New Zealand Open Source Society Constitution

NAME

The name of the organisation shall be: The New Zealand Open Source Society Incorporated (the Society).

DEFINITIONS, REFERENCES AND INTERPRETATION

References

In this Deed, unless the context otherwise requires, any references to:

'acceptance'

means acceptance of a prospective member's application to join the Society by Council on such terms and into such membership class as Council shall in its discretion decide;

'agreement'

means any instrument, contract, deed, licence, franchise or legally enforceable arrangement, undertaking or understanding, (in each case whether or not in writing and whether express or implied);

'appellation'

means the abbreviation letters signifying the professional standing of each class of membership that the member may use after his or her name on any document;

'Appointed officer'

means any Officer who is not elected but who holds an office that is filled at the direction and on pleasure of Council who is charged with responsibility to the Council to manage or conduct part of the affairs of the Society. The title and role of any Appointed Officer shall be defined in the Constitution;

'Bylaws'

has the same meaning as Regulation;

'Code of Ethics'

means the Code of Ethics that is attached to this Constitution that is a Code of the Council which shall come into force on incorporation and shall be deemed to have been promulgated by Council and shall remain in force until Council exercises its powers to add to, amend or repeal the Code of Ethics;

'Code'

has the same meaning as Regulation and shall include the Code of Ethics;

'costs'

includes all legal, valuation, inspection and other costs, charges, disbursements, expenses, outgoings, fees, losses, liabilities and other similar amounts (including all legal fees on a solicitor to client basis and stamp duty) and any duties, GST, or similar tax payable on such costs. Such costs may also arise by being incurred in, or of and incidental to, the negotiation, preparation, execution, delivery, completion, registration, stamping, administration, performance and enforcement of an agreement and all other ancillary agreements and documents and any variation, modification or amendment of it and the exercise or enforcement of rights under an agreement or document ( including this Constitution and particularly the Rules 4.9 and 4.10 ) between the Society and its members or other parties;

'Council'

means the Council of the New Zealand Open Source Society;

'Days'

in respect of the service of notices means the whole number of days from the sending of the notice and shall include all days of the week and statutory holidays;

'Development'

means the activity of designing and coding software applications;

'document'

includes any agreement in writing and any deed, certificate, notice, instrument or document of any kind;

'dollars'

or '$' or sums of money are (except as expressly provided) references to sums of money denominated in the lawful currency of New Zealand;

'Elected officer'

means any Officer who is elected to office or who holds an office that is filled at the direction and on pleasure of Council pending the next Annual General Meeting of Members. The title and role of any Elected Officer shall be defined in the Constitution;

'Ex Officio officer'

means any Officer who is not elected but who holds an office due to having been an Elected Officer. The title and role of any Ex Officio Officer shall be defined in the Constitution;

'Fees'

has the same meaning as subscriptions;

'Full Council Meeting'

means a meeting of Council that may not be called at short notice and that must be attended by a quorum of Council members which shall include not less than 50 percent of elected officers. The rights powers and duties of such a meeting shall not be delegated nor be able to be delegated;

'guarantee'

includes any guarantee, indemnity, performance bond, letter of credit or other assurance and any other like obligation of any person to pay, purchase or provide funds (called 'the method of payment') on behalf others (called 'the principals). The term 'the method of payment' includes the advance of money, the purchase or subscription of hares or other securities, the purchase of assets or services, or otherwise for payment of the obligation or to indemnify against the consequences of default of the principals. The term 'the principals' includes the guarantor as a joint tenant, shareholder or holder of a like interest as a principal or having an interest in the principal. The terms 'guarantor' and 'guaranteed' shall be construed accordingly;

'Honorary Officer'

means any Officer who is not elected but who holds an office that is filled at the direction and on pleasure of Council who is charged with responsibility to the Council to provide professional advice or services. Nothing in this Constitution shall be construed nor may the Council require of any Honorary Officer that any Honorary Officers accept responsibility for the affairs of the Society beyond those imposed in the discharge of that Honorary Officer's professional duty. The title and role of any Honorary Officer shall be defined in the Constitution;

'indebtedness'

shall include any obligation (whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for payment or repayment of money;

'Non financial'

means in the context of members a member who has not paid subscriptions when the subscription fee due;

'Notice'

has the same meaning as in Rule 10.4 of this document;

'Office holding'

means regarding the rights of members the right of members to stand for election or accept being co-opted onto Council;

'Officer'

means a person having a defined role according to this Constitution as a member of the Council or having a defined administrative or advisory role with the Society and shall include Appointed, Elected, Ex Officio and Honorary Officers;

'open source software'

will be any software that is distributed under a license that has been approved by the Open Source Initiative, or any license that is approved by the Society membership. An Open Source License will generally give the user the right to use, distribute and modify the software. As a practical matter of ensuring the user is able to modify the software the source code should be supplied with binary executable software.

