Constitution
Name

    The name shall be the “New Zealand Institute of Health Management Incorporated” (hereinafter called the Institute) and shall be duly registered and incorporated under “The Incorporated Societies Act 1908”.

Registered Office of the Institute

a)   In accordance with section 18 of the Incorporated Societies Act 1908 the Institute shall have a registered office to which all communications may be addressed and notice of the situation of that office and of any change therein shall be given to the Registrar as provided by that section.

b)   The registered office of the Institute will be situated at such place as the Council from time to time determines.

Interpretation

In this Constitution, unless the context otherwise requires:

a)   “Institute” means the New Zealand Institute of Health Management Incorporated and its predecessors.

b)   “Constitution” means this Constitution for the time being in force.

c) “Council” means the council for the time being duly elected at the annual general meeting of the Institute.

d)   “President” means the President for the time being of the Institute as duly elected by the Council.

e)   “Vice-President" means the Vice-President for the time being of the Institute as duly elected by the Council.

f) “Honorary Secretary” means the Honorary Secretary for the time being of the Institute as duly elected by the Council.

g)   “member” means a member for the time being of the Institute pursuant to this Constitution.

h)   “member of the Council” when used in reference to or in connection with the Council shall include a member of Council appointed pursuant to this Constitution.

i)   “Month” means a calendar month.

j)   “Year” means a calendar year.

k)   “Register” means the register of members required to be kept pursuant to this Constitution.

l)   “Registrar” means the Registrar of Incorporated Societies under the Incorporated Societies Act 1908.

m)    “Related Person” for the purposes of Rule 6 and in relation to any business to which section CW 42 of the Income Tax Act 2007 refers, means a person specified in paragraphs (i) to (iv) of subsection (5)(b) of that section, the persons currently specified being:

a. a settlor or trustee of the trust by which the business is carried on; or

b.   a shareholder or director of the company by which the business is carried on; or

c. a settlor or trustee of a trust that is a shareholder of the company by which the business is carried on; or

d.   a person associated with a settlor, trustee, shareholder or director referred to in subparagraphs a. to c. above.

n)   “Seal” means the common Seal of the Institute.

o)   The singular includes the plural and conversely.

p)   A gender includes all genders.

q)   “In writing” and “written” shall be deemed to include printing, typewriting, and electronic modes of representing or reproducing words.

In the event of any dispute as to the interpretation, the interpretation of the Council shall be final and binding.

Charitable Purposes and Means to Achieve Charitable Purposes 
Charitable Purposes

The Institute is established for the advancement of excellence in health and disability services management in New Zealand by:

a)   Advancing the highest professional standard of management practice

b)   Supporting members in their professional and educational advancement

c) Being the recognised representative of health and disability management in New Zealand

 

Means to Achieve Purposes

a)   In order to achieve the purposes of the Institute, the Institute may without limitation:

a. Promote excellence in health and disability service management and practice;  

b.   Provide advisory services and co-ordinate services to assist members to function effectively within the health and disability sector.

c. Provide training, instruction and examination of persons who desire to attain professional recognition as health or disability service managers or who contemplate becoming health or disability service managers. 

d.   Provide and distribute information resources to members and the wider community.

e.   Provide the wider health and disability sector with advice on management practice in New Zealand

f.   Promote networking and co-operation among members by means of meetings and conferences.

g. Encourage active participation by members in the Institute.

h.   Encourage awareness of the cultural diversity in New Zealand

i.    Be recognised as a leader and credible voice in health and disability opinion

j.   Co-operate with health and disability service organisations, associations and bodies having purposes similar to the charitable purposes of the Institute.

k. Provide any support and services that are consistent with the charitable purposes of the Institute.

