Human Resources Institute of New Zealand Incorporated Constitution and Rules
CONSTITUTION AND RULES
1. NAME
The name of the Institute is the Human Resources Institute of New Zealand Incorporated (the Institute).
2. OBJECTIVES
(1) The Institute is an association of people who are interested or involved in the management and development of people at work.
(2) The Institute's objectives are:
(a) to encourage and support the development of professional knowledge, competence and high standards of performance among its Members within New Zealand;
(b) to promote within New Zealand an understanding of all aspects of human resource management and development and its contribution to the performance of individuals and organisations; and
(c) to provide within New Zealand an authoritative and influential viewpoint on all matters affecting its Members and the management and development of people at work.
3. POWERS
The Institute shall have power to do all lawful things that are necessary or appropriate for furthering the achievement of its objectives and the practice of human resource management and development.
Nothing expressed or implied in this constitution shall permit the activities of the Institute or any other business carried out on behalf or for the benefit of the Institute to be carried out for the private pecuniary benefit of any Member.
PROVIDED that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer, servant or employee of the Institute in return for any service actually rendered to the Institute.
PROVIDED FURTHER that no Member or officer who is employed in any capacity or associated with any person employed in any capacity by the Institute shall determine or influence in any way the type or amount of any remuneration paid to that Member or that associated person.
4. ORGANISATION
(1) The Institute shall consist of the Members; Board; Branches and Employees.
(2) The Members shall be those people who have been admitted to membership in accordance with this constitution.
(3) The Board shall consist of the Directors elected or co-opted in accordance with this constitution.
(4) The Branches shall be established as unincorporated committees of the Institute in accordance with this constitution and shall be subject to the direction of the Board as provided by this constitution.
(5) The Members; Board; Branches and Employees, and all the committees of the Institute, shall be bound by this constitution and shall pursue the objectives and conduct the business of the Institute in accordance with this constitution.
5. MEMBERSHIP
(1) Membership shall be on an individual basis and shall comprise the Professional Members and the General Members.
(2) The Professional Members shall be the Life Fellows; Fellows; Honorary Fellows; Associate Fellows; and the Accredited Generalist, Specialist and Academic Members.
(3) The General Members shall be the Members who are not Professional Members.
(4) All Members shall, in addition to their membership of the Institute itself, be Members of the relevant Branch established pursuant to rule 13. Members residing outside New Zealand shall be deemed to be Members of the Branch of their choosing.
(5) Members are required to pay an annual fee to the Institute to be considered Financial Members. However Life Fellows, Life Members and Honorary Fellows are not required to pay an annual fee and are deemed to be Financial Members without such payment.
6. PROFESSIONAL MEMBERSHIP
(1) Life Fellow
(a) On its own motion or on the nomination of a Branch committee or any other committee empowered to consider these matters, the Board may confer the designation of Life Fellow on any Fellow whose outstanding contribution or services to the Institute and to the growth or practice of human resource management and development it wishes to recognise.
(b) Life Fellows shall have and retain for all time the membership rights of Fellows of the Institute, but shall not be required to pay any annual fee.
(2) Fellow
The Board may confer the designation of Fellow on any Member who:
(a) is an Accredited Member; and
(b) satisfies the Board of a high standard of personal integrity and professional competence; and
(c) has made an outstanding contribution:
(i) to the management and development of human resource through exceptional achievement as a practitioner or author or researcher or teacher; and/or
(ii) to the Institute through active participation in and support for its affairs and activities over a significant period.
(3) Associate Fellow
The Board may confer the designation of Associate Fellow on any Member who is an accredited Professional Member and who has been nominated by their Branch peers or by a member of the Board in recognition of having been actively involved as an influential leader in the human resource community. Influential leadership may include such activities as:
(a) having made a significant contribution to Branch and/or National activities;
(b) managing an HR function through major change;
(c) conducting and publishing research and/or teaching that has made a valuable contribution to Human Resource practice or theory.
(4) Accredited Professional Members
The Board may, on the recommendation of the Grading Panel, approve the conferring of the designation of Professional Member (i.e. MHRINZ) on any Member who demonstrates knowledge and skills and experience in generalist, specialist or academic roles in the fields of human resource management and development, which are sufficient to meet the criteria for professional competence set out in the regulations as published on the HRINZ website.
