NZDG Constitution

Table of Contents

The Association

1 Name and Office

2 Purposes

3 Disc Golfer’s Code

Management of the Association

4 Board

5 Appointment of Board Members

6 Cessation of Board Membership

7 Nomination of Board Members

8 Role of the Board

9 Roles of Board Members

10 Board Meetings

11 Working Groups

12 Non-Executive Officers

Membership of the Association

13 Types of Members

14 Admission of Members

15 Register of Members

16 Cessation of Membership

17 Obligations of Members

Clubs

18 Affiliation of Disc Golf Clubs

Money Assets and Powers of the Association

19 Powers

20 Use of Money and Other Assets

21 Financial Year

22 Assurance on the Financial Statements

23 Joining Fees, Subscriptions and Levies

Conduct of Meetings of the Association

24 Meetings of the Association

25 Adjournment of Meetings

26 Motions

27 Voting

28 Altering the Constitution

Disfunction of the Board

29 Remedies Available to Members

Conflict of Interest

30 Conflict of Interest

Winding Up

31 Winding Up of the Association

Other Matters

32 Bylaws

33 Common Seal

34 Definitions, Interpretations and Matters not Covered

1. Name and Office

1.1 The name of the Association is New Zealand Disc Golf Association Incorporated (hereinafter “the Association”).

1.2 The Registered Office of the Association shall be such address as determined by the Board from time to time.

2. Purposes

2.1 The purposes of our Association are:

(a) To be the national and governing body of disc golf in New Zealand.

(b) To support and encourage the growth and development of disc golf throughout New Zealand.

(c) To facilitate and support disc golf related events throughout New Zealand.

(d) To support Members of the Association in their disc golf endeavours.

(e) To participate in national and international sports federations and similar bodies.

(f) To educate clubs, players, and members of the public about disc golf safety.

(g) To do anything necessary or helpful to the above purposes.

2.2 The Association is a not-for-profit organisation. Members of the Association are prohibited from deriving any pecuniary gain, excluding prizes, from any of the Association’s properties or activities, except to the extent that such Member may be remunerated by the Association for services rendered to the Association as a full-time or part-time employee, contractor or reimbursed for money paid on behalf of the Association or as otherwise specifically provided for in this Constitution.

3 Disc Golfer’s Code

3.1 Members of the Association shall observe (and encourage all players to observe) the international code:

(a) Play smart. Never throw into a blind area or when players, spectators, pedestrians, or other facility users are within range. Use a spotter.

(b) Respect the course. Observe all posted rules. No littering, graffiti, or abuse of equipment or flora.

(c) Represent the sport. Be responsible and teach others.

4 Board

4.1 The Association shall have a Board of Directors (hereinafter “the Board”), comprising the following persons:

(a) Chair;

(b) Secretary;

(c) Treasurer:

(d) Deputy Chair;

(e) Tour Director;

(f) Outreach Director;

(g) Communications Director.

4.2 Only Members of the Association may be Directors of the Board.

4.3 Members must be at least 18 years of age at the time of election in order to be appointed to the Board.

4.4 There shall be a minimum of four Directors of the Board (including the Chair, Secretary and Treasurer), and a maximum of seven. Seven shall be the preferred number.

4.5 The core responsibilities of the Chair, Secretary and Treasurer are fixed and must remain separate (a different person must occupy each role). Other responsibilities (or portfolios) may be assigned and re-assigned between any Directors of the Board as the Association sees fit.

5. Appointment of Directors of the Board

5.1 At an Annual General Meeting or Special General Meeting, the Members shall decide by vote who shall be elected to a specific role on the Board.

5.2 The term of appointment of Directors of the Board shall be until the next Annual General Meeting.

6 Cessation of Board Directorship

6.1 Persons cease to be Directors of the Board when:

(a) their term expires; or

(b) they are removed by majority vote of Members at a Special General Meeting; or

(c) they resign by giving written notice to the Board.

