To

inspire,

excite,

educate.

ZSA Constitution

RULE 1: NAME AND OFFICE.

The name of the society shall be the "Zoological Society of Auckland (Incorporated)" (hereinafter referred to as "the Society").
The registered Office of the Society shall be at the Auckland Zoo, or at such other place in the City of Auckland as the Board of Managers shall from time to time determine.

RULE 2: OBJECTS.

Vision
To generate understanding, respect and responsibility for the natural world within the Auckland community and across New Zealand.

Mission
The society will promote awareness of, and excellence in, zoology and related natural sciences within New Zealand.

The Objects of the Society shall be:
(a) To encourage and support the study of and research in Zoology and related natural sciences in New Zealand, and in the Auckland region in particular.
(b) To promote community knowledge, respect and interest in the native fauna of New Zealand and to encourage its protection.
(c) To promote a knowledge and interest in global conservation issues and utilize funds to assist and support conservation projects.
(d) To disseminate information and promote interest in the society, zoology and related natural sciences.
(e) To encourage the community in an appreciation and respect for animals.
(f) To do all such other matters which in the opinion of the Board of Managers may be incidental or conducive to the attainment of any of the foregoing objects or the exercise of any of the foregoing powers. Provided always that in the event of any ambiguity, Rule 2 shall be construed in the most liberal way so as to widen and not restrict the powers and
objects of the Society.

RULE 3: MEMBERSHIP.

General: All persons seeking and maintaining membership of the Society are required to accept the objects and comply with the rules of the Society.

3.1 The Society shall consist of membership categories, as per 3.2, each with a range of subscription structures and associated benefits as agreed by the Society members at the Annual General Meeting or a Special Meeting called for that purpose, and subsequently ratified by the Board of Managers. Alterations to such membership subscription structures must be made and implemented in a timely fashion that does not disadvantage current members.

3.2 Membership categories shall include, Adult, Junior, Senior, Student, Associate, Honorary Life, Honorary and Fellow.

3.3 Where alterations to the subscription structure occur, current members retain their rights and privileges under the outgoing scheme until their yearly membership expires. Any renewal of membership thereafter must exist under the newly implemented subscription structure.

3.4 The Society retains the right to refuse membership.

RULE 4: CESSATION OF MEMBERSHIP.

4.1 Any member of the Society shall be entitled to withdraw on giving one Calendar month's notice in writing prior to the expiry of the current financial year of intention to do so, provided that all monies payable to the Society have been fully paid.

4.2 Any member whose membership expires and does not pay the full yearly subscription is deemed not to be a member of the Society. As such all rights and privileges of fully paid membership ceases as of the day of membership expiry.

4.3 Should any Society member act in any way that is considered by the Board to be in contravention of the constitution or that may be detrimental to the credibility of the Society, its members or Board of Managers, then the Board may, at its earliest convenience, withdraw that Society member's membership, and with it, all rights and privileges of such membership. Further, that member may, at the Board's discretion, be refused any further membership with the Society.

RULE 5: ALTERATION TO RULES.

The rules of the Society may be altered at the Annual General Meeting of the Society or at a Special Meeting of the Society called for the purpose. Notice of any proposed alteration or addition to the Rules must be forwarded by the Secretary to each member at least fourteen days before the date of the Meeting at which such proposed alteration or addition is to be considered. Such alterations to the rules must be agreed to by a majority of the Society members and subsequently ratified by the Board.

RULE 6: MANAGEMENT OF THE SOCIETY'S AFFAIRS.

6.1 The affairs and business of the Society shall be controlled and conducted by a Board of Managers (hereinafter referred to as "the Board") consisting of no fewer than 4 and no more than 12 fully paid members 18 years or over plus 3 ex-officio members, appointed as follows:

(a) The President of the Society (elected by the members of the Society at the Annual General Meeting). The President shall ensure co-ordination and facilitation of the Board's functions and activities and lead the Board in such a direction that its vision and mission may be achieved. As such, the President shall chair all Board meetings, liaise with all Board members, liaise with Key Strategic Partners and stakeholders, specifically Auckland Zoo and the associated Conservation Office, coordinate financial and directional strategies, commission and approve the annual report, and seek opportunities to promote further strategic alliances.

