The Society was incorporated at Dunedin on 16 April 1986 as the New Zealand Committee for the Scientific Investigation of Claims of the Paranormal Incorporated.
The Constitution was amended on 23 September 2007, 28 August 2011, 19 December 2013 and 6 December 2014.
These rules were adopted by way of amendment on 6 December 2014.
Name
The name of the Society is NZ Skeptics Incorporated (“the Society”).
Definitions
For the purposes of these rules:
“Paranormal” means any phenomenon that in one or more respects exceeds the limits of what is deemed physically possible according to current scientific assumptions;
“Pseudoscience” means any body of knowledge, methodology, belief or practice that claims to be scientific or is made to appear scientific, but does not adhere to the basic requirements of the scientific method.
Objects
The object of the Society shall be to advance education to the public of New Zealand as to the difference between legitimate science and pseudoscience.
In order to attain the above object, the Society shall:
Investigate scientifically and objectively claims and events that are of an apparently paranormal nature and/or which are apparently based on pseudoscience in order to provide education to the public,
Report the results of such investigations and where possible provide rational scientific analysis and/or scientific explanations,
Undertake actions required to minimise negative impacts of belief in the paranormal or pseudoscience.
Provide reliable information about paranormal and pseudoscientific claims,
Encourage a more critical attitude to pseudoscience and to paranormal claims and to alert the community to the dangers of uncritical acceptance,
Investigate the psychological, social and ideological factors behind belief in the paranormal and pseudoscience, and
Do any act or thing incidental or conducive to the attainment of the above objects.
Notwithstanding Rule 4.2:
The Society shall be limited in furthering or attaining its objects to the advancement of charitable purposes in New Zealand, and
No member of the Society shall derive any personal pecuniary gain from membership of the Society.
The Society registered with the Charities Commission under the Charities Act 2005 on 28 January 2014
Powers
In addition to its statutory powers, the Society:
May use such of its funds to pay the costs and expenses of furthering or carrying out its objects, and for that purpose may employ such people as may seem expedient,
May purchase, lease, hire or otherwise acquire, may exchange, and may sell, lease or otherwise dispose of property, rights or privileges to further or carry out its objects as may seem expedient,
May invest in any investment in which a trustee might invest.
The income and property of the Society, however and wherever derived, shall be applied solely towards the promotion of the objects of the Society and (save as is provided for the winding up of the Society) no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise, by way of profit to members of the Society.
Any transactions between the Society and any Member, officer or member of the Committee, or any associated persons shall be at arms’ length and in accordance with prevailing commercial terms on which the Society would deal with third parties not associated with the Society, and any payments made in respect of such transactions shall be limited to:
A fair and reasonable reward for services performed,
Reimbursement of expenses properly incurred,
Professional services to the Society rendered in the course of business and charged at no greater rate than current market rates, and
Interest on money lent at no more than current commercial rates.
Membership
Membership of the Society shall be at the discretion of the Committee and shall be conditional upon the payment of an annual subscription.
Subscriptions shall be paid on an annual basis and shall be due on the first day of January of each year. Any member who has failed to pay their subscription in full by 1 July of that year shall cease to be a member unless alternative terms of payment have been agreed upon with the Committee.
The annual subscription shall be fixed at the Annual General Meeting of the Society from time to time.
All members shall promote the interests and the objects of the Society and shall do nothing to bring the Society into disrepute. No member of the Society may speak on its behalf except for those nominated as media spokespeople or specifically nominated by the Chairperson.
Every member shall advise the Secretary of any change of address.
The Secretary shall keep a register of members recording their names and addresses and the dates each member became a member.
Cessation of Membership
Any member may resign by written notice to the Secretary. Each such resignation shall take immediate effect but the member resigning shall remain liable to pay all subscriptions, levies and any other fees then owing and shall cease to hold themselves out as a member of the Society.
Any member who wilfully ignores the Constitution of the Society or otherwise acts to the detriment of the interests of the Society, may be removed as a member. Any complaint about any member, whether from another member or any other person, shall be lodged in writing with the Secretary, and the procedures set out below shall be observed.
