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Old referenceWasFunctional changeReasonNotes
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1Intoductory rules
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1.1Constitution
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1.1.1This document is the constitution of the Society for Creative Anachronism (New Zealand) Incorporated (referenced in this constitution as "SCANZ"), incorporated under the Incorporated Societies Act 2022.NewWe refer to a lot of societies in our documents, so it was worth being very clear that where we were talking about SCANZ, we say SCANZ.
The new Act has "constitutions", rather then "rules of incorporation"
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1.1.2This constitution entirely replaces the rules of incorporation for the Society for Creative Anachronism (New Zealand) Incorporated under the Incorporated Societies Act 1908.NewThe Rules of the Society for Creative Anachronism (New Zealand) Incorporated are replaced with this constitution.Schedule 1, part 1 s8-10 of the Act provides for societies to replace their rules entirely, including removing entrenched clauses to facilitate reregistration. The entrenched clauses are already covered in the Act as requirements for incorporated societies, so entrenching them is now redundant as we can't be contrary to the ActWhile we are providing a line-by-line comparison to the old rules, the changes required to modernise the constitution and align with the requirements for re-registering under the new act mean that amending the rules was a less practical option than full replacement.
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1.1.3All rules in this constitution are numbered and lettered (e.g. 1.2.3.a.ii) to facilitate referencing.Part 1.1.aAll sections of these rules have each paragraph numbered (a), (b), etc, to facilitate referencing.Numbering updated to what is used.
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1.2ContextThis section is new to help set the scene that we are part of something bigger, something shared with another organisation, and that we have a whole bunch of structures that are outside of the incorporated society context.
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1.2.1The Society for Creative Anachronism (SCA) is an international non-profit volunteer educational organisation comprised of affiliated organisations. The SCA is devoted to the research and re-creation of pre-17th century skills, arts, combat, culture, and employing knowledge of world history to enrich the lives of participants through events, demonstrations, and other educational presentations and activities.CorporaNew (well, not new - it's Corpora)NoneScene settingFrom the introduction of Corpora
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1.2.2SCANZ is the New Zealand instance of this global organisation.NewTo highlight that we are the NZ bit of the SCA.
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1.2.3Other instances of this organisation include:
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1.2.3.aThe Society for Creative Anachronism Incorporated in California, USA (SCA Inc)
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1.2.3.bThe Society for Creative Anachronism Limited Australia (SCA Ltd)
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1.2.3.cand other incorporations in Europe and Canada.
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1.2.4SCANZ and any other affiliates within New Zealand or Australia and their territories are the corporate organisations that provide the administration for recreational and educational activities of the shared recreational entity known as the "Kingdom of Lochac", or "Lochac". The other affiliates include SCA Ltd, and any under the auspices of student unions in New Zealand and Australia.NewNoneExplains that we have a shared concept that is the Kingdom of Lochac (the in-game (recreational) side of things.
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1.2.4.aThis recreational entity has structures and appointments that support participation in the activities that are the organisation's purpose which may be outside of, but are subservient to the requirements and appointments in this constitution.NewNoneExplains that Lochac has a bunch of structures and roles outside of this constitution (eg. all the officers that aren’t officers in an incorporated societies act sense)
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1.2.5SCA Inc has a document known as the "Organizational Handbook", that contains the mission and values of the SCA and a section called "Corpora" that lays out the governance of the recreation activities of the SCA.Explanation of Corpora
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1.2.6In order to remain aligned with the international SCA organisation, SCANZ will endeavour to maintain its body of rules in line with the mission and values and with Corpora. SCANZ reserves the right to deviate from Corpora where required by New Zealand law or the interests of its membership.Part 1.3.a... It is subject to all of the rules and regulations as embodied in the Organisational Handbook save and except those which are replaced by these Rules, which conflict with New Zealand law, or which are deemed by the Committee to be contrary to the interests of the members of the Society.We are _not_ subject to all the rules and regulations in the Organizational Handbook or CorporaThis is here to indicate that we don't have to follow the letter of Corpora, though we head in the same direction. Parts of our constitution will supercede what is in Corpora.Although our rules bound us to the entire Organizational Handbook (including the Introduction, Corpora, Bylaws, Corporate Policies and their Articles of Incorporation), fortunately the Introduction says we only need to follow the Intro and Corpora. The SCANZ/SCA Inc operating agreement says we only need to follow Corpora.
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1.2.7From time to time, SCA Inc. will make amendments to Corpora. When this occurs, SCANZ will evaluate what changes will be made this constitution and other policies, if any.Part 1.3.bWhere policy decisions are received from outside of New Zealand that may run contrary to New
Zealand law or the interests of the membership they need not be implemented but instead shall be
immediately referred to the committee for a decision. The committee shall examine the policy and
either implement the policy, or notify the SCA Ltd and the SCA of problems with the policy and
seek to implement a relevant alternative where possible.
