Download the SQNZ Constitution as lodged with the New Zealand Registrar of Friendly societies (MSWord 6 Format).
1. Name
The name of the incorporated Association is Software Quality New Zealand Incorporated, in these rules called "the Association".
2. Interpretation
In these rules, unless the contrary intention appears:
Chairperson means a person appointed under Section 8 of these rules.
Committee means the Committee of Management of the Association.
Financial Year means the year ending on 31 March.
General Meeting means an annual General Meeting or a special General Meeting of members convened in accordance with Section 7 of these rules.
Member means a member of the Association, being a person or Incorporated body, whose membership expires at a future date.
Officer means a person holding office under Section 9 of these rules.
The Act means the Incorporated Societies Act 1908.
The Regulations means regulations under the Act.
Year of Office means the year ending on the day of the Annual General Meeting.
3. Objects Of The Association
The purposes of the Association are to:
3.1 Share and advance knowledge of quality and best business practices relating to software.
3.2 Be the New Zealand focal point on matters relating to software quality.
3.3 Enhance the competitiveness of New Zealand software.
3.4 Pursue and conduct programs, projects and seminars which have a relationship with the general activities of the Association.
3.5 Co-operate with, or assist any organisation having objectives similar to those of the Association in any manner which may further the interest of software quality.
3.6 Collect data on the Association's activities and disseminate information to Members and other appropriate bodies.
3.7 Arrange meetings for both Members of the Association and other interested members of the general public.
4. Powers
Do such things as are incidental or conducive to the attainment of the above purposes including the following:
4.1 To acquire, maintain, develop, dispose of, let, lease, hire or rent real or personal property.
4.2 To make, draw, accept, endorse, or negotiate cheques, promissory notes, bills of exchange, or other negotiable instruments.
4.3 To invest money of the Association and to deal with investments so made in such manner as the Association thinks fit.
4.4 Powers to Borrow Money: The Association may only borrow money for the express purposes of the Association as set out in Section 3 and upon satisfying the following:
4.4.1 The Committee may authorise the borrowing of funds up to an amount, including any existing borrowings, not exceeding fifty percent of the annual income received by the Association during current or previous financial year which ever is the greater, by way of subscriptions provided that agreement to borrow the said funds is made by a majority vote of the Committee at a Committee Meeting.
4.4.2 Where the amount to be borrowed exceeds the limit as set out in section 4.4.1 agreement must be obtained by a majority vote at a General Meeting.
4.5 The funds of the Association shall be derived from annual subscriptions, donations and such other sources as the Committee determines.
4.6 The Association may be affiliated to any
other organisation with similar aims to the Association as determined
by resolution of the Association.
5. Membership
5.1 Membership of the Association shall be open to all individuals and incorporated bodies who apply in writing and are accepted by the Committee.
5.2 A register of Members shall be kept containing the name, address, occupation (if applicable) and current financial status of each Member.
5.3 The Secretary shall, on receipt of the membership fee and subject to the conditions in 5.1 above, enter the accepted applicant's name in the Register of Members.
5.4 All Members shall pay an annual subscription fee to the Treasurer. Membership fees shall be determined at the Annual General Meeting.
6. Resignation And Expulsion Of Members
6.1 A Member who has paid all monies due and payable by them may resign from the Association by giving notice in writing of that resignation to the Secretary of the Association. Such resignation shall take immediate effect. The Secretary shall make an entry in the register of Members, recording such resignation, as soon as practicable.
6.2 Notwithstanding Section 6.1, a Member will be deemed by the Association to have resigned as a Member if they have failed to pay their annual membership or subscription as described in Section 5.4 within six calendar months of receiving the first invoice for that subscription, and having been sent at least one reminder notice by the Treasurer that the subscription is overdue together with advice in writing that non payment will result in loss of membership.
6.3 Subject to these Rules, the Committee may by resolution:
6.3.1 expel a Member from the Association; or
6.3.2 suspend a Member from the Association, if the Committee is of the opinion that the Member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a Member or prejudicial to the interests of the Association.
