The following is the updated AJBC constitution as at 29-1-26.
We invite any feedback you may wish to provide by email.
aucklandjazzandblues@gmail.com
CONSTITUTION OF THE AUCKLAND JAZZ AND BLUES CLUB INCORPORATED
Name: The Auckland Jazz and Blues Club
The name of the society is Auckland Jazz and Blues Club Incorporated (in this Constitution referred to as the ‘Society’).
Charitable status
The Society is not and does not intend to be registered as a charitable entity under the Charities Act 2005.
Purposes
The primary purposes of the Society are:
• To promote and further the playing, promotion, performance and study of jazz and blues music.
• To provide public performance opportunities, encouragement and support to jazz and blues musicians both from New Zealand and overseas.
• To encourage, provide support and performance opportunities for young jazz musicians
• To provide a suitable venue and facilities to further and promote music, musicians and social activities between members and visitors to meet the purpose of the Society.
The Society will not operate for the purpose of, or with the effect of—
• distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind).
Registered office
The registered office of the Society shall be at such place in New Zealand as the Committee from time to time determines.
Changes to the registered office shall be notified to the Registrar of Incorporated Societies at least 5 working days before the change of address for the registered office is due to take effect, and in a form and as required by the Act.
Contact person
The Society shall have 2 persons whom the Registrar can contact when needed.
Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:
• a physical address or an electronic address, and
• a telephone number.
Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Society becoming aware of the change.
Members Minimum number of members
The Society shall consist of an unlimited number of members.
Types of members
The classes of membership and the method by which Members are admitted to different classes of membership are as follows:
• Member
A Member is an individual admitted to membership under this Constitution
• Life Member
A Life Member is a person honoured for highly valued services to the Society elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions and levies.
•
Becoming a member: process
An applicant for membership must complete and sign the application form, supply any information as may be reasonably required by the Committee regarding an application for membership and will become a Member on payment of the annual subscription and acceptance of that application by the Committee.
The Committee may accept or decline an application for membership at its sole discretion. The Committee must advise the applicant of its decision and give them right of reply
The signed written consent of every Member to become a Society Member shall be retained in the Society’s membership records.
Register of Members
The Society shall keep an up-to-date Register of Members.
For each current Member, the information contained in the Register of Members shall include:
Their name, and the date on which they became a Member plus a physical address or an electronic address, and a telephone number.
The register will also include each Member's postal address and email address (if any)
Every current Member shall advise the Society of any change of the Member’s contact details.
Members' obligations and rights
All Members shall promote the interests and purposes of the Society and shall do nothing to bring the Society into disrepute.
The committee may cancel a person’s membership if that Member:
• Breaches this constitution and any regulations made under it
• Acts in opposition to the purposes of the Society or
• Acts in any manner which would make it undesirable in the opinion of the Committee that they should continue to be a Member
• Prior to cancelling a person’s membership the Member shall have the right to appear before the committee for the purpose of explaining their conduct.
• Membership will cease by written resignation from the Member
General meetings
The society must hold at least one general meeting each year which can be an AGM
Annual General Meeting
An Annual General Meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by the Committee and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.
The Annual General Meeting must be held no later than the earlier of the following:
• 6 months after the balance date of the Society
• 15 months after the previous annual meeting.
Procedures for all general meetings
The Committee shall give all Members at least 7 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting
No General Meeting may be held unless at least 5 eligible financial Members attend throughout the meeting and this will constitute a quorum.
A Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands. All questions shall be decided by a simple majority of those in attendance in person or by proxy and voting at a General Meeting.
Any decisions made when a quorum is not present are not valid.
• General Meetings may be held at one or more venues by Members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each Member a reasonable opportunity to participate.
• All General Meetings shall be chaired by the Chairperson. If the Chairperson is absent, the meeting shall elect another member of the Committee to chair that meeting.
• Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.
• The Committee may propose motions for the Society to vote on (‘Committee Motions’), which shall be notified to Members with the notice of the General Meeting.
• Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Committee at least 7 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’).
Annual General Meetings: business
The business of an Annual General Meeting shall be to—
• confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
• adopt the annual report on the operations and affairs of the Society,
• adopt the Committee’s report on the finances of the Society, and the annual financial statements,
• set any subscriptions for the current financial year,
• Appoint auditor for the next 12 months
• provide information on the Joy Cree award
• consider any motions of which prior notice has been given to Members with notice of the Meeting, and
• consider any general business
The Committee must, at each Annual General Meeting, present the following information—
• an annual report on the operation and affairs of the Society during the most recently completed accounting period.
• the annual financial statements for that period.
Special General Meetings
Special General Meetings may be called at any time by the Committee by resolution.
The Committee must call a Special General Meeting if it receives a written request signed by at least 5 percent of Members.
Any resolution or written request must state the business that the Special General Meeting is to deal with.
The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Committee’s resolution or the written request by Members for the Meeting.
