may choose one of their number to be President of the meeting. The President does not have a casting vote in the event of a tied vote on any resolution of the Committee.
16.5. Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.
16.6. The Committee shall meet at least monthly 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.
16.7. The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 Working Days' notice of Committee meetings, but in cases of urgency a shorter period of notice shall suffice.
17. OFFICERS
17.1. To qualify for office, every Officer must be a natural person who:
17.1.a. has consented in writing to be an officer of the Society, and
17.1.b. certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society.
17.2. Officers must not be disqualified under section 47(3) of the Act or section 36B of the Charities Act 2005 from being appointed or holding office as an Officer of the Society, namely:
17.2.a. a person who is under 16 yea rs of age.
17.2.b. a person who is an undischarged bankrupt.
17.2.c. 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.
17.2.d. A person who is disqualified from being a member of the governing body of a charitable entity under the Charities Act 2005.
17.2.e. a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:
17.2.e.i an offence under subpart 6 of Part 4 of the Act,
17.2.e.ii a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),
17.2.e.iii an offence under section 143B of the Tax Administration Act 1994,
17.2.e.iv an offence, in a country other than Aotearoa New Zealand, that is substantiallysimilarto an offence specified in subparagraphs (i) to (iii)'
17.2.e.v a money laundering offence or an offence relating to the financing of terrorism, whether in Aotearoa New Zealand or elsewhere.
17.2.f. apersonsubjectto:
17.2.f.i a banning order under subpart 7 of Part 4 of the Act, or
17.2.f.ii an order under section 108 of the Credit Contracts and
Consumer Finance Act 2003, or
17.2.f.iii a forfeiture order under the Criminal Proceeds (Recovery) Act 2009,or
17.2.f.iv 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.
17.2.g. 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 Aotearoa New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.
17.3. Prior to election or appointment as an Officer a person must:
17.3.a. consent in writing to be an Officer, and
17.3.b. certify in writing thatthey are not disqualified from being elected or appointed as an Officer either by this Constitution or the Act.
17.3.c. Note that only a natural person may be an Officer and each certificate shall be retained in the Society's records.
17.4. At all times each Officer:
17.4.a. shall act in good faith and in what he or she believes to be the best interests of the Society,
17.4.b. must exercise all powers for a proper purpose,
17.4.c. must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,
17.4.d. when exercising their powers or performing their duties, 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:
17.4.d.i the nature of the Society,
17.4.d.ii the natureofthe decision, and
17.4.d.iii the position of the Officer and the nature of the responsibilities undertaken bythem.
17.4.e. must not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society's creditors, or cause or allow the activities of the Society to be carried on in a manner likely to create a substantial risk of serious loss to the Society or to the Society's creditors, and
17.4.f. must not agree to the Society incurring an obligation unless he or she believes at that time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.
17.5. Election of Officers:
17.5.a. Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, thatvacancyshallbefilled by resolution of the Committee (and any such appointee must, before appointment, supply a signed consentto appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (in accordance with 17.1 and 17.2 of this Constitution). Any such appointment must be ratified at the next Annual General Meeting.
17.5.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 'Qualification of Officers' rule above) shall be received by the Society at least 10 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.
17.5.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 Committee (excluding those in respect of whom the votes are tied).
17.5.d. Two Members (who are not nominees) or non-Members appointed by the President shall act as scrutineers for the counting of the votes and destruction of any voting papers.
17.5.e. Thefailurefor any reason of any financial Member to receive such Notice of the general meeting shall not invalidate the election.
17.5.f. In addition to Officers elected under the foregoing provisions of this rule, the Committee 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 Committee any person so appointed shall have full speaking and voting rights as an Officer of the Society. 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).
17.6. The term of office for all Officers elected to the Committee shall be 1 year, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer's term of office.
17.7. Any Officer can serve for more than 3 consecutive terms.
17.8. No President shall serve for more than 3 consecutive years as President.
17.9. An Officer shall be removed as an Officer by resolution of the Committee or the Society where in the opinion of the Committee or the Society:
17.9.a. The Officer elected to the Committee has been absent from 3 committee meetings without leave of absence from the Committee, or
17.9.b. The Officer has brought the Society into disrepute, or
17.9.c. The Officer has failed to disclose a conflict of interest, or
17.9.d. The Committee passes a vote of no confidence in the Officer.
