The name of the Society (hereinafter called "The Society") shall be "The New Zealand Society of Biomedical Technology Incorporated".

The registered office of the Society shall be situated in that town wherein resides, for the time being, the Honourary Secretary of the Society.

The objects for which the Society is established are;

a. To promote the science and regulate the practice of biomedical technology;

b. To arrange for alliance or incorporation with the Society or affiliation to the Society of any society or association, not formed for profit, having objects kindred to those of the Society;

c. To promote, as far as relates to biomedical technology and allied subjects, improvements in conditions of employment and salaries where possible and to support or oppose alterations therein;

d. To facilitate the exchange of information and ideas affecting the science and practice of biomedical technology and allied subjects;

e. To assist in increasing the numbers of qualified persons available in the field of biomedical technology and to encourage better qualifications of such persons;

f. To suppress any illegal, dishonourable, improper or objectionable practices of members of the Society or of other persons which may become apparent to members of the Society;

g. To provide facilities in the form of conferences and lectures and organised inspections of various establishments for the increased knowledge and experience of members;

h. To print, publish, lend or distribute the proceedings or reports of the Society or any papers, communications, works or treatises on biomedical technology or its applications or subjects connected therewith or any abstracts thereof or extracts therefrom;

i. To promote and provide for the carrying out of research and experimental work in connection with biomedical technology;

j. To establish and maintain libraries, where practicable, and to promote, organise and conduct exhibitions of apparatus, plant, processes and techniques connected with the science and practice of biomedical technology and allied subjects.

k. To borrow moneys where required for the purpose of the Society and to give security for the repayment thereof;

l. To purchase, lease, hire or otherwise acquire buildings or premises, or sell, dispose or otherwise deal with such properties as may be deemed expedient with a view to the promotion of the objects of the Society;

m. To invest moneys of the Society not immediately required as may be from time to time determined;

n. To undertake and execute any trusts the undertaking thereof may be deemed conducive to the promotion of the Society's objects;

o. To do all such other things as may be lawful, incidental or conducive to the attainment of the foregoing objects or any of them.

RULES

In these Rules unless a contrary interpretation appears:

"Society" means the New Zealand Society of Biomedical Technology Incorporated.

"Council" means the Dominion Council of the Society.

"Financial Year" means the period commencing on the 1st day of April and continuing to the 31st day of March next following or such other period as shall be defined by the Council from time to time.

"Corporate Member: means any Life Member or Member of the Society.

"Honourary Member" means any Honourary Member of the Society.

"Affiliate" means any person (or organisation) appointed as an Affiliate under these Rules.

"Secretary" means the Secretary of the Society appointed as such under these rules.

"Treasurer" means the Treasurer of the Society appointed as such as these Rules.

"Meeting of the Society" means any Annual General, Special, General or Ordinary General Meeting of the Society unless otherwise qualified.

Words importing the singular number only include the plural and vice versa.

The Society shall consist of:

A. Life Members and Members who shall be termed Corporate Members as detailed in the regulations pertaining thereto.

B. Honourary Members and Affiliates who shall be termed Non-Corporate Members as detailed in the regulations pertaining thereto.

A. CORPORATE MEMBERS: Subject only to any requirements which may be prescribed by regulations the following persons shall be eligible for admission to Corporate Membership of the Society.

B. MEMBERS: A person is eligible for Membership upon satisfying the Council:

a. That he is a fit and proper person to be admitted to Membership of the Society.

b. That he is employed in a field of biochemical technology or such allied fields as may be approved by the Council.

Application for membership shall be in writing in the prescribed form and accompanied by the prescribed entrance fee, shall be sent by the applicant to the Secretary of the Council for its consideration and decision thereon.

New members will be admitted to the Society after approval by resolution of the Council or its duly appointed sub-committee on receipt of the prescribed fee.

Any member may resign his or her membership to the Society by submitting notice of his resignation in writing to the Secretary.

(a) No member whose subscription is six months in arrears shall be entitled to the privileges of membership so long as his subscription is unpaid.

(b) Any member whose subscription is over twelve months in arrears and who has been duly notified by the Secretary to his or her last known address shall cease to be a member of the Society and his name shall be removed from the Roll of Membership.

