CONSTITUTION OF NETBALL NORTH HARBOUR INCORPORATED

TABLE OF CONTENTS

Note: words used in this Netball North Harbour Constitution are defined at the end of the Netball North Harbour Constitution in Rule 28

PART I – OBJECTS & POWERS
1: NAME

The name of the incorporated society shall be “Netball North Harbour Incorporated” commonly known as Netball North Harbour.

2: REGISTERED OFFICE

The registered office of Netball North Harbour shall be at such place or places as determined by Netball North Harbour Board.

3: OBJECTS

 The Objects of Netball North Harbour are to:

(a) be a body within the Region for the administration, promotion and development of Netball;

(b) promote Netball as an amateur game in the Region for the recreation and entertainment of all New Zealanders;

(c) be a member of Netball North and NNZ and as such enforce the rules and regulations of Netball North and NNZ;

(d) enforce the rules and regulations of IFNA;

(e) encourage participation and achievement in Netball in the Region and in New Zealand;

(f) establish, promote and stage Netball competitions and matches locally and determine the rules of such competitions and matches;

(g) promote and organise social, educational, recreational and other sporting activities in addition to Netball to enhance the services of Netball North Harbour to, and on behalf of, the local community;

(h) enforce the Rules of Netball;

(i) promote the health and safety of all participants in Netball;

(j) encourage and promote Netball as a sport to be played in a manner which upholds the principles of fair play and is free from performance enhancing drugs;

(k) maintain and enhance the reputation of Netball North Harbour, Netball North , NNZ, and Netball through the development and promotion of standards and practices which fulfil these Objects;

(l) give, and seek where appropriate, recognition for Members to obtain awards or public recognition for Netball or other services to the community;

(m) seek and obtain improved facilities for the enjoyment of Netball;

(n) provide information, assistance and resources to its Members;

(o) develop and train players, officials and other personnel involved in Netball;

(p) act in good faith and loyalty to ensure the maintenance and enhancement of NNZ, Netball North, Netball North Harbour and Netball and their standards, quality and reputation for the collective and mutual benefit of the Members and Netball;

(q) at all times operate with, and promote, mutual trust and confidence between NNZ, Netball North, Netball North Harbour and the Members in pursuit of these Objects;

(r) at all times  act on behalf of, and in the interests of, the Members and Netball.

4: POWERS

The Powers of Netball North Harbour are to:

(a) purchase, lease, license, hire or otherwise acquire and hold real and personal property, rights and privileges;
 
(b) control and raise money, including to borrow, invest or advance monies and to secure the payment of such by way of mortgage, charge over all or part of any of its real and personal property;
 
(c) sell, lease, mortgage, charge, surrender any lease or otherwise dispose of any property of Netball North Harbour and to grant such rights and privileges of such property as it considers appropriate;
 
(d) construct, maintain and alter any buildings, premises or facilities (including Netball courts) and carry out works it considers necessary or desirable for the advancement or improvement of such buildings, premises or facilities;
 
(e) determine, raise and receive money by subscriptions, fees, levies, gate charges, donations, grants, advertisers, sponsors, concessionaires or otherwise and to grant rights or privileges to subscribers, sponsors, promoters, concessionaires or fundraisers;
 
(f) determine regulations, policies and procedures for the governance and management of Netball played under the auspices of Netball North Harbour;
 
(g) determine, implement and enforce disciplinary procedures for its Members including imposing sanctions;
 
(h) employ, determine the terms and conditions, terminate staff employment and engage the services of personnel and organisations to work for and with Netball North Harbour;
 
(i) engage, determine the terms and conditions, and terminate the services of personnel and organisations to advise Netball North Harbour;
 
(j) contract, engage or otherwise make arrangements with any person or organisation to fulfil the Objects of Netball North Harbour;

(k) be a member and contribute to the administration and promotion of Netball North, NNZ and Netball in New Zealand;
 
(l) be a member, affiliate or be associated in any other way with, any organisation which has objects which are similar, in whole or in part, to the Objects of Netball North Harbour;
 
(m) determine who are its members;
 
(n) establish a Board, committees and other groups and to delegate its powers and functions to such groups;
 
(o) enforce the Rules of Netball;
 
(p) develop programmes for playing, coaching and officiating Netball, which are consistent with those of Netball North  and NNZ;
 
(q) establish, organise and control Netball matches, fixtures, competitions, tournaments and events, including determining the rules for such matches, fixtures, competitions, tournaments and events, which do not conflict with those of Netball North  and NNZ;
 
(r) to award, grant or otherwise honour achievement and services to Netball North Harbour and to Netball generally;
 
(s) select Netball teams and squads to represent Netball North Harbour;
 
(t) establish, maintain and have an interest in corporate or other entities to carry on and conduct all or any part of the affairs of Netball North Harbour and for that purpose, to utilise any of the assets of or held on behalf of Netball North Harbour;
 
(u) print and publish any newspapers, periodicals, books or leaflets and develop and implement any computer systems or software packages that Netball North Harbour may consider desirable for the promotion of its Objects and which are consistent with those developed and implemented by Netball North  and NNZ;

(v) produce, develop, create, licence and otherwise exploit, use and protect Intellectual Property which does not conflict with the intellectual property of Netball North  and NNZ;

(w) purchase or otherwise acquire all or any part of the property, assets and liabilities of any one or more companies, institutions, incorporated societies or organisations whose activities or objects are similar to those of Netball North Harbour, or with which Netball North Harbour is authorised to amalgamate or generally for any purpose designed to benefit Netball North Harbour;
 
(x) do any other acts or things which further the Objects of Netball North Harbour, provided that the above powers shall not limit the rights and powers of Netball North Harbour as an incorporated society under the Act.

