Devonport Yacht Club

Contents

Constitution of the Devonport Yacht Club Incorporated
Contents
INTRODUCTION
OPERATIVE PROVISIONS
1 NAME
2 REGISTERED OFFICE
3 CHARITABLE STATUS
4 DEFINITIONS
5 PURPOSES
6 CONTACT PERSON
7 MEMBERS
7.1 Minimum number of Members
7.2 Becoming a Member: consent
7.3 Diversity
7.4 Becoming a Member: process
7.5 Election of Life Members
7.6 Members' obligations and rights
7.7 Ceasing to be a Member
8 MEMBERSHIP CATEGORIES
8.1 Full Membership
8.2 Associate Membership
8.3 Corporate Membership
8.4 Life Membership
8.5 Changing Membership status
8.6 Fixing of subscription fees
8.7 Subscription fee reductions and waivers
8.8 Subscription fees in arrears
8.9 Other Payments
8.10 Affiliation
9 MANAGEMENT AND DECISION MAKING
9.1 Officials
9.1.1 Offices and position holders
9.1.2 Election of officers and position holders
9.1.3 Eligibility and Nominations for Office or Position
9.2 Cessation of Office, Position, or Committee Membership
9.3 Ceasing to hold office
10 OFFICER, POSITION HOLDER AND SUB COMMITTEE MEMBER DUTIES
10.1 Officers' duties
10.2 President
10.3 Commodore
10.4 Vice-Commodore
10.5 Rear-Commodore
10.6 Substitute
10.7 Secretary's Duties
10.8 Treasurer's Duties
10.9 Executive Officers’ Duties
10.10 Conflicts of interest
11 COMMITTEES
11.1 Managing Committee
11.2 Sub-committees
12 MANAGING COMMITTEE DUTIES
12.1 Management held by the Managing Committee
12.2 Managing Committee Duties
12.3 Other Managing Committee Powers
12.4 Use of Money and Other Assets
12.5 Insufficient Funds
12.6 Decision of Managing Committee
13 SUB-COMMITTEE DUTIES
13.1 General Duties of the Sub-Committees
13.2 Sub-Committee Decisions Requiring Managing Committee Approval
13.3 Specific Sub-Committee Responsibilities
13.3.1 Sailing Sub-Committee
13.3.2 Haulage Sub-Committee
13.3.3 Clubhouse Sub-Committee
13.3.4 Social Sub-Committee
13.3.5 Bar Sub-Committee
13.3.6 Communications Sub-Committee
13.3.7 Site Sub-Committee
13.3.8 Health and Safety Sub-Committee
13.3.9 Sustainability Sub-Committee
14 MEETINGS
14.1 Annual General Meeting
14.2 Special General Meeting
14.3 Open Forum Meeting
14.4 Notice of Meetings
14.5 Managing Committee Meetings
14.6 Failure to Attend Meetings
14.7 Quorum
14.8 Voting
15 RECORDS
15.1 Register of Members
15.2 Interests Register
16 FINANCIAL CONTROL AND MANAGEMENT
16.1 Balance date
17 DISPUTE RESOLUTION
17.1 Meanings of dispute and complaint
17.2 How complaint is made
17.3 Person who makes complaint has right to be heard
17.4 Person who is subject of complaint has right to be heard
17.5 Investigating and determining dispute
17.6 Club may decide not to proceed further with complaint
17.7 Club may refer complaint
17.8 Decision makers
18 CONSTITUTION INTERPRETATION
19 ALTERATIONS TO THE CONSTITUTION
20 LIQUIDATION AND REMOVAL FROM THE REGISTER
20.1 Surplus assets

GENERAL

INTRODUCTION
A.
The Devonport Yacht Club Incorporated (the “Club”) is an incorporated society that was incorporated on 4th April 1927 and is governed by rules dated 12th February 2026.

B.
The Club has decided to approve this new constitution to take effect on reregistration according to the procedures set out in clause 10 of schedule 1 of the Act. This constitution replaces all previous rules of the Club.

OPERATIVE PROVISIONS

1 NAME
The name of the society is Devonport Yacht Club Incorporated or such other name approved at a General Meeting in accordance with the Act.

2 REGISTERED OFFICE
The registered office of the Club is 1 King Edward Parade, Devonport, Auckland 0624, New Zealand. This is commonly known to be located at 25 King Edward Parade, Devonport 0624, New Zealand.

3 CHARITABLE STATUS
The Club is not and does not intend to be registered as a charitable entity under the Charities Act 2005.

4 DEFINITIONS
4.1 In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
(a) ‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.
(b) ‘Annual General Meeting’ means a meeting of the Members of the Club held once per year which, among other things, will receive and consider reports on the Club’s activities and finances.
(c) ‘Managing Committee’ means the Club’s governing body.
(d) ‘Constitution’ means the rules in this document.
(e) ‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Club.
(f) ‘In writing’ means in hard copy or by electronic form including email.
(f) ‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.
(g) ‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act.
(h) ‘Matter’ means A matter as defined in section 62(4) of the Act.
(i) ‘Member’ means a person who has consented to become a Member of the Club and has been properly admitted to the Club who has not ceased to be a Member of the Club.
(j) ‘Notice’ to Members includes any notice given by email, post, or courier.
(k) ‘Officer’ means a natural person who is:
(i) a Member of the Managing Committee, or
(ii) occupying a position in the Club that allows them to exercise significant influence over the management or administration of the Club.
(l) ‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.
(n) ‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.
(o) ‘Working Days’ means any day excluding:
(i) A Saturday, Sunday, or statutory holiday in Auckland, New Zealand; and
(ii) Any day in the period between 24 December to 1 January (inclusive) in each calendar year.

5 PURPOSES
5.1 The primary purposes of the Club are to encourage yachting and boating generally including maintenance and repair of member boats and to foster the social and community spirit of the Club and its Membership as the Members may from time to time deem necessary or expedient.

5.2 The Club must not operate for the purpose of, or with the effect of—
•distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); or
•having capital that is divided into shares or stock held by its Members; or
•holding, property in which its Members have a disposable interest (whether directly, or in the form of shares or stock in the capital of the Club or otherwise).

