Association of Blind Citizens of New Zealand Inc
Draft Constitution – February 2019
1.1 The name of the organisation is “Association of Blind Citizens of New Zealand Incorporated”, an incorporated society under section 8 of the Incorporated Societies Act 1908.
1.2 The organisation is now more commonly known as “Blind Citizens NZ”, under which name it shall be referenced throughout this Constitution.
1.3 The organisation was founded in 1945 under the name of “Dominion Association of the Blind”. It was renamed in 1977 to “New Zealand Association of the Blind and Partially Blind” and further renamed in 1998 to its current legal name of “Association of Blind Citizens of New Zealand”.
2.0 Registered Office
2.1 The Registered Office of Blind Citizens NZ is Ground Floor, 113 Adelaide Road, Newtown, Wellington. Throughout this Constitution and other policy documents, the Registered Office shall be referred to as “National Office”.
2.2 Key Contact details for Blind Citizens NZ:
0800 222 694
021 222 6940
2.3 Entity Information:
Incorporated Society: Registration Number 223080
Charity: Registration Number CC41040
The terms below have the following meanings in this Constitution:
3.1 “Blind” is the term used to describe those who identify themselves as blind, vision-impaired, partially sighted, partially blind, deafblind, having low vision or in some other manner consistent with sight loss,; and “blind community” has the same meaning.
3.2 “Complaint” means a complaint or disciplinary procedure regarding alleged misconduct of a member.
3.3 “Conference” is an event that, when convened, is held in conjunction with the Annual General Meeting and whose features include the sharing of information and opinions on matters of common interest, invited speakers, social interaction and a celebratory dinner with presentation of awards.
3.4 “Financial year” is the 12-month period ending 30 June.
3.5 “Format” means the form in which information is exchanged between National Office and members and which, if not in standard print, may be in some other form authorised by the Board (e.g. large print, email, the Telephone Information Service or braille), and where the preference of each member is respected.
3.6 “Full Member under the constitution of the Royal NZ Foundation of the Blind” is the yardstick used for eligibility for admission as an Ordinary Member of Blind Citizens NZ. This is described in their constitution as a person eligible to be a “qualifying person”; meaning a person who, in the opinion of a registered Optometrist or Ophthalmologist, has visual acuity not exceeding 6/24 in the better eye with correcting lenses or serious limitations in the field of vision generally not greater than 20 degrees in the widest diameter.
3.7 “Grievance” means a grievance alleging damage to a Member’s rights or interests as a member or to members’ rights or interests generally.
3.8 “In writing“ when used in this Constitution means a form of response that may be submitted in a format other than one that is paper-based, provided that the format used is one authorised by the Board and the submitter accepted as authentic.
3.9 “Manifest Error” in the context of this Constitution means an error that is so obvious and clear on its face that there is no room for argument.
3.10 “National Office” is the registered office of Blind Citizens NZ and is the operational hub of the organisation employing its only paid staff.
3.11 “Qualifying child” means a person eligible for junior membership of Blind Citizens NZ who meets the same vision criteria as defined for a qualifying person” under the constitution of the Royal NZ Foundation of the Blind.
3.12 “Royal New Zealand Foundation of the Blind” (also called the Blind Foundation) is the principal service provider for blind persons in New Zealand.
3.13 “Telephone Information Service” is a Blind Foundation-provided recorded service that is used by Blind Citizens NZ to enable members to connect via phone to hear news and information and record their own feedback and voting preferences.
3.14 “World Blind Union Representative” is a Blind Citizens NZ appointee to the World Blind Union and whose presence on the Board is valued by both the representative and the Board to the extent that the representative may even be co-opted to the Board.
Blind Citizens NZ is a charitable organisation of blind people in New Zealand who choose to speak out on our own behalf. We uphold the aims of the United Nations Convention on the Rights of Persons with Disabilities, the purpose of which is to “promote, protect and ensure the full and equal enjoyment of all human rights and fundamental freedoms by all persons with disabilities, and to promote respect for their inherent dignity”. Consistent with social justice, and in aspiring to achieve an accessible, equitable and inclusive society for all members of the blind community in New Zealand, we advocate for and actively pursue the following objects:
Full participation in the economic, political, social and cultural life of the community;
Equal opportunities to engage in education, training, employment, and cultural and leisure activities;
Safe and blind-friendly access to and use of all aspects of the built environment, including public transport services;
Access to publicly available information in a form that compensates for our lack of sight;
The right to independence and confidentiality when called upon to disclose personal information or when casting a vote;
Blindness-related services that enable us to approach everyday life with independence, confidence and dignity;
Technology and telecommunications that accommodate our blindness-related needs;
Self-determination and the guiding principle of “Nothing About Us Without Us”;
Improved community education and awareness of both our needs and capabilities;
Training, support and experience in leadership and advocacy for our members;
A positive and inclusive culture that encourages and values member participation, social interaction, peer support and the sharing of information and advice;
Real and practical outcomes from collaborative efforts with our disability and social service sector partners to secure a non-disabling society for all;
Active support for the causes of blind people throughout the world;
Acknowledgement of the Treaty of Waitangi and its application in the work of Blind Citizens NZ;
All other things as are incidental to, or which may assist with the attainment of, any of the above objects.
5.1 Joining as a Member
5.1.1 Members of Blind Citizens NZ shall be registered with either a Geographic Branch, Headquarters Branch or with a Geographic Network. The members of Special Interest Networks need not all be members of Blind Citizens NZ but, if so, will already have a Branch or Network affiliation.
5.1.2 Application for membership shall be made to the Secretary of the Geographic Branch in which the applicant resides or to the National Office. In the event that no Geographic Branch exists, application will be made to National Office for registration with Headquarters Branch or with a Geographic Network.
