(1) This Act may be cited as the Royal Society of New Zealand Act 1997.

(2) This Act comes into force on the 28th day after the date on which it receives the Royal assent.

In this Act, unless the context otherwise requires,—

(1) There continues to be a Society called the Royal Society of New Zealand.

(2) The Society continues to be a body corporate with perpetual succession and a common seal.

(3) The Society is declared to be the same body as the body of that name existing immediately before the commencement of this Act under the Royal Society of New Zealand Act 1965.

The Governor-General is, during his or her pleasure, the Honorary Patron of the Society.

The object of the Society is the advancement and promotion in New Zealand of science, technology, and the humanities.

For the purpose of the advancement and promotion in New Zealand of science, technology, and the humanities, the functions of the Society are—

• (a) to foster in the New Zealand community a culture that supports science, technology, and the humanities, including (without limitation)—

  • (i) the promotion of public awareness, knowledge, and understanding of science, technology, and the humanities; and

  • (ii) the advancement of science and technology education:

• (b) to encourage, promote, and recognise excellence in science, technology, and the humanities:

• (c) to provide infrastructure and other support for the professional needs and development of scientists, technologists, and humanities scholars:

• (d) to establish and administer for members a code of professional standards and ethics in science, technology, and the humanities:

• (e) to provide expert advice on important public issues to the Government and the community:

• (f) to do all other lawful things that the Council considers conducive to the advancement and promotion in New Zealand of science, technology, and the humanities.

For the purposes of pursuing its object and carrying out its functions, the Society has full rights, powers, and privileges.

(1) The income and property of the Society must be applied solely towards the object of the Society, and (except as otherwise provided in this Act) no portion of the income and property of the Society may be paid directly or indirectly by way of dividend, bonus, or otherwise to members.

(2) This section does not prevent—

• (a) the payment of remuneration to employees of the Society or members in return for services rendered or goods supplied; or

• (b) the repayment of money borrowed or the payment of interest on money borrowed; or

• (c) the payment of expenses incurred in the performance of office; or

• (d) the grant of awards or prizes for—

  • (i) achievement in research in science, technology, or the humanities; or

  • (ii) the advancement or promotion of science, technology, and the humanities in New Zealand.

The membership of the Society consists of the following:

• (a) Fellows:

• (b) Ordinary Members:

• (c) Companions:

• (d) Constituent Organisations:

• (e) Regional Constituent Organisations:

• (f) Affiliate Organisations that are members in accordance with section 15(2):

• (g) Honorary Members:

• (h) Honorary Fellows.

(1) The Academy Executive Committee may from time to time, in accordance with the Academy bylaws, elect as a Fellow any person who in the opinion of the Academy Executive Committee has achieved distinction in research or the advancement of science, technology, or the humanities.

(2) The number of Fellows is limited to such number as is agreed from time to time between the Academy Executive Committee and the Council.

(3) A Fellow is entitled to use, in connection with his or her name, either—

• (a) the letters “FRSNZ”, which stand for Fellow of the Royal Society of New Zealand; or

• (b) such other letters or title as is agreed from time to time between the Academy Executive Committee and the Council.

(1) The Council may from time to time, in accordance with the rules, admit as an Ordinary Member any person who is able and willing to subscribe to the object of the Society.

(2) Subject to subsection (3), an Ordinary Member is entitled to use, in connection with his or her name, either—

• (a) the letters “MRSNZ”, which stand for Member of the Royal Society of New Zealand; or

• (b) such other letters or title as is decided from time to time by the Council.

(3) An Ordinary Member is entitled to use the letters “MRSNZ” if—

• (a) the professional qualifications and the experience of that member are recognised by the Council; and

• (b) where the Council requires the payment of any fee as a prerequisite to the use or continued use of those letters, the member has paid any such fee.

(1) The Council may from time to time elect, as a Companion, any person who, in the opinion of the Council has—

• (a) shown outstanding leadership in science, technology, or the humanities; or

• (b) made eminent or sustained contributions to the promotion and advancement in New Zealand of science, technology, or the humanities.

(2) A Companion is entitled to use, in connection with his or her name, either—

• (a) the letters “CRSNZ”, which stand for Companion of the Royal Society of New Zealand; or

• (b) such other letters or title as is decided from time to time by the Council.

The Council may from time to time, in accordance with the rules, declare any organisation to be a Constituent Organisation if—

• (a) that organisation declares itself to be able and willing to subscribe to the object of the Society; and

• (b) the object or objects of the organisation are consistent with the object of the Society.

