OMSRS Constitution

1. Definitions

Act means the Charities Act 2005, and the Charities Amendment Act 2023.  

Annual General Meeting means an annual meeting of Members of the Society convened in accordance with this Constitution.  

Constitution means the rules in this document.  

Executive Committee means the Society’s governing body.  

Executive Committee Meeting means a meeting of the Society’s governing body.  

Meeting Secretary means the Officer that oversees the administrative duties such as correspondence with presenters and running of Scientific Meetings  

Member means a person who is a member of the Society.  

Officer means an office bearing member of the Executive Committee, either President, Vice President, Secretary, Treasurer, Convenor of the Editorial Panel, and Meeting Secretary.  

Secretary means the Officer that oversees administrative duties such as agendas, minutes and correspondence of the Executive Committee functions  

Special Resolution means a resolution approved by a majority vote of 75% of the Executive Committee. 

Society means the Otago Medical School Research Society.  

2. Te ingoa/Name

The Name of the Society shall be – 

The Otago Medical School Research Society 

3. Whāinga/Purpose

The purposes of the Society shall be – 

• To support Ōtākou Whakaihu Waka/University of Otago’s aspirations to advance education and deliver research that is globally significant and nationally transformative by providing a forum for the presenting and discussing medical and health-related research and scholarship; 

• To provide opportunity for Dunedin-based researchers from Ōtākou Whakaihu Waka/University of Otago to showcase their research by publishing an account of these meetings under the title: Proceedings of the University of Otago Medical School Research Society; 

• To identify, engage, and collaborate with organisations and committees with similar objectives; 

• To provide an opportunity for Dunedin-based early-career research staff and research students to develop the skills of presentation and discussion of their work. 

4. Membership

Membership of the Society shall consist of the Executive Committee (Item 6), Ordinary Members and Honorary Members. 

4.1 Ordinary Members: 

Ordinary Membership shall be awarded to any person currently engaged in medical, biomedical or health-related research, practice, teaching, or scholarship in connection with the University of Otago, Dunedin, and associated hospitals; or any person having a bona fide interest in furthering the objectives of the Society. 

4.2 Honorary Members: 

Past Presidents of the Society, the Vice Chancellor, Emeritus Professors who engaged in medical or health-related research, and other current and former members of the staff of the University of Otago as may be elected from time to time in Annual General Meetings.  

5. Pūtea/Financial arrangements 

The financial year shall commence on 1 January and end on 31 December. 

5.1 Indemnity:  

The President, Vice President, Secretary, Treasurer, Convenor of the Editorial Panel, Meeting Secretary, and other members of the Executive Committee shall be indemnified by the Society against any losses and expenses incurred by them in the discharge of their respective duties, except such as may result from their own wilful default or negligence. 

5.2 Private pecuniary profit 

No part of the income or other funds of the Society may be used for the private pecuniary profit of any member, trustee, person, persons or organisation associated with the Society, apart from usual professional, business, or trade charges in connection with services provided to the Society. 

Notwithstanding Item 10 hereafter, this Item may not be altered or amended in any way or rescinded other than with the approval of the Commissioner of Inland Revenue. 

6. Terunanga whakahaere/ Management of the Society 

The Society is governed by the Executive Committee.  

The Executive Committee shall comprise the Officers (Item 6.1), the Immediate Past President, and six (6) general committee members including a post-graduate student representative.  

General committee members will be nominated by the Executive Committee for election in the Annual General Meeting. Retiring Executive Committee members shall be eligible for re-election. The Executive Committee shall have the power to co-opt additional committee members as necessary. 

6.1 Officers 

Every Officer must be a natural person who: 

• Is a current member of the Society 

• Has consented in writing to be an Officer of the Society 

• Certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Society, and 

• A person who is not disqualified by section 36C of the Act.  

The Officers of the Society shall be members nominated by the Executive Committee for election in the Annual General Meeting to the following offices for a two-year term but may be eligible for re-election: President, Vice-President, Secretary, Treasurer, Convenor of the Editorial Panel, and Meeting Secretary.  

The President will normally retire from the position after completion of a two-year term and fulfil a further one or two-year term as Immediate Past President before stepping down from the Executive Committee. 

6.2 Decisions of the Executive Committee: 

Decisions of the Executive Committee shall, wherever possible, be made by consensus following open and respectful discussion. Where consensus cannot be reached, a decision shall be determined by a majority vote of members present at a duly convened meeting, with the President holding a casting vote if required. 

6.3 Removal of Executive Committee Members 

The Executive Committee may, by Special Resolution, remove any Member from the Executive Committee before the expiry of their term of office if the Executive Committee considers that Member has seriously breached duties under this Constitution or the Act, acted inconsistently with the values of the Society or is no longer suitable to be an Executive Committee Member. The Executive Committee Member who is the subject of the motion will not be counted for the purpose of reaching a quorum and will not participate in the vote on the motion.  

