Rules

Rule 1 – NAME

The name of the Institute shall be “The New Zealand Institute of Chemistry (Incorporated)”.

1.1 The term “Institute” hereinafter shall be taken to mean “The New Zealand Institute of Chemistry (Incorporated)”, and similarly the term “the Council” shall be taken to mean the Council of the said Institute.

1.2 The term “Chemistry” hereinafter shall be taken to mean chemistry in its widest sense thereby including biochemistry, geochemistry and other related aspects of the discipline.

Rule 2 – REGISTERED OFFICE

The registered office and headquarters of the Institute shall be in such place as the Council may from time to time determine.

Rule 3 – OBJECTS OF THE INSTITUTE

The objects for which the Institute is established are:

3.1 To promote the science and practice of chemistry in all its branches and the usefulness and efficiency of persons engaged therein.

3.2 To raise the status and to advance the interests of the profession of chemistry and of those engaged therein.

3.3 To provide for the delivery of lectures, and the holding of exhibitions, classes and conferences calculated to advance the cause of chemistry.

3.4 To promote honourable practice, to repress malpractice, to settle disputed points of practice and to decide all questions of professional usage and etiquette.

3.5 To admit persons to be members (honorary or otherwise) of the Institute upon such terms and to confer on them such rights and privileges as may be determined from time to time and to suspend, expel or remove from membership any persons.

3.6 To subscribe to, support or co-operate with any other association, society or institute whether incorporated or not the objects of which are similar to those of the Institute.

3.7 To collect and circulate statistics and other information relative to any branch of chemistry.

3.8 To purchase, print, publish, issue and circulate such papers, periodicals, books, leaflets and other literary undertakings as may appear relevant to any of the objects of the Institute.

3.9 To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the Institute.

3.10 To take any other lawful steps to promote the progress of chemistry and the welfare of those engaged in its study and practice.

3.11 No addition to or alteration of the aims/objects, payments to clause or the winding-up clause shall be approved without the approval of the appropriate government department. 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.

Rule 4 – NO FINANCIAL GAIN TO MEMBERS

The income and property of the Institute whencesoever derived shall be applied solely towards the promotion of the objects of the Institute as set forth in these Rules, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Institute or to any of them or to any person claiming through them. Provided that nothing hereinbefore contained shall prevent the payment of reasonable remuneration to any officer or servant of the Institute in return for services rendered to the Institute, or the payment of Honoraria, travelling and other outlays to any member of the Institute, whether a member of Council or not, or to any other person in return for services rendered to the Institute.

Rule 5 – MEMBERSHIP

The Institute shall consist of four grades of member whose designation is set out below: Honorary Fellow, Fellow, Member. See also Rules 8, 9, 10 and 11 regarding Member, Fellow, Honorary Fellow and School Membership respectively.

5.1 Every person desiring admission to the Institute shall apply to the Council in writing in such form as the Council may prescribe. For the grade of Fellow of the Institute the names and addresses of three Fellows shall be provided as referees to whom the applicant is known personally and who can, if necessary, provide information regarding the applicants experience in the practice of chemistry and general fitness to be admitted as Fellow. The application for the grade of Member of the Institute shall be signed by the applicant and by one sponsor who shall be financial members of the Institute. Receipt of an application for membership signifies the applicants consent to abide by the Code of Ethics.

5.2 Every applicant shall be deemed to be a member of the Institute from the date of payment of fees due from that time.

Rule 6 – SUBSCRIPTIONS

The annual subscriptions for each membership grade shall be such a sum as the Council may from time to time determine.

6.1 A candidate must pay on application such fees as are due before membership is confirmed.

6.2 The Council may at its discretion grant remission of subscription to any member.

6.3 The Council may set a differential member annual subscription for full-time students, the unwaged, and other members as the Council determines.