5.1.3 Six classes of membership are provided for as follows:
Affiliate Organisation Membership
5.1.4 Any person wishing to resign from membership of Blind Citizens NZ may do so in writing to the Secretary of the Geographic Branch of which they are a member or to the National Office, and any such resignation shall, without prejudice to obligations then due, take effect from the date of such written resignation.
5.2 Ordinary Members
5.2.1 Ordinary Membership of Blind Citizens NZ shall be open to all persons sixteen years and over and who are eligible for registration as Full Members under the constitution of the Royal New Zealand Foundation of the Blind.
5.2.2 An Ordinary Member may belong to as many Special Interest Networks as they choose.
5.2.3 Annual subscriptions for Ordinary Membership shall be set at rates to be determined by the Annual General Meeting from time to time.
5.2.4 Subscriptions for Ordinary Membership shall fall due on 1 July (the first day of the financial year). No member whose subscription is in arrears for more than three months shall be regarded as a financial member.
5.2.5 Those joining Blind Citizens NZ for the first time who join between 1 April and 30 June shall not be required to pay another subscription on 1 July. The subscription paid when joining shall be sufficient to enable members to be regarded as financial until 30 June in the calendar year following that in which they first joined (that is, for a maximum of 15 months).
5.3.1 Any Ordinary Member may become a member for the duration of their life upon payment of a lump sum, the amount of which shall be as determined by the Annual General Meeting from time to time.
5.3.2 Branches and Networks shall forward all such lump sum payments to the National Office in full.
5.3.3 Disbursements to Branches and Networks from National Office for Members for Life shall be paid at a rate to be determined by the Annual General Meeting from time to time.
5.3.4 In the event of the resignation of a member who has purchased Membership-for-Life, there shall be no obligation on the part of Blind Citizens NZ to refund any part of the monies paid.
5.3.5 The total value of Membership-for Life contributions will appear in the annual accounts as a separate item.
5.4 Honorary Membership-for-Life
5.4.1 Honorary Membership-for-Life may be conferred upon any Ordinary Member in recognition of a contribution of special merit or as a reward for sustained service to Blind Citizens NZ.
5.4.2 Nominations for Honorary Membership-for-Life shall be forwarded to National Office by a date to be advised annually and may be initiated by Branches, Networks or the Board.
5.4.3 In every case, Honorary Membership for Life shall be conferred by a resolution of the Annual General Meeting after notice has been issued by National Office.
5.4.4 Honorary Members-for-Life shall not be required to pay any subscriptions but in all other ways shall retain their Ordinary Membership status.
5.4.5 The names of recipients of Honorary Membership-for-Life shall be recorded in a register administered by National Office.
5.5 Junior Membership
5.5.1 Junior membership of Blind Citizens NZ shall be open to anyone under the age of 16 recognised as a “qualifying child” under the constitution of the Royal New Zealand Foundation of the Blind and whose guardian is therefore eligible to be registered as a Guardian Member of the Foundation.
5.5.2 Application for Junior Membership may be initiated by the applicant, parent or guardian.
5.5.3 There shall be no subscription charged for Junior Membership.
5.5.4 Junior Members shall be entitled to attend general meetings of local Branches and the Annual General Meeting and Conference of Blind Citizens NZ, and shall have the right to speak at the discretion of the Chair but not to vote.
5.5.5 Junior Members, on reaching the age of 16, shall become eligible for Ordinary Membership of Blind Citizens NZ.
5.6 Associate Membership
5.6.1 Persons 16 years of age and over who are not eligible to be Ordinary Members of Blind Citizens NZ may apply for Associate Membership.
5.6.2 Annual subscriptions for Associate Membership shall be set at rates to be determined by the Annual General Meeting from time to time.
5.6.3 Subscriptions for Associate Membership shall fall due on 1 July (the first day of the financial year).
5.6.4 Where an Associate Membership subscription has not been received within three months after the due date, membership shall be deemed to have lapsed.
5.6.5 All subscriptions collected from Associate members shall be retained by the Branch in full.
5.6.6 Associate Members shall be entitled to attend General Meetings of local Branches and the Annual General Meeting and Conference of Blind Citizens NZ, and shall have the right to speak at the discretion of the Chair, but not to vote.
5.7 Affiliate Organisations
5.7.1 External organisations may affiliate to Blind Citizens NZ to experience the mutual benefits accruing from closer collaboration.
5.7.2 Each affiliate organisation shall be subject to the terms and conditions set out in a Memorandum of Understanding mutually agreed with Blind Citizens NZ, and defining whether or not the organisation has voting rights.
5.7.3 A voting affiliate organisation attending the Annual General Meeting and Conference has the same rights and obligations accorded to a financial Ordinary Member.
6.1 The primary role of the Board is to govern Blind Citizens NZ in a manner consistent with a mandate conveyed and informed through the collective voice of members, and to act in accordance with that mandate. To this end, the Board shall:
Set the strategic direction and priorities for the organisation;
develop and monitor policies that provide direction and boundaries for both its own and the Chief Executive’s functions;
Ensure that the Chief Executive and staff have sufficient resources to perform the tasks assigned to them;
Engage with members in open and honest dialogue, actively pursuing those issues that are of immediate concern while keeping members informed of progress;
Play a leading role in the work being undertaken with Government by the Coalition of Disabled People’s Organisations;
Be accountable to the members for organisational performance.
6.2 Composition of the Board
6.2.1 National President, elected by members for a three-year term.
6.2.2 Six Members-at-large, two of whom are elected by members each year for a term of three years.
6.2.3 Up to two co-opted members appointed by the Board and whose appointment is optional, except where it is mandatory to co-opt the World Blind Union Representative to the Board (refer sub-rule 6.3.9).
6.2.4 All elected members may stand for additional terms with no limit on terms served.
6.2.5 Members of the Board shall take office at the conclusion of the Annual General Meeting at which they are declared elected or appointed, or following Conference when convened.