Only SCA Inc can implement policy that will affect SCANZ.
Kingdom policy is subservient to SCANZ's constitution and policies.
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1.2.8Changes to our affiliate organisations' rules and procedures have no effect within New Zealand unless implemented by SCANZ.New
SCA Ltd changes to policy don't affect SCANZ. SCA Inc changes don’t affect us until we accept them.
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1.2.9Changes to policies and procedures held jointly with SCA Ltd must be agreed to by both organisations, or the policy or procedure must be separated by jurisdiction.NewJoint policies and procedures (most of our handbooks) need to be approved by both board and committee. If there's something that only happens in one country, but not the other, that needs to be separated out.
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1.2.10The rules and procedures around SCANZ's activities that are not otherwise covered by the SCANZ constitution, SCANZ affiliation (operating) agreements or SCANZ bylaws or policies are found in:NewNoneHighlights that there are rules that are not in the constitution that we expect ourselves and our people to also followNote that this is not actually an order of precedence for these documents. Because we are our own org, our kingdom handbooks are our equivalent to Society Officer Handbooks, approved by the Committee, so become org policy.
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1.2.10.aThe Corpora of the Society for Creative Anachronism Inc.,
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1.2.10.bSCA Inc's Society Officers' policies,
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1.2.10.cthe document known as the "Book of Laws of the Kingdom of Lochac", and
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1.2.10.dThe Kingdom of Lochac's administrative handbooks and rules for the various activities and procedures that are regulated.
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1.3Definitions
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1.3.1In this constitution, unless the context requires otherwise, the following words and phrases have the following meanings:Part 1.2 aa. In these rules the following definitions shall apply unless otherwise noted:NoneUpdated text to match template
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Actmeans the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.Part 1.2.a.8“The Act” is the Incorporated Societies Act 2022 with amendments incorporated.Includes regulationsUpdated text to match template
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Affiliate and affiliatesmeans other instances of the Society for Creative Anachronism (SCA) encompassed by an operating (affiliation) agreement, whether directly or indirectly.NewNoneDefines affiliate as we reference them frequently
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Affiliate membermeans a member of one of the other instances of the SCA encompassed by an '''operating (affiliation) agreement''', whether directly or indirectly.NewNoneDefines affiliate member
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Annual general meeting (AGM)means a meeting of the subscribing members of SCANZ held once per year which, among other things, will receive and consider reports on SCANZ's activities and finances.Part 1.2.a.16“AGM” is an Annual General Meeting of the SocietyNoneUpdated text to match template
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Baron or Baroness'means the titular head of a barony and does not mean any real-world nobility.NewNoneDefines the term
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BaronyA geographical branch of the SCA.NewNoneDefines the term
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Branchmeans any branch of the SCA, as defined in SCA Inc's Corpora.Part 1.2.a.14“Branch” is any branch of the Society as defined in section III.C of the Organizational Handbook.NoneRemoved reference to the specific chapter and paragraph, as the reference may become out of date. Also updated reference to be to Corpora, rather than the Organizational Handbook, as there is also a III.C in the Corporate Policies section of the handbook that is not about branches
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CantonA branch of the SCA that is supported within a barony.NewNoneDefines the term
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Chairmeans the officer responsible for chairing general meetings and committee meetings, and who provides leadership for SCANZ.NewNoneUpdated text to match template
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Chairpersonmeans the person chairing a meeting, who may or may not be the chair of SCANZ.NewNone
Specifies that there maybe someone acting as chairperson of a meeting that is not the Chair of SCANZ
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Collegemeans an affiliated branch of the SCA based in an educational institution that is under the auspices of a student union and its rules, not this constitution. They are administered independently of any geographical branch they are within the geographical boundaries of.NewNoneDefines the term, and specifies they aren't under this constitution.
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Committeemeans the governing body of SCANZ, as set out in this constitution.Part 1.2.a.2“Committee” is the Committee of management of the SocietyNoneUpdated text to match template
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Committee meetingmeans a meeting of the committee convened according to the process in this constitution.Part 1.2.a.3“Committee meeting” is a meeting of the Committee convened in accordance with these rules.NoneUpdated to reference "constitution" instead of "rules"
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Complaint and disputehave the meanings contained within section 38 of the Act.NewThis may be counter to what is in existing policy - which will be overridden by this constitutionThe act is clear on definitions.
