Constitution

Certificate of Incorporation
of The Disability Spirituality and Faith Network
Aotearoa New Zealand Incorporated
(AK/1240956) 16 September 2002

Constitution of the Disability, Spirituality and Faith Network Aotearoa New Zealand Incorporated

1. Name:

The name of the Society shall be Disability, Spirituality and Faith Network Aotearoa New Zealand Incorporated (hereinafter called "the Network").

2. Registered Office:

The registered office of the Network shall be situated at such places as is determined by the Council.

3. Aims and Objects:

The aims and objects of the Network apply within Aotearoa New Zealand.

3.1. To encourage and promote dialogue within and between the disability and faith communities;

3.2. To provide a place for disability communities to explore spirituality.

3.3. To advocate for disability and spirituality issues.

3.4. To engage in theological reflection on disability;

3.5. To promote discussion on ethical issues including those which affect human rights;

3.6. To advocate, encourage and promote programmes with and between the disability and faith communities.

4. Powers:

To achieve the aims and objects the Network shall have the power:

4.1 To accept and administer any gift whether subject to any trust or not;

4.2 To purchase, take or lease or otherwise acquire any property and any rights or privileges and to sell, let, mortgage or otherwise dispose of or deal with any such property or rights;

4.3 To borrow or otherwise raise money;

4.4 To open and operate bank accounts in accordance with normal banking procedures;

4.5 To invest any moneys of the Network in accordance with the law reflecting the investment of trust moneys;

4.6 To enter into and terminate contracts of employment or contracts for services and in doing so to act as a good employer;

4.7 To print, publish and distribute any publications that are desirable for the promotion of its objects

4.8 To promote, hold, manage and conduct gatherings or conferences that it may deem desirable either by itself or in collaboration with any other Society or organisation;

4.9 To do all other acts or things which the Network may consider conducive or incidental to the attainment of the aims and objects of the Network.

5. Membership:

5.1. Any person or organisation or body of people who support the aims and objects of the Network may apply for membership 

5.2. For the purpose of establishing the Network, membership will comprise of those persons who have indicated their support for the formation of the Network and its aims and objects. Such persons will be known as Foundation Members.

5.3. Until the first AGM, all members of the Network must be Foundation Members. It is desirable that Foundation Members seek endorsement from their organisation to be on the Council. Written notice of endorsement from the representative organisations is to reach the Network within three months of the member's appointment.

5.4. Foundation membership will cease after the first AGM.

5.5. Following the first AGM, membership of the Network shall comprise the following categories: (a) Corporate (b) Individual

5.6. Corporate members: Any organisation or body of people who is interested in the aims and objects of the Network may apply in writing to the Council for admission as a Corporate Member. The Council will consider each application and decide on admission to the Network. A Corporate Member shall be entitled to nominate one person to vote at general meetings of the Network and shall be entitled to nominate one person for election to the Council.

5.7. Individual members: Any person who is interested in the aims and objects of the Network and desires to be associated with it may apply in writing to the Council for admission as an Individual Member. The Council will consider each application and decide on admission to the Network.

5.8. Membership fees: The Council shall set annual membership fees and from time to time review the fees as it is deemed necessary.

5.9. Membership entitlement: All members are entitled to attend the AGM, stand for office and vote. Both Corporate and Individual Members are entitled to one vote per membership.

5.10. Termination of membership: The Council can decide to terminate the membership of any member.

5.11. Resignation of members: Members may resign membership by advising the Council in writing.

5.12. Register of members: A register of all members shall be maintained.

6. Meetings:

6.1. Annual General Meeting (AGM):

The Council shall give fair notice, not less than 10 days, of the date, time and place of the AGM.

6.2. The business of the AGM shall be to:

6.2.1 Confirm minutes of the preceding AGM;

6.2.2 Receive and adopt the annual statement of accounts;

6.2.3 Receive and adopt the report of the Auditor;

6.2.4 Appoint an Auditor;

6.2.5 Elect members of the Council in accordance with Clause 7 of this Constitution;

6.2.6 Deal with remits and any other business as notified in the agenda.

6.3. Special General Meeting:

A special general meeting may be called by the Council, or on the written request of not less than ten (10) members. Fair notice, not less than 10 days, of the date, time and place shall be given to members.