Rule 7 – CESSATION OF MEMBERSHIP

7.1 Persons shall cease to be members:

7.1.1 At death.

7.1.2 When written resignation is received by the Council from a financial member.

7.1.3 On omission to pay their subscription within the year it is due, members shall cease to be financial, provided notification has been given to their last known address. Members who are not financial shall not receive any benefits of the Institute and on omission to pay their subscription and any arrears owing within six months from which such subscription was due shall automatically cease to be members.

7.1.4 If found guilty by the Council of any dishonourable act, or any act discreditable to the profession of chemistry. Any person charged under this clause shall have the right to present a case in person before the Council at the meeting at which the case is considered.

7.1.5 If, in the opinion of the Council, they have knowingly failed to observe the Code of Ethics. Any person charged under this clause shall have the right to present a case in person before the Council at the meeting at which the case is considered.

7.2 When persons cease to be members, the Council shall remove their names from the Register and they shall forthwith cease to possess any of the rights of membership. Except in the case of death, official notice of such removal from the Register shall be sent to the persons concerned, and for this purpose their last recorded addresses shall be deemed to be correct.

7.3 Any person whose name has been removed from the Register may apply to the Council for reinstatement, and the Council may reinstate such person accordingly on such conditions as it may determine. The Council may refuse reinstatement without assigning its reasons.

Rule 8 – MEMBER

8.1 A person elected a Member shall be connected with New Zealand by birth, education or domicile.

8.2 Any persons shall be deemed to have complied with the requirements of membership if they have demonstrated: either a sincere interest in the application and advancement of chemistry and chemical processes or a determination to broaden the knowledge of chemistry through education.

Rule 9 – FELLOW

9.1 No person shall be elected a Fellow unless connected with New Zealand by birth, education or domicile, and has produced evidence satisfactory to the Council of having reached the required standard of attainment.

9.2 A Member who is a candidate for Fellowship must, subsequent to election to Membership, have had at least five years’ professional experience in the practice, application, management or teaching of chemistry, or in the direction of other qualified chemists, and must have shown therein a substantial measure of ability or achievement. Notwithstanding the above, the Council may in exceptional circumstances and on the unanimous recommendation of the Fellowship Committee elect to Fellowship a person who, although otherwise qualified, has been a Member for less than five years.

9.2.1 A Member who is a candidate for Fellowship shall hold a Bachelors Degree of a New Zealand university, provided that the courses taken have included the pursuance of not less than three years study of Chemistry and/or Biochemistry together with suitable practical work, and who prove to the satisfaction of the Council that they have been engaged in the study of Chemistry or Biochemistry, or in the practise of the profession in an active or managerial role, in a manner approved by the Council for a period of at least five years after qualifying for such a Degree.

9.2.2 Any other Member, able to comply except for the Bachelor’s Degree requirements (9.2.1) may be elected a Fellow in exceptional circumstances, but only if the Fellowship Committee have unanimously reported that in their opinion the applicant complies with the required standard of attainment for the Fellowship and that the circumstances warrant election to the Fellowship.

9.3 Persons other than Members may be elected to the Fellowship in the following cases:

9.3.1 An applicant who is a Fellow of an organisation for chemists, e.g. RSC and RACI, with similar aims to the New Zealand Institute of Chemistry whose entry qualifications are accepted by the Council as being fully equivalent to those determined from time to time by the Council.

9.3.2 Any other person not being a Member, but able to comply in other respects with the requirements for the Fellowship may be elected a Fellow in exceptional circumstances, but only if the Fellowship Committee have unanimously reported that in their opinion the applicant complies with the required standard of attainment for the Fellowship and that the circumstances warrant direct election to the Fellowship.

9.4 All candidates for the Fellowship shall be required to submit a full account of their chemical interests, experience and studies. They may also submit other relevant evidence such as patents, published papers, a thesis embodying the results of research or a dissertation or critical review of some topic within their field of work. They shall submit the names of three responsible persons who are willing to act as referees. Unless a specific exemption is granted by the Council these referees shall be Fellows of the Institute. The evidence submitted, and the opinions of the referees shall be referred to and considered by the Fellowship Committee which shall further take into account the nature and responsibility of the position held by the candidate.