6.2 If a person ceases to be a Director of the Board, that person must within one month give to the Board all Association documents and property in their possession.

7 Nomination of Board Directors

7.1 To be eligible for election to the Board, a Member must live in New Zealand (and have the right to do so), be nominated in writing to the Secretary by another Member, and seconded in writing to the Secretary by another Member.

7.2 If the position of Chair, Secretary or Treasurer falls vacant between Annual General Meetings, the Board may appoint any of their number to fill that vacancy until the next Annual General Meeting.

7.3 In the event that the number of elected Board Directors falls below four voting members, or if for any reason the Board is unable to fill the position of Chair, Secretary or Treasurer, the Association shall without undue delay call a Special General Meeting (or if appropriate bring forward the date of the next Annual General Meeting) in order to fill the vacancy or vacancies by election.

7.4 In the event that a Board Director position other than Chair, Secretary or Treasurer falls vacant, the Board may at its discretion co-opt any willing Member to fill the vacant position until the next Annual General Meeting of the Association. A Member so co-opted to the Board shall have no voting rights on the Board.

7.5 In special circumstances (for example unforeseen projects or workload) the Board may at its discretion co-opt any willing Member to the Board on a temporary basis. A Member so co-opted to the Board shall have no voting rights on the Board.

7.6 The positions of Chair, Secretary and Treasurer may not be filled by co-opted Members of the Board, but must be filled by Board Directors elected by Members at an Annual General Meeting or Special General Meeting.

7.7 At the first Board meeting following an Annual General Meeting or Special General Meeting at which a Chair has been duly elected or re-elected, the first agenda item shall be a vote of confidence in the Chair.

7.8 The Board may at any time hold a vote of no confidence in the Chair, Secretary, or Treasurer, if requested by two Directors.

7.9 Votes of confidence and no confidence shall be by majority vote of all current Directors. If a Director is not present at a Board meeting to which a vote of confidence or no confidence is brought, their views and vote shall be ascertained before the meeting.

7.10 If the Board votes no confidence in the Chair, Secretary, or Treasurer, that Director shall vacate the position of Chair, Secretary or Treasurer but shall remain a Director of the Board until the end of their term. That Director also has the option to resign. The Board shall immediately elect another current Director to fill the vacated position of Chair, Secretary or Treasurer. If for any reason the Board is unable to do so, it shall call a Special General Meeting (or if appropriate bring forward the date of the Annual General Meeting) in order to fill the vacated position by election by Members.

7.11 If a Chair fails a vote of confidence, or the Board votes no confidence in any of Chair, Secretary, or Treasurer, then Members and the general public shall be informed immediately by the Board (e.g. by display on the Association’s website).

8 Role of the Board

8.1 Subject to this Constitution, the role of the Board is:

(a) to administer, manage and control the Association;

(b) to carry out the purposes of the Association, and use money or other assets to do so;

(c) to manage the Association’s financial affairs, including approving the annual financial statements for approval by Members at Annual General Meetings;

(d) to set accounting policies in line with generally accepted accounting practice;

(e) to delegate responsibility and co-opt Members to the Board as necessary;

(f) to ensure that all Members follow this Constitution;

(g) to recommend how a person becomes a Member of the Association, and how a person ceases to be a Member;

(h) to decide the dates and times for Annual General Meetings and Special General Meetings, and to set the agenda for such meetings;

(i) to decide the procedures for complaints;

(j) to set membership fees, subscriptions and levies;

(k) to make rules, regulations and Bylaws as it sees fit.

8.2 The Board has all of the powers of the Association, unless the Committee’s power is limited by this Constitution, or by a majority decision of Members at an Annual General Meeting or Special General Meeting.

8.3 Decisions of the Board bind the Association, unless the Board’s power is limited by this Constitution or by a majority decision of Members at an Annual General Meeting or Special General Meeting.

