1 COLFO 2025 Constitution info@colfo.org nz Council of Licensed Firearms Owners Inc PO Box 24020, Manners Street, Wellington 6142, New Zealand www.colfo.org.nz +64 27 442 3310 CONSTITUTION OF THE NEW ZEALAND COUNCIL OF LICENSED FIREARMS OWNERS INCORPORATED;MANATÒPÙ. 1. NAME 1.1. The name of the Society is 'New Zealand Council of Licensed Firearms Owners Incorporated; Manatòpù' ( in this Constitution called ” COLFO ” ). 2. DEFINITIONS 2.1. In this Constitution , unless the context requires otherwise, the following words and phrases have the following meanings: ‘Act’ means the Incorporated Societies Act 2022 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 Society held once per year which, among other things, will receive and consider reports on the Society ’s activities and finances. ‘Chairperson’ means the Officer responsible for chairing General Meetings and Council meetings, and who provides leadership for the Society ‘Council’ means the committee of COLFO. 2 COLFO 2025 Constitution ‘Constitution’ means the rules in this document. ‘Vice Chairperson’ means the Officer elected or appointed to deputise in the absence of the Chairperson Financial year means 1 January to 31 December. ‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Society ‘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 ‘Matter’ means— (a) the Society’s performance of its activities or exercise of its powers; or (b) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Society ‘Member’ means a person who has consented to become a Member of the Society and has been properly admitted to the Society who has not ceased to be a Member of the Society ‘Notice’ includes any notice given by email, post, or courier. ‘Officer’ means a natural person who is: (a) a member of the Council , or (b) occupying a position in the Society that allows them to exercise significant influence over the management or administration of the Society , including any Chief Executive. ‘Patron’ means a person described in clause 5.15 ‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act ‘Secretary’ 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. Spokesperson means the person described in clause 5.14 ‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Matariki Observance Day, Labour Day, Christmas Day, Boxing Day, and New Year’s Day. Notice of Motion means a Notice to amend the rules Remit means a direction/recommendation to the Council. 3 COLFO 2025 Constitution 3. PURPOSES 3.1. The purposes of COLFO are: (a) To represent the collective interests of members through the preservation of the rights and privileges of licensed firearms users and collectors, and all of those affected by the Arms Act and its future amendments, by promoting responsible firearms ownership. (b) To act as the machinery and organisation for consultation between government, police, and the media as the collective organisation whose views and opinions on firearms legislation and related matters are considered representative, authoritative and responsible. (c) To affiliate firearms related and/or user groups which are supportive of the COLFO’s purposes. (d) To undertake such actions, research and inquiries that are necessary to achieve the COLFO’s purposes. (e) To gain adequate COLFO representation, where desirable, on such public bodies or organisations nationally and internationally whose functions are deemed of importance to, or affecting COLFO. (f) To prepare and disseminate any information that would enhance the well being, rights and obligations of members. (g) To do all other things as may be necessary, incidental or conducive to the attainment of COLFO’s purposes. (h) To raise money to fund any of the above purposes. 4. MEMBERSHIP 4.1. Membership shall be available to a society, association or other incorporated entity whose objects and practices are supportive of the COLFO’s purposes. 4.2. All applications for membership shall be approved by the Council which shall confirm the terms and conditions of membership to the new member. 4.3. With the exception of individual members, all applications for membership shall be in writing and submitted to the Secretary and approved by the Council, which shall confirm the terms and conditions of membership to the new member. 4.4. Individual members may join by signing on through the COLFO website https://www.colfo.org 4.5. The following classes of membership shall be available: (a) Full Membership - shall be available to a national firearms society or association. (b) Club Membership - shall be available to an individual firearms related representative society, association or club. (c) Trade Membership - shall be available to a trading entity, comprising a single store or retail outlet. (d) Corporate Membership - shall be available to an entity wishing to be recognised as a sponsor. 