9.4.1 Fellows of the Institute and Branch Committees shall have the right to nominate Members for Fellowship. In so doing they shall provide the supporting evidence required by Section 9.4.

9.5 The Fellowship Committee may recommend that one or more assessors be appointed for any particular application. The appointment of assessors shall be made by the Council or, between meetings of the Council, by the President and the Administrator. Where assessors have been appointed, they shall examine the evidence submitted by the candidate and report there upon to the Fellowship Committee through the Administrator.

9.6 After having considered the evidence submitted by a candidate for the Fellowship, together with the report, if any, of the assessors appointed for the particular application, the Fellowship Committee shall report there upon to the Council.

9.7 The Council, with the unanimous agreement of the Fellowship Committee, may invite Members of high standing in the profession to become Fellows. In such instances the Member concerned shall not be required to submit an application form.

Rule 10 – HONORARY FELLOW

Notwithstanding anything to the contrary in the foregoing Rules, the Council may elect as an Honorary Fellow any person who has given especially meritorious service to the Institute or to science or to the profession of chemistry, and such person shall then be entitled without subscription to all privileges of membership, provided, however, that election of Honorary Fellows may be made only by the unanimous vote of the Council.

10.1 At any one time the number of Honorary Fellows should equate to approximately 2% of the membership of the Institute.

10.2 Fellows of the Institute and Branch Committees shall have the right to nominate Honorary Fellows. In so doing they shall provide the necessary supporting evidence.

Rule 11 – SCHOOL MEMBERSHIP

11.1 School membership is available to any secondary school in New Zealand which pays the school membership subscription. Membership is for the calendar year for which the subscription is valid.

11.2 School members will collectively be known as the Secondary Chemistry Educators of NZ and will form the secondary section of the Education Branch of NZIC.

Rule 12 – DESIGNATIONS AND ABBREVIATIONS

Members in the designations set out below shall be entitled to use an approved abbreviation after their name.

Honorary Fellow Hon. FNZIC

Fellow             FNZIC

Member         MNZIC

Rule 13 – REGISTER

The Council may appoint an Executive Officer, and the Executive Officer or the Administrator shall keep a Register of members containing such particulars as the Council may from time to time prescribe. All members shall furnish the Council with all information required to enable it to compile a record of their qualifications.

Rule 14 – THE COUNCIL

14.1 The management of the Institute and the custody and control of its funds shall be vested in a Council which shall consist of a President, a Vice-President or Past President, a delegate from each Branch, a Student Representative and an Honorary Treasurer.

14.2 The President, Vice-President, Past President, Student Representative, and Honorary Treasurer shall be elected at the end of their term from nominations made by Branches, or by any six members, and forwarded to the Administrator by October 31.

14.3 When nominations are called for, the Vice-President shall automatically be nominated for the position of President, and the President shall automatically be nominated for the office of Past President.

14.4 The President, Vice-President, Past President, Student Representative, and Honorary Treasurer shall be Members of the Institute.

14.5 The term of office of President shall be two years.

14.6 If there be more than one nomination for the office of President, Vice-President, Student Representative, or Honorary Treasurer, an election or elections shall be held by ballot of all members. With the ballot there shall be included the names of the members or Branch(es) nominating the candidate, and there should be brief biographical notes of the candidates.

14.7 The President shall act as Chair of all meetings of the Council. In the absence of the President the Past President or Vice-President shall so act, or if neither of these officers be present then the meeting shall elect its own Chair. At meetings of the Council each member of the Council present shall have one vote. If voting be equal the Chair shall in addition have a casting vote.

14.8 The President shall hold office until the first day of January two years following their election to Council. The Vice-President, Past President, and Honorary Treasurer shall hold office until the first day of January in the year following their election to Council. Branch delegates shall hold office until replaced by resolution of their Branch.

