Constitution

NAME:

The Society shall be known as "THE PHYSIOLOGICAL SOCIETY OF NEW ZEALAND INCORPORATED.

OBJECT:

The object of the society is the advancement of physiology and the dissemination of physiological knowledge in the community. To this end the society shall have the power to carry out the following functions, namely:

(a) To seek, accept and receive donations, subsidies, grants, endowments, gifts and bequests designed in any way to further the object of the society.

(b) To bank all moneys received and invest such part of the moneys received in such investments as may be determined from time to time by the committee.

(c) To make grants of money to persons, organisations or institutions for the purpose of initiating, aiding or furthering research or teaching by such persons or institutions.

(d) To appoint lecturers and demonstrators, to support the holding of lectures and demonstrations as will contribute to the instructions of persons interested in physiology.

(e) To equip physiology laboratories and offices.

(f) To co-operate with other organisations having similar aims and objects.

(g) To adopt such means of making known and advertising the object, purpose and work of the society as may seem expedient.

MEMBERSHIP:

(1) The Society consists of Members, Honorary Members, Sustaining Members and Life Members.

(2) The persons whose names are set out in the First Schedule of this Constitution are the first Members of the Society.

(3) Further members may be elected from time to time at a meeting of the Society from persons engaged in teaching and/or research in any branch of physiology, who are nominated by the Council on the suggestion of existing members.

(4) Honorary Members may be elected at the Annual General Meeting on the nomination of Council.

(5) Sustaining Membership of the Society shall be open to any interested organisations upon payment of an annual subscription as from time to time determined by an Annual General Meeting. The Privileges of a Sustaining Member shall be -

(a) to be listed in publications distributed by the Society;

(b) to designate one representative to act on its behalf as an individual Member of the Society for the purpose of voting and exercising other privileges;

(c) to exhibit its products at meeting of the Society upon conditions to be determined by the Council.

(6) Election to life membership shall recognise outstanding contribution to the Society and shall be Honorary.

ORGANIZATION:

(1) The governing body of the Society is a Council consisting of a President, a Secretary, a Treasurer, an Editor of the publications of the Society, a Newsletter Editor and six Councillors.

(2) The first Council consists of the persons whose names, offices and terms of office are set out in the Second Schedule to this Constitution.

(3) Subsequently the President, Secretary, Treasurer and Councillors shall be elected by Members at a ballot held in accordance with the rules set out in the Third Schedule. The Editors shall be appointed by Council.

(4)

1. The President, Secretary, Treasurer and Editors may hold office for the period between four Annual General Meetings, and shall be eligible for re-election or re-appointment for a further period of two years, but after the expiration of five years continuous tenure of office the Secretary, Treasurer, Publication Editor and Newsletter Editor shall not be eligible to hold that office until a further period of one year has elapsed.
2. The provisions of clause 4. (4).1 can be overridden by specific resolution at an Annual General Meeting.

(5) Subject to sub-clause (2) of this Clause, Councillors shall hold office for the period between four Annual General Meetings and shall thereupon be ineligible for re-election as Councillors until the expiration of a further year.

(6) The quorum at a meeting of Council shall be two of President, Secretary and Treasurer and two Councillors, or one of President, Secretary and Treasurer and three Councillors.

(7) The Secretary may, by notice, call meetings of Council at any time and shall do so on request from any two Councillors.

(8) The President or in his/her absence the Secretary or in his/her absence the Treasurer shall take the Chair at Council meetings unless and until at any meeting Council resolves to appoint another of its members as Chairman.

(9) Council may, from time to time, co-opt Members of the Society to be members of the Council, but the total number of Council Members shall not at any time exceed fourteen. Co-opted members shall cease to hold office at the ensuing Annual General Meeting, and may be co-opted again.

(10) If the President, Secretary and/or Treasurer is or are for any reason incapable of acting, or has or have voluntarily retired, Council may appoint one or two of its members to perform the duties of the office or offices in question, until the next Annual General Meeting.

(11) Subject to the Constitution and to resolutions of Annual General Meetings, the Council shall have the general conduct and superintendence of the affairs of the Society and may on its behalf make contracts, execute documents, employ persons, acquire and dispose of property of any kind, invest and vary investments, incur expenditure, reimburse its members and other persons for expenditure incurred by its authority; provided that service in the Council shall be honorary. The Council has no authority to pledge the credit of Members and expenditure incurred by Council shall be met solely from property under its control.

(12) The Secretary is the general executive and clerical officer of the Council, and the Treasurer is its officer in relation to finance and property.

(13) Council shall act by majority.

(14) Council shall appoint an archivist, not necessarily a Council member, who under general supervision of the Secretary shall keep or make such records of the activities of the Society as from time to time shall be deemed appropriate by the Council.

(1) The annual subscription is $2.00 per annum or such sum as is determined from time to time at the Annual General Meeting.

(2) Subscriptions are due on the first day of February in each year.

FINANCE PROPERTY:

(1) The moneys of the Society shall be kept in a bank account in the name of the Society and shall be expended in accordance with resolutions of Council. Cheques require the signature of the Treasurer or Secretary and of a Councillor, and banks shall assume that the cheques have been drawn with Council's authority.

(2) Other property of the Society shall be vested in two or more trustees who may be Members or members of Council or other persons, appointed from time to time by Council on such terms as Council thinks fit. Trustees shall deal with the property of the Society as Council directs.

