a word or expression defined in the Act but not defined in this Constitution has the same meaning as it has in the Act; and

month means a calendar month; and

words in the singular include the plural, and words in the plural include the singular.

a regulatory division; and

a representative division.

representing and serving the interests of members of the Law Society who practise in the branch’s area; and

upholding the fundamental obligations imposed by the Act on lawyers who provide regulated services; and

appointing a branch representative to the Council; and

the oversight, as required by the Council or Board, of the local performance by the Law Society of regulatory functions under the Act; and

attending to representative functions, including the promotion of collegiality within the branch; and

assisting in and promoting law reform.

the Board:

a representative of each branch:

the chair or president of each section or a nominee of that person:

the chair or president of the Bar Association or a nominee of that person:

a representative of the large firm corporation:

a representative of Te Hunga Rōia Māori o Aotearoa (the Māori Law Society):

a representative of the Pacific Lawyers Association.

a president:

4 vice-presidents, of whom—

in such circumstances as are prescribed by this Constitution, a president-elect.

The office of president is appointed by the Board, subject to the ratification of Council.

Nomination for the office of president must be made by a member of the Board.

The nominee for the office of president must be both a member of the Board and a lawyer.

All nominations must be in writing and must reach the executive director at least 1 month before the date of the meeting at which the appointment is to be made or any lesser time as approved by the Board, either before or at that meeting.

The term of office of the president is 3 years. The president is not eligible for re-appointment to that office. This provision is subject to paragraph (f).

The Board may, subject to the ratification of the Council, extend the term of office of a president for a period not exceeding 6 months.

The term of office of a vice-president is 3 years, and the vice-president is eligible for re-election to that office except where the further term is immediately after the vice-president has served 3 consecutive terms in that office.

Despite paragraph (a), where the Council considers it is desirable to avoid the terms of office of 3 or more vice-presidents expiring at the same time, the Council may, with the consent of the relevant branch, elect a vice-president for a term of 1 year.

The Board must, from time to time, appoint such number of independent board members so that the total number of independent board members is not less than 2 nor more than 4.

The independent board members may be lawyers or lay people.

Despite paragraph (b), at least 1 independent board member must at all times be an individual who has never been a lawyer.

The term of office of an independent board member is 3 years, and the independent board member is eligible for re-appointment to that office except where the further term is immediately after the independent board member has served 3 consecutive terms in that office.

Despite paragraph (d), the Board may appoint an independent board member for a term of 1 year where—

Paragraph (b) applies if the Board appoints a president-elect in accordance with rule 5.2(a).

The Council must consider ratification of the Board’s appointment of a president-elect at the meeting immediately before the next annual meeting.

If ratification at the meeting referred to in paragraph (b) is not practicable, or the Council declines to ratify the Board’s appointment at that meeting, the Council must consider ratification of the Board’s appointment of a president-elect at the next meeting of the Council, or at any subsequent meeting before the annual meeting.

The president-elect may hold that office in conjunction with any other office.

Despite rules 8.1 and 10.9, if the president-elect holds that office in conjunction with any other office, the president-elect remains entitled to only 1 vote at the Board and Council and is counted as 1 member for the purposes of quorum.

The president continues in office until the next annual meeting and the president-elect assumes the office of president immediately after that meeting.

However, if the term of office of the president is extended pursuant to rule 5.2(f),—

Nomination for the office of Auckland vice-president must be made by the Auckland branch.

Nomination for the office of Wellington vice-president must be made by the Wellington branch.

Nomination for the office of Central North Island vice-president must be made by a Central North Island branch.

Nomination for the office of South Island vice-president must be made by a South Island branch.

All nominations must be in writing and must reach the executive director at least 1 month before the date of the meeting at which the election is to be held or any lesser time approved by the Council, either before or at that meeting.

the office of president or president-elect, the Council must consider ratification of the Board’s appointment of the president or president-elect for the unexpired term of that office:

in the office of vice-president, the Council may elect a person qualified to fill the vacancy for the unexpired term of that office.

If, in respect of any office, only 1 nomination is made pursuant to rule 5.5 or 5.6, the nominee must be declared elected to that office at the first meeting of the Council following the closing of nominations.

If, in respect of any office, no nomination is received pursuant to rule 5.5 or 5.6, the Council may, at its next meeting following the closing of nominations, on its own motion, fill that office.

