Constitution

Amendments confirmed 5 February 2019

CONSTITUTION OF TE RŌPŪ WHAKAHAU INCORPORATED

1.  NAME:

The name of the organisation is Te Rōpū Whakahau Incorporated.

2.  INTERPRETATION:

In this constitution, unless the context requires otherwise:

‘MEMBER‘ means any member of Te Rōpū Whakahau as provided by the following constitution.

‘NGĀ KAIWHAKAHAU‘ means the National Council of Te Rōpū Whakahau.

‘ANNUAL GENERAL MEETING or AGM‘ means the Annual General Meeting of Te Rōpū Whakahau.

‘LIANZA‘ means the Library and Information Association of New Zealand Aotearoa: Te Rau Herengā o Aotearoa Inc.

3.  MISSION & VISION STATEMENTS:

3.1.  Mission

Suceeding as kaitiaki

3.2  Vision

Waiho i te toipoto, kaua i te toiroa

4.  GOALS:

4.1  Endorse the inclusion and recognition of Te Tiriti o Waitangi in New Zealand culture, knowledge, information, communications and systems technology work.

4.2  Support and promote excellence for culture, knowledge, information, communications and systems technology services available to, with and on behalf of Māori clients.

4.3  Encourage Māori professional development in:

• Mātauranga Māori, mātauranga a-iwi and mātauranga a-hapū
• Information, communications and systems technology
• Leadership, management and governance
• Research
• Technical and professional writing
• Pursuit of culture, knowledge, information, communications and systems technology tertiary level training

4.4  Support the increase of Māori with formal culture, knowledge, information, communications and systems technology related qualifications.

4.5  Work in partnership with the Library and Information Association New Zealand Aotearoa: Te Rau Herenga o Aotearoa.

5.  POWERS:

Te Rōpū Whakahau shall have the widest possible powers to do all things that may be necessary to achieve the goals of Te Rōpū Whakahau including the power.

5.1  To employ staff and engage agents and appoint representatives.

5.2  To develop, create, edit, print, digitise, publish, distribute magazines, posters, newspapers, books, pamphlets, and other literature online, soft and/or hard copy;  

5.3  To promote branches/regions, sub-sections and special interest groups within Te Rōpū Whakahau at such places and localities as may from time to time be established by the members, and to assist such branches/regions, etc., either financially or otherwise as from time to time may be decided.

5.4  To present awards and honours.

5.5  To hold meetings, seminars symposiums, workshops or conferences;

5.6  To apply for and acquire any licenses or permits necessary by Te Rōpū Whakahau.

5.7  To open and operate trading and savings bank accounts. The signatures of such accounts shall be as decided from time to time by Ngā Kaiwhakahau, but shall be no fewer than two.

5.8  To acquire by purchase, take on lease, or otherwise acquire any real or personal property as required to carry out the objects of Te Rōpū Whakahau.

5.9  To sell, exchange, maintain, improve, lease, hire, mortgage, dispose of, manage, control, invest, reserve, or otherwise deal with and turn to account any real or personal property of Te Rōpū Whakahau as required solely toward the promotion of the objectives of Te Rōpū Whakahau;

5.10  To borrow or raise money by any means and upon such conditions as Te Rōpū Whakahau may deem fit as required solely towards the promotion of the goals of Te Rōpū Whakahau.

5.11  To assist any charity or charitable purpose in Aotearoa by such financial or other means as Te Rōpū Whakahau may deem fit.

5.12  To appoint trustees of all or any of the funds or property of Te Rōpū Whakahau and to vest such funds or property in such trustees.

5.13  To engage in prosecution, defend and otherwise take legal action or legal proceedings on behalf of Te Rōpū Whakahau or any of its affiliated bodies and for that purpose to expend such monies and employ such solicitors, counsel and other advisers as Te Rōpū Whakahau may deem necessary.

6.  ORGANISATION:

6.1  Te Rōpū Whakahau will consist of Māori engaged in culture, knowledge, information, communications and systems technology work, Ngā Kaiwhakahau, associate members, regional rōpū, kaumātua, international members and institutional members.

6.2  The affairs of Te Rōpū Whakahau shall be managed by Ngā Kaiwhakahau which shall consist of three officers: Tumuaki (President), Kaiāwhina (Secretary), Kaitiaki Pūtea (Treasurer); and 4-6 other members, which collectively shall have the authority to exercise all the powers of the association on behalf of its members.

6.3  Ngā Kaiwhakahau, including officers, will be elected by a majority vote of the members present at the Annual General Meeting.

6.4  Executive committee members can also be elected by a special general meeting and/or postal vote where there is a quorum.

6.5  Officers can only be elected if they have been a paid up member for at least one year prior to election.

6.6  Ngā Kaiwhakahau shall meet face to face at least two times per year.

7.  REGISTERED OFFICE:

The registered office of Te Rōpū Whakahau shall be at such place(s) as Ngā Kaiwhakahau shall from time to time decide.