6.4 The powers conferred on the Committee by rule 6.3 shall not be exercised until a meeting of the Committee has been held for the purpose of considering such matters and of which meeting the Member concerned has been given not less than 14 days notice in writing specifying the matters to be considered, and stating that the Member may submit a written statement or address the Committee at the meeting.
6.4.1 The proceedings of every such meeting shall be conducted in such manner as the Committee may from time to time decide.
6.4.2 The Committee may itself engage a solicitor or other counsel to assist it at such meeting.
6.5 Any decision made by the Executive in exercise of its power contained in rule 6.2 hereof shall be final and not subject to appeal.
6.6 The decision of the Executive shall be
communicated to the Member in writing under the hand of the Secretary.
7. General Meetings
7.1 The Association shall hold an Annual General Meeting of its Members within 3 months of the end of the Financial Year, on a date to be set by the Committee.
7.2 The ordinary business of the Annual General Meeting shall be:
7.2.1 to confirm the minutes of the last preceding Annual General Meeting;
7.2.2 to receive the reports of the Officers of the Association for the preceding financial year;
7.2.3 to elect the Officers and Committee of the Association;
7.2.4 to receive and consider the statement submitted by the Association to the Registrar of Incorporated Societies in accordance with Section 23 of the Act;
7.2.5 to appoint an auditor to audit the following year's annual accounts; and
7.2.6 to set the level of membership fees.
7.3 The Annual General Meeting may transact any other business, in addition to that under Section 7.2 of these Rules.
7.4 Other General Meetings shall be held when the Committee so decides, or upon the written request of no fewer than ten (10) percent of Members.
7.5 Twenty-one (21) days notice shall be given to Members of any General Meeting, stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
7.5.1 Such notice shall be in writing and delivered, posted or transmitted by electronic means to Members. No meeting shall be invalidated through failure to notify any Member of the meeting.
7.6 Any interested individual may attend any General Meeting. Speaking rights of non-members shall be at the discretion of the chairman of the meeting.
7.7 The quorum of any General Meeting shall be fifteen percent (15%) of Members. No item of business shall be transacted at a General Meeting unless a quorum of Members is present during the time the meeting is considering that item.
7.8 The President shall preside as Chairperson at each General Meeting of the Association. In the absence of the President, the Vice President shall preside as Chairperson. In the absence of both the President and the Vice President, the Members present shall elect one of their number to preside as Chairperson at the meeting.
7.9 Minutes shall be kept of all General Meetings, and ratified at the beginning of each subsequent General Meeting.
7.10 Voting on all questions shall be by voice or show of hands, but a ballot may be demanded provided that such a demand is supported by at least one-third of the Members present.
7.11 Upon any question arising at a General Meeting of the Association, a Member has one vote only.
7.12 Proxy votes shall not be accepted.
7.13 In the event of a tied vote, the Chairperson of the Meeting is entitled to cast a second or casting vote.
7.14 A Member is not entitled to vote at any General Meeting unless all monies due and payable by them to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.
7.15 A Member wishing to bring any motion before a General Meeting shall give notice of this motion in writing to the Secretary at least seven (7) days prior to the meeting's scheduled date.
8. Committee Of Management
8.1 The affairs of the Association shall be managed by a Committee of Management constituted as defined in Rule 8.3.
The Committee:
8.1.1 shall control and manage the business and affairs of the Association;
8.1.2 may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by General Meetings of the Members of the Association;
8.1.3 may, subject to these Rules, the Regulations and the Act, perform all such acts as appear to the Committee to be essential for the proper management of the business and affairs of the Association; and
8.1.4 may, from time to time, for any reason or purpose, appoint two or more Members of the Association as a Sub-Committee of the Association but such Sub-Committee of the Association shall:
8.1.4.1 exist only at the pleasure of the Committee which may revoke its appointment at any time; and
8.1.4.2 have power only to make recommendations to the Committee.
8.2 The Officers of the Association shall be:
8.2.1 a President;
8.2.2 a Treasurer;
8.2.3 a Secretary; and
8.2.4 a Vice President:
8.3 The Committee shall consist of the Officers of the Association and up to three ordinary Members, each of whom shall be elected at the Annual General Meeting of the Association in each year.