'order as to costs'

means any order of Council against a member or former or expelled member to pay the costs of or related to any disciplinary proceedings of the Society initiated in relation to conduct of the member or former or expelled member while member including the party party costs of the Society's legal counsel and such order shall specify the terms on which the costs shall be paid after giving an opportunity to the member or former or expelled member to make representations as to ability to pay. Such order shall be owed as a liquidated sum and shall be provable at law by production of a copy of the minute of Council containing the order certified as a true and correct copy by the Secretary.

'Ordinary Resolution'

means a resolution of members passed by a simple majority of members voting at a meeting of members;

'Participation'

means in the context of member rights the right of a member to participate in or serve on any committee or sub-committee of Council;

'person'

includes reference to any natural person, company, corporation, firm, partnership, joint venture, society, organisation or other group or association of persons (whether incorporated or not), trust, state or agency of state, statutory or regulatory body, local authority, government or governmental or semi-governmental body or agency (in each case whether or not having separate legal personality) and includes a party to this Agreement;

'Regulation'

shall mean, unless the context otherwise clearly requires a different meaning, any written direction of Council regulating its relationship with members or the relationship between members or standards of conduct of members the subject of which are within the powers of Council contained in this Constitution and Rules and shall include the Code of Ethics, any Code or Bylaw;

'Rights'

means in the context of members, member's defined rights as set out in the Constitution and otherwise at law;

'Security interest'

includes any guarantee, mortgage, pledge, lien, debenture, assignment, hypothecation, fixed or floating charge, encumbrance, deferred purchase, trust, title retention, contractual right of set off, lease, financial lease, sale-and-repurchase or sale-and-leaseback arrangement or other security interest of any nature;

'Speaking'

means within the context of member rights the right to speak at meetings of members within standing orders;

'Special resolution'

means a resolution of members passed by a 75 percent majority of members voting at a meeting of members;

'Sponsor'

means within the context of membership the number of and class of member required to support a prospective members application for membership or application of a member for elevation from a subordinate class of membership to a higher class of membership;

'Subscriptions'

means membership fees payable in such amounts and on such terms as shall be from time to time determined by Council;

'Term'

means within the context of membership the period when a member must unless dispensation is given by Council remain a member of that class of membership before qualifying for elevation to a higher class of membership;

'Transmittal service'

means regarding any document a method of transmittal of the document or all the information appearing in the document either by delivery, post, facsimile, telex, email or other acknowledged computer to computer transmission;

'Voting'

means in the context of member rights the right of members to vote at any meeting of members for candidates for Council. This shall include non financial members, where the Council has by regulation to be circulated with the notice of meeting, declared that non financial members may vote if the arrears of subscriptions are not greater than a prescribed amount in dollars or overdue for more than a prescribed number of months;

Any reference to legislation, statute, regulation, ruling, code, rules or ordinance includes reference to any modification, substitute for, consolidation or reenactment of it and any regulation, order in council or other instrument from time to time made or issued thereunder;

A document or agreement between the Society and any other party includes such document or agreement as modified varied, supplemented, novated, replaced or substituted from time to time;

Any times or dates are to times and dates in New Zealand; References to recitals, clauses, subclauses, schedules or annexures in the Constitution and Rules are references to the recitals, clauses, subclauses, schedules and annexures of the Constitution and Rules;

Accounting Terms:

Unless otherwise expressly defined in the Constitution and Rules, expressions or descriptions used in the Constitution and Rules concerning accounting or reporting functions shall (except where the context otherwise requires) bear the meanings ascribed to those expressions according to generally accepted accounting principles as applied in New Zealand and where applicable as defined in Statements of Standard Accounting Practice issued by the Council of the New Zealand Society of Accountants and in force at the date of the Constitution and Rules or brought into force thereafter.

General:

In the Constitution and Rules unless the context otherwise requires:

• Words (including words defined in the Constitution and Rules) denoting the singular number only shall include the plural and vice versa;

• Words denoting any gender shall include all other genders;

• Any period shall (unless the contrary is expressly stated) include the whole of the day on which the period commences and the whole of the day on which it expires;

Use of Capital Letters:

Defined words and expressions are indicated in this Deed by initial capital letters for convenience only. The absence of initial capital letters shall not imply that the word or expression is used with a different meaning from that given by its definition.

Headings etc:

Headings, marginal notes and the table of contents (if any) are included for convenience only and shall not affect the interpretation of the Constitution and Rules.

