Draft Constitution

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The Draft Constitution of Wikimedia New Zealand

Name

1. The name of the organisation shall be Wikimedia New Zealand Incorporated. Hereinafter referred to as the “Society”

Description

2. The Society is duly Registered and Incorporated under The Incorporated Societies Act 1908.
3. The Society is (a) non-sectarian and (b) non-party political in that it does not, except by the submission of questions and the publication of answers thereto, influence or seek to influence the views of its members regarding any candidate for public office or any political or municipal party.
4.
(a) The Society supports the work of the Wikimedia Foundation, Inc Hereinafter referred to as the “Foundation” a non-profit company incorporated in Florida in the United States of America, however the Society is not legally an entity of the Foundation. The Society represents the Foundation morally but not legally.
(b) The Society is granted the right to use trademarks and logos of the Foundation; this authorisation can be unilaterally revoked by the Foundation at any moment.
5. The Society shall be a non-profit organisation. Specifically:
(a) The assets and income of the Society shall be applied solely in the furtherance of its aims as set out in rule 7 of this constitution.

Interpretation

6. In this constitution, unless the context otherwise requires:
(a) “Cheque” means a personal cheque or a bank cheque.
(b) “Committee” means the Committee of the Society.
(c) “Committee Meeting” means a meeting of the Committee.
(d) “Committee Member” means any Member who is on the Committee.
(e) “Majority vote” means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.
(f) “Meeting” means any Annual General Meeting, any Special General Meeting, and any Committee Meeting.
(g) “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Society.
(h) “Payment” means any transfer of legal tender by cash, electronic transfer, bank cheque, or any other means of paying legal tender, and includes payment by personal cheque.
(i) “Rules” means these rules, being the rules of the Society.
(j) “Society Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
(k) “Use Money or Other Assets” means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, Money or Other Assets.
(l) “Written Notice” means hand-written, printed or electronic communication of words or a combination of these methods
(m) The term “Wikimedia Projects” refers to projects run by the ‘Foundation’
(n) The term “The Act” refers to the Incorporated Societies Act 1908.
(o) The term “School” refers to any Education body, under the Education Act 1989.

Objects

7. The aims of the Society are:
(a) To promote Wikimedia projects and free content in general;
(b) To encourage the use of Wikimedia projects in education at all levels;
(c) To provide a first point of contact for media people seeking comment from New Zealand contributors to Wikimedia projects;
(d) To recruit people to contribute to Wikimedia projects, educating them on the use of MediaWiki software;
(e) To organise conventions where members can meet.
(f) To facillitate research on topics which relate to New Zealand;
(g) To make use of or encourage the use of Wikimedia projects for the advancement of education in Schools;
(h) To defend the right to create, use and share free content

Membership

8.
(a) Membership shall be open to every individual and legal entity
(b) A person shall be considered a member if:
(i) They have completed a membership form, as specified by the committee, and
(ii) They have paid a membership fee, as specified by the committee, and
(iii) The membership form is received by the Secretary, or in his or her absence, by another member of the committee as selected by the committee, and
(iv) The Committee may, at its discretion, refuse to grant membership to any person, or terminate the membership of any person, and
(v) All members of the Society agree to be bound by the Constitution of the Society, and
(vi) The Committee may, without assigning any reason for its action, refuse membership to any person.
9. The process of becoming a Member is set out in the First Schedule hereto

Fees

10. Membership subscriptions shall be payable at the rate determined by the committee and confirmed by the Annual General meeting of the Society
(a) In the case of a new member the Committee shall determine the subscription to be paid for the balance of the financial year.
(b) The Committee at its discretion shall have power to remit subscriptions in whole or in part for any member or any particular class of member.
(c) The Committee at its discretion shall have full power to remit arrears of subscriptions.

Termination

11. Membership shall terminate if the Member:
(a) Dies;
(b) Gives written notice to the Committee indicating the Member wishes to resign;
(c) Is expelled under Rule 12 of this Constitution;
(d) Fails to pay the membership fee within 12 calendar months of the account falling due.

