Tauranga Archery Club Incorporated

Adopted by Special Resolution at the AGM on 3 May 2026, and amended by Special Resolution at the SGM on 23 August 2026.

Constitution

1. Name

The name of the Society is Tauranga Archery Club Incorporated (“the Club”).

2. Interpretation

In this Constitution: – “Act” means the Incorporated Societies Act 2022. – “Officer” has the meaning given in section 5 of the Act.

3. Purpose of the Club

The purposes of the Club is to:

  1. Promote, develop, and encourage participation in archery
  2. Provide safe facilities and coaching for members
  3. Support competition and recreational archery
  4. Foster community engagement and sportsmanship
  5. Operate as a not-for-profit organisation for the benefit of members and the public.

4. Minimum Membership

The Club must maintain a minimum of 10 members at all times.

5. Membership

5.1 Becoming a Member

Applications and renewals for membership will be submitted on the membership application form being current for the Club at the time of application. Membership will only be approved if the applicant has:

  1. Completed the membership application form correctly and completely,
  2. Paid the applicable membership fee including any applicable affiliation fees, and
  3. Provide explicit consent (written or electronic) to becoming a member of the Club and all other entities that the member is applying to associate with, either voluntarily or mandatory as specified in the membership application.

5.2 Membership Classes

Full Shooting Club Member

A member whose primary Club is Tauranga Archery Club and who participates in shooting activities of the Club.

Full Non-Shooting Club Member

A member whose primary Club is Tauranga Archery Club but who does not participate in shooting activities of the Club.

Associate Club Member

A member whose primary archery Club is another Club, but who has been accepted as a secondary member of Tauranga Archery Club.

Life Honorary Club Member

Life Honorary membership may be granted by General Meeting in recognition of outstanding service to the Club. No more than four Life Honorary memberships may apply at any given time. A nominee must have been a Full Club Member of the Club for at least five years before nomination.

Rights of Members:

  1. All members may attend a General Meeting, as permitted by the Club Constitution.
  2. All financial members of the Club aged 18 years or over shall have voting rights at General Meetings, provided they are present at the meeting and otherwise eligible under this Constitution.
  3. Participate in Club activities
  4. Access Club information as permitted by the Club Constitution and Club rules and bylaws.

Obligations of Members:

  1. Follow this Constitution, abide by the Club rules and bylaws
  2. Act safely and responsibly
  3. Pay the required membership fees

5.3 Membership Fees

Membership fees will be set annually for the following membership year at the General Meeting. New membership fees must be passed by a majority vote of the members who are present and voting at the General Meeting.

5.4 Refusal of Membership

The Executive of the Club may refuse to grant or revoke Club membership (by a majority vote) to any person for the following reasons:

  1. Is deemed to be unsafe to participate in the sport of archery; or
  2. Does not comply to the Club Rules or Bylaws; or
  3. May have a significant negative impact on the Club, (be it actual or perceived).

Reasons must be provided to the member or applicant in writing or via email of the decision to not accept or revoke the membership.

5.5 Register of Members

The Club must maintain a register of members and their details including:

  1. Name of the Member, and guardian if under aged.
  2. Contact details
  3. The primary contact details of the member.
  4. Members’ email addresses, the preferred method for Club communications shall be the members’ email addresses.
  5. Date of joining

The Executive appoints one of its members as the membership registrar, who will be responsible for keeping the register of members up to date.

Members are responsible for notifying the membership registrar of changes to their primary contact details.

6. Ending Membership

A member ceases membership by:

  1. Resignation, any member can resign by informing the secretary of their intention to resign; or
  2. Removal by the Executive for:
  3. Non-payment of membership fees as per the Club Rules or Bylaws.
  4. Misconduct or behaviour that brings the Club into disrepute as per the Club Rules or Bylaws.
  • Safety concerns or non-compliance with the Club Rules or Bylaws.

Members must be given notice, according to the Club Rules or Bylaws, of the proposed decision and a reasonable opportunity to be heard.

Any person whose membership is revoked may appeal this in accordance with Section 7 (Dispute Process and Resolution) of this Constitution.

7. Dispute Process and Resolution

7.1 Complaints

Any member may lodge a complaint about any matter which, in the opinion of the complainant, may adversely affect the interests of archers or the Club, or contravenes this Constitution, the Incorporated Societies Act 2022, or any other applicable legislation or regulations.

