Download the MG Wellington Centre Constitution Registered March 2026 under the Incorporated Societies Act 2022
Constitution of MG Car Club (Wellington Centre) Inc.
UNDER THE INCORPORATED SOCIETIES ACT 2022
1. Introductory rules
1.1 These Rules rescind and replace all previous Rules.
1.2 Name
The name of the Club is MG Car Club (Wellington Centre) Inc. In this Constitution referred to as the ‘Club’.
1.3 Charitable status
The Club is not and does not intend to be registered as a charitable entity under the Charities Act 2005.
1.4 Definitions
In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:
‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.
‘Annual General Meeting’ means a meeting of the Members of the Club held once per year which, among other things, will receive and consider reports on the Club’s activities and finances.
‘Chairperson’ means the Officer responsible for chairing General Meetings and Committee Meetings, and who provides leadership for the Club.
‘Committee’ means the Club’s governing body.
‘Constitution’ means the rules in this document.
‘Deputy Chairperson’ means the Officer elected or appointed to deputise in the absence of the Chairperson.
‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Club.
‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.
‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act.
‘Classic Race Register’ (CRR) means the Club’s wholly owned and independently operating entity, with its own Constitution, created for the purpose of registering and licensing the Club’s members competing in Motorsport New Zealand Incorporated’s sanctioned events.
‘Matter’ means—
i. the Club’s performance of its activities or exercise of its powers; or
ii. an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Club.
‘Member’ means a person who has consented to becoming a Member of the Club and has been properly admitted to the Club who has not ceased to be a Member of the Club.
‘Notice’ to Members includes any notice given by email, post, or courier.
‘Written’ and ‘In Writing’ includes emails and online digital forms.
‘Officer’ means a natural person who is:
I. a member of the Committee, or
II. occupying a position in the Club that allows them to exercise significant influence over the management or administration of the Club, including any President, Secretary or Treasurer.
‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.
‘President’ means the Officer elected at the Annual General Meeting as the primary head of the Club.
‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution.
‘Treasurer’ means the Officer responsible for the matters specifically noted in this Constitution.
‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.
‘Working Days’ mean as defined in the Legislation Act 2019.
1.5 Purposes and Objects
Any income, benefit or advantage must be used to advance the charitable purposes of the Club. The Club is established and maintained (including any purposes ancillary to those charitable purposes) to:
a. Foster and encourage the preservation and use of the MG marque of motor vehicle, and to celebrate its heritage.
b. Foster road courtesy and safe driving.
c. Benefit the community by continuing to provide driver training opportunities to the public and to Club Members including advanced driver training.
d. Offering the opportunity to the public to take part in events run by the Club.
e. Benefit the mental wellbeing and camaraderie of the Club’s members.
In addition to the purposes above the Club has the following objectives:
f. To foster, promote and support the amateur sport and pastime of motoring in all its branches and whether at a local, regional, national or international level.
g. To extend to owners and drivers of MG motor vehicles and their friends and families and all people interested in MG motor vehicles and in motoring sport generally the hospitality, privileges and conveniences enjoyed in connection with the Club.
h. To assist owners of MG motor vehicles with the restoration, service, maintenance and preservation of their cars by means of information and technical data.
i. To hold, promote and encourage such meetings, lectures, discussions and other social functions as the Club may determine from time to time.
j. To promote, organise and conduct amateur motorsport events including but not limited to Meetings, Competitions, Motorkhanas, Trials, Speed Events, Hill Climbs, Displays and Shows, Concours, Races, Excursions, Reliability Trials, Rallies, and Autocrosses with power to offer prizes and awards in respect thereof and with power to determine who shall participate in such events, whether Club Members, or otherwise.
k. To be affiliated to and to cooperate on an international level with the MG Car Club Ltd in the United Kingdom or its successors or assigns.
l. To be affiliated through the Classic Race Register (CRR) to Motorsport New Zealand Inc. if required or it’s successors or assigns being the body for national motorsport administration in New Zealand.
m. To be affiliated to such other clubs and organisations as would be in keeping with the Purposes of the Club.
n. To be a Centre Body Corporate Member of the MG Car Club Incorporated in New Zealand or its successors or assigns.
o. The Club must not, except as a consequence of Purposes and Objects (Section 1.5) operate for the purpose of, or with the effect of:
i. distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); or
ii. having capital that is divided into shares or stock held by its Members; or
iii. holding property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of the Club or otherwise).
p. But the Club will not, except as a consequence of Purposes and Objects (Section 1.5), operate for the financial gain of Members simply if the Club:
i. engages in trade,
ii. pays a Member for matters that are incidental to the purposes of the Club, and the Member is a not-for-profit entity,
iii. distributes funds to a Member to further the purposes of the Club, and the Member:
a. is a not-for-profit entity, and
b. is affiliated or closely related to the Club, and
c. has the same, or substantially the same, purposes as those of the Club.
iv. reimburses a Member for reasonable expenses legitimately incurred on behalf of the Club or while pursuing the Club’s purposes,
v. provides benefits to members of the public or of a class of the public and those persons include Members or their families,
vi. provides benefits to Members or their families to alleviate hardship,
vii. provides educational scholarships or grants to Members or their families,
viii. pays a Member a salary or wages or other payments for services to the Club on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the Club),
ix. provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the Club.
x. on removal of the Club from the Register of Incorporated Societies having its surplus assets distributed under subpart 5 of Part 5 of the Act to a Member that is a not-for-profit entity.
1.6 Act and Regulations
Nothing in this Constitution authorises the Club to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.
1.7 Approval of Inland Revenue
No addition to or alteration of the non-profit aims, payments to Members clause or liquidation clause shall be approved without the approval of Inland Revenue. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
1.8 Payments to Members
No Member of the Club or any person associated with a Member shall participate in or materially influence any decision made by the Club in respect of the payment to or on behalf of that Member or associated person of any income, benefit, or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value). The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.
