Updated 13 March 2026

Introductory rules

Name

The name of the society is Te Rōpū Whakahau Manatōpū (in this Constitution referred to as the ‘Te Rōpū Whakahau’).

Charitable status

Te Rōpū Whakahau is not and does not intend to be registered as a charitable entity under the Charities Act 2005.

Definitions

In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

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

‘Constitution’ means the rules in this document.

‘Deputy Tumuaki means the Officer elected or appointed to deputise in the absence of the Tumuaki.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Society.

‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.

‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act. 

‘Kaiāwhina’ means the Officer responsible for the matters specifically noted in this Constitution.

‘Matter’ means—

  1. the Te Rōpū Whakahau’s performance of its activities or exercise of its powers; or 
  2. an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by Te Rōpū Whakahau.

‘Member’ means a person who has consented to become a Member of Te Rōpū Whakahau and has been properly admitted to Te Rōpū Whakahau who has not ceased to be a Member of Te Rōpū Whakahau.

‘Ngā Kaiwhakahau’ means the Te Rōpū Whakahau’s governing body.

‘Notice’ to Members includes any notice given by email, post, or courier.

‘Officer’ means a natural person who is:

  • a member of the Ngā Kaiwhakahau, or
  • occupying a position in Te Rōpū Whakahau that allows them to exercise significant influence over the management or administration of Te Rōpū Whakahau, including Tumuaki or Kaitiaki Pūtea.

‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.

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

‘Tumuaki’ means the Officer responsible for chairing General Meetings and committee meetings, and who provides leadership for Te Rōpū Whakahau.

‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

Mission and Vision Statements

Mission

Succeeding as Kaitiaki

Vision

Waiho i te toipoto, kaua i te toiroa

Purposes

The goals of Te Rōpū Whakahau are to:

  • Endorse the inclusion and recognition of Te Tiriti o Waitangi in New Zealand culture, knowledge, information, communications and systems technology work.
  • Support and promote excellence for culture, knowledge, information, communications and systems technology services available to, with and on behalf of Māori clients.
  • 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
  • Support the increase of Māori with formal culture, knowledge, information, communications and systems technology related qualifications.
  • Work in partnership with the Library and Information Association New Zealand Aotearoa: Te Rau Herenga o Aotearoa.

Te Rōpū Whakahau must not operate for the purpose of, or with the effect of—

  • distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of its Members (whether in money or in kind); or
  • having capital that is divided into shares or stock held by its Members; or
  • holding, property in which its members have a disposable interest (whether directly, or in the form of shares or stock in the capital of the society or otherwise).

But Te Rōpū Whakahau will not operate for the financial gain of Members simply if Te Rōpū Whakahau— 

  • engages in trade,
  • pays a Member for matters that are incidental to the purposes of Te Rōpū Whakahau, and the Member is a not-for-profit entity,
  • distributes funds to a Member to further the purposes of Te Rōpū Whakahau, and the Member—
  • is a not-for-profit entity, and
  • is affiliated or closely related to Te Rōpū Whakahau, and
  • has the same, or substantially the same, purposes as those of Te Rōpū Whakahau.
  • reimburses a Member for reasonable expenses legitimately incurred on behalf of Te Rōpū Whakahau or while pursuing Te Rōpū Whakahau purposes,
  • provides benefits to members of the public or of a class of the public and those persons include Members or their families,
  • provides benefits to Members or their families to alleviate hardship,
  • provides educational scholarships or grants to Members or their families,
  • pays a Member a salary or wages or other payments for services to Te Rōpū Whakahau on arm’s length terms (terms reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or are terms less favourable to the Member than those terms and the payment for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of Te Rōpū Whakahau),
  • provides a Member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of Te Rōpū Whakahau.
  • on removal of Te Rōpū Whakahau from the Register of Incorporated Societies having its surplus assets distributed under subpart 5 of Part 5 of the Act to a Member that is a not-for-profit entity.

Act and Regulations

Nothing in this Constitution authorises the Society to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

Registered office

The registered office of Te Rōpū Whakahau shall be at such place in New Zealand as the Ngā Kaiwhakahau from time to time determines.

Changes to the registered office shall be notified to the Registrar of Incorporated Societies—

  • at least 5 working days before the change of address for the registered office is due to take effect, and
  • in a form and as required by the Act.

Contact person

Te Rōpū Whakahau shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.

