Constitution of the Nelson Contract Bridge Club Incorporated

1. Name

The name of the club is Nelson Contract Bridge Club Incorporated (the club).

2. Registration

The club is registered under the Incorporated Societies Act 2022.

Its organisation is directed through a committee and various officers who sit on the committee.

3. Objects

The objects of the club are those charitable objects and purposes which are recognised by the Laws of New Zealand, including

a) Providing amenities, facilities and equipment for playing and teaching the game of bridge;

b) Promoting bridge tournaments, competitions and matches as well as providing for the control, administration and management of bridge sessions and events;

c) The provision and maintenance of premises considered necessary, desirable or convenient for the advancement of such objects.

4. Powers of the club

a) To affiliate with or disaffiliate from New Zealand Bridge Incorporated (NZ Bridge) orany other society or association having similar objects with the club;

b) Loans: to invest and lend monies of the club not immediately required upon such investments as the committee shall prudently consider to be reasonable. However,

the failure of such investments shall not render or cause the committee officers in favour to become personally liable, absent dishonesty;

c) To enter into employment agreements from time to time to facilitate the management of the club;

d) To enter into any tenancy and arrangements, either for holding of single tournaments or meetings, or for the acquisition of clubrooms for a term of years and to buy (either

for cash or terms) or otherwise obtain furniture, furnishings or other effects;

e) Acquisition of land: to purchase, take on lease, or by exchange, hire or otherwise to acquire any real and personal property and rights and privileges which the club may

think necessary for the purposes of the club and to sell or exchange these, with power to alter and pull down buildings and again to rebuild;

f) To erect buildings, borrow and raise money upon mortgage of any such property, sell, lease, exchange or otherwise deal with any property, upon such terms as the club may decide;

issue debentures, invest and deal with the funds of the Club in furthering these objects, and generally to do all such things for the benefit of and welfare of the club;

g) Sales or leases: to sell, lease, rent or exchange any property upon such terms as the club sees fit

h) To establish or facilitate the establishment of a charitable trust named Nelson Bridge Foundation or other trust registered under the Charities Act 2005 or any successor

legislation, to promote and advance all or any of the objects of the club. The club shall appoint the trustees of such a Foundation or Trust from time to time;

i) To do all such things as are incidental to the attainment of or the carrying into effect of the previously stated objects or any of them.

5. Affiliation

The club is affiliated as a member of NZ Bridge, being the governing organisation responsible for the management, control, administration and regulation of contract bridge in New Zealand. The club shall seek to comply with any requirements imposed from time to time for membership of that organisation. This is so as to maintain such affiliation and the benefits of such membership. All members of the club are, by virtue of that affiliation, also bound by the provisions of the rules of NZ Bridge to the extent that the same apply to members of affiliated clubs participating in the game of contract bridge.

6. Notices

This Constitution shall be available on the club website and will be provided to any member, on written application to the secretary. Any rules and notices required to be given to members shall be:

i) displayed on the noticeboard at the club rooms

ii) available on the club website

iii) emailed to members at their last known email address

7. Membership

a) The members of the Club shall be:

i) Life Members

ii) Ordinary Members

iii) Student Members

b) Life members shall be elected on the recommendation of the committee at any general meeting in recognition of their special contribution to the welfare of the club. A

three-fourths majority of those present and voting by secret ballot shall be necessary to ensure election of and thereafter to be life members. Life members shall be entitled

to all the privileges of membership without paying a yearly subscription. There shall not be more than five life members at any one time;

c) Every candidate for ordinary or student membership must be proposed and seconded by two members entitled under the rules to vote at meetings on the form prescribed by the committee, from time to time. The proposed member must consent to be a member by signing this form, (electronic signature allowed). The name of all applicants shall be posted on the notice board at the clubrooms for at least 14 days.

Any members wishing to object to the membership of any applicant must advise the secretary in writing of the grounds for such objection within this 14 day period. The committee may then, at its absolute discretion, elect, defer or reject such a candidate without having to give reasons for its decision. Upon becoming a member, the member shall be liable to pay the annual subscription fee prescribed from time to time. Every new member shall be notified by the secretary and shall then be bound by the rules and by-laws of the club;

d) Student members, who shall be persons under the age of 23 and not in full time employment, shall have the playing rights of ordinary members. They shall have no right to nominate, vote or hold office unless they become ordinary members and pay full fees;

e) The club’s register of members will be held in a data base which will be updated at least on a fortnightly basis.

8. Resignation of members

Notice of resignation from membership shall be given to the secretary in writing. A member who has not resigned before the end of the financial year, 30th June, is liable for the full subscription for the ensuing year. Such resignation shall take effect upon receipt of notice by the secretary without prejudice to any debt or liability previously incurred by the member to the club.