The Committee shall have the following discretions:
If the nature of the complaint indicates that the subject matter should be dealt with by any Court or tribunal, the Committee may decline to investigate or deal with the complaint until any such body has dealt with the issues which are the subject of the complaint. If the decision of any such body:
Effectively disposes of the complaint, the Committee may decide to take no further action, or may on the basis of that decision without further investigation take such action as it deems appropriate, with or without calling on the complainant or member to provide further information or to make submissions, or
Does not effectively dispose of the complaint, the Committee may decide to undertake such further investigations as it thinks fit, and then follow the procedures set out in clause 7.4.
The Committee may decline to investigate or consider the complaint if the nature of the complaint indicates that the subject matter is petty, frivolous, or inconsequential.
The Committee may decline to investigate or consider the complaint if, during enquiries being made by or on behalf of the Committee, it becomes apparent to the Committee that it is not appropriate to further investigate or consider the complaint.
The following procedures shall be observed when a complaint is investigated and considered:
The member shall be given a copy of the complaint,
The member shall have the opportunity to provide a detailed written response to the complaint within not less than two weeks after receiving a copy of the complaint or such further time as may be allowed by the Committee or any special committee established by it for the purpose of hearing and deciding upon the complaint,
Further enquiries may be made by or on behalf of the Committee or any such special committee, and the results of those enquiries shall be made known to the complainant and the member,
The Committee or any such special committee shall allow the complainant and the member the opportunity to be heard by the Committee or any such special committee (and no person who has any direct or indirect interest in the complaint or who is in any way biased shall hear and determine the complaint),
The Committee or any such special committee may:
Dismiss the complaint, or
Uphold the complaint and do one or more of the following:
Reprimand or admonish the member,
Suspend the member from membership for a specified period,
Expel the member.
The Committee or any such special committee shall respect the confidentiality of the proceedings and the decision and any reasons which may be given (without any obligation to give such reasons) for that decision shall be conveyed to the complainant and the member in writing, and may at the discretion of the Committee be conveyed to members.
The decisions of the Committee or any special committee hearing and deciding upon any complaint under this Rule shall be final and binding on the complainant and the member complained against, and shall not be subject to any review or challenge.
A member whose membership is terminated under this clause shall remain liable to pay all subscriptions and levies to the end of the Society’s financial year in which the membership was terminated and shall cease to hold themselves as a member of the Society.
Meetings
The Society shall hold an Annual General Meeting each calendar year at a date and place to be fixed by the Committee. No less than twenty-one (21) days’ notice of such Annual General Meeting shall be given to each member of the Society.
The business to be conducted at the Annual General Meeting shall be the receipt and consideration of the Statement of Accounts and Annual Report of the Committee, the election of officers and other such business as is submitted by the Committee or brought forward by any member present.
The Society may hold additional General Meetings of the members (“Special General Meetings”). Special General Meetings may be called by the Committee or by written requisition to the Secretary signed by not less than six members of the Society. No less than twenty-one (21) days’ notice of such Special General Meeting shall be given to each member of the Society. The business to be conducted at the Special General Meeting shall be such business as is:
submitted by the Committee,
outlined in the members’ requisition calling the meeting,
within the consent of the meeting, or
any other business brought forward by any member present.
The failure for any reason of any member to receive notice of any meeting shall not invalidate the meeting or its proceedings.
All members who have paid their annual subscription for the year may attend a meeting and shall have the right to vote.
Members may be deemed to be present and have a right to vote if they are able to fully and effectively participate by means of electronic communication.
The quorum for any General Meeting is six (6) members. Proxy votes will be counted for a quorum.
All General Meetings shall be chaired by the Chairperson or in the Chairperson’s absence by any other Committee member elected for the purpose by the meeting.
Voting at General Meetings shall be conducted in such manner as the Chairperson shall determine provided that a poll shall be held if demanded by not less than two (2) persons present at the meeting and entitled to vote. Every member shall be entitled to one vote to be exercised in person or by proxy. All questions shall be determined by a simple majority of those voting at the meeting. In the event of an equality of votes, the Chairperson shall have a casting and deliberative vote.
To determine any issue (including any amendment to this Constitution) the Committee may resolve to hold a postal ballot in accordance with this clause. In that respect:
Only members who have paid their annual subscription for the year may vote in any postal ballot,
The resolution to hold a postal ballot shall set a closing date and time for ballots to be received by the Secretary, but the closing date shall be no earlier than three weeks after the date ballot papers are sent out to members (excluding the date of posting),
Voting in a postal ballot may be by ballots returned to the Secretary by any physical or electronic means. The Secretary shall declare the result of the postal ballot, and
The result of any postal ballot shall be as effective and binding on Members as a resolution passed at a General Meeting.