If, in the opinion of the Council, any member shall commit a breach of the Rules of the Society or act in an unethical or unprofessional manner to the detriment of the Professional Status of the Society or of any of its members, the Council may take such disciplinary action as it thinks fit either by way of loss of privileges or suspension, or expulsion from the Society provided that no Member shall be disciplined except upon the vote of two-thirds of the Council, and in the case of expulsion, upon the unanimous vote of the Council, but that such member shall have the right to appear before the Council in his own defence either in person and/or by council.

Any person who shall by any means cease to be a member of the Society shall nevertheless remain liable for and shall pay to the Society all subscriptions and/or moneys which at the time of his ceasing to be a Member were due from him to the Society.

(a) The Annual Subscription to the National Body by Life Members, Members and Affiliates shall be such sum or sums as may be determined from time to time at an Annual General Meeting.

(b) In addition to the first year's subscription a successful applicant shall pay to the Society such entrance fees as shall be determined from time to time.

(c) All fees and subscriptions shall be reducible for period of less than one year only at the discretion of the Council.

(d) All fees and subscriptions shall be due and payable in advance on the first day of each financial year.

(e) The Council may pay an honorarium to any officer of the Society or to any other person in recognition of services rendered to the Society from time to time.

(f) The Council may pay to persons travelling on Society business a daily travelling allowance and/or such fares as it may approve.

Subject to the general control of the Society by resolution at General Meetings, the affairs of the Society shall be administered by a Council comprising the following officers who shall be financial, corporate members of the Society:

President

Two Councillors (North Island & South Island)

Immediate Past President (Ex officio)

Chairman of the Executive Committee

Treasurer

Secretary

(a) It shall be competent for any Councillor who is unavoidably absent from any Council or Committee meeting to appoint by letter in writing another member of the Society to vote by proxy on his behalf at such meeting and in accordance with his instructions on any matter which has been duly notified on the order paper for the meeting.

(b) Any person appointed to act by Proxy in accordance with Rule 12(a) above shall be entitled to take part in discussions at the meeting to which he is so appointed as if he were in fact the Councillor on whose behalf he is acting and shall have all the powers, rights and privileges at that meeting as would be enjoyed by the Councillor so appointing him.

(c) Any Corporate Member may appoint by letter in writing another Member of the Society to vote by proxy on their behalf at any meeting where the Corporate Member would have normally voted.

(a) Every candidate for the offices of President and Councillor providing that Member has previously been a Corporate member for a period not less than one year, shall be nominated by not less than two Corporate Members of the Society by notice in writing to the Secretary not less than sixty days prior to the date of the Annual General Meeting at which the election is to take place and shall give in writing (for which purpose a fax shall be sufficient) his consent in Nomination. The names of all candidates nominated as aforesaid shall be inserted in the notice convening the meeting. The election of the Council shall be by Postal Ballot as hereinafter provided or may be determined from time to time by the Society in General Meeting. The closing date of the ballot for the election of officers shall be at least thirty days prior to the date of the Annual General Meeting.

(b) The Chairman of the Executive Committee shall, where possible, be one of the four Senior Officers. If none of these officers is domiciled within easy reach of the Registered Office of the Society such that he can attend regular Committee meetings then the Executive Committee shall appoint a Chairman who is so domiciled.

(c) Any Member nominated as a Councillor may also submit his name for nomination as President.

(d) In the event of the office of President or Councillor being vacated for any reason whatsoever then Council may at any time appoint another Member of the Society to fill the vacancy. Any person so appointed shall hold office only for the unexpired portion of the term of office of his predecessor. Vacancies created by lack of nominations for election shall be filled in a like manner.

(f) The Treasurer and Secretary shall be the persons appointed as such, as further set out in these Rules.

The duties of the President are to assist and guide the Society and to take the chair at every meeting, when present, and to enforce the Constitution and Rules at such meetings. He shall be an ex officio member of all committees. His appointment shall be confirmed at an Annual General Meeting and shall hold office until the election of his successor or his re-election. In the absence of the President from any meeting of the Society or Council, the Chair shall be taken by another officer as the meeting shall decide.

