NZPS Constitution

Proposal to update the constitution of the New Zealand Pain Society

The reason for this article now is to alert members to the proposed changes so you can consider them at least four weeks before the Annual General Meeting in March 2011

Why has a review of the Constitution been proposed?

Over the last few years, practices have changed, Society membership has grown and with it, there is a need for the Society to review and update the Constitution. The rules for amendments to the constitution state:

11 AMENDMENTS OF CONSTITUTION

11.1 The Constitution and Domestic Rules may be altered, added to, or rescinded by motion of which at least four weeks’ notice has been given prior to the Annual General Meeting and carried by a two-thirds majority of the members present and voting providing that a quorum for this purpose shall be 10% of the voting membership.

While it was felt that the constitution needed to be brought up to date, one has to be aware that it is meant to be a document that stands the test of time and reflects the legal principals intended when it was first conceived/drafted. The council have discussed the proposed changes in detail at face to face meetings and teleconferences.

Terminology

An attempt has been made to simplify some of the language, some clauses were rather obscure and required a consensus as to what they actually meant. No doubt things could be simplified further, but I must confess to going a little cross eyed at times and was always mindful that the meaning must remain intact.

Additions to the constitution were made in 2009 to allow proxy votes and to reflect the new roles of the Scientific Committee.

What are the latest changes?

2.5 Proxy Vote An addition has been made the Proxy vote clause to facilitate proxy votes for members who for whatever reason cannot approach another voting member to cast a vote on their behalf. The Secretary can cast more than one proxy vote. However, does there need to be an upper limit on the number of proxy votes?

4.4 Terms of Secretary and Treasurer have been brought into line with other Council members so they are 2 years rather than 1 year as it stands at the moment.

The rationale: this allows some continuity in the role but as with the other Council members they cannot become sitting tenants in the position. The maximum term of the Secretary, Treasurer and Council member positions remains six years. In other words, even if an office bearer spends several years on the Council prior to taking up office as Secretary or Treasurer, they still can only be on Council for a maximum of 6 years.

4.15 New clause for duties of Membership Secretary

The Membership Secretary is a paid position which was created, and ratified at the AGM, in 2003. The constitution has never been adjusted to reflect this.

Putting in the Membership Secretary meant several changes to several clauses that referred to the function of theMembership Secretary which previously referred to “The Secretary” but did not differentiate between Membership Secretary and NZPS Secretary.

Eg: “6.1 Resignation. A member may resign from the Society by notice to the Membership Secretary.”

Other clauses referring to the council secretary have not changed.

CESSATION OF MEMBERSHIP

Arrears

“6.2 Arrears of subscription. If a member fails to pay the subscription, after six months, membership privileges will be suspended, and membership cancelled after arrears of one year.”

Costs are incurred in continuing membership benefits of members who have not paid subscriptions. Under the old rule they may receive 6-8 publications during the 2 years before they are taken off the list of members. It is proposed that after six months in arrears, they will stop receiving membership benefits such as the publication or subsidised conference registration. After 12 months they are removed from the membership list. While this may seem harsh, despite sending out invoices and reminder phone calls, as of December 2010, the society has 200 members in arrears, some of these have been in arrears for 2 years. Total membership is 658. This is a considerable drain on resources eg. 600-800 unfunded Ngau Mamae for each year.

Financial Year

8.1 Dates change from April 1st - March 31st to Jan 1st – December 31st to fit with the current arrangement of financial year.

The financial year was changed several years ago for auditing purposes. April – March meant the books invariably had not returned from the auditors at the time of the AGM when the accounts are meant to be available.

8.4 A quorum for any general meeting shall be at least 25 of the voting membership including members of Council. Not 10%

For whatever reason, despite a large membership there are a high proportion of members who do not attend the Society AGM. This means the NZPS AGM have struggled to achieve a quorum of voting members, especially at joint meetings such as the recent APS/NZPS meeting. Several other organisations do not require a percentage figure so it was felt a quorum of 25 was reasonable in line with other professional organisations with comparable membership.