6.2.6 The Vice President is not an elected position. The Vice President shall be appointed annually by the Board at a meeting convened for this purpose as soon as practicable following the conclusion of the Annual General Meeting, or Conference when convened. Only those holding elected positions on the Board shall be eligible for appointment to the position of Vice President.
6.2.7 Paid employees of Blind Citizens NZ are not eligible to hold any Board position.
6.2.8 Any person who is currently a Branch or Network Representative shall be required to forfeit that position immediately upon taking office as a member of the Board.
6.3 Co-opting Additional Board Members
6.3.1 The Board may from time to time resolve to appoint a financial Ordinary Member of Blind Citizens NZ as a member of the Board.
6.3.2 The purpose of such an appointment shall be to enhance the range of skills, knowledge, perspective or experience available to the Board in the execution of its governance role, or to provide expertise in a particular field deemed necessary to meet a specific Board objective.
6.3.3 The number of co-opted Board members in office at any given time shall not exceed two.
6.3.4 A co-opted Board member may be appointed for a term of any length not exceeding two years, and this term may be extended by one additional term at the discretion of the Board.
6.3.5 A co-opted Board member may stand as a candidate for election to the Board either:
Upon completion of their appointed term as a co-opted Board Member; or
During the term of their appointment, at which time their appointment shall cease.
6.3.6 A person is disqualified from being appointed as a co-opted Board member if:
Two consecutive terms as a co-opted Board member have already been served; or
The person was an elected or co-opted Board member in the preceding term and stood unsuccessfully for election as a Board member in the most recent election.
6.3.7 A co-opted Board member may not be appointed as Vice-President of Blind Citizens NZ.
6.3.8 A co-opted Board member has the same functions, duties and powers, and shares the same accountabilities, as an elected Board member.
6.3.9 In the event that the World Blind Union Representative is not an elected member of the Board, the person so appointed to this position shall be co-opted to the Board for the term of their current appointment unless the appointee:
vacates their position prior to the completion of their term; or
is subsequently elected to the Board.
6.3.10 Should the World Blind Union Representative’s co-option to the Board cause the number of co-opted members on the Board to exceed the maximum of two, the Board must terminate the appointment of one of the existing co-opted members.
6.4 Board Meetings
6.4.1 The Board shall meet regularly according to a pre-arranged schedule of dates and shall receive from the Chief Executive all documented material necessary for the conduct of the meeting within a pre-determined timeframe.
6.4.2 Unless determined otherwise by the Board, the Chief Executive shall be in attendance at all meetings of the Board.
6.4.3 A quorum at all Board meetings shall be a majority of those serving on the Board (including co-opted Board members) meeting face to face or linked electronically.
6.4.4 Any vote conducted at a Board meeting shall be carried by a simple majority of those Board members constituting a quorum. In the event of an equality of votes, the Chair of the meeting shall have a casting as well as a deliberative vote.
6.4.5 Under conditions determined by the Board, observers may attend Board meetings, but may not speak unless permission is granted by the Chair.
6.4.6 Any member of the Board shall be deemed to have vacated office if the member is absent from three consecutive meetings, unless leave of absence has been granted.
6.4.7 The Minutes of all Board meetings shall be distributed to the Board and all Branch Representatives.
6.4.8 The Board shall adopt the annual audited accounts of Blind Citizens NZ prior to their being received at the Annual General Meeting.
6.4.9 The Chief Executive shall call a special meeting of the Board when requested to do so by the National President, or by a majority of those serving on the Board (including co-opted Board members). Notification shall be issued to every Board Member no later than seven days before the date set down for the meeting.
6.5 Special Meetings
6.5.1 The Board, or a majority of Branches and Networks, may call for a meeting at any time to discuss a matter of strategic importance to the organisation.
6.5.2 Such a meeting shall either:
Include all members of the Board and a representative from each Branch and Network; or
Be open to all members of Blind Citizens NZ.
6.5.3 Other persons may attend meetings by invitation only.
7.1 The Board shall appoint a Chief Executive of Blind Citizens NZ on such terms and conditions of engagement as the Board deems appropriate.
7.2 The Chief Executive shall be responsible and accountable to the Board.
7.3 Where the position of Chief Executive falls vacant, the Board shall take steps to fill the vacancy as soon as practicable but may appoint an Acting Chief Executive in the meantime on such terms and conditions of engagement as the Board deems appropriate.
7.4 The Chief Executive shall be responsible for the appointment and supervision of all other paid positions deemed necessary by the Board to conduct the business and administration of Blind Citizens NZ.
7.5 Staff so appointed need not be Ordinary Members of Blind Citizens NZ.
7.6 The Board shall monitor the performance of the Chief Executive on an ongoing basis and conduct a regular assessment and review with the Chief Executive based on a mutually-agreed set of performance measures.
7.7 Any member of staff required to attend any meeting (as defined in this Constitution) in their paid capacity shall not have the right to vote, and may only speak at the discretion of the Chair.
7.8 Paid employees of Blind Citizens NZ are not eligible to hold any Board position.
8.0 Annual General Meeting and Conference
8.1 The Annual General Meeting and Conference enables members from throughout the country to come together to share our lived experiences of blindness and express our views on the issues that restrict our ability to enjoy equal rights with those in the sighted community. The collective and informed decisions we reach as an outcome of such discussions gives Blind Citizens NZ the mandate to speak on our behalf and obliges the Board to act in a manner consistent with this mandate.
8.2 The Annual General Meeting of Blind Citizens NZ shall be convened on a date as close as practicable to 8 October (the date commemorating the founding meeting of the organisation in 1945).
8.3 Conference, when convened, shall be held in conjunction with the Annual General Meeting and shall observe the same meeting procedures as the Annual General Meeting.