But the Club will not operate for the financial gain of Members simply if the Club—
•engages in trade,
•pays a Member for matters that are incidental to the purposes of the Club, and the Member is a not-for-profit entity
•distributes funds to a Member to further the purposes of the Club, and the Member—
•is a not-for-profit entity, and
•is affiliated or closely related to the Club, and
•has the same, or substantially the same, purposes as those of the Club.
•reimburses a Member for reasonable expenses legitimately incurred on behalf of the Club or while pursuing the Club’s purposes,
•provides benefits to Members of the public or of a class of the public and those persons include Members or their families,
•provides benefits to Members or their families to alleviate hardship,
•provides educational scholarships or grants to Members or their families,
•pays a Member a salary or wages or other payments for services to the Club on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the Club),
•provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Club.
•on removal of the Club from the Register of Incorporated Societies having its surplus assets distributed under subpart 5 of Part 5 of the Act to a Member that is a not-for-profit entity.

6 CONTACT PERSON
The Club shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.
The Club’s contact person must be:
•At least 18 years of age, and
•Ordinarily resident in New Zealand.
A contact person will be appointed by the Managing Committee.
Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:
•a physical address or an electronic address, and
•a telephone number.
Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Club becoming aware of the change.

MEMBERS - MEMBERSHIP CATEGORIES

7 MEMBERS

7.1 Minimum number of Members
The Club shall maintain the minimum number of Members required by the Act.

7.2 Becoming a Member: consent
Membership of the Club is open to anyone interested in the objects of the Club who meets the Membership category criteria set out below. Every applicant for Membership must consent in writing to becoming a Member.

7.3 Diversity
The Club recognizes and values diversity and the benefit gained from the involvement of Members with a diverse blend of skills, ages, experiences, views, and attributes gained from different life experiences and backgrounds. As such, the Club seeks to encourage diversity in its Membership and at all levels of its management and decision making.

7.4 Becoming a Member: process
An applicant for Membership must complete and sign any application form, supply any information, or attend an interview as may be reasonably required by the Managing Committee regarding an application for Membership and will become a Member on acceptance of that application by the Managing Committee.

All applications for Membership, except Life Membership, must:
a)be proposed by one Member and seconded by another. It is preferable that the applicant be personally known by the proposer and seconder (or, in the case of a Corporate Membership, an individual belonging to the applicant is personally known by the proposer and seconder); but, in the event that an applicant has no prior acquaintance with the Club, two Flag Officers may propose and second an application;
b)be on the Club’s Membership application form, completed by the applicant (to indicate the applicant’s consent to become a Member), proposer, and seconder; and
c)accompanied by the correct subscription for the relevant category of Membership.

All Members, except Life Members, must be endorsed by a resolution of the Managing Committee. Pending such election the applicant may make use of the Club facilities on Club evenings and other Club events (if a Corporate Member, such use is subject to the Managing Committee’s determination pursuant to section 8.3 ). If an applicant is not elected, their subscription fee will be promptly refunded.
The Managing Committee may accept or decline an application for Membership at its sole discretion. The Managing Committee must advise the applicant of its decision.
The signed written consent of every Member to become a Club Member shall be retained in the Club’s Membership records.

7.5 Election of Life Members:
Any Member of the Club who has provided significant meritorious services to the Club may be elected a Life Member of the Club at any Annual General Meeting, following nomination by the Managing Committee. Such nomination and election must be by ballot.
7.6 Members' obligations and rights
Every Member shall:
•provide the Club in writing with that Member’s name and contact details (namely, physical or email address and a telephone number) and any other information reasonably required by the Club from time to time and promptly advise the Club in writing of any changes to those details.
•shall promote the interests and purposes of the Club and shall do nothing to bring the Club into disrepute.
•interact with each other in a spirit of goodwill and cooperation; and
•not behave in a manner likely to cause damage to the reputation, character or interests of the Club.
•comply with the Constitution, including any requirements or decisions of the Managing Committee, any sub-committees, and the dispute resolution process described in section 17.
•Pay membership fees within 1 month of invoice.
A Member is only entitled to exercise the rights of Membership (including attending and voting at General Meetings, accessing or using the Club’s premises, facilities, equipment and other property, and participating in Club activities) if all subscriptions and any other fees have been paid to the Club by their respective due dates.
No Member or Life Member is liable for an obligation of the Club by reason only of being a Member.
The Managing Committee may decide what access or use Members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the Club, and to participate in Club activities, including any conditions of and fees for such access, use or involvement.

7.7 Ceasing to be a Member
A Member ceases to be a Member—
•by resignation by written notice by that Member to the Managing Committee, or
•on termination of a Member’s Membership following a dispute resolution process under this Constitution, or
•on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), or
•by resolution of the Managing Committee where in the opinion of the Managing Committee by a 2/3 vote the Member has brought the Club into disrepute or makes their membership of the Club undesirable.

with effect from (as applicable)—

•the date of receipt of the Member’s notice of resignation by the Managing Committee (or any subsequent date stated in the notice of resignation), or
•the date of termination of the Member’s Membership under this Constitution, or
•the date of death of the Member (or if a body corporate from the date of its liquidation or deregistration, or if a partnership from the date of its dissolution), or
•the date specified in a resolution of the Managing Committee. When a Member’s Membership has been terminated the Managing Committee shall promptly notify the former Member in writing.

And must -
•unless otherwise determined by majority resolution of the Managing Committee, pay all arrears of subscription fees and any other monies owing to the Club up to the date of such notice (there is no entitlement to a refund of the subscription fee on resignation); and
•not later than one calendar month following such resignation give to the Secretary all documents, passwords, and other property of the Club held by them including any keys or security fobs for the Club.

8 MEMBERSHIP CATEGORIES
The Club consists of three categories of Membership:
a)Full Membership, which is made up of Family, Individual, Youth, and Life Members (and which includes Members with Veteran and / or Out of Town status);
b)Associate Membership, which is made up of Associate – Family and Associate – Individual Members (and which includes Members with Veteran status); and
c)Corporate Membership, which is made up of Corporate Members,

8.1 Full Membership
The Full Membership category, whilst primarily intended for boat owners, is available to all applicants. Such Members are entitled to full use of all of the Club's facilities and, subject to section 9.1.1.3 to hold office and, subject to section 14.8, to vote at a General Meeting. The full Membership category consists of the following Membership classes:
a)
a Family Membership consists of one person and their partner both over 18 years of age together with all of their children less than 18 years of age. Together these individuals will constitute one Family Membership;
b)
an Individual Membership consists of one person over 25 years of age;
c)
a Youth Membership consists of one person under the age of 25 years; and
d)
a Life Membership consists of one person and their partner; together these individuals will constitute a Life Membership.

