CONSTITUTION OF THE NEW ZEALAND ASSOCIATION OF PROFESSIONAL HYPNOTHERAPISTS INCORPORATED

1               NAME

1.1           The name of the society is The New Zealand Association of Professional Hypnotherapists Incorporated (in this Constitution referred to as the Association).

2DEFINITIONS AND INTERPRETATION

2.1           Definitions - In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

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.

Administration Fee means the sum payable upon becoming a Member of the Association and on changing Membership categories, as set out in clause 7.3.

Annual General Meeting means a meeting of the Members of the Association held once per year which, among other things, will receive and consider reports on the Association’s activities and finances.

Appointed Management Committee Member means a Management Committee Member appointed in accordance with clause 13.1.10.

Board of Examiners means the group constituted to consider and examine applicants for Membership in accordance with Rule 13.10.

Chairperson means the Management Committee Member responsible for chairing General Meetings and Management Committee meetings, as set out in this Constitution. 

Code of Ethics means the Association’s Code of Ethics as set by the Management Committee and amended from time to time. The Code of Ethics is a bylaw of the Association for the purposes of the Act.

Complaint has the meaning set out in section 38 of the Act.

Complaints Policy means the Association’s complaints policy which outlines the process by which a complaint may be made to the Association in respect of a Member in their professional capacity providing hypnotherapy services, and any policy that may replace it from time to time.  The Complaints Policy is a bylaw of the Association for the purposes of the Act.

Constitution means the rules in this document. 

Disputes Committee means the sub-committee of the Management Committee responsible for considering Disputes as set out in the dispute resolution provisions in clause 18.

Dispute has the meaning set out in section 38 of the Act.

Eligible Member means a Member with voting rights, being Professional Members, Registered Professional Members, and Honorary Life Members.

Elected Management Committee Member means a Management Committee Member elected in accordance with clauses 13.1.1 to 13.1.9.

Executive Officer means each of the President, the Vice-President, the Treasurer, the Secretary, and the Membership Secretary.

Fees refers to the Administration Fee and Membership Fees payable by Members to the Association in accordance with this Constitution.

General Meeting means either an Annual General Meeting or a Special General Meeting of the Members of the Association.

Hypnotherapist means a trained and certified practitioner who uses hypnosis to promote positive changes in mental, emotional, and physical well-being. They employ techniques such as guided relaxation, suggestion, regression therapy, visualisation, Milton Ericksonian hypnosis, the CBT Rewind Technique, and many more to address issues like stress, anxiety, phobias, PTSD, pain management, and behaviour modification. Hypnotherapy is scientifically proven effective, particularly for anxiety and PTSD. Hypnotherapists maintain confidentiality and professionalism, adhere to ethical standards, and engage in ongoing professional development.

Hypnotherapy means a therapeutic practice that utilises hypnosis, an altered state of consciousness, to promote positive changes in an individual’s mental, emotional, or physical well-being. By employing guided relaxation and positive suggestion, hypnotherapy helps clients overcome challenges such as stress, anxiety, phobias, pain management, and behaviour modification. It is an evidence-based practice that can be used alone or alongside other therapeutic approaches. Hypnotherapy is conducted with a client-centred approach, ensuring informed consent, confidentiality, and adherence to ethical standards.

Ineligible Member means a Member with no voting rights, that is no right to vote in an election of the Association nor at a General Meeting of the Association, being Affiliate/Student Members, Graduate Members, and Honorary Members. 

Interested Officer means an Officer who is interested in a Matter for any of the reasons set out in section 62 of the Act, being where that Officer:

• (or the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, sibling, nephew, niece, uncle, aunt, or first cousin of that Officer) may obtain a financial benefit from the Matter;

• may have a financial interest in a person to whom the Matter relates; 

• is a partner, director, officer, committee member, or trustee of a person who may have a financial interest in a person to whom the Matter relates; or

• is interested in the Matter for any other reason specified in this Constitution,

provided that an Officer will not be deemed to be interested in a Matter where:

• the Officer receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act;

• the Officer’s interest is the same or substantially the same as the benefit or interest of all or most other Members of the Association due to the Membership of those Members;

• if the Officer’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the Officer in carrying out their responsibilities under this Constitution.

Interests Register means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act. 

Management Committee means the Association’s governing body elected and appointed in accordance with this Constitution, being a committee for the purposes of the Act.

Management Committee Member means a member of the Management Committee elected or appointed in accordance with clause 13.

Matter means the Association’s performance of its activities or exercise of its powers pursuant to this Constitution, including any arrangement, agreement, or contract made or entered into, or proposed to be entered into, by the Association.

Member means an individual admitted as a member of the Association in accordance with clause 6, and Membership shall have a corresponding meaning. 

Membership Policy means the Association’s Membership Policy as set by the Management Committee and amended from time to time. The Membership Policy is a bylaw of the Association for the purposes of the Act.

Membership Fees means the fees specified in clauses 7.3 and 7.4.

Membership Secretary means the Association’s Membership Secretary as described in clauses 10 and 11 and elected in accordance with clause 13.

Natural Person means an individual person not being an entity or body corporate.

Not-For-Profit Entity has the meaning given to that term in section 5(3) of the Incorporated Societies Act 2022. 

Notice means any notice given by post, courier or email or any additional transmission method approved by the Committee and for clarity includes transmission of a link to a Notice.

Officer means a Management Committee Member and any natural person occupying a position in the Association that allows the person to exercise significant influence over the management or administration of the Association and includes any class or classes of natural persons that are declared by regulations to be officers for the purposes of the Act. 

President means the Association’s president as described in clauses 10 and 11 and elected in accordance with clause 13.

Register of Members means the register of Members kept under this Constitution as required by section 79 of the Act.

Regulations means regulations made under the Act, including the Incorporated Societies Regulations 2023.

Secretary means the Association’s secretary as described in clauses 10 and 11 and elected in accordance with clause 13.