1.9 Restrictions on the Club’s powers
The Club must not be carried on for the financial gain of any of its members. The Club’s capacity, rights, powers, and privileges are subject to the following restrictions (if any)
a. The Club does not have the power to borrow money.
b. The Club shall have the power to do all acts and things necessary for the furtherance of its objects or any of them and without limitation except as specified herein may exercise the following powers and ancillary objects:
i. may have headquarters, clubrooms and other facilities at such places as may from time to time be determined and may erect, maintain, improve, or alter any buildings, premises, land, works, as it may require.
ii. may purchase, sell, exchange, take on lease or hire or otherwise deal with or acquire upon such terms as it may think fit, any real and personal property and any rights and privileges either necessary or convenient, for the purposes of the Club.
iii. to invest and deal with the funds of the Club upon such securities or in such manner, and upon such terms and conditions as shall be reasonable and proper.
iv. to join or affiliate with other incorporated bodies.
v. to establish and dis-establish Vehicle Registers and sub-centres as hereinafter provided.
vi. to make grants and subsidies to deserving objects whose objectives are in line with the purpose and objects of the Club. For example, gifts, prizes flowers after a death or a book token for good unpaid work.
vii. to subscribe for, purchase, take or acquire, shares, debentures or securities in, or promote, or become members of, any club, incorporated body or other corporation, or company or anybody not incorporated, or any trust whose objectives are in line with those of the Club.
viii. to receive gifts or property, whether subject to any special trusts or not, for any one or more of the objects of the Club.
ix. to print, publish and distribute, whether by sale or otherwise, any newspapers, journals, periodicals, books, bulletins, leaflets or other literature that may from time to time be deemed desirable for the promotion of any one or more of the objects of the Club.
x. to enter into contracts, arrangements, undertakings or any other forms of agreement with any club, incorporated body or other corporation or company or anybody not incorporated or any person or persons or any trust for any one or more of the objects of the Club.
xi. to open and operate bank accounts with such banks and upon such terms as the Committee shall from time to time determine.
xii. Such bank accounts will require two signatures to authorise any payments. Except in special circumstances the two signatories should not reside at the same address.
1.10 Registered office
The registered office of the Club shall be at such place in New Zealand as the Committee from time
to time determines. (Nominally that of the President.)
Changes to the registered office shall be notified to the Registrar of Incorporated Societies:
a. at least 5 working days before the change of address for the registered office is due to take
effect, and
b. in a form and as required by the Act.
1.11 Contact person
The Club shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact
when needed.
The Club’s contact person must be:
a. At least 18 years of age, and
b. Ordinarily resident in New Zealand.
A contact person can be appointed by the Committee or elected by the Members at a General
Meeting.
Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with
their contact details, including:
a. a physical address
b. an electronic address, and
c. a telephone number.
Any change in that contact person or that person’s name or contact details shall be advised to the
Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Club
becoming aware of the change.
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2. Memberships
2.1 Minimum number of members
The Club shall maintain the minimum number of Members (currently 10) required by the Act.
2.2 Types of members
The types of membership and the method by which Members are admitted to different types of
membership are as follows:
a. Ordinary Member
shall be persons aged 15 years or over who subscribe hereto upon such terms and subject to
such criteria as the Committee may from time to time determine, who have been accepted
pursuant to these Rules as financial Members of the Club. Ordinary Members who have
attained the age of 15 years but not 18 years shall be entitled to vote but not hold office.
Ordinary Members who have attained the age of 18 years shall be entitled to vote and hold
office.
b. Life Member
shall be persons who have been elected by ordinary resolution at an Annual General Meeting
to Life Membership on the recommendation of the Committee, such election to be made in
respect of persons who have rendered a minimum of eight years of outstanding service. Life
Members shall be entitled to all the rights and privileges of Ordinary Members including the
right to vote and hold office. Life Members shall be exempt from all fees, subscriptions and
levies.
c. Honorary Member
is a person honoured for services to the Club or in an associated field elected as an
Honorary Member by resolution of a General Meeting passed by a two-thirds majority of
those present and voting. An Honorary Member has no membership rights, privileges or
duties.
d. Junior Member
shall be persons under the age of 15 who subscribe hereto upon such terms and subject to
such criteria as the Committee may from time to time determine, who have been elected
pursuant to these Rules as financial Members of the Club. Junior Members shall not be
entitled to vote or hold office.
e. Visitor Member
shall be persons who are Members of an MG Car Club Regional Centre in New Zealand or
an overseas affiliated MG Car Club who, for the duration of their visit to the Club, may be
extended reciprocal hospitality and day membership at the Club’s events. Visitor Members
shall not be entitled to vote or hold office.
f. Provisional Member
shall be persons who are enabled by provisions in the Motorsport New Zealand National
Sporting Code or its appendices to take part in Club events via the MG Classic Race
Register (CRR) without completing membership requirements. Provisional Members shall
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not be entitled to vote or hold office.
g. Further Categories of Membership
The Members of the Club entitled to vote may by Special Resolution resolve to create such
further categories of membership whether of natural persons or body corporate either with or
without the right to vote and (in the case of natural persons) hold office and otherwise on
such terms as they feel is in the interest of the Club.
2.3 Becoming a member: consent
Every applicant for membership must consent in writing to becoming a Member.
2.4 Becoming a member: process
An applicant for membership must complete and sign any application form, supply any information,
or attend an interview as may be reasonably required by the Committee regarding an application for
membership and will become a Member on acceptance of that application by the Committee.
The Committee may accept or decline an application for membership at its sole discretion. The
Committee must advise the applicant of its decision.
The signed written consent of every Member to become a Club Member shall be retained in the
Club’s membership records.
