Constitution/Rules of Hamilton Inline Hockey Club Incorporated

CONTENTS

1. NAME | INGOA 2

2. DEFINITIONS | NGĀ WHAKAMĀRAMATANGA 2

3. PURPOSES | NGĀ WHĀINGA 4

   1. Benefiting the community | E whai hua ana ki te hapori 4

   2. No Financial Gain | Kāore he moni whiwhi 5

4. ACT AND REGULATIONS | TE TURE ME NGĀ WHAKARITENGA 6

5. POWERS | NGĀ MANA WHAKAHAERE 6

6. MEMBERS | NGĀ MEMA 6

   1. General membership provisions | NGĀ whakaritenga mō NGĀ mema 6

   2. Membership classes: | NGĀ momo Mema: 7

   3. Admission of Members | Te Whakauru Mema 7

   4. Membership Fees | NGĀ Moni Rēhita 8

   5. Resignation of Membership | Te Tuku i te Mematanga 8

   6. Withdrawal, Suspension, or Termination of Membership | Te Tango, te

      Whakatārewa, te Whakamutu rānei i te Mematanga 8

   7. Appeals against Withdrawal, Suspension or Termination of Membership | NGĀ

      Tonotono Whakahē i te Tango, te Whakatārewa, te Whakamutu rānei i te Mematanga 8

   8. Register of Members | Te Pukapuka Rēhita o NGĀ Mema 8

7. OFFICERS OF THE CLUB | NGĀ āPIHA O TE KARAPU 9

   1. The Elected Officers of the club will be: | Ko NGĀ āpiha o te Karapu ko: 9

   2. Election of Officers and Committee | Te Pōti mō NGĀ āpiha me te Komiti 10

8. DUTIES OF THE COMMITTEE | NGĀ MAHI O TE KOMITI 10

   1. President | Tumuaki 10

   2. Vice-President | Tumuaki Tuarua 11

   3. Club Captain | Kāpene Karapu 11

   4. Secretary | Hēkeretari 11

   5. Treasurer | Kaitiaki Moni 11

   6. Contact Person(s) | Tangata Whakapā 11

      8.8. Managing interests of the Committee | Te whakahaere i NGĀ pānga o te Komiti 12

9. MEETINGS OF THE CLUB | NGĀ HUI O TE KARAPU 13

   1. General Meetings | NGĀ Hui WHĀnui 13

   2. Voting at Club Meetings | Te Pōti i NGĀ Hui Karapu 13

   3. Quorum for Club Meetings | Te Kōrama mō NGĀ Hui Karapu 13

   4. Business of an Annual General Meeting | NGĀ Mahi mō te Hui ā-Tau 14

   5. Special General Meetings | NGĀ Hui Motuhake 14

   6. Alteration of the Rules | Te Whakarerekē i NGĀ Tikanga 14

10. OFFICERS' INDEMNITY | NGĀ UTU āPIHA 15

11. DISPUTE RESOLUTION | TE WHAKATAU TAUTOHE 15

    1. Making a complaint | Te whakatakoto amuamu 15

    2. Person who makes complaint has right to be heard | Ko te tangata e amuamu ana e tika ana kia rongohia 16

    3. Person who is subject of complaint has right to be heard | Ko te tangata kei raro i te amuamu e tika ana kia rongohia 16

    4. Investigating and determining dispute | Te tirotiro me te whakatau tautohe 16

    5. Club may decide not to proceed further with complaint | Ka whakatau pea te Karapu kia kaua e haere tonu me te amuamu 17

    6. Club may refer complaint | Ka taea e te Karapu te tuku amuamu 17

    7. Decision makers | Nga Kaihanga whakatau 17

12. GENERAL PROVISIONS | NGĀ TIKANGA WHĀNUI 17

13. COMMON SEAL | TE H?RI O TE KARAPU 18

14. LIQUIDATION | TE WHAKAMUTU I TE KARAPU 18

INTRODUCTORY RULES

1. NAME | INGOA

   The name of the society is Hamilton Inline Hockey Club Incorporated | Te Manatōp? Karapu Hōk? Rōraina o Kirikiriroa (in these Rules referred to as the ?HIHC/Club').

   
   

2. DEFINITIONS | NGĀ WHAKAMĀRAMATANGA

   In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:

   
   

   ?Act' means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments made to it from time to time) and any regulations made under the Act or under any Act which replaces it.

   
   

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

   
   

   ?Associated Person' means a person who:

   • may obtain a financial benefit from any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the HIHC) where that person is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of that Member.

   • may have a financial interest in a person to whom any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the HIHC) relates.

   • is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom any matter being dealt with by any Member (as a Committee Member, or in any General Meeting, or otherwise for the HIHC) relates.

