Our Constitution

For more information on NZDSN's Policies and Procedures, click here (members only).

1. NAME

2. OBJECTS

3. PARTICULARS

4. MEMBERSHIP

5. HONORARY LIFE MEMBERSHIP

6. TERMINATING MEMBERSHIP

7. ELECTION OF THE BOARD AND OFFICERS

8. MEETINGS OF THE BOARD

9. POWERS OF THE BOARD

10. FINANCIAL

11. SUBSCRIPTIONS

12. MEETINGS

13. VOTING

14. QUORUM

15. PROXIES

16. SUSPENSION

17. RIGHT OF APPEAL

18. MEMBERS PECUNIARY GAIN (NO PROFIT)

19. NO RULES

20. ALTERATION TO RULES

21. COMMON SEAL

22. REGISTERED OFFICE

23. SERVICE OF NOTICES

24. CONFIDENTIALITY

25. MEMBERS BOUND BY CONSTITUTION

26. LIQUIDATION

27. DEFINITIONS

28. INTERPRETATION

Return to the top

1. NAME

1.1 The name of NZDSN shall be New Zealand Disability Support Network Incorporated (“NZDSN”).

Return to the top

2. OBJECTS

2.1 The objects of NZDSN are:

1. Work collaboratively with disabled people their families and allied agencies to foster a strong, vibrant and inclusive society.
2. Provide leadership for the disability support sector.
3. As ancillary to its other objects, to consult with government to encourage law reforms generally for disabled people and the disability support sector.
4. Support and disseminate research in the field of disability support.
5. Promoting workforce development strategies and programmes that support sector capacity, effectiveness and best practice.
6. Address Members educational and informational needs.
7. Ensure good communication with Members and build strong relationships with Members.
8. Support the establishment of special interest networks.
9. Provide forums where Members can promote and discuss matters of interest and/or concern.
10. To negotiate and promote sector benefits that reduces member risks and builds member savings through leverage against collective economies of scale.
11. Keep up to date with emerging trends and thinking, nationally and internationally.
12. Research, establish and promote best practice standards.
13. To do all such things as are incidental or conducive to the attainment of the objects of NZDSN.

Return to the top

3. PARTICULARS

Return to the top

4. MEMBERSHIP

4.1 The primary purpose of Membership of NZDSN is to enhance and promote the work of NZDSN and to contribute to the achievement of NZDSN’s objectives.

4.2 Membership of the NZDSN is open to organisations and individuals whose aims and objectives are consistent with NZDSN.

4.3 There shall be two categories of Membership:

1. Full Members – shall be organisations, whether corporate or otherwise, who provide disability support services.
2. Associate Members – shall be individuals, groups and organisations that have an interest in the disability support sector.
3. The Board shall be the final arbiter as to eligibility.

4.4 Subject to section 31 of the Incorporated Societies Act 1908, a corporate Member will be one Member.

4.5 An organisation Member or group Member will be one Member.

4.6 The persons signing these Rules as Members (at least 15) are the first Members of NZDSN.

4.7 Prospective new Members shall apply by completing and returning the relevant application form. Their application shall be considered by the next meeting of the Board who will approve or decline admittance at its sole discretion.

4.8 An applicant becomes a Member on receipt of acknowledgment from the Board that its application has been approved and Membership fee received.

4.9 Each full Member shall be entitled to one vote at general meetings and shall be eligible to hold office.

4.10 Each Full Member, if an organisation, must nominate from time to time one person who may exercise voting rights on behalf of the Member and the persons who may exercise all other rights and privileges of the membership, such nomination must be in writing.

4.11 The Board may limit the number of people who may be nominated under clause 4.10.

4.12 Each Associate Member shall be entitled to attend and participate in general meetings, but shall not be entitled to vote or hold office.

