MANUKA HONEY APPELLATION SOCIETY INCORPORATED   
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1. NAME            
  The name of the Society is the MANUKA HONEY APPELLATION SOCIETY INCORPORATED.  
2. DEFINITIONS AND INTERPRETATION   
  2.1 Definitions: In these Rules unless the context otherwise requires:   
    Act means the Incorporated Societies Act 1908.   
    Annual General Meeting means the annual general meeting of the Society, convened and conducted in accordance with these Rules.   
    Certification Mark means the designation MANUKA HONEY.   
    Chairperson means the chairperson of the Society appointed in accordance with these Rules,   
    Committee means the committee of Committee Member for the time being elected to manage the affairs of the Society pursuant to these Rules.   
    Committee Member means a member of the Committee for the time being appointed in accordance with these Rules.  
    Member means any person who is a member of the Society in accordance with these Rules.   
    Registered Office means the Registered Office of the Society for the time being as determined in accordance with these Rules.   
    Registrar means the person holding the office from time to time of Registrar of Incorporated Societies in terms of the Act.  
    Rules means these rules as from time to time altered by resolution of the Society in terms of clause 16.  
    Society means the Manuka Honey Appellation Society Incorporated,   
    Society Meeting means any Annual General Meeting, or any special general meeting of the Society but not a Committee meeting.   
    Working day means a day on which registered banks are open for customary retail banking business in Auckland but does not include Saturday or Sunday.  
  2.2 Interpretation: Unless the context otherwise requires, in these Rules:   
    (a) headings are inserted for convenience only and shall be ignored in construing any matter;   
    (b) words denoting the singular number only shall include the plural and vice versa and words denoting one gender include both genders;   
    (c) words denoting individuals shall include corporations and vice versa;  
    (d) references to any legislation or to any provision of any legislation shall be deemed to be  references to that legislation or provisions as from time to time amended, re-enacted or  substituted and, unless otherwise stated, to New Zealand legislation and further, unless the  context otherwise requires, shall also include any statutory instruments or regulations issued  under any such iegislation or provision;   
    (e) references to a "party", "person" or "entity" includes a natural person, individual, firm, company, corporation, association, or other entity, whether incorporated or not and whether  or not having a separate legal personality, and includes their respective, successors, assigns, (sic) executors and administrators;   
    (f) "written" and "in writing" includes all means of reproducing words in a tangible and  permanently visible form;   
    (g) 'related company' shall have the meaning given to that term in the Companies Act 1993.   
3. OBJECTS           
  3.1 General: The objects of the Society are to act as guardian for the term MANUKA HONEY and to protect and preserve it as the name for genuine honey produced in New Zealand that comprises or contains authentic Manuka honey.  
  3.2 Interpretation of Objects: In Interpreting the objects of the Society set out in clause 3.1 of these Rules ("Objects') each of the Objects, except where otherwise expressed or implied, shall be an independent main Object and shall in no way be limited or restricted by reference to or inference from any other Object or the name of the Society.  
  3.3 Pecuniary gain not an Object: The Society does not have, as an object, the direct pecuniary gain of Members and, subject to the provisions of clause 8.13 of these Rules, no Member shall be entitled to receive any dividend out of any subscriptions, fees, donations or other income or funds of the Society (provided that any Member may enter into any agreement or arrangement with the Society for the sale or supply of any services or any property for such consideration as may be reasonable and as that person would be entitled to receive if not a Member).  
4 MEMBERSHIP   
  4.1 First Members: The first Members shall be those whose names appear on the application for incorporation of the Society.  
  4.2 Other Members: Any person may apply to become a Member, provided that they are resident or incorporated in New Zealand and have a genuine interest in protecting and preserving the words MANUKA HONEY consistent with the Objects of the Society (as set out in Rule 3.1 above). Such members are intended to include al least:  
    (a) a representative of Manuka honey producers;   
    (b) a representative of consumer Interests; and   
    (c) a representative of Maori Interests.   
  4.3 Form of application: All applications for membership shall be made to the Committee in writing as prescribed by the Committee from time to time.   
