CONSTITUTION

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INCORPORATED SOCIETIES ACT 1908

RULES

THE ADDICTION PRACTITIONERS ASSOCIATION OF AOTEAROA-NEW ZEALAND INCORPORATED

1. Name

The name of the Association shall be the Addiction Practitioners Association of Aotearoa-New Zealand Incorporated (“the Association”).

2. Objects

  1. To promote professional and ethical practice as a means of reducing drug and alcohol related harm to individuals, families and communities.
  2. To adopt and promote a set of values, a code of ethics and any other code of practice that it may see fit to adopt and promote to enhance professional and ethical drug and alcohol practice.
  3. To define acceptable standards of professional and ethical drug and alcohol practice.
  4. To assess, accredit and review the practice and conduct of drug and alcohol practitioners.
  5. To promote the value of and advocate for greater recognition of a professional and ethical drug and alcohol workforce
  6. To promote and protect any benefits conferred by membership.
  7. To support, promote and advocate for the development of drug and alcohol education and training to extend and enhance professional and ethical practice.
  8. To raise the profile, strengthen the collective identity and increase the international recognition of drug and alcohol practitioners.
  9. To contribute to professional and public debate on drug and alcohol issues.

3. POWERS

  1. To use the funds of the Association as the Association may consider necessary or proper in payment of the costs and expenses and furthering or carrying out the objects of the association or any of them including the employment of counsel, solicitors, agents, officers and employees as shall appear necessary or expedient.
  2. To subscribe to become a member of and co-operate with any other Association whether incorporated or not whose objects are altogether or in part similar to those of this Association and to procure from and communicate to such Association such information as may be likely to forward the objects of the Association.
  3. To purchase, take on lease or exchange or hire or otherwise acquire any real or personal property and any rights or privileges which the Association shall think necessary or expedient for the purposes of attaining the objects of the Association or its members and to sell, exchange, mortgage, let on bail or lease with or without option of purchase or in any manner dispose of any such property rights or privileges as aforesaid.
  4. To construct, improve, alter or maintain any building or works necessary or convenient for the purposes of the Association.
  5. To solicit and accept funding, donations and gifts and a transfer or conveyance of real or personal property whether subject to any trust or not to any one or more of the objects of the Association.
  6. To establish, promote, associate with, or assist in establishing and promoting and to subscribe to or become a member or any other Association within or outside of New Zealand whose object are wholly or in part similar to those of the Association, or establishment or promotion which may be beneficial to the Association, or to the drug and alcohol profession and to form or establish any branch of this Association, within or outside of New Zealand.
  7. To borrow or raise money from time to time by the issue of debentures, bonds, mortgages, or any other security founded or based on all or any of the property and/or rights of the Association or without any such security and upon such terms as to priority and otherwise as the Association shall think fit and the powers contained in this clause may be exercised by the Executive.
  8. “Notwithstanding any other provision, the Association shall not expend any money:
    1. other than to further purposes recognised by law; nor
    2. for the sole personal or individual benefit of any Member”.
  9. Any transactions between the Association and any Member, officer or Member of the Executive, or any associated persons shall be at arms’ length and in accordance with prevailing commercial terms on which the Association would deal with third parties not associated with the Association and any payments made in respect of such transaction shall be limited to:
    1. a fair and reasonable reward for services performed;
    2. reimbursement of expenses properly incurred;
    3. usual professional business or trade charges; and
    4. interest at no more than current commercial rates.
  10. To do all such things as are incidental or conducive to the attainment of the above objects or any of them and to promote any other activity not contrary to these objects.

4. Registered Office

The Registered office shall be at such a place in New Zealand as the Executive of the Association may from time to time decide.

5. Common Seal

  1. The Common Seal of the Association shall be that adopted by the Executive who shall be responsible for the safe custody and control of it.
  2. Whenever the Common Seal of the Association is required to be affixed to any deed, document or other instrument, the seal shall be affixed pursuant to a resolution of the Executive or of a general meeting of the Association, and witnessed by any two members of the Executive or by one such member and the Secretary.

6. Liquidation of Association

The Association may go into liquidation if, at a general meeting of the Association the members pass by a simple majority a resolution to do so, provided that this winding up resolution is confirmed at a subsequent general meeting called for the purpose and as required by Section 24 of the Incorporated Societies Act 1908.

