Constitution

East Bay of Plenty Chamber of Commerce and Industry Incorporated

 

INTRODUCTORY RULES

1. Name
   • The name of the Society is East Bay of Plenty EBOP Chamber of Commerce & Industry Incorporated (in these Rules referred to as the ‘EBOP Chamber’).

 

2. Definitions
   • In these Rules, unless the context requires otherwise, the following words and phrases have the following meanings:

 

‘Act’ means the Incorporated Societies Act 1908 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

 

‘Annual General Meeting’ means a meeting of the Members of the EBOP Chamber held once per year which, among other things, will receive and consider reports on the EBOP Chamber’s activities and finances.

 

‘Appointed Board Members’ are Board Members appointed by the Board in accordance with these Rules.

 

‘Associated Person’ means a person who:

• may obtain a financial benefit from any matter being dealt with by any Member (as a Board Member, or in any General Meeting, or otherwise for the EBOP Chamber) where that person is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of that Member
• may have a financial interest in a person to whom any matter being dealt with by any Member (as a Board Member, or in any General Meeting, or otherwise for the EBOP Chamber) relates
• is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom any matter being dealt with by any Member (as a Board Member, or in any General Meeting, or otherwise for the EBOP Chamber) relates
• may be interested in the matter because the EBOP Chamber’s constitution so provides.

 

but no such Member shall be deemed to have any such interest:

• merely because that Member receives an indemnity, insurance cover, remuneration, or other benefits authorised under this Act; or
• if that Member’s interest is the same or substantially the same as the benefit or interest of all or most other members of the EBOP Chamber due to the membership of those members; or
• if that Member’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence that Member in carrying out that Member’s responsibilities under this Act or the EBOP Chamber’s constitution; or
• if that Member is an officer of a union and that Member’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.

 

‘Chair’ means the Board Member responsible for, among other things, overseeing the governance and operations of the EBOP Chamber and chairing General Meetings.

 

‘Clear Days’ means complete days, excluding the first and last named days (for instance, excluding the date a Notice of meeting is posted or sent to Members and the date of the meeting).

 

‘Board’ means the EBOP Chamber’s governing body.

 

‘Board Member’ means a member of the Board, including the Chair, Secretary and Treasurer.

 

‘Corporate Body’ includes (but is not limited to) incorporated societies, companies incorporated under the Companies Act 1993, charitable trusts incorporated under the Charitable Trusts Act 1957, and a city, district or regional council.

 

‘Deputy Chair’ means the Board Member elected or appointed to deputise in the absence of the Chair.

 

‘Elected Board Members’ are Board Members elected in accordance with these Rules.

 

‘Election Year’ means every second year with the first Election Year being 2021.

 

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the EBOP Chamber.

 

‘Matter’ means (a) the EBOP Chamber’s performance of its activities or exercise of its powers; or (b) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the EBOP Chamber.

 

‘Member’ means a person properly admitted to the EBOP Chamber who has not ceased to be a member of the EBOP Chamber.

 

‘Notice’ to Members includes any notice given by post, courier or email; and the failure for any reason of any Member to receive such Notice or information shall not invalidate any meeting or its proceedings or any election.

 

‘Register of Interests’ means the register of interests of Board Members kept under these Rules.

 

‘Register of Members’ means the register of Members kept under these Rules.

 

‘Rules’ means the rules in this document.

 

‘Secretary’ means the Board Member responsible for, among other things, keeping the Register of Members, the Register of Interests, and recording the minutes of General Meetings and Board meetings.

 

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

 

‘Treasurer’ means the Board Member responsible for, among other things, overseeing the finances of the EBOP Chamber.

 

 

3. Purposes
   • The primary purposes of the EBOP Chamber are to:
     1. Work with businesses and agencies by providing leadership, advocacy, networking and support services to contribute to economic and social growth for the Eastern Bay of Plenty.
     2. Undertake any activities necessary or helpful to the above purposes.

