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{| class="wikitable" style="margin-left: 10px;"
{{ChapterInfo|SCANZ Constitution handbook|6|Officers}}
|Text in ''italics'' has been added for our purposes including content from our previous rules of incorporation. Plain text is from the Companies Office's [https://isb.companiesoffice.govt.nz/constitutionbuilder/ Constitution Builder]. The help text in boxes is usually that provided by the Constitution Builder to explain requirements. Items in '''bold''' are defined terms.
==Qualifications of officers==
|}{{DISPLAYTITLE:Officers}}
<div class='rulesNumbering'  style="counter-reset: page  6">
==Qualifications of officers (Mandatory section)==
{| class="wikitable" style="margin-left: 10px;"
|The Act provides that an officer of a society has a duty of care in exercising their responsibilities.
<P>Every officer must:
*consent to being elected or appointed, and
*certify that they are not disqualified from becoming an officer.
*Each such consent and certificate must be in writing and retained in the society's records.
To facilitate the process, this rule contains a list reflecting the disqualifying factors which are in the 2022 Act.
|}
#Every '''officer''' must be a natural person who -
#Every '''officer''' must be a natural person who -
##has consented in writing to be an '''officer''' of '''''SCANZ''''', and
##has consented in writing to be an '''officer''' of '''SCANZ''', and
##certifies that they are not disqualified from being elected or appointed or otherwise holding office as an '''officer''' of '''''SCANZ'''''.
##certifies that they are not disqualified from being elected or appointed or otherwise holding office as an '''officer''' of '''SCANZ'''.
#'''Officers''' must not be disqualified under section 47(3) of '''the Act''' from being appointed or holding office as an '''officer''' of '''''SCANZ''''', namely -
#'''Officers''' must not be disqualified under section 47(3) of '''the Act''' from being appointed or holding office as an '''officer''' of '''SCANZ''', namely -
##a person who is under 16 years of age
##a person who is under 16 years of age
##a person who is an undischarged bankrupt
##a person who is an undischarged bankrupt
Line 27: Line 16:
###a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
###a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
##a person subject to:
##a person subject to:
###a banning order under subpart 7 of Part 4 of the Act,or
###a banning order under subpart 7 of Part 4 of the Act, or
###an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
###an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
###a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
###a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
###a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
###a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
##a person who is subject to an order that is substantially similar to an order referred to in paragraph (6) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.
##a person who is subject to an order that is substantially similar to an order referred to in paragraph (6) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.
#''To be a candidate for'' election or appointment as an '''officer''' a person must -
#To be a candidate for election or appointment as an '''officer''' a person must -
##consent in writing to be an '''officer''', and
##consent in writing to be an '''officer''', and
##certify in writing that they are not disqualified from being elected or appointed as an '''officer''' either by this '''constitution''' or '''the Act'''.
##certify in writing that they are not disqualified from being elected or appointed as an '''officer''' either by this '''constitution''' or '''the Act'''.
#''Each officer's certificate shall be retained in '''''SCANZ's''''' records.
#Each officer's certificate shall be retained in '''SCANZ's''' records.


==Officers' duties (recommended)==
==Officers' duties==
{| class="wikitable" style="margin-left: 10px;"
|This rule reflects the statutory duties of society officers contained in the Act and sets out an officer’s obligations which are to the society, rather than its members.
<P>The Act defines an Officer as a natural person who:
*is a committee member, or
*is in a position to exercise significant influence over the management of the society. For example, a chief executive or a treasurer.
All officers have an express duty under to act in good faith and in the best interests of the society.
|}
===All officers===
===All officers===
#At all times each '''officer''':
#At all times each '''officer''':
##must act in good faith and in what they believe to be the best interests of '''''SCANZ''''',
##must act in good faith and in what they believe to be the best interests of '''SCANZ''',
##must exercise all powers for a proper purpose,
##must exercise all powers for a proper purpose,
##must not act, or agree to '''''SCANZ''''' acting, in a manner that contravenes '''the Act''' or this '''constitution''',
##must not act, or agree to '''SCANZ''' acting, in a manner that contravenes '''the Act''' or this '''constitution''',
##when exercising powers or performing duties as an '''officer''', must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:''
##when exercising powers or performing duties as an '''officer''', must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
###the nature of '''''SCANZ''',
###the nature of '''SCANZ''',
###the nature of the decision, and
###the nature of the decision, and
###the position of the '''officer''' and the nature of the responsibilities undertaken by them
###the position of the '''officer''' and the nature of the responsibilities undertaken by them
##must not agree to the activities of '''''SCANZ''''' being carried on in a manner likely to create a substantial risk of serious loss to '''''SCANZ''''' or to '''''SCANZ's''''' creditors, or cause or allow the activities of '''''SCANZ''''' to be carried on in a manner likely to create a substantial risk of serious loss to '''''SCANZ''''' or to '''''SCANZ's''''' creditors, and
##must not agree to the activities of '''SCANZ''' being carried on in a manner likely to create a substantial risk of serious loss to '''SCANZ''' or to '''SCANZ's''' creditors, or cause or allow the activities of '''SCANZ''' to be carried on in a manner likely to create a substantial risk of serious loss to '''SCANZ''' or to '''SCANZ's''' creditors, and
##must not agree to '''''SCANZ''''' incurring an obligation unless they believe at that time on reasonable grounds that '''''SCANZ''''' will be able to perform the obligation when it is required to do so.
##must not agree to '''SCANZ''' incurring an obligation unless they believe at that time on reasonable grounds that '''SCANZ''' will be able to perform the obligation when it is required to do so.


===''Committee members''===
===Committee members===
#The duties of the '''committee''' are to direct and supervise the management of the operations and affairs of '''SCANZ''' to ensure that the organisation operates for the purposes of the society stated in this '''constitution'''.
#The duties of the '''committee''' are to direct and supervise the management of the operations and affairs of '''SCANZ''' to ensure that the organisation operates for the purposes of the society stated in this '''constitution'''.
#''The '''chair''' is responsible for:
#The '''chair''' is responsible for:
##''calling '''committee meetings'''
##calling '''committee meetings'''
##''chairing '''general meetings''' and '''committee meetings''',  
##chairing '''general meetings''' and '''committee meetings''',  
##''and providing leadership for SCANZ.''
##and providing leadership for SCANZ.
#''The '''vice-chair''' is responsible for:
#The '''vice-chair''' is responsible for:
##chairing '''committee meetings''' and '''general meetings''' in the absence of the '''chair''',
##chairing '''committee meetings''' and '''general meetings''' in the absence of the '''chair''',
##performing the role of the '''secretary''' in the absence of the '''secretary.'''''
##performing the role of the '''secretary''' in the absence of the '''secretary.'''
#''The '''secretary''' is responsible for:
#The '''secretary''' is responsible for:
##''keeping the minutes of all proceedings of the '''committee''' and '''general meetings'''
##keeping the minutes of all proceedings of the '''committee''' and '''general meetings'''
##''any other duties specified in this '''constitution'''.''
##any other duties specified in this '''constitution'''.


===''Corporate officers''===
===Corporate officers===
====''SCANZ registrar''====
====SCANZ registrar====
#''The '''SCANZ registrar''' must:''
#The '''SCANZ registrar''' must:
##''Receive all subscriptions and applications for membership, process them promptly and supply each new '''member''' with a membership card; and  
##receive all subscriptions and applications for membership, process them promptly and supply each new '''member''' with a membership card; and  
##''Keep a list of all '''members''', containing their name, contact details, and date of membership and any subsequent changes to these, as required by '''the Act''', and submit this list to the Registrar of Incorporated Societies if requested to do so; and''
##keep a list of all '''members''', containing their name, contact details, and date of membership and any subsequent changes to these, as required by '''the Act''', and submit this list to the Registrar of Incorporated Societies if requested to do so; and
##''Maintain the registered address of '''SCANZ''', and notify any change to the Registrar of Incorporated Societies, as required by '''the Act'''.''
##maintain the registered address of '''SCANZ''', and notify any change to the Registrar of Incorporated Societies, as required by '''the Act'''.
##''Report to the '''committee''' and its '''affiliates''' according to guidelines that may be set by the '''committee''' from time to time.''
##report to the '''committee''' and its '''affiliates''' according to guidelines that may be set by the '''committee''' from time to time.


