Constitution of the New Zealand Buddhist Council Incorporated
INDEX
1.Definitions
2. Name
3. Principles
4. Objects
5. Limitations
6. Powers
7. Members & Supporters
8. Application for Member or Supporter
9. Expulsion of Member or Supporter
10. Subscriptions
11. General Meetings
12. Annual General Meetings
13. Special General Meeting
14. Executive Committee
15. Control and Use of Funds
16. No Personal Profit
17. Power to Delegate
18. Financial Arrangements
19. Common Seal
20. Indemnity
21. Alteration of Rules
22. Mediation & Arbitration
23. Activities Limited to New Zealand
24. Patrons
25. Disposition of Surplus Assets
1. Definitions
In this constitution, except in so far as the context or subject matter otherwise indicates or requires:
“The Society” means the New Zealand Buddhist Council Incorporated.”Buddhist” means a person who has sincerely gone for refuge in The Triple Gem;
“The Triple Gem” means Buddha, Dhamma (Dharma), and Sangha (allowing that the interpretation of these may vary somewhat from tradition to tradition);
”Ordained Sangha” means fully ordained Buddhist monks and nuns, as well as nuns who have taken the ten precepts, novices who are training for higher ordination, and clergy/leaders who are recognized as formally ordained by their Buddhist tradition, and who can produce an ordination certificate or other document confirming their status.
“Secretary” means the person holding office under this constitution as secretary of the Society;
“Treasurer” means the person holding office under this constitution as treasurer of the Society;
“Chairperson” means the person holding office under this constitution as chairperson of the Society;
“Regions Officer” means the person holding office under this constitution as regions officer of the Society; and
The words “he”, “him” or “his” include the female gender.
2. Name
The name of the Society is the New Zealand Buddhist Council Incorporated; in this constitution called “the Society”.
3. Principles
Members and Supporters of the Society agree to uphold the following principles:
a. To follow the teachings of the Buddha.
b. To take refuge in Buddha, Dhamma (Dharma) and Sangha.
c. To accept the Four Noble Truths, namely suffering, the arising of suffering, the cessation of suffering, and the eight-fold path leading to the cessation of suffering.
d. To recognise the universal law of conditioned co-arising as taught by the Buddha.
e. To refrain from killing, stealing, engaging in harmful sexual relations, lying or taking intoxicants.
f. Following the example of the Buddha, who is the embodiment of Great Compassion,mahakaruna and Great Wisdom, maha-panna (-prajna) , to nurture compassion for all beings without discrimination; to work for their good, happiness and peace; and to develop wisdom leading to the realization of Ultimate Truth and Liberation (Nibbana/Nirvana).
g. To understand that all conditioned things are impermanent, that they suffer, and that they are without abiding self.
h. To recognise that there are differences in regard to the life of Buddhist monks, nuns and other clergy, popular Buddhist beliefs and practices, rites and ceremonies, customs and habits, and to affirm that these forms arise in response to differing causes and conditions in different countries and environments, and are not to be confused with the essential teachings of the Buddha on the arising and extinguishing of suffering.
j. To conduct all the business of the Society in an open manner and in accordance with democratic principles, in a spirit of mutual friendship and respect for different points of view.
4. Objects
The Society is established for charitable purposes within New Zealand. In particular the Society will:
a. Create respectful relationships among Buddhist communities and between Buddhist and other communities in order to develop a harmonious and peaceful New Zealand.
b. Share information and build networks.
c. Work together on common concerns and problems.
d. Strengthen the greater Buddhist community in New Zealand.
e. Engage with government and other statutory bodies when their policies and practices affect Buddhist communities.
f. Represent Buddhist perspectives in public forums where appropriate.
g. Work with other faith communities to nurture mutual understanding and promote peace.
h. Engage in any other activities consistent with the above objects.
5. Limitations
In a spirit of respect for each other in all aspects of carrying out the Society’s objects, the following limitations of speech and conduct shall apply:
a.Not engaging in polemics.
Arguments about the merits of different traditions, lineages or teachings, or about controversial differences between or among faith communities represented in the Society shall not become part of the business of the Society.
b. Non-proselytising.
Attempts to use Society involvement to convert members of one faith, sect, tradition or lineage to another are inconsistent with the objects of the Society.
c. Not engaging in politics.
The Society shall not align itself with any political party in New Zealand or elsewhere. Political issues arising inside and outside New Zealand shall not be brought into the business of the Society.
d. Non-regulatory.