(b) The Vice-President of the Society (elected by the members of the Society at the Annual General Meeting). The Vice-President shall be an effective support person to the President, and facilitate the strategic development and functioning of the grant application process, oversee the development and production of an Annual Scientific Journal, and develop and implement strategies for promoting the Society both to industry professionals and prospective members.

(c) The Treasurer of the Society (elected by the members of the Society at the Annual General Meeting). The Treasurer shall receive all Subscriptions, pay all accounts passed by the Board, endorse all cheques and have custody of the Bank Pass Books, and shall keep the Society's books in an approved manner. The Treasurer shall submit a statement of the Society's accounts to every Annual Meeting.

(d) The General Secretary of the Society (elected by the members of the Society at the Annual General Meeting). The Secretary shall prepare and distribute minutes, agendas, correspondence and supporting documentation for all Board and Annual General Meetings, and receive and respond to all correspondence on behalf of the Board. The General Secretary shall, subject to the direction from time to time of the Board, have custody of all the deeds, papers, documents and correspondence of the Society. The General Secretary shall also provide administrative support to the President, and as authorised by the President, to the Board members.

(e) The Membership Secretary (elected by the members of the Society at the Annual General Meeting). The Membership Secretary shall keep a full and complete register of Society members, remind all Society members of subscriptions due, and be responsible for communicating all relevant information to new Society members.

(f) The Events Coordinator of the Society (elected by the members of the Society at the Annual General Meeting). The Events Coordinator shall be responsible for the development, upkeep and dissemination of a yearly timetable of official Society events, and coordinating and overseeing the running of all such events.

(g) Editor of Society Publications (elected by the members of the Society at the Annual General Meeting). The Editor of Society Publications shall undertake the compilation, preparation and editing of newsletter publications of the Society.

(h) Ordinary Board Members. Up to five persons may be co-opted to the Board at the discretion of the Board, and their position ratified by election at the next AGM. Ordinary Board Members shall work within the Board to influence the direction of the Board to meet its vision and mission statements.

Ex-Officio members of the Board of Managers

(a) The Conservation Officer or equivalent position of Auckland Zoo.

(b) The Chairman of the Zoo Board.

(c) One member from the Auckland City Council to be appointed by the Council at the first meeting of the Council following the triennial election of councilors. Such members shall hold office until their successors are appointed.

6.2 All Board members shall perform duties and actions agreed and ratified at Board meetings in a timely and professional manner, represent the Society effectively, prepare for and participate fully in meetings, maintain confidentiality when requested, and maintain effective communication with all other members of the Board.

6.3 Should any member of the Board refuse to act, resign, or become incapable of acting, the Board may appoint some other member of the Society to act in his stead until the next Annual General Meeting.

6.4 Should any Board member act in any way that is considered by the Board to be in contravention of the constitution or that may be detrimental to the credibility of the Society, its members or Board of Managers, then the Board may, at its earliest convenience, hold a ‘vote of no confidence' in that Board member, and if upheld, remove such member from the Board. Further, that member may, at the Board's discretion, be refused any further membership with the Society.

6.5 The Board may devolve certain responsibilities to sub-committees from time to time as it sees fit, the members of which must consist of current Board members. The responsibilities and decisions of the sub-committees will be agreed and ratified by the Board at General Board Meetings, but must never include decisions regarding the Society's constitution, Board Member co-option or expenditure exceeding $200.

6.6 No Associate member shall be eligible to act on the Board.

6.7 Members of the Board shall be elected at the Annual General Meeting, and any vacancy occurring during the year shall be filled until the next succeeding Annual General Meeting by some person elected by the Board.

RULE 7: OFFICERS.

7.1 The officers of the Society shall consist of the;
(a) President, Vice-President, General Secretary, Membership Secretary, Treasurer, Editor of Society Publications and Events Coordinator.

(b) Patron (as resolved by the Society members at an AGM or Special Meeting),

(c) Vice Patron (as resolved by the Society members at an AGM or Special Meeting).

RULE 8: MEETINGS OF THE SOCIETY.

At all meetings the President shall preside, and in the absence of a President, Vice President. If none of these officers are present the meeting shall elect a Chairperson.

8.1 Annual General Meeting (AGM)
(a) The Annual General Meeting of the Society shall be held in the Month of February in each year, to receive the report of the retiring officers, to elect office-bearers for the ensuing year, and to transact any other business.

