1.1.

Definitions: In this Constitution unless the context otherwise requires:

1.2  

Headings:  clause and other headings are for ease of reference only and shall not be deemed to form any part of the context or to affect the interpretation of the Constitution.

1.3

Defined expressions: expressions defined in the main body of the Constitution bear the defined meaning in the whole of the Constitution;

1.4 

Clauses and sub-clauses: references to clauses and sub-clauses are references to clauses and sub-clauses of the Constitution;

1.5

Plural and singular: references to singular include the plural and vice versa;

1.6

Gender:  references to one gender include the other gender.

4.1. 

To Foster celebrancy, and to support celebrants in carrying out their duties competently, professionally and ethically.

4.2.

To maintain high standards among celebrants, including ethical standards and standard of cultural respect and sensitivity.

4.3. 

To encourage co-operation and the exchange of experience and ideas among Members.

4.4.  

To provide advice and information to support Members in the effective performance of their duties.

4.5.

To facilitate educational opportunities and to encourage the continuing professional development of Members.

4.6.  

To promote public awareness of the roles and functions of celebrants.

4.7.

To act as an advocate for celebrants with government and other organisations and agencies.

5.1.  

Promotion of Objects: The association shall promote the objects described in clause 4 of the Constitution.  In addition to all other powers conferred by law, the Association shall have the same powers as a natural person and such powers shall not be limited or restricted by any principle of construction or rule of law or statutory power or provision except to the extent that such limitation or restriction Is mandatory.

5.2.      

Without limiting the generality of clause 5.1 of the Constitution, the Association shall have the power, which may be exercised either alone or jointly with any other person or persons, to:

5.3.

Branches:  establish, maintain, control, manage and dissolve Branches of the Association and to determine and modify the constitution, rights, privileges, obligations and duties of any such Branch.

5.4. 

Certificates:  in the National Executive’s discretion, issue certificates of Membership or practising certificates in such form and on such terms as the National Executive thinks fit.

5.5.  

Collect Funds: collect funds and raise money by all lawful means and to receive, accept, encourage and enlist financial and other contributions, subscriptions, donations, legacies, endowments, bequests, grants, subsidies or payments from any source and to conduct fund raising campaigns in order to further the objects of the Association;

5.6. 

Specified Trust:  carry out any specified trust attaching or relating to any contributions, subscriptions, donations, legacies, endowments, bequests, grants, subsidies or payments received to the extent such specified trust conforms with the objects of the Association.

5.7.

Apply Funds:  apply any money from the funds of the Association to the promotion and advancement and development of the objects of the Association;

5.8.

Invest Funds:  invest any money from the funds of the Association in any of the ways authorised by law for the investment of trust funds in New Zealand and from time to time to vary any such investments;

5.9.

Borrow:  borrow or raise any moneys on mortgage or overdraft or otherwise with or without security from any person or persons, bank, institution, company or other organisation (including the Crown) at such rate of interest for such term and generally on such conditions as the National Executive thinks fit and to sign any mortgage, deed, agreement or other document in connection therewith and no person or organisation lending money to the Association shall be concerned to enquire as the application of the money or as to the purpose for which the money may be borrowed PROVIDED THAT any payment of interest on money lent to the Association by any Member may not exceed current commercial interest rates:

5.10.  

Give Security:  give security alone or together with any other person or persons the giving of which the National Executive shall consider to be in the interest (direct or indirect) of the objects of the Association and to authorise any company in which the Association shall holds shares to give such security;

5.11.   

Lend:  lend any moneys from the funds of the Association to any person or persons with or without security on such terms and either free of interest or at such rate of interest as the National Executive shall think fit;

5.12. 

Pay Debts:  apply any moneys from the funds of the Association in, for or towards payment of any fees, costs, disbursements, debts or other liabilities or any part thereof, incurred by or in connection with the Association, whether or not the Association is contractually liable for payment of the fees, costs, disbursements, debts or other liabilities;

5.13. 

Sell and Reinvest:  sell, joint in selling, call in, convert all or part of any real or personal property of the Association in such manner and subject to such terms and conditions as the National Executive thinks fit and to reinvest the proceeds of such sale, calling in or conversion in such manner as the National Executive thinks fit;

5.14.

