NZSSRA: Constitution

DEFINITIONS AND INTERPRETATION
1. Definitions:
  In this Constitution, unless the context indicates otherwise:
  1. AGM shall mean Annual General Meeting of NZSSRA;
  2. Board shall mean the board of directors of NZSSRA as established in Article 9;
  3. Championships shall mean the annual North Island Secondary Schools Rowing Championships, South Island Secondary Schools Rowing Championship and/or New Zealand Secondary Schools Rowing Championships regatta(s);
  4. Crew includes single scullers and coxswains as well as more than one rower from a single boat;
  5. Executive Committee shall mean the Schools Committee established in Article 10;
  6. Executive Officer shall mean the Schools Committee established in Article 10;
  7. General Meeting a meeting of NZSSRA Members including an AGM and a SGM;
  8. Life Member shall mean a person to whom life membership of NZSSRA has been granted pursuant to either Article 6.2 or Article 25.1.C;
  9. Local Association shall mean an organisation established pursuant to Article 16 to administer the sport of rowing in Secondary Schools and any functions of NZSSRA delegated to it within a geographical area prescribed in this Constitution;
  10. Member shall mean Life Member and/or Member School;
  11. Member School shall mean a school admitted to membership of NZSSRA in accordance with Article 6.1;
  12. NZRA shall mean the New Zealand Rowing Association Incorporated or its successor;
  13. NZSSRA shall mean the New Zealand Secondary Schools Rowing Association Incorporated
  14. NZSSSC shall mean the New Zealand Secondary Schools Sports Council or its successor;
  15. Regulations shall mean the Regulations for Regattas of NZSSRA for the time being in force;
  16. Rower shall mean any crew member of a rowing skiff and includes a single sculler and coxswain;
  17. Rules shall mean the Rules for Racing of NZSSRA for the time being in force;
  18. Safety System shall mean the Safety System of NZSSRA for the time being in force;
  19. Secondary School means a school established as a secondary school and providing full-time courses of study beyond the primary school level for children up to and including the age of 19 years;
  20. SGM shall mean Special General Meeting of NZSSRA.
2. Interpretation:
  In this Constitution, unless the context indicates otherwise:
  1. Gender: words importing one gender include the other gender;
  2. Plural: The singular shall include the plural and vice versa;
  3. Headings: Headings are for ease of reference only and shall not be deemed to form any part of the context or affect the interpretation of this constitution.
NAME
1. The name of the society is New Zealand Secondary Schools Rowing Association Incorporated (NZSSRA).
OBJECTS
1. The objects of NZSSRA are:
  1. To foster and encourage rowing in Secondary Schools in New Zealand.
  2. To provide codes, regulations for regattas, safety systems and rules of racing to ensure the proper control of rowing regattas and the conduct of races within the rules of NZSSRA.
  3. To maintain a register of Member Schools and their approved colours, and a register of Rowers.
  4. To institute, control and allocate in accordance with the Constitution the annual conduct of the Championships and otherwise encourage competition there and at other regattas between all Member Schools.
  5. To encourage affiliation to NZSSRA and Local Associations of all Secondary Schools which recognise rowing as a school sporting activity.
POWERS
1. NZSSRA shall have power to do all such lawful acts and things as are incidental or conducive to the attaining of the abovementioned objects or any of them or any other objects which NZSSRA may from time to time establish, including (without limitation) the following:
  1. To use the funds of NZSSRA in such manner as may be considered necessary or proper in carrying out its objects.
  2. To purchase, take on lease or otherwise acquire upon such terms as NZSSRA may think fit any real or personal property and any rights or privileges either necessary or convenient for the promotion of its objects, and to sell, lease, exchange, mortgage or otherwise deal with and dispose of such property rights or privileges.
  3. To borrow or raise money by the issue of mortgages, bonds or any other securities over all or any of the real or personal property of NZSSRA or without any such security and upon such terms as to repayment or otherwise as NZSSRA shall think fit.
  4. To enter into any contracts, agreements or arrangements with any person, firm, syndicate, corporation or company NZSSRA may deem conducive to any of the objects of NZSSRA.
