Rules of Kiwis Against Seabed Mining (incorporated)


The full name of the society shall be KIWIS AGAINST SEABED MINING (INCORPORATED).


The registered office of the Society shall be the office of the Secretary, for the time being that is 20A Violet Street, Raglan, and this shall remain the registered office until any change is notified to the Registrar of Incorporated Societies.


The objectives of the Society shall be:

a) To inform the community of the seabed mining proposals in the Aotearoa – New Zealand marine environment.

b) To raise public awareness of the consequences of sea bed mining by educating and informing the public.

c) To support communities taking responsibility for their own coastal and marine environment.

d) To be a vehicle for the promotion of appropriate objective scientific and legal research endeavors and/or form partnerships with existing organizations to achieve the same.

e) To seek legislative changes to protect and preserve the New Zealand marine environment.

f) To foster relationships with current and future governments and government agencies both at central and local government level.

g) The protection and preservation of marine coastal environments for future generations to enjoy.

h) When appropriate, be prepared to advocate when requested by communities affected by seabed mining proposals.

i) To seek and secure external contracts with crown agencies and other parties.

j) To act as consultants or advocates, or to contract out our services, to central and local government agencies and communities.

k) To promote, provide and create opportunities for education on environmental and marine issues, and related or associated crown policies.

l) To follow a path of non-political alignment.


The society will give effect to the principles of the Treaty of Waitangi.


The society will conduct its business and affairs as a “not for profit” organization.


The society will conduct its affairs in the manner of a charitable trust, specifically in regards to the advancement of education in that:

a) The society will attend to the advancement and passing on of education and learning.

b) The society’s research is aimed to lead to an increase in the store of knowledge and improved learning in a field of education (and that such research is passed on).

c) The society will attend to acquiring knowledge, as the intention is that learning will be passed on.


a) Life Members: The Committee may upon a unanimous vote to that effect, followed by a resolution of a General Meeting of members, confirming the same, elect any member who may have done exceptional service to the Society as a life member, whereupon such member shall from the time of their election be a life member of the Society without liability for annual subscription or otherwise.

b) Honorary Members: May be elected at any General Meeting of the Society, but an Honorary member shall not be permitted to hold office in the Society or to vote at any Meeting of the members.

c) General membership 
1. Ordinary. 
2. Corporate. 
3. Affiliate.

Membership Application:

i) Any person wishing to become a member of the Society shall make application on the form available.

ii) The current dues of the Society must accompany all such applications and any application without dues cannot be considered until such time as those dues are received.

iii) The executive committee shall have power to accept or decline any persons making application for membership.

iv) Membership may be rendered as ineligible by any person expelled from or suspended by another affiliated society or club.


a) Any member may at any time resign their membership of the Society upon giving notice in writing to the Secretary to the effect and at the same time paying all subscriptions and other moneys due and payable by them up to the date of receipt of such notice by the Secretary.

b) If any member shall not abide by the Constitution and the Rules of the Society or shall by conduct bring into disrepute or potential disrepute the character or good order of the Society, not comply with or shall refuse to comply with or adhere to any Resolution Agreement or Contract that may be passed, adopted or entered into by the Society, such member may be asked to resign by a formally constituted resolution of the Committee and in the event of such member refusing or neglecting to resign, they may be expelled from the Society by similar resolution. Such member shall have a right to appeal against such expulsion to a Special General Meeting of members called for such purpose and a bare majority vote of members present at such meeting shall be binding on such member and on the Society. The member shall give notice of any such appeal in writing within fourteen days after receipt of notice of the expelling resolution.

c) Any member whose subscription is unpaid after the expiration of three calendar months from the Annual General Meeting shall cease to be a member of the Society and may be struck off the membership roll by the Committee, provided that in the majority opinion of the Committee such members name may be restored to the Roll at any time upon payment of all arrears of Subscription and other moneys due by such member at the time of such restoration. Any moneys due by such member at the date of being struck off the Roll shall be recoverable by the Society notwithstanding such striking off.