(5) Honorary Fellow
(a) The Board may approve the conferring of the designation Honorary Fellow on a person who, though not a current Member when the award is conferred;
(i) has made an outstanding contribution to furthering the practice and reputation of human resource management; and/or
(ii) whose acceptance of the designation of Honorary Fellow would enhance the reputation of the Institute in the eyes of its Members and the New Zealand business community.
(b) Honorary Fellows shall have and retain the membership rights of Professional Members, but shall not be required to pay any annual fee.
7. GENERAL MEMBERSHIP
The Board may admit to General Membership any person who:
(1) is, or is likely to be, engaged in an occupation or role which requires knowledge of concepts and practices in the fields of human resource management and development; or
(2) demonstrates an interest in the concepts or practices of human resource management and development which the Board considers sufficient for membership; and
(3) is regarded by the Board in its absolute discretion as a person suitable for admission to membership.
8. LIFE MEMBER
(1) On its own motion or on the nomination of a Branch committee, or other committee empowered to consider these matters, the Board may confer the designation of Life Member on any person whose outstanding contribution or services to the Institute it is desired to recognise.
(2) Conferral of life membership shall not entitle a person to any rights or privileges in addition to any membership rights which that person might already have or subsequently obtain, but a Life Member shall not be required to pay any annual fee.
9. RIGHTS AND OBLIGATIONS OF MEMBERSHIP
(1) Participation
(a) Professional Members shall have full rights to participate in the activities and affairs of the Institute, including voting rights and the right to hold membership of the Board or any Branch office as set out in this constitution.
(b) General Members shall have full rights to participate in the activities and affairs of the Institute, including voting rights and the right to hold any Branch office as set out in this constitution, however only Professional Members may be elected to the Board.
(c) All Members are obliged to act within the rules and policies of the organisation and are expected to conduct themselves in a manner which will not bring disrepute to the organisation and/or the profession. Failure to meet these obligations may result in loss of membership.
(2) Designations
(a) Life Fellows, so long as they comply with this constitution, may state their membership designation in the abbreviated form LFHRINZ.
(b) Fellows, Associate Fellows, Honorary Fellows and Accredited Professional Members, for so long as they continue to be Members and to comply with this constitution, may state their membership designation in the abbreviated forms FHRINZ, AFHRINZ, FHRINZ (Hon), and MHRINZ respectively.
(c) Life Members, for so long as they comply with this constitution, may state their membership designation in the abbreviated form LHRINZ.
(3) Certificates
Certificates of membership shall remain the property of the Institute and their return may be requested by the Board on a person's ceasing to be a Member, or when a Member is admitted to a different grade of membership.
(4) Resignation
A Member may resign membership by notifying the National Office of the Institute in writing, provided that all annual fees and any other payments due and owing have been paid by the Member.
(5) Cancellation of membership
The Board may cancel the membership of any Member who:
(a) has failed to pay any annual fees or any other payments due and owing for a period of not less than three months; or
(b) in the opinion of the Board is no longer a proper person to be a Member.
provided that, in each case:
(a) the Member has been given at least one month's notice in writing of the intention to cancel the membership and has been invited to make representations to the Board as to why membership should not be cancelled; and
(b) cancellation of membership does not relieve the former Member of the obligation to make full payment of any outstanding annual fees or any other payments.
10. BOARD
(1) Subject to this constitution, the governance of the Institute shall be vested in the Board which shall exercise all the powers of the Institute, including the borrowing of moneys.
(2) The Board shall comprise:
(a) Eight elected Directors (subject to rule 11(2)); and
(b) Any Directors co-opted under rule 11(3).
11. ELECTION AND CO-OPTION OF DIRECTORS
(1) The Members shall elect Directors to the Board in accordance with the following procedure:
(a) Subject to sub-rule f below, the Directors shall be elected by an electronic ballot of Members. The Directors elected in this way shall, subject to the rules (including rule 12) hold office for three years. Directors shall be eligible for re-election once.
(b) On or before 28 February each year the Chief Executive Officer of the Institute shall give notice in writing to each Member seeking registrations of interest from Professional Members for election to the Board for any Board vacancies.