Te Rōpū Whakahau’s contact person must be: 

  • At least 18 years of age, and
  • Ordinarily resident in New Zealand.

A contact person can be appointed by Ngā Kaiwhakahau or elected by the Members at a General Meeting.

Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including: 

  • a physical address or an electronic address, and
  • a telephone number.

Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or Te Rōpū Whakahau becoming aware of the change.

Members

Minimum number of members

The Te Rōpū Whakahau shall maintain the minimum number of Members required by the Act.

Types of members

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. 

The classes of membership are as follows:

  • 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 Annual General Meeting.
  • Personal – New Members
    These are people who qualify for Personal membership and are joining Te Rōpū Whakahau for the first time.
  • Associate Members
    Any individual, group or institution who is interested in Te Rōpū Whakahau.
  • Institutional Members
    Any Māori group, Māori organisation, or Māori Institution who is interested in Te Rōpū Whakahau, Mātauranga Māori and/or Information. Institutional members can attend and vote at the AGM.
  • 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).
  • 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.
  • 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.
  • 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.
  • Honorary Member

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. Honorary membership is capped at ten (10)

Becoming a member: consent

Every applicant for membership must consent in writing to becoming a Member.

Becoming a member: process

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. 

Ngā Kaiwhakahau may accept or decline an application for membership at its sole discretion. Ngā Kaiwhakahau must advise the applicant of its decision.

The signed written consent of every Member to become a Te Rōpū Whakahau Member shall be retained in Te Rōpū Whakahau’s membership records.

Members’ obligations and rights

Every Member shall provide Te Rōpū Whakahau in writing with that Member’s name and contact details (namely, physical or email address and a telephone number) and advise Te Rōpū Whakahau in writing of any changes to those details.

  • All Members shall promote the interests and purposes of Te Rōpū Whakahau and shall do nothing to bring Te Rōpū Whakahau into disrepute.
  • A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using Te Rōpū Whakahau’s, facilities, equipment and other property, and participating in Te Rōpū Whakahau activities) if all subscriptions and any other fees have been paid to Te Rōpū Whakahau by their respective due dates, but no Member is liable for an obligation of Te Rōpū Whakahau by reason only of being a Member.
  • Ngā Kaiwhakahau may decide what access or use Members may have of facilities, equipment or other property owned, occupied or otherwise used by Te Rōpū Whakahau, and to participate in Te Rōpū Whakahau activities, including any conditions of and fees for such access, use or involvement.

Subscriptions and fees

SUB 1 – PERSONAL (Individual of Māori descent entitled to attend and one vote at AGM)

  1. Personal (NEW) – $50.00 ($57.50 incl GST)
  2. Personal – $100 ($115 incl GST)
  3. Student – $25.00 ($28.75 incl GST)
  4. Retired – $75.00 ($86.25 incl GST)
  5. Sustaining – $50.00 ($57.50 incl GST)
  6. International – $75.00 ($86.25 incl GST)

SUB 2 – INSTITUTIONAL (Māori group, organisation or institution entitled to attend and one vote at AGM)

  1. Institutional – $220.00 ($253.00 incl GST)
  2. International – $165.00 ($189.75incl GST)

SUB 3 – ASSOCIATE (Any individual, group or institution. No votes at AGM)

  1. Associate – $100.00 ($115 incl GST)
  2. Student – $25.00 ($28.75 incl GST)
  3. Retired – $75.00 ($86.25 incl GST)
  4. Sustaining – $50.00 ($57.50 incl GST)
  5. International – $75.00 ($86.25 incl GST)

Ceasing to be a member

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.

A Member ceases to be a member on termination of a Member’s membership following a dispute resolution process under this Constitution.

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

At a General Meeting personal members have the power to expel members by simple majority vote for behaviour which is considered to have seriously discredited Te Rōpū Whakahau.

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.

General meetings

Procedures for all general meetings

Notice of any General Meeting shall be given in writing by an Officer of Ngā Kaiwhakahau to all Members at least 20 Working Days’ prior to the meeting.

The quorum at a General Meeting for Te Rōpū Whakahau shall be 20 Members who are entitled to vote in person or by proxy. 

All personal, institutional and honorary Members shall be entitled to attend any General Meeting and cast one vote each.