14.9 The Council shall cause minutes of the proceedings of the Council, of sub-Committees, and of General Meetings, to be regularly recorded. Copies of such minutes shall be forwarded to the members of the Council, at least seven days prior to the date of the next succeeding meeting at which such minutes may be adopted. Minutes shall be made available to other NZIC members upon request.

14.10 In the event of a Branch delegate being unable to attend a meeting of the Council the Branch shall have the right to appoint in writing any other Fellow or Member of the Institute who is not a member of the Council to act as proxy.

14.11 The Duties of the Council shall be:

14.11.1 To elect Members, Fellows, and Honorary Fellows of the Institute.

14.11.2 To manage and superintend the affairs and property of the Institute.

14.11.3 To make such rules as may seem requisite for the furtherance of the objects of the Institute and to alter, vary and repeal such rules when deemed necessary.

14.11.4 To consider all recommendations submitted to it by the Branch Committees.

14.11.5 To appoint a Fellowship Committee.

14.12 For all meetings of the Council a quorum shall consist of six.

14.13 A resolution agreed by Council by email and entered in the minutes shall be as valid and effectual as if it had been passed at a meeting of the Council duly called and constituted.

14.14 The Council may from time to time delegate any of its functions, powers and duties under the Rules to a committee or committees, trustee or trustees, and may appoint, suspend or remove such persons, being members of the Institute, as it thinks fit, to or from such committee or committees, or to act or from acting as trustee or trustees and may prescribe the functions, powers and duties of such committee or committees, trustee or trustees.

14.15 The Council may appoint officers and servants of the Institute to carry out specific duties and may revoke or vary such appointments as it thinks fit.

14.16 The Council shall have power from time to time to vary, add to, alter or rescind any Rule of the Institute by a resolution passed by a majority of the Council (which majority shall include at least four Branch delegates or their proxies) present at any meeting of which notice specifying the intention to propose such resolution has been given in writing to every member of the Council and to every member of Branch Committees at least thirty days before, but not more than sixty days before, the day of such meeting.

Rule 15 – CUSTODY AND INVESTMENT OF FUNDS

15.1 The funds of the Institute shall be under the control of the Council. The Honorary Treasurer, or a deputy appointed by the Council, shall deposit all monies received by the Honorary Treasurer in the accounts of the Institute to be opened at a Bank or Banks approved by the Council. Payment of all accounts approved by the Council shall be made or l by two authorised Council members. The Council shall cause true accounts to be kept of all monies received and expended by the Institute and shall at its annual meeting, as defined in Rule 22, lay on the table a statement of the financial position of the Institute during the preceding year, and also a balance-sheet duly reviewed by an independent qualified accountant covering the same period, copies of which documents shall be available to all members of the Institute at least three days prior to such meeting. Day-to-day decisions on the operation of funds shall be made by a finance sub-committee, which shall consist of the Honorary Treasurer, the President, and the Vice President or Immediate Past President. The Council may from time to time invest any of the monies of the Institute not immediately required for any of its objects in any modes or securities permitted to Trustees by the Statute Laws of New Zealand. Any such investment shall be made in pursuance of a resolution of a majority of the Council which majority shall include at least four Branch delegates or their proxies.

15.2 Trust Fund. The Council may out of its income pay any surplus monies after making provision for its ordinary expenditure, into a Trust Fund upon and subject to the following conditions:

15.2.1 The Trust Fund shall be in the names of, and administered by three Trustees, who shall be members of the Institute, and who shall be appointed triennially by the Council from amongst the persons who have been Presidents of the Institute if there are such Past Presidents able and willing, and if not, then as the Council may determine.