MEMBERSHIP
1. The number of Members of NZSSRA is not limited.
2. The following are eligible to be Members of NZSSRA:
  1. Every Secondary School which is admitted to membership pursuant to this Constitution and which has paid the current annual subscription; and
  2. Every person who has been admitted as a Life Member pursuant to this Constitution.
3. Nothing in this Article confers on any Secondary School or person the right to membership. Membership rights arise only after an admission as a Member and, subject always to Article 7 will continue only so long as the Member meets such requirements as NZSSRA shall specify from time to time for each category of membership.
ELIGIBILITY
1. School Members:
  Any Secondary School which satisfies NZSSRA that it recognises rowing as a school sporting activity and has submitted the prescribed application may be admitted to membership as a Member School upon payment of the current annual subscription. Every application by a Secondary School for membership shall be made in writing to the Schools Committee and shall include:
  1. the name, physical address, postal address and telephone number of the school; the name and email address of the school's Principal; the name and email address of the school's Sports Coordinator; the name and email address of the staff member in charge of rowing (if any); and an undertaking to promptly notify any change in these details; and
  2. a description of the colours for which approval is sought; and
  3. a statement signed by the principal (or deputy principal):
    1. declaring that rowing is a recognised sporting activity in the school; and
    2. affirming that the school will observe the Constitution and Rules, Regulations, Safety System and determinations of NZSSRA with regard to the sport of rowing.
2. Life Members:
  Any person may be admitted to membership as a Life Member of NZSSRA who has been elected as a Life Member by a majority of votes recorded at an AGM. In order to be eligible for election that person:
  1. Must have been nominated in writing by a Member School or Local Association by notice given to the Schools Committee not less than ten weeks before the date of the AGM; and
  2. Must have received the endorsement of the Schools Committee prior to the AGM; and
  3. Must have, in the opinion of the Members present at the AGM, rendered distinguished and conspicuous service to the sport of rowing in Secondary Schools.
SUSPENSION OF MEMBERSHIP
1. Any Member desirous of resigning from NZSSRA shall notify the Member's intention in writing to the Board on or before the last day of NZSSRA's financial year otherwise the Member shall be liable for the annual subscription and all applicable levies for the next year following.
GOVERNANCE
1. Except where this constitution expressly provides otherwise, the affairs of NZSSRA shall be under the control and management of the Board which shall have regard to (but without being bound by) any advice or recommendations made to it by the Schools Committee or by the Members in General Meeting.
2. Where this constitution confers any express powers on the Schools Committee or the Members in General Meeting to fix, direct or approve any matter, then the Board's powers of control and management shall be read as subject to the exercise of such express powers.
BOARD OF DIRECTORS AND ITS PROCEEDINGS
1. The Board shall consist of no more than five persons comprising:
  1. the President elected in accordance with Article 9.2;
  2. up to four directors selected in accordance with Article 9.3;
2. The President shall be elected at an AGM, as follows:
  1. Nominations for President shall be called for by the Schools Committee by written notice to Members not less than eight weeks prior to the AGM.
  2. Nominations shall be made in writing to the Schools Committee not less than five weeks prior to the AGM.
  3. The Schools Committee shall notify all Members of the nominees for President not less than four weeks prior to the AGM.
  4. The President shall be elected by majority at the AGM.
  5. The President shall take office immediately following the AGM and shall hold office for three years.
  6. The President is eligible for re-election but may serve no more than three consecutive terms.
3. The President shall have sole discretion for the appointment of the Board. The President may appoint up to four directors, as follows:
  1. The President may appoint up to two directors each year. Each director will hold office for two years from the date of appointment by the President.
  2. The Board will notify Members within fourteen days of any change to the composition of the Board.
4. The Board may at its discretion appoint an honorary solicitor and/or an honorary accountant. The terms of office for the honorary solicitor and honorary accountant shall be two years from the date of appointment.
5. The Board may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they may think fit, including by holding video-conference or audio-conference meetings. Any resolution or decision of the Board recorded in writing and which all directors shall have signed or given their written assent to shall be as valid and effectual as a resolution passed or a decision taken at a duly convened meeting of the Board.
6. The President or any three members of the Board may convene a meeting of the Board by notice in writing addressed to the Board stating the business to be considered.