Special General Meeting means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

Treasurer means the Association’s treasurer as described in clauses 10 and 11 and elected in accordance with clause 13.

Vice President means the Association’s vice president as described in clauses 10 and 11 and elected in accordance with clause 13.

Working Days means a day which is not a Saturday or Sunday or public holiday in New Zealand.

2.2           Interpretation - In this Constitution, unless the context requires otherwise:

2.2.1       section, clause and other headings are for convenience only and will not affect the interpretation of this Constitution;

2.2.2       singular will include plural and vice versa;

2.2.3       reference to a statute or regulation will include all amendments and re-enactments thereof and any subordinate legislation made thereunder;

2.2.4       the term including means including without limitation;

2.2.5       any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause that thing to be done; and

2.2.6       the terms written and in writing include any means of reproducing words, figures or symbols in a tangible and visible form.

3PURPOSES

3.1           The primary purposes of the Association are to:

3.1.1       establish standards to guide and promote the professional, proper, and ethical conduct of Members; 

3.1.2       preserve and maintain the integrity of the practice of Hypnotherapy; 

3.1.3       develop Members’ knowledge in related areas of specialisation; 

3.1.4       promote the interests of Hypnotherapists and the interests of the public in relation to matters of Hypnotherapy and the acceptance of therapeutic hypnosis; 

3.1.5       provide Members with professional development in hypnosis, Hypnotherapy and related topics; 

3.1.6       aid and encourage research and publication in the field of Hypnotherapy by donation or any other means; 

3.1.7       provide a means for the settlement of professional differences between Hypnotherapists; 

3.1.8       co-operate with other professional societies that share mutual goals, ethics and interests; 

3.1.9       provide Members with group assistance including training, workshops, and research support; and 

3.1.10    assist Members in the marketing of their services.

3.2           The Association must not operate for the purpose of, or with the effect of:

3.2.1       distributing any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); 

3.2.2       having capital that is divided into shares or stock held by its Members; or

3.2.3       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 society or otherwise),

but the Association will not operate for the financial gain of Members simply if the Association:

 

3.2.4       engages in trade;

3.2.5       pays a Member for matters that are incidental to the purposes of the Association, and the Member is a not-for-profit entity;

3.2.6       distributes funds to a Member to further the purposes of the Association, and the Member:

(a)        is a not-for-profit entity; 

(b)        is affiliated or closely related to the Association; and

(c)        has the same, or substantially the same, purposes as those of the Association;

3.2.7       reimburses a Member for reasonable expenses legitimately incurred on behalf of the Association or while pursuing the Association’s purposes;

3.2.8       provides benefits to members of the public or of a class of the public and those persons include Members or their families;

3.2.9       provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) and/or honoraria in accordance with the purposes of the Association and this Constitution;

3.2.10    on removal of the Association from the Register of Incorporated Societies has its surplus assets distributed under subpart 5 of Part 5 of the Act to a Member that is a not-for-profit entity; or

3.2.11    amalgamates with or into another association under subpart 2 of Part 5 of the Act (with the result that the amalgamated association succeeds to any gain, profit, surplus, dividend, or other financial benefit of the amalgamating association).

4REGISTERED OFFICE

4.1           The registered office of the Association shall be at such place in New Zealand as the Management Committee from time to time determines.

4.2           Changes to the registered office shall be notified to the Registrar of Incorporated Societies in a form as required by the Act. 

5CONTACT PERSON

5.1           The Association shall have at least one (1) but no more than three (3) Contact Person(s), usually the Secretary of the Association, whom the Registrar can contact when needed.

5.2           The Association’s Contact Person(s) must be:

5.2.1       at least eighteen (18) years of age; and

5.2.2       ordinarily resident in New Zealand.

5.3           A Contact Person(s) shall be appointed by the Management Committee.

5.4           Each Contact Person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:

5.4.1       a physical address or an electronic address; and

5.4.2       a telephone number.

5.5           Any change in Contact Person(s) or their name or contact details shall be advised to the Registrar of Incorporated Societies within twenty (20) Working Days of the Association becoming aware of the change.

6MEMBERS

6.1           The Association shall maintain the minimum number of Members required by the Act.

6.2           The Association shall consist of six (6) categories of Membership (together Members as defined in this Constitution), being: Affiliate/Student Members, Graduate Members, Professional Members, Registered Professional Members, Honorary Members, and Honorary Life Members as set out in this Constitution and in the Membership Policy.  

6.3           Eligible Members (as defined in this Constitution) shall have voting rights.

6.4           Ineligible Members (as defined in this Constitution) shall not have voting rights.

6.5           Affiliate/Student Member

6.5.1       An Affiliate/Student Member is an individual admitted to Membership by the Management Committee under this Constitution who is currently enrolled in a course accredited by the Association and meets the criteria set out in the Membership Policy. 

6.5.2       Affiliate/Student Members have no voting rights and are not eligible for election to any position in the Association, but have the additional rights and obligations set in the Membership Policy.

            Graduate Member

 

6.5.3       A Graduate Member is an individual admitted to Membership by the Management Committee under this Constitution who has completed a hypnotherapy course of 600 hours or more and meets the criteria set out in the Membership Policy.

6.5.4       Graduate Members have no voting rights and are not eligible for election to any position in the Association, but have the additional rights and obligations set in the Membership Policy.

6.6

 

6.6.1       A Professional Member is an individual admitted to Membership by the Management Committee under this Constitution who has completed a minimum of 250 hours of clinical practice and clinical supervision sessions and otherwise meets the criteria set out in the Membership Policy.

6.6.2       Professional Members: 

(a)        are entitled to vote in any election, on any Association resolution, and at any meeting of the Association; 

(b)        are eligible for election to any position in the Association; and

(c)        have the additional rights and obligations set in the Membership Policy.

6.7

 

6.7.1       A Registered Professional Member is an individual admitted to Membership by the Management Committee under this Constitution who has completed a minimum of 300 hours of clinical practice and has been practicing hypnotherapy for a minimum of three (3) years and otherwise meets the criteria set out in the Membership Policy. 

