Constitution of NZ GEN ECONOMICS NETWORK Incorporated as at 16 May 2013
Our Purpose, Aims and Powers
1. Name of Society and Registered Office
1.1 The name of the Society is NZ GEN ECONOMICS NETWORK Incorporated, referred to as ‘the Society’.
1.2 In this Constitution, the words ‘Society’ and ‘we’ are used interchangeably. The words ‘us’ and ‘our’ also refer to ‘the Society’.
1.3 The Society’s registered office shall be at a location decided by the Board.
2. Our purpose
2.1 The Society was first incorporated 16 May 2013.
2.2 Our operations and conduct are governed by (in order of precedence): The Incorporated Societies Act 1908 and/or the Incorporated Societies Act which supersedes the 1908 Act, Charities Act 2005, Health and Safety In Employment Act 2015, other relevant New Zealand legislation, then the Society’s Constitution (AKA Rules), Society’s policies made by the Board and/or by the Society in meeting, and any other by-laws that we, the Society and the Board, or the Board alone, may proscribe.
2.3 The Board shall decide on any matter not covered in this Constitution.
3. Our vision and aims
3.1 GEN’s vision is excellent government policy supported by robust economic analysis and advice. GEN achieves this by:
3.1.1 strengthening economic capability and professional development of public sector economists and non-economists
3.1.2 building connections between economists across the private, public and academic sectors
3.1.3 facilitating debate and discussion on economic and public policy research
3.1.4 doing anything else that helps us to achieve the above vision and aims.
3.1.5 do anything else that helps us to achieve the above aims.
3.2. Without taking away from these main aims, our secondary aims are to:
3.2.1 make policies and bylaws that help to achieve our main aims
3.2.2 agree to act as a Trustee for any person or business with similar interests and aims to ours.
4. Our powers
4.1 To further or carry out our aims, we will (as we think desirable):
4.1.1 use our funds to pay costs
4.1.2 employ people
4.1.3 purchase (lease or, hire), exchange, or sell or lease out property, rights or privileges
4.1.4 borrow or raise money by debenture, bonds, mortgage or other means, with or without security. However, we shall use that borrowing power only if members have resolved to use it by special resolution.
4.2 We shall only spend money to further our purposes under law. We shall not allow any member to gain financially from how we spend money. This provision comes before any other provision in this Constitution.
5. Promoting the Society
5.1 Every member shall promote our aims, interests and work. No member shall do anything to harm our reputation.
5.2 Every member shall keep our business confidential and will not disclose our business to any person who is not a Society member.
5.3 All members shall comply with this Constitution and all Policies and By-laws of the society published on our website.
6. Applying for admission as a member
6.1 We have members in our Society.
6.2 The Board will publish an application form and/or email one to applicants who wish to become a member. Applicants will provide all information the Board requests of them. The Board will use the current policies to consider all applications and to help them decide which applicant or applicants to admit as members.
6.3 The Board shall make the decision on whether or not to admit an applicant as a member and will let the applicant know its decision via email no later than ten (10) working days after the decision is made.
6.4 Members have full voting rights.
6.5 At its sole discretion the Board may confer Life membership on a member who has completed not less than five (5) years as an active member of the Society and who in the opinion of the Board has made an outstanding contribution to the Society. Life members shall be exempt from further subscription payments and fees and shall have all the rights and privileges of a financial member.
7. Subscriptions and fees
7.1 The Board shall set the subscription fee that members must pay each year. The Board will set this fee before the start of each calendar year. The fee may be set at zero at the Board’s discretion.
7.2 A member will be considered Nonfinancial if they do not pay their any fees or subscriptions owing within three calendar months of the date of being invoiced for their payment. Nonfinancial status does not nullify their obligation to pay their debts to the society.
7.3 Only financial members shall receive the relevant benefits of belonging to the Society including exercising the benefit of voting in all elections and referenda.
7.4 Members may pay a one-off joining fee or an annual subscription, or whatever financial payment is set by the Board at time of joining or subsequently offered by the Board to members who joined before this Constitution was adopted.
8. Membership resignation, termination, and re-admission
8.1 A member may resign their status with us by giving thirty (30) days’ written notice to our Board. That resignation will take effect thirty (30) days after we receive the notice. The resigning member will still have to pay any unpaid subscriptions, levies and other fees to the end of our then financial year.
8.2 If a member’s contact details change, the member will email updated contacts details to the Secretary. A failure to do this may result in the termination of membership as maintaining an up to date Member Register is a legal requirement for societies.
