Table Tennis New Zealand Incorporated
Incorporated Society No. 216082
NZBN: 9429042692102
Constitution
Adopted at a Special General Meeting on 5 October 2025
Contents
1. Definitions and interpretation
2. Details of Table Tennis New Zealand
3. Purpose and powers
4. Members
5. General Meetings
6. Board
7. Board Meetings
8. Officers’ Duties
9. Interests
10. Chief Executive
11. Indemnity
12. Finances
13. Method of contracting
14. Amendments
15. Bylaws
16. Integrity
17. Dispute resolution
18. Liquidation and removal
19. Matters not provided for
20. Transition
1. Definitions and interpretation
Definitions
1.1 In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
Act means the Incorporated Societies Act 2022, including any amendments, and any regulations made under that Act.
AGM or Annual General Meeting means a meeting of the Members of TTNZ held once a year convened under this Constitution.
Aotearoa means New Zealand.
Application means an application for membership as set out in clause 4.5.
Board means TTNZ’s governing body.
Board Majority means 50% of the Board Members rounded up to the nearest whole number.
Board Meeting means a meeting of the Board.
Board Member means a member of the TTNZ Board, including the Chair.
Bylaws means any bylaws, policies, regulations, and codes of TTNZ made under clause 15.1.
Casual Vacancy is a vacancy which arises on the Board when a Board Member does not serve their full term of office.
Casting Vote means a deciding vote given by the Chair if there is an equality of Deliberative Votes.
Chair means the Board Member appointed as Chair of TTNZ under this Constitution.
Chief Executive means the person in the highest-ranking management position in TTNZ.
Club means a table tennis club which is an RA Member.
Club Member means a member of a Club (whether an entity or an individual).
Constitution means this Constitution, including any amendments and any schedules to this Constitution.
Contact Details means a physical or an electronic address and a telephone number.
Contact Person means the Chief Executive, or any other person appointed by the Board to be the Contact Person in accordance with clause 2.4.
Contractor means contractor to TTNZ.
Deliberative Vote means a vote cast where there is an entitlement to vote, excluding a Casting Vote.
Diversity, Equity and Inclusion means ensuring fair and equitable opportunities are available to everyone to participate in sport and recreation irrespective of age, ability, ethnicity, gender, national origin, race, religion, sexual orientation, beliefs, or socio-economic status.
Electronic means using any audio, audio and visual, or electronic communication technology.
Employee means employee of TTNZ.
General Meeting means an AGM or SGM of TTNZ.
Interests Register means the register of interest disclosures made by Officers kept under this Constitution.
Matter means:
(a) TTNZ’s performance of its activities or exercise of its powers; or
(b) an arrangement, an agreement or a contract made or entered (or proposed to be made or entered) into by TTNZ.
Member means each person or entity who for the time being is a member of TTNZ and includes all categories of members of TTNZ described in clause 4.1.
Member Register means the register of Members kept under this Constitution.
Not-for-profit entity has the meaning given to it under the Act.
Officer means a Board Member and any natural person occupying a position in TTNZ that allows the person to exercise significant influence over the management or administration of TTNZ, in accordance with the Act.
Ordinary Resolution means a resolution passed by a majority of votes cast.
Player (Foundation or Social or Competitive) has the meaning given to the term as defined by Sport NZ.
Purposes means the purposes of TTNZ described in clause 3.1.
RA Member means a member of a Regional Association (whether a Club or an individual)
Regional Association means an organisation with an interest in table tennis that meets the requirements for membership set out in clauses 4.2 and 4.3.
Region has the meaning given to it in clause 4.2.
SGM or Special General Meeting means a meeting of the Members, other than an AGM, called for a specific purpose or purposes.
Special Resolution means a resolution passed by 2/3 (to be rounded up to the nearest whole number) majority of votes cast.
TTNZ means Table Tennis New Zealand Incorporated.
TTNZ Website means www.tabletennis.org.nz or any other website as determined by the Board.
Working Day has the meaning given to that term under the Legislation Act 2019 and excludes the day observed as the anniversary day in whichever region TTNZ has its Registered Office.
Interpretation
1.2 Unless the context otherwise requires:
(a) Words referring to the singular include the plural and vice versa.
(b) Clause headings are for reference only.
(c) Expressions referring to writing include references to words visibly represented, copied, or reproduced, including by email.
(d) Reference to a person includes any other entity or association recognised by law and vice versa and any reference to a particular entity includes a reference to that entity’s successors.
(e) A reference to any legislation includes any secondary legislation, statutory regulations, rules, orders or instruments made or issued pursuant to that legislation and any amendment to, re-enactment of, or replacement of, that legislation.