9 Roles of Board Directors

9.1 The Chair is responsible for:

(a) ensuring that the Constitution is followed;

(b) convening Meetings and establishing whether or not a quorum is present (half or more of the Board at Board meetings; 15 or more Members at a Meeting of the Association);

(c) drawing up and managing the agenda of Meetings;

(d) chairing Meetings, deciding who may speak and when;

(e) overseeing the operations of the Association;

(f) providing a report on the operations of the Association at each Annual General Meeting;

(g) representing the Association to national bodies (e.g. government, media, sponsors), unless otherwise delegated;

(h) setting and guiding plans and strategies of the Association, seeking approval from the Board and Members as appropriate;

(i) helping to ensure that other Directors and Non-Executive Officers have appropriate resources and support for their roles;

(j) to provide leadership in difficult or unforeseen circumstances.

9.2 The Secretary is responsible for:

(a) recording the minutes of Meetings;

(b) keeping the Register of Members, and ensuring it is up to date;

(c) being the custodian of the Association’s records, documents, standing policies and books except those required for the Treasurer’s function;

(d) ensuring that all correspondence is received and replied to in a timely manner as required by the Board;

(e) forwarding the annual financial statements for the Association to the Registrar of Incorporated Societies upon their approval by Members at an Annual General Meeting;

(f) advising the Registrar of Incorporated Societies of any changes to this Constitution;

(g) ensuring that all registrations of the Association, and relative fees, are up to date;

(h) liaising with national and international sports associations, federations and similar bodies, unless otherwise delegated;

(i) overseeing elections at Annual General Meetings and Special General Meetings.

9.3 The Treasurer is responsible for:

(a) keeping proper accounting records of the Associations’s financial transactions to allow its financial position to be readily ascertained;

(b) preparing annual financial statements for presentation at each Annual General Meeting (these statements should be prepared in accordance with the Association’s accounting policies);

(c) providing a financial report at each Annual General Meeting;

(d) ensuring that amounts owing by the Association, and amounts owed to the Association, are promptly paid and received;

(e) providing financial information to the Board as determined by them;

(f) recommending accounting policies to the Board;

(g) ensuring that the Association is financially and fiscally compliant with all relevant legislation and regulations;

(h) managing the Association’s banking relationships.

9.4 The Deputy Chair is responsible for:

(a) deputising for the Chair when he or she is not available;

(b) fundraising and sponsorship (both for the Association and on behalf of Affiliated Clubs);

(c) encouraging and supporting the growth and development of the game;

(d) liaising with Affiliated Clubs, ensuring that their views are represented to the Board, and that they receive appropriate support from the Board and the Association;

(e) encouraging the formation of local disc golf clubs in New Zealand, and providing guidance and support to them;

(f) setting conflict of interest policy (seeking Board approval as appropriate), and handling specific conflict of interest cases;

(g) overseeing disciplinary policy and processes.

9.5 The Tour Director is responsible for:

(a) creating and managing the annual calendar of Tour and other events in New Zealand;

(b) sanctioning Tour events on application by tournament directors; inviting proposals for the running of tournaments and events owned by the Association or carried out in its name;

(c) ensuring that Tour events are conducted in accordance with agreed policies and guidelines;

(d) helping to ensure that tournament directors receive appropriate technical assistance;

(e) proposing, updating and communicating NZDG policies relating to Tour events;

(f) ensuring that the results of Tour events are reported with timeliness and accuracy, and that the appropriate databases are updated (e.g. National Tour standings, PDGA);

(g) guiding the Board with regard to policy and strategy for Tour and other events, including policy and strategy related to growth.

9.6 The Outreach Director is responsible for:

(a) researching outreach, education, training and coaching initiatives and making them available to the Association and Affiliated Clubs;

(b) proposing strategy and policy relating to outreach and education to the Board;

(c) implementing such strategy and policy as agreed by the Board;

(d) securing funding for specific outreach and education initiatives, both nationally and locally;

(e) educating Members, players and the public about disc golf safety.

