1. Name
The name of the Society is Christchurch Bridge Club Incorporated (the Club).
2. Registration
The Club is registered under the Incorporated Societies Act 2022, including its updates and replacements (the Act).
3. Charitable status
The Club is registered under the Charities Act 2005 (registration number CC28103).
4. Purposes
The Club is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely:
Teaching and providing facilities for directing the playing of bridge, and any ancillary administrative functions associated with the running of the Club and its facilities.
Promoting bridge tournaments and matches.
Making the best use of the Club's facilities and grounds consistent with the above purposes.
Any income or benefit must be used to advance the charitable purposes of the Club. Nothing in this Constitution authorises the Club to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other New Zealand le gislation.
While this Club is based in Christchurch, its sphere of interest may extend beyond the city boundaries and the membership of the Club is not confined to the City of Christchurch.
5. Registered office
The Registered Office of the Club shall be at such place as the committee may from time to time determine. Notice of any change in the situation of the Registered Office shall be given to the Registrar of Incorporated Societies.
7. Affiliation
The Club is an affiliated member of New Zealand Bridge Incorporated (NZ Bridge), being the governing organisation responsible for the management, control, administration and regulation of contract bridge in New Zealand. The Club shall seek to comply with any requirements imposed from time to time for membership of that organisation and to continuously maintain such affiliation and the benefits of such membership. All members of the Club are, by virtue of that affiliation, also bound by the provisions of the rules of NZ Bridge to the extent the same applies to members of affiliated Clubs participating in the game of contract bridge.
8. Membership
The Club shall maintain the minimum of ten members required by the Act.
a) Becoming a member:
Every applicant for membership must complete and sign a Membership Application form which includes consent in writing to become a member. The signed form shall be retained in the Club’s membership records.
b) Categories of member and privileges
The members of the Club shall be:
- Life members
- Ordinary members
- Youth members
Life membership of the Club may be granted to a member in recognition of their extraordinary service to the Club. Recommendations for election to life membership can be made only by the committee and shall require the approval of three-quarters of the votes cast in a secret ballot at a general meeting. A life member is not liable to pay any subscription and is entitled to all privileges of the Club.
Youth members shall have the playing rights of ordinary members while under the age of 23 years and not in full-time employment. They shall have no right to vote or hold office unless they become ordinary members and pay full fees.
c) Becoming an ordinary or youth member: process
Upon receipt of the signed Membership Application Form this will be tabled at the next committee meeting. If the applicant is accepted for further processing by the committee the name of the person shall be posted on the noticeboard in the Club rooms for at least fourteen days. Members may notify concerns about an applicant to the Club.
At its first meeting after fourteen days, the committee shall consider granting membership to the applicant, and if approved the applicant shall become a member of the Club and their details shall be entered into the register of members.
The committee may accept or decline an application for membership at its sole discretion. The committee must advise the applicant of its decision but it is not required to provide reasons for that decision.
Every new member shall be notified by the Club Administrator and then be bound by these rules (this Constitution plus the policies of the Club). The new member will be directed to these rules online and they may request a printed copy.
d) Status and Playing Rights of Members
The committee shall decide the members’ initial playing grade, the number of grades and how to move between grades.
e) Members' obligations and rights
Every member shall provide the Club with their name and contact details (namely a physical or email address and a telephone number) and promptly advise the Club in writing of any changes to those details.
All members shall promote the interests and purposes of the Club and shall do nothing to bring the Club into disrepute.
A member is only entitled to exercise the rights of membership (including attending and voting at general meetings, accessing or using the Club’s premises, facilities, equipment and other property, and participating in Club activities) if all subscriptions and any other fees have been paid to the Club by their respective due dates.
No member, life member or officer is liable for an obligation of the Club by reason only of being a member of the Club.
The committee will decide what access or use members may have to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Club.
The committee shall decide on members’ rights to participate in Club activities, including any conditions of and fees for such access, use or involvement.
Membership does not confer on any member any right, title or interest (legal or equitable) on the property of the Club.
f) Ceasing to be a member
A member ceases to be a member:
- by resignation from that member’s class of membership from the date of receipt or other specified date of the notice signed by that member to the committee, or
- through being non-financial, or
- on termination of a member’s membership following a dispute resolution process under this constitution, from the date specified in the notice to the member or
- on the date of death, or
- by resolution of the committee from a date specified in the letter to the member where the member has failed to pay a subscription, levy or other amount due to the Club within three months of the due date for payment; or
- if, in the opinion of the committee, the member has brought the Club into disrepute. In this context the committee has absolute discretion in its decision.
g) Obligations once membership has ceased
The ex-member shall:
- cease to hold themselves out as a member of the Club, and
- return to the Club all material provided to members by the Club, as may be specified by the committee at the time (including any membership certificate, trophies, handbooks and manuals).