(5)The President, Secretary, Treasurer and other officers shall be indemnified by the Society against any losses and expenses incurred by them in the discharge of their respective duties, except such as may result from their own wilful default or negligence.

(8)

(a) Any income, benefit, or advantage shall be applied to the objects of the Society.

(b)No member of the Society or any person associated with a member shall participate in or materially influence any decision made by the Society in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever.

(c)Any such income paid shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value).

(d)The provisions and effect of this clause shall not be removed from this document and implied into any document replacing this document.

ANNUAL GENERAL MEETINGS:

(1) Annual General Meetings of Members shall be held at times and places fixed by Council, on notice to members given by the Secretary at least three weeks before the date of the meeting. In the event of a calendar year elapsing without the holding of a General Meeting, any three members may, by notice, call a Meeting at a place and at a time, not less than three weeks from the date of the notice, chosen by them, and the meeting so called shall be the Annual General Meeting in respect of the immediately preceding calendar year.

(2) Quorum for the Annual General Meeting shall be fifteen Members who may include members of the Council.

(3) The President or in his/her absence the Secretary or in his/her absence the Treasurer shall take the Chair at the Annual General Meeting unless and until the meeting resolves to appoint another of its Members as Chairman.

(4) The Annual General Meeting shall receive and may debate a report on the year's activities of the Society to be presented by the Secretary on behalf of the Council and a financial report and summary of accounts to be presented by the Treasurer on behalf of the Council.

(5) Subject to Clause 2 of the Constitution, the Annual General Meeting shall deal with any business brought before it by Council or required to be brought before it by the Constitution, and by leave of the Members present may also deal with any motion or other business proposed or raised by a Member present at the Meeting.

(6) Subject to Clauses 9 and 11 of the Constitution, Annual General Meetings shall act by majority.

(7) At every Annual or Special General Meeting as defined in Clause 8 every member present shall be entitled to one vote. The Chairman shall first decide upon a show of hands, but a ballot may be required if such is demanded by any one vote and in the event of equality of votes he shall have a casting vote.

A SPECIAL GENERAL MEETING:

A Special General Meeting may be called by the Council or on the signed request of at least fifteen members. Such a request should clearly state the reason for calling such a meeting. Due notice of such meeting must be sent to all members at their last known place of address by post at least ten days before the date of the meeting. No business shall be transacted at any Special General Meeting except that which shall be specified in the notice calling the meeting. A quorum at a Special General Meeting shall consist of fifteen financial members. The accidental omission to give notice of a meeting or the non-receipt of notice of a meeting by a member shall not invalidate the proceedings at a meeting.

ALTERATION OF RULES:

The rules of the Society may be altered, rescinded, or added to by resolution passed at any Annual or Special General Meeting of the Society called pursuant to Clause 8 and then only if the motion to alter, rescind or add the rules is passed with a two thirds (2/3) majority of those entitled to vote at such a meeting. No addition or alteration to the charitable objects clause, or personal pecuniary profit clause shall be approved without the prior approval of the Inland Revenue Department.

NOTICES:

Notices and requests required or authorised by this Constitution shall be in writing. Those sent to Members may be posted to the addresses shown in the roll of Members kept by the Secretary and shall be deemed to be received three days after posting.

DISSOLUTION:

(1) The Society may be wound up by resolution of a Special General Meeting called together for that purpose of which prior notice has been given not later than thirty days prior to the date of the Special General Meeting. At such Special General Meeting specially convened for the purpose of considering the dissolution of the Society and the disposal of the assets thereof a resolution requiring the Society to be wound up must be passed by a simple majority at the Special General Meeting. A quorum for such a meeting shall be at least fifty (50) per cent of the total membership of the Society at that time.

(2) On dissolution, the property of the Society shall not be distributed among members but shall be applied as determined by resolution of the last Annual General Meeting, or in default of such determination as determined by the persons constituting Council at the date of dissolution, and shall be given or transferred to another charitable institution dedicated to the support of study and research in physiology within New Zealand.

CESSATION OF MEMBERSHIP:

(1) If a member shall be in default in payment of his subscription for a period of twelve calendar months after the same shall become due, his membership may be terminated by resolution of the Council. The Secretary shall notify such defaulting member of such resolution and he shall thereupon cease to be a member of the Society.

(2) A member wishing to resign from the Society, providing such a member is not in default of payment of his subscription, may at any time lodge his resignation with the Secretary, and such resignation shall become effective as from the date it is lodged.

(3) No member who shall cease to be a member of the Society for any reason shall be entitled to a refund of any money paid by him to the Society whether by way of Subscription or otherwise.

(4) Any member who gives notice of resignation is not absolved from any obligations regarding outstanding subscriptions.

(5) If, in the opinion of a majority of the members attending the Annual General Meeting or Special General Meeting, it shall be considered that any member is, or has been, acting in a manner contrary to the interests of the Society, then and in such event the Annual General Meeting or Special General Meeting, at which such member must be invited to attend and to be permitted to speak, may, after hearing all the evidence, expel such member from the Society and upon the passing of a motion to that effect such member shall cease to be a member of the Society. The Annual General Meeting shall have power to delegate the aforesaid powers of expulsion to the Council and in such event the Council shall exercise the power of expulsion on a simple majority vote.

ETHICS:

Experiments performed by members of the Society should comply with New Zealand Law and the codes of ethics of their home institutions.