7. Three members of the Board shall form a quorum for its meetings.
8. The Board shall elect one of its members to chair meetings of the Board (Board Chairman) but if that person is not in attendance at any meeting of the Board, then the members of the Board who are in attendance shall choose one of their number to be the chairman of such meeting.
9. Questions arising at any Board meeting shall be decided by a majority of votes of those members of the Board in attendance at such meeting and in the case of an equality of votes the Board Chairman of the meeting shall have a second or casting vote.
10. The Board shall cause proper minutes to be made of all its proceedings and shall maintain a record of attendances by Board members.
11. The Board shall cause proper books of account to be kept of income and expenditure and of all dealings with the assets and liabilities of NZSSRA. The Board shall cause to be prepared and presented to the AGM each year an audited set of financial statements for the most recent financial year prepared in accordance with current best practice. The Board shall cause them to be sent together with a budget for the next financial year:
  1. To the Schools Committee so far as is practicable not less than five weeks before the date fixed for the AGM; and
  2. to each Member, so far as is practicable not less than four weeks before the date fixed for the AGM.
12. The Board shall be responsible for the appointment of the Schools Committee.
SCHOOLS COMMITTEE AND ITS PROCEEDINGS
1. The general affairs of NZSSRA shall be managed by the Schools Committee. The Schools Committee shall consist of:
  1. The President or a member of the Board appointed by the Board as ex-officio member of the Schools Committee;
  2. Two people appointed by the Board pursuant to Article 10.3 (in addition to the person appointed pursuant to Article 10.1.A. above);
  3. Two people elected pursuant to Article 10.4 at the AGM;
  4. One board member of NZRA, appointed by NZRA, who shall chair the Schools Committee (Schools Committee Chairman);
  5. The NZRA Chief Executive and/or a member of the NZRA senior management team, appointed by NZRA as ex-officio member(s) of the Schools Committee.
2. The term of membership of the Schools Committee for each member shall be two years from the date that member is appointed. All School Committee members are at the end of their term eligible for re-election or re-appointment, but no member may serve more than three consecutive terms.
3. The appointment of each Schools Committee member established in Article 10.1.B. shall take place as follows:
  1. Appointments are made by the Board subject to ratification by Members at an AGM.
  2. One Schools Committee member shall be appointed for ratification at each AGM provided however if there are two vacancies then a second member may be appointed for a term of one year
  3. Nominations shall be called for by the Schools Committee by written notice to Members no earlier than 1 December prior to the AGM.
  4. Nominations shall be made in writing to the Schools Committee not less than ten weeks prior to the AGM.
  5. The Schools Committee shall provide the Board with nominee details and identify its recommended nominee(s) not less than eight weeks prior to the AGM.
  6. The Board shall choose a nominee for appointment (Appointee) to the Schools Committee and notify the Schools Committee of the Appointee not less than 5 weeks prior to the AGM.
  7. The Schools Committee shall notify Members of any Appointee not less than four weeks prior to the AGM.
  8. The appointment of an Appointee to the Schools Committee shall be put up for ratification at the AGM:
    1. If the appointment of an Appointee is ratified by a majority of Members the Appointee shall take office immediately following the AGM; otherwise
    2. the President may put forward to the AGM another of the nominees as an Appointee for ratification or may call a SGM to complete the appointment process.
4. The election of each Schools Committee member established in Article 10.1.C. shall take place at an AGM, as follows:
  1. One Schools Committee member shall be elected at each AGM provided however if there are two vacancies then a second member may be elected for a term of one year
  2. Nominations shall be called for by the Schools Committee by written notice to Members not less than eight weeks prior to the AGM.
  3. Nominations shall be made in writing by a Member to the Schools Committee not less than five weeks prior to that meeting.
  4. The Schools Committee shall notify Members of the nominees not less than four weeks prior to the AGM.
  5. The member shall be elected by majority at the AGM.
  6. The member shall take office immediately following the AGM
5. The Schools Committee may also include either or both of the following members, who shall attend Schools Committees meetings in an advisory capacity but shall not be entitled to vote, nor shall their presence be counted for the purposes of determining a quorum:
  1. An honorary solicitor as appointed from time to time by the Board; and/or
  2. An honorary accountant as appointed from time to time by the Board.
6. Any member of the Schools Committee may resign at any time by giving notice in writing to the Schools Committee Chairman. In the event of resignation of a member, that member shall be replaced subject to the relevant rules of appointment of that member.