6.7.2       Registered Professional Members:

(a)        are entitled to vote in any election, on any Association resolution, and at any meeting of the Association; 

(b)        are eligible for election to any position in the Association; and

(c)        have the additional rights and obligations set out in the Membership Policy. 

6.8

 

6.8.1       An Honorary Member is an individual admitted to Membership by the Management Committee under this Constitution who is granted honorary membership by special invitation and meets the criteria set out in the Membership Policy.

6.8.2       Honorary Members have no voting rights, but have the additional rights and obligations set in the Membership Policy.

6.9

 

6.9.1       An Honorary Life Member is an individual admitted to Membership by the Management Committee under this Constitution after receipt of a special invitation in accordance with the Membership Policy.

6.9.2       Honorary Life Members:

(a)        are entitled to vote in any election, on any Association resolution, and at any meeting of the Association; and

(b)        have the additional rights and obligations set out in the Membership Policy. 

7Applications for Membership

7.1.1       Each application for Membership shall be made on the appropriate form supplied by the Association and submitted to the Membership Secretary. An application for Membership of the Association shall:

(a)        be accompanied by confirmation that the applicant accepts and will abide by the Association’s Code of Ethics;

(b)        include a declaration of all criminal convictions within New Zealand and/or any other country; and

(c)        include such other information as may be required by the Association from time to time. 

7.1.2       Submitting an application to become a Member in accordance with clause 7.1.1 shall be deemed to constitute consent to becoming a Member. 

7.1.3       An individual who is invited to become an Honorary Member or Honorary Life Member by the Management Committee shall provide their consent in order to accept that invitation.

7.1.4       Membership begins when:

(a)        the applicant is advised by the Membership Secretary that their application has been successful, or in the case of an Honorary Member or Honorary Life Member the invited individual accepts the Management Committee’s invitation; and

(b)        payment of the Administration Fee has been made, where applicable. 

7.1.5       Applications for Membership shall be considered in accordance with Rule 13.10. The Management Committee maintains the discretion to refuse admission to Membership of the Association. The Membership Secretary must advise the applicant of the Management Committee’s decision (but is not required to provide reasons for that decision).

7.2

7.2.1       Members of the Association shall have the rights, privileges and responsibilities set out in this Constitution.

7.2.2       Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the Association.

7.2.3       Every Member shall provide the Association in writing with that Member’s name and contact details (namely physical or email address and a telephone number) and promptly advise the Association in writing of any changes to those details.

7.2.4       All Members shall promote the interests and purposes of the Association and shall do nothing to bring the Association into disrepute.

7.2.5       A Member is only entitled to exercise the rights of Membership (including attending and voting at General Meetings, accessing or using the Association’s premises, facilities, equipment and other property, and participating in Association activities) if all subscriptions and any other fees have been paid to the Association by their respective due dates, but no Member is liable for an obligation of the Association by reason only of being a Member.

7.2.6       Each Member shall be liable for all reasonable costs incurred by the Association in relation to recovery of applicable Fees, and any other sums owed to the Association by the Member, and/or action reasonably necessary for the Association to enforce its legal rights under this clause 6 in respect of that Member.

7.2.7       A Member shall, within twenty-one (21) days of being convicted of a criminal offence within New Zealand or any other country, notify the Association in writing so that the matter as to whether the Member should retain their Membership can be considered by the Disputes Committee in accordance with this Constitution. 

7.2.8       No Member, other than the President or a Member nominated to do so by the Management Committee, shall purport to speak for and represent the views of the Association as a whole. 

7.3s

7.3.1       Each Member shall pay an administration fee on becoming a Member and on changing Membership categories (Administration Fee).

7.3.2       The Administration Fee shall be set by the Management Committee, which can also decide that payment be made by periodic instalments. 

7.4           Membership Fees and Levies

7.4.1       Membership Fees shall be payable annually on 1 April each year. 

7.4.2       The Membership Fee shall be set by the Management Committee, which can also decide that payment be made by periodic instalments, and approved by a majority at the Annual General Meeting or Special General Meeting. 

7.4.3       Membership Fees for Members admitted to Membership after 1 April on any given year shall be payable on a pro rata basis in that particular year, as determined by the Management Committee. 

7.4.4       A levy on Members may be recommended by the Management Committee, which can also decide that payment be made by periodic instalments, to meet any outstanding expenses of the Association. Any levy is to be approved by a majority at an Annual General Meeting or Special General Meeting. 

7.4.5       The Management Committee may impose upon any member whose Membership Fee or levy is in arrears and unpaid after the due date a penalty not exceeding ten per cent (10%) of the amount of such arrears. 

7.4.6       The Membership Fee may differ depending on the class of Member. Honorary Members and Honorary Life Members are not required to pay any Membership Fees.

7.4.7       The Management Committee may issue a waiver, apply an extension, or otherwise alter any obligation in respect of Fees due to the Association.

7.5A Member ceases to be a Member:

7.5.1       on death, with effect from the date of death of the Member;

7.5.2       by resignation from that Member’s class of Membership by written Notice signed by that Member to the Membership Secretary, with effect from the date of receipt of the Member’s Notice of resignation by the Membership Secretary (or any subsequent date stated in the Notice of resignation);

7.5.3       where the Member, in the Management Committee’s reasonable opinion, no longer meets the requirements to be a Member;

7.5.4       where the Member is acting in a manner inconsistent with the purposes of the Association or brings the Association into disrepute, in accordance with clause 7.2.4;

7.5.5       where the Member is found to have breached the rules of the Association as set out in this Constitution or otherwise has their Membership terminated following a dispute resolution process carried out in accordance with clause 18;

7.5.6       if that Member fails to pay the Administration Fee, applicable Membership Fees, a levy, or any other amount due to the Association within three (3) months of the due date for payment, in which case the Management Committee may determine that the Member shall be deemed to have resigned their Membership; or

7.5.7       on death (or if a body corporate on liquidation or deregistration, or if a partnership on dissolution of the partnership), with effect from 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). 