2.5 Members' obligations and rights
Every Member shall provide the Club in writing with that Member’s name and contact details
(namely, physical or email address and a telephone number) and promptly advise the Club in
writing of any changes to those details.
a. All Members shall promote the interests and purposes of the Club and shall do nothing to
bring the Club into disrepute.
b. A Member is only entitled to exercise the rights of membership (including attending and
voting at General Meetings, accessing or using the Club’s premises, facilities, equipment
and other property, and participating in Club activities) if all subscriptions and any other fees
have been paid to the Club by their respective due dates, but no Member or Life Member is
liable for an obligation of the Club by reason only of being a Member.
c. Any Member that is a body corporate shall provide the Committee, in writing, with the name
and contact details of the person who is the organisation’s authorised representative, and that
person shall be deemed to be the organisation’s proxy for the purposes of voting at General
Meetings.
d. The Committee may decide what access or use Members may have of or to any premises,
facilities, equipment or other property owned, occupied or otherwise used by the Club, and
under what circumstances they may participate in Club activities, including any conditions of
and fees for such access, use or involvement.
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2.6 Subscriptions and fees
The annual subscription and any other fees for membership for the then current financial year shall
be set by resolution of a General Meeting (which can also decide that payment be made by periodic
instalments).
Any Member failing to pay the annual subscription (including any periodic payment), any levy, or
any capitation fees, within 60 Working Days of the date the same was due for payment shall be
considered as unfinancial and shall (without being released from the obligation of payment) have no
membership rights and shall not be entitled to participate in any Club activity or to access or use the
Club’s premises, facilities, equipment and other property until all the arrears are paid. The
committee will have the right to wave payment in special circumstances. If such arrears are not paid
within 90 Working Days of the due date for payment of the subscription, any other fees, or levy the
Committee may terminate the Member’s membership (without being required to give prior notice to
that Member).
2.7 Ceasing to be a member
A Member ceases to be a Member:
a. by resignation from that Member’s class of membership by written notice signed by that
Member to the Committee, or
b. on termination of a Member’s membership following a dispute resolution process under
this Constitution, or
c. on death (or if a body corporate on liquidation or deregistration, or if a partnership on
dissolution of the partnership), or
d. by resolution of the Committee where the member has failed to pay a subscription, levy or
other due amount, within 90 working days of the due date for payment.
e. if in the opinion of the Committee, the Member has brought the Club into disrepute.
f. Membership shall cease or terminate in the following circumstances:
i. Any Member may discontinue membership upon delivering to the registered office of the
Club or by delivering to a Committee Member of the Club notice in writing of the
resignation of that Member and thereupon such Member shall cease to be a Member.
ii. In the case of any Member being over three months in arrears with a subscription or any
other moneys due by such Member to the Club if the Committee shall resolve by a
three-fourths majority to terminate such membership then such membership shall
terminate upon such resolution being made and there shall be no right of appeal from or
review of such resolution.
iii. If the Committee shall resolve by a three-fourths majority that a Member's behaviour or
conduct has been injurious to the welfare or character of the Club or is in breach of
these Rules or any regulations made thereunder then such membership shall forthwith
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terminate upon such resolution being made and there shall be no right of appeal from, or
review of, such resolution.
iv. Cessation or termination membership shall not relieve such Member from liability in
respect of any moneys payable by such Member to the Club as at the date of such
cessation or termination of membership.
g. with effect from (as applicable):
i) the date of receipt of the Member’s notice of resignation by the Committee (or any
subsequent date stated in the notice of resignation), or
ii) the date of termination of the Member’s membership under this Constitution, or
iii) the date of death of the Member (or if a body corporate from the date of its liquidation or
deregistration, or if a partnership from the date of its dissolution), or
iv) the date specified in a resolution of the Committee and when a Member’s membership
has been terminated the Committee shall promptly notify the former Member in writing.
2.8 Obligations once membership has ceased
A Member who has ceased to be a Member under this Constitution:
a. remains liable to pay all subscriptions and other fees to the Club’s next balance date,
b. shall cease to hold himself or herself out as a Member of the Club, and
c. shall return to the Club all material provided to Members by the Club (including any
digital data, membership certificates, badges, handbooks and manuals).
d. shall cease to be entitled to any of the rights of a Club Member.
2.9 Becoming a member again
Any former Member may apply for re-admission in the manner prescribed for new applicants
however, if a former Member’s membership was terminated following a disciplinary or dispute
resolution process, the applicant may be re-admitted only by a resolution passed at a General
Meeting on the recommendation of the Committee.
3. General meetings
3.1. Procedures for all general meetings
The Committee shall give all Members at least 10 Working Days’ written Notice of any General
Meeting and of the business to be conducted at that General Meeting.
That Notice will be addressed to the Member at the contact address notified to the Club and
recorded in the Club’s Register of Members. The General Meeting and its business will not be
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invalidated simply because one or more Members do not receive the Notice of the General
Meeting.
Only financial Members may attend, speak and vote at General Meetings:
a. in person, or
b. by a signed original written proxy (An email or online form is acceptable. A copy not being
acceptable) in favour of some individual entitled to be present at the meeting and received
by, or handed to, the Committee before the commencement of the General Meeting, or
c. through the authorised representative of a body corporate as notified to the Committee, and
d. no other proxy voting shall be permitted.
No General Meeting may be held unless at least 5 percent of eligible financial Members attend
throughout the meeting and this will constitute a quorum.
If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if
convened upon request of Members – shall be dissolved. In any other case it shall stand adjourned
to a day, time and place determined by the Chairperson of the Club, and if at such adjourned
meeting a quorum is not present those Members present in person or by proxy shall be deemed to
constitute a sufficient quorum.
A Member is entitled to exercise one vote on any motion at a General Meeting in person or by
proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of
the chairperson or of 2 or more Members present, by secret ballot.
Unless otherwise required by this Constitution, all questions shall be decided by a simple majority
of those in attendance in person or by proxy and voting at a General Meeting or voting by remote
ballot.
Any decisions made when a quorum is not present are not valid.