Expulsion

12. The Committee may expel any Member if the Committee is satisfied that the Member has been derogatory or detrimental to the interests of the Society or of any one or more objects of which the Society is established provided that:
(a) No Member shall be expelled as aforesaid without first being informed of the reasons or the grounds for his or her contemplated expulsion and being given a reasonable opportunity of showing cause to the Committee why he or she should not be expelled.
(b) Where a Member of has been expelled as aforesaid he or she shall notwithstanding anything elsewhere in theses rules contained not be entitles again to become a Member with out the prior approval of the Committee.

Alteration of Constitution

13. This constitution may be altered, added to, rescinded, or otherwise varied or amended by a resolution passed by two thirds majority of those present at a General Meeting of which twenty-eight days notice has been given.
(a) Every such notice of meeting shall set forth the purpose of the proposed alteration, addition, rescission, variation or amendment.
(b) Duplicate copies of every such addition, rescission, variation or amendment shall be delivered to the Registrar of Incorporated Societies in accordance with the requirements of the Incorporated Societies Act 1908.
(c) No such addition, rescission, variation or amendment shall be made:
(i) To extend the objects of the Society to purposed or objects out of New Zealand.
(ii) To detract in any way from the exclusively charitable nature of the Society pursuant to the Charitable Trust Act 1957.
(iii) To affect the clauses herein which prohibit benefits payable to Trustees, members, Settlers or associates of the Society.
(iv) Without first obtaining approval of the Inland Revenue Department.

General Meetings

14. An Annual General Meeting of the Society shall be held in each year, no later than 30th day of December on a date and at time at a place to be fixed by the Committee of the Society
(a) For the following purposes:
(i) An Annual Report, Balance Sheet and Statement of Accounts for the preceding year shall be presented by the chairperson and the treasurer; and any other pertinent persons may present a report, and that they be adopted by the members.
(ii) To appoint an independent auditor.
(iii) To discuss and resolve any matter or motion that may be duly and correctly submitted to the meeting.
(iv) To elect an Committee, to take office effective from the end of the meeting of Seven (7) or more persons including the following offices: Chairperson; Secretary; and Treasurer.
(v) To discuss any mater of general business.
(b) Electronic General Meetings
(i) An e-GM can be called by the Chairperson, the Board, or 10% of the Financial Full Members.
(ii) The Secretary shall issue the notice of the e-GM as noted in (e) below, and the e-GM shall be conducted in accordance with the Electronic Meeting Guidelines.
(iii) An e-GM consisting purely of online discussion and voting can be held to discuss and vote on proposals put forward by the Board or Full Members.
(iv) An e-GM will only vote on the proposed resolutions that form part of the meeting notice.
(v) The Secretary shall be charged with confirming that the motion requesting an e-GM has been correctly put and approved. The proposed resolutions forming the subject of the e-GM shall be e-mailed to all Members and be open to discussion for a period of seven days, closing at 11:59:59 on the seventh day following the posting of the official notice of announcement, on the Member's mailing list and other fora as appropriate. After seven days, Full Members will have a ballot made available with votes being open for three working days. A resolution passed at an e-GM shall be as valid as one passed at a physical General Meeting.
15. Any Member desirous of moving any resolution at the Annual General Meeting shall give notice thereof in writing to the Secretary not less than seven (7) days prior to the date of such meeting.

Meeting

16. All meetings of the Society, Including General Meetings and Committee meetings; may be held using interactive Internet technologies. The technical guidelines for the implementation of such meetings will be detailed under the Electronic Meeting Handbook.
17.
(a) The Committee may at any time for any purpose call a Special General Meeting and the Committee shall do so forthwith upon the requisition in writing of at least one fifth Members stating the purposes for which the meeting is required.
(b) All meetings called following the receipt of such requisition shall be called by the Committee no later than four weeks after the receipt of the requisition.