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Constitutionmeans the rules in this document.Part 1.2.a.13“Rules” are the rules for The Society for Creative Anachronism (New Zealand) Incorporated (this document).NoneUpdated text to match template
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Contact detailsmeans a physical or an electronic address used by the person and a telephone number that is used by the person.NewNoneUpdated to match definition in Act
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Corporate officersmeans the SCANZ registrar, SCANZ treasurer, and SCANZ diversity, equity and inclusion officerPart 1.2.a.6“Corporate Officers” are officers of the Society, appointed by, but not members of, the CommitteeSpecifies the corporate officerswe have increased the officers of SCANZ beyond just corporate officers
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Crownmeans the titular heads of the recreational entity of the Kingdom of Lochac, and does not mean any real-world royal persons.NewNoneDefines the term, note that they can be same gender identity
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The Crown is most commonly a king' and queen, but may be any combination of the two.
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Eventmeans an SCA-sponsored event as defined in SCA Inc's CorporaNewNoneDefines the term
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Event membermeans an individual who has consented to be granted temporary membership with limited privileges for a single event, according to this constitution.Part 1.2.a.5“Event-member” is an individual who is not a current financial member, but who has been granted temporary membership with limited privileges for a single event.NoneUpdated to note they have to consent, as required by the act
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Financial statementshas the same meaning as section 6 of the Financial Reporting Act.NewNoneUpdated to match definition in Act
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General meetingmeans either an annual general meeting or a special general meeting of the subscribing members of SCANZ.NewNoneAdded text to match template
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Geographical branchmeans any branch either of shire or greater status, or of lesser status than shire but occupying a unique geographical area not encompassed by any other branch.Part 1.2.a.15“Geographical Branch” is any Branch either of shire or greater status or of lesser status than shire but occupying a unique geographical area not encompassed by any other Branch.None
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Greater Officermeans one of the kingdom-level roles defined as a Greater officer in the "Book of Laws of the Kingdom of Lochac". These roles may or may not include officers of SCANZ.NewNoneDefines the term
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Interested membermeans a member who is interested in a matter for any of the reasons set out in section 62 of the Act.NewNoneAdded text to match template
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Interests registermeans the register of interests of officers, kept under this constitution and as required by section 73 of the Act.NewNoneAdded text to match template
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Kingmeans one of the pair that comprises the Crown and does not mean any real-world royal person.NewNoneDefines the term
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KingdomA geographical branch of the SCA, ruled by a King and Queen (or combination thereof).NewNoneDefines the term
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Kingdom-levelmeans something that supports the Kingdom of Lochac as a whole, not specific branches.NewNoneDefines the term
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Kingdom of Lochacmeans the recreational entity that supports the educational and recreational aspects of SCANZ's purposes, jointly with SCA Ltd'.NewNone
Defines the term - we needed something to differentiate between stuff that is game-side and shared with SCA Ltd.
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Mattermeans -NewNoneAdded text to match template
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SCANZ's performance of its activities or exercise of its powers; or
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an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by SCANZ.
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Membermeans both subscribing members and event members as defined here.Part 1.2.a.4“Member” is an individual registered as a current financial member with the Registrar and whose membership has not been revoked.We use member when we mean both event and subscribing membersCheck all usage to ensure we mean both
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Noticeto members includes any notice given by email, post, or courier.NewNoneAdded text to match template
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Officermeans a natural person who is:NewAdditional officers have been included - The Crown, Kingdom Seneschal, Kingdom Exchequer and their deputy, B&Bs, Group senenschals and reeves and other account signatoriesAdded text to match template. We have taken the position that because the disqualifications for officers are primarily about fraud and financial issues, that anyone who makes decisions about expediture, or can execute the payment is an officer. This includes the Council of the Purse. B&Bs are included because of their long-term influence of their groups.
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a member of the committee, or
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occupying a position in SCANZ that allows them to exercise significant influence over the management or administration of SCANZ, including any Chief Executive or Treasurer.
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individuals appointed to roles that facilitate the management and administration of SCANZ, its branches and its activities, listed in relevant section of the constitution.Some roles within the kingdom met the definition of officer under the ActWe have a much broader definition of who is an officer under the Act, so need to be able to exclude the other officers that don't meet the definition - eg A&S officer, marshals etc.
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Operating agreementAn affiliation agreement between two instances of the SCA that documents the relationship between the two organisations and describes the mutual rights and obligations of the parties.NewNoneDefines the term
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Prince or Princessmeans the titular heads of a Principality and does not mean any real-world royal person.NewNoneDefines the term
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Principality
A geographical branch within a kingdom of the SCA, ruled by a Prince and Princess (or combination thereof).
NewNoneDefines the term
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Queenmeans one of the pair that comprises the Crown and does not mean any real-world royal person.NewNoneDefines the term
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ReeveThe treasurer of a branch.NewNoneDefines the term
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Register of membersmeans the register of members kept under this constitution as required by section 79 of the Act.NewNoneAdded text to match template
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SCAThe Society for Creative Anachronism (SCA) is an international non-profit volunteer educational organisation comprised of affiliated organisations devoted to the research and re-creation of pre-17th century skills, arts, combat, culture.Part 1.2.a.10“The SCA” is The Society for Creative Anachronism Incorporated in CaliforniaNow refers to the broader SCA. Added definition for SCA IncThe SCA is bigger than just SCA Inc, and we needed a term to describe the broader concept.