(f) All periods of time or notice exclude the days on which they are given.
(g) Where this Constitution or any Bylaw of TTNZ is inconsistent with a rule, regulation, bylaw or directive of the International Table Tennis Federation (ITTF), the rule, regulation, bylaw or directive of the ITTF prevails to the extent of the inconsistency, unless otherwise required by law.
Notices
1.3 Subject to any other notice provision in this Constitution, any notice or other communication given under this Constitution must be in writing and will be given to:
(a) a Member to the physical or electronic address set out in their Contact Details;
(b) by email to TTNZ to ttnz@tabletennis.nz or by post to TTNZ’s registered office set out on the Register of Incorporated Societies.
1.4 A notice is deemed to have been received:
(a) if given by post, when left at the address of a person or entity, or five Business Days after being put in the post; or
(b) if given by email, upon production of a physical copy of the email detailing the time and the date the email was sent (provided that the sender does not receive any "out of office" auto-reply or other indication of non-receipt); or
(c) if posted on the TTNZ website, at the date and time it is posted.
provided that any notice or communication received or deemed received after 5pm on a Working Day, or on a day which is not a Working Day, will be deemed not to have been received until the next Working Day.
2. Details of Table Tennis New Zealand
Name
2.1 The name of the society is Table Tennis New Zealand Incorporated (TTNZ).
Status
2.2 TTNZ is the governing body in New Zealand/Aotearoa for table tennis.
Registered office
2.3 The registered office of TTNZ is at the place in New Zealand/Aotearoa as the Board decides.
Contact person
2.4 At its first meeting following an AGM, the Board must appoint or reappoint the Contact Person, subject to that person meeting the eligibility criteria set out in the Act. The Board must advise the Registrar of Incorporated Societies of any change in the Contact Person or that person’s Contact Details.
3. Purpose and powers
Purpose
3.1 The purposes of TTNZ are to:
(a) be the national body in New Zealand/Aotearoa to promote, develop, foster and administer table tennis, mainly as an amateur sport for the well-being, benefit and recreation of the general public in New Zealand/Aotearoa;
(b) support and assist its Members to deliver table tennis throughout New Zealand/Aotearoa;
(c) promote opportunities and facilities to enable, assist and enhance the participation, enjoyment and performance in table tennis in TTNZ’s activities;
(d) manage and administer New Zealand representative teams playing inside or outside of New Zealand/Aotearoa;
(e) lead, promote and enable Diversity, Equity and Inclusion across the whole organisation including governance of TTNZ and participation in table tennis;
(f) promote, develop and co-ordinate table tennis competitions;
(g) publish and enforce the rules of table tennis;
(h) protect the integrity and reputation of table tennis and TTNZ by developing and enforcing standards of conduct, ethical behaviour and implementing good governance;
(i) maintain membership of the ITTF.
Capacity and powers
3.2 TTNZ has, both within and outside New Zealand, full capacity, rights, powers and privileges to carry on or undertake any activity, do any act, or enter into any transaction, subject to this Constitution, the Act, any other legislation, and the general law.
4. Members
Member categories
4.1 The categories of Members of TTNZ are:
(a) Regional Associations; and
(b) Life Members.
Regional Associations
4.2 The Region means the defined geographical boundaries of each Regional Association as determined by the Regional Associations affected by the boundary. In the event the Regional Associations cannot agree on the defined geographical boundaries of a Region, the Matter will be referred to an independent mediator and if there is no agreement between the Regional Associations at the mediation, then the Board will determine the defined geographical boundaries of the Region. Only one Member shall be permitted to represent each Region, whether in whole or in part. TTNZ must keep, and maintain, a central register of the agreed defined geographical boundaries of each Regional Association.
4.3 In addition to the obligations as a Member under clause 4.7, each Regional Association that is a Member will:
(a) define the geographical boundaries of its Region, in accordance with clause 4.2;
(b) administer, promote, and develop table tennis in the Region in accordance with the Purposes, this Constitution and any Bylaws;
(c) be, and remain, registered as an incorporated society under the Act after 5 April 2026;
(d) have, as RA Members, individuals and / or Clubs as it considers appropriate;
(e) have within its Region a minimum of 50 in total of:
(i) RA Members; and / or
(ii) Club Members;
(f) ensure its constitution is not inconsistent with this Constitution and provide TTNZ with a copy of its constitution;
(g) have in its constitution clauses stating that:
(i) If a Club is an incorporated society, it is required to have a constitution that is not inconsistent with this Constitution or the Regional Association’s constitution;
(ii) If a Club is an incorporated society, it is required to maintain a register of its own Members and upon request, provide the Regional Association and TTNZ with up-to-date details or data from its current Member Register, in compliance with privacy law;
(h) maintain an up-to-date register of RA Members and, upon request, provide TTNZ with up-to-date details or data from its current Member Register, in compliance with privacy law;
(i) lead, promote and enable Diversity, Equity and Inclusion;
(j) provide opportunities to participate for Foundation / Social / Competitive players and for volunteers including coaches, officials and administrators / non-playing members;
(k) for RA Members, provide a voice via association voting at AGMs as outlined in the Regional Association’s constitution;
(l) act in good faith and in a manner that promotes TTNZ and the sport of table tennis and its reputation.
