Constitution of the NZ Mathematical Society Incorporated
1. Introductory rules
1.1 Name
The name of the society is `NZ Mathematical Society Incorporated’ (in this Constitution referred to as the ‘Society’).1.2 Charitable status
The Society is registered as a charitable entity under the Charities Act 2005.1.3 Definitions
In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings: ‘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 the Society held once per year which, among other things, will receive and consider reports on the Society’s activities and finances. ‘President’ means the Officer responsible for chairing General Meetings and Council meetings, and who provides leadership for the Society. ‘Council’ means the Society’s governing body. ‘Constitution’ means the rules in this document. ‘Vice President’ means the Officer elected to deputise in the absence of the President. ‘Treasurer’ means the Officer who handles the Society’s financial affairs. ‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Society. ‘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—- the Society’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 the Society.
1.4 Purposes
The Society is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely:- advancing education by promoting research and education in the mathematical sciences and enhancing the development, application and dissemination of mathematical knowledge within New Zealand
- benefitting the community by assisting mathematicians in New Zealand to maintain effective cooperation with one another and with mathematicians and mathematical societies in other countries, and to facilitate collaborative research in the mathematical sciences as a consequence of such cooperation.
1.5 Act and Regulations
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.1.6 Restrictions on society powers
The Society must not be carried on for the financial gain of any of its members. The Society’s capacity, rights, powers, and privileges under section 18 of the Act are subject to the following restrictions —- The Society does not have the power to borrow money.
1.7 Contact person
The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed. The Society’s contact person must be:- At least 18 years of age, and
- Ordinarily resident in New Zealand.
- a physical address or an electronic address, and
- a telephone number.
2. Members
2.1 Minimum number of members
The Society shall maintain the minimum number of Members required by the Act.2.2 Classes of membership
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:- Ordinary Member An Ordinary Member is an individual admitted to membership under this Constitution and who or which has not ceased to be a Member. Admittance to membership shall be upon written application and upon payment of the annual subscription. However, a person who is not normally resident in New Zealand and who is a member of a Society with which the New Zealand Mathematical Society maintains a reciprocity agreement shall be admitted upon written application as a member of the New Zealand Mathematical Society at a reduced subscription.
- Life membership is open to retired persons, on payment of a sum equal to three times the current annual subscription rate. This one-off payment means that life members are deemed to be Financial Members.
- An Honorary Member shall be any person of distinction in the field of mathematics or any other person whose work or whose services to the Society are judged by the Council to merit election to honorary membership. There is no subscription for honorary members and therefore honorary members are deemed to be Financial Members.
2.3 Becoming a member: consent
Every applicant for membership must consent in writing to becoming a Member.2.4 Becoming a member: process
An applicant for membership must complete and sign any application form and payment of the annual subscription. The signed written consent of every Member to become a Society Member shall be retained in the Society’s membership records. At its discretion, the Council may decline an application.2.5 Members’ obligations and rights
- All Members shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
- 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 is liable for an obligation of the Society by reason only of being a Member.
2.6 Subscriptions and fees
The annual subscription and any other fees for membership for the next financial year shall be set by resolution of the Annual General Meeting (which can also decide that payment be made by periodic instalments). Any Member required to pay an annual subscription or any levy and failing to pay (including any periodic payment) within 2 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 or to 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 Council may terminate the Member’s membership (without being required to give prior notice to that Member).2.7 Ceasing to be a member
A Member ceases to be a Member—- by resignation from that Member’s class of membership by written notice signed by that Member to the Council, or
- on termination of a Member’s membership following a dispute resolution process under this Constitution, or
- on death, or
- by resolution of the Council where—
- The Member has failed to pay a subscription, levy or other amount due to the Society within six calendar months of the due date for payment.
- In the opinion of the Council the Member has brought the Society into disrepute.
- the date of receipt of the Member’s notice of resignation by the Council (or any subsequent date stated in the notice of resignation), or
- the date of termination of the Member’s membership under this Constitution, or
- the date of death of the Member, or
- the date specified in a resolution of the Council and when a Member’s membership has been terminated the Council shall promptly notify the former Member in writing.
2.8 Obligations once membership has ceased
A Member who has ceased to be a Member under this Constitution—- remains liable to pay all subscriptions and other fees to the Society’s next balance date,
- shall cease to hold himself or herself out as a Member of the Society, and
- shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks and manuals),
- shall cease to be entitled to any of the rights of a Society Member.
