Proposed new EP Constitution.

Apr 12, 2025

ELMWOOD PARK BOWLING CLUB: PROPOSED CONSTITUTION.

Why is this proposed constitution necessary?

The Incorporated Societies Act 2022 (the ‘new Act’) replaces the Incorporated Societies Act 1908 under which EPBC is registered. The new Act requires all 24,000 incorporated societies to update their rules (constitution) and re-register under the new Act before April next year. EPBC’s executive committee has resolved to call a Special General Meeting to be held on 4 May 2025 to adopt the proposed constitution in replace of our existing constitution. At the SGM a quorum (25 per cent of those entitled to vote) must be present and two-thirds of those present must vote in favour of the proposed constitution for it to become EPBC’s new constitution.

What’s new? Bowls New Zealand template followed where appropriate.

The proposed constitution’s format is different in several respects from our existing constitution. Bowls New Zealand distributed a template and asked bowling clubs to follow it, where they felt able to do so, in the hope that New Zealand bowling clubs’ constitutions and their members’ rights and entitlements in future are similar. So, the proposed constitution largely follows the template, especially the template’s terminology and setting-out.
There are differences.
EPBC’s subcommittee which drafted the proposed constitution re-drafted a number of the template’s rules for clarity’s sake; removed internal inconsistencies and incorrect cross-references; described more clearly categories of players and the objects and powers of the club and the board (now called the executive committee); and incorporated provisions from the present constitution not present in the template,

such as the rules relating to the Donald Place Investment Fund.

There will be a Q.and A.session for those interested at 4 pm on Friday 25th April at the Club.
In the meantime, any one with any queries is asked to contact Chris or Neil.

The email dated 4 – 4 – 25, [New Constitution] gives a more detailed breakdown.

Elmwood Park Bowling Club Incorporated Constitution.

PART I – OBJECTS & POWERS

1. Name: the name of the Club is Elmwood Park Bowling Club (“the Club”).

2. Interpretation

“Act” means the Incorporated Society Act 2022(‘the Act”) or any Act which replaces it (including amendments to it from time to time), and any Act which replaces it.

“Affiliation Fee”means a fee payable by each Club to Bowls New Zealand and the Centre as specified at the Bowls New Zealand and Centre AGM’s.

“AGM” means an Annual General Meeting of the Club convened pursuant to Rule 21.1 (AnnualGeneral Meeting).

“Appointed Personnel” means any individuals who are appointed to positions of responsibility at the Club by the Board, including coaches, greenkeepers, selectors, umpires, and tournament directors, but excludes any Officer.

“Board” means the body that is responsible for the governance and management of the Club as described in this Constitution.

“Board Member” means any person elected or co-opted to the Board in accordance with this Constitution.

“Bowls New Zealand” means Bowls New Zealand Incorporated.

“Bowls New Zealand Board” means the Board of Bowls New Zealand.

“Bowls New Zealand Constitution” means the constitution of Bowls New Zealand.

“Bowls New Zealand Judicial Committee” means the Bowls New Zealand judicial committee established in accordance with the Bowls New Zealand Regulations or, in the absence of such Bowls New Zealand Regulations, as determined by the Bowls New Zealand Board.

“Bowls New Zealand Regulations” means the regulations of Bowls New Zealand made in accordance with the Bowls New Zealand Constitution. All Bowling Clubs and these members are bound by these regulations.

“Casual Member” means a member described in Rule 8.

“Centre” and “the Centre” means Bowls Canterbury.

“Centre Board” means the management committee, board, or other committee, however described, of the Centre that is responsible for the governance of the Centre.

“Centre Board Member” means a person appointed to the Centre Board.

“Centre Constitution” means the constitution of the Centre of which the Club is a member.
“Centre District” means the geographical area of Bowls Canterbury Inc.
“Centre Level” means during, or in connection with, a Game(s) of Bowls held by a Centre which is not part of a National Event, or which involves Members whether or not connected to a Game(s) of Bowls other than at a National Event or at Club Level or International Level.
“Centre Manager” means the person designated by the Centre as responsible for the functions of the Centre Manager as specified in this Constitution and the Centre Constitution (who may also be known as the Centre Secretary).
“Centre Regulations” means the regulations of the Centre of which the Club is a member.
“Chairperson” has the meaning specified in Rule 16.3 (Chairperson).
“Club” means Elmwood Park Bowling Club Incorporated.
“Club Level” means during or in connection with, a Game(s) of Bowls held by the Club which is not at Centre Level or part of a National Event, or which involves Members whether or not connected to a Game(s) of Bowls other than at Centre Level, at a National Event or International Level.

“Club Regulations” means any regulations promulgated by the Board pursuant to Rule 30 (Club Regulations).

“Constitution” when used in relation to the Club means this Constitution together with any amendments.

“Contact Details” means a physical or email address and a telephone number.

“Contact Person” means a person holding the position of contact person for the Club, being the person, the Registrar of Incorporated Societies can contact when needed.

“Day” does not include public holidays as defined in the Holidays Act 2003, and in calculating day/s’ or week/sunder this constitution, public holidays shall not be taken into account so that where, for example, a public holiday falls within a notice period, that notice period shall be extended by the number of public holidays falling within that period.

“Delegate” means a person appointed by the Club under Rule 20.1 to represent the Club at General Meetings of the Centre.

“Disputes and Complaints” means a situation where a Member has a grievance or difference about the meaning or effect of any rule, provision, decision, policy, practice, right, privilege or direction determined by another Member or the Club. A Dispute shall not include any

grievance or difference about the meaning or effect of any rule of the Bowls New Zealand Anti-Doping and Anti-Match Fixing Domestic Regulations, any decision of the Bowls New Zealand Board, or a matter which involves an allegation of Misconduct.

“Former Constitution” means the constitution of the Club which was in place immediately prior to the adoption of this Constitution.

“Financial Year” means the period from 1 April to 31 March in each year, unless otherwise determined by the Board.
“Game of Bowls” means the game played on outdoor or indoor flat greens and defined in more detail by the Laws of the Sport.
“General Meeting” means either an AGM or a SGM of the Club.
“Governing Documents” means this Constitution, the Club Regulations (if any), the Centre
Constitution, the Centre Regulations (if any), the Bowls New Zealand Constitution, and the Bowls New Zealand Regulations.

“Individual Member” means a person who is a member of Bowls New Zealand, and/or a Centre and/or a Club pursuant to Rule 7, 8 & 9 of this Constitution and includes Life Members, Playing Members, Limited Playing Members, Non-Playing Members and Casual Members.

“Intellectual Property” means all rights and goodwill in any copyright works, business names, names, trademarks (or signs), logos, designs, patents or service marks relating to the Club or any event, or any competition or bowls activity or programme of or conducted, promoted or administered by the Club provided that such property is not the intellectual property of Bowls New Zealand as defined in the Bowls New Zealand Constitution.

“Interests Register” means the Register held and maintained by the Secretary under section

73 of the Act in which is recorded the information referred to in Rule 16.5.

“International Level” means during, or in connection with, a Game(s) of Bowls held between New Zealand and another country or a region situated outside of New Zealand, or which involves individuals who are Appointed Personnel appointed by the Bowls New Zealand Board,

Officers, appointed or elected in accordance with the Bowls New Zealand Constitution, and/or National Representatives, whether or not connected to a Game(s) of Bowls.

“Laws of the Sport” means the laws for playing the Game of Bowls as approved by World Bowls.

“Life Member” means any person who has been granted life membership of the Club pursuant to Rule 9 (Life Membership) of this Constitution, and any person who was granted life membership of the Club under the former Constitution of the Club (unless their membership has been terminated by the Club or they have resigned from membership).

“Limited Playing Member” means a member described in Rule 7.2.

“Member” means a member described in Rule 6.

“Membership Form” means the prescribed Bowls New Zealand membership form (if any) or any other form which the Club and Bowls New Zealand agree is suitable for collection of information from persons seeking to be Members of the Club.

“Membership Year” means each twelve month period from 1 July to 30 June unless otherwise determined by the Board.

“Misconduct” means, but shall not be restricted to, situations where a Member:

a) breaches any provision of the Laws of the Sport;

b) deliberately loses or attempts to lose a Game of Bowls or plays unfairly; unless it is match fixing in which case the Bowls New Zealand Anti-Match Fixing Domestic Regulation shall apply;

c) alters a bowl after it has been stamped by a registered bowls tester without submitting it for retesting and restamping;

d) at any event, function or activity of the Club whilst on the property of the Club, uses

any profane, indecent or improper language;

e) at any time or place engages in offensive or insulting behaviour towards the Club, or any member of the Club, or any visitors to the Club, or any person acting for or on behalf of the Club;

f) breaches:

i. any provision of the Constitution, or the Bowls New Zealand Constitution or the constitution of a Centre;

ii. this Regulation or the regulations (other than the Bowls New Zealand Anti- Doping Regulation), by-laws or other rules (however described) of Bowls New Zealand or a Centre;

iii. any policies of the Club, Bowls New Zealand or a Centre;

iv. any reasonable direction of the Club, Bowls New Zealand or a Centre (or person authorised on their behalf);

v. any decision of a General Meeting, the Board or any decision of any equivalent bodies of Bowls New Zealand or a Centre;

g) acts in a manner which brought, or could bring, the Club, Bowls New Zealand, or a Centre into disrepute;

h) acts in a manner unbecoming of a Member, or which is prejudicial to the Objects and/or the objects of Bowls New Zealand and/or a Centre;

i) fails or refuses, for a period of one calendar month to pay any fine or monetary penalty imposed by the Club, Bowls New Zealand, and/or a Centre or any authority under the jurisdiction of the Club, Bowls New Zealand, or a Centre; and/or
j) aids or abets any of the conduct specified in (a) to (i) above.