A resolution passed by the required majority at any General Meeting or by postal ballot binds all members, irrespective of whether they were present at the General Meeting where the resolution was adopted or whether they voted.
Committee
The Society’s Committee shall be elected annually at the Annual General Meeting according to the rules set out in clause 8. The members of the Committee shall comprise:
A Chairperson,
A Secretary,
A Treasurer,
Up to eleven (11) further Committee members.
In determining how many Committee members are required and who shall be elected, it is preferred that Committee members are located across New Zealand to ensure that a majority of Committee members do not come from the same town or city.
Nominations for any office to be filled at the Annual General Meeting of the Society may be made in writing to the Secretary before the Meeting, or may be made at the Meeting.
The Committee shall take office from the day of the Annual General Meeting and shall hold office until the following Annual General Meeting.
A vacancy on the Committee shall occur where any member of the Committee resigns or absents themselves from two meetings of the Committee unless leave of absence has been granted. Each officer shall within one calendar month of submitting a resignation or ceasing to hold office deliver to that officer’s successor all books, papers and other property of the Society possessed by such former officer.
If a vacancy in the position of Chairperson, Secretary or Treasurer occurs between Annual General Meetings that vacancy shall be filled by the Committee.
Any member of the Committee may be removed by a resolution of a General Meeting of which prior notice was given in the notice of meeting and which is passed by a two thirds majority of those present and voting.
The Committee may appoint an honorary or paid Solicitor, and in such case and whilst such an appointment continues no other holder of the office of Solicitor shall be elected at the Annual General Meeting. The Committee shall from time to time fix the term for which such a Solicitor is to be appointed, the duties or conduct of his or her office and the salary to be paid.
No member of the Committee shall be liable for the acts or defaults of any other member of the Committee or any loss occasioned thereby, unless occasioned by their wilful default or by their wilful acquiescence. The members of Committee shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their wilful default.
Management by the Committee
The Society shall be administered, managed and controlled by the Committee, which shall be accountable to the members for the implementation of the policies of the Society as approved by any General Meeting. Subject to this Constitution and the resolution of any General Meeting, the Committee may exercise all the Society’s powers, other than those required by statute or by this Constitution to be exercised by the Society in General Meeting.
The Committee shall have power to appoint such sub-committees of such persons who are members of the Society, with power to co-opt as it may deem expedient, and to delegate to any such sub-committee such powers and functions as the Committee shall determine. The quorum of every subcommittee is half the members of the subcommittee. No subcommittee shall have power to co-opt additional members. No subcommittee may commit the Society to any financial expenditure without express authority. No subcommittee may delegate any of its powers.
The Committee shall meet from time to time at such times and places and in such manner (including by telephone or electronically as it may determine and otherwise where and as convened by the Chairperson or Secretary. Where appropriate, the Committee may elect to deal with business before the Committee by way of email or written correspondence rather than by meeting. In such case clause 10.8 shall apply.
All Committee meetings shall be chaired by the Chairperson or in the Chairperson’s absence by the Secretary, or in the absence of both of them by some other Committee member elected for the purpose by the meeting, and any such Chairperson shall have a deliberative and casting vote.
A quorum at a meeting of the Committee shall be three (3).
Only Committee members elected under rule 9.1 or appointed under rule 9.5 who are present in person or by telephone or electronic link shall be counted in the quorum and entitled to vote.
The Committee and any sub-committee may act by resolution approved by not less than two thirds of the members of the Committee or sub-committee in the course of a telephone conference call or through a written ballot conducted by mail, facsimile or email.
The Committee from time to time may make and amend regulations, bylaws and policies for the conduct and control of Society activities, but no such regulations, bylaws and policies shall be inconsistent with this Constitution. This Constitution, and such regulations, bylaws and policies shall be available at all reasonable times for inspection by members.
Subject to statute, this Constitution and the resolutions of General Meetings, the decisions of the Committee on the interpretation of the Constitution and all matters dealt with by it in accordance with this Constitution and on matters not provided for in this Constitution shall be final and binding on all members.
