Club Constitution

Temuka Golf Club Constitution 2026

CONSTITUTION OF TEMUKA GOLF CLUB INCORPORATED.

Temuka Golf Club Constitution

Contents
1 Definitions and Interpretation …………………………………………………………………………2
2. Club details………………………………………………………………………………………………4
3 Purposes and Powers…………………………………………………………………………………..4
4. Members………………………………………………………………………………………………....5
5 General Meetings ………………………………………………………………………………………7
6 Committee Meetings…………………………………………………………………………………..12
7 Officers Duties………………………………………………………………………………………...12
8 Interests…………………………………………………………………………………...…. ……….13
9 Patrons…………………………………………………………………………………………………13
10 General Manager……………………………………………………………………………………..13
11 Finances……………………………………………………………………………………………….14
12 Indemnity and Insurance…………………………………………………………………………….14
13 Amendments…………………………………………………………………………………………...14
14 By laws and Integrity…………………………………………………………………………………..15
15 Dispute resolution 15
16. Liquidation and removal 18
17. Matters not provided for 18
18. Transition 18

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Constitution
1. Definitions and Interpretation
Definitions: In this Constitution, unless the context requires otherwise, the following words
and phrases have the following meanings:
Act means the Incorporated Societies Act 2022, including any amendments, and any
regulations made under that Act.
AGM or Annual General Meeting means a meeting of the Members held once a
year convened under this Constitution.
Bylaws means any bylaws, policies, regulations and codes of the Club made under
clause?
Casual Vacancy is a vacancy which arises when a Committee Member does not
serve their full term of office.
Chair means the Committee Member appointed as chair of the Club under this
Constitution.
Committee means the Club’s governing body
Committee Member means a member of the Committee.
Constitution means this Constitution, including any amendments and any schedules
to this Constitution.
Contact Details means a physical or an electronic address and a telephone number.
Diversity, Equity and Inclusion means ensuring fair and equitable opportunities are
available to everyone to participate in sport and recreation irrespective of age, ability,
ethnicity, gender, national origin, race, religion, sexual orientation, beliefs, or socio-
economic status.
President or General Manager means the person in the highest-ranking
management position in the Club.
General Meeting means a management meeting of the Club.
Golf consists of playing a ball with a club from the teeing ground into the hole by a
stroke or successive strokes as further defined in the Rules of Golf.
Golf NZ means Golf New Zealand Korowha Aotearoa Incorporated trading as Golf
NZ.
Interested has the meaning given in section 62 of the Act. States that an officer (A)
is interested in a matter if A:
 may obtain a financial benefit from the matter; or
 is the spouse, civil union partner, de facto partner, child, parent, grandparent,
grandchild, sibling, nephew, niece, uncle, aunt, or first cousin of a person who
may obtain a financial benefit from the matter; or
 may have a financial interest in a person to whom the matter relates; or
 is a partner, director, officer, board member, or trustee of a person who may have
a financial interest in a person to whom the matter relates; or
 is interested in the matter because the society’s constitution so provides.
However, A is not interested in a matter:
 merely because A receives an indemnity, insurance cover, remuneration, or other
benefits authorized under the Inc Soc Act; or
 if A’s interest is the same or substantially the same as the benefit or interest of all
or most other members of the society due to the membership of those members;
or
 if A’s interest is so remote or insignificant that it cannot reasonably be regarded as
likely to influence A in carrying out A’s responsibilities under the Inc Soc Act or the
society’s constitution; or
 if A’s interest is of a kind that is specified in the society’s constitution.

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Matter has the meaning given in section 62(4) of the Act., states that matter means
a society’s performance of its activities or exercise of its powers; or an arrangement,
an agreement, or a contract (a transaction) made or entered into, or proposed to be
entered into, by the society.
Member means each person who for the time being is a member of the Club and
includes all classes of members described in clause.
Officer means a Committee Member and any natural person occupying a position in
the Club that allows the person to exercise significant influence over the
management or administration of the Club.
Ordinary Resolution means a resolution passed by a majority of votes cast.
SGM or Special General Meeting means a meeting of the Members, other than an
AGM, called for a specific purpose or purposes.
Special Resolution means a resolution passed by a 75% majority of votes cast.
Working Day has the meaning given to that term under the Legislation Act 2019 and
excludes the day observed as the anniversary in South Canterbury [Guidance:
working day under the Legislation Act means a day of a week other than:
 a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day,
the Sovereign’s birthday, TeRā Aro ki a Matariki/Matariki Observance Day, and
Labour Day;
 a day in the period commencing with 25 December in a year and ending with 2
January in the following year;
 if 1 January falls on a Friday, the following Monday; or
 if 1 January falls on a Saturday or a Sunday, the following Monday and Tuesday;
 if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following
Monday.
Interpretation: Unless the context otherwise requires:
(a) Words referring to the singular include the plural and vice versa.
(b) Clause headings are for reference only.
(c) Expressions referring to writing include references to words visibly represented,
copied, or reproduced, including by email.
(d) Reference to a person includes any other entity or association recognized by
law and vice versa and any reference to a particular entity includes a reference
to that entity’s successors.
(e) A reference to any legislation includes any secondary legislation, statutory
regulations, rules, orders or instruments made or issued pursuant to that
legislation and any amendment to, re-enactment of, or replacement of, that
legislation.
(f) All periods of time or notice exclude the days on which they are given.
(g) Notices: Subject to any other notice requirements in this Constitution, any
notice or other communication given under this Constitution must be in writing
and will be given to:
(h) a member if delivered by hand to the Member or sent to the address set out in
their Contact Details;
(i) the Club if sent to temukagolf@outlook.co.nz or by post to the Club’s registered
office set out on the Register of Incorporated Societies.
Receipt of notices: A notice is deemed to have been received:
a) if delivered by hand, at the time of delivery;