9. Branches

Reference to Special Interest Groups (SIGS) has been included as this is the current terminology. There may be a future amendment to this clause, to be ratified at a later date, depending on discussions with other chapters.

11.1 Quorum changed to coincide with quorum arrangements above.

13.1 Not less than four weeks before the expiration of a term of office the Secretary shall notify members of the impending vacancy or vacancies and call for nomination of candidates for the position.

Changed for consistency (timeframe of four weeks) with other clauses

14 Updated to reflect modern practice of using a conference organiser.

Please look at the proposed changes so you are familiar with them when you attend the AGM. The old and proposed constitution are available on the NZPS website. If you have difficulty accessing the website please contact me on This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Jenny Sandom
NZPS Council

Draft NZPS Constitution

1. CONSTITUTION

1.1 Name – The Society shall be known as “The New Zealand Pain Society Incorporated”, a chapter of the International Association for the Study of Pain (I.A.S.P.), hereinafter called “The Society”.

1.2 The Purposes for which the Society is organised, which shall be carried out solely within New Zealand, are exclusively educational, scientific and charitable in nature.

1.2.1 To improve the management of patients of all ages with acute and persistent (chronic) pain.

1.2.2 To bring together basic scientists, health professionals and others who have an interest in pain research and/or pain management.

1.2.3 To foster and encourage research into pain mechanisms and pain syndromes.

1.2.4 To promote education and training in the field of pain.

1.2.5 To promote and facilitate the dissemination of new information in the field of pain.

1.2.6 To promote and sponsor an annual New Zealand Scientific Meeting of the Society and such other meetings as may be useful or desirable for the advancement of the purposes of the Society.

1.2.7 To encourage the formation of regional associations for the study and treatment of pain.

1.2.8 To encourage the adoption of a uniform classification, nomenclature and definition regarding pain and pain syndromes.

1.2.9 To inform the general public of the results and implications of current research in the area.

1.2.10 To advise national and regional agencies of standards relating to the use of drugs, appliances and other procedures in the therapy of pain.

1.2.11 To encourage the development of a national data bank and of a uniform records system with respect to information relating to pain mechanisms, syndromes and management.

1.2.12 To engage in such other activities as may be incidental to or in furtherance of the aforementioned purposes.

1.3 Registered Office. The Registered Office of the Society shall be situated at the School of Medicine, University of Auckland, or at such other place as may be decided upon by the Council.

1.4 Common Seal. The Common Seal of the Society shall be that decided upon by the Council and the Secretary shall be responsible for its safe custody and control.

2. MEMBERSHIP AND VOTING RIGHTS

Membership in the Society shall be by written application to the Membership Secretary on an appropriate form decided upon by the Council. Membership in the Society is to be divided into four classes as follows:

2.1 I.A.S.P. Members. Members of the International Association for the Study of Pain who are resident in New Zealand and who are in good standing with the Society. I.A.S.P. members of the Society shall be entitled to one vote on matters brought before the membership.

2.2 Regular Members. Scientists, physicians and other health professionals interested in the objectives of the Society. Regular members of the Society shall be entitled to one vote on matters brought before the membership.

2.3 Honorary Members. Persons who have made outstanding contributions in the fields of pain research or management who have been nominated by two I.A.S.P. or regular members, and who have been approved by the Council and elected by majority vote at a General Meeting. Honorary members shall not be entitled to vote on matters brought before the membership.

2.4 Affiliate members. Persons or organisations including charitable or business corporations who are interested in furthering the purposes of the Society and who are not eligible for election as Regular members. Affiliate members shall not be entitled to vote on matters brought before the membership.

2.5 Proxy vote

2.5.1 A Society member who is entitled to vote but who is unable to attend the Annual General Meeting, may appoint another member who is entitled to vote or the Society Secretary to be a Proxy on their behalf.

2.5.2 The member acting as the Proxy must attend the Annual General Meeting, and is only entitled to ONE proxy vote. Only the Society Secretary may cast more than one proxy vote

2.5.3 The appointment of a Proxy must be made in writing on the Society Proxy Form to the Secretary before the start of the Annual General Meeting.

