Rules of Democracy Action Incorporated
1. NAME OF SOCIETY
1.1 The official name of the society is “Democracy Action Incorporated” ("the Society").
1.2 The Society is a not-for-profit incorporated society established under these rules to undertake activity that champions its objectives outlined in clause 3.1.
2. REGISTERED OFFICE
2.1 The registered office of the Society shall be at Level 5, Wakefield House, 90 The Terrace, Wellington, or such other address as the Society may from time to time appoint and notify to the Registrar of Incorporated Societies.
3.1 The general objects of Democracy Action are:
(a) To champion the fundamental importance of democracy and equality of citizenship;
(b) To communicate and disseminate information about democracy and equality of citizenship in New Zealand;
(c) To educate about the New Zealand constitution, and how democracy is distinguished from systems that confer political power on grounds of birth or racial, religious or cultural or inherited status;
(d) To support people and organisations who or which promote or defend democracy and equality of citizenship;
(e) To initiate, support and/or participate as a party in litigation, and other proceedings in which the principles of democracy and/or equality of citizenship are in issue;
(f) To initiate, support and/or participate in public or political or administrative campaigns and activity affecting or relating to principles of democracy and equality of citizenship; and
(e) Any other purpose that is beneficial to the democratic government of communities within New Zealand.
3.2 Pecuniary gain is not a purpose of the Society.
4.1 People can become members or supporters of the Society.
4.2 Members should not remain members if they become unable to endorse the objects of the Society or by membership bring the Society into disrepute.
4.3 The Committee will determine the process for joining the Society and for approving membership applications.
4.4 The Committee's decision is conclusive on whether a person qualifies for membership or retains membership (as provided in rule 11).
4.5 Each member may be required to pay a subscription at an amount and for a period as the Committee from time to time decides.
4.6 Supporters may make donations to the Society without becoming members.
4.7 The Secretary shall keep a register of members. This shall include each member's name, contact details* and the date they became a member. Members must notify the Society of any change to contact details.
5. COMMITTEE AND OFFICERS
5.1 There will be an inaugural Committee consisting of the founders of Democracy Action, the unincorporated association that existed prior to the Society being incorporated.
5.2 The Committee shall consist of at least three members including officers and have responsibility for the affairs of the Society
5.3 The officers shall consist of a Chair, Secretary and Treasurer.
5.4 The Committee is responsible for:
(a) the management of the Society;
(b) delegating functions, powers and decisions to the officers;
(c) deciding on the process for membership selection in accordance with rule 4.3;
(d) making decisions relevant to the activities of the Society in accordance with the objectives of the Society under rule 3.1 and these rules;
(d) approving the release of any publications, submissions, or media statements by Democracy Action;
(e) the appointment of new Committee members to fill vacancies;
(f) setting membership subscription amounts under rule 4.5;
(g) approving payments made by the Society under rule 7.3;
(h) borrow money for the purpose of the Society; and
(i) manage the Society's financial affairs, including approving the annual financial statements for presentation to the members at the AGM.
5.5 At least two members of the Committee must approve:
(a) the release of any publications, submissions, or media statements by the Society; and
(b) the contents of the Society's website, if any, and any social media tools used by the Society.
5.6 The Committee is bound to act in accordance with the objects of the Society and these rules.
6.1 The Committee shall have the power to delegate such of its functions and powers to such subcommittees as it decides.
6.2 The Committee may employ people or contract services for the purposes of the Society.
7. CONTROL OF FUNDS
7.1 The income and property of the Society from whatever source shall be applied towards the promotion of the objects of the Society.
7.2 No portion of the funds shall be paid or transferred directly or indirectly by way of dividend or bonus to members of the Society. Members of the Committee may be reimbursed for actual and reasonable expenses properly incurred on behalf of the Society.
7.3 All funds will be administered by the Treasurer. All payments must be approved by the Committee.
7.4 The financial year of the Society begins on 1st of April and ends on 31st March of the next year ("the balance date").
7.5 No review or audit of the annual financial statements is required unless a review or audit is requested by the Committee.