(c) Any vacant Board positions will be advertised to the membership each year. When advertising vacancies, the Board may request specific attributes.
(d) Each registration of interest, which must be received within any time frame set by the Chief Executive Officer shall be supported by two Members; signed by the Professional Member seeking election and shall be submitted to the Chief Executive Officer. The registration of interest should be supported by a governance curriculum vitae and the names of two referees. These will be assessed by the National President, an independent professional director appointed for such role by the Board and the Chief Executive Officer to determine whether the candidates meet the criteria to be considered as a Board member and those who do are deemed to be confirmed candidates. The criteria will be decided by the Board and may be changed from time to time in line with rule 11. (c) above.
(e) The membership will be asked to elect from the confirmed candidates. If the number of confirmed candidates is equal to or less than the number of vacancies, then no election shall be held and those confirmed candidates shall be declared elected.
(f) If an election is necessary, the election shall be held by way of an electronic ballot. The Chief Executive Officer shall provide the names, biographical and brief supporting information of the confirmed candidates to each Member. This shall occur no later than 15 April, and will be provided together with ballot papers for completion and return to the Chief Executive Officer by no later than 30 April.
(g) Each Member may vote for the number of confirmed candidates required to fill the number of vacancies available. A vote for a greater number shall be declared invalid.
(h) The confirmed candidate/s receiving the largest number of votes shall be declared to be a Director until the number of vacancies has been filled.
(2) In the event of a casual vacancy the Board shall decide whether it wishes to fill the vacancy and if it does then the Board shall appoint a Professional Member to the vacancy until the next election, when the vacancy will be filled via the election process. Any period served by an individual filling a casual vacancy is not included in the time that person is eligible to hold office under rule 11.1.
(3) The Board shall have the power to co-opt additional Directors for a fixed term not exceeding one year for the purpose of accessing specific skills deemed critical for the Board at that time. Directors co-opted under this rule may not necessarily be Members and shall participate as full Directors (including having voting rights but not being eligible for election to National Vice President or National President) for the duration of their co-option. Co-opted Directors are eligible to be appointed for more than one term.
(4) Any Director who fails to attend two consecutive meetings of the Board shall be deemed to have resigned unless the Board grants a leave of absence, which may only occur in exceptional circumstances.
12. ELECTION OF NATIONAL PRESIDENT AND NATIONAL VICE PRESIDENT
(1) The National President and the National Vice-President will undertake the role of Board Chair and Deputy Chair respectively.
(2) Vacancies for the positions of National President and National Vice President shall be filled by the Board from amongst their number at the first meeting of the incoming Board held after an election in accordance with rule 11. Nominations, seconding and voting regarding these vacancies is by other Members of the incoming Board.
(3) It is expected that the National Vice President will be available to stand for nomination to the role of National President at the end of the National President’s term. The National President and National Vice President will not be required to put themselves up for election to the Board while they hold office. This rule in conjunction with rules 12(6) and (7) specifically override the limitation of a Director’s term in rule 11(a).
(4) The National President and National Vice-President shall be Elected Directors of the Board and may not at any time during their term hold office as President of a Branch.
(5) The National President is a member of all committees of the Institute.
(6) The National President and National Vice President shall serve terms no longer than two years in each role, but shall remain in office until their successors take up office.
(7) If a Director is holding the office of National President when his or her term expires from the Board, they will complete the two year term of National President regardless of when their term on the Board expires. All things being equal, the National Vice President will succeed the National President.
(8) The incoming National President and National Vice President take office immediately after the Annual General Meeting, at which the outgoing National President will review the previous financial year.
(9) If the National President or National Vice President is unable to continue in office for whatever reason, the Board shall have the power to fill the vacancy with another Director. The appointment period continues to expire in line with the next Annual General Meeting.
13. BRANCHES
(1) Twenty Members who are resident in a particular location or engaged in a particular occupation or aspect of human resource management and development may make application to the Board for the establishment of a Branch to serve that location or occupation or aspect, provided that the Board may waive the requirement as to numbers where the circumstances warrant. A Branch that is established for a particular location shall be known as a geographical Branch.
