Constitution

BLENHEIM ROWING CLUB INCORPORATED

CONSTITUTION

Adopted 1 March 2026

PART 1

NAME, STATUS, PURPOSES AND POWERS

NAME

The name of the incorporated society is Blenheim Rowing Club Incorporated (”BRC”).

STATUS

BRC is a member of the Marlborough Rowing Association (MRA) and Rowing New Zealand (RNZ) (as a Member Association under the MRA and RNZ Constitutions).

BRC is an incorporated society registered under the Incorporated Societies Act 2022 (the Act).

REGISTERED OFFICE

The registered office of BRC shall be at the place as determined by the Committee from time to time.

PURPOSES

The purposes of BRC are to:

Encourage, educate and protect rowers and would-be rowers; and

Promote rowing as an activity that supports and maintains the safety, health and wellbeing of all participants within and alongside BRC; and

Promote opportunities and facilities to enable, assist and enhance the participation, enjoyment and performance of rowing; and

Affiliate and co-operate with kindred and other organisations, including RNZ and the MRA; and

Recognise our responsibility in the maintenance of our Club building and lease which are intended to be retained to advance the purposes of the BRC; and

Maintain the Club in a financial and practicable way so as to ensure that the other objectives are achievable.

POWERS

BRC has full powers, jurisdiction and authority and (except as restricted by these rules) may do all and any thing or things to carry out its purpose, including to:

Purchase, lease, hire or otherwise acquire, hold, manage, maintain, insure, sell or otherwise deal with property and other rights, privileges and licences; and

Control and raise money; and

Sell, lease, mortgage, charge or otherwise dispose of any property of BRC and grant such rights and privileges over such property as it considers appropriate, subject to approval by not less than 75% of the Club membership; and

Determine, raise and receive money by subscriptions, donations, fees, levies, entry or usage charges, sponsorship, government funding, community funding or otherwise; and

Produce, develop, create, license and otherwise use and protect the intellectual property of BRC; and

Enforce this Constitution, make, alter, rescind, and enforce any rules, by-laws, regulations or policies and procedures for the governance, management and operation of BRC; and

Determine, implement and enforce disciplinary, disputes and appeal procedures, including rules, regulations and policies for such and conduct hearings and impose sanctions and penalties including for anti-doping; and

Consider and settle disputes between Members; and

Determine who are its Members and invite, suspend or terminate membership; and

In line with this constitution, change or modify the types and conditions of BRC club membership; and

Enter into, manage and terminate contracts or other arrangements with employees, sponsors, Members and other persons and organisations; and

Select national and other representative teams and squads; and

Assign functions to and/or enter into agreements with organisations such as Sport New Zealand, Sport Tasman, the Sports Tribunal of New Zealand and Drug Free Sport New Zealand; and

Delegate powers of BRC to any person, Committee or sub-committee; and

Purchase or otherwise acquire all or any part of the property, assets and liabilities of any one or more companies, institutions, incorporated societies, or organisations whose activities or objectives are similar to those of the BRC, or with which the BRC is authorised to amalgamate or generally for any purpose designed to benefit BRC; and

Do any other acts or things which are incidental or conducive to the attainment of the purposes of BRC.

PART 2

MEMBERSHIP

MEMBERSHIP

The Members of BRC shall be:

Active members as detailed in Rule 8;

Tertiary Institute members as detailed in Rule 9.

Corporate members as detailed in Rule 10.

Supporting members as detailed in Rule 11

Life Members as detailed in Rule 12.

Alumni members as detailed in Rule 13

In this Constitution, unless the context otherwise requires, the term “Financial Member” means a member of the Club who has met all of their financial obligations to the Club and includes a member who has made arrangements with the Committee to pay any debt due to the Club over time and is not in arrears with regard to those arrangements.

Each person admitted to the membership shall be:

Bound by the Constitution and by-laws of the Club; and

Liable to pay such fees and subscriptions as may be fixed by the Club in accordance with this Constitution; and

Entitled to all advantages and privileges of membership, including the holding of office and membership of the Committee; and

Entitled, at any reasonable time, to inspect the records and documents of the Club.