(1) The Council may from time to time, in accordance with the rules, declare any organisation to be a Regional Constituent Organisation if—

• (a) that organisation declares itself to be able and willing to subscribe to the object of the Society; and

• (b) that organisation agrees to represent the Society on a regional basis; and

• (c) the object or objects of that organisation are consistent with the object of the Society.

(2) If any committee is appointed under section 28(3) and is deemed to be a Regional Constituent Organisation, that organisation must comply with the requirements of subsection (1).

(1) The Council may from time to time, in its absolute discretion, grant the status of Affiliate Organisation to any organisation that is able and willing to subscribe to the object of the Society.

(2) The Council may from time to time, in its absolute discretion, admit any Affiliate Organisation as a member of the Society.

(3) The Council may from time to time, in its absolute discretion,—

• (a) revoke any organisation’s status as an Affiliate Organisation:

• (b) revoke any Affiliate Organisation’s membership of the Society.

(1) The Council may, from time to time, grant Honorary Membership of the Society to any Ordinary Member who, in the opinion of the Council, has rendered eminent service to science, technology, or the humanities, or to the Society.

(2) Honorary Members are not required to pay any levies to the Society.

(1) The Academy Executive Committee may, from time to time, in accordance with the Academy bylaws, admit as an Honorary Fellow any person who—

• (a) is not normally resident in New Zealand; and

• (b) has, in the opinion of the Academy Executive Committee, rendered eminent service to science, technology, or the humanities.

(2) A person who is admitted as an Honorary Fellow—

• (a) is not required to pay any levies to the Society; and

• (b) is not entitled to vote in respect of any matters before the Academy Executive Committee or the Society or to hold office in the Academy Executive Committee or the Society.

(1) The Council may, at any time, in accordance with the rules, revoke a person’s or an organisation’s membership of the Society if—

• (a) that person or organisation has not adhered to the code of professional standards and ethics; or

• (b) that person or organisation has acted in a manner that is inconsistent with the Society’s object or functions as set out in sections 5 and 6.

(2) The Council may at any time, in accordance with the Academy bylaws and on the recommendation of the Academy Executive Committee, revoke the fellowship or honorary fellowship of a person.

(1) The Council must maintain, at the office of the Royal Society of New Zealand, a register of the names of all members and of those members who are entitled to use, in connection with their name, the letters “MRSNZ”, “CRSNZ”, or “FRSNZ”.

(2) The Council must from time to time cause the register to be published in such form as it thinks fit.

(3) Without limiting the generality of subsection (2),—

• (a) any register published pursuant to that subsection may be in a printed or an electronic form; and

• (b) any information included in such a register may be abbreviated.

(4) All members are entitled, free of charge, to inspect the register during the Society’s normal office hours.

(5) The Council may charge any member who wishes to purchase a copy of the register (or any part of the register) such fee (if any) as is set by the Council in respect of the matter.

(1) There is a Council of the Society, called the Council of the Royal Society of New Zealand.

(2) The Council consists of—

• (a) the President; and

• (b) the Councillors elected or appointed or co-opted in accordance with this Act and the rules.

(1) The Council may from time to time establish 1 or more Electoral Colleges to enable the election of Councillors.

(2) The Council may alter the number, names, and composition of Electoral Colleges.

(1) Each Electoral College is entitled to elect 1 Councillor.

(2) An Electoral College may elect more than 1 Councillor if the Council so determines.

(3) Every election of a Councillor or Councillors by an Electoral College must be conducted by the Council in accordance with the rules.

(4) No person may hold office as an elected Councillor for more than 6 consecutive years.

(5) [Repealed]

(1) The Regional Constituent Organisations are, between them, entitled to appoint 1 Councillor.

(2) In determining who should be appointed under subsection (1), each Regional Constituent Organisation has 1 vote and the matter is determined by a majority of votes cast by postal ballot or, at the option of the Council, by ballot conducted by electronic means.

(3) If there is an equality of votes between candidates under subsection (2) and the addition of 1 vote would entitle any of those candidates to be elected, the Chief Executive Officer of the Society appointed under clause 1 of the Schedule must determine by lot which candidate is to be appointed.

(4) The appointed representative of the Regional Constituent Organisations is appointed for a term of 3 years.

(1) Subject to subsection (2), the Council may, from time to time, co-opt up to 3 members to be Councillors to the Council.

(2) The Council may co-opt members under subsection (1) if, in the opinion of the Council, it is necessary to do so having regard to the desirability of—

• (a) giving effect to the principles of the Treaty of Waitangi:

• (b) giving effect to the principle of equal opportunity for Maori, ethnic or minority groups, women, and people with disabilities:

• (c) providing representation for different geographic areas of New Zealand:

• (d) providing representation for different areas of science, technology, and the humanities not otherwise represented on the Council.