“National Event”

means a bowls event held by, or under the auspices of, or administered by Bowls New Zealand and held at a Centre or Club venue as determined by Bowls New Zealand. National Events may be held on an open, invitation, or limited entry basis. A National Event shall be deemed to start at the commencement of the official opening, manager’s meeting or pre-event briefing immediately preceding the event (whichever is the earlier) and shall end at the conclusion of the official closing, prize giving or official Bowls New Zealand function for the

event (whichever is the latter).

“Non-Playing Member”

means a member described in Rule 7.3.

“Not -for -profit entity” has the meaning given to that expression by the Act.

“Objects” means the objects of the Club as specified in Rule 4 (Objects) of this Constitution.

“Officer” means an individual who is appointed or elected to a position of office in the Club in accordance with this Constitution (such as the Patron or a Board Member).

“Official” means any individuals who are Appointed Personnel or Officers.

“Ordinary Resolution” means a resolution passed by a majority of the votes properly cast by those Voting Members present and entitled to vote at the General Meeting at which the vote is occurring.

“Playing Member” means a member described in Rule 7.1.

“President” and “Vice-President” means the President and Vice-President of the Club elected in accordance with this Constitution.

“Privacy Officer” means the person appointed by the Board to address privacy matters at the Club.

“Register of Members” means the register described in Rule 11 (Register of Members).

“Rules” means the rules of this Constitution.

“Rules of the Sports Tribunal” means the rules of the Sports Tribunal of New Zealand.

“Safety Officer” means the person appointed by the Board to address Health & Safety matters at the Club. Also known as Health & Safety Officer.

“Secretary” means the secretary or equivalent officer of the Club.

“SGM” means a Special General Meeting of the Club convened in accordance with this Constitution.

“Special Resolution” means a resolution passed by two-thirds of the votes properly cast by those Voting Members present and entitled to vote at the General Meeting at which the vote is occurring.

“Sports Tribunal” means the Sports Tribunal of New Zealand established under the Sport and Recreation New Zealand Act 2002 and continued under the Sports Anti-Doping Act 2006.

“Voting Members” means those persons entitled to vote at General Meetings of the Club as

specified in this Constitution.

“Working Days” has the meaning given to that expression by the Interpretation Act 1999.

Note: In this Constitution:

a) a gender includes all other genders;
b) the singular includes the plural and vice-versa;

c) any reference to legislation includes any regulation, order-in-council or other instrument issued or made under that legislation, and any modification or re-enactment of that legislation, or any legislation enacted in substitution of that legislation;

d) any agreement includes that agreement as modified, supplemented, innovated, or substituted from time to time;

e) a reference to persons includes bodies corporate;

f) a reference to a person includes the legal personal representatives, successors and permitted assigns of that person; and

g) the contents page is for reference only and is to be ignored in construing this Constitution.

3. Registered Office and Contact Persons

3.1. The registered office of the Club shall be at such place as determined by the Board of the Club from time to time.

3.2. At its first meeting following an AGM, the Board must appoint or reappoint at least one, and a maximum of three, persons to be the Contact Person(s) subject to those persons meeting the eligibility criteria set out in the Act. The Board must advise the Registrar of Incorporated Societies of any change in the Contact Person or that person’s Contact Details.

4. Objects

4.1. The objects of the Club are to:

a) be responsible for the administration, promotion, and development of the Game of Bowls;

b) encourage participation in the Game of Bowls as a game which provides health, recreation, and other community benefits for all New Zealanders.

c) be a member of Bowls New Zealand and the Centre and, to the extent applicable, comply with and enforce the Bowls New Zealand Constitution, the Bowls New Zealand Regulations, the Centre Constitution, and the Centre Regulations;

d) encourage achievement in the Game of Bowls;

e) enforce the Laws of the Sport;

f) promote the health and safety of all participants in the Game of Bowls;

g) encourage and promote the Game of Bowls as a sport to be played in a manner which upholds the principles of fair play and is free from doping, match fixing or any other activity that would compromise these principles;

h) provide information, assistance, support, and resources to its Members;

i) manage the financial affairs of the Club consistent with best business practice;

j) where appropriate, give and seek recognition for Members for their involvement in the Game of Bowls or other services to the community;

k) allow Members and others to use the premises, facilities, and equipment of the Club and impose conditions on such use;

l) encourage the improvement of the premises and facilities of the Club to facilitate the enjoyment of the Game of Bowls by Members and the community;

m) develop and train players, Officials, and other personnel involved in the Game of Bowls;

n) promote the amalgamation of women’s and men’s bowls Clubs.

o) apply its property and capacity in pursuit of the objects of Bowls New Zealand, the Centre, the Club, and the Game of Bowls;

p) subject to the licence and lease between the Club and the Christchurch City Council regarding the Club’s bowling green number 1 (adjacent to the Club’s clubrooms) and bowling green number 2 (Elmwood Park) respectively, grant the use of the premises, facilities and equipment of the Club upon such conditions as shall be reasonable and proper, and to such users as the Club may think fit and to determine conditions

regulating the activities of such users subject to the Bowls NZ Constitution, the Bowls NZ Regulations, the Centre Constitution and the Centre Regulations.

q) do all that is reasonably necessary to enable the objects of Bowls New Zealand, the objects of the Centre and these Objects to be achieved.

r) act in good faith and with loyalty to ensure the maintenance and enhancement of Bowls New Zealand, the Centres, the Club, and the Game of Bowls, and their standards, quality, and reputation for the collective and mutual benefit of the Members and the Game of Bowls;

s) at all times operate with, and promote, mutual trust and confidence between Bowls New Zealand, the Centres, the Club, and the Members, in pursuit of these Objects; and
t) at all times to act on behalf of, and in the interests of, the Members and the Game of Bowls.
5. Powers

5.1. The powers of the Club are to:

a) establish a Board, committees and other groups and to delegate its powers and functions to such groups;

b) purchase, lease, hire, or otherwise acquire and hold real and personal property, rights, and privileges;

a) if resolved by a majority of Members entitled to vote at a General Meeting convened inter alia for that purpose, the Club may borrow, invest, loan or advance monies and secure the repayment of such sum or sums as they see fit, and, in particular by mortgages, bonds, debentures or charges on all or any of the Club’ assets (both present and/or future), provided the interest paid on such monies must not exceed the current market rate, (and to purchase, redeem and pay off such liabilities), unless the recipient of such monies loaned or advanced are promoting the Game of Bowls.

b) sell, lease, mortgage, charge or otherwise dispose of any property of the Club and to grant such rights and privileges of such property as it considers appropriate;

c) obtain any appropriate insurance cover in respect of Rule 37.1 (Indemnity), and the Club’s real and personal property or relating in any way to the Club’s activities;

f) determine, raise, and receive money by subscriptions, donations, fees, levies, charges, the sale of goods and services, gate charges, sponsorship, government funding, local authority funding and gaming grants or otherwise;

g) construct, maintain and alter any buildings, premises or facilities and carry out works it considers necessary or desirable for the advancement or improvement of such buildings, premises, or facilities;

h) determine regulations, policies and procedures for the governance, management and operations of the Game of Bowls in the Club which are not inconsistent with the Bowls New Zealand Constitution, Bowls New Zealand Regulations, the Centre Constitution, or the Centre

Regulations;

i) determine, implement, and enforce disciplinary procedures for its Members, including imposing sanctions provided that such procedures are consistent with the Bowls New Zealand Constitution, Bowls New Zealand Regulations, the Centre Constitution, and the Centre Regulations;

j) engage and/or employ people and organisations to work for and with the Club, (and terminate their employment and/or engagement) provided that the payment for such services shall not exceed the market rate;

k) be a member of, and contribute to the administration and promotion of, Bowls New Zealand, the Centre, and the Game of Bowls in New Zealand;

l) be a member of the Centre and Bowls New Zealand;

m) determine who are its Members in accordance with the Bowls New Zealand Constitution and the Centre Constitution;

n) establish and maintain a Board, committees, and other groups and to delegate its powers and functions to such groups;

o) deliver programmes for competing, coaching, and officiating of the Game of Bowls at Club level which align with any Bowls New Zealand, or Centre programmes and initiatives, including any nationally branded programmes developed by Bowls New Zealand;

p) establish, organise, and control bowls competitions, tournaments, and events in the Club, including determining the rules and conditions of entry for such competitions, tournaments and events provided that such competitions, tournaments and events comply with the Bowls New Zealand Constitution, the Bowls New Zealand Regulations, the Centre Constitution, and the Centre Regulations;

q) award, grant, or otherwise honour achievement and services to the Game of Bowls and the Club;
r) select Club representatives including players and Appointed Personnel;
s) establish, maintain, and have an interest in corporate or other entities to carry on and conduct any part of the affairs of the Club and for that purpose, to utilise any of the assets of the Club;
t) print and publish documents and implement any computer or electronic systems or software packages that the Club may consider desirable for the promotion of its Objects;
u) produce, develop, create, licence, and otherwise exploit, use, and protect the Intellectual Property of the Club;
v) purchase or otherwise acquire all or any part of the property, assets, and liabilities of any one or more companies, institutions, incorporated societies, or organisations whose activities or objects are similar to those of the Club, or with which the Club is authorised to amalgamate or merge, or generally for any purpose designed to benefit the Club;
w) subject to the licence and lease between the Club and the Christchurch City Council regarding the Club’s bowling green number 1 (adjacent to the Club’s clubrooms) and bowling green number 2 (Elmwood Park) respectively, grant the use of the premises, facilities and
equipment of the Club upon such conditions as shall be reasonable and proper, and to such
users as the Club may think fit; and
x) do any other acts or things which further the Objects.
5.2.The powers specified in Rule 5.1 shall not limit the rights and powers of the Club as an incorporated society under the Incorporated Societies Act 2022.