====''SCANZ treasurer''====
====SCANZ treasurer====
#''The '''SCANZ treasurer''' must:''
#The '''SCANZ treasurer''' must:
##''keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of '''SCANZ'''; and''
##keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of '''SCANZ'''; and
##''compile an end of year account to be presented at the '''annual general meeting'''; and''
##compile an end of year account to be presented at the '''annual general meeting'''; and
##''report to the '''committee''' and its '''affiliates''' according to guidelines that may be set by the '''committee''' from time to time.''
##report to the '''committee''' and its '''affiliates''' according to guidelines that may be set by the '''committee''' from time to time.
#''The '''SCANZ treasurer''' may not be the '''reeve''' of any '''branch'''.''
#The '''SCANZ treasurer''' may not be the '''reeve''' of any '''branch'''.


====''SCANZ website administrator''====
====SCANZ website administrator====
#''The '''SCANZ website administrator''' must:''
#The '''SCANZ website administrator''' must:
##''maintain the website of '''SCANZ''' (e.g. sca.org.nz), including publishing and updating such material as agendas, minutes, policies as the '''committee''' may from time to time require; and''
##maintain the website of '''SCANZ''' (e.g. sca.org.nz), including publishing and updating such material as agendas, minutes, policies as the '''committee''' may from time to time require; and
##''perform other duties of a related nature, as may be negotiated with the '''committee''' from time to time.''
##perform other duties of a related nature, as may be negotiated with the '''committee''' from time to time.
#''Should the '''committee''' choose not to appoint a '''SCANZ website administrator''', they must perform these duties themselves.''
#Should the '''committee''' choose not to appoint a '''SCANZ website administrator''', they must perform these duties themselves.


====''SCANZ diversity, equity and inclusion officer''====
====SCANZ diversity, equity and inclusion officer====
#''The '''SCANZ diversity, equity and inclusion officer''' must:''
#The '''SCANZ diversity, equity and inclusion officer''' must:
##''provide advice to the '''committee''' concerning diversity, equity and inclusion for '''SCANZ's''' policies and procedures for corporate and recreational activities.''
##provide advice to the '''committee''' concerning diversity, equity and inclusion for '''SCANZ's''' policies and procedures for corporate and recreational activities.
##''provide advice and support to '''branches''' to improve diversity, equity and inclusion in their activities.''
##provide advice and support to '''branches''' to improve diversity, equity and inclusion in their activities.
##''report to the '''committee''' and its '''affiliates''' according to guidelines that may be set by the '''committee''' from time to time.''
##report to the '''committee''' and its '''affiliates''' according to guidelines that may be set by the '''committee''' from time to time.
##''perform other duties of a related nature, as may be negotiated with the '''committee''' from time to time.''
##perform other duties of a related nature, as may be negotiated with the '''committee''' from time to time.
#''Should the '''committee''' choose not to appoint a '''SCANZ diversity, equity and inclusion officer''', they must perform these duties themselves.''
#Should the '''committee''' choose not to appoint a '''SCANZ diversity, equity and inclusion officer''', they must perform these duties themselves.


===''Other officers''===
===Other officers===
====''Kingdom officers''====
====Kingdom officers====
''The following kingdom-level roles are '''officers''' of '''SCANZ:'''''
The following kingdom-level roles are '''officers''' of '''SCANZ:'''
=====''Kingdom Seneschal''=====
=====Kingdom Seneschal=====
#''The Kingdom Seneschal is responsible for coordinating the administration of Lochac's recreational activities on behalf of '''SCANZ''' and '''SCA Ltd'''. This includes:''
#The Kingdom Seneschal is responsible for coordinating the administration of Lochac's recreational activities on behalf of '''SCANZ''' and '''SCA Ltd'''. This includes:
##''Appointing:''
##Appointing:
###'''''seneschals''' of New Zealand '''branches''' who are also '''officers''' of '''SCANZ'''''.
###'''seneschals''' of New Zealand '''branches''', who are also '''officers''' of '''SCANZ'''.
###''the Kingdom Seneschal's deputies''
###the Kingdom Seneschal's deputies.
##''They also administer the selection processes of other kingdom-level appointments even if they aren't the final decision-maker.''
##They also administer the selection processes of other kingdom-level appointments even if they aren't the final decision-maker.
##''Managing the activities of:''
##Managing the activities of:
###'''''branch seneschals'''''
###'''branch seneschals'''
###''the Kingdom Seneschal's deputies''
###the Kingdom Seneschal's deputies
##''Reviewing sanctions that have not yet been escalated to '''SCANZ's''' dispute resolution process.''
##Reviewing sanctions that have not yet been escalated to '''SCANZ's''' dispute resolution process.
#''The Kingdom Seneschal approves spending of '''SCANZ''' funds allocated for kingdom-level purchases as part of the Council of the Purse.
#The Kingdom Seneschal approves spending of '''SCANZ''' funds allocated for kingdom-level purchases as part of the Council of the Purse.


=====''Chancellor of the Exchequer''=====
=====Chancellor of the Exchequer=====
#''The Chancellor of the Exchequer and their deputy are responsible for coordinating the financial administration of funds that are allocated to the '''Kingdom of Lochac''' and '''branches'''. This involves:''
#The Chancellor of the Exchequer and their deputy are responsible for coordinating the financial administration of funds that are allocated to the '''Kingdom of Lochac''' and '''branches'''. This involves:
##''Appointing '''reeves''' of New Zealand '''branches''', who are also officers of '''SCANZ'''''
##Appointing '''reeves''' of New Zealand '''branches''', who are also '''officers''' of '''SCANZ'''
##''Managing the activities of '''branch reeves'''''
##Managing the activities of '''branch reeves'''
#''The Chancellor of the Exchequer and their deputy approve spending of '''SCANZ''' funds allocated to kingdom-level purchases as part of the Council of the Purse, in accordance with applicable financial policy.''
#The Chancellor of the Exchequer and their deputy approve spending of '''SCANZ''' funds allocated to kingdom-level purchases as part of the Council of the Purse, in accordance with applicable financial policy.
#''They report to the '''SCANZ Treasurer''' as well as following any requirements of '''SCA Ltd'''.''
#They report to the '''SCANZ Treasurer''' as well as following any requirements of '''SCA Ltd'''.


=====''The Crown''=====
=====The Crown=====
#''The '''Crown''' are the titular heads of the recreational entity of the '''Kingdom of Lochac'''.
#The '''Crown''' are the titular heads of the recreational entity of the '''Kingdom of Lochac'''.
#''Their duties are to:''
#Their duties are to:
##''inspire the membership to engage in the purposes of the '''SCA''' and be an example of good behaviour and conduct.''
##inspire the membership to engage in the purposes of the '''SCA''' and be an example of good behaviour and conduct.
##''provide recognition and awards to '''members'''.''
##provide recognition and awards to '''members'''.
##''appoint:''
##appoint:
###'''''Barons''' and/or '''Baronesses''' of '''baronies'''''
###'''Barons''' and/or '''Baronesses''' of '''baronies'''
###''other kingdom-level roles within the structure of the '''Kingdom of Lochac''' that are not '''officers''' of '''SCANZ'''''
###other kingdom-level roles within the structure of the '''Kingdom of Lochac''' that are not '''officers''' of '''SCANZ'''
#''The '''Crown''' approves spending of '''SCANZ''' funds allocated to kingdom-level purchases as part of the Council of the Purse, in accordance with applicable financial policy.''
#The '''Crown''' approves spending of '''SCANZ''' funds allocated to kingdom-level purchases as part of the Council of the Purse, in accordance with applicable financial policy.


