Royal New Zealand Naval Reserve * Promoting Comradeship * Preserving History

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Constitution of

HMNZS Ngapona Association Incorporated

Dated 1 April 2023



1.0  Name

1.1  The name of the Association shall be, ‘HMNZS Ngapona Association Incorporated’, (“the Association”). 

1.2  The Association is constituted by resolution dated 2nd April 2015

2.0  Registered Office

2.1  The Registered Office of the Association will be the street address of either the current President or Secretary/Treasurer of the Association.


3.0  Purposes of the Association

3.1  To foster and promote comradeship amongst former members of the RNZNVR and HMNZS Ngapona in particular, those having an association with, or an interest in, the  RNZN and/or RNZNVR, and members of the Association.

3.2  To encourage an interest in the history of HMNZS Ngapona and maintain a permanent record.

3.3  To support HMNZS Ngapona if and when required.

3.4  To liaise and co-operate with other Divisions of the RNZNVR and the RNZN.

3.5  To encourage membership of the Association.




4.0  Management Committee

4.1  The Association will have a management committee (“the Committee”), comprising the following persons:

              (a) The President

              (b) The Secretary/Treasurer

              (c)  A representative nominated by the CO HMNZS Ngapona or his/her successor

              (d) Three members

4.2  With the exception of the CO,s representative [clause 4.1(c) above],  Full Members and Associate Members  may be Committee Members.

4.3  The Committee will have power to co-opt additional Full and Associate Members to the committee as it sees fit.

4.4  The President and Secretary/Treasurer are to be "Officers" of the Association


5.0  Appointment of Committee Members

5.1  At an Association meeting, the members may decide by majority vote:

              (a) Who shall be the President, Secretary/Treasurer;

              (b) The election of three Committee Members

              (c) Whether any Committee Member may hold more than one position as an officer;

              (d) How long each person may hold office as a Committee Member (“The Term”).


6.0 Cessation of Committee Membership

6.1  Persons cease to be Committee Members when:

              (a) They resign by giving notice to the Committee,

              (b) They are removed by majority vote of the Association at an Association Meeting,

              (c) Their Term expires.

              (d) In accordance with clause 14.2 of this Constitution

              (e) Becomes disqualified from being an Officer as per conditions set out 7.1

              ( f) Dies

6.2  If a person ceases to be a Committee Member, that person must within one month give to the Committee all Association documents and property.


7.0  Nomination of Committee Members

7.1 An Officer must consent in writing and certify that they are not disqualified

A Person cannot be

(a) An undischarged bankrupt

(b) Prohibited from being a director or promoter of a company

(c) Disqualified from being an Officer of a Charitable entity

(d) Convicted and sentenced for certain offending

(e) Subject to particular orders

(f) Unable to comply with any qualifications for Officers contained in the society’s constitution

7.2  Nominations for members of the Committee shall be called for at least 28 days before an Annual General Meeting. With the exception of the CO’s representative [clause 4.1(c) above refers], each candidate shall be proposed and seconded in writing by Members and the completed nomination, signed by the candidate, delivered to the Secretary. Nominations will close on the fifth day before the Annual General Meeting.

7.3  Should insufficient nominations be received by the closing date to fill the positions on the Committee, nominations may be accepted from the floor at a properly constituted General Meeting, provided that the person being nominated is present and agrees to the nomination.

7.4  If the position of any committee Member becomes vacant between Annual General Meetings, the Committee may appoint another Full Association Member to fill that position until the next Annual General Meeting, except for the position of the CO’s Representative.

7.5  If any Committee Member is absent from three consecutive meetings without leave of absence the President may declare that person’s position to be vacant, except for the position of the CO’s Representative.


8.0  Role of the Committee

8.1  Subject to the Constitution of the Association (“The Constitution”), the role of the Committee is to:

              (a) Administer, manage and control the Association;

              (b) Manage the Association’s financial affairs;

              (c) Decide the dates and times for Meetings, and set the agenda for Meetings;

              (d) Set any Membership fees, including subscriptions and levies if required.

8.2  All decisions of the Committee shall be by majority vote. In the event of an equal vote, the President, or Chairperson, shall have a casting vote, that is a second vote.


9.0  Roles of Committee Members

9.1  The President is responsible for:

(a) Ensuring that the Constitution is followed;

(b) Convening Meetings and establishing whether or not a quorum is present;

(c) Chairing Meetings, deciding who may speak and when.

(d) Compile an annual report on the activities of the Association.

9.2  The Secretary/Treasurer is responsible for:

              (a) Recording the minutes of Meetings;

              (b) Keeping a register of Members;

              (c) Holding the Associations records, documents, and books;

              (d) Receiving and replying to correspondence as required by the Committee;

              (e) Forwarding the annual financial statements for the Association to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting.