PART II – MEMBERSHIP

6. Membership

6.1. Membership Categories: The categories of membership of the Club, (collectively called “Members”) shall be:

a) Playing Members as described in Rules 2 (Interpretation) and 7.1;

b) Limited Playing Members as described in Rules 2 (Interpretation) and 7.2;

c) Non-Playing Members as described in Rules 2 (Interpretation) and 7.3;

d) Life Members as described in Rules 2 (Interpretation) and 9.

e) Casual Members as described in Rule 8; and

f) Other categories determined by the Club.

6.2. Subcategories of Membership: Within the membership categories, specified in Rule 6.1, there may be subcategories of membership (such as Life Members or students) as determined by the Board.

6.3. Administration: Following the approval of a new Member, the Secretary shall:

a) update the Club’s Register of Members; and

b) notify the Centre and Bowls New Zealand of the new Member with the details necessary to record the new Member on the Centre and Bowls New Zealand registers of members.

6.4. General Rights & Obligations of Members: In addition to any specific rights and obligations specified in this Constitution, all Members acknowledge and agree that:

a) the Governing Documents constitute a contract between each of them and the Club, the Centre, and Bowls New Zealand and they are bound by the Governing Documents;

b) they shall comply with and observe the Governing Documents, and any determination, resolution or policy which may be made or passed by the Board, the Centre Board, or the Bowls New Zealand Board;

c) they are subject to the jurisdiction of the Club, the Centre, and Bowls New Zealand;

d) the Governing Documents are necessary and reasonable for promoting the Objects of

the Club, the objects of the Centre, and the objects of Bowls New Zealand;

e) the Governing Documents are made in the pursuit of a common object, namely the mutual and collective benefit of the Members, the Club, the Centre, Bowls New Zealand, and the Game of Bowls; and

f) they are entitled to all benefits, advantages, privileges, and services of membership as conferred by the Governing Documents.

7. Playing Members, Limited Playing Members & Non-Playing Members.

7.1. Playing Members: All Playing Members shall be entitled to:

a) all the playing and other privileges and advantages of membership of the Club;

b) full or limited use of the Club’s green or greens, as determined by the Board and as otherwise limited by the Bowls New Zealand Regulations and the Centre Regulations;

c) hold office in the Club;

d) speak and vote at General Meetings of the Club;

e) enter into any bowling competition, tournament, or match held by the Club in accordance with any specific rules for the competition, tournament, or match; and

f) if selected, represent the Club in competitions, tournaments, and matches.

7.2. Limited Playing Members: All Limited Playing Members shall:

a) be entitled to such privileges and advantages of membership of the Club as determined

by the Board;

b) be entitled to play in approved bowls events within the boundary of the physical club;

c) not be entitled to participate in club championships or any centre events;

d) be entitled to participate in any event at any other bowling club, provided the other bowling club permits such participation;

e) shall not be entitled to hold office in the Club;

f) shall not have any voting rights; and

g) be entitled to speak at General Meetings of the Club with the Chairperson’s permission.

7.3. Non-Playing Members: All Non-Playing Members:

a) Shall be entitled to such privileges and advantages of membership of the Club as determined by the Board;

b) shall not be entitled to hold office in the Club

c) shall not have any voting rights; and

d) shall be entitled to speak at General Meetings of the Club with the Chairperson’s permission.

7.4. Applications for Playing, Limited Playing and Non-Playing Membership: Unless Rule 7.8 (Renewal of Membership) applies, all applications for membership of the Club as a Playing Member, Limited Playing Member or a Non-Playing Member must:

a)Complete and sign the application on the application form provided;

submit the form to the Secretary (or another authorised representative of the Club) in writing, which completed form must include the full names of the applicant, the applicant’s address, the class of membership to which the applicant desires admission, and such other

particulars as are specified in the form; and sign an acknowledgement that upon acceptance as a Member the individual is bound by the Governing Documents;

b) notify the Club if they have previously been a member of any other club which is a member of Bowls New Zealand or other national bowls federation;

c) agree to pay the applicable subscription(s), levies or charges by the date(s) specified by the Board; and

d) be considered by the Board in accordance with Rule 7.6 (Consideration).

7.5. Member Consent: A person consents to become a Member by submitting their application form and paying their fees, unless otherwise specified in this Constitution.

7.6. Consideration: Upon receipt of a properly completed application under Rule 7.4 (Applications for Playing, Limited and Non-Playing Membership), the Board shall determine whether the application is accepted. The Board may refuse to accept any applicant for

membership on any grounds. The Board is not required to give reasons for any refusal to grant membership but may choose to do so.

7.7. Duration of Membership for Playing Members, Limited Playing Members and Non-Playing Members: The duration of membership at the Club (and thus also membership of the Centre and Bowls New Zealand) for all Playing Members, Limited Playing Member and Non-Playing Members (except Life Members) shall:

a)commence on:

i) the commencement date specified in the Membership Form; or

ii) if no commencement date is specified in the Membership Form, then on the date the person’s membership is accepted by the Board; or

iii) 1 April each year (unless otherwise determined by the Board) for all Playing Members, Limited Playing Members and Non-Playing Members who renew their membership in accordance with Rule 7.8 (Renewal of Membership); and

b) unless the membership is terminated early in accordance with this Constitution, it shall continue until the end of membership date as specified in the Membership Form; or

c) if no end date is specified then 30 June (unless otherwise determined by the Board), as it occurs within the twelve-month period following commencement of membership.

7.8. Renewal of Membership : A Playing Member, Limited Playing Member or Non-Playing Member (excluding any Life Member) may annually renew their membership with the Club (and thus the Centre and Bowls New Zealand) without having to complete the requirements

specified in Rule 7.4 (Applications for Playing, Limited Playing Member and Non-Playing

Membership) by:

a) indicating to the Club that they wish to continue their membership; and

b) paying their annual subscription.

8. Casual Members

8.1. Casual Members: Every Casual Member:

a) shall be entitled to play in the event(s) for which they have registered;

b) shall be entitled to participate in other non-playing activities at the Club as determined by the Board;

c) shall not be entitled to hold office in the Club;

d) shall not have any voting rights;

e) shall be entitled to speak at General Meetings of the Club with the Chairperson’s permission;

f) shall be entitled to use the club facilities for the one-off bowling event/function or the specified limited period of the event/function for which they are registered.

8.2. Applications for Casual Membership: The Board shall determine the manner in which casual members are accepted into the club.

8.3. Duration of Membership for Casual Members: Unless a Casual Member’s membership is terminated earlier in accordance with this Constitution, Casual Members shall be Members of the Club for the period specified by the Club or for the period of the event(s) for which they have registered.

9. Life Members

9.1. A Member who has rendered outstanding service to the Club and who wishes to utilise the bowling privileges of the Club, may be elected as a life member. Every such proposal shall be made in writing setting out the basis upon which the proposer considers the Member or

former Member has rendered outstanding service to the Club.

9.2. Every proposal for a life membership shall first be considered by the Board and if approved by it, submitted to a ballot at a General Meeting. A special resolution of Voting Members present and entitled to vote at the General Meeting shall be necessary to effect such election.

9.3. A Life Member shall not be liable for payment of any annual subscription. Life Members shall have the same rights and privileges as playing members.

9.4. Unless a Life Member’s membership is terminated early in accordance with this Constitution, life Members shall be Members of the Club for their lifetime without any need to comply with Rule 7.8 (Renewal of Membership), commencing on the date their life membership is

granted.

10. Subscriptions & Other Fees

10.1. Annual Subscriptions: The annual subscription fee(s) due and payable to the Club for each category of Member, (including any variations of membership categories), other than for Life Members, shall be determined as follows:

a) the Board shall recommend the annual subscription fee(s) for Members (including any variations for any subcategories of these membership categories) for consideration at a General Meeting; and

b) the recommended annual subscription fee(s) shall be approved at a General Meeting and if they are not approved the fee(s) shall remain the same as the previous year.