17.10. The removal of an Officer in accordance with 17.9 shall take effect from (as applicable) the date specified in the resolution of the Committee or Society.
17.11. An Officer ceases to hold office when they resign (by notice in writing to the Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
17.12. Each Officer shall within 10 Working Days of submitting a resignation or ceasing to hold office, deliver to the Committee all books, papers, and other property of the Society held by such former Officer.
18. CONFLICTS OF INTEREST
18.1. An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Society, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified):
18.1.a. to the Committee and or sub-committee, and
18.1.b. in an Interests Register kept by the Committee.
18.2. 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.
18.3. An Officer or member of a sub-committee who is an Interested Member regarding a Matter:
18.3.a. must not vote or take part in the decision of the Committee and/or sub-committee relating to the Matter unless all members of the Committee who are not interested in the Matter consent; and
18.3.b. must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all members of the Committee who are not interested in the Matter consent; but
18.3.c. may take part in any discussion of the Committee and/or sub committee relating to the Matter and be present at the time of the decision of the Committee and/or sub-committee (unless the Committee and/or sub-committee decides otherwise).
18.4. 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.
18.5. 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.
18.6. Where 50 per cent or more of the members of a sub-committee are prevented from voting on a Matter because they are interested in that Matter, the Committee shall consider and determine the Matter.
19. RECORDS
19.1. The Society shall keep an up-to-date Register of Members.
19.2. For each current Member, the information contained in the Register of Members shall include:
19.2.a. Their name, and
19.2.b. 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
19.2.c. Their contact details, including:
19.2.c.i A physical address or an electronic address, and
19.2.c.ii A telephone number.
19.2.d. The Register of Members will also include each Member's:
19.2.d.i Postal address, and
19.2.d.ii Email address (if any), and
19.2.d.iii Whether the Member is a financial or unfinancial member.
19.3. Every current Member shall promptly advise the Society of any change of the Member's contact details.
19.4. The Society shall also keep a record of the former Members of the Society. For each Member who ceased to be a Member within the previous 7 years, the Society will record:
19.4.a. The former Member's name, and
19.4.b. The date the former Member ceased to be a Member.
19.5. The Committee shall at all times maintain an up-to-date Interests Register, being a register of the interests disclosed by Officers and by members of any sub-committee.
20. REQUEST FOR INFORMATION
20.1. A Member may at anytime make a written request to the Society for information held by the Society.
20.2. 
The request must specify the information sought in sufficient detail to enable the information to be identified.
25
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20.3. The Society must, within a reasonable time after receiving a request:
20.3.a. provide the information, or
20.3.b. agree to provide the information within a specified period, or
20.3.c. agree to provide the information within a specified period if the Member pays a reasonable charge to the Society (which must be specified and explained) to meet the cost of providing the information, or
20.3.d. refuse to provide the information, specifying the reasons for the refusal.
20.4. Without limiting the reasons for which the Society may refuse to provide the information, the Society may refuse to provide the information if:
20.4.a. withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
20.4.b. the disclosure of the information would, or would be likely to, prejudice the commercial position of the Society or of any of its Members, or
20.4.c. the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to the Society, or
20.4.d. the information is not relevant to the operation or affairs of the society, or
20.4.e. withholding the information is necessaryto maintain legal professional privilege, or
20.4.f. the disclosure of the information would, or would be likely to, breach an enactment, or
20.4.g. the burden to the Society 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
20.4.h. the request for the information is frivolous or vexatious, or
20.4.i. 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.
20.5. If the Society requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so unless, within 10 Working Days after receiving notification of the charge, the Member informs the Society:
20.5.a. that the Member will pay the charge; or
20.5.b. that the Member considers the charge to be unreasonable.
20.6. Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.
21. FINANCES
21.1. The funds and property of the Society shall be:
21.1.a. controlled, invested, and disposed of by the Committee, subject to this Constitution, and
21.1.b. devoted solely to the promotion of the purposes of the Society.
21.2. The Committee shall maintain bank accounts in the name of the Society.
21.3. All money received on account of the Society shall be banked within 5 Working Days of receipt.
21.4. All accounts paid orfor payment shall be submitted to the Committee for approval of payment.
21.5. The Committee must ensure that there are kept at all times accounting records that:
21.5.a. correctly record the transactions of the Society, and
21.5.b. allow the Society to produce financial statements that comply with the requirements of the Act, and
21.5.c. would enable the financial statements to be readily and properly audited (if required under any legislation or the Society's Constitution).