====''Branch officers''====
====Branch officers====
''The following '''branch'''-level roles {{Edit}}in New Zealand{{/Edit}} are officers of '''SCANZ''':''
The following '''branch'''-level roles in New Zealand are '''officers''' of '''SCANZ''':
=====''Seneschal''=====
=====Seneschal=====
#''The '''seneschal''' manages the administration of their '''branch'''.''
#The '''seneschal''' manages the administration of their '''branch'''.
#''They are delegated the authority to enter into agreements and commit '''SCANZ''' funds that are allocated to their '''branch''', in accordance with applicable financial policy.''
#They are delegated the authority to enter into agreements and commit '''SCANZ''' funds that are allocated to their '''branch''', in accordance with applicable financial policy.
#''They are an account signatory for the '''SCANZ''' sub-account that holds their '''branch's''' allocated funds.
#They can approve transactions for the '''SCANZ''' sub-account that holds their '''branch's''' allocated funds.


=====''Reeve''=====
=====Reeve=====
#''The '''reeve''' administers the finances allocated to their '''branch''',  in accordance with applicable financial policy.''
#The '''reeve''' administers the finances allocated to their '''branch''',  in accordance with applicable financial policy.
#''They are an account signatory for the '''SCANZ''' sub-account that holds their '''branch's''' allocated funds.''
#They can approve transactions for the '''SCANZ''' sub-account that holds their '''branch's''' allocated funds.


=====''Baron and/or Baroness''=====
=====Baron and/or Baroness=====
#''The '''Baron and/or Baroness''' are the titular heads of a '''barony'''.
#The '''Baron and/or Baroness''' are the titular heads of a '''barony'''.
#''Their duties are to:''
#Their duties are to:
##''inspire the membership to engage in the purposes of the '''SCA''' and be an example of good behaviour and conduct.''
##inspire the membership to engage in the purposes of the '''SCA''' and be an example of good behaviour and conduct.
##''provide recognition and awards to '''members'''.''
##provide recognition and awards to '''members'''.
##''provide pastoral care to '''members''' of their barony.
##provide pastoral care to '''members''' of their barony.
##''perform actions delegated to them by the '''Crown'''.
##perform actions delegated to them by the '''Crown'''.


=====''Account signatories''=====
==Election or appointment of officers==
#''There must be at least 3 account signatories from the branch for a ''branch's'' sub-account.''
===Committee members===
##''One must be the '''branch seneschal''' and one must be the '''branch reeve''' unless they reside at the same address, or are immediate family, in which case another person from the branch must be appointed.''
====Restrictions on committee members====
##''One other eligible person from the '''branch''' must be appointed who does not reside at the same address or be immediate family of the other signatories.''
#All '''committee''' members must be:
##'''subscribing members''' of '''SCANZ''' throughout their term of office
##eligible to hold an '''office'''
##least 18 years of age
##resident in New Zealand for at least 1 year prior to the start of their term.
#'''Committee''' members must not be:
##'''Seneschal''' of any sized '''branch'''
##'''Reeve''' of any branch of size '''barony''' or above
##any '''Great officer''' of any '''kingdom'''
##'''Baron or Baroness''' of any '''barony'''
##'''Prince or Princess''' of any '''principality'''
##'''King''' or '''Queen''' of any '''kingdom'''.
#No previous '''committee''' member can be eligible for election to the '''committee''' until 12 months has passed since the final meeting of their previous term.


==Election or appointment of officers (mandatory section)==
====Election of committee members====
{| class="wikitable" style="margin-left: 10px;"
#New '''committee''' members are elected from a list of nominated candidates.
|{{Comment}}We can probably ignore the text here, as our own processes are well specified{{/Comment}}
#Only current '''subscribing members''' of '''SCANZ''' are eligible for selection.
The Act requires each society’s constitution to provide for the election and appointment of its officers.
#When a new '''committee''' member is required, there must be a period of no fewer than 2 weeks during which nominations are called for from the membership.
<P>Because different approaches may suit different societies, we have provided 3 options to choose from.
#Selection of a new '''committee''' member from the list of nominees must be made by a vote at the '''annual general meeting''', or at a '''special general meeting''', convened for the purpose of conducting the vote. The nominated '''member''' receiving the most votes at the meeting will be appointed to the '''committee'''.
<P>'''Option 1'''
#If there is only one eligible '''member''' on the list of nominees, no vote need be held, and the nominee will be appointed.
<P>The election of '''officers''' shall be conducted as follows.
#The newest member on the committee will serve as '''secretary''', and move to '''chair''', and then '''vice-chair''' as new committee members are elected.
#'''Officers''' shall be elected during '''Annual General Meetings'''. However, if a vacancy in the position of any '''Officer''' occurs between '''Annual General Meetings''', that vacancy shall be filled by resolution of the '''Committee''' (and any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as a '''Officer''' (as described in the ‘Qualification of Officers’ rule above). Any such appointment must be ratified at the next '''Annual General Meeting'''.
#In the event that two new members join the '''committee''' simultaneously, the roles of '''secretary''' and '''vice-chair''' will be assigned as the '''committee''' sees fit. The role of chair must be assumed by the remaining experienced '''committee member''', regardless of which role they would have been otherwise due to assume.
#A candidate’s written nomination, accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as a '''Officer''' (as described in the ‘Qualification of Officers’ rule above) shall be received by the '''Society''' at least {{Edit}}XXX{{/Edit}} '''Working Days''' before the date of the '''Annual General Meeting'''. If there are insufficient valid nominations received, further nominations may be received from the floor at the '''Annual General Meeting'''.
#In the event that all three '''committee members''' are new, the roles will be assigned as the '''committee''' sees fit.
#Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming '''Committee''' (excluding those in respect of whom the votes are tied).
#Two '''Members''' (who are not nominees) or non-'''Members''' appointed by the '''Chairperson''' shall act as scrutineers for the counting of the votes and destruction of any voting papers.
#The failure for any reason of any financial '''Member''' to receive such '''Notice''' of the general meeting shall not invalidate the election.
#In addition to '''Officers''' elected under the foregoing provisions of this rule, the '''Committee''' may appoint other '''Officers''' for a specific purpose, or for a limited period, or generally until the next '''Annual General Meeting'''. Unless otherwise specified by the '''Committee''' any person so appointed shall have full speaking and voting rights as an '''Officer''' of the '''Society'''.
#Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an '''Officer''' (as described in the ‘Qualification of Officers’ rule above).
<P>'''Option 2'''
<P>The election of '''Officers''' shall be conducted as follows.
#At least 7 '''Working Days''' before the date of the '''Annual General Meeting''', the '''Society''' shall give '''Notice''' to all '''Members''' by posting or emailing to them such information (not exceeding one side of an A4 sheet of paper) as may be supplied to the '''Society''' by or on behalf of each nominee, in support of the nomination.
#Only nominees who are not disqualified from being appointed or holding office as an '''Officer''' (as described in the ‘Qualification of Officers’ rule above) may stand for election and vote in elections.
#If there are insufficient valid nominations received under this rule, but not otherwise, further nominations may be received from the floor at the '''Annual General Meeting.'''
#Votes shall be cast in such a manner as the '''Chairperson''' of the '''Annual General Meeting''' shall determine.
#Two '''Members''' (who are not nominees) or non-'''Members''' appointed by the '''Chairperson''' of the '''Annual General Meeting''' shall act as scrutineers for the counting of the votes and destruction of any voting papers.
#The failure for any reason of any financial Member to receive such '''Notice''' shall not invalidate the election.
#In the event of any vote being tied the tie shall be resolved by the incoming '''Committee''' (excluding those in respect of whom the votes are tied).
#In addition to '''Officers''' elected under the foregoing provisions of this rule, the '''Committee''' may appoint other '''Officers''' for a specific purpose, or for a limited period, or generally until the next '''Annual General Meeting'''. Unless otherwise specified by the '''Committee''' any person so appointed shall have full speaking and voting rights as an '''Officer''' of the '''Society'''. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above)
<P>'''Option 3'''
<P>'''Officers''' shall be elected by remote ballot in accordance with the procedures for giving Notice:
#At least 3 months prior to the proposed Election Date, the '''Committee''' shall:
##Set the Election Date for elections to the '''Committee''', and
##Appoint a Returning Officer for those elections to the '''Committee.'''
#Within 5 '''Working Days''' of determining the Election Date the '''Society''' shall give '''Notice''' to all financial '''Members''' calling for nominations for '''Committee '''positions requiring to be filled, and such '''Notice''' shall include a nomination form and shall specify the date such nominations must be in the hands of the Returning Officer appointed under sub-paragraph (a)(ii) above, such date being not less than 35 '''Working Days''' prior to the Election Date.
#A candidate’s written nomination shall be accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as an '''Officer''' (as described in the ‘Qualification of Officers’ rule above) and may be accompanied by a signed biography not exceeding one A4 page.
#At least 25 '''Working Days''' prior to the Election Date the '''Secretary''' shall give '''Notice''' to all financial '''Members''' of the nominations received for '''Committee''' positions and, in the event that there are a greater number than required for specific positions, forwarding a voting paper accompanied by the biographies of the candidates for election. Such voting paper shall specify the latest date (not less than 3 '''Working Days''' prior to the Election Date) it must be in the hands of the Returning Officer appointed by the '''Committee''' to be counted as a valid vote.
#In the event of a ballot being required under sub-paragraph (d) above the candidate/s polling the highest number of votes of financial '''Members''' shall be declared elected by the '''Society''' or the Returning Officer.
#The failure for any reason of any financial '''Member''' to receive such '''Notice''' shall not invalidate the election.
#In the event of any vote being tied the tie shall be resolved by the incoming '''Committee''' (excluding those in respect of whom the votes are tied).
#In addition to '''Officers''' elected under the foregoing provisions of this rule, the '''Committee''' may appoint other '''Officers''' for a specific purpose, or for a limited period, or generally until the next '''Annual General Meeting'''. Unless otherwise specified by the '''Committee''' any person so appointed shall have full speaking and voting rights as an '''Officer''' of the '''Society'''. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an '''Officer''' (as described in the ‘Qualification of Officers’ rule above).
|}