The Club may pass a written resolution in lieu of a General Meeting, and a written resolution is as
valid for the purposes of the Act and this Constitution as if it had been passed at a General
Meeting if it is approved by no less than 75 percent of the Members who are entitled to vote on the
resolution. A written resolution may consist of 1 or more documents in similar form (including letters,
electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or
more Members. A Member may give their approval to a written resolution by signing the resolution
or giving approval to the resolution in any other manner permitted by the Constitution (for example,
by electronic means).
e. General Meetings may be held at one or more venues by Members present in person
and/or using any real-time audio, audio and visual, or electronic communication that gives
each Member a reasonable opportunity to participate.
f. All General Meetings shall be chaired by the President. If the President is absent, the
meeting shall elect another member of the Committee to chair that meeting.
g. Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a
casting vote.
h. Any person chairing a General Meeting may:
i. With the consent of a simple majority of Members present at any General Meeting
adjourn the General Meeting from time to time and from place to place but no
business shall be transacted at any adjourned General Meeting other than the
business left unfinished at the meeting from which the adjournment took place.
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ii. Direct that any person not entitled to be present at the General Meeting, or
obstructing the business of the General Meeting, or behaving in a disorderly manner,
or being abusive, or failing to abide by the directions of the chairperson be removed
from the General Meeting, and
iii. In the absence of a quorum or in the case of emergency, adjourn the General
Meeting or declare it closed.
i. The Committee may propose motions for the Club to vote on (‘Committee Motions’), which
shall be notified to Members with the notice of the General Meeting.
j. Any Member may request that a motion be voted on (‘Member’s Motion’) at a General
Meeting, by giving notice to the Secretary or Committee at least 10 Working Days before
that meeting. The Member may also provide information in support of the motion
(‘Member’s Information’). If notice of the motion is given to the Secretary or Committee
before written Notice of the General Meeting is given to Members, notice of the motion
shall be provided to Members with the written Notice of the General Meeting.
3.2. Minutes
The Club must keep written minutes of all General Meetings and all Committee Meetings. Minutes
may include voice and video recordings and transcripts thereof.
3.3. Annual General Meetings: when they will be held
An Annual General Meeting shall be held once a year on a date and at a location and/or using any
electronic communication determined by the Committee and consistent with any requirements in
the Act, and the Constitution relating to the procedure to be followed at General Meetings shall
apply.
The Annual General Meeting must be held no later than the earlier of the following:
a. 6 months after the balance date of the Club
b. 15 months after the previous annual meeting.
3.4. Annual General Meetings: business
The business of an Annual General Meeting shall be to:
a. confirm the minutes of the last Annual General Meeting and any Special General
Meeting(s) held since the last Annual General Meeting,
b. adopt the annual report on the operations and affairs of the Club,
c. adopt the Committee’s report on the finances of the Club, and the annual financial
statements,
d. set any subscriptions for the current financial year
e. hold an election of officers to form the incoming committee
f. consider any motions of which prior notice has been given to Members with notice of the
Meeting, and
g. consider any general business.
The Committee must, at each Annual General Meeting, present the following information:
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h. an annual report on the operation and affairs of the Club during the most recently completed
accounting period,
i. the annual financial statements for that period, and
j. notice of any disclosures of conflicts of interest made by Officers during that period
(including a summary of the matters, or types of matters, to which those disclosures relate).
3.5. Special General Meetings
Special General Meetings may be called at any time by the Committee by resolution.
The Committee must call a Special General Meeting if it receives a written request signed by at
least 15 percent of Members.
Any resolution or written request must state the business that the Special General Meeting is to
deal with.
The rules in this Constitution relating to the procedure to be followed at General Meetings shall
apply to a Special General Meeting, and a Special General Meeting shall only consider and deal
with the business specified in the Committee’s resolution or the written request by Members for the
Meeting.
4. Committee
4.1 Committee composition
The Committee will consist of at least 3 Officers and no more than 11 Officers.
A majority of the Officers on the Committee must be either Members of the Club, or
representatives of corporate bodies that are Members of the Club.
a. A majority of the Officers on the Committee must be either Members of the Club, or
representatives of corporate bodies that are Members of the Club.
b. The minimum Committee shall consist of the following members:
President, Secretary and Treasurer.
c. Other Committee positions shall include but not be limited to Vice President and Club
Captain and any other positions as may be decided upon by the Committee from time to
time.
d. The Committee will have a maximum of eleven (11) Members including all positions.
e. The position of the President shall only be open to a member of the retiring Committee
except where there are no written nominations out of the retiring Committee the retiring
President shall call for nominations from the Annual General Meeting. Such nominations will
be valid but, in the event of there being nominations from the Annual General Meeting, both
from the retiring Committee and persons not of the retiring Committee, the latter shall not be
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considered for election, and, only in the event of there being no nominations from the retiring
Committee, shall such nomination be considered.
f. Should any of the President, Secretary or Treasurer become a salaried appointee of the
Club then he/she shall have no further power to take part in the management of the affairs of
the Club.
g. If the number of Committee Members shall at any time fall to less than five (5) in all, the
remaining Committee Member or Committee Members may, by notice in writing, appoint
from the Members entitled to vote another Committee Member or other Committee Members
to bring the number of Committee Members up to but not exceeding the minimum number of
Committee Members. Such appointed Committee Members shall thereafter hold office as if
duly elected at a Members meeting.
h. If one of the positions in a. or b. above becomes vacant before the next Annual General
Meeting the remaining Committee Members may, by notice in writing, appoint another
Member of the Committee to that position until the next Annual General Meeting.
4.2 Functions of the committee
From the end of each Annual General Meeting until the end of the next, the Club shall be
managed by, or under the direction or supervision of, the Committee, in accordance with the
Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.
4.3 Powers of the committee
The Committee has all the powers necessary for managing and for directing and supervising the
management of the operation and affairs of the Club, subject to such modifications, exceptions, or
limitations as are contained in the Act or in this Constitution.
4.4 Sub-committees
The Club Committee may appoint sub-committees consisting of such persons (whether or not
Members of the Club) and for such purposes as it thinks fit. Unless otherwise resolved by the
Committee:
a. the quorum of every sub-committee is half the members of the sub-committee but not less
than 2,
b. no sub-committee shall have power to co-opt additional members,
c. a sub-committee must not commit the Club to any financial expenditure without express
authority from the Committee, and
d. a sub-committee must not further delegate any of its powers.
