Rules of Incorporation


Previously known as: Top of the South Film Production Society

The Society

1. Name

1.1 The name of the society is TOP OF THE SOUTH FILMMAKERS INCORPORATED, (“the Society”) The Society is constituted by resolution dated 15 October 2015.

2. Registered Office

2.1 The registered Office of the Society is 20 D’arcy Street, Richmond, NELSON, or such other place as shall be determined from time to time.

3. Purpose of Society

3.1 Nurturing filmmaking excellence in the Top of the South.

3.2 Supporting the growth of the film industry in the Top of the South.

3.3 All incidental purposes.

3.4 Pecuniary gain is not a purpose of the Society.

4. Objects

The Society will achieve its purpose by such means as are appropriate including:
4.1 Connecting and networking filmmaking creatives to reach each other.

4.2 Sourcing employment and educational opportunities to upskill and promote members.

4.3 Showcasing filmmakers through Film Festivals.

4.4 Encouraging regional meetings for filmmakers to provide support opportunities.

4.5 Developing relationships with filmmaking organisations beyond our regions to promote the Society and the regions as filmmaking destinations.

4.6 Facilitating regional groups who are responsible for regional initiatives and film festivals.

4.7 Doing everything else that is reasonable or incidental.

Management of the Society

5. Executive Committee

5.1 The Society shall have an elected Management Executive Committee (“The Executive Committee”) and it shall make decisions as to the direction of the Society. The Executive Committee consists of the following Officers:
(a) President.
(b) Vice President.
(c) Secretary.
(d) Treasurer.
(e) A minimum of four committee members in addition to the Officers listed in (a) to (d).
(f) The Executive Committee shall strive to have an equal number of members representing the Marlborough and Nelson/Tasman regions (Regions).

5.2 Only members of the Society may be Executive Committee members.

6. Appointment of Executive Committee Members

6.1 The Members of the Executive committee shall be elected by the Society members at the Annual General Meeting of the Society each year.

6.2 No Executive Committee member shall hold more than one post of President or Vice President. The officers of Secretary and Treasurer may be combined if the Committee so determines.

6.3 The Executive Committee reserves the right to appoint or co-opt members as it may deem fit and necessary, provided that no more than four (4) co-opted members excluding Secretary, Treasurer are appointed in any one year.

6.4 Executive Committee members must be 18 years of age or older.

6.5 If any vacancy in the Committee shall arise the Committee shall have the power to fill that vacancy and the appointed Committee Member shall hold office until the next Annual General Meeting.

7. Cessation of Executive Committee Members

7.1 Persons cease to be Executive Committee members when:
(a) They resign by giving written notice to the Executive Committee.
(b) They are removed by majority vote of the Society at a Special General Meeting.

8. Role of the Executive Committee

8.1 The role of the Executive Committee is to:
(a) Carry out the purposes of the Society and use allocated money to do that.
(b) Administer, manage and control the Society including dealing with complaints.
(c) Manage the Society’s financial affairs, including reimbursements for members and approving the annual financial statements for presentation to the members at the AGM.
(d) Set Membership fees.
(e) Set accounting financial management policies in line with generally accepted accounting practices.
(f) Delegate responsibility and co-opt members where necessary.
(g) Ensure that all Society members adhere to the rules and code of conduct.

8.2 The Executive Committee has absolute authority to make decisions for the Society unless otherwise specified in this Constitution.

8.3 The Executive Committee will be responsible for accepting film festival entries in the Nelson Tasman Marlborough regions that have a strong significance and relevance to our regions.

9. Role of the Executive Committee Members

9.1 The President's role is to:
(a) Ensure the Rules & Codes of Conduct are followed.
(b) Co-ordinate the operation of the Society activities.
(c) Chair all society meetings and co-ordinate the proceedings of all meetings.
(d) Providing a report on the operation of the Society at AGM Meeting

9.2 Role of Vice President is to:
(a) Assist the President with responsibilities as needed.
(b) Carry out the duties of the President in the absence of the President
(c) Automatically assume the authority and duties of the President if they resign.
(d) Provide support, advice, guidance for committee members.
(e) Draft proposals as may be requested.

9.3 Role of the Secretary is to:
(a) Record the minutes of Meetings.
(b) Hold the Society’s digital records and backed up files of all Society
documentation except those required for the Treasurer.
(c) Provide members of the Executive Committee with information as may be requested.
(d) Issue notices of all meetings and conduct inward and outward correspondence.
(e) Maintain regular communications with the Executive Committee.
(f) Complete such other duties as the President or Vice President may determine from time to time.
(g) Keep the register of all members.
(h) Advise the Registrar of Incorporated Societies of any rule changes.