PART II – MEMBERSHIP

5: CATERGORIES OF MEMBERS

5.1 The categories of membership of Netball North Harbour, (collectively called “Members”) shall be:

(a) Individual Members: as described in Rule 6.
 
(b) Member Clubs :  as described in Rule 7.1.
 
(c) Member Schools : as described in Rule 7.2.
 
(d) Life Members: being persons who have been granted a Life Membership of Netball North Harbour (under Rule 8) for outstanding contribution or service to Netball or Netball North Harbour.

(e) Other categories: being any other category or categories of membership of Netball North Harbour determined by the Netball North Harbour Board, from time to time.

6: INDIVIDUAL MEMBERS

6.1 Subject to Rule 6.2, an Individual Member is:

(a) a person who is a registered financial member of a Member Club, or

(b) a person who is a registered financial member of a Member School Netball Team, or

(c) an Officer or other Appointed Personnel of Netball North Harbour, or

(d) a Club Official, or

(e) a School Official, or
 
(f) an individual who:

(i) plays, or

(ii) umpires or officiates, or

(iii) coaches or manages any netball team competing, or

(iv) is a financial member of either a Member Club, Member School, Netball North or Netball North Harbour.

  in any Netball game held by or under the auspices of Netball North Harbour, a Member Club or a Member School.

6.2 An individual in Rule 6.1 will become an Individual Member upon any of the following:

(a) becoming a member of Netball North Harbour, a Member Club or a Member School, and paying the Membership Fee and/or any other fees due to Netball North Harbour and/or that Member Club and/or that Member School; or

(b) the individual’s election or appointment as an Officer, Appointed Personnel, a Club Official or School Official.
 
 

7: MEMBER CLUBS AND MEMBER SCHOOLS

7.1 A Member Club is a group of individuals collectively calling themselves a club, and whether or not incorporated, which administers, promotes and develops Netball (whether as its primary activity or otherwise).

7.2 A Member School is a school, which administers, promotes and develops Netball.

7.3 A club or school may become a Member Club or Member School respectively, by making written application to the Netball North Harbour Board together with payment of the Membership Fee and/or any other fees due to Netball North Harbour. The Netball North Harbour Board shall in its discretion decide whether a club or school may become a Member Club or Member School of Netball North Harbour.

8:  LIFE MEMBERS

8.1 A person shall become a Life Member of Netball North Harbour by nomination, recommendation and then vote by two-thirds majority of those entitled to vote at a Netball North Harbour General Meeting. Such process shall be carried out in accordance with the Netball North Harbour Regulations.

8.2 A Life Member shall have the same rights and obligations as all other Members, except she/he shall have no right to vote at a Netball North Harbour General Meeting unless she/he has the right to vote under Rule 16.9.

9: MEMBERSHIP FEES

9.1 The Netball North Harbour Board shall determine:

(a) the Membership Fee and/or other fees payable by Members to Netball North Harbour;

(b) the due date for the Membership Fee(s) and

(c) the manner of payment for the Membership Fee(s).

10: MEMBERS RIGHTS AND OBLIGATIONS

10.1 Members acknowledge and agree that:

(a) This Constitution constitutes a contract between each of them and NNZ, Netball North  and Netball North Harbour and they are each bound by the NNZ Constitution, NNZ Regulations, Netball North  Constitution, Netball North  Regulations, this Netball North Harbour Constitution and Netball North Harbour Regulations;

(b) They shall comply with and observe the NNZ Constitution, NNZ Regulations, Netball North  Constitution, Netball North  Regulations, this Netball North Harbour Constitution and Netball North Harbour Regulations and any determination, resolution or policy which may be made or passed by the NNZ Board , Netball North  Board or the Netball North Harbour Board;

(c) They are subject to the jurisdiction of NNZ, Netball North  and Netball North Harbour;

(d) The NNZ Constitution, NNZ Regulations, Netball North Constitution, Netball North  Regulations, this Netball North Harbour Constitution and Netball North Harbour Regulations are necessary and reasonable for promoting the Objects of NNZ, Objects of the Netball North  and Objects of Netball North Harbour;

(e) The NNZ Constitution, NNZ Regulations, Netball North Constitution, Netball North  Regulations, this Netball North Harbour Constitution and Netball North Harbour Regulations are made in the pursuit of a common object, namely the mutual and collective benefit of NNZ, Netball North , Netball North Harbour, and their respective members and Netball;

(f) They are entitled to all benefits, advantages, privileges and services of membership as conferred by this Constitution.

11: REGISTER OF MEMBERS

11.1 The Chief Executive Officer and/or any other person appointed by the Board for that purpose shall keep and maintain a Register in which shall be entered the full name, address, class of membership, (and if an Individual Member), their occupation, the date of birth (if required) of each Member, and each Board Member and any other information that the Netball North Harbour Board determines is appropriate.

11.2 All Individual Members shall provide written notice of any change to the details recorded in accordance with Rule 11.1 to the Chief Executive Officer within thirty (30) days of such change or as otherwise requested by the Chief Executive Officer and/or any other person appointed by the Board for that purpose. The Chief Executive Officer and/or any other person appointed by the Board for that purpose shall then forward such details to Netball North  in accordance with the Netball North Constitution.

11.3 The Chief Executive Officer and/or any other person appointed by the Board for that purpose shall, in collecting personal information for the Register (in Rule 11.1), seek the consent of the individual concerned and at all times comply with the Privacy Act 1993.

11.4 Any entry on the Register shall be available for inspection by Members and Board Members, upon reasonable request and in compliance with the Privacy Act 1993.

12: TERMINATION OF MEMBERSHIP

12.1 An Individual Member may withdraw their membership of Netball North Harbour by giving notice in writing to the Netball North Harbour Board. Upon payment of any debts or outstanding fees to Netball North Harbour, that Member’s membership of Netball North Harbour will automatically cease.