The Society shall not be used for the purpose of regulating the activities of the groups which belong to it, nor for negating the differences between them.
e. Non-partisan.
No Member shall have the right to use the Society or this constitution to promote any particular Buddhist tradition over any other, nor to exclusively pursue its interests, nor to impose its views on other Members.
f. Disciplined in Public Relations.
Only persons authorised by the Executive shall make public statements on behalf of the Society.
6. Powers
The Society will have the following powers:
a. To use its funds as the Executive Committee thinks necessary or proper in payment of its costs and expenses, including the employment and dismissal of counsel, solicitors, accountants, agents, officers and staff, according to principles of good employment and the Employment Relations Act 2000 or any subsequent enactments.
b. To purchase, lease, sell, acquire or dispose of any real or personal property and any rights or privileges which the Executive Committee shall think necessary or expedient to help it achieve its objects or promote the interests of the Society or its Members.
c. To invest surplus funds in any way permitted by law for the investment of charities’ funds and upon such terms as the Executive Committee thinks fit.
d. To borrow or raise money from time to time with or without security and upon such terms as to priority or otherwise as the Executive Committee thinks fit.
e. To apply for grants.
f. To carry on any business, providing that all profits deriving therefrom shall be paid to the Society and applied for its charitable or permitted ancillary purposes.
g. To do all things which will help achieve the objects of the Society.
7. Members & Supporters
a. All organisations which were represented at the first meeting of groups interested in setting up a council, held at the at Leys Institute, Ponsonby, on Saturday 14 July, 2007, or who sent their apologies, will be eligible to become founding Members of the Society upon payment of the initial Membership subscription by 5 December 2008.
b. Any Buddhist organisation which agrees with the principles and objects of the Society and is registered with the New Zealand Charities Services may, subject to the Executive Committee’s approval, become a Member of the Society by application in writing and upon payment of the annual subscription set from time to time by a General Meeting of the Society.
c. Any Buddhist individual who agrees with the principles and objects of the Society may, subject to the Executive Committee’s approval, become a Supporter of the Society by application in writing and upon payment of the annual subscription set from time to time by a General Meeting of the Society.
d. A register of Members and Supporters of the Society will be maintained by the Secretary in accordance with the provisions of the Incorporated Societies Act, 1908 and subsequent enactments.
e. Any organisation may resign as a Member, or any person may resign as a Supporter, of the Society by giving written notice to the Secretary. The Secretary will maintain a record of any resignation.
f. If a current subscription has not been paid by a Member, membership will cease three (3) months after a subscription has lapsed.
g. Every notice required to be given to a Member under these rules shall be deemed to have been correctly given if posted in a prepaid letter addressed to that member at his last known place of residence, or communicated via email to the email address most recently provided to the Secretary.
8. Application as Member or Supporter
a. The following information shall be included in (but not limited to) applications from organisations to join the Society as a Member:
-name of organisation
-address(es) for service and delivery of notices
-telephone
-fax
-website
-legal status
-copy of certificate of incorporation or trust deed
-copy of charities commission registration certificate
-branch(es) of Buddhism (i.e. Theravada, Mahayana, Vajrayana)
-branch under which organisation wishes to nominate executive leaders and teachers, and their qualifications
-lineages and affiliations
-ethnic groups represented in the organisation
-services and activities offered
-number of individuals / families participating
-scope of casual involvement by others
-an undertaking to act in accordance with the principles and rules of the Society
-documentary evidence of a motion passed by the organisation’s executive deciding to apply as Member and naming their representative, executed
-under the common seal of the organisation (if the organisation has one).
Form nominating representative (who will vote at general meetings), and their address for service and delivery of notices
-telephone
-fax
-position in organisation
-skills and experience to offer
b. The following information shall be included in applications from individuals to join the Society as a Supporter:
-name of individual
-address for service and delivery of notices
-telephone
-fax
-Membership(s) of Buddhist groups
-reasons for wishing to join
-skills and experience to offer
c. As soon as practicable after receiving an application to become a Member or Supporter, the Secretary shall refer the application to the Executive which shall determine whether to approve or reject the application.
d. Where the Executive determines to approve the application to become a Member or Supporter, the Secretary shall, as soon as practicable after that determination, notify the applicant of the outcome and if approved, request the applicant to pay, within a period of 28 days after receipt of the notification the sum payable as annual subscription.