9.7 The Communications Director is responsible for:

(a) ensuring that the views of Members are properly represented to the Board;

(b) acting as a first point of contact for Members with queries and ensuring that these queries are responded to in a timely manner;

(c) proposing and managing the Association’s communication policy to Members and non-Members;

(d) managing the Association’s website, Facebook page and similar;

(e) assisting the Chair, other Directors as appropriate, and Affiliated Clubs in their dealings with media;

(f) making recommendations to the Board to ensure that Membership of the Association remains a valid and worthwhile proposition.

9.8 It is expected that Directors will attend every board meeting, apart from in exceptional circumstances, prepare thoroughly for board meetings, be involved in additional meetings and governance related activities, and contribute fully at board meetings.

9.9 Unforeseen tasks and projects will arise that do not fit neatly into any Director’s portfolio of responsibilities. It is expected that all Directors will willingly take on such issues according to the needs of the Association and the current workload of the Board.

10 Board Meetings

10.1 Board Meetings may be held face-to-face, by video or telephone conference, or in any format determined by the Board.

10.2 Board Meetings may not be held unless at least half of Directors are present.

10.3 The Chair shall chair Board Meetings, or if the Chair is absent, the Deputy Chair. If both are absent, the Board shall elect another Director to chair that meeting.

10.4 Decisions of the Board shall be made by majority vote of Directors present and voting. In the event of an equal (tied) vote, the motion, resolution or decision does not pass. There shall be no casting (or second) vote.

10.5 Only Directors present at a Board Meeting may vote at that Meeting.

10.6 Subject to this Constitution the Board may regulate its own practices.

10.7 The Chair (or Deputy Chair, or Director elected to chair the meeting) shall adjourn the meeting if necessary.

10.8 If within half an hour after the time appointed for a Board Meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place determined by the Chair. If at such an adjourned meeting a quorum is not present, the meeting shall be dissolved without further adjournments.

11 Working Groups

11.1 The Board may at its sole discretion appoint Working Groups to carry out specific tasks, projects and work.

11.2 Such Working Groups shall regularly report progress to the Board.

11.3 Such Working Groups have no authority or powers except as delegated, approved, or ratified by the Board.

12 Non-Executive Officers

12.1 The Board may at its sole discretion appoint Non-Executive Officers to perform specific roles.

12.2 Such Non-Executive Officers have no authority or powers except as delegated, approved, or ratified by the Board.

12.3 The appointment of Non-Executive Officers shall be until the next Annual General Meeting of the Association.

12.4 After each Annual General Meeting, current Non-Executive Officers shall be re-appointed or dismissed as decided by the Board at its sole discretion.

13 Types of Members

13.1 Membership may comprise different classes as determined by the Association.

13.2 Members have the rights and responsibilities set out in this Constitution.

13.3 Members must be at least 13 years of age in order to vote at Association Meetings, propose or second members for election to the Board, and to propose or second Motions for consideration at Association Meetings. Other than these, Members under 13 years of age have all other rights of Membership.

14 Admission of Members

14.1 To become a Member, a person (hereinafter “the Applicant”) shall:

(a) complete an application form, if required by this Constitution, or by the Bylaws and other rules of the Association, or by the Board; and

(b) supply any other information that the Board requires; and

(c) meet any other criteria as set out in this Constitution or in the Bylaws and other rules of the Association.

14.2 The Board may interview the Applicant when it considers Membership applications.

14.3 The Board shall have complete discretion when it decides whether or not to allow the Applicant to become a Member. The Board shall advise the Applicant of its decision, and that decision shall be final.

14.4 Unless clearly indicated otherwise, the term of Membership is for one calendar year from the date of admission or renewal.

15 The Register of Members

15.1 The Secretary shall keep a register of Members (hereinafter the “Register”), which shall contain the names, dates of birth and contact details of all Members, and the dates at which they became Members.