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b) if given by post, when left at the address of that party or five Working Days after
being put in the post; or
c) if given by email, upon production of a physical copy of the email detailing the
time and the date the email was sent (provided that the sender does not
receive any "out of office" auto-reply or other indication of non-receipt),
provided that any notice or communication received or deemed received after 5pm
on a Working Day, or on a day which is not a Working Day, will be deemed not to
have been received until the next Working Day.
2. Club Details
2.1 Name: The name of the society is TEMUKA GOLF CLUB INCORPORATED
2.2 Contact person: At its first Committee meeting following an AGM, the Committee
must appoint or reappoint at least one, and a maximum of three, persons to be the
contact person, subject to those persons meeting the eligibility criteria set out in the
Act. The Committee must advise the Registrar of Incorporated Societies of any change
in the contact person or their Contact Details.
The Secretary is appointed by the management committee and the President and Vice
President are appointed by election at the yearly AGM; these are the contact persons .
3. Purpose and Powers
3.1 Purpose: The purposes of the Club are to: be a member of Aorangi Golf District
Association and Golf NZ;
a) promote, develop, foster and administer golf, mainly as an amateur sport for the
well-being, benefit and recreation of the general public in New Zealand/Aotearoa.
b) provide and manage a golf course and other facilities to enable, assist and
enhance participation, enjoyment, health and well-being for the benefit of
Members and the wider community by making the facilities available to visitors
and the general public having regard to the requirements and needs of Members;
c) lead, promote and enable Diversity, Equity and Inclusion across the whole Club
including governance of the Club and participation in golf;
d) promote, develop and co-ordinate golf competitions;
e) protect the integrity of golf and the Club by developing and enforcing standards of
conduct, ethical behaviors and implementing good governance;
f) support the development of Members, including the relevant training, education
and development of the Members, including officials, coaches, team managers
and volunteers.
g) Capacity and powers: The Club has, both within and outside New Zealand, full
capacity, rights, powers and privileges to carry on or undertake any activity, do
any act, or enter into any transaction, subject to this Constitution, the Act, any
other legislation, and the general law. They may purchase ,lease, hire or
otherwise acquire ,may exchange ,and may sell , lease or otherwise dispose of
property ,rights or privileges to further carry out its objects as may seem
appropriate, provided however that the Club shall not , in any club year ,spend
more than 25% of the clubs gross annual income (as stated in the previous year’s
annual accounts ), on any one item ,without first having that expenditure approved
by a General Meeting of the club. There shall be no need to any such approval if
the purchase is being in part funded by a specific grant or donation from an
outside source and the amount being contributed from the club’s annual income is
less than the 25% of the club’s gross annual income (as stated in the previous
year’s annual accounts).

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4. Members
4.1 Application: An application to become a member must be on the relevant application
form or by email with all relevant contact details and any other information that may
be required by the committee. All applications are decided by a delegated person or
committee, which may accept or decline an application in its absolute discretion. A
person becomes a member when their application has been accepted and they have
paid the required membership fees and satisfied any other preconditions. Every
person who wishes to become and/or remain a Playing Member must consent to,
remain a member of the Aorangi Golf District Association and Golf NZ, unless not
required to do so by Golf NZ.
4 2 Member consent: A person consents to become a member by submitting an
Application to the Club, by application form or email unless otherwise specified in this
Constitution, and their application is accepted be the Management Committee or a
delegated person/committee.
(a) Full member: is any person aged 19 or over who is already a full member or is
subsequently admitted to full membership, and who has not ceased to be a member
under any other rule.
(b) 9-Hole Member :is any person aged 19 or over who is already a nine hole
member or is subsequently admitted to nine hole membership and who has not
ceased to be a member under any other rule .A nine hole member is only permitted
to play nine holes of golf on any one day on any course, except on those days that
the executive has specified that nine hole members may play an additional nine holes
in order to take part in a club event.
(c) Non-Club Day Member: A non-club day member is a member who is not
permitted to take part in any club competitions, nor play on the course during any
club event, and who has not ceased to be a member under any other rule.
(d) Summer/Winter Member: a summer/winter member is any person aged 19 or
over who is already a summer/winter member or is subsequently admitted to
summer/winter membership and who has not ceased to be a member under any other
rule. A summer /winter member is permitted to play only during the summer period
(when daylight saving time applies) or only during the winter period (which is the
period that daylight saving does not apply) whichever period is nominated by the
applicant at the time of application.
(e) Secondary Member: A secondary member is any person aged 19 or over who
is a member of another golf club, who applies for membership as a secondary
member.
(f) Social Member: Social membership allows entry to the clubhouse and club
functions without signing in, no playing rights are applicable.
(g) Twilight Member: Twilight membership allows entry to the clubhouse without
signing in and the right to play on Twilight nights only.
(h) Life Member: A life member is a person honoured for meritorious services to the
club and awarded by the executive and introduced as a life member at the AGM.
Life Membership may be granted in recognition and appreciation of outstanding
service by an individual to the Club. Any Member may nominate an individual to
become a Life Member by giving notice to the President setting out the grounds for
the nomination.
The Sub Committee which consists of Patron, President, Vice President, Men and
Ladies Club Captains must then determine whether the nomination should be
forwarded to a Management Meeting for determination by the Members of the
management committee. Life Members have such rights and benefits as determined
by the Committee.