12.2 An Individual Member who withdraws their membership of Netball North Harbour or has their membership terminated by Netball North Harbour, shall be deemed to have also withdrawn or terminated their membership of NNZ and Netball North .

12.3 A Member shall have their membership of Netball North Harbour terminated if any fees (including Membership Fees) or other payments to Netball North Harbour, Netball North  or NNZ are due and outstanding and remain unpaid. Before such termination can occur, Netball North Harbour, Netball North or NNZ (as the case may be) must give the Member written notice specifying the payment(s) due and demanding payment by a due date, being not less than seven (7) days from the date of the demand, and such payment is not made.

12.4 In addition to Rules 12.2 and 12.3, a Member may have their membership of Netball North Harbour, Netball North and NNZ terminated if:

(a) the Netball North Harbour Judiciary Committee resolves to do so under Rule 20;

(b) the NNZ Board resolves to do so under the NNZ Constitution; or

(c) the Netball North  Board resolves to do so under the Netball North Constitution; or

(d) the Netball North Harbour Board, or any sub-committee of Netball North Harbour Board, after reasonable enquiry, considers that the Member did not or is unable to comply with a reasonable Netball North Harbour Board resolution, the NNZ Constitution, Netball North  Constitution, this Netball North Harbour Constitution, NNZ Regulations, Netball North  Regulations, Netball North Harbour Regulations or any policies or reasonable directions of the NNZ Board, Netball North  Board or Netball North Harbour Board.

12.5 Before any resolution under Rule 12.4 is made:

(a) the Member concerned shall be given seven (7) days written notice by the NNZ Board and/or the Netball North  Board and/or the Netball North Harbour Board (as the case may be) of the proposed resolution, and
(b) have the right to be present, make submissions and be heard at the NNZ Board, Netball North  Board and/or Netball North Harbour Board meeting(s) in which the resolution is to be determined.

12.6 Any Member whose membership is terminated under Rule 12.4(d) may appeal the resolution  to a Netball North Harbour General Meeting called for that purpose. Any Member whose membership is terminated under Rule 12.4(b) or (c) may appeal the decision to a NNZ Council Meeting called for that purpose. The appeal in either case shall be allowed if two-thirds majority of those entitled to vote at the Netball North Harbour General Meeting or NNZ Council Meeting, whichever applies, do so in favour of such appeal. Where a Member appeals against a decision of the Netball North Harbour Board or the Netball North Harbour Judiciary Committee under this Rule, the decision of the Netball North Harbour General Meeting shall be final, and Rule 20.3 (Appeals) shall not apply.

12.7 Any membership, which has been terminated in accordance with this  Constitution, may be reinstated at the discretion of the Members at a subsequent  Netball North Harbour General Meeting, unless the termination was determined by NNZ or Netball North  in which case the Member may only be reinstated at the discretion of NNZ at a NNZ Council Meeting or at the discretion of Netball North  at a Netball North  General Meeting, whichever applies.

12.8 A Member who ceases to be a Member of Netball North Harbour, Netball North  and/or NNZ shall forfeit all rights in and claims upon Netball North Harbour, Netball North  and NNZ and their property, and shall not use any property of Netball North Harbour, Netball North  or NNZ, including Intellectual Property.

PART III – OFFICERS, NETBALL NORTH HARBOUR BOARD AND COMMITTEES

13: OFFICERS

13.1 The Officers of Netball North Harbour shall be:

(a) the President; and  
(b) the Board Members elected or appointed under Rule 14.2

13.2 The President shall be elected annually at the Netball North Harbour Annual General Meeting.

13.3 Nominations for the President shall be made in the same manner and at the same time as nominations for Elected Board Members under Rule 14.3.1.

13.4 The President may attend and speak at Netball North Harbour  Board and Netball North Harbour General Meetings, but shall have no voting rights.

14: NETBALL NORTH HARBOUR BOARD

14.1 Role of the Netball North Harbour Board

The Netball North Harbour Board is responsible for determining strategies, policies and financial arrangements of, and for, Netball North Harbour.

14.2 Membership of the Netball North Harbour Board
 
 The Netball North Harbour Board shall consist of:

(a) Three (3) persons elected by the Netball North Harbour Annual General Meeting, under Rule 14.3.1; and
 
(b) Three (3) persons appointed by the Netball North Harbour Board Appointment Panel, under Rule 14.3.3 provided that one of such persons shall be appointed “Treasurer” and shall hold accounting qualifications or if no such qualifications are held may be appointed “Treasurer” at the discretion of the Board

14.3 Election/Appointment of the Netball North Harbour Board

14.3.1 The Elected Board Members shall be elected by a majority of those entitled to vote at an Netball North Harbour Annual General Meeting, following nomination by the 15th November each year by at least one (1) individual Member, Member Club or Member School.

14.3.2 The Netball North Harbour Board Appointment Panel shall be appointed by the Elected Netball North Harbour Board Members.

14.3.3 Following assessment, and if necessary considering further information obtained from the applicants, the Netball North Harbour  Board Appointment Panel shall determine, within fourteen (14) days after the Netball North Harbour Annual General Meeting, the Appointed Board Members or where an Appointed Board member has been removed (under Rule 14.12), within fourteen (14) days of the Netball North Harbour  General Meeting in which that resolution was passed.

14.3.4 Following the election and appointment of Board Members under Rules 14.3.1 and 14.3.3, the Netball North Harbour Board Members shall, within one (1) month of the Netball North Harbour Annual General Meeting, appoint a Chairperson of the Netball North Harbour Board from within their membership.

14.3.5 The Chief Executive Officer shall be appointed by the Netball North Harbour Board on terms and conditions which the Netball North Harbour Board considers appropriate.  No employee of Netball North Harbour shall be entitled to be a Board Member.