Bank Accounts:  open or maintain and operate such bank accounts at such banks or other institutions and in such manner as the National Executive thinks fit;

5.15. 

Establish Reserve Fund:  start and subscribe to any depreciation or reserve fund for any purpose the National Executive may deem advisable (the National Executive to determine in its discretion whether that fund is income or capital);

5.16. 

Settle Accounts:  to agree and settle accounts with all persons liable to account to the Association and to compromise all questions relating to the funds of the Association and to grant effectual receipts, discharges and releases;

5.17.      

Acquire Property:  acquire any real or personal property or interest therein whether by purchase, lease, exchange or otherwise howsoever and upon and subject to such terms and conditions as the National Executive thinks fit;

5.18. 

Lease:  let or lease or bail to any person or persons any freehold or leasehold property or any plant and chattels or interest therein either from year to year or for any term of years or otherwise at such rent and subject to such covenants and conditions as the National Executive thinks fit (including if the National Executive thinks fit an optional or compulsory purchasing clause) and also to accept surrenders of leases and tenancies and generally to manage them as the National Executive thinks fit;

5.19.  

Build:  erect, construct and maintain any buildings, structure or works of any kind and description on any land of the Association or upon any other land or property and to pull down, rebuild, enlarge, alter or improve existing buildings, structures or works thereon and to expend such funds of the Association as the National Executive thinks fit in so doing;

5.20.

Maintain Property:  generally to maintain, manage, repair improve or develop any real or personal property owned or leased by the Association or in which the Association has an interest in such manner as the National Executive thinks fit;

5.21.

Insure:  insure against loss or damage by any cause whatsoever any insurable property owned or leased by the Association or in which the Association has an interest as the National Executive may from time to time think fit;

5.22.

Contract for Work:  enter into contracts for work to be performed on such terms and conditions as the National Executive thinks fit;

5.23.

Acquire or Carry on Business:  to acquire any business or venture of any nature whatsoever or interest therein from any person, or to commence, enter into, carry on or be engaged or concerned in any business or venture of any nature whatsoever whether or not carried on at the time of adoption of these Constitution, for such time or times and in such a manner as the National Executive thinks it, either alone or in partnership or otherwise with any other person or persons, with power to do or joint in doing all things which the National Executive considers necessary, expedient or desirable in connection with such business or venture including, without limitation:

5.24.

Appoint Attorney:  at any time and for any period to appoint any person to act as its attorney anywhere in the world for all or any of the objects of the Association

5.25.

Appoint Agents: instead of acting personally to instruct and pay any person whatsoever to transact all or any business or do any act required to be transacted or done in the execution of these Constitution including the receipt and payment of money and the National Executive shall not be responsible for the default of any such person appointed in good faith or for any loss occasioned by such person’s instruction;

5.26.    

Join in Partition:  consent to and join in the partition of any assets in which the Fund is interested and to take a transfer of a divided or undivided share or interest in any such assets;

5.27.

Affiliation:  affiliate with or grant affiliation to any other national body or national association having objects altogether or in part similar to those of the Association, whether such body or association is in New Zealand or otherwise;

5.28. 

Amalgamate or Merge:  amalgamate or merge the Association with any other association having objects altogether or in part similar to those of the Association;

5.29. 

Contributions:  contribute to any body or organisation having substantially similar objects of the Association;

5.30.

Statutory Authorisation: do all or any of the things which the Association is authorised to do by the Act; and

5.31.

General:  do all such other things as in the opinion of the National Executive are incident or conducive to the attainment of the objects of the Association.

5.32.  

Exercise Powers Independently:  None of the powers conferred by this clause or otherwise shall be deemed subsidiary or ancillary to any other power or authority and the Association shall be entitled to exercise all or any of the powers independently of any other or others of them.  In the event of any ambiguity, this provision shall be construed so as to widen and not restrict the powers of the Association provided that at no time can any provision be construed so as to detract from the objects of the Association.

6.1. 

