REAP Aotearoa NZ Constitution
March 27th 2015
Adopted AGM 27th March 2015
Edited per remits 4-7 as passed AGM 27th March 2015
REAPANZ Constitution March 2015
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1.0 Name
. 1.1
The name of the society shall be REAP Aotearoa New Zealand (REAPANZ)
Incorporated, hereafter referred to as the Society.
2.0 Interpretation
. 2.1
“Person” includes an organisation or corporate body;
. 2.2
“She or He” shall be read as “she”, “he”, “it”, or “they” where appropriate;
. 2.3
The singular shall also be read as the plural where appropriate.
3.0 Foundation Statement
. 3.1
REAPANZ is the national collective of REAPs (Rural Education Activities
Programme), whose shared purpose is to progress community development
through quality lifelong education opportunities for their rural regions.
4.0 Objects
. 4.1
The objects for which the Society is established are:
. 4.1.1
to provide leadership and forward the REAP movement so that member
REAPs can carry out their educational and community development work
effectively within their various communities;
. 4.1.2
to develop strong and influential relationships with policy and funding bodies;
. 4.1.3
to facilitate communication and relationships within the membership;
. 4.1.4
to build on and implement Tiriti relationships within the movement and
progress the aspirations of Māori;
. 4.1.5
to do any lawful things that may be deemed incidental or conclusive to the
attainment of any of the objects 4.1.1 to 4.1.4;
. 4.2
The objects of the Society are charitable, and the Society’s powers and purposes
shall be restricted accordingly.
5.0 Activities Limited to New Zealand
. 5.1
The activities of the Society will be limited to New Zealand.
6.0 Registered Office
. 6.1
The registered office shall be any such place as the Annual General Meeting shall
determine.
7.0 Organisational Matters
. 7.1
While celebrating and recognising the unique individual nature and autonomy of
each member, REAPANZ (Inc) is also committed to providing leadership based on
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collaboration and cooperation of the members;
. 7.2
The Society shall have capacity and structure enabling it to be both proactive and
reactive to issues of significance to REAPs;
. 7.3
The Society is accountable to its members in so much as it is responsive to their
collective needs and when appropriate; is responsive to the needs of all, some or
one of its members;
. 7.4
The REAPANZ Board shall be empowered to act for and on behalf of REAPs in
matters as determined from time to time by the Society meeting in their annual
meeting or in other formally constituted general meetings of the society.
8.0 Membership
. 8.1
Membership is subject to:
. 8.1.1
being a REAP (Rural Education Activities Programme), which was in existence,
as a legally constituted entity, on 1 June 2004;
. 8.1.2
membership is contingent on paying levies as set out in the REAPANZ
Membership Agreement 4.2(a);
. 8.1.3
complying with the current REAPANZ Membership Agreement;
. 8.2
Any REAP shall have the right to resign from the Society giving six months written
notice. Such a resignation would also mean that member would cease to be a
REAP and relinquish rights of name, benefit, and REAPANZ allocated funding, as
in clause 5.1 of the REAPANZ Membership Agreement;
. 8.3
REAPANZ shall have the power to terminate the membership of any REAP that
fails to comply with the Constitution or the REAPANZ Membership Agreement.
Such termination can only occur following a motion of a Special or Annual
Meeting of REAPANZ following a recommendation by the REAPANZ Board. Such
a motion must be agreed by at least a 75% majority.
9.0 The REAPANZ Board
. 9.1
Board Composition:
. 9.1.1
The Board is the governance body of REAPANZ. Through its governance
decisions and delegations it is responsible for the operations of the Society.
The Board shall consist of seven (7) members constituted from the following:
(See diagram Appendix 1)
.
(a)
two persons elected from REAP Board members,
.
(b)
two persons elected from REAP Staff members,
.
(c)
one person who is a member of Hauhake, elected by Hauhake to
REAPANZ in accordance with tikanga Māori at Hui-a-Tau,
.
(d)
one Tangata Whenua person appointed by the elected REAPANZ Board
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members, both for their skills and to achieve a balanced Board. This
appointed person may or may not be from a REAP,
.
(e)
one Tangata Tiriti person appointed by the elected REAPANZ Board
members, both for their skills and to achieve a balanced Board. This
appointed person may or may not be from a REAP.
.
(f)
appointed members should be confirmed within 60 days of the Annual
General Meeting’s elections of board members.
