Introductory rules

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 Constitution Builder. Items in bold are defined terms.

Constitution

1. This document is the constitution of the Society for Creative Anachronism (New Zealand) Incorporated (referenced in this constitution as "SCANZ"), incorporated under the Incorporated Societies Act 2022.
2. This constitution entirely replaces the rules of incorporation for the Society for Creative Anachronism (New Zealand) Incorporated under the Incorporated Societies Act 1908.
3. All rules in this constitution are numbered and lettered (e.g. 1.2.3.a.ii) to facilitate referencing.

Context

1. The Society for Creative Anachronism (SCA) is an international non-profit volunteer educational organisation comprised of affiliated organisations. The SCA is devoted to the research and re-creation of pre-17th century skills, arts, combat, culture, and employing knowledge of world history to enrich the lives of participants through events, demonstrations, and other educational presentations and activities.
2. SCANZ is the New Zealand instance of this global organisation.
3. Other instances of this organisation include:
   1. The Society for Creative Anachronism Incorporated in Califormia, USA (SCA Inc)
   2. The Society for Creative Anachronism Limited Australia (SCA Ltd)
   3. and other incorporations in Europe and Canada.
4. SCANZ and any other affiliates within New Zealand or Australia and their territories are the corporate organisations that provide the administration for recreational and educational activities of the shared recreational entity known as the "Kingdom of Lochac", or "Lochac". The other affiliates include SCA Ltd, and any under the auspices of student unions in New Zealand and Australia.
   1. This recreational entity has structures and appointments that support participation in the activities that are the organisation's purpose which may be outside of, but are subservient to the requirements and appointments in this constitution.
5. SCA Inc has a document known as the "Organizational Handbook", that contains the mission and values of the SCA and a section called "Corpora" that lays out the governance of the recreation activities of the SCA.
6. In order to remain aligned with the international SCA organisation, SCANZ will endeavour to maintain its body of rules in line with the mission and values and with Corpora. SCANZ reserves the right to deviate from Corpora where required by New Zealand law or the interests of its membership.
7. From time to time, SCA Inc. will make amendments to Corpora. When this occurs, SCANZ will evaluate what changes will be made this constitution and other policies, if any.
8. Changes to our affiliate organisations' rules and procedures have no effect within New Zealand unless implemented by SCANZ.
9. Changes to policies and procedures held jointly with SCA Ltd must be agreed to by both organisations, or the policy or procedure must be separated by jurisdiction.
10. The rules and procedures around SCANZ's activities that are not otherwise covered by the SCANZ constitution, SCANZ affiliation (operating) agreements or SCANZ bylaws or policies are found in:
    1. The Corpora of the Society for Creative Anachronism Inc.,
    2. SCA Inc's Society Officers' policies,
    3. The document known as the "Book of Laws of the Kingdom of Lochac", and
    4. The Kingdom of Lochac's administrative handbooks and rules for the various activities and procedures that are regulated.

Definitions (mandatory section)

1. In this constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

   Act

   means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

   Affiliate and affiliates

   means other instances of the Society for Creative Anachronism (SCA) encompassed by an operating (affiliation) agreement, whether directly or indirectly.

   Annual general meeting (AGM)

   means a meeting of the subscribing members of SCANZ held once per year which, among other things, will receive and consider reports on SCANZ's activities and finances.

   Baron or Baroness'

   means the titular head of a barony and does not mean any real-world nobility.

   Barony

   A geographical branch of the SCA.

   Branch

   means any branch of the SCA, as defined in SCA Inc's Corpora.

   Canton

   A branch of the SCA that is supported within a barony.

   Chair

   means the officer responsible for chairing general meetings and committee meetings, and who provides leadership for SCANZ.

   Chairperson

   means the person chairing a meeting, who may or may not be the chair of SCANZ.

   College

   means an affiliated branch of the SCA based in an educational institution that is under the auspices of a student union and its rules, not this constitution. They are administered independently of any geographical branch they are within the geographical boundaries of.

   Committee

   means the governing body of SCANZ, as set out in this constitution.

   Committee meeting

   means a meeting of the committee convened according to the process in this constitution.

   Complaint and dispute

   have the meanings contained within section 38 of the Act.

   Constitution

   means the rules in this document.

   Contact details

   means a physical or an electronic address used by the person and a telephone number that is used by the person.