4.13 The Board may establish further classes of membership by ordinary resolution at any meeting of the Board.

Return to the top

5. HONORARY LIFE MEMBERSHIP

5.1 Any individual employed by a Full Member may be nominated as a Life Member with the prior approval of the Board.

5.2 The nomination must be in writing and signed by two existing Members as propose and second respectively.

5.3 The nomination must be approved by special resolution at a meeting of Members.

5.4 Life Members need not pay any Membership Fee.

5.5 Subject to clause 6, Life Members will enjoy all the rights and privileges of Membership and are included in the term "Members" for the purposes of these Rules.

Return to the top

6. TERMINATING MEMBERSHIP

6.1 Membership of NZDSN may be terminated if:

1. The Board determines that the Member is unfinancial. This will be when a member has not paid their Membership Fee despite having received two official reminders and the Board elects not to grant an extension nor waive the fee.
2. The Board, following due investigation and at its sole discretion, determines that the Members conduct is incompatible with the aims and objectives of, or has or is likely to bring discredit upon, NZDSN and its Members. This will be subject to the Member’s right of appeal contained in Clause 17.
3. If the Member fails to observe these Rules or any regulations made under these Rules.
4. A Member, by notice in writing, resigns from membership.

6.2 Any Member may resign Membership by delivering a written resignation to the Board to take effect from the date on which such notice is received by the Board.

6.3 Any Member who ceases to be a Member of NZDSN for any reason shall:

1. Forfeit all rights and privileges accorded to Members and all rights or interests which the Member may hold in property of NZDSN;
2. Shall be liable for the immediate return of all NZDSN property in the Members possession or control;
3. Shall remain liable for any unpaid Membership Fee in respect of the financial year during which the Member so ceases to be a Member and for any arrears of subscriptions or debts prior to ceasing to be a Member, and
4. Must not hold himself or herself or itself out in the future as a Member of NZDSN.

6.4 NZDSN shall be empowered to take all such action including proceedings in any Court of Law as may be necessary to secure the return of its property from those persons no longer entitled to retain it and to obtain payment of any unpaid subscriptions or debts.

Return to the top

7. ELECTION OF THE BOARD AND OFFICERS

7.1 The Board of NZDSN shall initially comprise the Establishment Board, who shall remain until the first Annual General Meeting of the Members.

7.2       Thereafter the Board of NZDSN shall consist of nine persons three of whom shall be elected each year by the Members at the Annual General Meeting.  This will be as a result of the compulsory stand down of all Board members who have served their three years, ensuring this is no fewer than three Board members each year.  In the case of fewer than three Board members having completed their three year term then the stand down will be either by agreement or if no agreement can be reached, the three longest serving Board members shall stand down.

7.3       Only full Members of NZDSN are eligible for election.

7.4       Nominations for the Board shall be in writing and shall be submitted no later than 35 working days before the Annual General Meeting.  All nominations shall be proposed and seconded by full Members of NZDSN and each nomination form must be signed by the nominee.

7.5       The officers of the Board shall be the Chairperson and the Deputy Chairperson.  The Board shall not have a Treasurer or Secretary.

7.6       The Chairperson and Deputy Chairperson will be elected by the Board Members at their first meeting after the Annual General Meeting.

7.7      The Board has the power to appoint full Members to fill vacancies not filled at the Annual General Meeting until the next Annual General Meeting.

7.8       The Board shall have the power to co-opt up to three persons or Members with specific skills (or for a specific purpose) to the Board for the period of a particular project or for one year, at the Board’s sole discretion.  Co-opted members are eligible for re-appointment for a total term not exceeding six years.

7.9       The Chief Executive Officer reports to the Board but is not a member of the Board.  The Chairperson and Deputy Chairperson shall be appointed by the Board annually.

7.10       The elected Members will be elected for a term of three years and are eligible for re-election for one further terms of three years (so long as the total period of appointment does not exceed six years) and thereafter cease to be eligible until they have been stood down for a period of two years.

