NZSPB Constitution and By-Laws

(Last amended 27 September 2006)

Section I – Name
Section II – Objectives
Section III – Membership
Section IV – Control of the Society
Section V – Winding Up of the Society
Section V1 – Control of the Common Seal
Section VII – Meetings
Section VIII – Finance
Section IX – Transactions
Section X – Interpretation
Section X1 – Amendments
Section X11 – Duties of Officers

Section I – Name

  1. The Society shall be named the New Zealand Society of Plant Biologists (Incorporated).

Section II  – Objectives

  1. Promote the advancement of scientific research and teaching of plant biology in New Zealand.
  2. Promote and encourage the interchange of information among those with an interest in plant biology.

Section III – Membership

  1. Membership of the Society shall be of three classes, viz Members, Associate Members and Life Members.
  2. Members and Life Members shall be entitled to attend all meetings of the Society, to take part in the proceedings thereof, to receive a copy of any reports and journals issued by the Society, to have full voting rights and to hold office.
  3. Associate Members shall be entitled to attend all meetings of the Society, to take part in the proceedings thereof, to receive a copy of any reports and journals issued by the Society, and to have full voting rights. Associate Members shall not hold office.
  4. Applicants for election as Members shall be persons actively interested in plant biology.
  5. Applicants for election as Associate Members shall be persons interested in plant biology and who either have retired from full employment or are bona fide students enrolled at an approved university, and not in receipt of full salary or persons otherwise considered worthy of Associate Membership by the Council.
  6. Life membership may be given to persons who have contributed in an outstanding way to the Society or to plant biology in New Zealand. Members wishing to nominate Life Members shall do so to the Secretary of the Society by April 30th each year with a brief written justification. Selection of Life Members shall be considered by a sub-committee of Council comprising the President, Vice President, Immediate Past President and Secretary. Recommendations for Life Membership shall be ratified by Council at least one month prior to the Annual General Meeting and announced at the Annual General Meeting.
  7. Any person with a genuine interest in plant biology may become a member or associate member by writing to the Secretary and forwarding the appropriate subscription.
  8. Termination of Membership.
    • The Council shall have the right, by a majority of two-thirds, to expel from the society any Member. Any expelled Member shall ipso facto cease to hold office.

    • The Treasurer shall give notice to any Member whose subscription is two years overdue, and if such Member omits or neglects to pay the overdue amount within two months, his/her name shall be removed from the membership roll.

    • Any member of the Society shall be entitled to resign on giving two months written notice to the Secretary prior to the expiry of the current financial year, provided all monies payable to the Society have been fully paid.

Section IV – Control of the Society

  1. The affairs of the Society shall be governed by a Council which shall consist of the President, Vice-President, Immediate Past President, Secretary, Treasurer and up to four Councillors. The offices of Secretary and Treasurer may be held by one person. All members of the Council shall be normally resident in New Zealand. Any member of the Society who represents the Society to a national body such as the Royal Society may become an ex officio member of the council if not already an elected member.
  2. The officers of the Society shall be financial Members and (other than the Immediate Past President which office is held in an ex officio capacity) shall be elected annually by ballot at the Annual General Meeting or by postal ballot except that two councillors may be co-opted by the Council and shall hold office until the Annual General Meeting of the Society following their election. Officers shall be nominated (proposed and seconded) by financial Members.
  3. Ballots shall be counted by two scrutineers appointed by Council and the results shall be announced at the Annual General Meeting by the Secretary. All officers shall be elected by a straight majority vote.
  4. In the event of an extraordinary vacancy occurring in the Council by death, absence from New Zealand for six months, except by leave of the Council, incapacity from mental or bodily diseases (of which fact the Council shall be the sole judge) or by resignation of any of its Members, such a vacancy may be filled by the Council at its next or any subsequent ordinary meeting occurring after such vacancy, by the election of another Member of the Society but the person so appointed shall hold office only for the unexpired term caused by the extraordinary vacancy.
  5. The Council shall meet at the call of the President or by notice in writing to the Secretary by any two Members of the Council. Four Members of the Council shall constitute a quorum.

Section V – Winding up of the Society

  1. The Society shall be wound up if the Society at a General Meeting of its members, passes a resolution requiring the Society so to be wound up, and the resolution is confirmed at a subsequent general meeting called together for that purpose and held not earlier than thirty days after the date on which the resolution so to be confirmed was passed. The resolution, and its confirmation shall be passed by a bare majority.

Section VI – Control of the Common Seal

  1. The common seal of the Society shall be kept in the control of the Secretary, and shall be affixed to any document or writing only by resolution of the Council.