8.4 The business of the Annual General Meeting shall be to:
Announce the results of the Board election;
Appoint the auditor (on a recommendation from the Board);
Receive the Annual Report on the affairs of Blind Citizens NZ since the previous Annual General Meeting;
Receive the audited financial statements for the previous financial year;
Consider remits and other pre-circulated resolutions;
Transact any other business.
8.5 The Annual General Meeting shall be attended by all members of the Board and Branch and Network Representatives, and shall be open to individual Ordinary Members of Blind Citizens NZ, delegates of affiliated organisations, invited guests, the auditor, and members of the public.
8.6 At any Annual General Meeting, the Chair shall be occupied by the National President or the Vice-President or, in their absence, by some other member whom the Board shall appoint.
8.7 Voting at the Annual General Meeting shall be by:
Show of Hands; or
8.8 When called upon to vote, an Ordinary Member whose name is recorded on the membership database held by National Office as being a financial member seven calendar days prior to the commencement of the Annual General Meeting shall be entitled to cast a single vote.
8.9 A Branch or Network Representative shall be expected to cast their single vote on behalf of their Branch or Network when acting in a representative capacity.
8.10 The official delegate of a voting affiliate organisation recorded on the membership database held by National Office as being financial seven calendar days prior to the commencement of the Annual General Meeting shall be entitled to cast a single vote on behalf of their organisation; except where they elect to vote as an eligible financial Member as provided for in sub-rule 8.8 above.
8.11 Any Ordinary Member eligible to vote, or the official delegate of any voting affiliate organisation, can call for voting to take place by a “Show of Hands”.
8.12 A vote by Secret Ballot shall be held at the request of five or more financial Ordinary Members present.
8.13 Any employee of Blind Citizens NZ who is required to attend in their paid capacity, may only speak at the discretion of the Chair and shall not have the right to vote.
8.14 Where there is equality of voting, the Chair shall have a casting vote as well as a deliberative vote.
8.15 Where not otherwise provided for, the Annual General Meeting shall observe the rules of debate as interpreted by the Chair.
9.1.1 For all election processes provided for in this Rule, all participants intending to stand, nominate a candidate or vote in the election, shall be recorded as financial on the member database held by National Office at the closing date for nominations for the election.
9.1.2 To be eligible for nomination as a candidate for any position provided for in this Rule, the nominee must also have been a financial member of Blind Citizens NZ for no less than 24 full months measured cumulatively during the period of five consecutive years ending on the closing date for nominations.
9.1.3 No person shall be permitted to serve on the Board if disqualified under any of the factors for disqualification outlined in the Charities Act 2005, or who is found to have breached any qualifying criteria for office in this Constitution.
9.2 Process for Conducting Elections
9.2.1 For each annual election, the Board shall appoint a Returning Officer who shall not be eligible for Ordinary Membership of Blind Citizens NZ.
9.2.2 Notice of each annual election shall be placed in the two issues of Blind Citizens NZ’s official national publication preceding the date on which nominations shall close. This notice of election shall contain advice that only those members who comply with the criteria provided in sub-rule 9.1 are eligible to participate in the election.
9.2.3 Nominations shall close seven weeks prior to the date of the Annual General Meeting.
9.2.4 Ballot material shall be distributed to all financial Ordinary Members four weeks prior to the date of the Annual General Meeting and shall include:
Candidates’ CVs in the member’s preferred format;
Voting papers and/or instructions for voting using the method chosen by the voter from amongst the options provided by the Board from time to time.
9.2.5 A ballot will be held each year to fill all vacant positions on the Board (including expired positions and unfilled vacancies), where the number of validly nominated candidates exceeds the two required to fill the member-at-large positions expiring at the end of their three year term. An election for the expired or vacated position of National President shall also be held if more than one nomination has been received.
9.2.6 Votes must be received at the National Office no later than 4pm, ten consecutive days prior to the Annual General Meeting.
9.2.7 Should there be an equal number of votes for two or more candidates, the returning officer shall decide by lot in such manner as they alone shall determine which of such candidates shall be elected to complete the ballot.
9.2.8 Should there still remain one unfilled member-at-large position following the election, this position shall be deemed a vacancy to be filled at the next annual election. Any more than one unfilled position shall trigger the actions described in sub-rule 9.5 (Filling Vacancies when the Board falls Below a Minimum Number).
9.2.9 Whether or not a ballot is required, the outcome of any completed electoral process shall be notified to members by the Returning Officer as soon as practicable once the outcome is known, using all media at their disposal (but excluding individual advice).
9.2.10 At the Annual General Meeting the returning officer shall:
Where no ballot has been held, declare each validly nominated candidate to be elected; or
Where a ballot has been held, announce the results of the ballot and declare each successful candidate to be elected.
9.2.11 Candidates duly elected shall assume office immediately after the conclusion of the Annual General Meeting, or following Conference when convened.
9.3 Election of all Board Positions
9.3.1 The term of office for all positions on the Board shall be three years.
9.3.2 The term of office of two of the six members at large shall expire each year in rotation, although all Board Members whose terms have expired may seek re-election.
9.3.3 The election for the National President shall take place on the third anniversary following their accession to the position. Should the National President be unable to complete their term of office, the Vice-President shall assume the role of National President until the next annual election, at which time an election shall be conducted to fill the position of National President for the next three years.
9.3.4 The position of Vice President is not an elected position. This position is appointed annually by the Board from amongst its own elected members. Any vacancy occurring during the term of this annual appointment shall be filled by a subsequent appointment in order to complete the term of office.
9.4 Filling Member-at-Large Vacancies
9.4.1 A position may fall vacant due to resignation, expulsion, death, or as a result of insufficient nominations having been received in an election.
9.4.2 If there are unsuccessful candidates in the most recent election, the highest polling unsuccessful candidate from the most recent election shall be offered the vacated position and shall take office immediately to complete the term of office of the member whose departure has given rise to the vacancy.