2.9 Becoming a member again
Any former Member may apply for re-admission in the manner prescribed for new applicants. 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 Council.2.10 Optional Accreditation
A Member may apply to become a Fellow of the NZMS. A Fellow shall be a person who, is deemed by the Fellowship Committee (see paragraph below) to have demonstrated a high level of attainment or responsibility in mathematics and to have made a substantial contribution to mathematics, or to the profession of mathematician, or to the teaching or application of mathematics in New Zealand. The Council shall establish a Fellowship Committee to consider applications for designation as a Fellow. In its determinations, the Fellowship Committee shall discount interruptions to employment such as temporary unemployment and parental leave. An Honorary Member shall have the right to become a Fellow immediately upon application to the Council. A Fellow of the NZMS may use the abbreviation FNZMS. This designation and the corresponding abbreviation are the rights of that Member only while the member remains a financial member of the Society.3. General meetings
3.1 Procedures for all general meetings
The Council shall give all Members at least 30 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting. 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. Only financial Members may attend, speak and vote at General Meetings—- in person; or
- by means of audio link, audiovisual link, or other electronic communication; or
- by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, and
- no other proxy voting shall be permitted.
- All General Meetings shall be chaired by the President. If the President is absent, the Vice President shall chair that meeting.
- Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
- Any person chairing a General Meeting may —
- 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.
- 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
- In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.
- Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Council at least 10 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 Council 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.
3.2 Minutes
The Society must keep minutes of all General Meetings.3.3 Annual General Meetings: when they will be held
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 Council and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply. The Annual General Meeting must be held no later than the earlier of the following—- 6 months after the balance date of the Society
- 15 months after the previous Annual General Meeting.
3.4 Annual General Meetings: business
The business of an Annual General Meeting shall be to—- confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
- adopt the annual report on the operations and affairs of the Society,
- adopt the Council’s report on the finances of the Society, and the annual financial statements,
- set any subscriptions for the next financial year,
- elect the Incoming President in alternate years,
- elect members of Council,
- consider any motions of which prior notice has been given to Members with notice of the Meeting, and
- consider any general business.
- an annual report on the operation and affairs of the Society during the most recently completed accounting period,
- the annual financial statements for that period, and
- 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).
3.5 Special General Meetings
Special General Meetings may be called at any time by the Council by resolution approved by a simple majority. The Council must call a Special General Meeting if it receives a written request signed by at least 20 Members. Any resolution or written request must state the business that the Special General Meeting is to deal with. 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 Council’s resolution or the written request by Members for the Meeting. 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 in accordance with the Conflict of Interest Policy of the Society.4. Council
4.1 Council composition
The Council shall be the governing body of the Society. It shall consist of the President, one Vice President, and seven elected members. At least two of the Council members shall be residents of the North Island and at least two of the Council members shall be residents of the South Island. Editors of any journals the Society may publish, if they are not already members of the Council, shall have the right to attend meetings and vote on matters pertaining to their journals. Council may co-opt further members for limited periods for specific purposes. In addition to the above members, one Council member will be a representative appointed by the New Zealand Association of Mathematics Teachers. Any such members must satisfy the `Qualifications of Officers’ rule in Clause 6.2.4.2 Functions of the Council
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 Council, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.4.3 Powers of the Council
The Council has all the powers necessary for managing — and for directing 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. The Council shall determine the policies of the Society and shall supervise the affairs of the Society according to such by-laws as the Council may adopt. A by-law or amendment or repeal thereof shall come into effect thirty days after notification to the membership in a publication of the Society or otherwise in writing, unless during this thirty day period twenty members of the Society shall so petition and the by-law or amendment or repeal thereof shall then be submitted to a vote of the membership and shall not come into effect unless approved by a majority of those voting. However, this restriction shall not apply to those by-laws adopted by the time this Constitution is first ratified. The Council may enter into working arrangements and reciprocity agreements with other societies and organizations.5. Council meetings
Procedure
The Council shall meet at least once a year, and at other times if requested by the President or at least three members of Council. Members of Council shall be notified by the Secretary at least two weeks before any such Council meeting. In addition, a special meeting of the Council shall be held as soon as possible after the Annual General Meeting appoint a Secretary and a Treasurer who shall be chosen from among the members of Council. Five members of the Council shall constitute a quorum, provided that at least one of the members present shall be the President or the Vice President. Meetings of the Council shall normally be chaired by the President, if present, or by the Vice President. All matters at Council meetings shall be decided by a majority vote of members of Council present and voting. In the case of a deadlock, the Chairperson shall have a casting vote. A meeting of the Council may be held either—- by a number of the members of the Council who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
- by means of audio link, audiovisual link, or other electronic communication, by which all members of the Council participating and constituting a quorum can simultaneously hear each other throughout the meeting.
6. Officers
6.1 Officers of the Society
The Officers of the Society shall be as follows:
- The President
- The Vice President
- The Secretary
- The Treasurer
- Other Council members
6.2 Qualifications of officers
Every Officer must be a natural person who —- has consented in writing to be an officer of the Society, and
- certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society either by this Constitution or the Act.