9. Visitors

The committee shall permit visitors to play in the club on payment of the usual table money provided that no visitor shall be eligible to act as substitute in events or matches. No visitor sha;; attend on more than three playing sessions in any club financial year, with the exception of holiday bridge as designated in the club programme.

10. Conduct and Discipline

a) Any member may lodge a complaint to the committee concerning the actions and/or behaviour of another member, a player or guest before, during or after any session, event or tournament conducted by the club;

b) Directors of play shall be required to report to the committee details of any disciplinary action taken or imposed against any member during any session conducted by the club;

c) The committee may consider complaints about the behaviour of any member at any event or tournament sanctioned by NZ Bridge;

d) In all cases complaints must be in writing addressed to and received by the committee not later than seven days following the alleged incident. The committee may delegate the complaint to a sub-committee consisting of three elected members of the committee. The sub-committee may co-opt any club member on to the subcommittee where it considers that it will assist the sub-committee in reaching any recommended or appropriate resolution.

11. Discipline and/or suspension of members

a) The committee has the power to censure, suspend from membership for a period, or expel any member, but the member shall be given the opportunity to offer an explanation and otherwise be treated in a manner consistent with the requirements of natural justice;

b) Any member expelled under rule 10 a) or 12, has the right to appeal, by delivering a notice in writing to the secretary to that effect within 3 months from the date of expulsion. A special general meeting shall be convened within 30 days of the date of delivery of such notice. At the meeting a majority of two-thirds of those voting, discretionary proxies included, may reverse the committee’s decision and/or in the alternative, censure or suspend the member from membership for a period. Officers of the club are excluded from holding proxy votes in this instance;

c) Notwithstanding the provisions of sub-clauses a) and b), the committee also has the power to refer any matter, allegation, or complaint of conduct, discipline or dispute that it considers sufficiently significant, concerning or important, to the Board of Management of NZ Bridge for enquiry, investigation and/or determination by the Board’s appropriate standing committee. In the event any such referral is accepted by the Board for that purpose, the committee shall abide by any consequent verdict, decision or determination.

12. Annual subscriptions

a) Annual subscriptions shall be determined by the committee in office in the preceding financial year;

b) Subscriptions are due in advance on the 1st day of July. Annual subscriptions shall be due and payable as follows: for new members – within 14 days after notification of elected membership; in all other cases payable by 15th July;

c) Any member whose subscription remains unpaid for 30 days shall be deemed to be suspended from membership and shall not be entitled to the privileges of the club until the subscription has been paid;

d) A member whose subscription is unpaid 60 days after the due date will have his or her membership cancelled. The person concerned shall still be liable to pay the outstanding subscription;

e) The committee shall have the power, in its absolute discretion, to refund, dispense with or make reductions in the subscription paid or payable by any member.

13. Table Money

a) In addition to the annual subscription, members shall pay a fee for each session in which he or she attends the club’s premises to play, such fee to be known as table money. The committee shall have the power to fix the amount of table money payable by each member;

b) A member is not eligible to play at any session, event or tournament if there is insufficient money in his or her table money account to meet the cost of the session, event or tournament. If a member’s account remains overdrawn for more than 14 days, or a member's account is repeatedly overdrawn, the treasurer or secretary may send notice of his or her default, and if the amount due is not paid within 14 days after the posting of such notice and/or if the member continues to regularly overdraw his or her account, such member shall no longer be entitled to exercise any of the privileges of membership and his or her membership may be terminated by the committee at its discretion.

14. Officers

a) The officers of the club shall include the president, vice-president and secretary and a treasurer. The club committee shall consist of officers of the club and sufficient other officers to form a committee of not more than ten;

b) All general meetings of the club and all committee meetings shall be chaired by the president or, in the president’s absence, by the vice-president. In the absence of both of them the meeting shall elect one of their number to fill the chair;

c) Officers shall be elected annually at the Annual General Meeting (A.G.M). Voting shall be as per 27 and 28;

d) No person shall hold the office of president for more than three years in succession.5

15. Election of officers

a) Only financial members of the club are eligible for election to the committee;

b) The AGM shall elect up to 10 officers all of whom, plus the immediate past president shall be the committee. The immediate past president shall serve on the committee for a maximum of one year;

c) Written nominations for election on the approved form, signed by two financial members and including the written consent of the nominee, shall be lodged with the secretary at least 14 days before the AGM. The written consent shall certify that the nominee is not disqualified from being an officer or committee member. The consent forms will be stored electronically and in paper form in the office of the club;

d) At least seven days before the AGM the secretary shall post on the noticeboard and on the club website, a list of nominees together with such information (not exceeding one side of an A4 sheet of paper) as may be supplied in support of each nomination;

e) In the absence of sufficient valid nominations being received and remaining current at the date of the AGM, nominations for any vacancies remaining may be made from the floor;

f) If a vacancy on the committee occurs between AGMs the vice-president shall fill a vacancy in the position of president, and any other vacancy may be filled by appointment by the committee. The committee may continue to act despite any vacancy.