8.4 Any positions described above can be individually or collectively combined in one individual.
8.5 In the event of a vacancy in any Committee position, the Committee may appoint a Member of the Association to fill the vacancy.
8.6 Each Officer of the Association, or ordinary
Committee member of the Association, shall hold office until the
next Annual General Meeting after the date of their election or
appointment. There are no restrictions on an Officer or Committee
member standing for re-election.
9. Election Of Officers And Vacancy
9.1 Nominations of candidates for election as officers of the Association, or as ordinary members of the Committee:
9.1.1 shall be made in writing, signed by a Member of the Association and accompanied by the written consent of the candidate; and
9.1.2 shall be delivered to the Secretary of the Association before the start of the Annual General Meeting.
9.2 If insufficient nominations are received to fill all vacancies on the Committee, further nominations shall be received at the Annual General Meeting.
9.4 A ballot shall be held for all offices and Committee positions.
9.5 For the purposes of these Rules, the office of an Officer of the Association or of an ordinary member of the Committee becomes vacant if the Officer or member:
9.5.1 Ceases to be a Member of the Association; or
9.5.2 becomes an insolvent under administration; or
9.5.3 resigns their office by notice in writing given to the Secretary; or
9.5.4 fails to attend 3 Committee Meetings in succession without apologies or having been granted leave of absence by resolution of the Committee.
9.6 All nominees must be Members of the Association.
10. Proceedings Of Committee
10.1 The Committee shall meet at least three times a year at such place and times as the Committee may determine.
10.2 Special Meetings of the Committee may be convened by the President or two other Committee members.
10.3 Notice shall be given to members of the Committee of any Special Meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.
10.4 A quorum at a Committee Meeting shall be 3 Committee members or Officers.
10.5 No business shall be transacted unless a quorum is present and if within 30 minutes of the appointed time for the meeting a quorum is not present, the meeting shall be adjourned until another time and place to be decided at the adjourned meeting. The date and time of the new meeting will be notified to the absent Members before the new meeting date.
10.6 At meetings of the Committee, the President shall preside, or in the absence of the President, any other Committee member.
10.7 Questions arising at a Committee Meeting shall be determined in the same manner as at General Meetings.
10.8 Each Committee member present at any Committee Meeting of the Association is entitled to one vote. In the event of a tied vote, the person presiding may exercise a second or casting vote.
10.9 Unless the place, date and time of the next Committee Meeting has been agreed at a previous meeting, notice of the date, place and time shall be served on each member of the Committee at least 48 hours before the date of the meeting.
10.10 Subject to a quorum, the Committee may act
not withstanding any vacancy on the Committee.
11. Duties Of Officers
11.1 President
11.1.1 To act as a Chairperson at all meetings of the Association.
11.1.2 To act as spokesperson for the Association.
11.1.3 To ensure that the business of the Association is conducted in a proper manner and that the requirements of the Act are complied with.
11.1.4 To be responsible for forward planning of Association meetings.
11.1.5 To develop and recommend policy to the Association.
11.1.6 To maintain contact with affiliated bodies and other groups interested in software quality issues.
11.2 Secretary
11.2.1 To keep minutes of the proceedings of each Committee Meeting together with a record of persons present.
11.2.2 To record the names of persons present at General Meetings and to take and distribute minutes of those meetings to Members as instructed by the Committee.
11.2.3 To receive all incoming correspondence, and to be responsible for all outgoing correspondence unless that task is specifically delegated to another person at an Association Meeting.
11.2.4 To ensure that all copies of incoming and outgoing correspondence are tabled at the next Association meeting except that noted under 11.2.4 which shall be the responsibility of the delegated person.
11.2.5 In conjunction with the President to prepare an Agenda for every meeting and to ensure that all items left unresolved from previous meetings appear on the Agenda until resolved.
11.2.6 To keep a record of resolutions of the Association. This record to show the exact wording of the motion, the name of the proposer and seconder together with a declaration of the result.
11.2.7 Except as otherwise provided in these Rules, the Secretary shall keep in their custody, or under their control, all books, documents and securities of the Association.