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

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

Any Member wishing to vote at a General Meeting, but unable to attend, shall be able to record proxy votes by authorising in writing another Member to vote on their behalf which shall be handed to a member of Ngā Kaiwhakahau before the meeting. 

  1. There shall be no limit on the number of proxies a Member may carry.
  2. Proxy votes must be submitted on or before the day of the General Meeting.
  3. Late proxy votes will not be accepted.

Minutes

Te Rōpū Whakahau must keep minutes of all General Meetings.

Annual General Meetings: when they will be held

An Annual General Meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by Ngā Kaiwhakahau and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.

The Annual General Meeting must be held no later than the earlier of the following—

  • 6 months after the balance date of the Society
  • 15 months after the previous annual meeting.

Annual General Meetings: business

The business of an Annual General Meeting shall be to—

  • confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
  • adopt the annual report on the operations and affairs of Te Rōpū Whakahau,
  • adopt the Ngā Kaiwhakahau’s report on the finances of Te Rōpū Whakahau, and the annual financial statements,
  • set any subscriptions for the current financial year,
  • consider any motions of which prior notice has been given to Members with notice of the Meeting, and
  • consider any general business.

Ngā Kaiwhakahau must, at each Annual General Meeting, present the following information—

  • an annual report on the operation and affairs of Te Rōpū Whakahau during the most recently completed accounting period,
  • the annual financial statements for that period, and
  • notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

Special General Meetings

Special General Meetings may be called at any time by Ngā Kaiwhakahau by resolution.

Ngā Kaiwhakahau must call a Special General Meeting if it receives a written request signed by at least 25 percent of Members.

Any resolution or written request must state the business that the Special General Meeting is to deal with.

The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in Ngā Kaiwhakahau’s resolution or the written request by Members for the Meeting.

Ngā Kaiwhakahau

Ngā Kaiwhakahau composition

The Committee will consist of at least 3 Officers and a maximum of 10 Officers.

A majority of the Officers on Ngā Kaiwhakahau must be Members of Te Rōpū Whakahau.

Functions of Ngā Kaiwhakahau

From the end of each Annual General Meeting until the end of the next, Te Rōpū Whakahau shall be managed by, or under the direction or supervision of, Ngā Kaiwhakahau, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.

Powers of the committee

Ngā Kaiwhakahau has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of Te Rōpū Whakahau, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.

General matters: committees

Ngā Kaiwhakahau and may act by resolution approved during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post, and any such resolution shall be recorded in the minutes of the next Ngā Kaiwhakahau meeting.

Other than as prescribed by the Act or this Constitution, Ngā Kaiwhakahau may regulate its proceedings as it thinks fit.

Ngā Kaiwhakahau meetings

Procedure

The quorum for Ngā Kaiwhakahau meetings is at least half the number of members of Ngā Kaiwhakahau.

A meeting of Ngā Kaiwhakahau may be held either— 

  1. by a number of the members of Ngā Kaiwhakahau who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
  2. by means of audio, or audio and visual, communication by which all members of Ngā Kaiwhakahau participating and constituting a quorum can simultaneously hear each other throughout the meeting.

A resolution of Ngā Kaiwhakahau is passed at any meeting of Ngā Kaiwhakahau if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Committee shall have one vote.

The members of Ngā Kaiwhakahau shall elect one of their number as Tumuaki of Ngā Kaiwhakahau. If at a meeting of Ngā Kaiwhakahau, the Tumuaki is not present, the members of Ngā Kaiwhakahau present may choose one of their number to be chairperson of the meeting. The Tumuaki does have a casting vote in the event of a tied vote on any resolution of the Ngā Kaiwhakahau.

Except as otherwise provided in this Constitution, Ngā Kaiwhakahau may regulate its own procedure.

Frequency

Ngā Kaiwhakahau shall meet at least monthly (but need only meet once in the December-January period) at such times and places and in such manner (including by audio, audio and visual, or electronic communication) as it may determine and otherwise where and as convened by the Tumuaki or Kaiāwhina.

The Kaiāwhina, or other Ngā Kaiwhakahau member nominated by Ngā Kaiwhakahau, shall give to all Ngā Kaiwhakahau members not less than 5 Working Days’ notice of Ngā Kaiwhakahau meetings, but in cases of urgency a shorter period of notice shall suffice.

Officers

Qualifications of officers

Every Officer must be a natural person who —

  • has consented in writing to be an officer of Te Rōpū Whakahau, and
  • certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of Te Rōpū Whakahau.

Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of Te Rōpū Whakahau, namely—

  1. A person who is under 16 years of age.
  2. A person who is an undischarged bankrupt.
  3. A person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or the Takeovers Act 1993, or any other similar legislation.
  4. A person who is disqualified from being a member of the governing body of a charitable entity under section 36C of the Charities Act 2005
  5. A person who has been convicted of any of the following, and has been sentenced for the offence, within the last 7 years—
    1. an offence under subpart 6 of Part 4 of the Act
    2. a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961)
    3. an offence under section 143B of the Tax Administration Act 1994
    4. an offence under section 22(2) of the Act
    5. an offence, in a country other than New Zealand, that is substantially similar to an offence specified in subparagraphs (1) to (3)
    6. a money laundering offence or an offence relating to the financing of terrorism, whether in New Zealand or elsewhere
  6. A person subject to:
    1. a banning order under subpart 7 of Part 4 of the Act, or
    2. an order under section 108 of the Credit Contracts and Consumer Finance Act 2003, or
    3. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or
    4. a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act.
  7. A person who is subject to an order that is substantially similar to an order referred to in the previous paragraph under a law of a country, State, or territory outside New Zealand that is a country, State, or territory prescribed by the regulations (if any) of the Act.
  8. A person who does not comply with any qualifications for officers contained in this Constitution.

Prior to election or appointment as an Officer a person must— 

  • consent in writing to be an Officer, and
  • certify in writing that they are not disqualified from being elected or appointed as an Officer either by this Constitution or the Act.

Note that only a natural person may be an Officer and each certificate shall be retained in Te Rōpū Whakahau’s records.

Officers’ duties

At all times each Officer:

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

Election or appointment of officers

The election of Officers shall be conducted as follows.

  1. Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of Ngā Kaiwhakahau (and any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above). Any such appointment must be ratified at the next Annual General Meeting.
  2. A candidate’s written nomination, accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above) shall be received by Te Rōpū Whakahau at least 5 Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.
  3. Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming Ngā Kaiwhakahau (excluding those in respect of whom the votes are tied).
  4. Two Members (who are not nominees) or non-Members appointed by the Tumuaki shall act as scrutineers for the counting of the votes and destruction of any voting papers.
  5. The failure for any reason of any financial Member to receive such Notice of the general meeting shall not invalidate the election.
  6. In addition to Officers elected under the foregoing provisions of this rule, Ngā Kaiwhakahau may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by Ngā Kaiwhakahau any person so appointed shall have full speaking and voting rights as an Officer of Te Rōpū Whakahau. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).

Term

The term of office for all Officers elected to Ngā Kaiwhakahau shall be 4 year(s), expiring at the end of the Annual General Meeting in the year corresponding with the last year of each Officer’s term of office.

  • No Officer shall serve for more than 4 consecutive terms.
  • No Tumuaki shall serve for more than 4 consecutive years as Tumuaki.

Removal of officers

An Officer shall be removed as an Officer by resolution of Ngā Kaiwhakahau or Te Rōpū Whakahau where in the opinion of Ngā Kaiwhakahau or Te Rōpū Whakahau —

  • The Officer elected to Ngā Kaiwhakahau has been absent from 5 committee meetings without leave of absence from Ngā Kaiwhakahau.
  • The Officer has brought Te Rōpū Whakahau into disrepute.
  • The Officer has failed to disclose a conflict of interest.
  • Ngā Kaiwhakahau passes a vote of no confidence in the Officer.

with effect from (as applicable) the date specified in a resolution of Ngā Kaiwhakahau or Te Rōpū Whakahau.

Ceasing to hold office

An Officer ceases to hold office when they resign (by notice in writing to Ngā Kaiwhakahau), are removed, die, or otherwise vacate office in accordance with section 50(1) of the Act.

Each Officer shall within 20 Working Days of submitting a resignation or ceasing to hold office, deliver to Ngā Kaiwhakahau all books, papers and other property of Te Rōpū Whakahau held by such former Officer.

Conflicts of interest

An Officer who is an Interested Member in respect of any Matter being considered by Te Rōpū Whakahau, must disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified)—

  1. to Ngā Kaiwhakahau, and
  2. in an Interests Register kept by Ngā Kaiwhakahau.