The Executive has the power to investigate the complaint and shall make every endeavour to rule on the complaint within three months of having received it. The complainant has the right to be heard by the Executive. If the complaint is against one or more members of the Club, then these members have the right to be heard by the Executive. The Executive shall communicate in writing its ruling to the complainant and any members whom the complaint was against.

If the complaint is lodged against members of the Executive, these members shall not be involved in investigating and ruling on the complaint. If the complaint is lodged against more than 25% of the Executive, then the complaint shall be determined at a Special General Meeting called for that purpose.

7.2 Misconduct

Where the Executive reasonably believes a member presents an immediate safety risk to any person, property, or the safe operation of the Club, the Executive may temporarily suspend that member’s access to Club activities and facilities pending determination of the matter under this Section.

7.3 Dispute Process

The complaint must be made to the Executive in writing and shall fully state the grounds of the complaint.

The Club will:

  1. Acknowledge the complaint and notify all the affected parties
  2. Investigate fairly and impartially
  3. Ensure Independence
  4. Any person with a conflict will not be involved in the investigation or outcome decision.
  • The Executive may appoint an independent subcommittee to investigate the complaint and provide the Executive with a report and outcome recommendations.
  1. Give all parties the opportunity to be heard.
  2. Make a decision within a reasonable timeframe.

7.4 Outcomes

If the complaint is lodged against members of the Club and the Executive or Special General Meeting rules that the complaint is proven, it may impose any or all of the following sanctions:

  1. Warn or censure the offending member(s).
  2. Suspend the membership of the offending member(s) for a specified period of time or until specified conditions have been met, without refunding any membership or affiliation fees.
  3. Expel the offending member, without refunding any membership or affiliation fees.
  4. Remove from office any offending member of the Executive.
  5. Inform Archery New Zealand or any other body the Executive believes appropriate.

The rules of natural justice shall apply to all proceedings. Any disciplined member has the right to appeal the decision in General Meeting. The Executive must call a General Meeting to be held within three months after receiving such an appeal. The General Meeting may remit or alter any penalty imposed, and its decision is binding on all parties.

The procedures in this section are intended to be consistent with the rules of natural justice and, where not otherwise specified, the Club will be guided by the principles set out in Schedule 2 of the Incorporated Societies Act 2022.

7.5 Appeals

A member may appeal to a General Meeting, whose decision is final.

8. General Meetings

A General Meeting is a meeting that all Club members are invited to attend. General Meetings will be called from time to time by the Executive, an Annual General Meeting must be called at least once every financial year.

8.1 General Meetings:

  1. Shall be held at or close to the Club’s main premises, or, if the Executive deems it necessary, via electronic means.
  2. Will have all powers that it deems necessary to further the Club’s objective.
  3. May be called by a majority of the Executive for any other purpose.
  4. The Secretary or a Minute Taker will keep minutes of the General Meeting and distribute draft minutes to all members within a month.

Agenda

  1. Any member may propose an agenda item, in writing one (1) week prior to the meeting, or from the floor with the consent of the Chairperson.
  2. The Agenda for the Annual General Meeting, a list of executive nominations received, the Financial Statements of the previous financial year, the budget for the new financial year, operational reports from the Executive, and any conflicts of interest reported since the previous General Meeting.

Quorum

  1. A quorum for a General Meeting will be at least six (6) eligible voting members present, provided that at least two (2) of those members are members of the Executive.
  2. If a quorum is not achieved, then the Executive must call another General Meeting to be held within four (4) weeks.

Voting

  1. All members present will have one vote. In the event of a tied vote the President (Chair) will have a casting vote. Proxy or postal votes will be allowed at the discretion of the executive.

Meeting Notices

  1. Members will be notified in advance of a General Meeting in writing to members’ primary addresses and by notice on the Club house notice board.
  2. General Meeting, at least fourteen (14) days prior, including proposed changes to the Constitution or before the General Meeting in which they will be voted on.
  3. Annual General Meeting, at least fourteen (14) days prior.

Annual General Meeting (AGM)

  1. Annual General Meetings must be held within six (6) months of financial year end, or fifteen (15) months of the previous Annual General Meeting.
  2. The primary purposes of the Annual General Meeting will be the election of the Executive (officers), approval of the Financial Statements of the previous financial year, and approval of the budget for the new financial year.