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The minimum criteria for nomination will include 7 to 10 years on the management
committee with 4 to 6 years in executive positions. These include but are not limited
to Presidents ,Club Captains, Course Managers .There should also be a history of
other voluntary help for the club and or in involvement in significant club projects .A
life member shall have all rights and privileges of a full member and shall be subject
to all duties of a full member except for the paying of the general (or non-playing)
membership subscription, ,(for the purposes of clarification the Life member shall
continue to pay the playing rights for their nominated member class but will not pay
levies for the regional and national levies )
(i) Honoured Member: An honoured member is a person honoured for meritorious
Services to the Club and awarded by the Executive and introduced as an Honoured
at the next AGM. An Honoured member is a member honoured for considerable
Voluntary service to the club, this can be in administration e.g. on sub committees,
coaching, working bees, course maintenance, assisting event organization, bar,
fundraising, but is not limited to these activities. The service would be over an
extended period of time.
Honoured members will be recognized on the Honours Board.
(j) Honourary Member: An honourary member is a person honoured for services
to the club. Or in an associated field, elected as an honourary member by resolution
of a General Meeting passed by two thirds majority of those present and voting, a
honorary member has no membership rights, privileges or duties.

4.3 Member rights and obligations: Members acknowledge and agree that:
(i) they are bound by, and will comply with, this Constitution and the Bylaws, and to
the extent they apply, the rules, procedures or policies of Aorangi District Association
and Golf NZ; and
(ii) they are entitled to all rights and entitlements granted by this Constitution or as
determined by the Committee; and
(iii) to receive, or continue to receive or exercise member rights, they must meet all
the member requirements set out in this Constitution and the Bylaws or as otherwise
set by the Committee, including where required to become and remain a member of
Aorangi Golf District Association and Golf NZ, and payment of any membership or
other fees within the required time period; and
(iv) if they fail to comply with sub-clause 4.3(iii), the Committee may terminate their
membership, but the Member continues to be bound by this Constitution; and
(v) they do not have any rights of ownership of, or the automatic right to use, the
Club’s property, and
(vi) they will promote the interests and purposes of the Club and must not do
anything to bring the Club into disrepute.
(vii) shall advise the secretary of any change of address, email or phone number.
4.4 Suspension of Member: If a member is, or may be, in breach under clause 4.4, and
the Committee believes it is in the best interests of the Club to do so, the Committee
may suspend the Member until final determination of the matter under the dispute
resolution process applicable to the matter. Before imposing any suspension, the
Member must be given notice of the suspension.
4.5 Suspension of Member Rights: Unless otherwise determined by the Committee,
while a member is suspended the Member is not entitled to attend, speak or vote at a
General Meeting or to any other rights or entitlements as a member and is not
entitled to continue to hold office in any position within the Club, until such time as the
alleged breach is resolved or determined.
4.6 Ceasing to be Member: A Member ceases to be a member:
(a) on death;
(b) on giving notice to the Committee of their resignation;

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(c) if their membership is terminated under clause 4.4 which to avoid doubt
includes termination if a member is required to be but ceases to be a member
of Aorangi Golf District Association and Golf NZ;

(d) if their membership is terminated following a dispute resolution process or such

other process set out or referred to in this Constitution.

4.7 Consequences of ceasing to be a member: A Member who ceases to be a member:
(a) remains responsible to pay all their outstanding membership and other fees to
the Club;
(b) must return all the Club’s property if required;
(c) ceases to be entitled to any rights of a member.
4.8 Membership Fees: The Committee will decide any membership and other fees
payable by Members and the due date for those fees. The Committee may determine
different levels of membership fees and other fees for different types of Members.
4.9 Members Register: The Committee will keep an up-to-date Member register, which
includes each Member’s name, Contact Details and Date of joining. A Member must
provide notice to the Club of any change to their Contact Details. The Member
register will be updated as soon as practicable after the Committee becomes aware
of changes of the information recorded in the Member register. The Committee will
keep a record of those who have ceased to be a Club member within the previous 7
years and the date on which they ceased to be a member. All players registered with
NZ golf are recorded on the dot golf system and will be updated annually by Dec 1 st
each year, all other members are recorded in Xero accounting software, or similar
accounting software.

5 General Meetings
5.1 AGM: An AGM must be held once a year at the time, date and place as the
Committee decides, but not more than 6 months after the balance date of the Club.
5.2 Notice of AGM: The Members must be given at least 14 days’ notice of the AGM.
Notice to Members of an AGM, and to avoid doubt any other notice relating to a
General Meeting may be given by posting on the Club’s website and/or by e-mail
and/or other methods approved by the Committee.
5.3 Business of AGM: The following business will be discussed at the AGM:
(a) confirmation of the minutes of the previous AGM;
(b) the Committee’s presentation of the following information during the most
recently completed accounting period:
(i) the annual report;
(ii) the annual financial statements;
(iii) auditor’s report to members on the financial statements reviewed by a
qualified auditor or the review report of the financial statements notice of any
disclosures of conflicts of interest made by officers including a brief summary of
the matters, or types of matters, to which the disclosures relate.
(iv) minutes of previous AGM meeting.
(c) the election of the President, Secretary, Treasurer and other Committee
Members;
(d) consideration of any motions proposing to amend this Constitution that have
been properly submitted for consideration at the AGM;
(e) consideration of any other items of business that have been properly submitted
for consideration at the AGM.

5.4 Notice of Proposed Motions: Members must give written notice of any proposed
motions and other items of business to the Club at least 14 working days before the
notification of the date of the AGM is sent to members.