INDIVIDUAL MEMBER

Any individual may become (or be renewed as) a Member if they:

are 18 years of age or older on the date of application (or renewal), or, if not, have the consent of at least one of their parents or their guardian to become a Member; and

wish to Participate in Rowing; and

meet any other criteria, as outlined in this Constitution, to be a Member; and

have not been convicted of any category 3 or 4 offence (under the Criminal Procedure Act 2011) or any other offence under any other legislation for which a person may be imprisoned for two (2) years or more (whether imprisoned or not). A person has the right to appeal through review by the BRC Committee if affected by this rule, and thereafter in accordance with Rule 33.3 of this Constitution.

ACTIVE MEMBER

An active member is any rower or coxswain who is a financial member (except one who is classed as a Tertiary Institute member, a corporate member or an Alumni member).

TERTIARY INSTITUTE MEMBER

A Tertiary Institute member is any rower or coxswain who is a financial member and who belongs to a tertiary education institution which has an affiliation with BRC and is rowing under the banner of that tertiary institute.

CORPORATE MEMBER

A corporate member is any rower or coxswain who joins BRC for a specific rowing event managed by BRC.

SUPPORTING MEMBER

A supporting member is any non-rowing member. A Coach will be a Supporting member unless he/she is also a rower or coxswain.

LIFE MEMBER

Life membership may be granted in recognition and appreciation of outstanding service by a person for the benefit of BRC.

Any person may be nominated for life membership of BRC. Such nomination must be made to the Committee in writing, setting out the grounds for the nomination. Life membership of such nominee is obtained by Resolution of the Committee and recommendation to a General Meeting.

ALUMNI MEMBER

An Alumni member may be a current or ex member of the Blenheim Rowing Club who has applied to become an Alumni member and paid the relevant Alumni fee either as an annual amount or as a one-time fee to become a long-standing Alumni member.

MEMBERSHIP RIGHTS AND OBLIGATIONS

Members acknowledge and agree that:

An application for membership must be in such format as may be required by the Committee from time to time. The Committee will determine all applications for membership.

Members are bound by this Constitution and by the regulations, by-laws, policies and procedures of BRC.

In order to receive or continue to receive membership entitlements, Members must meet all requirements of membership set out in this Constitution or as otherwise set by the Committee, including payment of any membership or other fees within a required time period.

The failure by a Member to comply with Rule 14.1.c may result in withdrawal of membership entitlements but shall not excuse such Member from being bound by this Constitution.

Members are entitled to all rights, entitlements, and privileges of membership conferred by this Constitution subject to Rules 14.1 (a - d) above.

DURATION OF MEMBERSHIP

Membership of BRC is annual and expires on 30 September in each year. The membership requirements as set out in this Constitution and any regulations must be completed by each Member by 30 November in each year in order to have their membership of BRC renewed.

CESSATION OF MEMBERSHIP

A Member may resign by notice in writing to the Club Captain and Secretary.

Membership may also be suspended or terminated by the Committee if a Member:

fails to comply with this Constitution including any codes of conduct or

requirements set out in regulations, by-laws, policies or procedures of BRC; or

acts in a manner which is considered by the Committee to be harmful to BRC or inconsistent with the standards of behaviours expected of a Member.

Before making any determination, the Committee will advise the member in writing of any such issue, advise the member that it could result in membership being suspended or terminated, supply the member with sufficient information concerning the issue to enable the member to be able to respond to it and provide the member with a fair and reasonable opportunity to respond in writing and/or to be heard by the Committee.

A Member whose membership is suspended or terminated by the Committee may apply for the matter to be reviewed by such process as may be specified in any regulations, bylaws or policies or procedures of BRC or, in the absence of any relevant provisions, then by an independent third person or Judicial Committee as defined in Rule 16.5.

For the purposes of arbitration with respect to Rule 16.4, BRC will request MRA (or its successor) to provide an independent third person or Judicial Committee.

Dispute Resolution shall be guided by the general provisions contained in Schedule 2 (Optional dispute resolution procedures) of the Incorporated Societies Act 2022.

REINSTATEMENT:

Membership which has been terminated under this Constitution may be reinstated at the discretion of the BRC Committee, within such period as it considers appropriate, provided that any payments owing to any Body relevant to their membership, have been fully repaid. In deciding whether to reinstate a Member, the Committee may take into account whether the matter giving rise to the termination has been rectified or remedied, or whether any sanction imposed has been served.

Reinstatement to Membership under this Rule will mean the individual or organisation is reinstated to Membership of BRC, MRA, RNZ, and the Applicable RNZ Member Organisations, without the need for separate applications to each entity.