   • may be interested in the matter because the HIHC's constitution so provides. but no such Member shall be deemed to have any such interest:

   • merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or

   • if that Member's interest is the same or substantially the same as the benefit or interest of all or most other members of the HIHC due to the membership of those members; or

   • if that Member's interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence that Member in carrying out that Member's responsibilities under the Act or the HIHC's constitution.

   
   

   ?Clear Days' means complete days, excluding the first and last named days (for instance, excluding the date a Notice of meeting is posted or sent to Members and the date of the meeting).

   
   

   ?Club Captain' means the Officer and Committee Member responsible for, among other things, overseeing the training and development of players of the HIHC.

   
   

   ?Contact Person' means a person holding the position of contact person of the HIHC for the purposes of sections 112 to 116 of the Incorporated Societies Act 2022.

   
   

   ?Committee' means the HIHC's governing body.

   
   

   ?Committee Meeting' means a meeting of the Committee held at least once per month which, among other things, will discuss operational matters relating to the HIHC.

   
   

   ?Committee Member' means a member of the Committee, including the Officers i.e. President, Vice-President, Secretary, Treasurer and Club Captain.

   
   

   ?General Meeting' means either an Annual General Meeting or a Special General Meeting

   of the HIHC.

   
   

   ?Interest' has the meaning given to it under section 62 of the Act.

   
   

   ?Member' means a person who has applied to be a member and whose membership has been approved according to these rules.

   
   

   ?Notice' to members includes any notice given by post or email; and the failure for any reason of any member to receive such notice or information shall not invalidate any meeting or its proceedings or any election.

   
   

   ?Officer' is defined as a natural person who occupies a position of significant influence over

   the management or administration of the HIHC. An Officer must have consented to be an officer and must certify that they are not disqualified under section 47(3) of the Act.

   
   

   ?President' means the Officer and Committee Member responsible for, among other things, overseeing the governance and operations of the HIHC and chairing Meetings.

   
   

   ?Register of Interests' means the register of interests of Committee Members kept under these Rules.

   
   

   ?Register of Members' means the register of Members kept under these Rules. ?Rules' means the rules in this document.

   ?Secretary' means the Committee Member responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording minutes of General Meetings and Committee Meetings.

   
   

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

   
   

   ?Treasurer' means the Officer and Committee Member responsible for, among other things, overseeing the finances of the HIHC.

   
   

   ?Vice President' is the Officer and Committee Member elected or appointed who assumes the duties of the President in the absence of the President.

   
   

3. PURPOSES | NGĀ WHĀINGA‌

   1. Benefiting the community | E whai hua ana ki te hapori

      1. The purposes of the HIHC are to benefit the community by promoting (but not being limited to) the following charitable purposes (as defined in the Charities Act 2005):-

         1. encouraging, developing and promoting high participation in the sport;

         2. encouraging and developing excellence in performance;

         3. promoting a high standard of teamwork, comradeship and spirit within the HIHC and broader community that it operates within;

         4. encouraging HIHC members to make healthy choices, through participation in sport and positive experiences of social wellbeing and belonging;

         5. creating opportunities for all participants (e.g. players, coaches, officials and administrators) to reach their potential;

         6. fostering the members' participation in local, regional, national and international competition etc; affiliations with appropriate New Zealand associations and relationships with any International entity that helps to enable club development;

         7. serving the common interest of HIHC and the community by providing a means of exchange of ideas that support the enhancement, growth and sustainability of inline hockey and other sports in Waikato;

         8. developing and fostering effective working relationships with councils, sports bodies,

            clubs, statutory and community organisations;

         9. representing the HIHC at local, regional, national and international meetings;

         10. fostering the growth and development of inline hockey and other sports within the greater Waikato area by providing access to programmes which are regularly reviewed and strengthened;

         11. operating as an Incorporated Society; as a not-for-profit sporting club;

         12. providing good governance for the HIHC and its activities;

         13. ensuring the HIHC business is conducted with integrity, providing effective management, safety in sport and provision of quality coaching and competition;

         14. the objectives of the HIHC will not include or extend to any matter or thing which is or could be held or determined to be non-charitable within the laws of New Zealand and the powers and purposes of the HIHC will be restricted accordingly and limited to New Zealand.

   2. No Financial Gain | Kāore he moni whiwhi

      1. The HIHC must not operate for the purpose of, or with the effect of:

         1. any Member of the HIHC deriving any personal financial gain from membership of the HIHC, other than as may be permitted by law, or

         2. returning all or part of the surplus generated by the HIHC's operations to Members, in money or in kind, or

         3. conferring any kind of ownership in the HIHC's assets on Members.