7.6           Obligations once Membership has ceased - A Member who has ceased to be a Member under this Constitution:

7.6.1       remains liable to pay all subscriptions and other fees to the Association’s next balance date;

7.6.2       shall cease to hold themself out as a Member of the Association; 

7.6.3       shall return to the Association all material and property provided to Members by the Association (including any membership certificate, badges, handbooks and manuals); and

7.6.4       shall cease to be entitled to any of the rights of a Member, including the use of the Association’s name and any abbreviations relating to their class of Membership.

7.7           Becoming a Member again

7.7.1       Any former Member may apply for re-admission in the manner prescribed for new applicants and may be re-admitted only by resolution of the Management Committee.

7.7.2       However, if a former Member’s membership was terminated following a dispute resolution process in accordance with this Constitution, the applicant may be re-admitted only by a majority resolution of the Management Committee.

8GENERAL MEETINGS

8.1           Procedures of all General Meetings

8.1.1       The Management Committee shall give all Members at least fourteen (14) days written Notice of any General Meeting and of the business to be conducted at that General Meeting. 

8.1.2       That Notice will be addressed to the Member at the contact address notified to the Association and recorded in the Register of Members. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice of the General Meeting.

8.1.3       Those members who may attend, speak and/or vote at General Meetings, may only do so:

(a)        in person; or

(b)        by a signed written proxy in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting; or 

(c)        by postal vote received by, or handed to, the returning officer at least one (1) Working Day prior to the meeting; or 

(d)        through the authorised representative of a body corporate as notified to the Management Committee; and

(e)        no other proxy voting shall be permitted.

8.1.4       No Annual General Meeting or Special General Meeting may be held unless at least six (6) Eligible Members attend throughout the meeting and this will constitute a quorum. 

8.1.5       If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon request of Members, shall be dissolved. In any other case it shall stand adjourned to a day within thirty (30) days of the date of the meeting which is to be adjourned. The day, time and place of the adjourned meeting shall be determined by the Chairperson of the Association, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum, provided that the number of such Members is not less than three (3).

9VOTING AT MEETINGS

9.1.1       Eligible Members who have made payment of all applicable Fees are entitled to exercise one (1) vote on any motion at a General Meeting in person, by post, or by proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the Chairperson or of two (2) or more Members present, by secret ballot.

9.1.2       Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy or by post and voting at a General Meeting or voting by remote ballot.

9.1.3       Any decisions made when a quorum is not present are not valid.

9.1.4       The Association may pass a written resolution in lieu of a General Meeting, and a written resolution is valid for the purposes of the Act and this Constitution as if it had been passed at a General Meeting if it is approved by no less than seventy-five per cent (75%) of Eligible Members entitled to vote at a General Meeting and voting on the written resolution.  Any such written resolution may consist of one (1) or more documents in similar form (including letters, electronic mail, or other similar means of communication) each signed by or on behalf of one (1) or more Eligible Members (in writing or by electronic signature).  

9.1.5       General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.

9.1.6       All General Meetings shall be chaired by the President. If the President is absent, the Vice President shall chair that meeting. 

9.1.7       In the case of a tied vote, whether on a show of hands or on a poll, the Chairperson of the meeting has a casting vote. 

9.1.8       The Management Committee may propose motions for the Association to vote on (Management Committee Motions), which shall be notified to Members with the Notice of the General Meeting. Any Member may request that a motion be voted on (Member’s Motion) at a General Meeting, by giving notice to the Secretary or Management Committee at least twenty eight (28) days before that meeting. The Member may also provide information in support of the Member’s Motion (Member’s Information). If Notice of the motion is given to the Secretary or Management Committee before written Notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the written Notice of the General Meeting as per clause 9.3.3 below.  

9.2           Minutes 

9.2.1       Minutes must be kept of all meetings of the Association and the Management Committee and shall include:

(a)        the date, place and time of the meeting; 

(b)        the names of the members of the Management Committee present at the meeting;

(c)        the resolutions discussed;

(d)        the proceedings of each meeting; and

(e)        adherence to the agenda for the relevant meeting.

9.2.2       All minutes shall be signed by the Chairperson and noted that following a vote, the minutes are a true and correct record. 

9.2.3       Minutes of the most recent General Meeting may be made available to Members upon request. 

9.3

9.3.1       An Annual General Meeting shall be held once a year within six (6) months’ of the Balance Date on a date and at a location and/or using any electronic communication determined by the Management Committee and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.

9.3.2       The Management Committee shall give all Members at least fourteen (14) days’ written Notice of any Annual General Meeting.

9.3.3       Any member wanting to move any motion on any matter at an Annual General Meeting shall notify the Secretary in writing at least thirty (30) days before the date of the Annual General Meeting. The Secretary shall, within not less than fourteen (14) days, include any such notice on the Agenda to each member. 

9.4           Business of Annual General Meetings

9.4.1       The business of an Annual General Meeting shall be to:

(a)        confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting;

(b)        adopt the annual report on the operations and affairs of the Association;

(c)        adopt the Management Committee’s report on the finances of the Association, and the annual financial statements;

(d)        elect and approve the election of all Officers of the Management Committee in accordance with clause 15;

(e)        appoint the solicitor for the Association; 

(f)         appoint an Auditor (if necessary, pursuant to clause 17.1.4) or otherwise appoint an accountant to review the Association’s accounts;

(g)        approve the Membership Fees for the current financial year; and

(h)        consider any motions of which prior notice has been given to Members with Notice of the Meeting; and 

(i)         consider any general business. 

9.4.2       Any general business in addition to that which is on the agenda and is not specified on the Notice calling an Annual General Meeting must be transacted with permission of the Chairperson if not opposed by a majority of Members present. 