MEMBERSHIP AND OTHER FEES

The Committee shall determine annually any subscriptions or other fees payable by each member. The Committee may appoint a sub-committee to make recommendations to the Committee on the following:

The fee type and amount payable by each Member or type of member; and/or

The due date and the manner for payment of such fees.

While not binding on the Committee, the sub-committee would normally include the Treasurer, the President, the Club Captain, plus a school’s representative and such other member(s) as the Committee deems appropriate.

REGISTER OF MEMBERS

BRC will keep an up-to-date Members’ Register at all times.

For each Member, the Members’ Register will set out the details about every Member as required by law, and any other information reasonably required by RNZ, MRA and the Committee.

As a minimum, the Secretary shall keep and maintain a Register in which shall be entered the Member’s:

full name

email

physical address

contact details

class of membership

emergency contacts

any other details about each Member as agreed by that Member.

BRC, shall, in collecting personal information from individuals for the Register, seek the consent of the individual concerned and, at all times, comply with the Privacy Act 2020.

PART 3

GOVERNANCE

OFFICERS OF THE BLENHEIM ROWING CLUB

The officers of BRC shall be:

The President (who is also the Chairperson)

The Club Captain

The Secretary

The Treasurer

and at the discretion of the members at an Annual general meeting

a Vice-Captain; and/or

a Vice President

A Patron may be invited by the Committee to be the Patron. The Patron shall be entitled to attend and speak at General Meetings but shall have no right to vote (unless also a member) and is not an Officer under the Act.

The President shall be elected at the AGM at the commencement of their term. The duties of the President are as prescribed in BRC by-Laws from time to time. Nominations for the President shall be made in the same manner and at the same time as nominations for Elected Committee Members under Rule 24.

The Secretary shall be elected at the AGM at the commencement of their term. The duties of the Secretary are as prescribed in the BRC by-Laws from time to time.

The Club Captain shall be elected at the AGM at the commencement of their term. The duties of the Club Captain are as prescribed in the BRC by-Laws from time to time.

The Treasurer shall be elected at the AGM at the commencement of their term. The duties of the Treasurer are as prescribed in the BRC by-Laws from time to time.

Other officers (The Vice President and Vice Captain) shall be elected at the AGM. The duties of the Vice President and Vice Captain are as prescribed in the BRC by-Laws from time to time.

Officers are to declare any conflicts of interest that they may perceive or may actually have.

Qualified Officers

Every Officer must, in writing, do the following to be qualified under the Act:

consent to being an Officer; and

certify that they are not disqualified from being elected, appointed or holding office as an Officer by this Constitution or under section 47 of the Act.

If an Officer ceases to be qualified, the individual will automatically be deemed to have vacated their office upon the occurrence of circumstance or the decision which resulted in their disqualification.

Cessation from Office:

An individual ceases to be an Officer, if the individual:

resigns in accordance with the Act; or

becomes disqualified from being an Officer under the Act; or

dies; or

are a BRC Officer and become ineligible to be an Officer (under Rule 16.2); or

if the Officer is removed from office in accordance with Rule 20.9; or

is terminated as, or ceases to be, a Member under this Constitution; or

otherwise vacates their office resulting in a Casual Vacancy.

CONTACT PERSONS

At its first meeting following each AGM, the Committee must appoint or reappoint at least one (1), and a maximum of three (3), persons to be the Contact Person, subject to those persons meeting the eligibility criteria set out in the Act. The person is appointed at the Board’s discretion and does not need to be an Officer of BRC. The Secretary must advise the Registrar of Incorporated Societies of any change in the Contact Person or that person’s Contact Details.

CONFLICTS OF INTEREST

Interested in a Matter: An Officer may be Interested in a Matter as defined in the Act and is extended to include non-financial interests.

Interests Register: The Committee must keep an Interests Register. An Interested Member must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Committee, as soon as practicable after the Interested Member becomes aware that they are Interested in the Matter and to include it in the Interests Register.

Obligations if Interested in a Matter: An Interested Member:

must not vote or take part in the decision of the Committee relating to the Matter unless all members of the Committee (as applicable) who are not Interested in the Matter consent;

must not sign any documents relating to the Matter unless all members of the Committee (as applicable) who are not Interested in the Matter consent; and

may take part in any discussion of the Committee (as applicable) relating to the Matter and be present at the time of the decision of the Committee, as applicable (unless the Committee decides otherwise).