15.2.2 The office of Trustee shall be vacated if the Trustee:

15.2.2.1 Ceases to be a member of the Institute, or,

15.2.2.2 Becomes bankrupt or enters into a composition with the creditors, or,

15.2.2.3 Becomes a subject person under the Protection of Personal and Property Rights Act, 1988, or,

15.2.2.4 Resigns office by notice in writing to the Institute, or,

15.2.2.5 Becomes incapable of personally carrying out the duties of a Trustee, or,

15.2.2.6 Fails to perform or observe any of the duties of a Trustee under these Rules, or,

15.2.2.7 Is suspended or removed by the Council under provisions of Rule 14.14.

15.2.3 All vacancies in the Trustees so arising shall be filled by the Council by appointment for the remainder of the term of the Trustee whose office so becomes vacant. Until such vacancy or vacancies shall be filled, the surviving or continuing Trustees may exercise and perform all the powers of this Rule vested in the Trustees.

15.2.4 The Trustees may meet for the transaction of business. A resolution circulated and agreed by email by all the Trustees shall be as valid and effectual as if it had been passed at a meeting of the Trustees. The Trustees shall keep a record of all business transacted at meetings of the Trustees and of all monies received by them and of their expenditure. The Trustees shall forthwith after December 31 in each year submit a report in writing to the Council of the business of the Trustees during the preceding year and of the assets of the Trust Fund and shall submit all accounts, vouchers and securities to the examination of an independent competent authority.

Rule 16 – FELLOWSHIP COMMITTEE

16.1 The Fellowship Committee shall consist of two Fellows of the Institute, as appointed by Council.

16.2 The duties of the Fellowship Committee shall be to advise Council on the merits of applicants for admission to the grade of Fellow and Honorary Fellow.

16.2.1 To assist in the assessment of any candidate the Fellowship Committee shall be provided with confidential reports from referees nominated by the candidate or the proposer of the candidate.

Rule 17 – FINANCIAL

The financial year shall end on the 31st day of December. The Council shall have the power from time to time to mortgage or charge all or any part of the property and rights of the Institute, and to borrow by way of bank overdraft, mortgage, debentures, or otherwise, whether secured or unsecured, upon such terms and at such rates of interest as the Council may decide.

Rule 18 – REVIEW OF ANNUAL ACCOUNTS

18.1 The accounts of the Institute shall be subject to an audit by an Independent Auditor; or a limited review engagement by an Independent Reviewer; or a compilation engagement by an independent chartered accountant who shall be appointed each year by Council, or its delegated Finance sub-committee, and who shall be a member of the Chartered Accountants Australia and New Zealand (CAANZ), or similar professionally recognized accounting body. In case of death or incapacity of the auditor so appointed or in case no auditor is so appointed, the Council, or its delegated Finance sub-committee, shall appoint one.

18.2 At a Council meeting to be held no earlier than 3 months prior to year-end, and no later than 3 months post year-end, Council is authorized to determine that the accounts be subject to an audit, limited review or compilation engagement.

Failing such determination, the engagement shall be an ‘audit’. Council shall ensure that a copy of the minute recording any such determination is forthwith provided to the Auditor.

Rule 19 – PRIVILEGED COMMUNICATIONS

19.1 All communications, correspondence, reports, minutes, and other papers and all documents relative to the admission, advancement, suspension or expulsion of members of the Institute shall be privileged and confidential and shall not pass out of the custody of the Administrator or Executive Officer, nor shall any of the contents be disclosed outside the Council.

19.2 All communications including referees’ and assessors’ reports relative to the election of members may be circulated to the Fellowship Committee and to Branch Committees, and such communications shall be privileged and confidential.

Rule 20 – THE COMMON SEAL

The Common Seal of the Institute shall be in the custody of the Council and shall not be affixed to any document except by the authority of a resolution of the Council. The President (or Past President or Vice-President) and the Administrator shall sign every document to which the Seal is so affixed.

Rule 21 – BRANCHES

21.1 Branch regions shall be as follows:

AUCKLAND The Northland and Auckland regions.

WAIKATO The Waikato and Bay of Plenty regions.

MANAWATU The Manawatu-Wanganui, Taranaki, Hawke’s Bay regions and Gisborne district.

WELLINGTON The Wellington region and, Marlborough and Tasman districts.

