The Society 

1.0 Name 

1.1 The name of the society is Swedish Vallhund Club 

Incorporated ("the Society"). 

1.2 The Society is constituted by resolution dated 20.11.2011

2.0 Registered Office 

2.1 The Registered Office of the Society is 862 Lawrence-Watahuna Highway, 

Waitahuna Lawrence, Otago. 

3.0 Purposes of Society 

3.1 The purposes of the Society are to: 

(a) To promote Swedish Vallhunds (vastgotaspets) in recognition of 

the breeds superior versatility and trainability, whilst aspiring to 

maintain the integrity of the breed as specified by the Swedish Breeds 

standard and as adopted by the New Zealand Club. 

(b) Do anything necessary or helpful to the above purpose. 

3.2 Pecuniary gain is not a purpose of the Society. 


4.0 Managing Committee 

4.1 The Society shall have a managing committee (“the Committee”), 

comprising the following persons: 

(a) The President (also acts as Chairperson) 

(b) The Secretary; 

(c) The Treasurer; and 

(d) Such other Members as the Society shall decide. 

4.2 Only Members of the Society may be Committee Members. 

4.3 There shall be a minimum of four Committee Members. 

4.4 Preferably committee to be comprised of eight members, with a fair 

representation of NZKC registered breeders, pet owners and non breeders on 

the committee.

5.0 Appointment of Committee Members

5.1 At a Society Meeting, the Members may decide by majority vote: 

(a) How large the Committee will be; 

(b) Who shall be the President, Secretary, and Treasurer; 

(c) Whether any Committee Member may hold more than one position 

as an officer; 

(d) How long each person will be a Committee Member (”the Term”). 

(e) The “term” to be a preferred minimum period of two years. 

6.0 Cessation of Committee Membership 

6.1 Persons cease to be Committee Members when: 

(a) They resign by giving written notice to the Committee. 

(b) They are removed by majority vote of the Society at a Society 


(c) Their Term expires. 

6.2 If a person ceases to be a Committee Member, that person must within 

one month give to the Committee all Society documents and property. 

7.0 Nomination of Committee Members 

7.1 Nominations for members of the Committee shall be called for at least 28 

days before an Annual General Meeting. Each candidate shall be proposed 

and seconded in writing by Members and the completed nomination delivered 

to the Secretary. Nominations shall close at 5pm on the fifth day before the 

Annual General Meeting. [See also rule 21.4(b)] All retiring members of the 

Committee shall be eligible for re-election. 

7.2 If the position of any Officer becomes vacant between Annual General 

Meetings, the Committee may appoint another Committee Member to fill that 

vacancy until the next Annual General Meeting. 

7.3 If the position of any Committee Member becomes vacant between 

Annual General Meetings, the Committee may appoint another Society 

Member to fill that vacancy until the next Annual General Meeting. 

7.4 If any Committee Member is absent from three consecutive meetings 

without leave of absence the Chair/President may declare that person’s 

position to be vacant. 

8.0 Role of the Committee 

8.1 Subject to the rules of the Society (“The Rules”), the role of the 

Committee is to: 

(a) Administer, manage, and control the Society; 

(b) Carry out the purposes of the Society, and Use Money or Other 

Assets to do that; 

(c) Manage the Society’s financial affairs, including approving the 

annual financial statements for presentation to the Members at the 

Annual General Meetings;

(d) Set accounting policies in line with generally accepted accounting 


(e) Delegate responsibility and co-opt members where necessary 

(f) Ensure that all Members follow the Rules; 

(g) Decide how a person becomes a Member, and how a person stops 

being a Member; 

(h) Decide the times and dates for Meetings, and set the agenda for 


(i) Decide the procedures for dealing with complaints; 

(j) Set Membership fees, including subscriptions and levies; 

(k) Make regulations. 

8.2 The Committee has all of the powers of the Society, unless the 

Committee’s power is limited by these Rules, or by a majority decision of the 


8.3 All decisions of the Committee shall be by a majority vote. In the event 

of an equal vote, the Chair/President shall have a casting vote, that is, a 

second vote. 