Life Members
4.4 Life Membership may be granted in recognition and appreciation of outstanding service by an individual to TTNZ or to the sport of table tennis in New Zealand. Any Member may nominate an individual to become a Life Member by giving notice to the Board setting out the grounds for the nomination. The Board must then determine whether the nomination should be forwarded to a General Meeting for determination by the Members. A person may only be elected as a Life Member by an Ordinary Resolution at a General Meeting under secret ballot.
Member application
4.5 An application for a Regional Association to become a Member (Application) must be in the form required by TTNZ. All Applications are decided by the Board, which may accept or decline an Application in its absolute discretion. A Regional Association becomes a Member when their Application has been accepted and they have paid the required membership fees and satisfied any other preconditions.
Member consent
4.6 A Regional Association consents to become a Member by submitting an Application to TTNZ. A person consents to becoming a Life Member on acceptance of their life membership in writing.
Member rights and obligations
4.7 Members acknowledge and agree that:
(a) they are bound by, and will comply with, this Constitution and the Bylaws, and to the extent they apply, the rules, procedures or policies of the ITTF;
(b) they are subject to the jurisdiction of TTNZ;
(c) they are entitled to all rights and entitlements granted by this Constitution or as determined by the Board;
(d) to receive, or continue to receive or exercise Member rights, they must meet all the Member requirements set out in this Constitution and the Bylaws or as otherwise set by the Board, including payment of any membership or other fees within the required time period;
(e) if they fail to comply with sub-clause (d) the Board may terminate their membership;
(f) they do not have any rights of ownership of, or the automatic right to use, the property of TTNZ; and
(g) they will promote the interests and Purposes of TTNZ and must not do anything to bring TTNZ into disrepute.
Suspension of a Member
4.8 If a Member is, or may be, in breach under clause 4.7, and the Board believes it is in the best interests of TTNZ to do so, the Board may suspend the Member until final determination of the Matter under the dispute resolution process applicable to the Matter. Before imposing any such suspension, the Member must be given notice of the suspension.
4.9 Unless otherwise determined by the Board, while a Member is suspended, the Member is:
(a) not entitled to attend, speak or vote at a General Meeting; and
(b) not entitled to any other rights or entitlements as a Member
until such time as the alleged breach is resolved or determined.
Ceasing to be a Member
4.10 A Member ceases to be a Member:
(a) if an individual, on death, or if an entity on liquidation;
(b) by giving notice to the Board of their resignation;
(c) if their membership is terminated under clause 4.7(e);
(d) if their membership is terminated following a dispute resolution process, or such other process, set out or referred to in this Constitution.
4.11 A Member who ceases to be a Member:
(a) remains responsible to pay all their outstanding membership and other fees to TTNZ;
(b) must return all property of TTNZ if required;
(c) ceases to be entitled to any rights of a Member, but remains responsible for any obligations incurred during their period of membership, and continues to be bound by any obligations as a Member which survive their membership under this Constitution and Bylaws, for example confidentiality and co-operating with any investigation.
Membership fees
4.12 The Board will decide any membership and other fees payable by Members and the due date for those fees. The Board may determine different levels of membership fees and other fees for different types of Members.
Member Register
4.13 The Board will ensure an up-to-date Member Register is kept and the register must include:
(a) each Member’s contact person’s name;
(b) where a Member is an entity, an up-to-date list of all officers including Contact Details;
(c) each Member’s Contact Details;
(d) the date each individual or organisation became a Member.
4.14 A Member must provide notice to TTNZ of any change to their Contact Details. The Member Register will be updated as soon as practicable after the Board becomes aware of changes to the information recorded in the Member Register. All collection, storage, correction, use and disclosure of personal information will comply with the Privacy Act 2020.
4.15 The Board will keep a record of the name of each person or organisation who has ceased to be a Member of TTNZ within the previous 7 years and the date on which they ceased to be a Member.