(b) All Society members shall be informed of the AGM no less than 4 weeks prior to the proposed date. At such time they will be provided with a voting slip and primary resolutions of the meeting which they may vote upon. Voting will be performed in accordance with rule 9
.
(c) Ten current members including a minimum of 4 officers of the Board shall form a quorum, or in the event that no quorum is present, the meeting stand adjourned for 7 days and those present at that subsequent meeting shall form a quorum.

8.2 General Board Meetings
(a) The Board shall meet generally bimonthly or at such times as may be agreed upon to transact the general business and affairs of the Society.

(b) Notice of any General Board Meeting shall be delivered to each Board member at least seven clear days prior to the meeting, but the non-receipt of any such notice shall not invalidate or prejudice any act, resolution or proceedings of the Board. Voting will be performed in accordance with rule 9.

(c) A minimum of 4 office holders on the Board (not including ex-officio members) shall constitute a quorum for a General Board Meeting.

8.3 Special Meetings
(a) Special Meetings may be convened by the Board at its discretion or shall be called upon a requisition in writing forwarded to the Secretary signed by at least 12 Society members. Such meetings must be held within 21 days of receipt of the requisition by the Secretary.
(b) Notice of the meeting's subject matter must be disclosed upon written requisition of the meeting. Voting will be performed in accordance with rule 9.

(c) Ten current adult members including a minimum of 4 officers of the Board shall form a quorum, or in the event that no quorum is present, the meeting stand adjourned for 7 days and those present at that subsequent meeting shall form a quorum.

8.4 Extraordinary Board Meetings
(a) Extraordinary Board Meetings of the Board shall be called by the Secretary when requested by the President or by any three members of the Board in writing, but no business shall be transacted at any such meeting of the Board other than that stated in the notice of such meeting.
(b) Voting will be performed in accordance with rule 9

(c) A minimum of 4 office holders on the Board (not including ex-officio members) shall constitute a quorum for an Extraordinary Board Meeting.

RULE 9: VOTING.

9.1 The President or Chairman of any meeting shall have a deliberative as well as a casting vote. Members present shall have one vote only. All resolutions shall be decided by a majority of votes cast by those present and the appointed proxies of those unable to attend, and who are eligible to vote. Voting shall be recorded on the voices or by show of hands, but a ballot may be demanded, provided that such a demand is supported, by at least one-third of the members present.

9.2 Members not in attendance may be represented by an appointed proxy who shall, in accordance with their wishes, cast their votes. In cases where the member has not appointed a proxy the board may appoint an appropriate person to act as proxy. In cases where no intention to vote has been expressed, the outstanding votes may be cast by the proxy according to the direction of the board.

9.3 Eligibility to vote
(a) AGM - any fully paid adult, senior, student, honorary, honorary life, fellow member over 18 years old may vote.
(b) Board of Managers Meeting - any of the elected members of the Board, excluding ex-officio members.
(c) Special Board Meeting - any fully paid adult, senior, student, honorary, honorary life, fellow member over 18 years old may vote.
(d) Extraordinary Board of Managers Meeting - any of the elected members of the Board, excluding ex-officio members.

RULE 10: CONTROL OF FUNDS.

10.1 All funds of the Society shall be paid into current accounts with a Bank to be determined by the Board and lodged to the credit of the Society. The President and Treasurer jointly (or such officers and/or members of the Society as the Board shall from time to time determine) shall operate on the account of the Society and sign withdrawal orders or cheques.

10.2 All accounts shall be passed for payment by the Board, provided that in a case of urgency or an amount not exceeding $200.00, the President may authorise payment, but a schedule of amounts so authorised shall be submitted to the next ensuing meeting of the Board of Managers.

10.3 The Auditor, appointed by the Board, shall examine and certify as to the correctness of the accounts as submitted to the Annual Meeting.

RULE 11: COMMON SEAL.

The Common Seal of the Society shall be kept in control of the Secretary, and shall be affixed to any document in writing only pursuant to a resolution of the Board of Managers by the President and one member of such Board of Managers and Secretary.

RULE 12: FINANCIAL YEAR.

The financial year of the Society shall commence on the 1st day of April each year.

RULE 13: WINDING UP.

In the event of the Society being wound up, any surplus, after payment of all liabilities, shall be handed over to Auckland Zoo's Conservation Fund to be used as it sees fit.