Constitution


The New Zealand Society of Anaesthetist’s (NZSA) constitution outlines the fundamental principles and established precedents by which it has been agreed that the Society be governed.

Background

The New Zealand Society of Anaesthetists was founded in 1948 for anaesthetists around New Zealand to share information and experiences, with the intention of improving the anaesthetic care provided to patients in a field of rapidly increasing technical complexity.
There were 39 members when the NZSA began. Dr Eric Anson of Wellington, the Society’s first President, along with Drs Alf Slater (Wellington), Tim Taylor (Christchurch) and John Ritchie (Dunedin) were key figures in establishing the new group. The Constitution and By-Laws, adopted at that first meeting, were similar to those already adopted by the Australian Society of Anaesthetists and formed the basis of the Constitution adhered to by the Society today. The object of the Society has essentially remained the same since its inception: to promote the provision of safe anaesthesia and medical care throughout the duration of the patient’s surgical procedure. The Society is governed by an Executive Committee comprised of practising anaesthetists elected every two years by ballot of all financial members.

Charitable Status

In 2008 the New Zealand Society of Anaesthetists became registered as a charitable entity under the Charities Act 2005. To view the certificate of registration click CC38066_Certificate.

NZBN 9429042688716

Constitution – last updated 2012

NZSA Constitution

1. Name

1.1 The name of the Society is the “New Zealand Society of Anaesthetists Incorporated”.

2. Objects

2.1 The object of the Society is to promote the provision of safe anaesthesia and
perioperative medical care, primarily in New Zealand.
In order to further this object the Society will:

2.1.1 Promote and provide education in anaesthesia and perioperative medicine.

2.1.2 Facilitate exchange of ideas and information between anaesthetists.

2.1.3 Encourage and support research and publication into anaesthesia, perioperative
medicine and related disciplines.

2.1.4 Inform and educate the public about anaesthesia.

2.1.5 Assist members in the performance of their duties as anaesthetists.

2.1.6 Promote professionalism in the practice of anaesthesia and perioperative
medicine.

2.1.7 Support the health and welfare of anaesthetists and their families.

2.1.8 Promote the provision of safe anaesthesia and perioperative medical care in
developing countries primarily in the Asia Pacific Region.

2.1.9 Enter into such arrangements with other organizations as will further the object of
the Society.

3. Membership

3.1 Membership of the Society will be one of 4 major classes:

(a) Ordinary Members: Medical practitioners in one of the following 4 categories:

(i) Active members who will be practising Anaesthetists.

(ii) Continuing or long service members who have been members of the Society
for 30 years or longer.

(iii) Retired members who will have been active members of the Society but are
no longer engaged in the practice of Anaesthesia.

(iv) Trainee members will be practising Anaesthetists who are working towards a
postgraduate qualification in Anaesthesia.

(b) Honorary Members will be persons who due to their special interest in, or
conspicuous services to the Specialty of Anaesthesia, are nominated by the
Executive Committee and elected at a General or Special Meeting as Honorary
Members. Honorary Membership will normally be conferred upon persons who
have been of direct service to the New Zealand Society of Anaesthetists. They
will not be expected to take an active part in the Society’s affairs and will, if
anaesthetists, usually reside in countries other than New Zealand. They will not
be eligible to vote, hold office or form part of the quorum at meetings of
members.

(c) Life Members will be members of the Society who have made outstanding
contributions to Anaesthesia in New Zealand, and/or to the New Zealand Society
of Anaesthetists. They will be nominated by the Executive Committee and
elected as Life Members at a General Meeting of the Society. They will be
eligible to vote, to hold office and form part of the quorum at meetings of
members.

(d) Associate Members will be persons other than Anaesthetists practising in New
Zealand, who would normally be Ordinary Members. Such membership will be
confined to receipt of Society membership correspondence, including any
Newsletter of the Society and attendance at Scientific meetings. They will not be
eligible to vote or hold Executive office or form part of the quorum at meetings of
members.

3.2 Prospective Ordinary and Associate Members must be proposed and seconded by two
active or long service or retired or trainee Ordinary Members of the Society. These
applications will be subject to approval by the Executive Committee.

3.3 New members will pay the relevant current year’s subscription.

3.4 Resignation from the Society must be notified in writing to the Society’s Office.

3.5 The Executive Committee may require the resignation of a member of the Society.
Such a resignation will be subject to appeal to the next Annual General Meeting of the
Society when a decision of the majority of members present and entitled to vote will be
binding.

4. Headquarters

4.1 The Executive Committee will from time to time decide the location of the headquarters
of the Society which may be different from the registered office of the Society.

5. Officers of the Society

5.1 The Officers of the Society will be a President, a Vice-President, a Secretary, a
Treasurer, and such other officers as shall be considered necessary from time to time
by the Society at the Annual General Meeting.