No effect on quorum: An Interested Member who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any Committee meeting (as applicable) at which the Matter is considered.

If 50% or more Interested: If in a Committee meeting there are fifty percent (50%) or more committee members Interested in any Matter, the Committee must call a SGM for the relevant Matter to be decided by the Members.

PART 4

GENERAL MEETINGS AND VOTING

GENERAL MEETINGS

BRC must hold an AGM once every year at such time, date and place as the Committee determines but not more than three months after the financial year end.

Any other General Meetings shall be SGMs.

The Committee must give Members at least 21 days written notice of the AGM. The notice can be given by such methods as the Committee may determine.

Not less than 14 days before the date set for the AGM, proposed motions (including alterations to the Constitution) and other items of business must be received in writing by the Secretary from the Members and/or the Committee.

Nominations for Committee Members must be received not less than 14 days before the date set for the AGM.

The following business shall be discussed at the AGM:

The receipt from the Committee of the annual report including an audited or reviewed annual financial report for the preceding financial year; and

The election of any vacancies arising in the positions of Committee Members; and

The election of any vacancy arising in the position of the elected officers; and

The election of the Committee (see Rule 24); and

The determination of an audit or review for the following year; and

Any motion(s) proposing to alter the Constitution; and

Any other items of business that have been properly submitted for consideration at the AGM.

An agenda containing the business to be discussed at an AGM (as set out in Rule 23.8) shall be sent by the Secretary to the Committee and the Members by no later than 10 days before the date of the AGM. No additional items of business not listed on the agenda can be voted on but may be discussed by unanimous agreement of the meeting.

Business: The business of the AGM must include the following:

confirm the Members, the quorum and the total votes available; and

approve the minutes of the previous AGM, and any other General Meeting held since the previous year’s AGM, as a true and correct record; and

present the Annual Report for the preceding Financial Year; and

present the Annual Financial Statements; and

discuss disclosures of any conflicts of interests made by Officers; and

approve any Major Transactions, on the recommendation of the Committee; and

approve the appointment of the Patron, if required; and

approve any proposed changes to the Membership Fees and any Event Fees payable to BRC by Members, on the recommendation of the Committee; and

decide any motions properly notified to amend this Constitution; and

consider matters of general business notified in accordance with this Constitution, for recommendation to the Committee; and

award any service awards in accordance with the Regulations.

Special General Meetings (SGM)

The Committee must call an SGM upon a written request from:

The Committee itself; or

Such Members as are entitled to exercise 25% or more of the voting rights of BRC.

The written request for an SGM must state the purpose for which the SGM is requested.

The SGM must only deal with the business for which the SGM is requested.

The notice requirements for the SGM are 21 days unless the Committee in its discretion determines that the nature of the SGM business is of such urgency that a shorter period of notice is to be given to Members.

Minutes

Full minutes shall be kept by the Secretary of all General Meetings and made available upon request by Members.

Any irregularity, error or omission in notices, agendas and relevant papers of General Meetings or the omission to give notice within the required time frame or the omission to give notice to all Members and any other error in  the organisation of the meeting shall not invalidate the meeting nor prevent the meeting from considering the business of the meeting provided that:

The Chairperson in his or her discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error or omission;

A motion to proceed is put to the meeting and a majority of two-thirds of votes cast, is obtained in favour of the motion to proceed.

Quorum

No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting is due to commence. The quorum for a General Meeting shall be no less than 10 members. The quorum must be present at all times during the meeting.

If a quorum is not obtained within half an hour of the intended commencement time where the General Meeting is an AGM, then the General Meeting shall be adjourned to such other day, time and place as determined by the Committee and if no quorum is obtained at the stage of such further Annual General Meeting, then the Members present at that further Annual General Meeting are deemed to constitute a valid quorum. If the General Meeting is a Special General Meeting and a quorum is not present the meeting shall fail.

Agenda: Not less than ten (10) days before the date of a General Meeting, the Chair will notify all Members of the agenda for the meeting. For an AGM, the agenda will include the items of business (and all relevant documents related to them) as specified in Rules 23.6 and 23.8

Business Received: No business can be transacted at a General Meeting unless notice of it has been sent to the Chair by a Member (if Financially Current) in accordance with this Constitution. The Board may consider and provide recommendations on all items of business notified by a Member.

Control of General Meetings and Voting

The President of BRC shall preside at the General Meeting. If the President is unavailable, then another member of the Committee (elected and appointed by the Committee) shall preside.