7. Any extraordinary vacancy in the officers of the Schools Committee may be filled by appointment of the Schools Committee, or in the case of an NZRA appointee by the NZRA board. Any person so appointed shall hold office until the next AGM.
8. The Schools Committee may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it may think fit (including by holding video-conference or audio-conference meetings) but it shall hold such meetings at least twice in every financial year. Any decision of the Schools Committee recorded in writing and which all members of the Schools Committee have signed or given their written assent to shall be as valid and effectual as a decision taken at a duly convened meeting of the Schools Committee.
9. The Schools Committee shall cause proper minutes to be made of all its proceedings and shall maintain a record of meeting attendances by Schools Committee members.
10. The Schools Committee Chairman or any three members of the Schools Committee may convene a meeting of the Schools Committee by notice in writing addressed to the Schools Committee Chairman stating the business to be considered.
11. Three members of the Schools Committee shall form a quorum.
12. The Schools Committee Chairman shall chair meetings of the Schools Committee but if that person is not in attendance at any meeting of the Schools Committee, then the members of the Schools Committee who are in attendance shall choose one of their number to be the chairman of such meeting.
13. Questions arising at any meeting of the Schools Committee shall be decided by a majority of votes and in the case of an equality of votes the chairperson of the meeting shall have a second or casting vote.
14. All members of the Schools Committee shall be entitled to receive notice of, attend, speak at and vote at meetings of the Schools Committee.
15. Schools Committee meetings may be conducted by way of conference telephone call or by other electronic means if that means is agreed to, or by way of postal ballot in respect of any resolution.
FUNCTIONS OF SCHOOLS COMMITTEE
1. The Schools Committee shall conduct the daily administrative business of NZSSRA and report regularly to the Board.
2. In four-yearly cycles the Schools Committee shall:
  1. Review the Regulations and Rules and and report to Members with any recommended changes at the AGM (starting 2013).
  2. Review the Programme of Events for Championships Regattas, as set down in Regulation 8.4, and advise Members at the AGM (starting 2014) of the Programme of Events for the following four years.
  3. Review the Safety System and report to Members with any recommended changes at the AGM (starting 2015)
  4. Review the amount of the annual subscription for membership and any special levies or levy and report to Members with any recommended changes at the AGM (starting 2016)
  The Schools Committee is not restricted to reviewing the above matters in the given cycle and may conduct additional reviews.
3. The Schools Committee shall determine all questions and disputes which may be referred to them by Members and/or Local Associations, and shall take all such further steps as they shall consider appropriate in the furtherance of the objects of NZSSRA.
4. The Schools Committee shall deal with Appeals as set down in Article 19.
5. The Schools Committee shall investigate and conduct a hearing into any alleged misconduct, breach of this Constitution, breach of the Rules, Regulations or Safety System of NZSSRA or any event or action which brings the sport of rowing into disrepute by any Member or by any Rower representing any Member School, or by any Local Association.
  1. In the event that it appears to the Schools Committee that any such misconduct, breach or event may have occurred, it shall appoint a sub-committee to conduct a hearing of which reasonable notice shall be given to the Member or Local Association concerned.
  2. At such hearing the Member or Local Association may be represented by a person or persons of its choosing and shall be given a full and fair opportunity to hear and answer the allegations made against it.
  3. If the allegations are found to be proven, the Schools Committee may:
    1. suspend the Rower or Member or suspend powers of the Local Association for any period up to the next AGM; and/or
    2. direct the Rower or Member or Local Association to give any apology, make good any damage or otherwise act to comply with the Constitution, Rules, Regulations or Safety System.
6. Should there be a need, the Schools Committee may appoint one or more selectors for NZSSRA for the period of need. The selector shall undertake the selections for any crew nominated by the Schools Committee from nominations received from any Member or Local Association.
7. The Schools Committee may from time to time appoint:
  1. a special committee for such purpose as it deems fit from Members or otherwise and delegate such powers as are necessary for the committee to act; and
  2. any other representative as may from time to time be required in NZSSRA's interests.