- cease to be entitled to any of the rights of a Club member.
h) Becoming a member again
Any former member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the committee.
9. Annual Subscriptions and Table Fees Annual subscriptions and table fees shall be determined by the committee in the preceding financial year. The membership subscription period is from 1 January till 31 December each year.
Subscriptions are due in advance on the 1st day of January each year.
The subscription is payable on election to membership of the Club. If not paid the membership may be cancelled at the discretion of the committee.
A member joining after 31 March shall pay a first subscription calculated on a pro rata basis.
Any member whose subscription remains unpaid on 31 March each year shall be considered as unfinancial (without being released from the obligation of payment) and shall be suspended from membership and shall not be entitled to the privileges of the Club until the subscription has been paid. A member who has not resigned before the end of the financial year is liable for the subscription for the ensuing year.
10. General meetings
a) Procedures for all general meetings
Only financial members may attend, speak and vote at general meetings.
The annual general meeting shall be held on or before 31st March each year on a date fixed by the committee. Written resolutions will not be used in lieu of a general meeting.
At least twenty-one days’ notice of this meeting shall be given to members including the business to be covered at the meeting.
The business at the annual general meeting shall include confirmation of the minutes from the last annual general meeting, the presentation of the annual report, presentation of the reviewed annual financial statements, election of officers, appointment of auditor/reviewer and disclosure of the interests register. Other matters will be included as required.
All general meetings of the Club and all committee meetings shall be chaired by the president or in the president’s absence by the vice-president. In the absence of both of them the meeting shall choose one of those present to be the chairperson.
The person chairing a general meeting may vote but has no casting vote.
The chairperson may direct any person not entitled to be present at the general meeting, or obstructing the business of the general meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson to be removed from the general meeting.
Any member may request that a motion be included in the papers to members and voted on at a general meeting, by giving notice to the Club Administrator or committee at least twenty-eight days before that meeting. The member(s) may also provide information in support of the motion.
b) Quorum
At all general meetings thirty financial members attending for the duration of the meeting shall form a quorum. If there is not a quorum present fifteen minutes after the time set down for the meeting, the meeting shall be adjourned and immediately reconvened. At the reconvened meeting if there is no quorum within fifteen minutes the members present shall either adjourn the meeting or if three-quarters of those present agree that those present constitute a quorum, the meeting can then transact its business. No proxy or written voting shall be permitted.
c) Voting
A member is entitled to exercise one vote in person on any motion at a general
meeting in person. Voting at a general meeting shall be by voice or by show of hands or, on demand of the chairperson or of two or more members present, by secret ballot.
In the event of any vote being tied the motion is defeated. Unless otherwise required by this constitution, all motions shall be decided by a simple majority of those attending in person.
Two members (who are not nominees) appointed by the meeting shall act as scrutineers for the counting of votes and destruction of any voting papers.
Notwithstanding the above, in addition to voting at the annual general meeting for the election of officers and committee, a rolling ballot will be conducted in the one-hour period preceding play at scheduled Club sessions during the seven days immediately prior to the annual general meeting. Members may only vote once, and all votes cast shall be deemed to have been made at the annual general meeting.
d) Election or appointment of officers
Only financial members of the Club are eligible for election.
The annual general meeting shall elect nine officers being the president, vice president and treasurer along with six other members who collectively shall be the committee. The Registrar of Incorporated Societies will be notified as per S.9 of the Act.
Written nominations for election on the approved form, signed by two financial members and including the written consent of the nominee, shall be lodged with the Club Administrator at least twenty-one days before the annual general meeting. The nomination form requires a declaration from the nominee that they are a fit and proper person to be an officer according to the Act.
At least fourteen days before the annual general meeting the Club Administrator shall post on the noticeboard a list of nominees together with such information (not exceeding one side of an A4 sheet of paper) as may be supplied in support of each nomination.
In the absence of sufficient valid nominations being received and remaining current at the date of the annual general meeting, nominations for any vacancies remaining may be made from the floor.
If a vacancy on the committee occurs during its term, the vice president shall fill a vacancy in the position of president, and any other vacancy may be filled by the committee. The committee may continue to act despite any vacancy. The committee may co-opt a person to fill a vacancy.
An officer may be removed from office where it is in the interest of the club to do so. Such grounds would include bringing the club into disrepute and failure to disclose a conflict of interest with potential for pecuniary gain for the officer. All such decisions are required to follow the disputes process.
e) Term
The term of office for all officers elected to the committee shall be one year, expiring at the end of the subsequent annual general meeting. Any officer may offer themselves for re-election.
