February 2019

Introduction to the Revised Rules – February 2019

Dear Blind Citizens NZ Member

The Board was pleased to see the 2018 Annual General Meeting give the ‘go ahead’ for a revised constitution to be developed embracing the changes that were adopted there. The information that follows will seek to explain where these changes have occurred and, what this means for Blind Citizens NZ. The Board hopes that you will find the time to study our proposed new rules and provide feedback to us. The Board will then make decisions based on all feedback received. This is due by 4pm, Monday 1 April 2019. The Board will then circulate a final version of the constitution, to all financial members, to be voted upon.

If you want to compare the current constitution with the revised constitution, and you have internet access, you can find the current constitution (last updated in December 2018), on our website under ‘Publications’, then search for ‘constitution’. Alternatively, you can contact Rose Wilkinson at National Office for a copy in your preferred format. Contact details are at the end of this document.

Please note that it will not be possible to compare both sets of rules on a clause-by-clause basis. Although some rules have remained largely intact, some clauses dealing with operational matters are now considered no longer fit to be included in a constitution. They have been moved into the Operational Policy Manual. There has also been some ‘tidy up’ work carried out to aid readability, such as the removal of repetitive information and a general re-ordering of material to provide a more logical sequence.
Other changes have been made in line with the proposed new Incorporated Societies legislation, which is making its way through the parliamentary process.

We will now provide a summary of the changes made to the current constitution. We will cover each rule as outlined in the current constitution and refer you to its equivalent in the revised set of rules.

1. Rule 1 ‘Name” is the first rule in both constitutions, but the revised rules also provide some history of the name changes that have occurred since 1945.

2. Rule 2 in the current constitution (Badge) has been deleted since it is seen as having no relevance in a constitution.

3. Rule 3 in the current constitution is ‘Objects’. This has been replaced in the revised constitution by Rule 4 and is the set of objects circulated for comment during 2018 and modified in line with suggestions received at the time.

4. Rule 4 in the current constitution is ‘Registered Office’. This is now Rule 2 in the revised constitution and has now been supplemented with some extra contact details.

5. Note that Rule 3 in the revised constitution is now a new section on definitions of various terms used in this document. We need to provide those unfamiliar with our organisation with a definition of how we intend these terms to be interpreted in our rules.

6. Rule 5 refers to Membership in both sets of rules. The membership class called ‘Honorary Membership’ in the current constitution has been deleted from the revised constitution because, being for only one year, its application is meaningless as a membership class. It has been replaced with ‘Affiliate Organisation Membership’, which although previously mentioned in the text, was not included as a membership class, even though it should have been.
The references to this class of membership at the end of the current constitution are reduced to some basic statements in the revised constitution because of the coverage provided in other documents. Other changes are mainly around consolidation and the removal of repetitive information.

7. Rule 6 in the current constitution is ‘Annual General Meeting and Conference’. This is Rule 8 in the revised constitution. The revised constitution includes the new definition of the role of the AGM as agreed at the Annual General Meeting, replacing the former definition of “supreme governing Body”, and states:
“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”.

This is a significant change because it establishes a relationship between the members and the Board that reflects what has been the situation for some considerable time now but which the current constitution does not acknowledge. Other changes made to this rule include a list of the normal business conducted at an AGM and a mention of how Branch and Network Representatives are supposed to vote on pre-circulated remits and resolutions. This latter point was never mentioned in the current constitution. Otherwise, much of the rest remains unchanged.

8. Rule 7 in the current constitution is ‘National Council’ and has been deleted from the revised constitution. As agreed at the 2018 AGM, National Council has been disestablished as part of our governance structure and Branch National Councillors are now to be called Branch Representatives.
They will however retain their current functions with the exception of their attendance at National Council meetings, which have also been disestablished under this name. Provision has been made however to allow for their attendance at special meetings called to discuss strategic issues which now appears in a later rule in the revised constitution.

9. Rule 8 in the current constitution is the ‘Board’. This is now Rule 6 in the revised constitution. It has been updated in the revised constitution according to the new Board composition as agreed at the AGM. These changes are:
• A three-year term of office for all Board members, including the National President;
• The Board to comprise six Members-at-Large plus the National President;
• An annual election for two out of the six Member-at-Large positions;
• The optional appointment (co-option) of a maximum of two Blind Citizens NZ members to the Board for a period of any length but not exceeding two years;
• The World Blind Union Representative to be an appointed rather than an elected position, with the WBU Representative being co-opted to the Board for the term of their appointment unless the appointee is already an elected member on the Board.

