Letter to all members from the President,  3rd September 2024

Introduction

The Waikanae Bridge Club (WBC) is an Incorporated Society under the Incorporated Societies Act 1908.

A new Act came into force late last year (the Incorporated Societies Act 2022 (“the Act”)).

The Act sets out requirements for a membership organisation that wants to have the legal status and protection of incorporation under the Act and reflects modern best practice.

If the WBC wishes to continue to be an incorporated society it is required to re-register with a new constitution that complies with the Act.

Draft Constitution

A draft new constitution has been prepared by Pat Stuart with the assistance of Hugh Wolfensohn. The Committee has reviewed the draft constitution and is recommending it to members for their consideration and approval.

The draft constitution is based on a template produced by New Zealand Sport which it prepared for its affiliated national bodies including NZBridge. Many of the provisions in the draft constitution exist, in some form, in the WBC’s current constitution, but the draft places greater emphasis on accountability and transparency, as required by the Act.

Key points in the draft new Constitution include:

• Purpose and Powers: The purposes reflect and expand on the objects in the existing constitution with the addition of a statement about inclusivity.

• Members: This Clause is consistent with current practice but with more explicit requirements relating to-

◦ membership rights and obligations;

◦ suspension of a Member or Life Member; and

◦ ceasing to be a Member.

There is also a new requirement for a Member Register which formalises current practice regarding retention and management of Member contact information.

• General Meetings: the AGM and SGM provisions are consistent with the existing constitution but allow for virtual attendance if the technology is available. Included is a new requirement to call an SGM if 50% of the Committee have an interest in a matter before the Committee.

• The Committee: it is proposed that-

◦ Committee members may be elected or appointed.

◦ the ability to establish sub-committees be retained.

◦ the President, Secretary and Treasurer be elected by the Members at an AGM along with up to 7 other Officers to form the Committee.

◦ the Vice President be elected or appointed by the Committee.

◦ Officers other than the President serve a 2-year term and can be re-elected for an unlimited number of further 2-year terms.

◦ the President will serve a 2-year term and may be re-elected for one further 2-year term only

◦ there is a requirement for declaring and managing interests applicable to Officers and other Members with a delegation or other decision-making authority. Guidelines will be drafted separately.

• Availability of information: Members will have rights to request information held by WBC, subject to compliance with the Privacy Act 2020.

• Amendments: The Committee will have the ability to make minor amendments and corrections to the Constitution.

• Bylaws: The Committee may make and amend rules (known as “bylaws”) for the conduct and control of WBC’s activities and code of conduct applicable to members. Bylaws must be consistent with the purposes of the Act and other laws and are not regarded as an amendment to the Constitution.

• Disputes Resolution: Updated disputes resolution provisions will ensure consistency with the rules of natural justice. Schedule 2 of the Act provides model dispute resolution procedures, which it is proposed to adopt by means of a bylaw.

Availability

The draft has been emailed to all WBC members. It is also available in PDF format on the WBC website, from which it may be downloaded.

Member Consultation and Approval

Approval to adopt the new constitution must be by an SGM convened under the existing constitution. At the same SGM a recommendation to approve the re-registration of Waikanae Bridge Club as an Incorporated Society will also be put to members. A 60% majority vote will be required in each case.

Members are invited to seek clarification or provide comment no later than 10 days before the SGM (which is scheduled for 4 November). This should be via email to waikanaebridge@gmail.com, with the word “Constitution” in the subject line and copied to Pat Stuart (patriciastuart@xtra.co.nz).

Two “question and answer” sessions have also been planned: these will take place from 1130 to 1230 on Thursday 12th and Monday 23rd September, immediately prior to each day’s play.

Questions will be answered by Pat (with assistance from Hugh Wolfensohn on legal issues and as the Committee’s representative). Any significant issues will be referred to the Committee for consideration.

If the Members approve the constitution and re-registration, the Committee will formally apply for re-registration without delay.

Chris Farrow, President