NZSOHNS

Constitution

1. NAME

The name of the Society is “The New Zealand Society of Otolaryngology and Head and Neck Surgery Incorporated" (hereinafter referred to as ‘the Society’)

2. REGISTERED OFFICE

The Registered Office of the Society shall be c/- The Royal Australasian College of Surgeons, Level 4, 97-99 Courtenay Place, Te Aro, Wellington 6011

3. OBJECTIVES

The objectives of the Society are:

  1. To cultivate and promote excellence in the practice of the Specialty of Otolaryngology – Head and Neck Surgery (hereinafter referred to as ‘the Specialty’) as defined by the Royal Australasian College of Surgeons, (hereinafter referred to as ‘the College’), and associated aspects of Medicine and Surgery and related sciences;
  2. To encourage and promote research, education, clinical audit and peer review within, or in relation to, the Specialty;
  3. To collect and disseminate scientific knowledge, and to support publication of papers related to  the aims of the Society.
  4. To encourage and support development of, and contribution to, libraries and museums relating to the Specialty;
  5. To maintain and preserve archival materials of the Society;
  6. To arrange a scientific meeting of the Society at least once each calendar year, and to arrange workshops and demonstrations from time to time, and in relation  to these events to encourage visits by members of the Specialty (or related Disciplines) from abroad;
  7. To confer with other bodies that have similar objectives, and affiliate as appropriate;
  8. To provide an authoritative body of opinion on matters concerning the Specialty and related sciences for the benefit of the community and public welfare, and to make representation to the legislature and public officials and others on these matters;
  9. To assist the College Board of Otolaryngology-Head and Neck Surgery to organize the training in New Zealand of registered trainees for the Fellowship of the College, and in furtherance of this object, to enter into any contractual or other arrangements with the College for the selection and training of Trainee Members, and the continuing education and professional development of other Members , and such other matters as may be relevant to ensuring the continuation of the Specialty, and in furtherance of the objectives of the Society;
  10. To administer the Linsell Richards Education Fund in accordance with the provisions hereinafter set out

4. MEMBERSHIP

The Society shall consist of the following membership categories:

  1. Full Members
    A person who is a medical practitioner and who has full vocational registration in the Specialty with the Medical Council of New Zealand and who is of good standing with the Medical Council of New Zealand may be elected to be a full member of the Society. (At the time of adoption of this revised constitution all current full members who may not meet this requirement shall continue as full members except that they resign or have membership terminated (clause 6)).
  2. Affiliate Members
    Any medical practitioner who is engaged in the practice of the Specialty but without full vocational registration may be elected as an Affiliate Member. ( except as above a )
    Affiliate Members shall have all the privileges and be subject to the same conditions as Full Members, except that they shall have no vote and are ineligible to be an Office Bearer in the Society. 
  3. Trainee Members
    A Registrar who has been accepted onto the New Zealand Advanced Training Programme in ORL-HNS will become a Trainee Member of the Society on approval of the Society Council.  
    Trainee Members shall have all the privileges and be subject to the same conditions as Full Members, except that they shall have no vote and are ineligible to be an Office Bearer in the Society.
    At the completion of training they may stay in this category for a maximum of three years. It is expected that trainee members will move to another membership category.
  4. Corresponding Members
    A person practising in the Specialty in countries other than New Zealand and its dependencies may be elected a Corresponding member of the Society on the recommendation of the Society Council. Corresponding Members shall not be entitled to vote and are ineligible to be an Office Bearer in the Society.
    Full Members, Affiliate members and Trainee members who are or intend to be overseas for a term exceeding one year should notify the Society Council accordingly, and such members are entitled to automatically become Corresponding Members from the time of their departure from New Zealand.  
  5. Honorary Members
    Individuals from any field of scientific endeavour who, through their work, have made a notable contribution to the Specialty may be elected as Honorary Members of the Society.  
    The President of the Australian Society of Otolaryngology / Head and Neck Surgery shall be an honorary member of the Society for the duration of his/her office.
    Honorary Members shall not be entitled to vote and are ineligible to be an office bearer in the Society
  6. Retired Members
    Full Members and Affiliate Members who are no longer in active practice may elect to become Retired Members of the Society and such membership shall be automatically conferred on application to the Society Council.
    Retired Members shall not be entitled to vote and are ineligible to be an office bearer in the Society
  7. Life Members
    On the recommendation of the Society Council, Retired Members who have contributed significantly to the Specialty may be elected to be Life members at an AGM where no fewer than 21 days notice of nomination is given to the Secretary of the Society.
    Life Members shall not be entitled to vote nor are they eligible to be Office Bearers in the Society

5. NOMINATIONS, ELECTIONS AND ADMISSION TO MEMBERSHIP

Any two financial Full Members of the Society may nominate a candidate for any category of membership, and notify the Secretary of the Society of such nomination in time for consideration by the Council and circulation to the Membership.