9.4.3       The Management Committee must, at each Annual General Meeting, present the following information:

(a)        an annual report on the operation and affairs of the Association during the most recently completed accounting period;

(b)        the annual financial statements for that period; and

(c)        notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

9.5

9.5.1       Special General Meetings may be called at any time by the Management Committee by resolution. 

9.5.2       The Management Committee must call a Special General Meeting if the Secretary receives a written request signed by at least three (3) Executive Officers or at least nine (9) Members of the Association. 

9.5.3       The Special General Meeting shall be held within forty-two (42) days from the date of receipt of the request. 

9.5.4       The Secretary shall give at least fourteen (14) days’ Notice in writing of all Special General Meetings to Members of the Association. The Notice shall specify the place, day and time of the meeting and the general nature of business to be dealt with. 

9.5.5       A Special General Meeting shall only consider and deal with the business specified in the Management Committee’s resolution or the written request by Members for the Meeting.

10EXECUTIVE OFFICERS

10.1         The Association shall have five (5) Executive Officers comprising of one (1) of each of the following persons:

10.1.1    the President;

10.1.2    the Vice-President; 

10.1.3    the Treasurer; 

10.1.4    the Secretary; and

10.1.5    the Membership Secretary.

11ROLE OF EXECUTIVE OFFICERS

11.1         All Executive Officers must become familiar with the Constitution, Code of Ethics, and dispute resolution process of the Association, and their procedure and application.

President 

11.2         The role of the President is to: 

11.2.1    chair and control all General Meetings and Management Committee meetings unless otherwise delegated; and

11.2.2    act as a spokesperson for the Association in accordance with clause 21.

Vice-President

11.3         The role of the Vice-President is to:

11.3.1    chair and control all General Meetings and Management Committee meetings in the absence of a President unless otherwise delegated; 

11.3.2    bring the Constitution, Code of Ethics, and dispute resolution process of the Association, and their procedure and application, to the attention of the Chairperson as necessary; and 

11.3.3    oversee any sub-committees and their assigned tasks. 

Treasurer

11.4         The role of the Treasurer is to:

11.4.1    carry out the receipt and disbursement of all monies of the Association; 

11.4.2    prepare balance sheets for the Association; and 

11.4.3    submit the financial position and accounts of the Association for the preceding financial year to 31 March. 

Secretary

11.5         The role of the Secretary is to: 

11.5.1    keep minutes of all General Meetings and Management Committee meetings; and 

11.5.2    act as the Contact Person of the Association and engage in correspondence and filing of all records of the Association.

Membership Secretary

11.6         The role of the Membership Secretary is to:

11.6.1    receive and process applications for Membership, including checking references and facilitating Police vetting;

11.6.2    coordinate with the Management Committee in relation to considering and accepting applications for Membership;

11.6.3    convene the Board of Examiners where required, in accordance with this Constitution;

11.6.4    correspond with applicants for Membership, including communicating acknowledgments, outcomes, and welcomes; and

11.6.5    manage Membership renewals. 

12MANAGEMENT COMMITTEE

12.1         From the end of each Annual General Meeting until the end of the next, the Association shall be managed by, or under the direction or supervision of, the Management Committee in accordance with the Act, any Regulations made under that Act, and this Constitution.

12.2         The Management Committee shall consist of: 

12.2.1    the Executive Officers; and

12.2.2    a maximum of six (6) other Eligible Members,

of which not less than six (6) must be Professional Members and/or Registered Professional Members.  

12.3         Members of the Management Committee Members must be:

12.3.1    elected in accordance with clause 15; or

12.3.2    appointed by the Management Committee in accordance with clause 13.1.10.

12.4         Qualifications of Officers - Every Officer, which for the purposes of this Constitution means the Management Committee including the Executive Officers, must be a natural person who:

12.4.1    is a Member; and has consented in writing to be an officer of the Association; and 

12.4.2    certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Association. 

12.5         Officers must not be disqualified from being appointed or holding office as an Officer of the Association under section 47(3) of the Act.

12.6         Prior to election or appointment as an Officer a person must:

12.6.1    consent in writing to be an Officer; and 

12.6.2    certify in writing that they are not disqualified from being appointed or holding office as an Officer by this Constitution or the Act.

12.7         Powers of the Management Committee  - The Management Committee has all the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of the Association, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution and to any directions at a General Meeting provided they are not contrary to this Constitution and the law.

12.8         Every member of the Management Committee must become familiar with the Constitution, Code of Ethics, and dispute resolution process of the Association, and their procedure and application.

12.9         Without limiting the powers of the Management Committee as set out in this Constitution and the Act, the Management Committee has the power of an ordinary person and may make informed decisions to:

12.9.1    borrow, raise money, and mortgage, initiate a charge or lien over the property of the Association or parts of it; 

12.9.2    rent, lease, hire, purchase, acquire, sell, surrender or dispose of any interest in real or personal property; 

12.9.3    invest and deal with any of the monies or assets of the Association not immediately required, upon such securities as the Management Committee may from time to time determine or approve; and 

12.9.4    affiliate with, subscribe to, donate to, or become a member of any body or organisation whose objects and purposes are similar to those of the Association. 

12.10      The Management Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Management Committee or sub-committee meeting. Other than as prescribed by the Act or this Constitution, the Management Committee or any sub-committee may regulate its proceedings as it thinks fit. 

12.11      The Management Committee may delegate any power it holds to an Officer, Member, or body of the Association, subject to this Constitution and the Act. 

12.12      No act or proceeding of the Management Committee, or of any sub-committee, or any person acting as an Officer shall be invalidated as a consequence of there being a vacancy in the Management Committee membership at the time of that act or proceeding or of the subsequent discovery that there was some defect in the entitlement of any person to be acting as an Officer or that they were incapable of being or had ceased to be an Officer. 

13ELECTION / APPOINTMENT OF MANAGEMENT COMMITTEE MEMBERS

13.1         The election of Elected Management Committee Members shall be conducted as follows:

13.1.1    At each Annual General Meeting all Elected Management Committee Members shall retire and elections shall be held at the Annual General Meeting to fill such positions.