CANTERBURY The Canterbury and West Coast regions.

OTAGO The Otago and Southland regions.

OVERSEAS MEMBERS Members resident or temporarily overseas shall belong to a group administered by the Executive Officer or Administrator.

EDUCATION BRANCH Organised into two sections, tertiary educators and secondary educators. Members of the tertiary section are NZIC members (or fellows) who have opted into membership of this section. Members of the secondary section, known as Secondary Chemistry Educators of NZ, are school members of NZIC.

The headquarters of the Branches shall be as follows:

AUCKLAND BRANCH Auckland.

WAIKATO BRANCH Hamilton.

MANAWATU BRANCH Palmerston North.

WELLINGTON BRANCH Wellington.

CANTERBURY BRANCH Christchurch.

OTAGO BRANCH Dunedin.

OVERSEAS BRANCH and EDUCATION BRANCH the current location of the NZIC office.

21.2 The Council shall on the written application of ten members asking for the establishment of a new Branch, obtain the opinion of the members of the Institute by means of a ballot and if the majority of the votes cast support such a proposal, the Council shall forthwith create such a Branch which it shall suitably name.

21.2.1 The minimum number of members required to constitute a Branch shall be thirty-five.

21.3 The financial year of a Branch shall align with the NZIC financial year.

21.4 Each Branch (with the exception of the Education Branch) shall in each year, at such time as the Branch may determine, hold an Annual General Meeting of its members, of whom ten shall constitute a quorum, and at such meeting officers of the Branch shall be elected.

21.4.1 Each Branch Committee shall consist of a Chair Secretary, Treasurer (or Secretary-Treasurer), who shall be Members of the Institute, and at least four ordinary members. The Committee shall appoint one of its members as Delegate to the Council. A Branch may elect the immediate-past Chair and the Branch Editor as additional members of the Branch Committee.

21.4.2 Each Branch shall elect a Branch Editor, and shall have power to set up sub-committees.

21.4.3 All members of the Branch Committee shall retire annually but shall be eligible for re-election.

21.5 The Education Branch Committee shall be made up of the chairperson, the secretary and three committee members from each of the two sections.

21.5.1 The Committee shall meet annually to discuss matters that are in the interest of both Sections and to ensure that the needs of the wider chemistry education community are met.

21.5.2 The committee shall elect a chairperson and a secretary (one from each section) who will be responsible for the coordination of the two sections and for the representation of the Branch at Council

21.6 At all meetings of the Branch Committee four shall constitute a quorum.

21.7 In the event of any office of a Branch Committee becoming vacant during the year, the Committee shall have power to co-opt a member of the Branch to fill the office and the member so co-opted shall hold office until the next Annual General Meeting of the Branch.

21.8 The Council may authorise Branch Committees to form Sections within the Branch. In such an event, the Council shall approve by-laws to govern the operation of these Sections..

21.9 Duties of Branch Committees:

21.9.1 To advise the Council in matters pertaining to the admission of any members of the Institute when so requested.

21.9.2 To convene local meetings of the members of the Institute from time to time at its own discretion or on requisition by ten members of the Branch, to discuss matters affecting the interests of its members, and to transmit the resolutions of such meetings to the Council.

21.9.3 To provide for conferences and meetings calculated to advance the cause of chemistry.

21.9.4 To advise the Council concerning any matter which may affect the interests of the Institute or its Branches.

21.9.5 To forward to the Council a copy of the Annual Report of the Branch.

21.9.6 To forward to the Council a list of officers elected at the Annual General Meeting, including the name of the delegate to the Council.

21.10 Any Branch may raise funds by special subscriptions from the members constituting such Branch and such funds shall be at the absolute disposal of that Branch.

21.11 Rights of Branch Members:

21.11.1 Any member may speak at all meetings of the Branch including the Annual or Extraordinary General Meetings of the Branch.

