NZOFC Inc Constitution – August 2025

NZOFC Inc Constitution

New Zealand Online Fishing Club Incorporated

August 2025

Email: info@nzofc.co.nz

Contents

  1. Introductory Rules
  2. Membership
  3. General Meetings
  4. Committee
  5. Committee Meetings
  6. Officers
  7. Records
  8. Finances
  9. Dispute Resolution
  10. Liquidation and Removal from the Register
  11. Alterations to the Constitution
  12. Other
  13. Indemnities
  14. Bylaws

All of this effort is driven by a sense of rangatiratanga (an aspiration to lead by example based on inherited knowledge)

1. Introductory Rules

1.1 Name

The name of the organization shall be New Zealand Online Fishing Club Incorporated (referred to in this Constitution as the “NZOFC Inc”).

1.2 Definitions

In this Constitution, unless the context requires otherwise:

  • Act means the Incorporated Societies Act 2022 and its amendments.
  • Annual General Meeting means a meeting of Members held once per year to receive reports on activities and finances.
  • Chairperson means the Officer responsible for chairing General Meetings and Committee meetings.
  • Committee means the NZOFC Inc’s governing body.
  • Constitution means this document.
  • General Meeting means an Annual or Special General Meeting.
  • Interested Member means a Member who is interested in a matter under section 62 of the Act.
  • Interests Register means the register of Officer interests.
  • IGFA means the International Game Fishing Association.
  • Matter refers to the NZOFC Inc’s activities, powers, or transactions.
  • Member means a person admitted and not ceased as a Member.
  • Notice includes email, post, or courier.
  • NZSFC means the New Zealand Sport Fishing Council (Inc).
  • Officer means a person on the Committee or with significant influence.
  • Purposes means the objectives stated in clause 1.3.
  • President means the Officer providing leadership to the NZOFC Inc.
  • Register of Members means the register required under section 79 of the Act.
  • Secretary means the Officer responsible for the duties set out in this Constitution.
  • Special General Meeting means a Member meeting called for a specific purpose.
  • Society means the NZOFC Inc.
  • Vice President means the Officer who deputises for the President.
  • Working Days has the meaning in the Legislation Act 2019.

1.3 Purposes

The purposes of the NZOFC Inc are to:

  1. Champion recreational fishing in all its forms.
  2. Promote competition through national measure-based tournaments run digitally.
  3. Promote community through a socially-driven digital platform for anglers.
  4. Promote conservation and kaitiakitanga of marine ecosystems.
  5. Encourage full utilisation of every fish taken.
  6. Support restoring New Zealand’s inshore fisheries through education.
  7. Advocate for water safety through training and development.
  8. Maintain affiliation with NZSFC and IGFA.
  9. Collaborate with authorities and organisations with similar purposes.
  10. Ensure accurate measurement and documentation of catches.
  11. Recognise outstanding achievements through prizegivings.
  12. Prioritise New Zealand-owned companies and services where practical.
  13. Engage in any other activities beneficial to achieving the purposes.

The NZOFC Inc must not operate for profit or distribute financial benefits to Members, except in the limited circumstances permitted by the Act, including:

  1. Not distributing profit, surplus, or dividends to Members.
  2. Not having capital divided into shares held by Members.

Activities permitted while remaining not-for-profit include:

  1. Engaging in trade.
  2. Paying Members for services incidental to the purposes.
  3. Distributing funds to a not-for-profit Member organisation with aligned purposes.
  4. Reimbursing reasonable expenses.
  5. Providing hardship benefits to Members or families.
  6. Providing scholarships or grants.
  7. Paying Members for services on arm’s-length terms.
  8. Providing incidental benefits (trophies, prizes, discounts).
  9. Distributing surplus assets to another not-for-profit on removal from the register.

1.4 Act and Regulations

Nothing in this Constitution authorises the NZOFC Inc to act inconsistently with the Act or any legislation.

1.5 Capacity and Powers

The NZOFC Inc has all powers conferred by the Act necessary to fulfil its purposes.

1.6 Registered Office

The registered office shall be determined and updated by the Committee as required.

1.7 Contact Person

The NZOFC Inc shall have at least two contact people resident in New Zealand, appointed by the Committee or Members.

2. Membership

2.1 Minimum Number of Members

The NZOFC Inc shall maintain at least 10 Members as required by the Act.