 

• The EBOP Chamber must not operate for the purpose of, or with the effect of:
  1. any Member of the EBOP Chamber deriving any personal financial gain from membership of the EBOP Chamber, other than as may be permitted by law, or
  2. returning all or part of the surplus generated by the EBOP Chamber’s operations to Members, in money or in kind, or
  3. conferring any kind of ownership in the EBOP Chamber’s assets on Members

 

but the EBOP Chamber will not operate for the financial gain of Members simply if the EBOP Chamber:

1. engages in trade,
2. for matters that are incidental to the purposes of the EBOP Chamber, pays a Member of the EBOP Chamber that is a Corporate Body that is not, or are the trustees of a trust that are not, carried on for the private pecuniary profit of any individual,
3. reimburses a Member for reasonable expenses legitimately incurred on behalf of the EBOP Chamber or while pursuing the EBOP Chamber’s purposes,
4. provides benefits to members of the public or of a class of the public and those persons include Members or their families,
5. pays a Member a salary or wages or other payments for services to the EBOP Chamber on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms),
6. pays any Member interest at no more than current commercial rates on loans made by that Member to the EBOP Chamber, or
7. provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the EBOP Chamber.

 

• No Member, or Associated Person, is allowed to take part in, or influence any decision made by the EBOP Chamber in respect of payments to, or on behalf of, the Member or Associated Person of any income, benefit, or advantage.

 

• Any payments made to a Member or Associated Person must be for goods and services that advance the charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties.

 

4. Act and Regulations
   • Nothing in this Constitution authorises the EBOP Chamber to do anything which contravenes or is inconsistent with the Statute, any regulations made under the Statute, or any other legislation.

 

5. Registered office
   • The Registered Office of the EBOP Chamber shall be at such place in New Zealand as the Board from time to time determines, and changes to the Registered Office shall immediately be notified to the Registrar of Incorporated Societies in a form and as required by the Statute.

 

6. Power to borrow money
   • The EBOP Chamber has the power to borrow money.

 

7. Other powers
   • In addition to its statutory powers, the EBOP Chamber:
     1. may use its funds to pay the costs and expenses to advance or carry out its purposes, and to employ or contract with such people as may be appropriate, and
     2. may invest in any investment in which a trustee may lawfully invest.

 

MEMBERS

8. Minimum number of members
   • The EBOP Chamber shall maintain the minimum number of Members required by the Act.

 

 

9. Types of members
   • The classes of membership and the method by which Members are admitted to different classes of membership are as follows:

 

Member: A Member is an individual or a Corporate Body admitted to membership under these Rules and who or which has not ceased to be a Member.

Life Member: A Life Member is a person who is acknowledged as a longstanding member of the EBOP Chamber who has made a substantial contribution to the achievement of the purposes of the EBOP Chamber, elected as a Life Member by resolution of a General Meeting passed by a simple majority of those Members present and voting. A Life Member shall have all the rights and privileges of a Member and shall be subject to all the same duties as a Member except those of paying subscriptions.

 

10. Becoming a member: consent
    • Every applicant for membership must consent in writing to becoming a Member.

 

11. Becoming a member: process
    • An applicant for membership must complete an application form and supply any other information required by the Board.

 

• The Board may interview the applicant as part of the application process.

 

• The Board will have complete discretion in deciding to grant membership to applicants. The Board must advise the applicant of its decision and that decision will be final. The Board is not required to provide reasons for that decision.

 

12. Obligations and rights
    • Every Member shall provide the EBOP Chamber with that Member’s name and contact details (including postal address, telephone number(s), and any email address) and promptly advise the EBOP Chamber of any changes to those details.

 

• Membership does not confer on any Member any right, title, or interest (legal or equitable) in the property of the EBOP Chamber.

 

13. Other obligations and rights
    • All Members (including Board Members) shall promote the interests and purposes of the EBOP Chamber and shall do nothing to bring the EBOP Chamber into disrepute.

 

• A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the EBOP Chamber’s premises, facilities, equipment and other property) if all subscriptions and any other fees have been paid to the EBOP Chamber by due date, but no Member or Life Member is liable for an obligation of the EBOP Chamber by reason only of being a Member.

 

• Any Member that is a Corporate Body shall provide the Secretary with the name and contact details of the person who is the organisation’s authorised representative, and that person shall be deemed to be the organisation’s proxy for the purposes of voting at General Meetings.

 

• The Board may decide what access or use Members may have of or to any premises, facilities, equipment or other property owned, occupied or otherwise used by the EBOP Chamber, including any conditions of and fees for such access or use.

