RULES OF THE NZ MOTOR INDUSTRY TRAINING ORGANISATION (INC)
A MENDED 16 NOVEMB ER 2012
RULE 1: NAME
1.1
The name of the society is the “NZ Motor Industry Training Organisation (lnc)”. The shortened name
is “MITO”.
RULE 2: MISSION
2.1
MITO improves the productivity and performance of the industry groups we serve by identifying and
meeting their current and future skill development needs to international standards.
RULE 3: OBJECTS
3.1
MITO is recognised under the Industry Training Act 1992 as the Industry Training Organisation for
the motor, industrial textile fabrication, road transport, passenger services, warehousing and logistics,
ports and stevedoring, extractive, gas, drilling, galvanising, petrochemical, energy and chemical plant,
blaster coating and resource recovery industries (“the Industry”). In accordance with this legislation,
MITO is established for the purpose of adding value to New Zealand’s tertiary education system and
the specific industry groups we serve by delivering cost-effective services along the industry training
value chain.
3.2
MITO’s specific objects are:
3.2.1
To identify the current and future skill needs of the industry groups we serve as part of
a strategic planning cycle undertaken in partnership with our stakeholders
3.2.2
To develop effective Strategic Training Plans that meet industry skill needs in a way that
ensures our stakeholders are committed to their successful implementation
3.2.3
To implement Strategic Training Plans in partnership with our stakeholders in a manner
that ensures we achieve our shared objectives, regularly reviewing and updating our plans
as needs and circumstances change
3.2.4
To establish skill standards by developing and quality assuring nationally recognised
qualifications that are benchmarked against internationally respected industry standards
3.2.5
To promote industry training in a manner that attracts high-quality people to the workforce
and builds the capability of that workforce to meet current and future industry needs
3.2.6
To facilitate education and training delivery through customised arrangements to consistent
quality standards that enable our learners to achieve their learning goals
3.2.7
To assess trainee competency through appropriate and relevant assessment processes
that meet standards consistent with awarding national qualifications.
3.3
MITO may engage in all activities that further or promote its objects including:
3.3.1
Providing effective organisational leadership, with governance and management
arrangements that reflect our commitment to being a good employer, and effective planning
and decision making that ensures our financial health and meets our stakeholders’ needs
3.3.2
Developing organisational capability through our people, systems, processes, infrastructure
and partnerships
3.3.3
Borrowing, raising or securing the payment of money for the purposes of MITO in such
amounts and on such terms as MITO may think fit and in particular by the issue of
mortgages, charges or other securities charged upon all or any of the real or personal
property of MITO and to purchase, redeem or payoff any such securities
3.3.4
Employing the profits of the operations of MITO to furthering the objects of MITO in
accordance with these Rules
3.3.5
Doing all such lawful acts and things as are incidental or conducive to the attainment of
MITO’s objects.
RULE 4: MEMBERSHIP
4.1
There shall be two (2) categories of membership as follows:
4.1.1
Contributing Membership
Contributing membership shall be available to those industrial unions of workers and
associations of employers which represent in whole or part the interests of the Industry in
New Zealand. All Members in this category have voting rights.
4.1.2
Subscribing Membership
Subscribing membership shall be available to those limited liability companies, corporations,
professional bodies, sole traders, tertiary education organisations and individuals which
have an interest in the Industry. This membership category does not have voting rights.
4.2
All Members must comply with the Rules of MITO and any of its policies and procedures.
4.3
The title of Honorary Associate may be conferred on any person in recognition of outstanding services
rendered to MITO. An Honorary Associate shall be nominated only by the Board and shall be elected
only at an Annual General Meeting of MITO. Honorary Associates do not have voting rights.
RULE 5: APPLICATION FOR AND ELECTION TO MEMBERSHIP
5.1
Application for membership of MITO shall be made on the prescribed form to the Chief Executive
of MITO.
5.2
The Chief Executive shall submit all applications to the Board at the next Board Meeting. The Board
shall be empowered to accept or decline any application at its sole discretion and in doing so shall
take into account Section 7 of the Industry Training Act 1992. The Board may, but is in no case
obliged to, give any reason for the rejection of an applicant.
5.3
Any applicant declined under Rule 5.2 may, by notice in writing to MITO received no later than fourteen
(14) days after the decision of the Board, request a review of the Board’s decision at the next Annual
General Meeting of MITO. The decision of the Annual General Meeting shall be final and the Board
is not obliged to give any reason for its decision.
5.4
The rights and privileges of every Member of MITO shall be personal to that Member and shall not
be transferable either by the Member’s own act or by operation of law.