21.6. The Committee must establish and maintain a satisfactory system of control of the Society's accounting records.
21.7. The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Society.
21.8. Balance Date
21.8.a. The Society's financial year shall commence on 01/07 of each year and end on 30/06 (the latter date being the Society's bala nee date).
22. DISPUTE RESOLUTION
22.1. A dispute is a disagreement or conflict involving the Society and/or its Members in relation to specific allegations set out below.
22.2. The disagreement or conflict may be between any of the following persons:
22.2.a. 2 or more Members.
22.2.b. 1 or more Members and the Society.
22.2.c. 1 or more Members and 1 or more Officers.
22.2.d. 2 or more Officers.
22.2.e. 1 or more Officers and the Society.
22.2.f. 1 or more Members or Officers and the Society.
22.3. The disagreement or conflict relates to any of the following allegations:
22.3.a. a Member or an Officer has engaged in misconduct.
22.3.b. a Member or an Officer has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act.
22.3.c. the Society has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act.
22.3.d. a Member's rights or interests as a Member have been damaged or Member's rights or interests generally have been damaged.
22.4. A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that:
22.4.a. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
22.4.b. sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
22.4.c. sets out any other information or allegations reasonably required by the Society.
22.5. The Society may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that:
22.5.a. states that the Society is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
22.5.b. sets out the allegation to which the dispute relates.
22.6. The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
22.7. A complaint may be made in any other reasonable manner permitted by the Society's Constitution.
22.8. All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society's activities.
22.9. The complainant raising a dispute, and the Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.
22.10. A Member or an Officer may make a complaint by giving to the Committee (or a complaints subcommittee) a notice in writing that:
22.10.a. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
22.10.b. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
22.10.c. sets out any other information reasonably required by the Society.
22.11. The Society 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:
22.11.a. states that the Society is starting a procedure for resolving a dispute in accordance with the Society's Constitution; and
22.11.b. sets out the allegation to which the dispute relates.
22.12. The information given under subclause (1.2) or (2.2) 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.
22.13. A complaint may be made in any other reasonable manner permitted by the Society's Constitution.
22.14. 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.
22.15. If the Society makes a complaint:
22.15.a. the Society has a right to be heard before the complaint is resolved or any outcome is determined; and
22.15.b. an Officer may exercise that right on behalf of the Society.
22.16. Without limiting the manner in which the Member, Officer, or Society may be given the right to be heard, they must be taken to have been given the right if:
22.16.a. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
22.16.b. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
22.16.c. an oral hearing (if any) is held before the decision maker; and
22.16.d. the Member's, Officer's, or Society's written or verbal statement or submissions (if any) are considered by the decision maker.
22.17. Investigating and determining dispute
22.17.a. The Society 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.
22.17.b. Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.
22.18. Despite the 'Investigating and determining dispute' rule above, the Society may decide not to proceed further with a complaint if:
22.18.a. the complaint is considered to be trivial; or
22.18.b. the complaint does not appear to disclose or involve any allegation of the following kind:
22.18.b.i that a Member or an Officer has engaged in material misconduct:
22.18.b.ii that a Member, an Officer, or the Society has materially breached, or is likely to materially breach, a duty under the Society's Constitution or bylaws or the Act:
22.18.b.iii that a Member's rights or interests or Members' rights or interests generally have been materially damaged:
22.18.c. the complaint appears to be without foundation or there is no apparent evidence to support it; or
22.18.d. the person who makes the complaint has an insignificant interest in the matter; or
22.18.e. the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
22.18.f. there has been an undue delay in making the complaint.
22.19. The Society may refer a complaint to:
22.19.a. a subcommittee or an external person to investigate and report; or
22.19.b. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
22.20. The Society 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).
22.21. A person may not act as a decision maker in relation to a complaint if 2 or more members of the Committee or a complaints subcommittee considerthat there are reasonable grounds to believe that the person may not be:
22.21.a. impartial; or
22.21.b. ableto considerthe matterwithouta predetermined view.
23. LIQUIDATION AND REMOVAL FROM THE REGISTER
23.1. Resolving to put the Society into Liquidation:
23.1.a. The Society may be liquidated in accordance with the provisions of Part 5 of the Act.