 

14. Subscriptions and fees
    • The annual subscription and any other fees for membership shall be set by the Board.

 

• Annuval subscriptions shall cover a 12 month period from the anniversary date of joining.

 

• Any Member failing to pay the annual subscription (including any periodic payment), any levy, or any capitation fees, within 1 calendar month(s) of the date the same was due for payment shall be considered as unfinancial and shall (without being released from the obligation of payment) have no membership rights and shall not be entitled to participate in any EBOP Chamber activity or to access or use the EBOP Chamber’s premises, facilities, equipment and other property until all the arrears are paid. If such arrears are not paid within 2 months of the due date for payment of the subscription, any other fees, or levy the Board may terminate the Member’s membership (without being required to give prior notice to that Member).

 

15. Ceasing to be a member
    • A Member ceases to be a Member:
      1. on death, or if a Corporate Body on liquidation or if a partnership on dissolution of the partnership, or
      2. by resignation from that Member’s class of membership by notice to the Secretary, or
      3. on termination of a Member’s membership following a dispute resolution process under these Rules.

 

with effect from the death of the Member (or liquidation as the case may be) or the date of receipt by the Secretary, or any subsequent date stated in the notice of resignation, or termination of membership following a dispute resolution process under these Rules.

 

16. Obligations on resignation
    • A Member who resigns or whose membership is terminated under these Rules:
      1. remains liable to pay all subscriptions and other fees to the EBOP Chamber’s next balance date,
      2. shall cease to hold himself or herself out as a Member of the EBOP Chamber, and
      3. shall return to the EBOP Chamber all material provided to Members by the EBOP Chamber (including any membership certificate, badges, handbooks and manuals).
      4. shall cease to be entitled to any of the rights of a EBOP Chamber Member.

 

17. Becoming a member again
    • Any former Member may apply for re-admission in the manner prescribed for new applicants, and may be re-admitted only by resolution of the Board.

 

• However, if a former Member’s membership was terminated following a dispute resolution process, the applicant may be re-admitted only by a General Meeting on the recommendation of the Board.

 

GENERAL MEETINGS

18. Annual General Meetings
    • An Annual General Meeting shall be held once a year on a date and at a location determined by the Board and consistent with any requirements in the Act, and the Rules relating to the procedure to be followed at General Meetings shall apply.

 

19. Annual General Meetings: business
    • The business of an Annual General Meeting shall be to:
      1. confirm the minutes of previous EBOP Chamber Meeting(s),
      2. adopt the annual report on EBOP Chamber business,
      3. adopt the Treasurer’s report on the finances of the EBOP Chamber, and the annual financial statements,
      4. consider any motions,
      5. consider any general business.

 

• The Board must, at each Annual General Meeting, present the following information:
  1. an annual report on the affairs of the EBOP Chamber during the most recently completed accounting period,
  2. the annual financial statements for that period, and
  3. notice of any disclosures of conflicts of interest made by Board Members during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).

 

20. Procedure
    • The Board shall give all Members at least 15 Clear Days’ Notice of any General Meeting and of the business to be conducted at that General Meeting.

 

• The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice.

 

 

• All financial Members may attend, speak and vote at General Meetings:
  1. in person, or
  2. by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, or
  3. through the authorised representative of a Corporate Body as notified to the Secretary, and
  4. No other proxy voting shall be permitted.

 

21. No General Meeting may be held unless at least 15 eligible financial Members attend. This will constitute a quorum.

 

22. If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the Chair of the EBOP Chamber, and if at such adjourned meeting a quorum is not present those present in person or by proxy shall be deemed to constitute a sufficient quorum. Any decisions made when a quorum is not present are not valid.

 

• General Meetings may be held at one or more venues using any real-time audio, audio and visual, or electronic communication that gives each member a reasonable opportunity to participate.

 

• All General Meetings shall be chaired by the Chair. If the Chair is absent, the Deputy or Vice Chair shall chair that meeting. If the Deputy Vice Chair is also absent, the Board will elect a Board Member to chair that meeting.

 

• Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.