Return to the top

8. MEETINGS OF THE BOARD

8.1 Meetings of the Board shall be held a minimum of six times a year or at such times as the Chairperson may direct.

8.2 The Chairperson or nominee shall chair all meetings.

8.3 Five Members shall form a quorum (out of eight).

8.4 Every resolution at meetings of the Board shall be determined by ordinary resolution.

8.5 In each case of an equality of votes, the Chairperson shall have a deliberative but not a casting vote.

8.6 Minutes must be kept of all proceedings at all Board Meetings.

8.7 The inadvertent omission of any procedural requirement for any Board meeting will not invalidate the proceedings at that meeting.

8.8 The Chairperson may adjourn a Board meeting from time to time and from place to place, but no business can be transacted at any adjourned Board meeting other than the business left unfinished at the Board meeting from which the adjournment took place.

8.9 The Chairperson must adjourn the meeting as above if directed to do so by the Board meeting.

8.10 The Board has the power to remove a Board member by unanimous vote (excluding the Member being considered in the vote).

Return to the top

9. POWERS OF THE BOARD

9.1 The Board shall control and manage the affairs of NZDSN, its funds and all activities carried out by, or on account of, NZDSN.

9.2 The Board shall have the powers of NZDSN subject to and valid directions expressly required to be exercised by NZDSN by an ordinary resolution at an Annual meeting or as otherwise provided by these rules.

9.3 The powers of the Board include but are not limited to the following and are at all times are subject to any variation/direction made by ordinary resolution at an Annual Meeting:

1. To appoint sub-committees to carry out particular duties as deemed necessary.
2. To appoint a Chief Executive Officer.
3. To open and operate bank accounts in the name of NZDSN.
4. To invest funds with approved institutions.
5. To borrow or raise money for the pursuit of NZDSN’s objectives.
6. To give guarantees.
7. To enter into contracts on behalf of NZDSN.
8. To acquire, establish, provide and maintain land and buildings for the purpose of NZDSN.
9. To manage and administer all grants.
10. To make charges for the provision of services.
11. To do all such other things as are incidental or conducive to the attainment of NZDSN’s objects.

Return to the top

10. FINANCIAL

10.1 All funds received by NZDSN must be paid into its bank account.

10.2 All cheques or withdrawals made from the bank account must be signed by the Cheque Signatories.

10.3 The Board must arrange for annual accounts of NZDSN to be promptly prepared in accordance with accepted accounting principles after the Balance Date each year.

10.4 The annual accounts for the preceding Financial Year must be submitted to each Annual Meeting.

10.5 NZDSN’s books must be audited each year.

10.6 The auditors report must be submitted to the Annual Meeting with the annual accounts.

10.7 The auditor will be appointed at the Annual Meeting each year.

Return to the top

11. SUBSCRIPTIONS

11.1 An annual Membership Fee will be recommended by the Board and fixed by the Members at the Annual Meeting.

11.2 The Members may fix different Membership Fees for individual Members and Members who are organisations.

11.3 Membership Fees must be paid by the Subscription Date each year.

11.4 No person whose Membership Fee is due and not paid may vote at a meeting of Members or enjoy any of the other rights or privileges of Membership.

11.5 Members whose fees are unpaid at 30 September following two official reminders shall be deemed to have resigned and membership shall be terminated.

Return to the top

12. MEETINGS

12.1 Special General Meeting

1. A Special General meeting may be called by Board.
2. 21 days written notice must be given to Members along with notice of the business to be transacted.
3. At least 50 Full Members or at least 25% of the total number of Members whichever is the higher, can requisition a Special General Meeting.
4. At least 75% of the total number of Members is required to requisition a Special General Meeting in the event the business being considered is a lack of confidence in the Board or alteration to this Constitution.

12.2 Annual General Meeting

1. An annual meeting of Members should be held every year by 30 September.
2. The following business will be considered at the Annual Meeting:
   • Presentation of an annual report
   • Presentation of audited financial statements including a balance sheet and statement of accounts
   • The election of persons to vacated Board positions as required
   • The appointment of an auditor
   • The fixing of Membership Fee
   • Notices of motion
   • General business
3. The Annual report and accounts shall be circulated to all Full Members.
4. Notice of the Annual Meeting and the call for notices of motion, remits, any special resolutions and nominations shall be made by the Board 30 working days prior to the Annual Meeting.
5. Notices of motion, remits, any proposed special resolution and nominations shall be forwarded in writing to the Board no later than 20 working days before the Annual Meeting and distributed promptly to Members (no later than five working days before the Annual Meeting).
6. Items of general business may be discussed at the Annual Meeting provided prior notice has been given in writing to the Board no later than 15 working days before the Annual Meeting.
7. Failure to hold the Annual Meeting in the Annual Meeting Month will not invalidate the proceedings of an Annual Meeting which is held in any other month.