5. General Meetings
AGM
5.1 TTNZ must hold an AGM once a year at the time, date and place as the Board decides, but not more than 6 months after the balance date of TTNZ and not more than 15 months after the previous AGM.
5.2 The Members must be given at least 60 days’ notice of the AGM. Notice to Members of an AGM may be given by posting on TTNZ’s website.
Business of AGM
5.3 Members must give notice of any proposed motions and other items of business to TTNZ at least 28 days before the date of the AGM.
5.4 Notice of the agenda containing the business to be discussed at the AGM and a copy of the annual financial statements and the annual report must be sent to all persons eligible to attend the AGM at least 14 days before the date of the AGM. No additional items of business can be voted on other than those set out in the agenda, but the Members present may agree by Special Resolution to discuss any other items.
5.5 The following business will be conducted at the AGM:
(a) confirmation of the minutes of the previous AGM;
(b) the Board will present the following information completed during the most recently completed accounting period:
(i) the annual report;
(ii) the annual financial statements;
(1) if legally required, the auditor’s report to Members on the financial statements audited by a qualified auditor; or
(2) the review report of the financial statements (if an audit is not legally required);
(iii) any updates to the strategic plan;
(iv) notice of any disclosures of conflicts of interest made by Officers (including a brief summary of the Matters, or types of Matters, to which those disclosures relate);
(c) the election of any Board Members;
(d) the appointment or announcement of any Appointed Board Members (if applicable);
(e) the appointment of an auditor, or reviewer (as applicable);
(f) the appointment of scrutineers for the meeting (if applicable);
(g) consideration of any motions proposing to amend this Constitution that have been properly submitted for consideration at the AGM;
(h) consideration of any other items of business that have been properly submitted for consideration at the AGM.
SGM
5.6 The Board must call a SGM within 60 days of receiving a written request stating the purpose of the SGM (which must include the wording of any proposed resolution(s) and the rationale) from:
(a) the Board itself; or
(b) by 1/3 of RA Members (to be rounded up to the nearest whole number).
5.7 Members must be given at least 30 days’ notice of the SGM (which must include the wording of any proposed resolution(s) and the rationale). Unless the Board, in its discretion, decides that the nature of the SGM business is of such urgency that a shorter period of notice is to be given to Members.
5.8 A SGM may only consider and deal with the business specified in the request for the SGM.
Quorum
5.9 No business is to be transacted at any General Meeting unless a quorum is present at the time when the meeting is due to start. The quorum for a General Meeting is 50% of the Members who are entitled to vote, present in person or by Electronic means. The quorum must always be present during the entire General Meeting.
5.10 If a quorum is not reached within 30 minutes of the scheduled start time of an AGM, the AGM is adjourned to a day, time and place determined by the chair of the AGM. If a quorum is not achieved at the further AGM, the Members present, in person or by Electronic means, 15 minutes after the scheduled start time of that further AGM, are deemed to constitute a valid quorum.
5.11 If a quorum is not reached within 30 minutes of the scheduled start time of a SGM, the SGM is cancelled.
Control of General Meetings
5.12 The Chair of TTNZ chairs General Meetings. If the Chair is unavailable, another member of the Board (appointed by the Board) will preside. In the absence of both of those persons, the Members present will elect a person to chair the General Meeting. Any Member disobeying the ruling of the Chair may be suspended for the period of the General Meeting by Ordinary Resolution.
Attendance and voting
5.13 The following persons are eligible to attend and speak at General Meetings:
(a) Up to two officers of each Regional Association provided that no officer may represent more than one Regional Association;
(b) Officers and Chief Executive;
(c) Life Members; and
(d) any other persons invited by the Board.
5.14 The voting entitlement for each Member eligible to vote is as follows:
(a) Each Regional Association shall have three votes;
(b) Each Board Member shall have one vote;
(c) Each Life Member shall have one vote.
5.15 The Chair shall have a casting vote in addition to a deliberative vote.
Method of voting
5.16 Voting is conducted by voices or a show of hands as determined by the Chair of the meeting, unless a secret ballot is called for and approved by Ordinary Resolution of Members or as otherwise required under this Constitution.
5.17 Elections of the Elected Board Members at an AGM must be undertaken by secret ballot, if there are more candidates standing than vacant positions available. Scrutineer(s) must be appointed at the General Meeting to count any votes by secret ballot.
5.18 An Ordinary Resolution of Members at a General Meeting is sufficient to pass a resolution, except as specified in the Act or this Constitution.
5.19 Voting by Electronic means is permitted. No proxy votes are permitted.
Minutes
5.20 Full minutes must be kept of all General Meetings.
Omissions and irregularities
5.21 The General Meeting and its business will not be invalidated simply because one or more Members do not receive notice of the General Meeting.