(a) The Council shall meet from time to time on such occasions and at such places as the president or a majority of the Council Members may decide.

(b) Not less than fourteen days' notice specifying the time, date and place of each Council Meeting shall be given by the Secretary to every member of the Council.

(c) Four members personally shall constitute a quorum of Council and proxy holders may be included in this number provided that not less than four persons are present.

(d) The Council shall appoint an Executive Committee comprising a Councillor and such other members as the Council shall appoint as more particularly described in the Regulation pertaining thereto. Such members of the Executive Committee shall be domiciled within easy reach of the Registered Office of the Society.

(e) It shall be competent for the Council to appoint sub-committees for special purposes and members of sub-committees need not necessarily be members of the Council or of the Society. The quorum of any sub-committee shall be as decided by Council.

(f) The Council from time to time shall appoint and empower such persons as it thinks fit to draw cheques, Promissory Notes, Bills of Lading, Drafts and other instruments either for the purpose of security or otherwise and to operate upon the account of the Society by over drawing or otherwise as the case may be save that all such documents shall executed only by resolution of the Council or its duly appointed Sub-Committees and shall be attested by the signatures of not less than two of the persons so appointed and empowered.

(g) Any powers conferred or duty imposed on the President by these Rules may in the absence of the President or because of his inability to act, be exercised or discharged by a Councillor appointed by the Council to act in his behalf, and the fact that the Councillor so appointed has so acted shall be conclusive evidence that he was entitled so to act.

(h) The Council may, in the name of and on behalf of the Society, do or omit any act or things which the Society could do or omit, unless it be provided by these rules that such doing or omission shall be resolution of a General Meeting of the Society.

(i) In particular the Council shall not Acquire, charge or (except by way of a lease for a period not exceeding three years) alienate any real property or borrow any sums of money on behalf of the Society without the authority of a General Meeting.

(j) The Council shall provide and be responsible for the custody of the Common Seal of the Society and shall direct the Seal to be affixed to documents requiring it, provided that the Seal shall not be affixed to any document except in the presence of two members of the Council who shall attest the affixing thereof by signature on such document, which shall be countersigned by the Secretary.

(k) The Council shall prepare and shall cause to be submitted to the Society at each Annual Meeting a report of the transactions and proceedings of the Council and the Society for the past year.

(l) The council may from time to time direct any funds of the Society to be invested in the name of the Society in any securities that the Council deems advisable, and shall make provision for the custody of such securities.

(m) The Council may at any time resolve that any question be submitted to members in the form of a postal or ordinary ballot and that a special General Meeting be held for the purpose of taking such ballot or that such ballot be taken at the next Annual General Meeting, or in such other manner as the Council may direct.

(n) (i) Any contract which, if made between private persons must be made by deed, shall, if made by the Council be in writing under the Seal of the Society.

(ii) Any contract which is made between private persons must be in writing signed by the parties to be charged therewith, shall be either under the seal of the Institute or signed by two members of the Council, on behalf of and by direction of the Council.

(iii) Any contract which if made between private persons may be made verbally without writing, may be made verbally on behalf of the Council by any two members acting by direction of the Council or a Committee thereof but no verbal contract shall be made for any sum or value exceeding $25.

(iv) All such contracts may, in like manner, be varied or discharged respectively.

(o) The Council may from time to time employ such person or persons as it deems advisable for the better management of the Society or the conducting of its lawful business.

(p) At all meetings of Council the voting powers shall be as follows: -

Chairman: One deliberate and also, if necessary, one casting vote.

Immediate Past-President: one vote

Chairman of the Executive Committee, One vote unless this office is held by one of the four senior officers, in which case the officer concerned is entitled to one vote only (plus casting vote in the case of the Council Chairman), and not one vote each for each office held.

Other members of the Council: One vote each.

(a) The Secretary, shall attend all meetings of the Society and of the Council and keep proper minutes of the proceedings and dispatch all notices required by these Rules, and communicate to the Council all notices, documents and matters received by him on behalf of the Society or in the course of his duties, and discharge all other duties reasonably required of him by Council.

(b) (i) The Secretary shall keep a membership roll containing the names and addresses of all Life Members, Members, Honourary Members and Affiliates as the case may be, and reason in each case for cessation of membership.