  4.4 Acceptance / Refusal of applications: The Committee shall have discretion whether to accept or refuse an application for membership of the Society except that where a person applies for membership of the Society and has the written support of at least 50% of the Members the Committee shall accept that person's application.  
  4.5 Conduct: All Members (and Committee Members) shall promote the Objects of the Society and shall do nothing to bring the Society into disrepute.  
  4.6 The Register of Members: The Secretary shall keep a register of Members ("Register") which shall contain the names, addresses and contact details of all Members and the dates at which they became Members. If a Member's address or contact details change, that Member shall give the new address or contact details to the Secretary. Each Member shall provide such other details as the Committee requires.  
5. SUBSCRIPTIONS, FEES AND FINANCIAL YEAR   
  5.1 Payment of Subscriptions and Fees: Annual subscriptions and any additional fees shall be determined by the Committee and payable by the dates determined by the Committee and the Committee shall have an absolute right to suspend all the rights and privileges enjoyed by any Member who fails to pay any annual subscription or additional fees by such date.  
  5.2 Financial Year: The financial year of the Society shall commence on 1 June of one year and end on 31 May of the following year.   
  5.3 Bank Account: Within 30 days of the incorporation of the Society the Society shall open a bank account and deposit such fees, donations and other income of the Society as has been received.   
6 CANCELLATION OF MEMBERSHIP   
  6.1 Resignation: Any Member may resign with immediate effect by giving written notice to the Secretary.  
  6.2 Termination: A Member may have his or her membership terminated in the following way:   
    (a) If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting a manner inconsistent with the Objects of the Society, the Committee may give written notice of this to the Member ("Committee's Notice"). The Committee's Notice must:  
       (i)   Explain how the Member is breaching the Rules or acting In a manner inconsistent with the Objects of the Society;  
      (ii)   State what the Member must do in order to remedy the situation, or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member's membership;  
     (iii)   State that if, within 14 days of the Member receiving the Committee's Notice, the Committee is not satisfied the Committee may in its absolute discretion immediately terminate the Member's membership.  
     (iv)   State that if the Committee terminates the Member's membership, the Member may appeal to the Society.  
    (b) 14 days after the Member receives a Committee's Notice the Committee may in its absolute discretion by a two thirds majority vote terminate the Member's membership by giving the Member written notice (''Termination Notice"), which takes immediate effect  
7 ADMINISTRATION   
  7.1 Administration: The administration of the Society shall be vested in the Society in general meeting, and shall be delegated to the Committee, as provided in these Rules.  
  7.2 Signing Documents: All documents and written announcements requiring execution or signing on behalf of the Society must be signed by the Chairperson and one other duly appointed member of the Committee.  
8. COMMITTEE   
  8.1 Committee: The Society shall have a managing committee ("Committee"), comprising the following positions:  
    (a) The Chairperson;   
    (b) The Secretary;   
    (c) The Treasurer; and   
    (d) Other positions as the Society may determine.   
  8.2 Only Members of the Society may be Committee Members. There shall be a minimum of three Committee Members.  
  8.3 Appointment of Committee Members: At a Society Meeting, the Members may decide by majority vote:  
    (a) How large the Committee will be;   
    (b) Who shall have the title of Chairperson, Secretary, and Treasurer;   
    (c) Whether any Committee Member may have more than one title;   
    (d) How long each person will be a Committee Member ("Term").  
  8.4 Cessation of Committee Membership: Persons cease to be Committee Members when:  
    (a) They resign by giving written notice to the Society.   
    (b) They are removed by a simple majority vote of the Society at a Society Meeting.  
    (c) Their Term expires. If a person ceases to be a Committee Member, that person must within one month give to the Committee all Society documents and properly In their possession, power or control as at the date they ceased to be a Committee Member.  
  8.5 Nomination of Committee Members: Nominations for members of the Committee shall be called for at the first Society Meeting and at Annual General Meetings thereafter. Each candidate shall be proposed and seconded by Members. All retiring members of the Committee shall be eligible for re election. If more than one nomination is received for a position on the Committee the successful candidate will be determined by simple majority of votes of Members voting at the Society Meeting.  