(2) The Board shall agree to the establishment of a Branch when it is satisfied that the proposed Branch is financially viable and in the best interests of the Institute.
(3) Each Branch shall be required to adopt an appropriate form of the Branch constitution (which is annexed to this constitution) and to comply with the constitutions of the Institute and the Branch at all times.
(4) The Board shall provide financial and other necessary resources for the establishment and operations of the Branches, having regard to the intended level and range of activities of a Branch, the numbers of Members involved and served, the resources of the Branch and of the Institute, and the extent to which the Branch is able to generate its own resources.
(5) The Board may disestablish a Branch if the Branch is unable to satisfy the Board that its continued operation is in the best interests of the Institute.
14. EMPLOYEES OF THE INSTITUTE
(1) The Chief Executive Officer is appointed by the Board, with the National President responsible for all employment matters of the Chief Executive Officer.
(2) The Chief Executive Officer shall report and be responsible to the National President for the management and administration of the Institute. This includes the implementation of Institute policy and programme decisions, the employment of staff, the maintenance of the internal culture, and all operational aspects of the running of the Institute at both the national and local levels. The Chief Executive Officer is also responsible for:
(a) administering electronic ballots for Directors, including the positions of National President and National Vice President; and
(b) the receipt, security and payment of money for and on behalf of the Institute, and the making and keeping of appropriate and proper financial records.
(3) The Chief Executive Officer shall be the returning officer for elections of Directors under rule 11 of this constitution, provided that the Board may approve the appointment of some other person as returning officer for a particular election or period of time.
(4) Notwithstanding anything to the contrary contained or implied in the constitution or rules in relation to any business carried on by the Institute, no payments (except payments in reimbursement of expenses properly incurred on behalf of the Institute) shall be made to any person who is a Member or an elected officer of the Institute unless that payment has been formally approved by a meeting of the Board and recorded in the minutes of that meeting.
15. MEETINGS OF THE BOARD
(1) Meetings of the Board shall be held:
(a) at least six times each year; and
(b) if a request for a meeting is made in writing to the Chief Executive Officer by a majority of the Directors stating the topic or business which the Directors wish to have discussed at that meeting; or
(c) if a request for a meeting is made in writing to the Chief Executive Officer by 50 Members stating the topic or business which the Members wish to have discussed at that meeting. The deliberations and decisions of this meeting shall be circulated to all financial Members within seven days of the meeting.
(2) Formal notice of the date, time, venue and intended business of any meeting of the Board shall be given to each Director by the Chief Executive Officer not less than 21 days before the date on which the meeting is to be held.
(3) Where a request for a meeting of the Board is made under rules 1(b) or 1(c) of this section, the Chief Executive Officer shall within seven days make arrangements for such a meeting and shall then give each Director not less than 21 days notice of the date, time, venue, and intended business of that meeting.
(4) A quorum for a meeting of the Board shall be a simple majority, including at least one of the National President or National Vice President.
(5) The Board shall at each ordinary meeting consider:
(a) the minutes of the previous meeting;
(b) reports (if any) from the National President and National Vice President;
(c) reports (if any) from the Chief Executive Officer and, if appropriate, other employees;
(d) reports (if any) from other committees of the Board;
(e) financial matters including statements of income and expenditure, balance sheets and budgets and, in particular:
(i) at the first meeting after the end of the financial year, the presentation of the statements of income and expenditure and the balance sheet for the financial year just ended; and
(ii) at the final meeting of the financial year, the presentation of the proposed budget of income and expenditure and levels of annual fees for the following financial year;
(f) the amount of any outstanding annual fees and any other payments to be paid by Members;
(g) reports on the activities of the Branches;
(h) progress towards meeting the Institute’s strategic objectives, including risk and compliance matters;
(i) any other business which the Board may agree to consider, whether notice has been given or not; and
(j) the date, time and venue for the next meeting of the Board.
(6) Each Director shall be entitled to one vote in person; by phone; or by other media, and a motion approved by a majority of the votes of the Directors attending and voting at a meeting of the Board shall become a resolution of the Board.
(7) On a matter, other than a proposal to amend this constitution, which not fewer than half the Directors agree in writing is an urgent matter, a motion proposed in writing by a Director and supported by at least one other Director which has been delivered with supporting information to all Directors, approved and signed and returned to the Chief Executive Officer by a majority of the Directors within one month of the posting, becomes a resolution of the Board.