9.4.3 Where that candidate declines to accept the position, the process to determine a successor shall continue down the list, in order of the next highest polling candidate, until all candidates from the most recent election for that position have been exhausted.
9.4.4 Should there have been an equal number of votes for two or more candidates, the returning officer shall decide by lot in such manner as they alone shall determine in which order such candidates shall be approached.
9.4.5 Where a vacancy occurs because there are no successors from the most recent election, or the position for the respective vacancy is declined, or insufficient nominations have been received to fill the position, the position will remain vacant until the next annual election.
9.5 Filling Vacancies when the Board Falls Below a Minimum Number
9.5.1 Should the number of member-at-large vacancies following the most recent election equal two or more, or there has been no nomination for National President, the Annual General Meeting must then make appointments sufficient to fill these vacancies and bring the number of members on the Board (excluding co-opted members) to a total of seven.
9.5.2 The members required to complete the terms of office of the unfilled positions on the Board shall be appointed by a process to be determined by the Annual General Meeting at the time, and shall henceforth be regarded as elected members.
10.0 Establishing and Disestablishing Branches and Networks
10.1 Membership Affiliations
The Board shall endeavour to establish new Branches and Networks whenever and wherever it is considered opportune. Blind Citizens NZ provides for four types of affiliation where members can join together as part of a collective:
10.1.1 Geographic Branches: established to support members in a common geographic area, the boundaries of which are determined by postal code.
10.1.2 Headquarters Branch: exists to enrol Ordinary Members of Blind Citizens NZ who reside in an area where no Blind Citizens NZ Geographic Branch or Network exists. By virtue of its unique characteristics, there shall be no minimum number of members required to ensure existence of the Headquarters Branch. Headquarters Branch cannot therefore be disestablished. Note that a member of Headquarters Branch may opt to become a member of an active geographic Branch or Network.
10.1.3 Geographic Networks: may be formed within the boundaries of Headquarters Branch or any existing Branch and shall comprise a group of financial Ordinary Members who share an enthusiasm for the causes and values of Blind Citizens NZ and whose proximity to one another enables them to participate in the Network’s activities. Activities may range from local advocacy through to peer support.
10.1.4 Special Interest Networks: may exist where members of the blind community wish to join together to pursue a common interest or characteristic; examples being users of a particular type of service, employees in a specific field, membership of a group with common characteristics within the blind community, or any other interest that the Board deems appropriate.
10.2 Establishing a Geographic Branch
10.2.1A new Geographic Branch may be established either:
Outside the geographic boundaries of an existing Branch, i.e. from within the boundaries of Headquarters Branch; or
From within the geographic boundaries of an existing Branch.
10.2.2 No Geographic Branch, at the time of its establishment, shall have fewer than ten financial Ordinary Members.
10.2.3 The request to establish a new Geographic Branch shall be made in writing to the Board with evidence of support from no fewer than ten financial Ordinary Members.
10.2.4 The Board shall survey all financial Ordinary Members who reside within the boundaries of the potential new Branch to determine their level of support.
10.2.5 If the Board deems the level of support to be sufficient, establishment of the new Branch shall proceed in a manner as prescribed by the Board from time to time.
10.2.6 The Board shall report the successful establishment of the Branch to the next Annual General Meeting of Blind Citizens NZ.
10.3 Establishing a Geographic Network
10.3.1 No Geographic Network, at the time of its establishment, shall have fewer than five financial Ordinary Members.
10.3.2 The request to establish a Geographic Network shall be made in writing to the Board with evidence of support from no fewer than five financial Ordinary Members.
10.3.3 The Board shall consider the establishment proposal and, where supported, shall be responsible for:
Determining the boundaries of the Network;
Surveying all members within the boundary to ascertain their preference or otherwise for Network membership;
The parameters within which the Network is required to operate;
Any assistance (including financial assistance) that may be required for its establishment.
10.3.4 Immediately following Board approval, the members of the Geographic Network shall appoint a Local Coordinator whose function shall be to establish and maintain communication links with members of the Network and liaise with the Chief Executive regarding Network activities.
10.3.5 The Board shall report the successful establishment of the Network to the next Annual General Meeting of Blind Citizens NZ.
10.4 Establishing a Special Interest Network
10.4.1 No Special Interest Network, at the time of its establishment, shall have fewer than five Members residing either locally or nationally, of whom at least three shall be financial Ordinary Members of Blind Citizens NZ.
10.4.2 The request to establish a Special Interest Network shall be made in writing to the Board with evidence of support from no fewer than five members of whom three shall be financial Ordinary Members of Blind Citizens NZ.
10.4.3 The Board shall consider the establishment proposal and, where supported, shall be responsible for the parameters within which the Network shall operate, along with any assistance (including financial assistance) that may be required for its establishment.
10.4.4 Immediately following Board approval, the members of the Special Interest Network shall appoint a Coordinator who shall be a financial Ordinary Member of Blind Citizens NZ and whose function shall be to establish and maintain communication links with members of the Network and liaise with the Chief Executive regarding Network activities.
10.4.5 The Board shall report the successful establishment of the Network to the next Annual General Meeting of Blind Citizens NZ.
10.5 Disestablishing a Geographic Branch
10.5.1 A Geographic Branch may be disestablished when:
A period in recess has ended without further activity; or
It has been amalgamated with another Geographic Branch; or
Its membership has fallen below ten financial Ordinary Members.
10.5.2 When considering disestablishment, the Board shall survey all financial Ordinary Members from the Geographic Branch to establish whether the Branch should be:
Amalgamated with another Geographic Branch or
Reconstituted as a Geographic Network; or
Placed into recess; or
Disestablished with Branch members transferred to Headquarters Branch.
