1 The Society shall be called the Joint Council of the Order of St John and the New Zealand Red Cross Society (hereinafter referred to as the Corporation).

2 His Excellency the Governor-General and Her Excellency shall be invited to become the Patrons of the Corporation.

3 The objects and powers of the Corporation are—

• (a) To ensure harmonious and efficient co-operation between the Commandery in New Zealand of the Grand Priory in the British Realm of the Venerable Order of the Hospital of St John of Jerusalem (hereinafter referred to as the Order) and the New Zealand Red Cross Society, a body incorporated under the Incorporated Societies Act 1908 (hereinafter referred to as the Society), in carrying out their respective objects and to eliminate so far as may be expedient overlapping, duplication, or waste of energy in the work carried on by the Order and the Society respectively.

• (b) [Repealed]

• (c) To promote so far as practicable within the means in its power the improvement of health, the prevention of disease, and the mitigation of suffering throughout the world, whether in peace or war.

• (d) To undertake, execute, and perform any trusts or conditions affecting any real and personal property of any description deemed likely to be useful for any of the purposes of the Corporation.

• (e) To purchase, take on lease, or hire or otherwise acquire and hold any lands, buildings, easements, or hereditaments of any tenure or any other real or personal property, and to construct, provide, maintain, repair, and alter any buildings, works, stores, plants, and things which may from time to time be deemed requisite, whether within the Dominion of New Zealand or elsewhere, for any of the purposes of the Corporation.

• (f) To accumulate, sell, improve, manage, develop, exchange, lease, mortgage, dispose of, or otherwise deal with or turn to account all or any property or rights of the Corporation.

• (g) To borrow and raise money, including the power to borrow money by way of overdraft or otherwise, for any of the purposes of the Corporation, and to secure the repayment thereof by mortgage or charge on all or any part of the property of the Corporation or by debentures or bonds payable to bearer or otherwise, and either secured by mortgage in favour of trustees or otherwise.

• (h) To invest all moneys and funds of the Corporation which are not immediately required to be expended for the purposes thereof and which the Corporation thinks proper to be invested in such investments as may be authorised with respect thereto by or by the powers contained in the instrument (if any) of gift of such moneys or funds or of the moneys or property from which the same shall have arisen or so far as such instrument does not extend in investments authorised by the law for the time being in force for the investment of trust money or funds. All investments may be varied or transposed from time to time into or for other investments authorised according to the provisions of this paragraph with respect to the original investments or the proceeds thereof.

• (i) To make and carry out any arrangements for joint working or co-operation with any other association or body, national or international, whether incorporated or not, carrying on in the Dominion of New Zealand or elsewhere work similar to any work for the time being carried on by the Corporation, and to subsidise such association or body with money or otherwise.

• (j) To do all such other acts and things as are or may be deemed incidental or conducive to the attainment of any of the purposes of the Corporation or the exercise of any of its said powers.

• Schedule clause 3(b): repealed, on 1 December 1949, by section 4(2)(b) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

4 No person contracting with or taking any assurance from the Corporation shall be concerned to see whether these rules have been complied with or be affected by any notice or information of non-compliance, and in particular no person from whom money is borrowed and whose obligation is under the seal of the Corporation shall be concerned to inquire whether the consent of the Council or Executive Committee has been given or to see to the application of any money so borrowed or be responsible for the misapplication or non-application thereof; and no lender holding security executed under the seal of the Corporation shall be concerned to inquire whether such security was properly authorised or be affected by notice of any defect or irregularity in such borrowing or in the giving of such security.

5 The Corporation shall have a membership of 24 persons, of whom one-half shall be appointed by the Order and one-half shall be appointed by the Society. Casual vacancies shall be filled by the body which the person causing the vacancy represents. The Council of the Corporation may from time to time co-opt, whether as regular members of the Corporation or ad hoc, for the consideration of any special matter or matters, such persons, not exceeding 12 in number (whether members of the Order or of the Society or not), as the Council shall select. Such co-opted members shall hold office until resignation or until termination of their appointment by resolution of the Council. The Order or the Society may from time to time revoke the appointment of any of the members of the Corporation appointed by the Order or the Society respectively.

6 The first 12 persons appointed by the Order are the following:

• Colonel the Hon Sir R Heaton Rhodes, KCVO, KBE, MLC; Colonel J J Esson, CMG, VD; Lieut-Colonel George Barclay, OBE, VD; Lieut-Colonel Sir James Elliott, MD; Lieut-Colonel A R Falconer, CBE, MB; Sir James Gunson, CMG, CBE; J W Jack, Esq; C M Luke, Esq; The Hon Sir Charles Statham, MLC; Major J Restell Thomas, MB; C J Tunks, Esq, MBE; William Young, Esq, MD.

The first 12 members appointed by the Society are the following:

• Lady Wigram, OBE; Mrs T H Lowry, OBE; Major J Abel, VD; C J Ronaldson, Esq; J T Spears, Esq; J I Goldsmith, Esq; I J Bridger, Esq; T B McNab, Esq; Miss E M King, MBE; Sir Alexander Roberts, KBE; Alexander Gillies, Esq, FRCSE, FRACS; E C Hale, Esq.