RULE 6: TERMINATION OF MEMBERSHIP
6.1
Any Member may, at any time, resign from MITO by giving notice in writing to the Secretary, provided
that such Member shall be liable for and required to pay any subscription or other payment which
may be due from the Member and is unpaid at the time of resignation.
6.2
The membership of any Contributing Member or Subscribing Member who has failed to pay their
annual subscription within 20 days of it falling due may be terminated by the Board, provided that
such Member shall be liable for and required to pay any payment which may be due from the Member
and is unpaid at the time of termination.
6.3
The Board may terminate the membership of any Member who, in its opinion, has failed to observe
these Rules or any Rule or regulation made pursuant to these Rules or whose conduct in any respect
has been derogatory to the character or prejudicial to the interests of MITO.
6.4
If the membership of any Member has been terminated in accordance with Rule 6.2 or 6.3 above
that Member may, within fourteen (14) days of termination, require the Secretary to call a Special
General Meeting to review the Member’s termination. The decision of the Contributing Members
at the Special General Meeting shall be final.
RULE 7: SUBSCRIPTIONS
7.1
The annual subscription payable by Contributing Members and Subscribing Members shall be set
by the Board and shall be subject to approval by Contributing Members at an Annual or Special
General Meeting. For the avoidance of doubt subscription rates may vary between Members within
each category of membership at the discretion of the Board.
7.2
All annual subscriptions shall be due and payable for each calendar year on or before 20 March in
every year.
7.3
That until a change in subscriptions is approved at an Annual or Special General Meeting the
subscription already fixed shall remain in force.
7.4
New Contributing and Subscribing Members shall pay their subscriptions, on a pro-rata basis,
immediately upon the Board’s acceptance of their application for membership.
RULE 8: STRUCTURE AND ADMINISTRATION
8.1
The affairs of the business, administration and management of MITO shall be vested in the Board.
The Board shall have no power of sale, merger, amalgamation or any other form of disposal of the
business, undertaking or assets of MITO without obtaining the prior approval of a majority of
Contributing Members.
8.2
The Board shall consist of:
(a)
One representative from at least three (3) and up to six (6) of the following entities so
long as they are and remain a Contributing Member:
•
•
•
•
•
•
Motor Trade Association;
Motor Industry Association;
New Zealand Collision Repair Association;
Outdoor Fabric Products Association of New Zealand;
Road Transport Forum NZ; and
Bus and Coach Association New Zealand.
(b)
One representative from the Institute of Quarrying New Zealand and one representative
from the Aggregate and Quarry Association of New Zealand so long as they become and
remain Contributing Members;
(c)
One representative from the New Zealand Amalgamated Engineering, Printing and
Manufacturing Union; and
(d)
Two (2) independent persons appointed by Board Members in accordance with subclauses 8.2 (a), 8.2 (b) and 8.2 (c).
8.3
Contributing Members identified in Rule 8.2 above shall notify the Secretary in writing of the
representative they will be appointing to the Board by 28 February in every year and of any changes
to that appointment as and when necessary provided that where a Board Member has been removed
in accordance with Rule 10.5, such person shall not be eligible for reappointment to the Board.
8.4
The Board shall appoint one of the two independent persons to be Chairperson of the Board and
may appoint one other Member of the Board to be Deputy Chairperson of the Board.
8.5
The Board shall appoint a person to be the Chief Executive of MITO. The Chief Executive will be
directly responsible to and under the control of the Board for the general and financial administration
of MITO and shall have such duties and responsibilities as set by the Board.
8.6
The Chief Executive shall be appointed as Secretary of the Board but shall not be allowed to vote.
8.7
The Secretary shall keep a register of all Members at the registered office of MITO. Members shall
notify the Secretary of any change of name or change of address of the Member. The register shall
be open to inspection during normal office hours by any Member of MITO. The register shall be
conclusive evidence as to all matters relating to membership.
8.8
The Secretary shall give notice of meetings, keep minutes of meetings and keep all records including
financial records of MITO. Subject to law, the Secretary shall upon request at any time by a Contributing
Member, provide reasonable access to all information and records including financial records of MITO.
8.9
The Board may, at any time, review the make-up of the Board having regard to all relevant matters,
including MITO training volumes, the MITO membership base and general governance best practice.
Any recommendation of the Board arising from such a review may be put to the Contributing Members
at a General Meeting as a resolution to amend these Rules as they relate to the appointment of
Board Members. Nothing in this Rule shall limit any right or power that the Board has.