   Corporate officers

   means the SCANZ registrar, SCANZ treasurer, and SCANZ diversity, equity and inclusion officer

   Crown

   means the titular heads of the recreational entity of the Kingdom of Lochac, and does not mean any real-world royal persons.

   The Crown is most commonly a king' and queen, but may be any combination of the two.

   Event

   means an SCA-sponsored event as defined in SCA Inc's Corpora

   Event member

   means an individual who has consented to be granted temporary membership with limited privileges for a single event, according to this constitution.

   Financial statements

   has the same meaning as section 6 of the Financial Reporting Act.

   General meeting

   means either an annual general meeting or a special general meeting of the subscribing members of SCANZ.

   Geographical branch

   means any branch either of shire or greater status, or of lesser status than shire but occupying a unique geographical area not encompassed by any other branch.

   Greater officer

   means one of the kingdom-level roles defined as a Greater officer in the "Book of Laws of the Kingdom of Lochac". These roles may or may not include officers of SCANZ.

   Interested member

   means a member who is interested in a matter for any of the reasons set out in section 62 of the Act.

   Interests register

   means the register of interests of officers, kept under this constitution and as required by section 73 of the Act.

   King

   means one of the pair that comprises the Crown and does not mean any real-world royal person.

   Kingdom

   A geographical branch of the SCA, ruled by a King and Queen (or combination thereof).

   Kingdom-level

   means something that supports the Kingdom of Lochac as a whole, not specific branches.

   Kingdom of Lochac

   means the recreational entity that supports the educational and recreational aspects of SCANZ's purposes, jointly with SCA Ltd.

   Matter

   means -

   • SCANZ's performance of its activities or exercise of its powers; or
   • an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by SCANZ.

   Member

   means both subscribing members and event members as defined here.

   Notice

   to members includes any notice given by email, post, or courier.

   Officer

   means a natural person who is:

   • a member of the committee, or
   • occupying a position in SCANZ that allows them to exercise significant influence over the management or administration of SCANZ, including any Chief Executive or Treasurer.
   • individuals appointed to roles that facilitate the management and administration of SCANZ, its branches and its activities, listed in 6.2.4.

   Operating agreement

   An affiliation agreement between two instances of the SCA that documents the relationship between the two organisations and describes the mutual rights and obligations of the parties.

   Prince or Princess

   means the titular heads of a Principality and does not mean any real-world royal person.

   Principality

   A geographical branch within a kingdom of the SCA, ruled by a Prince and Princess (or combination thereof).

   Queen

   means one of the pair that comprises the Crown and does not mean any real-world royal person.

   Reeve

   The treasurer of a branch.

   Register of members

   means the register of members kept under this constitution as required by section 79 of the Act.

   SCA

   The Society for Creative Anachronism (SCA) is an international non-profit volunteer educational organisation comprised of affiliated organisations devoted to the research and re-creation of pre-17th century skills, arts, combat, culture.

   SCA Inc

   means the Society for Creative Anachronism Incorporated in California.

   SCA Ltd

   means the Society for Creative Anachronism Ltd (Australia).

   SCANZ

   means the Society for Creative Anachronism (New Zealand) Incorporated.

   SCANZ Registrar Added SCANZ to corporate officer name to prevent confusion with Registrar of Incorporated Societies(KM)

   means the officer who maintains the register of members of SCANZ.

   Secretary

   means the officer responsible for the matters specifically noted in this constitution.

   Seneschal

   The person responsible for the administrative oversight of a branch.

   Shire

   A geographical branch of the SCA.

   Special general meeting

   means a meeting of the subscribing members, other than an annual general meeting, called for a specific purpose or purposes.

   Subscribing member

   means an individual who has consented to become a subscribing member of SCANZ, by following the procedure in the relevant section of this constitution.

   Vice-chair:

   means the officer elected or appointed to deputise in the absence of the Chair.

   Working days

   mean as defined in the Legislation Act 2019. Examples of days that are not working days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign's birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

The name of the society (mandatory section)

1. The name of the society is "Society for Creative Anachronism (New Zealand) Incorporated" (in this constitution referred to as "SCANZ").