8.2 Special Resolution – Adopting, amending, or revoking the Constitution or the dissolution of the Club

  1. A Special Resolution must be considered at a General Meeting.
  2. Notice of the proposed Special Resolution must be given to all members at least fourteen (14) days before the General Meeting and must include the full text of the proposed resolution and sufficient information to enable members to make an informed decision.
  3. Voting may only be conducted in person, as permitted under this Constitution.
  4. The Club does not permit written resolutions to be passed in lieu of a general meeting.
  5. The Special Resolution is passed if approved by at least 75% of members entitled to vote under this Constitution who are present and voting at the General Meeting.
  6. Where a Special Resolution relates to a change to this Constitution, the Club must, as soon as practicable, notify members of the outcome and file the amended Constitution with the Registrar of Incorporated Societies as required by law.
  7. All Special Resolution passed will comply with the Incorporated Societies Act 2022.

8.3 Special Resolution – Approving the borrowing of money or incur any financial obligation

  1. A Special Resolution must be considered at a General Meeting.
  2. Notice of the proposed Special Resolution must be given to all members at least fourteen (14) days before the General Meeting and must include the full text of the proposed resolution and sufficient information to enable members to make an informed decision. The notice must include:
    1. the amount to be borrowed
    2. the purpose of the borrowing
  • the proposed lender
  1. the repayment terms
  2. risks to the Club.
  1. Voting may only be conducted in person, as permitted under this Constitution.
  2. The Club does not permit written resolutions to be passed in lieu of a general meeting.
  3. The Special Resolution is passed if approved by at least 75% of members entitled to vote under this Constitution who are present and voting at the General Meeting.

All Special Resolution passed will comply with the Incorporated Societies Act 2022.

9. The Executive (Officers)

9.1 Composition

The Executive of the Club (the Executive members, who are officers for the purposes of the Incorporated Societies Act 2022) consists of

  1. President (who will also act as Chairperson)
  2. Vice President
  3. Secretary
  4. Treasurer
  5. 2–6 additional members

All must be:

  1. At least 18 years old
  2. Not disqualified under law
  3. Must be financial members of the Club for three (3) months prior to being appointed

9.2 Roles of the Executive (Officers)

President or Vice President

Guides the Club, convenes meetings of the Club and ensures that the Club rules and bylaws are followed.

Secretary

  1. be the main contact person for the Club as required by the Incorporated Societies Act 2022
  2. keep a register of members (unless the Executive has delegated this to another member of the Executive)
  3. prepare notices for general meetings
  4. keep minutes of all meetings (unless the Executive has delegated this to another member of the Executive)
  5. register all Executive decisions and circulate

Treasurer

  1. keep proper financial records
  2. to bank all money received by the Club and to pay all accounts
  3. to prepare annual Financial Statements, and to file the Financial Statements with the Registrar of Incorporated Societies.

The Executive (Officers)

The collective responsibility of the Executive will be to manage the affairs of the Club in a prudent manner and to seek new opportunities to further the objective of the Club. In particular, the Executive is responsible for the management of all Club finances, including making payments and recording receipts, keeping proper accounting records, and preparing and filing Financial Statements. The Executive will be in all respects accountable to the General Meeting.

9.3 Duties of Executive (Officers):

  1. Act in good faith and in what they believe to be the best interests of the Club
  2. Exercise their powers for a proper purpose and make decisions fairly and transparently
  3. Comply with the Incorporated Societies Act 2022 and this Constitution
  4. Exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances
  5. Not create a substantial risk of serious loss to the Club or its creditors
  6. Not incur obligations on behalf of the Club unless they reasonably believe the Club will be able to perform those obligations when required.
  7. May rely on information and advice from others where it is reasonable to do so

9.4 Powers of the Executive (Officers)

  1. The Executive manages the affairs of the Club.
  2. The Executive has the power to issue Rules or Bylaws.

9.5 Appointment of the Executive (Officers)

A General Meeting (usually the Annual General Meeting) shall appoint members of the Executive, by majority vote of members present, provided that the General Meeting was called for that purpose (but not necessarily for only that purpose).

Executive Nominations

  1. A call for the submission of nominations for members of the Executive will be sent out to Club members four (4) weeks prior to the Annual General Meeting or any Special General Meeting called for the purposes of electing the Executive.
  2. Any Club member wishing to nominate a person to be a member of the Executive must submit his or her nomination to the Secretary within two (2) weeks following the call for nominations.
  3. Any nominee must consent in writing to being nominated in order to be elected as a member of the Executive and must not be barred from being a member of the Executive for any of the reasons set out in the Incorporated Societies Act 2022.
  4. Where a Club member believes an executive nomination has been submitted but the nominee has not been included in the list of executive nominations, that Club member may request that such nominee be added to the list of executive nominations – producing at the same time supporting evidence of the submission – prior to the commencement of the General Meeting.
  5. A written record of any request for removal of a nominee from, and / or the addition of a nominee to the list of executive nominations will be presented at the General Meeting.
  6. All terms of offices are until the next General Meeting called for the purpose of electing officers (but not necessarily for only that purpose).