RULE 9: THE BOARD
9.1
The Board shall meet as and when required to carry out the business of MITO. Not less than fourteen
(14) days notice in writing of each meeting of the Board shall be given by the Secretary to each
Board Member, including on the notice of meeting an indication of the business to be tabled before
such meeting.
9.2
Meetings of the Board may be called by:
(a)
the Chairperson or in his or her absence, the Deputy Chairperson; or
(b)
the Chief Executive when requested to do so by not less than three Members of the
Board.
9.3
A majority of the Board, including the Chairperson or Deputy Chairperson shall constitute a quorum
of the Board for the transaction of business.
9.4
The Board shall take all such steps as are necessary to further the objects of MITO and shall do all
such other things as are provided for under the Rules.
9.5
At all meetings of the Board, each Member shall have one vote. The Chairperson of the Board (or
in his or her absence, the Deputy Chairperson) shall have a casting vote in the event of an equality
of votes.
9.6
If, in relation to any motion to be voted on by the Board, any Board Member is a party to, or will or
may derive a material financial benefit from any financial transaction that would follow from the
motion, that Board Member is deemed to have a material interest in the transaction and must declare
that interest to the other Board Members on the Board prior to any vote on the motion. The noninterested Board Members must then decide in their absolute discretion (but having regard to the
no Member benefits in Rule 16.9) whether or not to exclude the interested Board Member from the
vote on the motion in which he or she is interested. Any declaration of interest must be recorded
in the minutes of any meeting.
9.7
Any meeting of the Board may be held by the Board Members who constitute a quorum, being
assembled together at the place, date and time appointed for the meeting or by means of audio, or
audio and visual, communication by which all Board Members participating and constituting a quorum
can simultaneously hear each other throughout the meeting.
RULE 10: BOARD MEMBERS
10.1
If, through early retirement or any other cause, the number of representative Contributing Members
on the Board falls below three (3), the Board shall with urgency request that a replacement Board
Member is appointed in accordance with the provisions of Rule 8.2. The Board shall still have power
to act until a substitute Board Member or Board Members are appointed under this Rule.
10.2
MITO may pay Board Members’ fees provided that the exemptions from Income Tax in Section CB
4(1)(c) and (e) of the Income Tax Act 1994 are not infringed.
10.3
The Board Members shall perform their obligations to a professional and competent corporate
standard.
10.4
No person may hold office as a Board Member of MITO if that person:
(a)
is under 18 years of age;
(b)
is an undischarged bankrupt;
(c)
is convicted of any crime involving dishonesty as defined in section 2(1) of the Crimes
Act 1961;
(d)
is subject to a property order made under section 30 of the Protection of Personal and
Property Rights Act 1988;
(e)
is a person who is prohibited from being a director or promoter of or being concerned
or taking part in the management of a company under section 382 or section 383 or
section 385 of the Companies Act 1993.
10.5
If the Board decides in its absolute discretion that the conduct of any particular Board Member has
been derogatory to the character of or prejudicial to the interests of MITO, then the remaining Board
Members may by way of unanimous vote remove that Board Member from the Board.
10.6
If a Board Member has been removed from the Board in accordance with Rule 10.5, then that Board
Member may within fourteen (14) days of his or her removal, require the Secretary to call a Special
General Meeting to review the Board Member’s removal from the Board. The decision of the
Contributing Members at the Special General Meeting shall be final.
10.7
The two Board Members appointed by the Institute of Quarrying New Zealand and the Aggregate
and Quarry Association of New Zealand under Rule 8.2(b) (the EXITO Board Members) shall hold
office until the Annual General Meeting to be held between 1 January 2014 and 30 April 2014. If
for any reason one or both EXITO Board Members resigns or is removed as a Board Member, under
Rule 10.5 the Institute of Quarrying New Zealand or the Aggregate and Quarry Association of New
Zealand (as the case may be) shall have the power to appoint a replacement until the AGM referred
to above.
RULE 11: COMMITTEES
11.1
The Board shall have the power to appoint Committees consisting of Board Members for such
purposes as it shall see fit and to delegate to such Committees such power and authority as the
Board shall deem advisable.
RULE 12: MEETING OF MEMBERS
12.1
An Annual General Meeting of MITO shall be held no later than 30 April in each year at such time
and place as the Board may determine. The Secretary shall give each Member at least twenty-eight
(28) days notice in writing of the meeting.
12.2
Those entitled to attend an Annual General Meeting shall be:
12.3
(a)
The Members of the Board; and
(b)
Representatives appointed by Contributing Members limited to one representative and
up to three observers for each such Member; and
(c)
Representatives appointed by Subscribing Members limited to one representative and up
to three observers for each such Member; and
(d)
Such other persons as the Board may from time to time determine.