              (f) Advising the Registrar of Incorporated Societies of any changes to the Constitution;

              (g) Keeping proper accounting records of the Association’s financial transactions to allow the Association’s financial position to be readily ascertained;

              (h) Prepare annual financial statements and an annual report for presentation at each Annual General Meeting.



10.0 Committee Meetings

10.1  A quorum for a Committee Meeting shall consist of three members of the Committee, one of whom must be either the President or Secretary/Treasurer.The majority of the quorum must be Full Members.





11.0  Types of members

11.1  There shall be only two classes of membership, Full and Associate Members.

11.2  Full Membership shall be open to all persons, including civilian staff, who are recorded as having been posted to the strength of any of the four New Zealand Naval Reserve Divisions for a period in excess of 90 days.

11.3  Full Membership shall also be open to all current serving members of the four New Zealand Naval Reserve Divisions.

11.4  An Associate Member may be anyone who is deemed by the Committee to be worthy of membership of the Association and is not eligible as a Full Member of the Association.

11.5  An Associate Member may have speaking rights but not voting rights at any General or Special General Meeting, but may hold office as a Committee Member of the Association, providing however that the composition of the Committee will be made of no more than 49% of Associate Members. An Associate Member may not hold the office of President.

11.6  An Associate Member may have speaking rights but not voting rights at any General or Special General Meeting, and may not hold office as a Committee Member of the Association.




12.0  Admission of Members

12.1  To become a Full Member or an Associate Member of the Association the applicant must apply in writing to the Committee giving name, postal address, email address and phone number. The application must then be approved by the committee. Such approval shall not be unreasonably withheld.



13.0  Register of Members

13.1  The Secretary/Treasurer shall keep an up to date register of Members (‘the Register”) which shall contain names, postal and email addresses and phone numbers of all Members, and the dates at which they became Members, and their type of membership. A registerof past members is also to be maintained.



14.0  Cessation of Membership

14.1  Any Member may resign by giving written notice to the Secretary/Treasurer

14.2  Membership may be terminated in the following way:

If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Constitution or acting in a manner inconsistent with the purposes of the Association, the Committee may terminate that person’s membership, providing that before termination the Member is given notice, in writing, of the imputed conduct. The Member has a right to appeal the termination at a Committee Meeting to be held within 28 days of the notice.

14.3  In the event that a Member has any dues, fees or subscriptions unpaid for a period exceeding 12 months then that person shall cease to be a Member. That person must within one month give to the Committee all Association documents and property.



15.0  Obligations of Members

15.1  All Members (and Committee Members) shall promote the purposes of the Association and shall do nothing to bring the Association into disrepute.





16.0  The Use of Money and Other Assets

16.1  The income and property of the Association, however derived, shall be applied solely towards the promotion of the purposes of the Association as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of bonus, dividend or otherwise to the Members of the Association, except as an honoraria and/or reimbursement of expenses to members.



17.0  Joining Fees, Subscriptions and Levies

17.1  The Association, at a General Meeting, may set joining fees, subscriptions and levies as it sees fit.




18.0  Additional Powers

18.1  The Association may:

              (a) Employ people for the purpose of the Association (including members of the Association);

(b) The Committee, on behalf of the Association, shall have the power to invest funds as it sees fit. Any investment will be carried out with the care, diligence, and skill that a prudent person of business would exercise in managing the affairs of others.

18.2  The Association has no power to borrow money unless approval has been given at a General Meeting of the Association.


19.0  Financial Year

19.1  The financial year of the Association begins on the 1st April of every year and ends on the 31st March of the next year.



20.0 Associatin Meetings.

201.An association Meeting is either an Annual General Meetin or a Special General Meeting.

20.2 The Annual General Meeting shall be held once every year no later the five months after the end of the Association's financil year. The Comittee shall detrmine when and where the Association shall meet within those          dates.

20.3 Special General Meetings may be called by the Committee. The Committee must call a Special General if the Secretary/Treasurer  recieves a written request signed by at least 10%of the members. 

20.4 General Meetings will be convened by the Committee and the date,time and place circulated to the Members not less than 21 days before the Meeting.

20.5 All Members may attend an AssociationMeeting only Full Members have voting rights.

20.6 Electronic Voting

20.6.1 Full Members entitled to vote but who cannot attend General Meetings of the Club may vote by a properly appointed voting form. Absentee voting in any other manner is expressly not permitted.

20.6.2 A proxy must be appointed using the form from the Secretary but minor deviations from this form shall not invalidate the proxy.

20.6.3 Each instrument appointing a proxy be sent to the Secretary at least 24 hous before the start of the meeting

20.7  No Association Meeting may be held unless at least Ten Full Members or 10% of the membership, whichever is the lesser, attends. (This will constitute a quorum.) 