(8) In the event that an equal number of votes are cast for and against a motion, the National President (or the person chairing the meeting in the absence of the National President) shall have a casting vote in addition to a substantive vote.
(9) The Institute shall meet reasonable travel, accommodation and other costs incurred by Directors in order to attend its meetings and carry out its business.
16. ANNUAL GENERAL MEETINGS
(1) The Institute's financial year shall be from 1 April to 31 March. The Institute shall hold an annual general meeting of the Institute as soon as can be conveniently arranged in the year following each financial year, but in any case not more than three months after the end of the financial year.
(2) The business of an annual general meeting shall be:
(a) to receive and consider the Board’s report on the Institute's affairs during the preceding year; and
(b) to consider, discuss and deal with any business included in the notice convening the annual general meeting or other business required by the constitution; and
(c) to receive the report of the Chief Executive Officer, if any; and
(d) to receive the audited financial statements and other reports of the Institute, including an annual balance sheet; and
(e) to appoint a duly qualified independent auditor as recommended by the Board.
17. EXTRAORDINARY GENERAL MEETING
(1) Extraordinary general meetings of the Institute may be called at any time:
(a) by the National President; or
(b) by a simple majority of Directors; or
(c) upon the written request of at least 10 per cent of the Institute’s total Members.
(2) Such notice of requisition under rule 17 (1) must specify fully the business to be put before the extraordinary general meeting.
(3) Notice of the extraordinary general meeting shall be given to Members no less than 21 clear days prior to the date of such extraordinary general meeting.
18. PROCEDURE AT ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
(1) The non-receipt of a notice by any Member and their consequent absence shall not invalidate any proceedings at any annual or extraordinary general meeting.
(2) The National President or National Vice President shall chair all annual or extraordinary general meetings. In the absence of the National President or Vice President, the Members present shall be entitled to elect a chairperson for the meeting.
(3) Only Financial Members may exercise voting rights or put forward motions to any such meeting.
(4) The quorum at any annual or extraordinary general meeting shall be at least 20 Members.
(5) The chairperson may, with the consent of any annual or extraordinary general meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place.
(6) Any Financial Member desiring to move any motion at an annual or extraordinary general meeting shall notify the Chief Executive Officer before May in each year. The Chief Executive Officer shall send a copy of the motion with the proposer's name to each Member or, where this is not practicable, shall send a summary of the motion and shall state where the full text of the motion may be seen with the notice of annual or extraordinary general meeting.
(7) Any irregularity, error or omission in notices, agendas and relevant papers for an annual or extraordinary general meeting or the omission to give notice to all Members entitled to receive notice, and any other error in the organisation of the meeting shall not invalidate the meeting or prevent the meeting from considering the business of the meeting provided that:
(a) The Chairperson in his or her discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error or omission; and
(b) A motion to proceed is put to the meeting and such motion is passed.
19. VOTING AT ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
(1) Unless otherwise specified in this constitution, each Financial Member shall be entitled to one vote and every question shall be decided by a majority of votes.
(2) In the case of an equality of votes the chairperson of the annual or extraordinary general meeting shall have a casting vote.
(3) Financial Members shall not be entitled to vote if their annual fees are in arrears.
(4) A Member may vote by proxy on any question submitted to the decision of an annual or extraordinary general meeting. The instrument appointing a proxy shall be deposited with the Chief Executive Officer not less than 48 hours before the time appointed for the meeting at which the proxy is to be used.
20. BANK ACCOUNTS
(1) The Board shall operate one or more accounts with banks which are registered with the Reserve Bank of New Zealand.
(2) The signatories to the accounts will be two of the Chief Executive Officer or delegate, Accountant, National President or National Vice President.
21. ANNUAL FEES
(1) The Board shall set the amount or rate of annual fees or other payments to be paid by Members each year, provided that the amount or rate may vary according to the grade or class of membership.
(2) The annual fee to be paid shall be set for the full financial year, commencing 1 April, and shall be payable by Members within one month of invoicing. No refund of fees paid shall be given to Members who resign from the Institute during the year. Members who join the Institute after 30 April shall pay a fee pro-rated for the balance of the year.
