Picton Bridge Club Incorporated – Constitution

Approved by Special General Meeting 3 April 2025

PBC – Constitution adopted at SGM 3 April 2025 Download

Introductory Rules

1. Name

The name of the society is Picton Bridge Club Incorporated (the ‘Club’).

2. Definitions

The following words and phrases have the following meanings:

Act means the Incorporated Societies Act 2022 or any Act which replaces it, and any regulations made under the Act.

Annual General Meeting means a meeting of the Members of the Club held once per year which, among other things, will receive and consider reports on the Club’s activities and finances.

Committee means the Club’s governing body.

Constitution means the rules in this document.

General Meeting means an Annual General Meeting or a Special General Meeting of the Members of the Club.

Interested Member means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.

Interests Register means the register of interests of Officers, as required by section 73 of the Act.

Matter means:

the Club’s performance of its activities or exercise of its powers; or
an arrangement, agreement, or contract made or entered or proposed to be entered into, by the Club.

Member means a person who has:

consented to and applied to be a member of the Club,
been accepted by the Committee, and
not ceased to be a member.

Notice includes any notice given by email or post.

Officer means a person who is a member of the Committee (or who occupies a position in the Club that allows them to exercise significant influence over the management or administration of the Club).

President means the chairperson, who is the Officer responsible for chairing General Meetings and committee meetings, and who provides leadership for the Club.

Secretary means the Officer responsible for the matters noted in this Constitution.

Special General Meeting means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

Vice President means the deputy chairperson, who is the Officer elected or appointed to deputise in the absence of the President.

Working Days means as defined in New Zealand legislation.

3. Club Purposes and Charitable Status

The Club is established and maintained to benefit the local community by encouraging and facilitating the playing of Bridge in Waitohi Picton and the surrounding region in a fun/friendly/supportive and safe atmosphere.

Any income, benefit, or advantage must be used to advance the Club’s purposes and any purposes reasonably ancillary to those purposes.

Although the Club’s purposes are consistent with the definition of charitable as per the Charities Act, the Club is not and does not intend to be registered as a charitable entity under that Act.

4. Affiliation with New Zealand Bridge Incorporated (NZB)

The Club is an affiliated member of NZB, which is the organising body for the playing of Bridge in New Zealand. The Club seeks to maintain the benefits of affiliation and so the Club and its members/players shall use all reasonable endeavours to promote NZB’s interests and purposes, not bring NZB into disrepute and abide by NZB’s rules and regulations, sanctions, policies and procedures.

5. Registered Office and Contact Persons

The Club’s registered office shall be in Marlborough, New Zealand where the Committee from time to time determines. The Committee shall notify any changes to the registered office to the Registrar of Incorporated Societies at least 5 working days before the change of address for the registered office is due to take effect, and in a form as required by the Act.

The Committee shall appoint at least one but no more than three contact persons for the Club. Any changes shall be advised to the Registrar within 20 Working Days.

Members

6. Minimum Number of Members

The Club shall maintain a minimum of ten Members.

7. Becoming a Member

Applicants for membership must consent in writing to becoming a member. The Committee shall retain all such consents. Applicants must supply any information, or attend an interview, as may be reasonably required by the Committee.

The Committee may accept or decline a new member at its sole discretion. The Committee must advise the applicant of its decision.

8. Members’ Obligations and Rights

Every Member shall:

provide their email and telephone number to the Club,
promptly advise the Club in writing of any changes to those details,
pay any due fees due as soon as practicable,
promote the interests and purposes of the Club, and
not bring the Club or other Members into disrepute.

The Committee may, in its sole discretion, decide what access to or use (including any conditions/fees such) Members may have of any Club:

assets – owned or otherwise used, and
activities.

9. Membership and Other Fees

The Committee shall set annual membership fees and any other fees – for example: table money, tournament fees and tuition – in its sole discretion.

Any Member who fails to pay any fees within two months of due date for payment shall be considered as unfinancial and:

shall (without being released from the obligation of payment) have no membership rights until all arrears are paid, and
may have their membership terminated by the Committee.

10. Life Members

From time to time, a member may be awarded life membership in recognition of their outstanding service to the Club. Any such award must be recommended by the Committee and then approved by a majority at a General Meeting.