Each Contributing Member shall notify MITO in writing not less than fourteen (14) days prior to the
date fixed for the Annual General Meeting of the name of the representative who has been appointed
to represent that Member at the Annual General Meeting.
12.4
Special General Meetings may be called:
(a)
at the request of the Chairperson or in his or her absence, the Deputy Chairperson of the
Board; or
(b)
upon the written request of not less than two (2) Members of the Board, or
(c)
upon the written request of not less than three (3) Contributing Members.
The Secretary shall give at least fourteen (14) days written notice of the meeting to each Member
within seven (7) days of receipt of the request. Such notice of meeting must include details of the
business to be conducted.
12.5
A quorum for the transaction of business at an Annual or Special General Meeting shall be 75% of
Contributing Members or their proxies present. If a quorum is not present within 15 minutes after
the time appointed for the meeting, the meeting shall be adjourned to the same day in the following
week at the same time and place or to such other date, time and place as the Board may appoint,
and, if at the adjourned meeting a quorum is not present within 15 minutes after the time appointed
for the meeting, the Contributing Members or their proxies present shall constitute a quorum.
12.6
If the Board fails to convene a Special General Meeting within thirty (30) days of the date of delivery
of the request, the Members requesting the meeting may convene it themselves. In this situation four
(4) Contributing Members shall constitute a quorum for the transaction of business.
12.7
The persons entitled to attend a Special General Meeting shall be the same as are entitled to attend
the Annual General Meeting.
12.8
For the avoidance of doubt, at any Annual or Special General Meeting the only Members with voting
rights shall be Contributing Members who shall vote through their representative.
12.9
Any Contributing Member may substitute a representative for a proxy to attend an Annual or Special
General Meeting provided such Contributing Member notifies the Secretary in writing of the name
of the proxy prior to the meeting. A proxy shall be entitled to vote on behalf of that Contributing
Member.
12.10
Voting at all Annual and Special General Meetings shall be decided in the first instance on the voices.
Unless a poll is demanded by the Chairperson or by any representative present, a declaration by the
Chairperson that a resolution has been carried or carried by a particular majority or lost or not carried
by a particular majority, an entry to that effect in the minutes of the meeting shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded in favour of or
against such resolution.
12.11
If a poll is demanded it shall be taken in such a manner and at such time and place as the Chairperson
of the meeting may direct and either at once or after an interval or adjournment or otherwise. The
result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
The demand for a poll may be withdrawn. The demand for a poll shall not prevent the continuance
of a meeting for the transaction of any business other than the question on which a poll has been
demanded.
12.12
In the case of an equality of votes, both on a show of hands and on a poll, the Chairperson shall have
a casting vote.
RULE 13: CHAIRPERSON
13.1
All Annual and Special General Meetings shall be chaired by the Chairperson, or in the absence of
the Chairperson, by the Deputy Chairperson or in the absence of both, by any other person appointed
at the meeting for the purposes of that meeting.
RULE 14: STANDING ORDERS
14.1
MITO may by resolution passed at any Annual or Special General Meeting adopt Standing Orders
to define the method of conducting or controlling all or any meetings, and the method of consideration
of any business brought before any such meetings.
14.2
The Standing Orders shall only be amended, altered, added to, or rescinded in whole or in part at any
Annual or Special General Meeting.
14.3
The Secretary shall give not less than fourteen (14) days notice in writing of any proposed alteration
of the Standing Orders to Members.
RULE 15: ADJOURNMENT
15.1
Any meeting may be adjourned as the Members present shall resolve.
RULE 16: FINANCIAL
16.1
The financial year of MITO shall be 1 January to 31 December in each year.
16.2
The Chief Executive shall be responsible for keeping true and full accounts of moneys received and
expended by MITO and of the assets and liabilities of the Board in proper books which shall be kept
at its registered office or such other place as the Board thinks fit.
16.3
The Chief Executive shall, in each year present to the Annual General Meeting, an audited statement
of the income and expenditure for the year and a balance sheet showing the financial position of
MITO. Prior to the Annual General Meeting the Chief Executive shall send a copy of the audited
financial statements to each Member of MITO.
16.4
The Chief Executive shall, on a regular basis as determined by the Board, submit to the Board for
its approval a statement of the financial position of MITO.
16.5
All withdrawals of funds from MITO’s bank accounts shall be on cheques or orders or electronic
transfers signed by any two persons duly delegated by the Board.