13.1.2    If a vacancy in the position of any Elected Management Committee Member occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Management Committee (and any such appointee must, before appointment, supply written consent to appointment certifying that they are not disqualified from being appointed or holding office as an Officer as described in clause 12.4). Any such appointment must be ratified at the next Annual General Meeting.

13.1.3    A candidate’s written nomination, accompanied by their written consent certifying that they are not disqualified from being appointed or holding office as an Officer by this Constitution or the Act, shall be received by the Association at least thirty (30) days before the date of the Annual General Meeting. Only those positions having less than two (2) nominations received thirty (30) days prior may be received from the floor. 

13.1.4    If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting provided that the nominated Member is present at the Annual General Meeting and accepts the nomination.

13.1.5    All candidates for all positions shall have the opportunity to address the Members, prior to the election, on what they have to offer and why they would like to receive votes to the position. 

13.1.6    Votes shall be cast in such a manner as the person chairing the Meeting determines.

13.1.7    Where voting is by secret ballot, two scrutineers shall be appointed at the relevant General Meeting. The scrutineers can be non-Members and must not be nominees.

13.1.8    In the event of any vote being tied, the position shall remain vacant and the Management Committee will at its first meeting appoint someone to the position from those that were elected. 

13.1.9    The failure for any reason of any Eligible Member to receive such Notice of the General Meeting shall not invalidate the election.

13.1.10  The Management Committee may also appoint one (1) or more Appointed Management Committee Members for a specific purpose, for a limited period, or more generally until the next Annual General Meeting. Unless otherwise specified by the Management Committee any person so appointed shall have full speaking and voting rights. Any such appointee must, before appointment, supply written consent to appointment certifying that they are not disqualified from being appointed or holding office as an Officer (as described in clause 12.4 above).

13.2

13.2.1    The term of office for all Elected Management Committee Members, including Executive Officers, shall be one (1) year, expiring at the end of the Annual General Meeting in the year corresponding with the year of each Officer’s term of office.

13.2.2    Elected Management Committee Members may stand for re-election

13.2.3    The Management Committee may amend the term limits in this clause for any individual by a resolution at a General Meeting.

13.3

13.3.1    The Association may pay honoraria to Management Committee Members, including Executive Officers, as agreed from time to time by the eligible voting Members at an Annual General Meeting. 

13.4 – A Management Committee Member shall be deemed to have ceased to be a Management Committee Member if that Management Committee Member:

13.4.1    dies;

13.4.2    in the case of an Elected Management Committee Member, has held office for an initial term of one (1) year and is not re-elected for a consecutive term;

13.4.3    resigns by delivering written Notice of resignation to the Secretary;

13.4.4    is absent without leave for three (3) consecutive meetings of the Management Committee;

13.4.5    becomes disqualified from being an Officer under the Act; or

13.4.6    if the Management Committee Member is removed pursuant to one of the grounds for removal under clause 13.5 by a resolution of the Management Committee passed by a two thirds majority.

13.5         For the purposes of clause 13.4.6:

13.5.1    a grievance or Complaint that cannot be resolved in the Management Committee’s opinion under clause 18.13.2;

13.5.2    a Management Committee Member’s failure to comply with this Constitution, the Act, or any of the Association’s policies or standards (including the Code of Ethics); or

13.5.3    where the Management Committee considers the Management Committee Member is not working in the best interests of the Association,

will be grounds for removal of a Management Committee Member under clause 13.4.6.

13.6         Each Officer shall within twenty one (21) Working Days of submitting a resignation or ceasing to hold office, deliver to the Management Committee all books, papers and other property of the Association held by such former Officer.

13.7         In the event of there being any vacancy on the Management Committee under this clause 13, the Management Committee may by majority vote appoint an Eligible Member who meets the criteria in clause 12.4 to fill such vacancy until the next General Meeting. 

13.8         Sub-committees 

13.8.1    The Management Committee may appoint sub-committees consisting of such persons (whether or not Members of the Association) and for such purposes as it thinks fit. Unless otherwise resolved by the Management Committee:

(a)        the quorum of every sub-committee is half the members of the sub-committee but not less than two (2);

(b)        no sub-committee shall have power to co-opt additional members;

(c)        a sub-committee must not commit the Association to any financial expenditure without express authority from the Management Committee; and

(d)        a sub-committee must not further delegate any of its powers.

13.9

13.10      The Management Committee shall at its first meeting after the Annual General Meeting appoint at least three (3) and no more than five (5) Registered Professional Members and Honorary Life Members to act as the Board of Examiners of the Association.

13.11      The Board of Examiners shall prepare a list of subjects and set the necessary questions and format in which candidates for Membership of the Association are to be examined. 

13.12      The Board of Examiners shall make the necessary arrangements for examinations to be conducted in such places in New Zealand or by any real-time, audio and visual, or other electronic communication as it shall appoint for the purposes of determining the fitness and qualifications of candidates for Membership of the Association in accordance with clause 7.

13.13      Written notice of the intention of the candidate to sit for the examination shall be given to the Secretary and shall be accompanied by such fee as the Management Committee shall from time to time fix. 

13.14      The Management Committee, after consideration of the Board of Examiners’ recommendations, shall make its decision and the Secretary will notify the applicant accordingly.

14MANAGEMENT COMMITTEE MEETINGS

14.1         Procedure

14.1.1    The quorum for Management Committee meetings is no less than five (5) Management Committee Members, of which at least two (2) must be Executive Officers.

14.1.2    Management Committee meetings may be called at any time by the President or the Secretary at the request of any two (2) Management Committee Members. 

14.1.3    A meeting of the Management Committee may be held either:

(a)        by a number of the Management Committee Members who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

(b)        by means of audio, or audio and visual, communication by which all Management Committee Members participating and constituting a quorum can simultaneously hear each other throughout the meeting.