9. Expulsion of Member or Supporter
The procedure for expulsion of a Member or Supporter will be as follows:
a. Any Member or Supporter may make a complaint to the Executive Committee that the conduct of a Member or Supporter of the Society is or has been injurious to the character of the Society, or is not in accordance with the principles and rules of the Society. Every such complaint will be in writing and addressed to the Secretary.
b. If the Executive Committee considers that there is sufficient substance in the complaint, it may invite the Member or Supporter to attend a meeting of the Executive Committee and to offer a written and/or oral explanation of the Member or Supporter’s conduct. In the case of an organisation, the designated representative of the organisation as well as others with executive positions for that organisation may be invited at the discretion of the Executive Committee.
c. The Executive Committee will give the Member or Supporter at least fourteen (14) days written notice of the meeting. The notice will:
i. sufficiently inform the Member or Supporter of the complaint so that the Member or Supporter can offer an explanation of the Member or Supporter’s conduct;
ii. offer the Member or Supporter the option of hearing directly from the complainant; and
iii. inform the Member or Supporter that if the Executive Committee is not satisfied with the Member’s or Supporter’s explanation the Executive Committee may expel the Member or Supporter from the Society.
d. If in the meeting the Executive Committee decides to expel the Member or Supporter from the Society they cease to be a Member or Supporter of the Society immediately.
e. A Member or Supporter expelled by the Executive Committee may, within fourteen (14) days, give written notice of appeal to the Secretary. The Secretary will then call a Special General Meeting to take place within twenty eight (28) days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the Member or Supporter will be reinstated immediately.
10. Subscriptions
a. An annual subscription for Member and for Supporter, payable by April 1, will be set from time to time by a General Meeting of the Society.
b. Until the first Annual General Meeting of the Society, the initial subscription fee will be $50 per annum for Member organisations and $10 per annum for individual Supporters.
11. General Meetings
“General Meeting” refers to both Annual General Meeting and Special General Meeting, unless otherwise specified.
a. The quorum for a General Meeting will be at least ten percent of the Members, represented in person, or by teleconference.
b. At least fourteen (14) days written notification of each General Meeting will be given to Members at the current address for such Members recorded in the register of Members. It will be the responsibility of Members to keep the Secretary of the Society informed of their contact details.
c. Notification of a General Meeting will specify the time, date and place of the meeting. Notification will also describe in a general way all the matters that will arise to be considered and specify what further and more detailed information on these matters is available from the Executive Committee. Full information will be provided concerning any proposed amendments to the constitution or any matter which is the business of a Special General Meeting. Such information will be supplied to any Member requesting it.
d. The General Meeting will be chaired by the current Chairperson of the Executive Committee. In the absence of the Chairperson the meeting will elect a person to chair the meeting from among the Members present.
e. All questions and matters must be decided wherever possible by consensus in a spirit of mutual friendship and respect for different points of view. However, where a consensus decision cannot be reached on a matter, the decision will, unless otherwise specified in this constitution, be decided by a simple majority of the members present.
f. Only the official representatives of Member organisations with paid-up subscriptions for the current financial year on the date when the meeting is held will be eligible to vote. Supporters will be eligible to attend meetings, speak, and be nominated for the Executive Committee, but not to vote.
g. Voting on motions will be by a show of hands unless Members indicate an alternative preference. If the Chairperson or any two Members request a secret ballot on any vote or election, a secret ballot will be held.
h. If voting is tied, the motion will not be carried. Further discussion may continue until a majority decision is reached.
i. Voting for the Executive Committee will be by ballot, either cast in person or posted to the Secretary and received by the date of the meeting.
12. Annual General Meetings
a. The Annual General Meeting will be held annually, no more than three (3) months after the end of the financial year.
b. The Annual General Meeting will carry out the following business:
i. Receive and approve the minutes of the previous Annual General Meeting and of any other General Meeting held since the last Annual General Meeting.
ii. Receive and approve the Executive Committee’s report on the activities of the Society over the last year and the proposed priorities and directions for the Society in the current year.
iii. Receive and approve the balance sheet and statement of income and expenditure for the past year and the estimate of income and expenditure for the current year.
iv. Elect the nine Member-elected positions on the Executive Committee of the Society(see Clause 14 b).
v. Conduct any other business which may properly be brought before the meeting.