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5.5 Notice of Agenda: Notice of the agenda containing the business to be discussed at
the AGM must be made available to all persons entitled to attend the AGM at least 7
days before the date of the AGM, by email or by viewing notification at clubhouse, all
notice of motions must be notified in agenda. No additional items of business can be
voted on other than those set out in the agenda, but the Members present may agree
(by Special Resolution or unanimously) to discuss any other items.
5.6 Calling of SGM: SGM may be called by the executive or by written requisition to the
secretary signed by not less than twenty (20) financial members with voting rights.
Any written requisition shall give notice of any motion proposed to be put at the SGM
and brief reasons for that motion.
5.7 Notice of SGM: Members must be given at least 14 days’ notice of the SGM, by
email or notification displayed at the clubhouse unless the Committee, in its
discretion, decides that the nature of the SGM business is of such urgency that a
shorter period of notice is to be given to Members. A SGM may only consider and
deal with the business specified in the request for the SGM.
5.8 Method of Holding Meeting: A General Meeting may be held by a quorum elected
by members and be assembled at the time and place appointed for the meeting,
participating by audio link, audio-visual link or other electronic communication or by a
combination of those methods.
5.9 Quorum: No business may occur at any General Meeting unless a quorum is
present at the meeting’s start time. The quorum for a General Meeting is five (5) of
the Members who are entitled to vote, including Members present by casting votes by
electronic means ([or by proxy) The quorum must always be present during the
Management meeting
5.10 No quorum at AGM: If a quorum (20) twenty is not met within 30 minutes of the
AGM’s scheduled start time, the AGM is adjourned to a day, time and place set by
the chair of the AGM. If no quorum is met at the further AGM, the Members present,
in person or through audio, audio visual link or other electronic communication, 15
minutes after the further AGM’s scheduled start time are deemed to constitute a valid
quorum.
5.11 No quorum at SGM: If a quorum of twenty (20) is not met within 30 minutes of the
scheduled start time of the SGM, the SGM is cancelled.
5.12 Control of General Meeting: President chairs General Meetings. If that person is
unavailable, another Committee Member (appointed by the Committee) will preside.
In the absence of both of those persons, the Members present will elect a person to
chair the General Meeting. If members have searching questions of the committee a
person who is not a committee member may be in a better position to ensure good
control of the meeting. If the chair of the meeting is standing for re-election, another
person should chair that part of the meeting.
5.13 Omissions and irregularities: The General Meeting and its business will not be
invalidated if one or more Members do not receive notice of the meeting. The
General Meeting and its business will not be invalidated by an irregularity, error or
omission in notices, agendas and papers of the meeting or notice within the required
time frame or the omission to give notice to all Members and any other error in the
organisation of the meeting if:
(a ) the Chair of the meeting in their discretion determines that it is still appropriate for
the mmeeting to proceed despite the irregularity, error, or omission; and
( b) a motion to proceed is put to the meeting and a majority, of two-thirds of votes
cast, is obtained in favour of the motion to proceed.

5.14 Attendance: Members and any other persons invited by the Committee are eligible
to attend and speak at General Meetings. Other persons may be e.g.
auditor/reviewer, Patrons etc. All Members have a right to attend an AGM.
5.15 Voting: The voting rights and entitlement for Members to exercise on any motion at
any meeting in person (or by proxy) is financial members with full 18 hole and full 9
hole playing rights , financial members with restricted 18 hole and 9-hole

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winter/summer playing rights and restricted non club day playing rights , financial
junior members who are 18 years old, Life Members and honoured members are all
entitled to vote . For the avoidance of doubt, it is recorded that financial secondary,
general members ,juniors under 18, social members and twilight members are not
entitled to vote.
5.16 Voting by electronic means: Voting by electronic means is permitted.
5.17 Voting by proxy: Proxy voting is permitted. The Chair of the General Meeting must
receive notice of the proxy signed by the Member prior to the start of the meeting on
the prescribed form.
5.18 Conduct of Voting: Voting is conducted by the methods appropriate to the manner
in which the meeting is being held. This may be voices or a show of hands or by
electronic means as determined by the Committee in advance of the meeting or by
the Chair of the meeting, unless a secret ballot is called for and approved by the chair
or majority of Members or as otherwise required under this Constitution.
5.19 Minutes: Minutes must be kept of all Meeting including AGMs. SGM and
management meetings.
5.20 Resolution: An Ordinary Resolution of Members at a management Meeting is
sufficient to pass a resolution, except as specified in the Act or this Constitution.
5.21 Resolution passed in lieu of meeting: A resolution in writing signed or consented
to by email or other electronic means by a [percentage that is 75 or higher (75% is
required under the Inc Soc Act) the majority of Members entitled to vote is valid as if
it had been passed at a General Meeting provided the requirements under sections
89 to 92 of the Act are complied with. Any resolution may consist of several
documents in the same form each signed by one or more Members. Section 90, Inc
Soc Act requires that the proposed resolution under section 89:
 is dated with the date on which the proposed resolution is first sent to a person
entitled to vote for the purpose of approval (the circulation date); and
 is sent to an address for each person who is entitled to vote; and
 as far as is reasonably practicable, is sent on the circulation date; and
 states that the proposed resolution lapses if it is not passed within 3 months (or
any shorter period provided in the constitution) after the circulation date.
Section 91, Inc Soc Act provides that an accidental omission to send a proposed
resolution or statement under Section 90 to a person entitled to vote does not
invalidate a resolution passed under Section 89. Section 92, Inc Soc Act provides the
society must send a copy of the resolution to all those entitled to vote who did not
approve the resolution and on whose behalf the resolution was not approved within 5
working days after a resolution is passed.
6 Committee
6.1 Functions and powers: Subject to any modifications, exceptions, or limitations
contained in the Act or in this Constitution the Committee must manage, direct or
supervise the operation and affairs of the Club and has all the powers necessary for
managing, and for directing and supervising the management of, the operation and
affairs of the Club. The Committee does not have the power to borrow or sell/acquire
assets or grant security without the consent of the members.
6.2 Composition: The Committee consists of the President, the Secretary, the Treasurer,
Vice President, Men’s Club Captain, Women’s Club Captains and their deputy’s, a
Course Convenor, 9-hole representative, Past President (1 year after serving ), and 4
other persons elected at the AGM.
If all these roles have not been filled elected members, may ensure all functions are
preformed and allow the committee to assign people to positions/tasks.