10.2. Additional Fees, levies and charges: In addition to the annual subscription fee(s) for Members, the Board may, in its discretion, specify administration, entry, levy or other fees or charges for particular competitions, tournaments, matches or any Club activities of whatever nature, which may be due and payable by any category of Member including

Casual Members.

10.3. Payment Date(s): The Board may determine, in its discretion, the due date(s) for payment of any amounts referred to in Rule 10.2.

10.4. Reduction: The Board has the power to reduce the annual subscription fee(s) payable by any person seeking to join the Club in any category of membership if the person is seeking to join the Club after the Membership Year has commenced.

10.5. Default by Members: If a Member (except a Life Member) has not paid their annual subscription fee(s) or any other moneys owing to the Club within 30 Days of the due date for payment then that person’s membership may be suspended and that person shall not be entitled to exercise or enjoy any right, privilege, or advantage of membership until all such moneys have been paid, unless the Board determines otherwise in special circumstances. Before any suspension can take effect, the Club must give written notice to the Member concerned of the outstanding moneys owed.

10.6. Default by Casual Members: If a Casual Member owes any money to the Club, then the Secretary may, in his or her discretion, suspend the Casual Member’s membership and that person shall not be entitled to exercise or enjoy any right, privilege, or advantage of membership until all such moneys have been paid, unless the Board determines otherwise in special circumstances. Before any suspension can take effect, the Club must give notice to the Member concerned of the outstanding moneys owed.

10.7. Penalty: The Board may determine a penalty payment (or payments) for any defaultin payment of any annual subscription fee(s), charges, levies or other fees by a Member.

11. Register of Members

11.1. Membership Return: The Club shall complete an annual return setting out details of all Members of the Club for the purposes of:

a) enabling the Club, Centre, and Bowls New Zealand to comply with the Incorporated Societies Act 2022 (by recording the name, address, contact details and date of joining of each Member);

b) determining the exact numbers of each category of Member (as outlined in Rule 6.1 –Membership Categories);

c) determining the exact amount of the fees payable by the Club to the Centre and/or Bowls New Zealand (where applicable);

d) enabling the Club, the Centre, and Bowls New Zealand to meet any contractual statistics and legal obligations they may have, including the provision of membership lists containing the names and contact details of Members.

11.2. Filing Annual Return: The Club’s annual return for the period determined by the Board, or in default of such determination for 1 January to 31 December, shall be sent to Bowls New Zealand by 31 January in each year. The Club’s annual return must be certified as true and correct by the Club’s President and/or Secretary.

11.3. Failure to File Return: If the Club fails to forward a full and accurate completed return of all of its Members in the required format by the due date, it shall be deemed to have had its membership of the Centre and Bowls New Zealand suspended and the Members shall be debarred from entering into any Centre or Bowls New Zealand competition or tournament until such time as a completed return is filed by the Club. However, the Club is not required to include in its return of Members the particulars of any Member who has applied for exemption under Rule 11.5 (Exemptions) until such time as the application has been finally determined.

11.4. Privacy Act 2020:
a) It is a condition of membership of the Club that each Member provide certain personal information about themselves, including their names, Contact Details, date of joining and the other mandatory personal information sought in the membership application form. For the

purposes of Principles 10-11 of the Privacy Act 2020, the use or disclosure of personal information obtained pursuant to Rule 11.1 (Membership Return) shall, subject to the provisions of Rule 11.5 (Exemptions), be a use or disclosure of information authorised by the

individual concerned or a use or disclosure connected with or directly related to the purpose for which the information was obtained.

b) The membership application form shall include an acknowledgement by the applicant that as a condition of membership of the Club, the applicant consents pursuant to the Privacy Act 2020 to personal information being included in a membership list for display in the Clubhouse and/or circulation to the members and inclusion in the annual statistical return supplied by the Club to the Centre for any one or more of the following purposes:

i) the Centre’s records (including levy purposes);

ii) publication and distribution in the Centre’s handbook;

iii) for forwarding to Bowls New Zealand for its records, including capitation purposes; and

iv) publication in the Club’s handbook.

11.5. Exemptions: Notwithstanding the provisions of Rule 11.4 (Privacy Act 2020):

a) should any person object to the disclosure of personal information in the manner prescribed by the Club, they may make application to the Club’s Privacy Officer for anexemption. Any application to the Privacy Officer for exemption under this provision shall fully state the grounds upon which the applicant relies; and

b) any person dissatisfied with the decision of the Privacy Officer under this Rule may request that the matter be considered by the Board whose decision shall be final. The Board may, if it wishes to do so, seek input from Bowls New Zealand before making any final

determination.

11.6. Inspection of Register: Any entry on the Register of Members shall, in respect of a Member, be available for inspection by that Member, upon reasonable request and in compliance with the Privacy Act 2020.

12. Resignation, Suspension & Termination of Membership

12.1. Methods: A Member’s membership of the Club shall end in any of the following circumstances:

a) expiry of their membership, unless the person has renewed their membership in accordance with Rule 7.8 (Renewal of Membership);

b) resignation of membership as described in Rule 12.2 (Resignation);

c) termination for default in fees as described in Rule 12.3 (Suspension and Termination for Default in Fees etc.); and

d) termination under Rule 22 (Discipline).

12.2. Resignation: A Member may resign their membership of the Club by giving not less than 7 Days’ notice in writing to the Secretary (or such other person as designated by the Board). On expiry of the notice period, and provided that the Member has paid all arrears of subscriptions and fees due and payable to the Club, the Member shall cease to be a Member. The Club shall inform the Centre of any resignation once it is effective.

12.3. Suspension and Termination of Membership: For the purposes of this Rule 12 (Resignation, Suspension and Termination), the term “suspension” means the act of suspending a Member from membership of the Club for a defined period of time, unless the terms of the suspension specify otherwise. The term “termination” means the action of expelling the Member and terminating their membership of the Club indefinitely unless the terms of the termination specify otherwise.

12.4. Suspension and Termination for Default in Fees, Levies or Charges: A Playing Member, Limited Playing Member or Non-Playing Member may have their membership of the Club suspended or terminated by the Board if any subscription fees other fees or charges or expenses of whatever nature are due and outstanding to the Club for a period of

60 Days or longer after the date of any notice requiring the Member to pay the same has been given to the Member by the Club. Any such Member shall not be relieved from liability to pay the money owed to the Club. A Casual Member may have their membership

of the Club terminated by the Board if any money is due and outstanding to the Club for a period of 7 Days or longer after the date of any notice requiring the Casual Member to pay the same has been given to the Casual Member by the Club. Any such Member shall not be

relieved from liability to pay the money owed to the Club.

12.5. Suspension and Termination by the Club: A Member may have their membership of the Club suspended or terminated (and therefore also have their membership of the Centre and Bowls New Zealand terminated) by the Board in accordance with Rule 22 (Discipline).

12.6. Suspension and Termination by the Centre or Bowls New Zealand: A Member of the Club who has had their membership of the Centre or Bowls New Zealand suspended or terminated by the Centre or Bowls New Zealand shall also have their membership of the

Club suspended or terminated. The Board is required to suspend or terminate any such Member immediately upon receiving notice from the relevant Centre or Bowls New Zealand that such suspension or termination has been determined. If the Member is subsequently

reinstated to membership of the Centre and Bowls New Zealand, then that person’s membership to the Club shall be reinstated by the Board upon the Club receiving notice from the relevant Centre and/or Bowls New Zealand of such reinstatement.

12.7. Notification of Decision: Upon receipt of any decision to suspend or terminate a person’s membership under Rule 12.5 (Suspension & Termination) or Rule 12.6 (Suspension & Termination by the Centre or Bowls New Zealand), the Secretary shall, as soon as

practicable, take reasonable steps to inform the person concerned and to update the Club’s Register of Members.

12.8. Consequences of Suspension or Termination of Membership: A Member who is suspended or terminated from membership of the Club shall forfeit all rights in and claims upon the Club and its property (including Intellectual Property) and shall not use any Club property (including Intellectual Property). In particular the Member shall:

a) not be entitled to any of the rights or privileges of membership set out in the Governing Documents, including the right to vote at General Meetings;

b) not be entitled to participate, practice, or play the Game of Bowls in any capacity in any competition, tournament, event or activity of the Club and where specified the Centre, and Bowls New Zealand;

c) not be entitled to have access to any function, activity, facilities, services, or premises of the Club and where specified the Centre, and Bowls New Zealand; and

d) not be entitled to apply for, or be granted, membership, or to compete or play in a Game of Bowls with or for any other Club or Centre should the suspension or termination include all bowls and if such membership or playing rights are granted such membership and/or

rights shall be invalid and in breach of this Constitution, for the period of the suspension, or in the case of termination, indefinitely unless membership is reinstated in accordance with Rule 12.9 (Reinstatement by Club); and

e) the Judicial process may recommend that the suspended or terminated Member also be suspended or terminated by the Centre and Bowls New Zealand based on the severity and nature of the misconduct as recommended in the Bowls New Zealand Disciplinary Guidebook.