5.22 The General Meeting and its business will not be invalidated by an irregularity, error or omission in notices, agendas and relevant papers of the General Meeting or the omission to give notice within the required time frame or the omission to give notice to all Members and any other error in the organisation of the General Meeting if:
(a) the Chair in their discretion determines that it is still appropriate for the General Meeting to proceed despite the irregularity, error, or omission; and
(b) a motion to proceed is put to the General Meeting and a majority of votes cast is obtained in favour of the motion to proceed.
Resolution passed in lieu of meeting
5.23 A resolution in writing signed or agreed to by email or other Electronic means by a 75% majority of Members is valid as if it had been passed at a General Meeting. The resolution may consist of several documents in the same form each signed or approved by Electronic means by one or more Members.
5.24 A resolution in writing signed or agreed to by email or other Electronic means by the required majority of Board members under this Constitution is valid as if it had been passed at a Board Meeting. The resolution may consist of several documents in the same form each signed or approved by Electronic means by one or more Board members.
5.25 The minutes for any such resolution(s) will be recorded by TTNZ, or the Board, and stored with other minute records.
6. Board
Functions and powers
6.1 Subject to any modifications, exceptions, or limitations contained in the Act or in this Constitution:
(a) the Board must manage, direct or supervise the operation and affairs of TTNZ;
(b) the Board has the powers necessary for managing, and for directing and supervising the management, operation and affairs of TTNZ; and
(c) the Board must ensure that TTNZ has in place all the necessary internal control reporting systems and the means of monitoring performance and results, and that the Board’s own performance and effectiveness is reviewed.
Composition
6.2 The Board consists of a minimum of 4 and a maximum of 7 persons of which:
(a) up to 5 persons shall be elected at the AGM under clause 6.3(c) (Elected Board Members); and
(b) up to 3 persons shall be appointed under clause 6.3(d) (Appointed Board Members) provided that the maximum number of Board Members is 7 persons,
provided that the Board must have a minimum of 40% self-identified women on the Board.
Election and appointment of Board Members
6.3 Board Members are appointed and elected as follows:
(a) The Board must call for applications for any Elected Board Member positions that are available or will become available at least 60 days before the AGM.
(b) Applications for Elected Board Members are made in the form decided by the Board and must be received by the Board at least 28 days before the AGM.
(c) Elections of the Elected Board Members at the AGM will take place as follows:
(i) if there are more nominees than vacant positions of Elected Board Members, the election is by secret ballot;
(ii) those nominees who have the highest number of votes in their favour to fit the number of vacant positions are declared elected;
(iii) if the number of votes for one or more nominees is equal to another nominee, a further vote will be held between the tied nominees;
(iv) if there is only one nominee for a vacant position, that person is declared to be elected without the need for a vote.
(d) Up to 3 Appointed Board Members may be appointed by the Board.
Qualification
6.4 Every Board Member must, in writing:
(a) consent to be a Board Member; and
(b) certify that they are not disqualified from being elected, appointed or holding office as a Board Member by this Constitution or under section 47 of the Act.
(c) An Elected Board Member must be either:
(i) an RA Member; or
(ii) a Club Member.
Disqualification
6.5 The following persons are disqualified from being elected or appointed as a Board Member:
(a) A person who is an Employee.
(b) A person who is an officer (as defined in the Act) of a Regional Association unless as a condition of becoming a Board Member they resign as an officer of the Regional Association within 6 months of being elected or appointed.
(c) A person who is disqualified from being elected, appointed or holding office as a Board Member under section 47 of the Act.
(d) A person who is the subject of any criminal or other investigation or proceeding that may result in damage to the reputation of TTNZ.
(e) A person who is suspended as a member by any Regional Association or Club.
(f) A person who has been removed as a Board Member following a process under this Constitution or any Bylaw.
6.6 If an existing Board Member becomes or holds any such office in clause 6.5(b) then upon appointment to such a position, that Board Member is deemed to have vacated their office as a Board Member.
6.7 If any of the circumstances described in clause 6.5(d) occur to an existing Board Member, that Board Member is deemed to have vacated their office upon the relevant authority making an order or finding against the Board Member of any of those circumstances.
Term of office
6.8 The term of office for all Board Members is 3 years, expiring at the end of the relevant AGM. A Board Member may be re-elected or re-appointed to the Board for a maximum of 2 consecutive terms of office.
6.9 The term of any period served to fill a Casual Vacancy or in establishing a rotation cycle is disregarded for the purposes of calculating the total terms served. Elections will be cycled with the intention that no more than 2 Elected Board Members’ positions will become vacant at each AGM.