The first subcommittee shall be the Classic Race Committee (CRC). The subcommittee Chairperson
shall be appointed at the Club’s AGM from financial Members of the Club.
The CRC subcommittee Chairman may appoint a maximum of six further Club Members to this
subcommittee.
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The CRC subcommittee duties include but are not limited to:
a. preparing a budget, which includes all Gifts, Prizes or Subsidies to promote Classic Events,
to be presented to and passed by the Club Committee before the event.
b. having, managing and recording its own bank accounts and financial and general records in
accordance with the Club rules. All payments will require 2 signatories from the CRC sub-
committee or the Club committee.
c. using all income for the benefit of Members and to promote Classic events and the Club.
d. shall be able from time to time approve thank you gifts for unpaid services rendered.
4.5 General matters: committees
The Committee and any sub-committee may act by resolution approved during a conference call
using audio and/or audio-visual technology or through a written ballot conducted by email, electronic
voting system, or post, and any such resolution shall be recorded in the minutes of the next
Committee or sub-committee meeting.
Other than as prescribed by the Act or this Constitution, the Committee or any sub-committee
may regulate its proceedings as it thinks fit.
5. Committee meetings
5.1 Procedure
The quorum for Committee meetings is at least one more than half of the number of members of
the Committee.
A meeting of the Committee may be held either:
a. by a number of the members of the Committee who constitute a quorum, being
assembled together at the place, date and time appointed for the meeting; or
b. by means of audio, or audio and visual communication by which all members of the
Committee participating and constituting a quorum can simultaneously hear each other
throughout the meeting.
A resolution of the Committee is passed at any meeting of the Committee if a majority of the votes
cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.
The members of the Committee shall elect one of their number as chairperson of the Committee. If
at a meeting of the Committee, the chairperson is not present, the members of the Committee
present may choose one of their number to be chairperson of the meeting. The chairperson does
have a casting vote in the event of a tied vote on any resolution of the Committee.
Except as otherwise provided in this Constitution, the Committee may regulate its own procedure.
5.2 Frequency
The Committee shall meet at least monthly (but need only meet once in the December-January
period) at such times and places and in such manner (including by audio, audio and visual, or
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electronic communication) as it may determine and otherwise where and as convened by the
Chairperson or Secretary.
The Secretary, or other Committee member nominated by the Committee, shall give to all
Committee members not less than 5 Working Days’ notice of Committee meetings, but in cases
of urgency a shorter period of notice shall suffice.
6. Officers
6.1 Qualifications of officers
Every Officer must be a natural person who:
a. has consented in writing to be an officer of the Club, and
b. certifies that they are not disqualified from being elected or appointed or otherwise holding
office as an Officer of the Club.
Officers must not be disqualified under section 47(3) of the Act from being appointed or holding
office as an Officer of the Club, namely:
c. a person who is under 16 years of age
d. a person who is an undischarged bankrupt
e. a person who is prohibited from being a director or promoter of, or being concerned or
taking part in the management of, an incorporated or unincorporated body under the
Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act
1993, or any other similar legislation
f. A person who is disqualified from being a member of the governing body of a charitable
entity under the Charities Act 2005
g. a person who has been convicted of any of the following, and has been sentenced for the
offence, within the last 7 years:
i. an offence under subpart 6 of Part 4 of the Act
ii. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act
1961)
iii. an offence under section 143B of the Tax Administration Act 1994
iv. an offence, in a country other than New Zealand, that is substantially similar to an
offence specified in subparagraphs (1) to (3)
v. a money laundering offence or an offence relating to the financing of terrorism,
whether in New Zealand or elsewhere
h. a person subject to:
i. a banning order under subpart 7 of Part 4 of the Act,or
ii. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003,
or
iii. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
iv. a property order made under the Protection of Personal and Property Rights Act
1988, or whose property is managed by a trustee corporation under section 32 of that
Act.
i. a person who is subject to an order that is substantially similar to an order referred to in
paragraph (6) under a law of a country, State, or territory outside New Zealand that is a
country, State, or territory prescribed by the regulations (if any) of the Act.
j. Is resident outside of New Zealand.
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Prior to election or appointment as an Officer a person must—
k. consent in writing to be an Officer, and
l. certify in writing that they are not disqualified from being elected or appointed as an
Officer either by this Constitution or the Act.
Note that only a natural person may be an Officer and each certificate shall be retained in the
Club’s records.
6.2 Officers' duties
At all times each Officer:
a. shall act in good faith and in what he or she believes to be the best interests of the Club,
b. must exercise all powers for a proper purpose,
c. must not act, or agree to the Club 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:
i. the nature of the Club,
ii. the nature of the decision, and
iii. the position of the Officer and the nature of the responsibilities undertaken by him
or her
e. must not agree to the activities of the Club being carried on in a manner likely to create a
substantial risk of serious loss to the Club or to the Club’s creditors, or cause or allow the
activities of the Club to be carried on in a manner likely to create a substantial risk of serious
loss to the Club or to the Club’s creditors, and
f. must not agree to the Club incurring an obligation unless he or she believes at that time on
reasonable grounds that the Club will be able to perform the obligation when it is required to
do so.
g. The President is responsible for Chairing all meetings of the Club unless another
Chairperson for a Club meeting is appointed pursuant to this Constitution
h. It shall be the duty of the Secretary to arrange, organise and keep a true record of all
Members, General and Special meetings and Committee meetings and generally attend to
correspondence where another person is not responsible for such correspondence.
i. It shall be the duty of the Treasurer to receive all monies due to the Club and to pay all
amounts payable on behalf of the Club, keep a full and correct account of all receipts and
payments, produce a statement of accounts to the Committee at each meeting and to report
generally upon the finances of the Club and pay all monies received as soon as practicable
and without deduction to the credit of the Club's bank accounts.