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6.3 Role of President: The President will engage in activities agreed with the Committee
which may include activities to promote the Club, good relations and communications
between Members and the reputation and best interests of the Club, and to preside at
Club events.
6.4 Role of Secretary: The Secretary will:
(a) Attend to all correspondence and keep minutes of all Meetings and any
Committee meetings and ensure that any subcommittee keeps minutes; and
(b) Keep all records and generally perform all the secretarial work of the Club. With
the written approval of the Committee these tasks may be varied or delegated
but the Secretary remains responsible to the Committee for their performance.

6.5 Role of Treasurer: The Treasurer will:
(a) Monitor receipt of funds by the Club and pay all accounts approved by the
Committee. The Committee may delegate levels of payment to the Treasurer
by written authority;
(b) Invest all funds of the Club in the manner directed by the Committee; and
(c) Keep the Club’s financial accounts, submit appropriate financial statements at
the AGM and undertake other tasks required by the Committee.
6.6 Election of Committee Members: Committee Members are elected as
follows:
(a) The Committee must call for nominations for any Committee Member positions
that are to be vacated at an AGM at least 14 days prior to AGM meeting .
(b) Nominations are made on the form decided by the Committee, listing all officer
nominees and such information as may be required by the secretary by or on behalf
of each nominee in support of the nomination and must be received by the date set
by the Committee, being at least 5 days before the AGM;
(c) The committee must give notice of the nominations to all members at and are
displayed on the information Board at Club house for all members to view.
(d) At the AGM, if there are more nominees than number of positions available, the
election is by secret ballot, unless otherwise decided by the Chair of the
General Meeting and approved by a Special Resolution of Members. If a secret
ballot is held, two scrutineers must be appointed at the General Meeting to
count the votes;

(e) Those nominees who have the highest number of votes in their favour to fit the

number of vacant positions are declared elected;
(f) The number of votes for one or more nominees is equal to another nominee; a
further vote will be held between the tied nominees;
(g) If there is only one nominee for a vacant position, that person is declared to be
elected without the need for a vote.

6.7 Qualification: Every Committee Member must, in writing:
(a) Consent to be a Committee Member; and
(b) Certify that they are not disqualified from being elected or holding office as a
Committee Member by this Constitution or under section 47 of the Act or under
section 36B of the Charities Act 2005. Section 47 of the Inc. Soc. Act sets out
disqualifying factors e.g. under 16 years old, an undischarged bankrupt, a
person who is prohibited from being a director under other legislation, a person
who is disqualified from being an officer of a charity etc.

6.8 Disqualification: The following persons are disqualified from being elected or
holding office as a Committee Member:
(a) A person who is an employee of, or independent contractor to, the Club. A
person who is not a financial member or a social member.
(b) A person who is disqualified from being elected or holding office as a
Committee Member under section 47 of Act or under section 36B of the
Charities Act 2005.
(c) A person who has been removed as a Committee Member following a process
under this Constitution or any Bylaw.

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If an existing Committee Member becomes or holds any position in (a) above then
upon their appointment to such a position, they are deemed to have vacated their
office as a Committee Member. If any of the circumstances listed in (b) above occur
to an existing Committee Member, they are deemed to have vacated their office upon
the relevant authority making an order or finding against them of any of those
circumstances.
6.9 Term of Office: The term of office for all Committee Members is two years, expiring
at the end of the relevant AGM. A Committee Member may be re-elected to the
Committee for 6 consecutive terms of office or in different roles. The term of any
period served to fill a Casual Vacancy is disregarded for the purposes of calculating
the total term served.
6.10 Casual Vacancy: If a Casual Vacancy arises, the remaining Committee Members
may:
(a) Appoint a person of their choice to fill the Casual Vacancy until the expiry of the
term of the person they replace; or
(b) Appoint a person of their choice to fill the Casual Vacancy only until the next
AGM, at which a person is elected to fill the remainder of the term of the Casual
Vacancy; or
(c) May leave the Casual Vacancy unfilled until the next AGM, at which a person is
elected to fill the remainder of the term of the Casual Vacancy.

6.11 Suspension of Committee Member: If any Committee Member is or may be the
subject of an allegation, notice or charge described under clause 6.12 or any
circumstances arise in relation to a Committee Member which are or may be of
concern to the Committee, the remaining Committee Members may by Special
Resolution suspend the Committee Member from the Committee and set conditions
as it requires pending the final determination of the allegation, notice, charge or
circumstances. Before imposing any suspension, the Committee Member must be
given notice of the suspension.
6.12 Removal of Committee Member:
(a) The Committee may, by Special Resolution, remove any Committee Member
from the Committee before the expiry of their term of office if the Committee
considers the Committee Member concerned:

(a) has seriously breached duties under this Constitution or the Act; or
(b) is no longer a suitable person to be a Committee Member.
(b) The Committee Member who is the subject of the motion is counted for the
purpose of reaching a quorum but will not participate in the vote on the motion.
(c) Before considering a motion for removal, the Committee Member who is the
subject of the motion must be given:
(i) Notice that a committee meeting is to be held to discuss the motion to
remove the Committee Member; and
(ii) adequate time to prepare a response; and
(iii) the opportunity prior to the Committee meeting to make written
submissions; and
(iv) the opportunity to be heard at the Committee meeting.