INDEMNITY FOR OFFICERS
1. Each Board member and Schools Committee member (including the Honorary Solicitor and Honorary Accountant) is indemnified by NZSSRA in respect of:
  1. Any costs incurred by him in any proceeding that relates to liability for any act or omission by that person in his capacity as a Board member or Schools Committee member; and
  2. Any liability to any person for any act or omission in his capacity as a Board member or Schools Committee member, including all costs incurred by him in defending or settling any claim relating to such liability.
2. Article 12.1 shall not apply to any criminal or civil liability arising as a result of a breach of fraudulent act or a breach of fiduciary duty owed by a Board member or member of the Schools Committee to NZSSRA.
VOTING AND SPEAKING RIGHTS
1. Member Schools:
  1. Every Member School shall have one vote at any General Meeting.
  2. Every Member School may appoint up to three delegates who may speak on its behalf at any General Meeting, one of whom shall also have the Member School's voting powers. If challenged, any delegate must provide to the meeting written evidence of appointment signed by the principal of the relevant Member School. A delegate, subject to proof of appointment, may represent more than one Member.
  3. Every Member School may by proxy in writing, signed by the principal, appoint a person and direct the person on how to vote on any matter. Any proxy must be lodged with the Schools Committee prior to the commencement of the General Meeting.
2. Life Members:
  1. Every Life Member shall have speaking rights and one vote at any General Meeting.
  2. Every Life Member may by proxy in writing, appoint a person and direct the person on how to vote on any matter. Any proxy must be lodged with the Schools Committee prior to the commencement of the General Meeting.
3. Members of the Schools Committee present, not nominated to vote for a Member shall have the right to speak and the right to move motions at General Meetings.
4. The chairman of any General Meeting shall have a casting vote in addition to any deliberative vote the chairman may be empowered to exercise.
GENERAL MEETINGS
1. An AGM shall be held at the venue of the New Zealand Championships at a place decided by the Schools Committee.
2. A SGM shall be called by the Schools Committee if requisitioned by any two or more Local Associations or any thirty Member Schools. The meeting shall take place within ten weeks of the receipt of the requisition at a venue appointed by the Schools Committee.
3. The Schools Committee and/or the Board may call a General Meeting at any time to deal with policy or similar matters.
4. The business of any General Meeting, other than the AGM, may be transacted by use of a telephone conference call, other electronic link, or by postal ballot if deemed expedient by the Schools Committee.
5. Where practicable the Schools Committee shall not less than eight weeks prior to any General Meeting call upon Members and Local Associations to submit not less than five weeks prior to the meeting any remit on policy in respect of any alteration to the Constitution, Regulations, Rules or Safety System.
6. Except where deemed an emergency by the Schools Committee, proposals for alterations to the Regatta Regulations and Rules of Racing shall not be received for reference to the AGM or a SGM except in every fourth year (starting 2013).
7. To be included on the agenda any proposal or remit for the alteration of the Constitution, Regulations, Rules or Safety System shall be first cleared by the Schools Committee as being relevant and coherent with the Constitution, Regulations, Rules or Safety System as the case may be.
8. Amendments to the Constitution, Regulations, Rules or Safety System shall be made only if approved by 75% of the Members represented personally or by proxy at the AGM or a SGM called for the purpose. Amendments affecting the conduct of the Championships shall not take effect until after any ongoing Championships; all other amendments shall take effect at the conclusion of the AGM.
9. Notice of the time date and place of any General Meeting shall be given to every Member not less than eight weeks prior to the meeting.
10. No business, unless otherwise provided in the Constitution or agreed to by 75% of the Members represented at the meeting, shall be transacted at any General Meeting of which the Schools Committee has not been given at least five weeks' written notice.
11. Not less than four weeks prior to any such meeting the Schools Committee shall send to all Members an agenda of the business to be transacted.
12. The quorum of a General Meeting other than the AGM shall be not less than 40% of Members entitled to attend and vote. The quorum of the AGM shall be 20% of Members which are Member Schools entered at the ongoing Championships except when the AGM is a meeting considering changes as given in Article 14.8 when the quorum shall be 40% of Members which are Member Schools entered at the ongoing Championships.