10.5.3 The Board’s report to the Annual General Meeting shall include the members’ preferred option and the reasons for the Board’s decision.
10.5.4 Where the disestablished Branch is being amalgamated with an existing Branch, the Board shall consider the transfer of any remaining funds from the disestablished Branch to the existing Branch according to a formula to be determined at the time.
10.5.5 Where no amalgamation with another Branch is taking place, all remaining funds of the disestablished Branch shall be transferred to National Office to be held temporarily for the Branch pending possible re-establishment.
10.6 Disestablishing a Geographic or Special Interest Network
10.6.1 A Network may be disestablished when:
A period in recess has ended without further activity; or
The coordination of the Network has lapsed; or
The number of members willing to participate has fallen below that required at the time of its establishment.
10.6.2 The Board may decide to survey Members from the Network proposed for disestablishment where reasonable grounds for its survival are deemed to exist.
10.6.3 The Board’s report to the Annual General Meeting shall include the members’ preferred option and the reasons for the Board’s decision.
11.0 Branch and Network Responsibilities
Note that the following does not apply to Headquarters Branch, all functions required to support the members in Headquarters Branch shall be undertaken by National Office.
220.127.116.11 A quorum for holding an Annual General, General or Special General Meeting shall be ten financial Ordinary Members, except where the total Ordinary Membership of the Branch is less than forty, in which case a quorum shall be a quarter of the total financial Ordinary Membership of the Branch provided this number is no fewer than five financial Ordinary Members.
18.104.22.168 A quorum for all Branch Committee meetings shall be a majority of the total number of financial Ordinary Members of the Branch Committee.
11.1.2 Notice of Meeting
Notice of a Branch Annual General or General Meeting shall be notified to all Branch financial Ordinary Members in a format of the member’s choice and shall be received by the member no later than 14 days before the date set down for the meeting.
11.1.3 Annual General Meeting
22.214.171.124 Each Branch shall hold an Annual General Meeting between 1 July and 31 August at a physical venue and shall forward to the National Office:
Minutes of the Annual General Meeting within one month following the Annual General Meeting; and
The Branch’s financial statement and records for audit within timeframes to be advised.
126.96.36.199 Each Branch shall at its Annual General Meeting elect a Committee, which shall comprise no fewer than five individuals. This number shall include a Chair, a Secretary and a Treasurer (or a Secretary/Treasurer), a Branch Representative (who shall not be a current Board Member) and such number of financial Ordinary Members as required. However, no individual who is not a financial Ordinary Member shall serve in any capacity other than Secretary and/or Treasurer.
188.8.131.52 The Branch Representative shall act as a link between the Branch and the organisation at a national level and shall:
Convey Board decisions and sundry information from National Office to the Branch Committee and to Branch members generally;
Represent the Branch at the Annual General Meeting to express and vote on the Branch’s views on all remits and any pre-circulated resolutions;
Share information about the Branch’s activities with the wider organisation.
184.108.40.206 In the event no financial Ordinary Member of Blind Citizens NZ accepts nomination for election to the position of Secretary and/or Treasurer, the Branch Committee shall have the power to appoint such persons who need not be financial Ordinary Members of Blind Citizens NZ. Such appointees shall not have the right to vote.
220.127.116.11 Nominations for Branch Officers and Committee Members shall be called for at the Annual General Meeting and accepted from the floor.
18.104.22.168 Should the Branch Representative subsequently be elected as a member of the Board of Blind Citizens NZ, the Branch Representative shall forfeit that position immediately upon taking office as a Board member but may remain as a member of the Committee until the next Annual General Meeting.
22.214.171.124 Should the position of Chair, Secretary, Treasurer or Branch Representative fall vacant before the end of the term of office for that position, a General or Special General meeting shall be convened as soon as practicable to fill the vacant position.
11.1.4 General Meetings
126.96.36.199 Each Branch shall hold a minimum of three General Meetings annually (not including the Annual General Meeting at a physical venue.
188.8.131.52 Remits from Branch members to be raised at the Annual General Meeting of Blind Citizens NZ shall be considered and forwarded to National Office by a time to be advised.
184.108.40.206 A Branch meeting shall debate the merits of the total of all remits and any other notified topics to be discussed at the Annual General Meeting of Blind Citizens NZ to inform the Branch Representative of its views and so indicate its voting preference.
11.1.5 Special General Meetings
220.127.116.11 A Special General Meeting may be called by resolution of a Branch Committee, or at the request of ten financial Ordinary Members of the Branch, except where the total financial Ordinary Membership of the Branch is less than forty, in which case the number required shall be a quarter of the total number of financial Ordinary Members of the Branch provided this number is no fewer than five financial Ordinary Members.
18.104.22.168 Notice of a Special General Meeting shall be notified to all Branch financial Ordinary Members in a format of the member’s choice and shall be received by the member no later than seven days before the date set down for the meeting.
11.1.6 The Branch Committee
The Branch Committee shall:
Be accountable to its membership, and shall, with respect to Branch matters, act upon and be responsible for any resolutions passed by any Branch Annual General, General, or Special General Meeting;
Interact with the Board on pertinent issues;
Ensure that documents circulated by National Office relating to the affairs of Blind Citizens NZ at a national level are reported to the Committee and, where necessary, acted upon within given timeframes;
Promote social activity and peer support;
Make all the necessary arrangements for Annual General, General or Special General Meetings of the Branch;
Encourage and promote Junior Membership of Blind Citizens NZ;
Create an environment where younger members of the blind community can benefit from their blind adult role models;
Foster a positive view of blindness to younger members of the blind community and to their parents and guardians;
Fulfil such other functions as provided for in this Constitution and in other organisational policies.