6.13 Committee Member ceasing to hold office: A person ceases to be a Committee
Member if:
(a) their term expires; or
(b) the person resigns by delivering a signed notice of resignation to the
Committee; or
(c) the person is removed from office under this Constitution; or
(d) the person becomes disqualified from being an officer under section 47(3) of the
Act; or
(e) the person dies.
6.14 Subcommittees:
(a) In exercise of its powers, the Committee may appoint subcommittees.

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(b) The Committee may determine, in writing, conditions for the operation of a
subcommittee including the duration of its appointments and its powers.
(c) Any determination in relation to operational conditions shall have effect until
rescinded by the Committee and is not to be affected by reason only of a
change in the composition of the Committee or the subcommittee.
(d) Sub Committees have no power to delegate the powers delegated to it by the
committee.
7.0 Committee Meetings
7.1 Calling meetings: Committee meetings may be called at any time by the Chair or by
quorum of Committee Members, but generally the Committee meets monthly and
members are notified by email a minimum of 7 days out .
7.2 Meeting procedure: Except to the extent specified in the Act or this Constitution, the
Committee may regulate its own procedure.
7.3 Quorum: The quorum for a committee meeting is 5 Committee Members. Any
Committee Member may be counted for the purposes of a quorum, participate in any
and vote on any proposed resolution at a committee meeting without being physically
present. This may only occur at committee meetings by audio or audio-visual link or
other electronic communication provided that all persons participating in the
committee meeting can hear each other effectively and simultaneously.
7.4 Chair: The President will chair committee meetings, If the President is unavailable,
another Committee Member must be appointed by the Committee to undertake the
Chair’s role during the period of unavailability.
7.5 Voting: Each Committee Member has one vote. Voting is by voices or on request of
any Committee Member by a show of hands or by a ballot. Proxy and postal votes
are permitted. If there is an equality of votes the Chair has the casting vote.
7.6 Resolution in writing: A resolution in writing signed or consented to by email or
other electronic means by a majority of Committee Members is valid as if it had been
passed at a committee meeting. Any resolution may consist of several documents in
the same form each signed by one or more Committee Members.
8 Officers’ Duties
An officer :
(a) when exercising powers or performing duties as an Officer, must act in good faith and
with a duty of care in what the Officer believes to be the best interests of the Club;
(b) must exercise a power as an Officer for a proper purpose;
(c) must not act, or agree to the Club acting, in a manner that contravenes the Act or this
Constitution;
(d) when exercising powers or performing duties as an Officer, must exercise a duty of
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 the Club, the nature of the decision and the position of the Officer and the
nature of the responsibilities undertaken by them;
(e) must not agree to the activities of the Club being carried on in a manner likely to create
a substantial risk of serious loss to the Club’s creditors or cause or allow the activities
of the Club to be carried on in a manner likely to create a substantial risk of serious
loss to the Club’s creditors;
(f) must not agree to the Club incurring an obligation unless the Officer believes at that
time on reasonable grounds that the Club will be able to perform the obligation when it
is required to do so; and

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(g) when exercising powers or performing duties as an Officer, may rely on reports,
statements, and financial data and other information prepared or supplied, and on
professional or expert advice given, by any of the following persons:
(i) an employee whom the Officer believes on reasonable grounds to be reliable
and competent in relation to the matters concerned;
(ii) a professional adviser or expert in relation to matters that the officer believes on
reasonable grounds to be within the person’s professional or expert competence;
or
(iii) other Officer or subcommittee of Officers on which the Officer did not serve in
relation to matters within the Officer’s or subcommittee’s designated authority, if
the Officer, acts in good faith, makes proper inquiry where the need for inquiry is
indicated by the circumstances, and has no knowledge that the reliance is
unwarranted.
9 Interests
9.1 Register of interests: The Committee must keep a register of interest disclosures
made by Officers.
9.2 Duty to disclose interest: An Officer who is Interested in a Matter relating to the Club
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, as soon as practicable
after the officer becomes aware that they are interested in the Matter and include it in
the register of interests.
9.3 Consequences of being Interested: A Committee Member who is Interested in a
Matter:
(i) must not vote or take part in a decision of the Committee relating to the Matter,
unless all non-interested Committee Members consent;
(ii) must not sign any document relating to the entry into a transaction or the
initiation of the Matter, unless all non-interested Committee Members consent;
(iii) must not take part in any Committee discussion relating to the Matter or be
present at the time of the Committee decision, unless all non-interested
Committee Members consent;
(iv) may be counted for the purpose of determining whether there is a quorum at any
meeting at which the matter is considered.

9.4 Calling of SGM: Despite clause 5.6, if 50% or more Committee Members are
Interested in a Matter, an SGM must be called to consider and determine the Matter.
9.5 Notice of Failure to Comply: The Committee must notify Members of a failure to
comply with section 63 or 64 of the Act, and of any transactions affected, as soon as
practicable after becoming aware of the failure.
10 Patrons
A person may be invited by the Committee to be a Patron to show their support for
the Club and to help establish or maintain public credibility of the Club. A Patron is
entitled to attend and speak at General Meetings but has no right to vote, unless they
are a playing financial member with voting rights.
11 General Manager
11.1 Role of General Manager: The Committee may engage a General Manager. The
General Manager is under the direction of the Committee and is responsible for the