Another new feature added is a description of the role of the Board which includes the Board’s need to act in accordance with the mandate communicated to it by members, as well as a number of other functions common to boards in general. We cover process around co-option in some detail, as is the calling of special meetings to replace those of National Council. Other Board processes have been re-ordered into a better sequence.

10. Rule 9 in the current constitution has two sections. The first refers to the Management Committee. The original intention was to delete this in the revised constitution because it was entirely operational in nature. The second section of Rule 9 refers to Staff and will now appear alone in the revised constitution as Rule 7. There has been one minor change here relating to the need for monitoring and evaluation.

11. Rule 10 in the current constitution is ‘Elections’. This is Rule 9 in the revised constitution. The revised constitution is obviously very different from the current constitution in many respects since we now have a Board of seven and a three-year term of office with each annual Member-at-Large election being for the now only two Board positions held by retiring Board members. There will be no more extraordinary elections and, should one member-at-large position remain unfilled on the Board, no action will be taken given that co-option is always available if needed. If there are two or more Member-at-Large positions still vacant following the most recent election, or there were no candidates for the position of National President, the AGM itself will be required to take whatever remedial action is required.

12. Rule 11 in the current constitution (10 in the revised constitution) deals with establishing and disestablishing Branches and Networks. The operational instructions surrounding the formation of new Branches have been deleted in the revised constitution and transferred to the Operational Policies manual, leaving just a few basic statements describing this process. There have been some minor changes in the disestablishment area including what happens to branch funds when a branch is disestablished. The clauses surrounding Networks have been largely untouched, with the exception that the AGM no longer has to endorse their establishment/disestablishment but merely receives a report from the Board.

13. Rule 12 in the current constitution (11 in the revised constitution) deals with Branch and Network Responsibilities. A few references have been made to the functions of a Branch Representative in the revised constitution so that it is clear why there is such a position, but the rest of the changes are mainly cosmetic.

14. Rule 13 in the current constitution (Rule 12 in the revised constitution) is ‘Organisational Assets and Financial Administration’. The section on Pecuniary Gain in the revised constitution has been strengthened in line with the proposed new legislation on Incorporated Societies, which has come down hard on ensuring that any transactions do not have a material financial benefit for officials in the organisation. Otherwise, there have been some other minor tweaks to reflect current practice.

15. Rule 14 in the current constitution (Rule 13 in the revised constitution) ‘Common Seal’ remains the same.

16. Rule 15 in the current constitution (Member Discipline) has been replaced by Rule 14 in the revised constitution (Complaints and Grievances). The rule on Member Discipline was all about how members who have transgressed should be dealt with. Though this has been retained in the new rule, the emphasis is now on a member’s right to be heard in a dispute with the Board. This is in line with the new Incorporated Societies legislation and reflects a similar rule now included in the Blind Foundation’s constitution.

17. Rule 16 in the current constitution on ‘Special Representatives’ has been deleted. However, operational instructions with respect to the position of Patron have been transferred to the Operational Policies Manual. Prior to implementing procedures for the appointment of Patron, the Board will engage with members and seek feedback.

18. Rule 17 in the current constitution (Rule 15 in the revised constitution) relating to amending this constitution has been changed to reflect the process agreed at the AGM to allow all members to vote on constitutional changes.
It is broadly based on the Blind Foundation’s process but in a much simpler form and includes two ‘mail-outs’ to members; the first being notification of the proposed alteration and allowing for a discussion period, and the second of a much shorter duration to allow for voting. A summary of feedback received in response to the draft constitution, will be included with the proposed Constitution, when issued to financial members to vote on.

19. Rule 18 in the current constitution (Rule 16 in the revised constitution) on the winding up process, has been amended slightly to bring it more into line with the Blind Foundation’s constitution, which received legal scrutiny when it was being revised. In the unlikely event that we might need to implement this rule, we would no doubt seek further legal advice at the time.

The Board received its first draft of this constitution at its Annual Planning Meeting in November 2018. With a few minor amendments, this has the Board’s full support including the timelines for implementation. One of the amendments sought by the Board in November was to change the title of Executive Officer to that of Chief Executive. The current title gives a false impression of worth to the organisation that could reflect unfairly on the position when compared with the titles of those in similar senior management positions. The Board is fully in support of this change being adopted throughout the organisation, and is reflected in the draft constitution. We regard this as just another part of the process of bringing Blind Citizens NZ’s governance and operations into the modern era.

Feedback should be received no later than 4pm, Monday 1 April 2019.

This should be sent to Rose Wilkinson at one of the following:
• rwilkinson@abcnz.org.nz
• Phone: 0800 222 694
• PO Box 7144, Newtown, Wellington 6242

Jonathan Godfrey
National President
On behalf of the Board, Blind Citizens NZ