In the event of the Association going into liquidation under Section 24 of the Incorporated Societies Act 1908, the surplus assets after payment of the Association’s liabilities and the expenses of the liquidation shall not be divided amongst the members equally. At a general meeting of which notice has been given specifying the nature of the business to be transacted, a majority of three-fourths of the members present at the meeting may resolve to transfer such surplus assets to a Society having similar objects to that of the Association.

7. Alteration of Rules

  1. These Rules may be altered, added to or rescinded or otherwise amended by a resolution passed by a three-fourths majority of those present at a general meeting of which ten day’s notice has been given.
  2. Every such notice set forth the purport of the proposed alteration, addition rescission or other amendment.
  3. Duplicate copies of every such alteration, addition, rescission or amendment shall be forthwith be delivered to the Registrar of Incorporated Societies in accordance with the provisions of the Incorporated Societies Act 1908.

8. Notice

Every notice required to be given to members or any one of them shall be deemed to have been fully delivered if posted to such member in a pre-paid letter addressed to him or her at his or her last address known to the Association.

9. Membership

Membership of the Association shall be open to persons engaged or interested in the treatment of drug and alcohol problems.

10. Application for Membership

Every application for membership shall be made in writing to the Executive on a form prescribed by the Executive. Provided the applicant is approved by the Executive, the applicant’s name shall be entered in the Register of Members. The Executive shall not be called upon to give any reason for approving or not approving any application submitted to it.

11. Rules and Duties of Members

  1. No members other than those who have been accredited as competent by the Association shall use their membership to promote or provide recognition of their professional status.
  2. All members shall be subject to these Rules and any Regulations or By-laws of the Association.
  3. Every member shall be provided with a copy of these Rules free of charge provided that the charge of $2.50 shall be made for any further copies.
  4. The Secretary shall keep a Register of all members. Such Register will be open for inspection during normal office hours by any member.

12. Cessation of Membership

  1. Any member wishing to resign from the Association shall give notice in writing to the Executive to that effect and shall pay all subscriptions and levies due up to the date of such notice.
  2. The Executive shall have power to remove from the Register of Members any member whose subscription is in arrears; such power to be exercised only after a resolution to that effect has been passed by the Executive at a duly constituted meeting.
  3. Any member who has resigned or been removed pursuant to these Rules shall return to the Secretary any materials which he or she may have acquired as a right or privilege of membership and also property belonging to the Association.

13. Suspension of Membership

The Executive is empowered to suspend members if deemed desirable. All privileges of Membership will be suspended from that date until the matter under review is resolved to the satisfaction of the Executive.

14. Review of Membership

Any complaint about any Member, whether from another Member or any other person, shall be lodged in writing with the Secretary, and the procedures set out below shall be observed:

  1. the Executive shall have the following discretions:
    1. if the nature of the complaint indicates that the subject matter should be dealt with by any Court or Tribunal, the Executive may decline to investigate or deal with the complaint until any such body has dealt with the issues which are the subject of the complaint. If the decision of any such body:
      • effectively disposes of the complaint, the Executive may decide to take no further action, or may be on the basis of that decision without further investigation take such action as it deems appropriate, with or without calling on the complainant or Member to provide further information or to make submissions, or
      • does not effectively dispose of the complaint, the Executive may decide to undertake such further investigations as it thinks fit, and then follow the procedures set out in paragraph (b)(iv) to (viii) of this Rule.
    2. the Executive may decline to investigate or consider the complaint if the nature of the complaint indicates that the subject matter is petty, frivolous, or inconsequential;
    3. the Executive may decline to investigate or consider the complaint if, during enquiries being made by or on behalf to he Executive, it becomes apparent to the Executive that it is not appropriate further to investigate or consider the complaint;
    4. If the investigation or consideration of the complaint are likely to require extensive enquiries, a considerable time input, be beyond the financial capability of the Association, or after advice to the Executive from professional advisors, the Executive may at any time decline to further investigate or consider the complaint.
      • decline further to investigate or consider the complaint, or
      • require the complainant to deposit with the Association such sum as the Executive thinks fit to reimburse the Association wholly or partly for the costs of those making the enquiries or considering the complaint and/or the Association’s professional adviser’s fees before further investigating to considering the complaint.
  2. The following procedures shall be observed when a complaint is investigated and considered:
    1. the Member shall be given a copy of the complaint;
    2. the Member shall have the opportunity to provide a detailed written response to the complaint within not less than two weeks after receiving a copy of the complaint or such further time as may be allowed by the Executive or any special committee established by it for the purpose of hearing and deciding upon the complaint;
    3. further enquiries may be made by or on behalf of the Executive or any such special committee, and the results of those enquiries shall be made known to the complainant and the Member;
    4. the Executive or any such special committee shall allow the complainant and the Member the opportunity to be heard by the Executive or any special committee (and no person who has any direct or indirect interest in the complaint or who is in any way biased shall hear and determine the complaint.