13. Special General Meeting
a. Special General Meetings may be called by the Executive Committee or by a written request made by at least five (5) Members and delivered to the Secretary. Where the meeting has been called on the written request of five (5) Members it will be called within thirty (30) days of the Secretary receiving that request.
b. A Special General Meeting will only consider business related to the reason for which it is called, as notified to the Members (see Clause 11 c).
14. Executive Committee
a. The Executive Committee shall have no less than nine (9) and no more than fourteen (14) positions.
b. The three (3) major branches, or vehicles, of Buddhism, namely Theravada, Mahayana and Vajrayana, will each have three (3) guaranteed positions on the Executive Committee.
c. Nominations for the positions assigned to the three vehicles must come from Members of those vehicles (organisations with affiliations to more than one vehicle must indicate on their application form which vehicle they wish to vote with).
d. If the secretary receives more than three nominations for the three positions, then the Society’s Members will cast votes for three of the nominees in that category.
e. Nominations for positions on the Executive Committee may be made by way of written nomination signed by a current Member and endorsed with the consent of the nominee and given to the Secretary at least fourteen (14) days before the day fixed for the Annual General Meeting. No nomination may be withdrawn after the date on which nominations close.
f. If an election needs to be held, Members will receive a voting paper by mail or email prior to the Annual Meeting, which they may present in person at the meeting or send by post or email to the Secretary if unable to attend.
g. The Executive Committee so elected (9 positions) will have the discretion to appoint up to 5 additional positions to itself, in order to add people with skills needed by the committee, and also with an eye to balancing the presence of ordained Sangha and laypeople, women and men, North and South Island residents, New Zealand-born and immigrant Buddhists, as the Executive Committee sees fit.
h. The Executive Committee will have the power to appoint any additional positions to it (as in g. above) following the Annual General Meeting, and fill any vacancy that arises in the Executive Committee until the next Annual General Meeting. In the event of less than nine nominations being received for the elected positions, they will take that into account when making additional appointments to balance the Committee’s composition.
i. The Executive Committee will appoint its additional positions to itself at its first meeting following the Annual General Meeting.
j. The Officers of the Executive Committee will consist of a Chairperson, Vice-Chairperson, Secretary, Treasurer, and Regions Officer, and the balance of the Committee shall be considered ordinary executive positions.
k. The Executive Committee will elect its Officers at the first meeting held following the Annual General Meeting at which both those elected and appointed to positions are present.
l. Those elected to the Executive Committee will retire at each Annual General Meeting, but will be eligible for re-election at the same and subsequent meetings. Those newly elected to the Executive Committee will take office immediately upon their election.
m. The procedure for Executive Committee meetings will be as follows:
i. A quorum will be more than half of its filled positions, represented in person or by teleconference.
ii. If a person with a position on the Executive Committee, including an Office-bearer, does not attend three (3) consecutive meetings without leave of absence that person may, at the discretion and on decision of the Executive Committee, be removed from the Executive Committee.
iii. The Executive Committee will make all reasonable efforts to make decisions by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands.
iv. If the voting is tied, the status quo will prevail.
v. Each meeting will be chaired by the Chairperson or, in her/his absence, by the Vice-Chairperson or other person appointed by the Executive Committee.
n. The Executive Committee will meet at least four (4) times every year. Meetings may be held in person or by any other means of communicating as decided on by the Executive Committee from time to time. All persons with a position on the Executive Committee, including Office-bearers, will be given at least (7) days notice of the meeting by the Secretary, verbally or in writing.
o. The Secretary will ensure that a minute book is maintained which is available to any Member of the Society and which, for each meeting of the Executive Committee, records:
i. the names of those present;
ii. all decisions which are required by the Constitution or by law to be made by the Society;
iii. any other matters discussed at the meeting; and
iv. any correspondence received or sent via post or e-mail.
p. The Executive Committee will at all times be bound by the decisions of the Members at General Meetings.
q. The Chairperson shall preside over and regulate meetings of the Society, and act as the main spokesperson of the Society in the wider community.
r. The Vice-Chairperson shall fulfill the Chairperson’s duties in his or her absence.
s. The Treasurer shall keep track of income and expenditure, and be responsible for maintaining the Society’s financial records, and preparing annual accounts.
t. The Secretary shall be responsible for the overall administration of the Society.
u. The Regions Officer shall be responsible for maintaining communication and liaison with Buddhist communities and individuals throughout New Zealand, especially those outside of the main centres.