(3) A person who holds office as a co-opted Councillor holds office until the elected Councillors next vacate office following elections to the Council.

(1) As soon as practicable after each election of Councillors, the Council must choose a person to be the President of the Society.

(2) The Council must choose the President by—

• (a) electing one of the Councillors; or

• (b) appointing a suitable person (whether a member or not).

(3) No person may hold office as the President for more than 3 consecutive years.

(1) The Council has the control and management of the Society, and of all property for the time being vested in the Society, and generally must act for and on behalf of the Society.

(2) Without limiting the generality of subsection (1), the Council may,—

• (a) subject to the provisions of this Act and to the terms of any trust or endowment, dispose in such manner as the Council thinks fit of any grants, devises, bequests, or any gifts of books, specimens, equipment, or real property, made to the Society:

• (b) for the purpose of providing funds to advance the object of the Society, levy members in accordance with the rules:

• (c) spend any funds of the Society, not appropriated or held in trust for any special purpose, to advance the object of the Society:

• (d) in the name and on behalf of the Society,—

  • (i) enter into contracts for the provision of services relevant to the object of the Society:

  • (ii) borrow, raise, or secure the payment or repayment of money in such manner as the Council thinks fit.

Subject to the rules, the Council must regulate its own procedure.

(1) The Council may from time to time appoint 1 or more committees comprising such persons as the Council thinks fit, whether or not they are members.

(2) The Council may at any time discharge, alter, or reconstitute any committee.

(3) The Council may from time to time appoint 1 or more committees to represent the Society within a regional area and may deem any such committee to be a Regional Constituent Organisation for the purpose of appointing Councillors under section 23 or for any other purpose under this Act relating to Regional Constituent Organisations.

(1) The Council may, from time to time, refer to any committee of the Council any matter for consideration or inquiry or management or regulation.

(2) The Council may, from time to time, by written notice, delegate to any such committee any function, power, or duty of the Council, except this power of delegation.

(3) Any committee may exercise or perform any function, power, or duty of the Council delegated to it under this section in the same manner as if the committee were the Council.

(4) Every delegation under this section is revocable by the Council at will, and no such delegation prevents the exercise or performance of the function, power, or duty by the Council.

(5) Every committee purporting to act under any delegation under this section is, until the contrary is proved, presumed to be acting in accordance with the terms of the delegation.

(1) Any Councillor may at any time resign his or her office by giving notice to that effect to the Society.

(2) A Councillor is to be treated as having vacated his or her office if the Councillor dies.

(3) Any Councillor may be removed from office by written notice, on the grounds of a mental or physical condition affecting the performance of duty, or for neglect of duty or misconduct, proved to the satisfaction of the Council.

(4) If a person ceases to be a Councillor in accordance with any of subsections (1) to (3) then,—

• (a) subject to any rules, the vacancy so created may be filled by appointment or election to the vacant office in the sole discretion of the Council; and

• (b) the person so appointed or elected to fill the vacancy holds office for the residue of the term for which the person’s predecessor was appointed or elected.

(5) The Council, in its sole discretion, may defer the election or appointment of a Councillor to fill a vacancy if an election of a Councillor or Councillors is to occur within 6 months after the vacancy occurs.

(6) The powers of the Council are not affected by any vacancy in its membership.

(1) The President may at any time resign his or her office by giving notice to that effect to the Society.

(2) The President is to be treated as having vacated his or her office if the President dies.

(3) The President may be removed from office by written notice, on the grounds of a mental or physical condition affecting the performance of duty, or for neglect of duty or misconduct, proved to the satisfaction of the Council.

(4) If a person ceases to be the President in accordance with any of subsections (1) to (3) then,—

• (a) subject to any rules, the vacancy so created must be filled by the Council in accordance with section 25; and

• (b) the person chosen to fill the vacancy holds office as President for the residue of the term for which the person’s predecessor held office as President.

(5) The powers of the Council are not affected by any vacancy in the presidency.

(1) Subject to this Act, the Council may from time to time, by resolution passed in accordance with this section, make rules for—

• (a) the regulation, management, and advantage of the Society and its property, and for furthering the object of the Society:

• (b) governing the admission and expulsion of members of the Society:

• (c) governing the procedure for the nomination, election, and appointment of Councillors:

• (d) such other purposes as may be necessary or expedient for duly carrying out the work of the Council or of any committee of the Council.

(2) Any such rules may from time to time be amended or revoked by resolution passed in accordance with this section.

(3) Notice of any motion which proposes the making, amending, or revoking of any rules must be forwarded to every Councillor and the President at least 30 clear days before the meeting at which the motion is to be considered.