Disclosure must be made as soon as practicable after the Officer becomes aware that they are interested in the Matter.

An Officer who is an Interested Member regarding a Matter—

  1. must not vote or take part in the decision of Ngā Kaiwhakahau relating to the Matter unless all members of Ngā Kaiwhakahau who are not interested in the Matter consent; and
  2. must not sign any document relating to the entry into a transaction or the initiation of the Matter unless all members of Ngā Kaiwhakahau who are not interested in the Matter consent; but
  3. may take part in any discussion of Ngā Kaiwhakahau relating to the Matter and be present at the time of the decision of Ngā Kaiwhakahau (unless Ngā Kaiwhakahau decides otherwise).


However, an Officer who is prevented from voting on a Matter may still be counted for the purpose of determining whether there is a quorum at any meeting at which the Matter is considered.

Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter, unless all non-interested Officers agree otherwise.

Records

Register of Members

Te Rōpū Whakahau shall keep an up-to-date Register of Members.

For each current Member, the information contained in the Register of Members shall include —

  • Their name, and
  • The date on which they became a Member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), and
  • Their contact details, including —
    • A physical address or an electronic address, and
    • A telephone number.

The register will also include each Member’s —

  • postal address
  • email address (if any)
  • occupation

Every current Member shall promptly advise Te Rōpū Whakahau of any change of the Member’s contact details.

 Te Rōpū Whakahau shall also keep a record of the former Members of Te Rōpū Whakahau. For each Member who ceased to be a Member within the previous 7 years, the Society will record:

  • The former Member’s name, and
  • The date the former Member ceased to be a Member.

Interests Register

Ngā Kaiwhakahau shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.

Access to information for members

A Member may at any time make a written request to Te Rōpū Whakahau for information held by Te Rōpū Whakahau.

The request must specify the information sought in sufficient detail to enable the information to be identified.

Te Rōpū Whakahau must, within a reasonable time after receiving a request —

  1. agree to provide the information within a specified period, or
  2. refuse to provide the information, specifying the reasons for the refusal.


Without limiting the reasons for which Te Rōpū Whakahau may refuse to provide the information, Te Rōpū Whakahau may refuse to provide the information if —

  1. withholding the information is necessary to protect the privacy of natural persons, including that of deceased natural persons, or
  2. the disclosure of the information would, or would be likely to, prejudice the commercial position of Te Rōpū Whakahau or of any of its Members, or
  3. the disclosure of the information would, or would be likely to, prejudice the financial or commercial position of any other person, whether or not that person supplied the information to Te Rōpū Whakahau, or
  4. the information is not relevant to the operation or affairs of the society, or
  5. withholding the information is necessary to maintain legal professional privilege, or
  6. the disclosure of the information would, or would be likely to, breach an enactment, or
  7. the burden to Te Rōpū Whakahau in responding to the request is substantially disproportionate to any benefit that the Member (or any other person) will or may receive from the disclosure of the information, or
  8. the request for the information is frivolous or vexatious, or
  9. the request seeks information about a dispute or complaint which is or has been the subject of the procedures for resolving such matters under this Constitution and the Act.


Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020 relating to access to personal information.

Finances

Control and management

The funds and property of Te Rōpū Whakahau shall be—

  • controlled, invested and disposed of by Ngā Kaiwhakahau, subject to this Constitution, and
  • devoted solely to the promotion of the purposes of Te Rōpū Whakahau.

Ngā Kaiwhakahau shall maintain bank accounts in the name of Te Rōpū Whakahau.

All money received on account of Te Rōpū Whakahau shall be banked within 10 Working Days of receipt.

All accounts paid or for payment shall be submitted to Ngā Kaiwhakahau for approval of payment.

Ngā Kaiwhakahau must ensure that there are kept at all times accounting records that—

  1. correctly record the transactions of Te Rōpū Whakahau, and
  2. allow Te Rōpū Whakahau to produce financial statements that comply with the requirements of the Act, and
  3. would enable the financial statements to be readily and properly audited (if required under any legislation or Te Rōpū Whakahau’s Constitution).

Ngā Kaiwhakahau must establish and maintain a satisfactory system of control of Te Rōpū Whakahau’s accounting records.

The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of Te Rōpū Whakahau.

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.

Balance date

Te Rōpū Whakahau’s financial year shall commence on 01/07 of each year and end on 30/06 (the latter date being Te Rōpū Whakahau’s balance date).

