1. Name
    1.1 The name of the society is New Zealand Korean Lawyers Association Incorporated (“Association”).

  2. Purposes
    2.1 The primary purposes of the Association are to:
    (a) Promote the growth of New Zealand Korean legal community;
    (b) Foster networking and mutual support among its Members;
    (c) Identify and respond to the legal needs of the New Zealand Korean community;
    (d) Support the New Zealand Korean community and New Zealand Korean initiatives;
    (e) Communicate with similar bodies throughout the world;
    (f) Promote any other activities consistent with the spirit of the purposes mentioned.

  3. Membership
    3.1 There are two classes of membership namely:
    (a) Ordinary Member
    (b) Honorary Member
    3.2 Subject to the provisions of this constitution any individual who has been admitted to practise as a Barrister and Solicitor of the High Court of New Zealand shall be eligible for ordinary membership in the Association.
    3.3 Honorary membership may be conferred by the Committee on an individual honoured for services to the Association or in an associated field elected by resolution of a General Meeting passed by a two-thirds majority of those present and voting. Honorary Members shall have no membership rights, obligations or duties.

  4. Application for membership
    4.1 To join as a Member of the Association, applicants must apply in writing to the secretary and must supply any information or attend an interview as required by the Committee.
    4.2 The Committee may accept or decline an application for membership. The Committee must advise the applicant in writing of its decision but is not required to provide any reason for that decision.
    4.3 The Date of Membership is the date on which the notice of acceptance of application from the Committee is served on the applicant and is the date an applicant becomes a Member of the Association.

  5. Subscription Fee
    5.1 The annual fee shall be set by resolution at the Annual General Meeting of the Association.
    5.2 The annual fee must be payable upon admission and as required thereafter.
    5.3 The annual fee must cover the period from the Date of Membership up to and including the end of said accounting period, which would be set time to time by the Committee.
    5.4 Any Member failing to pay the annual fee 2 calendar month(s) from the date of the Annual General Meeting or from the Date of Membership (whichever is later) shall have no membership rights including voting or participation rights and shall be deemed a non-financial Member. Following from this breach, the Committee may cancel the membership of non-financial Members at any time without giving prior notice.
    5.5 A Member may request cancellation of its membership in writing to the secretary. No refund of the annual fee is provided upon cancellation.
    5.6 Any former Member may re-apply for membership. However, if a former Member’s membership was terminated following a dispute resolution process, the applicant may be re-admitted only by a General Meeting on the recommendation of the Committee.

  6. Annual General Meetings
    6.1 An Annual General Meeting shall be held once a year on a date and at a location determined by the Committee.
    6.2 The business of an Annual General Meeting shall be to:
    (a) Confirm the minutes of previous Association meeting(s);
    (b) Adopt the annual report on Association business;
    (c) Adopt the Treasurer’s report on the finances of the Association, and the annual financial statements;
    (d) Set any subscriptions for the current financial year;
    (e) Consider any motions; and
    (f) Consider any general business.
    6.3 The Committee must, at each Annual General Meeting, present the following information for the most recently completed accounting period:
    (a) An annual report on the affairs of the Association, and
    (b) The annual financial statements.
    6.4 The Association’s financial year shall commence on 1 April of each year and end on 31 March (the latter date being the Association’s balance date).

  7. General Meetings
    7.1 General Meetings may be called at any time by the Committee by resolution.
    7.2 The Committee must call a General Meeting if the Secretary receives a written request signed by at least 50 per cent of Members. Any written request must state the purpose of the General Meeting.
    7.3 The Committee shall give all Members at least 7 clear days’ notice of any General Meeting and the business to be conducted.
    7.4 All Members may attend, speak and vote at General Meetings (unless deemed to be a non-financial Member) in person or they may use real-time electronic communication to put forward their vote. No proxy voting shall be permitted.
    7.5 A General Meeting is to be chaired by the President or the Vice-President and shall have at least a quorum of 5 Members in attendance.
    7.6 If within half an hour after the time appointed, a quorum is not present at a meeting requisitioned by Members, the meeting shall be dissolved. In any other case, it shall stand adjourned to a day, time and place determined by the President, and if at such adjourned meeting a quorum is not present it shall be deemed to constitute a sufficient quorum.
    7.7 The President may adjourn the meetings 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.

  8. Committee
    8.1 The executive conduct of the affairs of the Association shall be vested in the Committee. The Committee may exercise all the Association’s powers or delegate such power to a Committee Member or a sub-committee.
    8.2 The Committee shall consist of the President, the Vice-president, the Secretary, the Treasurer and may include up to 3 other Members.
    8.3 The composition and role of the Committee and its membership may be altered from time to time by resolution.
    8.4 No vacancy in the Committee caused by shortage of candidates or otherwise shall invalidate Committee proceedings or actions provided that there is a quorum at Committee Meetings.
    8.5 The term of office for all Committee Members shall be 2 year(s), expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Committee Member’s term of office.
    8.6 No Committee Member shall serve for more than 3 consecutive terms and no President shall serve for more than 2 consecutive terms as President.