15. Management by the Executive

  1. From the end of each Annual General Meeting until the end of the next, the Association shall be administered, managed and controlled by the Executive, which shall be accountable to the Members for the implementation of the policies of the Association as approved by any General Meeting.
  2. Subject to these Rules and the resolution of any General Meeting, the Executive may exercise all the Association’s powers, other than those required by statute or by these Rules to be exercised by the Association in General Meeting.
  3. The Executive shall meet at such times and places and in such manner (including by telephone or video conference) as it may determine and otherwise where and as convened by the Chairperson or Secretary.
  4. The Executive may co-opt any person to the Executive for a specific purpose, or for a limited period or generally until the next Annual General Meeting.
  5. The quorum for Executive meetings is at least half the number of the Executive Members.
  6. Only Executive Members elected under Rule 16 or appointed under Rule 19 who are present in person or by telephone or video link shall be counted in the quorum and entitled to vote.
  7. The Executive may appoint subcommittees consisting of such persons (whether or not Member of the Association) and for such purposes as it thinks fit. Unless otherwise resolved by the Executive:
    1. the quorum of every subcommittee is half the Members of the subcommittee,
    2. no subcommittee shall have power to co-opt additional Members,
    3. no subcommittee may commit the Association to any financial expenditure without express authority, and
    4. no subcommittee may delegate any of its powers.
  8. The funds, properties and assets of the Association shall be under the control of the Executive who shall have the power to rent, lease, furnish and deal with buildings, land and other property of the Association as the Executive may think fit without reference to a general meeting of members except in the case of the winding up of the Association.
  9. All legacies, endowments, donations or gifts of money or other real or personal property unless given to the Association for any specific object shall be dealt with by the Executive as the Executive may think fit for the general purposes of the Association.
  10. Any money of the Association may be invested by the Executive in such a manner as it from time to time may determine.

16. Executive

The Executive of the Association shall consist of eight persons. The Executive will normally be elected at the Annual General Meeting, when members will be reminded of the need for Mäori representation and the desirability of an Executive that reflects the diversity in the makeup of the drug and alcohol profession. The Executive shall also have the power to conduct the Election by postal ballot, and they shall appoint of their number a Chairperson and Vice-Chairperson for the ensuing year. All members of the Executive shall be members of the Association.

17. Chairperson

At the meetings of the Executive, the Chairperson, or in his or her absence the Vice-Chairperson, shall take the chair and in the absence of both an acting chairperson shall be elected from the members of the Executive present. The Chairperson for the time being of any meeting shall have a deliberative and also a casting vote.

18. Quorum

Five elected members shall be a quorum at all meetings of the Executive.

19. Casual Vacancy on Executive

Any casual vacancy on the Executive may be filled by the Executive and the person so appointed shall hold office until the next Annual General Meeting of the Association. The Executive may coopt additional members to undertake specific tasks for specified periods. Co-opted members shall not have voting rights.

20. Absence from Executive

Any Executive member absent for three successive meetings of the Executive without leave of absence shall at the discretion of the Executive cease to be a member.

21. Sub-Committee

The Executive may from time to time set up any sub-committee to exercise such powers as may be delegated to it by the Executive. The members of such sub-committee shall be appointed by the Executive, members of the Association or other interested persons.

