NEW ZEALAND UROLOGICAL NURSES SOCIETY INCORPORATED(“Society”)
Incorporated under the Incorporated Societies Act 1908 (“Act”)
NOTICE OF ANNUAL MEETING
To:The Members of the Society
1. Notice
Notice is given that an annual meeting of the Society will be held on
Friday 30October 2015 in Wellington (“Meeting”)
Ragimarie Room1 Te Papa
55 Cable St, Wellington
The meeting will convene at 7:15 am.
Breakfast will be served before the Meeting from 7:00am.
2.Business
The nature of the business to be transacted at the Meeting is to:
(a)Consider and approve the annual accounts for the period
1July 2014 to 30 June 2015;
(b)Confirm the Minutes of the last annual meeting;
(c)To ratify the approval of the annual accounts for the period
1July 2013 to 30 June2014, previously approved by postal ballot;
(d)Consider and approve various amendments to the Constitution of the Society (“Constitution”).
3.Resolutions
A: General Business
- That the Society’s annual accounts for the year ended 30 June 2015 be approved.
- That the minutes of the last annual meeting of the Society be approved.
- That the approval of the Society’s annual accounts for the year ended 30 June 2014 be ratified.
B: Amendments to the Constitution
Resolution 4.That clause 4.3 of the Constitution be amended by deleting the words “at arm’s length and in accordance with” which are immediately before the words “prevailing commercial terms” and inserting in their place the following: “on terms at, or more favourable to the Society than,”.
Proposed wording change to the Constitution / Existing Wording of the Constitution
4.3. Any transactions between the Society and any member, officer or member of the Committee, or any associated persons shall be on terms at, or more favourable to the Society than prevailing commercial terms on which the Society would deal with third parties not associated with the Society, and any payments made in respect of such transactions shall be limited to
4.3.1. A fair and reasonable reward for services performed,
4.3.2. Reimbursement of expenses properly incurred,
4.3.3. Usual professional, business or trade charges, and
4.3.4. Interest at no more than current commercial rates / 4.3. Any transactions between the Society and any member, officer or member of the Committee, or any associated persons shall be at arms' length and in accordance with prevailing commercial terms on which the Society would deal with third parties not associated with the Society, and any payments made in respect of such transactions shall be limited to
4.3.1. A fair and reasonable reward for services performed,
4.3.2. Reimbursement of expenses properly incurred,
4.3.3. Usual professional, business or trade charges, and
4.3.4. Interest at no more than current commercial rates
Rationale: To enable “koha” payments to members: Under Section 59(d) of the Act, members of the society can receive payment as a servant of a society. Under the current wording of the Constitution, when a payment is made to a member/s that is small and akin to a ”thank you” or “koha” payment this is not negotiated at arm’s length and is not on prevailing “commercial terms” and is, therefore, contrary to Rule 4.3.
Resolution 5.
That the Constitution be amended by deleting clause 12.4 and replacing it with the following:
“Committee meetings may be held via video or telephone conference, or such other electronic formats as the Committee may decide.”
Proposed wording change to the Constitution / Existing Wording of the Constitution
12.4 Committee meetings may be held via video or telephone conference, or such other electronic formats as the Committee may decide / 12.4Committee Members may meet by telephone or videoconference, or by computer messaging where all CommitteeMembers are logged in as present and able to contemporaneously receive and send messages.
Rationale: Provides greater flexibility in determining appropriate electronic media for meetings.
Resolution 6.
That the Constitution be amended by deleting clause 12.9 and replacing it with the following:
“The Committee and any subcommittees may act by resolution approved by not less than two thirds of the members of the Committee or subcommittee through a written ballot.”
Proposed wording change to the Constitution / Existing Wording of the Constitution
12.9 The Committee and any subcommittee may act by resolution approved by not less than two thirds of the members of the Committee or subcommittee through a written ballot / 12.9. The Committee and any subcommittee may act by resolution approved by not less than two thirds of the members of the Committee or subcommittee in the course of a telephone orvideo conference call, computer link, or through a written ballot
conducted by mail, facsimile or email
Rationale: A meeting held via electronic media, which allows for real time discussion of issues is no different to a “physical” meeting where Committee members are present in the room. Therefore, the Committee should be able to act by simple majority. A written ballot can be distinguished from a meeting (whether physical or electronic) because there is no real time discussion of issues. Therefore in this case a two thirds majority should be required.