a) The financial year of the Society shall commence on the 1st April at which date subscriptions become due.

b) Subscriptions for each category of membership will be fixed each year at the Annual General Meeting of the Society.

c) The Committee shall have the right to alter the rate of subscription to the club in exceptional circumstances.


a) The Officers of the Society shall consist of a Chairperson, a Secretary and a Treasurer provided that one person may hold the offices of Secretary and Treasurer. The officers shall be elected at the Annual General Meeting of the Society (subject as hereinafter provided for).

b) The Annual General Meeting may also each year elect a Patron of the Society.

c) An Auditor shall be appointed at the Annual General Meeting of the Society.

d) The general affairs of the Society shall be managed by a Committee who shall from time to time make such bylaws and regulations consistent with the general rules as it may think necessary or expedient for the well-being of the Society, and its regulations and decisions on all questions shall be binding until set aside by a special General Meeting of the Society called for the purpose to be assembled as hereinafter directed. The Committee shall comprise the Chairperson, Secretary and Treasurer and a maximum of eight members elected at the Annual General Meeting (subject as hereinafter provided for). The Committee shall have power to co-opt no more than three persons, one of whom may be a Junior member, who shall be members of the Society. Should any member of the Committee resign their office, or cease to be a member of the Society during their term of office, or fail to attend three consecutive duly convened meetings without being granted leave of absence, the Committee shall be empowered to replace such member.

e) The Secretary shall convene all meetings of the Society and shall keep regular and correct minutes thereof and shall keep the necessary records and conduct all correspondence of the Society according to directions given by the Committee.

f) The Treasurer shall prepare and submit to the Annual General Meeting a Statement of Accounts and Balance Sheet for each financial year ending on 31st March. The Treasurer shall collect subscriptions and bank all moneys received by or on behalf of the Society in such Trading or Savings Bank Account as the Committee shall determine. All cheques on the Bank Account shall be signed by any two of the Chairperson, Secretary and Treasurer or such members of the Committee as agreed at a duly constituted meeting. It shall be the duty of the Treasurer to submit the books of the Society to the Auditor for audit of the Statement of Accounts and Balance Sheet.


a) Annual General Meeting: The Annual General Meeting of the Society shall be held during the month of July in each year. At such meeting the Report of the out-going Committee, the Treasurer’s Report and the Balance Sheet shall be received and the Officers and Committee for the ensuing year be elected. In addition to the foregoing, any other business of the Society may be conducted including special business, provided that the necessary notice thereof has have been duly given. The Secretary shall give fourteen clear days notice to members of the date fixed for the Annual General Meeting. Any special business may be conducted at such meeting on the request of four members which requisition shall be in the form required for calling Special General Meetings and shall be delivered to the Secretary not less than fourteen days before the Annual General Meeting. The purpose of the special business shall be advertised fourteen days prior by public notice. The quorum for a General Meeting shall be five. If no quorum be present within thirty minutes of the time of the meeting, the meeting shall stand adjourned until the same time in the following week or as the members present may determine from time to time until a quorum is obtained.

b) Special General Meeting: Special General Meetings of the Society may be called by the Committee or shall be convened upon the requisition of four members which requisition shall be in writing and set forth the business for which the Meeting is required and shall be handed to the Secretary. Not less than fourteen days notice of such meeting shall be given in the same manner as notice is given of the Annual General Meeting. The purpose of the Special General Meeting shall be advertised fourteen days prior by public notice. At a Special General Meeting five members shall form a quorum, such members shall be personally present.

c) Committee Meetings: The Committee shall meet at least once in every month excepting January or at such times as may be necessary for the transaction of business of the Society. The Chairperson or any two members of the Committee shall have power to instruct the Secretary to call a meeting of the Committee of which not less than 24 hours notice shall be given to members thereof. Five members of the Committee personally present shall form a quorum at Meetings of the Committee.