8.2 Associate Membership
The Associate Membership category is not entitled to vote for any matter voted on at a General Meeting but is entitled, subject to section 9.1.1, to hold office. The Associate Membership category consists of the following Membership classes:
a)
an Associate – Family Membership consists of one person and their partner both over 18 years of age together with all of their children under 18 years of age, together these individuals will, subject to meeting the criteria described below constitute one Associate – Family Membership; and
b)
an Associate – Individual Membership consists of one person over 25 years of age who meets the eligibility criteria described below.
Associate Membership eligibility: The Associate Membership category is intended for non-boat owners and is essentially a social Membership. To be eligible as either an Associate – Family Membership or an Associate – Individual Membership, those individuals:
a)may only own a boat or a share in a boat (including a dinghy or other craft) smaller than 4 metres in length;
b)may only race as crew in a boat 4 metres or larger; and
c)will not be granted a dinghy locker or haulage privileges.

8.3 Corporate Membership
A Corporate Membership consists of a corporate entity which is approved as a Corporate Member by the Managing Committee. The terms of any Corporate Membership and subscription fees payable will be determined by the Managing Committee in each case. Corporate Members are not entitled to propose or second an application for Membership of the Club, hold office or to vote for any matter voted on at an Annual or Special General Meeting. Individuals belonging to a Corporate Member may be granted use of the Club facilities as decided by the Managing Committee from time to time.

8.4 Life Membership
Any Member of the Club who has provided significant meritorious services to the Club may be elected a Life Member of the Club at any Annual General Meeting, following nomination by the Managing Committee. Such nomination and election must be by ballot.

8.5 Changing Membership status:
The Membership category of existing Club Members may only be altered with the consent of the Managing Committee.

8.6 Fixing of subscription fees:
Members of the Club voting at a General Meeting shall fix the annual subscription fees, including any fee reductions or waivers required by section 8.7, for all categories of Membership for the subsequent financial year.

8.7 Subscription fee reductions and waivers:
Subscription fee reductions and waivers will apply to any Members who satisfy the following criteria:
a)Life Member: Any Member who is a Life Member is exempt from paying Club subscription fees for the remainder of their membership.
b)Veteran: Any Member (except a Corporate Member), who has reached the age of sixty-five and has been a Member of the Club for twenty continuous years or more during the period immediately preceding the date of application may apply in writing to the Managing Committee for Veteran status. That Member’s Membership (whether Family, Individual, Associate - Family or Associate – Individual) will, if approved:
i)pay a reduced subscription fee fixed in accordance with section 8.6;
ii)retain all privileges of their Membership type; and
iii)have the designation "(Veteran)" noted on the Club's Membership roll following the notation of their class of Membership on that roll.
c)Out of town: Any full Member who lives or relocates to live 100 kilometres or more from the Clubhouse may apply in writing to the Managing Committee for Out of Town status. That Membership will, if approved:
i)pay a reduced subscription fee fixed in accordance with section 8.6 for the period that they are out of town;
ii)have the designation "(Out of town)" noted on the Club's Membership roll;
iii)enjoy benefits equivalent to an Associate Membership type;
iv)have their out of town status removed and be permitted to enjoy full membership benefits on their return to live within 100 kilometres of the Clubhouse and on payment of the difference of the appropriate subscription fees for the balance of the current year; and
v)may have their membership terminated by the Managing Committee if they do not apply for Full Membership within three months of their return to live within 100 kilometres of the Clubhouse.

8.8 Subscription fees in arrears:
Members who have not paid their subscription fees by 2 months after the due date in any year (unless they have entered into an alternative arrangement approved by the Managing Committee):
a)will forfeit all rights (including voting rights) and privileges of Membership until the subscription fees have been paid in full; and
b)may, if their Membership fees are not paid in full by 3 months after the due date in any year, have their Membership terminated by the Managing Committee.

8.9 Other Payments:
Payments for Club activities must be made:
a)if a prerequisite for a particular activity, on application for such activity; and
b)if invoiced, by the stated due date, where applicable.

8.10 Affiliation
The Managing Committee may grant affiliation status to other Clubs with similar objects to the Club. The terms of any affiliation will be determined by the Managing Committee in each case. Members of affiliated Clubs are not entitled to propose or second an application for Membership of the Club, hold office or to vote for any matter voted on at a General Meeting. Individuals belonging to an affiliated Club may be granted use of any of the Club facilities as decided by the Managing Committee from time to time.

9 MANAGEMENT AND DECISION MAKING
9.1 Officials

9.1.1 Offices and position holders
The Club will have:
a)the following, neither of whom will be deemed to be officers of the Club:
i)one Patron (who need not be a Member of the Club); and
ii)one President;;
b)the following, who are deemed to be officers of the Club:
i)three Flag Officers: the Commodore, Vice Commodore, and Rear Commodore;
ii)ten Executive Officers: the Treasurer, Sailing Master, Haulage Master, Clubhouse Captain, Site Master, Bar Officer, Publicity Officer, Health and Safety Officer, Social Officer and Sustainability Officer; and
iii)at least one and up to three additional officers; and
c)one Secretary who is not deemed to be an officer of the Club. The Secretary will be appointed by the Managing Committee in accordance with section 12.2.

9.1.2 Election of officers and position holders:
a)The Patron, President, and Officers of the Club must be elected annually at the Annual General Meeting by a simple majority of those Members present who are eligible to vote.
b)If any office or position becomes vacant or is not filled at the Annual General Meeting the Managing Committee may elect a Member to fill the vacancy until the following Annual General Meeting.
c)Any officer or position holder of the Club (except the Patron) ceasing to be a Member of the Club must also cease to be an officer or a position holder of the Club.