Resolution 7.
That clause 16 of the Constitution be amended generally by deleting every reference to “postal ballot” and replacing them with“written ballot”.
Proposed wording change to the Constitution / Existing Wording of the Constitution
Clause16 generally:
replacing with “written ballot” / “postal ballot”
Rationale: The wording used in the Committee ballot voting procedure is “written ballot” and for general meetings it is called a “postal ballot”. This change gives consistency throughout the Constitution and to enable the use of electronic media rather than physical post.
Resolution 8.
That clause 16.1 of the Constitution be amended by adding the following sentence at the end of the current text:
“If the Committee decides not to hold an Annual General Meeting in any year then the Committee must hold a written ballot pursuant to Rule 16.9.5 for the purpose of approving the Society’s annual financial statements”.
Proposed wording change to the Constitution / Existing Wording of the Constitution
16.1 The Annual General Meeting may be held in conjunction with the Society’s conference or at another such date, time and place as determined by the Committee. If the Committee decides not to hold an Annual General Meeting in any year then the Committee must hold a written ballot pursuant to Rule 16.9.5 for the purpose of approving the Society’s annual financial statements / 16.1 The Annual General Meeting shall be held in conjunction with the annual Society’s conference or at another such date, time and place as determined by the Committee.
Rationale: To provide a mechanism for the annual financial statements to be approved when/if a conference is not held in any given year. It is not a requirement under the Act to hold an AGM. However it is a requirement that the annual financial statements are filed with the Registrar and that these have been submitted to, and approved by, the members of the society.
Resolution 9.
That clause 16.9.5.2 be amended by deleting the reference to “date of positing” and replacing it with “the date the ballots are sent or otherwise notified and made available to members”.
Proposed wording change to the Constitution / Existing Wording of the Constitution
16.9.5.2 The resolution to hold a written ballot shall set a
closing date and time for ballots to be received by the Secretary, but the closing date shall be no earlier than a fortnight after the date ballot papers are sent out to financial members (excluding the date the ballots are sent or otherwise notified and made available to members) / 16.9.5.2 The resolution to hold a postal ballot shall set a
closing date and time for ballots to be received by the Secretary, but the closing date shall be no earlier than a fortnight after the date ballot papers are sent out to financial members
(excluding the date of posting)
Rationale: To enable the use of electronic media rather than physical post. This would allow the Society to send members an email directing them to download ballot papers and any explanatory notes from a website, for example.
Resolution 10.
That the Constitution be amended by deleting clause 16.9.5.4 and replacing it with the following:
“Written Ballots may be dispatched to and received from members by mail, delivery, facsimile, email or other electronic means approved by the Committee”.
Proposed wording change to the Constitution / Existing Wording of the Constitution
16.9.5.4Written Ballots may be dispatched to and received from members by mail, delivery, facsimile, email or other electronic means of approval by the Committee. / 16.9.5.4Voting in a postal ballot may be by ballots
returned to the Secretary by mail, delivery, facsimile or email
Rationale: To enable the use of a wider range of electronic media to conduct the business of the society.
Resolution 11
That the Constitution be amended by deleing the following clause adopted by meeting of the society at Tauranga on 31 October 2009:
“That upon receipt of full financial conference statements, the society’s annual conference convenor will be assigned 10% of the annual NZUNS conference profits. This is to be distributed fairly amongst individual conference committee members as recognition of their contribution. The NZUNS Treasurer will make payment following approval by the NZUNS committee”.
Proposed wording change to the Constitution / Existing Wording of the Constitution
Delete. / That upon receipt of full financial conference statements, the society’s annual conference convenor will be assigned 10% of the annual NZUNS conference profits. This is to be distributed fairly amongst individual conference committee members as recognition of their contribution. The NZUNS Treasurer will make payment following approval by the NZUNS committee.
Rationale: It is not a matter that should be dealt with in the constitution. It is contrary to Rule 4.3 of the Constitution and Section 5(a) of the Act.
Andrea Nixon,
Chairperson of the Society 2013 - 2015
Date: 09.10.2015