16. Management by the Committee

a) From the end of each AGM until the beginning of the next, the club shall be administered, managed and controlled by the committee, which committee shall be accountable to the members for the implementation of the policies of the club as approved by any general meeting and having regard to the best interests of the club;

b) The committee may engage employees on such terms and with such powers as it thinks desirable;

c) Other than matters required by law or by these rules to be decided by the club in general meeting, the committee shall do all things in the exercise of the club’s powers and management;

d) The committee shall meet at such times and places and in such a manner as it may determine, including but not limited to video and audio conference and electronically messaging, and otherwise where and as convened by the president. The committee shall meet regularly, not less than ten times per year. Meetings may be summoned by the president or the secretary. Any three members of the committee may sign and serve on the president, a requisition for a committee meeting. If a committee meeting is not held within 14 days after service of the requisition, the requisitioners shall be entitled to summon such a meeting. If any member is absent from three consecutive meetings without due cause, such member shall cease to be a member thereof and the committee may fill the vacancy as provided by Rule 15_f);

e) The committee may co-opt any member to the committee for a specific purpose for a limited period;

f) The quorum for committee meetings is five;

g) Only the Officers and the immediate past president and any member co-opted under rule 15 e) who are present in person shall be counted in the quorum and be entitled to vote;

h) The committee may appoint sub-committees consisting of such members as it thinks fit and with or without power to co-opt. The President shall ex officio be a member of all sub committees;

i) The committee may act by resolution approved by a majority of those present in person or via a video or audio link or who vote by secure email within the time deadline set by the chairperson. In the case of an equality of votes, the chairperson shall have a casting, that is, a second vote;

j) The committee may make further rules or by-laws consistent with these rules for any matter affecting members and the management of the club;

k) These rules, any by-laws, the resolutions of general meetings, the decisions of the committee on the interpretation of these rules, and all actions taken by the committee in accordance with these rules, and even on matters not provided for in these rules, but within its spirit, shall be final and binding on all members;

l) Each officer shall immediately, on resigning or ceasing to hold office, deliver to the Secretary all books, papers and other property of the club.

17. Status and playing rights of members

a) The committee may appoint a sub-committee chaired by an officer to decide members’ playing grades. The number of grades and of members allotted to each grade will be determined by the committee, such grading sub-committee shall act from time to time to grade, classify and periodically re-classify all players consistent with the committee’s determination. Should a member of the grading sub-committee not be available at any time the committee may appoint a substitute.

b) The Match sub-committee shall make recommendations to the committee, and in conjunction with it, decide the grading of members. No question concerning the grading of individual members shall be discussed at any committee meeting other than in the manner provided under this clause.

18. Secretary and Records

The secretary shall be responsible to the committee for secretarial functions.

a) The secretary shall record the minutes of all general meetings and committee meetings. All minutes, when confirmed by a subsequent meeting and signed by the chairperson of that meeting, shall prima facie be evidence that the meeting was duly called and that the minutes are a true and correct record of what occurred at the meeting;

b) The minutes, when signed shall be posted on the club’s notice board;

c) The committee shall hold the club’s records, documents, and books at the club rooms and/or by electronic storage;

d) The Secretary’s contact details are: contact@nelsonbridge.co.nz 

19. Treasurer

The functions of the treasurer shall include:

a) Keeping such books of account as may be necessary to provide a true record of the club’s financial position;

b) Preparing budgets and reporting on the club’s financial position to each committee meeting;

c) Presenting an annual statement of accounts (statement of financial performance and statement of financial position) to the AGM;

d) Chairing any finance sub-committee; and

e) Supervising all the financial affairs of the club;

f) The committee may appoint an acting treasurer to act during any period when the treasurer is not available to perform his/her duties through absence or illness, or from any other cause. During his/her appointment the acting treasurer shall have and may exercise all the powers and authorities conferred on the treasurer.

20. Financial year

The financial year of the club begins on the 1st day of July in each year and ends on the 30th day of June.

21. Major transactions

a) The officers of the club without any restriction whatsoever may decide if any proposed transaction is a major transaction and this decision shall be final in every respect. Any transaction exceeding $20,000 (ex gst) in value will automatically be deemed a major transaction. Major transactions shall be referred to a general meeting of members;

b) In all other matters the committee may purchase, take on lease or otherwise acquire real and personal property of every description and generally act in all matters which may be thought necessary or expedient for the attainment of any of the objects of the club. The committee may sell, exchange, lease, let, hire out, sub-let, mortgage or otherwise dispose of or deal with such property, or any part of it and may build on any land and may repair, alter, improve, or otherwise deal with any building.