OBJECTS

Education

To advance education by:

1. Developing educational materials covering the use of hardware and software developed under the Open Source Paradigm in Educational Institutions, Government, Private Enterprise and the Community.

2. Encouraging the development of support services to address the support requirements that Educational Institutes, Government, Private Enterprise and the Community may require in order to use hardware and software covered by the Open Source Paradigm.

3. Supporting or operating Workshops, Seminars and other Events that educate about or support the development of hardware and software under the Open Source Paradigm in New Zealand.

4. Raising public awareness of the benefits of using hardware, software and services based on the Open Source Paradigm.

5. Providing professional literature, newsletters, journals and other material regarding the Open Source Paradigm.

6. Advancing the state of knowledge and techniques in hardware, software and services development under the Open Source Paradigm to foster high standards of design, development and coding.

7. Initiating or assisting with scholarships, awards, grants, or other support, for students participating in or learning about the Open Source Paradigm.

Affiliate with other bodies

To subscribe to, or affiliate with other bodies with similar objects. The open source community may, in accordance with its inclusive philosophy, affiliate with or support organisations that:

• support only some of the initatives supported by the NZOSS; or

• support concepts which exclude certain open source licenses; or

• are supported from or have links to organisations that are not supportive of NZOSS.

Acquire assets

To acquire real and personal property to support the activities of the Society.

Provide premises

To provide premises for the use of members and the secretariat.

Maintain a secretariat

To maintain a secretariat to assist in the furtherance of the objects of the Society.

Acquire the membership of other societies

To acquire the membership of other societies involved in source software and if Council resolves it is necessary to do so to provide to the officers, members or liquidators of such societies guarantees regarding:

• the continuing conduct of activities of those societies and/or

• meeting the liabilities of those societies if such society is to be liquidated and/or

• protection of member interests of the members of those societies

• such other matters as may arise out of assuming the membership of those societies which Council considers at a Full Council Meeting are likely to benefit all members of the Society.

Enter business

To enter business either on its own account or in partnership to provide member services, open source software exhibitions conferences or similar promotional or educational events and services to the public related to promotion or ancillary to the services provided by members to the public.

Voice of open source software development

To act as the authoritative voice of open source software development within New Zealand for New Zealand and for New Zealand overseas.

Our philosophy

Open source is by nature inclusive rather than exclusive. The principle of inclusiveness is the foundation of the NZOSS and the objective for its members in general.

MEMBERSHIP

General

Membership of the Society shall be available by application, as Regulations may prescribe, to all persons involved in open source software.

National register

The Secretary, or such other officer as the Council may direct, shall keep a national register of all members listing their names, addresses, classes of membership, regions and dates of admission.

Classes of membership

There shall be seven classes of membership:

Associate Member

Any real individual.

• Acceptance: Automatic - Veto by Council

• Fees: No Fees

• Rights: Speaking, Participation, Non-Voting.

Student/Senior Member

Any student of an educational institution, or any individual who is age 60 or older.

• Acceptance: Automatic - Veto by Council

• Fees: Pays fees

• Rights: Voting, Office-holding, Speaking, Participation.

Individual Member

Any real individual.

• Acceptance: Automatic - Veto by Council

• Fees: Pays fees

• Rights: Voting, Office-holding, Speaking, Participation.

Fellow

Any member who has given especially meritorious or distinguished service to the Society.

• Sponsor: Any two members.

• Acceptance: Conferred by Council, confirmed by General Meeting

• Fees: Pays fees

• Rights: Voting, Office-holding, Speaking, Participation.

Life Member

Any member who has given meritorious service the Society who has reached the age of 60.

• Sponsor: Any two members.

• Acceptance: Conferred by Council, confirmed by General Meeting

• Fees: No fee

• Rights: Voting, Office-holding, Speaking, Participation.

Corporate Member

Any company, institution or organisation which supports the objectives of the Society.

• Acceptance: Automatic - Veto by Council

• Fees: Company pays fee

• Rights: Speaking, Participation, Right to appoint up to three Voters.

Honorary Member

Any person distinguished in their services to open source who has been or may be of material assistance to the Society or open source in general.

• Sponsor: Any two members

• Acceptance: By Council

• Fees: No fees

• Rights: Speaking, Participation, No Voting.

Rights of members

The rights and privileges of each member shall be personal and shall not be transferable to others.

Privileges

To the extent that matters of privileges, advantages, obligations, qualifications, the methods and terms of election, admission, resignation, suspension, expulsion, and disqualification are not set out in the constitution, they shall be decided by Council and may be prescribed in Regulations.

Admission

• Council may delegate any of its powers to accept membership applications, conduct admission procedures to subcommittees.

• Council shall not however, in so doing, at any point be determined to have abrogated its right to decide conclusively whether a candidate shall or shall not be admitted.