      2. The HIHC will not operate for the financial gain of Members simply if the HIHC:

         1. engages in trade,

         2. for matters that are incidental to the purposes of the HIHC, pays a Member of the HIHC that is a body corporate that is not, or are the trustees of a trust that are not, carried on for the private pecuniary profit of any individual,

         3. reimburses a Member for reasonable expenses legitimately incurred on behalf of the HIHC or while pursuing the HIHC's purposes,

         4. provides benefits to members of the public or of a class of the public and those persons include Members or their families,

         5. pays a Member a salary or wages or other payments for services to the HIHC on arm's length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms),

         6. pays any Member interest at no more than current commercial rates on loans made by that Member to the HIHC, or

         7. provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the HIHC.

      3. No Member, or Associated Person, is allowed to take part in, or influence any decision made by the HIHC in respect of payments to, or on behalf of, the Member or Associated Person of any income, benefit, or advantage.

      4. Any payments made to a Member or Associated Person must be for goods and services that advance the charitable purpose and must be reasonable and relative to payments that

         would be made between unrelated parties.

         
         

4. ACT AND REGULATIONS | TE TURE ME NGĀ WHAKARITENGA

   1. Nothing in these rules authorises the HIHC to do anything which contravenes or is inconsistent with the Act or any regulations made under the Act, or any other legislation.

      
      

5. POWERS | NGĀ MANA WHAKAHAERE

   1. The HIHC has the power to:-

      1. develop, organise, deliver and participate in programmes of education and training;

      2. make or alter rules, regulations and policies by resolution in a General Meeting. Regulations and policies may be attached as a separate document appended to these Rules;

      3. adopt changes to the competition rules;

      4. organise and control competitions;

      5. promote the HIHC and its activities;

      6. take actions to attain the purposes of the HIHC;

      7. subscribe to, affiliate to and co-operate with other organisations, including national teams;

      8. share information about members only with their consent, to achieve the purposes of the HIHC;

      9. develop policies and associated disciplinary procedures, including drug testing;

      10. withdraw, suspend or terminate a member's membership;

      11. implement disciplinary procedures and impose sanctions and penalties;

      12. establish tribunals, conduct hearings and hear appeals;

      13. delegate duties, co-opt or appoint sub-Committees or individuals;

      14. develop job descriptions and appoint and terminate staff (volunteer, casual, contract, other);

      15. lend, invest, borrow, raise or secure funds; fundraise by subscriptions, levies, donations etc.; incur liabilities; apply funds to achieving the purposes of the HIHC;

      16. arrange any insurance as necessary;

      17. enter into and terminate contracts with athletes, staff, members, sponsors, media and other persons, agencies and organisations;

      18. determine the conditions on which members may use the property of the HIHC;

      19. acquire by purchase, lease or grant any property or property rights and to manage, let, sell, exchange or otherwise deal with the property of the HIHC; Construct, maintain, mortgage and dispose of such property.

      
      

6. MEMBERS | NGĀ MEMA

   1. General membership provisions | NGĀ whakaritenga mō NGĀ mema

      1. The HIHC may have an unlimited number of members. The HIHC will ensure that the minimum number of members required by the Act is maintained.

      2. All members must consent in writing to being members.

      3. Membership applicants must complete an annual membership application form as specified in the HIHC policies. Membership is attained or renewed when that membership application is formally ratified by the Committee.

      4. Applications for membership may be refused if the applicant has existing debt with:

         1. the HIHC; or

         2. Inline Hockey New Zealand (IHNZ); or

         3. other Inline Hockey Clubs within New Zealand.

      5. The Secretary is the primary contact for members of the HIHC. Changes of physical address, email address and contact numbers must be notified to the Secretary, preferably by email.

      6. Notices to members will be primarily by email, social media or by phone.

      7. HIHC Rules and Policies are available on the HIHC website [a hard copy may be requested]. Members acknowledge their familiarity with the HIHC Rules and Policies when they submit their annual membership application form online.

   2. Membership classes: | NGĀ momo Mema:

      1. Senior Playing Members ? These members are 17 years of age or older at 1 January of the calendar year and are required to register with IHNZ.

      2. Junior Playing Members ? These members are 16 years of age or younger at 1 January of the calendar year. They will enjoy the rights and privileges, and have the obligations as prescribed in these Rules and HIHC Policies, except that only their Guardian Member is eligible to vote at General Meetings of the HIHC. All applications for Junior Playing Membership must be submitted by the player's Guardian.

      3. Guardian Members ? One guardian of a Junior Playing Member may have a Guardian Membership of the HIHC while the Junior Playing Member is a financial member and aged 16 years or younger at 1 January of the calendar year. Guardian Members are entitled to be elected as an officer of the HIHC and are entitled to a single vote (on behalf of the Junior Member) at all General Meetings of the HIHC.

      4. Goalie ? Ordinary member required to register with IHNZ. They will enjoy the rights and privileges, and have the obligations as prescribed in these Rules and HIHC Policies, except they will not be required to pay training fees.