14.4 Term of Office of Board Members

14.4.1 Subject to Rule 14.4.2, the term of office for all Board Members shall be three (3) years, expiring at the conclusion of the relevant Netball North Harbour Annual General Meeting. Any Board Member may be re-elected (under Rule 14.3.1) or re-appointed (under Rule 14.3.3) to the Netball North Harbour Board for a maximum of two (2) subsequent and consecutive terms of office unless otherwise determined by resolution of the Board.

14.4.2 Subject to Rule 14.12, for the period from the conclusion of the Annual General Meeting in 2001 to the conclusion of the Annual General Meeting in the year 2004, the terms of office for Board Members elected or appointed in 2000 shall be between one (1) and three (3) years so as to ensure the rotation of Board Members.  The terms of office shall be determined by agreement of the Board and failing such agreement by vote of the Board.  Thereafter the terms of office of board members shall be for three (3) years.

14.5 Rights of Board Members

All Board Members shall have the right to attend, speak and vote at all Netball North Harbour Board meetings.

14.6 Vacancies on the Netball North Harbour Board

14.6.1 Subject to Rule 14.6.2, any vacancy on the Netball North Harbour Board, which occurs during any Board Member’s term of office, may be filled by the Netball North Harbour Board.

14.6.2 Where the vacancy in Rule 14.6.1 is an Elected Board Member, the term of office for the Netball North Harbour Board Member appointed to fill such vacancy shall expire at the conclusion of the next Netball North Harbour Annual General Meeting at which time the person to fill the vacancy shall be elected under Rule 14.3.1.

14.7 Powers of the Netball North Harbour Board

 The Netball North Harbour Board shall have the power to:

(a) develop and implement Netball North Harbour Regulations, strategies, policies and procedures for the administration, promotion and development of Netball North Harbour and Netball played under its auspices;

(b) develop and implement policies and Netball North Harbour Regulations to prudently manage, protect and enhance Netball North Harbour’s finances and property;

(c) appoint the Chief Executive Officer, determine the terms and conditions of their appointment, and, if necessary, terminate such appointment;

(d) establish such commissions, committees and groups as it considers appropriate to assist it to carry out its responsibilities and to receive and deal with reports and recommendations from such commissions, committees and groups;

(e) establish such corporate and other entities to carry on and conduct all or any part of the affairs of Netball North Harbour;

(f) co-opt, engage, contract or otherwise agree to obtain the assistance or advice of any person or organisation for the Netball North Harbour Board;

(g) delegate such powers as it considers appropriate to employees, commissions, committees or other groups appointed by it;

(h) enforce the Rules of Netball;

(i) determine the yearly calendar for tournaments, events and competitions held under the auspices of Netball North Harbour  and use its best endeavours to avoid conflict with the yearly calendars of Netball North  and NNZ;

(j) employ, engage or otherwise appoint coaches, managers, umpires and other support personnel for Netball North Harbour’s representative netball teams and competitions, determine the terms and conditions of such appointments and, if necessary, terminate such appointments;

(k) appoint such persons as it considers appropriate, determine the terms and conditions of such appointment, to committees, positions and roles within Netball North Harbour, (except as otherwise specified in this Netball North Harbour Constitution or Netball North Harbour Regulations), and, if necessary, terminate such appointments; 

(l) approve or disapprove Netball Teams and squads selected to represent Netball North Harbour ;

(m) subject to this Netball North Harbour Constitution, fill vacancies of the Netball North Harbour Board, any commissions, committees and other groups which are established by it;

(n) determine the conditions and rules of tournaments, events and competitions, held by or under its auspices;

(o) appoint and administer the  Netball North Harbour Judiciary Committee;

(p) discipline Members as specified under Rules 12 and 20;

(q) develop programmes for playing, coaching, umpiring and officiating Netball, and implement them as agreed by NNZ, and Netball North  together with national and regional programmes for the Region;

(r) resolve and determine any disputes or matters not provided for in this Netball North Harbour Constitution;

(s) do all other acts and things which are within the Powers and Objects of Netball North Harbour and which the Netball North Harbour Board considers appropriate.

(t) Appoint and remove Trustees of the Netball Charitable Trust in accordance with its Trust Deed.

(u) Fill any casual vacancy which may occur among the Honorary Officers, Board and Executive Committees of the Centre.
 
14.9 Meetings of the Netball North Harbour Board

14.9.1 The Netball North Harbour Board shall meet at such places and times, and in such manner, as it shall determine.

14.9.2 A resolution in writing, signed or assented to by facsimile, or other form of visible or other electronic communication by all the Netball North Harbour Board Members shall be as valid and effectual as if it had been passed at a meeting of Netball North Harbour Board. Any such resolution may consist of several documents in like form each signed by one or more Board Members.

14.9.3 A meeting of the Netball North Harbour Board may be held where one or more of the Board Members is not physically present at the meeting, provided that:

(a) all persons participating in the meeting are able to communicate with each other effectively simultaneously and instantaneously whether by means of telephone or other form of communication;

(b) notice of the meeting is given to all the Board Members in accordance with the procedures agreed from time to time by the Netball North Harbour Board and such notice specifies that Board Members are not required to be present in person at the meeting;

(c) if a failure in communications prevents Rule 14.9.3(a) from being satisfied and such failure results in the quorum not being met, the meeting shall be suspended until condition (a) is satisfied again. If such condition is not satisfied within 15 minutes from the interruption the meeting shall be deemed to have terminated or adjourned.

14.9.4  Any meeting held where one or more of the Board Members is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Board Member is there present and if no Board Member is there present the meeting shall be deemed to be held at the place where the President or Chairperson of the meeting is located.

14.9.5 A Board Member who is absent from a Netball North Harbour Board meeting without prior approval or without reasonable explanation, shall be deemed to have vacated their office as a Board Member.