(1) All members are entitled to request a copy of the rules from the Society.

(2) The rules of the Society must also be available for inspection by any member at the offices of the Royal Society of New Zealand during normal office hours.

(1) The Council must issue for members a code of professional standards and ethics in science, technology, and the humanities.

(2) The Council may from time to time issue amendments to a code of professional standards and ethics issued under subsection (1).

(3) The Council must make the code of professional standards and ethics, and any amendments to it, publicly available.

(1) Neither the President nor the Councillors are personally liable for any act or default done or made by the Society, the Council, or any officer or employee of the Society, in good faith in the course of the operations of the Society.

(2) Except when otherwise expressly provided in this Act, membership of the Society does not of itself impose on the members any liability in respect of any contract, debt, or other obligation made or incurred by the Society.

The provisions set out in the Schedule apply to the Society and the Council.

(1) There is a council of the Society called the Academy Executive Committee.

(2) The object of the Academy Executive Committee is to contribute to the achievement of the object of the Society.

(3) Without limiting the generality of subsection (2), the Academy Executive Committee shall—

• (a) recognise and encourage excellence and outstanding achievements in each of the areas of science, technology, and the humanities; and

• (b) contribute to the intellectual leadership role of the Society.

(4) Subject to this Act, to the rules, and any Academy bylaws, the Academy Executive Committee may regulate its procedure in such manner as it thinks fit.

The Academy Executive Committee consists of those Fellows who are, for the time being, elected to the Academy Executive Committee in accordance with the Academy bylaws, or if there are no such Academy bylaws in such manner as the Council thinks fit.

(1) The Academy Executive Committee may from time to time, in accordance with this section, make bylaws for—

• (a) the regulation, management, and advantage of the Academy Executive Committee, and for furthering the object of the Academy Executive Committee:

• (b) governing the procedure for the nomination, election, admission, and expulsion of Fellows:

• (c) governing the procedure for the election of the Academy Executive Committee and Academy Executive Committee officers:

• (d) such other purposes as may be necessary or expedient for duly carrying out the work of the Academy Executive Committee—

and may, from time to time, amend or revoke such bylaws.

(2) Without limiting the generality of subsection (1), the Academy bylaws may—

• (a) impose, or provide for the imposition of, a levy on Fellows, for the purpose of providing funds to advance the objects of the Academy Executive Committee, which levy may be in addition to any levy imposed under section 26(2)(b):

• (b) provide for the appointment of Honorary Fellows:

• (c) provide for the grant of awards, medals, and prizes to persons who, in the opinion of the Academy Executive Committee, are worthy of them by reason of any research, investigation, or other work in the area of science, technology, or the humanities.

(3) An Academy bylaw does not come into force until it has been approved,—

• (a) at a postal ballot of the Fellows held in accordance with the Academy bylaws; or

• (b) if there are no relevant Academy bylaws, in such manner as the Council thinks fit.

(4) An Academy bylaw is approved under subsection (3)(a) if, and only if, a majority of not less than two-thirds of the valid votes cast in the ballot favour the bylaw.

(5) Subsections (3) and (4) apply in relation to any amendment or revocation of any Academy bylaw.

(6) In the event that there is any conflict between the rules and the Academy bylaws, the rules prevail.

The Royal Society of New Zealand Act 1965 is repealed.

This Act is a private Act.

(1) Every person who, immediately before the commencement of this Act, is a Fellow or an Honorary Member of the Society pursuant to the Royal Society of New Zealand Act 1965 is, on the commencement of this Act, deemed to be a Fellow or an Honorary Fellow, as the case may be, of the Society.

(2) [Repealed]

(3) Every person who, immediately before the commencement of this Act, was an officer or employee of the Society pursuant to the Royal Society of New Zealand Act 1965 is, on the commencement of this Act, deemed to be an officer or employee of the Society and is not entitled to any payment or other benefit for redundancy or otherwise.

(1) Every person who, immediately before the commencement of the Royal Society of New Zealand Amendment Act 2012, is an elected Councillor under section 22 may hold office as an elected Councillor for a maximum of 6 consecutive years, starting from the most recent date that the person assumed office before the commencement of that Act.

(2) Every person who, immediately before the commencement of the Royal Society of New Zealand Amendment Act 2012, is an appointed Councillor under section 23 is deemed to have been appointed for a term of 3 years.

(3) The code of professional standards and ethics issued under section 34 that is in force immediately before the commencement of the Royal Society of New Zealand Amendment Act 2012 continues in force and applies to members of the Society as if references to science and technology were a reference to science, technology, and the humanities.