6.4. Council Meetings:

Council meetings shall be held at such times and places as the Council determines.

6.5. Conduct of the Meetings:

Each AGM and special general meeting shall be chaired by the Chairperson or in his/her absence, by another member elected by consensus.

6.6. Quorum:

6.6.1 For each AGM or special general meeting of the Network the quorum will be 10% of financial membership 

6.6.2 For each Council meeting the quorum shall be 50% of Council members.

7 Council:

7.1 There shall be a Council made up of ten (10) members elected at the AGM. Eight (8) members of the Council are to be drawn from Corporate members having been endorsed by their organisation, and the remaining two (2) members are to be drawn from Individual members.

7.2 It is desirable that there be equal numbers of members on the Council representing the disabled and the faith communities to ensure a strong partnership between the two communities.

7.3 The Council members shall elect from their number a chairperson and a treasurer and any other office holders they deem necessary.

7.4 Meetings of the Council may be regulated as thought fit. Questions arising at any meeting shall be decided by consensus.

8 Powers of the Council:

The general organisation, policies, management and control of the Network shall be vested in the Council. In particular the Council may:

8.1 From time to time make and amend policies for the conduct and control of the Network's activities;

8.2 Decide on terms for acceptance and termination of membership of the Network;

8.3 Set membership fees and any other fees it deems necessary;

8.4 Determine the method of voting procedures for the AGM, special general and Council meetings.

8.5 Identify members as "disability" or "faith" for voting purposes at the AGM, special general and Council meetings 

8.6 Ensure funds received by the Network are applied to activities complying with the aims and objects of the Network;

8.7 Apply and invest funds of the Network as deemed necessary;

8.8 Reimburse members for actual and reasonable expenses;

8.9 Co-opt members to the Council from time to time as deemed necessary

8.10 Appoint honorary advisers; and

8.11 Generally exercise such other powers and functions as may be deemed necessary in furthering the aims and objects of the Network.

9 Chairperson:

The Chairperson shall when present preside at all meetings of the Network.

10 Treasurer:

The Treasurer appointed by the Council shall perform the duties usual and appropriate to his or her office.

11 Common Seal:

11.1 The Council shall provide for safe custody of the Common Seal of the Network. 11.2 The Common Seal shall not be affixed to any document without the authority of a Council resolution.

11.3 Any document to which the Common Seal is affixed shall be signed in the presence of two members of the Council.

12 Indemnity:

No representative, officer or servant of the Network shall be personally liable for any act or default done or made by the Network in good faith, in the course of the operations of the Network.

13 Payment to Members:

13.1 No member, or any person associated with a member (as defined by section OD7 of the Income Tax Act 1994), shall participate in or materially influence any decision made by the Council in respect of payment to, or on behalf of that member or associated person, of any income, benefit or advantage whatsoever.

13.2 Any income or benefit to be derived by a member of the Network for services provided from the Network must be reasonable and relative to that which would be paid in an arm's length transaction (being open market value) for such services.

14 Amendment to the Constitution:

14.1 Any amendment to the Constitution shall only be made at a general meeting of the Network with fair notice of the proposed amendment having been given in a format that is accessible to all financial members. The resolution must be passed by a two thirds (2/3) majority of those present and eligible to vote.

14.2 No amendments to the Constitution shall be approved if they affect the charitable objects of the Network or the provisions of rules 14 and 15 without the approval of the Inland Revenue Department.

15 Dissolution:

15.1 The Network may be dissolved by a resolution passed by two thirds (2/3) majority of those present and eligible to vote at a general meeting. Every financial member shall be given notice of not less than 30 days' of the intention to propose such a resolution.

15.2 Upon dissolution any remaining assets are to be distributed to recognised New Zealand charitable organisation(s) with similar aims and objects as the Network. Such distribution is to be approved by the financial membership of the Network.