12.8. Reinstatement by Club: Membership, which has been suspended or terminated by a Club, may be reinstated at the discretion of the Club Board. If a member of a Club has their membership of the Club reinstated by the Club, the Club must notify the Centre and Bowls New Zealand of such reinstatement within 7 Days of the decision to do so, to enable the Centre and Bowls New Zealand to amend their respective registers of members accordingly

PART III – GOVERNANCE

13. Patron

13.1. The Board may, if it considers it appropriate to do so, make a recommendation to the Members for consideration at a General Meeting that a person be elected as the patron of the Club for a specified period of time. If the Board provides such a recommendation and it is approved by Ordinary Resolution at a General Meeting, then that person shall become the patron of the Club at the conclusion of that General Meeting for the period determined by the Club. The patron shall have the same rights and privileges of a life member as described in Rule 9.3 but shall not be a member of the Board.

14. Board

14.1 Positions on the Board: The Club shall have a Board which shall consist of up to nine (9) persons and no less than five (5) persons who have assumed office in accordance with this Rule 14 (Board). The Board shall consist of the following:

a) President;

b) a Vice President;

c) a Secretary;

d) a Treasurer; and
e) up to five other persons

14.2. Election: The members of the Board of the Club shall be elected at each AGM in accordance with this Rule 14 (Board), except for any members co-opted under Rule 14.3 (Co-option) or 15.2 (Co- option if a Vacancy Arises).

14.3. Co-option: The Board may, if it considers it desirable to do so at any time, co-opt up to two persons in addition to those referred to in Rule 14.1 to serve on the Board for a period determined by the Board (which shall not be longer than the next AGM and election of Officers). There is no limit to the number of times an individual may be co-opted onto the Board.

14.4. Restriction: Individuals may not be elected or co-opted to serve on the Board if any of the following apply:

a) the person is a natural person and is not disqualified under section 47 or under any other

provision of the Act or any other Act or otherwise from being an officer of the Club; and

b) the person wishing to serve on the Board must be a Member of the Club and must provide the written certificate referred to in Rule 14.7.e).

14.5. Term of Office: The term of office of all elected members of the Board shall be from the

conclusion of the AGM at which their election is made through to the close of the next AGM.

Each member of the Board shall be eligible for re-election or co-option.

14.6. Call for Applications: Prior to the AGM in each year, the Club shall call for applications for positions on the Board. The call for applications must include the closing date for receiving applications, being at least 14 Days prior to the AGM so that the details of any applicants for Board positions can be included in the agenda for the AGM.

14.7. Form of Applications: Unless Rule 14.8 (No or insufficient Applications) applies, all applications for positions on the Board shall:

a) be in writing and signed by the applicant;

b) be signed by another member of the club (with voting rights) as a seconder to the application;

c) indicate the position for which the applicant is seeking election (if a specific position is sought);

d) include the applicant’s full postal address and Contact Details and such other information as the Board may request in respect of each application; and

e) contain a certificate signed by the applicant that the applicant is not disqualified from being elected or appointed or otherwise holding office as an officer of the Club under section 47 or any other provision of the Act or any Act or otherwise.

14.8. No or insufficient Applications: Subject to Rule 14.9, if no or insufficient valid applications are made in due time for vacant positions on the Board to fill the maximum number of Board positions allowed under this Constitution before the applicable AGM, applications for vacant positions may be called from the floor at the AGM at which the election is to occur.

14.9. Single Application: If only one valid application is received in due time for any of the

positions referred to in Rule 14.1.a) to d) (inclusive), then, unless Rule 14.4 (Restriction) applies making the applicant ineligible to serve on the Board, the chairperson of the AGM at which the application is to be considered shall declare the applicant/s elected and there shall be no need for a vote. If sufficient valid applications are received in due time to fill the number of positions referred to in Rule 14.1.e), unless they are ineligible, the Chairperson shall declare those persons elected and there shall be no need for a vote.

14.10. Multiple Applications: If more than one valid application for any position on the Board is received by the Club:

a) the Club shall advise all Voting Members of the names, addresses and contact details of all valid applicants for each position, and provide such other information as the Board deems appropriate; and

b) at the AGM an election will by show of hands (unless a secret ballot is requested in accordance with Rule 21.13.), amongst those Voting Members present and entitled to vote at the AGM and the highest polling candidates shall be declared elected.

14.11. Order: Any elections to the Board at a General Meeting shall be conducted and declared in the order in which the positions appear in Rule 14.1 (Positions on the Board).

14.12. Equality of Votes: Where there is an equality of votes between candidates for a position on the Board a second ballot shall be held between the equal candidates. Where there is still an equality of votes after the second ballot the outcome shall be determined by the drawing of lots.

14.13. Suspension of Board Member: The Board may, after reasonable enquiry and after giving the person concerned the right to be heard, suspend a person from their position on the Board in the following circumstances:

a) if the person is charged with committing a criminal offence punishable by a term of imprisonment and the Board consider the circumstances justify immediate suspension; or

b) if any of the circumstances described in Rule 14.4 (Restriction) occur to that person during their term of office; or

c) if the Board consider any member of the Board has breached any one or more of the duties specified in Rule 17.2 (Duties of the Board); or

d) if the Board consider any member of the Board has acted in a manner that has caused, or may cause, significant harm to the Club.

e) Removal From Office: In addition to the power of suspension in Rule 14.13 (Suspension of Board Member) the Board may, with the approval of a motion by no less than two-thirds of the Board, remove any Board Member from the Board before the expiry of their term of

office if any of the circumstances set out in Rule 14.13.a) to 14.13.d) apply, provided that:

i) the person concerned has been notified that a Board meeting is to be held to discuss that person’s removal from office; and
ii) the person concerned has been given an opportunity to make submissions about the proposed removal prior to the Board meeting or by submission in person at the Board meeting.

15. Vacancies on the Board

15.1. Vacancies: A position on the Board shall be vacated immediately if the holder of it:

a) resigns from his or her position on the Board;

b) is removed from office in accordance with this Constitution;

c) is absent from three (or more) consecutive meetings of the Board without the

approval of the Board; or

d) dies.

15.2. Co-option if a Vacancy Arises: In addition to the power specified in Rule 14.3 (Co-option), if any vacancy arises on the Board after an AGM, the Board has the power to fill that vacancy by co-option until the next AGM, or the Board may choose to leave the position vacant until the next AGM.

16. Proceedings of the Board

16.1. Board Meetings: The Board shall meet regularly at the most convenient place and time, including before any SGM or AGM. Subject to this Constitution, the Board shall meet together to dispatch business, and adjourn or otherwise regulate their meetings as the

Board sees fit.
16.2. Notice of Meetings: Board meetings shall usually be convened by the Chairperson, but any two Board members may convene a Board meeting. Unless an urgent matter needs to be considered, whenever it is reasonably possible to do so, the Secretary shall provide each Board Member with not less than 3 Days’ written notice of any Board meeting and an agenda.
16.3. Chairperson : At the first Board meeting following each AGM, the Board shall elect a chairperson from amongst their number (“Chairperson”). The Chairperson shall chair all meetings of the Board unless unavailable or unable to act as Chairperson, in which case the Board shall select another Board member to be Chairperson.
16.4. Quorum: The quorum necessary for the transaction of business of the Board shall be five Board Members (including co-opted Members). No business shall be transacted at any Board meeting unless a quorum is present when the meeting proceeds to business. If a quorum is not present within half an hour after the meeting’s appointed time, the meeting shall stand adjourned to a date, time, and place to be fixed on adjourning the meeting, which must be notified to all Board Members. If at the adjourned meeting a quorum is not present within half an hour after the appointed time, the Board Members present at the reconvened meeting shall constitute a quorum.
16.5. Disclosure of Interests: Any Board Member who may derive some personal or financial advantage from any matter before the Board shall disclose the nature and extent of their interest to the Board; shall take no part whatsoever in the matter before the Board where they hold such interest; and have their interest registered in the Board’s Interest Register.

16.6. Voting: Each Board Member present, at any Board meeting, may only exercise one vote, except that in the event of an equality of votes (but not otherwise) the Chairperson shall have a deliberative vote and a casting vote. Voting shall be by voices or, upon request from any Board Member, by show of hands or a ballot. Proxy and postal voting is not permitted at meetings of the Board.

16.7. Resolutions: The Board may make a decision by signed resolution or consent in lieu of a meeting. Any such resolution shall be valid as if it had been passed at a meeting of the Board as long as:

a) copy of the proposed resolution is sent to every Board Member; and

b) over half of the Board Members sign or consent to the resolution and return evidence of this consent to the Secretary (or such other person as agreed by the Board) by mail, electronic mail, or another form of visible or electronic communication, by the date and time specified by the Secretary.

16.8. Minutes: The Secretary shall ensure the proceedings of each Board meeting are properly recorded as soon as possible after the conclusion of each Board meeting. A copy of such minutes shall then be made available upon request to any Member of the Club. A copy of each set of minutes shall also be permanently affixed in a minute book of the Club and confirmed at the next meeting of the Board. The Secretary shall record how the Board proceedings and meetings are held.