14.1.4    A resolution of the Management Committee is passed at any meeting of the Management Committee if a majority of the votes cast on it are in favour of the resolution. Every Management Committee Member shall have one (1) vote.

14.1.5    The Chairperson has a casting vote in the event of a tied vote on any resolution of the Management Committee.

14.1.6    Except as otherwise provided in this Constitution, the Management Committee may regulate its own procedure. 

14.1.7    Eligible Members of the Association may sit in as observers at any meeting of the Management Committee unless the Management Committee goes “into Committee”. 

14.1.8    The President of the Association shall act as the Chairperson of the Management Committee. In the absence of the President of the Association, the Vice-President shall act as the Chairperson of the Management Committee. 

14.1.9    If the President or Vice President is not present within fifteen (15) minutes after the time appointed for the commencement of the meeting, or if they are unable or unwilling to act, then the Management Committee Members present shall elect by majority one (1) present Member to act as Chairperson of the meeting. 

14.1.10  The Chairperson may, with the majority vote of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at the reconvened meeting other than the business unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, Notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any Notice of an adjournment or of the business transacted at an adjourned meeting.

14.2         Frequency

14.2.1    The Management Committee shall meet at least four (4) times per year at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.

14.2.2    The Secretary, or other Management Committee Member nominated by the Management Committee, shall give to all Management Committee Members not less than twenty-four (24) hours Notice of Management Committee meetings, but in cases of urgency a shorter period of Notice shall suffice. 

15CONFLICTS OF INTEREST

15.1         An Officer who is an Interested Officer must disclose details of the nature and extent of the interest (as set out in the definition of Interested Officer in this Constitution), including any monetary value of the interest if it can be quantified:

15.1.1    to the Management Committee; and

15.1.2    in an Interests Register kept by the Management Committee. 

15.2         Disclosure must be made as soon as practicable after that Officer becomes aware that they are interested in the Matter.

15.3         Subject to the Act and any Regulations made under the Act, an Officer who is interested in a Matter:

15.3.1    Must not vote or take part in the decision of the Management Committee and/or sub-committee relating to the Matter; and

15.3.2    Must not sign any document relating to the entry into a transaction or the initiation of the Matter; and

15.3.3    May take part in any discussion of the Management Committee and/or sub-committee relating to the Matter and be present at the time of the decision of the Management Committee and/or sub-committee (unless the Management Committee and/or sub-committee decides otherwise).

15.4         If fifty per cent (50%) or more of the Management Committee and/or sub-committee are prevented from voting on the Matter under clause 15.3, the Management Committee must call a Special General Meeting of the Association to consider and determine the Matter in accordance with clause 9.5.

16RECORDS

16.1         Register of Members

16.1.1    The Association shall keep a Register of Members which shall contain each Member’s:

(a)        Name;

(b)        Contact details including physical and mailing addresses and phone number;

(c)        Email address;

(d)        The date the Member became a Member; 

(e)        Category of Membership;

(f)         Hypnotherapy qualification (as applicable); and

(g)        Any other information prescribed by Regulations (if any). 

16.1.2    Every current Member shall advise the Association of any change of the Member’s contact details within fourteen (14) days of that change.

16.1.3    The Association shall also keep a record of the former Members of the Association. For each Member who ceased to be a Member within the previous seven (7) years, the Association will record:

(a)        the former Member's name; and

(b)        the date the former Member ceased to be a Member.

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

16.3         Access to Information for Members

16.3.1    A Member may at any time make a written request to the Association for information held by the Association.

16.3.2    The request must specify the information sought in sufficient detail to enable the information to be identified.

16.3.3    The Association must, within a reasonable time after receiving a request:

(a)        provide the information;

(b)        agree to provide the information within a specified period;

(c)        agree to provide the information within a specified period if the Member pays a reasonable charge to the Association (which must be specified and explained) to meet the cost of providing the information; or

(d)        refuse to provide the information in accordance with the Act, specifying the reasons for the refusal.

16.3.4    If the Association requires the Member to pay a charge for the information, the Member may withdraw the request, and must be treated as having done so, unless within ten (10) Working Days after receiving notification of the charge, the Member informs the Association:

(a)        that the Member will pay the charge; or

(b)        that the Member considers the charge to be unreasonable.

16.3.5    Nothing in this clause limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.

17FINANCES

17.1         Control and management

17.1.1    The funds and property of the Association shall be:

(a)        controlled, invested and disposed of by the Management Committee, subject to this Constitution; and

(b)        devoted solely to the promotion of the objects and purposes of the Association.

17.1.2    All monies received by or on behalf of the Association are to be paid to the credit of the Association’s account at one of the registered banks in New Zealand.  

17.1.3    All payments made by the Association shall be authorised in accordance with delegated authorities that have been endorsed by the Management Committee. 

17.1.4    If required by the Act or if otherwise the Management Committee determines it desirable, the Management Committee shall as soon as practicable after the end of the financial year of the Association cause the accounts of the Association to be audited by a chartered accountant appointed by the Management Committee for that purpose (Auditor). 

17.1.5    The Association will keep accounting records in written form or in a form or manner that is easily accessible and convertible into written form, and the accounting records will be kept for the current accounting period and for the last seven (7) completed accounting periods of the Association (“Accounting Period” as defined in the Act). 

17.2         Balance Date - The Association’s financial year shall commence on 1 April of each year and end on 31 March (the latter date being the Association’s balance date). The Association must file financial statements with the Registrar within six (6) months of the Balance Date. 

18DISPUTE RESOLUTION

18.1         Scope of Dispute Resolution Procedure

18.2         When a Complaint is made in accordance with this Constitution, it must relate to the Association as an incorporated society.

18.3         A Complaint relating to a Member’s practice or conduct in their professional capacity as a hypnotherapist will be dealt with following the Association’s Complaints Policy, and not under this Constitution. 

18.4         All Members and Officers are obliged to cooperate to resolve Disputes efficiently, fairly, and with minimum disruption to the Association’s activities.