No Member or any person associated with a Member shall participate in or materially influence any decision made by the Association or any Branch of the Association in respect of the payment to or on behalf of that Member or a person associated with that Member of any income, benefit or advantage whatsoever.

6.2.   

Any income paid, or benefit or advantage granted to a Member or any person associated with a Member shall be reasonable and relative to the amount paid or extent of the benefit or advantage granted which would be paid or granted in an arm’s length transaction (being the open market value).

7.1.

Eligibility:  Membership shall be open to people who conduct ceremonies, who agree to be bound by the Association’s Constitution, Code of Ethics and Code of Conduct, and who pay the Membership subscription in force at the time.

7.2.

Application for Membership: All applications for Membership must be made to the National Executive in the form prescribed by the National Executive and accompanied by any documents or other information required by the National Executive.

7.3.

Continuation of Membership: All Members at the date of adoption of this Constitution are confirmed.

7.4

Voting Rights Attaching to Membership:  Members shall have full voting rights provided that only Members who have paid their annual subscription fee may vote at an Annual General Meeting or Special General Meeting of the Association.

7.5.

Subscriptions:  The Annual General Meeting shall from time to time determine the amount of the annual subscription fee.  Every Member shall pay the annual subscription fee for his or her Membership within such time period as the National Executive in its discretion determines and notifies to Members. The National Executive may, in its discretion, remit all or part of the annual subscription fee of any Member who applies for remission of the annual subscription fee.  The National Executive may, in its discretion, suspend all or any of the rights and privileges of a Member or may terminate the Membership of a Member who fails or refuses to pay the annual subscription fee in accordance with the Constitution.

7.6.

Corporate Membership. The National Executive may at its discretion make provision for the admission of Corporate Members with the corporate fee being set at $500.00 (incl GST) reviewable annually.

7.7.

Honorary Life Members:   The Annual General Meeting may elect people to the status of Honorary Life Members.

7.8.

Ethical and Professional Obligations of Members:   The Association will have a Code of Ethics and a Code of Conduct, which will be decided upon and may be amended from time to time by Annual and Special General Meetings.   Members must know and observe the requirements of the Code of Ethics and Code of Conduct.   Any Member who breaches these codes shall be liable for disciplinary action.

7.9.

Cessation of Membership:   A Member shall immediately cease to be a Member upon:

7.10.

Certificate of Membership:   Any certificate of Membership or practising certificate of the Association remains the property of the Association and may be withdrawn at any time at the discretion of the National Executive.   If a certificate is withdrawn, the person named in the certificate shall not be entitled to pass himself or herself off as a Member or to use the description stated in the certificate.   If a Member resigns, he or she shall immediately return his or her certificate to the Association.

7.11.

Register of Members:   The Association shall keep a register of Members containing the names, addresses of Members of the Association and the dates of their entry in the register of Members.   Any changes in Membership shall be recorded by the Association in the register.

7.12.

Communications:   No communications shall be made by any Member of the Association on any matter affecting the Association except in accord with the directions of the National Executive.

7.13.

Antecedent Liability:   Expulsion, suspension or cessation of Membership shall not release a Member from any antecedent liability to the Association including liability for payment of outstanding annual subscription fees.

8.1

Any Member who is guilty of conduct unbefitting a Member or who wilfully commits any breach of the constitution, the Code of Ethics or the Code of Conduct may be suspended or expelled from Membership.

8.2   

Disciplinary matters may be dealt with at either the Branch level or by a Disciplinary Committee appointed by the National Executive, except that any Member suspended or expelled from Membership by a Branch may appeal to the National Executive who will then refer the matter to a Disciplinary Committee.

8.3

If the National Executive receives a notice in writing alleging that a Member is guilty of conduct unbefitting a Member or has wilfully committed a breach of the Constitution or the Code of Ethics, the National Executive shall, within 14 days from the date of receiving the notice, refer the matter to a Disciplinary Committee.

8.4

A Disciplinary Committee shall be appointed by the National Executive and shall consist of not less than three people of whom not less than two shall be Members of the National Executive.   At it discretion the National Executive may appoint one Member of a Disciplinary Committee from outside the Association.

