ELMWOOD PARK BOWLING CLUB: PROPOSED CONSTITUTION.
Why is a 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.
Summary of principal new provisions
Here’s a list of some of the changes – not a complete list:
1) New terminology: the proposed constitution has new names for some positions, for example, the governing body is now called ‘the board’, not ‘the executive committee’, but the board will have, as does our present executive committee, a president, vice-president, treasurer, secretary and up to 5 other board members, and elect one of its members as its chairperson.
2) All board members will now be elected at the AGM. Under the present constitution, the executive committee appoints the secretary and treasurer, but they will both now be elected, although their functions will be in material respects the same.
3) The Board may meet remotely and pass resolutions electronically.
4) Categories of members: in the proposed constitution, the terminology for categories of members is different and their entitlements are more clearly described, but not materially different. (As is the case now, the board must approve all new applications for membership,
except those for casual membership.) Here are the membership categories in the proposed constitution, with their present nearest equivalent in brackets:
* ‘Playing member’ (‘full member’);
* ‘Life member’ (‘life member’);
* ‘Limited playing member’;
* ‘Non-playing member’ (social member’);
* ‘Casual member’ (‘casual member’); and
* Other categories the Club determines – the present categories of ‘student member’ and ‘honorary member’ are gone, but the board has power to waive or reduce club subscriptions and fees.
5) The disciplinary, misconduct, disputes and complaint provisions are far more extensive and mirror Bowls New Zealand’s template in their description of EPBC’s and Bowls New Zealand’s roles in those respects and appeal rights.
6) Privacy Act 2020: the use of information provided by members is now set out in the proposed constitution reflecting EPBC’s present practice.
What’s gone?
Several rules in the present constitution are not present in the same or similar form in the proposed constitution, such as rules relating to appointment of a greens superintendent, the match committee, coaches, umpires and visitors’ rights, as they are not necessary or duplicate other provisions. The Board has powers in the proposed constitution to appoint people to those positions
and to determine visitors’ rights.
What’s the same or substantially so?
1) While there are drafting differences between the present and the proposed constitutions, most members, once they become accustomed to the new terminology, on a day-to-day basis, won’t be impacted by the changes and new provisions. In keeping with their membership category, their right to play and use the club’s facilities are not changed.
2) The board will run the club on behalf of members – the board’s powers are not materially different from the executive committee’s.
3) Members must still pay their subscriptions, fees and levies, and, if they don’t, the board may suspend or end their membership.
4) There are provisions in the proposed constitution for AGMs and SGMs, how those meetings are conducted and how the constitution can be changed.
5) Voting rights: only ‘playing members’ (formerly called ‘full members’) and life members have voting rights and are as of right entitled to attend club meetings, but members in other categories with permission may now attend and speak at meetings but not vote.
6) While the board may now meet remotely by, for example, ‘Zoom’ and pass resolutions electronically, club members with voting rights must attend in person club meetings to exercise their right to vote – they can’t vote or attend remotely or by proxy meetings.
7) Conflict of interest provisions restrict a board member’s right to participate in decision- making.
8) The board must still prepare annual accounts and have them reviewed or audited.
9) The Donald Place Investment Fund provisions are exactly the same.
Christopher Littlewood
2 April 2025
[From an email sent out 4 – 4 – 25]