12.3 The Chairperson shall chair all Special General Meetings and Annual General Meetings.

12.4 The accidental omission to give a notice of a meeting to, or the non-receipt of a notice of a meeting by, any Member will not invalidate the proceedings at that meeting.

12.5 All decisions of Members' meetings will be made by an ordinary resolution unless these Rules provide otherwise.

12.6 Minutes must be kept of all proceedings at all Members’ meetings.

12.7 Except as provided in these Rules and any regulations made under these Rules each meeting of the Members may regulate its own procedure.

12.8 The inadvertent omission of any procedural requirement for any Member’s meeting will not invalidate the proceedings at that meeting.

Return to the top

13. VOTING

13.1 Voting at each meeting of Members will be by:

1. Voting by voice; or
2. Voting by show of hands
3. Secret Ballot

13.2 The Chairperson will decide which method is used but must comply with any request for voting by a show of hands made by a Member entitled to vote.

13.3 A declaration by the Chairperson of a meeting that a resolution is carried by the necessary majority is conclusive evidence of that fact.

13.4 The Chairperson will be entitled to a second or casting vote in the event of a deadlock.

13.5 Subject to these Rules every other Member present has one vote.

13.6 The Board may exercise its discretion to permit voting by postal ballot.

13.7 The rules applying to quorums and voting will, with any necessary changes, apply to postal ballots.

13.8 The Board must make sure that Members are fully informed of all relevant issues relating to a postal ballot.

13.9 The Board may otherwise decide how to conduct a postal ballot.

Return to the top

14. QUORUM

14.1 Subject to the rest of this clause no business may be transacted at a meeting of Members if a Quorum for Members' Meetings is not present.

14.2 If a quorum is not present within 30 minutes of the start time for the meeting, the meeting will be adjourned to:

1. The same day in the following week at the same time and place; or
2. To a date (at least five Working Days later) and at a time and place all fixed by those Members who are present.

If a quorum is not present at this second meeting within 30 minutes of the start time, the Members present will be a quorum

Return to the top

15. PROXIES

15.1 An individual Member may appoint a proxy to vote on behalf of the Member at a meeting of Members.

15.2 The appointment must be in writing and received by the Board at least 24 hours before the start time for the meeting.

15.3 The appointment may require the proxy to vote in the manner specified in the appointment.

15.4 A Member will be deemed to be present at a meeting of Members if his or her properly appointed proxy is present.

Return to the top

16. SUSPENSION

16.1 The Board has the power to suspend from Membership any Member whose conduct it considers, at its sole discretion, is detrimental to the best interests of NZDSN.

16.2 The Board has the power to suspend a Board member by unanimous vote (excluding the Member being considered in the vote).

Return to the top

17. RIGHT OF APPEAL

17.1 If the Board elects to exercise its powers under Clauses 6.1(b), 8.10 or 16.1 or 16.2 then the Board must then:

1. Give the Member written notice of its decision and the reasons for it.
2. Allow the Member a reasonable time to remedy any default which can be remedied.
3. Give the Member a reasonable time and opportunity to explain his or her actions.

17.2 The Member may explain his or her actions:

1. By letter to the Board.
2. In person before the Board either with or without a representative.
3. By a representative who appears before the Board.

17.3 The Board may by special resolution decide to terminate the Member's Membership if:

1. The default cannot be remedied or is not remedied within the time allowed by the Board and
2. The Member does not offer an explanation within the time allowed; or
3. The Board does not accept the Member's explanation.