Subscriptions and fees

The membership subscriptions are charged from the date of acceptance of the member's application for membership by Council. Membership renewal is unless otherwise provided for by Council for a full year (the renewal period) despite the method of fee payment. Any member who accepts a practising certificate issued by Council or fails to return the certificate within the time nominated by Council, shall be deemed to have renewed membership and shall be liable for payment of all fees for the renewal period.

Cessation of membership

Resignation

A member of any class may resign from the Society by notice in writing to the Secretary of the Society. The resignation shall be effective from the date of the Council meeting at which it is accepted. The member however shall be liable to pay all subscriptions and levies due for the then current renewal period before such notice is received.

Striking off

The Council may strike off from the register any member whose subscription is in arrears for thirty days or more, however that member shall be liable to pay all subscriptions, fees, levies or other sums that shall have fallen due before being struck off.

Expulsion

• The Council shall have power by order of Council at a Full Council Meeting to expel a member.

• Any order of expulsion shall be on grounds and the grounds shall be set out in the Resolution of Council making the order of expulsion.

• The following are grounds for expulsion:

  1. conduct bringing the profession or the Society into disrepute

  2. conduct unbecoming the profession involving crimes of dishonesty or impropriety

  3. conviction of any offence involving a term of imprisonment while a member of the Society

  4. breach of the Societys Regulations where the conduct causing the breach is or is likely to be harmful to the Society or its interests or those of the members at large

  5. gaining entry to the Society by misrepresentation or false statements

• Expulsion shall only be considered by Council after due enquiry by Council. Procedures for such enquiries including delegation of the conduct of any hearing to a subcommittee and the rights of the member subject to the inquiry to be heard, be represented and any ancillary matters may be set out in Regulations.

• Such expulsion shall be communicated to the member by registered letter.

• Council may make an order as to costs against the expelled member.

• The decision of Council shall be published in the Society newsletter or similar publication.

Caution, censure suspension

The Council, for good cause, may at its discretion, caution, censure, or suspend a member or require that member to only practise on specified conditions including that the member shall not practise or continue to practise on the member's own account. Any member who fails to comply with any caution or any member censured or suspended by Council shall be responsible for the costs of proceedings as determined by an order as to costs made by Council.

Appeal

• A member who has been cautioned, censured or suspended where such direction or order is not made by Council at a Full Council Meeting may appeal the decision in writing to the next Full Council Meeting.

• Such appeal should include such supporting material as the member in question thinks fit. Council shall receive and consider such material and in doing so shall not be bound by any laws of evidence but may choose before the hearing of the matter to reject material considered defamatory of any person other than the member in question or otherwise proscribed either in whole or in part by law.

• The decision of Council shall be published in the Society newsletter or similar publication.

Reinstatement

Any member who has resigned, been struck off or been expelled may re-apply for membership through the normal process. The Council may directed that a member who has been struck off or expelled not be permitted to re-apply or be permitted to re-apply on such terms as Council directs.

Membership cards and certificates

Council may issue an annual membership card to each member who is paid-up and 'in good standing.' Certificates may be provided for Fellows, Life Members, Honorary Members and/or Corporate Members.

STRUCTURE AND GOVERNMENT

Structure

The structure of the Society recognises the need for a national body to represent open source software developers, to address the interests of each software sector, and to take care of regional interests.

There shall be:

• A Council of the Society.

There may be:

• Regional Coordination Committees.

• Standing Committees.

• Special Purpose Committees.

• A National Secretariat.

National body of membership

The national register of members shall be the membership roll of the Society.

Council

The Society shall be governed by a Council;

Composition of Council

Membership of the Council shall consist of:

• The President

• A Vice-President ( being the President-Elect)

• Up to eleven (11) Representatives of the Society Members (the number to be determined from time to time by Council in accordance with the Constitution)

• The Past Presidents of the Society (exofficio and nonvoting)

• Regional Committee Conveners (if Regional Committees are established by Council and then only by invitation, exofficio and nonvoting if so directed by Council)

• The Appointed Officers

Candidature

Only members with office-holding rights may stand for Council.

Nominations

Only members with voting rights may nominate candidates for Council Procedures for nomination may be set out in Regulations.

Election Rules and subordinate Regulations

The election of the Council shall be carried out in accordance with this Constitution and in subordinate Regulations that Council may choose to adopt to better implement the spirit and intent of this Constitution. The following provisions apply to election of Representatives:

• The Council or if there is no Council then the members in general meeting shall meet and receive a report from the Secretary as to the membership. If there is no Secretary the Council or meeting of members shall appoint one of their number to act as such temporarily and, if the report required of the Secretary is not available, the meeting shall then adjourn to permit preparation of the report required of the Secretary.