8.1 The Society must hold at least one meeting a year for members ("the Annual General Meeting" or "the AGM"). The AGM shall be held within five months of the balance date.
8.2 The Committee can convene meetings of members at any other time.
8.3 Notice of both AGM and meetings for members shall be sent by post or email at the addresses appearing on the register of the Society. Accidental failure to give notice about a meeting to a minority of members of the Society shall not invalidate the meeting or its resolutions.
8.4 Notice of the AGM shall be given at least three weeks prior to the date fixed for the AGM.
8.5 Members may attend a Society meeting in person, or where the Committee determines that it is practicable, remotely by teleconference or videoconference.
8.6 Resolutions shall be passed by a simple majority vote unless a super majority is specified for a type of decision. Where a vote is tied, the Chair has a casting vote.
8.7 Voting shall be on the voices or show of hands as determined by the Chair unless a ballot is required by the Chair or by at least one quarter of members present and entitled to vote at the meeting. Each member is entitled to one vote.
8.8 Minutes shall be kept of decisions at an AGM.
8.9 The chair of each meeting shall be the Chair or, if the Chair is absent, another member of the Committee.
8.10 Where a special majority is specified for a decision (such as a two thirds majority) it means a resolution passed with the affirmative votes of at least the specified percentage or proportion of those who are entitled to vote and vote on the resolution.
9. COMMON SEAL
9.1 The Chair, or any other person that the Committee nominates, shall have the custody of the common seal. The common seal shall not be affixed to any document except by the authority of Committee.
10. EXCLUSION OF LIABILITY
10.1 No action at law or otherwise shall lie in favour of members or their executors or administrators against any Committee member or any other officer of the Society for or in respect of any act (whether negligent or not) done or omitted to be done in good faith. This clause applies notwithstanding that there may have been an irregularity or informality occurring in or about the doing or omitting of any act.
10.2 No Committee member of the Society (including officers) shall be liable for any act or omission (including negligence) of any other Committee member or officer of the Society.
10.3 The Society shall indemnify and/or reimburse from its assets the Committee members against any liability or expense arising out of the execution of the duties of the member that is not inconsistent with any decision of the Committee in relation to the Society if they have been executed reasonably, honestly, and in good faith.
11. CESSATION OF MEMBERSHIP
11.1 A members will cease to be a member either by resignation, when a member dies, non-payment of subscription (if there is one) or by expulsion.
11.2 A member may be expelled for:
(a) Breaching or failing or refusing to abide by or to observe the objects of the Society or these rules;
(b) Bringing the Society into disrepute; and
(c) Being otherwise guilty of any improper conduct.
11.3 Expulsion of a member shall be decided by two-thirds majority resolution at a Committee meeting.
11.4 Before making a decision on expulsion, the Committee must invite the member to explain their position in writing.
11.5 A member (or former member) who contests an expulsion decision or process may be required to reimburse the Society for any legal or other costs incurred by the Society and any Committee member in pursuing the expulsion.
11.6 Upon cessation of membership, the Secretary shall remove the person from the register of members.
11.7 A member whose membership ceases shall nevertheless remain liable for all subscriptions and other moneys payable to the Society up to the date of cessation of membership and shall not be entitled to any refund of pre-paid subscriptions.
12. ALTERATION OF RULES
12.1 These rules may only be repealed or altered with the approval of a two thirds majority resolution of the Committee and a resolution of a meeting of the members.
12.2 Every alteration of the rules must be signed by at least three members of the Society.
13. LIQUIDATION AND DISPOSITION OF PROPERTY
13.1 The Society may at any time be wound up with the approval of a two thirds majority resolution of the Committee.
13.2 Upon dissolution or winding-up of the Society the surplus assets (after payment of liabilities) shall not be divided equally among members but be given or transferred to some other not-for-profit body within New Zealand having objects similar to the objects of the Society.
DATED this 14th day of August 2017
*The Incorporated Societies Act 1908 requires addresses. It is suggested the people who do not wish to provide addresses be invited to maintain association as supporters.