The SpecFicNZ Constitution

RULES FOR SpecFicNZ

1. NAME
The name of the society shall be “SpecFicNZ Incorporated”; in this constitution referred to in short as “SpecFicNZ”, which stands for Speculative Fiction Writers of New Zealand.

2. REGISTERED OFFICE
2.1 SpecFicNZ shall keep and maintain a registered office. The registered office shall at all times be within the boundaries of metropolitan New Zealand.

3. PRINCIPLES

SpecFicNZ is committed to:

3.1 cultivating a supportive, connected, national community of creators, writers, editors and publishers of speculative fiction in and from New Zealand.

3.2 raising the public and publishable profile of the speculative fiction genre and its creators in New Zealand.

4. OBJECTS
The objects of SpecFicNZ will be to ensure speculative fiction creators, editors and publishers in and from New Zealand have a supportive, national, professional association from which to pursue their craft and careers as a valued creative resource. This shall include but not be limited to:

4.1 publishing a regular newsletter to its members providing current, useful career information.
4.2 maintaining a SpecFicNZ website for the dissemination of regular, current, valuable information, resources, and networking opportunities.
4.3 fostering higher levels of professionalism in the speculative fiction industry by educating its members concerning fair industry standards and practices.
4.4 fostering higher levels of professionalism in SpecFicNZ members by providing them with opportunities to improve their craft through local conventions, seminars, workshops and writing retreats.
4.5 promoting the public and publishable profile of speculative fiction and its creators in New Zealand, encouraging them to be recognized as a valuable national resource.
4.6 supporting and promoting existing editors and publishers of New Zealand speculative fiction and involving our association in the creation of new ones.
4.7 working toward a climate of justice and equality, assuring that all those involved in the New Zealand speculative fiction industry work together ethically and fairly to further our genre.
4.8 carrying out other activities consistent with the objects of SpecFicNZ.

5 COMMON SEAL
5.1 The committee shall hold a common seal for SpecFicNZ. The common seal shall be in the custody of the Secretary who shall affix the same to all instruments requiring it, but only in accordance with a motion passed by the Committee to that effect.

6. MEMBERSHIP

Criteria for Membership
6.1 All persons shall be eligible for membership, but only persons over the age of 18 years are to hold office.
6.2 All those persons who were members of the unincorporated society known as SpecFicNZ at the date of this constitution being agreed to will be members of SpecFicNZ Incorporated.

Rights of Members
6.3 Members may:
a. participate in all activities of SpecFicNZ on conditions as determined by the Committee
b. hold office in the SpecFicNZ according to this Constitution
c vote at general meetings according to this Constitution
d receive any notices, newsletters or journals produced by SpecFicNZ.

Admission of members
6.4 A member of SpecFicNZ is any person who has:
a applied for membership in accordance with this constitution
b paid the entrance fee, if any
c paid the subscription fee for the appropriate period.

Application for membership
6.5 Application for membership must be:
a in writing or via the SpecFicNZ website membership application form
b approved by a designated member of the Committee
c accompanied by the periodic subscription fee and the entrance fee (if any).

Register of members
6.6 The Secretary is to keep a register of members in which is to be entered the full name, address, date of entry and period of membership of each member (the Register).
6.7 The Register must be available for inspection by members at any general meeting. The Register must be available for inspection upon receipt of any reasonable request for inspection.

Periodic subscriptions
6.8 The amount of the entrance fee (if any) and the periodic subscription fee are to be determined by the Committee. The Committee may determine different fees and subscriptions for different categories of membership.

Period of subscription
6.9 The Committee shall determine what the period of subscription is for each membership period. Such periods of subscription may be more or less than a continuous twelve month period, but shall not be overlapping or for a discontinuous period.

Cessation of membership
6.10 A member ceases to be a member if the member:
a gives written notice of resignation from SpecFicNZ to the Secretary; or
b has not paid the periodic subscription fee. In this case, membership will cease (6) months after a subscription has lapsed.
6.11 Persons who have ceased to be members of SpecFicNZ under the provisions of the previous clause may reapply for membership.