3. POWERS AND AUTHORITY

The Society shall possess all powers and authority permitted by law except:

3.1 No part of the net earnings of the Society shall inure to the benefit of or be distributed to its officers or other private persons except that the Society shall be authorised and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set for in Article 1.2 hereof, provided that no remuneration or other benefit or advantage of whatsoever nature shall be paid to or received, gained, achieved or derived by any member, to influence in any way the amount of that remuneration or the nature or amount of that benefit or advantage,

3.2 No substantial part of the work of the Society shall be carrying out of political activity and the Society shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

4. ORGANISATION

4.1 The governing body of the Society is a Council which may consist of a President, a Vice-President who in the year prior to the President’s term shall be the President-Elect and in the year immediately following the President’s term shall be the immediate Past-President, a Secretary, a Treasurer and up to four other Councillors.

4.2 The first Council shall consist of the persons who shall have been elected in accordance with the By-laws of the Society.

4.3 The President shall be elected biennially, but not take up office until the Annual General Meeting following the AGM at which he or she was elected. The President / Vice-President shall hold office until the 4th Annual General meeting after election as the President and shall not be eligible for re-election or re-appointment until a further period of two years has elapsed. The President / Vice-President shall also be obliged to retire as President / Vice-President after ten consecutive years in office as Councillor and / or President.

4.4 Each of the other members of Council including Secretary or Treasurer shall hold office until two years after election then shall retire but shall be eligible for re-election unless he / she has served six consecutive years on Council.

4.5 Any member of Council other than the President who has served for a consecutive period of six years shall be ineligible for re-election until that member has retired for a period of at least one year.

4.6 The quorum at a meeting of Council shall be the President or Vice President, Secretary or Treasurer and one other councillor.

4.7 The Secretary may give notice to call a meeting of Council at any time and shall do so at a request from any two Councillors.

4.8 The President, or in the absence of the President, the Vice President, shall take the chair at Council meetings unless and until any meeting Council resolves to appoint another of the members as Chairperson.

4.9 Council may from time to time co-opt members of the Society to be members of Council; the total number of Council members shall not at any time exceed eleven. Co-opted members shall cease to hold office at the ensuing annual general meeting and may be co-opted again.

4.10 If the President, Vice President, Secretary or Treasurer is for any reason incapable of acting or has voluntarily retired, Council may appoint one of its members to perform the duties of the office in question until the next annual general meeting.

4.11 Subject to the Constitution and to resolution of annual general meetings, the Council have the general conduct and superintendence of the affairs of the Society and may on its behalf make contracts, execute documents, employ persons, acquire and dispose of property of any kind, invest and vary investments, incur expenditure and reimburse its members and other persons for expenditure incurred by its authority; provided that service in the council shall be honorary. The Council has no authority to pledge the credit of and expenditure incurred by Council shall be met solely from property under its control.

4.12 The Secretary is the general clerical officer of the Council and the Treasurer its officer in relation to finance and property.

4.13 Council shall act by majority. The Chairperson shall have both a deliberative and a casting vote.

4.14 Council may appoint an Editor(s), not necessarily a Council member, who under general supervision of the Secretary shall keep or make such records of the activities of the Society as from time to time shall be deemed appropriate by the Council.

4.15 The Membership secretary is employed by the society to enrol new members, send members invoices of annual subscriptions and maintain records of membership. The Membership secretary shall provide extra clerical duties at the request of the Council executive.

5. SUBSCRIPTIONS

5.1 The annual subscription due from each class of membership excluding that of honorary membership shall be a sum determined at a general meeting. Honorary members shall not be required to pay any subscription.

5.2 Subscriptions shall be due the 1st day of April in each year.

5.3 A member while temporarily overseas will be expected to pay the normal Society subscription if that member wishes to continue to receive Society Notices and Publications. Alternatively, the member may request that his / her subscription be suspended temporarily, in which case that member’s name will be removed from the mailing list until such time as the subscription is renewed.

