In this Constitution, unless the context otherwise requires,—

Unless otherwise stated, all terms and expressions used in this Constitution that have been specifically defined by the Act have the same meaning as in the Act.

Membership of the Society is voluntary.

The following 4 categories of membership are available:

Full membership, affiliated membership, and student membership are all subject to payment of the requisite subscription, which must be advised annually by the Society in accordance with clause 6.

Despite subclause (2)(b), the Society has the discretion to allow a person to be an affiliated member who would not otherwise qualify for such membership.

Applications for membership must be—

Membership may be declined, suspended, or terminated by the Society if the person applying for membership or an existing member—

The Society’s decision in all matters pertaining to membership is final.

A member may resign their membership of the Society at any time by notice in writing to the Society.

The member is liable to pay the annual subscription that applies to the financial year in which their resignation takes effect.

The membership subscription for each category of membership described in clause 2(2) must be—

All membership subscriptions for a financial year must be paid by 30 June in each year following the financial year.

Payment must be made in accordance with rule 48 of the Lawyers and Conveyancers Act (Conveyancing Practitioners: Conduct and Client Care) Rules 2008.

The Board must maintain a register of all current members.

The register must include the following details for each member:

All councillors (including the president and vice-president) must—

All councillors (including the president and vice-president) are elected for a period of 1 year.

If the office of president or vice-president becomes vacant between annual general meetings, the Council must fill the vacancy by appointment from remaining councillors whether or not a quorum exists. The appointed person holds office until the next annual general meeting of the Society.

If the office of councillor becomes vacant between annual general meetings, that position may be filled by appointment by the Council from the membership of the Society and for the duration of its current term. The position does not have to be filled unless the vacancy threatens the Council’s authority to have a quorum. Any such councillors are appointed by a majority vote of existing councillors and hold office until the next annual general meeting of the Society.

Despite subclause (1), up to 3 additional councillors may be appointed to the Council if existing councillors consider that this would assist in advancing the interests of the Society. Additional councillors are appointed by a majority vote of existing councillors and hold office until the next annual general meeting of the Society.

Only full members and life members of the Society are eligible for election or appointment to the Council.

Six weeks before the annual general meeting, the Society must call for nominations for election to the Council, including nominations for the offices of president and vice-president. Nominations must be made in writing by 2 full members or life members of the Society (or a combination of those 2 types of members) and must be received by the Society no less than 4 weeks before the date of the annual general meeting.

All nominations must—

Any councillor (including the president and vice-president) is entitled to retire or resign at any time by notice in writing to the Council.

Any councillor (including the president or vice-president) ceases to be a councillor who—

The Council must meet at quarterly intervals throughout the year, or more often if required by the president.

Council meetings must be called by the president with no later than 1 month’s notice unless all councillors agree otherwise.

Councillors must be advised of the time and venue for the meeting and of the matters to be discussed no less than 5 working days before the meeting unless all councillors agree otherwise.

Council meetings may be held by teleconference or video link from time to time where this is a practicable and efficient means of managing the business of the meeting.

The chairperson must ensure that a proper written record is kept of all matters discussed and all resolutions reached and must ensure that these are circulated to all councillors as soon as is reasonably practicable.

The president normally acts as chairperson at any meeting of the Council, but in the president’s absence the vice-president presides.

The quorum of the Council is 3 councillors, of whom at least 1 must be the president or the vice-president.

The Council may regulate its own proceedings.

Every councillor has the right to vote at all meetings of the Council and has 1 vote, except that, if the circumstances require it, the chairperson also has a casting vote.

All decisions of the Council must be made by majority vote.

At all meetings of the Council, voting is determined first on the voices of councillors, or, if the chairperson so directs, then on a show of hands.

If any 2 councillors request it, a secret ballot must be held instead.

Any councillor who has a conflict of interest in respect of the matter to be voted on must disqualify themselves from voting.

There is a Board of the Society consisting of 4 councillors, including the president and vice-president.

The president and vice-president are automatically Board members. The remaining Board members must be chosen by the Council.

Board members hold tenure on the Board during their tenure as councillors.