Expulsion of Members
6.12 The procedure for expulsion of members will be as follows:
6.12.1 Any person or organisation may make a complaint to the Committee that the conduct of a member of SpecFicNZ is or has been injurious to the character of SpecFicNZ. Every such complaint will be in writing and addressed to the Secretary.
6.12.2 If the Committee considers that there is sufficient substance in the complaint, it may invite the member to attend a meeting of the Committee and to offer a written and/or oral explanation of the member’s conduct.
6.12.3 The Committee will give the member at least fourteen (14) days written notice of the meeting. The notice will:
6.12.3.1 sufficiently inform the member of the complaint so that the member can offer an explanation of the member’s conduct; and
6.12.3.2 inform the member that if the Committee is not satisfied with the member’s explanation the Committee may expel the member from SpecFicNZ
6.12.4 If in the meeting the Committee decides to expel the member from SpecFicNZ the member will cease to be a member of SpecFicNZ.
6.12.5 A member expelled by the Committee may, within fourteen (14) days, give written notice of appeal to the Secretary. The Secretary will then call a Special General Meeting to take place within thirty (30) days of receipt of the notice of appeal. If that meeting passes a majority resolution rescinding the expulsion, the member will be reinstated immediately.

7. GENERAL MEETINGS
“General Meeting” refers to both Annual General Meeting and Special General Meeting, unless otherwise specified.
7.1 The Committee may at any time convene a general meeting. The Committee must convene in each year a general meeting, to be called the annual general meeting, which is to be held at such a time and place as may be determined by the Committee. When practicable the annual general meeting may be held at the national science fiction and fantasy convention of that year. A member may requisition or convene, or join in requisitioning or convening, a general meeting in accordance with the Incorporated Societies Act 1908. At least 21 days notice must be given to members of all general meetings.

Notice of general meeting
7.2 A notice convening a general meeting must:
a set out the place, date and time for the meeting and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this; and
b state the general nature of any special business to be transacted at the meeting; and
c contain the text of any proposed alterations if alterations to the Constitution are tobe proposed at the general meeting.
7.3 A member wishing to bring any business before a meeting may give notice of that business in writing to the Secretary, who must include that business in the notice calling the next general meeting.

8 ANNUAL GENERAL MEETING
8.1 The business of the annual general meeting is to:
a confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting
b receive and consider the accounts and reports of the Committee and the auditor (if so appointed) of the accounts
c elect the Committee pursuant to this Constitution
d transact any other business which may be transacted at a general meeting.

Right to vote
8.2 Every currently subscribed member has one vote. In the event of a tie for the election of officers the matter shall be decided by the toss of a coin. In the event of a tie for all other matters the chair of the meeting shall have a casting vote in addition to that chair’s deliberative vote. Voting will be by a show of hands unless members indicate an alternative preference. If any member requests a secret ballot on any vote or election, a secret ballot will be held.

Proxy voting
8.3 Any member entitled to vote at a meeting may appoint a proxy to attend and vote on that member’s behalf. The proxy holder has the same rights as the member to speak at the meeting. The proxy form must be completed correctly and in the hands of the Secretary before the start of the meeting.
8.4 The proxy form must state the member’s name and who is to exercise the member’s voting rights. The proxy form must be signed by the member. Signature is taken to include the member’s electronic signature if the proxy form is submitted electronically.
8.5 Any proxy granted by an incorporated body is to be stamped with that body’s common seal.

Quorum at General Meetings
8.6 The quorum at general meetings is ten voting members. The quorum includes proxy holders.
8.7 If a quorum is not present within 30 minutes after the appointed time for a meeting:
a if the meeting was convened on the requisition of members the meeting is automatically dissolved; or
b in any other case, the meeting is adjourned for up to 30 days to another time and place determined by the Committee.

Chair of General Meetings
8.8 The chair of general meetings is the President, or in the President’s absence the Treasurer. In the absence of both these persons those members present shall choose the chair.

Alterations to the Constitution
8.9 Alterations to this Constitution shall require a voting margin of at least two votes for the proposed alteration against every vote against the proposed alteration, with abstentions of vote not counted. This shall apply if the members vote at a general meeting or via electronic or postal ballot.

9. THE COMMITTEE

9.1 The elected Committee will be composed of a President , a Secretary, a Treasurer and no less than two (2) ordinary members and no more than six (6) ordinary members.

9.2 To be eligible to be voted on to the Committee candidates must be natural persons, current financial members of SpecFicNZ and consent to such an appointment.
9.3 The ballot for the election of the Committee is to be conducted at the Annual General Meeting in such usual and proper manner as the current Committee may direct.
9.4 The incoming committee takes office at the close of the annual general meeting. The outgoing committee leaves office at the close of the annual general meeting.
Officers of the Committee
9.5 Immediately after each annual general meeting the Committee must elect the officers of the Committee, which are:

a a President
b a Treasurer
c a Secretary.