11.2 Geographic Networks
11.2.1 The Network shall be required to hold one formal face to face meeting each year between the date of circulation of remits for the Annual General Meeting and 31 August. This meeting shall:
Be attended by a quorum of five financial Ordinary Members;
Consider all remits to be presented at Blind Citizens NZ’s Annual General Meeting to determine a Network view;
Elect a Network Representative (who shall not be a member of the Board), to attend and vote at the Annual General Meeting on behalf of the Network;
Appoint the Local Coordinator for the next 12 months whose function shall be to maintain communications with members and liaise with the Chief Executive as required;
Provide National office with minutes or comprehensive notes of the proceedings of the meeting to enable verification of decisions taken.
11.2.2 Subscriptions from Network members and any verified donations received for local use shall be forwarded directly to National Office as tagged funds for the Network’s use and shall form part of any request for funds made by the Network.
11.2.3 The Network shall not operate a bank account.
11.2.4 Any additional funds requested by the Network shall be approved only at the discretion of the Board and distributed as required by National Office.
11.2.5 Any external funding applications for Network activities shall be submitted through National office.
11.2.6 A Network may present remits for consideration at the Annual General Meeting provided that each remit submitted is accompanied by documented evidence of its support from no fewer than five financial Ordinary Members of the Network.
11.2.7 The Local Coordinator may also hold the position of Network Representative provided that the Local Coordinator is not be a member of the Board.
11.3 Special Interest Networks
11.3.1 Members are not required to hold meetings and may conduct their affairs entirely through electronic means if they wish.
11.3.2 Following each Annual General Meeting of Blind Citizens NZ, the Network shall appoint the Coordinator for the next 12 months whose function shall be to maintain communications with members and liaise with the Chief Executive as required.
11.3.3 There shall be no subscriptions for membership of a Special Interest Network.
11.3.4 The Network shall not operate a bank account.
11.3.5 Any funds requested by the Network shall be approved only at the discretion of the Board and distributed as required by National Office.
11.3.6 A Network may present remits for consideration at the Annual General Meeting provided that each remit submitted is accompanied by documented evidence of its support from no fewer than five financial Ordinary Members of Blind Citizens NZ.
11.3.7 At the discretion of the Board, some financial assistance may be provided for the Coordinator to attend the Annual General Meeting and Conference but not to vote on its behalf.
12.0 Organisational Assets and Financial Administration
12.1 The Association of Blind Citizens of New Zealand (Blind Citizens NZ) is a national organisation, registered as an Incorporated Society. All the funds and property of Blind Citizens NZ, including those held by Branches, shall form part of the total assets of the national organisation. In the same way, any liabilities incurred by Branches form part of the total liabilities of Blind Citizens NZ.
12.2 Board Authority
12.2.1 The Board shall exercise control over all funds and property that fall under the administration of the National Office.
12.2.2 The Board shall not enter into any transaction that would dispose of or acquire assets, the value of which would exceed 50% of the total assets of Blind Citizens NZ, without a resolution in support having been passed by a two-thirds majority of members entitled to vote and voting on the resolution in a ballot of all financial Ordinary Members.
12.2.3 All expenses incurred in the general management of Blind Citizens NZ through the National Office shall be paid out of the General Fund, and authorised by any two of the Chief Executive and those Board members duly authorised.
12.3 Branch Authority
12.3.1 Assets held by Branches shall be administered by the Branch Committee in accordance with organisational policies.
12.3.2 When investing the Branch’s funds on behalf of Blind Citizens NZ, the Branch Committee shall not expose Blind Citizens NZ’s assets to risk through imprudence or cupidity. The same rules on investments adopted by the Board when approving investments shall also apply to the investment of Branch funds by Branch Committees.
12.3.3 Branches shall seek advice from the Board before entering into any contract, legal obligation, written agreement or financial commitment, whether one-off or ongoing, where:
The total financial outlay represents 50% or more of the branch’s total reserves; or
A default by either party may have legal or financial repercussions.
12.3.4 Each Branch shall retain all monies received by way of Ordinary and Associate Members’ annual subscriptions, donations where the donor’s intention in favour of the Branch is clear, and the proceeds of local fund-raising efforts by the Branch. Branches may also seek funding from agencies within their area where the application of such funding is strictly local.
12.4.1 Upon notification of any bequest in Blind Citizens NZ’s name, the bequest must be validated by the National Office, whether specified for Blind Citizens NZ nationally or for a Branch.
12.4.2 Following verification that the bequest is intended for Blind Citizens NZ, the Board will be advised of the bequest and, where necessary, will make a decision as to whether the funds are to be disbursed to National Office or a specific Branch.
12.4.3 All bequests must be used in accordance with the provisions specified in the bequest.
12.4.4 In the event of any dispute that remains unresolved between the Board and a Branch regarding the distribution of a bequest, the issue shall be dealt with in accordance with the process for handling complaints and grievances outlined in Rule 14 of this Constitution.
12.5.1 Funding applications by Branches to national funding sources shall be initiated through Blind Citizens NZ’s National Office, and shall be submitted to the Chief Executive no later than one month prior to the close of applications.
12.5.2 Any conflicts between local and national interests shall be resolved by the Board on a case-by-case basis.
12.6 Pecuniary Gain
12.6.1 For the purpose of this Ruling, a Board, Branch or Staff Member is deemed to have a pecuniary interest in a Blind Citizens NZ transaction if they, or those with whom they are closely associated, will or may directly or indirectly derive a material financial benefit from the transaction.
12.6.2 No Board, Branch or staff member, or those with whom they are closely associated, shall participate in, or materially influence, any decision made by Blind Citizens NZ or the Board from which they would derive any income, benefit or advantage.
12.6.3 Special remuneration may be paid to any Board or Branch Member undertaking a specific service or project in the interests of Blind Citizens NZ that lies outside the normal expectations of their position provided that any income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).