13. The President shall chair General Meetings. If the President is not present, the Schools Committee Chairman shall chair the meeting. If neither the President nor the Schools Committee Chair is present, then a member of the Schools Committee appointed by the meeting shall chair the meeting.
14. Every question other than the alteration of the Constitution, Regulations, Rules or Safety System shall be decided by a simple majority of votes cast, otherwise it shall be decided by a 75% majority of votes cast. Voting shall initially be by voice, or if in doubt by a show of hands; if requested by any Member voting shall be by a poll recording the vote of each Member.
FINANCIAL PROVISIONS
1. NZSSRA's financial year shall commence on 1 September and end on 31 August in every year.
2. NZSSRA shall be entitled to raise funds by way of annual subscription and special levies to be paid by the Member Schools.
3. The amount of the annual subscription and any special levy or levies shall be fixed by resolution of the Members at the AGM each year at amounts not exceeding those recommended by the Schools Committee.
4. The amount of all special levies payable by a Member School in any year shall not exceed the amount of the annual subscription payable by the Member Schools in that year.
5. Every Member School shall pay to NZSSRA not later than the 1st of December in any year the annual subscription.
6. If any subscription remains unpaid at the 1st of December or any levy remains unpaid after the expiry of 30 days from due date, the defaulting Member shall be automatically suspended until all outstanding moneys have been paid.
7. Any Member so suspended shall not:
  1. participate or vote at any meeting;
  2. participate in any regatta conducted by NZSSRA or any Local Association;
  3. after being in default for two years remain a Member or be entitled to use its previously registered colours.
8. Every Member School shall in addition from time to time pay to NZSSRA such special levies as requested by the Board.
9. Any NZSSRA bank account shall be operated on as determined by the Schools Committee from time to time.
10. All moneys received on account of NZSSRA shall be paid into an NZSSRA bank account or invested as the Schools Committee directs.
LOCAL ASSOCIATIONS
1. Member Schools may organise themselves locally into Local Associations, whose areas shall be defined and notified to the Schools Committee for approval. A list of the approved Local Secondary Schools Rowing Associations shall be maintained and published by NZSSRA.
2. Each Local Association must provide a copy of the minutes of its annual general meeting to NZSSRA each year. Any Local Association that fails to provide its annual general meeting minutes to NZSSRA for two consecutive years shall be deemed to lose its status as a Local Association.
3. In the event of any dispute over boundaries or whether any Member School shall belong to one or other Local Association, the matter shall be determined, after due consultation with affected parties, by the Schools Committee.
4. No Local Association shall have as an object any object inconsistent with the objects of NZSSRA and the other rules set out in its Constitution, but may otherwise make its own rules governing the affairs of the local area.
5. Each Local Association shall decide:
  1. all questions relating to the interpretation and application of NZSSRA's Constitution, Regulations, Rules and Safety System and protests and disputes arising in its own area, including those arising from non-Championships regattas or fixtures controlled by that Local Association even if held in another area;
  2. the imposition on Member Schools or Rowers and officials associated therewith under its jurisdiction of penalties provided for under this or the Local Association's own Constitution,
  BUT there shall be a right of appeal to the Schools Committee against any such decision of a Local Association.
REGISTRATION
1. NZSSRA may maintain and publish a national register of all Rowers who are competing for Member Schools.
2. To the extent that it is practicable to do so the NZRA register shall be adopted in respect of Rowers registered with that association.
3. NZSSRA shall otherwise adopt procedures and forms necessary to record the registration and transfer of Secondary School Rowers including the issue of personal registration numbers for all Rowers competing at NZSSRA regattas.
4. The provisions of the Privacy Act 1993 shall apply to all information collected by NZSSRA.
COLOURS
1. NZSSRA shall maintain and publish a register containing a complete description of colours approved for each Member School.
2. No Member School may compete at any NZSSRA regatta unless, upon written application to the Schools Committee accompanied by a picture and written description, its colours have been approved by the Schools Committee and recorded in the register.
3. No colours shall be approved unless they are unique to a Member School (or a boys/girls Member Schools pairing) and distinctive from other approved colours. Where practicable the Schools Committee shall not approve colours which are similar to club colours approved by NZRA.