8.4 Decisions of the Committee bind the Society, unless the Committee’s 

power is limited by these Rules or by a majority decision of the Society. 

9.0 Roles of Committee Members 

9.1 The Chair/President is responsible for: 

(a) Ensuring that the Rules are followed; 

(b) Convening Meetings and establishing whether or not a quorum 

(half of the Committee) is present; 

(c) Chairing Meetings, deciding who may speak and when; 

(d) Overseeing the operation of the Society; 

(e) Providing a report on the operations of the Society at each Annual 

General Meeting. 

9.2 The Secretary is responsible for: 

(a) Recording the minutes of Meetings; 

(b) Keeping the Register of Members; 

(c) Holding the Society's records, documents, and books except those 

required for the Treasurer’s function; 

(d) Receiving and replying to correspondence as required by the 


(e) Forwarding the annual financial statements for the Society to the 

Registrar of Incorporated Societies upon their approval by the 

Members at an Annual General Meeting. 

(f) Advising the Registrar of Incorporated Societies of any rule 


9.3 The Treasurer is responsible for: 

(a) Keeping proper accounting records of the Society’s financial 

transactions to allow the Society’s financial position to be readily 


(b) Preparing annual financial statements for presentation at each

Annual General Meeting. These statements should be prepared in 

accordance with the Societies’ accounting policies (see 8.1.d). 

(c) Providing a financial report at every meeting and each Annual 

General Meeting; 

(d) Providing financial information to the Committee as the 

Committee determines. 

9.4 On behalf of the Swedish Vallhund Club the committee shall endeavour at 

all times to act responsibly as guardians of the breed in guiding breeders 

with an preference for education as a means to encourage best practice. 

10.0 Committee Meetings 

10.1 Committee meetings may be held via video or telephone conference, or 

other formats as the Committee may decide; 

10.2 No Committee Meeting may be held unless more than half of the 

Committee Members attend; 

10.3 The President shall chair Committee Meetings, or if the President is 

absent, the Committee shall elect a Committee Member to chair that 


10.4 Decisions of the Committee shall be by majority vote; 

10.5 The President or person acting as President has a casting vote, that is, a 

second vote; 

10.6 Only Committee Members present at a Committee Meeting may vote at 

that Committee Meeting. 

10.7 Subject to these Rules, the Committee may regulate its own practices; 

10.8 The President or his nominee shall adjourn the meeting if necessary. 

10.9 Adjourned Meetings: If within half an hour after the time appointed for 

a meeting a quorum is not present the meeting, if convened upon requisition 

of members, shall be dissolved; in any other case it shall stand adjourned to 

a day, time and place determined by the President of the Society, and if at 

such adjourned meeting a quorum is not present the meeting shall be 

dissolved without further adjournments. The President may with the consent 

of any Society Meeting adjourn the same from time to time and from place to 

place but no business shall be transacted at any adjourned meeting other 

than the business left unfinished at the meeting from which the adjournment 

took place. 


11.0 Types of Members 

11.1 Membership may comprise different classes of membership as decided 

by the Society. 

11.2 Members have the rights and responsibilities set out in these Rules. 

11.3 Any club member who breeds a Swedish Vallhund bitch must be a 

registered member of the NZKC and abide by the NZKC rules and


12.0 Admission of Members 

12.1 To become a Member, a person (“the Applicant”) must: 

(a) Complete an application form, if the Rules, Bylaws or Committee 

requires this; and 

(b) Supply any other information the Committee requires. 

12.2 The Committee may interview the Applicant when it considers 

Membership applications. 

12.3 The Committee shall have complete discretion when it decides whether 

or not to allow the Applicant become a Member. The Committee shall advise 

the Applicant of its decision, and that decision shall be final. 

13.0 The Register of Members 

13.1 The Secretary shall keep a register of Members (“the Register”), which 

shall contain the names, the postal and email addresses and telephone 

numbers of all Members, and the dates at which they became Members. 