      5. Non-Playing Members ? Ordinary members 18 years or older at 1 January of the calendar year. They are entitled to attend training sessions but not compete in any regional league games or IHNZ affiliated tournaments.

      6. Associate Members ? Ordinary members 18 years or older at 1 January of the calendar year. Can hire the HIHC facility at member rates and vote at General Meetings.

      7. Honorary Life Members ? A person recognised for significant service and contribution to the HIHC elected as a Life Member by a resolution passed at a Committee meeting called for that purpose. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions.

      8. Volunteer Members ? A non-financial member without voting rights.

   3. Admission of Members | Te Whakauru Mema

      1. Each membership application or renewal is approved by the Committee.

      2. Approval of new member applications will take place at the first ordinary meeting of the Committee following receipt of the applicant's fully completed membership application form.

      3. The Committee may accept or decline an application for membership. The Committee must advise an applicant of any decision to decline a membership, and provide reasons for that decision.

   4. Membership Fees | NGĀ Moni Rēhita

      1. The HIHC's annual fees are determined by the Committee. There may be different fee levels for different classes of membership. Fee changes must be notified to members.

      2. HIHC fees are invoiced between February and July each year. If members are unable to pay on invoice, payment arrangements may be made, but fees must be paid in full by 30 August each year.

      3. If members join part way through a year the Committee will determine the amount to be paid based on the number of trainings and games left in the season.

      4. If there are any fees owing from the previous year, the outstanding fees must be paid before membership is renewed.

      5. All Senior and Junior Playing Members and game officials must also subscribe to any affiliated National Body. The HIHC requires that the affiliation fee is paid in full before the Playing Member's or Official's first affiliated sanctioned tournament or league game.

   5. Resignation of Membership | Te Tuku i te Mematanga

      1. A resignation during the season must be sent to the Secretary in writing either by email or post.

   6. Withdrawal, Suspension, or Termination of Membership | Te Tango, te Whakatārewa, te Whakamutu rānei i te Mematanga

      1. Membership may be withdrawn, suspended or terminated if a member:

         1. is convicted of an offence; or

         2. fails to comply with any of the provisions of these Rules or HIHC policies; or

         3. acts in a manner considered by the Committee to be contrary to the culture or tikanga of the HIHC; or brings the HIHC or the sport into disrepute.

      2. Membership may be withdrawn, suspended or terminated through a resolution passed at a Committee Meeting called for that purpose.

   7. Appeals against Withdrawal, Suspension or Termination of Membership | NGĀ Tonotono Whakahē i te Tango, te Whakatārewa, te Whakamutu rānei i te Mematanga

      1. A person whose membership has been withdrawn, suspended or terminated may, within 30 days of receiving written notification, provide written notice to the Secretary of their intention to appeal against the decision of the Committee.

      2. Appeals will be handled in accordance with HIHC policies.

   8. Register of Members | Te Pukapuka Rēhita o NGĀ Mema

      1. The Committee will maintain a register containing the full name; preferred postal address; email address; phone details; date of birth; occupation; category of membership; and date

         of joining of all members of the HIHC together with the dates and details of all subsequent changes. The Committee will keep and maintain the register in accord with the provisions of the Privacy Act 2020 and the Act.

         
         

7. OFFICERS OF THE CLUB | NGĀ āPIHA O TE KARAPU

   1. The Elected Officers of the club will be: | Ko NGĀ āpiha o te Karapu ko:

      1. President;

      2. Vice-President;

      3. Club Captain;

      4. Secretary; and

      5. Treasurer.

      1. The Committee of the HIHC comprises the elected officers of the HIHC (above) and up to 8 other elected members.

      2. Officers of the HIHC have the following duties (as per sections 54-61 of the Act):

         1. to act in good faith and in the best interests of the HIHC, and to use their powers for a proper purpose;

         2. to comply with requirements of the Act and with the HIHC's constitution;

         3. to exercise the degree of care and diligence that a reasonable person with the same responsibilities within the HIHC would exercise in the same circumstances, taking into account the nature of the HIHC; the nature of the decision; the position of the officer and the nature of the responsibilities being undertaken;

         4. to ensure the activities of the HIHC are not undertaken recklessly or in a manner that is likely to create a substantial risk of serious loss to the HIHC's creditors;

         5. to ensure the HIHC does not incur obligations unless the officer believes at that time on reasonable grounds that the society will be able to perform the obligation when it is required to do so.

      3. An Elected Officer or Committee Member will forfeit automatically and immediately their office if they breach any provision of the Act or the Charities Act 2005, or if they resign or are otherwise unable to attend to their duties as a member of the Committee.

      4. To ensure that the elected Committee are eligible for office and not disqualified by section 47(3) of the Act or by section 16(2) of the Charities Act 2005. Any person who becomes disqualified who at the time is an Elected Officer, will immediately cease to be an Elected Officer upon becoming so disqualified.