The following class of members are entitled to vote at a General Meeting:

Active members (who are 18 years and above); and

Supporting members; and

Life Members.

Each of the above members has one vote each.

To vote or be considered for election Members must have paid the relevant subscription and all other money owing to the Club for the financial year just completed or have paid a subscription for the current financial year.

Method of Voting

Voting shall generally be conducted by voices or by show of hands as determined by the Chairperson of the meeting unless a secret ballot is called for and approved by Ordinary Resolution.

Elections of the Committee and Committee Members at an AGM must be undertaken by a show of hands.

Those applicants for the vacant Committee and Committee Member positions which have the highest number of votes in their favour will be declared elected.

An Ordinary Resolution at a General Meeting shall be sufficient to pass a resolution except as specified in this Constitution.

In the event of a tie of votes at a General Meeting, the motion is lost.

Electronic votes will be allowed but must be received by the Secretary no later than five days prior to the AGM.

The electronic vote will be ratified by the Secretary against the current membership database.

The electronic vote will require a member’s full name and clear instructions (tick / cross) against each motion put to the membership.

Scrutineers: For each General Meeting the Chair will appoint not less than two (2) Scrutineers (who cannot be Officers, or employees of BRC). They will count the valid votes, decide and inform the chairperson whether the motion is carried, lost or tied in accordance with the requisite Majority in this Constitution; or in the case of an election, the outcome of it. The procedures of the Scrutineers may be specified in the Regulations.

Chairperson’s Declaration: The chairperson will declare the result of each vote (including the number of votes in favour, against or that abstained) once voting is complete. The chairperson’s declaration of the result will be conclusive.

COMMITTEE

The Committee shall be elected annually at the AGM and shall consist of the President, the Club Captain, Treasurer, Secretary, and not less than three other members of the Club.

Nominations for membership of the Committee must be in the hands of the Secretary not less than 14 days prior to the AGM.

The duties of the General Committee include the day-to-day operation of the Club, such other duties as contained in this Constitution and/or the Club By-Laws and such other duties as delegated by the Committee.

FINANCES

Unless otherwise determined by the Committee, the financial year of BRC shall end on the 30th day of June each year.

Each year the statements of financial position and financial performance shall be audited or reviewed as determined by the Committee and the audited or reviewed accounts shall be submitted to the AGM. The auditors or reviewers shall be appointed at each AGM.

PART 5

RULES, REGULATIONS, RULE CHANGES, COLOURS, APPLICATION OF INCOME

BLENEHIEM ROWING CLUB’S REGULATIONS

Regulations for the better governance, conduct, and control of BRC and its activities may be made, amended or repealed by the BRC Committee provided that:

they are consistent with Purposes of BRC; and

they are not contrary to the

RNZ Constitution and/or regulations

MRA Constitution and/or regulations

this Constitution

the Act; or

any other applicable laws; and

they are approved by the Committee; and

such Regulations, and any amendments or revocation of them made from time to time, are notified promptly to all Members, which may include publishing them on the BRC’s Website.

To the extent of any inconsistency between any BRC Regulation and the RNZ or MRA Constitution or regulations, or this Constitution, the following order of priority will prevail;

RNZ Constitution

MRA Constitution

RNZ Regulations

MRA Regulations

This Constitution

RULES OF RACING

The RNZ Rules of Racing will apply to all Rowing competitions, regatta and events facilitated or staged by MRA.

COMMON SEAL

The common seal of BRC shall be kept in the control of the Secretary and may be affixed to any document only by resolution of the Committee and in the presence of and with the accompanying signatures of the Chairperson and another Committee Member. In the absence of the chairperson then by another Committee member.

METHOD OF NOTICE

The Committee shall have discretion as to the method used to give notice as required by this Constitution. Depending on circumstances valid notice may be given by letter, email, via the Club Website or social media platform or any other method the Committee determines appropriate.

ALTERATIONS TO CONSTITUTION

The Constitution may only be altered, added to or rescinded by Special Resolution passed at a General Meeting.

No alteration, addition to or revision of this Constitution shall be approved if it affects the not-for-profit objectives, personal benefit prohibition or the winding-up rules of BRC. This Rule, 30.2, must not be removed from the Constitution and must be included in any alteration of, addition to, or revision of the Constitution.