4 COLFO 2025 Constitution (e) Associate Membership - shall be available to a non-firearm related society, association, organisation or entity, whose membership of COLFO would, in the opinion of the Council, benefit COLFO’s objectives. (f) Individual and Supporters Membership (g) Patron: this is an invited position as recognition for significant service over a number of years. An individual is invited to be the COLFO patron by the Council in accordance with clause 5.15. 4.6. Members shall have voting rights as follows: (a) Full Membership - three (3) votes per Member. (b) Club Membership - one (1) vote per Member. (c) Corporate and Trade Membership - one (1) vote per Member. (d) Independent Membership – one (1) vote per Member (e) The remaining classes of membership shall be non-voting unless they hold a position on the Council. (f) Patron: The Patron has one (1) vote. 4.7. Pursuant to a recommendation to the Council, any person may be selected by a Special Resolution at a Council or Executive meeting as a Life Member, for recognition of services or contributions made to COLFO or the wider firearms community. Any person selected being a serving representative or member. 4.8. Pursuant to a recommendation to the Council, any person may be selected by a Special Resolution at a Council or Executive meeting as an Honorary Member, as recognition of services or contributions made to COLFO or the wider firearms community. 4.9. Life and Honorary members shall be entitled to all privileges of an individual membership without payment of annual subscriptions. 5. ELECTION OF COUNCIL MEMBERS 5.1. The Council shall comprise of no less than three (3) and no more than ten (10) core members, consisting of: (a) The Chairperson (voting), Vice-Chairperson (voting), Treasurer (voting) and Secretary (non-voting) (“ Executive Members ”) (b) Up to five Council members (voting) (“ Non-Executive Members ”) 5.2. Notwithstanding clauses 5.1 and 5.2 above, a majority of members of the Council must be members of COLFO or representatives of bodies corporate that are members of COLFO. 5.3. The term of office for each Council member shall be for one (1) year 5.4. The maximum number of consecutive terms an Executive Member can serve shall be five (5) years. 5.5. The maximum number of consecutive years a Chairperson can serve shall be five (5) years 5.6. Every member of the Council shall be required to declare any conflicts of interest and to abstain from voting on matters that may affect the outcome of any decisions due to such 5 COLFO 2025 Constitution conflicts. This principle will also apply to nominees to the Council prior to their election. 5.7. To be eligible for election or appointment to the Council in a position described in clause 5.1 above, a nominee must be: (a) a financial member of COLFO; and (b) nominated in accordance with clauses 5.8 – 5.12. 5.8. Non-Executive Members: (a) Full and/or Club Membership: (i) The person on the Council representing either Full and/or Club Members shall be nominated by the association or organisation he/she represents. (b) Trade and or/Corporate Membership: (i) The person on the Council representing Trade and/or Corporate Members shall be nominated by another member of the Council. (c) Independent Members of the Council: (i) An independent member of the Council may be nominated by another member of the Council. (ii) An independent member must be an Individual Member as defined in clause 4.5(f) above (iii) An independent member may be a member of a society, association, organisation, or incorporated entity, but they need not be nominated by that organisation to be eligible as an independent member of the Council. 5.9. The nomination of the Council member must specify which of the offices described in clause 5.1 the nominee is nominated for. A nominee may be nominated for more than one office. 5.10. Notwithstanding clauses 5.8 and 5.9, every member of the Council, unless they have signified to the Secretary that they do not desire to offer themselves for re-election, shall be deemed to be duly nominated for re-election to the office or offices that they currently hold on the Council. This clause does not limit the ability for that member to be nominated for election to another office described in clause 5.1 in addition to their existing office. 5.11. In the event that the number of nominations (including deemed nominations) is less than or equal to the number of offices available, the nominees will be appointed/re-appointed to the Council in accordance with the nominations as of the date of the next Annual General Meeting 5.12. In the event of more nominations being received than there are offices to be filled, a ballot or ballots shall be conducted at the Annual General Meeting to fill such office or offices and the delegate. Each Full, Club, Corporate and Trade Member present thereat shall be the only persons entitled to vote at each such ballot. Each delegate may exercise the number of votes detailed at 4.6 above. 