11. Ceasing to be a member

A Member ceases to be a member when:

they resign in writing to the Committee,
they die,
their membership is terminated following a Dispute resolution process, or
the Committee resolves to terminate their membership if the Committee believes that the Member has brought the Club into disrepute, has displayed gross and/or repeated misconduct and/or it is in the best overall interests of the Club to do so.

General Meetings

12. Procedures for General Meetings

Subject to other provisions in this constitution, the Committee shall give all Members at least five Working Days’ written Notice of any General Meeting and of the business to be conducted at that meeting.

Notices may be sent via email or physical means (for example: postal) to the Members’ contact addresses notified to the Club and recorded in the Club’s register of members. The meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.

Only financial Members are entitled to attend, speak and vote at General Meetings.

No General Meeting may be held unless at least ten financial Members attend throughout the meeting, and this will constitute a quorum. Any decisions or resolutions made when a quorum is not present are not valid.

For General Meetings convened by Members, the meeting shall be dissolved if there is no quorum within 30 minutes of the scheduled start of the meeting.

For other General Meetings (notwithstanding the provisions two paragraphs above) if a sufficient quorum is not present the meeting shall be adjourned to a day, time and place determined by the President, and if a quorum is still not present the Members present shall constitute a sufficient quorum.

A Member is entitled to exercise one vote on any motion at a General Meeting in person, and voting shall be by:

voices,
show of hands, or
secret ballot, if requested by the meeting chairperson or at least six members present.

For a secret ballot, the meeting chairperson shall appoint two Members present to act as scrutineers for the counting of votes and destruction of voting papers.

Members may appoint another member (or the meeting chairperson) to cast their votes as their proxy at a General Meeting. Members must appoint such person by completing the form provided and emailing it to the Club at least 24 hours before the meeting, specifying:

the date of the General Meeting
who will act as their proxy (this may be the meeting chairperson)

whether that person may choose how to vote on any proposed resolutions, or how they must vote on any proposed resolutions.

Written resolutions may not be passed in lieu of a General Meeting.

Unless otherwise required by this Constitution, all proposed resolutions shall be decided by a simple majority at a General Meeting – the meeting chairperson shall have a casting vote, which they may exercise at their sole discretion.

All General Meetings shall be chaired by the President, or the Vice President in their absence. If they are both absent, the meeting shall elect another member of the Committee to act as chair.

The chairperson of a General Meeting may:

with the consent of a simple majority of members present adjourn the meeting, but no business shall be transacted at the restarted meeting other than the unfinished business from the adjourned meeting,
- direct that any person(s) be removed from the meeting, and
- in an emergency the absence of a quorum or otherwise in the best interests of the Club/attendees adjourn the meeting or declare it closed.

The Committee may propose motions for the Club to vote on (Committee Motions), which shall be notified to Members with the notice of the General Meeting.

A minimum of 15% of financial Members may request proposed business for a General Meeting, by giving written notice (and any relevant information) to the Committee at least 20 Working Days before that meeting. The Committee shall include the Members’ proposed business (and any relevant supporting information they have provided) with the Notice of meeting. The Committee may also provide additional relevant information to Members with that Notice.

13. Minutes

The Committee must keep adequate minutes of all General Meetings – and the Committee shall review and approve draft minutes at its next Committee meeting. Once approved, the minutes shall be promptly emailed to all members.

14. Annual General Meetings

Annual General Meetings shall be held:

consistent with any requirements in the Act and this Constitution,
at a location determined by the Committee,
no later than four months after the Club’s Balance Date, and
no more than 15 months after the last Annual General Meeting.

The business of Annual General Meetings shall be to:

review the approved minutes of the last Annual General Meeting and any Special General Meetings held since then,
review and adopt the annual report and financial statements,
consider proposed motions pursuant to the Notice of the meeting,
elect committee members,
consider any general business.

At each Annual General Meeting, the Committee shall present:

a report on the operations and affairs of the Club during the most recently completed financial year,
the annual financial statements, and
notice of any disclosures of interest made by Officers during that period, including a summary of the matters, or types of matters, to which those disclosures relate.

15. Special General Meetings

A Special General Meeting may be called at any time by the Committee. A minimum of 15% of financial Members may request that the Committee convene a Special General Meeting, by giving written notice (including their proposed business and any relevant information) to the Committee. The Committee must convene such meeting within 30 Working Days of receiving the written notice and it may provide additional relevant information to Members with the Notice for the meeting. The meeting shall only consider and deal with the business specified in the Members’ written request.