Summoning of General Meetings

18. A General Meeting of the Society shall be summoned by written notice, advertisement or telephone to each Member of the Society at least fourteen (14) days before the day fixed for such meeting.
19. The notification shall advise the date, time and place of the meeting and the nature of the business to be transacted.
20. The non-receipt of any notification shall not invalidate the proceedings of any General Meeting.

Procedure at General Meeting

21. At any General Meeting including the General Meeting the Chairperson if present at the meeting shall preside over the meeting but if the chairperson is absent from the meeting then the Members present at the meeting shall elect one of there number to preside over the meeting.
22. The mode of voting on all questions at the General Meetings, including Annual General Meetings shall be by voices or if the person presiding or any three (3) other Members shall require, by a show of hands.
23.
a. At all General Meetings, including Annual General Meetings quorum shall be a a minimum of 15 Financial Full Members or one or one third of the membership, whichever is smaller.
b. For an e-GM, the quorum requirement is 10 Financial Full Members or three quarters of Financial Full Members, whichever is fewer, present and voting on a resolution. In the event that a quorum is not reached at an e-GM, the resolutions forming the call for an e-GM will be deemed to have failed.
c. If for a non-electronic General Meeting a quorum is not present within thirty minutes of the appointed time, the person chairing the meeting shall adjourn the meeting. Unless those present at the meeting determine a date for the adjourned meeting (not earlier than five days from the date of the meeting), the adjournment shall be for a meeting at the same time and place, providing that the venue will be available, one week from that day.
d. Notice of the adjourned meeting shall be given to all Members. At such an adjourned meeting the number of persons attending shall constitute a valid quorum.

Committee

24. The affairs and business of the Society shall be controlled and managed by the Committee consisting of: A Chairperson; A Secretary; A Treasurer; and the other four (4) or more Members, elected to the Committee by the Annual General Meeting.
25. The Committee shall arrange to meet at least five (5) times each year at times and places determined by the Secretary.
(a) At least seven (7) clear days notice in writing shall be given to each member of the Committee.
(b) At the direction of the Chairperson, the Committee may hold an electronic meeting. The meeting shall be conducted in accordance with the Electronic Meeting Handbook
(c) The Chairperson or any three members of the Committee may at any time convene a meeting of the Committee upon giving three days notice to the members of the Committee.
(d) All such meetings the Committee shall be in conformity with the Second Schedule hereto.
26. Unless otherwise provided in this constitution, voting at all committee meetings shall be:
(a) A simple majority is sufficient for the passage of a motion at a meeting, and
(b) A tied vote results in the loss of a motion.
27. The notice of such meeting shall be given by the Secretary to each Member of the Committee.
28. The Committee shall have the power to appoint a member to fill any casual vacancy of the Committee until the next Annual General Meeting caused by the death, retirement, absence or removal from office of any Committee person.
29. The Committee shall have the power to co-opt and appoint any member to any other position of office created for any purpose between Annual Meetings
(a) The Committee shall appoint the following Non-executive members: A publicity; A Social; and an Legal officer.
30. The Committee shall have all the powers of management of the Society other than those vested in General Meetings and specifically shall have the powers of admitting Members, collecting subscriptions and levies, keeping the accounts and records, preparing and presenting to the Annual General Meeting the Annual Report, Balance Sheet and Statement of Accounts for the preceding year and making rules for the safe and orderly conduct of the Society and its actives.
31. The committee is at all times bound by resolutions of a general meeting of the Society. Any decision of the committee may be overturned by a resolution of a general meeting of the Society.
32. Committee Meetings
(a)Quorum:
(i) At all Committee Meetings four (4) Committee Members shall constitute a quorum.
(ii) No business shall be transacted at any Committee Meeting unless a quorum of committee members is present.
(iii) If within half an hour from the time appointed for any meeting a quorum is not present, the meeting shall stand adjourned to at the same day in the next week at the same time and place and the members present may transact any businesses if they constituted a full quorum.
(b) The Chairperson shall chair Committee Meetings, or if the Chairperson is absent, the Secretary shall chair the Committee Meeting. If the Secretary is also absent, the Committee shall elect a Committee Member to chair that meeting.
(c) The Chairperson or person acting as Chairperson has a casting vote.
(d) Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.
(e) Subject to these Rules, the Committee may regulate its own practices.