• Resolution as to which member belongs to the society shall be by decision of the Secretary who shall, if there are Regulations on the subject, act in accordance with those Regulations. Council may on its own motion review any decision of the Secretary and, if on so doing it varies the decision of the Secretary, its decision shall be final.

• The Council, or if there is no Council then the members in general meeting, having received the report of the Secretary shall then determine for the next election the number places for Representatives from all members on the Council, above the required minimum number, that are to be open for election.

• Council, if there is a Council, shall then direct that a meeting of members be called and nominations for the positions open for elected officers shall be sought from the members by notice to the members seven (7) days prior to the issue of the Notice of Meeting at which the elections shall be conducted. If there is no Council then the members in general meeting having received the report from the Secretary shall then either:

  1. call for nominations from the meeting and proceed to elections for Council or

  2. direct the Secretary to issue Notices for a further meeting of members at which nominations shall be called and elections conducted. At any such further meeting the successful candidates for the positions open for election shall then be decided by members voting.

• Each member shall vote for the nominated candidates by voting for a number of candidates equal to or less than the number of candidates to be elected to the Council. A vote indicating votes for a greater number of candidates than places available on Council shall be declared invalid.

• The candidates shall be elected to the available positions by declaring the highest polling candidate elected and, if there is more than one position, repeating the declaration of election amongst the remaining candidates in highest polling order until the available positions for election are filled.

• If there are insufficient candidates available, or if the number of candidates available does not exceed the number of places, Council or general meeting may choose not to hold elections for the remaining places and may appoint at its next meeting after any elections such persons as it decides to represent on the Council until the next elections.

Term of Office

Council shall hold office for one year, or for the period between annual general meetings.

Council meetings

• The Council shall, where cost permits, endeavour to meet no less than once every month.

• Notice of meetings shall be, unless otherwise specified in Regulations, not less then seven (7) clear days.

• The quorum for meetings of Council shall be seven members.

• Council meetings may take place by Council meeting by telephone, video conference, internet conference or by other means as approved by the Council.

• Resolutions of Council may be made other than by meeting by entry in the minute book provided:

  (i) the proposed minute has been circulated to all Council members by a transmittal service and (ii) the Secretary has obtained verbal confirmation (which shall be appropriately diarised by the Secretary) that at least 75 percent of the members of Council at that time and not less than 7 in number received a copy of the proposed minute and (iii) of those who received the proposed minute at least 75 percent sign or accept the proposed minute

• A resolution by entry in the minute book shall be deemed to have been made when the Secretary holds sufficient signed copies of the proposed minute to meet the requirements as to number of Council members assenting as set out in subclause (e) (iii) of this Rule.

• Minutes shall be kept of all Council meetings.

• Council may direct that a person other than an officer attend meetings to take minutes

• Council may otherwise regulate its proceedings as it sees fit.

Responsibilities

Council shall direct the affairs of the Society towards the furtherance and fulfilment of its objects and shall determine its policies and control its monies and finances. It may adopt such Regulations as it shall be deemed advisable within the limits set by the Constitution and Rules.

Secretary and Treasurer

Council shall appoint a Secretary and may appoint a Treasurer who shall be among the Appointed Officers of the Society. After appointment, these officers shall attend Council meetings as and when directed by Council to do so. The Secretary shall be responsible for the Secretariat, if there is a Secretariat.

Regions

The membership of Society may be divided into regions based on geographic proximity and membership density by Regulation. Each region may be made up of branches centred on appropriate cities.

Allocation

Members of Regions and/or Branches will be allocated to appropriate branches and regions when they join. Members in outlying areas may be allocated to the branch of their choice. Branches may be allocated to the region of their choice.

Standing committees

Council may appoint Standing Committees to look after admissions, education, discipline, public relations, professional practice and other such matters. Any member with participation rights or Appointed or Honorary Officer is eligible for appointment to a Standing Committee. Standing Committees have no authority to decide policy. Their role is to develop policy, make recommendations to Council and finally to implement policy of Council.

Special purpose committees

Council may appoint Special Purpose Committees to deal with specific projects such as annual conference, an awards programme, a publication, a seminar series, an exhibition and similar such projects. Any member with participation rights or Appointed or Honorary Officer is eligible for appointment to a Special Purpose Committee. The authority of Special Purpose Committees shall be limited to terms of reference specified by Council.

Secretariat

The Council may establish and maintain a Secretariat to carry out the operational functions of the Society and manage its legal and administrative affairs.

Name

The Secretariat shall be known as the Secretariat of the New Zealand Open Source Society. The Secretariat shall identify itself as 'NZOSS' and/or 'Open Source Society of New Zealand'.