  8.6 If the position of any Committee Member becomes vacant between Society Meetings the Committee shall appoint another Committee Member to fill that vacancy until the next Society Meeting.  
  8.7 If any Committee Member is absent from three consecutive meetings without leave of absence the Chairperson may declare that person's position to be vacant.  
  8.8 Role of the Committee: Subject to the rules of the Society ("Rules"), the role of the Committee Is to:  
    (a) Administer, manage, and control the Society;  
    (b) Carry out the Objects of the Society, including without limitation to register and to control and supervise the use by others of the Certification Mark or such other mark as the Society sees fit, as a certification trade mark in New Zealand and other countries, and use money or other assets to do that;  
    (c) Manage the Society's bank accounts;   
    (d) Ensure that all Members follow the Rules;   
    (e) Decide the times and dates for Society Meetings and set the agenda for Society Meetings:  
    (f) Decide the procedures for dealing with complaints;   
    (g) Set membership fees, Including subscriptions and levies.   
  8.9 The Committee has all of the powers of the Society, unless the Committee's power is limited by these Rules, or by a majority decision of the Members. Decisions of the Committee bind the Society, unless the Committee's power Is limited by these Rules or by a majority decision of the Society.  
  Roles of Committee Members   
  8.10  The Chairperson's role is to:   
    (a) Ensure that the Rules are followed.   
    (b) Convene Meetings.   
    (c) Chair Meetings, deciding who may speak and when.  
    (d) Oversee the operation of the Society.   
    (e) Give a report on the operation of the Society at each Annual General Meeting.  
  8.11 The Secretary's role is to:   
    (a) Record the minutes of Meetings  
    (b) Advise the Registrar of incorporated Societies of any alteration to the Rules.  
    (c) Keep the Register of Members.   
    (d) Hold the Society's records, documents, and books.  
    (e) Receive and reply to correspondence as required by the Committee.  
  8.12 The Treasurer's role is to:   
    (a) Collect and receive all payments made to the Society. These payments must be banked within seven days alter the Treasurer receives them;  
    (b) Keep a true and accurate record in the Society's account book, so that the Society's financial situation can be clearly understood at any point in time;  
    (c) Give a financial report and statement of accounts (including an Income and Expenditure Account and Balance Sheet) at each Annual General Meeting, and more often if either the Committee or a majority of the Society decides this in a Meeting.  
    (d) Forward the annual financial statements for the Society to the Registrar of Incorporated Societies upon approval by the Members at an Annual General Meeting.  
  8.13 Reimbursement for expenses only: Committee Members shall not be entitled to any remuneration for their services (unless agreed unanimously by the Members), but Committee Members shall be entitled to reimbursement for reasonable expenditure including travelling and accommodation expenses and other out-of-pocket expenses incurred in connection with the business of the Society (other than in attending meetings).  
9 PROCEEDINGS OF THE COMMITTEE   
  9.1 General: The Committee may meet together for the despatch of business, adjourn and otherwise regulate Its meetings and procedures as It thinks fit. The quorum for a Committee meeting shall be three Committee Members. No business of the Committee shall be conducted at any time when less than a quorum Is present. The Committee may meet at any time as they decide. Additional Committee meetings shall be convened on the request of any Committee Member or a resolution signed by 5 Members.  
  9.2 Notice requirement: Unless otherwise agreed by all Committee Members, Committee meetings will be convened by giving not less than 5 working days prior notice in writing to the Committee Members accompanied by an agenda specifying the business to be transacted.  
  9.3 Voting by Chairperson: The Chairperson shall be entitled to Vote at any Committee Meeting. In the case of a tie in votes, the Chairperson shall have a casting vote.  
  9.4 Chairperson to chair Committee meetings: The Chairperson shall chair all meetings of the Committee at Which he or she Is present. If the Chairperson is not present, or being present is unwilling to take the chair, then those Committee Members who are present shall choose one of their Members to chair such Committee meeting. All references to the Chairperson in the other provisions of these Rules relating to proceedings of the Committee shall, unless the context otherwise requires, be deemed references also to any person chairing a Committee meeting in place of the Chairperson, in accordance with this clause.  