===''Committee members''===
===Appointment of corporate officers===
#A '''SCANZ registrar''' and a '''SCANZ treasurer''' must be appointed as '''corporate officers''' of '''SCANZ''' by a majority vote of the '''committee'''.
#'''Committee''' members may not hold the '''office''' of '''SCANZ treasurer''' or '''SCANZ registrar'''.
#A '''SCANZ website administrator''' and '''SCANZ diversity, equity and inclusion officer''' may be appointed as '''corporate officers''' of '''SCANZ''' by the same process, or the roles may be carried out personally by the '''committee'''.
#All '''corporate officers''' must be:
##'''subscribing members''' of '''SCANZ''' throughout their term of office
##eligible to hold an office
##at least 18 years of age
##resident in New Zealand for at least 1 year prior to the start of their term.


====''Restrictions on committee members''====
===Appointment of other officers of SCANZ===
#''All '''committee''' members must be:''
#All '''officers''' of''' SCANZ''' must :
##'''''subscribing members''' of '''SCANZ''' throughout their term of office''
##be '''subscribing members''' of '''SCANZ''' or '''SCA Ltd''' throughout their term of '''office'''
##''eligible to hold an '''office'''''
##consent to being an '''officer''' of '''SCANZ'''
##''least 18 years of age''
##be eligible to hold an '''office''' and certify that they are not disqualified
##''resident in New Zealand for at least 1 year prior to the start of their term.''
##at least 18 years of age
#'''''Committee''' members must not be:''
##resident in New Zealand or Australia for at least 1 year prior to the start of their term.
##'''''Seneschal''' of any sized '''branch'''''
#The following '''officers''' of '''SCANZ''' are appointed by joint agreement between the '''committee''' and Board of '''SCA Ltd'''. Disagreement will be managed according to the procedures laid out in the '''operating agreement'''.
##'''''Reeve''' of any branch of size '''barony''' or above''
##Kingdom Seneschal
##''any '''Greater officer''' of any '''kingdom'''''
###The '''Kingdom Seneschal''' is appointed as an '''officer''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''. The Board of '''SCA Ltd''' must also approve the appointment.
##'''''Baron or Baroness''' of any '''barony'''''
###The Kingdom Seneschal is ineligible to be on the '''committee''' or become '''Crown''' during their term as '''Kingdom Seneschal'''.
##'''''Prince or Princess''' of any '''principality'''''
##Chancellor of the Exchequer and their deputy
##'''''King''' or '''Queen''' of any '''kingdom'''.''
###The '''Chancellor of the Exchequer''' is appointed as an '''officer''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''. The Board of '''SCA Ltd''' must also approve the appointment.
#''No previous '''committee''' member can be eligible for election to the '''committee''' until 12 months has passed since the final meeting of their previous term.''
###If the Chancellor of the Exchequer is not a '''subscribing member''' of '''SCANZ''' or not resident in New Zealand, a Deputy Chancellor of the Exchequer for New Zealand must be appointed.
###If the Chancellor of the Exchequer is a '''subscribing member''' of '''SCANZ''' and resident in New Zealand, a Deputy Chancellor of the Exchequer for Australia must be appointed.
###In either case, the Deputy Chancellor of the Exchequer is appointed as an '''officer''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''. The Board of '''SCA Ltd''' must also approve the appointment.
###The Deputy Chancellor of the Exchequer for New Zealand may be the '''SCANZ treasurer'''.
##The Crown
###In addition to the requirements for '''officers''', all potential candidates for the role must:
####be acceptable to the '''committee'''
####be acceptable to the current '''Crown'''
####be able to obtain passports and other necessary travel documents to travel freely to all countries administered as part of the '''Kingdom of Lochac'''.
####not be the current '''Crown'''.
###The '''Crown''' is appointed by the '''committee''', following an approved selection process. The Board of '''SCA Ltd''' must also approve the appointment.
###The '''Crown''' is ineligible to be any other '''officer''' of '''SCANZ''' during their term as '''Crown'''.
#Eligibility for '''officers''' of '''SCANZ''' for  New Zealand '''branches''' is limited to '''subscribing members''' of '''SCANZ''' who have been resident in New Zealand for at least 1 year prior to the start of their term.
#The appointment of '''officers''' of  '''SCANZ''' for '''branches''' has been delegated by the '''committee'''.
##A '''branch seneschal''' is appointed by the Kingdom Seneschal, in consultation with the outgoing '''branch seneschal'''.
##A '''branch reeve''' is appointed by the Chancellor of the Exchequer, in consultation with the outgoing '''branch reeve''' and '''branch seneschal'''.
##'''Baron and/or baroness''' are appointed by the '''Crown''', in consultation with the outgoing '''baron and baroness''' and local '''members'''.


====''Election of committee members''====
==Term==
#''New '''committee''' members are elected from a list of nominated candidates.''
===Committee officers===
#''Only current '''subscribing members''' of '''SCANZ''' are eligible for selection.''
#The normal term of office for all '''officers''' elected to the '''committee''' will be 3 year(s), expiring no later than 60 days after the end of the '''annual general meeting''' in the year corresponding with the last year of each '''officer's''' term of office. The exact date must be specified in the motion to select their replacement. The start of the term of the replacement '''committee''' member will be the same date.
#''When a new '''committee''' member is required, there must be a period of no fewer than 2 weeks during which nominations are called for from the membership.''
#In the event that a '''committee''' member is elected at a '''special general meeting''' less than six months before an '''annual general meeting''', they may choose to serve until a date no later than 60 days after the fourth '''annual general meeting''' following their appointment.  
#''Selection of a new '''committee''' member from the list of nominees must be made by a vote at the '''annual general meeting''', or at a '''special general meeting''', convened for the purpose of conducting the vote. The nominated '''member''' receiving the most votes at the meeting will be appointed to the '''committee'''.''
#In the event of no acceptable nominee being available to replace an outgoing member, and if the outgoing '''officer''' is willing to continue serving, the term may be extended for a period not to exceed 6 months by a unanimous vote of the remaining '''committee''' members.
#''If there is only one eligible '''member''' on the list of nominees, no vote need be held, and the nominee will be appointed.''
#'''Committee''' '''officers''' cannot serve consecutive terms.
#''The newest member on the committee will serve as '''secretary''', and move to '''chair''', and then '''vice-chair''' as new committee members are elected.''
#''In the event that two new members join the '''committee''' simultaneously, the roles of '''secretary''' and '''vice-chair''' will be assigned as the '''committee''' sees fit. The role of chair must be assumed by the remaining experienced '''committee member''', regardless of which role they would have been otherwise due to assume.''
#''In the event that all three '''committee members''' are new, the roles will be assigned as the '''committee''' sees fit.''