15. Control and Use of Funds
a. All money received by or on behalf of the Society must immediately be paid to the credit of the Society in a bank account with such bank as shall be decided by the Society.
b. All payment transactions or withdrawals drawn on the Society’s Bank account must be authorised according to the process and method of the Bank, by any two of the Chairperson, Treasurer, and Membership Secretary, or any other person appointed in writing by the Executive Committee for this purpose.
16. No Personal Profit
a. The Society is a non-profit-making society. Its activities are not to be carried on for profit or gain to any Member. The Society is prohibited from making any distribution, whether by way of money, property or in any other manner to any Member.
b. 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 any payment to or on behalf of that Member or associated person of any income, benefit or advantage whatsoever.
c. Any remuneration for services rendered paid to a Member shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).
d. The provision and effect of this clause shall not be removed from this constitution and shall be implied into any document replacing this constitution.
17. Power to Delegate
a. The Executive Committee may from time to time appoint any sub-committee and may delegate any of its powers and duties to any such sub-committee or to any person. The sub-committee or person may without confirmation by the Executive Committee exercise or perform the delegated powers or duties in the same way and with the same effect as the Executive Committee could itself have done.
b. Any sub-committee or person to whom the Society has delegated powers or duties will be bound by the charitable terms of the Society and any terms or conditions of the delegation set by the Executive Committee.
c. The Society will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Executive Committee.
d. It will not be necessary for any person who is appointed to any such subcommittee, or to whom such delegation is made, to be a Member or a Supporter of the Society.
18. Financial Arrangements
a. The financial year of the Society will be from 1 April to 31 March the following year.
b. At the first meeting of the full Executive Committee following each Annual General Meeting, the Executive Committee will decide by resolution the following:
i. how money will be received by the Society;
ii. who will be entitled to produce receipts;
iii. what bank accounts will operate for the ensuing year, including the purposes of and access to accounts;
iv. who will be allowed to authorise payment transactions; and
v. policy concerning the investment of money by the Society, including what type of investment will be permitted.
c. The Treasurer will ensure that true and fair accounts are kept of all money received and expended.
d. The Executive Committee may arrange for the accounts of the Society for that financial year to be audited by a person appointed for that purpose, or to undergo an independent engagement review.
19. Common Seal
a. The Common Seal of the Society will be kept in the custody and control of the Secretary.
b. When required, the Common Seal will be affixed to any document following a resolution of the Society and will be signed by the Treasurer and one other person appointed by the Executive Committee.
20. Indemnity
a. No Officer or Member of the Executive shall be liable for the acts or defaults of any other Officer or Member of the Executive or any loss occasioned thereby, unless occasioned by their willful default or by their willful acquiescence.
b. The Officers, Executive and each of its Members shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their willful default.
21. Alteration of Rules
a. The routine rules of the Society may only be amended by a resolution passed by 2/3 majority vote of current Member representatives personally present at any General Meeting.
b. Additions to or alteration of the fundamental rules, that is to the objects clause (4), the pecuniary profit clause (16), the alteration of rules clause (21), the activities limited to New Zealand clause (23), or the winding up clause (24) may only be made by a resolution passed unanimously by current Member representatives personally present at any General Meeting, and may not be altered in any way that negates the charitable status of the Society.
22. Mediation & Arbitration
a. Any dispute arising out of or relating to this constitution may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between parties. Mediation may be initiated by either party writing to the other party, identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
b. The mediation shall be terminated by:
i. The signing of a settlement agreement by the parties; or
ii. Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or
iii. Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
iv. The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.
v. If the mediation should be terminated as provided in ii., iii., or iv. any dispute or difference arising out of or in connection with this constitution, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty-one (21) days, then to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
23. Activities Limited to New Zealand
The activities of the Society will be limited to New Zealand.
24. Patrons
The Society may invite any person to become a Patron of the Society for such time as determined by a General Meeting.
25. Disposition of Surplus Assets
a. The Society may be wound up if at a General Meeting of its Members, it passes a resolution to wind up, and the resolution is confirmed by a simple majority vote of eligible Members at a subsequent General Meeting called together for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.
b. Any surplus assets after the payment of all outstanding liabilities will be distributed among such community organisations in New Zealand which have similar objects to the Society and as the Members will decide in a General Meeting. If the Society is unable to resolve any disagreement over the distribution of surplus assets then the provisions of Section 27 of the Incorporated Societies Act 1908, or the relevant provisions of subsequent enactments, will apply.
[This version incorporates minor changes approved by the AGM, May 2020]