11.2.8 To notify Members of meeting dates as specified in these Rules.
11.2.9 To keep the Register of Members as described in these Rules.
11.3 Treasurer
11.3.1 To collect and receive all monies due to the Association and to make all payments authorised by the Association.
11.3.2 To keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
11.3.3 To make the books of the Association available to Members on demand.
11.3.4 To present a financial report of the affairs of the Association showing income and expenses since the last meeting. To report figures for cash at bank, and outstanding liabilities at each meeting.
11.3.5 The Treasurer shall have the absolute veto of any expenditure that exceeds the current assets of the Association.
11.3.6 To reimburse any Member for expenses properly incurred on behalf of the Association promptly on submission of those receipted expenses.
11.4 The vice-president is to assume the duties of
President in their absence.
12. Removal Of A Member Of Committee
12.1 The Association in General Meeting may by resolution remove any member of the Committee before the expiration of their term of office and appoint another Member in their stead to hold office until the next Annual General Meeting.
12.2 A Member to whom a resolution under Section
12.1 refers may address the General Meeting, either before or after
the vote on that resolution, or make written representations to
the Secretary or President of the Association and request that these
be notified to the Members of the Association.
12.3 The Secretary or President may send a copy of
these representations to each Member of the Association, or, if
they are not sent, the Member may require that they are read out
at the first available General Meeting of the Association.
13. Cheques
All cheques or other negotiable instruments of the Association shall be signed by the Treasurer and one other Officer.
14. Seal
14.1 The Common Seal of the Association shall be kept by the Secretary.
14.2 The Common Seal shall not be affixed to any
instrument except by the authority of the Committee and the affixing
of the Common Seal shall be attested to by the signatures of two
members of the Committee..
15. Alteration Of Constitution And Rules
15.1 These Rules may only be altered at the Annual General Meeting or a General Meeting of the Association called for that purpose.
15.2 These Rules shall not be altered except in accordance with the Act.
15.3 Notwithstanding 15.1 and 15.2, no addition or alteration in these Rules shall be made in respect of clauses 17 (Winding Up) and 18 (Non Profit Body).
15.4 A simple majority of votes is required to effect a change to these Rules.
15.5 Proposed amendments to these Rules may be put
forward to the Committee by any Member, and shall be advised to
all Members as part of the notice of the General Meeting at which
the amendments will be voted on.
16. Notices
16.1 A notice may be served by or on behalf of the Association upon any Member, either personally or by sending it by post to the Member at their address on the Register of Members.
16.2 Where a document is properly addressed, pre-paid,
and posted to a person as a letter, the document shall, unless the
contrary is proved, be deemed to have been given to the person at
the time at which the letter would have been delivered in the ordinary
course of post.
17. Winding Up Or Dissolution
17.1 The Association shall be dissolved voluntarily if:
17.1.1 Members pass a resolution at a General Meeting requiring that the Association be dissolved from an agreed date, and appointing an agent (such as the Association's auditor) to act as liquidator, and this resolution is carried by a simple majority of all voting Members; and
17.1.2 the resolution to dissolve the Association is confirmed by a simple majority of all voting Members at a subsequent General Meeting called together for that purpose, held not earlier than thirty (30) days after the date on which the first resolution was passed.
17.2 In the event of the voluntary winding up of
the Association or its dissolution by the Registrar of Incorporated
Societies, the property of the Association shall be realised and,
after payment of all debts and liabilities of the Association, the
surplus, if any, shall be disposed of in such a manner as the persons
who comprise the Committee at the date of such winding up shall
by resolution determine provided that any surplus or assets shall
not be distributed in such a manner as will provide a pecuniary
gain to any person who has been a Member of the Association.
18. Non-Profit Body
All funds and assets held by the Association shall be used for the promotion
of the purposes of the Association as set out in Section 3.
No Member shall be entitled to any profit or gain from the Association either
by way of money or property. Not withstanding the above a Member may be
reimbursed by the Association for any reasonable costs incurred by the Member
on behalf of the Association.
19. Privacy
19.1 The register of Members shall remain the property of the Association and details of individual Members shall not be released to any third party save as required by law. Nor shall the register be used by any Member for purposes not directly related to the functions of the Association.
19.2 All confidential sources of data supplied to the Association shall remain the confidential property of the Association and shall not be released to any third party.