The Society Council shall consider Nominations, and the Secretary shall circulate to all Members the names of approved nominees at least 21 days prior to the AGM.

Approval of nominations shall require a simple majority of members’ votes, from those present at the AGM together with proxy votes.

Election shall not apply to a category of membership that is conferred automatically.

6. RESIGNATION AND TERMINATION OF MEMBERSHIP

Any Member wishing to resign from the Society shall give Notice in writing to the Honorary Secretary who shall amend the Society’s records accordingly.   If at the time of resignation more than 3 months of paid subscription remains the resigning member shall be entitled to a partial refund.

Where the Society Council receives information which reasonably indicates that a Member has acted in a manner contrary to the interests of the Society or the Specialty, or has ceased to take an interest in the objects of the Society, or has breached the rules of the Society indicating that the Member is no longer acting in the interest of the society, the Society Council may request that Member’s resignation or terminate the Member’s membership PROVIDING HOWEVER that the member shall have the right to be informed of, and respond to, such information before a final decision is made by the Society Council to terminate the Member’s membership. Any Member whose membership is terminated under this clause shall have the right to Appeal at the next AGM of the Society, wh ich appeal shall be considered by the Office Bearers of the Society, whose decision shall be final.

7. SUBSCRIPTIONS

Full Members, Affiliate Members and Trainee Members shall be financial members of the Society and are required to pay an annual subscription, which shall be due and payable on 1 April each year.

Corresponding, Retired, Life and Honorary Members shall be exempt from payment of subscriptions.

The annual subscription may be reviewed from time to time by the Council, but shall not take effect until first approved at an AGM.

Any Financial Member whose subscription remains unpaid for two years shall automatically cease to be a member of the Society.   On the payment of arrears, such member may seek re-election upon formal application to the Society.

8. MEETINGS

Annual General Meetings (AGM) 
There shall be an Annual General Meeting of the Society in each calendar year at which time Officer Bearers and members of the Society Council shall be elected.    Notice of an AGM shall be given to all Members not later than 21 days prior to the meeting.

Meetings will be chaired by the President or the President’s deputy, normally the Past President or President-elect or another Office Bearer. The Chairman will not normally vote on motions, but may exercise a casting vote in the event of a tie.

All Full Members attending the AGM shall be entitled to vote on any resolution put to the meeting.  Any resolution shall be deemed to be carried if supported by more than 50% of votes of members in attendance at the meeting.

Unless otherwise provided notices of motion for the AGM shall be submitted in writing to the President no later than 5 days prior to the AGM.

(i)    receive and consider the President’s Annual report

(ii)    receive and consider the financial statement

(iii)    appoint an auditor every second year to perform a review engagement/audit
(iv)    consider such other business for which due notice has been given

The Secretary of the Society shall ensure that the Minutes at the AGM are recorded and shall present them to the Society Council.  The Minutes of the previous AGM shall be read and ratified at the next following AGM.

Special General Meetings  (SGM)
The Society Council may call a SGM of the Society at any time and shall call a SGM if requested in writing by at least six Financial Members of the Society, and shall provide 21 days Notice of such meeting to all Members, together with Notice of the purpose of such meeting.

The Secretary of the Society shall record the Minutes of the SGM and present the same to the Council.   The Minutes shall be read and ratified at the next following AGM.

Scientific Meetings
The Society Council may call Scientific Meetings from time to time, and shall call an Annual Scientific Meeting (ASM) in each calendar year, which will normally be held in conjunction with the AGM. 

The Society Council shall appoint an organising Committee for the ASM, normally convened by the Society President.  The Guest Faculty for the ASM and the programme content shall be the responsibility of the Organising Committee.

9. OFFICE BEARERS

The Office Bearers of the Society shall be:-

  1. The President
  2. An Honorary Treasurer
  3. An Honorary Secretary
    who shall be Officer Bearers for a term of two years AND
  4. The Secretary-Elect who shall be an Officer Bearer for one year immediately preceding his/her term of Office, 
  5. The immediate Past President who shall be an Officer Bearer for one year immediately following his/her term of Presidency,
  6. the President-Elect who shall be an Officer Bearer for the year preceding his/her Presidency, and
  7. The Treasurer-Elect who shall be an Office Bearer for one year immediately preceding his/her term of office.

Election of Office Bearers shall be held at the AGM of the Society.

10. THE NEW ZEALAND SOCIETY OF OTOLARYNGOLOGY - HEAD AND NECK SURGERY COUNCIL (“the Society Council”)

The Society Council shall comprise the following:

  1. The Officer Bearers of the Society
  2. The Chair of the Training, Education and Accreditation Committee (ex officio)
  3. Chair of the Academic Committee (ex officio)
  4. Additional (Regional) Representatives as required.