6.10 A Board Member who has reached the maximum term may seek re-election or re-appointment to the Board after a stand-down period of 1 year.
Vacancy of Elected or Appointed Board Members
6.11 If there is a Casual Vacancy on the Board of an Elected or Appointed Board Member the remaining Board Members may:
(a) appoint a person of their choice to fill the Casual Vacancy; or
(b) leave the Casual Vacancy unfilled until the next AGM;
6.12 A person appointed to fill a Casual Vacancy of an:
(a) Elected Board Member continues until the next AGM;
(b) Appointed Board Member continues until the expiry of the term of the person they replace, or to fill any other vacant Board Member position.
Suspension of Board Member
6.13 If a Board Member is or may be the subject of an allegation or notice relating to a Matter described under clause 6.5 or clause 6.14 or any other circumstances arise in relation to a Board Member which are or may be of concern to the Board (including any alleged breach of any Board responsibilities or duties under the Constitution and/or the Bylaws and/or the Act), the remaining Board Members may by Special Resolution suspend the Board Member from the Board and set such other conditions as it requires pending the final determination of such allegation, notice or circumstances. Before imposing any such suspension, the Board Member must be given notice of the suspension.
Removal of Board Member
6.14 The Board may, by Special Resolution, remove a Board Member from the Board before the expiry of their term of office if the Board Member concerned:
(a) has seriously breached duties under this Constitution or the Act; or
(b) is no longer a suitable person to be a Board Member; or
(c) is involved with, interested in, or otherwise closely connected to a person or activity which has or may bring TTNZ or table tennis into disrepute or which may be prejudicial to the Purposes or the interests of TTNZ and/or table tennis if they remain as a Board Member.
6.15 Before considering a motion for removal, the Board Member who is the subject of the motion must be given:
(a) notice that a Board Meeting is to be held to discuss the motion to remove the Board Member; and
(b) adequate time to prepare a response; and
(c) the opportunity prior to the Board Meeting to make written submissions; and
(d) the opportunity to be heard at the Board Meeting.
Board Member ceasing to hold office
6.16 A person ceases to be a Board Member if:
(a) their term expires;
(b) the person resigns by delivering a signed notice of resignation to the Board;
(c) the person is removed from office under this Constitution;
(d) the person becomes disqualified from being an officer under section 47(3) of the Act; or
(e) the person fails to attend two (2) consecutive meetings of the Board without written leave of absence; or
(f) the person dies.
7. Board Meetings
7.1 Board Meetings may be called at any time by the Chair or by four (4) Board Members, but the Board must meet at least three times in any one financial year.
7.2 Except to the extent specified in the Act or this Constitution, the Board may regulate its own procedure.
Quorum
7.3 The quorum for a Board Meeting is four (4) Board Members.
7.4 Any Board Member may be counted for the purposes of a quorum, participate in any Board Meeting and vote on any proposed resolution at a Board meeting by Electronic means provided that all persons participating in the Board Meeting can hear each other effectively and simultaneously.
Chair
7.5 At its first meeting following an AGM, the Board must elect a Chair. The Board may also elect to replace the Chair between AGMs.
7.6 The role of the Chair is to chair meetings of the Board. If the Chair is unavailable, another Board Member must be appointed by the Board to undertake the Chair’s role during the period of unavailability.
Voting
7.7 Each Board Member has one vote. Voting is by voices or on request of any Board Member by a show of hands or by a ballot. Proxy and postal votes are not permitted. Voting by Electronic means is permitted.
7.8 The Chair has a casting and deliberative vote.
Resolution in writing
7.9 A resolution in writing signed or consented to by email or other Electronic means by the required majority of Board Members is valid as if it had been passed at a meeting of the Board. Any resolution may consist of several documents in the same form each signed or approved by Electronic means by one or more Board Members.
8. Officers’ Duties
8.1 An Officer:
(a) when exercising powers or performing duties as an Officer, must act in good faith and in what the Officer believes to be the best interests of TTNZ;
(b) must exercise a power as an Officer for a proper purpose;
(c) must not act, or agree to TTNZ acting, in a manner that contravenes the Act or this Constitution;
(d) when exercising powers or performing duties as an Officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances, taking into account, but without limitation, the nature of TTNZ, the nature of the decision and the position of the Officer and the nature of the responsibilities undertaken by them;
(e) must not agree to the activities of TTNZ being carried on in a manner likely to create a substantial risk of serious loss to TTNZ’s creditors or cause or allow the activities of TTNZ to be carried on in a manner likely to create a substantial risk of serious loss to TTNZ’s creditors;
(f) must not agree to TTNZ incurring an obligation unless the Officer believes at that time on reasonable grounds that TTNZ will be able to perform the obligation when it is required to do so; and
(g) when exercising powers or performing duties as an Officer, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons only if the Officer acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that the reliance is unwarranted:
(i) an Employee or Contractor whom the Officer believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
(ii) a professional adviser or expert in relation to matters that the Officer believes on reasonable grounds to be within the person’s professional or expert competence; or
(iii) any other Officer or subcommittee of Officers on which the Officer did not serve in relation to matters within the Officer’s or subcommittee’s designated authority.