If any Board member has their membership of the Society terminated or is removed from the Council for any of the reasons described in clause 10, they immediately cease to be a Board member.

If any Board member resigns from the Board, they may remain on the Council as a councillor.

Up to 3 additional Board members may be appointed to the Board by the Council if the councillors consider that this would assist in advancing the interests of the Society. Additional councillors may be appointed by majority vote of the councillors on the Council.

The Board must meet at quarterly intervals throughout the year, or more often if required by the president.

Board meetings must be called by the president with no later than 1 month’s notice unless all Board members agree otherwise.

Board members must be advised of the time and venue for the meeting and of the matters to be discussed no less than 5 working days before the meeting, unless all Board members agree otherwise.

Board meetings may be held by teleconference or video link from time to time where this is a practicable and efficient means of managing the business of the meeting.

The chairperson must ensure that a proper written record is kept of all matters discussed and all resolutions reached and must ensure that these are circulated to all Board members as soon as is reasonably practicable.

The president normally acts as a chairperson at any meeting of the Board, but in the president’s absence the vice-president acts as chairperson.

The quorum of the Board is 3 Board members, of whom at least 1 must be the president or the vice-president.

The Board may regulate its own proceedings.

Every Board member has the right to vote at all meetings of the Board and has l vote, except that, if the circumstances require it, the chairperson also has a casting vote.

All decisions of the Board must be made by majority vote.

At all meetings of the Board, voting is determined first on the voices of Board members, or, if the chairperson so directs, then on a show of hands.

If any 2 Board members so request, a secret ballot of the Board members must be held instead.

Any Board member who has a conflict of interest in respect of the matter to be voted on must disqualify themselves from voting.

The Society must hold an annual general meeting no later than 30 September every year.

The annual general meeting must be open to all members.

At least 6 weeks before the annual general meeting, the president must—

All matters nominated by members for discussion at the annual general meeting must be—

Three weeks before the annual general meeting, the president must notify all members of—

The following matters must be on the agenda for consideration at every annual general meeting;

If a matter of sufficient magnitude arises and requires resolution by the members of the Society as a whole before the next annual general meeting, the president may call a special general meeting for that purpose.

At least 2 weeks before the special general meeting, the president must notify all members of—

The president normally acts as a chairperson at any general meeting, but in the president’s absence the vice-president acts as a chairperson. In the event that the vice-president is also absent, the Council must choose a councillor to act as chairperson.

The outgoing president or outgoing vice-president (as the case may be) acts as chairperson for the duration of the meeting subject to subclause (1).

The chairperson of the general meeting must—

At least 40% of all members who have the right to vote must be present before a special general meeting can take place.

Every full member and life member has the right to vote at all general meetings of the Society, and each of those members has 1 vote.

Every affiliated member has the right to vote at all general meetings of the Society.

The chairperson at any general meeting has 1 ordinary vote and, if circumstances require it, 1 casting vote.

All decisions must be made by majority vote.

All councillors (including the president and vice-president) must be elected by majority of all members at the annual general meeting by secret ballot. Votes must be taken and counted so that the new Council, president, and vice-president can be announced at the conclusion of the annual general meeting.

If there are insufficient nominees for election to the council including the offices of president and vice-president, then the president may call for nominees from the floor of the annual general meeting.

If there is only 1 nominee for the position of president, that nominee is declared elected.

If there is only 1 nominee for the position of vice-president, that nominee is declared elected.

If the number of nominees for the Council is the same as the number of positions available on the Council (excluding the president and vice-president, who will automatically become members of the Council), those nominees are declared elected.

All other matters requiring resolution by members who have the right to vote at the general meeting (except those matters set down in subclauses (5) to (9)) must be determined first on the voices of members who have the right to vote, or if the chairperson so directs, on a show of hands.

Despite subclause (10), if any 2 members request it, a secret ballot of the members who have the right to vote must be conducted to determine the matters requiring resolution, or, if the chairperson so directs, the matters must be determined on a show of hands.

For the purposes of this clause, a member who nominates a representative, in accordance with clause 24(3), to vote on the member’s behalf at the general meeting is deemed to be present.