Membership

a)   The Institute is to consist of an unlimited number of members.

b)   Members of the Institute shall be those whom the Council has admitted or in the future shall admit to membership.

c) Membership of the Institute shall be attained though joining the Institute.  The Institute will determine the status of membership, being Associate, Associate Fellow or Fellow.

d)   Associate members are not entitled to be nominated to Council.

e)   Associate members shall not have voting rights for elections or for general meetings.

f) The Council may by unanimous vote of those present and eligible to vote elect as a life member any member who in its opinion has rendered conspicuous service to the Institute.

g)   When an applicant has been deemed to meet the requirements for membership by the Institute, the Institute will send to the applicant written notice of the acceptance and a request for payment of the applicable fee.  Fees are to be remitted to the Institute.

h)   Membership may be terminated by the Institute where:

a. a member fails to meet the criteria for ongoing membership;

b.   a member breaches any of the Constitution and termination on that ground is resolved by the unanimous agreement of the members of the Council;

c. Council, at its discretion, expels or suspends a member from membership after giving the member an opportunity to provide an explanation or defence;

d.   any investigating committee appointed under this Constitution, upon a proper examination and investigation, recommends to the Council that membership be terminated, provided that, before acting on any such recommendation, the Council may, if it thinks fit, carry out further investigations and conduct further enquiries for the purpose of satisfying itself that such recommendations should be acted upon;

i)   A member, having given notice of resignation in writing, resigns from their membership of the Institute and the resignation is effective upon receipt of the notice by the Honorary Secretary.

j)   Council has discretion to restore membership rights, provided the member remains eligible to be a member of the Institute.

k)   Upon ceasing to be a member, a person ceases to be entitled to any status of membership.

l)   A person who ceases to be a member remains liable for personal debts owing to the Institute at the time of cessation of membership.

Restrictions on Private Pecuniary Profit and on Benefits in Business Activity
No private pecuniary profit of any individual and exceptions

a)   No private pecuniary profit shall be made by any person involved with the Institute, except that:

a. any member of the Council shall be entitled to be reimbursed out of the assets of the Institute for all expenses which he or she properly incurs in connection with the affairs of the Institute;

b.   the Institute may pay reasonable and proper remuneration to any officer or servant (whether a member of the Institute or not) in return for services actually rendered to the Institute;

c. any member is to be paid all usual professional, business or trade charges for services rendered, time expended and all acts done by that member or by any firm or entity of which that member is a member, employee or associate in connection with the affairs of the Institute;

d.   any member may retain any remuneration properly payable to that member by any company or undertaking with which the Institute may be in any way concerned or involved for which that member has acted in any capacity whatever, notwithstanding that that member’s connection with that company or undertaking is in any way attributable to that member’s connection with the Institute; and

b)   The Council, in determining all reimbursements, remuneration and charges payable in terms of this clause, shall ensure that the restrictions imposed by Rule 6(c) are strictly observed.

Prohibition of benefit or advantage in business activity

c) In the carrying on of any business authorised under this Constitution, no benefit or advantage shall be given to, or received, by any Related Person where that Related Person, in his or her capacity as a Related Person, is able in any way (whether directly or indirectly) to determine, or to materially influence the determination of:

a. the nature or extent of a relevant benefit or advantage; or

b.   the circumstances in which a relevant benefit or advantage is, or is to be, given or received.

d)   For the avoidance of doubt, and without limiting the above provision, the rule against prohibition of benefit or advantage in business activity applies to any other person with some control over the business, if that person is able to direct or divert, to their own benefit of advantage, an amount derived from the business.  

e)   A person who is in the course of and as part of the carrying on, of his or her business of a professional public practice, shall not, by reason only of him or her rendering professional services to the Institute or to any company or person by which any business of the Institute is carried on, be in breach of the terms of Rule 6(c).