14.10 Voting at Netball North Harbour Board Meetings

Each Board Member shall have one vote at Netball North Harbour Board Meetings.  The Chairperson shall have a deliberative as well as casting vote.  All decisions and resolutions of the Netball North Harbour Board shall be determined by a vote of a majority of Board Members present at a Netball North Harbour Board Meeting. Subject to Rule 14.9.2, voting may be verbal, by show of hands, or secret ballot (if requested by any Board Member).

14.11 Quorum for Netball North Harbour Board Meetings

There shall be no less than five (5) Board Members present at a Netball North Harbour Board meeting (including a meeting held under Rule 14.9.3) to constitute a quorum.

14.12 Removal of Board Member

14.12.1 Subject to Rules 14.12.2 and 14.12.3 the Members in at a Netball North Harbour Special General Meeting, called for this purpose, may by resolution, remove any Board Member before the expiration of their term of office. The vacancy created by the Board Member who is removed shall be filled in accordance with Rule 14.6

14.12.2 Upon the Chief Executive Officer receiving a request for a Netball North Harbour Special General Meeting as specified in Rule 16.2 for the purposes of removing a Board Member under Rule 14.12.1, s/he shall send the notice in accordance with Rule 16.8 and to the Board Member concerned.

14.12.3 Following notification under Rule 14.12.2, and before voting on the resolution to remove a Board Member under Rule 14.12.1, the Board Member affected by the proposed resolution shall be given the opportunity prior to, and at, the Netball North Harbour Special General Meeting, to make submissions in writing and/or verbally to those notified under Rule 16.8 about the proposed resolution.

15: ELECTION/APPOINTMENT OF NETBALL NORTH HARBOUR EXECUTIVE COMMITTEES

15.1 The Executive Committees shall be:

(a) A Games Committee consisting of the Convener, eight Executive members, and a representative appointed by the Umpire’s Committee.

(b) An Umpires' Committee consisting of the Convener and eight Executive members.

15.2 The Conveners and members of each Executive Committee shall be nominated, seconded and elected by ballot at each Annual General Meeting.

15.3 Nominations for Executive Committee Conveners and members may be made by any financial member and shall be in writing in the hands of the Chief Executive Officer no later than the 15th November each year.  In the event of insufficient or no nominations being received for any of the positions available, nominations may be called for at the Annual General Meeting.  Failure to fill all positions referred to in 15.1 (a) to (c) shall not annul the elections of the Executive Committees and any places not filled may be filled as for a casual vacancy by the Board.

15.4 The Chairperson of Netball North Harbour shall be ex-officio on all Executive Committees.  

15.5 Additional members or assistants may be co-opted on to any of the Executive Committees for specific purposes and for such periods of time as may be required by the Committees.  Voting rights to be determined by the Committees at the time of co-opting. 

15.6 The powers and responsibilities of each of the Executive Committees shall be as laid down in their respective Terms of Reference.

15.7 The Chief Executive Officer or delegated representative, shall attend meetings of the Board and Executive Committees, but shall have no right to vote.

15.8 Such other employed personnel as the Board or Executive Committees sees fit may be requested to attend meetings of the Board and/or Executive Committees.

PART IV – NETBALL NORTH HARBOUR GENERAL MEETINGS

16: NETBALL NORTH HARBOUR GENERAL MEETINGS

16.1 Netball North Harbour Annual General Meetings

16.1.1 The annual general meeting of Netball North Harbour (called “Netball North Harbour Annual General Meeting”) shall be held in the month of December in each year at a date, place and time to be set by the Board.

16.1.2 All Netball North Harbour General Meetings other than the Netball North Harbour Annual General Meeting shall be Netball North Harbour Special General Meetings and shall be held in accordance with this Netball North Harbour Constitution.

16.2 Netball North Harbour Special General Meetings

Netball North Harbour Special General Meetings may be called at any time by a minimum of three (3) Member Clubs or Member Schools (but not Life Members), or by the Netball North Harbour Board, by written notice to the Chief Executive Officer

16.3  Chairperson

The Chairperson of a Netball North Harbour General Meeting shall be the President, or his/her nominee.

16.4 Powers of Netball North Harbour General Meeting

The Members in a Netball North Harbour General Meeting shall act in accordance with the Objects and for the mutual and collective benefit of Netball North Harbour, the Members, and Netball. The Members shall have power at Netball North Harbour General Meetings to:

(a) determine major strategic directions of Netball North Harbour;

(b) alter this Netball North Harbour Constitution;

(c) review Netball North Harbour’s performance;

(d) be the final arbiter on matters referred to it under this Netball North Harbour Constitution, and

(e) elect the President and the Elected Board Members.

(f) elect Executive Committees.

16.5. Notice of Annual General Meeting

16.5.1 On or before 30th October each year, written notice shall be given by the Chief Executive Officer to:

(a) Officers and Appointed Personnel of Netball North Harbour;
 
(b) Member Clubs;
 
(c) Member Schools;
 
(d) Life Members; and
 
(e) The registered offices of NNZ and Netball North, of:

(i) the date and place for the Netball North Harbour Annual General Meeting,
 
(ii) the closing date for nominations of Board and Executive Members and items of business (under Rule 16.6) to be submitted.

16.6 Agenda Items for Annual General Meeting

Agenda items (including any proposed alterations to this Netball North Harbour Constitution), must be in the hands of the Chief Executive Officer by 15th November in each year.

16.7 Agenda and Business to be discussed at Annual General Meeting

16.7.1 The business that must be discussed at the Netball North Harbour Annual General Meeting includes:

(a) the Annual Report of Netball North Harbour,

(b) items of business of which notice has been given under Rule 16.6,

(c) elections of the President, Elected Board Members and Executive Committee Members

(d) any alterations to this Netball North Harbour Constitution.