13.2 If a Member’s contact details change, that Member shall give the new 

postal or email address or telephone number to the Secretary. 

13.3 Each Member shall provide such other details as the Committee 


13.4 Members shall have reasonable access to the Register of Members. 

14.0 Cessation of Membership 

14.1 Any Member may resign by giving written notice to the Secretary. 

14.2 Membership terminated in the following way: 

(a) If, for any reason whatsoever, the Committee is of the view that a 

Member is breaching the Rules or acting in a manner inconsistent with 

the purposes of the Society, the Committee may give written notice of 

this to the Member (“the Committee’s Notice”). The Committee’s 

Notice must: 

(i) Explain how the Member is breaching the Rules or acting in 

a manner inconsistent with the purposes of the Society; 

(ii) State what the Member must do in order to remedy the 

situation; or state that the Member must write to the 

Committee giving reasons why the Committee should not 

terminate the Member’s Membership. 

(iii) State that if, within 14 days of the Member receiving the 

Committee’s Notice, the Committee is not satisfied, the 

Committee may in its absolute discretion immediately 

terminate the Member’s Membership. 

(iv) State that if the Committee terminates the Member’s 

Membership, the Member may appeal to the Society.

(b) 14 days after the Member received the Committee’s Notice, the 

Committee may in its absolute discretion by majority vote terminate 

the Member’s Membership by giving the Member written notice 

(“Termination Notice”), which takes immediate effect. The 

Termination Notice must state that the Member may appeal to the 

Society at the next Meeting by giving written notice to the Secretary 

(“Member’s Notice”) within 14 days of the Member’s receipt of the 

Termination Notice. 

(c) If the Member gives the Member’s Notice to the Secretary, the 

Member will have the right to be fairly heard at a Society Meeting held 

within the following 28 days. If the Member chooses, the Member may 

provide the Secretary with a written explanation of the events as the 

Member sees them (“the Member’s Explanation”), and the Member 

may require the Secretary to give the Member’s Explanation to every 

other Member within 7 days of the Secretary receiving the Member’s 

Explanation. If the Member is not satisfied that the other Society 

Members have had sufficient time to consider the Member’s 

Explanation, the Member may defer his or her right to be heard until 

the following Society Meeting. 

(d) When the Member is heard at a Society Meeting, the Society may 

question the Member and the Committee Members. 

(e) The Society shall then by majority vote decide whether to let the 

termination stand, or whether to reinstate the Member. The Society’s 

decision will be final. 

15.0 Obligations of Members 

15.1 All Members (and Committee Members) shall promote the purposes of 

the Society and shall do nothing to bring the Society into disrepute. 


16.0 Use of Money and Other Assets 

16.1 The Society may only Use Money and Other Assets if: 

(a) It is for a purpose of the Society; 

(b) It is not for the sole personal or individual benefit of any Member; 


(c) That Use has been approved by either the Committee or by 

majority vote of the Society. 

17.0 Joining Fees, Subscriptions and Levies 

17.1 The Executive Committee shall decide by majority vote at the AGM 


(a) What a member must pay to join the Society (“Joining Fee”); and 

(b) What a member must pay in order to stay a Member 

(“Subscription”) and how often this must be paid. 

17.2 The Committee may by majority vote impose a levy or levies on 

Members up to a maximum total of $20.00 in any one financial year. 

17.3 If any Member does not pay a Subscription or levy by the date set by 

the Committee or the Society, the Secretary will give written notice that, 

unless the arrears are paid by a nominated date, the Membership will be 

terminated. After that date, the Member shall (without being released from 

the obligation of payment of any sums due to the Society) have no 

Membership rights and shall not be entitled to participate in any Society 


18.0 Additional Powers 

18.1 The Society may: 

(a) Employ people for the purposes of the Society; 

(b) Exercise any power a trustee might exercise; 

(c) Invest in any investment that a trustee might invest in. 