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day-to-day management of the Club under this Constitution and the Bylaws and
within any delegated authority from the Committee.
11.2 Committee involvement: The General Manager may attend Committee Meetings if
or when required by the Committee but has no voting rights.
12 Finances
12.1 Control and management of finances: The funds and property of the Club are
controlled, invested and disposed of by the Committee, subject to this Constitution
and devoted solely to the promotion of the purposes of the Club set out in clause 3 .
12.2 Balance date: The Club’s balance date is 31st August or as the Committee decides.
12.3 Review of financial statements: the Club’s financial statements will be reviewed
each year and the reviewed financial statements will be submitted to the AGM. The
Reviewer will be appointed by the Committee. The financial statements must be
signed by two members of the committee and be submitted for registration to
appropriate groups once approved by members at the AGM.
12.4 No Personal Benefit: The Officers and Members may not receive any distributions of
profit or income from the Club. This does not prevent Officers or Members:
(i)receiving reimbursement of actual and reasonable expenses incurred, or
(ii) entering into any transactions with the Club for goods or services supplied to
or from them, which are at arms’ length, relative to what would occur between
unrelated parties, provided no Officer or Member is allowed to influence any
such decision made by the Club in respect of payments or transactions between
it and them, their direct family or any associated entity.

13 Indemnity and Insurance
13.1 Indemnity: The Club indemnifies its current and former Officers, Members and
employees as permitted by section 96 of the Act.
13.2 Indemnity for Officers: The Association is authorised to indemnify an Officer under
section 96 of the Act or effect insurance for an Officer under section 97 of the Act for
the following matters:
(i) liability (other than criminal liability) for a failure to comply with a duty under
sections 54 to 61 of the Act or any other duty imposed on the Officer in their
capacity as an Officer.

14 Amendments
14.1 Amendments: This Constitution may only be amended or replaced by Special
Resolution of Members at a General Meeting. If the amendment would have no more
than a minor effect or is to correct errors or makes similar technical alterations then
the club can instead follow the process that allows you to do this set out in section
31, Inc Soc Act. The process is for the committee to ensure that written notice of the
amendment is sent to every member. The notice must state the text of the
amendment and the right of the member to object to the amendment. If no objection
from a member is received within 20 working days after the date on which the notice
is sent, the committee may make the amendment. However, if an objection is
received, the society may not make the amendment under section 31.
14.2 No Amendment: No addition to, deletion from or alteration of this Constitution may
be made which would allow personal pecuniary profits to any individuals.

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15 Bylaws and Integrity
15.1 Bylaws: The Committee may make and amend Bylaws for the conduct and control of
the Club’s activities and codes of conduct applicable to Members. Any Bylaw must be
consistent with this Constitution, the Club’s purposes set out in clause 3 , the Act and
any other laws. All Bylaws are binding on the Club and the Members. The making,
amendment, revocation, or replacement of a Bylaw is not an amendment of this
Constitution.
15.2 Definition: In this clause Integrity Code means an integrity code issued by the
Integrity Sport and Recreation Commission under section 19 of the Integrity Sport
and Recreation Act 2023.
15.3 Integrity Code Binding: If Golf NZ adopts an Integrity code, the club is bound
by it.
15.4 Application to Members: If Golf NZ adopts an Integrity Code, all Members of the
Club agree to the application of the Integrity Code to them and agree to be bound by
it.
16 Dispute Resolution

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16.1 Definitions: In this clause 0 :
Dispute means a disagreement or conflict between and among any one or more
Members, any one or more Officers and the Club, that relates to an allegation that:
(i) a member or an Officer has engaged in misconduct; or
(ii) a member or an Officer has breached, or is likely to breach, a duty under
this Constitution or the Act; or
(iii) the Club has breached, or is likely to breach, a duty under this
Constitution or the Act; or
(iv) a member’s rights or interests as a member have been damaged or
Members’ rights or interests generally have been damaged.
an Officer is a reference to an Officer acting in their capacity as an Officer.
16.2 Application of other legislation to a Dispute: The Disputes Procedure will
not apply to a Dispute to the extent that other legislation requires the Dispute to be
dealt with in a different way. The Disputes Procedure will have no effect to the extent
that it contravenes, or is inconsistent with, that legislation.
16.3 Application of other procedures under this Constitution or in a Bylaw:
If the Dispute is dealt with by a separate procedure under this Constitution or in a
Bylaw (Other Procedure), that Other Procedure applies to the exclusion of the
Disputes Procedure. If any part of the Other Procedure is inconsistent with the rules
of natural justice, that part will not apply, but the remainder of the Other Procedure
will continue to apply together with adjustments as determined by the Committee in
its discretion so that the Other Procedure is consistent with the rules of natural
justice. If the conduct, incident, event or issue does not meet the definition of a
Dispute and is managed by any Other Procedure, that Other Procedure applies to the
exclusion of the Disputes Procedure.
16.4 Application of the Disputes Procedure: If the Dispute is not required by other
legislation to be dealt with in a different way and it is not dealt with by any Other
Procedure, the Disputes Procedure applies to the Dispute.
Disputes Procedure
16.5 Raising a complaint:
(a) A Member or an Officer may start the Disputes Procedure (a Complaint) by
giving written notice to the Management Committee setting out:
(i) the allegation to which the dispute relates and who the allegation is
against; and
(ii) any other information reasonably required by the Club.
(b) the club may make a complaint involving an allegation against a member or an
Officer by giving notice to the person concerned setting out the allegation to
which the Dispute relates
(c) The information given must be enough to ensure a person against whom the
Complaint is made is fairly advised of the allegation concerning them, with
sufficient details given to enable them to prepare a response.

