Constitution

Constitution
1. NAME
The name of the Society is “The New Zealand Society of Otolaryngology 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:
a. 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;
b. To encourage and promote research, education, clinical audit and peer review within, or in relation to, the
Specialty;
c. To collect and disseminate scientific knowledge, and to support publication of papers related to the aims of
the Society;
d. To encourage and support development of, and contribution to, libraries and museums relating to the
Specialty;
e. To maintain and preserve archival materials of the Society;
f. 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;
g. To confer with other bodies that have similar objectives, and affiliate as appropriate;
h. 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;
i. To assist the College Board of Otolaryngology-Head and Neck Surgery to organise 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;
j. To administer the Linsell Richards Education Foundation fund in accordance with the provisions hereinafter
set out.
4. MEMBERSHIP
The Society shall consist of the following membership categories:
a. 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)).
b. 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. 
c. Trainee Members
A registrar who has been accepted onto the New Zealand ORL-HNS SET Programme will become a Trainee
Member.
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.
d. 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.  
e. 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 their office.
Honorary Members shall not be entitled to vote and are ineligible to be an Office Bearer in the Society.
f. 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.
g. 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 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 Full Members present at the AGM and,
where a Full Member is unable to attend the AGM, they may submit, in writing, a proxy vote. This should be
received by the Secretary at least 24 hours before the AGM.
Approval requires a simple majority of Full Members’ votes, those cast in attendance at the meeting 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 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 the 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.
The 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 Office 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 members of the society may attend the AGM but only Full Members attending
the AGM shall be entitled to vote on any resolution put to the meeting. Where a Full Member is unable to attend
the AGM they may submit, in writing, a proxy vote. This should be received by the Secretary at least 24 hours
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 7 days prior to the AGM.
At the AGM, the Society will:
(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 financial 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 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 Full 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 / or their Nominee 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:
a. The President
b. An Honorary Treasurer
c. An Honorary Secretary
AND
d. The Secretary-Elect, 
e. The immediate Past President,
f. the President-Elect, and
g. The Treasurer-Elect
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.
10. THE NEW ZEALAND SOCIETY OF OTOLARYNGOLOGY HEAD AND NECK SURGERY
COUNCIL (‘the Council’)
The Society Council shall comprise the following:
a. The Office Bearers of the Society;
b. Chair of the Academic Committee;
c. Chair of the Training, Education and Accreditation Committee (TEAC);
d. The Webmaster;

e. The representative on the RACS Professional Standards and Fellowship Services Committee (PSFSC);
f. 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 region 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’ terms of office will be two years, and they are eligible to be re-elected to this position
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 this position for a
total of three terms.
The RACS PSFCS representative’s term of office will be three years and they shall be eligible to be re-elected to
this position for a total of three terms.
11. ELECTION OF OFFICE BEARERS AND REGIONAL REPRESENTATIVES
All Office 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, that
shall include notice of vacancies to be filled, and nominations by the Society Council.   Further nominations that
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 24 hours prior to the AGM.
In the event that a vacancy shall arise among Office 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 24 hours prior to the AGM.
12. POWERS AND DUTIES
The Society Council shall have all powers necessary to pursue and fulfil 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:
a. Call meetings of the Society as required by clause 8.  All meetings shall be chaired by the President, and in
their absence, shall be chaired by one of the Office Bearers;
b. Receive monies due to the Society and to submit an annual report of the financial affairs of the Society and
present reviewed or audited statements every 2 years;
c. Manage correspondence, ensure that minutes are taken for the Society and the Society Council meetings,
and to maintain a current list of members’ details;
d. Appoint and dissolve subcommittees from time to time as it considers necessary;
e. Request the resignation of any member of the Society in accordance with clause 6;
f. Set subscription fees; and 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;
g. Engage such administrative personnel as may be required to carry out the affairs of the Society;

h. 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 determine whether such surplus funds shall be transferred
to the Linsell Richards Education Foundation for its purposes.
13    PROVISIONS RELATING TO PARTICULAR OBJECTIVES OF THE SOCIETY
The objectives 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 objectives 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:
Objective 3(b) ‘To encourage and promote research, education, clinical audit and peer review within, or in relation
to, the Specialty’;
Objective 3(i) “To assist the College Board of Otolaryngology-Head and Neck Surgery to organise 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’;
Objective 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 Council 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 Surgical Education and 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 Council 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. The 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.
a. 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;
b. 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;
c. 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;
d. 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 a whole;
e. The funds of the Foundation may be applied generally to educational or research purposes in areas of the
Specialty;
f. 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 be 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 be made only 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 21 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 transactions shall be approved 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 all 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 RACS AoNZ offices and held by
the Society Administrator. 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.