 

• Any person chairing a General Meeting may:
  1. With the consent of any that General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

1. Direct that any person not entitled to be present at the Meeting, obstructing the business of the Meeting, behaving in a disorderly manner, being abusive, or failing to abide by the directions of the chairperson be removed from the Meeting, and

 

1. In the absence of a quorum or in the case of emergency, adjourn the Meeting or declare it closed.

 

• Any Member may request that a motion be added to the business of a General Meeting by giving written notice to the EBOP Chamber at least 10 clear days before that meeting.

 

• The Board will decide whether the motion will be included in the business of the General Meeting. However, if the motion is signed by at least a quarter of all Members it must be included in the agenda of the General Meeting.

 

• The Board may put forward motions for the EBOP Chamber to vote on (‘Board Motions’), which shall be notified to Members with the notice of the General Meeting.

 

23. Minutes
    • Minutes must be kept by the Secretary of all General Meetings.

 

BOARD

24. Composition
    • The Board will consist of no less than four (4) and no more than ten (10) Board Members who are:
      1. Members; and
      2. natural persons; and
      3. not disqualified by these Rules or the Act.

 

• If at any time there are less than four (4) Board Members, the remaining Board Members shall be entitled to act until the number of Board Members is restored to the minimum number and no act or decision of the Board shall be in question on such account.

 

• The Board will include:
  1. a Chair,
  2. a Deputy Chair,
  3. a Secretary and a Treasurer, who may be the same person, and
  4. other Board Members.

 

25. Qualifications
    • Prior to election or appointment, every Board Member must consent in writing to be a Board Member and certify in writing that they are not disqualified from being appointed or holding office as a Board Member by these Rules or the Act.

 

• The following persons are disqualified from being appointed or holding office as a Board Member:
  1. a person who is under 16 years of age,
  2. a person who is an undischarged bankrupt,
  3. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993,
  4. a person who is disqualified from being a member of the Board of a charitable entity under section 31(4)(b) of the Charities Act 2005,
  5. a person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years:

1. an offence under subpart 6 of Part 4,
2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961),

• an offence under section 143B of the Tax Administration Act 1994,

1. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (i) to (iii),
2. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere,
   1. a person subject to:
3. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003; or
4. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009; or

• a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.

 

26. Election or appointment
    • The Board shall consist of:
      1. The Immediate Past Chair, who shall hold this position until such time as the incumbent Chair resigns from office, or the Immediate Chair resigns from the Board,
      2. A maximum of seven (7) Elected Board Members, and
      3. Appointed Board Members.

 

• Each Election Year, at least one calendar month before the date of the Annual General Meeting, there will be a call for nominations for Board Members. Nominations must be received by the EBOP Chamber at least fourteen Clear Days before the date of the Annual General Meeting in that year.

 

• Each candidate will be proposed and seconded in writing by Members.

 

• If more than seven nominations are received for the positions of Elected Board Members, an election shall be conducted as follows:

 

1. At least seven Clear Days before the date of the Annual General Meeting, the Secretary shall give Notice to all Members by posting or emailing to them at the Secretary’s discretion such information as may be supplied to the Secretary by or on behalf of each nominee, in support of the nomination.

 

1. Only financial Members who are not disqualified from being appointed or holding office as a Board Member by these Rules or the Act may stand for election and vote in elections.

 

1. Votes shall be cast in such a manner as the chairperson of the Annual General Meeting shall determine.

 

1. Two Members (who are not nominees) or non-Members appointed by the chairperson of the Annual General Meeting shall act as scrutineers for the counting of the votes and destruction of any voting papers.

 

1. The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.

 

1. In the event of any vote being tied the tie shall be resolved by the incoming Board (excluding those in respect of whom the votes are tied).

 

• If seven or less nominations are received for the positions of Elected Board Members, the motion to approve those nominees as Elected Board Members will be added to the Annual General Meeting.

 

• At the first Board Meeting after the Annual General Meeting in which the Elected Board Members are elected or approved (as the case may be), and at any other meeting, the Board may, by Special Resolution, appoint further Board Members provided that the total number of Board Members does not exceed ten (10) Board Members. No Appointed Board Members shall take part in an appointment procedure in which they are available for appointment.

