Constitution

1. The name of the organisation shall be the Archives and Records Association of New Zealand Te Huinga Mahara Incorporated (hereinafter called the Association).

2. The objects of the Association shall be:

i. To foster the care, preservation and use of archives and records, both to public and private, and their effective administration.

ii. To provide an authoritative voice on matters of concern relating to archives and records.

iii. To maintain and increase public awareness of the importance of archives and records in all matters affecting their preservation and use.

iv. To cooperate or affiliate with any other bodies in New Zealand or elsewhere with like objects.

v. To promote professional competence in the administration and preservation of archives and records; by providing advice to the appropriate authorities on levels and standards of professional education and training, and by promoting the training of archivists, records keepers, curators, librarians and others by the dissemination of specialised knowledge.

vi. To encourage research on the care, preservation and use of archives and records and to promote the publication of the results of this research.

vii. To promote the standing of archives institutions and those working with archives and records.

viii. To advise and support the establishment of archives services throughout New Zealand.

ix. To produce publications in furtherance of these objects.

3.

i. Ordinary membership is open to all persons who have an interest in furthering the objects of the Association, and who pay the annual subscription.

ii. Institutional membership is open to an institution which has an interest in fostering the objects of the Association and which pays the annual subscription.

iii. The Association may, at a General Meeting, elect to honorary membership, persons who have contributed outstanding service to the Association or other outstanding service commensurate with the objects of the Association.

4. No person or institution will become a member of the Association without consenting to do so. A person who applies for institutional membership will be considered able to consent on behalf of their institution

5. Ordinary and institutional members shall pay such annual subscriptions as the Annual General Meeting shall from time to time decide.

6. Membership shall be terminated as follows:

i. By removal from membership of any member whose subscription is more than one year in arrears.

ii. By removal from membership of any member who does not reaffirm their  ongoing consent to be a member, when requested by the Association.

iii. On the receipt by the Secretary of a letter of resignation from any member.

iv. By death.

v. By expulsion by resolution of at least two-thirds majority of those present at an Annual General Meeting on the grounds of misconduct or action inimical to the objects of the Association.

7. An officer of the Council will be responsible for ensuring a membership register is maintained. Their responsibilities shall include ensuring membership information is regularly reviewed and kept up to date. That officer may delegate tasks and activities required to fulfil these responsibilities, as agreed by the Association’s Council.

8. There may be a patron who shall be appointed by the Association at an Annual General Meeting.

9. The Association shall have a Council made up of ordinary members of the Association. All members of the Council shall be an officer of the Association. Council shall be the President, no more than two Vice-Presidents, Secretary, Treasurer and up to seven other councillors. The Council shall be elected for a one-year term at each Annual General Meeting. The President shall be Chair of the Council, in the absence of the President, a Vice-President shall take the chair. Should none of these be present, the Council shall appoint one of its members to preside.

10. The Journal Editor and Newsletter Editor shall be appointed by the Council and may be members of the Council ex-officio.

11. Nominations for officers and members of Council from ordinary members shall be made in writing, signed by a proposer and seconder, and accompanied in each case by the candidate’s written consent. Nominators and seconders shall be financial members of the Association. Nominations shall reach the Secretary by thirty (30) days before the date of the Annual General Meeting. In the event of more than one nomination for any office, or of more nominations for Council than there are vacancies, a ballot or vote at the Annual General Meeting will be held, the results of which shall be declared at the Annual General Meeting. In the event of insufficient nominations, further nominations shall be received from the floor. In the event of there being insufficient nominations for Council by the end of the Annual General Meeting, Council shall have the power to co-opt members. The term of the newly-elected officers and councillors shall begin from the end of the Annual General Meeting at which they are elected.

12. An officer shall be removed as an officer by resolution of the Council, where in the opinion of the Council:

i. The officer elected to the Council has been absent from 3 committee meetings without leave of absence from the Council.

ii. The officer has brought the Association into disrepute.

iii. The officer is no longer qualified to be an officer under the Incorporated Societies Act 2022.

iv. The officer has failed to disclose a conflict of interest.

v. The Council passes a vote of no confidence in the officer.

13. On the death, resignation or removal of an officer, the Council shall fill the vacant place, by appointing an ordinary member of the Association to fill the position until the next elections for Council.

14. The Council shall meet at least three times a year. Six (6) members of Council shall form a quorum, of whom at least two shall be any of the President, Vice President(s), Secretary and/or Treasurer.

15. The Council shall cause to be kept minutes of its proceedings and proper and accurate accounts.

16. The Council shall appoint at least one member of the Association as the contact person whom the Registrar of Incorporated Societies can contact as needed. The Council shall provide each contact person’s name and contact information to the Registrar. The Council may appoint up to three (3) contact persons. Each contact person may be an officer.

17. The Council shall be responsible for carrying on the business of the Association between General Meetings. It shall also be responsible for the issue of all documents and publications bearing the Association’s name. The Council may establish an executive committee to manage the day-to-day affairs of the Association.