9.1

Establishment Of Branches:   The National Executive may establish and constitute or encourage a Member or Members to establish or constitute a Branch of the Association for any geographical area of New Zealand.

9.2

Areas of Branches:   The National Executive may from time to time determine, form, adjust, amalgamate or divide the geographical area covered by any Branch or Branches of the Association.

9.3

Capitation levy:   The Annual General Meeting shall from time to time determine a capitation levy, being a proportion of the annual membership subscription to be paid to Branches.   Once a year, not more than four months after membership subscriptions become due, the Association shall pay each Branch the capitation levy in respect of each Member of the Branch whose subscription has been received by the Association within three months of subscriptions becoming due.

 

9.3.1	Branches are required to submit an independently audited/reviewed financial statement of the previous calendar year to the Treasurer.
9.3.2	Subsequent to receiving this and approval given, the capitation levy will be paid as per 9.3

9.4

Financial assistance to Branches:   the National Executive may, in its discretion, pay or allocate funding from the funds of the Association in order to establish, constitute and maintain a Branch or to assist a Member or Members to establish, constitute and maintain a Branch.

9.5

Requirements for Establishing Branches:   The National Executive may from time to time prescribe provisions, requirements, qualifications or restrictions for the establishment of a Branch.

9.6

Branch Rules:   A Branch may adopt rules providing for subscriptions, procedures and such other matters as it thinks fit provided that these are consistent with the terms of this Constitution.  Such rules and procedures shall be submitted to the Secretary to ensure these are not in conflict with this Constitution.

9.7

Membership of Branches:   Any Member of the Association is also a Member of the Branch established in the area in which that Member operates.   Any member of the Association not operating in the area of a Branch may belong to any one Branch of his or her choice.

9.8

Operations of the Association within a Branch Area:   The establishment and constitution of a Branch shall in no way restrict the operation of the Association in the area in which that Branch operates.

9.9

A branch may be wound up and if it is, it shall be wound up in accordance with section 24 of the Act. If upon such winding up, there remains after satisfaction of all debts and liabilities of the branch any property or assets whatsoever such property shall be returned to the National Association.

10.1.

Membership of the National Executive:   The National Executive shall consist of:

10.2.

Officers:   The Annual General Meeting shall elect a President, Vice-President, Secretary and Treasurer who shall hold office until the subsequent Annual General Meeting.   In the event that the Annual General Meeting fails to elect any or all of these Officers, then the National Executive shall elect them at its first meeting after the Annual General Meeting.

10.3.

Committees:   The National Executive may appoint such committees as it deems expedient and may delegate to them such powers and duties it decides.   The National Executive may appoint Members of the Association not on the National Executive to serve on such committees.   Any such committees shall be responsible to the National Executive and shall report on their proceedings and otherwise conduct their business in accordance with the directions of the National Executive.   The President or the President’s nominee shall be entitled to attend all committee meetings.

10.4.

Vacation of Office of an Officer or a Member of the National Executive:   The office of an Officer or a Member of the National Executive shall be vacated if the Member of the National Executive

10.5.

Meeting of the National Executive shall determine when and in what manner it will meet.   Meetings may be by telephone conference or other electronic medium.   The quorum for a meeting of the National Executive shall be not less than fifty per cent of the total number of Members of the National Executive.   A special meeting of the National Executive may be called by requisition of not less than four Members of the National Executive by seven days written notice giving the time and place of such meeting and stating the purposes of such meeting.

10.6.

General Duties:   The National Executive shall seek to observe and attain the objects of the Association.

10.7.

Control of Affairs and Powers of National Executive:   The affairs of the Association shall be under the control of the National Executive.   The National Executive shall have such powers, rights and authorities as may reasonably be necessary or expedient to enable it to carry out its functions including the procedures for conduct of meetings.

10.8.

Regulation of Meetings:   Questions arising at any meeting shall be decided by a majority of votes of those present at the meeting and any resolution shall be binding on the National Executive.

10.9.

Vacancies:   The continuing Members of the National Executive may act notwithstanding any vacancy in their body, except that in the event that their number is reduced below fifty percent of the Members of the National Executive elected at the AGM, then the continuing Members of the National Executive may act only for the purpose of arranging a general meeting.