===''Appointment of corporate officers''===
===Corporate officers===
#''A '''SCANZ registrar''' and a '''SCANZ treasurer''' must be appointed as '''corporate officers''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''.'' {{Comment}} For a committee of three people, "2/3" is redundant; "majority" is sufficient </pedant> (SC) {{/Comment}}
#'''Corporate officers''' will be appointed for a term of 2 years, and may be reappointed for a subsequent term, or a new '''officer''' appointed, at the discretion of the '''committee.'''
#'''''Committee''' members may not hold the '''office''' of '''SCANZ treasurer''' or '''SCANZ registrar'''.''
#''A '''SCANZ website administrator''' and '''SCANZ diversity, equity and inclusion officer''' may be appointed as '''corporate officers''' of '''SCANZ''' by the same process, or the roles may be carried out personally by the '''committee'''.''
#''All '''corporate officers''' must be:''
##'''''subscribing members''' of '''SCANZ''' throughout their term of office''
##''eligible to hold an office''
##''at least 18 years of age''
##''resident in New Zealand for at least 1 year prior to the start of their term.''


===''Appointment of other officers of SCANZ''===
===Other officers of SCANZ===
#''All '''officers''' of''' SCANZ''' must :''
====The Crown====
##''be '''subscribing members''' of '''SCANZ''' or '''SCA Ltd''' throughout their term of '''office'''''
#The normal term of office for the '''Crown''' is approximately 6 months, beginning at the coronation event after the crown tournament and ending at the coronation of their successors.
##''consent to being an '''officer''' of '''SCANZ'''
#If one of the '''Crown''' becomes unable or unwilling to complete their term, the other may continue in the role alone and retain all of the role's authorities.
##''be eligible to hold an '''office''' and certify that they are not disqualified''
#If the current '''Crown''' become unable or unwilling to complete their term, other eligible candidates from the selection process will be appointed to the role for the duration of the term, with limited authorities.
##''at least 18 years of age''
#The '''Crown''' may not be appointed for consecutive terms.
##''resident in New Zealand or Australia for at least 1 year prior to the start of their term.''
#''The following '''officers''' of '''SCANZ''' are appointed by joint agreement between the '''committee''' and Board of '''SCA Ltd'''. Disagreement will be managed according to the procedures laid out in the '''operating agreement'''.''
##''Kingdom Seneschal''
###''The '''Kingdom Seneschal''' is appointed as an '''officer''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''. The Board of '''SCA Ltd''' must also approve the appointment.
###''The Kingdom Seneschal is ineligible to be on the '''committee''' or become '''Crown''' during their term as Kingdom Seneschal.''
##''Chancellor of the Exchequer and their deputy''
###''The '''Chancellor of the Exchequer''' is appointed as an '''officer''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''. The Board of '''SCA Ltd''' must also approve the appointment.''
###''If the Chancellor of the Exchequer is not a '''subscribing member''' of '''SCANZ''' or not resident in New Zealand, a Deputy Chancellor of the Exchequer for New Zealand must be appointed.''
###''If the Chancellor of the Exchequer is a '''subscribing member''' of '''SCANZ''' and resident in New Zealand, a Deputy Chancellor of the Exchequer for Australia must be appointed.'' {{Comment}}Since a deputy exchequer (NZ or Aus) will vote on the Council of the Purse to expend SCANZ funds allocated to the kingdom, then they are a SCANZ officer. (KM/SC){{/Comment}} 
###''In either case, the Deputy Chancellor of the Exchequer is appointed as an '''officer''' of '''SCANZ''' by 2/3 majority vote of the '''committee'''. The Board of '''SCA Ltd''' must also approve the appointment.''
###''The Deputy Chancellor of the Exchequer for New Zealand may be the '''SCANZ treasurer'''.''
##''The Crown''
##:{{Comment}}Noting that since the Crown sit on the council of the purse, they are also officers, and their appointment process will need to be included here. (KM){{/Comment}}
###''In addition to the requirements for '''officers''', all potential candidates for the role must:''
####''be acceptable to the '''committee'''''
####''be acceptable to the current '''Crown'''''
####''be able to obtain passports and other necessary travel documents to travel freely to all countries administered as part of the '''Kingdom of Lochac'''.''
####''not be the current '''Crown'''.''
###''The ''Crown'' is appointed by the '''committee''', {{Edit}}following an approved selection process{{/Edit}}. The Board of '''SCA Ltd''' must also approve the appointment.'' {{Comment}}This is carrying a lot. In the absence of SCANZ policy, it'll fall to the process in Corpora (heavy combat tournament).{{/Comment}}
###''The '''Crown''' is ineligible to be any other '''officer''' of '''SCANZ''' during their term as '''crown'''.
#''Eligibility for '''officers''' of '''SCANZ''' for  New Zealand '''branches''' is limited to '''subscribing members''' of '''SCANZ''' who have been resident in New Zealand for at least 1 year prior to the start of their term.''
#''The appointment of '''officers''' of  '''SCANZ''' for '''branches''' has been delegated by the '''committee'''.''
##''A '''branch seneschal''' is appointed by the Kingdom Seneschal, in consultation with the outgoing '''branch seneschal'''.''
##''A '''branch reeve''' is appointed by the Chancellor of the Exchequer, in consultation with the outgoing '''branch reeve''' and '''branch seneschal'''.''
##'''''Baron and/or baroness''' are appointed by the '''Crown''', in consultation with the outgoing '''baron and baroness''' and local '''members'''.''
##'''''Account signatories''' are appointed by the '''SCANZ treasurer''', in consultation with the '''branch seneschal''' and '''branch reeve'''.''


==Term (mandatory section)==
=====Baron and/or Baroness=====
{| class="wikitable" style="margin-left: 10px;"
#The '''Baron and/or Baroness''' may hold their office for as long as they see fit, with the agreement of the '''Crown'''.
|Under the Act each society’s constitution must contain the terms of office of officers. We recommend a term of no less than 1 year and no more than 5.
<P>Note that the last 2 points are optional. Your society should consider whether including either or both would be appropriate.
#The term of office for all '''officers''' elected to the '''committee''' shall be {{Edit}}XXX{{/Edit}} year(s), expiring at the end of the '''annual general meeting'' in the year corresponding with the last year of each '''officer's''' term of office.
#No '''officer''' shall serve for more than {{Edit}}XXX{{/Edit}} consecutive terms.
#No '''chairperson''' shall serve for more than {{Edit}}XXX{{/Edit}} consecutive years as '''chairperson'''.
|}
===''Committee officers''===
#''The normal term of office for all '''officers''' elected to the '''committee''' will be 3 year(s), expiring no later than 60 days after the end of the '''annual general meeting''' in the year corresponding with the last year of each '''officer's''' term of office. The exact date must be specified in the motion to select their replacement. The start of the term of the replacement '''committee''' member will be the same date.
#''In the event that a '''committee''' member is elected at a '''special general meeting''' less than six months before an '''annual general meeting''', they may choose to serve until a date no later than 60 days after the fourth '''annual general meeting''' following their appointment. ''
#''In the event of no acceptable nominee being available to replace an outgoing member, and if the outgoing '''officer''' is willing to continue serving, the term may be extended for a period not to exceed 6 months by a unanimous vote of the remaining '''committee''' members.''
#'''''Committee''' '''officers''''' cannot serve consecutive terms.


===''Corporate officers''===
=====Other officers=====
#'''''Corporate officers''' will be appointed for a term of 2 years, and may be reappointed for a subsequent term, or a new '''officer''' appointed, at the discretion of the '''committee.'''''
#The term of office for all other '''officers''' of '''SCANZ''' will be 2 years.
#They may be reappointed for a subsequent term.
#No '''officer''' will be appointed for more than 2 consecutive terms.