6. CESSATION OF MEMBERSHIP

6.1 Resignation. A member may resign from the Society by notice to the Membership Secretary. Resignations shall be without prejudice to the right of this Society to recover any amount due to the Society at the date of resignation.

6.2 Arrears of subscription. If a member fails to pay the subscription, after six months, membership privileges will be suspended, and membership cancelled after arrears of one year.

6.3 Expulsion. The Society, through power vested in the council, may advise any member of its intention to expel that member for misconduct, and may submit the matter to a General Meeting. The Council has the final right to decide by unanimous vote of the full Council expulsion of a member.

7. FINANCE

7.1 The monies of the Society shall be kept in authorised trustee investments in the name of the Society and shall be expended in accordance with resolutions of Council. The signatories to all cheques shall be 2 members of Council, one of whom would normally be the Treasurer. However, where Council has approved the holding of a scientific meeting of the Society, the local Secretary and another nominated member appointed in accordance with the domestic rules shall open a bank account locally in the name of the Society and shall be the signatory of cheques drawn on that account.

7.2 Other property of the Society shall be vested into two or more trustees who may be members or members of Council or other persons appointed from time to time by Council such terms as Council thinks fit. Trustees shall deal with the property of the Society as Council directs.

8. MEETINGS OF THE SOCIETY

8.1 An annual meeting of the Society shall be held in accordance with Article 5 Section 5.3A of the By-laws of the International Association for the Study of Pain at a time and place fixed by Council on notice to members given by the Secretary at least three weeks before the date of the meeting. This meeting shall be the Annual General Meeting of the Society. An Annual General Meeting shall be held once every financial year i.e. between January 1st and December 31st.

8.2 The Annual General Meeting of the Society shall, if possible, be held in conjunction with the Society’s Scientific Meeting each year.

8.3 There may be other meetings of the Society at times and places to be fixed by Council. Meetings may be sponsored by the Society or they may be hosted by a University Department or by another scientific society or organisation.

8.4 A quorum for any general meeting shall be at least 25 of the voting membership including members of Council.

8.5 The President or in the absence of the President, the Vice President, or in the absence of the Vice President the Secretary, shall take the chair at meetings unless and until the President invites another member of the Society to act as Chairperson.

8.6 The Annual General Meeting shall receive and may debate a report on the year’s activities of the Society to be presented by the President on behalf of the Council, a report and summary of accounts to be presented by the Treasurer on behalf of the Council and an editorial report to be presented by the Editor.

8.7 General meetings including the Annual General Meeting shall deal with any business brought before it by Council or required to be brought before it by the Constitution and by leave of the members present may also deal with any motion or any other business proposed or raised by a member present at the meeting.

8.8 All general meetings shall act by majority, the Chairperson having both a deliberative and a casting vote. Voting shall be by a show of hands or by secret ballot.

9. BRANCHES

9.1 Council may authorise the establishment of branches or Special Interest Group (SIG) of the Society in such places and under such rules, not inconsistent with the Constitution, as it approves. No person shall be a member of a branch or SIG unless that person is a member of the Society or becomes one within six months of admission as a member of the branch.

9.2 Council shall report the formation of a branch or SIG and the rules approved for the branch at the ensuing Annual General Meeting, which may by resolution then dissolve the branch or vary its rules.

10. NOTICES

10.1 Notices and requests required or authorised by this Constitution shall be in writing. Those sent to members may be posted either by electronic means or to the address of a member shown in the roll of members kept by the Membership Secretary and shall be deemed to be received eight days after posting.

10.2 Members shall advise the Membership Secretary of changes of address.

11. AMENDMENTS OF CONSTITUTION

11.2 If a quorum should be lacking, the meeting may resolve by a simple majority to decide the issue by a postal ballot of all voting members. In this event a simple majority of members returning ballots will suffice to pass the amendment.