5.13. The Council may engage up to 3 Council advisors if the Council believe their expertise (as needed). The advisors are not members of the Council. While they are entitled to attend and speak at Council meetings, they have no rights to vote in Council decisions or to direct the Council or the executive management of COLFO. 5.14. The Council may resolve to recognise a Spokesperson. Upon recognition, the Spokesperson may attend and speak at all Council meetings. However, the Spokesperson is not a member of the Council and does not have voting or decision- making rights at Council meetings in their capacity as Spokesperson. However, this clause does not limit the Spokesperson from exercising voting or decision-making rights at a Council meeting in a different capacity. 6 COLFO 2025 Constitution 5.15. Patron: Nomination shall be at a Council meeting. The person identified as Patron must be nominated and seconded by those individuals representing the following classes of membership: Full, Club, Trade or Corporate. The Patron is an honorary no-fees position. As an honorary position, the Patron may attend and speak at Council meetings However, the Patron is not a member of the Council and is not entitled to vote and in Council decisions or to direct the Council or the executive management of COLFO. 5.16. All expenses for members of the Council reasonably incurred in the execution of COLFO business shall be reimbursed as per the agreed schedule. 5.17. The management and control of the affairs of COLFO shall be vested in the Council. 5.18. Individual members of the Council may be removed by a vote of no confidence by a 2/3 majority of the Council if their conduct is found to be unlawful or contrary to the good reputation of COLFO. 6. FUNCTIONS OF THE SECRETARY 6.1. The Secretary is the contact person of COLFO for the purposes of sections 112 – 116 of the Act. 6.2. The Secretary is responsible for keeping and maintaining a register of members that contains (a) the name and last known contact details of each member and former member; (b) the date on which each member and former member became a member; and (c) any other information that must be contained in the register by the Act or regulations made under the Act. 6.3. This clause does not limit any other function that this Constitution provides to be undertaken by the Secretary. 7. POWERS OF BOARD OF MANAGEMENT 7.1. The Council has all the powers necessary for managing and for directing and supervising the management of and the operations and affairs of COLFO, other than where this constitution expressly reserves those powers to the members at a General Meeting, including (without limitation) the following powers: (a) Employ and dismiss salaried officers and servants. (b) Execute all contracts on behalf of the COLFO. (c) Acquire by purchase, lease, hire or otherwise such land, buildings, furnishings, equipment and other items as may be necessary for the purposes of COLFO. (d) Accept donations. (e) Invest and reinvest in such securities and upon such terms as it shall think fit the whole or any part of its funds which shall not be required for the immediate business of the COLFO. (f) Dispose of any or all of the real and personal property as it thinks fit in the interests of the COLFO. 8. BORROWING POWERS 8.1. The Council with the prior approval of the Members at a General Meeting may borrow or raise and give security for money by the issue of debenture stock, mortgage, or charge upon all or any part of the property of the COLFO. 7 COLFO 2025 Constitution 9. FUNCTIONS OF COUNCIL 9.1. Generally to conduct the affairs and to further the purposes of COLFO, and (a) To keep usual and proper books of account and other records of business of COLFO . (a) To give members reasonable notice of intended meetings and the business to be transacted thereat. (b) To prepare and submit to the Annual General Meeting a report balance sheet and statement of account for the preceding year. (c) For the furtherance of the purposes of COLFO and for the administration of any matter under the powers of the Council to appoint, for so long as the Council thinks fit, Committees and Sub-committees of the Council. (d) Any such Committee or Sub-Committee may include persons who are not members of the Council but the Chairperson of such Committee or Sub- committee must be a member of the Council. (e) Every such Committee or Sub-committee shall be responsible to the Council and its acts and proceedings shall be approved by the Council. (f) To appoint any person to any position necessary to the administration of COLFO and not provided for in the Constitution. (g) To consider applications for membership. (h) To maintain an accurate list of the names and addresses of all members 10. VACANCIES ON THE COUNCIL 10.1. If a vacancy occurs on the Council or in respect of the members of the Council, the Council may fill such vacancy by appointment; but such appointment will only be valid until the next Annual General Meeting. 