6.3 Election or appointment of officers
The election of Officers shall be conducted as follows.
a. Officers shall be elected during Annual General Meetings. However, if a vacancy in the
position of any Officer occurs between Annual General Meetings, that vacancy shall be
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filled by resolution of the Committee (and any such appointee must, before appointment,
supply a signed consent to appointment and a certificate that the nominee is not
disqualified from being appointed or holding office as a Officer (as described in the
‘Qualification of Officers’ rule above). Any such appointment must be ratified at the next
Annual General Meeting.
b. A candidate’s written nomination, accompanied by the written consent of the nominee with
a certificate that the nominee is not disqualified from being appointed or holding office as a
Officer (as described in the ‘Qualification of Officers’ rule above) shall be received by the
Club at least 10 Working Days before the date of the Annual General Meeting. If there
are insufficient valid nominations received, further nominations may be received from the
floor at the Annual General Meeting.
c. Votes shall be cast in such a manner as the person chairing the meeting determines. In
the event of any vote being tied, the tie shall be resolved by the incoming Committee
(excluding those in respect of whom the votes are tied).
d. Two Members (who are not nominees) or non-Members appointed by the Chairperson
shall act as scrutineers for the counting of the votes and destruction of any voting papers.
e. The failure for any reason of any financial Member to receive such Notice of the general
meeting shall not invalidate the election.
f. In addition to Officers elected under the foregoing provisions of this rule, the Committee
may appoint other Officers for a specific purpose, or for a limited period, or generally until
the next Annual General Meeting. Unless otherwise specified by the Committee any
person so appointed shall have full speaking and voting rights as an Officer of the Club.
Any such appointee must, before appointment, supply a signed consent to appointment
and a certificate that the nominee is not disqualified from being appointed or holding office
as an Officer (as described in the ‘Qualification of Officers’ rule above).
6.4 Term
The term of office for all Officers elected to the main Committee shall be one (1) year, expiring at
the end of the Annual General Meeting in the year corresponding with the last year of each
Officer’s term of office.
The term for the Chairperson of the Classic Race Committee (CRC) shall be two (2) years.
6.5 Removal of officers
An Officer shall be removed as an Officer by resolution of the Committee or the Club where in the
opinion of the Committee or a breach of the Club rules, section ‘Qualification of officers’ above
a. The Officer elected to the Committee has been absent from 4 committee meetings without
leave of absence from the Committee.
b. The Officer has brought the Club into disrepute.
c. The Officer has failed to disclose a conflict of interest.
d. The Committee passes a vote of no confidence in the Officer.
with effect from the date specified in a resolution of the Committee or Club.
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6.6 Ceasing to hold office
An Officer ceases to hold office when they resign (by notice in writing to the Committee), are
removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.
Each Officer shall within 20 Working Days of submitting a resignation or ceasing to hold office,
deliver to the Committee all digital data, books, papers and all other property of the Club held by
such former Officer.
6.7 Conflicts of interest
An Officer or member of a sub-committee who is an Interested Member in respect of any Matter
being considered by the Club, must disclose details of the nature and extent of the interest
(including any monetary value of the interest if it can be quantified):
a. to the Committee and or sub-committee, and
b. in an Interests Register kept by the Committee.
Disclosure must be made as soon as practicable after the Officer or member of a sub-committee
becomes aware that they are interested in the Matter.
An Officer or member of a sub-committee who is an Interested Member regarding a Matter:
c. must not vote or take part in the decision of the Committee and/or sub-committee relating to
the Matter unless all members of the Committee who are not interested in the Matter
consent; and
d. must not sign any document relating to the entry into a transaction or the initiation of the
Matter unless all members of the Committee who are not interested in the Matter consent;
but
e. may take part in any discussion of the Committee and/or sub-committee relating to the
Matter and be present at the time of the decision of the Committee and/or sub-committee
(unless the Committee and/or sub-committee decides otherwise).
However, an Officer or member of a sub-committee who is prevented from voting on a Matter may
still be counted for the purpose of determining whether there is a quorum at any meeting at which
the Matter is considered.
Where 50 per cent or more of Officers are prevented from voting on a Matter because they are
interested in that Matter, a Special General Meeting must be called to consider and determine the
Matter, unless all non-interested Officers agree otherwise.
Where 50 per cent or more of the members of a sub-committee are prevented from voting on a
Matter because they are interested in that Matter, the Committee shall consider and determine the
Matter.
7. Records
7.1 Register of Members
The Club shall keep an up-to-date Register of Members.
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It shall be the duty of the Secretary to keep the Register of Members. The Secretary may
delegate the function of keeping the Register of Members.
For each current Member, the information contained in the Register of Members shall include:
a. their name, and
b. the date on which they became a Member (if there is no record of the date they joined, this
date will be recorded as ‘Unknown’), and
c. their contact details, including —
i. a physical address
ii. a email address (if any) and
iii. a telephone number (if any)
d. The register will also include each Member's
i. postal address
ii. whether the Member is financial or unfinancial
Every current Member shall promptly advise the Club of any change of the Member’s contact
details.
The Club shall also keep a record of the former Members of the Club. For each Member who
ceased to be a Member within the previous 7 years, the Club will record:
e. the former Member's name, and
f. the date the former Member ceased to be a Member.
7.2 Interests Register
The Committee shall at all times maintain an up-to-date register of the interests disclosed by
Officers and by members of any sub-committee.
7.3 Access to information for members
A Member may at any time make a written request to the Club for information held by the Club.
The request must specify the information sought in sufficient detail to enable the information to be
identified.
The Club must, within a reasonable time after receiving a request:
a. provide the information, or
b. agree to provide the information within a specified period, or
c. agree to provide the information within a specified period if the Member pays a reasonable
charge to the Club (which must be specified and explained) to meet the cost of providing the
information, or
d. refuse to provide the information, specifying the reasons for the refusal.