Officers and Council

a)   The Institute shall be managed and controlled by a Council, which may do anything authorised by the Constitution.

b)   The Council shall have a minimum of six members, all of whom are to be Associate Fellows or Fellows.

c) Nominations for the election of the Council shall be made in writing and provided to the Honorary Secretary prior to the annual general meeting.

d)   Appointments to the Council shall take effect immediately after the relevant annual general meeting at which they are appointed.

e)   At the first meeting of the Council following election at the annual general meeting, the Council shall elect a member of the Council to be the President and other member(s) of the Council to be the Vice President, the Treasurer and the Honorary Secretary.  The positions of Vice President, Treasurer or Honorary Secretary may be held by the same person.  Each officer will hold office for one (1) year (but may be eligible for re-election).  No member shall hold office as President for more than two (2) consecutive terms of one (1) year.

f) In the event that the President vacates office before the end of his or her term, the Vice-President will act as President until the next general meeting and a member of the Council, elected by the Council, will act as the Vice-President until the next general meeting.

g)   In the event of there being no Vice-President the Council will elect a person to the position if President who will act in the position of President until the next general meeting.

h)   A casual vacancy among the members of the Council may be filled by the Council if that vacancy will be for no longer than six (6) months of an annual general meeting.  Any person so appointed to fill a casual vacancy must be a person who would be eligible for election under Rule 7(b), to the Council and shall hold office for the unexpired period of service of the person whom he or she succeeds.

i)   If a member of the Council vacates office more than six (6) months from an annual general meeting this office must be replaced, unless there are sufficient remaining members of the Council to form a quorum.

j)   Appointments to the Council are for two (2) years subject to Rule 7(k).

k)   Members of the Council will not be eligible for reappointment after ten (10) consecutive years on Council unless there is no other eligible member willing to accept appointment in which event the member may accept appointment for a further term of two (2) years.

l)   A member will cease to be a member of the Council if:

a. They cease to be a member of the Institute.

b.   They are absent from two (2) or more consecutive Council meetings without the consent of Council.

c. They resign from Council and their resignation is received by the Honorary Secretary.

m)    A member of the Council may resign from their office by writing to the Council.  The resignation will be effective from the date of notice of receipt by the Honorary Secretary or such future date where specified in the notice given by that member.

n)   The Council may, at its discretion, co-opt the services of any person or persons, who in the opinion of the Council, would be in a position to assist it in its deliberations.  No person or persons co-opted shall continue as a co-opted member beyond the period ending with the annual general meeting next succeeding after such co-option, but shall be eligible to again be co-opted during the next succeeding year.  The maximum number of persons co-opted to the Council shall not exceed two (2) at any one time.  Persons co-opted may take part in all the deliberations of the Council and may vote on any motion before the Council.

Powers of Council

In exercising its discretion, the Council shall have the fullest possible powers in relation to the assets and property of the Institute, including the following powers:

a)   To own, lease, procure, manage, and operate the property and assets of the Council as the Council may determine from time to time.

b)   To purchase, erect, build, take or lease or otherwise obtain the use or occupation of and to manage, extend, improve, develop, alter, modify, pull down, demolish, maintain and repair and to sell, exchange, let, lease, donate, or otherwise dispose of real and personal property of every description.

c) To seek, accept and receive conveyances, transfers, gifts, devises, donations and bequests of real and personal property of every description whatsoever (but with power nevertheless to accept or decline in their absolute discretion) and to hold the same or the proceeds of the sale thereof upon the trusts to which the same is subject, provided that they are consistent with the charitable purposes of the Institute but otherwise subject to the terms and provisions of the Institute and in the event of any such property being subject to resolutions, trusts, liabilities or obligations, nevertheless to accept and hold such property subject thereto and to take such action in respect of the same as the Council may think fit provided that the Institute shall not accept any asset if it is proposed that the asset be used by the Institute in any business carried on by or on behalf of or for the benefit of the members of the Council and, if the person disposing of that asset retains or reserves an interest in that asset then that asset will revert to that person.

d)   To invest all or any moneys held by the Institute in and upon such investments as the Council may from time to time decide.

e)   To receive from or on behalf of members annual or other subscriptions and fees and to apply such fees to advance the objects of the Institute.

f) To adopt such means as the Council may purpose of raising money including entering into any transactions of the carrying on of any business for obtaining property for the furtherance of the objects of the Institute and to accept contributions, collections, donations, legacies, devises, gifts, grants, loans, debentures and subsidies of every kind.

g)   To borrow or raise money for the furtherance of the charitable purposes of the Institute from sponsorships, charitable trusts, central or local Government and other sources.