The Chairperson, Secretary, Treasurer and members of the Committee shall be elected by open ballot at each Annual General Meeting. Nominations for any such position must be proposed and seconded and accepted by the nominee. In case there shall be more than the requisite number of candidates nominated for the vacancies proposed, the election shall be determined as aforesaid and lot shall decide all ties. Candidates may be nominated by proxy vote but voters must be present at the meeting.


a) At all meetings, the Chairperson shall preside and in their absence the members present shall choose a Chairperson. At such meetings a resolution shall be declared carried if passed by a majority of the members present. The Chairperson of the meeting shall have a deliberative as well as a casting vote.

b) No member shall be entitled to vote unless their subscription is paid or unless the period of grace allowed therefore shall not have expired.


The Society may by resolution approved by a majority of two thirds of the members personally present at a Special General Meeting convened for the purpose or at the Annual General Meeting provided notice shall have been given in the manner required for Special General Meetings, borrow money with or without security and in particular upon Bonds, Bills, Promissory Notices, or other obligations or securities of the Society or upon its property and effects or any part thereof, or in such manner as the Society shall think fit and for such purposes the Society may make, accept, endorse and execute Promissory Notes, Bills of Exchange or other negotiable instruments and execute any mortgage or charge upon the property of the Society or any part thereof. The purpose of the meeting shall be advertised fourteen days prior by public notice.


The society shall solicit or seek funding, goods or services on the authority of the duly elected committee as necessary or appropriate to fulfill the objectives of the society.


a) The Committee of the Society may delegate to a Sub-Committee or Sub-Committees of one or more of its members such of its powers, other than the power of general management of the affairs and finances of the Society, as may from time to time be determined by the Committee and every such delegation may at any time at the pleasure of the Committee be revoked or altered.

b) Every Sub-Committee so appointed shall from time to time at any meetings of the Committee report to the Committee fully and faithfully upon its activities.


The Society shall have a Common Seal which shall be kept in the custody of the Secretary and shall be affixed to all documents only by resolution of the Committee and the same resolution shall be attested to by any two of the Chairperson, the Treasurer and the Secretary or any other duly authorised Committee member.


The Committee has the right to contract services or employ any person or persons whom it deems necessary to carry out the objectives of the Society.


The Society may alter these Rules or add thereto or delete any of the same at a Special General Meeting convened for the purpose or at the Annual General Meeting provided notice shall have been given in the manner required for Special General Meetings. No addition to or alteration or recession of the rules shall be approved if it affects some non-profit aims, personal benefit clause or the winding-up clause. No rule shall be changed unless by a two thirds majority of the members present.


The Society may be wound-up by a resolution approved by a two thirds majority of the members personally present at a Special General Meeting of the Society, provided such resolution is confirmed by a further Special General Meeting convened for the purpose not less than thirty days after the date of the winding-up resolution. Upon the winding-up resolution having been confirmed, the Society’s property after payment and satisfaction of all debts and liabilities of the Society, shall vest in trust, in an appropriate charitable or community body as the further Special General Meeting deems suitable.


The Society undertakes that it will at all times indemnify and keep harmless and indemnified each and every member for the time being of the Committee and all other lawful servants and agents of the Society in respect of all acts, deeds and things lawfully done or accomplished by them or any of them pursuant to the lawful directions of the Society and without limiting the generality of the foregoing indemnity each person so indemnified shall be fully indemnified and kept harmless in respect of all claims, damages, penalties, costs or expenses made against or incurred by them in respect of such acts, deeds and things as aforesaid.


Any case occurring which is not provided for in these Rules shall be referred to the Committee, whose decision on the matter shall be final until such decision shall be superseded by a General or Special Meeting of the Society.


No member of the Society or any person associated with a member shall participate in or materially influence any decision made by the society in respect of the payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever. Any such income paid shall be responsible and relative to that which would be paid at an arms length transaction (being the open market value). But 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.