9.1.3 Eligibility and Nominations for Office or Position:
a)Eligibility: Members are eligible for office or position as follows:
i)Every Officer must be a natural person who—
•has consented in writing to be an officer of the Club, and
•certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Club,
each certificate shall be retained in the Club’s records.
ii)Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Club.
iii)only Members in the Full category of Membership are eligible for nomination for an office or position as described in sections 9.1.1(a), 9.1.1(b)(i) and 9.1.1(b)(ii) above;
iv)Members in the Full and Associate categories of Membership are eligible for nomination for an office or position as described in 9.1.1(b)(iii) and 9.1.1(c) above;
v)nominees for Flag Officer should preferably:
•have at least one years’ prior service on the Managing Committee;
•if elected, serve in that Flag Officer position for two consecutive years; and
•following that, accept nomination for the next higher Flag Officer position and serve in that Flag Officer position for a further two consecutive years.
vi)retiring office or position holders are immediately eligible for re-election, provided that it is preferable for the Commodore to delay re-election to an office or position until a reasonable period of time has passed since their retirement from the position of Commodore;
vii)nominees must have paid their current subscription fees in full prior to nomination; and
viii)nominees must not be disqualified from nomination pursuant to any laws, statutes, regulations or by-laws.
b)Nominations: nominations are to be made as follows:
i.for Patron, President and Flag Officers: on the prescribed form, expressing consent to serve if elected, to the Secretary at least one calendar month before the Annual General Meeting;
ii.for other officers: preferably in writing to the Secretary at least one calendar month before the Annual General Meeting, or orally at the Annual General Meeting, expressing consent to serve if elected, at the Annual General Meeting.
Nominations open two calendar months before the Annual General Meeting. The Secretary will make the relevant details of all nominations received by one calendar month before the Annual General Meeting available to the Members not later than two weeks before the Annual General Meeting.

9.2 Cessation of Office, Position, or Committee Membership
a)
Officers or position holders of the Club or Members of the Managing Committee or any sub-committee shall cease to hold such office, position or committee Membership when:
i)they are disqualified from being an officer, holding a position, being a Member of the Managing Committee or any sub-committee pursuant to any laws, statutes, regulations or by-laws;
ii)when they resign (by notice in writing to the Managing Committee), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
iii)if an office or position holder (excluding the Secretary), they are not elected to that office or position at the Annual General Meeting immediately following their election;
iv)if the Secretary, they are not re-appointed to that position in accordance with 12.2(a) following the next Annual General Meeting;
v)they (except the Patron) cease to be a Member of the Club; or
vi)they, if a Member of a committee, fail to attend three consecutive meetings of the relevant committee without first obtaining leave of absence from the Managing Committee for a defined period.
vii)The Officer has brought the Club into disrepute.
viii)The Officer has failed to disclose a conflict of interest.
ix)The Managing Committee passes a vote of no confidence in the Officer.

9.3 Ceasing to hold office
If a person ceases to be an officer or position holder of the Club or a Member of the Managing Committee or any subcommittee, that person must, unless authorized by the Managing Committee, promptly (and not later than one calendar month following such cessation) give to the Secretary all documents, passwords, and other property of the Club held by them including any keys or security fobs for the Club.

DUTIES, COMMITTEES, MANAGING COMMITTEE, SUB - COMMITTEES

10 OFFICER, POSITION HOLDER AND SUB COMMITTEE MEMBER DUTIES

In addition to the duties set out below, each officer and position holder must participate in the dispute resolution process described in section 17, if required to do so by the Managing Committee.

10.1 Officers' duties
At all times each Officer:
1.shall act in good faith and in what he or she believes to be the best interests of the Club,
2.must exercise all powers for a proper purpose,
3.must not act, or agree to the Club acting, in a manner that contravenes the Act or this Constitution,
4.when exercising powers or performing duties as an Officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
•the nature of the Club,
•the nature of the decision, and
•the position of the Officer and the nature of the responsibilities undertaken by him or her
5.must not agree to, or cause or allow to be caused, the activities of the Club being carried on in a manner likely to create a substantial risk of serious loss to the Club or to the Club’s creditors, and
6.must not agree to the Club incurring an obligation unless he or she believes at that time on reasonable grounds that the Club will be able to perform the obligation when it is required to do so.

10.2 President:
The President is responsible for:
a)convening and chairing all General Meetings of the Club and establishing whether a quorum is present at such meetings in accordance with section 14.7.
b)attending any Managing Committee meetings if he or she considers such to be reasonably necessary or if requested to do so by a Flag Officer; and
c)chairing any dispute resolution sub-committee established by the Managing Committee pursuant to section 17.

10.3 Commodore:
The Commodore is responsible for:
a)deputizing for the President whenever the President is absent;
b)convening and chairing all Managing Committee meetings of the Club and establishing whether a quorum is present at such meetings in accordance with section 14.7;
c)overseeing the operations of the Club and providing a report on such operations at each Annual General Meeting of the Club; and
d)representing the Club.

10.4 Vice-Commodore:
The Vice-Commodore is responsible for assisting the Commodore in the discharge of their duties and, in their absence, officiating in their place.

10.5 Rear-Commodore:
The Rear-Commodore is responsible for assisting both the Commodore and the Vice- Commodore in the discharge of their duties and, in their absence, officiating in their place.

10.6 Substitute:
If the President or a Flag Officer are not present at any meeting, the Members must elect by majority vote one of the Members present to chair that meeting of the Club.

10.7 Secretary's Duties:
The Secretary is responsible for:
a)giving notice of all General Meetings, and Open Forum Meetings of the Club in accordance with section 14 below and accurately recording the minutes of all meetings (except sub-committee meetings), including those of the dispute resolution sub-committee, of the Club;
b)together with the Treasurer, keeping the register of Members and Members’ boats together with a record of any other information collected from Members by the Club and providing the same to the Treasurer, the Sailing Master, the Haulage Master, the Flag Officers or Managing Committee as required;
c)holding the Club’s records, documents reports, and other communications connected with the Club except those required for the Treasurer’s function and bringing them before such meetings as may properly deal with them;
d)maintaining master copies of:
i)all standard operating procedures approved by the Managing Committee; and
ii)all templates including but not limited to application forms for Membership, race entry, functions, yearbook advertisements, race sponsorship, and new Members’ letters;
e)receiving and replying to the correspondence of the Club as required by the Managing Committee;
f)advising the Registrar of Incorporated Societies or other relevant authority of any changes to these Rules of the Club; and
g)holding the Club’s common seal.

10.8 Treasurer's Duties:
The Treasurer is responsible for:
a)having custody of the Club’s funds and keeping proper accounting records of the Club’s financial transactions to allow the Club’s financial position to be readily ascertained;
b)preparing annual financial statements in accordance with generally accepted accounting practice for presentation at each Annual General Meeting;
c)presenting a financial report to each Annual General Meeting;
d)if requested by the Managing Committee, arranging for the annual auditing or review of the Club’s accounts by an independent auditor or reviewer approved by the Managing Committee;
e)forwarding the annual financial statements (together with the relevant audit or review report, if an audit or review is undertaken) for the Club to the Registrar of Incorporated Societies or other relevant authority;
f)providing financial information to the Managing Committee as the Managing Committee may determine;
g)receiving all moneys due to the Club and paying all moneys collected as soon as practicable and without deduction to the bank account of the Club;
h)submitting all bills for payment to the Managing Committee for approval pursuant to section 12.4 and paying all such bills contracted by it following such approval (including entry fees for Club fixtures or other events and haulage monies); and
i)together with the Secretary, keeping the register of Members and Members’ boats together with a record of any other information collected from Members by the Club and providing the same to the Sailing Master, the Haulage Master, the Flag Officers or Managing Committee as required.