9.4 Role of the Treasurer is to:
(a) Manage the Society membership fees.
(b) Ensure all payments are authorised by the Executive Committee.
(c) Keep accurate accounts of the financial plans of the Society including full
details of receipts and expenditure.
(d) Promptly pay all accounts passed by the Executive Committee for payment.
(e) Submit to each Annual General Meeting a statement of accounts for the
financial year.

9.5 The foregoing roles are not exclusive and may include such other functions or duties as are appropriate to the office.

10. Executive Committee Meetings

10.1 Executive Committee Meetings may be held via video or telephone conference or other formats as the Executive Committee decides.

10.2 A quorum of five (5) is needed in person or via conference call (skype) for an Executive Committee Meeting with both regional representatives being present.

10.3 The Executive committee shall meet as and when it deems it necessary.

10.4 The President shall chair Executive Committee Meetings, or in their absence, the Vice President or the Executive Committee shall elect an Executive Committee Member to chair that meeting.

10.5 All decisions of the Executive Committee shall be by majority vote. In the event of an equal vote, the chair of the meeting shall have a casting vote (a second vote).

10.6 Only Executive Committee Members who are present at the Executive Committee Meeting have the authority to vote.

10.7 All Society Members have the right to be observers at Executive Committee meetings and are entitled to:
(a) Observe, listen and take notes during the meeting unless the meeting goes into an in camera (Exec. Comm. Members only) session.
(b) But will co-operate if asked to leave the meeting by the Chair under reasonable belief that the member’s behaviour is likely to prejudice the orderly conduct of the meeting.
(c) Request an item be added to the meeting agenda by emailing the secretary 2 weeks before the scheduled meeting.

11. Society Meetings

11.1 Society Meetings shall be either Annual General Meetings or Special General Meetings.

11.2 The Annual General Meeting shall be held no later than three months after the Society’s balance date, the place, date and time to be decided by the Executive Committee.

11.3 The Notice of Annual General Meeting and Agenda must be distributed to Members no less than four weeks before the agreed date of the meeting.

11.4 Special General Meetings may be called by the Executive Committee. The Executive Committee must call a Special General Meeting if a written request is received and signed by at least two-thirds of the Members.

11.5 The business of the Annual General Meeting shall be:
(a) Receiving any minutes of the previous Annual General Meeting.
(b) Receiving the President’s report on the business of the Society.
(c) Receiving the Treasurer’s report on the finances of the Society and the Annual Financial Statements.
(d) Election of Executive Committee members.
(e) Motions to be considered.
(f) General business.
(g) Membership subscriptions.

11.6 All members may attend and vote at Society Meetings.

11.7 In addition to this a member may be represented at a general meeting by proxy who shall be entitled to vote. A proxy must be a member and the notice of proxy signed by the absent member must be delivered to the secretary before the commencement of the meeting.

11.8 The quorum for Society Meetings shall be 15 Society members (present in person or by proxy).

11.9 The Secretary shall give all members at least 28 days’ notice of an upcoming AGM meeting and 14 days written notice of any other Society Meeting.

11.10 Society meetings can only be hosted by the President, Vice President or an elected Executive Committee member. Society members are welcome to assist them upon the approval of the host of that society meeting.

12. Membership Registration and Code of Conduct

12.1 Membership is open to any person, with a real and demonstrated interest in filmmaking or the filmmaking business and who is accepted upon receipt of the Membership fee and a signed membership registration form of rules & Code of Conduct as set by the Executive Committee.

12.2 Membership is open to any person with a real and demonstrated interest in filmmaking or the filmmaking business who has been approved by the Executive Committee as an incoming member. Membership is accepted upon receipt of the membership fee, a signed membership registration form accepting the Rules and Code of Conduct and upon the approval of the Executive Committee.

12.3 Membership entitles the holder to attend and vote at the Annual General Meeting and Special General Meetings. Members are eligible to be nominated and elected onto the Executive Committee.

12.4 Members agree to have their contact details kept in the Membership Register database and to keep their details current.

12.5 All members shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute.

12.6 Membership may be terminated if the Executive Committee is of the view that the Member is breaching the rules & code of conduct, bringing the Society into disrepute or is acting in a manner inconsistent with the purposes of the society.

