Constitution of Watercolour New Zealand Incorporated

1. Name


The name of the society shall be Watercolour New Zealand Incorporated (hereafter called "the Society") and shall be incorporated under the provisions of the Incorporated Societies Act 2022.

2. Objectives


The objectives for which the Society is established are charitable and include:
  1. To educate and promote public appreciation of watercolour painting throughout New Zealand by organizing exhibitions, instructional courses, workshops, and public events.
  2. To foster, support, and advance the interests of individual watercolour artists, both emerging and established, by providing opportunities for professional development, exposure, mentorship, and artistic exchange.
  3. To build community and connection among artists and the public by facilitating inclusive, educational, and social events accessible to all.
  4. To preserve and promote the tradition and evolving practice of watercolour painting as a significant and valued art form within New Zealand’s cultural landscape.

3. Powers


The Society has the following powers:
  1. To purchase or lease or otherwise acquire premises as a site for the promotion of the art of watercolour.
  2. To construct, maintain, alter, add to or re-erect a gallery or other building for the Society’s use.
  3. To purchase or acquire watercolour paintings, materials, fittings and furniture for any gallery, building, or premises used by the Society.
  4. To sell or otherwise dispose of any freehold or leasehold property of the Society.
  5. To accept donations, gifts or bequests of money or works of art, subject to any lawful conditions imposed by the donor or testator.
  6. To accept loans of works of art on agreed terms.
  7. To sell, exchange, or otherwise dispose of works of art belonging to the Society.
  8. To collaborate with any organisation or body that shares similar objectives.
  9. To take such steps as may be necessary to achieve the goals and objectives of the Society.

4. Membership

4.1 Classes of membership

  1. Honorary Life Member: Conferred on individuals for outstanding service to the Society or the art of watercolour in New Zealand.
  2. Honorary Member: Conferred on professionals providing services without charge or representatives of sponsors.
  3. Corporate Member: A business that has purchased a corporate sponsorship package.
  4. Member: Any individual who applies and pays the annual subscription.

4.2 Admission

Membership applications must be submitted in writing with the annual subscription and lodged with the Treasurer or Secretary, who will confirm acceptance.

4.3 Termination

Membership ends by:

  1. Written resignation to the Treasurer or Secretary;
  2. A Committee decision for non-payment or conduct detrimental to the Society, with notice in writing.

4.4 Rights of Membership

Only Individual Members, Honorary Members and Honorary Life Members may:

  1. Submit work for exhibitions (subject to rules)
  2. Vote at general meetings.

5. Amendments

Amendments to this Constitution can only be made at an AGM or SGM if:

  1. A proposal is submitted in writing by one financial member and seconded by another, 28 days prior.
  2. The proposed amendment is included in the meeting agenda.
  3. A majority of financial members present vote in favour.
  4. Any changes to the charitable objects, personal benefit clause, or winding-up clause must receive IRD approval.

6. General Meetings


6.1 Annual General Meeting (AGM)

  1. The AGM must be held by 31 March each year at a time and place determined by the Committee.
  2. Elections for officers take place at the AGM. Only financial members are eligible for nomination and election.

6.2 Special General Meetings (SGM)


  1. An SGM may be called by the Committee at any time.
  2. The Committee must call an SGM within 28 days of receiving a written request signed by at least ten members stating the purpose of the meeting.
  3. At least 14 days' written notice must be given to all members, specifying the time, place, and business of the meeting.

6.3 Quorum and Voting at General Meetings


  1. Twelve financial members form a quorum whether:
    Present in person at the meeting;
    Participating by audio or audiovisual link;
    Or by a combination of both.
  2. If a quorum is not present within 25 minutes of the start time, the meeting shall be dissolved.
  3. The President, or in their absence a Vice President, chairs the meeting. If neither is present, members shall elect a chair.
  4. Each financial member has one vote. Decisions are made by majority vote. The chair has a casting vote.
  5. Proxy votes may be submitted in writing to the Secretary at least two clear days prior to the meeting.

7. Officers

  1. The officers are: Patron, President, at least one Vice President, Secretary, Treasurer, and six or more Committee Members
  2. Vacancies are filled by Committee appointment.
  3. The Committee may co-opt members.
  4. Officers must act in good faith, with care and in the Society’s best interests.