h)   To open and maintain a bank account or banking accounts at such bank or banks as the Council shall from time to time determine and to decide who shall be the signatories to such account or accounts.

i)   To secure in such manner as the Council shall think fit the repayment of any money borrowed or raised by the Institute and in particular (but without limitation) by the issue of acknowledgements of debt, debentures or debenture stock, charged upon all or any of the property of the Institute both present and future and to give and execute in the prescribed manner mortgages, debentures and other instruments as security for such repayment and to pay-off, redeem or purchase any such securities.

j)   To draw, make, accept, endorse, discount, execute, and issue promissory notes, cheques, bills of exchange, warrants, and other negotiable securities or transferable instruments.

k)   To enter into, seal, execute and perform all deeds, documents, instruments, securities, mortgages, guarantees, agreements, papers and writings and to all such other things, acts, deeds, and matters as shall be necessary, incidental or conducive to the attainment of any of the charitable purposes of the Institute.

l)   To make regulations as it may deem appropriate for the proper conduct control and management of the Institute.

m)    To institute, initiate, or take and to defend, compromise or abandon legal proceedings involving the property or affairs of the Institute.

n)   To employ out of the funds of the Institute such officials, employees and agents as considered appropriate for carrying into effect the charitable purposes of the Institute and determine the duties of employment, salaries and wages of all such officials, employees and agents and at any time in accordance with law suspend or dismiss any such official, employee or agent.

o)   Subject to Rule 6, to remunerate any person, firm or company for services rendered to the Institute or to pay for any properties, rights, privileges, concessions or any other thing or interest acquired by the Institute.

p)   To establish scholarships and prizes for health service managers or students as considered appropriate for the advancement of the objects.

q)   To cooperate with any body or bodies, statutory or otherwise, person or persons in any manner which the Council may consider will promote the charitable purposes of the Institute.

r) To enter into arrangements with other like purpose organisations.  Such arrangements may include engaging the other organisation to undertake services such as (amongst others) billing of annual membership fees and the maintenance of membership lists.

s) To determine various levels of membership and issue post nominals in accordance with the levels of membership

t) To establish appropriate procedures to maintain the standards and integrity of the Institute.

u)   To do all such other things as in the opinion of the Institute may be incidental or conducive to the attainment of any of the foregoing objects or the exercise of any of the foregoing powers provided that the Council’s powers do not authorise the Council to do anything which may prejudice the charitable nature of the purposes of the Institute.

Meetings of Council

a)   Meetings of the Council shall be held no less frequently than quarterly at such times as the Council may decide but the President or any four (4) members of the Council may convene a meeting at any time.  Meetings of the Council may be held by telephone conference call.

b)   Notice of such meeting shall be sent to every member of the Council to that member’s designated email address fourteen (14) days prior to the date of such meeting, but in the case of urgency, the meeting may be called giving as much notice as possible.

Sub-Committees

a)   The Council may in its discretion, delegate any of its powers, excluding expenditure or appointment of personnel, to a sub-committee or sub-committees consisting of such member or members of the Institute or other person or persons, as it thinks fit.  Any sub-committees so formed shall in the exercise of the powers so delegated, conform to any requirements that may be made by the Council.

b)   Unless a chairman has been previously appointed by the Council, a sub-committee shall elect a chairman of its meetings:  If no such chairman is elected, or if at any meeting the chairman is not present within ten (10) minutes after the time appointed for holding the same, the members present may choose one of the members of that sub-committee to be chairman of that meeting.

c) A sub-committee may regulate its own proceedings subject to any requirement made in advance by the Council and may meet and adjourn as it thinks proper.  Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the chairman shall have a second or casting vote.  Persons appointed to a sub-committee in accordance with Rule 10(a) shall be eligible to vote on any question before the sub‑committee.

d)   The President of the Institute shall be an ex-officio member of all Council committees and shall be entitled to attend or participate by virtue of his/her office.

e)   Meetings of any sub-committee appointed by the Council shall be arranged at a date and time determined by the chairman of such sub-committee and members notified of such meeting fourteen (14) days prior to the date of such meeting by email.

f) Any sub-committee established by the Council may make recommendations only and may not bind the Council to any decision made by such sub-committee.

