Proposed changes to the NZAIA Constitution 2015
My experiences this year, dealing with a variety of entities to sort out NZAIA matters following Jamie Newell’s death (NZ Post, Inland Revenue, BNZ, Vodafone, MailChimp, etc.), has convinced me it would be advisable to convert the informal role of NZAIA “convenor” to a formal one, by establishing the office of Chair of the Association. This would provide greater legal certainty when entering agreements with outside bodies as a representative of NZAIA.
I have drafted possible changes to the Constitution and these are set out below.
- The key changes are to remove the existing clause 49 (page 4) “Facilitation of meetings”, and replace with new clauses 49 and 50 (see below), and make a minor change to the responsibilities of the Secretary (moving one task to the Chair).
- Two small changes are proposed in the clause setting out the Treasurer’s duties.
- First, the reference to the balance date being 31 March is inconsistent with clause 26 which sets the financial year as 1 January to 31 December. So the change would have 54(iv) referring to 31 December rather than 31 March.
- Second, in the same clause the phrase “put before the members at a meeting” (referring to a financial statement) would be amended to read “put before the members, either at a meeting or by electronic means.” This would allow the Association to meet its reporting requirements under the Charities Act 2005 which requires an annual return within 6 months of the balance date. Currently we cannot do that as our AGM, the only formal meeting we have each year, is often held 11 months after the balance date. This change would allow us to send the financial statement to members for scrutiny and comment before we submit our annual return. They would still be presented at the AGM later in the year as part of the reporting, discussion and strategic planning processes.
- Finally, recent changes to the Charities Act 2005 mean that Registered Charities with total operating expenditure of less than $500,000 are not required by law to have an audit or review, unless the rules of the charity require it. In effect the reporting to members plus the annual returned to the Charities Services office of Internal Affairs are deemed to be sufficient check on the financial affairs of smaller organisations. As audits cost us money, the proposal is simply to remove the requirement in our rules to have an audit (the final sentence in clause 54(iv)): we do not handle major grant income, etc. that would normally be the grounds for maintain an audit function. The core group receives an update of the financial status of the Association at each core group meeting (approx. every 6 weeks during the year). Removing the requirement for an audit would also mean we can remove clauses 56-59 (“The Auditor”); subsequent clauses would then be renumbered accordingly.
Richard Morgan
Convenor, NZAIA
18.11.2015
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Proposed amendments to the NZAIA Rules:
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OFFICERS
49. The officers of the Association shall be the Chair, the Secretary and the Treasurer, and such other officers as the core group from time to time appoints.
THE CHAIR
50. The Chair shall be appointed from time to time by a majority vote of the core group and may be a member of the core group.
51. The Chair is responsible for:
(i) ensuring that the Rules are followed;
(ii) convening meetings and establishing whether or not a quorum is present;
(iii) chairing meetings, seeing that there is free and open discussion on any point and that it is kept to the point; ensuring that all members have the opportunity to put their point, encouraging all members to participate in discussions
(iv) ensuring that both motions and decisions are clearly stated and understood by all
(v) overseeing the operation of the Association;
(vi) forming any committees or working groups to undertake tasks specified by the Core Group
(vii) providing a report on the operations of the Association at each Annual General Meeting..
(viii) under direction of the core group or a general meeting of the Association, issue statements to and answers enquiries from the news media [NB this moved from the Secretary to the Chair]
The Chair is empowered to delegate his/her tasks from time to time but the core group or meeting may revoke such delegation.
THE SECRETARY
52. The Secretary shall be appointed from time to time by a majority vote of the core group and may be a member of the
core group.
53. The Secretary shall :
(i) receive mail for the Association
(ii) present communications to the core group meetings
(iii) answer correspondence under the direction of the core group
(iv) maintain a filing system of all correspondence, communications, newspaper clippings of all publicity on the Association, and other materials as directed by the core group;
(v) notify each person when chosen of his/her membership or office.
(vi) notify members of the Association of meetings of the Association and members of the core group of their meetings.
(vii) comply with Section 22 of the Act (including the keeping of a register of members with the names, addresses and occupation of each member and the date they became members.