Vacation of, Removal from office, or Impeachment

33.
(a) Any member of the Committee shall vacate his office:
(i) If he is absent from three consecutive meetings without leave of the Committee.
(ii) During any period of bankruptcy, or if he becomes of unsound mind.
(iii) If by notice in writing to the Secretary he resigns his office.
(iv) Becomes an employee of the Society.
(b)
(i) A member of the Committee may be removed from office, by a resolution of a majority of the other members of the committee if he is, during any period in office, convicted of any serious criminal offence.
Serious" shall include, but is not necessarily limited to, convictions for fraud, theft, assault, sexual offence, or any offence involving illegal drugs, drinking and driving or driving while disqualified, but shall not include traffic infringement matters, or offences which do not carry a possible term of imprisonment.
(ii) Any member of the Committee so convicted shall notify the Committee of such conviction, and shall stand aside whilst the Committee considers the matter. A reasonable opportunity to provide an explanation to the Committee shall be given him, before any decision to remove him from Office is made.
(c) Subject only to the provisions of Rule 29 any vacancies on the Committee shall be filled by appointment by the Committee and the appointee shall hold office until the conclusion of the next Annual General Meeting of the Society.
(d) Upon requisition in writing of at least one fifth of Members impeachment proceedings may begin against a member of the committee. The Committee must call a General Meeting following the receipt of such requisition no later than four weeks after the receipt of the requisition. A motion to impeach the member shall be put to the meeting. If the motion is passed by at least a two thirds majority, the member of the committee shall vacate his or her office, and an election to replace the member shall be held immediately. Subject only to the provisions of Rule 21; 22; 23.

Investment and Control of funds

34. The financial year of the Society shall begin on the first day of July in each year and shall expire on the last day of June of the following year.
35.
(a) The Committee shall keep true accounts:
(i) Of all sums of money received and expended by the Society and of the matters in respect of which such receipts and expenditure takes place.
(ii) Of all assets, credits and liabilities of the society including all mortgages, charges and securities of any description affecting of the Society.
(b) At least once in each year the accounts of the Society shall be audited.
(c) The books of account shall be kept at the office of the Society or at any such other place as the Committee may determine and they shall be open to the inspection of members of the Society at such reasonable times and places as shall be determined by the Committee. All monies received after being entered in the Books of the Society as being received shall be forthwith paid into a bank to be appointed by the Society.
(d) All accounts shall be reported to the Committee for confirmation of all routine payments and for authorisation of all other payments.
(e) Payments of all monies shall be made by cheque signed by not less than two of the following: the Chairperson, Treasurer or any other person authorised by the Committee. Nothing in this Rule shall apply to payments under a petty cash imprest system operated pursuant to a resolution of the Committee.
(f) At every Annual General Meeting the Committee shall present an Annual Report and an audited Balance Sheet and an Income and Expenditure Account made up to a date not more than four months before that meeting from the time the last preceding Balance Sheets were prepared and in the case of the first Balance Sheet from the date of the Incorporation of the Society. Every such report shall be accompanied by a report from the Committee on the state of the Society.
(g) The Society shall duly file the returns required by the Incorporated Societies Act 1908 or by such other statutory provisions for the time being in force and shall comply with all the requirements of such statutes and any regulations thereunder.
36. The Society shall not lend its funds at less than the current commercial rates of interest prevailing at the time and shall not borrow funds with interest at no more than the current commercial rates of interest prevailing at the time.