22. Power of Executive

The Executive shall take such steps as are necessary to further the objects of the Association and advance the interests of all members and in so doing shall have power to exercise all powers of the Association, save and except such powers as shall be exercised only by the Association in General Meetings.

23. Secretary

  1. The Executive shall appoint a Secretary who shall not be an elected member of the Executive and who shall not have any right to vote at the Executive meetings.
  2. The Secretary shall record the minutes of all General meetings and Executive meetings, and all such minutes when confirmed by the next such meeting and signed by the chairperson of that meeting shall be prima facie evidence that that meeting was duly called and shall prima facie be a true and correct record of what occurred at that meeting.
  3. The Secretary shall hold the Association’s records, documents, and books.
  4. The Secretary shall deal with and answer correspondence and perform such other duties as directed by the Executive.
  5. The Executive shall have power in its discretion to suspend or remove the Secretary from office.

24. Regulation of Executive

The Executive may regulate its own procedure not inconsistently with these Rules.

25. Annual General Meeting

The Annual General Meeting of the Association shall be held no later than the 30th day of November in each year upon a date and at a time and place to be fixed by the Executive for the following purposes:

  1. to receive from the Executive a report and audited balance sheet and statement of accounts for the preceding year;
  2. to elect the Executive for the ensuing year;
  3. to consider and conduct such other business as may properly be brought forward.

All business other than set out in paragraphs 25(a) and (b) shall be deemed to be special business of which notice must be given to members in the notice calling the meeting.

26. Notice of Annual General Meeting

The Association shall cause at least ten days notice in writing to be given to such members of the holding any Annual General Meeting, by letter posted to such members by ordinary post.

27. Voting

At all meetings, voting shall either be by ballot, show of hands or voices depending on the wishes of the meeting.

28. Election of Executive

The election for the members of the Executive shall be by ballot and every voter shall vote for not less than nor more than the number required to fill the vacancy. Any voting paper not complying with this Rule shall be deemed informal and not be counted.

29. Special General Meetings

Special General Meetings of the Association may be called at any time by the Executive and shall be called by the Secretary upon the requisition in writing of one tenth of the members of the Association stating the purpose for which the meeting is required.

30. Notice of Special General Meeting

The Secretary shall give at least ten days notice to all members of the holding of a Special General Meeting by letter and such notice shall specify the nature of the business and no other business than so specified shall be transacted.

31. General

At all General Meetings of the Association, the Chairperson, or in. his or her absence the Vice- Chairperson, shall take the chair and if both shall be absent, a Chairperson shall be appointed from the members of the retiring Executive present at such meetings. The Chairperson for the time being of the meeting, shall have a deliberative and also a casting vote.

32. Procedure at Meetings

Only members shall be entitled to vote at any general meeting, and a member shall have one vote to be exercised either personally by a representative provided that the Chairperson shall accept at any general meeting a proxy on behalf of a member lodged at such meeting in writing signed by the member appointing the proxy. The quorum at any general meeting shall be ten members present either personally or by their duly appointed representative. If within half an hour of the time appointed for the commencement of the general meeting a quorum is not present, the meeting shall stand adjourned to a date within fourteen days of such meeting and if at the adjourned meeting a quorum is not present, then the meeting shall lapse.

33. Majority Vote

Save where otherwise provided in these Rules any motion submitted to a meeting shall be deemed to be carried if the majority of the members present and entitled to vote, vote in favour of the motion.

34. Subscriptions

The annual subscription payable by members shall be fixed by the Executive from time to time.

35. Change to the Constitution (AGM, 23 September, 2010)

The Executive may choose to hold either a postal ballot or to seek ratification from an annual general meeting or a special general meeting, to approve changes to the constitution. This choice is to be guided by the importance of the proposed change.

36. Change of name and length of executive term (24 February 2011)

As voted by the members, the name of the association is changed to Addiction Practitioners’ Association Aotearoa-New Zealand Incorporated and the length of term for the executive is two years.

37. Change of date of Annual General Meeting (15 November 2011)

The Executive agreed to move the Annual General Meeting from the Cutting Edge conference to the beginning of the first executive meeting after the conference (Fraser/Claire). This is to enable more time for the preparation of year-end accounts and their auditing.