Committee

16. Committee Composition, Duties and Powers

The Committee shall:

consist of at least three and no more than eight members,
supervise, direct and manage the Club, in accordance with the Incorporated, Societies Act 2022 and its regulations and this Constitution, and
have all the powers necessary to supervise, direct and manage the Club, subject to the Act and this Constitution.

The Committee may appoint sub-committees for such purposes as it thinks fit. Unless otherwise resolved by the Committee:

sub-committees may include non-members, but they must be in a minority,
the quorum is at least half and at least two of the members of the committee,
no sub-committee shall have power to co-opt additional members.

A sub-committee must not commit the Club to any financial expenditure or commitment without express authority from the Committee, and a sub-committee must not materially further delegate any of its powers.

The Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email or electronic voting system, and any such resolution shall be recorded in the minutes of the next Committee or sub-committee meeting.

Other than as prescribed by the Act or this Constitution, the Committee or any sub-committee may regulate its procedures as it thinks fit.

17. Committee Meetings

Except as otherwise provided in this Constitution or law, the Committee may regulate its own procedures.

The Committee shall meet at such times/places as it may determine and otherwise as convened by the President, Vice President or Secretary.

The quorum for a Committee meeting is at least half the number of members of the Committee.

A Committee meeting may be held:

at the place, date and time appointed for the meeting,
by electronic communication, where all participants can speak and hear (including video conferencing) each other throughout the meeting, or
a combination of the above two methods.

The Committee chairperson shall be the club President, or in their absence the Vice President shall act as chairperson. If they are both absent, the Committee may appoint an Officer present to act as chairperson.

A Committee resolution requires a majority of the votes cast in favour. Every Officer present shall have one vote. The chairperson shall have a casting vote if there is a tied vote on a Committee resolution.

The Secretary, or other Committee member nominated by the Committee, shall preferably give at least three days’ notice of Committee meetings. If urgency is required, a shorter notice period will suffice.

Officers

18. Qualifications of Officers

Any person who is disqualified under section 47 of the Act may not be appointed or hold office as an Officer of the Club.

Every Officer must be a natural person who:

has consented in writing to be an officer of the Club, and
certifies that they are not disqualified under section 47(3) of the Act from being elected or appointed or otherwise holding office as an Officer of the Club.

Each Officer’s consent and certificate shall be retained in the Club’s records.

19. Officers’ Duties

At all times each Officer must:

act in good faith and in what they believe to be the best interests of the Club,
exercise all powers for a proper purpose,
not act, or agree to the Club acting, in a manner that contravenes the Act or this Constitution,
exercise the care and diligence of a reasonable person – taking into account, but without limitation:
- the nature and size of the Club
- the nature of the decision
- the position of the Officer and the nature of their responsibilities,
not agree to the activities of the Club being carried on in a manner likely to create a substantial risk of serious loss to the Club or its creditors, or cause or 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 or its creditors,
not agree to the Club incurring an obligation unless they believe on reasonable grounds that the Club will be able to perform the obligation when it is required to do so.

20. Election or Appointment of Officers

All Officers, including the four executive officers of President, Vice-President, Secretary and Treasurer, shall be elected/re-elected each year by way of resolution at Annual General Meetings by a simple majority. For the avoidance of doubt, all Officers effectively have one-year terms and must be re-elected at each Annual General Meeting to continue to serve on the Committee.

Committee vacancies during the year may be filled by Committee resolution.

A candidate’s written consent/certificate shall be received by the Committee at least ten Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations, further nominations may be proposed from the floor at the Annual General Meeting.

The Committee may also appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. The President, or the Officer temporarily acting in that role, shall be the official spokesperson for the Club.

21. Term of Officers

All Officers, including the four executive officers of President, Vice-President, Secretary and Treasurer, shall be elected/re-elected at each Annual General Meeting. For the avoidance of doubt, each Officer is only elected/appointed until the next Annual General Meeting.

22. Removal of Officers

An Officer shall be removed as an Officer by resolution of the Committee or the Club where in the opinion of the Committee or the Club:

the Officer has been absent from three committee meetings without leave of absence from the Committee,
the Officer has brought the Club into disrepute or has acted dishonestly,
the Officer has failed to disclose a material conflict of interest,
is disqualified from acting as an Officer, or
the Committee or Club otherwise passes a vote of no confidence in the Officer.