12.6.4 The provisions and effect of such remuneration must be approved in advance and may only be authorised by a majority of the Board or Branch General Meeting and must be reported in the Minutes and in the annual accounts.
12.6.5 Once a Board, Branch or Staff Member becomes aware that they, or those with whom they are closely associated, will or may have a direct or indirect pecuniary interest in a Blind Citizens NZ transaction, whether proposed or already executed, they must disclose to the Board or Branch the existence, nature and extent of that interest.
12.6.6 The disclosure must be recorded in the Minutes of the Board or Branch General Meeting along with any remedial action agreed upon in light of the disclosure.
12.6.7 The provisions and effect of this sub-rule shall not be removed from this Constitution and shall be included and implied into any document replacing this Constitution.
13.0 Common Seal
13.1 The Board shall have control of Blind Citizens NZ’s common seal and must provide for its safe custody.
13.2 The common seal may be used only with the authority of the Board.
13.3 Every document to which the common seal is affixed shall be signed by any two of the Chief Executive and those Board members duly authorised.
14.0 Complaints and Grievances
14.1 It is important for the credibility of Blind Citizens NZ and the work it undertakes that its own members do not jeopardise the good name of the organisation through conduct that may bring the organisation into disrepute. To this end, there will be occasions when application for membership is disallowed and where existing members must be held to account for their actions. Similarly, there may be occasions when a member or group of members Feel that their rights as members have been undermined and wish to call the Board to account for its own actions.
14.2 When such a situation arises, the Board shall, in the first instance, investigate the evidence of alleged wrong-doing and establish the facts to the best of its ability
14.3 If the Board’s findings are unacceptable to the subject of the complaint or to the party instigating the complaint or grievance against the Board, the member or group of members concerned have a right to be heard before the complaint or Grievance is resolved or any outcome is determined.
14.4 Should a complaint against a prospective member be upheld, application for Membership of Blind Citizens NZ may be withheld at the discretion of the Board and the applicant advised accordingly.
14.5 Should there be a complaint against an existing member, the Board shall:
14.5.1 Investigate the actions of the member who is alleged to have:
Misappropriated Blind Citizens NZ funds or assets; or
Engaged in actions or behaviours that may, directly or indirectly, damage the reputation of Blind Citizens NZ; and
14.5.2 If satisfied the complaint is justified, decide to:
Suspend or expel the member from membership of Blind Citizens NZ or;
Disqualify the member from holding any one or more local or National Office-holding positions within Blind Citizens NZ for a specified period of time; or
Censure the member with a warning against future transgressions; or
Take no further action.
14.6 Should the Board’s findings or proposed actions over the substance of a complaint about a member, or over a complaint or grievance by a member (or group of members) about the Board, still be in dispute, the following process shall be instituted by the Board.
14.6.1 An external decision-maker, whose impartiality is accepted by both parties to the dispute, shall be appointed to adjudicate on the matter.
14.6.2 The decision-maker shall accept written submissions and/or conduct an oral hearing if requested to do so by either party.
14.6.3 A member or members representing their own interests may have a support person present in an oral hearing.
15.0 Amending this Constitution
15.1 The Board may at any time propose an alteration to this Constitution for approval by members.
15.2 Notwithstanding the provisions of Clause 15.1, the Board may alter the Constitution without the approval of a resolution of members if the alteration is to correct a manifest error or is necessary to align the Constitution with any changes to applicable governing legislation. Such alterations shall be advised to members by National Office using all media at its disposal (but excluding individual advice), and shall be reported to the next Annual General Meeting of Blind Citizens NZ.
15.3 In all other cases, the Board shall send notice of its proposed alteration to the Constitution to all financial Ordinary Members of Blind Citizens NZ in their preferred format; such notice to be in sufficient detail to allow for members to have a reasonable appreciation of the nature and effect of, and the reasons for, the proposed alteration.
15.4 There shall be an eight-week period for discussion prior to the circulation of any voting material, and a teleconference with representatives from Branches and Networks shall be convened by the Board for the purpose of resolving any outstanding issues should these exist at the end of the discussion period.
15.5 Should issues still remain following the discussion period, the voting material shall include a member-initiated counter-proposal to assist members in exercising their vote.
15.6 The voting material and resolution to alter this Constitution shall be circulated as soon as practicable to all financial Ordinary Members of Blind Citizens NZ and shall:
Take account of each member’s format preferences for receipt and voting; and
Advise the date and time for the close of voting.
15.7 A resolution to alter the Constitution must be passed by a two-thirds majority of members entitled to vote and voting on the resolution.
15.8 The outcome of the ballot shall be notified by National office using all media at its disposal (but excluding individual advice) as soon as practicable following the counting of votes.
15.9 In no event shall any alteration of this Constitution be made if the alteration would detract from the charitable nature of the objects of Blind Citizens NZ or permit any funds of Blind Citizens NZ to be expended other than in pursuance of those objects.
16.0 Liquidation of Blind Citizens NZ and Disposal of Surplus Assets
16.1 A special meeting of members shall be convened to discuss any decision to wind up the affairs of Blind Citizens NZ.
16.2 As part of the winding-up process, the members shall be required to pass resolutions to determine the transfer and distribution of surplus assets upon liquidation and to appoint a liquidator.
16.3 The notice containing the resolutions for adoption shall be circulated to all financial Ordinary Members of Blind Citizens NZ and shall:
Take account of each member’s format preferences for receipt and voting: and
Advise the date and time for the close of voting.
16.4 Each of the resolutions must be passed by a two-thirds majority of the Members entitled to vote and voting on the resolutions.
16.5 Upon the liquidation of Blind Citizens NZ, all surplus assets after payment of all costs, debts and liabilities shall be transferred in accordance with the resolution as the members have determined before the liquidator was appointed, to such charitable organisation in New Zealand having objects similar to those of Blind Citizens NZ and of benefit to the blind community.