10.9 Executive Officers’ Duties:
Other Executive Officers will exercise their duties as chairpersons of their respective subcommittees whose duties are detailed in section 13.

10.10 Conflicts of interest
An Officer or Member of a sub-committee who is an Interested Member in respect of any Matter being considered by the Club, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
a)to the Committee and or sub-committee, and
b)in an Interests Register kept by the Managing Committee.
Disclosure must be made as soon as practicable after the Officer or Member of a sub-committee becomes aware that they are interested in the Matter.
An Officer or Member of a sub-committee who is an Interested Member regarding a Matter—
a)must not vote or take part in the decision of the Managing Committee and/or sub-committee relating to the Matter unless all Members of the Committee who are not interested in the Matter consent; and
b)must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all Members of the Managing Committee who are not interested in the Matter consent; but
c)may take part in any discussion of the Managing Committee and/or sub-committee relating to the Matter and be present at the time of the decision of the Managing Committee and/or sub-committee (unless the Managing Committee and/or sub-committee decides otherwise).
However, an Officer or Member of a sub-committee who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.
Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested Officers agree otherwise.
Where 50 per cent or more of the Members of a sub-committee are prevented from voting on a Matter because they are interested in that Matter, the Managing Committee shall consider and determine the Matter.

11 COMMITTEES
11.1 Managing Committee:
There will be one Managing Committee which will be comprised of the three Flag Officers, ten Executive Officers, and one - three other additional officers as described in section 9.1.1 above and will be chaired by the Commodore.
11.2 Sub-committees:
a)There will be the following standing sub-committees, if deemed necessary by the Managing Committee, the responsibilities of each of which are set out in section 13:
i)Sailing Sub-committee: chaired by the Sailing Master;
ii)Haulage Sub-committee: chaired by the Haulage Master;
iii)Clubhouse Sub-committee: chaired by the Clubhouse Captain;
iv)Social Sub-committee: chaired by the Social Officer;
v)Bar Sub-committee: chaired by the Bar Officer;
vi)Communications Sub-committee: chaired by the Publicity Officer;
vii)Site Sub-committee: chaired by the Site Master;
viii)Health and Safety Sub-committee: chaired by the Health and Safety Officer;
ix)Sustainability Sub-committee: chaired by the Sustainability Officer; and
x)Sponsorship Sub-committee: chaired by a Flag Officer
b)Other sub-committees, including the dispute resolution sub-committee formed in accordance with section 17, may be formed from time to time with the approval of the Managing Committee to pursue specific objectives. Such sub-committees shall be chaired by an Officer of the Club.
c)The Members of each sub-committee (excluding the Health and Safety and dispute resolution sub-committees) shall be chosen by the relevant chair as soon as possible after each Annual General Meeting and their appointment to or removal from any sub-committee shall be subject to the approval of the Managing Committee. All Members of the Club are eligible to be chosen as Members of each of the sub-committees.
d)Flag Officers: the Flag Officers of the Club are deemed to be ex-officio Members of each sub-committee (excluding the dispute resolution sub-committee) and may attend, take part, and vote at any meeting of those sub-committees.

12 MANAGING COMMITTEE DUTIES
12.1 Management held by the Managing Committee:
The management and control of the Club is held by the Managing Committee which may exercise all powers and do all acts and things necessary for the pursuance of the Club’s objects other than those required to be exercised or done by the Club at a General Meeting. Decisions of the Managing Committee bind the Club, unless the Managing Committee’s power is limited by these Rules or the laws or regulations of any relevant authority having jurisdiction over the Club.
12.2 Managing Committee Duties:
The Managing Committee must, in order to fulfil the objects of the Club and subject to section 12.4, without prejudice to its general powers:
a)from the end of each Annual General Meeting until the end of the next, the Club shall be managed by, or under the direction or supervision of, the Managing Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
b)has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the Club, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
c)appoint a Secretary as soon as possible following the Annual General Meeting;
d)manage the Club’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meeting in accordance with generally accepted accounting practice;
e)exercise overall responsibility for the Club’s compliance with all applicable laws, statutes, regulations and by-laws, including the Club’s health and safety and environmental protection obligations;
f)delegate responsibility (including in respect of the use of money and other assets pursuant to section 12.4) in accordance with Club policy for such delegation and co-opt Members where it determines such is reasonably necessary from time to time;
g)ensure that all Members follow the Rules (subject to section 17);
h)recommend Membership fees, including subscriptions and levies to the Members at a General Meeting;
i)provide a common seal for the Club (and replace it with a new one from time to time) which shall be held by the Secretary of the Club and shall only be used by the authority of the Managing Committee. Every document to which the common seal is affixed shall be signed by the Commodore and counter signed by another Flag Officer;
j)control the use of the Clubhouse and facilities (including dingy lockers) by Members pursuant to the Rules of the Club;
k)exercise all other powers necessary to give effect to the objects of the Club.

12.3 Other Managing Committee Powers:
The Managing Committee may if it determines is reasonable and necessary from time to time, in order to fulfil the objects of the Club and subject to section 12.4, without prejudice to its general powers:
a)establish standing procedures;
b)dismiss or convene any sub-committee or re-allocate or amend any duties of any sub-committee at any time;
c)purchase or acquire for the Club, or invest the Club's funds in, any real or personal property or any interest in such property;
d)raise and borrow money for the Club (and provide security for that if authorized by a majority vote at a General Meeting);
e)enter into any negotiations, contracts, and agreements on behalf of the Club (including arrangements of employment or appointment of persons); and
f)pay an honorarium to the Treasurer and the Secretary;

12.4 Use of Money and Other Assets
The Club may only use the Club’s money and other assets if:
a)it is solely for an object of the Club;
b)it is not for the sole or primary personal or individual benefit of any Member;
c)such use has been approved by the Managing Committee (or authorised delegate) or by majority vote of the Club at a General Meeting of the Club; and
d)no pecuniary gain is derived by any Member or associate from the operations or property of the Club.