(3) In special cases, the Board may reduce the amount of any annual fees, or any other payment or arrears to be paid by any Member or class of Members.
(4) A Member whose annual fee or any other payment remains unpaid more than three months after they have fallen due in any year shall not be entitled, until full payment has been made, to attend any meetings of the Institute or its Branches, or to receive any notices, publications or other services of the Institute.
22. CODES OF PRACTICE
(1) The Board shall have the power to formulate, approve and publish codes and statements of professional and membership conduct, practice, behaviour, and standards and each Member shall be bound to recognise and observe all such codes and statements.
(2) The adoption, amendment or deletion of any code of practice or other statement under this section shall require a resolution that is adopted by a simple majority of the Directors.
23. COMMITTEES OF THE INSTITUTE
(1) The Board may establish committees for general or specific purposes. The resolution establishing the committee shall detail the committee’s objectives, mandate, budget and authority.
(2) The Board shall appoint the convenor of each committee which is established under rule 23.1 above.
(3) Members of any committee shall be appointed by the convenor and may be asked to commit to a two-year term at a time.
(4) The Institute shall meet reasonable travel, accommodation and other costs incurred by members of committees in order to attend meetings of committees and to carry out their agreed business.
(5) The Branch Presidents shall form a Branch President Advisory Group. This Group will have input into strategic planning discussions and will provide recommendations about services that support the development of Members in line with our constitutional purpose. A representative of the Branch President Advisory Group may be invited to attend Board meetings from time to time.
24. COMMON SEAL
(1) The Chief Executive Officer shall be responsible for the safe custody of the Common Seal of the Institute.
(2) The Seal shall be used only by resolution of the Board and every instrument to which the Seal is affixed shall be signed by two Directors.
25. CONSTITUTION AND RULES
(1) This constitution may be added to or amended or repealed by resolution of the Board, provided always that such addition, amendment or rescission shall be valid if and only if it does not affect or detract from the exclusively charitable nature of the Institute and provided that:
(a) either:
(i) the proposed addition, amendment or repeal has been approved by a majority of the
Directors present and voting at a duly convened meeting of the Board; or
(ii) notice of the proposed addition, amendment or repeal has been given in writing signed by not fewer than 50 professional and financial Members to the Chief Executive Officer,
following which:
(b) the proposed addition, amendment or repeal is advised to all Members not less than one calendar month prior to the date on which the Board finally votes on the proposal; and
(c) the proposed addition, amendment or repeal is adopted by a resolution passed by a simple majority of the Board, provided that 50 (Professional and Financial) Members have not given to the Chief Executive Officer a written request for a ballot on the proposed addition, amendment or repeal. If such a notice is given then the Chief Executive Officer will arrange a ballot. A simple majority of those members who vote will determine the outcome of the ballot.
(2) The regulations of the Institute may be established, added to or amended or repealed in whole or in part, by a resolution adopted by the majority of the Directors, provided that any proposed change to the rules is not in conflict with any provision of the constitution itself.
(3) No addition to or alteration of the objectives, personal benefit rule or the winding up rule shall be approved if such addition or alteration would cause the Institute to lose any preferential income tax exception that it holds prior to such change.
26. MEMBERS FORUM
An annual Members Forum will be held to gain input from the Members on the direction and operation of the Institute and any other matter of interest to Members. The National President, or his/her nominee, shall chair the Forum and may take all or any such action as is reasonable to allow for proper discussion of matters raised, and has the power to curtail or defer discussion.
27. FUNDS OF THE INSTITUTE
The funds of the Institute shall be under the control of the Board and any funds may be invested in the name of the Institute from time to time in any trustee investments under the Trustee Act 1956 and any investment may be varied or transposed.
28. MATTERS NOT PROVIDED FOR
If:
(a) any matter or subject is any time found not to be provided for in the constitution; or
(b) any doubt arises as to the interpretation, effect or construction of any section of the constitution or of any purpose, subject or matter,
every such matter or doubt shall be determined by the Board, whose decision on it shall be final and binding on all Members.