Without limiting the reasons for which the Club may refuse to provide the information, the Club may
refuse to provide the information if:
e. withholding the information is necessary to protect the privacy of natural persons, including
that of deceased natural persons, or
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f. the disclosure of the information would, or would be likely to, prejudice the commercial
position of the Club or of any of its Members, or
g. the disclosure of the information would, or would be likely to, prejudice the financial or
commercial position of any other person, whether or not that person supplied the information
to the Club, or
h. the information is not relevant to the operation or affairs of the Club, or
i. withholding the information is necessary to maintain legal professional privilege, or
j. the disclosure of the information would, or would be likely to, breach an enactment, or
k. the burden to the Club in responding to the request is substantially disproportionate to any
benefit that the Member (or any other person) will or may receive from the disclosure of the
information, or
l. the request for the information is frivolous or vexatious, or
m. the request seeks information about a dispute or complaint which is or has been the subject
of the procedures for resolving such matters under this Constitution and the Act.
If the Club requires the Member to pay a charge for the information, the Member may withdraw the
request, and must be treated as having done so unless, within 10 Working Days after receiving
notification of the charge, the Member informs the Club:
n. that the Member will pay the charge; or
o. that the Member considers the charge to be unreasonable.
Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to
personal information.
8. Finances
8.1 Control and management
The funds and property of the Club shall be:
a. controlled, invested and disposed of by the Committee, subject to this Constitution, and
b. devoted solely to the promotion of the purposes and objectives of the Club.
c. bank accounts with signatories appointed from Officers of the Club.
The Committee shall maintain bank accounts in the name of the Club.
All money received on account of the Club shall be banked within 10 Working Days of receipt.
All accounts paid or for payment shall be submitted to the Committee for approval of payment. All
payments require 2 signatories.
The Committee must ensure that there are kept at all times accounting records that:
d. correctly record the transactions of the Club, and
e. allow the Club to produce financial statements that comply with the requirements of the Act,
and
f. would enable the financial statements to be readily and properly audited (if required under
any legislation or the Club's Constitution).
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The Committee must establish and maintain a satisfactory system of control of the Club's
accounting records.
The accounting records must be kept in written form or in a form or manner that is easily accessible
and convertible into written form. And the accounting records must be kept for the current
accounting period and for the last 7 completed accounting periods of the Club.
The Treasurer shall not pay any amount exceeding such limit figure or purpose as the Committee
may from time to time determine without its having been previously passed for payment by the
Committee.
The Treasurer shall have the power to invest current excess Club funds, in the Club’s name into
fixed deposit accounts not exceeding one year at any of the major trading banks and must seek
approval of the Committee before doing so.
8.2 Balance date
The Club's financial year shall commence on 1st July of each year and end on 30th June (the latter
date being the Club’s balance date).
9. Dispute resolution
9.1 Meanings of dispute and complaint
A dispute is a disagreement or conflict involving the Club and/or its Members in relation to specific
allegations set out below.
The disagreement or conflict may be between any of the following persons:
a. 2 or more Members
b. 1 or more Members and the Club
c. 1 or more Members and 1 or more Officers
d. 2 or more Officers
e. 1 or more Officers and the Club
f. 1 or more Members or Officers and the Club.
The disagreement or conflict relates to any of the following allegations:
g. a Member or an Officer has engaged in misconduct
h. a Member or an Officer has breached, or is likely to breach, a duty under the Club's
Constitution or bylaws or the Act
i. the Club has breached, or is likely to breach, a duty under the Club's Constitution or
bylaws or the Act
j. a Member's rights or interests as a Member have been damaged or Member's rights or
interests generally have been damaged.
A Member or an Officer may make a complaint by following the process set out in 9.2.a “How a
complaint is made.”
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The Club may make a complaint involving an allegation against a Member or an Officer by
following the process set out in 9.2 b.
A complaint may be made in any other reasonable manner permitted by the Club's Constitution.
All Members (including the Committee) are obliged to cooperate to resolve disputes efficiently,
fairly, and with minimum disruption to the Club's activities.
The complainant raising a dispute, and the Committee, must consider and discuss whether a
dispute may best be resolved through informal discussions, mediation, arbitration, or a other agreed
means. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or
arbitration agreement.
9.2 How a complaint is made
a. A Member or an Officer may make a complaint by giving to the Committee (or a complaints
subcommittee) a notice in writing that:
i. states that the Member or Officer is starting a procedure for resolving a dispute in
accordance with the Club’s Constitution; and
ii. sets out the allegation or allegations to which the dispute relates and whom the
allegation is against; and
iii. sets out any other information reasonably required by the Club.
b. The Club may make a complaint involving an allegation or allegations against a Member or
an Officer by giving to the Member or Officer a notice in writing that:
i. states that the Club is starting a procedure for resolving a dispute in accordance with
the Club’s Constitution; and
ii. sets out the allegation to which the dispute relates.
c. The information given under subclause (9.2.a.i) or (9.2.a.ii) must be sufficient to ensure that
a person against whom an allegation is made is fairly advised of the allegation or allegations
concerning them, with sufficient details given to enable that person to prepare a response.
d. A complaint may be made in any other reasonable manner permitted by the Club’s
Constitution.
9.3 Person who makes the complaint has right to be heard
a. A Member or an Officer who makes a complaint has a right to be heard before the
complaint is resolved or any outcome is determined.
b. If the Club makes a complaint—
i. the Club has a right to be heard before the complaint is resolved or any outcome is
determined; and
ii. an Officer may exercise that right on behalf of the Club.
c. Without limiting the manner in which the Member, Officer, or Club may be given the right to
be heard, they must be taken to have been given the right if:
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i. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one
is held); and
ii. an oral hearing is held if the decision maker considers that an oral hearing is needed
to ensure an adequate hearing; and
iii. an oral hearing (if any) is held before the decision maker; and
iv. the Member’s, Officer’s, or Club’s written or verbal statement or submissions (if any)
are considered by the decision maker.
