aps - constitution
PLEASE NOTE: THIS REVISED CONSTITUTION is yet to be approved BY APS MEMBERS
(This revised Constitution was approved by the Executive Committee in November 2024 and has been circulated to members for approval at a Special AGM to be held 1 April 2025).
- NAME
The name of the Society shall be “Auckland Philatelic Society Incorporated”. Hereinafter called “APS”.
2. PURPOSES
The objects of APS are:
(a) To represent and advocate for the interests of its Members to the Association Of Northern Philatelic Societies and the New Zealand Philatelic Federation.
(b) To create fellowship and understanding between Members.
(c) To emphasise and promote all aspects of philately and related activities as a hobby, including education.
(d) To allow Members to bring forward any matter which they consider worthy of discussion for the good of philately.
(e) To acquire, hold, mortgage and dispose of any real or personal property and any rights and privileges which APS shall think necessary or convenient for the purpose of attaining the objects of APS or promoting the interests of APS or its Members.
3. MEMBERSHIP
(a) The Members of APS shall be those persons who from time to time voluntarily apply and are approved to be Members and subsequently renew their subscription, hereinafter called “Members”.
(b) Any person may be accepted as a Member upon written application to the APS Committee and approval by a majority of APS members at a subsequent APS meeting.
(c) An annual subscription of such sum as shall be determined by a resolution passed at an Annual General Meeting shall be paid by each Member.
(d) A register of current members is to be maintained by APS.
4. CESSATION OF MEMBERSHIP
A Member shall cease to be a Member by forwarding a written resignation to the Secretary or on non payment of annual subscription or by special resolution of the Association, and such Member shall thereupon cease to have any right to the privileges and property of APS.
5. REGISTERED OFFICE
The registered office of APS shall be the residential address of the secretary or any other physical address as nominated by the Officers of APS.
6. OFFICERS, REPRESENTATIVES AND DELEGATES
The Officers of APS shall consist of the committee, including but not necessarily limited to a Chairperson, a Secretary and a Treasurer. They shall certify that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of APS under the Incorporated Societies Act 2022.
At least two, and not more than three persons shall be appointed as contacts for the Registrar of Incorporated Societies.
Each Member shall be entitled to nominate a representative who, with the Officers of APS, shall discuss and vote on APS issues at meetings.
Two delegates shall be elected to represent APS at Association Of Northern Philatelic Societies meetings or at New Zealand Philatelic Federation meetings. Each delegate remains in office for two years, nominations sought for alternating delegate positions each year.
7. ELECTION OF OFFICERS
The Officers of APS shall be elected at the Annual General Meeting.
8. MANAGEMENT
All business of the Association shall be managed by the Officers as hereinbefore defined.
9. POWERS OF THE OFFICERS
The Officers shall have the power to qualify or suspend the rights and privileges of any Member, Officer or Delegate who has been guilty of conduct detrimental to the interests of APS. Notice of such qualification or suspension shall be given by post or e-mail to such Member who shall, within 30 days of receipt of such notice, have the right of appeal to a Special General Meeting of APS. The Officers may fill any vacancies caused by whatever circumstances until the next Annual General Meeting.
10. MEETINGS
(a) The financial year of APS shall end on the 31 March.
(b) The Annual General Meeting of APS shall be held no later than 6 months after the 31 March.
The business of an Annual General Meeting shall be to—
(i) confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
(ii) adopt the Chairperson’s annual report on the operations and affairs of APS,
(iii) adopt the treasurer’s report on the finances of APS, and the annual financial statements,
(iv) set any subscriptions for the current financial year,
(v) consider any motions of which prior notice has been given to Members with notice of the Meeting, and
(vi) consider any general business
(c) General Meetings shall be held as required.
(d) Meetings shall be held at locations which shall be nominated prior to the meeting, and available for members to attend in electronic form.
(e) The Secretary may at any time call a Special General Meeting of the Association, and shall do so at the signed request from three Members, providing always that all costs incurred in calling a Special General Meeting are paid, in advance, by the signatories to the request.
(f) The Secretary may at any time call a Special General Meeting on the direction of the Officers.