29. NOTICES
Any notice required to be given shall be in writing and may be served on a Member either personally or by posting it in a pre-paid envelope, or faxed or electronically delivered to the Member at the address last notified by the Member to the Institute.
30. DISSOLUTION
(1) The Institute can only be liquidated by appropriate resolutions passed in accordance with section 24 of the Incorporated Societies Act 1908.
(2) The Board shall distribute the surplus assets and funds of the Institute after payment of the Institute’s liabilities to vest absolutely in another similar not-for-profit organisation to be used by that organisation for not-for-profit purposes within New Zealand.
31. BOARD TRANSITION ARRANGEMENTS
(1) The following rules apply to enable transition of the Institute from the requirements of the previous constitution to the requirements of this constitution. If any of rules 31(2) and (3) are inconsistent with any other rules in this constitution then rules 31(2) and (3) shall apply to the extent of the inconsistency and the other rules in this constitution shall not.
(2) The eight people who are the Elected Directors of the Institute as at 20 February 2012 shall be the Elected Directors until the election of new Directors under this Constitution in 2013.
(3) The following principles shall be adopted in relation to transition:
(a) If a person has served as an Elected Director under the previous Constitution, to be eligible to stand for election to be a Director under this Constitution, they must have less than or equal to four years ‘Elected Director’ experience as at February 2012. This means that it is possible that a person could serve a possible seven Board years, instead of six.
(b) To cater for the change of Board year from February in the previous Constitution to June in this Constitution, there will be extended terms of up to five months’ duration for members of the Board in office as at 20 February 2012 through to the AGM in June 2012 as a one-off arrangement. Service will then be counted from the new June 2012 Board year.
(c) If Board members were elected under the previous Constitution in the elections held in December 2010-January 2011, they will serve a term of three years, plus up to five months in (b) above (rather than the two years in the Constitution under which they were elected), unless they have served the six-year Board Member maximum by February 2013. In that case, the Directors with six years of service as at February 2013 retire from the Board in June 2013.
(d) If Board members were elected under the previous Constitution in the elections held in December 2011-January 2012, they will serve a term of three years, plus up to five months in (b) above rather than the two years in the Constitution under which they were elected.
(e) The National President appointed in 2011 under the terms of the previous Constitution will continue as National President under the new Constitution until the end of the 2012-13 Board year (ending in June), and may serve a further one year as Past National President, as a one-off arrangement.
(f) The National Vice President for the 2012-13 Board year (ending in June) will be determined by the 2012 Board in accordance with the requirements of this Constitution.
By resolution of the HRINZ Board 9 December 2011
Human Resources Institute of New Zealand Incorporated Constitution of the _______ Branch
CONSTITUTION OF THE______________________ BRANCH
1. NAME
The name of the Branch shall be the ______________________ Branch of the Human Resources Institute of New Zealand Incorporated.
2. OBJECTIVES
The objectives of the Branch are to further the objectives of the Institute in the location or occupation or aspect of human resource management and development served by the Branch and to provide a focus for the interests and activities of the Members in that location or occupation or aspect.
3. POWERS
Subject to the constitution of the Institute, the Branch shall have powers to do all lawful things which are necessary or appropriate for furthering the achievement of the objectives of the Branch and of the Institute.
4. MEMBERSHIP
(1) Each Member who is resident in the location or engaged in the occupation or aspect of human resource management and development for which the Board has approved the establishment of this Branch shall become a Member of the Branch without further application or annual fee.
(2) Subject to the constitution of the Institute, each such Member shall be entitled to participate in the activities of any Branch so long as that person's membership of the Institute continues.
5. BRANCH COMMITTEE
(1) Subject to the constitution of the Institute, the business and activities of the Branch shall be conducted by a Committee whose Members are elected by the Members of the Branch in accordance with this Branch Constitution.
(2) Any Financial Member may make them self available to serve on the appropriate Branch Committee as per rule 5(4).
(3) The Members of the Branch Committee shall elect from their number:
(a) the Branch President; and
(b) the Branch Vice President(s); and
(c) the Branch Secretary/Treasurer.
(4) Each Member of the Branch Committee shall hold office from the 1st January immediately following their election to the date of the next annual ballot, and shall be eligible for re-election three times. Committee Members elected as per 5.3 above shall remain in office until their successors take up office.