9.6 No committee member may hold more than one office concurrently.
9.7 Any casual vacancy in the Committee must be filled by the Committee appointing a person from among the members. A Committee member appointed in this way holds office until the next election of the Committee.
9.8 Any casual vacancy in the office of President, Treasurer or Secretary must be filled by the Committee.
9.9 The membership of a Committee member is vacated if that member:

a dies
b resigns by written notice to SpecFicNZ
c becomes bankrupt
d is declared of unsound mind
e ceases to be a member of SpecFicNZ

Defect in appointment
9.10 If it is discovered that there was a defect in the appointment of a person to the Committee, or that the person appointed was disqualified, all acts of the Committee before the discovery was made are valid as if the person had been duly appointed and was not disqualified.

Proceedings of the Committee
9.11 The Committee may meet together for the conduct of business, adjourn or otherwise as it thinks fit, provided that it meets at least twice each year.

9.12 Committee meetings may be held by the Committee by any technological means by which they are able to communicate with each other and participate in real-time discussion. The Committee need not all be physically present in the same place for a Committee meeting to be held. Any member of the Committee who participates in a meeting held in accordance with this clause is deemed to be present.

Committee quorum
9.13 The quorum at Committee meetings shall be three.

Chair of Committee meetings
9.14 The chair of Committee meetings is the President, or in the President’s absence the Treasurer. In the absence of both these persons those members present shall choose the chair.

10. POWER TO DELEGATE
10.1 The Committee may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person. The committee or person may without confirmation by the Committee exercise or perform the delegated powers or duties in the same way and with the same effect as the Executive Committee could itself have done.
10.2 Any committee or person to whom SpecFicNZ has delegated powers or duties will be bound by the charitable terms of the SpecFicNZ and any terms or conditions of the delegation set by the Committee
10.3 SpecFicNZ will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Committee.
10.4 It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a member of the SpecFicNZ.

11. PAYMENT TO MEMBERS
11.1 Any income, benefit or advantage will be applied to the objects of SpecFicNZ.
11.2 No member of SpecFicNZ or any person associated with a member shall participate in or materially influence any decision made by SpecFicNZ in respect of any payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever 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).
11.3 The provision and effect of this clause shall not be removed from this constitution and shall be implied into any document replacing this constitution.

12 FINANCIAL ACCOUNTS
12.1 The Committee must cause the financial accounts of SpecFicNZ to be laid before the annual general meeting.
12.2 A copy of the financial accounts must be sent to all persons entitled to be sent notices of general meetings together with the notice of the annual general meeting.

13 FINANCIAL YEAR
13.1 The financial year shall end on the last day of February in each year, to which day the accounts of SpecFicNZ are balanced.

14 CONTROL OF FUNDS
14.1 At the first meeting of SpecFicNZ after incorporation and at the first meeting of the Committee following each Annual General Meeting, the Committee will decide by resolution the following:
14.1.1 how money will be received by SpecFicNZ
14.1.2 who will be entitled to produce receipts;
14.1.3 what bank accounts will operate for the ensuing year, including the purposes of and access to accounts;
14.1.4 who will be allowed to authorise the production of cheques and the names of cheque signatories (should include two members of the committee) and
14.1.5 policy concerning the investment of money by SpecFicNZ, including what type of investment will be permitted.
14.2 The Treasurer will ensure that true and fair accounts are kept of all money received and expended.
14.3 The Committee may arrange for the accounts of SpecFicNZ for that financial year to be audited by a person appointed for that purpose.

15. BORROWING POWERS
15.1 The Committee may from time to time on resolution of the Committee and ratified at a general meeting borrow for the purposes of SpecFicNZ from any persons, firms or corporations any sum or sums of money on the securities on all or any of SpecFicNZ’s property (real or personal) assets and effects both present or future or any part thereof by legal mortgages or charges with powers of sale and other usual powers or by the issue of debentures or other obligations that may be issued on such terms and conditions as to the rates of interest or otherwise as the Committee sees fit.

16. INDEMNITY
16.1 No Officer or member of the Committee shall be liable for the acts or defaults of any other Officer or member of the Committee or any loss occasioned thereby, unless occasioned by their wilful default or by their wilful acquiescence.
16.2 The Officers, Committee and each of its members shall be indemnified by SpecFicNZ for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their wilful default.

17 WINDING UP
17.1 SpecFicNZ can wind up (bring its separate legal existence to an end), if at a General meeting of its members, it passes a resolution to wind up, and the resolution is confirmed at a subsequent general meeting called together for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.

17.2 Any surplus assets after the payment of all outstanding liabilities will be distributed among such community organisations in New Zealand that have similar objects to SpecFicNZ and as the members will decide in a General Meeting. If SpecFicNZ is unable to resolve any disagreement over the distribution of surplus assets then the provisions of Section 27 of the Incorporated Societies Act 1908, or the relevant provisions of subsequent enactments, will apply.