PROPOSED CONSTITUTION OF
ELECTRIFY THE HUTT INCORPORATED
1. NAME
1.1 The name of the society is Electrify the Hutt Incorporated ("the Society").
2. REGISTERED OFFICE
2.1 The registered office of the Society shall be in New Zealand at such place as the Executive Committee may determine.
2.2 Changes to the registered office shall be notified to the Registrar of Incorporated Societies (“Registrar”) at least 5 working days before the change of address for the registered office is due to take effect, and in a form and as required by the Act.
3. PURPOSES
3.1 The purposes of the Society are exclusively charitable and include:
a) To educate people about the economic, environmental and social benefits from electrifying their lives, homes and businesses
b) To educate communities about the benefits of local energy generation, including solar panels and micro wind turbines.
c) To promote the reduction of carbon emissions through increased renewable energy use.
d) To encourage energy resilience and independence by supporting individuals and communities in establishing local energy generation.
e) To advocate for and support the provision of low or no-cost energy to disadvantaged members of the community.
f) To engage in research, partnerships, and advocacy to advance the transition to renewable energy at the community level.
g) To collaborate with other organisations and individuals working towards similar goals.
h) To do anything incidental or conducive to the attainment of these purposes.
3.2 The Society is established for charitable purposes and its activities will be carried out exclusively for those purposes. No part of the income or property of the Society shall be used for the private pecuniary profit of any Member, Executive Committee member, or associate of the Society.
3.3 Any income, benefit, or advantage must be used to advance the charitable purposes of the Society
4. POWERS
4.1 The Society has the powers of an incorporated society under the Incorporated Societies Act 2022, and specifically, but not limited to, the power to:
a) Acquire, hold, and dispose of property.
b) Enter into contracts (including with members).
c) Borrow money (including from members).
d) Employ staff (including members).
e) Raise funds and receive donations.
f) Undertake research and educational activities.
g) Provide advice and information.
h) Collaborate with other organisations.
4.2 Any contracts with, borrowing from, or employment of members must be on an arms length basis as though there was no other relationship between the parties.
4.3 Nothing in this Constitution authorises the Society to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.
5. CONTACT PERSON
5.1 The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.
5.2 The Society’s contact person must be:
a) At least 18 years of age, and
b) Ordinarily resident in New Zealand.
5.3 A contact person or persons will be nominated by the Executive Committee and confirmed by the Members at a General Meeting.
5.4 Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:
a) A physical address or an electronic address, and
b) A telephone number.
5.5 Any change in a contact person or their name or contact details shall be advised to the Registrar within 20 working days of that change occurring, or the Society becoming aware of the change.
5.6 If required, a replacement Contact person may be appointed by the Executive Committee for the period until the next AGM
6. GOVERNANCE
6.1 The Society shall be governed by an Executive Committee consisting of a minimum of three (3) officers:
a) Chairperson
b) Secretary
c) Treasurer
6.2 The Executive Committee shall recommend to the Annual General Meeting (AGM) whether the Executive Committee should include additional officers beyond the required three. The AGM may then elect up to four (4) additional Executive Committee members as deemed necessary.
6.3 All members of the Executive Committee must be ordinary or life members of the Society.
6.4 Officers shall be elected by the members at the AGM for a term of two (2) years unless otherwise agreed at the AGM.
6.5 Officers may be re-elected on the expiry of their term except that no member can serve for more than five (5) consecutive terms.
6.5 The Executive Committee shall meet at least four (4) times per year.
6.6 Quorum for an Executive Committee meeting shall be at least 50% of the committee members.
6.7 Meetings of the Executive Committee will be chaired by the Chairperson, or in their absence, by another committee member chosen from those present.
6.8 Executive Committee members may be removed by a majority vote at a general meeting if they fail to fulfil their duties or act contrary to the interests of the Society.
6.9 Vacancies may be filled by appointment of the Executive Committee until the next AGM.
6.10 The Executive Committee shall be responsible for overseeing the management, finances, and strategic direction of the Society in alignment with its charitable purposes.
7 OFFICERS’ DUTIES
7.1 Officers of the Society must:
a) Act in good faith and in the best interests of the Society
b) Exercise powers for proper purposes only
c) Comply with the Act and this Constitution
d) Exercise reasonable care and diligence in carrying out their duties
e) Not create a substantial risk of serious loss to creditors
f) Only incur obligations the Officer reasonably believes the Society can perform.
7.2 The Secretary will file an annual return and associated financial statements with the Registrar within six (6) months of the balance date.
7.3 The Secretary will notify the Registrar of any appointed contact persons, and any changes to them.
8. FINANCIAL MATTERS
8.1 The Society shall operate as a not-for-profit entity, and all funds shall be applied to the purposes of the Society.
8.2 The Treasurer shall maintain accurate financial records and prepare annual accounts.
8.3 No officer or member shall receive any distributions of profit or income from the Society. This does not prevent officers or members:
a) Receiving reimbursement of actual and reasonable expenses incurred, or
b) Entering into any transactions with the Society for goods or services supplied to or from them, which are at arms length, relative to what would occur between unrelated parties.