Minutes
The Society must keep minutes of all General Meetings.
Committee
Committee composition
The Committee will consist of at least 4 Officers and no more than 8 Officers.
Officers on the Committee must be Members of the Society.
Functions of the committee
From the end of each Annual General Meeting until the end of the next, the Society shall be managed by, or under the direction or supervision of, the Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
Powers of the committee
The Committee has all the powers necessary for managing and for directing and supervising the management of the operation and affairs of the Society, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.
Sub-committees
The Committee may appoint sub-committees consisting of such persons (whether or not Members of the Society) and for such purposes as it thinks fit.
General matters: committees
The Committee and any sub-committee may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Committee or sub-committee meeting.
Committee meetings
Procedure
The quorum for Committee meetings is at least 4 members of the Committee.
A meeting of the Committee may be held either:
• by a number of the members of the Committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
• by means of audio, or audio and visual, communication by which all members of the Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.
A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.
The members of the Committee shall elect one of their number as chairperson of the Committee. If at a meeting of the Committee, the chairperson is not present, the members of the Committee present may choose one of their number to be chairperson of the meeting. The chairperson does have a casting vote in the event of a tied vote on any resolution of the Committee.
Frequency
The Committee shall meet monthly (but need only meet once in the December-January period) at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary.
The Secretary, or other Committee member nominated by the Committee, shall give to all Committee members not less than 5 Working Days’ notice of Committee meetings.
Officers
Qualifications of officers
Prior to election or appointment as an Officer a person must consent in writing to be an Officer.
Officers' duties
At all times each Officer:
• shall act in good faith and in what he or she believes to be the best interests of the Society,
• must exercise all powers for a proper purpose,
• must not act, or agree to the Society acting, in a manner that contravenes the Act or this Constitution,
Election or appointment of officers
The election of Officers shall be conducted as follows.
• Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Committee and any such appointee must, before appointment, supply a signed consent to appointment. Any such appointment must be ratified at the next Annual General Meeting.
• A candidate’s written nomination, accompanied by the written consent of the nominee appointed shall be received by the Society at least 5 Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.
• Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
•
Removal of Officers
An officer shall be removed as an officer by resolution of the Committee or the Society where in the opinion of the Committee or Society if one or more of the following apply,
1. The Officer elected to the Committee has been absent from 3 committee meetings without leave of absence from the Committee or Society
2. The Officer has brought the Society into disrepute.
3. The Officer has failed to disclose a conflict of interest
4. The Committee passes a vote of no confidence in the officer
Access to information for members
A Member may at any time make a written request to the Society for information held by the Society. The request must specify the information sought in sufficient detail to enable the information to be identified.
The Society must, within a reasonable time after receiving a request —
• provide the information, or
• agree to provide the information within a specified period, or
• refuse to provide the information, specifying the reasons for the refusal.
Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.
Finances
Control and management
The funds and property of the Society shall be controlled, invested and disposed of by the Committee, subject to this Constitution, and devoted solely to the promotion of the purposes of the Society.
The Committee shall maintain bank accounts in the name of the Society.
All money received on account of the Society shall be banked within 7 Working Days of receipt.
All accounts paid or for payment shall be submitted to the Committee for approval of payment.
The Committee must ensure that there are kept at all times accounting records that:
• correctly record the transactions of the Society, and
• allow the Society to produce financial statements that comply with the requirements of the Act, and
• would enable the financial statements to be readily and properly audited (if required under any legislation or the Society's Constitution).
The Committee must establish and maintain a satisfactory system of control of the Society's accounting records.
The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Society.
Balance date
The Society's financial year commenced on 1 June 2025 and will end on 30 June 2026 (13 months) to align with the membership subscription year. Thereafter the new financial year shall start on 1 July of each year and end on 30 June (the latter date being the Society’s new balance date).
Liquidation and removal from the register
Resolving to put society into liquidation
The Society may be liquidated in accordance with the provisions of Part 5 of the Act.
The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to put the Society into liquidation.
The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to put the Society into liquidation must be passed by a simple majority of all Members present and voting.
Resolving to apply for removal from the register
The Society may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act. The Committee shall give 30 Working Days written Notice to all Members of the proposed resolution to remove the Society from the Register of Incorporated Societies.
The Committee shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.
Any resolution to remove the Society from the Register of Incorporated Societies must be passed by a simple majority of all Members present and voting.
Surplus Assets
If the Society is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.
On the liquidation or removal from the Register of Incorporated Societies of the Society, its surplus assets — after payment of all debts, costs and liabilities shall be vested in a similar club or organisation.
Alterations to the Constitution
Amending this constitution
All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as required by section 31 of the Act.
The Society may amend or replace this Constitution at a General Meeting by a resolution passed by a simple majority of those Members present and voting.
At least 14 Working Days before the General Meeting at which any amendment is to be considered the Committee shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations the Committee has.
When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.