5.2 The Executive Committee shall consist of the Officers of the Society, and six Ordinary
Members who will be elected in accordance with section 8 of this constitution.

5.3 Any vacancy occurring on the Executive Committee during its term of office, or any
vacancy not filled by election, may be filled by a nominee or nominees of the Executive
Committee or that part of the Executive Committee then remaining.

5.4 The Executive Committee may co-opt additional members for the Executive
Committee (being together less than a majority of the Executive Committee after their
appointment) at its discretion. Co-opted members of the Executive Committee will
have full voting rights and may form part of the quorum of the Executive Committee.

6. Duties and Powers

6.1 The duties of the Committee and Officers will be as follows:

6.1.1 The Executive Committee will manage the affairs of the Society in all respects
except to the extent required to be determined at a meeting of members under
this constitution or by law. It will be the duty of the President and Secretary to
obtain the views of the Officers of the Society on matters of significance to the
Society, either by calling an Executive Meeting, or by correspondence (including
electronic media).

6.1.2 The President will preside at all meetings, will represent the Society on all official
occasions, and will perform all the duties ordinarily belonging to the office of
President. He/she will present a report to the Annual General Meeting.

6.1.3 The Vice-President will be a deputy for the President in the event of the latter
being unable or unwilling to act. In the event of the presidential office for any
reason falling vacant, the Vice-President will become the President for the
remainder of the current year.

6.1.4 The Secretary will be responsible to the Executive Committee and will perform all
the duties ordinarily belonging to the office of a Secretary. He/she will keep the
minutes of all meetings, including the minutes of the Annual General meeting, for
publication to all members, and the minutes of Executive Meetings.

6.1.5 The Treasurer will be responsible to the Executive Committee and will perform all
the duties ordinarily belonging to the office of Treasurer. He/she will present an
Annual Budget, and annual financial statements, and will receive and disburse
the funds of the Society.

6.2 Notwithstanding any other provision, the Society shall not expend any money:

6.2.1 Other than to further purposes recognised by law, nor

6.2.2 For the sole personal or individual benefit of any member.

6.3 Any transactions between the Society and any member, officer or member of the
Board, or any associated persons shall be at arms’ length and in accordance with
prevailing commercial terms on which the Society would deal with third parties not
associated with the Society, and any payments made in respect of such transactions
shall be limited to:

6.3.1 A fair and reasonable reward for services performed,

6.3.2 Reimbursement of expenses properly incurred,

6.3.3 Usual professional, business or trade charges, and

6.3.4 Interest at no more than current commercial rates

6.4 The Executive Committee will have the power to invite a representative of such other
organisations as will further the interests of the Society, or its members, to attend
Executive Meetings, as observers/advisers. Such a representative will have no voting
rights. Expenses will not be met by the Society unless agreed to by the Executive
Committee. The Executive Committee may appoint one of its members to represent
the Society at meetings of such other organisations as will further the interests of the
Society, or its members. This function may be delegated to ordinary members of the
Society at the Executive’s discretion.

6.5 The Executive Committee will have the power to appoint ordinary or associate
members, or to establish subcommittees to undertake specific tasks on its behalf. The
Executive shall determine their terms of reference. The Executive will appoint ordinary
member or associate members of the Society to act as members of such
subcommittees. The Executive shall appoint the Chair of any such subcommittee, and
the Chair may be ex officio a member of the Executive Committee but without the right
to vote or form part of the quorum at meetings of the Executive Committee.
In all circumstances they will be responsible to the Society through the Executive
Committee, and minutes of the subcommittee shall be reported to the Executive
Committee.

6.6 An Executive Officer appointed to manage Society affairs will be responsible to the
Society through the Executive Committee.

7. Expenses of Officers

7.1 Subject to prior approval by the Executive Committee, reasonable travel,
accommodation and meal expenses may be refunded to members of the Society when
they are required to travel on Society business. Such expenses will require full
documentation for audit purposes.

7.2 Subject to approval by the Executive Committee on an annual basis and recorded in
the Minutes, an allowance for incidental personal expenses incurred by the President
of the Society in the course of his/her duties may be refunded without documentation.

8. Election of Officers

8.1 Officers will be elected by means of a 2 yearly postal or secure electronic ballot of all
financial members.

8.2 Officers to be elected include: The President-Elect (who will automatically become the
President at the conclusion of the AGM the year following the ballot), the Secretary,
Treasurer, and six other Representatives.

8.3 Should a vacancy occur it may be filled by a nominee of the Executive Committee in
accordance with section 5.3 of this constitution.