(viii) keep a record of all meetings of the Association
(ix) take the minutes of any meeting of the core group or general meetings
(x) do such other acts as the core group or meeting may from time to time require.
(xi) the core group may delegate any of these duties to other members of that group.
.
THE TREASURER
54. The Treasurer of the Association shall be appointed by a majority vote of the core group and may be a member of the
core group.
The Treasurer’s functions shall be to:
(i) bank or cause to be banked in the name of the Association all monies received.
(ii) disburse the funds of the Association as may be determined by the core group or meeting.
(iii) keep the books of account and prepare the necessary financial accounts and statements.
(iv) report the current financial status of the association to the Core Group or meetings
(v) put before the members, either at a meeting or by electronic means, a financial statement for the preceding year as soon as possible after the 31st of December in each year, which shall be the balance date.
(vi) do such other acts as the core group or meeting may from time to time require.
(vii) keep a record of all membership fees received during the year.
(viii) abide by Section 23 of the Act.
The Treasurer is empowered to delegate her/his tasks from time to time, but the core group or meeting may revoke such delegation.
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Remove 56-59, renumber the remainder of the Rules.
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Proposed amendments to the NZAIA Rules:
___________________________________
……..
OFFICERS
49. The officers of the Association shall be the Chair, the Secretary and the Treasurer, and such other officers as the core group from time to time appoints.
THE CHAIR
50. The Chair shall be appointed from time to time by a majority vote of the core group and may be a member of the core group.
51. The Chair is responsible for:
(i) ensuring that the Rules are followed;
(ii) convening meetings and establishing whether or not a quorum is present;
(iii) chairing meetings, seeing that there is free and open discussion on any point and that it is kept to the point; ensuring that all members have the opportunity to put their point, encouraging all members to participate in discussions
(iv) ensuring that both motions and decisions are clearly stated and understood by all
(v) overseeing the operation of the Association;
(vi) forming any committees or working groups to undertake tasks specified by the Core Group
(vii) providing a report on the operations of the Association at each Annual General Meeting..
(viii) under direction of the core group or a general meeting of the Association, issue statements to and answers enquiries from the news media [NB this moved from the Secretary to the Chair]
The Chair is empowered to delegate his/her tasks from time to time but the core group or meeting may revoke such delegation.
THE SECRETARY
52. The Secretary shall be appointed from time to time by a majority vote of the core group and may be a member of the
core group.
53. The Secretary shall :
(i) receive mail for the Association
(ii) present communications to the core group meetings
(iii) answer correspondence under the direction of the core group
(iv) maintain a filing system of all correspondence, communications, newspaper clippings of all publicity on the Association, and other materials as directed by the core group;
(v) notify each person when chosen of his/her membership or office.
(vi) notify members of the Association of meetings of the Association and members of the core group of their meetings.
(vii) comply with Section 22 of the Act (including the keeping of a register of members with the names, addresses and occupation of each member and the date they became members.
(viii) keep a record of all meetings of the Association
(ix) take the minutes of any meeting of the core group or general meetings
(x) do such other acts as the core group or meeting may from time to time require.
(xi) the core group may delegate any of these duties to other members of that group.
.
THE TREASURER
54. The Treasurer of the Association shall be appointed by a majority vote of the core group and may be a member of the
core group.
The Treasurer’s functions shall be to:
(i) bank or cause to be banked in the name of the Association all monies received.
(ii) disburse the funds of the Association as may be determined by the core group or meeting.
(iii) keep the books of account and prepare the necessary financial accounts and statements.
(iv) report the current financial status of the association to the Core Group or meetings
(v) put before the members, either at a meeting or by electronic means, a financial statement for the preceding year as soon as possible after the 31st of December in each year, which shall be the balance date.
(vi) do such other acts as the core group or meeting may from time to time require.
(vii) keep a record of all membership fees received during the year.
(viii) abide by Section 23 of the Act.
The Treasurer is empowered to delegate her/his tasks from time to time, but the core group or meeting may revoke such delegation.
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Remove 56-59, renumber the remainder of the Rules.
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