23.1.b. The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to put the Society into liquidation.
23.1.c. The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
23.1.d. Any resolution to put the Society into liquidation must be passed by a two-thirds majority of all Members present and voting.
23.2. Resolving to Apply for Removal from the Register:
23.2.a. The Society may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
23.2.b. The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to remove the Society from the Register of Incorporated Societies.
23.2.c. The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
23.2.d. Any resolution to remove the Society from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.
23.3. Surplus Assets:
23.3.a. If the Society is liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the 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.
24. COMMITMENT TO TE TIRITI O WAITANGI
24.1. The Council affirms that the te rec Maori version of Te Tiriti o Waitangi must be the central document that guides Aotearoa New Zealand's nationhood.
24.2. The Council, on behalf of the communities it represents, commits to:
24.2.a. Adhere to the te reo Maori version ofTe Tiriti o Waitangi.
24.2.b. Uphold the principles of partnership, participation, and protection.
24.2.c. Uphold and advocate "E TO Whanau Values".
25. AMENDING THIS CONSTITUTION
25.1. All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as outlined in section 31 of the Act.
25.2. The Society may amend or replace this Constitution at a General Meeting by a resolution passed by a two-thirds majority of those Members present and voting.
25.3. That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this Constitution.
25.4. Any proposed resolution to amend or replace this Constitution shall be signed by at least 50 per cent of eligible Members and given in writing to the Committee at least 15 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 proposal.
25.5. At least 10 Working Days before the General Meeting at which any amendment is to be considered the Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Committee has.
25.6. 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.
25.7. The amendment shall also be notified to Charities Services as required by section 40 of the Charities Act 2005.
26. OTHER
26.1. Common Seal:
26.1.a. The Society shall have a common seal that must be kept in the custody of the Secretary and used in conjunction with a Trustee.
26.1.b. The common seal may be affixed to any document:
26.1.b.i by resolution of the Committee, and must be countersigned by 2 Officers, or
26.1.b.ii by such other means as the Committee may resolve from time to time.
26.2. Bylaws:
26.2.a. The Committee 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.
27. SCHEDULE 1
Fiji Association Wellington Incorporated Code of Conduct
1. Obligations
1 .1 The Executives (all Management Committee Members} of the Fiji Association Wellington Incorporated ("the Association") must:
a. not breach this code of conduct b. attend each Management Committee meeting, unless extenuating circumstance provide otherwise
c. serve the aims and objectives of the Association
d. fulfil their lawful obligations with professionalism, integrity, honesty and to the best of their ability
e. carry out all the duties and responsibilities assigned to them diligently, competently and efficiently
f. ensure that their personal interests or activities do not interfere with, or appear to interfere with, their obligations to the Association, and refrain from conduct that might lead to conflicts of interest
g. respect the rights of their colleagues and Members when performing their duties
h. not use, nor allow the use of, the Association's property, resources, or funds for anything other than authorised purposes i. incur no liability on the part of the Association without proper authorisation
j. avoid behaviour which might endanger or cause distress to their colleagues, or otherwise contribute to disruption of the Association's activities
k. respect the privacy of individuals when dealing with personal information I.not to discriminate against any person because of their marital status, colour, race, ethnicity, nationality, age, political opinion, employment status, family status, sexual orientation, disability, or religious or ethical beliefs
m. have due regard for the safety of others in the use of the Association's property and resources
n. not bring the Association into disrepute, or jeopardise relationships with the general public, including through their private activities.
1 .2 As a general principle, Executive's personal behaviour that does not interfere with the performance of their Association duties or reflect on the integrity or standing of the Association is of no concern to the Association. However, the Association has a legitimate interest where
the private activities of an Executive reflect on the reputation of the Association and its Members.
2. Political statements and individual comments
2.1 The President in consultation with the Communications Advisor may authorise certain Executive to respond to media requests for comment about aspects of the Association's policies, or its activities or any other media inquiry. Official comment on behalf of the Association should be made only by those Executive authorised to do so by the President. If comments are made without authorisation, then it could lead to disciplinary action and depending on the severity of the situation, an Executive may be disciplined or dismissed. The Executive will begiven an opportunity to be heard by the Management Committee before any final decision is taken by the Management Committee.