7 The direction and control of the affairs of the Corporation shall be vested in a Council (hereinafter referred to as the Council), which shall consist of all the members for the time being of the Corporation.

8 The Council shall hold at least 1 general meeting in every year at such time and place as may be prescribed by the Council in general meeting, and if no time and place is so prescribed, at such time and place as may be determined by the Executive Committee hereinafter mentioned. At such general meeting the Council shall, inter alia, receive and consider the annual report of the Executive Committee and the annual accounts of the Corporation. A special meeting of the Council may be called at any time by the Chairman or, in his absence, the Vice-Chairman thereof, and a special meeting shall be called by the Chairman or, in his absence, by the Vice-Chairman on request in writing of 6 members of the Council.

9 At meetings of the Council 10 shall form a quorum. If no quorum is present within half an hour from the time fixed for the meeting of the Council, the meeting shall be deemed to be adjourned for 1 week to the same time and place. At such adjourned meeting the business for which the meeting was called may be transacted whether a quorum is present or not.

10 The Council in general meeting shall have the following powers:

• (a) To appoint from its own members a Chairman and Vice-Chairman, who shall hold office for 1 year but shall be eligible for re-election and shall be ex officio members of the Executive Committee and all sub-committees, but so that both offices shall not be held by representatives of the same body (that is to say, of the Order or the Society) at the same time.

• (b) To make such rules and regulations for its own procedure as it shall think fit.

• (c) To decide on the general policy to be adopted with a view to carrying out the objects for which the Corporation was established.

• (d) To delegate any of its powers to the Executive Committee or to any sub-committee.

• (e) To elect so soon as may be from the members of the Council, and similarly at the annual general meeting of the Council in each year, an Executive Committee, with such powers and duties as shall from time to time be delegated to it by the Council.

• (f) To fill any casual vacancy occurring through the death or resignation of a member of the Executive Committee by the appointment of any member of the Council belonging to the same body as the member of the Executive Committee so dying or resigning.

11 The Executive Committee shall be selected from the members of the Council and shall consist of 5 representatives of the Order and 5 representatives of the Society, who shall hold office for 1 year but shall be eligible for re-election, except that the members first elected shall hold office until the conclusion of the annual general meeting of the Council to be held in 1939. The Executive Committee shall hold at least 4 meetings in each year, and a special meeting may be called by the Chairman of the Executive Committee at any time, and shall be called by the Chairman on the requisition in writing of any 4 members of the Executive Committee.

12 The Executive Committee shall have the following powers, that is to say:

• (a) To make rules for its own procedure and for that of any sub-committee, and to appoint a Chairman and a Vice-Chairman to hold office concurrently with the Executive Committee and upon such terms as the Executive Committee shall think fit, but so that both offices shall not be held by representatives of the same body at the same time.

• (b) To appoint such sub-committees and officers as it shall think fit, and in particular to appoint as members of any such sub-committees persons who are not members of the Executive Committee, or of the Council, or of the Order, or of the Society, but so that no sub-committee shall hold office after the Executive Committee so appointing it has ceased to hold office.

13 The Chairman and Vice-Chairman of the Executive Committee shall be ex officio members of all sub-committees.

14 The quorum for a meeting of the Executive Committee shall be 4.

15 The Executive Committee shall undertake the organisation of the work of the Corporation and regulate and manage its general business and its affairs and shall carry out the policy of the Council and shall comply with any directions given by the Council.

16 In the event of any vacancy occurring in the Council, the Executive Committee, or any sub-committee appointed in pursuance of these rules, the same shall be filled up at the earliest reasonable moment, but the continuing members may act notwithstanding any vacancy in their body, and the validity of any act of the Corporation, or of its Council, or its Executive Committee, or any sub-committee, shall not be affected or called in question by reason of any such vacancy or by reason of any defect or informality in the appointment of any member thereof respectively.

• Schedule clause 16: amended, on 1 December 1949, by section 4(2)(c) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

17 Seven days' clear notice at the least of any meeting of the Council or of the Executive Committee, specifying the place, day, and hour of such meeting, and in case of special business the general nature of such business, shall be given to every member of the Council or Executive Committee by notice sent by post, provided always that the accidental omission to give any such notice to any member or the non-receipt by any member of such notice shall not invalidate any resolution passed at such meeting.

18 The financial year of the Corporation shall end on 31 March in each year.

19 At all meetings of the Council, the Executive Committee, or any sub-committee, each member thereof shall have 1 vote. The Chairman of the Council, the Executive Committee, or any sub-committee shall have a deliberative but no casting vote.

• Schedule clause 19: amended, on 1 December 1949, by section 4(2)(d) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

20 At any meeting of the Council, the Executive Committee, or any sub-committee, every question shall be determined by a majority of the votes of the members present. Members of the Council, the Executive Committee, or any sub-committee may vote, either personally or by proxy. All instruments appointing proxies shall be in writing under the hand of the appointor, whose signature shall be attested by a witness. A proxy may be appointed only for a specified meeting and any adjournments thereof.