19.0 Financial Year 

19.1 The financial year of the Society begins on 01 April of every year and 

ends on 31 March of the next year. 

20.0 Assurance on the Financial Statements 

20.1 The Society shall appoint an accountant to review the annual financial 

statements of the Society (“the Reviewer”). The Reviewer shall conduct an 

examination with the objective of providing a report that nothing has come to 

the Reviewer’s attention to cause the Reviewer to believe that the financial 

information is not presented in accordance with the Society’s accounting 

policies. The Reviewer must be a suitably qualified person, preferably a 

member of the New Zealand Institute of Chartered Accountants, and must 

not be a member of the Committee, or an employee of the Society. If the 

Society appoints a Reviewer who is unable to act for some reason, the 

Committee shall appoint another Reviewer as a replacement. 

The Committee is responsible to provide the Reviewer with: 

(a) Access to all information of which the Committee is aware that is 

relevant to the preparation of the financial statements such as 

records, documentation and other matters 

(b) Additional information that the reviewer may request from the 

Committee for the purpose of the review; and 

(c) Reasonable access to persons within the Society from whom the

reviewer determines it necessary to obtain evidence. 

20.2 No review or audit of the annual financial statements is required unless 

a review or audit is requested by 5% of the Members at any properly 

convened Society Meeting. 

Conduct of meetings 

21.0 Society Meetings 

21.1 A Society Meeting is either an Annual General Meeting or a Special 

General Meeting. 

21.2 The Annual General Meeting shall be held annually. The Committee shall 

determine when and where the Society shall meet . 

21.3 Special General Meetings may be called by the Committee. The 

Committee must call a Special General Meeting if the Secretary receives a 

written request signed by at least a quarter of the Members. 

21.4 The Secretary shall: 

(a) Give all Members at least 28 days Written Notice of the business 

to be conducted at any Society Meeting 

(b) Additionally, the Secretary will provide, appropriate: 

(i) A copy of the President’s Report on the Society’s operations 

and of the Annual Financial Statements as approved by the 


(ii) A list of Nominees for the Committee, and information 

about those Nominees if it has been provided. (The Secretary 

must not provide Members with information exceeding one 

side of an A4 sheet of paper per Nominee) 

(iii) Notice of any motions and the Committee’s 

recommendations about those motions. 

(iv) If the Secretary has sent a notice to all Members in good 

faith, the Meeting and its business will not be invalidated 

simply because one or more Members do not receive the 


21.5 All Members may attend and vote at Society Meetings. 

21.6 No Society Meeting may be held unless at least four Members attend. 

(This will constitute a quorum.) 

21.7 All Society Meetings shall be Chaired by the President. If the President 

is absent, the Society shall elect another Committee Member to Chair that 

meeting. Any person Chairing a Society Meeting has a casting vote. 

21.8 On any given motion at a Society Meeting, the President shall in good 

faith determine whether to vote by: 

(a) Voices; 

(b) Show of hands; or 

(c) Secret ballot. 

However, if any Member demands a secret ballot before a vote by voices or 

show of hands has begun, voting must be by secret ballot. If a secret ballot 

is held, the President will have a casting, that is, second vote.

21.9 The business of an Annual General Meeting shall be: 

(a) Receiving any minutes of the previous Society’s Meeting(s); 

(b) The President’s report on the business of the Society; 

(c) The Treasurer’s report on the finances of the Society, and the 

Annual Financial Statements; 

(d) Election of Committee Members; 

(e) Motions to be considered; 

(f) General business. 

21.10 The President or his nominee shall adjourn the meeting if necessary. 

21.11 Adjourned Meetings: If within half an hour after the time appointed for 

a meeting a quorum is not present the meeting, if convened upon requisition 

of members, shall be dissolved; in any other case it shall stand adjourned to 

a day, time and place determined by the President of the Society, and if at 

such adjourned meeting a quorum is not present the meeting shall be 

dissolved without further adjournments. The President may with the consent 

of any Society Meeting adjourn the same from time to time and from place to 

place but no business shall be transacted at any adjourned meeting other 

than the business left unfinished at the meeting from which the adjournment 

took place. 