8. Personal Benefit

Officers and Members may be reimbursed for reasonable expenses incurred on the organisations behalf and may be paid for professional services so long as the payments are reasonable and are not more than would be paid for such services in a. normal commercial transaction. The treasurer will be paid an annual honorarium


9. Committee Meetings

  1. The Committee comprises the President, Vice Presidents, Secretary, Treasurer, and Committee members.
  2. The President alone, or any two of the Committee, may call a Committee meeting at any time, to be held in person, or by audio, or audiovisual link.
  3. A notice of meeting with agenda shall be given not less than two clear days before the time appointed for such meeting.
  4. The President, or in the absence of the President, one of the Vice Presidents shall take the Chair at all meetings of the Committee.
  5. The quorum for a Committee meeting shall be six.
  6. Each member of the Committee, except the Chairperson has one vote and the decisions shall be by the majority of votes. In the case of an equality of votes the Chair shall have the casting vote.
  7. A member of the Committee may resign at any time by giving notice in writing to the Secretary.
  8. If any member of the Committee shall, without leave of absence granted by the Committee, be absent from meetings for a period of three consecutive meetings, the Committee may declare the position vacant and that member shall thereafter cease to be a member of the Committee.

10. Committee Powers

  1. Committee manages the Society.
  2. Cannot purchase/lease land, borrow money, or issue bonds without member approval at a general meeting.
  3. Investment decisions require a majority Committee vote.

11. Management Committee

  1. The Management Committee (if appointed by the Committee) shall be responsible for and have control over the funds of the Society and may open such bank accounts as deemed necessary for this purpose.
  2. The Management Committee shall appoint three authorising officers who shall be the President, the Treasurer and one other member of the Committee. Payments on the Society’s accounts shall be approved by two of these authorising signing officers.
  3. The Management Committee shall have power to invest such surplus funds held as reserves or otherwise, with any savings bank or in such investments as may be approved for trustee investment.
  4. The Treasurer may operate an internet bank account and make payments to bank accounts approved by the Society. A list of approved accounts shall be authorised by the Management Committee, and each transaction shall be separately approved by the authorising officers appointed above.

12. Bank Account

  1. All funds must be deposited in a Society account.
  2. The Management Committee shall appoint three authorising officers who shall be the President, the Treasurer and one other member of the Committee. Payments on the Society’s accounts shall be approved by two of these authorising signing officers.
  3. Withdrawals must only be made by any two authorised Committee members.

13. Accounts and Finances

  1. Adequate and regular accounting must be maintained.
  2. Treasurer presents reports to each Committee meeting:
    Receipts and payments;
    Investments and balances.
  3. Financial year ends 31 December.

14. Winding Up

Upon dissolution, any surplus assets shall be distributed to a New Zealand charitable organisation with similar objects and IRD approval obtained. A winding-up resolution requires 30 days ’notice and a vote at a general meeting.


15. Dispute Resolution

15.1 What Constitutes a Dispute

A dispute exists when a member or officer alleges misconduct, breach of the Constitution, or damage to rights or interests.

15.2 Making a Complaint

The complainant must:
  1. Submit written or emailed notice to the Committee.
  2. State that the member or officer is starting a procedure for resolving a dispute in accordance with the constitution.
  3. Specify the allegation and who it concerns.
  4. Set out any other information reasonably required by the committee.
  5. Include sufficient detail for a fair response.
The Committee must:
  1. Notify in writing, receipt of the complaint to the respondent.
  2. Ensure confidentiality;
  3. Make recommendations for future prevention.

15.3 Rights of Parties

The complainant must:
  1. Complainants and respondents have a right to be heard.
  2. May submit written statements or attend a hearing.
  3. Must be informed in writing of the final decision.

15.4 Investigation

  1. The Committee will investigate properly and promptly.
  2. May refer the complaint to a subcommittee or external party.

16. Review of Financial Statements

  1. A suitably qualified, independent reviewer shall review the Society’s annual financial statements.
  2. The reviewer must not be a committee member.
  3. The Committee must provide all necessary access and information to the reviewer.

Adopted by unanimous resolution at a Special General Meeting held on 5 October 2025