If, in respect of any office, more than 1 nomination is made pursuant to rule 5.5 or 5.6, the Council must, immediately following the closing of nominations, elect 1 of the nominees to that office in accordance with rules 8.8 and 8.9.

the Board is satisfied that the integrity of the Board or the Council has been seriously compromised because the president or president-elect has neglected their duties as a member of the Board or the Council; or

the president or president-elect has failed to perform their duties under the Act or has not acted consistently with the statutory objectives or functions of the Law Society.

the Council is satisfied that the integrity of the Board or the Council has been seriously compromised because the vice-president has neglected their duties as a member of the Board or the Council; or

the vice-president has failed to perform their duties under the Act or has not acted consistently with the statutory objectives or functions of the Law Society.

the Board is satisfied that the integrity of the Board has been seriously compromised because the independent board member has neglected their duties as a member of the Board; or

the independent board member has failed to perform their duties under the Act or has not acted consistently with the statutory objectives or functions of the Law Society.

an annual meeting on such date during the months of March or April as is fixed by the Board; and

1 other meeting each year on a date fixed by the Board; and

such other meetings as may be summoned by the president or by the Board or on the request of at least 4 members of the Council.

Prior written notice of every meeting of the Council must be given by the executive director to each constituent.

The notice must be given not less than 28 days before the meeting, but in the case of a meeting to be held in a manner provided in rule 7.9, notice must be given not less than 7 days before the meeting.

The periods of notice specified in paragraph (b) may be abridged by the president. The abridgement and the reasons for it must be recorded in the notice of the particular meeting.

Any meeting of the Council lapsing for want of a quorum will stand adjourned to such time and place as is fixed by the president, of which not less than 14 days’ notice must be given to all members of the Council and all constituents.

If the president has not caused a notice pursuant to paragraph (a) to be issued within 7 days after the lapsed meeting, the lapsed meeting will stand adjourned to the same time and place 28 days after the original time.

The period of notice specified in paragraph (a) may be abridged by the president. The abridgment and the reasons for it must be recorded in the notice of the particular lapsed meeting.

Any vice-president who is unable to attend a meeting of the Council may appoint in writing any member of the Council as an alternate to act in the place of that vice-president at that meeting of the Council. An alternate is not eligible to chair the meeting pursuant to rule 7.5 unless specifically elected to that post by the Council.

Where a member of the Council referred to in rule 4.1(b), (c), (d), (e), (f), or (g) is unable to attend a meeting of the Council, the constituent that the member represents may appoint an alternate representative to act in the place of that member at that meeting of the Council.

all members of the Council must be given notice of a teleconference meeting, and all members attending must be linked for the purposes of the meeting; and

at the commencement of each teleconference meeting, each member of the Council taking part in that meeting must be able to hear each of the other participating members; and

at the commencement of the teleconference meeting, each member of the Council must acknowledge his or her presence for the purpose of the meeting to each other member taking part; and

no member of the Council may cease participating in a meeting by disconnecting himself or herself unless the member has obtained the approval of the person chairing the teleconference meeting; and

each member present at the commencement of the meeting forms part of the quorum at all times during the teleconference meeting unless approval to leave the meeting has been given to that member.

Despite rule 7.2, a resolution in writing signed by not less than 75% of the members of the Council is as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.

Any such resolution may consist of several documents in like form, each signed by 1 or more members of the Council.

An email purporting to have been sent by any 1 or more members of the Council is deemed for the purposes of this rule to be a document signed by the member or members purporting to have sent it.

Any resolution made pursuant to this rule must be placed before the next meeting of the Council for confirmation as if it were a minute of a resolution passed at a meeting of the Council duly convened.

subject to rule 8.4, each member of Council has 1 vote; and

in the case of the representative of a branch that has more than 500 members, that representative has 1 additional vote for—

for the purposes of paragraph (b), the number of members of a branch is deemed to be the number of members who practise within the boundaries of that branch as recorded from time to time in the Law Society’s records.

a majority of the total votes cast are cast in favour; and

the majority of the votes of the representatives of not less than 4 branches are cast in favour.

a poll may be demanded in respect of any office only before the first ballot for that office:

where a poll is demanded in respect of any office, all ballots at that meeting for that office must be conducted by a poll:

no candidate is elected to any of those offices unless the candidate has received a clear majority:

clear majority means—

subject to paragraph (g), where, on the first ballot, no candidate obtains a clear majority, a second ballot must be conducted that excludes the candidate who received the least number of votes in the first ballot:

subject to paragraph (g), where, on a second or subsequent ballot, no candidate obtains a clear majority, subsequent ballots must be conducted that exclude on each subsequent ballot the candidate who in the immediately preceding ballot received the least number of votes:

if, in any ballot conducted between only 2 candidates, neither candidate obtains a clear majority, 1 further ballot between the same 2 candidates must be held at that meeting. If, on the further ballot, neither candidate obtains a clear majority, the election must be declared null and void, and the vacancy created by this declaration filled as a casual vacancy:

when 1 of the candidates receives a clear majority, that candidate is elected to that office.