11. GENERAL MEETINGS 11.1. The provisions of this clause 11 apply to Annual General Meetings and Special General Meetings other than to the extent this is inconsistent with clauses 12 – 13 below. 11.2. Notice of every General Meeting shall be sent to Members not less than twenty (20) working days before the Meeting specifying the date time and place of the Meeting and the business to be transacted thereat together with a copy of the Report and Balance Sheet in the case of the Annual General Meeting. Business of which notice has not been given as provided in paragraph (a) and which does not involve an alteration to the Constitution may be brought forward at any General Meeting provided that fifty (50) percent of the Members present are in favour. 11.3. Each Full, Club, Corporate and Trade Member shall be entitled to attend and nominate one delegate to attend and vote at any General Meeting. Individual and Associate members shall be permitted to attend Special and Annual General Meetings with the right to speak with the consent of the Chairman but not to vote. 11.4. The only persons entitled to be present and vote at any General Meeting shall be: (a) Members of the Council including the Patron 8 COLFO 2025 Constitution (b) Delegates from financial Full, Club, Corporate and Trade Members or their proxies. (c) Where any of the above persons are unable to send a delegate and/or to attend a General Meeting they may have a proxy vote entrusted to another financial Full, Club, Corporate and Trade, Member attending the meeting (on the proxy form available from the Secretary). (d) The name of the Member entitled to vote and its proxy must be advised in writing to the Secretary and qualified prior to the commencement of the General Meeting. (e) A person attending the meeting representing two (2) or more Members entitled to vote shall have the number of votes as are held by those Members he or she represents (see clause 4.6 above). (f) Other Members may attend but not vote. 11.5. The quorum for General Meetings shall be Forty (40%) percent of the numbers of the Council and the delegates entitled to vote to be present thereat. If within half (½) an hour from the time of the appointment for the General Meeting a quorum is not present, the General Meeting shall be adjourned to a new date and time set by the Council. When assessing whether a General Meeting is quorate, Members attending electronically or voting by proxy are deemed to be present at the General Meeting. 11.6. At all General Meetings, the Chairperson and in his or her absence the Vice Chairperson, and in the absence of both such other Council members as elected by the meeting, shall take the chair and every Member shall be entitled on every motion to one (1) vote exercised in the persons of the representative of each member and in the case of the equality of votes the Chairperson shall have a casting vote. 11.7. A General Meeting may be held either— (a) by a number of the Members 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 participating and constituting a quorum can simultaneously hear each other throughout the meeting. 11.8. Any question submitted to a General Meeting will be decided in the first instance on the voices or by a show of hands unless a poll is demanded by the Chairperson or at least three (3) persons present and entitled to vote, a declaration by the Chairperson as to the result thereof and an entry to that effect in the minutes shall be conclusive evidence of the fact. If a poll be demanded it shall be taken in such a manner and at such time and place as the Chairperson may direct, and the result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn. The demand of a poll shall not prevent the continuance of the meeting or the transaction of any business other than the question on which the poll has been demanded. On a show of hands of delegates, any person entitled to vote shall have one (1) vote but on poll the number of votes calculated in accordance with clause 4.6 (a-e) hereof shall apply. The Chairman of any meeting shall have both a deliberate and casting vote. 11.9. A person may be removed from a General Meeting if more than 80% of those present agree they are not contributing to the purposes of COLFO or the intent of the meeting. 11.10. The Secretary is responsible for keeping minutes for each General Meeting. 