15.2 If a Member’s contact details change, that Member shall give the new details to the Secretary.

15.3 Each Member shall provide such other details as required from time to time by the Board.

16 Cessation of Membership

16.1 Any Member may resign by giving written notice to the Secretary.

16.2 Membership may be terminated or suspended in the following way:

(a) If for any reason whatsoever, the Board is of the view that a Member is breaching this Constitution, or acting in a manner inconsistent with the purposes, Bylaws and other rules of the Association, or acting in a manner that brings the Association into disrepute, the Board may give written notice of this to the Member (hereinafter “the Board’s Notice”). The Board’s Notice must:

(i) explain how the member is breaching this Constitution, or acting in a manner inconsistent with the purposes, Bylaws and other rules of the Association, or acting in a manner that brings the Association into disrepute;

(ii) state what the Member must do in order to remedy the situation; or state that the member

must write to the Board giving reasons why the Board should not terminate or suspend the Member’s Membership, or both;

(iii) state that if, within 14 days of the Member receiving the Board’s Notice, the Board is not satisfied, the Board may at its absolute discretion immediately terminate or suspend the Member’s Membership;

(iv) state that if the Board terminates or suspends the Member’s Membership, the Member may appeal to the Board.

(b) 14 days after the Member received the Board’s Notice, the Board may at its absolute discretion by majority vote terminate or suspend the Member’s Membership by giving the Member written notice (hereinafter “Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Board by giving written notice to the Secretary (hereinafter “Member’s Notice”) within 14 days of the Termination Notice.

(c) If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be heard at a Board Meeting held within the following 28 days. If the Member so chooses, the Member may provide the Board (via the Secretary) with a written explanation of the events as the Member sees them (hereinafter “Member’s Explanation”), and may also provide written accounts by other witnesses. In addition, the Member may bring another Member of his or her choice as his or her witness and/or advocate at the Board meeting.

(d) When the Member is heard at a Board meeting, the Board may question the Member and his or her witness/advocate (if any).

(e) The Board shall then by majority vote decide whether to reinstate the Member, or to let the termination or suspension stand (the Motion being to re-instate the Member).

(f) If after a Board meeting, a terminated or suspended Member is still not satisfied, he or she may seek to put a Member’s Motion to the next Annual General Meeting or Special General Meeting of the Association, subject to the normal rules and procedures for Members’ Motions (see below).

16.3 Where a case for disciplining, suspending or terminating a Member arises out of a disc golf tournament or event, the Association may seek guidance from the current disciplinary policies and procedures of the Professional Disc Golf Association (though these are not binding).

17 Obligations of Members

17.1 All Members of the Association (including Directors) shall:

(a) in good faith follow the rules and obligations set out in this Constitution, and as set out in the Association’s Bylaws, if any, as set out from time to time;

(b) promote the purposes of the Association;

(c) be a worthy representative and ambassador of the Association to others;

(d) do nothing to bring the Association into disrepute;

(e) respect the privacy of Members and their personal information held by the Association.

18. Affiliation of Disc Golf Clubs

18.1 Local disc golf clubs, with the agreement of the Board, are to set up their own organisation and become a recognised affiliated club of the Association on satisfying the following conditions:

(a) the club must be disc golf related;

(b) the purposes of the club must not conflict with the purposes of the Association;

(c) the club must operate its own financial systems.

18.2 The decision to grant a local disc golf club affiliated status is at the sole discretion of the Board.

18.3 The Board may at its sole discretion suspend or revoke the affiliated status of a local disc golf club.

18.4 In seeking or accepting affiliation, a local disc golf club acknowledges the purposes of the Association, its not-for-profit status, and the International Disc Golfer’s Code.