16.9. Meetings Using Technology: A meeting of the Board may be held by the contemporaneous linking together by telephone, video, or other means of communication approved by the Board from time to time provided that prior notice of how the meeting is to be held is given to all Board Members, and those persons participating in the meeting can do so effectively.
16.10. Expenses: Subject to the requirements in Rule 28 (Application of Income & No Financial Gain), the Board may, by majority vote, reimburse its Board Members for their actual and reasonable expenses incurred in the conduct of the business of the Club. Prior to doing so the Board must establish a policy to be applied to the reimbursement of any

such expenses.

17. Powers & Duties of the Board

17.1. Overall Power: The Board shall govern the Club and be responsible for managing the business and affairs of the Club. Subject to this Constitution, the Board may exercise all of the powers of the Club and do all things that are not expressly required to be undertaken at a General Meeting. The Board may, through clearly defined delegations of authority, delegate the day-to-day management of the business and affairs of the Club to the Secretary and/or any other Appointed Personnel.

17.2. Duties of Board Members: The specific duties for each role on the Board are those specified in this Constitution and any others as determined by the Board. The general duties of each Board Member are to:

a) act in good faith and in the best interests of the Club at all times;

b) exercise the powers of the Board for proper purposes;

c) act, and ensure the Club acts, in accordance with this Constitution;

d) take reasonable steps not to agree to, nor cause to allow, the activities of the Club to be carried on in a manner likely to create a substantial risk of serious loss to the Club’s creditors;

e) not agree to the Club incurring any obligations unless the Board Member believes at that time, on reasonable grounds, that the Club will be able to perform the obligations when it is required to do so; and

f) exercise the care, diligence, and skill that a reasonable Board Member would exercise in the same circumstances taking into account, but without limitation, the nature of the Club, the nature of the decision, the position of the Board Member, and the nature of the responsibilities undertaken by the Board Member.

17.3. Powers of the Board: Without limiting the generality of the Board’s powers to carry out the Objects of the Club as it considers necessary, the Board shall have the following specific powers to:

a) develop and implement strategies, policies, and procedures for the administration, promotion, and development of the Game of Bowls at the Club;

b) develop and implement prudent policies to protect and enhance the Club’s finances and property;

c) insure the Club’s real and personal property and take out other insurance

relating to the Club as the Board sees fit;

d) develop Club programmes for playing, coaching, umpiring, and officiating the Game of Bowls and implement them in accordance with any directions from the Centre or Bowls New Zealand;

e) control, manage, borrow, and expend the funds of the Club including the power to invest or otherwise deal with such funds, and to incur liabilities as it sees fit.

f) set the fees, levies and charges payable by the Members and enforce payment of such monies in accordance with this Constitution;

g) waive, reduce or remit subscriptions, fees, levies and charges;
h) engage and/or employ people or organisations to work for and with the Club on terms as determined by the Board (provided that the payment for such services shall not exceed the market rate), and manage the terms and conditions of their engagement and employment;

i) engage members of the Club to perform work or services for the Club and pay their reasonable charges, but no member shall be entitled to derive or otherwise receive any benefit or advantage where the member is able to determine or materially influence the amount or nature of that benefit or advantage;

j) delegate and/or designate specific areas of responsibility to specific Board Members or Appointed Personnel;

k) establish, appoint, and determine the composition of any sub-committees, committees, (including judicial committees or subcommittees) and other groups as it considers appropriate to assist it to carry out its responsibilities and to delegate to them such powers as it considers appropriate;

l) the President, or, if the President is absent or unwilling to act, the Vice President (or another person nominated by the Board if both are absent or unwilling to act), shall be ex officio be a member of all committees, subcommittees and groups;

m) engage, contract, or otherwise agree to obtain the assistance or advice of any person or organisation;

n) appoint a delegate (or delegates) to represent the Club at meetings;

o) subject to this Constitution, fill vacancies on the Board, any committees, and any other groups which are established by it;

p) determine the yearly calendar for Club tournaments, events, and competitions;

q) determine the conditions and rules of Club tournaments, events, and competitions, held by or under its auspices;

r) where the Club has sufficient resources to do so, engage managers, coaches, umpires, greenkeepers and any other necessary support

personnel for Club representative bowls teams and competitions, determine the terms and conditions of such appointments and, if

necessary, terminate such appointments;

s) appoint or select Club representative players and Appointed Personnel;

t) enforce the Laws of the Sport in accordance with the Laws of the Sport and the Governing Documents;

u) discipline Members in accordance with this Constitution and the Regulations;

v) hear and determine any Disputes, Misconduct or any other matters as specified or not provided for in this Constitution and the Regulations; and

w) regularly update the Club’s position descriptions and Regulations (if applicable).

18. Duties of the Secretary

18.1. Duties: The Secretary shall:

a) give notice of, and attend, all General Meetings and Board meetings (unless the Secretary is unavailable, in which case another Board Member (selected by the Board) shall fill this role;

b) keep minutes of the proceedings of all General Meetings and Board meetings, unless the Board selects another person to fulfil this role and

record how meetings are held.

c) prepare and forward the annual return of the Club to the Centre and Bowls New Zealand, in accordance with the requirements of the Centre and Bowls New Zealand.

d) monitor the Club’s administration with the Board’s assistance;

e) maintain the Club’s Register of Members in accordance with this Constitution;

f) maintain the Interests Register (Rules 2 and 16.5);

g) generally, perform such duties as are required by the Board or are required under the Governing Documents; and

h) be one of the Contact Persons and ensure all documentation is kept up to date, accurate and filed in due time with the Registrar of the Incorporated Societies.

19. Duties of the Treasurer

19.1. Duties: The Treasurer shall:

a) collect and account for all subscriptions and other moneys payable to the Club, bank such funds to the credit of the Club’s banking account, disburse Club money as directed by the Board, and keep proper accounts of the financial affairs of the Club;

b) pay and account for all accounts payable for the Club, with the approval of the Board before payment, and report to each meeting of the Board on the state of the finances of the Club;

c) as required by the Board submit a schedule of accounts paid or to be paid by the Club for the Board’s approval;

d) immediately after the close of each financial year prepare and submit to review a statement of accounts and balance sheet for the Club for the financial year, and present them, together with a budget of estimated income and expenditure for the ensuing year, to the AGM; and

e) generally, perform such duties as are required under the Governing Documents.

20. Delegate to Represent the Club

a) At any time, the Board may appoint a person to act as a Delegate for the Club at meetings of the Centre or Bowls New Zealand. If a person is so appointed, then:

b) when specific instructions are given by the Board or the Club, the Delegate shall vote at general meetings of the Centre in accordance those directions;

c) if no specific instructions are given the Delegate may vote as they consider appropriate having regard to any views expressed to them by the Club and its Members; and

d) the delegate shall report to the Board all decisions of the Centre or Bowls New Zealand which it is made aware of that are of interest to the Club.

PART IV – GENERAL MEETINGS

21. General Meetings

21.1. Annual General Meeting : An Annual General Meeting (“AGM”) of Club shall be held not later than three months after the Financial Year End of the Club.

21.2. Special General Meetings: Any other general meeting of the Voting Members shall be described as a Special General Meeting (“SGM”).

21.3. Notice of AGM: The Club shall give at least 30 Days’ written notice of any AGM to all Board Members and Voting Members. The notice shall set out:

a) the date, time, and venue for the AGM (as determined by the Board);

b) the closing date(s) for applications for elected positions, proposed motions, and any other items of business to be submitted to the Club, which must be not less than 14 Days prior to the AGM unless otherwise agreed by the Board; and

c) the format approved by the Board by which the meeting will be conducted, either in person or through the contemporaneous linking together by telephone, video, or use of appropriate audio-visual technology, or other means of technology approved by the Board, provided all those participating can do so effectively. Written resolutions may not be passed in lieu of a General Meeting.

21.4. AGM Business: The business to be transacted at every AGM shall include:

a) confirmation of the minutes of the previous AGM and any SGM held since the previous AGM;

b) receiving the Board’s report for the financial year;

c) receiving the reviewed statement of accounts and balance sheet for the Club for the financial year;

d) the election of members of the Board;

e) fixing the annual subscription fee(s);

f) considering and determining any notices of motion which propose alterations to the Constitution of which due and proper notice has been

given in accordance with Rule 29.2 (Timing);

g) consider any notices received and making recommendations as a board for new Life membership of the Club;

h) considering and making recommendations to the Board as a result of any notices of motion of which due and proper notice has been given in accordance with Rule 21.6 (Notices of Motion); and

i) transacting such other business as the General Meeting considers appropriate.

21.5. AGM Agenda : An agenda containing the business to be discussed at the AGM as set out in Rule 21.4 (AGM Business) shall be sent to all Board Members and all Voting Members no later than 7 Days before the date of the General Meeting. Any additional items of

general business may be raised from the floor with the consent of the AGM chairperson.

21.6. Notices of Motion: Any notice of motion from a Voting Member must be received by the Secretary at least 14 Days prior to an AGM in order to be considered at that meeting, unless otherwise agreed by the Board. Only Voting Members may submit notices of motion. Every notice of motion must be signed by the Voting Member who submitted it.

21.7. Urgent Matters: Any matter of an urgent or extraordinary nature which normally would be required to be the subject of a notice of motion before it could be considered at an AGM, may be brought before an AGM and determined by the Members at that AGM but only if a decision to consider and determine the matter without it being circulated to all other Voting Members who are not present at that AGM is approved by Special Resolution at that AGM.