===''Other officers of SCANZ''===
==Removal of officers ==
====''The Crown''====
#A '''committee''' member or other '''officer''' can be removed as an '''officer''' by resolution of the '''committee''' or the membership of '''SCANZ''' where in the opinion of the '''committee''' or the membership of '''SCANZ''':  
#''The normal term of office for the '''Crown''' is approximately 6 months, beginning at the coronation event after the crown tournament and ending at the coronation of their successors.''
##The '''officer''' elected to the '''committee''' has been absent from 3 consecutive '''committee meetings''' without leave of absence from the '''committee'''.
#''If one of the '''Crown''' becomes unable or unwilling to complete their term, the other may continue in the role alone and retain all of the role's authorities.
##The '''committee''' member or '''officer''' has brought '''SCANZ''' into disrepute.
#''If the current '''Crown''' become unable or unwilling to complete their term, other eligible candidates from the selection process will be appointed to the role for the duration of the term, with limited authorities.
#''The '''Crown''' may not be appointed for consecutive terms.''
=====''Baron and/or Baroness''=====
#''The '''Baron and/or Baroness''' may hold their office for as long as they see fit, with the agreement of the '''Crown'''. {{Comment}}Their potential for long-term influence of their branch is one of the things that points to them being officers.{{/Comment}}
 
=====''Other officers''=====
#''The term of office for all other '''officers''' of '''SCANZ''' will be 2 years.''
#''They may be reappointed for a subsequent term.''
#''No '''officer''' will be appointed for more than 2 consecutive terms.''
 
==Removal of officers (mandatory section)==
:{| class="wikitable" style="margin-left: 10px;"
|Under the Act each society’s constitution must contain any grounds for removal of an officer.
|}
#A '''committee''' member or other '''officer''' can be removed as an '''officer''' by resolution of the '''committee''' or ''the membership of '''SCANZ''''' where in the opinion of the '''committee''' or ''the membership of '''SCANZ''''':  
##The '''officer''' elected to the '''committee''' has been absent from ''3 consecutive'' '''committee meetings''' without leave of absence from the '''committee'''.
##The '''committee''' member or '''officer''' has brought '''''SCANZ''''' into disrepute.
##The '''committee''' member or '''officer''' has failed to disclose a conflict of interest.
##The '''committee''' member or '''officer''' has failed to disclose a conflict of interest.
##The '''committee''' passes a vote of no confidence in the '''committee''' member or '''officer'''.
##The '''committee''' passes a vote of no confidence in the '''committee''' member or '''officer'''.
#:with effect from (as applicable) the date specified in a resolution of the '''committee''' or ''the membership of '''SCANZ'''''.
#:with effect from (as applicable) the date specified in a resolution of the '''committee''' or the membership of '''SCANZ'''.
#''Impeachment of a '''committee''' member will only be considered once a dispute resolution process under this '''constitution''' has been completed.''
#Impeachment of a '''committee''' member will only be considered once a dispute resolution process under this '''constitution''' has been completed.
##''A '''committee''' member can be impeached by a letter signed by 3 of the '''corporate officers''' and/or '''committee''' members, or 25% of the current '''subscribing membership'''.''
##A '''committee''' member can be impeached by a letter signed by 3 of the '''corporate officers''' and/or '''committee''' members, or 25% of the current '''subscribing membership'''.
##''The removal of a '''committee''' member must be enacted by the '''committee''' at its next regular meeting after the impeachment is filed, or at a special meeting called for the purpose.''
##The removal of a '''committee''' member must be enacted by the '''committee''' at its next regular meeting after the impeachment is filed, or at a special meeting called for the purpose.
##''An impeached member may not vote at this meeting.''
##An impeached member may not vote at this meeting.
#''The removal of '''officers''' appointed jointly by the '''committee''' and Board of '''SCA Ltd''' should be managed by agreement. Disagreement will be managed through the process laid out in the '''operating agreement'''.''
#The removal of '''officers''' appointed jointly by the '''committee''' and Board of '''SCA Ltd''' should be managed by agreement. Disagreement will be managed through the process laid out in the '''operating agreement'''.


==Ceasing to hold office (recommended section)==
==Ceasing to hold office==
{| class="wikitable" style="margin-left: 10px;"
|This is a rule commonly found in society constitutions.
<P>The second paragraph specifically requires former officers to return society property to the society.
|}
#An '''officer''' ceases to hold office if:
#An '''officer''' ceases to hold office if:
## they resign (by notice in writing to the '''committee'''),  
## they resign (by notice in writing to the '''committee'''),  
Line 321: Line 245:
##die,
##die,
##or otherwise vacate office in accordance with section 50(1) of the '''Act'''.
##or otherwise vacate office in accordance with section 50(1) of the '''Act'''.
#''A '''committee''' member wishing to resign before the expiry of their term should give the committee as much notice as possible, in writing, so that the process of electing a replacement '''committee''' member can begin in a timely manner.
#A '''committee''' member wishing to resign before the expiry of their term should give the committee as much notice as possible, in writing, so that the process of electing a replacement '''committee''' member can begin in a timely manner.
#Each '''officer''' must within ''20'' '''working days''' of submitting a resignation or ceasing to hold office, deliver to the '''committee''' (or their successor) all books, papers and other property of '''''SCANZ''''' held by such former '''officer'''.
#Each '''officer''' must within 20 '''working days''' of submitting a resignation or ceasing to hold office, deliver to the '''committee''' (or their successor) all books, papers and other property of '''SCANZ''' held by such former '''officer'''.


==Conflicts of interest (mandatory section)==
==Conflicts of interest==
{| class="wikitable" style="margin-left: 10px;"
#An '''officer''' or member of a sub-committee who is an '''interested member''' in respect of any '''matter''' being considered by '''SCANZ''', must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) -
|The Act imposes a duty on officers to disclose any interest in a matter affecting or relating to the society.
<P>Including members of a sub-committee reflects current best practice.
|}
#An '''officer''' or member of a sub-committee who is an '''interested member''' in respect of any '''matter''' being considered by '''''SCANZ''''', must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) -
##to the '''committee''' and or sub-committee, and
##to the '''committee''' and or sub-committee, and
##in an interests register kept by the '''committee'''.
##in an interests register kept by the '''committee'''.
Line 340: Line 260:
#Where 50 per cent or more of '''officers''' are prevented from voting on a '''matter''' because they are interested in that '''matter''', a '''special general meeting''' must be called to consider and determine the '''matter''', unless all non-interested '''officers''' agree otherwise.
#Where 50 per cent or more of '''officers''' are prevented from voting on a '''matter''' because they are interested in that '''matter''', a '''special general meeting''' must be called to consider and determine the '''matter''', unless all non-interested '''officers''' agree otherwise.
#Where 50 per cent or more of the members of a sub-committee are prevented from voting on a '''matter''' because they are interested in that '''matter''', the '''committee''' must consider and determine the '''matter'''.
#Where 50 per cent or more of the members of a sub-committee are prevented from voting on a '''matter''' because they are interested in that '''matter''', the '''committee''' must consider and determine the '''matter'''.
[[Category:SCANZ|F]]

Latest revision as of 20:24, 15 August 2025

Officers

Qualifications of officers

  1. Every officer must be a natural person who -
    1. has consented in writing to be an officer of SCANZ, and
    2. certifies that they are not disqualified from being elected or appointed or otherwise holding office as an officer of SCANZ.
  2. Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an officer of SCANZ, namely -
    1. a person who is under 16 years of age
    2. a person who is an undischarged bankrupt
    3. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993, or any other similar legislation
    4. A person who is disqualified from being a member of the governing body of a charitable entity under section 16(2) of the Charities Act 2005
    5. a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years—
      1. an offence under subpart 6 of Part 4 of the Act
      2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
      3. an offence under section 143B of the Tax Administration Act 1994
      4. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (1) to (3)
      5. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
    6. a person subject to:
      1. a banning order under subpart 7 of Part 4 of the Act, or
      2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
      3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
      4. a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
    7. a person who is subject to an order that is substantially similar to an order referred to in paragraph (6) under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.
  3. To be a candidate for election or appointment as an officer a person must -
    1. consent in writing to be an officer, and
    2. certify in writing that they are not disqualified from being elected or appointed as an officer either by this constitution or the Act.
  4. Each officer's certificate shall be retained in SCANZ's records.