Services

The Secretariat shall provide such services and amenities to members of the Society, the open source software development professions, and the community at large, as Council shall determine.

OFFICERS

General

The control and conduct of the Society's formal, obligatory, and day-to-day business may be assigned to the Elected and Appointed officers as set out in the Constitution and Regulations.

Elected Officers

The Elected Officers of the Society shall be:

President

The President shall be the person elected Vice President (President-Elect) by Council during the previous Council term. In any case where absence or incapacity prevents the President acting the Vice-President shall act in place of the President. If there is no person available at the time of a vacancy in the office of President, for whatever reason, then the first order of business at the next Full Council Meeting shall be the election of a President.

Vice President

The Vice President shall be elected, from among their number, by each new Council. If there is no person available at the time of a vacancy in the office of Vice President, for whatever reason, then the next order of business at the next Full Council Meeting, after any required election of a President, shall be the election of a Vice President.

Appointed officers

Appointed Officers of the Society shall be:

Secretary

The Secretary of the Society shall be an Appointed Officer. The Secretary may be a member of the Society, but may not be or offer to be an Elected Officer. The Secretary's responsibilities shall include creating and maintaining accurate records of the Society's membership, policies and proceedings.

Treasurer

Council may appoint a Treasurer of the Society who shall in that event be an Appointed Officer. The Treasurer may be a member of the Society and may be on the staff of the Secretariat. The Treasurer shall not be or offer to be an Elected Officer. The Treasurer's responsibilities shall include the accurate recording and management of the Society's financial affairs.

Regional Committee Conveners

Regional Committee Conveners shall be elected by members of each Regional Coordination Committee. Both the method of those elections and the elections of members to Regional Coordinating Committees shall be carried out in accordance with Regulations to be issued by Council.

Honorary officers

Honorary officers of the Society shall be:

Honorary auditor

Council shall appoint an Honorary Auditor to audit the Society's annual accounts as required by law.

Honorary solicitor

Council may appoint an Honorary Solicitor to advise on legal matters.

Contracts with officers

Provided it is in the category of permitted interests in accordance with section 5 of the Incorporated Societies Act 1908 no office bearer or member of the Council shall be disqualified from office by contracting with the Society, providing any interests are declared before contracting.

Removal or replacement of officers

Any elected officer of the Society may be removed from office by special resolution of members. Any other eligible person may be elected to replace the officer by vote of the majority of members present at such meeting.

MEETINGS OF MEMBERS

Annual general meeting

The Society shall hold an Annual General Meeting (AGM) open to all members within four months following the end of the Society's financial year.

Business of the AGM

The business of the AGM shall be:

• To elect officers of the Society,

• To consider reports from the President, Regional Committee Conveners and the Secretary,

• To receive the financial report and Annual Accounts,

• To consider remits from regions, groups, and

• To consider Notices of Motion and general business.

Notice of AGM

A preliminary notice of the proposed date and place of the AGM shall be posted by the Secretary to all members, not less than twenty eight days before the proposed date, calling for nominations for Council, remits from regions and Notices of Motion from members. Not less than fourteen days before the meeting the Secretary shall issue to members a final notice of the AGM, stating:

• Date, time and location(s) of the AGM

• Copies of notices of motion, remits, a list of candidates for Council

• The items to be voted on

• The method of voting and instructions for online voting, including location and logon details

• Notice of the closing deadline for receipt of votes

Special general meetings

A special general meeting, (SGM) open to all members, may be called by Council at any time, but shall be convened by the Secretary or a member Council upon receipt of a requisition signed by not less than 10 percent of all members having voting rights setting forth the objects of such a meeting. If there is no Secretary or members of Council then one of the members calling the meeting shall be nominated in the requisition as Acting Secretary and shall carry out the functions of Secretary until conclusion of the meeting.

Business of SGM

The business of an SGM shall be confined to the purposes stated in the notice of such a meeting.

Notice of SGM

The SGM shall be called within fifty six days of receiving a requisition, or at any time if called by Council. Not less than fourteen days before the date of the meeting the Secretary shall issue a Notice of Special General Meeting stating time, location(s), purpose, Notices of Motion and including the method of voting and instructions for online voting, including location, logon details and the closing deadline for receipt of votes.

Voting at general meetings

• General provisions relating to voting: Votes at general meetings shall, unless otherwise provided by this constitution, be decided on a simple majority.

• The Chairperson shall be the President or in the absence of President, the Vice President or in the absence of the Vice President a member of Council nominated by Council and if no such person is nominated then by election from the members present as the first order of business.

• Specific provisions relating to election of officers: Voting for Council may be carried out online.