21.8. Special General Meeting: The Secretary shall convene a SGM of the Club by giving the requisite notice required under Rule 21.9 (Notice of SGM):

a) when directed to do so by the Board, which direction must include full details of the business to be dealt with at the meeting; or

b) on requisition in writing signed by not less than 20 Voting Members, which requisition must provide full details of the business that is proposed to be dealt with at the meeting.

21.9. Notice of SGM: If the Secretary is required to convene an SGM, the Secretary shall give at least 14 Days’ notice of the time, date, and venue of such meeting to all Board Members and all Voting Members, unless the Board considers such notice period is not practicable due to exceptional circumstances. The notice of SGM must clearly state the reasons why the SGM is being convened and provide as full details as possible of the nature of the business to be transacted at the meeting and the format of the meeting approved by the Board, which may be one of the means referred to in Rule 21.3.c), which in the absence of such approval shall be in person. Only the business stated in the notice of SGM may be dealt with at the SGM.

21.10. Chairperson: The President, or, if the President is absent or unwilling to act, the Vice President (or another person nominated by the Board if both are absent or unwilling to act) shall chair all General Meetings of the Club.

21.11. Procedure: At any General Meeting of the Club every Voting Member who is present at the General Meeting shall be entitled to one vote on each matter being determined.

21.12. Observers: In addition to the Voting Members, all other Members are entitled to attend General Meetings as observers, but shall not be entitled to:

a) speak unless permitted by the chairperson of the General Meeting; or

b) vote.

21.13. Voting : At General Meetings:

a) all voting shall be by show of hands unless any two Voting Members present and entitled to vote at the General Meeting request a secret ballot, in which case voting shall be by secret ballot;

b) where a show of hands or ballot is taken, the total votes for and against the motion or amendment may be recorded;

c) voting shall be by Ordinary Resolution unless this Constitution expressly requires a Special Resolution;

d) the chairperson of the General Meeting shall have a deliberative vote, and, in the event of a tied vote (but not otherwise), the chairperson of the General Meeting shall also have a casting vote;

e) no proxy voting shall be allowed; and

f) the chairperson shall declare the result of the voting.

21.14. Meeting Procedure: At General Meetings:

a) the quorum shall be enough Voting Members to represent at least a quarter of the total Voting Members of the Club, provided that should such number not be a whole number, the quorum shall be rounded up to the next whole number; b) no business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. In the event of a quorum not being present within half an hour after the appointed time on the meeting date, the meeting shall stand adjourned to a date, time, and venue to be fixed by the chairperson of the General Meeting on adjourning the meeting. The re-appointed date shall be at least 14 days after the original meeting. If a quorum is not present within half an hour after the appointed commencement time of the reconvened meeting, the Voting Members present at the reconvened meeting shall constitute a quorum; and

c) on all questions of order, the decision of the chairperson of the General Meeting shall be final unless dissented from by Ordinary Resolution.

21.15. Minutes:

a) Unless the Secretary is unavailable, in which case another Board Member selected by the Board shall fill this role), the Secretary shall ensure the proceedings of all General Meetings are recorded and incorporated in a minute book and record how the meetings were held. As soon as possible after the conclusion of each General Meeting the Secretary shall forward a copy of the minutes to all Board Members. A copy of such minutes shall also be made available upon request to any Member of the Club or the Centre or Bowls New Zealand.

b) The minutes of General Meetings shall be provisionally confirmed at the ensuing Board meeting and confirmed finally at the next AGM.

PART V – DISCIPLINE FOR MISCONDUCT, DISPUTES AND COMPLAINTS

22. Definitions

22.1. Misconduct: Misconduct means, but shall not be restricted to, situations where a Member:

a) breaches any provision of the Laws of the Sport;

b) deliberately loses or attempts to lose a Game of Bowls or plays unfairly; unless it is match fixing in which case the Bowls New Zealand Anti-Match Fixing Domestic Regulation shall apply;

c) alters a bowl after it has been stamped by a registered bowls tester without submitting it for retesting and restamping;

d) at any event, function, or activity of the Club whilst on the property of the Club, uses any profane, indecent, or improper language;

e) at any time or place engages in offensive or insulting behaviour towards the Club, or any member of the Club, or any visitors to the Club, or any person acting for or on behalf of the Club;

f) breaches:

i) any provision of this Constitution, or the Bowls New Zealand Constitution or the constitution of a Centre;

ii) the regulations, by-laws, or other rules (however described) of the Club, Bowls New Zealand or a Centre;

iii) any policies of the Club, Bowls New Zealand, or a Centre;

iv) any reasonable direction of the Club, Bowls New Zealand, or a Centre (or person authorised on their behalf); v) any decision of a General Meeting, the Board, or any decision of any equivalent bodies of Bowls New Zealand or a Centre;

g) acts in a manner which brought, or could bring, the Club, Bowls New Zealand, or a Centre into disrepute;

h) acts in a manner unbecoming of a Member, or which is prejudicial to the Objects and/or the objects of Bowls New Zealand and/or a Centre;

j) aids or abets any of the conduct specified in (a) to (i) above.

22.2. Disputes and Complaints: A dispute or complaint is a situation where a Member has a grievance or difference about the meaning or effect of any rule, provision, decision, policy, practice, right, privilege or direction determined by another Member or the Club. A Dispute or Complaint shall not include:

a) any grievance or difference about the meaning or effect of any rule of the Bowls New Zealand Anti-Doping and Anti-Match Fixing Domestic Regulations;

b) any decision of the Bowls New Zealand Board; or

c) a matter which involves an allegation of Misconduct.

23. Jurisdiction

23.1. Jurisdiction of the Club Board : Subject to Rule 23.2 (Jurisdiction of Bowls New Zealand) and in accordance with the Club Regulations, the Board has jurisdiction to hear and determine Disputes and Complaints, and Misconduct at Club Level. For the purposes of

this Rule the Club Board includes any sub-committee of the Club, including a judicial committee established by the Board in accordance with Rule 17.3.k) (Powers of the Board).

23.2. Jurisdiction of Bowls New Zealand: Bowls New Zealand in accordance with the Bowls New Zealand Regulations, shall have jurisdiction to hear and determine:

a) Matters of Misconduct, as established in Rule 22.1;

b) Complaints, Disputes and Misconduct at National and International Events, unless already heard in accordance with any applicable event rule;

c) Matters relating to Anti-Doping and Anti-Match Fixing; and/or

d) Any breach of a decision of the Bowls New Zealand Board.

23.3. Jurisdiction for Misconduct: A member may elect to have matters of Misconduct heard by either the Club or Bowls New Zealand. If any party objects to Jurisdiction, then the matter will automatically be referred to Bowls New Zealand.

24. Procedure

24.1. The relevant body in Rule 23 (Jurisdiction) shall take such action as it considers appropriate, provided it acts in accordance with the principles of natural justice and any applicable Regulations.

24.2. A Member or an Officer may seek to resolve a complaint, dispute, or misconduct matter, by giving to the Club Board or Bowls New Zealand, a notice in writing that—

a) states that the Member or Officer is starting a procedure for resolving a dispute, complaint, or misconduct matter in accordance with the

Constitution; and

b) sets out the allegation or allegations to which the dispute, complaint or misconduct relates and whom the allegation is against; and

c) sets out any other information reasonably required by the Bowling Club or Bowls New Zealand.

24.3. The information given under Rule 24.2 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.

24.4. The procedure for managing Disputes, Complaints and matters of Misconduct is detailed in the Bowling Club Regulations.

25. Appeals

25.1. Process: The appeal process for appeals of decisions involving Misconduct, Disputes and Complaints shall be as follows:

a) Appeal to the Bowls New Zealand Judicial Committee: Where there is a Discipline matter which is decided by the Club Board (or committee on its behalf), any party affected by that decision may only appeal such decision to the Bowls New Zealand Judicial Committee in accordance with the Bowls New Zealand Regulations.

b) Appeal to the Bowls New Zealand Judicial Committee: Where there is a Discipline matter which is decided by Bowls New Zealand (or Bowls NZ Commissioner on its behalf), any party affected by that decision may only appeal such decision to the Bowls New Zealand Judicial Committee in accordance with the Bowls New Zealand Regulations.

c) Appeal to Sports Tribunal or equivalent statutory body: Where there is a Dispute, Complaint or Misconduct which is decided by the Bowls New Zealand Judicial Committee, any party affected by that decision may only appeal such decision to the Sports Tribunal in accordance with the Rules of the Sports Tribunal provided the rules of the particular event do not require otherwise.

d) No appeal right: There shall be no right of appeal from a decision of the Bowls New Zealand Judicial Committee, except an appeal to the Sports Tribunal (or equivalent statutory body).

25.2. Procedure: In deciding any appeal under Rule 25, the Bowls New Zealand Judicial Committee shall adhere to the principles of natural justice and any applicable Regulations.

25.3. Stay of Execution: Pending the determination of an appeal before it, the Bowls New Zealand Judicial Committee or Sports Tribunal may grant a stay of execution of the decision which is being appealed.