Officers' duties

All officers

  1. At all times each officer:
    1. must act in good faith and in what they believe to be the best interests of SCANZ,
    2. must exercise all powers for a proper purpose,
    3. must not act, or agree to SCANZ acting, in a manner that contravenes the Act or this constitution,
    4. when exercising powers or performing duties as an officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
      1. the nature of SCANZ,
      2. the nature of the decision, and
      3. the position of the officer and the nature of the responsibilities undertaken by them
    5. must not agree to the activities of SCANZ being carried on in a manner likely to create a substantial risk of serious loss to SCANZ or to SCANZ's creditors, or cause or allow the activities of SCANZ to be carried on in a manner likely to create a substantial risk of serious loss to SCANZ or to SCANZ's creditors, and
    6. must not agree to SCANZ incurring an obligation unless they believe at that time on reasonable grounds that SCANZ will be able to perform the obligation when it is required to do so.

Committee members

  1. The duties of the committee are to direct and supervise the management of the operations and affairs of SCANZ to ensure that the organisation operates for the purposes of the society stated in this constitution.
  2. The chair is responsible for:
    1. calling committee meetings
    2. chairing general meetings and committee meetings,
    3. and providing leadership for SCANZ.
  3. The vice-chair is responsible for:
    1. chairing committee meetings and general meetings in the absence of the chair,
    2. performing the role of the secretary in the absence of the secretary.
  4. The secretary is responsible for:
    1. keeping the minutes of all proceedings of the committee and general meetings
    2. any other duties specified in this constitution.

Corporate officers

SCANZ registrar

  1. The SCANZ registrar must:
    1. receive all subscriptions and applications for membership, process them promptly and supply each new member with a membership card; and
    2. keep a list of all members, containing their name, contact details, and date of membership and any subsequent changes to these, as required by the Act, and submit this list to the Registrar of Incorporated Societies if requested to do so; and
    3. maintain the registered address of SCANZ, and notify any change to the Registrar of Incorporated Societies, as required by the Act.
    4. report to the committee and its affiliates according to guidelines that may be set by the committee from time to time.

SCANZ treasurer

  1. The SCANZ treasurer must:
    1. keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of SCANZ; and
    2. compile an end of year account to be presented at the annual general meeting; and
    3. report to the committee and its affiliates according to guidelines that may be set by the committee from time to time.
  2. The SCANZ treasurer may not be the reeve of any branch.

SCANZ website administrator

  1. The SCANZ website administrator must:
    1. maintain the website of SCANZ (e.g. sca.org.nz), including publishing and updating such material as agendas, minutes, policies as the committee may from time to time require; and
    2. perform other duties of a related nature, as may be negotiated with the committee from time to time.
  2. Should the committee choose not to appoint a SCANZ website administrator, they must perform these duties themselves.

SCANZ diversity, equity and inclusion officer

  1. The SCANZ diversity, equity and inclusion officer must:
    1. provide advice to the committee concerning diversity, equity and inclusion for SCANZ's policies and procedures for corporate and recreational activities.
    2. provide advice and support to branches to improve diversity, equity and inclusion in their activities.
    3. report to the committee and its affiliates according to guidelines that may be set by the committee from time to time.
    4. perform other duties of a related nature, as may be negotiated with the committee from time to time.
  2. Should the committee choose not to appoint a SCANZ diversity, equity and inclusion officer, they must perform these duties themselves.

Other officers

Kingdom officers

The following kingdom-level roles are officers of SCANZ:

Kingdom Seneschal
  1. The Kingdom Seneschal is responsible for coordinating the administration of Lochac's recreational activities on behalf of SCANZ and SCA Ltd. This includes:
    1. Appointing:
      1. seneschals of New Zealand branches, who are also officers of SCANZ.
      2. the Kingdom Seneschal's deputies.
    2. They also administer the selection processes of other kingdom-level appointments even if they aren't the final decision-maker.
    3. Managing the activities of:
      1. branch seneschals
      2. the Kingdom Seneschal's deputies
    4. Reviewing sanctions that have not yet been escalated to SCANZ's dispute resolution process.
  2. The Kingdom Seneschal approves spending of SCANZ funds allocated for kingdom-level purchases as part of the Council of the Purse.
Chancellor of the Exchequer
  1. The Chancellor of the Exchequer and their deputy are responsible for coordinating the financial administration of funds that are allocated to the Kingdom of Lochac and branches. This involves:
    1. Appointing reeves of New Zealand branches, who are also officers of SCANZ
    2. Managing the activities of branch reeves
  2. The Chancellor of the Exchequer and their deputy approve spending of SCANZ funds allocated to kingdom-level purchases as part of the Council of the Purse, in accordance with applicable financial policy.
  3. They report to the SCANZ Treasurer as well as following any requirements of SCA Ltd.
The Crown
  1. The Crown are the titular heads of the recreational entity of the Kingdom of Lochac.
  2. Their duties are to:
    1. inspire the membership to engage in the purposes of the SCA and be an example of good behaviour and conduct.
    2. provide recognition and awards to members.
    3. appoint:
      1. Barons and/or Baronesses of baronies
      2. other kingdom-level roles within the structure of the Kingdom of Lochac that are not officers of SCANZ
  3. The Crown approves spending of SCANZ funds allocated to kingdom-level purchases as part of the Council of the Purse, in accordance with applicable financial policy.

Branch officers

The following branch-level roles in New Zealand are officers of SCANZ:

Seneschal
  1. The seneschal manages the administration of their branch.
  2. They are delegated the authority to enter into agreements and commit SCANZ funds that are allocated to their branch, in accordance with applicable financial policy.
  3. They can approve transactions for the SCANZ sub-account that holds their branch's allocated funds.
Reeve
  1. The reeve administers the finances allocated to their branch, in accordance with applicable financial policy.
  2. They can approve transactions for the SCANZ sub-account that holds their branch's allocated funds.
Baron and/or Baroness
  1. The Baron and/or Baroness are the titular heads of a barony.
  2. Their duties are to:
    1. inspire the membership to engage in the purposes of the SCA and be an example of good behaviour and conduct.
    2. provide recognition and awards to members.
    3. provide pastoral care to members of their barony.
    4. perform actions delegated to them by the Crown.

Election or appointment of officers

Committee members

Restrictions on committee members

  1. All committee members must be:
    1. subscribing members of SCANZ throughout their term of office
    2. eligible to hold an office
    3. least 18 years of age
    4. resident in New Zealand for at least 1 year prior to the start of their term.
  2. Committee members must not be:
    1. Seneschal of any sized branch
    2. Reeve of any branch of size barony or above
    3. any Great officer of any kingdom
    4. Baron or Baroness of any barony
    5. Prince or Princess of any principality
    6. King or Queen of any kingdom.
  3. No previous committee member can be eligible for election to the committee until 12 months has passed since the final meeting of their previous term.

Election of committee members

  1. New committee members are elected from a list of nominated candidates.
  2. Only current subscribing members of SCANZ are eligible for selection.
  3. When a new committee member is required, there must be a period of no fewer than 2 weeks during which nominations are called for from the membership.
  4. Selection of a new committee member from the list of nominees must be made by a vote at the annual general meeting, or at a special general meeting, convened for the purpose of conducting the vote. The nominated member receiving the most votes at the meeting will be appointed to the committee.
  5. If there is only one eligible member on the list of nominees, no vote need be held, and the nominee will be appointed.
  6. The newest member on the committee will serve as secretary, and move to chair, and then vice-chair as new committee members are elected.
  7. In the event that two new members join the committee simultaneously, the roles of secretary and vice-chair will be assigned as the committee sees fit. The role of chair must be assumed by the remaining experienced committee member, regardless of which role they would have been otherwise due to assume.
  8. In the event that all three committee members are new, the roles will be assigned as the committee sees fit.