Section VII – Meetings

  1. The Annual General Meeting shall be held at such time as Council may decide, providing always that an Annual General Meeting is held within each financial year as defined in Clause 21. Ordinary meetings of the Society may be held at any time that Council by resolution may appoint.
  2. The Secretary shall give not less than fourteen days written notice of the date and place of every Annual General, or Ordinary or Special General meeting to all Members of the Society, and shall set forth in such notice the business to be dealt with at such meeting.
  3. Special Meetings may be called at any time by the President. Moreover, the President shall upon receipt of a request by at least 10 Members call a Special Meeting at any time or place. In either case the President shall cause to be sent to each Member of the Society, ten days in advance of the date set for the Special Meeting, a written notice stating the subject or subjects to be considered at the meeting.
  4. At all Annual General, Ordinary or Special meetings of the Society 15 Members shall form a quorum.
  5. At all General Meetings of the Society each Member shall be entitled to one vote on her/his own behalf. However, any such person unable to be present at any meeting of the Society may appoint another Member as her/his proxy at any such meeting to exercise her/his vote as required by her/him. Such appointment to be in the hands of the Secretary before commencement of the meeting.
  6. All resolutions to be decided by a majority of votes cast by those eligible to vote. Unless a ballot is demanded by five Members entitled to vote, voting shall be recorded by voices or by a show of hands. Should a ballot be demanded it shall be taken in such a manner as the chairperson directs and the results of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.
  7. In the case of equality of votes whether on a show of hands or on a ballot the chairperson of the meeting at which the show of hands takes place or at which the ballot was demanded shall be entitled to a casting vote as well as a deliberate vote.

Section VIII – Finance

  1. The annual membership fees shall be decided by financial members at the Annual General Meetings. Life Members shall not be required to pay membership fees to the Society.
  2. The annual membership fee for Associate Members shall be set at the Annual General Meeting for each year.
  3. The financial year of the Society shall begin on 1 April and shall end at 31 March of the succeeding year.
  4. Annual membership fees shall be charged on a calendar year basis, 1 January through 31 December inclusive.
  5. Any Member two years in arrears in respect of fees is thereby suspended, as provided in Clause 7.2. In the event that he may wish to rejoin the Society, his/her name must be proposed for membership in the regular way and must be duly approved as if such a Member had not previously been a Member of the Society.
  6. Control and investment of funds. All funds of the Society shall be controlled by the Council. Two of three nominated Council members shall operate the Society’s accounts.
  7. An independent person nominated by the Council will check the accounts annually.
  8. Disposition of Property of the Society in the Event of Winding Up. In the event of the Society being wound up, any surplus after payment of all liabilities and liquidating fees shall be given to the Royal Society of New Zealand.

Section IX – Transactions

  1. The publication of proceedings shall be decided only by a General Meeting or by postal ballot.

Section X – Interpretation

  1. If any question or difference shall arise touching the interpretation of the articles of the Constitution or By-Laws or the construction thereof or any of them, the same shall be referred to the Council whose decision shall be final.

Section XI – Amendments

  1. The Constitution may be amended at any Annual General Meeting of the Society or any Special General Meeting convened for that purpose providing that notice of motion has been sent to the Secretary and transmitted to each Member at least four weeks in advance of such a meeting. Such notice of motion shall appear in the agenda paper of such a meeting.
  2. Any new motion not appearing on the agenda for Annual General Meeting or Special General Meeting and which is considered by a majority of members present, plus those represented by proxy at the meeting, to consist of part or parts of notified motions may itself be regarded as a notified motion.
  3. Any amendments or additions to the Constitution and By-laws must be carried by a bare majority of those present, plus members whose proxies are present, and entitled to vote at an Annual General Meeting or Special General Meeting.

By-Laws: Duties of Officers

President: It shall be the duty of the President to preside at meetings of the Society and of the Council and to maintain a general supervision of the business of the Society.

At all meetings the President as chairperson or his/her representative shall have a deliberative and casting vote.

Vice President: It shall be the duty of the Vice President to preside over the meetings of the Society in the absence of the President, or at his/her request, and generally act in the place of the President when the latter is unable to act.

Immediate Past President: It shall be the duty of the Immediate Past President to preside over the meetings of the Society in the absence of the Vice President, or at his/her request, and generally to act in the place of the Vice President when the latter is unable to act.

Secretary: It shall be the duty of the Secretary to keep an accurate record of the proceedings of the Society, to keep a register of all the names of members, with their addresses and dates of their election, to conduct the correspondence of the Society, to give notice of all meetings, and to perform such other secretarial and other duties as may be assigned to her/him by the Society.

Treasurer: It shall be the duty of the Treasurer to have charge of all monies of the Society, to pay all accounts, to keep a record of the financial standing of each Member, and to deliver annually to the annual meeting an audited statement of income and expenditure, and of the assets and liabilities of the Society.


  1. The Council shall meet during the year and a written record of such meetings as may seem appropriate shall be presented to Society members.
  2. It shall be the duty of Council to conduct the administration of the Society according to the Constitution. It may from time to time amend or revoke rules of the Society subject to the approval of the Annual General Meeting or of ordinary or special meetings of the Society.
  3. It shall be responsible for the employment of any such person for service in the Society and may expel or suspend such person from any such employment. It may fix the salary emolument or wages of any such service,and decide the form such employment should take to meet the administrative needs of the Society.
  4.  It shall be the responsibility of Council to:
    • Elect Members to the Society.
    • Appoint special committees to conduct special aspects of Society activities. The President and Secretary are ex officio members of such committees.
    • Encourage liaison with Australian and other plant biologists.
    • Ensure that true accounts are kept of the monies received and expended so that at the Annual General Meeting the Treasurer’s report will have been given with Council approval.
    • Consider and act as required on recommendations or suggestions from Members.