9.6 Resignation of a Member of the Executive (Officers)

If a member of the Executive resigns, or is deemed to have resigned because of continued absence, the Club members will be informed of that Executive member’s resignation.

Where the resignation occurs within eight (8) months of the last Annual General Meeting, a call for the submission of nominations for a replacement member of the Executive will be sent out to Club members.

Any Club member wishing to submit a nomination for a replacement member of the Executive must submit his or her nomination within fourteen (14) days from the date the call for submissions was sent out.

If nominations for the replacement member of the Executive are received, a Special General Meeting will be held at least two (2) weeks after the cut-off date for submissions of nominations, for the election of the replacement member of the Executive, and a list of nominations received for the replacement member of the Executive will be sent out to Club members at least two weeks prior to the Special General Meeting.

If no nominations are received for a replacement member of the Executive, then the Executive position will remain vacant until the Annual General Meeting, at which members of the Executive are appointed in accordance with section 9.5.

9.7 Removal of Executive Members (Officers) from office

An officer may be removed from office by a majority vote of the Executive for serious misconduct, breach of duty, or disqualification under the Incorporated Societies Act 2022. The officer must be given written notice of the proposed removal, the reasons for it, and a reasonable opportunity to be heard before any decision is made. A member may also propose the removal of an officer by a resolution at a General Meeting.

9.8 Meetings of the Executive (Officers)

The Executive will meet when it decides that it needs to do so. Any member of the Club may attend any Executive meeting. All members attending will have speaking rights. Only the Executive will have voting rights at Executive meetings.

Any member may propose an agenda item, in writing fourteen (14) days prior to the meeting, or from the floor with the consent of the Chairperson. The agenda items must be distributed to the Executive members at least one (1) week before an Executive Meeting.

The Executive may make decisions outside normal meetings, by any communications means including electronically. The Secretary will retain proof that such decisions were made by majority vote of the whole Executive.

A quorum of at least four (4) Executive members is required in order to make valid decisions of which at least 2 must be either the President, Vice President, Secretary or Treasurer.

If a quorum is not reached during two (2) consecutive attempts to hold an Executive meeting, and if decisions outside normal meetings are not voted for during two (2) consecutive attempts to make decisions outside normal meetings, then a Special General Meeting must be called in order to elect a new Executive.

Other ad-hoc committees may be initiated by the Executive. These committees will meet when they decide it is necessary for the carrying out of their functions.

10. Contact Person

The Executive must appoint at least one Contact Person who:

  1. Is at least 18 years old
  2. Lives in New Zealand
  3. Is responsible for communication with the Registrar

11. Conflicts of Interest

11.1 Definition

A conflict exists where an Executive Member (Officer) has a personal or financial interest.

11.2 Disclosure

Executive Members (Officers) must:

  1. Disclose conflicts as soon as practicable
  2. Ensure they are recorded in the interests register.

11.3 Restrictions

An interested Executive Member (Officer) must not:

  1. Vote on the specific matter.
  2. Participate in decision-making regarding the specific matter.

11.4. Interests Register

The Club must maintain a register of disclosed interests of Executive Members (Officers). Any officer of the Club may inspect the interests register at any reasonable time.

12. Finances

12.1 Control

Funds are managed by the Executive.

Only members of the Executive will have approval rights to the Club’s associated accounts.

12.2 Financial Records

The Club must:

  1. Maintain accurate and up to date financial records, which the Treasurer is responsible for.
  2. Within three months after each financial year, but at least fourteen (14) days before the Annual General Meeting, the Treasurer shall prepare Financial Statements for the past financial year. If the Club is a small society under section 103 of the Act, the statements may be prepared in accordance with section 104. Otherwise, the statements shall be prepared in accordance with Generally Accepted Accounting Practice in New Zealand.
  3. If the Club qualifies as a small society under section 103 of the Act and prepares its financial statements in accordance with section 104, no independent review is required for that financial year. For all other financial years, these financial statements and underlying financial records will be independently reviewed, preferably by a qualified accountant (the Reviewer) who is or has been a member of an internationally recognised body of accountants. If no accountant is available, then the Financial Statements and underlying financial records shall be reviewed by a committee of Club members who are not members of the Executive, and who are appointed at a General Meeting. The review will be carried out in accordance with the Incorporated Societies Act 2022. The Financial Statements and accompanying review report shall be made available to the members as soon as they have been completed and submitted at a General Meeting called for that purpose (but not necessarily only for that purpose).
  4. The Executive is responsible for providing the Reviewer with:
  5. Access to all information of which the Executive is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters; and
  6. Any additional information that the Reviewer may request from the Executive for the purpose of the review; and
  7. Reasonable access to persons within the Club from whom the reviewer determines it necessary to obtain evidence.
  8. The financial year of the Club will be from 1 April to 31 March of each calendar year.

12.3 Use of Funds

  1. No member may receive financial gain except:
    1. For reasonable payments for services
    2. At market rates
  2. As a not-for-profit organisation, the officers and members may not receive any distributions of profit or income from it. This does not prevent officers or members:
    1. receiving reimbursement of actual and reasonable expenses incurred; or
    2. entering into any transactions with the organisation for goods or services supplied to or from them, which are at arm’s length, relative to what would occur between unrelated parties.
  3. Provided no officer or member is allowed to influence any such decision made by the organisation in respect of payments or transactions between it and them, their direct family or any associated entity.

12.4 Collections of Funds

  1. The Treasurer, with assistance from the Executive, will endeavour to ensure that all membership fees are collected.
  2. Where the Club has surplus funds to be invested, the Treasurer, with the prior approval of the Executive, may invest these only in major trading banks in New Zealand with an AA rating or better.
  3. Any income, benefit or advantage will be applied to the objective of the Club. No member or person associated with a member will materially influence any decision to the contrary. Any income for services rendered will be reasonable and relative to that which would be paid in an arm’s length transaction.

13. Borrowing

  1. The Club must not borrow money or incur any financial obligation unless it is necessary to further the purposes of the Club.
  2. All borrowing must first be approved by the Executive, with full details recorded in the meeting minutes.
  3. Any proposal to borrow money must be submitted to members in writing and included in the notice of a General Meeting, including:
    1. the amount to be borrowed
    2. the purpose of the borrowing
  • the proposed lender
  1. the repayment terms
  2. risks to the Club.
  1. The Club may only borrow money if approved by a Special Resolution of members at a General Meeting as per section 8.3.
  2. The Executive must ensure that the Club does not incur any obligation unless it reasonably believes the Club can meet that obligation when required.
  3. The Club may only borrow from reputable financial institutions or major trading banks in New Zealand.
  4. The Club must not grant security over its assets unless this is expressly approved by the same Special Resolution authorising the borrowing.

14. Rules and Bylaws

The Executive may create Rules and Bylaws consistent with this Constitution.

15. Altering the Constitution

Changes require:

  1. Any member or the Executive may propose a change to this Constitution.
  2. Proposed changes must be submitted in writing to the Secretary, who must include the proposal in the notice of a General Meeting.
  3. At least fourteen (14) days’ notice of the proposed change must be given to all members, including the full text of the proposed amendment.
  4. A Special Resolution must be passed to adopt, amend, or revoke this Constitution or to approve the dissolution of the Club in accordance with section 8.2.
  5. The Club must notify members of any changes and file the amended Constitution with the Registrar of Incorporated Societies as required by law.
  6. All amendments must comply with the Incorporated Societies Act 2022.
  7. No addition to, deletion from or alteration of the organisation’s rules shall be made which would allow personal financial gain to any individuals. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.

16. Winding Up

The Club may be dissolved by special resolution as per section 8.2.

17. Distribution of Assets

If dissolved:

  1. No assets may be distributed to members
  2. Assets must go to one or more not-for-profit organisations with similar purposes, including but not limited to Archery New Zealand, another archery Club, or a community sports organisation in the Bay of Plenty region, as determined by the General Meeting approving the dissolution.
  3. Members have no ownership interest in the property of the Club.

18. Registered Office

The Club must at all times have a registered office in New Zealand as required by section 110 of the Incorporated Societies Act 2022. The Executive may change the registered office at any time and must notify the Registrar of any change.”

19. Execution of documents

The Club may enter into contracts and execute documents in accordance with section 123 of the Incorporated Societies Act 2022. Any contract or document signed by at least two officers, of which one must be the President, Vice President, Secretary or Treasurer of the Club binds the Club.