Appointment of corporate officers

  1. A SCANZ registrar and a SCANZ treasurer must be appointed as corporate officers of SCANZ by a majority vote of the committee.
  2. Committee members may not hold the office of SCANZ treasurer or SCANZ registrar.
  3. A SCANZ website administrator and SCANZ diversity, equity and inclusion officer may be appointed as corporate officers of SCANZ by the same process, or the roles may be carried out personally by the committee.
  4. All corporate officers must be:
    1. subscribing members of SCANZ throughout their term of office
    2. eligible to hold an office
    3. at least 18 years of age
    4. resident in New Zealand for at least 1 year prior to the start of their term.

Appointment of other officers of SCANZ

  1. All officers of SCANZ must :
    1. be subscribing members of SCANZ or SCA Ltd throughout their term of office
    2. consent to being an officer of SCANZ
    3. be eligible to hold an office and certify that they are not disqualified
    4. at least 18 years of age
    5. resident in New Zealand or Australia for at least 1 year prior to the start of their term.
  2. The following officers of SCANZ are appointed by joint agreement between the committee and Board of SCA Ltd. Disagreement will be managed according to the procedures laid out in the operating agreement.
    1. Kingdom Seneschal
      1. The Kingdom Seneschal is appointed as an officer of SCANZ by 2/3 majority vote of the committee. The Board of SCA Ltd must also approve the appointment.
      2. The Kingdom Seneschal is ineligible to be on the committee or become Crown during their term as Kingdom Seneschal.
    2. Chancellor of the Exchequer and their deputy
      1. The Chancellor of the Exchequer is appointed as an officer of SCANZ by 2/3 majority vote of the committee. The Board of SCA Ltd must also approve the appointment.
      2. If the Chancellor of the Exchequer is not a subscribing member of SCANZ or not resident in New Zealand, a Deputy Chancellor of the Exchequer for New Zealand must be appointed.
      3. If the Chancellor of the Exchequer is a subscribing member of SCANZ and resident in New Zealand, a Deputy Chancellor of the Exchequer for Australia must be appointed.
      4. In either case, the Deputy Chancellor of the Exchequer is appointed as an officer of SCANZ by 2/3 majority vote of the committee. The Board of SCA Ltd must also approve the appointment.
      5. The Deputy Chancellor of the Exchequer for New Zealand may be the SCANZ treasurer.
    3. The Crown
      1. In addition to the requirements for officers, all potential candidates for the role must:
        1. be acceptable to the committee
        2. be acceptable to the current Crown
        3. be able to obtain passports and other necessary travel documents to travel freely to all countries administered as part of the Kingdom of Lochac.
        4. not be the current Crown.
      2. The Crown is appointed by the committee, following an approved selection process. The Board of SCA Ltd must also approve the appointment.
      3. The Crown is ineligible to be any other officer of SCANZ during their term as Crown.
  3. Eligibility for officers of SCANZ for New Zealand branches is limited to subscribing members of SCANZ who have been resident in New Zealand for at least 1 year prior to the start of their term.
  4. The appointment of officers of SCANZ for branches has been delegated by the committee.
    1. A branch seneschal is appointed by the Kingdom Seneschal, in consultation with the outgoing branch seneschal.
    2. A branch reeve is appointed by the Chancellor of the Exchequer, in consultation with the outgoing branch reeve and branch seneschal.
    3. Baron and/or baroness are appointed by the Crown, in consultation with the outgoing baron and baroness and local members.

Term

Committee officers

  1. The normal term of office for all officers elected to the committee will be 3 year(s), expiring no later than 60 days after the end of the annual general meeting in the year corresponding with the last year of each officer's term of office. The exact date must be specified in the motion to select their replacement. The start of the term of the replacement committee member will be the same date.
  2. In the event that a committee member is elected at a special general meeting less than six months before an annual general meeting, they may choose to serve until a date no later than 60 days after the fourth annual general meeting following their appointment.
  3. In the event of no acceptable nominee being available to replace an outgoing member, and if the outgoing officer is willing to continue serving, the term may be extended for a period not to exceed 6 months by a unanimous vote of the remaining committee members.
  4. Committee officers cannot serve consecutive terms.

Corporate officers

  1. Corporate officers will be appointed for a term of 2 years, and may be reappointed for a subsequent term, or a new officer appointed, at the discretion of the committee.

Other officers of SCANZ

The Crown

  1. The normal term of office for the Crown is approximately 6 months, beginning at the coronation event after the crown tournament and ending at the coronation of their successors.
  2. If one of the Crown becomes unable or unwilling to complete their term, the other may continue in the role alone and retain all of the role's authorities.
  3. If the current Crown become unable or unwilling to complete their term, other eligible candidates from the selection process will be appointed to the role for the duration of the term, with limited authorities.
  4. The Crown may not be appointed for consecutive terms.
Baron and/or Baroness
  1. The Baron and/or Baroness may hold their office for as long as they see fit, with the agreement of the Crown.
Other officers
  1. The term of office for all other officers of SCANZ will be 2 years.
  2. They may be reappointed for a subsequent term.
  3. No officer will be appointed for more than 2 consecutive terms.

Removal of officers

  1. A committee member or other officer can be removed as an officer by resolution of the committee or the membership of SCANZ where in the opinion of the committee or the membership of SCANZ:
    1. The officer elected to the committee has been absent from 3 consecutive committee meetings without leave of absence from the committee.
    2. The committee member or officer has brought SCANZ into disrepute.
    3. The committee member or officer has failed to disclose a conflict of interest.
    4. The committee passes a vote of no confidence in the committee member or officer.
    with effect from (as applicable) the date specified in a resolution of the committee or the membership of SCANZ.
  2. Impeachment of a committee member will only be considered once a dispute resolution process under this constitution has been completed.
    1. A committee member can be impeached by a letter signed by 3 of the corporate officers and/or committee members, or 25% of the current subscribing membership.
    2. The removal of a committee member must be enacted by the committee at its next regular meeting after the impeachment is filed, or at a special meeting called for the purpose.
    3. An impeached member may not vote at this meeting.
  3. The removal of officers appointed jointly by the committee and Board of SCA Ltd should be managed by agreement. Disagreement will be managed through the process laid out in the operating agreement.

Ceasing to hold office

  1. An officer ceases to hold office if:
    1. they resign (by notice in writing to the committee),
    2. are removed,
    3. become disqualified from being an officer under section 47(3) of the Act,
    4. die,
    5. or otherwise vacate office in accordance with section 50(1) of the Act.
  2. A committee member wishing to resign before the expiry of their term should give the committee as much notice as possible, in writing, so that the process of electing a replacement committee member can begin in a timely manner.
  3. Each officer must within 20 working days of submitting a resignation or ceasing to hold office, deliver to the committee (or their successor) all books, papers and other property of SCANZ held by such former officer.

Conflicts of interest

  1. An officer or member of a sub-committee who is an interested member in respect of any matter being considered by SCANZ, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) -
    1. to the committee and or sub-committee, and
    2. in an interests register kept by the committee.
  2. Disclosure must be made as soon as practicable after the officer or member of a sub-committee becomes aware that they are interested in the matter.
  3. An officer or member of a sub-committee who is an interested member regarding a matter -
    1. must not vote or take part in the decision of the committee and/or sub-committee relating to the matter unless all members of the committee who are not interested in the matter consent; and
    2. must not sign any document relating to the entry into a transaction or the initiation of the matter unless all members of the committee who are not interested in the matter consent; but
    3. may take part in any discussion of the committee and/or sub-committee relating to the matter and be present at the time of the decision of the committee and/or sub-committee (unless the committee and/or sub-committee decides otherwise).
  4. However, an officer or member of a sub-committee who is prevented from voting on a matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered.
  5. Where 50 per cent or more of officers are prevented from voting on a matter because they are interested in that matter, a special general meeting must be called to consider and determine the matter, unless all non-interested officers agree otherwise.
  6. Where 50 per cent or more of the members of a sub-committee are prevented from voting on a matter because they are interested in that matter, the committee must consider and determine the matter.
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