18.5 The Association encourages local disc golf clubs to set up as incorporated societies.

Powers of the Association, Money, Assets

19 Powers

19.1 The Association, by and through its Board, has the power to do all things necessary, desirable or convenient for the promotion of its purposes and objectives, and in particular may:

(a) purchase, lease, or acquire any interests in real or personal property;

(b) raise money by subscriptions, levies or otherwise and grant to subscribers or contributors such rights and privileges as the Association considers necessary;

(c) borrow or secure the payment of money in whatever manner the Association thinks fit and mortgage or otherwise charge any property or interest of the Association;

(d) enter into any contract or arrangements with any person or body;

(e) invest, lend, or deal with money not immediately required for the purposes of the Association as the Board may determine from time to time;

(f) lend money to a member, affiliated body, or recognised disc golf club with or without security on such terms and conditions as the Association may determine;

(g) apply for funding on behalf of any Member or affiliated body;

(h) employ and remunerate officers and employees of the Association as the Board sees fit;

(i) give rulings as to the application and interpretation of the rules of disc golf;

(j) exercise discipline over Members (e.g. if they are found to be in breach of their obligations as set out elsewhere in this Constitution);

(k) exercise discipline over persons who participate either as players or officials or spectators in any disc golf event or activity whether in New Zealand or overseas;

(l) encourage or rule for the playing of all disc golf related events free from the use of drugs, implement drug sampling and testing measures, apply penalties for doping infractions, develop and/or change a drugs or doping policy from time to time, in accordance with New Zealand legislation, regulations and guidance;

(m) affiliate to other national and international organisations in furtherance of the purposes of the Association;

(n) grant affiliated status to local disc golf clubs and similar bodies;

(o) make, alter, or rescind Bylaws and regulations as a separate document to these rules;

(p) exercise any power that a trustee might exercise.

20 Use of Money and Other Assets

20.1 The Association shall maintain a current bank account and such other bank accounts as it

sees fit.

20.2 At least two Directors shall sign or authorise all cheques, withdrawals or payments.

20.3 Funds may be raised by levies, sponsorship, event proceeds or by any other means that

the Board sees fit.

20.3 The Association may borrow money subject to approval at an Annual General Meeting or Special General Meeting.

21 Financial Year

21.1 The financial year of the Association begins on 1st January and ends on 31st December.

22 Assurance on the Financial Statements

22.1 The Association shall appoint an accountant to review its annual financial statements (hereinafter the “Reviewer”). The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer’s attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Association’s accounting policies. The Reviewer must be a suitably qualified person, preferably a member of Chartered Accountants Australia and New Zealand (CAANZ), and must not be a Director of the Board, nor an employee of the Association. If the Association appoints a Reviewer who is unable to act for some reason, the Board shall appoint another Reviewer as replacement.

22.2 The Board is responsible for providing the Reviewer with:

(a) access to all information of which the Board is aware that is relevant to the preparation of the financial statements such as records, statements, documentation and other information;

(b) additional information that the Reviewer may request from the Board for the purpose of the review; and

(c) reasonable access to persons within the Association from whom the reviewer deems it necessary to obtain information or evidence.

22.3 The Reviewer shall be appointed by majority vote of the Board, and confirmed by majority vote of Members at an Annual General Meeting or Special General Meeting.

22.4 An audit of the Association’s annual financial statement by a suitably qualified professional auditor shall be conducted if:

(a) required by the Board; or

(b) required by majority vote of Members at an Annual General Meeting or Special General Meeting.

23 Joining Fees, Subscriptions and Levies

23.1 Membership shall be either subscription-based or events-based for a period of 12 months.

23.2 Matters relating to membership types, conditions, duration, fees, rights, obligations and terminations shall be included in the Association’s Membership Policy.

23.3 Any changes to the Association’s Membership Policy shall be approved by the Board.

23.4 Members or Clubs affiliated with the Association are prohibited from deriving any pecuniary gain, excluding prizes, from any of the Association’s properties or activities, except to the extent that such Member or Club may be remunerated by the Association for services rendered to the Association as a full-time or part-time employee, contractor or reimbursed for money paid on behalf of the Association or as otherwise specifically provided for in these rules.

CONDUCT OF MEETINGS OF THE ASSOCIATION

24 Meetings of the Association