16.6 Investigating and determining Disputes: Unless otherwise provided, the Club must
as soon as be reasonably practicable after receiving or becoming aware of a
Complaint, ensure the Dispute is investigated and determined. Disputes must be dealt
with in a fair, efficient, and effective manner.
16.7 Decision to not proceed with a matter: Despite the contents of the Disputes
Procedure, the Club may decide not to proceed with a matter if:
(a) the Complaint is trivial; or
(b) the Complaint does not appear to disclose or involve any allegation of the
following kind:
(i) any material misconduct; or
(ii) any material breach or likelihood of material breach of a duty under this
Constitution or the Act; or

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(iii) any material damage to a member’s rights or interests or Members’ rights
or interests generally; or

(c) the Complaint appears to be without foundation or there is no apparent evidence
to support it; or
(d) the person who makes the Complaint has an insignificant interest in the matter,
or
(e) the conduct, incident, event, or issue giving rise to the Complaint has already
been investigated and dealt with under this Constitution; or
(f) there has been an undue delay in making the Complaint.
16.8 Complaint may be referred: The Club may refer a Complaint to:
(a) a hearing body or person authorised, delegated or appointed by the Committee
to hear and resolve Disputes,
(b) a subcommittee or an external person to investigate and report; or
(c) type of consensual dispute resolution with the consent of all parties to the
Complaint.

16.9 Hearing Body: The Committee may determine the composition, jurisdiction,
functions and procedures of, and any sanctions which can be imposed by, any
Hearing Body. Each Hearing Body has delegated authority by the Committee to
resolve, or assist to resolve, Complaints.
16.10 Bias: An individual may not be part of a Hearing Body in relation to a
Complaint if two or more members of the Committee or of the Hearing Body consider
there are reasonable grounds to believe that the individual may not be impartial, or
able to consider the matter without a predetermined view.
16.11 Complainant’s right to be heard:
(a) The Member or Officer has a right to be heard before the Complaint is resolved
or any outcome is determined. If the Club makes a Complaint, the Club has a
right to be heard before the Complaint is resolved or any outcome is
determined, and a Committee Member may exercise that right on behalf of the
Club.
(b) A Member or Officer or the Club must be taken to have been given the right if:
(i) the Member or Officer or the Club has a reasonable opportunity to be
heard in writing or at an oral hearing, if one is held; and
(ii) an oral hearing is held if the Hearing Body considers that an oral hearing is
needed to ensure an adequate hearing; and
(i) an oral hearing, if any, is held before the Hearing Body; and
(iv) the Member’s or Officer’s or the Club’s written statement or submission is
received.

16.12 Respondent’s right to be heard: The Member or Officer who, or the Club which, is
the subject of the Complaint (Respondent) has a right to be heard before the
Complaint is resolved or any outcome is determined. If the Respondent is the Club, a
Committee Member may exercise the right on behalf of the Club. A Respondent
must be taken to have been given the right if:
(a) the Respondent is fairly advised of all allegations concerning the Respondent,
with sufficient details and time given to enable the Respondent to prepare a
response; and
(b) the Respondent has a reasonable opportunity to be heard in writing or at an
oral hearing, if one is to be held; and
(c) an oral hearing is held if the Hearing Body considers that an oral hearing is
needed to ensure an adequate hearing; and
(d) an oral hearing, if any, is held before the hearing Body; and
(e) the Respondent’s written statement or submissions, if any, are considered by
the Hearing Body.

16.13 Appeals: There is no right of appeal or right of review of a decision unless
specified. Members have the right to appeal decisions of the Club to Golf NZ but only
if a right of appeal is permitted under the constitution and regulations of Golf NZ.

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16 Liquidation and removal
16.2
The Committee must give notice to all Members at least 20 Working Days of a
proposed motion: Notice:
(a) to appoint a liquidator;
(b) to remove the Club from the Register of Incorporated Societies; or
(c) for the distribution of the Club’s surplus assets.
The notice must comply with section 228 of the Act and include details of the General
Meeting at which the proposed motion is to be considered.: (Section 228 requires the
committee send written notice of the resolution to every member at least 20 working
days before the general meeting at which the resolution is to be submitted.) The
notice must state:
 the time and place of the meeting;
 the nature of the business to be transacted at the meeting in sufficient detail to
enable a member to form a reasoned judgement in relation to it;
 the text of the resolution;
 the right of a member to appoint a proxy or to cast a vote by post or electronic
means (in all cases, if the society’s constitution allows); and
 for a resolution under section 216(1)(c) (disposing surplus assets), a statement
confirming that the committee has had regard to the society’s purposes.
17.2 Special Resolution: Any resolution for a motion set out in clauses 5.21
must be passed by a Special Resolution of Members.
17.3 Surplus assets: The surplus assets of the Club, after the payment of all
costs, debts and liabilities, must be disposed of for such charitable or sporting
purposes in Temuka or its surrounding districts, the recipients must be not for
profit charitable or sporting groups. This decision:
(a) may be decided by the club and recorded in the resolution to wind up
(b) as may be decided by the court, but no distribution shall be made to any
member.
18 Matters not provided for

18.1 If any matter arises that, in the opinion of the Committee, is not provided
for in this Constitution or any Bylaws, or if any dispute arises out of the
interpretation of this Constitution or the Bylaws, the matter or dispute will be
determined by the Committee.

19 Transition
19.1 Transition: This clause applies to facilitate transition of the Club from the
previous [rules/constitution] to this Constitution. If this clause is inconsistent
with any other clause in this Constitution, this clause applies to the extent of the
inconsistency and the other clause will not .
19.2 Committee during transition period: Subject to the Act, the Committee
may amend any requirement for and/or the date by which this Constitution
requires anything to be done. This clause applies for 6 months from date of
lodgement and is solely to enable flexibility in the transition of the Club from
the previous Constitution to this Constitution and to correct any unintended
consequences occurring through different wording being used.