21.11.2 Any member may vote at Annual or Extraordinary General Meetings of the Branch.

Rule 22 – GENERAL MEETINGS

Modes of summoning and holding and of voting thereat. A General Meeting shall mean a meeting to which all members have been summoned. Ordinary General Meetings of the Institute shall be held at such time and place as the Council may from time to time determine. An Annual General Meeting of the Institute within ninety (90) days of the end of the financial year, or at such other time as the Council may from time to time determine. The Annual General Meeting shall receive and adopt the Annual Report and Balance Sheet.

Upon receipt of a requisition in writing signed by any twenty (20) or more members, the Council shall convene an Extraordinary General Meeting always provided that any such requisition by members in order to be effective must clearly state the object or objects of the meeting proposed to be called. The Council shall, not less than thirty (30) days nor more than sixty (60) days before any Ordinary or Extraordinary general meeting, send to each member either by post, electronic means, or by notification in the Journal, a notice giving the day, place and hour of meeting and the business to be transacted thereat, but the non-receipt of such notice by any member shall not invalidate any resolution passed.

For an Annual General Meeting notice of at least thirty (30) days giving the day, place and hour of the meeting shall be given. Such prior notice may be given in an appropriate issue of the Journal. At an Ordinary General Meeting thirty (30) members personally present shall form a quorum with power to act. At any Extraordinary General Meeting forty (40) members personally present shall form a quorum with power to act. If at any General Meeting a quorum be not present within half an hour after the time appointed for the meeting, the meeting shall lapse.

The President of the Institute shall preside as Chair at every General Meeting of the Institute, but if the President be not present the Vice-President or Past-President shall so act, and if neither of these officers be present then the meeting shall elect its own Chair. If at any General Meeting the whole business appointed to be done be not completed the Chair may with the consent of those present adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

A motion or an amendment proposed and seconded at any General Meeting shall be put by the Chair and decided by a majority of the members present on a show of hands. A declaration by the Chair that a resolution has been carried or not carried, and an entry to that effect in the minutes shall be conclusive evidence that the resolution has been passed or not without proof of the number or proportion of the votes recorded for or against such resolution or amendment unless a division be called for or a ballot be forthwith demanded by not less than ten members personally present and entitled to vote at the meeting. A demand for a division or a ballot may be withdrawn. No division, however, may be demanded as to the appointment of a Chair or scrutineers or the adjournment of a meeting.

If a ballot be demanded such ballot shall be taken by sending to each member a copy of the proposed resolution and a voting means. Such voting means shall be sent within fourteen (14) days and shall be returnable to the scrutineers not later than twenty-eight (28) days after the day on which the ballot was demanded. The General Meeting at which a ballot is demanded shall appoint two scrutineers, one at least of whom shall be a member of the Council and such scrutineers shall inspect the votes and report to the Council the result of the voting, which results shall be deemed to be the resolution of the Institute in General Meeting and shall take effect from the last day on which votes were returnable.

Rule 23 – VOTE

Every member shall be entitled to one vote, provided, however, that a member is financial (see rule 7.1.3).

Rule 24 – WINDING UP

The Institute shall be wound up voluntarily whenever a majority of the members in a ballot express their desire that the Institute shall be so wound up. Such ballot shall be held only after a resolution in favour of winding up the Institute has been duly carried at an Extraordinary General Meeting specially called to consider the advisability of winding up, such resolution being confirmed at a subsequent General Meeting called together for that purpose and held not earlier than thirty (30) days after the resolution so to be confirmed.

24.1 Disposition of Property in the Event of Winding Up. If upon winding up or dissolution of the Institute there remain after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Institute but shall be given or transferred to any one or more institutions, associations or societies whether incorporated or not, whose objects are similar to the objects of the Institute or to the Universities of New Zealand as may be determined by a General meeting of the Institute at or before the time of winding up dissolution

Rule 25 – INDEMNITY OF OFFICERS

No member of the Council and no member of a Branch Committee shall be personally liable for the acts, receipts, neglects or defaults of any other member, officer, or Committee.