The Officer shall be removed with effect from the date specified in such resolution.

23. Ceasing to Hold Office

An Officer ceases to hold office when they resign (by notice in writing to the Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.

Each Officer shall within five Working Days ceasing to hold office, deliver to the Committee all Club property they hold.

24. Conflicts of Interest

An Officer or member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Club, must disclose details of the nature and extent of the interest (including any actual or potential monetary value of the interest):

to the Committee and sub-committee, and
in the Interests Register kept by the Committee.

Such disclosure must be made as soon as practicable after the Officer or member of a sub-committee becomes aware that they are interested in the Matter.

An Interested Member:

must not vote on the relevant Matter or decision, but may take part in any discussion of the Matter and be present at the time of the decision (unless the Committee and/or sub-committee decides otherwise), and
must not sign any document relating to the Matter, unless all members of the Committee who are not interested in the Matter consent.

An Officer or member of a sub-committee who is prevented from voting on a Matter may still be counted for the purpose of determining if there is a quorum at any meeting at which the Matter is considered.

Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested Officers agree otherwise.

Records

25. Register of Members

The Committee shall keep an up-to-date register of Members including:

their name,
the date on which they became a Member,
their electronic address,
their telephone number,
whether the Member is financial.

Members shall promptly advise the Club of any change of their contact details.

The Club shall keep a record of former Members of the Club for at least seven years.

26. Interests Register

The Committee shall maintain an up-to-date interests register of the interests disclosed by Officers and members of sub-committees.

27. Members’ Access to Information

A Member may make a written request to the Club for information held by the Club.

The request must specify the information sought in sufficient detail to enable the information to be identified.

The Club must, within a reasonable time after receiving a request:

provide the information,
agree to provide the information within a specified period,
agree to provide the information within a specified period if the Member pays a reasonable charge to the Club (which must be specified and explained) to meet the cost of providing the information, or
refuse to provide the information, specifying the reasons for the refusal.

Without limiting the reasons for which the Club may refuse to provide the information, the Club may refuse to provide the information:

to protect the privacy of natural persons, including deceased persons,
to protect the commercial/legal position of the Club or of any other person,
to prevent a disproportionate burden to the Club,
if the committee considers that the request is frivolous or vexatious, or
if the request seeks information about a dispute or complaint which is or was the subject of the procedures for resolving such matters under this Constitution and the Act.

The Club may require that a Member shall pay a reasonable cost-reflective charge for any requested information.

Nothing in this rule limits access to personal information under the Privacy Act 2020.

Finances and Financial Records

28. Control and Management

The Committee shall use reasonable endeavours to:

control and manage the funds and property of the Club in line with good practice, subject to this Constitution and devoted solely to the Club’s purposes,
maintain bank accounts in the Club’s name, all such bank accounts shall be operated by at least two authorised signatories approved by the Committee,
bank all significant cash received within five Working Days,
approve all payments,
maintain an up-to-date register of key policies and procedures,
review key policies and procedures from time-to-time,
establish and maintain fit-for-purpose internal controls, and
otherwise act as prudent financial stewards for the Club.

The Committee shall use reasonable endeavours to keep fit-for-purpose accounting records that:

correctly record the Club’s transactions,
enable the Committee to discharge its financial governance and management responsibilities,
enable the Committee to produce annual financial statements that comply with the Act, and
enable the annual financial statements to be readily and properly independently reviewed or audited (if required by legislation or this Constitution).

The Committee shall use reasonable endeavours to keep all accounting records (including all supporting documents) in fit-for-purpose written (for example: electronic) form and keep those records for at least the last seven financial years of the Club.

29. Balance Date

The Club’s financial year shall end on 31 October (the Club’s balance date).

Dispute Resolution

30. Dispute Meaning and Initiation

A dispute is a disagreement or conflict involving the Club and/or Members – as per section 38 of the Act.

All Members and the Committee) shall cooperate to resolve disputes efficiently, fairly, with minimum disruption to the Club’s activities and consistent with natural justice.

A Member or an Officer may make a formal complaint by giving to the Committee a notice in writing that states:

that they are starting dispute resolution in accordance with this Constitution,
the allegations and the parties involved, and
any other information reasonably required by the Committee.