11.3 No alteration or addition to rescission of the Constitution and Domestic Rules of the Society shall be made that is deemed to alter or affect in any way the charitable status of the Society without the prior written approval of the Inland Revenue Department.

12. DISSOLUTION

12.1 The Society may be dissolved by motion of an Annual General Meeting carried by a simple majority of those present pursuant to notice of motion given to the Secretary not less than three months before the meeting.

12.2 On dissolution the property of the Society shall not be distributed among members, but shall be applied to such charity or charities in New Zealand as determined by resolution of the last Annual General Meeting or in default of such determination as determined by a Judge of the High Court of New Zealand.

13. BY-LAWS: Election of Council

13.2 Any two members including members of the Council may nominate for vacancy or vacancies any member not disqualified for the position in question.

13.3 Elections shall take place at the Annual General Meeting.

13.4 The time and place of the Annual General Meeting shall be determined by Council.

13.5 Elections to council shall be by simple majority of voting members present.

13.6 In the event of a dispute, the Council shall remain in office until the determination of the dispute.

13.7 If the election date is later than the expiration of term of office, the term shall be deemed to have continued until the election date.

14. DOMESTIC RULES: Annual Scientific Meetings

14.1 In agreeing to host the Annual Scientific Meeting of the Society, members of the host Department, Society or Organisation with agreement of the Council shall choose a Conference Organiser who shall organise a meeting in coordination with the Society Council and Local Organising Committee. The Annual Scientific Meeting can be held in conjunction with other professional groups. It is desirable that the Society not be associated permanently with any other group.

14.2 The Conference Organiser regularly discusses progress with the Local Organising Committee.

14.3 Registration, accommodation and social functions costs must be made in accordance with arrangements determined by the Conference Organiser and Local Organising Committee.

14.4 The Conference Organiser shall maintain proper accounting records, which within twelve weeks of the completion of the meeting shall be submitted to the Treasurer for subsequent auditing as part of the Society’s accounts. The Local Organising Committee shall provide regular updates on conference planning and finances to council at least quarterly.

14.5 The Conference Organiser shall be assisted by a member of the Local Organising Committee who will be appointed as Scientific Programme Convenor.

14.6 The Scientific Programme Convenor may co-opt the services of the Society Scientific Committee to assist in the planning and control of the scientific content of the annual meeting.

14.7 A person who is not a member of the Society may present a communication demonstration in person at a meeting of the Society provided that person is introduced by a member of the Society.

14.8 Experiments on human or animal subjects presented at a meeting must be according to the codes laid down by the Medical Research Council of New Zealand and the appropriate Ethical committee of the institution in which the experiments were conducted.

14.9 Responsibility for the literary and scientific content of abstracts accepted for publication shall remain with the authors and their sponsoring institutions.

14.10 On the recommendation of Council the president may invite distinguished workers in pain study visiting New Zealand to be guests of the Society at its Annual Scientific Meeting.

14.11 Periodically as necessary the Secretary may invite all members to submit names for consideration as invited speakers. These nominations must be in the hands of the Secretary not less than one week before the Council meeting at which the names will be considered and a decision made on the basis of a preferential ballot.

15. SCIENTIFIC COMMITTEE: The Council shall form a Scientific Committee.

15.1 The Committee shall, ideally, be multidisciplinary and consist of a member of Council, 2 members each of the research working group, education working group and local organizing committee for the respective New Zealand Pain Society Annual Scientific Meetings.

15.2 Terms for the members appointed from the working groups to be 2-years with reselection for further 2-year appointment available. Such persons will be paid-up members of The Society.

15.3 The Committee may from time to time co-opt members of the Society to be temporary members.

1. Constitution
2. Membership and Voting Rights
3. Powers and Authority
4. Organisation
5. Subscriptions
6. Cessation of Membership
7. Finance
8. Meetings of the Society
9. Branches
10. Notices
11. Amendments of Constitution
12. Dissolution
13. By-laws: Election of Council
14. Domestic Rules: Annual Scientific Meetings
15. Scientific Committee: The Council shall form a Scientific Committee