12.7 Membership of the society shall cease once the member does not renew their annual membership.

12.8 Members agree to adhere to the Society’s Code of Conduct.

13. Termination of Membership

13.1 A Member whose status as a Member is being considered shall be entitled to a fair hearing before the Executive Committee.

13.2 The Executive Committee may terminate membership if the Executive Committee is of the view that the conduct of the member has been prejudicial to the Society or that the Member has acted in a manner that brings discredit to the Society or has breached the rules or Code of Conduct and that it is appropriate for membership to be terminated. A fair hearing shall take place.

13.3 Membership may be terminated upon the member failing to renew their annual membership within two months of being notified by the secretary that a membership renewal is required.

13.4 Termination of membership shall take effect upon delivery of a notice of termination to the member.

13.5 Any member wishing to resign must advise the Secretary by written notice or email.

14. Financial Management

14.1 The Society may only use the Society’s money and other assets if:
(a) It is for the purposes of the Society.
(b) That use has been approved by the Executive Committee or majority vote of the Society to pay the costs and expenses of furthering or carrying out its
objectives and for that purpose may employ/contract or otherwise engage such people as necessary.
(c) The use of such money or other assets is consistent with the obligations of Societies under the law.

14.2 The financial year for the Society begins on 01st April every year and ends on 31 March of the next year.

14.3 The Executive Committee will appoint an independent auditor on an annual basis at the executive committee discretion and no less than once every three years to produce a statement of income, expenditure, assets, and liabilities report of all the annual general accounts

14.4 Use of the Society’s Common Seal:
(a) The Common Seal shall only be used by the authority of the Executive
(b) Every document to which the Common Seal is affixed shall be signed by the President and countersigned by the Vice President or another Executive
Committee Member.

15. Top of the South Film Festival Management

15.1 The Top of the South Film Festival (“TSFF”) Director (“the Director”) shall be appointed by the Executive Committee for a 1-year term.
(a) The Director shall have overall responsibility for conducting successful TSFFs.
(b) The Director shall ensure that the reputation of the TSFF brand is upheld and not tarnished in any way as a result of the Director fulfilling or failing to fulfil any of his or her obligations under these Rules.
(c) The Director shall oversee the work of the Regional Managers and Regional Committees.
(d) The Director shall report to the Executive Committee.

15.2 Regional Committees and Regional Managers (for Film Festival Management):
(a) Members from a Region may form a Regional Committee under the auspices of the Director.
(b) The Regional Committee shall elect a Regional Manager to run the Committee.
(c) In the absence of a Regional Committee, or if a Committee is unable to elect a Regional Manager, the Director may appoint a Regional Manager.
(d) Regional Committees shall be composed of Society members/volunteers and only members may be appointed as Regional Managers.
(e) Regional Managers and Regional Committees shall have autonomy to run regional TSFFs within boundaries set by the Director.
(f) Regional Committees and/or Regional Managers shall be provided an annual allowance for TSFF operations.
(g) Regional Committees and Regional Managers report to the Director.

16. Branches of the Society

16.1 May be established in districts, Nelson/Tasman, Golden Bay, Marlborough, Kaikoura, Westcoast or sub-regions as determined by the Executive Committee.

16.2 These districts will be under the overall direction and authority of the Top of the South Filmmakers Executive Committee.

17. Altering the Rules

17.1 The Society may alter or replace these Rules at a Society General or Special Meeting by a resolution passed by two-thirds of those Members present and eligible for voting, of which 15 constitutes a quorum.

17.2 Any proposed motion to alter the Rules shall be notified to all Members at least 14 days before the Society Meeting at which the rule change is to be considered.

17.3 When a Rule change is approved by a Society Meeting, it does not take effect until the changes have been filed with the Registrar of incorporated Societies.

18. Winding Up

18.1 The Society shall not be wound up except by resolution of two-thirds of those present at a Special General Meeting called for that purpose.

18.2 In the event that the Society is wound up any monies or assets remaining after all liabilities are paid, shall not be distributed to members but shall become the property of a ‘not for profit’ organisation as determined by the outgoing Committee and all such distributions shall be in accordance with the law.

19. Notices

19.1 The Society may give notice to any Member by:
(a) Written notice to the Member’s last known address.
(b) Written notice handed to the Member personally.
(c) Email notice given to the Member’s last known email address.

19.2 It is the responsibility of Members to keep the Secretary updated by giving written notification of any changes of address.

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