The Committee may make a formal complaint against a Member or an Officer by giving that person a notice in writing that states:

that the Committee is starting a disputes resolution procedure in accordance with this Constitution, and
sets out the allegations and the parties involved.

Any allegations in a formal complaint must be sufficiently detailed and comprehensive to ensure that all affected parties can:

be fairly advised, and
respond.

The Committee shall use reasonable endeavours to advise all affected parties of the allegations in full and are able to respond to them before any outcome is determined.

Affected parties and the Committee must consider and discuss whether a dispute is best resolved through informal discussions, mediation or arbitration. If mediation or arbitration is agreed, the parties will sign a suitable mediation or arbitration agreement.

31. Investigating and Determining a Dispute

The Committee must as soon as practicable and in a proportionate way (given the nature of the dispute and the size of the club):

investigate the dispute, and
resolve or determine the dispute, with such resolution being final.

Disputes must be dealt with under this Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

The Committee may:

refer a complaint to a subcommittee or an independent person/tribunal to investigate and report and/or decide on the dispute, or
with the consent of all affected parties, refer the complaint to a consensual dispute resolution (for example: mediation or arbitration).

32. Committee may decide not to proceed further with a dispute

The Committee may decide not to proceed further with a dispute, with such decision being final, if the Committee believes that:

the dispute is vexatious or trivial, or
the dispute does not involve an allegation that a Member, Officer or the Club:
- has engaged in material misconduct, or
- has materially breached a duty, or
- has had their rights or interests materially damaged, or
the allegations appear to be without foundation or there is no or materially insufficient supporting evidence, or
the dispute initiator has a significant interest in the matter, or
the issues giving rise to the complaint have already been investigated and dealt with under this Constitution, or
there has been an undue delay in making the allegations, or
it is (in the Committee’s sole view) otherwise fair and reasonable to do so.

33. Decision Makers

A person may not act as a decision maker in relation to a complaint if two or more members of the Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be impartial or may have a predetermined view.

Indemnities and Insurance

34. Indemnities and Insurance

The Club indemnifies all Members and Officers to the maximum permissible extent that is permissible under the Act – including, but not limited to, the matters outlined in section 98(2) of the Act.

The Committee shall use reasonable endeavours to ensure that:

the Club has fit-for-purpose and affordable liability insurance that covers, the Club, all Members and all Officers,
the Committee and its Officers comply with the Act’s (Part 2) requirements when approving/purchasing liability insurance, and
the requisite Officer certifications are retained in the Club’s records for at least seven years.

Liquidation, Removal from the Register and Surplus Assets

35. Liquidation, Removal from the Register and Surplus Assets

The Club may be liquidated in accordance with the provisions of Part 5 of the Act. The Committee shall give at least 20 Working Days written Notice to all Members of the proposed resolutions (and the requisite Special General Meeting) to liquidate the Club and remove it from the Register of Incorporated Societies. The Notice shall include all information required by the Act.

Any such proposed resolutions must be passed by at least two thirds of all Members present and voting.

If the Club is liquidated or removed from the Register of Incorporated Societies and if any surplus assets remain after the settlement of the Club’s debts and liabilities:

they must be used to further charitable purposes (as defined by the Charities Act) in the Picton/Waitohi/Waikawa/Sounds area,
they may not be distributed to any Member (directly or indirectly),
Members shall decide the recipient(s) of any surplus assets by at least two thirds of Members who vote at a General Meeting (the Committee may recommend who those recipients might be), and
if it is not practicable for Members to decide on the final distribution of surplus assets, then the Committee may decide.

Amendments to this Constitution

36. Amendments to this Constitution

All amendments or replacements must be made in accordance with this Constitution and the Act.

The Committee may recommend that this Constitution be amended or replaced. Any such recommendation must be passed by at least two thirds of members who vote at a General Meeting.

Any proposal by Members to amend or replace this Constitution shall be signed by at least 15 per cent of financial Members, include a written explanation of the reasons for the proposal and delivered to the Committee at least 30 Working Days before the General Meeting at which the proposal is to be considered. At least 10 Working Days before the General Meeting to consider the proposal, the Committee shall provide to all Members:

notice of the proposed resolution, including the reasons for the proposal, and
the Committee’s recommendations (if any).

When a Constitution amendment or replacement is approved by a General Meeting, the Committee shall promptly notify the Registrar of Incorporated Societies as required by the Act (and shall take effect from the date of registration).