Officers

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.

=====Account authorisers=====

1. There must be at least 3 individuals from the branch who can authorise payments from a branch's sub-account.
   1. 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.
   2. 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 authorisers.

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 Greater 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.
   4. Account signatories are appointed by the SCANZ treasurer, in consultation with the branch seneschal and branch reeve.

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.