20.8  Business to be transacted at such Meetings (unless a Special General Meeting is called for a specific purpose) shall be:

              (a) Apologies

              (b) Minutes of the previous meeting

              (c) Matters arising

              (d) President’s Report

              (e) Financial Report and Balance Sheet

              (f) Notices of Motion

              (g) Election of Officers/Committee Members

              (h) General Business

20.9  Except as required byclause 7.1 and 21.3,Notices of Motion, signed by a proposer and seconder, who shall be Members of the Association, must be in the hands of the Secretary/Treasurer not less than 10 full business days before the date of the General Meeting. Any other matters raised from the floor at a General Meeting may be voted on but that vote will not be binding. The Committee may, if it thinks fit, act on that motion, provided that it falls within the Constitution of the Association.

20.10  The President’s Report, Financial Report and Balance Sheet shall be circulated to Members present at a General Meeting.

20.11  A General Meeting will be chaired by the President, or in his absence a member of the Committee, who shall have a deliberative and casting vote.



21.0  Altering the Constitution

21.1  This Constitution shall not be altered, added to, or repealed except at a General Meeting of the Association.

21.2  Notice of any proposal, repeal, alteration or addition must be forwarded by the Secretary/Treasurer to each Member at least ten full business days before the date of the meeting at which any change to the Constitution is to be considered.

21.3  Any Member desiring to make changes to this Constitution shall give notice, in writing, to the Secretary/Treasurer at least 28 days before such meeting.

21.4  No addition, alteration or repeal of this Constitution shall be approved should it in any way effect the terms and intent of clause 24 of this Constitution relating to the winding up of the Association.

21.5  Matters not covered by this Constitution shall be decided upon by the Committee.




22.0  Common Seal

22.1  The Committee shall provide a common seal for the Association and may from time to time replace it with a new one.

22.2  The Secretary/Treasurer shall have custody of the common seal, which shall only be used by the authority of the committee. Every document to which the common seal is affixed shall be signed by at least two members of the committee one of whom must be either the President or the Secretary/Treasurer.




23.0 Appointment of a Patron

23.1  The Committee may at its discretion appoint a person to the position of Patron.



24.0  Winding Up

24.1  If the Association is wound up

(a) The Association debts, costs and liabilities shall be paid;

(b) Surplus money and other assets of the Association shall be given to a predominately charitable military association with similar objectives. Any such decision is to be determined by a majority of Members as shall be present at the final Meeting for the dissolution of the Association.

(c) Memorabilia or items of an historic nature should be passed to HMNZS Ngapona or the Navy Museum.



25  Disputes and Complaints


Notwithstanding the power of the Executive Committee under Rule 7 Disciplinary Action, otherwise a disagreement, conflict or complaint is a dispute if any member, group of members or the Committee allege that any Member, group of Members or the Committee:

  1. Have engaged in misconduct ( misconduct being actions which are inconsistent with the purposes, Constitution or Rules of the Association ) or :
  2. Have breached or are likely to breach any duty as laid out in the Constitution and / or Rules of the Association or :
  3. Have contravened a Member’s rights or ;
  4. File a complaint with the Committee against and individual Member, group of Members or the Committee


Disputes will be processed in accordance with Rule 7 Disciplinary Action (and for complaints.


26 Register Conflict of Interest


26.1 Committee Members have a duty to act in good faithnand in the best interests of the society.A conflict of interest can result in disagreementnor condern about a society's governance. Committee Members have a duty          of disclosure with any matter being considered by the committee, however a Committee Membermay take partin discussion relating to the matter.

26 2 Conflict of interest can be any situation where a Committee members personal interests, obligations or relationships could interfere with their ability to act in the society's best interst.

26.3 A conflict of interestmay arise when:

26.3.1 A Committee Member benefits directly financially or otherwise from a matter involving the society or indirectly through a family member who may obtain a financial or other benefit from the matter.

26.3.2 The society is negotiating or entering into an agreement or contract with a company or an organization that the Committee Member is a director or officer of that organization that has a financial interest in the matter.

26.4 Committee members are to advise the Secretary of any conflict of interest as it arises. Should this occur, the Secretary will then raise an Interests Register recording details of the conflict. The President is to be                     informed. After consideration of the circumstances, the President will then make a judgement relating to whether there is cause for concern, whether immediate action is required, whether the issue can be deferred             to the next meeting.

26.5 If a Committee Member is found to have had an undisclosed conflict of interest,and has taken part in a vote or signing of documents pertaining to the subject item, then the committee must notify this breach to the                 membership. The President is to take remedial action after discussing with Committee Members as appropriate.

26.6 The decision and any forthcoming actions are to be recorded in the Interests Register.

26.7  The Interests Register is to be maintained by the Secretary.