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, 8 Kent Terrace, WELLINGTON
3. OBJECTIVES
The objectives of the Society are:
4. MEMBERSHIP
The Society shall consist of the following membership categories:
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 be by vote. The votes being those cast by Financial Members present at the AGM and, where a Financial Member is unable to attend the AGM, they may submit, in writing, a proxy vote. This should be received by the Secretary at least 1 week before the AGM.
Approval requires a simple majority of Financial Members’ votes, those cast in attendance at the meeting together with proxy votes.
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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, which 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. All Full Members attending the AGM shall be entitled to vote on any resolution put to the meeting. Where a Financial Member is unable to attend the AGM they may submit, in writing, a proxy vote. This should be received by the Secretary least 1 week before the AGM. Any resolution shall be deemed to be carried if supported by more than 50% of counted votes of members, both those cast in attendance at the meeting and received proxy votes. The Chair will not normally vote on motions but may exercise a casting vote in the event of a tie.
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 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 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:-
Election of Office Bearers shall be held at the AGM of the Society, excepting the Secretary-Elect who will be appointed by the President-Elect.
Terms of Office
The President and Honorary Secretary shall be in Office for a period two years
The Honorary Treasurer shall be in office for two years and eligible for re-election for three terms
The Secretary-Elect shall be an office bearer for one year immediately preceding their term of Office
The immediate Past-President shall be an Office Bearer for one year following their term of Presidency
The President-Elect shall be an Office Bearer for one year immediately preceding their term of Office
The Treasurer-Elect shall be an Office Bearer for one year immediately preceding their term of Office
A year in Office is the period between two Annual General Meetings of the Society, rather than a calendar year
10. THE NEW ZEALAND SOCIETY OF OTOLARYNGOLOGY - HEAD AND NECK SURGERY COUNCIL (“the Society Council”)
The Society Council shall comprise the following:
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.and are eligible to be re-elected to their office for a total of two terms.
The Webmaster’s term of office will be three years and they shall be eligible to be re-elected to their office for a total of three terms
The representative on the RACS Professional Development and Standards Board term of office will be three years and they shall be eligible to be re-elected to their office for a total of three 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 least 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. 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 least one week prior to the AGM.
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:-
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, Education and Accreditation Committee
The Society has a contractual arrangement with the College for the selection, training and appointment of 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 Education and Accreditation 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 Education and Accreditation 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.
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 SGM 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 SGM 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.