17.4 The Board must then give written notice of termination to the Member.

Return to the top

18. MEMBERS PECUNIARY GAIN (NO PROFIT)

18.1 No part of the funds or property of NZDSN shall be paid directly or indirectly to any Member of NZDSN provided that nothing in these rules shall prevent:

1. Reasonable payments to Members and offices for professional services rendered;
2. Full reimbursement to Members and officers for any expenses properly incurred in connection with the affairs of NZDSN;
3. Full reimbursement to Board Members for actual and reasonable costs incurred when undertaking NZDSN’s business.

18.2 In any such case the Member concerned shall not participate in any decision on payment whether to the Member personally or any associated person or entity.

Return to the top

19. NO RULES

19.1 If anything for which there is no applicable Rule or regulation arises the matter will be decided by the Board.

19.2 The Board's decision will be final.

Return to the top

20. ALTERATION TO RULES

20.1 These Rules may be changed by a special resolution at a Special General Meeting or Annual General Meeting.

Return to the top

21. COMMON SEAL

21.1 The Society will have a Common Seal.

21.2 The use of the Common Seal must be authorised by the Board.

21.3 The affixing of the Common Seal must be witnessed by the Common Seal Signatories.

21.4 The Common Seal will be kept under the control of the Chief Executive or any other person appointed by the Board.

Return to the top

22. REGISTERED OFFICE

22.1 The Board may change the Society's address from time to time.

22.2 The Board must give the Registrar of Incorporated Societies and the Members written notice of any change of the Society's Address.

Return to the top

23. SERVICE OF NOTICES

23.1 Every notice required to be given to a Member (including a Board Member) will be deemed to have been given when it is posted by pre-paid post to, or left at, the Member's last known address or place of business.

23.2 Notices may be given to Members (including Board Members) in person.

Return to the top

24. CONFIDENTIALITY

24.1 The affairs of the Society are confidential and Members must not disclose them to any third party except when agreed by Board members at the meeting:

1. For the purposes of obtaining professional advice; or
2. To the extent required.

24.2 Each Member's obligations in this clause continue after their Membership ceases.

Return to the top

25. MEMBERS BOUND BY CONSTITUTION

25.1 All Members are held to, consent to and are bound by this Constitution.

Return to the top

26. LIQUIDATION

26.1 A Members' meeting may appoint a liquidator (the “Resolution").

26.2 The Resolution must then be confirmed by another Members' meeting held at least 30 days after the Resolution was passed.

26.3 The Society may then be placed into liquidation.

26.4 On liquidation, the Society's surplus assets (after the discharge and payment of all of the Society's liabilities) will be paid:

1. To a charitable institution in New Zealand having objects similar to those of the Society and chosen by the Members or, by the Board if the Members do not choose;
2. If no appropriate institution can be found to a charity or charities in New Zealand chosen by the Members or, by the Board, if the Members do not choose. Surplus assets may not be directly or indirectly distributed to the Members.

Return to the top

27. DEFINITIONS

27.1 In these Rules:

• "Act" means the Incorporated Societies Act 1908.
• “ADPN” means the Auckland Disability Providers Network.
• ”ordinary resolution” means a resolution that is approved by a simple majority of those persons present at a meeting and entitled to vote.
• “NRID” means the National Residential Intellectual Disability Providers Group.
• “SLNZ” means Supported Living New Zealand.
• "Special resolution" means a resolution passed by at least 75% of those persons present at a meeting and entitled to vote.
• "Working Day" means a day when registered trading banks are open for business in the province in which the Society's registered office is situated.

Return to the top

28. INTERPRETATION

28.1 In these Rules:

1. A reference to a person includes any other entity or association recognised by law and the reverse;
2. Words referring to the singular include the plural and the reverse;
3. Clause headings are for reference purposes only;
4. A reference to a statute includes:
   1. All regulations under that statute; and
   2. All amendments to that statute; and
   3. Any statute substituting for it which incorporates any of its provisions;
5. All periods of time or notice exclude the days on which they are given.