8.4 No officer or member is allowed to influence any decision made by the Society in respect of payments or transactions between it and them, their direct family or any associated entity.
8.5 The Society’s funds shall be managed through a bank account operated by the Executive Committee, with at least two signatories required for transactions.
8.6 The Executive Committee will have the Society’s financial accounts reviewed or audited if directed by a resolution at a general meeting.
8.7 The Society’s financial year shall be a calendar year starting on 1st January and ending on the 31st December.
9. MEMBERSHIP
9.1 Membership shall be open to any person or organisation that supports the purposes of the Society.
9.2 A person wanting to become a member must make an application to the Executive Committee in a manner set out in the Society’s policies.
9.3 There shall be four (4) categories of membership:
a) Ordinary (with full voting rights)
b) Associate (with no voting rights)
c) Life (with full voting rights; exempt from requirement to pay a membership fee)
d) Honorary (with no voting rights; exempt from requirement to pay a membership fee)
9.4 An Associate Member is a person or organisation who supports the aims of the Society but does not qualify for full membership. Associate Members have limited membership rights and privileges as specified in the Society’s policies.
9.5 A Life Member is a person honoured for highly valued services to the Society elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions and levies.
9.6 An Honorary Member is a person honoured for services to the Society or in an associated field elected as an Honorary Member by resolution of a General Meeting passed by a simple majority of those present and voting. An Honorary Member has no membership rights, privileges or duties.
9.7 The Executive Committee may approve, refuse, or terminate membership based on criteria set out in the Society’s policies.
9.8 A register of members shall be maintained by the Executive Committee and available for inspection as specified in the Society’s policies.
9.9 The signed written consent of every person to become a Society Member shall be retained in the Society’s membership records.
9.10 The Society shall maintain the minimum number of Members required by the Act.
9.11 A membership fee for ordinary and associate members will be payable as determined by the Executive Committee and approved at a general meeting.
9.12 A person will cease to be a member of the Society by notifying the Executive Committee in the manner set out in the Society’ policies or if their membership fee remains unpaid for a period specified in the Society’s policies.
9.13 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 Executive Committee.
9.14 But, if a former Member’s membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a resolution passed at a General Meeting on the recommendation of the Executive Committee.
10 MEMBERS’ OBLIGATIONS
10.1 Every Member shall provide the Society in writing with that Member’s name and contact details (namely, physical or email address and a telephone number) and promptly advise the Society in writing of any changes to those details.
10.2 All Members shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
10.3 No Member or Life Member is liable for an obligation of the Society by reason only of being a Member.
10.4 A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Society’s premises, facilities, equipment and other property, and participating in Society activities) if all subscriptions and any other fees have been paid to the Society by their respective due dates..
10.5 Any Member that is a body corporate shall provide the Executive Committee, in writing, with the name and contact details of the person who is the organisation’s authorised representative, and that person shall be deemed to be the organisation’s proxy for the purposes of voting at General Meetings.
10.6 The Executive Committee may decide what access or use Members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Society, and to participate in Society activities, including any conditions of and fees for such access, use or involvement.
11. CEASING TO BE A MEMBER
11.1 A Member ceases to be a Member:
a) by resignation from that Member’s class of membership by written notice signed by that Member to the Executive Committee, or
b) on termination of a Member’s membership following a dispute resolution process under this Constitution, or
c) on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or
d) by resolution of the Executive Committee where:
- The Member has failed to pay a subscription, levy or other amount due to the Society within the time allowed by the Society's policies, or
- In the opinion of the Executive Committee the Member has brought the Society into disrepute.
11.2 A Member’s membership will cease with effect from (as applicable)—
a) the date of receipt of the Member’s notice of resignation by the Executive Committee (or any subsequent date stated in the notice of resignation), or
b) the date of termination of the Member’s membership under this Constitution, or
c) the date of death of the Member (or if a body corporate from the date of its liquidation or deregistration, or if a partnership from the date of its dissolution), or
d) the date specified in a resolution of the Executive Committee, and when a Member’s membership has been terminated the Executive Committee shall promptly notify the former Member in writing.
11.3 A Member who has ceased to be a Member under this Constitution:
a) remains liable to pay all subscriptions and other fees to the Society’s next balance date,
b) shall cease to hold himself, herself, or itself out as a Member of the Society, and shall cease to be entitled to any of the rights of a Society Member.
c) shall return to the Society all material provided to Members by the Society (including any membership certificate, badges, handbooks and manuals).
12. MEETINGS
12.1 The Society shall hold an AGM each year no later than six (6) months after the Society’s balance date, with at least 14 days’ notice of the meeting given to members.
12.2 The business of the AGM shall include:
a) Receiving the annual report and financial statements.
b) Electing members of the Executive Committee.
c) Appointing a reviewer or an auditor of the Society’s finances (if required).
d) Appointing one or more contact persons for noting with the Registrar
d) Considering any other business.