8.4 The nominee will remain in office until the next postal ballot.

8.5 All financial members shall be entitled to seek election as Officers or as ordinary
members of the Executive Committee.

8.6 A postal ballot for the election of Officers will be organised and conducted in a
confidential manner by the Executive Officer. The Secretary will call for nominations in
the Newsletter. Nominees must be financial members of the Society and must be
nominated and seconded by financial members.

8.7 Regulations for the conduct of the election of Officers shall be determined from time to
time by the Executive Committee, provided that:

8.8 The President-Elect: The President-elect will be elected by bi-annual postal ballot, and
will hold office as Vice-president, ordinarily until the next Annual General Meeting
when he/she will become President. The President will hold office for 2 years, and on
retiring will become Vice-President for 1 year.

8.9 Secretary: A Secretary will be elected by bi-annual postal ballot and he/she will be
eligible for re-election. The term of office of the Secretary will not normally exceed 6
years. The immediate past Secretary may be appointed as Assistant Secretary at the
perogative of the Executive.

8.10 Treasurer: A Treasurer will be elected bi-annually by postal ballot, and he/she will be
eligible for re-election. The term of office of the Treasurer will not normally exceed 6
years.

8.11 Ordinary Members of the Executive Committee: The members of the Society will biannually elect 6 representatives to the Executive Committee by postal ballot.

8.12 The term of office for Executive Committee members will not exceed 12 years in all.

9. Election Process

9.1 Nominations will be called for, and the ballot conducted, at such a time so that the new
executive can be announced at, and take office, at the conclusion of the AGM on a biannual basis.

9.2 Nominations shall be called for not less than three months before the date of the AGM.

9.3 Where there is more than one candidate for any position, a postal or secure electronic
ballot will be held.

9.4 Where there is only one candidate for any position they will be declared elected
unopposed at the AGM.

9.5 Voting papers shall be circulated to members’ nominated addresses not less than one
month prior to the AGM.

9.6 Voting papers must be returned by post to the Registered Office of the Society not less
than two weeks before the date of the AGM.

9.7 Candidates will be elected by the greatest number of valid votes.

9.8 Results will be declared at the AGM.

10. Meetings

10.1 Meetings of Members: Meetings of the members of the Society may be of 2 kinds,
namely Annual and Special meetings.

10.1.1 Annual General Meeting. The date and location of this meeting will be at the
discretion of the Executive Committee. It will ordinarily be held in conjunction
with an annual scientific meeting of New Zealand anaesthetists. The quorum
will be 20 members present in person or by proxy.

10.1.2 Special General Meetings. The Executive Committee may call these at such
times, locations and for such purposes as may be determined by the
Executive Committee. The quorum will be 20 members present in person or
by proxy.

10.1.3 The Secretary will give at least 4 weeks notice of the Annual General Meeting
which may be given through the Newsletter to all members. Special Meetings
of the Society may be notified to all members through the Newsletter or other
means such that at least 4 weeks notice is given.

10.1.4 Voting at all meetings of members or the Executive Committee will be by
show of hands unless a secret ballot is requested. Upon a ballot each
member of the Society or member of the Executive Committee (as the case
may be) will have 1 vote.

10.1.5 A postal or secure electronic ballot of all ordinary and life members will be
permitted for any matter raised at a General or Special Meeting if a special
motion to that effect is passed at the appropriate meeting.

10.1.6 A member of the Society may appoint a proxy to attend and exercise his or
her rights at a meeting of members, in accordance with procedures
determined from time to time by the Executive Committee.

10.2 Executive Meetings

10.2.1 Meetings of the Executive Committee will be held in the manner as
determined by resolution of the Executive Committee from time to time, or in
the absence of procedure determined by the Executive Committee, in the
manner as determined by the President from time to time. There will ordinarily
be not less than 2 meetings each year. Telephone meetings will be
permissible.

10.2.2 The quorum for meetings of the Executive Committee will be half of its
members either in person or meeting via telephone or other electronic media.
A resolution of the Executive Committee will be passed if approved by a
majority of those present at the relevant meeting (being not less than a
quorum) and being entitled to vote. A resolution of the Executive Committee
may be passed in writing signed by a majority of the Executive Committee
(not being less than a quorum) entitled to attend meetings of the Executive
Committee and entitled to vote, and may consist of 2 or more documents in
the same form signed by one or more Executive Committee members.

11. Order of Business at Meetings

11.1 At Annual General Meetings:

At Annual General Meetings the order of business will be as follows:

i. Apologies
ii. Minutes
iii. President’s Report
iv. Financial Report
v. Election of Officers
vi. General Business

11.2 At Special Meetings:

At Special Meetings the order of business will be as follows:

i. Apologies
Ii General Business

12. Expressions of Society Opinion

12.1 No member shall state an opinion to be that of the Society unless that member
receives the prior approval from the President or Executive Officer.