• Schedule clause 20: amended, on 1 December 1949, by section 4(2)(d) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

21 [Repealed]

• Schedule clause 21: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

22 [Repealed]

• Schedule clause 22: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

23 [Repealed]

• Schedule clause 23: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

24 [Repealed]

• Schedule clause 24: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

25 [Repealed]

• Schedule clause 25: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

26 [Repealed]

• Schedule clause 26: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

27 [Repealed]

• Schedule clause 27: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

28 [Repealed]

• Schedule clause 28: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

29 [Repealed]

• Schedule clause 29: repealed, on 1 December 1949, by section 4(2)(e) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

30 At all meetings of the Council, the Executive Committee, or any sub-committee, voting shall be by ballot of the members present in the following cases:

• (a) If before the question is put to the vote the Chairman in his discretion so decides.

• (b) If before the question is put to the vote the meeting by resolution so decides.

In other cases voting shall be on the voices, save that immediately the Chairman has declared the result on the voices any member present may require a show of hands.

• Schedule clause 30: amended, on 1 December 1949, by section 4(2)(f) of the Patriotic and Canteen Funds Amendment Act 1949 (1949 No 20).

31 The Executive Committee shall submit to the annual general meeting of the Council a statement of income and expenditure and balance sheet for the preceding year, certified by the auditor, together with a report as to the general position of the affairs of the Corporation and an estimate of the income and expenditure for the ensuing year.

32 A copy of the report, statement of income and expenditure, and balance sheet shall be sent to every member of the Council with the notice of the annual general meeting.

33 The Chairman and Vice-Chairman of the Council shall be proposed, seconded, and elected at the annual general meeting of the Council, but shall not enter upon their office until the termination of such meeting.

34 At the annual general meeting of the Council in each year an auditor shall be appointed to audit the accounts of the Corporation for the ensuing year and to certify to the annual balance sheet. The Executive Committee shall in the event of the auditor being unable to act appoint another in his stead. The annual balance sheet shall not be passed unless certified to by the Auditor.

35 No person shall be elected to hold office as auditor of the Corporation who is a member of the Council or Executive Committee.

36 The Corporation's bank account may be operated on and cheques and other negotiable or transferable instruments may be signed and endorsed on behalf of the Corporation by the Chairman or Vice-Chairman of the Executive Committee and any other member thereof, or by such other 2 persons as the Executive Committee may from time to time by resolution determine.

37 All securities of the Corporation shall be kept in such custody as the Council may from time to time direct.

38 The Executive Committee may from time to time, subject to any directions of the Council, make, repeal, and amend bylaws and regulations for carrying into effect the powers and objects of the Corporation for the conduct of its business and for the guidance of its officers, but no such bylaw or regulation shall be valid if inconsistent with or repugnant to the provisions of this constitution or these rules.

39 No new rules shall be made, nor shall any rule herein contained or hereafter made be amended, altered, or rescinded, unless a resolution approving the same is passed at a general meeting of the Council specially called for the purpose, and unless at least two-thirds of the members of the Council present in person shall vote in favour thereof. Notice in writing of any proposed amendment, alteration, or rescission of any rule or substituted or amended rule shall be furnished to all members of the Council at least 2 weeks prior to the matter being discussed at a meeting. No amendment, modification, or addition to the constitution and rules for the time being of the Corporation shall be valid or effective unless and until the same has been approved by the Minister of Internal Affairs and such approval has been signified to the Corporation in writing.

40 The Corporation shall at all times have a registered office, which shall be situated in the City of Wellington. All writs, notices, or other documents required or authorised to be served on or delivered or sent to the Corporation shall be deemed to be duly served, delivered, or sent if left at the registered office of the Corporation.

41 The members of the Council may by resolution (in favour of which at least two-thirds of all the members of the Council shall vote in person) at a special general meeting convened for the purpose (provided that all liabilities of the Corporation have been duly discharged) resolve that the Corporation be wound up, and may also direct the method of disposition of the funds and property of the Corporation after the winding up. Such resolution shall be confirmed by a similar resolution at a subsequent general meeting to be held not earlier than 30 days after such first special general meeting.

42 The seal of the Corporation shall consist of the words “The Joint Council of the Order of St John and the New Zealand Red Cross Society” in the form of a circle with the word “Incorporated” in the centre thereof.

43 The seal of the Corporation shall be kept in such custody as the Executive Committee may determine and shall be affixed to such documents as the Executive Committee may by resolution from time to time direct, and such seal shall be affixed to such documents in the presence of at least 2 members of the Executive Committee, who shall attest such affixation by signing their names to the document; and any document so sealed and attested shall be deemed to be duly sealed and be binding on the Corporation.

44 Nothing in this constitution or these rules shall affect the status of either the Order or the Society or their respective duties or privileges, and the work or objects of the Corporation shall be carried out in such manner as to preserve the individuality of the Order and the Society respectively and so as not to interfere with their corporate powers and limitations or with their present activities.