9.4 Person who is subject of complaint has right to be heard
a. This clause applies if a complaint involves an allegation that a Member, an Officer, or the
Club (the ‘respondent’):
i. has engaged in misconduct; or
ii. has breached, or is likely to breach, a duty under the Club’s Constitution or bylaws
or this Act; or
iii. has damaged the rights or interests of a Member or the rights or interests of
Members generally.
b. The respondent has a right to be heard before the complaint is resolved or any outcome is
determined.
c. If the respondent is the Club, an Officer may exercise the right on behalf of the Club.
d. Without limiting the manner in which a respondent may be given a right to be heard, a
respondent must be taken to have been given the right if:
i. the respondent is fairly advised of all allegations concerning the respondent, with
sufficient details and time given to enable the respondent to prepare a response; and
ii. the respondent has a reasonable opportunity to be heard in writing or at an oral
hearing (if one is held); and
iii. an oral hearing is held if the decision maker considers that an oral hearing is needed
to ensure an adequate hearing; and
iv. an oral hearing (if any) is held before the decision maker; and
v. the respondent’s written statement or submissions (if any) are considered by the
decision maker.
9.5 Investigating and determining dispute
a. The Club must, as soon as is reasonably practicable after receiving or becoming aware of
a complaint made in accordance with its Constitution, ensure that the dispute is
investigated and determined.
b. Disputes must be dealt with under the Constitution in a fair, efficient, and effective
manner and in accordance with the provisions of the Act.
9.6 Club may decide not to proceed further with complaint
Despite the ‘Investigating and determining dispute’ rule above, the Club may decide not to proceed
further with a complaint if:
a. the complaint is considered to be trivial; or
b. the complaint does not appear to disclose or involve any allegation of the following kind:
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i. that a Member or an Officer has engaged in material misconduct:
ii. that a Member, an Officer, or the Club has materially breached, or is likely to
materially breach, a duty under the Club’s Constitution or bylaws or the Act:
iii. that a Member’s rights or interests or Members’ rights or interests generally have
been materially damaged:
c. the complaint appears to be without foundation or there is no apparent evidence to support it;
or
d. the person who makes the complaint has an insignificant interest in the matter; or
e. the conduct, incident, event, or issue giving rise to the complaint has already been
investigated and dealt with under the Constitution; or
f. there has been an undue delay in making the complaint.
9.7 Club may refer a complaint
a. The Club may refer a complaint to:
i. a subcommittee or an external person to investigate and report; or
ii. a subcommittee, an arbitral tribunal, or an external person to investigate and make a
decision.
b. The Club may, with the consent of all parties to a complaint, refer the complaint to any type
of consensual dispute resolution (for example, mediation, facilitation, or other agreed means
9.8 Decision makers
A person may not act as a decision maker in relation to a complaint if 2 or more members of the
Committee or a complaints subcommittee consider that there are reasonable grounds to believe
that the person may not be:
a. impartial; or
b. able to consider the matter without a predetermined view.
10. Liquidation and removal from the register
10.1 Resolving to put Club into liquidation
The Club may be liquidated in accordance with the provisions of Part 5 of the Act.
The Committee shall give 25 Working Days written Notice to all Members of the proposed
resolution to put the Club into liquidation.
The Committee shall also give written Notice to all Members of the General Meeting at which any
such proposed resolution is to be considered. The Notice shall include all information as required by
section 228(4) of the Act.
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Any resolution to put the Club into liquidation must be passed by a two-thirds majority of all
Members present and voting.
10.2 Resolving to apply for removal from the register
The Club may be removed from the Register of Incorporated Societies in accordance with the
provisions of Part 5 of the Act.
The Committee shall give 25 Working Days written Notice to all Members of the proposed
resolution to remove the Club from the Register of Incorporated Societies.
The Committee shall also give written Notice to all Members of the General Meeting at which any
such proposed resolution is to be considered. The Notice shall include all information as required by
section 228(4) of the Act.
Any resolution to remove the Club from the Register of Incorporated Societies must be passed by a
two-thirds majority of all Members present and voting.
10.3 Surplus assets
If the Club is liquidated or removed from the Register of Incorporated Societies, no distribution shall
be made to any Member unless an official invoice is outstanding and all parts of payments to
members have been followed (at arms length procedures) and if any funds or property remains after
the settlement of the Club’s debts and liabilities, those funds and property shall be vested in some
other organization or body having objects similar to the objects of the Club, or to some other
charitable organization or purpose within New Zealand.
11. Alterations to this constitution
The Club may not delete or alter the Approval of Inland Revenue nor the Payments to
Members sections of this constitution.
All other amendments must be made in accordance with this Constitution. Any minor or
technical amendments shall be notified to Members as required by section 31 of the Act.
The Club may amend or replace this Constitution at an Annual General Meeting or Special
General Meeting by a resolution passed by a two-thirds of majority of those Members present
and voting.
That amendment may be approved by a resolution passed in lieu of a meeting but only if
authorised by this Constitution.
Any proposed resolution to amend or replace this Constitution shall be given in writing to the
Committee at least 20 Working Days before the Annual or Special General Meeting at which
the resolution is to be considered and accompanied by a written explanation of the reasons for
the proposal.
At least 10 Working Days before the Annual or Special General Meeting at which any
amendment is to be considered the Committee shall give to all Members notice of the proposed
resolution, the reasons for the proposal, and any recommendations the Committee has.
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When an amendment is approved by a Annual or Special General Meeting it shall be notified to
the Registrar of Incorporated Societies in the form and manner specified in the Act for
registration, and shall take effect from the date of registration.
12. Other
12.1 Common seal
The Club may have a common seal that must be kept in the custody of the Secretary and may be
affixed to any document:
a. by resolution of the Committee, and must be countersigned by 2 Officers or
b. by such other means as the Committee may resolve from time to time.
12.2 Motto and Logos of the Club
The Club recognizes and adopts the international MG mottos’ and logos’ being:
a. “MG – The Marque of Friendship”
b. “MG – Safety Fast”
c. The use of MG marque related logos as granted by the M.G. Car Club UK.
12.3 Bylaws
The Committee from time to time may make and amend bylaws, and policies for the conduct and
control of Club activities and codes of conduct applicable to Members, but no such bylaws, policies
or codes of conduct applicable to Members shall be inconsistent with this Constitution, the Act,
regulations made under the Act, or any other legislation.
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