(5) The maximum number of consecutive years a Member may serve on any Branch Committee is four years.
(a) A special extension to the maximum four year term may be granted under certain circumstances defined in Board policy, when approval from both the Branch President and the National President is given.
(b) If the Branch Committee seeks a special extension for the Branch President to serve a further year as Branch President, or immediate Past Branch President, then approval from both the National President and National Vice President is required.
(c) Once a Committee Member has served a total of four consecutive years on the Committee of any given Branch, they must have two years away from that Branch’s Committee before they may apply to serve further terms as per 5.5 above. Applications for further terms under this rule will need the endorsement of the current Branch President and National President before the Branch Committee nomination process can commence.
(d) A Branch Committee may request that the National Board consider alternative one off arrangements in specific circumstances which will be defined in Board policy.
(6) The Branch President shall serve a term of two years. If a Committee Member is holding the office of Branch President when his or her term expires from the committee, they will complete a two year term as Branch President regardless of when their term on the committee expires.
(7) The Committee may fill any casual vacancy in an elected or appointed position in the Branch by election, appointment or co-option, but any person elected or appointed in this way shall hold office only until the date of the end of the calendar year and shall then be eligible for (re-)election as above.
(8) A quorum for meetings of the Committee shall be five Members or one-half of the total number of Members of the Committee, whichever is the lesser number.
6. FINANCIAL MANAGEMENT
(1) The financial year of the Branch shall commence on 1 April and end on 31 March in each year.
(2) The Branch may, with the approval of the Chief Executive Officer, operate one account with the same bank as that of the Board which is registered with the Reserve Bank of New Zealand and all moneys received by the Branch shall be paid into that account.
(3) The bank account shall be operated by the Branch President, the Branch Secretary/Treasurer and two other persons authorised by the Committee, with any two of these signatures being sufficient for any transaction.
(4) The bank account, together with a statement of the income and expenditure of the Branch for each financial year, shall be submitted to the Institute’s auditor as soon as practicable after the completion of the financial year.
(5) The Committee shall be responsible for the preparation of Branch activities budgets and may seek financial or other resources from the National Office to support its operations and activities.
(6) The Committee shall comply with any requirements of the Board and Chief Executive Officer regarding the management or disposition of any funds that stand to the credit of the Branch.
(7) The Branch must at all times adhere to the Financial Risk Management rules contained in the Branch Manual.
7. SPECIAL GENERAL MEETINGS
(1) A special general meeting of the Branch may be called by upon the written request of at least 10 per cent of the Members of that Branch.
(2) Such notice of requisition under rule 7 (1) must specify fully the business to be put before the extraordinary general meeting.
(3) Within seven days of the date of the resolution of the Committee or the receipt of the written request, the Institute’s Chief Executive Officer shall notify all Members of the Branch, giving not less than 14 days' notice of the date, time, venue and proposed business of the meeting.
(4) The quorum for a special general meeting shall be a simple majority, including at least one of the Branch President or Branch Vice President(s).
8. CONDUCT OF ELECTIONS
(1) Members of the Committee
(a) On or before 30 September each year, the Chief Executive Officer shall give notice in writing to each Member seeking nominations for representatives for election to the Branch where that Member belongs.
(b) A Financial Member of the Branch may nominate him/her self for election to the Branch Committee. A Financial Member may be nominated by another Financial Member with the nominee’s written consent. All such nominations are to be received by the Chief Executive Officer, not later than 31 October.
9. DISSOLUTION
(1) On its own motion, or on the recommendation of the Committee, a special general meeting of the Branch may resolve by simple majority to recommend to the Board that the Branch be wound up.
(2) The Chief Executive Officer shall be advised of the resolution as soon as practicable and shall arrange within 21 days to ballot the Members who are Members of the Branch on the question of the dissolution of the Branch.
(3) The National Board shall consider the recommendation of the general meeting of the Branch and the ballot of the Members and then decide the course of action which best serves the interests of the Institute and its Members.
(4) On the dissolution of the Branch, the assets and liabilities of the Branch shall become assets and liabilities of the Institute.
By resolution of the Board 9 December 2011
Human Resources Institute of New Zealand Incorporated - Constitution