18.5         The Association will have a Disputes Committee consisting of five (5) Management Committee Members, at least two (2) of which must be Executive Officers.

18.6

When a Member or an Officer makes a Complaint

18.6.1    A Member or an Officer can make a Complaint in writing to the Association.  The Complaint must:

(a)        state that the Member or Officer is starting a procedure for resolving a Dispute in accordance with the Association’s Constitution; 

(b)        set out who is being complained about, and the allegation to which the Dispute relates; and

(c)        set out any other information reasonably required by the Association.

When the Association makes a Complaint

18.6.2    The Association can make a Complaint against a Member or an Officer.  The Association must give that Member or Officer written Notice:

(a)        that the Association is starting a procedure for resolving a Dispute in accordance with the Association’s Constitution; and

(b)        of the allegation to which the Dispute relates.

18.6.3    When making a Complaint, the information given under Rules 18.6.1 or 18.6.2 must be enough to ensure that the person complained about (Respondent) is fairly advised of the allegation concerning them, with sufficient details given to enable them to respond.

18.6.4    For the avoidance of doubt, if a Respondent ceases to be a Member during a dispute resolution process initiated while they were a Member, that does not prevent the dispute resolution process from continuing.   

18.7

18.7.1    Despite Rule 18.8.1, the person making a Complaint (Complainant) must meet their own initial costs of making the Complaint, and may be required to meet their ongoing costs in relation to the Complaint. 

18.8

18.8.1    A Complainant has a right to be heard before the Complaint is resolved or any outcome is determined.  If the Association is the Complainant, an Officer may exercise that right on the Association’s behalf.

18.8.2    The Complainant’s right to be heard may include (without limitation):

(a)        having a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); 

(b)        holding an oral hearing if the decision maker considers that necessary to ensure an adequate hearing; 

(c)        ensuring any oral hearing is held before the decision maker; and

(d)        ensuring the Complainant’s written or verbal statement or submissions (if any) are considered by the decision maker.

18.9         Person who is subject of Complaint (Respondent) has right to be heard

18.9.1    The Respondent has a right to be heard before the Complaint is resolved or any outcome is determined. If the Respondent is the Association, an Officer may exercise that right on the Association’s behalf.

18.9.2    The Respondent’s right to be heard may include (without limitation): 

(a)        fairly advising the Respondent of all allegations against them, with sufficient details and time given to enable them to respond; 

(b)        having a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); 

(c)        holding an oral hearing if the decision maker considers that necessary to ensure an adequate hearing; 

(d)        ensuring any oral hearing (if any) is held before the decision maker; and

(e)        ensuring the Respondent’s written statement or submissions (if any) are considered by the decision maker.

18.10      Investigating and determining Dispute

18.10.1  The Association must ensure that the Dispute is investigated and determined as soon as reasonably practicable after receiving a Complaint.

18.10.2  Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

18.11      Association may decide not to proceed further with Complaint - Despite clause 18.10, the Association may decide not to proceed further with a Complaint at any time if:

18.11.1  the Complaint is minor or trivial; 

18.11.2  the Complaint does not involve or appear to involve any allegation:

(a)        that a Member or an Officer has engaged in material misconduct;

(b)        that a Member, an Officer, or the Association has materially breached, or is likely to materially breach, a duty under the Association’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;

18.11.3  the Complaint appears to be without foundation or there is no apparent evidence to support it; 

18.11.4  the Complainant has an insignificant interest in the matter; 

18.11.5  the conduct, incident, event, or issue giving rise to the Complaint has already been investigated and dealt with under the Constitution or the Complaints Policy; or

18.11.6  there has been an undue delay in making the Complaint.

18.12      Association may refer Complaint

18.12.1  The Association may refer a Complaint to:

(a)        the Disputes Committee or an external person to investigate and report on; or

(b)        the Disputes Committee, an arbitral tribunal, or an external person to investigate and make a decision.

18.12.2  The Association 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). 

18.13      Decision makers

18.13.1  If two (2) or more Management Committee Members consider that a person may not be impartial or unable to consider the Complaint without a predetermined view, that person may not act as a decision maker in relation to the relevant Complaint.  

18.13.2  The decision maker may:

(a)        order the Complainant or the Respondent to meet any of the Association’s reasonable costs in dealing with a Complaint; and

(b)        make such directions as the decision maker thinks appropriate, with which the Association and Members shall comply, including:

i. upholding a Complaint; 

ii.reprimanding or admonishing the Member; 

iii.suspending the Member from Membership for a specified period; and/or

iv.terminating the Member’s Membership. 

19AMALGAMATION

19.1         The Association may be amalgamated in accordance with the provisions of the Act. 

19.2         Any amalgamation proposal (as defined in the Act) must be approved by a resolution agreed to by a simple majority of all Members entitled to vote and voting on the question, who must be present in person or by proxy in accordance with this Constitution. This clause 51 modifies section 194(2)(a) of the Act. 

20ALTERATIONS TO THE CONSTITUTION

20.1         All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as required by section 31 of the Act.

20.2         The Association may amend or replace this Constitution at an Annual General Meeting or a Special General Meeting by a resolution passed by a two thirds majority of those Members entitled to vote and voting on the question, who must be present in person or by proxy in accordance with this Constitution.

20.3         Any proposed resolution to amend or replace this Constitution shall be signed by a simple majority of Members entitled to vote and given in writing to the Secretary at least fourteen (14) days before the Annual General Meeting or Special General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.

20.4         At least fourteen (14) days before the Annual General Meeting or Special General Meeting at which any amendment is to be considered the Secretary shall give to all Members Notice of the proposed resolution, the reasons for the proposal, and any recommendations the Management Committee has.

20.5         When an amendment is approved by an Annual General Meeting or Special 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.

21WINDING UP THE ASSOCIATION

21.1         The Association may be wound up under the provisions of Part 5 of the Act.

21.2         The Association may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.

If the Association is wound up, liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Association’s debts and liabilities, that property must be given or transferred to another Not-For-