8.3 In certain circumstances, the Board may declare (from the date of that declaration or such date as may be specified) that a member is no longer a member of the Society. Those circumstances are if that member:
8.3.1 ceases to be eligible to be a member
8.3.2 breaches our Constitution or Rules, or acts in a way that harms our reputation
8.3.3 is convicted of an indictable offence or offence for which they may be imprisoned
8.4 Following from Subsection 8.3 above, the Board must inquire about the specific circumstances and give the member the right to be heard on the matter.
8.5 If the matter is not resolved in favour of the member, the Board may write a letter to that member that:
8.5.1 set outs how the member has failed to comply with our Constitution and/or Rules or failed in their other duties as members.
8.5.2 invites the member to retire within a specified time.
8.6 If the member chooses not to retire, the Board may recommend to the membership that the member be expelled. The member has the right to be heard which means a written statement for members to read and consider. Members can expel a member by ordinary resolution.
8.7 Once expelled, a member will still need to pay any unpaid subscriptions and other fees owing to the Society to the end of our then financial year.
8.8 Any former member may re-apply for membership. They will need to re-apply as if they were a new applicant. The Board will decide on whether to re-admit the former member unless that applicant’s membership or association was terminated under Subsection 8.3 of this Constitution. If this was the case, the former member’s re-admission must be approved via an ordinary Society resolution before the Board can approve them.
9. Our Meetings
9.1 A Society Meeting is any Annual Meeting or Special Meeting, but not a Board Meeting.
9.2 To determine any issue (including any amendment to this Constitution), the Board will hold an electronic ballot as described in the procedures set out in Section 10 of this Constitution.
9.3 The Board will advise all members when and where the Annual Meeting will be held each year. The Annual Meeting will be held no later than seven (7) months after the end of the financial year.
9.4 We will notify each member of the business to be covered at the Annual Meeting. That notice will be emailed at least twenty (20) working days before the Annual Meeting, along with copies of the Annual Report, Statement of Accounts, a list of and information about nominees for office, and notice of any motions (including the Board’s recommendations). The Annual Meeting will be held even if the member fails to receive the notice.
9.5 All members may attend an Annual Meeting.
9.6 Eight members make a quorum at an Annual Meeting.
9.7 The Chair of the Board chairs our Annual Meeting. If the Chair is absent, the Board may elect one of its own members to take on the Chair’s role at the meeting.
9.8 The Annual Report will include:
9.8.1 a statement of financial position and the statement of financial position of any of our subsidiaries or partially owned entities for the previous financial year
9.8.2 a report by Chair (and Executive Officer if one is appointed) that includes a full list of our activities over the previous year
9.8.3 a summary of our current membership policy
9.8.4 the names of those Board members who have resigned or had their appointment terminated in the previous financial year, and the names of those Board members elected, co-opted, or appointed in the previous financial year.
9.9 The Board may appoint a chartered accountant (a member of the New Zealand Society of Accountants but not of our Society) to provide an audit, compilation or review as he/she deems appropriate of our annual accounts and to provide a certificate of correctness of those accounts. If the appointed accountant is unable to perform their review engagement role, the Board will find and appoint a replacement chartered accountant.
9.10 A Special Meeting is any Society Meeting that is not an Annual Meeting.
9.11 A Special Meeting can be organised in two ways:
9.11.1 the Board can call a Special Meeting
9.11.2 not less than ten (10) per cent of members can send a signed requisition to our Board requesting a Special Meeting.
9.12 Motions raised at Special Meetings must be put forward to all members to allow them to vote via electronic ballot on the exact same worded resolutions for the resolution to be binding.
10. Electronic Ballots
10.1 Only financial members may vote.
10.2 Any motion to amend this Constitution must include on the ballot the reasons and recommendations from the Board. It takes a seventy-five (75) per cent majority of those voting (a special resolution) to pass that motion.
10.3 We will advise members in advance, in writing, how vote counting will work.
10.4 Our Board will let all members know the result of the ballot within three (3) working days of the poll closing time.
10.5 Every member will be bound by the result of a ballot, and the effect will be the same as if the resolution passed at a Society Meeting.
11. Changing or replacing this Constitution
11.1 This Constitution may be changed or replaced by:
11.1.1 Special resolution passed by a seventy-five (75) per cent majority of members voting as per section 10 above), or
11.1.2 the Board, if it believes (and all three criteria apply) it is necessary:
188.8.131.52 to correct a manifest error in the Rules
184.108.40.206 for reasons of administrative efficiency (but only if it reasonably considers the change is in the best interests of members)
220.127.116.11 under current or new legislation
and it immediately notifies members of any change or replacement.