16.7.2 An agenda containing the business to be discussed at the Netball North Harbour Annual General Meeting shall be forwarded to those Members listed in Rule 16.5.1 by no later than seven (7) days before the date of the meeting. Any additional items of business not listed on the agenda may only be discussed by agreement of the majority of those persons entitled to vote at the meeting.

16.7.3 The notice of Netball North Harbour Annual General Meeting shall also be placed in a local newspaper as determined by the Netball North Harbour Board at least 14 days before the date of the Meeting, as a means of advising all Members who are not listed in Rule 16.5.1.

16.8 Notice of Netball North Harbour Special General Meetings

Upon receipt of a request for a Netball North Harbour Special General Meeting under Rule 16.2 not less than twenty (20) days written notice must be given to those Members listed in Rule 16.5.1 by the Chief Executive Officer of:

(a) the date and place for the Netball North Harbour Special General Meeting, and

(b) the item(s) of business to be discussed.
 
16.9 Voting

16.9.1 Board and Executive Meetings

(a) Each member of the Board shall be entitled to one vote at Board Meetings.

(b) Each member of an Executive Committee shall be entitled to one vote at their respective Executive Meetings.

(c) The Chairperson shall have a deliberative as well as casting vote.

(d) At all meetings of the Board and Executive Committees the vote of the majority shall rule, except in the case of discipline which shall be decided by a two-thirds majority of the voting power of the meeting.

(e) voting on any question shall be by ballot if desired by any member present and entitled to vote.

(f) In the case of appointments to positions, members who are unable to attend a meeting may submit a written Proxy vote to the Chief Executive Officer.

(g) All Board and Executive members have the right to attend and speak at any Board and/or Executive Committee meetings but not to vote unless qualified.

16.9.2 Annual or Special General Meetings:

(a) At any Annual or Special General Meeting of Netball North Harbour the following shall be entitled to vote:
Board Members and Executive Committee Members of Netball North Harbour – 1 vote each.
Clubs – 1 vote for every 3 registered teams or part thereof with a maximum of 5 votes per Club
Schools – 1 vote each.
Associate Organisations who pay fee/levies to Netball North Harbour – 1 vote each

(b) The Chairperson shall have a deliberative as well as casting vote.

(c) All Members are entitled to attend and speak at Netball North Harbour Annual or Special General Meetings, but shall have no right to vote, unless otherwise authorised to vote by this Constitution.

(d) Voting shall be by a majority of those present except for alterations to this Netball North Harbour Constitution (under Rule 22) and the appointment of a liquidator, (under Rule 24) which shall be by two-thirds of the majority of those entitled to vote. 

(e) Voting may be by a show of hands, or if requested by secret ballot.

(f) Members entitled to vote may vote either in person or by proxy.

16.10 Postal Votes

Where the Netball North Harbour Board considers it appropriate to do so, voting for a Netball North Harbour Annual, Special General or General Meeting may occur by post. For the purpose of this Rule “post” includes facsimile, electronic mail, or other form of visible or other electronic communication. The procedure for postal voting shall be as specified in the Netball North Harbour Regulations.

16.11 Quorum

At all Annual or Special General meetings of Netball North Harbour twenty-five (25) members entitled to vote shall form a quorum.  No business shall be transacted at any general meeting unless the quorum requisite is present at the commencement of business.  If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved.  In any other case it shall stand adjourned to such other day and at such other time and place as the board may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

PART V – FINANCIAL MATTERS

17: FINANCIAL YEAR

17.1 The financial year of Netball North Harbour shall end on the 31st day of August in each year, and may be altered from time to time by the Netball North Harbour Board.

18: ANNUAL REPORT

18.1 The Board shall prepare an Annual Report for presentation to the Netball North Harbour Annual General Meeting which contains:

(a) the audited annual financial statements as required under the Act, and

(b) an annual report of the year’s activities,

18.2 The annual financial statement in Rule 18.1(a), shall be audited by an auditor appointed by the Netball North Harbour Board.

19: COMMON SEAL

19.1 Netball North Harbour shall have a common seal.

19.2 The Netball North Harbour Board shall determine when and by whom the common seal is to be used and make provision for its safe custody.

PART VI - DISCIPLINE OF MEMBERS

20: NETBALL NORTH HARBOUR JUDICIARY COMMITTEE

20.1 Matters which may be Referred to Netball North Harbour Judiciary Committee

 Without limiting the Netball North Harbour Board’s powers under Rule 12, the following matters may be referred for investigation and determination by the Netball North Harbour Judiciary Committee at the sole discretion of the Netball North Harbour Board:

(a) an allegation by an individual or organisation that an Individual Member, Officer, Appointed Personnel, Club Official or School Official has:

(i) breached, failed, refused or neglected to comply with a provision of this Netball North Harbour Constitution, Netball North  Constitution, NNZ Constitution, the Netball North Harbour Regulations, the Netball North  Regulations, the NNZ Regulations any other policy, resolution or determination of the NNZ Board, the Netball North  Board, a Netball North Harbour General Meeting, the Netball North Harbour Board or any committee, or under any rules of an Event; or

(ii) acted in a manner unbecoming of a Member or prejudicial to the Objects of NNZ, the objects of Netball North  and/or Netball North Harbour and/or Netball; or

(iii) brought NNZ, Netball North  and/or Netball North Harbour or Netball into disrepute; or

 and any such Member (“Defendant”) will be subject to the jurisdiction, procedures, penalties and appeal mechanisms of Netball North Harbour set out in the Netball North Harbour Regulations.

20.2 Referral to Netball North Harbour Judiciary Committee

20.2.1 Subject to Rule 20.1 the Board may commence investigatory or disciplinary proceedings against a Defendant by referring the matter to the Netball North Harbour Judiciary Committee.

20.2.2 The Netball North Harbour Judiciary Committee shall consist of not less than three (3) persons appointed annually by the Netball North Harbour Board. The Board shall appoint one of the members of the Netball North Harbour Judiciary Committee to act as the Committee’s Chairperson.