(ii) The Secretary shall from time to time make such amendments to the particulars entered in the Roll as may be required by change of circumstances.

(c) (i) The Secretary, after each Annual Meeting, shall cause to be sent to each member of the Society a copy of the Adopted Report of Council for the year last past.

(ii) The Secretary, prior to each Annual General Meeting, shall cause to be sent to each member of the Society a copy of the Treasurer's Balance Sheet and accounts for the year supported by the Auditor's Report thereon.

(d) On at least one occasion in each year the Secretary shall cause to be sent to each member a list of all the members of each class who are on the Roll of the Society.

(e) As soon as practicable after the Election of Officers at each Annual Meeting the Secretary shall cause to be sent to each member a list of the officers elected for the ensuing year.

(f) (i) The Secretary shall retain custody of, but submit for inspection by any member of the Society at all reasonable times, the following documents: - Roll of Members, Minute Book relating to all General Meetings; any report, Statement of account or other document produced at a General Meeting.

(ii) All other records and documents of the Society shall be in the custody of the Secretary and shall be open to inspection by members of the Council or of duly appointed sub-committees but not to any other member of the Society except pursuant to a resolution of the Society passed at an Annual, Special or General Meeting.

(g) All powers conferred and duties imposed by these Rules upon the Secretary may be exercised and discharged by any corporate member from time to time appointed by the Council to act in the position of Secretary.

(a) The Treasurer, subject to the direction of Council, shall have the supervision of the monetary affairs of the Society.

(b) The Treasurer shall cause to have or direct that all monies received on account of the Society shall be deposited at such Bank or Banks as the Council may from time to time direct or approve.

(c) The Society Bank or Banks shall not be changed except with the prior approval of Council.

(d) It shall be competent for Council from time to time as it may see necessary to appoint or employ a person or persons who may or may not be a member or members of the Society to handle the finances of the Society under the direction of the Treasurer.

(e) At the close of each financial year, the Treasurer shall prepare a Balance Sheet as at the end of such financial year and a statement of revenue and expenditure for that year and shall procure the same respectively to be audited by the Auditor of the Society and when audited presented to the Council and thereafter to the Annual General Meeting of the Society.

(f) All powers conferred and duties imposed by these Rules upon the Treasurer may be exercised and discharged by any corporate member from time to time appointed by the Council to act in the position of Treasurer.

(a) There shall be appointed at each Annual General Meeting an auditor who shall not be a member of the Council but shall be a member of the New Zealand Society of Accountants.

(b) The Auditor shall examine and report to the Society on the accounts and securities and other assets of the Society for the current year.

(c) In the event of an Auditor not being so appointed or in the event of the death or absence of the Auditor or his incapacity from mental or bodily disease (of which the Council shall be the sole judge) or his refusal to act, the Council shall appoint a similarly qualified person to be Auditor.

A. (i) Every meeting of the Society shall be convened by written or printed notice sent to each member at his last known address not less than 30 days prior to the date fixed for the meeting and each such notice shall state the date, hour and place of the meeting and the nature of the business to be entertained thereat.

(ii) At every meeting of the Society 12 members personally present shall form a quorum but this rule shall be read subject to the provisions of Rule 29a.

(iii) In the event of any meeting lapsing for want of a quorum, the business which should have been transacted at such meeting may be transacted at the next meeting of the Society if such meeting consents, and in such case shall be transacted at such meeting after the business on the Order Paper has been dealt with.

(iv) At any meeting of the Society ten members present may require that any question submitted to the meeting be decided by Ordinary Ballot or by Postal Ballot as the case may be and such Ballot be carried out in accordance with these Rules.

(v) At any meeting of the Society any resolution passed, the effect of which would be to annul or amend a previous resolution of the meeting, shall have no force unless approved by three-fourths of he members present.

(vi) At any meeting of the Society no resolution or ballot shall be invalidated by the fact that any member participated therein who was at that time not entitled to exercise the privileges of membership.

(vii) The Chairman at any meeting of the Society may with the consent of the meeting, adjourn that meeting, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which such adjournment took place.