Minor Changes: If an amendment to this Constitution would have no more than a minor effect or is to correct errors or makes similar technical alterations, the Committee may give notice of the amendment to every Member stating the text of the amendment and the right of Members to object to it. If the Committee does not receive any objections within twenty-one (21) days after the date on which the notice is sent, or any longer period that the Committee decides, the Committee may make that amendment. If it does receive an objection, the Committee is unable to make the amendment.

COLOURS

The colours of BRC are Black with a single broad horizontal white stripe, unless otherwise amended by RNZ in accordance with the RNZ Constitution and Regulations.

APPLICATION OF INCOME

The income and property of BRC shall be applied solely towards the promotion of the Purposes of BRC. No Member of BRC, or anyone associated with a Member, is allowed to take part in, or influence any decision made by BRC in respect of payments to, or on behalf of, the Member or associated person of any income, benefit, or advantage.

Except as provided in this Constitution:

No portion of the income or property of BRC shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise to any Member or Committee Member; and

No remuneration or other benefit in money or money’s worth shall be paid or given by the organisation to any Member except, by majority vote, to pay an honorarium and/or reimburse its Member(s) for their actual and reasonable expenses incurred in the conduct of BRC’s business. Prior to doing so the Committee must establish a policy to be applied to any question of reimbursement and the payment of the honoraria.

Any payments made to a Member of BRC, or person associated with a Member, must be for goods or services that advance the purpose of BRC, and must be reasonable and relative to payments that would be made between unrelated parties. This provision and its effect must not be removed from the Constitution and must be included in any alteration of, addition to or revision of the Constitution.

PART 6

DISPUTES PROCESS

DISPUTES PROCESS

Any dispute or complaint by or involving Members or any Officer arising in respect of the governance, management and operation of BRC (including any dispute or complaint referred to in Section 38 of the Act) will be dealt with by BRC:

in accordance with any applicable procedures prescribed by law, the RNZ Constitution and Regulations, the MRA Constitution and Regulations, this Constitution or any applicable Rules of Racing provided they are consistent with the rules of natural justice and are interpreted and implemented accordingly; or

in the absence of any applicable procedures referred to in Rule 33.1.a, in accordance with the procedures set out in Schedule 2 of the Act.

Any Regulations regulating complaints or dispute resolution procedures referred to in Rule 33.1a must be published by BRC on the BRC Website or distributed in such a manner as to ensure all invested parties are fully informed.

If the RNZ Constitution and Regulations, MRA Constitution and Regulations, this Constitution, any Regulation or any Rules of Racing expressly provides for it, decisions made in relation to any dispute or complaint in accordance with Rule 33.1.a may be appealed to RNZ in accordance with the RNZ Constitution, applicable RNZ Regulations or Rules of Racing.

All rules and procedures applicable to Members and Officers for complaints, disputes, disciplinary or other related matters in the RNZ Constitution and Regulations, the MRA Constitution and Regulations, this Constitution, Regulations, Rules of Racing, or otherwise decided by the Committee, shall survive the cessation of Membership in respect of any matter which occurred prior to the Member’s or Officer’s cessation of Membership.

PART 7

OTHER MATTERS

METHODS OF CONTRACTING

A contract or other enforceable obligation may be entered into by BRC:

by deed by:

two (2) or more Officers; or

an Officer, or other person or class of persons, whose signature or signatures must be witnessed; or

by agreement by a person acting under BRC’s express or implied authority.

NO FINANCIAL GAIN

The Officers and Members must not receive any distributions of profit or income from BRC. This does not prevent Officers or Members receiving reimbursement of actual and reasonable expenses incurred; or entering into any transactions with BRC for goods or services supplied to or from it, which are at arms’ length relative to what would occur between unrelated parties. No Officer or Member may influence any such decision made by BRC in respect of payments or transactions between it and them, their direct family, or any associated entity.

LIQUIDATION OR REMOVAL

The Committee will give not less than twenty-one (21) working days' notice to all Members of a proposed motion to be voted on at a General Meeting:

to appoint a liquidator;

to remove BRC from the Register of Incorporated Societies; or

for the distribution of BRC’s surplus assets.

A motion in Rule 36.1 requires a Special Majority of a 75% vote in its favour by the Members.

If upon the winding-up or dissolution of BRC there remains after the satisfaction of all its debts and liabilities any property whatsoever, the property shall not be paid to or distributed among the Members of BRC but shall be given or transferred to some other not for profit association, organisation or body having objects similar to the objects of BRC.