20.2.3 Any referral to the Netball North Harbour Judiciary Committee shall be made and determined in accordance with the Netball North Harbour Regulations.

20.3 Appeals

20.3.1 Subject to Rule 12.5, a Defendant, any other party to the Proceedings, or the Netball North Harbour Board may, within fourteen (14) days of receiving the decision of the Netball North Harbour Judiciary Committee, appeal that decision to the Netball North Judiciary Committee, in accordance with the Netball North Constitution and Netball North Regulations.

PART VII - MISCELLANEOUS

21: APPLICATION OF INCOME

21.1 The income and property of Netball North Harbour shall be applied solely towards the promotion of the Objects.

21.2 Except as provided in this Netball North Harbour Constitution:

(a) no portion of the income or property of Netball North Harbour shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to any Member, Board Member; or Officer; and,

(b) no remuneration or other benefit in money or money's worth shall be paid or given by Netball North Harbour to any Member, Board Member or Officer.

21.3 Nothing in Rules 21.2(a) or (b) shall prevent payment in good faith of, or to any, Member, Board Member or Officer for:

(a) any services actually rendered to Netball North Harbour whether as an employee or otherwise;

(b) goods supplied to Netball North Harbour in the ordinary and usual course of operation;

(c) interest on money borrowed from any Member, Board Member or Officer;

(d) rent for premises demised or let by any Member , Board Member or Officer to Netball North Harbour;

(e) any out-of-pocket expenses incurred by the Member, Board Member or Officer on behalf of Netball North Harbour or any other reason;

provided that any such payment shall not exceed the amount ordinarily payable between parties dealing at arm’s length in a similar transaction.

22: ALTERATION TO THIS CONSTITUTION

22.1 Subject to Rule 22.2, this Netball North Harbour Constitution may only be amended, added to or repealed by resolution of a two-thirds majority vote of those entitled to vote at a Netball North Harbour General Meeting. 

22.2 No alteration to Rule 3 (Objects), Rule 21 (Application of Income) or Rule 24, (Liquidation) shall commence until approved by the Inland Revenue Department. This Rule, and the effect of it, shall not be removed from this Netball North Harbour Constitution and shall be included and implied into any constitution replacing this Netball North Harbour Constitution.

22.3 Notice of an intention to alter this Netball North Harbour Constitution must be given by at least three (3) Members (but not Life Members) or the Netball North Harbour Board, to the Chief Executive Officer no later than twenty (20) days prior to a Netball North Harbour General Meeting.

23: REGULATIONS

23.1 The Netball North Harbour Board may determine and amend such Netball North Harbour Regulations as it considers necessary or desirable.  Such Netball North Harbour Regulations must be consistent with the NNZ Constitution, the Netball North Constitution and the Objects of this Netball North Harbour Constitution and any directives given by a Netball North Harbour General Meeting.

23.2 All Netball North Harbour Regulations shall be binding on the Members.

23.3 All Netball North Harbour Regulations and any amendments to them, shall be advised to all Members in writing or electronically as approved by the Netball North Harbour Board.

24: LIQUIDATION

24.1 Netball North Harbour may voluntarily be put into liquidation if:

(a) a two-thirds majority vote of those entitled to vote at a Netball North Harbour General Meeting pass a resolution appointing a liquidator; and

(b) such resolution is confirmed in a subsequent Netball North Harbour Special General Meeting, called for that purpose, and held not later than thirty (30) working days, after the date on which the resolution was passed.

24.2 Upon appointment of a liquidator the relevant provisions of the Act shall apply to the liquidation of Netball North Harbour.

24.3 Upon the liquidation of Netball North Harbour, all facilities shall revert to the Local Authority for continued use by the community.

24.4 Any surplus assets of Netball North Harbour, after payment of all costs, debts, and liabilities, shall subject to any trust effecting the same, be disposed of by distributing, giving or transferring them to some body or bodies having objects similar to the Objects.

25: INDEMNITY

Netball North Harbour shall indemnify its Board Members, Officers Appointed Personnel and employees against all damages and costs (including legal costs) for which any such Board Member, Officer, Appointed Personnel or employee may be, or become, liable to any third party as a result of any act or omission, except wilful misconduct:

(a) in the case of a Board Member ,Officer, or Appointed Personnel performed or made whilst acting on behalf of and with the authority, express or implied, of the Netball North Harbour Board, and

(b) in the case of an employee, performed or made in the course of, and within the scope of their employment by Netball North Harbour.

(c) no such officer or servant shall be responsible for any act, neglect or default of any other officer or servant (including a co-member or any committee or Board) or for any loss caused through or by the insufficiency or deficiency of value of or title to, any property or security acquired or taken on behalf of Netball North Harbour or by the bankruptcy or any tortuous act of any other person, or by anything done in the execution of his/her duties of his/her office or in relation thereto, or otherwise than his/her own wilful act, neglect or default.

26: COLOURS

26.1 The colours of Netball North Harbour shall be cardinal red (maroon), black and white and as described in Regulations.

26.2 Members acknowledge and agree these colours are for the exclusive use of Netball North Harbour and not for use by Members.

27: DISPUTES AND MATTERS NOT PROVIDED FOR

27.1 Subject to Rule 27.2, if any dispute arises out of the interpretation of this Netball North Harbour Constitution or the Netball North Harbour Regulations, or any matter arises which is not provided for in this Netball North Harbour Constitution or the Netball North Harbour Regulations, then such dispute or matter shall be referred in writing to the Netball North Harbour Board, whose decision shall be final and binding.

