Officers

Qualifications of officers (Mandatory section)

The Act provides that an officer of a society has a duty of care in exercising their responsibilities. 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.

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. Prior to 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. Note that only a natural person may be an officer and each certificate will be retained in SCANZ's records.

Officers's duties (recommended)

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. 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

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. Managing - and for directing and supervising the management of - the operation and affairs of SCANZ

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 the latest issue of SCANZ's annual publication we don't have an annual publication? does this mean the annual report?) publication and 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.

Corporate treasurer

1. The corporate 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 and present this, either in person or by proxy, 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 corporate treasurer may not be the reeve or exchequer of any branch other than the kingdom.

Website administrator

1. The SCANZ website administrator must:
2. #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
   1. other duties of a related nature, as may be negotiated with the committee from time to time.
3. Should the committee choose not to appoint a website administrator, they must perform these duties themselves.

Other officers

Kingdom officers

Branch officers

Election or appointment of officers (mandatory section)

The Act requires each society’s constitution to provide for the election and appointment of its officers. Because different approaches may suit different societies, we have provided 3 options to choose from. Option 1 The election of officers shall be conducted as follows. 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. 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 XXX 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. 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). Option 2 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) Option 3 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

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 Act says 16?
   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 group
   2. Reeve of any group 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.

Nominations to the committee

1. No previous representative can be eligible for nomination to the committee until 12 months has passed since the final meeting of their previous term.
2. Any member of SCANZ may nominate themselves to the committee at any time by submitting their nomination in writing or by email to the committee.
3. Nominations will stand for 24 months, after which time the nominees name will be removed from the list. Members may re-nominate themselves immediately if this happens.
4. Nominated members may request to be removed from the list at any time, without being required to specify a reason, by making the request in writing or by email to the committee.
5. The list of current nominations to the committee and the date of expiry of their nomination must be publicly available on the committee website.

Election of committee members

1. New committee members are selected from a standing 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. During this period, existing nominees should confirm their willingness to stand for the current (or immediately expected) vacancy.
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 at the time a new committee member is required, no vote need be held but notice of the appointment will be made to subscribing members.
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. In the event that all three committee members are new, the roles will be assigned as the committee sees fit.

Corporate officers

1. A SCANZ registrar and a treasurer must be appointed as corporate officers of SCANZ by 2/3 majority vote of the committee.
2. Committee members may not hold the office of treasurer or SCANZ registrar.
3. A website administrator may be appointed as a corporate officer of SCANZ by the same process, or the role 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 one year prior to the start of their term.

Other officers

Kingdom officers

The Crown

Noting that if the Crown have a role in our officer appointment process, they are also officers, and their appointment process will need to be included here.

Branch officers

Term (mandatory section)

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. 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 XXX 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 XXX consecutive terms. No chairperson shall serve for more than XXX consecutive years as chairperson.

Committee officers

1. The normal term of office for all officers elected to the committee shall 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 shall be specified in the motion to select their replacement. The start of the term of the replacement committee member shall 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. No committee officer shall serve consecutive terms.

Corporate officers

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

'Other officers

The Crown

1. The 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.

All other officers

1. The term of office for all other officers will be two years.
2. No officer will serve more than two consecutive terms.

Removal of officers (mandatory section)

Under the Act each society’s constitution must contain any grounds for removal of an officer.

Committee members

1. A committee member can be removed as an officer by resolution of the committee or SCANZ where in the opinion of the committee or SCANZ:
   1. The officer elected to the committee has been absent from XXX committee meetings without leave of absence from the committee.
   2. The officer has brought SCANZ into disrepute.
   3. The officer has failed to disclose a conflict of interest.
   4. The committee passes a vote of no confidence in the officer.

with effect from (as applicable) the date specified in a resolution of the committee or SCANZ.

Corporate officers

1. A corporate officer can be removed as an officer by resolution of the committee or SCANZ where in the opinion of the committee or SCANZ:
   1. The officer has brought SCANZ into disrepute.
   2. The officer has failed to disclose a conflict of interest.
   3. The committee passes a vote of no confidence in the officer.
   4. The officer has failed to carry out their specified duties

with effect from (as applicable) the date specified in a resolution of the committee or SCANZ.

Other officers

Kingdom officers

The Crown

Branch officers

Ceasing to hold office (recommended section)

This is a rule commonly found in society constitutions. The second paragraph specifically requires former officers to return society property to the society.

1. An officer ceases to hold office when they resign (by notice in writing to the committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
2. Each officer must within XXXX working days of submitting a resignation or ceasing to hold office, deliver to the committee all books, papers and other property of SCANZ held by such former officer.

Conflicts of interest (mandatory section)

The Act imposes a duty on officers to disclose any interest in a matter affecting or relating to the society. Including members of a sub-committee reflects current best practice.

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.