Dispute resolution

Meanings of dispute and complaint

A dispute is a disagreement or conflict involving Te Rōpū Whakahau and/or its Members in relation to specific allegations set out below.

The disagreement or conflict may be between any of the following persons—

  1. 2 or more Members
  2. 1 or more Members and Te Rōpū Whakahau
  3. 1 or more Members and 1 or more Officers
  4. 2 or more Officers
  5. 1 or more Officers and Te Rōpū Whakahau
  6. 1 or more Members or Officers and Te Rōpū Whakahau.

The disagreement or conflict relates to any of the following allegations—

  1. a Member or an Officer has engaged in misconduct
  2. a Member or an Officer has breached, or is likely to breach, a duty under the Society’s Constitution or bylaws or the Act
  3. Te Rōpū Whakahau has breached, or is likely to breach, a duty under the  Constitution or bylaws or the Act
  4. a Member’s rights or interests as a Member have been damaged or Member’s rights or interests generally have been damaged.

A Member or an Officer may make a complaint by giving to Ngā Kaiwhakahau a notice in writing that—

  1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with Te Rōpū Whakahau’s Constitution; and
  2. sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and
  3. sets out any other information or allegations reasonably required by Te Rōpū Whakahau.

Te Rōpū Whakahau may make a complaint involving an allegation against a Member or an Officer by giving to the Member or Officer a notice in writing that—

  1. states that Te Rōpū Whakahau is starting a procedure for resolving a dispute in accordance with the Te Rōpū Whakahau’s Constitution; and
  2. sets out the allegation to which the dispute relates.

The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.

A complaint may be made in any other reasonable manner permitted by the Te Rōpū Whakahau’s Constitution.

All Members (including Ngā Kaiwhakahau) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to Te Rōpū Whakahau’s activities.

The complainant raising a dispute, and Ngā Kaiwhakahau, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

How complaint is made

  1. A Member or an Officer may make a complaint by giving to Ngā Kaiwhakahau a notice in writing that—
    1. states that the Member or Officer is starting a procedure for resolving a dispute in accordance with Te Rōpū Whakahau’s Constitution; and
    2. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and
    3. sets out any other information reasonably required by Te Rōpū Whakahau.
  2. Te Rōpū Whakahau may make a complaint involving an allegation or allegations against a Member or an Officer by giving to the Member or Officer a notice in writing that— 
  1. states that Te Rōpū Whakahau is starting a procedure for resolving a dispute in accordance with Te Rōpū Whakahau’s Constitution; and
  2. sets out the allegation to which the dispute relates.
  1. The information given under subclause (1b.) or (2b.) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.
  2. A complaint may be made in any other reasonable manner permitted by Te Rōpū Whakahau’s Constitution.

Person who makes complaint has right to be heard

  1. A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
  2. If Te Rōpū Whakahau makes a complaint—
    1. the Te Rōpū Whakahau has a right to be heard before the complaint is resolved or any outcome is determined; and
    2. an Officer may exercise that right on behalf of the Te Rōpū Whakahau.
  3. Without limiting the manner in which the Member, Officer, or Te Rōpū Whakahau may be given the right to be heard, they must be taken to have been given the right if— 
  1. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
  2. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
  3. an oral hearing (if any) is held before the decision maker; and
  4. the Member’s, Officer’s, or Te Rōpū Whakahau’s written or verbal statement or submissions (if any) are considered by the decision maker.

Person who is subject of complaint has right to be heard

  1. This clause applies if a complaint involves an allegation that a Member, an Officer, or Te Rōpū Whakahau (the ‘respondent’)—
    1. has engaged in misconduct; or
    2. has breached, or is likely to breach, a duty under the Te Rōpū Whakahau’s Constitution or bylaws or this Act; or
    3. has damaged the rights or interests of a Member or the rights or interests of Members generally. 
  2. The respondent has a right to be heard before the complaint is resolved or any outcome is determined. 
  3. If the respondent is Te Rōpū Whakahau, an Officer may exercise the right on behalf of Te Rōpū Whakahau. 
  4. Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if— 
  1.  the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and
  2.  the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
  3.  an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
  4.  an oral hearing (if any) is held before the decision maker; and
  5.  the respondent’s written statement or submissions (if any) are considered by the decision maker. 

Investigating and determining dispute

  1. The Society must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.
  2. Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Act.