Members who are unable to attend a general meeting but who have the right to vote may cast a postal or electronic vote, provided that it is in the approved form.

Postal or electronic votes must be received by the society no later than 5 working days before the date of the general meeting.

Alternatively, a member who has the right to vote but who is unable to be present may nominate a representative to vote on the member’s behalf. This must be done in the approved form and must be duly signed by the person who will be absent. Only full or life members may act as representatives.

All postal or electronic votes properly received by the Society will be counted by the time of the general meeting. At the general meeting these votes will be combined with the outcome of the votes made by members who are present and have the right to vote.

The Council may exercise the following powers:

The Council may delegate any of its powers, either generally or specifically, on any terms and conditions as it thinks fit to any other person.

A delegation may be varied or revoked at any time.

The Council must not delegate the general power of delegation.

The Council may—

The Council may co-opt members to serve on any committees if it considers co-opting of members to be an effective and desirable means of ensuring that the business of the Society is properly progressed.

No committee has the power to further delegate its tasks or functions or to co-opt members.

The main functions of the Board are to—

The Board has—

The Board must comply with all directions given to it by the Council.

The Board may employ staff to assist in exercising its powers and undertaking its functions as described in subclause (1).

The Society’s financial year runs from the start of 1 July to the end of 30 June.

The assets and accounts of the Society must be divided according to its regulatory and representative functions.

The Society’s accounts must show how its regulatory and representative functions respectively have been managed and kept separate throughout the year.

All moneys received through fees, levies, or other charges imposed to support the Society’s regulatory functions must be placed into a separate account and applied to those functions.

All moneys received through subscriptions or other charges charged to members of the Society to support the Society’s representative functions must be placed into a separate account and applied to those functions.

All assets purchased or owned by the Society must be accounted for by reference to the function that they support and, if they span both the Society’s regulatory and representative functions, must be divided and accounted for in the proportion attributable to each function respectively.

Any debts and liabilities incurred must be accounted for in terms of the function that they support and, if they span both the Society’s regulatory and representative functions, must be divided and accounted for in the proportion attributable to each function respectively.

No person may secure any personal profit as a result of the management of the Society’s accounts, except that any professional adviser may be properly recompensed for the adviser’s professional services if those services have been provided at the request of the Council or the Board.

All members of the Society have a right to view the accounts at all reasonable times, and may at any reasonable time require an independent audit of the accounts to be carried out, at their own cost.

The Society’s accounts must be audited every year before the annual general meeting by an independent auditor appointed by the Council who is a member of the New Zealand Institute of Chartered Accountants.

Despite subclause (1), the Council may elect a firm of chartered accountants as auditor if at least a majority of the partners of that firm are members of the New Zealand Institute of Chartered Accountants.

The remuneration of the auditor must be approved by the Council.

The audited accounts must be presented at the annual general meeting.

The Council must provide for the safe custody of the common seal of the Society.

The common seal must not be affixed to any document except under a resolution of—

The execution of any document so sealed must be attested to by 2 councillors, one of whom must be either the president or the vice-president.

Each use of the common seal must be recorded in a register kept for that purpose.

The Society must operate out of a main office as determined by the Council from time to time.

The Society must take reasonable steps to ensure that—

The Board and Council must ensure that all records, accounts, and other documentation kept by them on behalf of the Society are kept in a safe and secure manner at the Society’s main office.

Subclause (1) does not prevent councillors, Board members, or employees of the Society removing certain materials from the Society’s main office for brief periods of time as necessitated by their work on the Society’s behalf.

All formal notifications to the Society, the Council, or the Board must be made to the main office of the Society.

All formal notifications required to be made by the Society, the Council, or the Board, or any other person performing duties on behalf of the Society to any member or members may be made by post, email, or any other means of communication that is deemed necessary and expedient in the circumstances.

Board members, councillors, and other persons acting on behalf of the Society are entitled to reimbursement from the Society of all actual and reasonable expenses incurred by them in the performance of their duties on behalf of the Society, provided that prior approval regarding the expenditure has been obtained from the president or a person appointed by the president for this purpose.

This constitution may not be amended except by a resolution passed by a general meeting of the Society.

Subclause (1) applies only if—