(viii) At all meetings of the Society the Rules of Procedure shall be those set out in the Regulation hereto.

B. ANNUAL GENERAL MEETINGS

(i) An Annual General Meeting of the Society shall be held once in each calendar year on such date and at such hour and place as the Council shall determine.

(ii) The purposes of the Annual General Meeting shall be: -

To receive the Balance Sheet and Accounts of the Society for the financial year last past and an estimate of the receipt and expenditure for the current year.

To announce the result of the Ballot for President and to confirm the appointment of Councillors for the ensuing term.

To elect Life Members, Honourary Members and Affiliates of the Society as the case may be.

To appoint an Auditor for the ensuing year.

To transact such other business and/or hear and discuss such papers as may properly be brought before the meeting.

(iii) Items for submission at Annual General Meetings must be forwarded to the Secretary at least 60 days before the meeting and copies of all items must be circulated to all members.

C. SPECIAL GENERAL MEETINGS

(i) A Special General Meeting of the Society shall be convened either upon direction in writing to the President to the Secretary or upon resolution to the Council or upon a requisition in writing to the Secretary signed by not less than fifteen members, and stating the objects for which the meeting is required. Such objects shall be in accordance with the Constitution and Rules of the Society.

(ii) The date, hour and place at which a Special General Meeting shall be held shall be determined by the Council, but shall not be less than 30 or more than 90 days after the receipt by the Secretary of a direction by the President or the passing of a resolution in that behalf by the Council or the receipt ny the Secretary of a requisition in that behalf signed as aforesaid.

(iii) At any Special General Meeting no business shall be entertained unless the nature thereof has been set out in the notice convening the meeting or unless it may be deemed fairly to arise out of any business the nature of which has been set out.

D ORDINARY GENERAL MEETING

An Ordinary General Meeting of the Society may be held at such time and place as the Council may direct for the purpose of transacting the business of the Society and deciding upon such resolution as shall properly be brought before the meeting.

(a) At every meeting of the Society all questions other than the election of officers and any other questions as to which a ballot is required by these Rules shall be decided by the number of votes that the members carry to the meeting and on all such questions the Chairman shall have the casting vote.

(b) Other matters may be decided by a show of hands at the meeting, if that decision is made in accordance with Rule 21 (a) and on all questions the Chairman shall have the casting vote.

(c) Unless a ballot is required under Rule 20 Clause (a) Subsection (vi) hereof a statement by the Chairman that a question has been decided in the affirmative or the negative and/or entry to that effect in the minutes of the meeting duly approved as a correct record at a subsequent meeting, shall be conclusive evidence that such question has been so decided.

(a) For any election or issue which under these Rules is to be decided by postal ballot, a ballot-paper shall be delivered to each member who is entitled to exercise the privileges of membership during the year at the request of Council with the use of the Society Scrutineer or together with the notice convening the meetings at which the ballot is to be taken, together with an envelope numbered and marked with the words "Ballot-paper".

(b) The Ballot-paper for elections shall be in the form as prescribed by the Council. The ballot-paper for any issue submitted to members shall be completed by the deletion of words on the Ballot-paper or by writing the word "yes" or the word "no" against the question set out in the Ballot-paper.

(c) No Ballot-paper shall be counted in any postal-ballot unless it is received by the Secretary sealed in the numbered envelope before the time appointed by the Council as the time at which the Ballot shall be closed.

(d) All numbered envelopes received by the Secretary as aforesaid shall be handed by him unopened to two scrutineers appointed by the Council who shall unseal the same and note the vote cast and furnish to the person appointed by the Council a written statement showing in the case of each candidate or in the case of each issue submitted, the total number of votes cast, the number of votes for, the number of votes against, and the number of votes considered informal. A vote shall be considered by the scrutineers informal if it is cast in favour of a number of candidates for any office greater than the number of vacancies to be filled, or if it does not in the scrutineers' opinion indicate the intention of the voter. The informality of any vote shall not in itself invalidate any vote cast in the same ballot-paper for any other election or issue.

(e) If in the case of an election of any officer by reason of an equality given for two or more candidates the election is not decisive, the Chairman of the meeting at which the ballot is taken shall complete the election by giving such casting-vote or casting-votes as may be necessary to decide the election.