There shall be at least two Members from each Region on the Society Council 
The Regions shall be defined as follows:
(i)    The Northern Region shall comprise Northland and the greater Auckland area, 
(ii)    the Central Regional shall comprise the remainder of the North Island, and 
(iii)    the Southern Region shall comprise the whole of the South Island;

At any given time, an additional person(s) may be co-opted by the Council if required to attain the above balance.

Regional Representatives’ term of office will be two years.
The Honorary Treasurer is eligible to be elected for a total of three terms and Regional Representatives are eligible to be re-elected to their office for a total of two terms.

11. ELECTION OF OFFICER BEARERS AND REGIONAL REPRESENTATIVES

All Officer Bearers must be Financial Full Members of the Society

At least twenty-one days prior to the AGM the Secretary shall circulate to all Members, Notice of the meeting, which shall include notice of vacancies to be filled, and nominations by the Society Council.   Further nominations which have been proposed and seconded should reach the Secretary  at least 7 days before the AGM  If an election is necessary, this shall be done at the AGM, and will be by simple majority of the votes of those present at the AGM and proxy votes received by the Secretary at lest one week prior to the AGM.

In the event that a vacancy shall arise among Officer Bearers or Regional Representatives from any cause whatsoever between AGMs, the Council may appoint a replacement who shall hold term until the next AGM, at which time the Members may be asked to approve such replacement for the remaining duration of the term that has been vacated, or such alternative nominee as may be proposed.

12. POWERS AND DUTIES

The Society Council shall have all powers necessary to pursue and fulfill the Objects of the Society, and shall be responsible for controlling the affairs of Society and for managing its funds.  Without limiting the above, the Council shall be empowered to:-

  1. Call meetings of the Society as required by clause 8.  All meetings shall be chaired by the President, and in his or her absence, shall be chaired by one of the Office Bearers.
  2. To receive monies due to the Society and to submit an annual report of the financial affairs of the society and present reviewed/audited statements every 2 years
  3. To manage correspondence, ensure that Minutes are taken for the Society and the Society Council meetings, and to maintain a current list of members’ details.
  4. Appoint and dissolve Subcommittees from time to time as it considers necessary
  5. Request the resignation of any Member of the Society in accordance with clause 6.
  6. To set subscriptions fees, and to waive, cancel or defer, reduce or suspend payment of such fees as the Council may in its discretion consider appropriate, and inform the Treasurer accordingly
  7. To engage such administrative personnel as may from time to time be required to carry out the affairs of the Society.
  8. To determine whether surplus funds arising from the activities of the Society shall be set aside for specific purposes and to set up a fund for that purpose, or whether such surplus funds shall be transferred to the Linsell Richards Foundation for its purposes.
  9. Direct that registration fees for an Annual Scientific Meeting be reduced for certain categories or subcategories of Member.
     

13    PROVISIONS RELATING TO PARTICULAR OBJECTS OF THE SOCIETY

The Objects of the Society referred to in clause 3 (b), (i) and (j) relate to special obligations undertaken by the Society with regard to the selection, appointment, training and education of trainees in the Specialty and future practitioners within the Specialty, and members of the Society.

These objects require specific provisions for their implementation and to that end there shall be  special committees established with particular responsibilities to give effect to these objects :-

Object 3(b) “To encourage and promote research, education, clinical audit and peer review within, or in relation to, the Specialty”

Object 3(i) “To enter into any contractual or other arrangements with the College for the selection training,  and continuing education of members and prospective members, and such other matters relevant to ensuring the continuation of the Specialty, and in furtherance of the objectives of the Society”

Object 3(j) ‘’To administer the Linsell Richards Education Foundation in accordance with the provisions hereinafter set out.”

The Academic Committee

There shall be an Academic Committee who shall have the responsibility for establishing, and reviewing as required, the terms of reference, and overseeing the co-ordination and implementation of the objects contained in Clause 3(b) and in part clause 3(i) of this Constitution.

The terms of Reference will be reviewed by the Executive as required and any changes to the Terms of Reference must be ratified by the next Annual General Meeting

The Academic Committee shall be directly answerable to the Council and shall carry out its responsibilities in accordance with the terms of reference and the procedures as shall from time to time be approved in writing by the Council.

The Training Committee

The Society has a contractual arrangement with the College for the selection, training and appointmentof persons to the Specialty Surgical Training Programme.

The terms, conditions and provisions relating to the contractual arrangements between the Society and the College are contained in a Memorandum of Understanding, and more particularly set out in a Service Agreement, and these provisions, together with any amendments as may be agreed from time to time, shall govern the contractual relationship and the mutual obligations of the parties.