Each officer shall upon resigning or ceasing to hold office deliver to the Club Administrator all books, papers and other property of the Club.
f) Special General Meeting
The committee shall call a special general meeting:
- whenever it considers it in the interests of the Club to do so, or
- upon receipt of a request to do so signed by at least twenty-five members stating the business of the meeting.
Notice of any business to be considered at any special general meeting must be given to members at least twenty-one days before the meeting and in the case of a meeting called under requisition from members the meeting must be held within twenty-eight days of the receipt of the requisition.
At any special general meeting no business shall be transacted other than that stated in the notice convening the meeting.
g) Notices
This Constitution, the policies and any notices required to be given to members shall be displayed in the Club rooms and will be available on the Club website. Copies will be provided to the member at the contact email address notified to the Club and recorded in the Club’s register of members on written application to the Club Administrator.
The general meeting and its business will not be invalidated simply because one or more members do not receive notice of the general meeting.
h) Minutes
The Club must keep the minutes of all general and special general meetings and committee meetings. At the next meeting the minutes are tabled and once discussed and signed by the Chairperson become the official record of the meeting.
i) Alteration to the Constitution
No alteration, addition or deletion shall be made to this Constitution except at a special general meeting called for that purpose. Details of proposed changes must be given in the notice concerning the meeting. The votes of three-fifths of those members present are required to make any change.
No addition to deletion from or alteration of the Christchurch Bridge Club Inc Constitution shall be made, which would allow personal financial gain for any individual. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
Amendments once approved shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration and shall take effect from the date of registration.
The amendments shall also be notified to Charities Services as required by S.40 of the Charities Act.
11. Committee a) Committee composition
The Club has nine officers, being the president, vice president, treasurer and six committee members. Each officer must be a natural person and not be disqualified from being an officer under S.47(3) of the Act or S.36 (B) of the Charities Act 2005.
Each officer is elected each year and required to sign a declaration to confirm eligibility and accept their obligations to act in good faith in the interest of the Club.
b) Functions of the committee
From the end of each annual general meeting until the end of the next, the Club shall be administered, managed and controlled by, or under the direction or supervision of, the committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this constitution.
The committee shall be accountable to the members for the implementation of the policies of the Club as approved by any general meeting and having regard to the best interests of the Club.
c) Powers of the committee
The committee has all the powers necessary for managing and for directing and supervising the management of the operation and affairs of the Club, subject to such modifications, exceptions, or limitations as are contained in the Act or in this constitution. Except as otherwise provided in this constitution, the committee may regulate its own procedures.
The committee may engage employees on such terms and with such powers as it thinks desirable. The President acts as the employer.
Other than matters required by law or by this Constitution that are to be decided by the Club in a general meeting, the committee shall do all things in the exercise of the Club’s powers and management.
The committee may co-opt any member to the committee for a specific purpose for a limited period. Such ad hoc appointees do not have a vote.
The committee may appoint sub-committees consisting of such members as it thinks fit and with or without power to co-opt, and according to terms of reference it shall set. The president shall ex officio be a member of all sub-committees.
The committee may act by resolution approved by more than half the officers present. There is one vote per officer and no casting vote.
The committee shall make or amend policies consistent with this Constitution for any matter affecting members, the control of Club activities and the management of the Club.
This Constitution and any policies (collectively the rules), the resolutions of general meetings, the decisions of the committee on the interpretation of these rules, and all actions taken by the committee in accordance with these rules, and on matters not provided for in these rules, shall be final and binding on all members.
The committee shall set playing fees from time to time and may impose additional fees for visitors to the Club and other charges as it may decide.
12. Committee meetings The committee shall meet at least nine times each year at such times and places and in such manner (including by audio, audio and visual, or electronic communication so all participating and constituting a quorum can simultaneously hear each other throughout the meeting) as it may determine and otherwise where and as convened by the president.
The quorum for committee meetings is six officers of the committee.
The committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next committee or sub-committee meeting.
Unless otherwise specified for a particular meeting, members shall not be entitled to attend or participate in a committee meeting.
13. Conflicts of interest Every officer as a member of the committee (or any sub-committee) is required to declare any conflict of interest (such as a financial interest in a matter) as soon as they are elected or become aware of the conflict with the Club or committee and to have this recorded on the interests register.
The committee shall at all times maintain an up-to-date register of the interests disclosed by officers and by members of any sub-committee (see S.73 of the Act). The Interest Register is available on request to members.
Despite a conflict, the officer may still participate in discussions but is not to vote or sign any documents in relation to any such matter.
14. Records The Club shall keep an up-to-date Register of Members and former members. For each current member, the information contained in the Register of Members shall include:
- the member’s name, and
- the date on which they became a member, if known, and
- whether the member is financial or unfinancial
- their contact details, including a physical address or email address, and
- telephone number.