  9. Election and Appointment
    9.1 Committee Members shall be elected by remote ballot in accordance with the procedure below.
    9.2 The Committee shall:
    (a) Set the Election Date for elections to the Committee in the following January, and
    (b) Appoint a Returning Officer for those elections to the Committee.
    (c) Within 5 clear days of determining the Election Date, the Secretary shall give notice to all Association Members calling for nominations for Committee positions requiring to be filled and such notice shall include a nomination form and shall specify the date such nominations must be returned.
    (d) Nominees must be Association Members (not deemed to be non-financial) and a candidate’s nomination shall be accompanied by the written consent of the nominee and a biography not exceeding one page.
    (e) At least 15 clear days prior to the Election Date, the Secretary shall give notice to all Members of the nominations received for Committee positions and, in the event that there are a greater number than required for specific positions, forward a voting paper accompanied by the biographies of the candidates for election. The voting paper shall specify the latest date for the vote to the counted as a valid vote.
    (f) The failure for any reason of any Member to receive such notice shall not invalidate the election.
    (g) In the event of any vote being tied the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
    (h) In the event that there is a shortage of candidates for the role of Secretary or Treasurer, the elected President may select and appoint an accepting Member or Members to be a Secretary and/ or Treasurer. Where there is a shortage of candidates, the same Member may serve as the Secretary and the Treasurer concurrently. The appointment must be passed as a Committee resolution and does not require the vote of the wider Members.

  10. Powers and roles of the Committee
    10.1 The Committee shall have the following powers:
    (a) To form sub-committees as it deems fit;
    (b) To co-opt Member to such sub-committees;
    (c) To make, vary or repeal any rule for the pursuit of the objectives of the Association; and
    (d) To transact the affairs of the Association;
    10.2 Each Member present at meetings, including the President shall have one vote on any matter and in the case of equality of votes, the President shall have a second vote.
    10.3 The President is required to:
    (a) Ensure that the rules are followed;
    (b) Serve as official spokesperson when required;
    (c) Act as signatory for the Association in all legal and financial purposes;
    (d) Preside at meetings and establish whether or not a quorum is present;
    (e) Chair meetings and decide who may speak and when;
    (f) Oversee the operation of the Association; and
    (g) Prepare and provide the Annual General Meeting on the operation of the Association.
    10.4 The Vice-President is required to:
    (a) Ensure that the rules are followed;
    (b) Act as the president of the Association in the absence of the President or when the President is unable to act in that role;
    (c) Be an alternate signatory for the Association for legal and financial purposes; and
    (d) Assist the President in all of the President’s duties.
    10.5 The Secretary is required to:
    (a) Record the minutes of all General Meetings;
    (b) Keep a record of all Association correspondences;
    (c) Keep an updated register of all Members, recording for each Member their name, contact details, the date they became a Member, and any other information required by these rules or prescribed by law;
    (d) Hold the association’s common seal, records, documents and books except those required for the Treasurer’s function;
    (e) Manage the application and cancellation of membership;
    (f) Receive and reply to correspondence as required by the Committee,
    (g) Forward the annual financial statements for the Association to the Registrar of Incorporated Societies; and
    (h) Advise the Registrar of Incorporated Societies of any rule changes.
    10.6 The Treasurer is required to:
    (a) Keep proper accounting records of the Association’s financial transactions to allow the Association’s financial position to be readily ascertained;
    (b) Prepare annual financial statements for presentation at each Annual General Meeting; and
    (c) Provide financial information to the Committee as the Committee determines.

  11. Complaint against Committee Member
    11.1 Where a complaint is made about the actions or inaction of a Committee Member (in their capacity as a Committee Member) the following steps shall be taken:
    (a) The Committee Member, who is the subject of the complaint, must be advised of all details of the complaint and must be given adequate time to prepare a response.
    (b) The complainant and the Committee Member who is the subject of the complaint, must be given an adequate opportunity to be heard either in writing or at an oral hearing by the Committee (excluding the Member of the Committee who is the subject of complaint) if it considers that an oral hearing is required.
    (c) If the complaint is upheld, the Committee Member may be removed from the Committee by a resolution of the Committee passed by a two-thirds majority of those present and voting.

  12. Cessation of Committee membership
    12.1 A Committee Member shall be deemed to have ceased to be a Committee Member if that person ceases to be a Member.
    12.2 Each Committee Member shall within 7 clear days of submitting a resignation or ceasing to hold office, deliver to the Secretary (or the President) all books, papers and other property of the Association held by such former Committee Member.

  13. Committee Meetings
    13.1 The Committee shall meet as required at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the President or Secretary. The quorum for Committee Meetings is at least half the number of Committee Members.
    13.2 Any Committee Member unable to attend a Committee Meeting may express views or opinion to the meeting by any written means.

  14. Alterations to the Rules
    14.1 The Association may amend or replace these rules at a General Meeting or an Annual General Meeting by a resolution passed by two-thirds majority of those Members present and voting.
    14.2 Any proposed motion to amend or replace these rules shall be given in writing to the Secretary at least 14 clear days before the General Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
    14.3 At least 7 clear days before the General Meeting at which any amendment is to be considered the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
    14.4 When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies.

  15. Common seal
    15.1 The common seal of the Association must be kept in care of the Secretary.
    15.2 The common seal may be affixed to any document by resolution of the Committee in a General Meeting and must be signed by the President, and the Secretary.

  16. Winding up
    16.1 The Association shall be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Incorporates Societies Act 1908.
    16.2 Any resolution to wind up the Association or remove it from the Register of Incorporated Societies must be passed by a 75 per cent majority of all Members present and voting.
    16.3 Surplus assets may be disposed of by resolution or according to the provisions in the Incorporated Societies Act 1908 but no distribution may be made to any Member.