12. ANNUAL GENERAL MEETINGS 12.1. The Annual General Meeting of COLFO shall be held within four (4) months of the 31st of December in each year or at such time and in such place as the Council may determine in accordance with the requirements of the Act. 9 COLFO 2025 Constitution 12.2. The business of the Annual General Meeting shall be to receive and consider the reports of the Council, and the Accounts and Balance Sheet prepared as at the thirty-first (31st) day of December immediately prior to the meeting and to elect new Council members and a Financial reviewer, and transact any other business that may legally be brought forward, such as Notices of Motions and Remits. 12.3. Each Full, Club, Corporate and Trade Member shall be entitled to nominate a member as a Council member. Such nominations must be in the hands of the Secretary fifteen (15) working days prior to the date set for the Annual General Meeting. 12.4. Notices of Motion or Remits must be in the hands of the Secretary thirty (30) working days prior to the date set for the Annual General Meeting. 13. SPECIAL GENERAL MEETINGS 13.1. A Special General Meeting may be convened at any time by virtue of a resolution of an Annual General Meeting or of the Council or upon a requisition signed by not less than five (5) members specifying the object thereof and shall be held as soon as possible after the passing of the resolution or of the receipt of such requisition by the Secretary but not later than twenty (20) working days thereafter. 14. WRITTEN RESOLUTION IN LIEU OF GENERAL MEETING 14.1. A written resolution may be passed in lieu of a General Meeting and is effective for the purposes of the Act if it is approved by 75% of members entitled to vote and voting on the matter 14.2. The procedure for written resolutions described in clause 14.1 is that set out in the Act. 15. COUNCIL MEETINGS 15.1. The Council shall meet as required at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chairperson or Secretary. 15.2. Notice of meetings of the Council shall be given in such manner and at such times as the Council shall determine, provided that the Secretary, or other Council member nominated by the Council, shall give to all Council members not less than five (5) Working Days’ notice of Council meetings, but in cases of urgency a shorter period of notice shall suffice. 15.3. At all Council meetings, five (5) members shall constitute a quorum. The Patron is not considered to be a Council member with respect to determining if meeting is quorate. 15.4. Unless otherwise stated in this Constitution, all Council decisions are made by ordinary resolution of the Council members present and entitled to vote on the matter. 15.5. At all Council meetings, the Chairperson and in his or her absence any other duly elected Council member shall take the chair and every elected Council Member shall be entitled on every motion to one (1) vote exercised in person and in the case of an equality of votes the Chairperson shall have a casting vote. Where motions are put to the Council by electronic means, all such motions must be minuted and ratified by the Council at its next meeting. Such motions require participation by at least five (5) Council Members. 15.6. A person may be removed from a Council meeting if more than 80% of those present agree they are not contributing to the purpose of the society or the intent of the meeting. 16. SUBSCRIPTIONS 16.1. The subscriptions payable by Members shall be determined at the Annual General Meeting and shall be due from 1st January following the Annual General Meeting payable in a manner prescribed by the Council. 16.2. Where for any reason whatsoever the rate of subscription fee is not fixed in respect to 10 COLFO 2025 Constitution the Financial Year, the rate for such Financial Year shall remain at the rate last fixed. 16.3. If after notification to any Member that their subscription is due that member fails to pay the subscription within three (3) months the Council shall have power to cancel that Member(s)' membership, but with power for the Council to reinstate the member on payment of the subscription due. Where a donation is made by a member in lieu of subscription then the Council shall set a minimum donation to qualify for membership. 17. TERMINATION OF MEMBERSHIP 17.1. Any Members whose subscriptions are unpaid after ninety (90) days of falling due shall on resolution of the Council have membership terminated. 17.2. Any Member, who, in the opinion of the Council has acted in contravention of the purposes of the COLFO made by resolution of the Council, be expelled or suspended from membership. 17.3. Any Member whose membership has been terminated in accordance with this Constitution may appeal such decision at the next General Meeting. 17.4. Any Member wishing to resign from COLFO must notify the Secretary in writing and unless such notice is given prior to the date of the Annual General Meeting for the then current year such Member shall be liable for the subscription for the financial year next following the Annual General Meeting. 