Conduct, quorum and records

Meetings shall be conducted according to usual practice of meetings or if standing orders have been promulgated by Council in Regulations then in accordance with those Regulations. The quorum shall be no less than 50 percent of Elected Officers or such greater number as may be specified in Regulations. Specifications as to record keeping of proceedings, other than statutory records, may be established by Regulation.

MONIES AND FINANCES

Financial year

The financial year of the Society shall be from the first day of April to the last day of March in the following year unless otherwise resolved by Council.

Monies for Activities of Society

The Council shall be responsible for directing the affairs of the Society in a manner to ensure that the Society has monies for the conduct of the necessary business of the Society. The Council shall have the power to decide in what form and how such monies are to be brought into the Society including, in the Council's discretion, through:

• levying any charges or fees on members to be raised by subscription after approval of a general meeting

• examination and enrolment fees provided that such fees shall only differ as between classes of members,

• accepting capital advances from members such as loans, debentures or donations

• accepting donations, sponsorship or loans from third parties,

• renting, leasing or hiring any real or personal property of the Society,

• sales of goods and services including lectures, seminars, conferences and like activities

• or any other activity by which the objects of the Society are furthered.

Control of Monies and expenditure

The Society shall have the power to control and dispose of its monies in whatever manner the Council may decide including the power to:

• Borrow or raise money and to secure repayment by the issue of debentures, mortgages or charges upon the whole or part of property or assets of the Society and to purchase, redeem or pay off such securities.

• Invest surplus moneys.

• Make disbursements from any property or fund of the Society, if in the opinion of Council, it will further the objects of the Society.

• Pay the current salaries, wages, honorariums, and other expenses of the Society incurred in carrying out the business or objects of the Society.

• Pay instalments of purchase money, rent or hire charges, maintenance costs, on any real and personal property of the Society.

• Allocate money to regional committees or sector groups of the Society as Council may determine.

• Allocate and pay monies to operate the Secretariat.

• Pay any legal, auditing and other professional fees incurred by the Society.

Monies as Society property

All monies, being property of the Society, shall be lodged to the credit of the Society or its duly convened Regional Software Sector Groups, Standing Committees or Special Purpose Committees at a Council approved bank. Donated monies or monies provided according to an agreement to sponsor or otherwise accepted by the Society on trust or to be invested at the direction of the Donor or according to any Deed or Agreement for such special purposes shall be dealt with by the Society in accordance with the terms and obligations imposed on the Society on acceptance of the monies.

Treasurer's responsibilities for the accounts

The Treasurer shall control and be responsible for keeping records of:

• All income and expenditure and any other financial transactions of the Society and submit such records annually to the Society's Honorary Auditor for preparation of audited accounts;

• The necessary statutory records relating to the financial transactions of the Society for such period as may be required by law;

• The authorities for any officer to act as a signatory on any financial instrument of the Society including any bank authority;

• The records required by the Honorary Auditor to produce the audited balance sheet and statement of income and expenditure. Such statements shall be submitted to the Annual General Meeting and copies of the same for all financial years completed by the Society from the date of incorporation.

Inspection of books

Any member of the Society may inspect the books and accounts of the Society at the office of the Society at any reasonable time on applying to the Secretary or Treasurer in writing.

Member subscriptions

Subscriptions to be determined by members

The subscriptions for the several classes of membership shall be of amounts as are determined from time to time by Notice of Motion at an Annual or Special General Meeting.

Requirements of a resolution relating to subscriptions

Any resolution proposing a member subscription shall specify:

• the amount of the subscription,

• the classes of member liable to pay such subscription,

• the terms of payment permitted,

• any special terms including any discounts, rebates or discretions reserved to Council to suspend, forgive, discount, rebate or otherwise deal with any member regarding that member's liability to pay such subscription and finally

• whether such subscription is to continue until further resolution of the members or is to end on a date specified in the resolution.

Subscriptions not to vary within class or across sectors

Subscriptions shall not vary between members of any class nor shall any subscription discriminate against any group of members belonging to any sector group.

Fees

In addition to subscriptions, members may be charged fees:

Enrolment Fee

The Enrolment Fee is paid when the member joins or rejoins the Society.

Special Levies

If in the opinion of Council the Society is in such a position that because of liabilities it cannot carry on the business of the Society, Council may, at an Annual or Special General Meeting for which due notice has been given, propose by special resolution that a levy on all members be struck. Such special resolution shall specify:

• the amount of the levy,

• the classes of member liable to pay such levy,

• the terms of payment permitted and if the Society, in the opinion of the Honorary Auditor, is insolvent or likely to become insolvent without such levy (who shall provide a report to members regarding the state of solvency of the Society) such levy shall be payable forthwith and

• whether such levy is to continue until further resolution of the members or is to end on a date specified in the resolution.