18. The Council may make resolutions, in line with the above responsibilities and except where limited by this Constitution. A resolution of the Council is passed at a meeting if the resolution is nominated and seconded by separate Council members, with no opposition from others present. If there is opposition to a resolution, the resolution shall be put to a vote and is passed if a majority of the votes cast on it are in favour of the resolution. Every officer shall have one vote. The meeting chair shall have a casting vote, in the event of no majority.

19. The Council may make resolutions outside scheduled meetings, such as during a conference call using audio and/or audio-visual technology or through a written ballot conducted by email, electronic voting system, or post. Any such resolution is passed if a majority of the votes cast on it are in favour of the resolution. All Council members must be given reasonable opportunity to vote on any such resolution. Any such resolution, if passed, shall be recorded in the minutes of the next Council meeting.

20. The Council may establish such committees, working parties or study groups as it may consider desirable to investigate and to act in accordance with Council’s instructions on any specific matters furthering the Association’s objects. Committee convenors and members shall be appointed by Council.

21. An Annual General Meeting shall be held each year, between 1 July and 31 December. Notice of meeting including agenda and notice of any proposed disciplinary action shall be sent by the Secretary to all members thirty (30) days before the meeting. Special General Meetings may be held at the request of Council or following receipt by the Secretary of a requisition to that end signed by not less than twenty-five (25) of the members; notice of meeting shall be by circular letter to all members not less than fourteen (14) days before the date of the meeting. The form of the meeting shall be by determination of the Council and shall be circulated with the notice of meeting. The meeting shall be held within forty-five (45) days of requisition.

22. General Meetings may be held at one or more venues by members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each member a reasonable opportunity to participate.

23. Council and members of the Association may table motions to be heard and voted on at a General Meeting. Member motions must be received in writing by the Secretary thirty (30) days before the meeting. They may include supporting information. The Secretary will include any motions and supporting information with the notice of any General Meeting, where such motions were received before the notice was sent.

24. The Council shall, at each Annual General Meeting, present the following information:

i. an annual report on the operation and affairs of the Association during the most recently completed accounting period,

ii. the annual financial statements for that period, and

iii. notice of any disclosures of conflicts of interest made by officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

25. The quorum at any General Meetings shall be twenty-five (25) members. The President shall act as chair at General Meetings. In the absence of the President, a Vice-President or nominee of Council shall chair the meeting.

26. Those entitled to vote shall be ordinary members, honorary members and institutional members, each having one vote.

27. This Constitution may be altered, added to or rescinded at any Annual General Meeting or Special General Meeting subject to the following conditions:

i. Notice of proposed alteration of the Constitution shall be communicated to each member entitled to receive notices under this Constitution, thirty (30) days prior to the date of the meeting at which such alteration or addition is to be considered.

ii. Every proposed alteration, addition or revision to the Constitution must be in writing.

iii. No alteration, addition or revision to the Constitution shall be carried into effect unless it is carried by a majority of at least two-thirds of the votes cast for and against such resolution, at such meeting by members entitled to vote. Voting can be in person, by proxy, by attendance and voting virtually through technology or by other voting means available as a result of electronic technology.

28. Other meeting motions, that do not change the Constitution, shall be carried by a simple majority of those present (physically or virtually) and voting by voice, by show of hands or communication via electronic technology.

29. The Council may from time to time by resolution in General Meeting, make, amend or rescind regulations or by-laws not inconsistent with the Incorporated Societies Act or with this Constitution for the internal management and well-being of the Association.

30. Written resolutions may not be passed in lieu of a General Meeting.

31. The Council will ensure that minutes of each General Meeting are kept.

32. The Association shall have a Code of Ethics and members will adhere to its principles.

33. Branches may be formed by regional groups of six (6) or more members of the Association, and duly recognised by Council.

34. Members of each Branch Committee shall be elected in accordance with the following rules, and shall hold office until the next annual election.

35. Each Branch Committee shall consist of members (who shall be current members of the Association) elected by Association members from the branch area.

36. Each Branch Committee shall hold an Annual General Meeting no earlier than 1 July and not later than 31 August in each year. The Branch Committee shall notify all Association members in its area of the time and place of the meeting not less than fourteen (14) days prior to the date of the meeting. Accidental omission to give notice to any Association member shall not invalidate the proceedings of the meeting. All members in the area shall be entitled to attend the Branch Annual General Meeting. At a Branch Annual General Meeting all members in the area shall be entitled to vote for and stand for the Committee. The Chairperson will present to the meeting an annual report to members on the Branch activities. 

37. Branch Committees shall adopt the Association’s financial year and shall, within one month after the end of each financial year forward to the Council a statement of the Committee’s income and expenditure for that year.

38. The election of members of the Branch Committee shall take place at each Branch Annual General Meeting. Any Association member in the Branch area may stand for the Committee and may be nominated by any member and seconded by any other member at the meeting. In the event of the number of nominations exceeding the number of vacancies an election shall be held by secret ballot at the meeting.