The Committee may employ any person or company to administer or manage the affairs of the Society.
Secretary
The Secretary shall record the minutes of all General meetings and Committee meetings, and all such minutes when confirmed by the next such meeting shall be prima facie evidence that that meeting was duly called and shall prima facie be a true and correct record of what occurred at that meeting.
The Secretary shall hold the Society’s Common Seal, records, documents and books. Such records may be stored electronically.
The Secretary shall deal with and answer correspondence and perform such other duties as directed by the Committee.
Registered Office
The Registered Office of the Society shall be at such place as the Committee from time to time determines. Due notice in writing of every change of office shall be given by the Secretary for the time being to the Registrar of Incorporated Societies and Charities Commission.
Finance
The Treasurer shall keep such books or electronic records of account as may be necessary to provide a true record of the Society’s financial position, report on the Society’s financial position to each Committee meeting, and present an annual Statement of Accounts (Income and Expenditure Account and Balance Sheet) to the Annual General Meeting.
The Treasurer shall prepare an annual Statement of Accounts as soon as possible after the end of each financial year and such records shall be considered by the Committee at its next meeting which shall be no more than six months following the Society’s balance date. Following consideration by the Committee, the Statement of Accounts shall be provided to the Registrar of Incorporated Societies and Charities Commission, as required by those organisations.
The Statement of Accounts may be approved by the Committee or may from time to time as determined by the Committee be subject to submission to the Auditor who shall report thereon in writing.
The Statement of Accounts and Balance Sheet shall be submitted to the Annual General Meeting next following its preparation and shall be open for discussion at the Meeting. The Statement and Balance together with the Chairperson’s report on the year’s activities shall be supplied to members at the Annual General Meeting, along with any Auditor’s report that may be prepared on request of the Committee.
The Auditor shall be appointed at the Annual General Meeting or if not so appointed then by the Committee from time to time as deemed necessary and shall hold office until the termination of the Annual General Meeting next following his or her appointment. The remuneration of the auditor may be fixed by the Committee.
The Committee shall maintain bank accounts in the name of the Society. All cheques and withdrawals drawn on behalf of the Society shall be approved by any two of the Chairperson, Secretary and Treasurer before payment by the Treasurer.
All money received on account of the Society shall be banked within seven (7) days of being received.
The Society’s financial year shall commence on 1 January of each year and end on 31 December in that year.
The Annual General Meeting each year may appoint an auditor (who is a member of the New Zealand Institute of Chartered Accountants and not a member of the Society) to audit the annual accounts of the Society and provide a certificate of correctness of the same, and if any such auditor is unable to act the Committee shall appoint a replacement auditor. It is expected that an auditor will be appointed for this purpose at least every three (3) years.
Execution of Documents
The Common Seal of the Society shall be retained by the Secretary
Documents shall be executed for the Society pursuant to a resolution of the Committee:
By affixing the Common Seal witnessed by the Chairperson and Secretary, and countersigned by some other member of the Committee, or
Where the document is not required by statute to be executed under common seal, by the Chairperson, Secretary and some other member of the Committee signing on behalf of the Society.
Alteration of Rules
These rules may be amended or replaced by resolution of any General Meeting or ballot pursuant to clause 8.9 and passed by a two-thirds majority of those members voting, provided that no amendment may be made which would alter:
The exclusively charitable nature or tax-exempt status of the Society,
The rules precluding members from obtaining any personal benefit from their membership, or
The rules as to winding up.
Any proposed motion to amend or replace these Rules shall be signed by at least six members and given in writing to the Secretary at least twenty-one (21) clear days before the General Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
At least twenty-one (21) clear days before the General Meeting at which any such proposal is to be considered, the Secretary shall provide written notice to all members of the proposed motion, of the reasons for the proposal, and of any recommendations from the Committee in respect of the proposal.
Winding up
The Society may be wound up under the provisions of the Incorporated Societies Act 1908.
Upon the winding up of the Society, if there remains any property after the satisfaction of all the Society’s debts and liabilities, such property shall not be paid to or distributed among the members of the Society. Any property remaining after the settlement of the society’s debts and liabilities must be given or transferred to another organisation for a similar charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005. In the event of the members being unable to decide, the remaining assets are to be distributed as a Judge of the High Court directs.