18. AUDIT 18.1. The books and accounts of COLFO shall be reviewed each year by a Financial Reviewer appointed for that purpose by the Annual General Meeting in the manner provided for Election of Officers. 19. EXECUTION OF DOCUMENTS 19.1. Documents and instruments shall be binding on COLFO if executed pursuant to a resolution of the Council and signed under the name of COLFO by two (2) or more members of the Council. 20. CONTROL AND USE OF FUNDS 20.1. All moneys received by or on behalf of COLFO shall forthwith be paid to the credit of COLFO in such bank account as decided from time to time by the Council and all payments or withdrawals shall be authorised by the Secretary or the Treasurer and one other member of the Council or in the alternative any two (2) members of the Council. 20.2. No part of the income or property of COLFO shall be paid directly or indirectly to any members of COLFO but this provision shall not prevent reasonable payment to Members for services rendered 21. ALTERATIONS TO CONSTITUTION 21.1. This Constitution may be amended by a Notice of Motion at any General Meeting subject 11 COLFO 2025 Constitution to the following conditions: (a) Not less than twenty (20) working days' notice stating the proposed amendment to the Constitution shall be given to members entitled to vote. (b) The meeting may amend any such proposals. (c) No resolution of any such meeting shall affect any alteration to the Constitution unless it is carried by a majority of at least sixty seven percent (67% or 2/3rds) of the Members present at such meeting and entitled to vote. 21.2. Provided that no alteration, recission or amendment may be made to these rules which would in any way alter the charitable nature of the Council. 21.3. Alterations to the Constitution will take effect the year immediately following the General Meeting. 21.4. Every alteration to the Constitution must be in writing. 22. WIND UP 22.1. COLFO may be wound up, liquidated, or removed from the register in accordance with the process set out in Part 5 of the Act. 23. SURPLUS ASSETS 23.1. If the COLFO is liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member, and if any property remains after the settlement of the Society’s debts and liabilities, that property must be given or transferred to another not for profit organisation having similar purposes to COLFO. 24. COMMON SEAL 24.1. The common must be used whenever COLFO enters into a contract or uses or obtains any other legal documents. 25. DISPUTE RESOLUTION AND DISCIPLINE - MEANINGS OF DISPUTE 25.1. A dispute is a disagreement or conflict involving the COLFO and/or its Members in relation to specific allegations set out below. 25.2. A complaint is an expression of dissatisfaction with performance or outcomes. 25.3. The disagreement or conflict may be between any of the following persons— (a) 2 or more Members (b) 1 or more Members and COLFO (c) 1 or more Members and 1 or more Officers (d) 2 or more Officers (e) 1 or more Officers and COLFO (f) 1 or more Members or Officers and COLFO. 12 COLFO 2025 Constitution 25.4. The disagreement or conflict relates to any of the following allegations— (a) a Member or an Officer has engaged in misconduct (b) a Member or an Officer has breached, or is likely to breach, a duty under the Society's Constitution or bylaws or the Act (c) the Society has breached, or is likely to breach, a duty under the Constitution or bylaws or the Act (d) a Member's rights or interests as a Member have been damaged or Member's rights or interests generally have been damaged. 25.5. A Member or an Officer may make a complaint by giving to the Council (or a complaints sub-committee) a notice in writing that— (a) states that the Member or Officer is starting a procedure for resolving a dispute in accordance with COLFO’s Constitution; and (b) sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and (c) sets out any other information or allegations reasonably required by COLFO. 25.6. COLFO may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that— (a) states that COLFO is starting a procedure for resolving a dispute in accordance with COLFO’s Constitution; and (b) sets out the allegation to which the dispute relates. 25.7. The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response. 25.8. A complaint may be made in any other reasonable manner permitted by COLFO’s Constitution. 25.9. All Members and Officers are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Society's activities. 25.10. The complainant raising a dispute, and the Council, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement. 