 

• In selecting a Board Member for appointment as an Appointed Board Member, the Board must take reasonable steps to ensure there is a balance of experience, skills, sector representation, location representation and diversity on the Board.

 

27. Election of Officers
    • The Board shall elect a Chair, Deputy Chair, Secretary and a Treasurer who shall also be Board Members at the first Board Meeting after the Annual General Meeting, and at any other time when either position becomes vacant.

 

28. Term
    • The term of office for all elected Board Members shall be two years, expiring at the end of the Annual General Meeting each Election Year.

 

• Appointed Board Members will hold office until the end of the Annual General Meeting of the next Election Year.

 

 

29. Removal
    • Where a complaint is made about the actions or inaction of a Board Member (and not in the Board Member’s capacity as a Member of the EBOP Chamber) the following steps shall be taken:
      1. The Board Member who is the subject of the complaint, must be advised of the details of the complaint.

 

1. The Board Member who is the subject of the complaint, must be given adequate time to prepare a response.

 

1. The complainant and the Board Member who is the subject of the complaint, must be given an adequate opportunity to be heard, either in writing or at an oral hearing by the Board (excluding the Board Member who is the subject of the complaint) if it considers that an oral hearing is required.

 

1. Any oral hearing shall be held by the Board (excluding the Board Member who is the subject of the complaint), and/or any oral or written statement or submissions shall be considered by the Board (excluding the Board Member who is the subject of the complaint).

 

1. If the complaint is upheld the Board Member may be removed from the Board by a resolution of the Board or of a General Meeting, in either case passed by a two-thirds majority of those present and voting.

 

• Any Board Member who fails to attend or offer an apology acceptable to the Board for three consecutive meetings will, at the discretion of the Board, cease to be a Board Member.

 

30. Cessation of Board membership
    • A Board Member shall be deemed to have ceased to be a Board Member if that person ceases to be a Member or the Corporate Body they represent resigns as a Member.

 

• Each Board Member shall within 7 Clear Days of submitting a resignation or ceasing to hold office, deliver to the Secretary all books, papers and other property of the EBOP Chamber held by such former Board Member.

 

31. Functions
    • From the end of each Annual General Meeting until the end of the next, the EBOP Chamber shall be governed by the Board, which shall be accountable to the Members for the advancement of the EBOP Chamber’s purposes and the implementation of resolutions approved by any General Meeting.

 

32. Officers' duties Mandatory
    • At all times each Board Member:
      1. shall act in good faith and in what he or she believes to be the best interests of the EBOP Chamber,
      2. must exercise all powers for a proper purpose,
      3. must not act, or agree to the EBOP Chamber acting, in a manner that contravenes the Statute or this Constitution,
      4. when exercising powers or performing duties as a Board Member, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation, the nature of the EBOP Chamber, the nature of the decision, and the position of the Board Member and the nature of the responsibilities undertaken by him or her,
      5. must not agree to the activities of the EBOP Chamber being carried on in a manner likely to create a substantial risk of serious loss to the EBOP Chamber or to the EBOP Chamber’s creditors, or cause or allow the activities of the EBOP Chamber to be carried on in a manner likely to create a substantial risk of serious loss to the EBOP Chamber or to the EBOP Chamber’s creditors, and
      6. must not agree to the EBOP Chamber incurring an obligation unless he or she believes at that time on reasonable grounds that the EBOP Chamber will be able to perform the obligation when it is required to do so.

 

33. Powers
    • Subject to these Rules and any resolution of any General Meeting the Board may:
      1. exercise all the EBOP Chamber's powers, other than those required by the Act or by these Rules to be exercised by the EBOP Chamber in General Meeting, and
      2. enter into contracts on behalf of the EBOP Chamber or delegate such power to a Board Member, sub-Board, employee, or other person.

 

34. Sub-Boards
    • The Board may appoint sub-Boards consisting of such persons (whether or not Members of the EBOP Chamber) and for such purposes as it thinks fit. Unless otherwise resolved by the Board:
      1. the quorum of every sub-Board is half the members of the sub-Board,
      2. no sub-Board shall have power to co-opt additional members,
      3. a sub-Board must not commit the EBOP Chamber to any financial expenditure without express authority, and
      4. a sub-Board must not further delegate any of its powers.