Society may decide not to proceed further with complaint

Despite the ‘Investigating and determining dispute’ rule above, Te Rōpū Whakahau may decide not to proceed further with a complaint if—

  1. the complaint is considered to be trivial; or
  2. the complaint does not appear to disclose or involve any allegation of the following kind:
    1. that a Member or an Officer has engaged in material misconduct:
    2. that a Member, an Officer, or Te Rōpū Whakahau has materially breached, or is likely to materially breach, a duty under Te Rōpū Whakahau’s Constitution or bylaws or the Act:
    3. that a Member’s rights or interests or Members’ rights or interests generally have been materially damaged:
  3. the complaint appears to be without foundation or there is no apparent evidence to support it; or
  4. the person who makes the complaint has an insignificant interest in the matter; or
  5. the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or
  6. there has been an undue delay in making the complaint.

Society may refer complaint

  1. Te Rōpū Whakahau may refer a complaint to—
    1. an external person to investigate and report; or
    2. an arbitral tribunal, or an external person to investigate and make a decision.
  2. Te Rōpū Whakahau may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

Decision makers

A person may not act as a decision maker in relation to a complaint if 2 or more members of Ngā Kaiwhakahau consider that there are reasonable grounds to believe that the person may not be—

  1. impartial; or
  2. able to consider the matter without a predetermined view.

Liquidation and removal from the register

Resolving to put society into liquidation

Te Rōpū Whakahau may be liquidated in accordance with the provisions of Part 5 of the Act.

Ngā Kaiwhakahau shall give 30 Working Days written Notice to all Members of the proposed resolution to put Te Rōpū Whakahau into liquidation.

Ngā Kaiwhakahau shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.

Any resolution to put Te Rōpū Whakahau into liquidation must be passed by a simple majority of all Members present and voting.

Resolving to apply for removal from the register

Te Rōpū Whakahau may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.

Ngā Kaiwhakahau shall give 30 Working Days written Notice to all Members of the proposed resolution to remove Te Rōpū Whakahau from the Register of Incorporated Societies.

Ngā Kaiwhakahau shall also give written Notice to all Members of the General Meeting at which any such proposed resolution is to be considered. The Notice shall include all information as required by section 228(4) of the Act.

Any resolution to remove Te Rōpū Whakahau from the Register of Incorporated Societies must be passed by a simple majority of all Members present and voting.

Surplus assets

If Te Rōpū Whakahau is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any Member.

On the liquidation or removal from the Register of Incorporated Societies of Te Rōpū Whakahau, its surplus assets — after payment of all debts, costs and liabilities — shall be vested in (name of a non-profit organisation).

However, in any resolution under this rule, Te Rōpū Whakahau may approve a different distribution to a different not-for-profit entity from that specified above, so long as Te Rōpū Whakahau complies with this Constitution and the Act in all other respects.

Alterations to the constitution

Amending this constitution

All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as outlined in section 31 of the Act.

Te Rōpū Whakahau may amend or replace this Constitution at a General Meeting by a resolution passed by a simple majority of those Members present and voting.

That amendment could be approved by a resolution passed in lieu of a meeting but only if allowed by this Constitution.

Any proposed resolution to amend or replace this Constitution shall be signed by at least 50 per cent of eligible Members and given in writing to the Ngā Kaiwhakahau at least 20 Working Days before the General Meeting at which the resolution is to be considered and accompanied by a written explanation of the reasons for the proposal.

At least 10 Working Days before the General Meeting at which any amendment is to be considered Ngā Kaiwhakahau shall give to all Members notice of the proposed resolution, the reasons for the proposal, and any recommendations Ngā Kaiwhakahau has.

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

Other

Common seal

Te Rōpū Whakahau will have a common seal that must be kept in the custody of the Tumuaki. 

The common seal may be affixed to any document:

  1. by resolution of Ngā Kaiwhakahau, and must be countersigned by 2 Officers or
  2. by such other means as Ngā Kaiwhakahau may resolve from time to time

Bylaws

Ngā Kaiwhakahau from time to time may make and amend bylaws, and policies for the conduct and control of Te Rōpū Whakahau activities and codes of conduct applicable to Members, but no such bylaws, policies or codes of conduct applicable to Members shall be inconsistent with this Constitution, the Act, regulations made under the Act, or any other legislation.

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.