NAME: 1.  The Society shall be known as The Physiological Society of New Zealand Incorporated, herein referred to as the Society.
OBJECTIVE: 2. The objective of the Society is the advancement of physiology and the dissemination of physiological knowledge in both the science and non-science communities at the local, national and international level. 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 objective of the Society.

(b) To bank all money received and invest such part of the money 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 support the organisation of an Annual Scientific Meeting of the Society.

(e) To co-operate with other organisations having similar aims and objectives.

(f) To adopt such means of making known and advertising the objective, purpose and work of the Society as may seem expedient.

MEMBERSHIP: 3. The Society consists of Members and Life Members.

(a) People engaged in teaching and/or research in any branch of physiology will be eligible to apply for membership. Members must be approved by the council.

(b) Life Members may be elected at the Annual General Meeting on the nomination of Council. Election to Life Membership of the Society shall recognise outstanding congtribution to the Society and shall be honorary.

ORGANISATION: 4. The governing body of the Society is a Council consisting of a President, a Secretary, a Treasurer, and at least eight Councillors. Council may co-opt Members of the Society to be Council members, but the total number of Council members shall not at any time exceed fourteen.

(a) The President, Secretary and Treasurer 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 President, Secretary and Treasurer shall not be eligible to hold that office until a further period of one year has elapsed, unless overridden by specific resolution at an Annual General Meeting.

(b) Councillors shall hold office for the period between four Annual General Meetings and shall thereupon be eligible for re-election as Councillors for a further term of office. After the expiration of six years continuous term of office Councillors shall not be eligible to hold that office until a further period of one year has elapsed, unless overridden by specific resolution at an Annual General Meeting.

(c) Co-opted Council members shall cease to hold office at the subsequent Annual General Meeting, and may be co-opted again.

(d) 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.

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

(f) The President or in his/her absence the Secretary or in his/her absence the Treasurer shall take the Chair at Council meetings unless Council resolves to appoint another of its members as Chairperson.

(g) If the President, Secretary and/or Treasurer is or are for any reason incapable of acting, or has/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.

(h) Subject to the Constitution and to resolutions of Annual General Meetings, the Council shall have the general conduct and supervision 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.

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

(j) Council shall act by majority.

MEMBERSHIP FEES:  5. The annual subscription for membership shall be such sum as is determined at the Annual General Meeting.
FINANCE AND PROPERTY: 6. (a) The money 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. Remittances require the authorisation of the Treasurer or Secretary and of a Councillor, and banks shall assume that remittances have been disbursed with Council’s authority.

(b) 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.

(c) Subject to the directions of Council, the Treasurer shall keep the accounts of the Society.

(d) The Council may from time to time at its discretion raise or borrow money for the purposes of the Society on the security of any or all of the Society’s property, assets or effects and may give security for the payment of such moneys in such a manner and upon such terms and conditions in all respects as it shall think fit.

(e) The President, Secretary, Treasurer and Councillors 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.

(f) The financial year of the society shall be from the 1st day of January to the 31st of December in a year or as may be determined by the Council from time to time.

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

(i) 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.

(ii) 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).

(iii) 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: 7. Annual General Meetings of Members shall be held at the Annual Scientific Meeting, or at such 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.

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

(b) 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 Chairperson.

(c) 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.

(d) 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.

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

(f) At every Annual or Special General Meeting as defined in Clause 8 every member present shall be entitled to one vote. The Chairperson 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/she shall have a casting vote.

A SPECIAL GENERAL MEETING: 8. A Special General Meeting may be called by the Council or on the 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 email address 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 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: 9. 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 passed with a two thirds (2/3) majority of those entitled to vote at such a meeting.
NOTICES: 10. Notices and requests required or authorised by this Constitution shall be in writing. Those sent to Members may be electronically posted to the email addresses shown in the roll of Members kept by the Secretary and shall be deemed to be received three days after emailing.
DISSOLUTION: 11. (a) The Society may be wound up by resolution of a Special General Meeting called together for that purpose by a simple majority. A quorum for such a meeting shall be at least fifty per cent of the total membership of the Society at that time.

(b) On dissolution, the property of the Society shall be 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: 12. (a) If a Member shall be in default in payment of his/her subscription for a period of twelve calendar months after the same shall become due, his/her membership may be terminated by resolution of the Council. The Treasurer shall notify such defaulting member of such resolution and he/she shall thereupon cease to be a Member of the Society.

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

(c) 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/her to the Society whether by way of Subscription or otherwise.

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

(e) 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: 13. Experiments performed by Members of the Society should comply with New Zealand Law and the codes of ethics of their home institutions.

 

ELECTION RULES: 14. (1) Not less than three months before expiration of a term of office the Secretary notifies Members of the impending vacancy or vacancies and calls for nominations of candidates for the position by a time which he/she fixes, not being less than one month nor more than two months before the date of the vacancy.

(2) Any three Members including members of Council may nominate for the vacancy or vacancies any Member not disqualified for the position in question. Nominations shall be notified to the Secretary within the time specified by him/her, with the written approval of the nominators and the person nominated.

(3) The Secretary shall fix a date for the determination of the election, here called the election date, which shall not be less than four weeks prior to the Annual General Meeting, and where practicable this shall coincide with the date of the Annual General Meeting.

(4) In the event of there being only so many nominations for a vacancy or vacancies as are required to fill it or them, the Secretary shall, on the election date, declare the persons so nominated to be elected and notify the members accordingly.

(5) (i) In the event of the number of nominations being such as to make a poll necessary the Secretary shall send voting papers by email containing the names of those nominated together with nomination of the election date and voting instructions to Members. Voting shall be first-past-the-post. Members shall indicate by a cross, tick, figure 1 or other intelligible means the candidate or candidates they choose for the vacancy or vacancies and shall not indicate further preferences.

(ii) Voting papers may be returned to the Secretary by post, email or by personal delivery. In the event of the election date being the date of the Annual General Meeting, votes are valid if they reach the hands of the Secretary by the time of the commencement of the meeting. In other cases, votes are invalid unless they reach the hands of the Secretary by 6 p.m. on the day of the election.

(iii) The Secretary shall appoint two returning officers, who shall not be nominees or nominators of candidates, to count the votes, and the Secretary shall declare the results of the poll forthwith and notify Members accordingly.

(iv) In the event of any dispute arising as to a nomination, election, or the declaration of a poll, Council shall remain in office until the determination of the dispute by the returning officers.

(v) If the election date precedes the expiration of term of office in respect of which an election is held, the person elected shall take office at the expiration of the term of the existing holder and not at the election date. If the election date is later than such expiration of term, the term shall be deemed to have continued until the election date.

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