6.3 Officers’ duties
At all times each Officer:- shall act in good faith and in what he or she believes to be the best interests of the Society,
- must exercise all powers for a proper purpose,
- must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,
- 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 the Society,
- the nature of the decision, and
- the position of the Officer and the nature of the responsibilities undertaken by him or her
- 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
- 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.
6.4 Election or appointment of officers
Prior to election or appointment as an Officer, a person must satisfy the `Qualifications of Officers’ rule in Clause 6.2. The election of Officers shall be conducted as follows.- Officers shall be elected during Annual General Meetings.
- If a current Council member is elected to the office of Incoming President the vacancy will be filled by the election of a further Council member for a term of three years. In this event if there are insufficient nominations to Council to cover this circumstance, then extra nominations will be called for immediately at the Annual General Meeting.
- 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 in Clause 6.2) shall be received by the Society at least 5 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.
- 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 Council (excluding those in respect of whom the votes are tied).
- 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.
- The failure for any reason of any financial Member to receive such Notice of the general meeting shall not invalidate the election.
6.5 Term
The elected members shall each serve for three years, expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office. These members may be available for re-election but shall not serve for longer than six years in succession. The term of the President/Vice President is four years on a 1-2-1 schedule (1 year as Vice President, 2 years as President, and then a final year as Vice President). No President shall serve on this 1-2-1 schedule consecutively. The usual term of a President/Vice President adheres to the following timetable.
AGM in year X (December) | Election to the role of Incoming President | Fulfils the roles of Vice President from the end of the AGM in year X until the 31st of December in year X+1 |
01 January in year X+2 | Becomes the President. The Vice President role is now fulfilled by the Immediate Past President. | |
AGM in year X+2 (December) | A new Incoming President is elected. | Continues as President. At the end of the AGM the new Incoming President takes the role of Vice President. The Immediate Past President ceases to be a member of Council. |
31 December in year X+3 | Term as President ends. Becomes the Vice President. | |
AGM in year X+4 (December) | A new Incoming President in elected | Term as Vice President finishes at the end of the AGM, ceases to be a member of Council. |
6.6 Removal of officers
An Officer shall be removed as an Officer by resolution of the Council or the Society where in the opinion of the Council or the Society —- The Officer has brought the Society into disrepute.
- The Officer has failed to disclose a conflict of interest.
- The Council passes a vote of no confidence in the Officer.
- Is removed as an Officer as provided for above.
- Becomes disqualified from being an Officer under section 47(3) of the Act.
- Otherwise vacates office in accordance with this Constitution.
6.7 Conflicts of interest
Conflicts of interest are dealt with by the provisions of the Act and the Conflict of Interest Policy of the Society.7. Records
7.1 Register of Members
The Society 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, and
- 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 contact details, including —
- A physical address or an electronic address.
- email address (if any)
- whether the Member is financial or unfinancial
- The former Member’s name, and
- The date the former Member ceased to be a Member.
7.2 Interests Register
The Council shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.7.3 Access to information for members
Access to information for members is dealt with by the provisions of the Act and the Access to Information for Members Policy of the Society.8. Finances
8.1 Control and management
The funds and property of the Society shall be—- controlled, invested and disposed of by the Council, subject to this Constitution, and
- devoted solely to the promotion of the purposes of the Society.
- correctly record the transactions of the Society, and
- allow the Society to produce financial statements that comply with the requirements of the Act, and
- enable the financial statements to be readily and properly audited
8.2 Balance date
The Society‘s financial year shall commence on 1st of July of each year and end on the 30th of June (the latter date being the Society’s balance date).9. Dispute resolution
This is covered by the Society’s Dispute Resolution Policy and Procedures which align with the provisions of the Act.10. Liquidation and removal from the register
Surplus assets
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 go to entities that further mathematics research and research.11. Alterations to the constitution
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. If no objection from a Member is received within 20 working days after the date on which the notice is sent, the amendment is approved. If such an objection is received, the amendment is not approved. 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. Every amendment and/or replacement of the Constitution must be in writing. Any proposed resolution to amend or replace this Constitution shall be signed by at least 2 per cent of Financial Members and given in writing to the Council at least 40 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. The Council has the power to propose a resolution to amend or replace this Constitution. At least 20 Working Days before the General Meeting at which any amendment is to be considered the Council shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Council has. 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. The amendment shall also be notified to Charities Services as required by section 40 of the Charities Act 2005.12. Method of contracting
A contract or other enforceable obligation may be entered into by the Society as follows:- An obligation that, if entered into by a natural person, would, by law, be required to be by deed may be entered into on behalf of the Society in writing signed under the name of the Society by the President and one other Officer of the Society.
- 2. An obligation that, if entered into by a natural person, is, by law, required to be in writing may be entered into on behalf of the Society in writing by the President acting under the Society’s express or implied authority.
- An obligation that, if entered into by a natural person, is not, by law, required to be in writing may be entered into on behalf of the Society in writing or orally by the President acting under the Society’s express or implied authority.