1. This is a working document and is being revised frequently. Eventually, the document will be submitted as a new constitution to the membership for a vote.

Comments should be sent to the NZERN Committee.

office@bush.org.nz

2. The reason for drafting these amendments to the constitution is;
a) put in place a branch structure,
b) branches sending voting delegates to the AGM,
c) add the category of Corporate membership (for govt organisations who will have no voting rights, pay a higher sub fee and have full participation rights for their staff in NZERN eg DoC staff and local council rangers).

3. This is to safeguard membership democracy and ensure that responsibility for the direction of NZERN clearly lies in the hands of the grass roots community groups.

4. Enable NZERN to carry out its long term projects efficiently by
a) the branches run the local networks
b) the resource projects organised as part of national services.

Rules of The New Zealand Ecological Restoration Network Incorporated

1.     NAME.

1.1     THE name of the Society is "The New Zealand Ecological Restoration Network Incorporated", also known as "NZERN".

2.     PURPOSE.

2.1     THE purpose for which NZERN is established is:
a) Conservation: to aid conservation, restoration and protection of NZ native plant and animal communities.
b) Community: to engage all interested individuals, community groups and other organisations to participate in this work.
c) Network: to build a shared self-help, non-partisan network made up of many individuals and independent organisations each with their own sites, nurseries, ideas and experiences.
d) Resources: to create and distribute useful resources where there is a common need, including nursery materials, tools and equipment, electronic, broadcast and print media, educational resources.

3.    MEMBERSHIP.

3.1     ANY person or group who supports the purpose of NZERN and wants to be involved in a practical way shall be welcome to join NZERN.

3.2     THERE shall be five classes of membership: Individual, Family, Group, Corporate, Affiliate.

3.3     INDIVIDUAL membership shall be open to any person over the age of 15 who supports the objects of NZERN.

3.4     GROUP membership shall be open to any non government organisation or group, whether formal or informal, that supports the objects of NZERN.

3.5     CORPORATE membership shall be open to any government organisation that supports the objects of NZERN

3.6     FAMILY membership shall be open to any group of persons over the age of 15  that supports the objects of NZERN.

3.7     AFFILIATE membership shall be granted to any member or employee of a group, corporate member or family that is itself a member of NZERN, at the group's request. In such cases, the group shall be known as the Sponsoring Group.

3.8     ANY membership fees and/or annual subscriptions may be set by any General Meeting of NZERN.

3.9     APPLICATION for Individual and Family Membership shall be made in writing to the Honorary National Secretary using the Membership Application Form along with any annual subscriptions or fees payable.

3.10     APPLICATION for Group Membership shall be made in writing to the Honorary National Secretary using the Group Membership Application Form along with any annual subscriptions or fees payable.

3.11     APPLICATION for Corporate Membership shall be made in writing to the Honorary National Secretary using the Group Membership Application Form along with any annual subscriptions or fees payable.

3.12     APPLICATION for Affiliate Membership shall be made in writing by a sponsoring group to the Honorary National Secretary using the Affiliate Membership Application Form.

4.     CESSATION OF MEMBERSHIP.

4.1     ANY Individual, Family, Corporate or Group Member may resign from membership by giving to the Honorary National Secretary notice in writing to that effect. No such resignation shall release the member from any current or contingent liability to NZERN.

4.2     IF any Individual, Family, Corporate or Group Member fails to pay a subscription which has fallen due within three calendar months, membership shall automatically cease.

4.3     IF the conduct of any Member is such as appears to the National Council to endanger the character/good order or welfare of NZERN, the National Council may enquire into the circumstance of the case. At the meeting the member shall be allowed to offer any explanation personally or in writing. If two thirds of the members of the National council present vote for his/her expulsion, he/she shall forthwith cease to be a member of NZERN but without releasing him/her from any existing liability to NZERN.

4.4     AFFILIATE membership shall automatically cease whenever the membership of the sponsoring group ceases, or whenever the person's association with the sponsoring group ceases.

5.     ALTERATION OF RULES.

5.1     THESE rules may be altered, added to or rescinded at any general meeting of NZERN, notice of the intention to move such alteration, addition or recision having been given in the notice convening the meeting, and not less than one calendar month before such meeting. The Committee shall include such notice with the notice convening the General Meeting at the request of any two Branches of NZERN.

5.2     AT least a two thirds vote of those members present is required to alter these rules.

5.3     NO addition to or alteration of the charitable objects, the personal benefit clause or the winding up clause shall be approved without the Inland Revenue Department's approval.

6.     BY LAWS.

6.1     BY LAWS not in conflict with the rules may be made by any meeting of the National Council or General Meeting of NZERN by simple majority vote of those members present

6.2     ANY new bylaws shall be published at the earliest opportunity.

7.        GENERAL MEETING.

7.1     THE Committee shall convene and hold an A.G.M. of NZERN not later than 30 th November in each year at such time and place as it shall from time to time determine.
The following shall be the order of business:

7.2     READING and confirmation of the minutes of the previous A.G.M. and of any Special General Meeting held during the year, consideration of the Annual Report and Financial Statement, discussion of any proposed alteration of these rules of which due notice has been given, election of officers, general business.