26. HOW COMPLAINT IS MADE 26.1. A Member or an Officer may make a complaint by giving to the Council (or a complaints sub-committee) a notice in writing that— (a) states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Constitution; and (b) sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and (c) sets out any other information reasonably required by the Council. 26.2. COLFO may make a complaint involving an allegation or allegations against a Member 13 COLFO 2025 Constitution or an Officer by giving to the Member or Officer a notice in writing that— (a) states that COLFO is starting a procedure for resolving a dispute in accordance with the Constitution; and (b) sets out the allegation to which the dispute relates. 26.3. The information given 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. 26.4. A complaint may be made in any other reasonable manner permitted by the Constitution. 27. PERSON WHO MAKES COMPLAINT HAS RIGHT TO BE HEARD 27.1. 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. 27.2. If COLFO makes a complaint— (a) COLFO has a right to be heard before the complaint is resolved or any outcome is determined; and (b) an Officer may exercise that right on behalf of COLFO. 27.3. Without limiting the manner in which the Member, Officer, or COLFO may be given the right to be heard, they must be taken to have been given the right if— (a) they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and (b) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and (c) an oral hearing (if any) is held before the decision maker; and (d) the Member’s, Officer’s, or COLFO’s written or verbal statement or submissions (if any) are considered by the decision maker. 28. PERSON WHO IS SUBJECT OF COMPLAINT HAS RIGHT TO BE HEARD 28.1. This clause applies if a complaint involves an allegation that a Member, an Officer, or COLFO (the ‘respondent’)— (a) has engaged in misconduct; or (b) has breached, or is likely to breach, a duty under the Constitution or bylaws or this Act; or (c) has damaged the rights or interests of a Member or the rights or interests of Members generally. 28.2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined. 28.3. If the respondent is COLFO, an Officer may exercise the right on behalf of the Society. 28.4. 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— (a) the respondent is fairly advised of all allegations concerning the respondent, with 14 COLFO 2025 Constitution sufficient details and time given to enable the respondent to prepare a response; and (b) the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and (c) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and (d) an oral hearing (if any) is held before the decision maker; and (e) the respondent’s written statement or submissions (if any) are considered by the decision maker. 29. INVESTIGATING AND DETERMINING A DISPUTE 29.1. COLFO 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. 29.2. Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act. 30. COLFO MAY DECIDE NOT TO PROCEED FURTHER WITH A COMPLAINT 30.1. Despite the ‘Investigating and determining dispute’ rule above, COLFO 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: (i) that a Member or an Officer has engaged in material misconduct: (ii) that a Member, an Officer, or COLFO has materially breached, or is likely to materially breach, a duty under the 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. 31. SOCIETY MAY REFER A COMPLAINT 31.1. COLFO may refer a complaint to— (a) a sub-committee or an external person to investigate and report; or (b) a sub-committee, an arbitral tribunal, or an external person to investigate and make a decision. 15 COLFO 2025 Constitution 31.2. COLFO 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 a tikanga-based practice). 32. DECISION MAKERS 32.1. A person may not act as a decision maker in relation to a complaint if 2 or more members of the Council or a complaints sub-committee 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. 33. BYLAWS 33.1. The Council from time to time may make and amend bylaws, and policies for the conduct and control of COLFO activities and codes of conduct applicable to Members. Bylaws, policies and codes of conduct made under this clause are binding in accordance with their terms, provided that 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. Member signatures: Signed.................................................... Name...................................................... Position................................................... Signed.................................................... Name...................................................... Position................................................... Signed.................................................... Name...................................................... Position................................................... ...