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SCA Incmeans the Society for Creative Anachronism Incorporated in California, USA.Part 1.2.a.10“The SCA” is The Society for Creative Anachronism Incorporated in California
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SCA Ltdmeans the Society for Creative Anachronism Ltd (Australia).Part 1.2.a.11“The SCA Ltd” is The Society for Creative Anachronism Ltd (Australia)
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SCANZmeans the Society for Creative Anachronism (New Zealand) Incorporated.Part 1.2.a.1“the Society” is the Society For Creative Anachronism (New Zealand) Incorporated.Throughout this constitution, references to "the Society" have been replaced with SCANZ
We often refer to "Society" in terms of what happens with SCA Inc, so we are being specific in referring to SCANZ.
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SCANZ Registrarmeans the officer who maintains the register of members of SCANZ.Part 1.2.a.9“Registrar” is the Corporate Officer who maintains the register of Society Members.Updated references to be clear when we mean the SCANZ registrar as opposed to the Registrar of Incorporated Societies.Both are mentioned in this constitution, so pays to be clear.
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Secretarymeans the officer responsible for the matters specifically noted in this constitution.NewNoneAdded text to match template
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SeneschalThe person responsible for the administrative oversight of a branch.NewNoneDefines the term
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ShireA geographical branch of the SCA.NewNoneDefines the term
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Special general meetingmeans a meeting of the subscribing members, other than an annual general meeting, called for a specific purpose or purposes.NewNoneAdded text to match template
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Subscribing membermeans an individual who has consented to become a subscribing member of SCANZ, by following the procedure in the relevant section of this constitution.Part 1.2.a.4“Member” is an individual registered as a current financial member with the Registrar and whose membership has not been revoked.NoneWe use member to mean both, so need to specify when we mean long-term financial members with voting rights etc
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Vice-chair:means the officer elected or appointed to deputise in the absence of the Chair.NewNoneAdded text to match template (though we call ours vice chair, rather than deputy chair
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Working daysmean as defined in the Legislation Act 2019. Examples of days that are not working days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign's birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.NewNoneAdded text to match template
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1.4The name of the societyPart II, Rules.1
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1.4.1The name of the society is "Society for Creative Anachronism (New Zealand) Incorporated" (in this constitution referred to as "SCANZ").Part II.1.aThe name of the Society is “The Society for Creative Anachronism (New Zealand) Incorporated”Removed "The" from the nameNot actually registered with "The" in the name.
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1.5Charitable status
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1.5.1SCANZ is not and does not intend to be registered as a charitable entity under the Charities Act 2005.NewNoneAdded text to match template. Mandatory section
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1.6The purposes of the societyPart II.2Objects and purposesNoneUpdated to match template
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1.6.1
SCANZ is a not-for-profit educational, sporting and recreational society whose purposes include:
This Society is a non- profit educational, sporting and recreational Society whose purposes include:None
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1.6.1.aconducting and promoting research into pre-17th century culture and life; andconducting and promoting research into pre- 17th century culture and life; andNone
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1.6.1.bpresenting activities and events which recreate the environment of said era, such as, but not limited to, tournaments, jousts, feasts, fairs, dances, classes; andpresenting activities and events which recreate the environment of said era, such as, but not limited to, tournaments, jousts, feasts, fairs, dances, classes; andNone
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1.6.1.cactively pursuing and encouraging the recruitment of new members into SCANZ and its affiliates; andactively pursuing and encouraging the recruitment of new members into the Society; andAdded affiliates
We don't mind which affiliate people join - we may encounter people online from all over the world.
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1.6.1.dundertaking such activities as may be reasonably expected in a society of this nature.undertaking such activities as may be reasonably expected in a society of this nature.None
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1.6.2SCANZ must not operate for the purpose of, or with the effect of -NewAdded text to match template. Mandatory section
Ironically, despite a clause that said that we couldn't alter the personal benefit clause, we didn't actually have a specific one (see also 1.8.1).
This section makes it very clear what we can do for our members that does not constitute personal gain.
We can:
Hire our members, as long as we pay what we would have paid if they were any other persom
Reimburse members
Hardship grants to members (eg discounted event fees)
Provide prize money (eg SG's gift to the Crown that attend CF)
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1.6.2.adistributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its members or other individual (whether in money or in kind); or
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1.6.2.bhaving capital that is divided into shares or stock held by its members or other individuals; or
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1.6.2.cholding, property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of SCANZ or otherwise).
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1.6.3But SCANZ will not operate for the financial gain of members simply if SCANZ -