27.2 If the dispute or matter in Rule 27.1 is between the Netball North Harbour Board and a Member, or between any one (1) or more Board Members, (“parties”) the dispute or matter shall be resolved by the following process:

(a) by the parties acting in good faith to seek an agreement; or failing such agreement;

(b) by a party or the parties appointing an independent person to mediate between them; or failing agreement at such mediation;

(c) by arbitration under the Arbitration Act 1996, by giving written notice of such arbitration by a party to the other party and (if not a party) the Netball North Harbour Board. Such arbitration shall be heard and determined by a single arbitrator to be appointed by the President of the Auckland District Law Society. The procedure for the arbitration shall be determined by the arbitrator. The decision of the arbitrator shall be final and binding.

28: DEFINITIONS

The words and phrases used in this Netball North Harbour Constitution shall mean as follows:

“Act” means the Incorporated Societies Act 1908 and its amendments.

“Annual Report” means the report described under Rule 18.1 (a) and (b).

“Appointed Board Member” means a person appointed as a Board Member under Rule 14.3.3.

“Appointed Personnel” means individuals who are appointed by the Netball North Harbour Board to positions of responsibility within Netball North Harbour] and which are unpaid, and, without limitation,  includes selectors and examiners.

“Board Members” means the Elected Board Members and the Appointed Board Members elected and appointed to the Netball North Harbour Board, respectively under Rules 14.3.1 and 14.3.3.

“Club Official” means a person who has been appointed by a Member Club to a position of responsibility within the club and which is unpaid, and includes a President, a member of any committee of the club, a club coach, manager, umpire, or selector.

“Constitution” and “this Netball North Harbour Constitution” means the constitution of Netball North Harbour.

“Defendant” means the Member against whom an allegation is made or an appeal is brought under Rule 20.1.

“Elected Board Member” means a person referred to in Clause 14.2(a) and (b), and elected as a Board Member under Rule 14.3.1.

“Event” means:

(a) any Netball competition held by, or under the auspices of Netball North Harbour;
 
(b) any other competition, tournament, league or game sponsored by or conducted on behalf of Netball North Harbour; and

(c) any competition, tournament, league or game at which the Netball North Harbour is represented; but does not include a game, competition, tournament, or league held by or on behalf of any Member Club or Member School.

“Individual Member” means those individuals described in Rule 6.

“IFNA” means the International Federation of Netball Associations or such other name or entity as is determined by IFNA, which administers and promotes netball internationally.

“Intellectual Property” means all rights or goodwill in copyright, business names, names, trade marks (or signs), logos, designs, patents or service marks relating to Netball North Harbour or any Event, or any competition or Netball activity or programme of or conducted, promoted or administered by Netball North Harbour.

“Life Members” means those individuals described in Rule 8.

“Members” means the members of Netball North Harbour as described in Rule 5.

“Member Club” means a member of the Netball North Harbour as described in Rule 7.1.

“Membership Fee” means the fee or fees or levies payable to Netball North Harbour under Rule 9.

“Member School ” means a member of Netball North Harbour as described in Rule 7.2.

“Member School Netball Team” means a group of  players and team personnel, (such as coach, manager etc) from a Member School.

“Netball North Harbour Annual General Meeting” means the Netball North Harbour General Meeting held annually as described in Rule 16.1.

“Netball North Harbour Board” means the board of directors as defined in Rule 14.2,

“Netball North Harbour Board Appointment Panel” means the panel of persons established under Rule 14.3.2 to determine the Appointed Board Members comprising two elected Board members and 2 independent appointees to be elected by the Board.

“Netball North Harbour General Meeting” means the Netball North Harbour Annual General Meeting or a Netball North Harbour Special General Meeting of Netball North Harbour held under Rule 16.1 or 16.2 respectively.

“Netball North Harbour Judiciary Committee” means a committee of the Netball North Harbour Board as set out in Rule 20. 

“Netball North Harbour Regulations” means the regulations determined under Rule 23.

“Netball North Harbour Special General Meeting” means a Netball North Harbour General Meeting which is not a Netball North Harbour Annual General Meeting as described in Rule 16.2.

“Netball”, means the game of netball played under the Rules of Netball, or any other similar or modified Netball game, the rules of which are determined by the Netball North Harbour Board.

“NNZ” means Netball New Zealand Incorporated and includes its officers, employees, board members and agents.

“NNZ Board” means the board of NNZ as defined in the NNZ Constitution.

“NNZ Constitution” means the constitution of NNZ.

“NNZ Council Meeting” means a general meeting of NNZ held under the NNZ Constitution.

“NNZ Judiciary Committee” means the judiciary committee as defined in the NNZ Constitution.

“NNZ Regulations” means the regulations of NNZ.

“Objects” means the objects of Netball North Harbour described under Rule 3.

“Objects of NNZ” means the objects of NNZ as described in the NNZ Constitution.

“Objects of the Netball North” means the objects of the Netball North as described in the Netball North Constitution.

“Officer” means the individuals appointed under Rule 13.1.

“Powers” means the powers of Netball North Harbour described under Rule 4.

“President” means the individual elected under Rule 13.2.

“Proceedings” means disciplinary proceedings commenced in accordance with Rule 20.2

“Region” means the geographical area of New Zealand defined in the NNZ Regulations and “Regional” has the same meaning.

“Netball North” means the incorporated society known as “Netball North Incorporated” and which is a member of NNZ.

“Netball North Board” means the board of Netball North  as defined in the Netball North Constitution.

“Netball North Constitution” means the constitution of the Netball North.

“Netball North Judiciary Committee” means the judiciary committee as defined in the Netball North Constitution.

“Netball North Regulations” means the regulations of the Netball North.

“Register” means the register of Members specified in Rule 11.

“Rule” means a rule of this Netball North Harbour Constitution.

“Rules of Netball” means the rules of the game of Netball determined and published from time to time by IFNA and NNZ.

“School Official” means a person appointed by a Member School to a position of responsibility within the school for Netball.