Every member shall promptly advise the Club of any change in their contact details.
For former members, who ceased to be members within the previous 7 years, the Club will record: The former member's name and date the person ceased to be a member.
A member may at any time make a written request to the Club for information held by the Club. The request must specify the information sought in sufficient detail to enable the information to be identified. The Club will provide such information (or give reasons for refusing to provide the information) and agrees to correct any errors in the information and in all respects comply with the requirements of the Privacy Act 2020.
15. Finances a) Control and management
The funds and property of the Club shall be:
- controlled, invested and disposed of by the committee, subject to this constitution, and
- devoted solely to the promotion of the purposes of the Club.
The committee shall maintain bank accounts in the name of the Club.
All accounts paid or for payment shall be submitted to the committee for approval of payment. Payment shall be authorised by two people, not for payments to themselves, including the Treasurer and/or Club Administrator and another appointed by the committee for that purpose.
The committee must ensure that accounting records are kept at all times that:
- correctly record the transactions of the Club, and
- allow the Club to produce financial statements that comply with the requirements of the Act, and
- enable the financial statements to be readily and properly audited or reviewed annually.
The accounting records must be kept in written or electronic form that is easily accessible. The accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Club.
b) Balance date
The Club's financial year shall commence on 01 January of each year and end on 31 December (the latter date being the Club’s balance date).
c) Treasurer
The functions of the treasurer shall include:
- keeping such books of account as may be necessary to provide a true record of the Club’s financial position.
- preparing budgets and reporting on the Club’s financial position to each committee meeting.
- presenting an annual statement of accounts (statement of financial performance and statement of financial position) to the annual general meeting.
- chairing the finance sub-committee; and
- supervising all the financial affairs of the Club.
Payments to members
No member shall derive any personal pecuniary benefit from membership of the Club. Any financial transaction involving a committee member must be fully disclosed, and the member must not vote on the issue.
Major transactions
The officers of the Club may decide if any proposed transaction is a major transaction and this decision shall be final in every respect. Decisions on major transactions shall be made at a general meeting of members. The sale of the Club land and buildings is an exception and is a major transaction.
In all other matters the committee may purchase, take on lease or otherwise acquire real and personal property of every description and generally act in all matters which may be thought necessary or expedient for the attainment of any of the objects of the Club, and may sell, exchange, lease, let, hire out, sub-let, mortgage or otherwise dispose of or deal with the same or any part thereof and may build on any land and may repair, alter, improve, or otherwise deal with any building.
The committee may enter into any joint venture with an association or organisation, having a purpose consistent with the purposes of this Club (notwithstanding that the membership base or activity may be different) and for the avoidance of doubt it may also acquire the assets of any other Club which is consistent with the purposes of this Club.
16. Dispute resolution Disagreements or conflict may arise and meet the definition of a dispute under the Act (S.38). A complaint may be initiated by a member or an officer of the club. We recognise our obligation to have the matter resolved according to the principles and rules of natural justice. Specifically, we will:
- receive the complaint in writing, addressed to the Club.
- investigate the complaint.
- allow the complainer and the party complained about to be heard.
- to refer the matter to a subcommittee or external arbitration if deemed reasonable.
- not to proceed with the complaint in some circumstances.
- ensure decision makers are in all cases impartial and without bias.
We acknowledge the dispute resolution guidelines in Schedule 2 of the Act and will at all times refer to these for the management of any dispute.
Expulsion of members
The committee has the power to censure, suspend membership for a period, or expel any member, but the member shall be given full opportunity to offer an explanation.
Any member expelled under this dispute resolution process has the right to appeal within three months from the date of expulsion to a special general meeting at which a majority of two-thirds of those present may reverse the committee’s decision.
17. Liquidation and removal from the Register Resolving to put Club into liquidation.
In accordance with Part 5 of the Incorporated Societies Act 2022, or any law in substitution for that Act, members present at a general meeting of the Club may by a two thirds majority resolve that the Club be dissolved as from a date specified in that resolution. Any such resolution must be confirmed at a subsequent special general meeting called for that purpose, with again a two-thirds majority and held not earlier than thirty days after the passing of the resolution. Members shall direct, after all debts of the Club have been paid, the method of disposition of the funds and property of the Club after its dissolution to any similar charitable Club or purpose in New Zealand as defined in S.5(1) of the Charities Act 2005.
The Notice shall include all information as required by S.228(4) of the Act.
The Club may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
Disposition of Surplus Assets
If the Club is wound up, liquidated or removed from the register of incorporated societies, no distribution shall be made to any member or individuals, and if any property remains after the settlement of the Club’s debts and liabilities, that property must be applied to a purpose in line with our own or to further a not-for-profit or charitable purpose as defined in S.5(1) of the Charities Act 2005.