10.10.

Validity of Proceedings:   All acts done by any meeting of the National Executive or a committee of the National Executive shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Member of the National Executive or committee member was for any reason disqualified from holding office, be as valid as if such Member of the National Executive or committee member had been duly appointed and was qualified to hold office.

10.11.

Rescission of Resolutions:   Any resolution of the National Executive may be rescinded or varied from time to time by simple majority.

10.12.

Minutes:   A minute book shall be kept by the National Executive.   Minutes of all meetings of the National Executive and of any committee of the National Executive shall be prepared and entered in the minute book and if confirmed at a subsequent meeting of the National Executive or committee of the National Executive (as appropriate) shall be signed by the chairperson of the meeting as a true and correct record.   Every such minute purporting to be so signed shall be prima facie evidence of the facts therein stated.

10.13.

Accounts:   The Association shall keep an account or accounts at such bank or banks as the National Executive shall from time to time determine.   All moneys payable shall be passed by the National Executive for payment.   Cheques shall be drawn, signed and endorsed by such person or persons as the National Executive shall from time to time authorise in writing.

10.14.

Audit:   The National Executive shall cause full and correct records and accounts to be kept of all receipts, credits, payments, assets, liabilities and transactions and all other matters necessary for showing the true state and condition of the Association and as soon as practicable after the end of each financial year cause to be prepared financial statements including a balance sheet, income and expenditure account and notes to those statements, giving a true and fair view of the financial position of the Association for that financial year.   Unless the National Executive resolves to the contrary such financial statements shall be reviewed by the auditor appointed at the preceding Annual General Meeting.

10.15.

Execution of Documents:   All documents required to be executed by the Association shall be deemed to be validly executed and binding if those documents have been entered into and executed by the authority of the National Executive previously given by resolution.

10.16.  

Tax Returns:   The National Executive shall cause to prepare or file with the Inland Revenue Department all necessary tax accounts, returns, reports, declarations, notices, certificates, reconcilliations and other information as required to be prepared or filed so as to allow the Association to obtain and retain tax exempt status for taxation purposes.

10.17.

Delegation:   The National Executive may from time to time in writing, either generally or particularly, delegate to an Executive Officer, or to any committee of the National Executive appointed by it, all or any of the powers of the National Executive under the Constitution, provided that the powers which may be so delegated shall not include the power to delegate.

10.18.

Staff:   The National Executive may, from time to time and on such conditions of the employment as it thinks fit, appoint such executive Officer or other Officers and employees as it thinks necessary for the efficient operation of the Association.

10.19.

Remuneration of Members of the National Executive:   With the exception of the Secretary and Treasurer, Members of the National Executive shall not be entitled to remuneration for their services but may, at the discretion of the National Executive, be entitled to reimbursement for their reasonable expenditure for traveling and accommodation expenses and other expenses incurred in attending meetings of the National Executive or its committees or while otherwise engaged on the business of the Association.   The National Executive may, in its discretion, provide for the remuneration of the Secretary and Treasurer provided that any such remuneration paid shall be reasonable in view of the services provided and duties carried out by the Secretary and Treasurer.

11.1.

Duties of Secretary:   In addition to performing all other duties as the National Executive may from time to time direct, the Secretary shall.

11.2.

Duties of Treasurer:   In addition to performing all other duties as the National Executive may from time to time direct, the Treasurer shall:

12.1.

The National Executive may, in its discretion, appoint an Executive Officer on such conditions of employment as it thinks fit.   The Executive Officer shall:

13.1

Annual General Meeting:   An Annual General Meeting of Members of the Association shall be held in each year, on such date and at such time and place as the National Executive determines.   The Annual General Meeting shall be held not more than 16 months from the previous Annual General Meeting.   Not less than 21 days before the Annual General Meeting the National Executive shall arrange for every Member to receive notice of the time and place of the meeting and a statement of the business to be transacted at the Annual General Meeting.