4. The Schools Committee shall allocate to each Member School and overseas school attending a Championships regatta a unique abbreviation code for use on regatta programmes. To the extent that it is practicable to do so NZSSSC codes shall be adopted in respect of Secondary Schools that are members of NZSSSC.
APPEALS
1. All appeals to the Schools Committee shall be:
  1. in writing, and
  2. in the hands of the Schools Committee not later than six weeks after the day on which the decision appealed against was received by the Member or person appealing; and
  3. if from a representative of a Member School, accompanied by a letter from the Member School verifying the appeal; and
  4. accompanied by any fee stipulated from time to time by Members in General Meeting (which fee shall be retained by NZSSRA if the appeal is unsuccessful).
2. The Schools Committee shall receive submissions, and where the interests of justice require, hear all interested parties as soon as reasonably practicable; interested parties upon whom adverse comment has been received shall be given a reasonable opportunity to reply to any such comment.The Schools Committee shall deliberate and give to all interested parties a decision in writing within a reasonable time; where the appeal is allowed any fee paid shall be refunded.
NOTICES
1. A notice or any other document may be served by NZSSRA upon any Member either personally or by facsimile or by email or by mail at or to the Members' last known address. The accidental omission to give such notice or other document to, or the non-receipt of such notice or other document by, any Member shall not invalidate any resolutions passed or election or appointment made which is connected therewith.
2. All Members shall promptly notify the Schools Committee of their current address for mail and email and shall be responsible for notifying NZSSRA of any change of address or email.
REGISTERED OFFICE
1. The registered office of NZSSRA shall be at such place as shall from time to time be determined by the Board.
COMMON SEAL
1. The affixing of the Common Seal shall be minuted and attested by the President and one other Director provided that if it is impracticable for the President to attest the same then it shall be lawful for two Directors to do so. The Common Seal shall be kept in the custody of the President.
PROFIT TO MEMBERS AND WINDING UP
1. No Member or persons associated with a Member shall derive any income, benefit or advantage from NZSSRA (whereby they can materially influence the payment of income or the receipt of any benefit or advantage) except where the income benefit or advantage is derived from:
  1. professional services to NZSSRA rendered in the course of business, charged at no greater than market rates; or
  2. interest on money lent at no greater than current market rates.
2. In the event of the winding up of the affairs of NZSSRA, the property and effects of NZSSRA surplus after payment of all liabilities shall become the property and effects of NZRA but held for the express use and benefit of secondary school rowing in New Zealand. The trophies of NZSSRA shall become the property of NZRA but shall be awarded only for those events for which such trophies had hitherto been awarded respectively. No part of the property or effects of NZSSRA shall be surrendered or paid to any Member for personal benefit in any manner whatsoever.
MATTERS NOT PROVIDED FOR
1. Any matter not provided for in the Constitution, Regulations, Rules or Safety System shall be dealt with by the Schools Committee in such reasonable manner as they shall otherwise think fit.
2. Matters dealt with under this clause shall be reported to Members at the next AGM.
TRANSITIONAL PROVISIONS
1. Notwithstanding anything to the contrary in this Constitution, on incorporation:
  1. the initial Board and the initial term for each respective member of the Board shall be as follows:
    - President: Trudy Keys, until 2013 AGM
    - Board member: Andrew Carr-Smith, until 2014 AGM
    - Board member: Leith Menzies, until 2014 AGM
  2. the initial Schools Committee and the initial term for each respective member of the Schools Committee shall be as follows:
    - NZSSRA President: Trudy Keys, until 2013 AGM
    - Elected member: Andrew Carr-Smith, until 2013 AGM
    - Appointed member: Leith Menzies, until 2013 AGM
    - Appointed member: Janey Wackrow, until 2014 AGM
    - Schools Committee Chairman: Gillian Simpson
    - NZRA Chief Executive: Simon Peterson
  3. the initial Life Members shall be:
    - Dave Campbell
    - Nancy Campbell
    - Garry Carr-Smith
    - Jack Collin
    - Father Earl Crotty, SM
    - Brother Terence Costello
    - John Drummond
    - Peter Irvine
    - Leslie Saywood
    - Fred Strachan, QSM

Constitution dated 13 May 2012