General Meetings

a)   A general meeting of the Institute may be summoned at any time on the authority of the Council or the President and must be summoned by the Council at any time on the requisition of seven (7) members.  Fourteen (14) clear days’ notice shall be given to members by email of any general meeting and notice of the business to be transacted thereat shall be given to each member by email at the same time as notice of the general meeting is given.

b)   The annual general meeting of the Institute shall be held within four (4) months of the end of the Institute’s financial year on a date and at a place to be determined by the Council for the following purposes:

a. to consider the report of Council and the officers;

b.   to receive and approve a report and statement of accounts and income and expenditure for the financial year preceding the meeting, and a statement of assets and liabilities as at that date;

c. to elect the Council and the officers for the ensuing year;

d.   to transact any other business which shall be duly submitted to the meeting;

e.   to amend the Constitution (if necessary), subject to Rule 21.

Quorum

a)   The quorum for any general meeting of the Institute shall be fifteen (15) members eligible to vote at such meeting and whose representatives or their proxies are present.  No member not otherwise disqualified shall be eligible to vote if that member’s annual subscription is three (3) months or more in arrears.

b)   If a quorum as set out in Rule 12(a) is not achieved at an annual general meeting, members shall be notified of the adjournment by the chairperson.

c) The chairperson may, with the consent of the members present at the relevant general meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

d)   The quorum for any meeting of the Council shall be four (4) Council members.

e)   The quorum for any sub-committee meeting shall be 50% of sub-committee members plus an additional sub-committee member.

Voting

a)   At general meetings, on all matters:

b)   Voting at any general meeting of the Institute shall be, first, by a show of hands of those members eligible to vote and whose representatives or their proxies are present shall be taken.

c) If the President so decides, or if any member so requests, a secret ballot shall be taken.

d)   In the event of equality in voting the President shall have a casting vote.

a. A member may vote by proxy at a general meeting provided that the person holding the proxy is a member of the Institute.

b.   A proxy must be appointed by notice in writing signed by the appointer and lodged at the registered office no later than twenty four (24) hours prior to the general meeting.

e)   At meetings of the Council, each member of the Council shall have one (1) vote.

f) Members who have not paid their annual subscriptions in full at the time of voting shall be ineligible to attend general meetings and ineligible to vote at such meetings.

g)   Annual subscriptions are deemed to be paid when they have been received in full within one month of the start of the new financial year unless the Council has approved the members application to pay the annual subscription by automatic payment provided that their monthly payments are paid in full up to and including the month prior to the meeting.

Minutes

a)   Council shall cause minutes to be kept of all proceedings at meetings of the Institute and of the Council and of any committee thereof and shall cause to be recorded therein the names of those present at such meeting respectively.

b)   The minutes of any meeting signed by the chairperson at the next succeeding meeting shall be conclusive evidence of the proceedings at that previous meeting.

Saving

Subject to Rule 21, all acts done by any meeting of the Council or any sub-committee or by any person acting as a member of the Council or of a sub-committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been properly appointed and was duly qualified to be a member of the Council or of a sub-committee as the case may be.

Common Seal

The Institute shall have a common Seal which shall be kept in the custody of the Secretary or solicitors and shall only be affixed to documents at a meeting of the Council or in pursuance of a resolution of the Council, and the affixing of the same shall always be attested by at least two (2) members of the Council.

Subscriptions

a)   An annual subscription shall be determined by the Council.

b)   The subscriptions shall be paid in respect of each member admitted to the Institute.

Levy

a)   The Institute may, by an email vote or by resolution at an annual general meeting of 50% of members impose upon members of the Institute, in addition to the annual subscription fixed in accordance with Rule 17, a special purpose levy for a specified purpose.

b)   Every levy shall be in respect only of the year in which it is imposed and shall be paid within thirty (30) days of receipt of an invoice.  No such levy shall exceed the annual subscription fixed in accordance with Rule 17.