 

13.1.1

Nominations Nominations to the National Executive shall be called for from members, not less than twenty-one (21) days before the Annual General Meeting.  Nominees will be required to submit their duly signed nomination form together with a supporting statement of no more than one hundred (100) words, fourteen (14) days prior to the Annual General Meeting.  Nominees’ names and supporting statements will be posted on the Association’s website.

13.2.

Business at Annual General Meetings:   The following business shall be transacted at an Annual General Meeting:

13.3.

Special General Meetings:   In addition to the Annual General Meeting, Special General Meetings may be convened at any time.

13.4.

Power of the Association in General Meetings:   The Association in general meeting may exercise all powers, authorities and discretions of the Association even if such power, authority or discretion has been vested in the National Executive pursuant to the Constitution.

13.5.

Quorum:   The quorum at an Annual General Meeting or Special General Meeting shall be 20 Members present in person or by proxy.   If a quorum is not present within half an hour from the time appointed for the holding of a general meeting, the meeting shall stand adjourned to such time and place as the National Executive shall determine.   If at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the meeting the number of Members then present shall be a quorum.

13.6.

Effects of Omissions to give Notice:   the accidental omission to give notice or the non-receipt of notice of a general meeting by any Member shall not invalidate the proceedings of any general meeting unless the Association in general meeting determines otherwise.

13.7.

Adjournment of General Meetings:   The Chair may with the consent of a majority of those present at any general meeting, and shall if so directed by a majority of those present at the meeting, adjourn the meeting from time to time and from place to place.   No business shall be transacted at any adjourned meeting other than business that was to be transacted at the meeting that was adjourned.   If a meeting is adjourned for 30 days or more, 21 days notice of the adjourned meeting shall be given.

13.8.

Voting:   Voting at a general meeting shall be by show of hands and a declaration by the chair that the vote has been carried (whether unanimously or by a particular majority) or lost, unless a poll is directed by the chair or requested by any other Member present at the meeting and entitled to vote.   The entry in the minute book of the meeting that a vote has been carried (whether unanimously or by a particular majority) or lost shall be conclusive evidence of the fact of such vote without need for further proof of the number of votes in favour or against the resolution.   At all general meetings, two scrutineers shall be elected for the period of that meeting by a show of hands.   If Members are elected as scrutineers they shall retain any voting rights they have.   In the case of an equality of votes whether on a show of hands or poll, the chair shall be entitled to a second or casting vote.

13.9.

Effect of Errors in Voting:   If at a general meeting any votes are counted which should not (for whatever reason) have been counted the fact that the votes were counted shall not vitiate the resolution unless the fact that the votes were counted is drawn to the attention of the chair during the meeting.

13.10.

Ballot:   If the number of nominees requires election for Officers or positions on the National Executive, then the election shall be by ballot.

13.11.

Entitlement to Votes:   Subject to clause 6.1 of the Constitution [which relates to Members not participating in decisions on matters relating to their personal financial gain], each Member present at a general meeting shall be entitled to one vote provided that no Member may vote if his or her annual subscription fee or any other money is due and owing to the Association and unpaid.   On any vote, each Member present and entitled to vote shall have his or her own vote and one vote for each proxy held.

13.12.

Proxies:   Only a Member may be appointed as a proxy for another Member.   A proxy may only be appointed in writing in such form as the National Executive determines and must be signed by the Member appointing proxy.   The notice appointing the proxy must be given to the National Executive at least two working days prior to the date of the meeting.   A vote given in accordance with the terms of a notice appointing a proxy shall be valid notwithstanding the previous death of the principal or the revocation of the proxy, unless previous written notices of the death or revocation has been given to the Association.

14.1.

Every notice to be given to the Association or the National Executive under the Constitution shall be given to the Association or the National Executive or the Secretary in accordance with clause 14.2 and receipt of any such notice by the Secretary shall be deemed to be receipt by the Association or the National Executive.

14.2.

Any notice to be given to the Association or the National Executive under the constitution may be handed or posted to the Secretary or left at or posted to the Registered Office but no such notice shall be deemed to be received by the Association or the National Executive until it is actually received by the Secretary or delivered to the Registered office whichever occurs first.