Before considering a motion for removal, the Executive Committee Member affected by the motion must be given:  

1.  notice that an Executive Committee meeting is to be held to discuss the motion to remove them and the basis for the motion 

1. adequate time to prepare a response 

1. the opportunity prior to the Executive Committee meeting to make written submissions; and  

1. the opportunity to be heard at the Executive Committee meeting.  

A person ceases to be an Executive Committee Member if:  

1. the person resigns by delivering a Notice of resignation to the Secretary 

1. the person is removed from office under this Constitution 

1. the person becomes disqualified from being an Executive Committee Member under section section 36C of the Act; or  

1. the person dies. 

6.4 Conflicts of interests for Executive Committee:  

A conflict of interest exists for an Executive Committee member if their interests or duty in a particular matter conflict, or might conflict, with his or her duty to the society. 

When a conflict of interest exists for an Executive Committee member, that member must declare the nature of the conflict or the potential conflict. The member must not take part in deliberations or proceedings including decision-making in relation to the conflict of interest. The member must not be counted in the quorum required for decision-making on the matter for which they have declared the conflict of interest. 

7. Meetings

7.1 Scientific meetings:  

The primary role of the Executive Committee is to organise up to five (5) scientific meetings per year for research students and staff to present their work. The number of scientific meetings held each year will be at the discretion of the Executive Committee. 

7.2 Executive Committee meetings:  

The Executive Committee shall meet as frequently as the President shall decide or on the requisition of five (5) members of the Executive Committee. A quorum shall be 50% of the Executive Committee members. 

7.3 Annual General Meetings:  

The Annual General Meeting shall be held before the last day of November in each year. 

The Annual General Meeting shall be held for the following purposes: 

• To receive from the Executive Committee a report and financial statements for the preceding financial year 

• To elect Officers of the Executive Committee in accordance with Item 6.  

• To review the Constitution of the Society to ensure that the Society is meeting the requirements of a charity, as outlined in the Act. 

• To transact such further business for which notice shall have been given in writing to the Secretary not less than seven (7) days before the date of the meeting, and any other matters which may be brought forward by the Executive Committee 

7.4 Special General Meetings: 

Special General Meetings may be called at the direction of the Executive Committee or by the requisition in writing of a quorum (50%) of the Executive Committee. Such request should clearly state the reasons for calling such a meeting. Due notice of such meeting must be sent to all members 14 days before the date of the meeting. No business shall be transacted at any Special General Meeting except that which shall be specified in the notice calling the meeting.  

7.5 Voting and quorum at Meetings: 

At every Annual General Meeting, or Special General Meeting, every member present shall be entitled to one vote. The President shall first decide upon a show of hands, but a ballot may be required if such is demanded by any five (5) members present. In the case of equality of votes the President shall have a deliberative as well as a casting vote. 

A quorum at an Annual General Meeting or Special General Meeting shall consist of ten (10) members or 50% of the Executive Committee.  

8. Editorial Panel

An Editorial Panel shall be appointed by the Convenor of the Editorial Panel, and approved by the Executive Committee. The Editorial Panel will work to select papers for presentation at Scientific Meetings of the Society and to edit the Proceedings. The Editorial Panel shall consist of at least eight (8) members of the Society, representing a range of Health Science and Science Division Departments and research expertise. 

8.1 Conflicts of interest for the editorial panel:  

If an editorial panel member has a research student under their supervision (including co-supervision) that has submitted an abstract, they will be required to declare their conflict of interest and not participate in the assessment or selection of abstracts. 

If an editorial panel member has submitted an abstract as an intended speaker for an upcoming meeting, the panel member will declare their conflict of interest to the Convenor and will not attend the selection meeting. 

9. Takawaenga/ Mediation and arbitration 

Disputes under this section relate to those defined under Section 38 of the Act, and in general refer to disagreements or conflicts between 2 or more internal parties of the Society. 

9.1 Submitting a complaint:  

A Member may submit a formal complaint by providing written notice to the Executive Committee, stating the initiation of a dispute resolution process, detailing the allegations, and identifying the involved parties.  

9.2 Addressing the complaint:  

Upon receipt, the complaint will be reviewed to determine its validity. The Executive Committee may refer it to a subcommittee or an external party for investigation and decision-making. This process must ensure impartiality and fairness.  

9.3 Timelines for resolution:  

The Society must investigate and resolve the dispute as soon as reasonably practicable, ensuring that processes are fair, efficient, and effective. 

10. Constitutional amendments

Alterations in the Constitution of the Society which have been notified to the members in writing may be made by the Society in the Annual General Meeting with a two thirds majority of those present and entitled to vote provided that any such alternatives are in accordance with the purposes of the Society as stated in Item 3. Furthermore, no addition to or alteration or revision of the Rules shall be approved if it affects Item 11 hereafter.  

The Society will review its governance procedures every year, as per required by the Act. 

11. Winding Up

In the event of winding up or dissolution of the Society all funds, assets and property of the Society shall be handed over to the University of Otago for the purpose of funding undergraduate medical and health-related student summer research scholarships at the University of Otago, Dunedin.