2.2 Occasionally dilemmas can arise where Executive may have strong personal beliefs on issues that conflict with their official duties of the Association. In such circumstances, the Executive should discuss his or her concerns with the President before taking any action.
2.3 If Executives find themselves in a situation where their conscience constrains them from carrying out their duties, they should discuss their circumstances and options with the President. They must not do anything to circumvent or undermine the constitution of the Association.
2.4 Generally, the Executive have the same rights of free speech and independence in the conduct of their private affairs as other members of the public. However, they also have a duty not to compromise the Association by public criticism of, or comment on, the Association's activities.
2.5 The Executive should ensure that their contribution to any public discussion on such matters is appropriate, and is consistent with the Association's constitution.
2.6 In general, comment made bythe Executive on matters of public interest would be regarded as unacceptable, and may amount to misconduct, if it:
a. used or revealed any information gained in the course of official duties where this was not already known by, or readily available to, the general public
b. criticised the Association to an outside organisation or in public or issued a statement either written or verbal criticism of the Association's activities
c. purported to express or imply the Association's view without authority and give openly partisan support to any group opposed to the Association for any reason
d. constituted a personal attack on another Executive
e. amounted to a criticism sufficiently strong and/or persistent so as to call into question the Executive's ability to impartially carry out his or her Association duties.
3. Participation in Public Bodies or Voluntary Associations
3.1 Executives are free to stand for, or be appointed to, any office or position on any public or voluntary body. However, they should first inform the Management Committee of their intentions, to ensure that no conflict exists between such participation and their duties and responsibilities to the Association. Where the Management Committee considers that there would be a conflict of interest, arrangements need to be made to avoid or resolve the conflict. In some cases this may require that the Executive be requested not to stand for office, or to resign a position already held.
4. Standing for Parliament
4.1 Executives may offer themselves as candidates for Parliament or local body. An Executive wishing to stand as a candidate in a general election, or a byelection, will be asked to resign from the Management Committee.
s. Release and use of confidential Association information
5.1 Official information on any Association business should be released only by the President or whoever the President authorises to deal with such requests.
5.2 Depending on the circumstances of the case, the unauthorised disclosure of information byan Executive may lead to disciplinary action, including dismissal.
6. Integrity and avoidance of Conflicts of Interest
6.1 The Executives should act on a 'no surprises' basis and perform their Association duties in good faith, honestly and impartially, and avoid
situations which might compromise their integrity or otherwise lead to conflicts of interest.
6.2 The impartiality and integrity of the Executives are central to the maintenance of trust and confidence in the Association. The Executives should always act with personal integrity and their actions should be able to bear the closest public and private scrutiny.
6.3 The Executives should not only avoid circumstances in which their personal interests conflict with the interests of the Association, but should also avoid those circumstances in which there could be the appearance of such conflict.
6.4 No individual or organisation with which an Executive is involved may be given preferential treatment (whether by access to goods and services or access to 'inside information') over any other individual or organisation.
6.5 The Executives are expected to declare any potential conflicts of interest and undertake appropriate action to manage these, including abstaining from voting on the relevant matter. The Secretary to maintain an up to date conflict register.
7. Misconduct and serious misconduct
7.1 Serious misconduct is a serious breach of conduct by an Executive that may give rise to summary dismissal with or without notice.
7.2 Misconduct, which is not serious misconduct, is a breach of the general standards of behaviour required of every Executive.
Disciplinary action procedures for serious misconduct
7.3 In the case of serious misconduct, including, assault, theft or dishonesty, and wilful damage to the Association's property, the Executive may be dismissed on the first occurrence of the behaviour and the following procedure will be carried out:
a. The Executive will be advised of the nature of the allegation and the potential consequences should the allegation be substantiated.
b. An investigation will be carried out if deemed necessary by the Management Committee.
c. A disciplinary meeting will be held by the Management Committee.
d. Throughout the process, the Executive will be given adequate opportunity to consult with whoever they wish.
Disciplinary action procedures for misconduct, and poor performance and attitude
7.4 In the case of not-so-serious misconduct, poor performance of Association activities assigned or attitude problems, the following procedure will be carried out:
a. A disciplinary meeting will be held by the Management Committee.
b. If the behaviour fails to improve within a reasonable period of time, or any stated period of time, or is repeated, a second disciplinary meeting will be held.
c. If the behaviour continues or is repeated, a disciplinary meeting will be held which may result in dismissal from the Management Committee.