. 9.1.2
the term of office of members of the REAPANZ Board shall be three years;
. 9.1.3
no person may serve more than two consecutive terms on the REAPANZ
Board;
. 9.1.4
all persons elected to the REAPANZ Board (9.1.1a, 9.1.1b or 9.1.1c) shall
during their term of office currently be either governance members of a REAP
or staff members of a REAP;
. 9.1.5
members will immediately cease to be members of the REAPANZ Board when
he or she, is no longer a member of a REAP Board, or is no longer employed
by a REAP, or resigns in writing, or is declared bankrupt, or is found to be a
mentally disordered person under the Mental Health Act 1992, or is convicted
of an indictable offence, or misses two consecutive meetings without formal
leave of the REAPANZ Board, or dies;
9.1.6
when elected member numbers fall below five (5) for any reason, including
terms of office being completed, a vacancy is said to occur;
9.1.7
when a vacancy occurs outside of the normal AGM / rotation process an
election for the vacant position will occur using the process of 9.3, unless the
vacancy occurs within six months of an AGM, whereupon the REAPANZ Board
will determine whether to let the vacancy lie until the AGM, or to fill the
vacancy using the process of 9.3 immediately;
. 9.1.8
when an appointed position becomes vacant, the REAPANZ Board shall
appoint a new person to fill that vacancy as in 9.1 (d or e);
. 9.1.9
where a person is replacing a member inside of their 3 year term, they shall
firstly complete the term of office of the person they are replacing. Where this
period is two years or more, they shall be deemed to have completed a full
term;
. 9.1.10
three or four members of the REAPANZ Board shall complete their term of
office each three years in rotation, and will be able to offer themselves for renomination by their REAP, subject to 9.1.3. and 9.1.4;
. 9.1.11
to begin the rotation process, 1 Board Elected (9.1a), 1 Staff Elected (9.1b), 1
Hauhake Elected (9.1c), will complete their first term after 2 years on the
Board. This will be considered a full term. The Board position, and Staff
position shall be drawn by lot, unless members volunteer. This clause (9.1.11)
REAPANZ Constitution March 2015
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will cease to be in effect from 1 January 2018.
. 9.1.12
. 9.2
the REAPANZ Board shall elect both a Chairperson and Deputy Chairperson
from their own members not later than 30 days after the AGM. Appointed
members should be considered where elected members are not suitable or
available to fill these roles.
Quorum:
. 9.2.1
the quorum of the REAPANZ Board shall be one more than half its current
membership.
. 9.3
Nominations and Voting:
. 9.3.1
nominations for any vacant position will open 60 days before the AGM and
close 30 days before an AGM. All vacant positions must be advertised to all
REAP Chairs and Managers.
. 9.3.2
all elected vacant positions (9.1 a to 9.1 c), with the exception of Hauhake,
may be nominated by any REAP.
. 9.3.3
all nominations must be nominated by the REAP of the person nominated,
and must be seconded by another REAP.
. 9.3.4
all nominations must be signed by the nominated person.
. 9.3.5
each REAP shall have one vote for each vacant position with the exception of
Hauhake as per 9.1.1(c).
. 9.3.6
where insufficient nominations are received when nominations close (9.3.1),
further nominations will be called by the REAPANZ Board not less than 5
working days after the AGM, for the categories where there are insufficient
nominations, giving 30 days for nominations to be received. This election shall
take place by postal ballot. If there are no nominations received for the vacant
position, the REAPANZ Board shall have the power to appoint, but from only
within the category vacant.
. 9.4
Meetings
. 9.4.1
the REAPANZ Board shall meet at least four times in each year, using such
methods and means as the Board determines;
. 9.4.2
members of the REAPANZ Board shall be reimbursed for reasonable travel,
accommodation and agreed expenses and shall be entitled to be paid a
meeting fee, which shall be reviewed annually by the Board and reported to
the members.
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Powers of the REAPANZ Board
. 10.1
the powers which may be exercised by the Board in the furtherance of its
stated purposes shall be as follows:
. 10.1.1
the Board shall be empowered to employ personnel or contract such services
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as necessary in a manner it sees as being the most effective;
. 10.1.2
the Board shall annually affirm or amend its Delegations and Powers Reserved
to the Board;
. 10.1.3
to purchase, lease, or otherwise acquire land, buildings and other real and
personal property and to sell, demise, exchange and otherwise deal with the
same;
. 10.1.4
to borrow or raise money, with or without security, and to secure payment of
monies so secured by mortgage or debenture over, or charge upon, or by
pledging security of all or any of its real or personal property;
. 10.1.5
to do all such other things as in the opinion of the Board may be incidental or
conducive to the attainment of the purposes of REAPANZ;
. 10.1.6
all income and property of REAPANZ shall be applied toward the attainment
of the purposes of REAPANZ as set forth in these rules in such a manner as the
Board thinks fit and by way of Board investment or otherwise;
. 10.1.7
to alter any of the rules set forth in this schedule in the manner set forth in
clause 16 but not to alter clause 16;
11.0
Role of the REAPANZ Board
. 11.1 the role of the Board shall be:
. 11.1.1
to provide effective leadership and stewardship in carrying out and giving
effect to the purposes of REAPANZ;
. 11.1.2
to control, administer and manage the affairs and property of REAPANZ;
. 11.1.4
to appoint committees or task groups as the Board may from time to time
determine for carrying out its purposes;
. 11.1.5
to undertake the roles and duties as outlined in the Objects and other
priorities as designated in the plans approved by membership.