 

35. General issues
    • The Board and any sub-Board may act by resolution approved in the course of a telephone conference call or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Board meeting.

 

• Other than as prescribed by the Act or these Rules, the Board or any sub-Board may regulate its proceedings as it thinks fit.

 

• Subject to the Act, these Rules and the resolutions of General Meetings, the decisions of the Board on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.

 

 

 

36. Conflicts of interest
    • A member of the Board and/or of a sub-Board is interested in a matter if the member of the Board and/or sub-Board:
      1. may obtain a financial benefit from the matter; or
      2. is the spouse, civil union partner, de facto partner, child, parent, grandparent, grandchild, or first cousin of a person who may obtain a financial benefit from the matter; or
      3. may have a financial interest in a person to whom the matter relates; or
      4. is a partner, director, member of the Board and/or sub-Board, board member, or trustee of a person who may have a financial interest in a person to whom the matter relates.

 

• However, a member of the Board and/or sub-Board is not interested in a matter—
  1. merely because the member of the Board and/or sub-Board receives an indemnity, insurance cover, remuneration, or other benefits authorised under the Act; or
  2. if the member of the Board’s and/or sub-Board’s interest is the same or substantially the same as the benefit or interest of all or most other Members due to the membership of those Members; or
  3. if the member of the Board’s and/or sub-Board’s interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the member of the Board in carrying out the member of the Board’s and/or sub-Board’s responsibilities under the Act or the Rules; or
  4. if the member of the Board and/or sub-Board is a member of the Board of a union and the member of the Board’s and/or sub-Board’s interest is merely as an employee that will benefit from the union acting in the ordinary course of promoting its members’ collective employment interests.

 

• A member of the Board and/or sub-Board who is interested in a matter relating to the EBOP Chamber must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—
  1. to the Board and/or sub-Board; and
  2. in an interests register kept by the Board.

 

• Disclosure must be made as soon as practicable after the member of the Board and/or sub-Board becomes aware that they are interested in the matter.

 

• A member of the Board and/or sub-Board who is interested in a matter—
  1. must not vote or take part in the decision of the Board and/or sub-Board relating to the matter; and
  2. must not sign any document relating to the entry into a transaction or the initiation of the matter; but
  3. may take part in any discussion of the Board and/or sub-Board relating to the matter and be present at the time of the decision of the Board and/or sub-Board (unless the Board and/or sub-Board decides otherwise).

 

However a member of the Board and/or sub-Board who is prevented from voting on a matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered.

 

• Where 50 per cent or more of Board Members are prevented from voting on a matter because they are interested in that matter, a Special General Meeting must be called to consider and determine the matter, unless all non-interested members agree otherwise, and where 50 per cent or more of the members of a sub-Board are prevented from voting on a matter because they are interested in that matter, the Board shall consider and determine the matter.

 

BOARD MEETINGS

37. Frequency
    • The Board shall meet at least quarterly at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Chair or Secretary.

 

38. Procedure
    • The quorum for Board meetings is at least half the number of Board Members.

 

• Any person chairing a Board Meeting has a deliberative and, in the event of a tied vote, a casting vote.

 

RECORDS

39. Register of members
    • The Secretary shall keep an up-to-date Register of Members, recording for each Member their name, contact details, the date they became a Member, and any other information required by these Rules or prescribed by Regulations under the Act.

 

40. Contents of Register of members
    • The information contained in the Register of Members shall include each Member’s:
      1. postal address
      2. phone number (landline and/or mobile)
      3. email address (if any)
      4. the date the Member became a Member,
      5. occupation, and
      6. whether the Member is financial or unfinancial

 

• Every Member shall promptly advise the Secretary of any change of their contact details.

 

41. Access to Register of members
    • With reasonable notice and at reasonable times, the Secretary shall make the Register of Members available for inspection by Members and Board Members. However, no access will be given to information on the Register of Members to Members or any other person, other than as required by law.

 

42. Register of interests
    • The Secretary shall at all times maintain an up-to-date register of the interests disclosed by Board Members.

 

FINANCES

43. Control and management
    • The funds and property of the EBOP Chamber shall be:
      1. controlled, invested and disposed of by the Board, subject to these Rules, and
      2. devoted solely to the promotion of the purposes of the EBOP Chamber.