7.3     THE Committee shall convene a Special General Meeting upon a requisition of any two Branches stating the reason for the meeting. In default, such members may themselves call the meeting. Notice of one calendar month shall be given.

7.4     NO business shall be transacted at any general meeting unless a quorum of members is present when the meeting proceeds to business. Six designated representatives of Branches personally present shall constitute a quorum.

7.5     AT General Meetings, each designated representative of a Branch shall be entitled to one vote.

7.6     AT all General Meetings the President or in his/her absence any other duly elected Chairman shall be entitled on every question to vote if he/she would normally be entitled to vote. In the case of an equality of votes the Chairman shall have a casting vote as well as a deliberative vote.

7.7     THE mode of voting on all questions other than elections shall be by the voices, or if the Chairman or any designated representative of a Branch shall require, by a show of hands.

8.     APPOINTMENT OF NATIONAL OFFICERS.

8.1     THE following officers shall be appointed at the Annual General Meeting in each year:-
a) Patron.
b) Hon National President, Hon National Secretary, Hon National Treasurer. (Secretary and Treasurer may be combined).
c) Auditor, who need not be a member of NZERN, and shall not be a member of the Committee.
d) A Regional Representative for each region and locality listed in the addendum to this constitution and any amendments.
e) Editor.
f) Scientific Advisor elected by members of the Advisory Panel.
g) National Returning Officer.

8.2     THE Honorary National Secretary shall keep minutes of all General National Council and Management Committee meetings and shall conduct all correspondence of NZERN. He/she shall keep a register of members containing the particulars required by law. The register of members shall be made available for inspection by any member of NZERN on reasonable notice. The Honorary National Secretary shall assist as required by the National President in the preparation of the Annual Report for submission to the A.G.M. in each year.

8.3     THE Honorary National Treasurer shall receive all monies collected on behalf of NZERN and lodge them to the credit of NZERN in the appointed bank. He/she shall keep an account of all monies received or expended by NZERN and shall prepare an Annual Financial Statement for submission to the A.G.M.

9.     NATIONAL COUNCIL.

9.1     THE National Council shall exercise all the powers and perform all the duties for which NZERN is established and shall have power to do all such things as may be conducive to the attainment of the purpose of NZERN.

9.2     THE National President shall be the Chairman of the National Council and shall preside at all meetings of the National Council. In his/her absence any other duly elected Chairman shall take the chair. The required number of the National Council personally present to constitute a quorum shall be decided at the A.G.M.

9.3     THE National Council shall have the power to appoint any Individual or Affiliate member of NZERN to any office that shall fall vacant as a result of the death or retirement of the officer holding the same. The member so appointed shall hold office until the next succeeding A.G.M.

9.4     MEMBERS of the National Council shall have one vote each.

9.5     THE National Council members are:
President, secretary, treasurer, editor, scientific advisor, returning officer, regional reps:

10.     ADVISORY PANEL

10.1     THE A.G.M. shall appoint an Advisory Panel consisting of NZERN members able to advise the National Council on matters requiring specialist expertise.

10.2     ANY member of NZERN may nominate another Individual or Affiliate Member for membership of the Advisory Panel using the official nomination form.

10.3     ANY member of the Advisory Panel may resign from the Advisory Panel by giving written notice to the Honorary National Secretary of NZERN to that effect.

10.4    IF any member of the Advisory Panel ceases to be a member of NZERN they shall automatically cease to be a member of the Advisory Panel.

10.5    THE membership of any member of the Advisory Panel may be rescinded at any General Meeting of NZERN, notice of the intention to rescind their membership having been given in the notice convening the meeting and not less than one calendar month before such meeting. The committee shall include such notice at the request of any four Branches of NZERN.

11    BRANCHES

11.1    NZERN shall be divided into Branches as listed in the addendum to this constitution and any amendments..

11.2    ANY members in good standing may apply to the National Council to establish a branch.

11.3    THE  geographic extent of each Branch shall be defined by the National Council.

11.4    ALL members living within that gegraphic area shall be assigned as members of the branch

11.5    MEMBERS of the branch shall hold an Annual Meeting for the purpose of electing a Branch Committee.

11.6    THE Branch Committeee may open a bank account.

11.7    THE Branches shall send voting delegates to the AGM.

11.8    THE delegates the the AGM shall be the regional representatives.1:1

11.9    THE Branches shall send voting delegates to the National Council.

11.10  THE delegates to the National Council shall be the regional representatives 1:1

12.     BRANCH GENERAL MEETING.

12.1     THE Branch Committee shall convene and hold a Branch A.G.M. at least once every two years at such time and place as it shall from time to time determine.
The following shall be the order of business:

12.2     READING and confirmation of the minutes of the previous A.G.M. and of any Special General Meeting held during the year, consideration of the Annual Report and Financial Statement, election of officers, general business.

