Draft New NZOUG Constitution
Draft New Proposed Constitution of the New Zealand Oracle Users Group Incorporated (NZOUG)
1. Name
1.1 The name of the society is New Zealand Oracle Users Group Incorporated (NZOUG) (hereinafter referred to as “the Society”).
2. Purposes
2.1 The purposes of the society are to:
a. Promote the exchange of knowledge and experience among users of Oracle technologies in New Zealand.
b. Foster collaboration, learning, and professional development through meetings, conferences, and online engagement.
c. Represent the interests of New Zealand Oracle professionals, developers, and organisations.
d. Operate as a not-for-profit organisation.
3. Membership
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3.1 Eligibility
Membership is open to any individual or organisation with an interest in Oracle technology and related areas.
3.2 Membership Fees
Membership is free.
3.3 Becoming a Member
To become a member, an individual or organization must complete the membership application process as determined by the Committee.
3.4 Cessation of Membership
Members may terminate their membership by providing written notice to the Secretary or via the online membership system.
3.5 Termination of Membership
The Committee may suspend or terminate the membership of any member for reasons of gross misconduct, subject to confirmation at a General Meeting held within 21 days of the Committee’s decision.
3.6 Member Registry
The society shall maintain an up-to-date register of members, including each member’s name, contact details, and date of joining.
3.7 Minimum Membership Requirements
The society must have at least 10 members at all times.
4. Committee (Officers)
4.1 Composition
The Committee shall consist of at least five members: President, Vice President, Secretary, Treasurer, and at least one other officer.
4.2 Election
Officers are elected by members at the Annual General Meeting (AGM) for a two-year term.
4.3 Duties
Officers shall ensure the effective management, governance, and strategic direction of the Society.
4.4 Quorum
A quorum for Committee meetings shall consist of four Committee members.
4.5 Appointment of Contact Person(s):
The Committee shall appoint at least one and no more than three Contact Persons who are responsible for handling official communications with the Registrar of Incorporated Societies. Contact persons do not have to be officers but must be current members of the Society. Their personal details shall not appear in this constitution.
The Contact Person(s) for the Society shall be determined at each Annual General Meeting (AGM). Those elected shall be recorded as Officers on the Societies Register for the New Zealand Oracle Users Group Incorporated’s official registry listing. If a Contact Person resigns or is unable to continue, the Committee may appoint a replacement until the next AGM.
4.6 Removal of an Officer
An officer may be removed by a resolution of the Committee, supported by a two-thirds majority, if they fail to perform their duties, breach the constitution, or act in a way detrimental to the Society. The officer must be given an opportunity to respond before removal.
4.7 Vacancies
The Committee may fill any casual vacancy until the next AGM.
5. General Meetings
5.1 Annual General Meeting (AGM)
The AGM shall be held every 12 months, within 6 months after the Society’s balance date (31 March) and no more than 15 months after the previous AGM.
At each AGM:
a. The President’s annual report shall be presented.
b. The annual financial statements shall be presented and approved.
c. Any disclosed conflicts of interest shall be tabled.
d. Officers and Committee members shall be elected.
e. Contact Person(s) shall be determined for registration purposes.
5.2 Special General Meetings (SGMs)
The Committee may call a Special General Meeting at any time. Members may also request one by written notice signed by at least 10 members or 10% of the total membership (whichever is greater).
5.3 Notice of General Meetings
At least 10 business days’ written notice must be given to all members for any general meeting (AGM or SGM). Notices shall include the date, time, place (or online link), and agenda. Notices may be distributed electronically.
5.4 Quorum
A quorum for any general meeting shall be 5 members or 10% of the total membership, whichever is smaller.
5.5 Voting
Each member has one vote. Votes may be made in person, online, or by proxy as permitted by the Committee. Decisions are made by a majority of votes unless otherwise specified.
5.6 Minutes
Accurate minutes shall be kept for all general meetings and made available to members within a reasonable time.
5.7 Written Resolutions
If approved by the Committee, the Society may pass a written resolution instead of holding a general meeting, provided that all members entitled to vote sign or consent to the resolution in writing or electronically.
6. Dispute Resolution Procedure
6.1 Please refer to the Dispute Resolution page
7. Financial Management
7.1 The society’s financial year shall end on 31 March each year.
7.2 The Treasurer shall ensure proper accounting records are kept and provide financial statements at the AGM.
7.3 The society shall not borrow money or incur debts other than as approved by a General Meeting.
7.4 In the event of the society winding up, any surplus assets shall be distributed to a not-for-profit organization with similar purposes.
7.5 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:
a. Receiving reimbursement of actual and reasonable expenses incurred, or
b. 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.
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.
8. Amendments to the Constitution
8.1 Amendments to this constitution may be made by a resolution passed by a two-thirds majority at a General Meeting, provided that notice of the proposed amendment has been given to members at least 10 business days before the meeting.
8.2 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.
9. Compliance with the Incorporated Societies Act 2022
9.1 The society shall comply with all requirements of the Incorporated Societies Act 2022.
9.2 In the event of any inconsistency between this constitution and the Act, the provisions of the Act shall prevail.