INDEMNITY

Every Officer, employee or Appointed Member will be indemnified by BRC:

for liability to any person other than BRC for any act or omission in their capacity as an Officer, employee, or Appointed Member, including, for Officers, liability for a failure to comply with the Officer’s duties under sections 54 to 61 of the Act and other duties imposed on the Officer in their capacity as an Officer; or

in relation to any costs incurred by them in defending or settling any proceeding or claim relating to the liability in Rule 37.1.a.

For the avoidance of doubt, BRC will not indemnify an Officer, employee or Appointed Member for:

criminal liability; or

liability arising from a failure to act in good faith and in what the Officer, employee, or Appointed Member believes to be in the best interests of BRC when acting in their capacity as an Officer, employee, or Appointed Member respectively.

BRC may, with the prior approval of the Committee, purchase and maintain insurance for Officers, employees and Appointed Members, against any liability or costs incurred by the person of the kind set out in Rule 37.1.a (liability) and if judgment is given in their favour or they are acquitted, or the proceeding is discontinued then under Rule 37.2.b.

MATTERS NOT PROVIDED FOR

If any matter arises that, in the opinion of the Committee, is not provided for in the RNZ Constitution or Regulations, the MRA Constitution or Regulations, this Constitution, the Rules of Racing, or, if any question or dispute arises out of the interpretation or application of this Constitution, the Regulations, or the Rules of Racing, the matter, question or dispute will be decided by the Committee as it sees fit.

Any matter or dispute which has been, or is being, dealt with by the Committee under Rule 38.1 must be reported to the Members at the next AGM.

PART 8

DEFINITIONS AND INTERPRETATION

DEFINITIONS

In this Constitution and unless the context requires otherwise, the following words and phrases with an initial capital letter, have the following meanings:

AGM means Annual General Meeting as described in Rule 23

By-law means any rule or regulation required for the efficient administration and management of BRC, additional to this Constitution, as determined by the Committee or through General Meeting from time to time

BRC means Blenheim Rowing Club Incorporated

Club Captain means the Club Captain whose responsibilities are defined in the Club By-Laws

Committee means the General Committee of the Club as described in Rule 24

Constitution means this constitution

Elected Committee Member means a Committee Member elected under Rule 24

General Meeting means an AGM or SGM

Member means and includes all classes of members of BRC described under Rule 6

Ordinary Resolution means a resolution passed by a majority of votes cast

Patron means the person appointed as the patron of BRC

President means the President of BRC whose responsibilities are defined in the Club By-Laws

Property means land & buildings (including tenure)

Purposes means the objectives of BRC described under Rule 4.1

Register means the register of Members specified in Rule 19

Rules means these rules (this Constitution) and “Rule” shall have a corresponding meaning

Secretary means the Club Secretary whose responsibilities are defined in the Club By-Laws

SGM means Special General Meeting

Special Resolution means a resolution passed by two-thirds of votes cast at a General Meeting by those eligible to vote under Rule 23.14.2

Treasurer means the Club Treasurer whose responsibilities are defined in the Club By-Laws

Vice-Captain means the Club Vice Captain whose responsibilities are defined in the Club By-Law

Vice President means the Club Vice President whose responsibilities are defined in the Club By-Laws

INTERPRETATION

In this Constitution (unless the context otherwise requires):

a. all headings are for ease of reference only and do not assist with the interpretation of this Constitution;

b. the singular includes the plural and vice versa;

c. any reference to legislation, secondary legislation, statutory regulation, rules, orders or instruments made or issued pursuant to that legislation or any Rule and Regulation includes any amendment to it and any replacement passed in substitution for it; a reference to an individual means a natural person;

d. a reference to a person includes bodies corporate, unless stated otherwise;

e. a reference to a person includes the legal and personal representatives, successors and permitted assignees of that person;

f. references to periods of time or notices, exclude the days on which they are given;

g. a reference to a notice or notification means doing so in writing;

h. a reference to “in writing” includes words visibly represented, copied or reproduced including by email or online;

i. a reference to a day means any day of the week (including a Saturday, Sunday, and a public holiday), unless a working day is specified, in which case it has the meaning given to that term in Section 13 of the Legislation Act 2019 and excludes the days observed as the anniversary of Nelson & Marlborough; and

j. derivatives of any term defined in this Constitution have a corresponding meaning.