8.  DUTIES OF OFFICERS:

When representing Te Rōpū Whakahau all Ngā Kaiwhakahau members will actively promote the mission and goals of Te Rōpū Whakahau.

8.1  Tumuaki

The role of Tumuaki is:

• to convene and chair meetings of Ngā Kaiwhakahau and general meetings of Te Rōpū Whakahau, and is able to delegate either task to another member of the Association as required;
• must produce an annual report to members at the Annual General Meeting;
• to be responsible and must represent Te Rōpū Whakahau at official national and international events, occasions and any promotional opportunity in a manner that is appropriate for the position

8.2  Kaitiaki Pūtea

The role of Kaitiaki Pūtea is:

• to be responsible for all financial matters including arranging for audit, banking and the payment of accounts;
• to maintain a database of financial members;
• to present an annual audited financial statement of Te Rōpū Whakahau’s accounts to the Annual General Meeting;
• to provide a financial report at Ngā Kaiwhakahau meetings at least two times during the financial year or more as may be required by the Tumuaki, Kaiāwhina and/or Ngā Kaiwhakahau.

8.3  Kaiāwhina

The role of Kaiāwhina is:

• to manage the meeting schedule for Ngā Kaiwhakahau and ensure all members have a meeting request for each meeting;
• to prepare the agenda in consultation with Ngā Kaiwhakahau;
• to record and prepare minutes of Ngā Kaiwhakahau meetings and general meetings and make any amendments as required;
• to track, record and monitor inwards and outwards correspondence for Ngā Kaiwhakahau;
• to provide essential administration support for Ngā Kaiwhakahau;
• to assist with Te Rōpū Whakahau communications;
• to manage the storage and filing of documents using Google docs;
• to maintain a copy of all logins and passwords associated with Te Rōpū Whakahau applications.

9.  Membership

9.1  Any Māori person or Māori organisation working or interested in libraries and the information industry shall be eligible for membership of Te Rōpū Whakahau on completion of an application form and payment of an annual subscription fee and subsequent approval of Ngā Kaiwhakahau. There are three categories of membership with sub-categories as outlined in the table below:

9.1.1  Personal Members

Personal members are individuals of Māori descent who are interested in Te Rōpū Whakahau, Mātauranga Māori and/or Information.  Personal members can attend and vote at the AGM

Personal – New Members

These are people who qualify for Personal membership and are joining Te Rōpū Whakahau for the first time.

9.1.2  Institutional Members

Any Māori group, Māori organisation, or Māori Institution who is interested in Te Rōpū Whakahau, Mātauranga Māori and/or Information.  Institutional members (one nominated person) can attend and vote at the AGM.

9.1.3  Associate Members

Any individual, group or institution who is interested in Te Rōpū Whakahau.  Associate members are not eligable to attend or vote at the AGM

9.1.4  Student

Anyone who is studying either full time or part time, can belong to Te Rōpū Whakahau.

To qualify for Student Membership you must be enrolled in study (this may include secondary and/or tertiary courses).  You are eligible if you are studying full time or part time (being that you are working less than 30 hours a week and studying two or more papers in one semester or term). Confirmation of study noting the date of study must be submitted with your application (e.g. an offer of study, a fees invoice or a letter from the educational institution).

9.1.5  Retired

Personal or Associate individual members of Te Rōpū Whakahau who retire from the workforce but retain an interest in the Association can become Retired Members.

9.1.6  Sustaining Members

Personal or Associate individual members who find themselves in changed circumstances can become Sustaining Members for a fixed term. Changed circumstances may include going on parental leave, becoming unemployed, being too ill to work.

9.1.7  International

Citizens and residents of other countries who are interested in Te Rōpū Whakahau.  Personal, Associate or Institutional members who have moved overseas but who still want to retain their membership.

9.1.8  Honorary Membership

Honorary membership may be offered by Ngā Kaiwhakahau to Kaumātua and any person who has given distinguished service to Te Rōpū Whakahau. An honorary member will have full personal membership rights and will not be required to pay a subscription fee.

9.2  Ngā Kaiwhakahau shall have at their discretion the power to approve applications for membership of Te Rōpū Whakahau. Officers of Te Rōpū Whakahau have the power to approve membership on behalf of Ngā Kaiwhakahau.

10.  Subscriptions and Fees

10.1  The subscription fee(s) will be determined at the Annual General Meeting.

10.2  Membership is activated from time of payment of subscription fees.

10.3  The subscription fee(s) are renewable 12 calendar months after activated membership.

10.4  The subscription fee(s) shall be paid in advance, and be due from the first day of each financial year.

11.  Withdrawal of Membership

11.1  A member can resign at any time from Te Rōpū Whakahau by writing to any member of Ngā Kaiwhakahau. The subscription fee(s) will be forfeited.