12.5 Insufficient Funds:
If, at any time, the Managing Committee finds that it does not have sufficient funds to carry on the affairs of the Club, it must apply the following process:
a)the Managing Committee must call a Special General Meeting and place the financial position of the Club and its suggestions for correcting the situation before the meeting;
b)a majority of two out of three Members present and voting at such meeting may make a levy, notice of which must immediately be given to every Member by the Managing Committee; and
c)any Members who have not paid any such levy by the date which is three calendar months from the date of receipt of the relevant notice will, at the discretion of the Managing Committee, immediately cease to be a Member of the Club. The Managing Committee may, at its discretion, re-instate any such Member upon his or her payment of the levy.

12.6 Decision of Managing Committee:
The decision of the Managing Committee in all disputes and other matters referred to it, except those:
a)arising out of or in connection with racing disputes, which must be decided in accordance with the Club’s General Sailing Instructions;
b)required to be referred to the dispute resolution sub-committee, which must be resolved in accordance with section 17.

13 SUB-COMMITTEE DUTIES
13.1 General Duties of the Sub-Committees:
Subject to section 13.2, each sub-committee (or, if no sub-committee is formed, the responsible Executive Officer acting alone):
a)must meet for the transaction of its ordinary business as required;
b)must provide an accurate report of its proceedings, recommendations, and decisions to the Managing Committee;
c)must provide accounts for costs incurred to the Treasurer for Managing Committee for approval;
d)must make, comply with, and enforce standard procedures in relation to health and safety and environmental protection matters affecting those operations of the Club for which it takes responsibility to ensure such operations comply with the Club’s health and safety and environmental protection obligations;
e)must determine appropriate fees for the activities for which they have responsibility;
f)liaise with the Treasurer to ensure the timely collection of moneys due, payment of debts incurred, and accurate recording of all financial transactions relevant to the operations of the Club for which it takes responsibility; and
g)may make, amend or revoke any standing procedures relating to those operations of the Club for which it takes responsibility. Such standing procedures or their amendment or revocation must not be contrary to or inconsistent with these Rules or the objects of the Club. A record of standing procedures of each sub-committee must be maintained.

13.2 Sub-Committee Decisions Requiring Managing Committee Approval:
Each sub-committee must obtain the prior approval of the Managing Committee for individual or recurring decisions involving:
a)the expenditure of money beyond any delegation that may have been approved;
b)the incurring of financial liabilities for the Club;
c)the fixing of any fees;
d)the making of requirements in relation to health and safety or environmental protection;
e)the making, amending or revocation of any requirements relating to those operations of the Club for which it takes responsibility; or
f)the sending of any correspondence.

13.3 Specific Sub-Committee Responsibilities:
The sub-committees have the following responsibilities, in addition to the duties set out in section 13 and any duties allocated or amended by the Managing Committee pursuant to section 12.3(b) which must all be performed in accordance with section 13.2.

13.3.1 Sailing Sub-Committee:
The sub-committee chaired by the Sailing Master is responsible for the organization of sailing, racing, and the radio communications activities for the year, including:
a)preparing an annual sailing calendar of races and sailing related events and associated sailing instructions;
b)maintaining and publishing general sailing instructions and notices of race in accordance with the current Yachting New Zealand Racing Rules of Sailing (or any replacement);
c)appointing a suitably experienced and impartial Member as handicapper (whose decisions will be final);
d)conducting all races and sailing related events in accordance with the Yachting New Zealand Racing Rules of Sailing and Safety Regulations of Sailing (or any replacement) and recording and publishing race results; and
e)maintaining the Club's trophies and trophy register.

13.3.2 Haulage Sub-Committee:
The sub-committee chaired by the Haulage Master is responsible for the management of all haulage of boats throughout the year, which must be carried out in accordance with the Club's Haulage Manual, and must:
a)make prompt recommendations to the Managing Committee in respect of any gear or equipment used in haulage which the sub-committee considers is desirable from time to time;
b)develop, maintain, and review a haulage manual to govern the use of the haulage facilities and equipment (an up to date copy of which must be displayed in the Club House at all times and provided to Members prior to hauling);
c)ensure the requirements of the haulage manual are complied with during use of the haulage facilities and equipment; and
d)maintain the slipways and all haulage gear and machinery together with the Club’s mooring(s) in good order and repair.

13.3.3 Clubhouse Sub-Committee:
The sub-committee chaired by the Clubhouse Captain is responsible for the management of the Clubhouse including:
a)the development and maintenance of standard operating procedures governing the use of the Clubhouse; and
b)coordination of all bookings for the use of the Clubhouse and related liaison with the Bar Sub-Committee, bar staff, and Clubhouse caterers wherever required.
c)Maintenance of the Club’s premises and all maintenance procedures relating to the Club’s buildings.

13.3.4 Social Sub-Committee:
The sub-committee chaired by the Social Officer is responsible for the organization and management of social activities of the Club.

13.3.5 Bar Sub-Committee:
The sub-committee chaired by the Bar Officer is responsible for the management of the bar at the house in accordance with best practice and all applicable laws and regulations.

13.3.6 Communications Sub-Committee:
The sub-committee chaired by the Publicity Officer is responsible for organizing all publicity and communications, including the Year Book, website, and monthly newsletter, for the Club.

13.3.7 Site Sub-Committee:
The sub-committee chaired by the Site Master is responsible for all maintenance of the Club's site, and all maintenance policies and procedures relating to the Club's site infrastructure and dinghy lockers. Members will be allocated dinghy lockers for use at the discretion of the Site Sub-Committee under the oversight of the Managing Committee and generally in accordance with the following guidelines:
a)Members may be allocated a dinghy locker on a first come first served basis;
b)dinghy lockers must only be used by Members in connection with Club related activities;
c)Dinghy locker contents must not include any forbidden materials as set by the Site Master;
d)dinghy locker fees must be paid in accordance with section 8.9;
e)the Site Sub-Committee or Managing Committee may require a Member to relinquish its dinghy locker if:
i)it does not pay its dinghy locker fees as required by section 8.9; or

ii)the Member is not using the dinghy locker in connection with Club related activities, in which case the Member must promptly empty and clean its dinghy locker so that it is able to be allocated to another Member.

13.3.8 Health and Safety Sub-Committee:
The sub-committee chaired by the Health and Safety Officer is responsible for the Health and Safety Plan, the hazards and risks register and overseeing the Club’s operations in accordance with the best practice and all applicable Health and Safety related laws and regulations. The following Executive Officers will be Members of this committee: Health and Safety Officer (Chair), Bar Officer, Sailing Master, Site Master, Haulage Master and Clubhouse Captain.