  9.5 Form of meeting: Committee meetings may be held in person, by telephone conference or video  conference, or online meeting.   
10 GENERAL MEETINGS   
  10.1 Annual General Meeting: The Society shall in each year hold an Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling such meeting. Not more than 15 months shall elapse between the date of one Annual  General Meeting and that of the next.  Each year's Annual General Meeting shall be held at such time and place as the Committee shall determine.   
  10.2 Other General Meetings: A general meeting other than an Annual General Meeting shall be convened when ever required by the Chairperson of the Committee or by written requisition signed by not less than 50% of the Members.  
  10.3  Powers of the Society in General Meeting: The Society in general meeting may, by resolution of all Members present and voting at such meeting, exercise all powers authorities and discretions of the Society notwithstanding any such power, authority or discretion may have been vested in the Committee by or pursuant to these Rules.  
  10.4 Quorum: No business shall be transacted at any general meeting of the Society unless a quorum is present when the meeting proceeds to business. A quorum shall be not less than 6 Members eligible to vote at general meetings present in person or by proxy.  
  10.5 Notice of General Meeting: Subject to clause 10.6, a notice of general meeting of the Society shall be sent to every Member not less than 10 working days before the date of such meeting. Such notice shall specify the date, time and venue of such meeting. In the case of a general meeting other than an Annual General Meeting such notice shall specify all business and all notices of motion to be considered at such meeting and no business or notice of motion which is not specified shall be discussed or transacted at such meeting. Notwithstanding any contrary provision, the requirements of this clause relating to notice and Iimiting the business to be transacted at any meeting may be modified in any particular case with the consent in writing of all entitled to attend a meeting of the Society (provided that the modification of such requirements for any given meeting shall not be so construed or deemed to affect such requirements in any respect of any other meeting of the Society).  
  10.6 Failure to give notice: The accidental omission to give notice to or the non-receipt of any notice by any Member or any other person entitled to such notices shall not invalidate the proceedings of any general meeting to which such notice relates.  
  10.7 Chairman of General Meetings: The Chairperson shall be entitled to chair any general meeting of the Society at which he or she is present. If the Chairperson shall not be present or being present shall be unwilling to take the chair then those Committee Members who are present may choose one of their number to chair such meeting or if for any reason no chairperson is selected by such Committee Members then those Members entitled to vote at that meeting may elect any person entitled to be present as chairperson of that meeting.  
  10.8 Voting at Meetings: At any general meeting:   
    (a) a poll may be directed by the Chairperson or other chairperson or demanded by any Member present at the meeting and entitled to vote;  
    (b) a poll may be demanded either before the declaration of the result of a vote by a show of hands or immediately thereafter before the meeting moves to the next business or It adjourns;  
    (c) the Chairperson or such other chairperson Shall determine whether resolutions are to be put to the vote of the meeting by a show of hands, a poll, or by some other means;  
    (d) In the case of a resolution put to the vote of the meeting by a show of hands, a declaration by the Chairperson that such resolution has been carried or lost, unanimously or by a particular majority, and an entry to the effect In the Society's minute book, shall be conclusive evidence of the fact without further proof of the number or proportion of votes recorded in favour of or against such resolution.  
  10.9 Adjournments: If within 30 minutes from the time appointed for the holding of a general meeting a quorum is not present, the meeting if convened on requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day In the next week, at the same time and place, or to such other day and at such other time and place, as the Committee shall determine. If at such adjourned meeting a quorum is not present within 30 minutes from the time appointed for holding the meeting, the Members present shall be a quorum.  
  10.10 Adjourned meetings: The Chairperson or other chairperson may adjourn any general meeting, but  no business shall be transacted at any adjourned meeting other than business which might have  been transacted at the meeting from which the adjournment took place. Members shall not be  entitled to receive any notice(s) in respect of adjourned meetings except when a general meeting  has been adjourned for 30 days or more in which case, notice of the adjourned meeting shall !)e  given in the same manner as for the original meeting.  