Such resolution shall specify any special terms including any discounts, rebates or discretions reserved to Council to suspend, forgive, discount, rebate or otherwise deal with any member regarding that member's liability to pay such levy.

Pecuniary gain

No member of the Society shall derive any pecuniary gain from the monies or the financial dealings, or from transactions involving the real or personal property of the Society except as provided for in Rule 5 of the Incorporated Societies Act 1908 and its amendments.

PROPERTY

Acquisition

The Society shall have the powers to acquire any real or personal property in whatever manner the Council may determine. It may:

• purchase or lease, exchange or hire such property or rights and privileges in connection with it and to manage or develop same.

• construct, alter, improve or demolish buildings provided a clear right to do so exists.

• purchase any goods, chattels or equipment needed for the furtherance of objects of the Society.

Disposal

The Council shall dispose of the Society's property in such manner as to ensure that it does so to best satisfy the objects of the Society including:

• trading, exchanging or otherwise using the property in barter

• abandoning property where such property constitutes a burden

• selling by private treaty tender or auction, with or without reserve.

Records

The Society shall keep appropriate records of such property, its acquisition and disposal and such records shall be open to the scrutiny of members unless Council with due and adequate reason determines that scrutiny shall not be permitted.

No rights to members

No member shall have any personal right or privilege to any of the Society's property of any nature except under terms determined by Council.

MISCELLANEOUS

Constitution & rules, Regulations and codes

Every member shall on request to the Secretary be provided by the Secretary with a copy of the Constitution and Rules of the Society and any Regulations in force at the time of request.

Alteration or rescission of the Constitution and Rules

The Council or any member may by notice of special resolution to the Secretary before notice of the next general meeting is given to members require the Secretary to place on the agenda of business for such next general meeting a notice of motion. Such notice of motion may propose alteration of, amendment to, or rescission of the Constitution and Rules either in whole or in part. If such motion is passed by such meeting, such alteration of, amendment to, or rescission of the Constitution and Rules shall be forthwith filed by the Secretary for approval and on approval registration by the Registrar of Incorporated Societies.

Alteration or rescission of Council Regulations etc

The Council may adopt, alter or rescind any Regulation necessary for better carrying out its duties according to this Constitution and Rules or for the better conduct of the affairs of the Society and management of the activities of the members in accordance with the objects at any meeting of the full Council. Any member may by notice of ordinary resolution to the Secretary before notice of the next general meeting is given to members require the Secretary to place on the agenda of business for such next general meeting a notice of motion. Such notice of motion may propose alteration of, amendment to, or rescission of any Bylaw, Code or Regulation of Council and such notice of motion shall be put to the next general meeting of members.

Common seal

The common seal of the Society shall be under the control of the Society's Secretary and shall not be affixed to any document except by order of Council and in the presence of two members of Council.

Registered office

The registered office of the Society shall be at the place specified in the notice of registered office filed with this Constitution and after that at such place as shall be determined by Council and registered with the Registrar of Incorporated Societies.

Serving of notices

Any notice required to be given by these Rules shall be given in writing either personally, by any transmittal service to the required recipients last known address for that type of communication. Such notice will be deemed effective after 48 hours from the time of posting, on receipt by facsimile and 12 hours by any other form of transmittal service. Accidental omission to give notice of any meeting, or the non-receipt of notice shall not invalidate the proceedings at any meeting.

Contracts by the Society

Any contracts shall be in writing under the common seal of the Society, unless by resolution of a full Council meeting, the President or any member of Council is authorised to sign any contract or any class of contract on behalf of the Society.

Dissolution or winding up

Before the dissolution by the Registrar of Incorporated Societies or a resolution by the members to voluntarily wind up of the Society, the property, assets and monies shall, after provision for the discharge of all liabilities of the Society, be transferred to any charitable body or bodies that have similar aims to those of the New Zealand Open Source Society Inc., as a General Meeting shall decide.

Entrenched provisions of the Constitution

In addition to the requirements of Rule 10.1.1 the following provisions of the Constitution and Rules may only be changed by resolution of 75 percent of all members voting in favour of any resolution amending, rescinding or replacing or otherwise altering the provisions:

• SECTION 3 - OBJECTS

• RULE 4.4 - CLASSES OF MEMBERSHIP

• SECTION 5 - STRUCTURE AND GOVERNMENT - ALL RULES

• RULE 6.6 - REMOVAL AND REPLACEMENT OF OFFICERS

• RULE 8.9 - SPECIAL LEVIES

• RULE 10.1.1 - ALTERATION OR RESCISSION OF THE CONSTITUTION AND RULES

• RULE 10.7 - ENTRENCHMENT