13.3.9 Sustainability Sub-Committee:
The sub-committee chaired by the Sustainability Officer is responsible for the Sustainability Plan, ensuring compliance with the YNZ Clean Club certification and supporting the goal expressed by past Club Patron Sir Peter Blake: “We want to restart people caring for the environment…through adventure, through participation, through education and through enjoyment.” Activities are to include:
a)Educational presentations such as Seatalks on environmental and marine adventurer matters.
b)Co-ordinating Club support for community initiatives to restore the Hauraki Gulf Marine Park environment.
c)Managing the Club operations in respect to environmental awareness and promotion of sustainability procedures.

MEETINGS< RECORDS FINANCIAL

14 MEETINGS
14.1 Annual General Meeting:
The Annual General Meeting must be held in the month of August each year at the Clubhouse and at such meetings the Commodore's report and the Treasurer's statement of accounts for the past year must be submitted for adoption and other business transacted as may be necessary.

14.2 Special General Meeting:
A Special General Meeting may be called at any time by order of the Managing Committee or on a requisition signed by at least twenty Members of the Club, such requisition must state the purpose for calling the Special General Meeting.

14.3 Open Forum Meeting:
An Open Forum Meeting may be convened by the President or Managing Committee at any time and must be convened not less than twice each calendar year, but not within two months of the Annual General Meeting. The purpose of this meeting is to provide an open
forum for Members to raise and discuss any aspect of the Club amongst themselves and with the Managing Committee in a spirit of good will and cooperation

14.4 Notice of Meetings:
Ten Working Days’ notice of a General Meeting and of an Open Forum Meeting must be given to the Members by circular or otherwise stating the object and business of such meeting. Should any Member desire to bring a motion before a General Meeting such motion must be made in writing to the Secretary 5 Working Days before the meeting. The Secretary must, as soon as possible after his or her receipt of the motion, post a copy of the motion on the Club noticeboard and the Club website. Although prior notice of topics to be raised at Open Forum meetings is encouraged, it is not required.

14.5 Managing Committee Meetings:
The Managing Committee must meet at intervals of not less than once a month. A Managing Committee meeting may be called by the Secretary or on a requisition to the Secretary signed by any three Members of the Managing Committee. The Secretary must give not less than 5 Working Days notice in writing of each Managing Committee meeting to all Members of the Managing Committee stating the day and time of such meeting.

14.6 Failure to Attend Meetings:
a)
Managing Committee: Any Member of a Managing Committee, except an ex-officio Member, who fails to attend three consecutive committee meetings will cease to be a Member of the Managing Committee unless he or she has first obtained leave of absence for a defined period. This rule does not apply to the President.
b)
Sub-committee: If any Member of a sub-committee, except an ex-officio Member, fails to attend three consecutive meetings of such sub-committee, the relevant sub-committee may terminate their Membership of it.

14.7 Quorum:
Twenty Members from the Full category of Membership will form a quorum at all Annual General Meetings and Special General Meetings and a bare majority of the Members comprising the Managing Committee at the time of the relevant Managing Committee Meeting, a quorum is not required for an Open Forum Meeting or a Sub-committee meeting. If within 30 minutes after the time appointed a quorum is not present for any meeting which requires a quorum, the meeting will stand adjourned for 5 Working Days to resume at the same time and place and, if at the adjourned meeting a quorum is not present at the time appointed, the Members present will form a quorum.

14.8 Voting:
a)
Individual and Youth Members: each Individual and Youth Member who has paid their current subscription fees in full, and each Life Member will have one vote for each matter voted on at each Annual General or Special General Meeting at which that Member is present.
b)
Family Membership: each Family Membership which has paid its current subscription fees in full will have two votes for each matter voted on at each Annual General or Special General Meeting at which the two Members of that Membership eligible to vote are present (or one vote if only one Member of that Membership eligible to vote is present).
c)
Associate Membership: Associate – Family, Associate – Individual, and Corporate Members shall not be eligible to vote at Annual General or Special General Meetings.
d)
Managing Committee voting: Each officer of the Club who is a Member of the Managing Committee shall have one vote for any matter voted on at Managing Committee meetings. In the event of a tied vote, the Commodore, or Chair of the meeting if the Commodore is not present, shall have a casting or second vote. For the avoidance of doubt, the President, and Secretary shall not be eligible to vote at the Managing Committee meetings.
e)
Majority decision binding: The decision of a majority of the votes recorded will be binding for any matter voted on at any meeting, unless these Rules provide to the contrary.
f)
Show of hands and use of ballot: All matters to be voted on must be decided by a show of hands unless a ballot is expressly provided for in these Rules. Three Members who are eligible to vote on any matter to be voted on may require a ballot to be held for such matter. All ballots will be conducted by each Member casting a secret vote on a piece of paper which shall be counted by two Members who shall be selected:
(i) if at a Managing Committee meeting, by the Commodore, or Chair of the meeting if the Commodore is not present; and
(ii) if at an Annual or Special General Meeting, by the President, or Chair of the meeting if the President is not present.

15 RECORDS
15.1 Register of Members
The Club shall keep an up-to-date Register of Members.
For each current Member, the information contained in the Register of Members shall include —
a)
Their name, and
b)
The date on which they became a Member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), and
c)
Their contact details, including —
•
A physical address or an electronic address, and
•
A telephone number.
The register will also include each Member's —
•
postal address
•
email address
•
whether the Member is financial or unfinancial
Every current Member shall promptly advise the Club of any change of the Member’s contact details.
The Club shall also keep a record of the former Members of the Club. For each Member who ceased to be a Member within the previous 7 years, the Club will record:
a)
The former Member's name, and
b)
The date the former Member ceased to be a Member.

15.2 Interests Register
The Managing Committee shall at all times maintain an up-to-date register of the interests disclosed by Officers and by Members of any sub-committee.

16 FINANCIAL CONTROL AND MANAGEMENT
16.1 The funds and property of the Club shall be—
a)
controlled, invested and disposed of by the Managing Committee, subject to this Constitution, and
b)
devoted solely to the promotion of the purposes of the Club.
The Managing Committee shall maintain bank accounts in the name of the Club.
All money received on account of the Club shall be banked within 5 Working Days of receipt.
All accounts paid or for payment shall be submitted to the Managing Committee for approval of payment.
The Managing Committee must ensure that there are kept at all times accounting records that—
a)
correctly record the transactions of the Club, and
b)
allow the Club to produce financial statements that comply with the requirements of the Act, and
c)
would enable the financial statements to be readily and properly audited (if required under any legislation or the Club's Constitution).
The Managing Committee must establish and maintain a satisfactory system of control of the Club's accounting records.
The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Club.