Charitable status (mandatory section)

1. SCANZ is not and does not intend to be registered as a charitable entity under the Charities Act 2005.

The purposes of the society (mandatory section)

The constitution of every society must set out its 'objects' or purposes (what it intends to do or achieve). Importantly your society's purpose cannot be for the financial gain (benefit) of its members. Where the society exists for charitable purposes (seeking to advance education, relieve poverty, advance religion, or any other matter beneficial to the community) those purposes need to be described in more detail in this rule. This is particularly important if your society intends to also register as a charity under the Charities Act 2005.

1. SCANZ is a not-for-profit educational, sporting and recreational society whose purposes include:
   1. conducting and promoting research into pre-17th century culture and life; and
   2. presenting activities and events which recreate the environment of said era, such as, but not limited to, tournaments, jousts, feasts, fairs, dances, classes; and
   3. actively pursuing and encouraging the recruitment of new members into SCANZ and its affiliates; and
   4. undertaking such activities as may be reasonably expected in a society of this nature.
2. SCANZ must not operate for the purpose of, or with the effect of -
   1. distributing any gain, profit, surplus, dividend, or other similar financial benefit to any of its members or other individuals (whether in money or in kind); or Added for IRD
   2. having capital that is divided into shares or stock held by its members or other individuals; or Added for IRD
   3. holding property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of SCANZ or otherwise).
3. But SCANZ will not operate for the financial gain of members simply if SCANZ -
   1. engages in trade,
   2. reimburses a member for reasonable expenses legitimately incurred on behalf of SCANZ or while pursuing SCANZ's purposes,
   3. provides benefits to members of the public or members of a class of the public and those persons include members or their families,
   4. provides benefits to members or their families to alleviate hardship,
   5. provides educational scholarships or grants to members or their families,
   6. pays a member a salary or wages or other payments for services to SCANZ on arm's length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the member than those terms and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of SCANZ),
   7. provides a member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of SCANZ.
   8. on removal of SCANZ from the Register of Incorporated Societies having its surplus assets distributed under subpart 5 of Part 5 of the Act to a member that is a not-for-profit entity.

Act and regulations (recommended section

This rule is a reminder that a society’s constitution, which regulates its activities, must be consistent with New Zealand legislation.

1. Nothing in this constitution authorises SCANZ to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

Restrictions on SCANZ powers

By default, a society has the powers of a natural person, but it must not be carried on for the financial gain of any of its members. If the society should have its powers restricted in any way (for instance to prohibit borrowing), this should be set out here.

1. SCANZ must not be carried on for the financial gain of any of its members.
2. SCANZ's capacity, rights, powers, and privileges are subject to the following restrictions -
   1. SCANZ may not borrow money, nor can its branches borrow money in the name of SCANZ.

Registered office (recommended section)

Under the Act, every incorporated society is required to have a street address to which official letters and documents can be sent or delivered. Any time your society changes its registered office address you must update the address on the Incorporated Societies Register (along with Charities Services if the society is also registered under the Charities Act 2005). Documents can be served on your society, including in legal proceedings, by leaving them at the society's registered office, or by delivery to an officer or employee of your society at the society’s registered office.

1. The registered office of SCANZ must shall be at such place in New Zealand as the committee from time to time determines.
2. Changes to the registered office must be notified to the Registrar of Incorporated Societies -
   1. at least 5 working days before the change of address for the registered office is due to take effect, and
   2. in a form and as required by the Act.

Contact person (mandatory section)

Every incorporated society must have at least one contact person, and no more than 3, that the Registrar can contact when needed. Every contact person must be at least 18 years of age and ordinarily resident in New Zealand. A contact person's details will not be published on the Incorporated Societies Register but will be used by the Registrar to contact the society. For example, a contact person would receive notifications from the Registrar and reminders to file certain documents. It is important that you choose an appropriate contact person, and preferably a committee officer.

1. SCANZ must have at least 1 but no more than 3 contact person(s) whom the Registrar of Incorporated Societies can contact when needed.
2. SCANZ's contact person must be:
   1. At least 18 years of age, and
   2. Ordinarily resident in New Zealand.
3. A contact person is appointed by the committee.
4. Each contact person's name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:
   1. a physical address or an electronic address, and
   2. a telephone number.
5. Any change in that contact person or that person's name or contact details must be advised to the Registrar of Incorporated Societies within 20 working days of that change occurring, or SCANZ becoming aware of the change.