22.0 Motions at Society Meetings 

22.1 Any Member may request that a motion be voted on (“Member’s 

Motion”) at a particular Society Meeting, by giving written notice to the 

Secretary at least 14 days before that meeting. The Member may also 

provide information in support of the motion (“Member’s Information”). The 

Committee may in its absolute discretion decide whether or not the Society 

will vote on the motion. However, if the Member’s Motion is signed by at 

least [number] % of eligible Members: 

(a) It must be voted on at the Society Meeting chosen by the 

Member; and 

(b) The Secretary must give the Member’s Information to all Members 

at least 14 days before the Society Meeting chosen by the Member; or 

If the Secretary fails to do this, the Member has the right to raise the 

motion at the following Society Meeting. 

22.2 The Committee may also decide to put forward motions for the Society 

to vote on (“Committee Motions”) which shall be suitably notified. 

23.0 Signing of Documents 

23.1 Documents should be signed by whomever is authorised by the 


23.2 The common seal of the society will be held by the secretary and applied to all legal documents, and 

contracts that the society enters into.  The seal will also be used on certificates and papers deemed 

appropriate and under the direction of the committee.

24.0 Altering the Rules 

24.1 The Society may alter or replace these Rules at a Society Meeting by a 

resolution passed by a two-thirds majority of those Members present and 


24.2 Any proposed motion to amend or replace these Rules shall be signed 

by at least 15 of eligible Members and given in writing to the Secretary at 

least 28 days before the Society Meeting at which the motion is to be 

considered, and accompanied by a written explanation of the reasons for the 


24.3 At least 14 days before the General Meeting at which any Rule change is 

to be considered the Secretary shall give to all Members written notice of the 

proposed motion, the reasons for the proposal, and any recommendations 

the Committee has. 

24.4 When a Rule change is approved by a General Meeting no Rule change 

shall take effect until the Secretary has filed the changes with the Registrar 

of Incorporated Societies. 

25.0 Bylaws to govern the Society 

25.1 The Committee may from time-to-time make, alter or rescind bylaws for 

the general management of the society, so long as these are not repugnant 

to these rules or to the provisions of law. All such bylaws shall be binding on 

members of the Society. A copy of the bylaws for the time being, shall be 

available for inspection by any member on request to the Secretary. 

26.0 Winding up 

26.1 If the Society is wound up: 

(a) The Society’s debts, costs and liabilities shall be paid; 

(b) Surplus Money and Other Assets of the Society may be disposed 


(i) By resolution; or 

(ii) According to the provisions in the Incorporated Societies 

Act 1908; but 

(c) No distribution may be made to any Member;

(d) The surplus Money and Other Assets shall be distributed to: [see 

S.27 of the Act] 

(i) New Zealand Breast Cancer Foundation or associated 

cancer research foundation. 

27.0 Definitions and Miscellaneous matters 

27.1 In these Rules: 

(a) “Majority vote” means a vote made by more than half of the 

Members who are present at a Meeting and who are entitled to vote 

and voting at that Meeting upon a resolution put to that Meeting. 

(b) “Money or Other Assets” means any real or personal property or 

any interest therein, owned or controlled to any extent by the Society. 

(c) “Society Meeting” means any Annual General Meeting, or any 

Special General Meeting, but not a Committee Meeting. 

(d) “Use Money or Other Assets” means to use, handle, invest, 

transfer, give, apply, expend, dispose of, or in any other way deal 

with, Money or Other Assets. 

(e) “Written Notice” means communication by post, electronic means 

(including email, and website posting), or advertisement in 

periodicals, or a combination of these methods. 

(f) It is assumed that 

(i) Where a masculine is used, the feminine is included 

(ii) Where the singular is used, plural forms of the noun are 

also inferred 

(iii) Headings are a matter of reference and not a part of the 


(g) Matters not covered in these rules shall be decided upon by the