Borrowing Powers

37. The Society in addition to the other powers vested in it, shall have power, only if authorised by a resolution passed by not less than two-thirds of valid votes cast at any General Meeting of the Society have power to borrow or raise money from time to time by issue of debentures, bonds, mortgages or any other securities founded or based on all or any of the property and/or rights of the Society or with out any such security. Provided however that the authority of a General Meeting will not be required for the borrowing of amounts not exceeding at any one time the sum of $10,000.

Awards

38.
(a) At a General Meeting of the Soceity upon the recommendation of the Committee any member may be awarded Life Membership of the Society or any other such award, in recognition of service.
A Life Member shall be deemed to be a financial member of the Society for all purposes without being required to pay an annual subscription.
(b) Where an award is made in terms of paragraph (a) of this rule the Committee shall arrange for details of the award to be endorsed appropriate Certificate for issue to the member.

Exclusion of Members from Benefits

39.
(a) Under no circumstances shall any benefit of any kind whatsoever be taken under this Deed by any Member, any Donor to the Society, or Associated Persons and in particular no power of discretion created or conferred by this Deed or by statute shall be exercisable in favour of any member, any Donor to the Society, or Associated Persons in purported exercised or any power or discretion shall be absolutely void and of no effect
(b) Except as bona fide compensation for services rendered or expenses incurred on behalf of the Society, by the approval of the committee (any committee member who is deemed to have a conflict of interest must abstain from voting).

Indemnity

40. The Committee, other Officers and Employees of the Society shall be indemnified by the Society against any personal liability incurred in or by reason of the discharge of their duties, except for liability arising by reason of:
(a) Their own fraudulent act or acts,
(b) Their own recklessness; or
(c) Their own gross negligence or dereliction of duty.

Common Seal

41. There shall be a Common Seal of the Society which shall be approved by the Committee and the Secretary shall be responsible for the safe custody and control thereof. The affixation of the Common Seal shall be carried out whenever such affixation is required to any, deed, document, writing or other instrument and shall only be affixed by resolution of the Committee in the presence to two (2) Committee persons (one (1) of whom shall be the Chairperson or Secretary) one of whom shall affix the seal and both of whom shall sign the document or instrument to which the seal is affixed.

Dissolution

42. The Society may be voluntarily wound up in accordance with the requirements of section 24 of the Incorporated Societies Act 1908.
(a) No resolution for dissolving the Society shall take effect unless it shall have been consented to by a majority of the Members being present and entitled to vote at either an Annual General Meeting, or other such General Meeting convened for that purpose.
(b) If upon the Dissolution of the Society, there remains after the satisfaction of debts or liabilities; any assets of the Society shall not be paid to or distributed among the Members of the Society but shall be given or transferred to another charitable organisation or body having similar objects of the Society or for some other charitable purpose within New Zealand.

Roles of Committee Members

43. The Chairperson’s role is to:
(a) Ensure that the Rules are followed;
(b) Convene Meetings;
(c) Chair Meetings, deciding who may speak and when;
(d) Oversee the operation of the Society;
(e) Give a report on the operation of the Society at each Annual General Meeting;
(f) Advise the Registrar of Incorporated Societies of any rule changes;
(g) Advise the Registrar of Incorporated Societies of any alteration to the Rules.
44. The Secretary’s role is to:
(a) Record the minutes of Meetings;
(b) Keep the Register of Members;
(c) Hold the Society's records, documents, and books;
(d) Receive and reply to correspondence as required by the Committee;
(e) Retain the common seal of the Society, if the Society has a common seal.
45 The Treasurer’s role is to:
(a) Collect and receive all payments made to the Society. These payments must be banked within seven days after the Treasurer receives them;
(b) Keep a true and accurate record in the Society’s account book, so that the Society’s financial situation can be clearly understood at any point in time;
(c) Give a financial report and statement of accounts (including an Income and Expenditure Account and Balance Sheet) at each Annual General Meeting, and more often if either the Committee or a majority of the Society decides this in a Meeting.
(d) Forward the annual financial statements for the Society to the Registrar of Incorporated Societies upon approval by the Members at an Annual General Meeting.