16.6
Subject to the provisions of the Incorporated Societies Act, the Board may from time to time to further
the objects of MITO, raise or borrow such sums or sum of money as it may think fit, necessary or
expedient with or without security and may secure the payment of such sums by mortgages or submortgages of any property real or personal belonging to MITO or by bonds, debentures or other
securities or by bills of exchange, promissory notes or other negotiable instruments and such
mortgages or other securities that may contain such covenants, powers, conditions, agreements and
obligations as it may think fit.
16.7
Subject to the provisions of the Incorporated Societies Act, the Board may from time to time invest
such moneys of MITO as are not immediately required by MITO in investments for the time being
authorised by law as investments for trust funds and may from time to time vary such investments
for others of a like nature.
16.8
All real and personal property of MITO shall be held in the name and title of MITO.
16.9
The whole of the income and funds of MITO shall be applied in promoting its objects and no part
shall be paid or transferred directly or indirectly by way of profits, dividends, bonus or otherwise to
the Members of MITO. No Member shall receive any pecuniary gain from the property or operations
of MITO provided that nothing shall prevent:
(a)
the payment in good faith of remuneration to any employee;
(b)
the payment of reasonable expenses to any Board Member who might otherwise be out
of pocket in respect of work carried out on behalf of MITO;
(c)
the payment of an honorarium to the Board members;
(d)
the award of any prize given by MITO to any Member;
(e)
the bona fide borrowing on interest of money by MITO from any Member.
The provisions and effect of this sub-clause shall not be removed from this document, and shall be
included and implied into any document replacing this document subject only to changes to Inland
Revenue policy or the law in respect of such matters.
RULE 17: AUDITOR
17.1
An Auditor shall be appointed at every Annual General Meeting. The Auditor shall hold office until
the next Annual General Meeting but shall be eligible for re-election provided that the responsible
partner of the Auditor shall be replaced after five continuous years as the responsible partner.
RULE 18: SEAL
18.1
The Board shall have a seal bearing the words “NZ Motor Industry Training Organisation (Inc)” which
seal shall be fixed to all deeds and documents required to be sealed and to all notices required to
be authenticated. The seal shall be kept at the offices of MITO in the custody of the Chief Executive.
Every instrument to which the seal is affixed shall be signed by either the Chairperson or Deputy
Chairperson and shall be countersigned by the Chief Executive. A seal register shall be maintained
by the Chief Executive.
RULE 19: NOTICES
19.1
Any notice required by these Rules shall be in writing and given to Members, either by prepaid post,
facsimile or email at the contact details noted in the Register of Members.
19.2
Any notice required by these Rules shall be in writing and given to the Board or the Chief Executive
personally or by prepaid post addressed to the registered office of MITO.
19.3
Notice shall be deemed to have been given two days following the day on which it was posted, or if
faxed or emailed prior to 4.00pm on a business day (being where MITO head office is open), that day,
or otherwise the next business day.
RULE 20: RULES
20.1
These Rules shall be construed with reference to the Incorporated Societies’ Act 1908 and its
amendments and any regulations made under the authority of that Act. Words used in this document
shall have the same meaning as they have when used in that Act where the context permits.
20.2
Should any doubt arise concerning the interpretation of any Rule or regulation, for the time being in
force, the decision of the Board, by way of resolution recorded in the minutes, shall be conclusive and
binding on all Members of MITO.
20.3
These Rules may be amended only by a 75% majority vote at an Annual or Special General Meeting
convened for that purpose and twenty-eight (28) days notice in writing of the intention to move such
alteration, amendment, addition or recession shall be given in the notice convening such General
Meeting.
RULE 21: WINDING UP
21.1
MITO shall not be wound up except by resolution of an Annual or Special General Meeting of MITO,
the notice for which has included the proposal for winding up. The resolution shall be confirmed at
a subsequent Special General Meeting called for that purpose and held not earlier than one calendar
month after the date on which the resolution was passed.
21.2
Upon the winding up of MITO, any property remaining after the satisfaction of all debts and liabilities
and the cost, charges and expenses of the winding up shall be transferred to such other association
or organisation having charitable objects similar to the charitable objects of MITO or for such other
charitable objects as may be determined at an Annual or Special General Meeting.
RULE 22: MISCELLANEOUS
22.1
Words importing the singular number include the plural number and vice versa. Words importing the
masculine gender include the feminine gender and neuter.
22.2
Reference to any statute in these Rules includes any statute in replacement of or substitution for,
and any regulations promulgated for, any such statute.
NZ MOTOR INDUSTRY TRAINING ORGANISATION (INC)