2.2 Membership Types

  • Honorary Life Members — recommended by the Committee and approved by a ⅔ AGM vote; no fees.
  • Full Members — individuals 16+ with full voting rights.
  • Family Members — two adults + up to three children; two adult votes.
  • Young Adult Members — ages 13–15; full voting rights; limited social media access.
  • Primary Members — under 13; prize-eligible; no social media access.
  • Complimentary Annual Members — granted one-year membership by Committee.

2.3 Becoming a Member

  1. Applicants must submit the online form, pay fees, and supply required information.
  2. The Committee may accept or decline any application.
  3. Member consent is retained as part of the NZOFC Inc’s records.

2.4 Register of Members

The NZOFC Inc shall maintain an up-to-date register of current and past Members containing:

  • Member name
  • Email address
  • Date joined
  • Address
  • Phone number
  • Membership type

Past Member information is maintained for seven years.

2.5 Members’ Obligations and Rights

  • Members must provide and update contact details.
  • Members must promote the interests and purposes of the NZOFC Inc.
  • Members must have all fees paid to exercise rights.
  • The Committee determines access to facilities, events, and property.

2.6 Subscriptions and Fees

Fees are set by General Meeting resolution and published on the NZOFC website.

2.7 Ceasing to be a Member

  1. Expiry of membership period.
  2. Resignation by written notice.
  3. Removal following dispute resolution.
  4. Death.
  5. Committee resolution for bringing NZOFC Inc into disrepute.

2.8 Obligations After Membership Ends

  • Cease representing as a Member.
  • Return all NZOFC Inc property.
  • Lose all Member rights.

2.9 Re-Admission

Former Members may reapply. Those removed through disciplinary action require a General Meeting resolution for re-admission.

3. General Meetings

3.1 Procedures

Notice of meetings, attendance options, quorum, voting, and chairing requirements apply as specified.

3.2 Minutes

The NZOFC Inc must keep minutes of all General Meetings.

3.3 Annual General Meeting

AGMs must be held once per year and no later than:

  • Six months after March 31 (financial year end)
  • Fifteen months after the previous AGM

Business of the AGM includes confirming minutes, elections, reports, financial statements, and other notified business.

3.4 Special General Meetings

SGMs may be called by the Committee or by written request from 10% of Members. They consider only the business stated in the request.

4. Committee

4.1 Composition

The Committee consists of 3–9 Officers including Chair, Secretary, and Treasurer. A majority must be Members of the NZOFC Inc.

4.2 Functions

The Committee manages and supervises the operation and affairs of the NZOFC Inc.

4.3 Powers

The Committee holds all powers necessary to manage the NZOFC Inc, subject to the Act and this Constitution.

4.4 Sub-Committees

Sub-committees may be appointed, with limits on quorum, co-option, expenditure, and delegation.

4.5 General Matters

Committee meetings and resolutions may occur via audio/visual technology.

4.6 Expenses and Honoraria

Committee members may be reimbursed and may receive honoraria approved by a General Meeting.

5. Committee Meetings

5.1 Procedure

A quorum is half of the Committee. Meetings may occur in person or electronically. Each Officer has one vote. The Chair does not have a casting vote.

5.2 Frequency

The Committee must meet at least quarterly.

6. Officers

6.1 Types of Officers

The Club shall have the following officers:

  • President: Serves as the chief executive officer. The President shall take the chair at all General or Special Meetings of the Club and in their absence, the Vice-President shall take the chair.
  • Vice-President: Assists the President and stands in their absence.

The President or Vice-President will guide and direct the policies of the Club and act as official spokesperson with statutory authority. They may delegate this authority.

Other officers and duties include:

  • Secretary: Provides secretarial services, keeps records of meetings, memberships, correspondence, compliance, and maintains files. May co-opt assistance.
  • Treasurer: Manages monies including subscriptions, pays approved accounts, and presents financial statements to the AGM.
  • General Committee Members: Elected members contributing to governance, strategic direction, and Club operation, assisting with initiatives, attending meetings, and may serve on subcommittees.

The management of NZOFC Inc is vested in a Committee consisting of these officers and additional members as deemed necessary (clause 4).

6.2 Qualification of Officers

Every Officer must be a natural person who:

  1. Has consented in writing to be an officer of NZOFC Inc.
  2. Certifies they are not disqualified from being elected or appointed.