22. Finance and accounts

a) The committee shall set playing fees from time to time and may impose additional fees for visitors to the club and other charges as it may decide;

b) Moneys belonging to the club shall be deposited in bank accounts under such conditions as the committee decides. The committee shall also give such directions as it may consider desirable for the payment of accounts. Payments shall be authorised by two persons one of whom must be the treasurer and/or secretary and any other officer appointed by the committee for that purpose. The committee shall ensure that proper accounting records are kept;

c) At the AGM the committee shall submit a statement of the accounts of the club as at 30th June and an account of the income and expenditure for the period, such accounts to be audited or reviewed by a suitably qualified person such as a chartered accountant or certified bookkeeper;

d) Any financial transaction involving a committee member must be fully disclosed and the member must not vote on the issue.

23. Payments to members

a) No member or person associated with any member of the club shall derive any income, benefit or advantage from the club where they can materially influence the payment of the income, benefit or advantage, except where that income, benefit or advantage is derived from:

i) Professional services to the club rendered in the course of business, or

ii) Interest on money but at no greater than current market rates

b) Any such income, benefit or advantage paid shall be reasonable and not exceed that which would be paid in an arm’s length transaction (being the open market value);

c) The provisions and effect of this clause shall not be removed from these rules and shall be included into any rule replacing this rule.

24. Auditor

The person who undertakes the annual audit or review of the accounts of the club shall be elected by majority at each AGM. Should a vacancy occur during the year the committee shall appoint a suitably qualified person as specified in Rule 22 c).

25. Annual General Meeting

a) The Annual General Meeting shall be held in August each year on a date fixed by the committee, unless there is an Act of God or pandemic lockdown;

b) At least ten working days’ notice of this meeting shall be given to members.

26. Special general meeting

a) The committee shall call a special general meeting:

i) whenever it considers it in the interests of the club to do so; or

ii) upon receipt of a requisition to do so signed by 10 or more members and stating the business of the meeting.

b) Notice of any business to be considered at any special general meeting must be given at least ten working days before the meeting and in the case of a meeting called under rule 26 a) ii), the meeting must be held within 30 days of the receipt of the requisition;

c) At any special general meeting no business shall be transacted other than that stated in the notice convening the meeting. Amendments to the proposed motion shall be considered.

27. Voting

a) At all general meetings voting shall be on a show of hands, proxies included, or a ballot shall be conducted in such manner as the chairperson shall determine. In the event of any vote being tied, the tie shall be resolved by another ballot. If there is still an equality of votes the chairperson has a casting as well as a deliberative vote;

b) Two members (who are not nominees) appointed by the meeting shall act as scrutineers for the counting of votes and destruction of any voting papers.

28. Proxies

a) At all general meetings members may exercise their right to vote either by being present in person or by appointment of a proxy. The proxy may be another member of the club or the chairperson of the meeting;

b) The proxy must be appointed by notice in writing, signed and dated by the member, and sent to the secretary (either by mail or email) so that it is received not later than 48 hours before the start of the meeting.

The proxy shall either be:

i) Directed, where the proxy holder is required to vote in a specific way as directed by the member, or

ii) Discretionary, where the member gives their proxy the ability to exercise voting discretion on a specific motion for which additional information may be presented at the general meeting

c) A proxy appointment must be on the approved form which is available from the secretary;

d) If the proxy appointment form has been signed under a Power of Attorney, a copy of the Power of Attorney and a signed Certificate of Non-Revocation of the Power of Attorney shall be submitted with this proxy appointment form.

29. Quorum

At all general meetings 15 members excluding proxies or one-half of the club’s current members, whichever is the lesser, shall form a quorum. If there is not a quorum present 15 minutes after the time set down for the meeting, the meeting shall be adjourned and immediately reconvened. At the reconvened meeting if there is no quorum within 15 minutes the members present shall either adjourn the meeting or the meeting can then transact its business if three-quarters of those present agree.

30. Alteration to rules

No alteration, addition or deletion shall be made to these rules except at a general meeting. Particulars of any proposed changes must be given in the notice convening the meeting. The votes of two thirds of those members present, proxies included, on that occasion are required to effect any change.

31. Common seal

The common seal witnessed by two members of the committee shall be affixed to documents only as the committee, by resolution, directs.

32. Dissolution

In accordance with the Incorporated Societies Act 2022, or any law in substitution for that Act, members present at a general meeting of the club may resolve that the club be dissolved as from a date specified in that resolution. Any such resolution must be confirmed at a subsequent special general meeting called for that purpose and held not later than 30 days after the passing of the resolution. Members shall direct, after all debts of the club have been paid, the funds and property of the club to NZ Bridge Foundation or to any one or more societies or charitable trusts in New Zealand having as one of their principal objects the fostering and promotion of and participation in the game of bridge in New Zealand.

33. Honoraria

The club may pay honoraria to officers on approval of the membership obtained, in any instance, by resolution at an annual or special general meeting.