 

44. Balance date
    • The EBOP Chamber's financial year shall commence on 1st April of each year and end on 31st March (the latter date being the EBOP Chamber’s balance date).

 

45. Appointing an Auditor or Reviewer
    • Provided the Annual Financial Statements have been prepared by a Chartered Accountant, who is not a member of the Board, there is no requirement to appoint an auditor or reviewer, unless:
      1. Required by motion to put to the Annual General Meeting by the Members in accordance with these Rules.
      2. Required by motion to put to the Annual General Meeting by the Board.

 

• If the Annual General Meeting resolves by majority to vote to appoint someone to audit or review the accounts of the Chamber, the auditor or reviewer shall audit the EBOP Chamber’s accounts, and certify them as correct.

 

• The auditor or reviewer must be a member of Chartered Accountants Australia and New Zealand.

 

• If the Chamber appoints an auditor or reviewer who is, for some reason, unable to carry out the auditing role, the Board will appoint another auditor or reviewer as a replacement.

DISPUTE RESOLUTION

46. Raising disputes
    • Any grievance by a Member, and any complaint by anyone, is to be lodged by the complainant with the Secretary in writing and must provide such details as are necessary to identify the details of the grievance or complaint. All Members (including the Board) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the EBOP Chamber’s activities.

 

• The complainant raising a grievance or complaint, and the Board, must consider and discuss whether a grievance or complaint may best be resolved through informal discussions, mediation or arbitration. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

WINDING UP

47. Process
    • The EBOP Chamber may be wound up, or liquidated, or removed from the Register of Incorporated Societies in accordance with the provisions of the Act.

 

• The Secretary shall give Notice to all Members of the proposed motion to wind up the EBOP Chamber, or remove it from the Register of Incorporated Societies and of the General Meeting at which any such proposal is to be considered, of the reasons for the proposal, and of any recommendations from the Board in respect to such notice of motion.

 

• Any resolution to wind up the EBOP Chamber or remove it from the Register of Incorporated Societies must be passed by a two-thirds majority of all Members present and voting.

 

48. Surplus assets
    • If the EBOP Chamber is wound up, or liquidated, or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.

 

• On the winding up or liquidation or removal from the Register of Incorporated Societies of the EBOP Chamber, its surplus assets after payment of all debts, costs and liabilities shall be vested in such charitable organisation within New Zealand as the Board decides, or if the Board is unable to make such decision, shall be disposed of in accordance with the directions of the High Court pursuant to section 27 of the Charitable Trust Act 1957.

 

ALTERATIONS TO THE RULES

49. Amending these Rules
    • The EBOP Chamber may amend or replace these Rules at a General Meeting by a resolution passed by a two-thirds of majority of those Members present and voting.

 

• No addition to or alteration or recission of these Rules will be approved if it affects the not-for-profit, personal benefit or winding up clauses. The provisions and effect of this clause will be retained in any Rules replacing or amending these Rules.

 

• At least 7 Clear Days before the General Meeting at which any amendment is to be considered the Secretary shall give to all Members notice of the proposed motion, the reasons for the proposal, and any recommendations the Board has.

 

• When an amendment is approved by a General Meeting it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.

 

OTHER

50. Common seal
    • The common seal of the EBOP Chamber must be kept in the custody of the person nominated by the Board.

 

• The common seal may be affixed to any document:
  1. by resolution of the Board, and must be countersigned by one Board Member and any one of the Chair, Vice Chair or the Treasurer.
  2. by such other means as the Board may resolve from time to time.

 

51. Contact person
    • The EBOP Chamber’s Contact Officer must be:
      1. At least 18 years of age, and
      2. At all times be resident in New Zealand, and
      3. Not disqualified under the Statute from holding that office

and shall be appointed by the Board.

• Any change in that Contact Officer or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 25 Clear Days of that change occuring, or the EBOP Chamber becoming aware of the change.

 

52. Bylaws
    • The Board from time to time may make and amend bylaws, and policies for the conduct and control of EBOP Chamber activities and codes of conduct applicable to Members, but no such bylaws, policies or codes of conduct applicable to Members shall be inconsistent with the Act, regulations made under the Act, or these Rules.