in the case of the Central North Island vice-president, only the representatives of Central North Island branches may vote, and each of those representatives has 1 vote only; and

in the case of the South Island vice-president, only the representatives of South Island branches may vote, and each of those representatives has 1 vote only; and

a candidate is elected only if the votes of a majority of the representatives who are entitled to vote in the election are cast in favour; and

the provisions of rule 8.8(e), (f), (g), and (h), apply with any necessary modifications to the election process.

the president; and

the vice-presidents; and

the president-elect (if any); and

2 to 4 independent board members appointed under rule 5.3A.

Not less than 7 days prior written notice of each meeting of the Board and of the business to be transacted at that meeting must be given by the executive director to the members of the Board and to each constituent.

The period of notice specified in paragraph (a) may be abridged by—

The abridgement and the reasons for it must be recorded in the notice of the particular meeting of the Board.

4 members of the Board (3 of whom must be lawyers) when the Board has 7 members:

5 members of the Board (3 of whom must be lawyers) when the Board has 8 members:

6 members of the Board (4 of whom must be lawyers) when the Board has 9 members:

7 members of the Board (5 of whom must be lawyers) when the Board has 10 members.

Any meeting of the Board lapsing for want of a quorum will stand adjourned to the same time and place 7 days after the original time or such later time or other place as the president or, in the absence of the president, any 2 of the vice-presidents fix by notice given to all members of the Board within 3 days after the lapsed meeting.

The adjourned date specified in paragraph (a) may be abridged by—

The abridgement and the reasons for it must be recorded in the notice of that particular meeting of the Board.

all members of the Board must be given notice of a teleconference meeting, and all members attending must be linked for the purposes of the meeting. Notice for the purposes of this rule may be given by telephone; and

at the commencement of each teleconference meeting, each member of the Board taking part in that meeting must be able to hear each of the other participating members; and

at the commencement of the teleconference meeting, each member of the Board must acknowledge his or her presence for the purpose of the meeting to each other member taking part; and

no member of the Board may cease participating in a meeting by disconnecting himself or herself unless the member has obtained the approval of the person chairing the teleconference meeting; and

each member present at the commencement of the meeting forms part of the quorum at all times during the teleconference meeting unless approval to leave the meeting has been given to that member.

all the functions and powers that the Council from time to time delegates to the Board; and

the functions and powers conferred on it by this Constitution.

A vice-president may, after consultation with the relevant branch or branches, appoint in writing a member, not being a Board member, to be the alternate of the vice-president. The alternate must first be approved by a majority of the Board members.

The alternate is entitled to receive notice of meetings of the Board and, during the absence or unavailability of the appointing vice-president, is entitled to attend and vote at meetings of the Board in the place of the appointing vice-president and has all the rights, powers, duties, and authorities of the appointing vice-president except that—

Despite rule 10.3, a resolution in writing signed by not less than 75% of the members of the Board is as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.

Any such resolution may consist of several documents in like form, each signed by 1 or more members of the Board.

An email purporting to have been sent by any 1 or more members of the Council is deemed for the purposes of this rule to be a document signed by the member or members purporting to have sent it.

Any resolution made pursuant to this rule must be placed before the next meeting of the Board for confirmation as if it were a minute of a resolution passed at a meeting of the Board duly convened.

by resigning; or

by ceasing to hold a practising certificate; or

by the Board cancelling that person’s membership consequent upon that person’s failure to pay a membership subscription within 2 months of the due date or on such other grounds as the Board considers justify cancellation.

published in any publication of the Law Society authorised by the president for that purpose; or

dispatched to members by post to members’ business addresses listed in the Law Society’s records, through the DX system, or by email and in any case without necessarily being personally addressed to each individual member.

1 member of the Board and the executive director; or

2 members of the Board.

the member ceases for any reason to be a member or associate member of the Law Society; or

the member resigns from the section; or

the member fails to pay any fee from time to time payable for membership of the section within 2 months after the due date for payment; or

the membership is terminated in accordance with the rules or bylaws of the section.