12.3     THE Committee shall convene a Special General Meeting upon a requisition of any four Group Members stating the reason for the meeting. In default, such members may themselves call the meeting. Notice of one calendar month shall be given.

12.4     NO business shall be transacted at any general meeting unless a quorum of members is present when the meeting proceeds to business. Four designated representatives of Group Members personally present shall constitute a quorum.

12.5     AT General Meetings, each designated representative of a Group Member shall be entitled to one vote. If the representative has been designated to represent several group members, he or she shall nevertheless be entitled to only one vote.

12.6     AT all General Meetings the President or in his/her absence any other duly elected Chairman shall be entitled on every question to vote if he/she would normally be entitled to vote. In the case of an equality of votes the Chairman shall have a casting vote as well as a deliberative vote.

12.7     THE mode of voting on all questions other than elections shall be by the voices, or if the Chairman or any designated representative of a Group Member shall require, by a show of hands.

13.     APPOINTMENT OF BRANCH OFFICERS.

13.1     THE following officers shall be appointed at the Branch AGM in each year:-
a) Hon Branch Secretary.
b) A Regional Representative for each region and locality listed in the addendum to this constitution and any amendments.

13.2     THE Honorary Branch Secretary shall keep minutes of all meetings and shall conduct all correspondence of the Branch.

14.     BRANCH COMMITTEE.

14.1     THE Branch Committee shall exercise all the powers and perform all the duties for which NZERN is established and shall have power to do all such things as may be conducive to the attainment of the purpose of NZERN.

14.2     THE Branch Committee shall choose a Chairman of the Committee and shall preside at all meetings of the Committee. In his/her absence any other duly elected Chairman shall take the chair. The required number of the Committee personally present to constitute a quorum shall be decided at the Branch A.G.M.

14.3     THE Branch Committee shall have the power to appoint any Individual or Affiliate member of the Branch to any office that shall fall vacant as a result of the death or retirement of the officer holding the same. The member so appointed shall hold office until the next succeeding A.G.M.

14.4     MEMBERS of the Committee shall have one vote each.

15.     COMMON SEAL.

15.1     THE National Management Committee shall have power to adopt a common seal of NZERN. It may at any time destroy the seal and substitute a new seal. The Honorary  National Secretary shall have custody of the common seal.

15.2     WHENEVER the common seal of NZERN is required to be affixed to any deed or other document the seal shall be so affixed pursuant to a resolution of the Management Committee. It shall be affixed in the presence of the National President and the Honorary National Secretary, who shall both sign the document. The Honorary National Secretary shall report to the AGM all such uses of the seal.

 
16.     BANK ACCOUNT.

16.1     ALL monies and other invested funds belonging to NZERN shall be lodged to the credit of NZERN at the appointed bank. The account may be operated on the signatures of any two of the following officers: National President, Honorary National Secretary, and Honorary National Treasurer.

 
17.     BORROWING POWERS.

17.1.     NZERN shall have the power to borrow or raise money from time to time by the issue of debentures, bonds, mortgages on any of the assets, property or rights of NZERN or without any such security. Any such borrowing shall be upon terms as to priority or otherwise as shall seem fit to the Committee who shall also be entitled to exercise such power and to borrow or raise money on behalf of NZERN.

 
18.     REGISTERED OFFICE.

18.1     THE registered office of NZERN shall be at such place as the Committee shall from time to time determine.

 
19.     FINANCIAL YEAR.

19.1     THE financial year of NZERN shall terminate on 31 March in each year.

 
20.     NOTICES.

20.1     A notice may be given by NZERN to any member either personally or by sending it by post to him at his registered address.

 
21.     WINDING UP.

21.1     NZERN may be wound up voluntarily if:-
a) NZERN, at a General Meeting of its members, passes a resolution requiring the society so to be wound up;
b) the resolution is carried by a majority of the valid votes cast by members voting at the General Meeting in person;
c) the resolution is confirmed by such a majority at a subsequent General Meeting called togther for that purpose and held not earlier than one calendar month after the date on which the resolution was passed.

22.2     IF upon winding up of NZERN there remains after the satisfaction of its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of NZERN. It shall be given or transferred to some other institution or institutions having exclusively charitable objects in whole or in part similar to those of NZERN to be determined by NZERN in a General Meeting and at or before the time of winding up.

ADDENDUM

BRANCHES
Otago/Southland, Canterbury/Westland/Nelson, North Island.

REGIONS and localities having Regional Representatives
Otago/Southland Branch
Invercargill City; Southland District; Dunedin City except Otago Penninsula; Dunedin City Otago Peninsula;

Canterbury/Westland/Nelson Branch
Timaru District; Waimakariri District; Christchurch City Spreydon Ward; Christchurch City Burwood Ward; Christchurch City Pegasus Ward; Christchurch City Port Hills; Banks Peninsula District, Lyttelton-Mt Herbert Ward, Selwyn District.