Our governance and management
12. Electing and co-opting board members
12.1 The Board shall have no less than five (5) and no more than fourteen (14) members at any time, with a maximum of two (2) university employees.
12.2 Only members may serve as Officers, except for co-opted Officers who:
12.2.1 serve the time the Board states upon appointment (no more than a two (2) year term and no more than three (3) years in total)
12.2.2 do not have to be one of our members.
12.3 Only state sector and local government employees, and employees of universities are eligible for election as Officers.
12.4 For any entities that we hold a full or partial interest in, we delegate the appointment of directors, officers and/or trustees for these entities to the Board.
12.5 In electing Board members, the members will try our best to make sure that the Board has the range of skills and experience it believes it needs, being aware of our aims and plans. To help this process, the Board will provide at each election a description of the skills and experience it thinks are needed to achieve our aims and plans. Nominees will give enough background information that our Board can provide a profile of the nominee on the ballot papers. Failure to give this information to our Board may lead to the nominee being disqualified from the election process. Candidates must also provide a signed Declaration of Interests Disclosure, to be added to the Register of Interests.
12.6 The Board shall elect a Chair and Deputy Chair at the first Board meeting following the Annual Meeting. If neither is elected or present within five minutes after the Board meeting’s start time, Board members may choose one Board member to Chair that meeting. Every meeting will have a Chair.
12.7 Officers may be elected for a term of two (2) years. There is no limit to the number of times an Officer can be elected.
12.8 Officers will be elected by the process set out below.
12.9 Our Board may call for written nominations within thirty (30) working days of any Board vacancy(ies) arising at any time during the calendar year. For all elections, Our Board will open nominations for not less than five (5) working days. Nominees must include the written consent, and their relevant skills and experience with their nominations.
12.10 Our Board will open the online voting poll for not less than ten (10) working days. The voting poll will list all Board nominees and other information (no longer than one side of an A4 page in 12 pt. type) as our Board may give on behalf of each nominee to support their nomination.
12.11 All candidates must be validly nominated and be of good standing under our Constitution and Rules. If only one candidate has been nominated for an office and they meet the skills and experience criteria, our Board will declare that candidate elected. All candidates’ names for contested offices will be placed on the ballot alphabetically. To be elected, candidates must have the largest number of the votes. Vacancies will be filled by the candidate with the largest number in descending order until all vacancies are filled.
12.12 Our Secretary and one member who is not a nominee shall scrutinise the vote count and affirm it true and correct.
12.13 All elections and referenda shall be held in a way that offers all our members equal access to vote. All elections and referenda shall be conducted online, using digital means, whether via email or other vote counting software.
12.14 If the position of a Board member becomes vacant between Society Meetings, the Board may fill that vacancy until the members elect a replacement Board member.
12.15 An elected Board member may be removed by a resolution via electronic ballot as long as the Board gives no less than ten (10) working days’ notice of such removal via email, and a majority of members pass the resolution.
12.16 No Board member shall be liable for another Board member’s misdeed or for any loss caused by that misdeed, unless due to their intentional neglect or knowing and wilful compliance.
12.17 We shall indemnity the Officers from any liabilities and costs they incur when carrying out their functions and duties, except if their actions are intentionally negligent. The Society may provide insurance to satisfy this.
13. How we are managed
13.1 The Board will manage the Society from the end of each Annual Meeting until the end of the next annual meeting. The Board will be accountable to our members for implementing our Constitution, Rules and policies.
13.2 The Board may exercise all our powers in a meeting, subject to this Constitution and the resolutions of members, and subject to any power or powers set out in law.
13.3 The Board will meet regularly and, in a way, (including by phone, video conference or other format where Officers can simultaneously hear and be heard by each other) as it determines.
13.4 The Chair shall chair Board meetings. If the Chair is absent, the Deputy Chair will chair the meeting instead. If both are absent, another Board member will take the role at the meeting.
13.5 Half of all Board members plus one must be present to make a quorum. At least three of the Board members in the quorum must be Society members.
13.6 Only Board members who are present in person or by phone or video link can be counted in the quorum and have a vote.
13.7 The Board can only act on a resolution once not less than 51 per cent of Board members have approved the resolution in a meeting or have documented unanimous approval for resolutions in lieu of a meeting.
13.8 The Board may pay any Board member for that member’s reasonable expenses incurred carrying out Society business so long as they have prior approval and after attaching receipts to the Expense Claim Form.