28. SCHEDULE 2
Trust Deed and appointment of Trustees
This Trust Deed is part of the constitution of the Fiji Association Wellington Incorporated (the Association).
1 .Appointment of Trustees and terms of office
1 .1 The President, after seeking the agreement of the Management Committee, shall appoint three (3) Trustees to the Association, including a Chairperson.
1.2 Trustees will be appointed for terms of up to three years and may be reappointed.
1.3 No Member can serve as a Trustee for more than six consecutive years.
1.4 When appointing Trustees and determining their terms, the President will take into consideration the need to provide continuity so that three new Trustees are not appointed in the same year.
2. Who can be a Trustee
2.1 Anyone who has been an Executive Member of the Association for a minimum of two years and is a current Member.
2.2 The Member must not have any criminal conviction leading to imprisonment for any duration or guilty of any offence covered by New Zealand Statute of Limitation.
2.3 The Member is not an undischarged bankrupt.
2.4 The Member has no conflict of interest.
2.5 The Member is of good character and widely acceptable to the Fiji community.
3. Extraordinary vacancies
3.1 A new trustee may be appointed by the President in agreement with the Management Committee at any time when a Trustee:
• dies
• is unfit to act, incapable of acting, medically unwell, or mentally incapable
• refuses to act in accordance with the constitution
• is overseas for more than six months in a year
• does not attend three consecutive meetings of the Trustees without a valid reason
• no longer wishes to be a Trustee
• has been declared a bankrupt by the Courts
• has been convicted by the court and or imprisoned for any period of time has completed six consecutive years as a Trustee.
4. Objectives and powers of the Trustees
4.1 The Trustees in accordance with this Trust Deed will promote, support and encourage all the objectives of the Association as outlined in the constitution and all its amendments.
4.2 The Trustees have oversight role over the Management Committee.
4.3 All Trustees must remain up to date with the actions of the Association including what the assets and liabilities of Association are. Trustees are not involved in the day-to-day administration and management of the Association.
5. Trustees to manage the Association in the absence of a Management Committee
5.1 The Trustees will be responsible for management of the Association where for any reason whatsoever the President and the elected Management Committee are unable to carry out their responsibilities. In such a case the Trustees will call a general meeting and assist in electing a new President and Management Committee and hand over the management responsibility to the newly elected President and the Management Committee.
6. The Duty to Account
6.1 Trustees are required to oversee that proper records of the Association are kept by the Management Committee. As a guide, these records will normally include:
• The Trust Deed, the constitution and any amendments to the constitution
• Agreements for Sale and Purchase of the Association Building
• Deeds of Acknowledgement of Debt if any
• Minutes of the Association, including minutes of Management Committee meetings
• Resolutions taken at a general meeting of the Association
• Tax Records if applicable
• Copies of independent advice and general correspondence.
6.2 In addition to keeping proper records, Trustees will oversee that the Management Committee keeps valuable and/or original documents in safe custody.
7. The Duty to Supply Information
7.1 Association Members are entitled to certain information about the Association. This will often include the financial accounts. The Trustees will oversee that such informations are supplied by the Management Committee at a general meeting.
8. The Duty to Invest Prudently
8.1 A very important duty of Trustee is to ensure that Management Committee invests prudently. This means exercising "the care, diligence and skill that a prudent person of business would exercise in managing the affairs of others."
8.2 The Management Committee must advise the Trustees if any financial commitment in relation to sale, purchase or investment is undertaken by the Management Committee which may be in excess of $5,000.
8.3 The Trustees may recommend cancelling any such investments and or expenditure it deems as unreasonable or unfavourable to the Association. The Management Committee may override the recommendation of the Trustees. Trustees have the right to report on the matter to the Members at a general meeting.
9. The Duty to Protect the Association's Assets
9.1 No Association property of over $5,000 book value should be disposed of for any reason without the approval of the Trustees. No purchase of any property or leasing of any property of over $5,000 value can be undertaken by the Association without the approval of the Trustees.
9.2 The Trustees will oversee that the Association's assets are adequately insured and that insurance is regularly reviewed.
9.3 The President must brief the Chair of the Trustees on such matters and the President should work on a no surprise basis with Trustees.