  10.11 Appointing an Auditor: At an Annual General Meeting, the Society may by majority vote appoint someone to audit the Society ("Auditor").  The Auditor shall audit the Society's accounts, and shall certify that they are correct. The Auditor must be a member of the New Zealand Society of Accountants, and must not be a Member of the Society. If the Society appoints an Auditor who is unable to act for some reason, the Committee shall appoint another Auditor as a replacement.  
  10.12 The business of an Annual General Meeting shall be:   
    (a) Any minutes of the previous Meeting(s):   
    (b) The Chairperson's report on the business of the Society:   
    (c) The Treasurer's report on the finances of the Society, and the Statement of Accounts,   
    (d) Election of Committee Members;   
    (e) Motions to be considered; and   
    (f) General business.   
  10.13 Motions at Society Meetings: Any Member may request that a motion be voted on ("Member's Motion") at a particular Society Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion ("Member's Information"). The Committee may in its absolute discretion decide whether or not the Society will vote on the motion. However, if the Member's Motion is signed by at least a quarter of all Members:  
    (a) It must be voted on at the Society Meeting chosen by the Member; and   
    (b) The Secretary must give the Member's Information to all Members at least 14 days before the  Society Meeting chosen by the Member; or   
    (c) If the Secretary fails to do this, the Member has the right to raise the motion at the following  Society Meeting.   
  The Committee may also decide to put forward motions for the Society to vote on ("Committee  Motions").   
11 VOTES OF MEMBERS   
  11.1 One vote per Member: Each Member present at a meeting of the Society shall be entitled to one  vote, which may be exercised either in person or by proxy.   
  11.2 No vote if subscriptions fees unpaid: Unless all annual Subscriptions and additional fees  presently payable by any Member to the Society have been paid in full such Member shall not be  entitled to vote at any general meeting of the Society, whether in his or her own right or as a proxy  for another person.   
12 CONTRACTING AND COMMON SEAL   
  12.1 The Committee shall provide a common seal for the Society and may from time to time replace it  with a new one.   
  12.2 The Society's common seal will be held by the secretary, which shall only be used with the authority of the Committee. Whenever \he seal Is required by law to be affixed to any deed or document. The  seal will be affixed and signed by the Chairperson and countersigned by the Secretary or a  Member.   
  12.3 If a document Is not required by law to be executed under common seal the document may be  executed under the Society's common seal or otherwise must be signed on behalf of the Society by  at least two Members.   
13 REGISTERED OFFICE   
  13.1 The Registered Office shall be at such place as the Committee shall from time to time determine and until the Committee otherwise determines shall be situated at the offices of UMF Honey  Association Incorporated.   
14 CHEQUES, BILLS ETC.   
  14.1 All Cheques, bills of exchange and promissory notes shall be signed drawn, made accepted or  endorsed(as the case may be) for and on behalf of the Society by the Chairperson or by some  other officer authorised by the Committee, or in such other manner as the Committee determines  from time to time.   
15 LIABILITY OF MEMBERS   
  15.1 No Member shall be under any liability in respect of any contract or other obligation made or  incurred by the Society.  No Member shall be under any liability in respect of any contract or other obligation made or  incurred by the Society.   
16 ALTERATION OF RULES   
  16.1 These Rules shall not be amended, added to or rescinded except by resolution of all of the  Society's Members present and entitled to vote at an Annual General Meeting or a general meeting  convened for that purpose and unless written notice of the proposed amendment, addition or  rescission shall have been given to all Members in accordance with these Rules. No such  amendment, addition or rescission shall be valid unless and until accepted by the Registrar.  
17 WINDING UP   
    17.1 The Society may be put into liquidation in accordance with section24(3) of the Act where a majority  of Members agree in writing or where required by law. If upon such liquidation there remains after  satisfaction of all debts and liabilities of the Society any property and/or assets such properly  and/or assets shall be distributed amongst the Members in equal shares.   
                END  
  Note: This is not the official Constitution but a copy thereof. 
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