Overview
CONSTITUTION OF INTERNET PARTY ASSETS INCORPORATED (IPA)
An incorporated society under the Incorporated Societies Act 2022.
Adopted by Special Resolution on: [Date]
Society Number: 2603204
NZBN: 9429043258765
1. NAME
1.1 The name of the society is Internet Party Assets Incorporated (“the Society”).
2. REGISTERED OFFICE
2.1 The registered office shall be at an address in New Zealand determined by the Committee.
2.2 Any change must be notified to the Registrar within 28 days.
3. PURPOSES AND POWERS
3.1 The purposes of the Society are:
- (a) To act as the asset-holding entity for the Internet Party, administering its financial affairs, assets, and property;
- (b) To support the financial administration of the Internet Party;
- (c) To act on the lawful written instruction of the Executive Committee of the Internet Party;
- (d) To enter into agreements for banking and financial services, including but not limited to the current agreement with IP Phase 2 Limited;
- (e) To do anything necessary or helpful to the above purposes.
3.2 Non-Pecuniary Purpose: The Society is not carried on for the pecuniary gain of any member.
3.3 The Society has the full capacity and powers of a natural person, subject to this Constitution and the Act.
4. MEMBERSHIP
4.1 Eligibility: Membership is limited to natural persons who are current members of the Executive Committee of the Internet Party.
4.2 Admission: Upon election/appointment to the party’s Executive Committee, the Secretary must enter the person’s name in the register. There is no membership fee.
4.3 Cessation: A person ceases to be a member immediately upon ceasing to be on the party’s Executive Committee.
4.4 Minimum: The Society must have at least 15 members.
4.5 Rights & Responsibilities: Members may attend, vote, and must act in good faith and in the Society’s best interests.
5. GOVERNANCE
5.1 The Committee: The Society shall be governed by a Committee, which is the same body as the Executive Committee of the Internet Party.
5.2 Officers: The President and Secretary of the Internet Party shall be the President and Secretary of the Society.
5.3 Meetings & Voting: The Committee meets as needed. Decisions are by majority vote; the President has a casting vote.
5.4 Delegation of Operations: The Committee may authorise and enter into contracts for specific operational functions, such as banking and financial services, with IP Phase 2 Limited or any other suitable service provider. The Committee retains ultimate responsibility for the Society’s governance and compliance.
6. MEETINGS OF MEMBERS
6.1 Annual General Meeting (AGM): An AGM must be held each year immediately prior to the Annual General Meeting of the Internet Party, on the same day and at the same venue.
6.2 Special General Meetings: May be called by the Committee or by written request of at least 10% of members.
6.3 Notice: At least 14 days’ written notice must be given for all general meetings.
6.4 Quorum: 50% of eligible members.
6.5 Voting & Resolutions: Each member one vote. Simple majority passes ordinary resolutions. A special resolution (75% majority) is required to:
7. FINANCIAL MANAGEMENT
7.1 Financial Year: Ends on 31 March each year.
7.2 Financial Administration: The Committee must ensure true and fair accounts are kept. All funds and assets must be used solely for the Society’s purposes.
7.3 Auditor: If required by the Act, an independent auditor shall be appointed by members at the AGM.
8. DISPUTE RESOLUTION
8.1 Application: Applies to disputes between members, or between a member and the Society.
8.2 Notification: A written notice outlining the dispute must be given to the Secretary.
8.3 Mediation: The Committee must appoint a mediator to facilitate resolution within 28 days.
8.4 Disciplinary Committee: If mediation fails, the Committee must establish an impartial Disciplinary Committee.
8.5 Natural Justice: The process must afford the member complained against full details, a right to be heard, and impartial consideration.
8.6 Decision & Expulsion: The Disciplinary Committee may reject, censure, suspend, or recommend expulsion.
8.7 Finality: The Society’s decision is final once this internal process is complete.
9. AMENDMENT OF CONSTITUTION
This Constitution may be amended only by special resolution at a general meeting. Amendments must be filed with the Registrar within 28 days.
10. WINDING UP
If the Society is wound up:
- (a) All debts must be paid;
- (b) No distribution may be made to members;
- (c) Surplus assets shall be transferred to the Internet Party or, if it no longer exists, to another New Zealand entity with similar objectives.
11. GENERAL
11.1 Common Seal – If used, kept by the Secretary and used only with Committee authority.
11.2 Indemnity – Officers are indemnified for liabilities incurred in good faith.
11.3 Interpretation – References to the “Internet Party” mean the unincorporated political party.
11.4 Governing Law – New Zealand law.
12. DEFINITIONS
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“Committee” means the governing committee of the Society, being the same as the Executive Committee of the Internet Party.
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“Executive Committee” means the Executive Committee of the Internet Party.
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“IP Phase 2 Limited” means the current related company contracted to provide banking and financial services to the Society.
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“Special Resolution” means a resolution passed by 75% or more of the votes cast.