12.3 Special General Meetings may be called by the Executive Committee or by at least 20% of the members.
12.4 Quorum for general meetings shall be 25% of members or five (5) members, whichever is greater.
12.5 The lack of a quorum at an Annual General Meeting shall not prevent the meeting from receiving the annual report and financial statements nor electing a new Executive Committee, nor appointing a reviewer or auditor, nor appointing a contact person.
12.6 General Meetings will be chaired by the Chairman, or in their absence by another member of the Executive Committee present at the meeting.
12.7 Members may submit motions for consideration at a general meeting by providing notice in writing to the Secretary at least fourteen (14) days before the meeting.
12.8 Voting at general meetings shall be conducted by a show of hands or secret ballot as determined by the Chairperson, with decisions made by a simple majority unless otherwise specified. The Chairperson will not have a casting vote.
12.9 General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.
12.10 The Society may pass a written resolution in lieu of a General Meeting, and a written resolution is as valid for the purposes of the Act and this Constitution as if it had been passed at a General Meeting if it is approved by a simple majority unless otherwise specified of the Members who are entitled to vote on the resolution. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more Members. A Member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the Constitution (for example, by electronic means)
13. COMPLAINTS AND DISPUTES
How complaint is made
13.1 A member or an officer may make a complaint by giving to the Executive Committee (or a complaints subcommittee) a notice in writing that:
a) states that the member or officer is starting a procedure for resolving a dispute in accordance with the society’s constitution; and
b) sets out the allegation to which the dispute relates and whom the allegation is against; and
c) sets out any other information reasonably required by the society.
13.2 The Society may make a complaint involving an allegation against a member or an officer by giving to the member or officer a notice in writing that:
a) states that the society is starting a procedure for resolving a dispute in accordance with the society’s constitution; and
b) sets out the allegation to which the dispute relates.
13.3 The information given under subclause 13.1 or 13.2. must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.
13.4 A complaint may be made in any other reasonable manner permitted by the society’s constitution.
Person who makes complaint has right to be heard
13.5 A member or an officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
13.6 If the society makes a complaint the society has a right to be heard before the complaint is resolved or any outcome is determined. An officer may exercise that right on behalf of the society.
13.7 Without limiting the manner in which the member, officer, or society may be given the right to be heard, they must be taken to have been given the right if:
a) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
b) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
c) an oral hearing (if any) is held before the decision maker; and
d) the member’s, officer’s, or Society’s written statement or submissions (if any) are considered by the decision maker.
Person who is subject of complaint has right to be heard
13.8 This clause applies if a complaint involves an allegation that a member, an officer, or the society (the respondent):
a) has engaged in misconduct; or
b) has breached, or is likely to breach, a duty under the society’s constitution or bylaws or the Incorporated Societies Act 2022; or
c) has damaged the rights or interests of a member or the rights or interests of members generally.
13.9 The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
1310 If the respondent is the Society, an officer may exercise the right on behalf of the Society.
13.11 Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if:
a) the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
b) the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
c) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
d) an oral hearing (if any) is held before the decision maker; and
e) the respondent’s written statement or submissions (if any) are considered by the decision maker.
Investigating and determining dispute
13.12 The society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its constitution, ensure that the dispute is investigated and determined.
13.13 Disputes must be dealt with under the constitution in a fair, efficient, and effective manner.
Society may decide not to proceed further with complaint
13.14 Despite the clause 13.12 above, the Society may decide not to proceed further with a complaint if:
a) the complaint is trivial; or
b) the complaint does not appear to disclose or involve any allegation of the following kind:
- that a member or an officer has engaged in material misconduct:
- that a member, an officer, or the society has materially breached, or is likely to materially breach, a duty under the society’s constitution or bylaws or the Incorporated Societies Act 2022:
- that a member’s rights or interests or members’ rights or interests generally have been materially damaged:
- the complaint appears to be without foundation or there is no apparent evidence to support it; or
- the person who makes the complaint has an insignificant interest in the matter; or
- the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the constitution; or
- there has been an undue delay in making the complaint.
Society may refer complaint
13.15 The society may refer a complaint to —
a) a subcommittee or an external person to investigate and report; or
b) a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
13.16 The society may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).
Decision makers
13.17 A person may not act as a decision maker in relation to a complaint if two (2) or more members of the Executive Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:
a) impartial; or
b) able to consider the matter without a predetermined view.
14. WINDING UP
14.1 If the Society is wound up, any remaining assets shall be transferred to another registered charitable organisation with similar purposes.
142 No member shall receive any personal benefit from the distribution of assets.
15. AMENDMENTS
15.1 Any amendment to this constitution must be approved by at least a two-thirds (2/3) majority of members present at a general meeting.
15.2 No amendment of the Society’s rules shall be made that affects the charitable nature of the Society or contravenes the requirements of the Charities Commission.
15.3 No amendment of the Society’s rules shall be made which would allow personal pecuniary profits to any individuals.
16 CONFLICT OF INTEREST
16.1 Any member with a conflict of interest must declare it and abstain from decision-making on the relevant matter.
17. COMPLIANCE WITH LAWS
171 The Society shall comply with the Incorporated Societies Act 2022, the Charities Act 2005, and all other applicable laws and regulations.