The responsibility for carrying out such contractual obligations shall be undertaken for the Society by the Training Committee, and in accordance with terms of reference, and such arrangements and procedures, as shall be approved in writing from time to time by the Society Council.

The terms of Reference will be reviewed by the Executive as required and any changes to the Terms of Reference must be ratified by the next Annual General Meeting

The Training Committee shall be directly answerable to the Council.

The Linsell Richards Education Foundation

The Linsell Richards Education Foundation (the Foundation) is a fund set up to commemorate the life of Linsell Richards, a former Member of the Society who served as an Examiner in Otolaryngology for The College, as a Member of the RACS NZ Committee, as NZ Director of Training in Otolaryngology, and as Society President.  After his untimely death on 21 June 1986, while still President of the Society, a fund was collected in his memory, in order to continue and develop the academic pursuits in the Specialty. This was achieved by a special collection undertaken for that purpose, which fund remains separate from subscriptions and any administrative funds of the Society.

The Foundation has no separate legal existence, and has, since its establishment, been administered by and through the Society, by a Sub-Committee specifically responsible for the administration of this fund.  The Sub-Committee shall be known as the (LRE) Foundation Committee.

The following provisions shall apply to the Foundation and its administration.

  1. The funds of the Foundation shall be held by the Society in a separate identifiable account from that of the Society’s general funds, and shall be administered by the (LRE) Foundation Committee which shall comprise the Chair of the Academic Committee, the Society Treasurer, the President, and Past-President or President-Elect of the Society.
  2. The Foundation may receive any additional funds, by way of gift or donation or otherwise, and all such monies contributed shall be applied to the purposes and objects of the Foundation
  3. The fund shall be invested in accordance with the provisions of the Charitable Trusts Act and in all respects shall be reasonably managed in accordance with prudent financial management principles.
  4. The objects of the Foundation shall be to advance knowledge in the Specialty, and for educational and research purposes, and the funds of the Foundation shall be applied to those objects and purposes. Decisions to award grants should include due consideration of the benefits to the membership as awhole.
  5. The funds of the Foundation may be applied generally to educational or research purposes in areas of the Specialty
  6. The (LRE) Foundation Committee shall receive and consider all applications for grants from the Fund and any decision to forward such applications to the Society Council shall be made in consultation with the Academic Committee and after obtaining such reports or information as the (LRE) Foundation Committee considers appropriate to the application.  Applications submitted by the (LRE) Foundation Committee shall be considered by the Society Council and shall be approved on a simple majority vote.

14. WINDING UP OF THE SOCIETY

If the members at an Annual or Special General Meeting pass by a 75% majority a resolution requiring the Society to wound up, it shall be wound up in the manner described by section 27 of the Incorporated Societies Act

15. DISPOSAL OF SURPLUS FUNDS

If upon the winding up of the Society there remains after satisfaction of all its liabilities any property real or personal the same shall be paid or distributed as an Annual or Special General Meeting may resolve, providing that such property shall not be paid or distributed among members but shall be given or transferred to an appropriate allied charitable body within New Zealand whose objects are for similar purposes to those of the Society.

16. ALTERATIONS TO THE CONSTITUTION

Any alteration of this Constitution shall only be made by a resolution passed by a 75% majority of members present and voting at the AGM or at a Special General Meeting called for that purpose.  Notice of Motion for alteration, amendment or rescission shall be given to Members by the Society Council not less than 30 days prior to the AGM or Special General Meeting as the case may be.

No alteration or amendment to this Constitution shall be made which will in any way affect the existing not-for-profit status of the Society. 

Any alteration or amendment or rescission of these rules shall forthwith be registered with the Registrar of Incorporated Societies.

17. ADMINISTRATION OF FINANCES

The Treasurer shall be responsible for the funds of the Society, including the funds in the name of the Foundation.  All monies received shall be deposited into such account or accounts of the Society as shall be determined by the Society Council.  All cheques shall be signed by the Treasurer or such other signatories as may be authorized by the Society Council.  The President shall furnish such returns as required by Section 23 of the Incorporated Societies Act 1908.  The Society Council shall have the power to appoint any other officer or employee to carry out the financial duties and responsibilities of the Society.

18. GENERAL

If a dispute arises at any time in respect of a matter which is not provided for in this Constitution or doubt exists as to the interpretation of the provisions in the Constitution, or any other matter shall arise pertaining to the Society, its property or interests, the same shall be determined by the Society Council whose decision shall be conclusive and binding on al members unless revoked at a Special general meeting held not later that the next following AGM.

THE COMMON SEAL

The Common Seal of the Society will be kept in the custody and control of the Secretary. When required, the Common Seal will be affixed to any document following a resolution of the Society and will be signed by the Secretary or any other person nominated by the Society Council.