Officers must not be disqualified under section 47(3) of the Act:

  1. Under 16 years of age.
  2. Undischarged bankrupt.
  3. Prohibited from being a director or involved in management under relevant Acts.
  4. Disqualified from governing a charitable entity under the Charities Act 2005.
  5. Convicted of certain offences within the last 7 years.
  6. Subject to specified orders or bans under relevant laws.

6.3 Officer’s Duties

Each Officer shall at all times:

  1. Act in good faith in the best interests of NZOFC Inc.
  2. Exercise powers for a proper purpose.
  3. Not act contrary to the Act or this Constitution.
  4. Exercise care and diligence like a reasonable person in similar responsibilities.
  5. Not allow activities likely to create substantial risk of serious loss.
  6. Not incur obligations unless reasonable grounds exist to perform them.

6.4 Election or Appointment of Officers

  1. Officers are elected during Annual General Meetings. Vacancies between meetings are filled by Committee resolution and ratified at the next AGM.
  2. Written nominations must be received at least 5 Working Days before the AGM.
  3. Votes are cast as determined by the Chairperson; ties resolved by incoming Committee.
  4. Two Members or non-Members act as scrutineers for vote counting.
  5. Failure to receive Notice does not invalidate elections.
  6. Committee may appoint other Officers for specific purposes or until the next AGM, with consent and certification.

6.5 Term

Terms are 2 years, expiring at the AGM. Half of the first Committee may be designated for 1 year for continuity. No Officer serves more than 10 consecutive terms; no President more than 5 consecutive years.

6.6 Removal of Officers

  • Absence from 3 consecutive Committee meetings without leave.
  • Bringing NZOFC Inc into disrepute.
  • Failure to disclose a conflict of interest.

6.7 Ceasing to hold Office

Officers cease to hold office upon resignation, removal, death, or as per section 50(1) of the Act. Books, papers, and property must be returned within 15 Working Days.

6.8 Conflicts of Interest

Interested Officers or subcommittee members must disclose interests to the Committee and/or subcommittee, and in an Interests Register. Restrictions on voting apply. Special General Meetings may be called if 50% or more are interested in a matter.

7. Records

7.1 Access to Information for Members

Members may request information in writing. The Society must respond within a reasonable time and may impose a charge. Refusal must specify reasons. Privacy, commercial sensitivity, legal privilege, and relevance apply as grounds for refusal.

8. Finances

8.1 Control and Management

The Committee controls, invests, and disposes of funds solely for promotion of the Society's purposes. Banking, accounting, approval, and record-keeping rules apply.

8.2 Balance Date

Financial year: 1 April – 31 March.

8.3 No Personal Benefit

Officers and Members may not receive profit or income distributions. Payments for services, goods, interest, rent, or expenses are allowed at arm’s length without influencing decisions.

9. Dispute Resolution

9.1 Meaning of Dispute and Complaint

Disputes may involve Members, Officers, or the NZOFC Inc and relate to misconduct, breaches of duties, or damage to Members’ rights. Complaints must be made in writing or other reasonable manner.

9.3–9.8 Rights, Investigation, and Decision Makers

Members, Officers, and NZOFC Inc have the right to be heard. Disputes must be investigated fairly and efficiently. Complaints may be referred to subcommittees or external mediators. Impartiality of decision-makers must be ensured.

10. Liquidation and Removal from the Register

10.1–10.3 Liquidation, Removal, Surplus Assets

Procedures for liquidation or removal from the Register require 20 Working Days notice and two-thirds majority of Members present and voting. Surplus assets must be vested in another not-for-profit with similar purposes unless otherwise approved.

11. Alterations to the Constitution

11.1 Amending this Constitution

Amendments require two-thirds majority at a General Meeting. Notice of proposed amendments must be given at least 10 Working Days prior. Registration with the Registrar of Incorporated Societies is required.

12. Other

Other matters deemed appropriate by the Committee and consistent with this Constitution may be addressed under this clause.

13. Indemnities

The NZOFC Inc shall indemnify Committee Members and employees for liability, costs, and breach of duty, with prior approval for insurance. Certificates must confirm fairness of insurance cost.

14. Bylaws

The Committee may make and amend bylaws, policies, and procedures for Club conduct and control, provided they do not conflict with this Constitution or the Act.