9. Interests
9.1 An Officer is Interested in a Matter if the Officer:
(a) may obtain a financial or non-financial benefit from the Matter; or
(b) is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, sibling, nephew, niece, uncle, aunt, or first cousin of a person who may obtain a financial or non-financial benefit from the Matter; or
(c) may have a financial interest in a person to whom the Matter relates; or
(d) is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom the Matter relates;
but an Officer is not Interested in a Matter:
(e) merely because the Officer receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or
(f) if the Officer’s interest is the same or substantially the same as the benefit or interest of all or most other Members of TTNZ due to the membership of those members; or
(g) if the Officer’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the Officer in carrying out their responsibilities under the Act or this Constitution.
9.2 The Board must keep an Interests Register.
9.3 An Officer who is Interested in a Matter relating to TTNZ must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Board, as soon as practicable after the Officer becomes aware that they are Interested in the Matter.
9.4 A Board Member who is Interested in a Matter:
(a) must not vote or take part in a decision of the Board relating to the Matter, unless all non-interested Board Members consent;
(b) must not sign any document relating to the entry into a transaction or the initiation of the Matter, unless all non-interested Board Members consent;
(c) must not take part in any Board discussion relating to the Matter or be present at the time of the Board decision, unless all non-interested Board Members consent;
(d) may be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.
9.5 Despite clause 9.4, if 50% or more Board Members are Interested in a Matter, a SGM must be called to consider and determine the Matter.
9.6 The Board must notify Members of a failure to comply with section 63 or 64 of the Act, and of any transactions affected, as soon as practicable after becoming aware of the failure in the manner set out in the statutory regulations.
10. Chief Executive
10.1 A Board may appoint a Chief Executive.
10.2 The Chief Executive is under the direction of the Board and is responsible for the day-to-day management of the affairs of TTNZ under this Constitution and the Bylaws and within any delegated authority from the Board.
10.3 The Chief Executive may attend Board Meetings as and when required by the Board but has no voting rights.
11. Indemnity
11.1 TTNZ indemnifies its current and former Officers, Members and Employees as permitted by section 96 of the Act.
11.2 TTNZ may effect insurance for its current and former Officers, Members and Employees as permitted by section 97 of the Act.
11.3 TTNZ is authorised to indemnify an Officer under section 96 of the Act for the following matters:
(a) liability (other than criminal liability) for a failure to comply with a duty under sections 54 to 61 of the Act or any other duty imposed on the Officer in their capacity as an Officer; and
(b) costs incurred by the Officer for any claim or proceeding relating to that liability.
12. Finances
12.1 The funds and property of TTNZ are:
(a) controlled, invested and disposed of by the Board, subject to this Constitution; and
(b) devoted solely to the promotion of the Purposes.
12.2 TTNZ’s balance date is on the date as the Board decides.
12.3 TTNZ’s financial statements must be audited or reviewed each year as required by law and the audited or reviewed financial statements must be submitted to the AGM. The auditor or reviewer (as applicable) will be appointed at each AGM.
No personal benefit
12.4 The Officers and Members may not receive any distributions of surplus from TTNZ. This does not prevent Officers or Members:
(a) receiving reimbursement of actual and reasonable expenses incurred, or
(b) entering into any transactions with TTNZ for goods or services supplied to or from them, which are at arms’ length, relative to what would occur between unrelated parties.
12.5 No Officer or Member is allowed to influence any decision made by TTNZ in respect of payments or transactions between it and them, their direct family or any associated entity.
13. Method of contracting
13.1 A contract or other enforceable obligation may be entered into by TTNZ:
(a) by deed by:
(i) Two (2) or more Officers; or
(ii) an Officer or other person expressly authorised by TTNZ, whose signature or signatures must be witnessed; or
(b) by agreement by a person acting under TTNZ’s express or implied authority.
14. Amendments
14.1 This Constitution may only be amended or replaced by Special Resolution at a General Meeting.
14.2 No addition to, deletion from or alteration of this Constitution may be made which would allow personal pecuniary profits to any individuals.