      5. A person is disqualified from being an officer if he or she is:

         1. prohibited from being an officer of an incorporated society under the Act;

         2. prohibited from being a director or taking part in the management of an incorporated or unincorporated body under the Companies Act 1993, the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993 (or their successors);

         3. subject to an order to manage or administer property under the Protection of Personal and Property Rights Act 1988; or

         4. an individual who does not comply with the requirements of officers contained in the rules of Hamilton Inline Hockey Club Incorporated.

   2. Election of Officers and Committee | Te Pōti mō NGĀ āpiha me te Komiti

      1. All members who are in good standing will be eligible for election as an Officer or onto the Committee, unless stated otherwise within these rules.

      2. The election of the Officers and Committee will take place at the Annual General Meeting of the HIHC, and persons elected will remain in office until the election at the next Annual General Meeting, except where resignations have been accepted or where clauses 7.1.4 and 7.1.5 apply and positions must be vacated.

      3. Nomination for individual positions on the Committee must be in writing signed by both the nominating member and the nominee member and must be in the hands of the Secretary 14 clear days before the Annual General Meeting. The received nominations will be published 7 clear days prior to the Annual General Meeting.

      4. When vacancies still exist on the day of the Annual General Meeting, nominations will be accepted at the meeting.

      5. Where the number of candidates exceeds the number to be elected, a secret ballot will be conducted.

      6. At the Annual General Meeting of the HIHC, all elected Officers and Committee Members will retire from office but, will be eligible upon nomination for re-election.

      7. The elected Officer positions (President, Vice President, HIHC Captain, Treasurer, and Secretary) may be held by the same member for up to three years unless clause 7.2.8 applies. All current Officers must stand down at the Annual General Meeting pending the new election. The individuals holding these offices may stand for another Officer position or as a Committee member at the end of their three-year period.

      8. In the event a position cannot be filled, the incumbent officer/s may continue until such time as the position/s is filled.

      9. The Committee may fill from their number any Officer vacancy in the HIHC until the next election of Officers at the next Annual General Meeting.

      10. The Committee may co-opt HIHC members to fill vacancies in the Committee. Such co-opted Members will have the full powers and responsibilities of elected Committee Members (clause 7.1.2).

      11. All Committee members must consent to being registered with the Registrar of Incorporated Societies and the Charities Commission (if applicable) and their names being public record as being part of the Committee.

      12. HIHC Committee meetings are open to any member, however the HIHC Committee has the right to go into ?closed Committee? and non-Committee members must remove themselves for this purpose.

      13. The Committee may set up Sub-Committees with one Committee member being a member of the Sub-Committee.

          
          

8. DUTIES OF THE COMMITTEE | NGĀ MAHI O TE KOMITI

   1. President | Tumuaki

      1. The President is the Senior Executive Officer of the HIHC and when present at any meeting of the HIHC or Committee will control proceedings.

      2. The President has the casting vote in event of equality of voting.

   2. Vice-President | Tumuaki Tuarua

      1. The Vice-President assumes the duties of the President in the absence of the latter.

   3. Club Captain | Kāpene Karapu

      1. The Club Captain is the link between the administration of the HIHC and the athletes. The Club Captain may represent the views of the athletes within the HIHC and contribute to the development of the club through providing advice and guidance from an athlete perspective. The Club Captain is responsible for ensuring the athletes follow and understand the HIHC policies and rules in general.

   4. Secretary | Hēkeretari

      1. The Secretary records the business of all meetings, reads and preserves all communications, issues notices of meetings, conducts correspondence, has custody of the Common Seal (see clause 13) and maintains the register of the members.

   5. Treasurer | Kaitiaki Moni

      1. The Treasurer receives all HIHC funds and deposits them in the name of the HIHC into the HIHC bank accounts. The bank accounts are operated by the Treasurer on behalf of the HIHC. The Committee authorises bank account signatories, which are recorded in the minutes. Internet banking is used wherever possible. Passwords will be known only by the Treasurer, and any other Officers authorised by the Committee.

      2. Accounts will be paid by the Treasurer upon reasonable evidence of authenticity. If the Treasurer is in doubt about any payment, s/he will seek authority of the Committee.

      3. The Committee will ensure true accounts are kept by the Treasurer of:

         1. all funds received and expended by the HIHC and in matters relating to the said receipts and expenditure;

         2. all assets, credits, liabilities of any description affecting any affairs or property of the HIHC.

      4. The books of the HIHC will be open to inspection by members of the HIHC at such reasonable times and such reasonable places as may be determined by the Committee.

      5. The Treasurer will prepare monthly reports showing profit and loss information, grants received and spent, and any fundraising money.

      6. The Treasurer will work with an external Accredited Financial Agency approved by the Committee to prepare the HIHC Annual Financial Statement.