13.9 The Board or other Officer appointed by the Board will keep the Board’s Common Seal following incorporation. The Common Seal will only be stamped on a document once the Board has resolved that the Chair (or Deputy Chair, or other Board member acting as Chair in the Chair’s absence) has signed the document.
Officers’ Duties and Obligations
13.10 Each Officer shall, within one calendar month of submitting their resignation or ceasing to hold office, deliver to their successor, to the Board Chair or to our Board all material (documents or property) in their possession that belongs to us.
13.11 Officers will act in good faith and in what the Officer believes to be the best interests of the society.
13.12 Officers will exercise all powers for a proper purpose.
13.13 Officers will not act, or agree to the Society acting, in a manner that contravenes the Act or the Constitution of the Society.
13.14 Officers will exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances.
13.15 Officers will not agree to the activities of the Society being carried on in a manner likely to create a substantial risk of serious loss to the Society’s creditors.
13.16 Officers will not agree to the Society incurring an obligation unless the Officer believes at the time on reasonable grounds that the Society will be able to perform the obligation when it is required to do so.
13.17 Every Officer must disclose potential, perceived and actual conflicts of interest to the Board in a meeting (where it is recorded) or in writing as a submission to the meeting, in a timely manner, and the conflict must be noted in the Interests Register.
13.18 When an Officer has an actual, perceived or potential conflict, he or she may not vote or take part in the decision, may not sign any documents relating to the transaction.
13.19 The Interests Register must be available for inspection by Officers of the society at every Board meeting, and with five (5) working days’ notice via an electronic copy.
13.20 The Board shall decide whether the Interest Register shall be made available for members to view. If the Board approves members to view the Interest Register, then members may request it with five (5) working days’ notice to the Secretary.
13.21 The Board shall keep bank accounts in the name of the Society.
13.22 The Board shall make delegations in writing annually at their next meeting following every Annual Meeting, such delegations to authorise all financial transactions and contractual arrangements, including banking authorities.
13.23 All money we receive shall be banked within seven days of receiving it.
13.24 Monthly accounts will be submitted to the Board for approval.
13.25 Our financial year will start on 1 April and end on 31 March.
13.26 The Board may establish Committees to do work and report their findings to the Board. Committees do not require Terms of Reference beyond what is recorded in the Board Minutes; may be granted delegations of authority by the Board, have no quorum minimum, and are not required to maintain Minutes of their meetings.
14. Our Secretary and Treasurer
14.1 The Board shall appoint a Secretary, who will be paid in cash, work voluntarily or otherwise as the Board determines. The Secretary may or may not be a Board member.
14.2 Our Secretary shall record the minutes of every Board meeting. The minutes from each meeting (confirmed true and correct by the Chair) shall be clear evidence that the meeting was properly called, and the Minutes are a correct record of what took place. Our Secretary shall use the same process to record the minutes of every Society Meeting.
14.3 Our Secretary shall keep our records and documents, including a register of all members at the registered office and in electronic format off site.
14.4 Our Secretary shall handle and answer correspondence and do other tasks that the Board asks of them.
14.5 The Board has the authority to suspend or remove our Secretary from this position.
14.6 The Board may appoint a Treasurer, who will be paid in cash, work voluntarily or otherwise as the Board determines. The Treasurer may or may not be a Board member and their duties shall be determined at the time of appointment by the Board.
15. Our Executive Officer
15.1 Our Board may appoint an Executive Officer who is neither a member of the Society, nor a Board member. The Executive Officer may be paid as appropriate. The Executive Officer’s duties shall be determined at the time of appointment by our Board.
16. Sign-off of documents
16.1 By Board resolution, the Board will authorise a person or persons to sign off on Society documents.
17. Procedures for resolving internal disputes
17.1 Our Board must consider a complaint, or institute a disciplinary procedure, regarding alleged misconduct of a member.
17.2 An oral hearing of a complaint will be held if the Board decides that an oral hearing is needed to ensure an adequate hearing or is otherwise desirable.
17.3 Our member has a right to be heard whether orally or in writing as determined by the Board before the complaint or procedure is resolved or any outcome is determined.
17.4 Our member will be fairly advised of all allegations concerning the member, with sufficient details and time given to enable the member to prepare a response.
17.5 Our member will be given a reasonable opportunity to be heard in writing or at an oral hearing (if one is held).
17.6 Our member’s written statement or submissions will be considered by the Board.
17.7 Our members can raise with the Board an allegation of damage (caused by the society, or a member) to a member’s rights or interests (as a member) or to members’ rights or interests generally.