(g) Any Special General Meeting shall be held within 45 days of the receipt of a signed request or a directive from the Officers.
(h) Minutes of all meetings shall be kept.
11. NOTICE OF MEETINGS
Every Annual General Meeting, General Meeting or Special General Meeting shall be convened by the Secretary by a notice posted or e-mailed to the Members at their last advised address at least 21 days before the date of the meeting.
12. QUORUM AND VOTING
At all meetings, representatives from three Members plus any two Officers of APS shall constitute a quorum.
Voting may be by show of hands and shall be determined by a simple majority.
If required voting may be by secret ballot provided that a resolution is passed for such a ballot.
Each Member shall be entitled to one vote per issue presented at each meeting.
Proxy votes shall be allowed at all meetings provided always that these are submitted in writing and are in the hands of the Secretary before the meeting commences.
The Chairperson shall have, when necessary at meetings, a casting vote.
13. ALTERATION OF CONSTITUTION
This constitution may be altered, added to or rescinded at any Annual General Meeting or at a Special General Meeting called for that purpose. Notice of a proposed alteration shall be given in writing to the Secretary at least 28 days before the date of such meeting and at least 21 days notice shall be given to each Member of the text of the proposed alteration.
14. DISPUTE RESOLUTION
A Member or Officer may make a complaint by giving to APS a notice in writing that—
1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with APS’s Constitution; and
2. sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
3. sets out any other information or allegations reasonably required by APS.
APS 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—
1. states that APS is starting a procedure for resolving a dispute in accordance with the APS’s Constitution; and
2. sets out the allegation to which the dispute relates.
3. 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 APS’s Constitution.
All Members (including the Officers) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to APS’s activities.
The complainant raising a dispute, and APS, 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.
The party that makes the complaint has the 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 APS makes a complaint—
(i) APS has a right to be heard before the complaint is resolved or any outcome is determined; and
(ii) an Officer may exercise that right on behalf of APS.
3. Without limiting the manner in which the Member, Officer, or APS may be given the right to be heard, they must be taken to have been given the right if—
(i) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
(ii) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
(iii) an oral hearing (if any) is held before the decision maker; and
(iv) the Member’s, Officer’s, or APS’s written or verbal statement or submissions (if any) are considered by the decision maker.
Investigating and determining dispute
1. APS must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with this 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.
APPLICATION OF FUNDS
(a) Banking account(s) in the name of APS, shall be kept at such bank(s) as the Officers may from time to time determine.
(b) The signing officers of APS shall be the Chairperson, the Secretary and the Treasurer, or other persons as approved at a General Meeting. Any two of the above are empowered to authorise electronic transactions for and on behalf of APS.
(c) The funds and property of APS shall be applied solely in promotion of the objectives of APS as set out in this constitution.
(d) APS has power to borrow funds as are required to carry out its objectives and may from time to time give security over all or any of its assets and undertakings.
(e) The Officers have power to invest any funds not immediately required in any manner in which they think fit.
16. INDEMNITY OF OFFICERS
Officers shall be indemnified by APS against losses or expenses incurred by reason of any contract entered into or on any act or deed by them as an officer or servant bona fide in the discharge of their duties, as authorised. It shall be the duty of the Officers to pay any such losses or expenses out of the funds of APS.
17. REVIEW OF ACCOUNTS
The annual accounts of the APS shall be reviewed and reported on by an independent person with appropriate accounting knowledge and presented to the Annual General Meeting for approval.
18. PECUNIARY GAIN
No individual Member or person associated with that Member shall derive any income, benefit or advantage from APS where they can materially influence the payment of the income, benefit or advantage except where this is for services rendered to APS charged at current market rates for such services.
19. WINDING UP OF APS
APS may be wound up, or the decision to do so, by a Special Meeting called for that purpose, of which 30 days notice shall be given in writing by the Secretary to every Member and such resolution is confirmed at a subsequent Special General Meeting called for the purpose and held not earlier than 30 days after the date of the resolution so to wind up APS. Voting by post shall be allowed under this rule.
Before winding up and dissolution of APS, all debts by APS shall be paid and any balance of APS’s funds shall be donated to a New Zealand Incorporated Philatelic Society or Trust.