      7. The Annual Financial Statement must:

         1. contain the following information:

            1. the income and expenditure, or receipts and payments, of the HIHC during the accounting period; and

            2. the assets and liabilities of the HIHC at the close of the accounting period; and

            3. all mortgages, charges, and other security interests of any description affecting any of the property of the HIHC at the close of the accounting period; and

         2. otherwise comply with requirements prescribed by the regulations.

   6. Contact Person(s) | Tangata Whakapā

      1. The Contact Person(s) of the HIHC:

         1. is responsible for interactions with government and others;

         2. must be at least 18 years of age and reside in New Zealand;

         3. must be a current Committee Member;

         4. is appointed by the Committee at a meeting called for that purpose.

      2. The name and address of the Contact Person(s), and any changes, must be notified to the Registrar of Societies.

      3. The HIHC must at all times have at least 1 contact person (and may have up to 3 contact persons).

         
         

   7. Management of the Club | Te Whakahaere o te Karapu

      1. The Committee is responsible for managing the HIHC (see clause 7.1.1).

      2. The Committee must prepare or have prepared an Annual Report for each year ended 30 September. The report will be distributed to all members prior to, or at, the Annual General Meeting.

      3. The Committee must ensure the rules of the HIHC, together with any amendments, are registered with the Registrar of Incorporated Societies within 6 months of the balance date.

      4. The Committee has the power to produce such Bylaws, Regulations and Standing Orders as may be deemed necessary from time to time, provided that these are not inconsistent with the Act or the Rules of the HIHC.

      5. The Committee appoint and dismiss all other office-holders of the HIHC, including team coaches and managers.

      6. Only the elected officers (see clause 7.1) have the power to contractually commit the HIHC, and all such commitments will be recorded by resolution in the minute book and contractual documents embossed with the common seal (see clause 13).

      7. The Committee has the power to appoint sub-committees for any specific purposes and to delegate to such sub-committees the functions and responsibilities that the Committee deems necessary.

   8. Managing interests of the Committee | Te whakahaere i NGĀ pānga o te Komiti

      1. Any Committee member who is or may be in any other capacity whatever interested or concerned directly or indirectly in any property or undertaking in which the HIHC is or may be in any way concerned or involved must disclose the nature and extent of that member's interest to the other Committee members, and must not take part in any deliberations or decision of the Committee concerning any matter in which that member is or may be interested other than as a Committee member of the HIHC. That officer may not be part of the quorum for any such deliberation or decision.

      2. A Committee member is interested in the matter if the Committee member:

         1. is a party to, or will derive a material financial benefit from that matter;

         2. has a material financial interest in another party to the matter;

         3. is a director, officer or trustee of another party to, or person who will or may derive a material financial benefit from the matter;

         4. is the parent, child or spouse of another party to, or person who will or may derive a

            material financial benefit from the matter; or

         5. is otherwise directly or indirectly interested in the matter.

      3. A disclosure of interest by a Committee member must be recorded in the HIHC's register of interests. All Committee members must at every Committee meeting disclose any new interests which are relevant to HIHC business and satisfy any of the criteria above in clause 8.8.2.

      4. As a not-for-profit organisation, the officers and members may not receive any distributions of profit or income from it. This does not prevent officers or members:

         1. receiving reimbursement of actual and reasonable expenses incurred, or

         2. entering into any transactions with the HIHC for goods or services supplied to or from them, which are at arms length, relative to what would occur between unrelated parties.

            Provided no officer or member is allowed to influence any such decision made by the organisation in respect of payments or transactions between it and them, their direct family or any associated entity.

      5. Approval through resolution of the committee must be sought in advance of:

         1. any expenditure occurring, which will result in reimbursement being sought;

         2. any services being arranged or delivered, which will require payment by the HIHC.

            
            

9. MEETINGS OF THE CLUB | NGĀ HUI O TE KARAPU

   1. General Meetings | NGĀ Hui WHĀnui

      1. The Annual General Meeting is open to all members and must be held within three months of the close of the financial year (i.e., 30 September).

      2. A general meeting may be held at 2 or more venues using any technology that gives each member a reasonable opportunity to participate.

      3. Financial Members may attend all meetings of the HIHC but closed meetings of the HIHC may occur as per clause 7.2.12.

      4. The Secretary must convene all General Meetings of the HIHC. In the case of the Annual General Meeting and any Special General Meeting, 14 clear days' notice will be given to the Members of the HIHC. The manner by which such notice is given will be determined by the Committee. For General Meetings, notification to members must (at a minimum) be by email.

   2. Voting at Club Meetings | Te Pōti i NGĀ Hui Karapu

      1. Every financial member present and entitled to vote may cast one vote, and in the case of an equality of votes, the President or person acting as chairperson will have a second or casting vote.