Investigating and determining complaint or grievance
17.8 The Board must, as soon as is reasonably practicable after receiving a complaint or grievance, investigate and determine the complaint or grievance.
17.9 Despite rule 17.3 the Board may decide not to proceed with a matter further if the Board determines that:
17.9.1 the matter is trivial, or
17.9.2 the complaint or grievance does not appear to disclose:
18.104.22.168 in the case of a complaint, any material misconduct, or
22.214.171.124 in the case of grievance, any material damage to a member’s rights or interests, or
126.96.36.199 the complaint or grievance appears to be without foundation or there is no apparent evidence to support it, or
188.8.131.52 the person who makes the complaint or brings the grievance has an insignificant interest in the matter, or
184.108.40.206 the conduct, incident, event, or issue has already been investigated and dealt with by or on behalf of the society.
Board may refer complaint to a Board Committee or other investigator
17.10 The Board may refer a complaint or grievance to:
17.10.1 a Committee of the Board or an external person to investigate and report, or
17.10.2 a Committee of the Board, an arbitral tribunal, or an external person to investigate and make a decision.
17.11 A person may not act as a decision maker in relation to a complaint or grievance if two or more members of the Board or a Complaints Committee consider that there are reasonable grounds to believe that the person may not: a) be impartial, or b) be able to consider the matter without a predetermined view.
18 Winding up the Society
18.1 The Society may be wound up under the provisions of the Incorporated Societies Act 1908 or the Act which supersedes it.
18.2 If the Society is wound up or liquidated, any surplus assets (after payment of all debts, costs, and liabilities) shall be distributed to an organisation with similar aims, and preferably a charitable nature, as determined by resolution to wind up. None of our members will receive any distribution.
18.3 The final meeting of our Society may approve the distribution to a specific entity or multiple entities.
Appendix: Interpretation and Definitions
In this Constitution:
(a) headings are for navigation only and do not change the structure or content of this Constitution
(b) the singular of a noun also covers its plural
(c) the words ‘Society’ and ‘we’ are used interchangeably, and the words ‘us’ and ‘our’ also refer to ‘the Society’
(d) except as noted otherwise, references to Sections and Subsections are to Sections and Subsections of this Constitution
(e) any reference to a statute, regulation or other statutory instrument includes any amended, re-enacted of substituted statute, regulation or other statutory instrument.
Annual Meeting means the meeting that takes place once a year within seven (7) months of the balance date (financial year end) unless a written resolution is signed (may be via separate emailed copies of the same resolution) by at least seventy-five per cent (75%) of members.
Board also known as the Board of Officers, means the body of the Society which has responsibility for governance and the management of the society, however described.
Chair means the Officer elected annually by the Board at the first board meeting after the annual meeting. who shall chair all Board meetings until a new Chair is duly elected by the Board. Our chair is the officer elected by the board to chair meetings of the board and our Society meetings and to sign the minutes of both meetings.
Officer means a properly elected, appointed or co-opted member of the board of officers known as ‘the Board’ who govern our Society.
Executive Officer means a person contracted to manage the operations of the Society who is not a member of the Board and reports to the Board not the Society members.
Financial member means a member with no outstanding debts owed to the Society.
Financial Year means the twelve (12) months ending on 31 March in each year or other date as the Society determines by ordinary resolution.
Majority vote means a motion passed by more than half of the Society members who are entitled to vote and do vote via the digital voting method declared by the Board.
Nonfinancial member means any member who fails to pay their annual subscription (including any periodic payment) or any levy within three calendar months of the date of them being invoiced for payment.
Ordinary resolution means a resolution passed in favour by more than fifty (50) per cent of the votes cast by members entitled to vote.
Secretary means someone with sufficient training, preferably a trained company secretary and who may or may not be a Board member.
Society means NZ GEN Economics Network Incorporated, referred to as the Society.
Society Meeting means any Annual Meeting or Special Meeting, but not a Board Meeting.
Special Meeting means any Society Meeting that is not an Annual Meeting.
Special resolution means a motion that requires seventy-five (75) per cent approval by eligible members voting to pass as a resolution.
Treasurer means someone with financial expertise sufficient to review the financial accounts, liaise with the external accounting providers (whether bookkeepers or chartered accountants) and answer any queries the Board or Society may have in regard to the accounting of Society funds. The Treasurer may or may not be a board member.
Written Notice means communication from the Society to any member, such communication to be by electronic means (including but not limited to email, online forum, and website posting), advertisement in periodicals, or combination.