14.3 If an amendment to this Constitution would have no more than a minor effect or is to correct errors or make similar technical alterations, the Board may give notice of the amendment to every Member stating the text of the amendment and the right of Members to object to the amendment. If the Board does not receive any objections from Members within twenty (20) Working Days after the date on which the notice is sent, or any longer period of time that the Board decides, the Board may make that amendment. If it does receive an objection, the Board may not make the amendment.
15. Bylaws
15.1 The Board may make and amend Bylaws for the conduct and control of TTNZ’s activities and codes of conduct applicable to Members. Any Bylaw must be consistent with the Constitution, the Purposes, the Act and any other laws. All Bylaws are binding on TTNZ and its Members.
15.2 All such amendments to Bylaws will be put on the TTNZ website. Two (2) Weeks’ Notice of amendments is to be communicated to all Members. TTNZ will keep archived versions of Bylaws and make these available upon request.
15.3 The making, amendment, revocation, or replacement of a Bylaw is not an amendment of this Constitution.
16. Integrity
16.1 TTNZ adopts the Sports Anti-Doping Rules (“SADR”) made by the Integrity Sport and Recreation Commission under the Integrity Sport and Recreation Act 2023, and any amendments to or replacements of SADR, as its Bylaws on anti-doping.
17. Dispute resolution
17.1 TTNZ has implemented Complaints, Disciplinary, Disputes, and Appeals Policies for the resolution of complaints, disciplinary process, disputes and appeals within table tennis which comply with natural justice.
17.2 The Board may amend the Complaints, Disciplinary, Disputes, and Appeals Policies (including changing the name of the policies) providing that any changes are consistent with the rules of natural justice and requirements of the Act.
18. Liquidation and removal
18.1 The Board must give all Members at least thirty (30) Working Days’ Notice of a proposed motion:
(a) to appoint a liquidator;
(b) to remove TTNZ from the Register of Incorporated Societies; or
(c) for the distribution of TTNZ’s surplus assets.
18.2 The notice must comply with section 228 of the Act.
18.3 Any resolution for a motion set out in clauses 18.1 (a) to (c) must be passed by a majority of not less than 75% of the votes cast at a General Meeting, and the resolution must be confirmed at a subsequent General Meeting called together for that purpose and held not earlier than thirty (30) days after the date on which the resolution to be confirmed was passed.
18.4 The surplus assets of TTNZ, after the payment of all costs, debts and liabilities, must be disposed of to a not-for-profit entity (or entities) that share(s) similar purposes to the Purposes.
19. Matters not provided for
19.1 If any matter arises that, in the opinion of the Board, is not provided for in this Constitution or any Bylaws, or if any dispute arises out of the interpretation of this Constitution or the Bylaws, the matter or dispute will be determined by the Board until set aside by resolution of Members at a General Meeting.
20. Transition
20.1 This clause 20 applies to facilitate transition of TTNZ from the previous constitution to this Constitution. If this clause is inconsistent with any other clause in this Constitution, this clause applies to the extent of the inconsistency and the other clause will not.
20.2 Subject to the Act, the Board may amend any requirement for and/or the date by which this Constitution requires anything to be done. This clause applies for a period of three (3) years and is solely to enable flexibility in the transition of TTNZ from the previous constitution to this Constitution and to correct any unintended consequences occurring through different wording being used.
20.3 Members shall not be required to comply with the clauses in this Constitution specified in Schedule 1 until the date specified in that schedule, unless a later date is prior approved by the Board.
Transition of Board Members
20.4 The Board Members under the previous constitution will continue.
20.5 The number of terms served under the previous constitution do not count towards any maximum number of terms stipulated in this Constitution.
Transition of Members
20.6 Subject to this Constitution, every Member which was a member of TTNZ and recorded on the Member Register immediately prior to the commencement of this Constitution, continues as a Member.
Transition of Bylaws
20.7 All Bylaws including policies, regulations, codes, and handbook of TTNZ which were in force immediately prior to this Constitution, continue in force until such time as they are revoked by the Board. If any of those Bylaws, policies, regulations are inconsistent with this Constitution (whether in whole or in part), the Board will determine the Matter as it sees fit, to the extent of any such inconsistency.
SCHEDULE 1 – TRANSITION
Clause Date
4.3(a) 30 September 2026
4.3(c) 5 April 2026
4.3(e) 30 September 2026
4.3(f) 5 April 2026
4.3(g) 5 April 2026
4.3(h) 5 April 2026
4.3(k) 5 April 2026
Version: 5 October 2025