26. Laws of the Sport

26.1. All matches shall be played in accordance with the Laws of the Sport, the Regulations made under the Bowls New Zealand Constitution as approved, and the Club and its Members shall, as a condition of the continuance of membership to Bowls New Zealand, at all times and in all respects conform to and be bound by the Constitution of Bowls New Zealand.

PART VI – FINANCIAL

27. Financial

27.1. Financial Year: The financial year of the Club shall end on such date as the Board determines, but in the absence of such determination on 31 March each year.

27.2. Club Funds: The Board is responsible for the receipt and banking of all monies received by the Club and all sums paid out by the Club.

27.3. Banking: The Club’s current bank account(s) shall be kept at a trading bank chosen by the Board. All online transactions undertaken involving the Club’s bank account(s) must be signed or otherwise approved by the Treasurer and at least one other Board member chosen by the Board.

27.4. Accounting Records: The Board shall ensure there are true and complete accounts kept of the income and expenditure and assets and liabilities of the Club. A Statement of Accounts and Balance Sheet (in the form approved by the Board) shall be forwarded to each

Voting Member with the notice of the AGM.

27.5. Annual Review: An Auditor or Financial Reviewer, who shall not be a member of the Board, shall be appointed by the Board annually. The role of the reviewer or auditor is to examine and report on the annual accounts of the Club. The Auditor or Financial Reviewer

shall at all reasonable times have access to the books and accounts of the Club and shall be entitled to any information required relating to them or to any matter deemed necessary or desirable for audit purposes.

27.6. Filing Returns: The Society must file its annual financial statement with the Registrar of Incorporated Societies within six (6) months of the financial year end of the Club and in terms of the Act.

28. Application of Income and No Financial Gain

28.1. Application of Income: The income and property of the Club shall be applied solely

towards the promotion of the Objects of the Club.

28.2. No Financial Gain: No Member of the Club or any person associated with a Member shall participate in or materially influence any decision made by the Club in respect of the payment to or on behalf of that Member or associated person of any income, benefit, or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value). The provisions and effect of this Rule shall not be removed from this Constitution and shall be included and

implied into any document replacing this Constitution.

PART VII – ADMINISTRATION

29. Alterations to Constitution

29.1. Process: This Constitution may only be altered, added to, or repealed by a Special Resolution at a General Meeting in accordance with this Constitution.

29.2. Timing: Notice of an intention to alter this Constitution may be given by the Board or by 20 Voting Members by submitting the proposed amendments to the Club:
a) at least 14 Days prior to an AGM to be considered at an AGM; or

b) as part of the request to hold a SGM made in accordance with Rule 21.8 (Special General Meetings).

30. Club Regulations

30.1. Board to Determine: The Board may determine regulations (to be known as “Club Regulations”) covering any matters as the Board in its discretion deems appropriate, provided they are not inconsistent with this Constitution, the Centre Constitution, the Centre Regulations, the Bowls New Zealand Constitution, or the Bowls New Zealand Regulations. Such Club Regulations when determined shall be recorded in a Regulations Register maintained by the Secretary and may be circulated to Members as the Board considers appropriate.

30.2. Application: Club Regulations shall be binding on all Members.

30.3. Alterations: Club Regulations may be rescinded, amended, or added to from time to time but only by resolution of the Board.

31. Dissolution and Liquidation

31.1. Voluntary: The Club may be voluntarily put into liquidation if:

a) a Special Resolution is passed at a General Meeting appointing a liquidator; and

b) such resolution is confirmed by Special Resolution at a subsequent Special General Meeting called for that purpose and held not earlier than 30 Days after the date on which the resolution to be confirmed was passed.

31.2. Other: The Club may also be put into liquidation or dissolved in accordance with the Incorporated Societies Act 2022.

31.3. Distribution: If, upon the liquidation, or dissolution of the Club, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, that property shall not be paid to or distributed among the Members of the Club, but shall be given or transferred to:

a) a not-for-profit entity that operates substantially or primarily for the purpose of promoting the Game of Bowls as a sport conducted for the

recreation and benefit of the general public; or

b) any other not-for-profit entity or entities in New Zealand which are exclusively charitable, and which share similar purposes to the Club; or

c) a charitable entity in terms of the Charities Act 2005; or

d) further a charitable purpose as defined by the Charitable Trusts Act 1957.

31.4 No part of the club’s income or other funds may be paid or received for the financial gain of any individual.

32. Resolving to apply for removal from the Register

32.1. Removal: The Society may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Incorporated Society Act 2022.

32.2. Notice: The Board shall give 30 working days’ written notice to all Members of the proposed resolution to remove the Society from the Register of Incorporated Societies. The Board 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 Incorporated Society Act 2022.

32.3. Resolution: Any resolution to remove the society from the Register of IncorporatedSocieties must be passed by two thirds majority of all members present and voting.

order to give full force and effect to the provisions contained in this Constitution and any

dispute regarding the same shall be determined by the Board as it sees fit.

PART VIII – DONALD PLACE INVESTMENT FUND

40.1. The Club has sold its property located at Donald Place, Saint Albans, Christchurch and has the intention of preserving and growing such sum for the long-term benefit of the Club and future generations of Club Members.

40.2. The Fund must be:

a) identified as the ‘Donald Place Investment Fund’ in the Club’s records and accounts,together with a good summary of what it is invested in;

b) invested following receipt of professional and independent financial advice from a financial advisor registered on the Financial Service Providers Register;

c) kept apart from, and not in any way mixed with, other Club assets except as authorised under this Constitution;

d) invested with a view to earning income for the Club’s purposes and maintaining the real value of the Fund in the future, having regard to the effects of inflation in terms of the New Zealand Consumers Price Index; and

e) maintained and invested with the aim that the Fund retains a minimum net cash value of at least $7,000,000.00.

40.3. Subject to Rules 40.4 and 40.5, the Board has the power to invest as it sees fit for the Club’s purposes the Fund and may delegate the management of the Fund to professional fund managers or financial advisors. The Club acknowledges that all investment carries some

level of risk. In absence of gross negligence or fraud, the Board shall not be liable for losses in the Fund or diminished value of the Fund.

40.4. The Board may resolve to transfer to the Club’s general account/s for the Club’s purposes sums up to 50 per cent of the income (for example interest and dividends) earned by the Fund during the previous financial year. At each annual general meeting, the Board must

provide a good summary of, and an independent financial service provider’s report on, the Fund’s financial position and performance, and a summary of sums transferred from the Fund for the Club’s purposes.

40.5. a) Subject to Rules 40.5.b) and c), at a Special General Meeting or Annual General Meeting, by a majority of 75 per cent of Voting Members voting at such meeting, the Club may resolve to transfer to the Club’s general account/s for the Club’s purposes –

i) the whole or part of the income earned on the Fund during the previous financial year, and

ii) sums not exceeding 50 per cent of the net increase in the capital value of the Fund during the previous financial year, such net increase being as assessed in the independent financial service provider’s report under subrule d. of this Rule.

b) Details of any proposed resolution under Rule 40.5.a) must be given at the time of giving notice of any Special General Meeting or Annual General Meeting together with a summary of the reasons for proposed resolution and the uses to which the sums proposed to be

transferred are to be used;

c) Any proposed resolution to transfer income from the Fund to the Club’s general account/s intended to be considered must take into account any change in the capital value of the Fund during the previous financial year, and whether the capital value of the Fund meets the aims referred to in Rules 40.2. d) and 40.2.e). For avoidance of doubt, in regard to any resolution under Rule 40.5.a)(i), but not to any resolution under Rule 40.5. a)(ii), the Club may resolve to transfer parts of the Fund to the Club’s general account/s for the Club’s purposes even if the aims of Rules 40.2 d) and 40.2.e) will not be met by such transfer;

d) With the notice of any Special General Meeting or Annual General Meeting under Rule

40.5 .a), the Board must provide an up-to-date report from an independent financial advisor on the Fund’s financial position and performance, which report must include particulars of the income earned down to the date of that report and an assessment of the then nett cash value of the Fund.

40.6. a) If there is any doubt about the net cash value of the Fund, the Board must seek advice from an independent financial service provider, before the Executive or the Club makes any decision to transfer sum/s from the Fund to the Club’s general account/s.

b) Under Rules 40.1 to 40.6 (inclusive) ‘financial service provider’ has the meaning given to that expression by the Financial Service Providers (Registration and Dispute Resolution) Act 2008.

40.7. No part of the Fund (including any increase in its nett cash value) shall be spent on or regarding the general development of the Elmwood Club’s Sports Hub or a similar development as opposed to purposes of the Club.

40.8. Rule 29 (‘Alterations to Constitution’) shall apply to Rules 40.1 to 40.7 (inclusive) and this subrule (Rule 40.8), except that the majority required for resolutions amending, adding to, or rescinding Rules 40.1 to 40.8 (inclusive) shall be 90 per cent of Voting Members and Life Members present and entitled to vote at an Annual General meeting or a Special General Meeting, and such majority must comprise at least 50 per cent of all such members of the Club.

Murray Scott

Members

Proposed new EP Constitution.

Elmwood Park Bowling Club Incorporated Constitution.

Sponsors.

Charitable Trust Funding.

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