SCHEDULE

FIRST SCHEDULE: Eligibility for admission, and membership register of the society

Prerequisite

1: In all cases it shall be a prerequisite that the person, at the time of making application for membership, be:
(a) A New Zealand Citizen; or
(b) A permanent resident of New Zealand; or
(c) Any one who supports the objects of the Society and who agrees to abide by its rules.

Membership Class

2. There is to be the following types of membership:
(a)Student: available to any one who attends a New Zealand High School, Teritary, and if the need be, any other person under 18
(b)Member: available to individuals aged 18 years or older
(c)Founding member: the same as a member except that the member has been a member since the organisation was incorporated
(d)Corporate member: available to organisations

Membership Process

1. To become a member, a person must apply in writing using the form given in Appendix 1
2. The applicant is then to forward the completed form to the society secretary who shall forward it to the management committee for their consideration
3. A membership application is to be voted upon using the process for an ordinary motion
4. If the membership application is accepted, the secretary is to notify the applicant and request that the member pay their membership fee (if any).
5. Once the member has been accepted by the committee and pays their membership fee they become a member and the secretary is to enter that member's details in the member's register.
6. If the membership application is rejected, those who voted against the application are to give reason as to why they voted against the application. This is to be recorded in the minutes for the meeting. The secretary is then required to notify the applicant that their application was unsuccessful and provide the reasons for the application being rejected.
7. A junior member becomes a member automatically when they reach the age of 18 years. The member is not required to pay the difference between the junior membership and membership fees for the period upon which they had paid as a member.
8. A member shall cease to be a member under rule 11 of the constitution

Members register

9. A members register shall be kept by the secretary of the society and must list the following information:
(a) Member's full name
(b) Member's username on Wikimedia projects
(c) Member's date of birth
(d) Member's address
(e) Member's type of membership
(f) The date the member became a member
(g) The date a member ceased to be a member
(h) The period upon which the member has paid their dues for

SECOND SCHEDULE: Standing orders for the conduct of committee meetings of the society

Time and Date

1. Members will assemble at the time and place appointed. The Chairperson shall preside at all meetings, or in his absence the meeting shall appoint a member to preside over the meeting..
2. The Secretary will take the necessary steps to see that all Committee Members are present.
3. Full Minutes of all proceedings of the meeting shall be kept by the Secretary or his appointee.

Business of Meeting

4. The business shall be as advertised and the order in which items of business are taken shall be as determined by the Chairman or by resolution of the members present.

Notices of Motion

5.
(a) Motions must be fairly written and signed by the members proposing such motions. A motion moved and seconded shall be withdrawn only by leave of the meeting.
(b) Any notice of motion not seconded may not be further debated, but shall forthwith lapse and no entry thereof shall be made in the Minutes.
(c) The terms of a motion may be altered by the proposer with the approval of the seconder, and such amended motion shall be fairly written and delivered to the Chairperson.

Superseding Motion

6. A motion may be superseded:
(a) By the adjournment of a meeting, either on the motion of a member "That this meeting do now adjourn", or on notice being taken, and it appearing, that a quorum is not present.
(b) By a motion being carried "That the meeting proceed to the next business".
(c) By an amendment.

Conduct of Debate

7. Every member shall obey the orders and rulings of the Chairperson. If any member refuses to obey any such order or ruling, such member may thereupon, by resolution of the meeting, be held guilty of contempt, and such member may be suspend discretion of the meeting.

Time Limit of Speeches

8. The proposer of an motion shall be allowed ten (10) minutes in which to address the meeting and his seconder five (5) minutes. All other Members shall have five (5) minutes. The Proposer shall be entitled to a reply of five (5) minutes.

Alteration of Schedules

1. The Committee may from time to time, by resolution
(a) Amend either one or both of the Schedules referred to in this Constitution; or
(b) Revoke either or both of those Schedules, with or without making another order in substitution therefor.