16.1 Balance date
The Club's financial year shall commence on 1 June of each year and end on 31 May (the latter date being the Club’s balance date).

DISPUTE CONSTITUTION LIQUIDATION

17 DISPUTE RESOLUTION
17.1 Meanings of dispute and complaint
A dispute is a disagreement or conflict involving the Club and/or its Members in relation to specific allegations set out below.
The disagreement or conflict may be between any of the following persons—
Members of the Club; Officers of the Club; and / or the Club itself, or any one or more of them
The disagreement or conflict relates to any of the following allegations—
a)
a Member or an Officer has engaged in misconduct
b)
a Member or an Officer has breached, or is likely to breach, a duty under the Club's Constitution or bylaws or the Act
c)
the Club has breached, or is likely to breach, a duty under the Club's Constitution or bylaws or the Act
d)
a Member's rights or interests as a Member have been damaged or Member's rights or interests generally have been damaged.
A Member or an Officer may make a complaint by giving to the Managing Committee (or a complaints subcommittee) a notice in writing that—
a)
states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Club's Constitution; and
b)
sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
c)
sets out any other information or allegations reasonably required by the Club.
The Club may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—
a)
states that the Club is starting a procedure for resolving a dispute in accordance with the Club's Constitution; and
b)
sets out the allegation to which the dispute relates.
The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
A complaint may be made in any other reasonable manner permitted by the Club's Constitution.
All Members (including the Managing Committee) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Club's activities.
The complainant raising a dispute, and the Managing Committee, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation,
arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

17.2 How complaint is made
1.
A Member or an Officer may make a complaint by giving to the Managing Committee a notice in writing that—
a)
states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Club’s Constitution; and
b)
sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
c)
sets out any other information reasonably required by the Club.
2.
The Club may make a complaint involving an allegation or allegations against a Member or an Officer by giving to the Member or Officer a notice in writing that—
a)
states that the Club is starting a procedure for resolving a dispute in accordance with the Club’s Constitution; and
b)
sets out the allegation to which the dispute relates.
3.
The information given under subclause (1b.) or (2b.) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
4.
A complaint may be made in any other reasonable manner permitted by the Club’s Constitution.

17.3 Person who makes complaint has right to be heard
1.
A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
2.
If the Club makes a complaint—
a)
the Club has a right to be heard before the complaint is resolved or any outcome is determined; and
b)
an Officer may exercise that right on behalf of the Club.
3.
Without limiting the manner in which the Member, Officer, or Club may be given the right to be heard, they must be taken to have been given the right if—
a)
they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
b)
an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
c)
an oral hearing (if any) is held before the decision maker; and
d)
the Member’s, Officer’s, or Club’s written or verbal statement or submissions (if any) are considered by the decision maker.

17.4 Person who is subject of complaint has right to be heard
1.
This clause applies if a complaint involves an allegation that a Member, an Officer, or the Club (the ‘respondent’)—
a)
has engaged in misconduct; or
b)
has breached, or is likely to breach, a duty under the Club’s Constitution or bylaws or this Act; or
c)
has damaged the rights or interests of a Member or the rights or interests of Members generally.
2.
The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
3.
If the respondent is the Club, an Officer may exercise the right on behalf of the Club.
4.
Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if—
a)
the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
b)
the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
c)
an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
d)
an oral hearing (if any) is held before the decision maker; and
e)
the respondent’s written statement or submissions (if any) are considered by the decision maker.

17.5 Investigating and determining dispute
1.
The Club must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.
2.
Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

17.6 Club may decide not to proceed further with complaint
Despite the ‘Investigating and determining dispute’ rule above, the Club may decide not to proceed further with a complaint if—
1.
the complaint is considered to be trivial; or
2.
the complaint does not appear to disclose or involve any allegation of the following kind:
a)
that a Member or an Officer has engaged in material misconduct:
b)
that a Member, an Officer, or the Club has materially breached, or is likely to materially breach, a duty under the Club’s Constitution or bylaws or the Act:
c)
that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
3.
the complaint appears to be without foundation or there is no apparent evidence to support it; or
4.
the person who makes the complaint has an insignificant interest in the matter; or
5.
the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
6.
there has been an undue delay in making the complaint.

17.7 Club may refer complaint
1.
The Club may refer a complaint to—
a)
a subcommittee or an external person to investigate and report; or
b)
a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
2.
The Club may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).
17.8 Decision makers
A person may not act as a decision maker in relation to a complaint if 2 or more Members of the Managing Committee or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be—
1.
impartial; or
2.
able to consider the matter without a predetermined view.

18 CONSTITUTION INTERPRETATION:
The decision of the Managing Committee on the interpretation or construction of any clause in the constitution is final.

19 ALTERATIONS TO THE CONSTITUTION
All amendments must be made in accordance with this Constitution. Any minor or technical amendments may be made by the Managing Committee by unanimous resolution and shall be notified to Members as required by section 31 of the Act.
The Club may amend or replace this Constitution at a General Meeting by a resolution passed by a majority of three out of four of the Members present and eligible to vote at that meeting.
Any proposed resolution to amend or replace this Constitution shall be signed by at least 10 Full Members eligible to vote or 2/3 of the Managing Committee and given in writing to the Managing Committee at least 20 Working Days before the General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.
At least 10 Working Days before the General Meeting at which any amendment is to be considered the Managing Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Managing Committee has.
When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.
No motion affecting the rules, regulations, measurements or classifications of the Club which has been duly considered may be brought forward again during the same financial year.

20 LIQUIDATION AND REMOVAL FROM THE REGISTER
20.1 Surplus assets
If the Club is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
On the liquidation or removal from the Register of Incorporated Societies of the Club, its surplus assets — after payment of all debts, costs and liabilities — shall be vested in other Club or group having for its objects the encouragement of yachting and boating generally or some other similar object. Which Club or group is to receive the Club's property must be determined by a 2/3 majority of the Members of the Club at the time of its winding up..
However, in any resolution under this rule, the Club may approve a different distribution to a different not-for-profit entity from that specified above, so long as the Club complies with this Constitution and the Act in all other respects.