Accounts

a)   The Council shall cause proper books of accounts to be provided and true and accurate entries to be made of the assets and liabilities of the Institute and of all sums of money received and paid by the Institute under the authority of this constitution.

b)   Such books shall at times to be appointed by the Council be open to the inspection of every member of Council, any person authorised by law, or any person appointed by Council who may take extracts from the same.

c) All moneys collected or raised by the Council or otherwise belonging to the Institute shall immediately they shall have come into the hands of the Institute or any member of Council be paid into an account in the name of the Institute at a registered bank, trust account, or other financial institution as the Council shall from time to time direct.

d)   Council shall from time to time issues guidelines relating to investments.

e)   No money may be withdrawn from the accounts of the Institute except by persons authorised by Council upon such terms and conditions as the Council shall determine from time to time in writing.

f) All cheques and other negotiable instruments required to be signed on behalf of the Institute shall be signed in such manner as the Council shall from time to time determine.

g)   Immediately after the end of each financial year the Treasurer shall prepare the annual balance sheet of the Institute as at the end of the financial year together with a statement of income and expenditure of the Institute during that financial year and such balance sheet and statement of income and expenditure shall be submitted to be approved by the Council and thereafter submitted to the annual general meeting.

h)   A copy of such balance sheet and statement of income and expenditure shall be sent to each Council member of the Institute and such other persons as the Council shall determine at least seven (7) days prior to the meeting of the Council at which it is to be considered.

Indemnity

The Institute:

a)   shall indemnify every officer, employee and agent of the Institute against liability incurred by him or her in that capacity; and

b)   may pay or agree to pay a premium in respect of a contract insuring any such person against any such liability.

Alterations to Constitution

a)   Subject to section 21 of Incorporated Societies Act 1908, and any amendments thereto, and subject further to Rule 21(d) below, this Constitution may be altered, added to or rescinded by a resolution passed by a majority of not less than two-thirds (2/3) of the members as being entitled to do so that are present at and voting at an annual general meeting of the Institute.

b)   Notice of the proposed amendment shall be given to all voting members at least fourteen (14) days before the general meeting at which the amendment will be put forth for consideration.

c) Following any amendment the Honorary Secretary shall ensure that all members are provided with a copy of the amended Constitution.

d)   No amendment to the Constitution shall be permitted unless the Council is satisfied that the proposed amendment does not prejudice the charitable nature of the Institute, and in particular, the efficacy of Rules 4, 6, 23 and this Rule 21(d) in meeting the requirements for any exemption available to charities under the New Zealand revenue laws.

Media and Independent Actions

No member of the Institute may without prior approval of the Council make any public statement on behalf of the Institute, make any submission to Ministers of the Crown, Members of Parliament, a select committee of Parliament, Government Departments or any body or person, on behalf of the Institute, commence any legal action on behalf of the Institute or engage a lawyer with the intention of entering into such legal action or incur any liabilities or enter into any arrangements that could potentially incur liabilities in the name of the Institute.

Winding Up

a)   The Institute may be wound up by vote at an annual general meeting of the members or at a special meeting of 80% of the members, provided that in the case of a special meeting such resolution is confirmed at a subsequent general meeting called for that purpose and held not earlier than 30 days after the date of the first meeting that resolved to wind up the Institute.

b)   If upon the winding up or dissolution of the organisation there remains after the satisfaction of all its debts and liabilities any property whatsoever, then such residual property shall be distributed to some other charitable organisation(s) or body within New Zealand having charitable purposes similar to the purposes of the Institute, or for some other charitable purpose or purposes within New Zealand.

Register of Members

a)   The Institute shall keep a Register of its members containing the registered name, address and email address of each member.

b)   The Institute shall, from time to time when required by the Registrar to do so under section 22 of the Incorporated Societies Act 1908 and amendments thereto, send to him or her a list of the members with such supporting information as he or she may require accompanied by a statutory declaration verifying that list and made by the Executive Officer.