      2. Members must be present at a meeting to cast their votes. Proxy voting is not available.

   3. Quorum for Club Meetings | Te Kōrama mō NGĀ Hui Karapu

      1. At any General Meeting, a quorum requires more than half of the Committee (including 4 Officers) to be present and 10 members, who are not part of the Committee.

      2. At any Committee Meeting, a quorum requires more than half of the Committee (including 3 Officers) to attend.

      3. No business will be transacted at any Meeting unless a quorum of members is present at the time when the meeting proceeds to business.

      4. If within half an hour of the time appointed for the commencement of a General Meeting a quorum is not present, the meeting must be adjourned to such other day time and place as the Committee may determine.

      5. The Chairperson may, with the consent of the members at any meeting at which a quorum is present (and if directed by the members), adjourn the meeting, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from the time at which the adjournment took place. When a meeting is adjourned for 3 days or more, notice of the adjourned meeting must be given as in the case of an original meeting.

   4. Business of an Annual General Meeting | NGĀ Mahi mō te Hui ā-Tau

      1. The business to be transacted at every Annual General Meeting will include:

         1. approval of the minutes of the previous Annual General Meeting.

         2. receiving of the Committee's report and the financial statements for the preceding financial year. An annual plan and budget must be available on request.

         3. the election of Officers and members of the Committee;

         4. The strategic plan;

         5. a summary of the nature and extent of any disclosures of interests made by officers recorded during the year;

         6. amendments to these Rules and the HIHC Bylaws (See clause 9.6);

         7. general business.

   5. Special General Meetings | NGĀ Hui Motuhake

      1. The Secretary will convene a Special General Meeting when directed to do so by the Committee or on a request in writing signed by not less than half the members of the Committee or not less than one third of the Members of the HIHC. Any request must clearly state the reasons for the meeting and the nature of the business to be transacted;

      2. The business of a Special General Meeting will be as stated in the notice and no other business will be transacted unless authorised by the Committee and stated in the notice calling the meeting.

      3. A quorum must be as set out in the HIHC General Meetings.

   6. Alteration of the Rules | Te Whakarerekē i NGĀ Tikanga

      1. The Rules of the HIHC may be altered, added to, or rescinded in part or whole (except the HIHC must always act for charitable purposes) at any Annual General Meeting or Special General Meeting called for that purpose, and where at least 14 Clear Days' notice has been given by email to the members. The notice must contain a copy of any alterations to be moved at the meeting.

      2. All proposed alterations to the Rules must be sent by Notice of Motion signed by the proposing and seconding members and delivered to the Secretary not less than 28 Clear Days before the Annual General Meeting or Special General Meeting called for the purpose of altering the Rules.

      3. In addition to any other requirements in the rules, every amendment to the rules must be

         approved by a majority vote of members attending and voting at the general meeting.

      4. Every alteration of the rules must be signed by at least 3 members of the HIHC and delivered to the Registrar of Incorporated Societies by the Contact Person within 25 working days of the amendment, accompanied by a certificate by an officer of the HIHC in compliance with section 33 of the Act.

      5. The amendment will take effect from the time of registration or a date specified in the amendment.

         
         

10. OFFICERS' INDEMNITY | NGĀ UTU āPIHA

    1. The HIHC will:

       1. indemnify all officers, Committee members or co-opted members for costs incurred in defending criminal or civil proceedings relating to liability for his or her actions as an officer where judgment is given in favour of the officer or he or she is acquitted;

       2. indemnify an officer, Committee member or co-opted member against liability to third parties for that person's actions in his or her capacity as an officer, Committee member or co-opted member (and for costs relating to any claim or proceedings relating to that liability), unless the liability is criminal liability or any liability resulting from a breach of the duty to act in good faith and in the best interests of the HIHC.

    2. The Committee may arrange insurance for the officers, Committee members or co-opted members in respect of potential liability (except criminal liability) for any acts or omissions committed by an officer in his or her capacity as an officer.

    3. In any other case, the HIHC will not indemnify an officer in respect of any liability for any action as an officer or the costs incurred by the officer in defending or settling any claim or proceedings against that officer.

       
       

11. DISPUTE RESOLUTION | TE WHAKATAU TAUTOHE

    1. Making a complaint | Te whakatakoto amuamu

       1. A member or an officer may make a complaint by giving to the committee (or a complaints subcommittee) a notice in writing that:

          1. states that the member or officer is starting a procedure for resolving a dispute in accordance with the HIHC's constitution; and

          2. sets out the allegation to which the dispute relates and whom the allegation is against; and

          3. sets out any other information reasonably required by the HIHC.

       2. The HIHC may make a complaint involving an allegation against a member or an officer by giving to the member or officer a notice in writing that:

          1. states that the society is starting a procedure for resolving a dispute in accordance with the HIHC's constitution; and

          2. sets out the allegation to which the dispute relates.

