Basketball Operations Manual - Basketball New Zealand

Constitution of National Basketball League Limited
1 Preliminary
1.1 Definitions
In this Constitution, unless the context otherwise requires: “Act” means the Companies Act
1993; and where expressions used in this constitution are defined in the Act they shall have
the same meaning when used in this constitution. “Company” means NATIONAL BASKET-
BALL LEAGUE LIMITED “Existing Franchisees” means ten legal entities that will operate
the following teams in the 2005–2007 League Playing Seasons as identified and approved by
the CEO of Basketball New Zealand:
• Harbour Heat • Manawatu Jets
• Auckland Stars • Wellington Saints
• Waikato Pistons • Nelson Giants
• Taranaki Mountain Airs • Canterbury Rams
• Hawks Bay Hawks • Otago Nuggets
“Franchise Agreement” means a Franchise Agreement in the form approved from time to
time by Basketball New Zealand and entered into or intended to be entered into between the
Company and a Franchisee; and which contains provisions:
(i) for payment by a Franchisee of a periodic franchise fee;
(ii) for restrictions on the assignment by a Franchisee of a franchise;
(iii) incorporating by reference the rules of the operation of the League;
(iv) for the use by Franchisee of a standard form of player contract provided by Basketball
New Zealand;
(v) for the formation of a Franchise Council which shall be a meeting able to be attended by
a delegate of each current Franchisee; for its functions;
(vi) for the obligations of a Franchisee to the Company and of the Company to a Franchisee.
“Franchisee” means a Franchisee of the Company and who is party to a Franchise Agreement;
and expressly includes the Existing Franchisees; “League” means the Men’s National
Basketball League Competition; “League Playing Season” means the period in a calendar year
in which any company sanctioned pre-season tournament and official competition games
(including play-offs and finals) are played between League teams; “Shareholder” and “Basketball
New Zealand” means Basketball New Zealand Inc, the national sports organisation for
basketball incorporated under the Incorporated Societies Act.
The Act
1.2 The Company, the Board, each director and each shareholder have the rights, powers,
duties and obligations set out in the Act except to the extent that they are negated or
modified by this Constitution, in accordance with the Act.
Alteration of this Constitution
1.3 No part of this constitution may be rescinded or altered or a new rule added, except in
accordance with a Special Resolution.
1.4 No addition or alteration to the non-profit provisions (clauses 2.1 and 2.2), director’s
remuneration provisions (clause 10.1), and winding up clause (clause 12.1) shall be approved
without the written approval of the Inland Revenue Department.
1.5 The provisions of Rules 1.3 and 1.4 shall not be removed from this constitution and shall
be included and implied in any document replacing this document.
20 2007 NBL Operations and Rules Manual