NZMS Constitution | New Zealand Mathematical Society

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.

‘Member’ means a person who has consented to become a Member of the Society and has been properly admitted to the Society and who has not ceased to be a Member of the Society. ‘Financial Member’ means a Member who has paid by the relevant due date the membership subscription (which may be zero for some classes of membership). Financial Members have voting rights. ‘Notice’ to Members includes any notice given by email, post, or courier. ‘Officer’ means a natural person who is an Officer within the Constitution. ‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act. ‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution. ‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes. ‘Working Days’ mean as defined in the Legislation Act 2019. 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 Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

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.

Any income, benefit, or advantage must be used to advance the charitable purposes of the Society.

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.

The Secretary will act as the primary contact person. Up to two additional contact persons may be appointed by Council. Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:

a physical address or an electronic address, and
a telephone number.

Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Society becoming aware of the change.

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.

In that case membership will terminate from (as applicable)—

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.

No General Meeting may be held unless at least 20 eligible Financial Members including any proxies attend throughout the meeting, and this will constitute a quorum. If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the President of the Society, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum. 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 chairperson or of 2 or more Members present, by secret ballot. Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy and voting at a General Meeting or voting by remote ballot. Any decisions made when a quorum is not present are not valid.

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.

The Council must, at each Annual General Meeting, present the following information—

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.

A resolution of the Council is passed at any meeting of the Council if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Council shall have one vote. Council is able to pass resolutions by writing in lieu of a meeting if at least 75% of the votes cast on it are in favour of a resolution. A written resolution may consist of one or more documents in similar form (including letters, electronic mail, or other similar means of communication). Except as otherwise provided in this Constitution, the Council may regulate its own procedure.

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

The President shall be ex officio a member of all committees, and unless otherwise agreed, shall deliver the Annual Report of the Council at the Annual General Meeting. Unless otherwise agreed, the Secretary shall be responsible to the Council for the records of meetings and correspondence of the Society. Unless otherwise agreed, the Treasurer shall be responsible to the Council for the records of membership and the management of the financial affairs of the Society in accordance with the policies determined by the Council. The Treasurer shall keep the Society’s financial records and prepare the necessary financial statements.

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.

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, Each consent and certificate shall be retained in the Society’s records.

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.

The Vice President shall normally be either the person who held the office of President immediately before the President in office (in which case they shall be known as the “Immediate Past President”) or the person elected towards the end of the first year of a President’s term of office to succeed the President in the following year (in which case they shall be known as the “Incoming President”). Any vacancy in the Council occurring other than by the normal expiration of a term of office, may be filled by an appointment of the Council. Officers thus appointed shall hold office until the next Annual General Meeting. When the vacancy is in the office of President of the Society, the Vice President shall be appointed President. In the event of the Incoming President resigning during his/her term of office, the next President shall be elected at the following Annual General Meeting.

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 31^st 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.

If the President vacates their position during their two-year term the Vice President shall be appointed President. When the Vice President at the time is the Incoming President, their term as President shall be at least 18 months and not more than 30 months. When the Vice President is the Immediate Past President, their term as President shall be until the next Annual General Meeting. When there are vacancies in both the office of President of the Society and Vice President, the President shall be appointed by the Council and their term will also be until the next Annual General Meeting. A new President will then be elected at the following Annual General Meeting, and they will take up the office immediately without first serving as Vice President. Any interim vacancy in the office of Vice President shall be filled by an appointment of the Council The term of office of the Secretary and Treasurer shall be one year, but these officers shall be eligible for re-appointment.

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.

with effect from (as applicable) the date specified in a resolution of the Council or Society. An Officer ceases to hold office if the person —

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.

The register will also include each Member’s —

email address (if any)
whether the Member is financial or unfinancial

Every current Member shall promptly advise the Society of any change of the Member’s contact details. 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:

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.

The Council shall maintain bank accounts in the name of the Society. All money received on account of the Society shall be banked within 10 Working Days of receipt. All accounts paid or for payment shall be submitted to the Council for approval of payment. The Council must ensure that there are kept at all times accounting records that—

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

The Council must establish and maintain a satisfactory system of control of the Society’s accounting records. 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.

8.2 Balance date

The Society‘s financial year shall commence on 1^st of July of each year and end on the 30^th 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.