       3. The information given under subclause 11.1.1(b) or 11.1.2)(b) must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.

       4. A complaint may be made in any other reasonable manner permitted by the HIHC's

          constitution.

    2. Person who makes complaint has right to be heard | Ko te tangata e amuamu ana e tika ana kia rongohia

       1. A member or an officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.

       2. If the HIHC makes a complaint:

          1. the HIHC has a right to be heard before the complaint is resolved or any outcome is determined; and

          2. an officer may exercise that right on behalf of the HIHC.

       3. Without limiting the manner in which the member, officer, or HIHC may be given the right to be heard, they must be taken to have been given the right if:

          1. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and

          2. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and

          3. an oral hearing (if any) is held before the decision maker; and

          4. the member's, officer's, or HIHC's written statement or submissions (if any) are considered by the decision maker.

    3. Person who is subject of complaint has right to be heard | Ko te tangata kei raro i te amuamu e tika ana kia rongohia

       1. This clause applies if a complaint involves an allegation that a member, an officer, or the society (the respondent):

          1. has engaged in misconduct; or

          2. has breached, or is likely to breach, a duty under the HIHC's constitution or bylaws or the Act; or

          3. has damaged the rights or interests of a member or the rights or interests of members generally.

       2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined.

       3. If the respondent is the HIHC, an officer may exercise the right on behalf of the HIHC.

       4. Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if:

          1. the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and

          2. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and

          3. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and

          4. an oral hearing (if any) is held before the decision maker; and

          5. the respondent's written statement or submissions (if any) are considered by the decision maker.

    4. Investigating and determining dispute | Te tirotiro me te whakatau

       tautohe

       1. The HIHC must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its constitution, ensure that the dispute is investigated and determined.

       2. Disputes must be dealt with under the constitution in a fair, efficient, and effective manner.

    5. Club may decide not to proceed further with complaint | Ka whakatau pea te Karapu kia kaua e haere tonu me te amuamu

       1. Despite clause 11.7, the HIHC may decide not to proceed further with a complaint if:

          1. the complaint is trivial; or

          2. the complaint does not appear to disclose or involve any allegation of the following kind:

             1. that a member or an officer has engaged in material misconduct:

             2. that a member, an officer, or the HIHC has materially breached, or is likely to materially breach, a duty under the HIHC's constitution or bylaws or the Act:

             3. that a member's rights or interests or members' rights or interests generally have been materially damaged:

          3. the complaint appears to be without foundation or there is no apparent evidence to support it; or

          4. the person who makes the complaint has an insignificant interest in the matter; or

          5. the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or

          6. there has been an undue delay in making the complaint.

    6. Club may refer complaint | Ka taea e te Karapu te tuku amuamu

       1. The HIHC may refer a complaint to:

          1. a subcommittee or an external person to investigate and report; or

          2. a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.

       2. The HIHC may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

    7. Decision makers | Nga Kaihanga whakatau

       1. A person may not act as a decision maker in relation to a complaint if 2 or more members of the committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:

          1. impartial; or

          2. able to consider the matter without a predetermined view.

             
             

12. GENERAL PROVISIONS | NGĀ TIKANGA WHĀNUI

    1. No member may take any legal action against the HIHC (other than for goods sold and delivered and services rendered), and members must conform to the decisions of the Committee.

    2. These rules are the rules of the HIHC and are binding on members together with the HIHC policies.

    3. The HIHC provides a service to members and no person is entitled under these rules to derive any direct benefit or advantage from the HIHC which is not within the purposes of the HIHC.

       
       

13. COMMON SEAL | TE H?RI O TE KARAPU

    1. The Common Seal of the HIHC is approved and adopted by the Committee and held by the Secretary. The Common Seal must be affixed to documents by direction of the Committee and in the presence of two or more members of the Committee (also see clause 8.7.6).

       
       

14. LIQUIDATION | TE WHAKAMUTU I TE KARAPU

1. The HIHC may be put into liquidation if, at a General Meeting of Members a resolution is passed to dissolve the HIHC and appoint a liquidator. This resolution must be confirmed at a subsequent General Meeting called for that purpose and not earlier then 30 days after the date on which the resolution to be confirmed was passed.

2. The Committee must ensure written notice of the resolution is sent to every member of the HIHC within 20 days or less of a resolution to liquidate.

3. If upon the liquidation of the HIHC there remains after the satisfaction of its liabilities any property, the property must not be paid to or transferred to any members of the HIHC but must be transferred to some other charitable organization or body that has purposes similar to the HIHC. The organisation must be chosen by the majority of Members at an Annual General Meeting or Special General Meeting at or before the liquidation, and if no such meeting is able to be convened then to an organization chosen by the Registrar of Incorporated Societies.

- RULES END -