(f) If in the case of any issue the subject of postal ballot other than the election of officers there be an equality of effective votes cast for and against, then the issue shall be deemed decided in the negative.

(g) At the conclusion of any ballot the voting-papers shall be destroyed in accordance with a resolution of the meeting.

(a) Where a ballot is required under these Rules to decide any issue which is the subject of a motion before a meeting of the Society such ballot shall be taken forthwith or at such subsequent time as shall be decided by the meeting.

(b) For such ballot the returning officer shall be the Secretary or such other person as the meeting shall decide who shall submit the result of the ballot in writing to the Chairman.

(c) The meeting shall appoint two scrutineers to assist with the ballot under the guidance of the returning officer.

(d) In the event of an equality of votes being cast both for and against, the issue shall be deemed decided in the negative.

(e) After announcement of the result of the ballot, all ballot papers shall by resolution of the meeting be destroyed.

Honourary Members, Life Members and Affiliates may be appointed as such to the Society by Council on the recommendation of a General Meeting of the Society save that ten members in writing to the Secretary may require that such appointment be decided by Postal Ballot in which case a referendum shall be conducted by Council in such manner as Council may decide and the result thereof circulated to all members.

So far as is consistent with his official duties, no member shall in any way do any injustice to any other member or take any action against him which shall in any way injure him in his reputation or employment without first notifying the Secretary of the Society in writing of his intentions so to do. The Secretary shall immediately notify the Council of such complaint and the Council shall appoint some fit person or persons to investigate and bring about better understanding, and failing that to advise the Council which of he parties is at fault.

(a) All questions and disputes shall be dealt with by the Dominion Council.

(b) Any member or members who shall be dissatisfied by a decision of the Dominion Council shall have, on showing good cause, the right of appeal against the decision made by the Council by way of a rehearing, but after such rehearing must abide by the majority decision of the Dominion Council.

(a) Any notice, requisition or other document required to be give or delivered to the Secretary or to the Council or to the Society shall be deemed to be so given if served upon the Secretary personally mor sent by registered post letter addressed to the Secretary at the Registered Office of the New Zealand Society of Biomedical Technology (Incorporated) and if so sent by post shall be deemed to be served at the time when it would reach its destination in ordinary course of registered post.

(b) Any notice or other document required to be given or delivered if in writing signed by the Secretary (save that in any ballot paper or notice convening a meeting it shall be sufficient if the name of the Secretary be printed or otherwise affixed), and either served personally or sent in a prepaid letter by ordinary post address to such member at his last known place of business or abode known to the Secretary, and every such document so sent by post shall be deemed to be served at the time when it would reach its destination in ordinary course of post.

(c) The accidental omission to give notices of a meeting to be held or the nonreceipt of notice of a meeting by any members shall not invalidate the proceedings at that meeting.

(a) These Rules may from time to time be added to, altered or revoked by the Society at a Special General Meeting at which not less than twenty members are present.

(b) Notice of any proposed alteration or revocation of a rule or of any proposed new rule shall be delivered to the Council at least six weeks before the date of the meeting at which it is to be considered.

(c) The Secretary shall give notice of such proposed alteration or revocation to all other members of the Society not less than three weeks before the date of meeting at which it is to be considered.

(d) Immediately upon receipt of approval of the Registrar of Incorporated Societies any alteration or revocation of Rules must be circulated to all Members of the Society.

The council may by resolution make regulations determining the method of procedure for the proper functioning of the rules of the Society and any other matter relating to the general conduct of the affairs of the Society or the furtherance of the objects of the Society. Provided that no regulation shall be inconsistent with or repugnant to the Constitution or Rules of the Society or amount to such alteration of or Rules of the Society or amount to such alteration of or addition to the Rules as could only lawfully be made by a Special General Meeting.

In the event of the Society being wound up, the surplus assets and funds after payment of the liabilities and the winding up expenses of the Society, shall be donated to an organisation or organisations which promote the practice of biomedical technology.

(a) These Rules shall operate and be in force as from January 1992

(b) This Constitution and these Rules were approved at a Special General Meeting of the New Zealand Society of Biomedical Technology.