10. The Duty to Meet Tax Obligations
10.1 Trustees will oversee that Management Committee file tax returns with Inland Revenue if so required, and file financial statements with the
Charities
Commission. It is important for Trustees to oversee that the Management Committee keep the tax responsibilities up to date as there can be penalties and interest charged if they are not.
11. The Duty to Carry Out Duties Without Payment
11.1 Trustees are required to act without payment. The exception allowing the receipt of payment is that Trustees are able to recover reasonable, expenses in relation to the Association work as approved by the President.
12. The Duty to Not Benefit Personally from being a Trustee
12.1 As a fiduciary, a Trustee will not benefit personally. Trustees are required to act in good faith and where conflicts of interest arise Trustees need to act carefully and consider taking professional advice.
13. Other specific ongoing duties of Trustees
13.1 Trustees' meetings & minutes -the Trustees will probably need to meet regularly if another building is to be acquired by the Management Committee (once approved by Trustees and a general meeting) so that the Management Committee can brief Trustees of progress. However often the Trustees meet, all meetings will be recorded in the minute,
along with all decisions; including reasons for the decision and background information.
13.2 Annual accounts - The President will advise the Trustees at least twice a year that all accounts of the Association are in order and will provide a very brief written financial position of the Association for Trustees information.
13.3 Annual income tax returns - The Trustees will oversee that income tax returns for the Association are filed if so required.
13.4 Other files and records - The Trustees will maintain a file of their own correspondence.
14. Indemnity of Trustees
14.1 A Trustee will not be liable for any losses suffered by the Association if he or she acts prudently and considers the interests of all Association Members.
15. Cautionary notes
15.1 The duties of Trustees are important and often complex. A Trustee should understand them fully.
15.2 The Trustees can request the President to be present at any Trustees meeting to answer any questions the Trustees may have. The President would be obliged to attend such meeting and cannot substitute with another Executive to attend on behalf of the President.
29. SCHEDULE 3
Life Membership and appointment criteria
1. Life Membership Criteria
1 .1 Nominations for Life Membership must be made on the official Life Member nomination form.
1 .2The nominee must be nominated and seconded by two current Members of the Association.
1 .3 The nominee must be a Member of the Association and have made a substantial contribution to the Association and or meet the following criteria:
a. Served on the Management Committee of the Association for five or more years.
b. Has held a minimum of ten continuous years of membership or has provided ten continuous years of service to the Association. Length of membership alone is not a key criteria.
c. Nominators must articulate in the official form the reasons why Life Membership is considered appropriate, and specify examples of work or involvement which has significantly progressed the Association.
2. Process for considering the nomination
2.1 All nominations are to be treated with the strictest of confidence. All Communication on this subject will only be given out by the President.
2.2 Once having received a nomination the President will convene a subcommittee comprising the President, the Secretary, and a minimum of three Management Committee Members, to consider the nomination and make recommendation to the Management Committee.
2.3 The sub-committee will assess whether the nomination meets all the criteria set out in clause 1 above.
2.4 The Secretary of the sub-committee (who shall also the Secretary of the Association) will prepare a report on the nomination, including the subcommittee's recommendation, and submit to the Management Committee for consideration,
2.5 The Management Committee will consider the sub-committee's recommendation and make a final recommendation to a general meeting of the Association for any nomination it supports. The Management Committee may overturn the recommendation of the sub committee.
2.6 The nomination must be supported by at least two-thirds of the Members voting at a general meeting. General meeting decision will be final and cannot be appealed.
3. Certificate and privileges
3.1 An official Life Membership Certificate will be presented to any successful nominee.
3.2 All Life Members will be listed on the Association's website.
3.3 All other privileges for Life Members will be determined by the Management Committee on an annual basis.
4. Forfeiture of Life Membership
4.1 Life Membership may be forfeited upon any failure to observe any by laws or constitutional requirements of the Association or bringing the name of the Association into disrepute.
4.2 A sub-committee comprising the President, and two Executives appointed by the President in agreement of the Management Committee, will decide whether a Life Membership should be forfeited from a person for reasons outlined above. Before any action is taken the person concerned will be given an opportunity to present his or her case to this sub-committee.
4.3 The sub-committee will make its recommendation to the Management Committee for a final decision.
4.4 
Management Committee's decision will be final and would not be subject to any appeal or challenge.