11.2  Ngā Kaiwhakahau has the power to suspend members for behaviour which is considered to have seriously discredited Te Rōpū Whakahau.

11.3  At a general meeting personal members have the power to expel members by majority vote for behaviour which is considered to have seriously discredited Te Rōpū Whakahau.

11.4  If a subscription has not been paid within two months of the due date, Ngā Kaiwhakahau may suspend membership. If the subscription is not paid within a further two months, Ngā Kaiwhakahau may withdraw membership.

12.  General Operations

Te Rōpū Whakahau shall hold an Annual General Meeting once in every calendar year not being more than fifteen months after the holding of the preceding Annual General Meeting, and notice of an Annual General Meeting shall be given in writing by an officer of Ngā Kaiwhakahau to all members at least one calendar month prior to the meeting.

13.  Voting

13.1  All personal, institutional and honorary members shall be entitled to attend the AGM and cast one vote each.

13.2  The Tumuaki of Te Rōpū Whakahau shall be entitled to one vote as a member plus a casting vote.

13.3  At the Annual General Meeting a resolution put to the vote shall be decided by show of hands unless a poll is requested.

13.4 Any member wishing to vote at an Annual General Meeting, but unable to attend, shall be able to record proxy votes by authorising in writing another member to vote on their behalf in the following form or such form as Ngā Kaiwhakahau shall approve and which shall be handed to a member of Ngā Kaiwhakahau before the meeting:

I ………………………………… being a member of Te Rōpū Whakahau hereby appoint ………………………………….. as my proxy to vote on my behalf at the Annual General Meeting of Te Rōpū Whakahau to be held on the …….. day of …………. 20….. or at any adjournment thereof.

Date …………………… Signature…………………………………

13.5  There shall be no limit on the number of proxies a member may carry.

13.6  Proxy votes must be submitted on or before the day of the Annual General Meeting.

13.7  Late proxy votes will not be accepted.

14.  Quorums

14.1  The quorum at any Ngā Kaiwhakahau meeting shall be no less than four members, of which one must be an officer.

14.2  The quorum at an Annual General Meeting for Te Rōpū Whakahau shall be twenty members who are present and entitled to vote.

15.  Amendments to the Constitution

15.1  Amendments to the constitution require approval by a majority of at least 2/3 of the membership present at the Annual General Meeting.

15.2  Proposed changes to the constitution must be submitted to a member of Ngā Kaiwhakahau at least one calendar month before the date of the Annual General Meeting.

15.3  Ngā Kaiwhakahau shall ensure all members of Te Rōpū Whakahau receive copies of proposed changes no less than 14 days before the Annual General Meeting.

16.  Review Engagement / Audit

16.1  The financial year for Te Rōpū Whakahau shall be from 1 July of one year to 30 June the following year.

16.2  A review engagement or audit of the accounts of Te Rōpū Whakahau shall be undertaken by a registered member of the Institute of Chartered Accountants of New Zealand.

16.3  At the Annual General Meeting a financial statement of Te Rōpū Whakahau accounts that has undergone a review engagement or audit shall be presented by the Kaitiaki Pūtea / treasurer, or in the Kaitiaki Pūtea / treasurer’s absence, by another Ngā Kaiwhakahau member.

17.  Minutes

Minutes of the Annual General Meeting will be recorded and disseminated to the personal, institutional and honorary members.

18.  Common Seal

18.1  The Common Seal of Te Rōpū Whakahau shall be held by the Tumuaki.

18.2  The Common Seal of Te Rōpū Whakahau shall not be fixed to a document, instrument, deed, writing, paper, or other thing unless pursuant to a resolution of Ngā Kaiwhakahau and in the presence of two members of Ngā Kaiwhakahau who shall sign the said document, instrument, deed, writing, paper, or other thing as witnesses. Each fixture of the Common Seal shall require a separate resolution of Ngā Kaiwhakahau.

19.  Liquidation

19.1  Te Rōpū Whakahau may be put into liquidation if the Society, at a general meeting of its members, passes a resolution appointing a liquidator and the resolution is confirmed at a subsequent general meeting called for that purpose and held not earlier then 30 days after the date on which the resolution to be confirmed was passed.

19.2  Upon liquidation, Te Rōpū Whakahau assets, after all outstanding accounts have been paid, shall be transferred to some other organisation having similar objectives to Te Rōpū Whakahau as the members present at the special general meeting shall decide by majority vote.

20.  Indemnity

Every officer or employee of Te Rōpū Whakahau shall be indemnified out of the funds of Te Rōpū Whakahau to pay all costs, losses and expenses which any such officer or employee may incur or become liable for by reason of any contract entered into or act or thing done by them as an officer or employee of Te Rōpū Whakahau or in any way discharging their duty, including travelling expenses, and reasonable out of pocket expenses.