12.2 The Society’s name and logo shall not be used without the prior specific approval of
the Executive Officer or the Executive Committee.

13. Dues

13.1 Ordinary active members, retired members, long service, trainee members and
associate members will pay such a fee as may be recommended by the Executive
Committee and approved by the Annual General Meeting.

13.2 Life and Honorary members will pay no subscription.

13.3 Non-financial members will be ineligible to vote or hold office. Non-payment of the
annual subscription for two successive years will be taken as implying resignation from
the Society, unless or until such arrears are paid.

13.4 The subscription will be due on February 1 each year, in advance.

14. Amendment to Constitution

14.1 Any proposed revision of, or amendment to, the Constitution of the Society must find a
proposer and seconder in the Executive Committee. It will then be submitted to
referendum of all the members and will be carried by a 60 percent majority of valid
votes returned who would together form not less than a quorum of members at an
Annual General Meeting of the Society.

14.2 Provided that no amendment may be made which would alter:

14.2.1 The exclusively charitable nature or tax-exempt status of the Society,

14.2.2 The rules precluding members from obtaining any personal benefit from their
membership, or

14.2.3 The rules as to winding up.

15. Common Seal

15.1 The Common Seal of the Society will be as adopted by the Executive Committee from
time to time and will be kept in safe custody by the person determined by the
Executive Committee from time to time. The Seal will be affixed in the presence of at
least 2 members of the Executive Committee, on the authority of the Executive
Committee.

16. Control and Investment of Funds

16.1 All monies will be paid to the Registered Office of the Society.
The Treasurer will be responsible for banking and investment of these funds, but may
delegate this responsibility to the Executive Officer. Two signatories as determined by
the Executive Committee will sign cheques or authorize electronic payments drawn on
the bank account of the Society.

16.2 The Executive Officer appointed may have access to a limited fund, as determined by
the Executive Committee from time to time, for the purpose of paying day to day office
expenses. Full records of all such expenses and payments will be kept.

16.3 The Executive Officer may under delegation of the Executive Committee make capital
purchases and expend funds in keeping with the Society’s object and within the
agreed annual budget as determined by the Executive Committee.

16.4 The Society will have the power to borrow money and operate a bank account
including an overdraft facility. This will be actioned by 2 members of the Executive
Committee after written consultation with, and the unanimous agreement of the
remainder of the Executive.

16.5 Surplus funds of the Society may be invested in any of the ways authorised by law for
the investment of Trust funds. Surplus funds may also be transferred from time to time,
at the discretion of the Executive Committee, to the Anson Memorial Trust Fund or
such other charitable purposes approved by the Society in General Meeting from time
to time.

16.6 The Executive Committee and its subcommittees will be required to keep, or procure
the keeping of, full records of any financial matters enacted on behalf of the Society,
so that these can be audited prior to presentation at the Annual General Meeting.

17. Indemnity

17.1 The members of the Executive Committee, the Secretary and other Officers of the
Society shall be indemnified by the Society for all losses and expenses (including legal
costs on a solicitor and own client basis) incurred or suffered by them in and about the
discharge of their respective duties as Officers of the Society except as shall result
from their own respective willful default or criminal act or omission.

17.2 Indemnity and public liability insurances will be maintained by the Executive Officer of
the Society.

18. Limitation on Liability

18.1 No member of the Executive Committee, the Secretary or other Officer of the Society
shall be liable for the acts or defaults of any other member of the Executive
Committee, Secretary or other Officer, or for any loss or expense happening to the
Society unless the same arose as a direct consequence of his or her own willful default
or criminal act or omission.

19. Notices

19.1 Notices and communications to or from members of the Society, Officers of the
Society or the Executive Committee may be given in writing, by facsimile or by
electronic message system.

19.2 Notices will be deemed to be received:

19.3 In the case of notices or communications in writing, 2 business days after posting if
posted from within New Zealand to the last known residential or professional address
of the recipient.

19.4 In the case of notices or communications by facsimile or by electronic means
(including e-mail), on the day of transmission of the notice or communication in full to
the facsimile, e-mail or other electronic address of the recipient if sent on a business
day between 8.30 am and 5 pm, or on the following business day if sent outside those
hours.

20. Winding up

20.1 The Society will be wound up if at a General Meeting, a majority of those voting, being
not less than a quorum of members, pass a resolution to this effect following notice of
that resolution having been sent to members. If, upon winding up the Society, either
voluntarily or by the Registrar of Societies, or otherwise, there remains after the
satisfaction of all its debts and liabilities, any property whatsoever, the same will be
distributed for an appropriate charitable purpose(s) as approved by the Society in
General Meeting from time to time.