. 11.1.6
to undertake planning and direction setting to provide a longer term Strategic
Plan and maintain an Annual Business Plan;
. 11.1.7
to report to REAP communities annually on the activities of REAPANZ in an
open and forthright manner;
. 11.1.8
to do all other lawful things which are not prohibited by these rules, that may
be necessary or desirable in the opinion of the Board for the carrying out and
performance of the purposes.
12. Meetings
12.1 Annual General Meeting (AGM)
. 12.1.1
An Annual General Meeting shall be held before June of each year at such a
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place and time as agreed by the members at their previous AGM.
. 12.1.2.
The AGM will be chaired by the Chairperson of the Board.
. 12.1.3.
The business of the meeting shall be to receive the Annual Report of the
REAPANZ Board, the audited Balance Sheet of the Society, consider any
remits and other matters that have been duly notified, set fees for
membership, as well as confirm and set policy from time to time.
. 12.1.4.
Each REAP shall be entitled to have as many of its members as it chooses
attend the AGM but voting shall be on the basis of a single vote for each REAP.
Proxy voting for absent REAPs shall be allowed with proxies notified in writing
to the Chairperson.
. 12.1.5.
Alternate Annual General Meetings shall be held in Wellington with the other
alternate years being hosted by an individual REAP or group of REAPs.
. 12.1.6.
Financial year of the Society will be from January 1 to December 31.
12.2 . Special General Meetings
. 12.2.1
A Special General Meeting may be convened on receipt of a signed request
from five or more members of the Association, or by decision of the Board. On
receipt of such a request the Secretary of the Board shall convene the
meeting by giving at least 15 working days notice to the members.
. 12.2.2
Such notice shall give the reasons for the calling of such a meeting with details
of the issues to be discussed.
. 12.2.3
A Special General Meeting of the Society shall be convened in a suitable
venue, or using such means as agreed by the members.
12.3 . Other Meetings
. 12.3.1
REAP Chairs and Managers or their nominated representatives, shall meet
face to face each year at a time other than the AGM, to address emerging
issues.
13. Control of Funds
. 13.1 All monies received by or on behalf of REAPANZ shall be paid to the credit of
REAPANZ with the designated bank at its branch or such other bank or savings
bank or Trustee security from time to time fixed by the Board;
. 13.2 All financial transactions of REAPANZ shall be in accordance with ‘Financial
Controls’ policies established and documented by the Board;
. 13.3 The income and property of REAPANZ, however derived, shall be applied solely
towards the promotion of the purposes of the REAPANZ;
. 13.4 No portion of that income shall be paid or transferred directly or indirectly to the
members of the Board of REAPANZ, provided that nothing shall prevent the
payment in good faith of reasonable remuneration to any officer or servant of
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REAPANZ.
14. Audit of Financial Records
. 14.1 Annually the Board shall appoint an auditor approved by the Auditor General
who shall inspect and report on the financial records and affairs of the Society.
Such an audit report shall be presented at the Annual General Meeting of the
Society.
15. The Annual Report and Financial Statements
. 15.1 The Board of the Society shall at its Annual General Meeting present a report
dealing with the affairs of the Society supported by Financial Statements of the
Society together with the auditor’s report, and the Chairperson’s Report.
16. Alteration to the Constitution
. 16.1 The Society may add to, amend, alter or rescind any of its rules at the Annual
General Meeting of the Society or at a Special General Meeting expressly
convened for such a purpose. A resolution shall be passed by at least 75% of the
members and shall include any proxy votes tendered.
. 16.2 Any motion to amend the constitution shall require that all members be notified
in writing of the motion, 28 days in advance of the meeting at which such a
motion shall be considered.
17. Liquidation
. 17.1 The society may be wound up and its assets distributed proportionally back to its
current members for their use within their individual communities. This would
follow a Special General Meeting convened to consider such a winding up. The
winding up motion must be agreed to by at least 75% of the members attending
and shall include any proxy votes tendered.
. 17.2 No person shall derive any personal pecuniary gain from such winding up action.
REAPANZ Constitution March 2015
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.
.
Motion:
That this Meeting of REAPANZ Annual General Meeting adopt the changes to the
Constitution and Rules of this Society as discussed, and presented here with the
th
document dated 27 March 2015
Moved
Jean McCombie, REAPANZ Chairperson
Signed
Seconded
Tina Karaitiana, Board Chair, Tairawhiti REAP
Signed
Third Signatory
Maree Brannigan, Executive Officer, REAP Aotearoa NZ
Signed
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Appendix One
Diagram of REAPANZ Board Composition.
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