39. The office holders of each Branch shall consist of a Chairperson, Secretary, Treasurer and such other officers as the Branch Annual General Meeting may decide. Office holders shall assume office immediately after the close of the Committee meeting at which they are elected, and shall hold office until the appointment of their successors in accordance with these rules. The Branch Committee will have the power to co-opt any additional members onto the Branch Committee as needed to make numbers. Branch office holders shall not be regarded as Officers of the Association, as defined by the Incorporated Societies Act.

40. Each Branch Committee shall, as soon as possible after a Branch Annual General Meeting, notify Council via the Association’s Secretary of the names and contact details of the Branch Committee members and the office holders.

41. Minutes of each Branch Committee meeting shall be taken and kept by the Secretary and shall be circulated to all Committee members prior to the next meeting. A copy of the minutes of each Branch Committee meeting and Annual General Meeting shall be forwarded via the Association’s Secretary to Council.

42. Each Branch shall submit a report of its activities to the Annual General Meeting of the Association.

43. Branch Committees may retain funds generated in their area and held on behalf of Council. The Treasurer of the Branch shall keep records of all money received and expended by the Branch and shall submit to each Branch Annual General Meeting a financial statement. A copy of the financial statement to be forwarded via the Association’s Secretary to Council.

44. No persons, group, body, or other association, being a member of the Association, shall establish or participate in any organisation in the name of the Association other than a Branch Committee as provided for in these rules, without the prior approval of Council and subject to such conditions as Council may think fit.

45. Where five or more members of the Association wish to form a Special Interest Group, they shall seek the approval of Council by applying to the Secretary and submitting a statement of their aims and objectives.

46. Upon such application the Council may approve the formation of a Special Interest Group, subject to such conditions and rules, not inconsistent with the Association’s Rules, as the Council might think fit, and grant to such Special Interest Groups such funds as Council sees fit.

47. The Association’s financial year shall run from 1 July to 30 June.

48. The Treasurer shall be responsible for collecting the annual subscriptions. All monies shall be received and disbursed in accordance with the directions of the Council, by the Treasurer, who shall keep account of all receipts and payments and render such statements to the Council and an auditor as they may require. The Treasurer shall be empowered to open bank accounts in the name of the Association providing they are signed by two officers of the Association.

49. The Council shall ensure that there are kept at all times accounting records that 

i. correctly records the transactions of the Association, and

ii. allow the Association to produce financial statements that comply with the requirements of the Incorporated Societies Act and any other legislation that binds the Association, and

iii. would enable the financial statements to be readily and properly audited (if required under any legislation or the Association's Constitution).

50. The Council shall establish and maintain a satisfactory system of control of the

Association's accounting records.

51. The accounting records shall be kept in written form or in a form or manner that is easily accessible and convertible into written form. These records shall be kept for the current financial year and for the last 7 completed financial years of the Association.

52. The Council shall have the power to borrow and raise money, as the Council shall think fit.

53. An Honorary Auditor, who shall be a member of the Institute of Chartered Accountants of New Zealand and who shall not be an officer or councilor of the Association, shall be nominated and elected at the Annual General Meeting each year.

54. A Solicitor who shall not be a member of Council may be appointed by Council.

55. The accounts for each year shall be audited or reviewed and submitted for adoption at the Annual General Meeting. Branches shall forward to Council financial statements prior to each Annual General Meeting.

56. The Council shall have power to invest the funds of the Association as it sees fit. All documents relating to any investments of the Association shall be signed by any two officers of the Association, and no action as to investments shall be taken without the authority of the Council.

57. The Association’s members may decide by a two-thirds majority at any General Meeting that the Association be wound up.

58. Should the Association be liquidated, be voluntarily wound up, be removed from the Incorporated Societies Register, or otherwise cease to operate for any other reason, the net assets of the Association shall not be paid to any members. Instead, after payment of the Association's debts, the net assets shall be distributed to one or more not-for-profit entity with purposes similar to those of the Association.

59. No remuneration or other benefit or advantage of whatsoever nature, shall be paid to or received, gained, or achieved or derived by any member where that member is able by virtue of his or her capacity as such member, to influence in any way the amount of that remuneration or the nature of that benefit or advantage.

60. Any income, benefit, or advantage must be used to advance the charitable purpose of the Association.

61. No member of the Association, or anyone associated with a member, is allowed to take part in, or influence any decision made by the Association in respect of payments, to, or on behalf of, the member or associated person of any income, benefit or advantage.

62. Any payments made to a member of the Association, or person associated with a member, must be for goods or services that advance the Association’s charitable purpose and must be reasonable and relative to payments that would be made between unrelated parties.

63. No addition or alteration or recession of the rules shall be approved if it affects the personal benefit clause or the winding up clause.

Meanings of dispute and complaint

64. A dispute is a disagreement or conflict involving the Association and/or its members in relation to specific allegations set out below.

65. The disagreement or conflict may be between any of the following persons:

i. 2 or more members

ii. 1 or more members and the Association

iii. 1 or more members and 1 or more officers

iv. 2 or more officers

v. 1 or more officers and the Association

vi. 1 or more members or officers and the Association.

66. The disagreement or conflict relates to any of the following allegations:

i. a member or an officer has engaged in misconduct

ii. a member or an officer has breached, or is likely to breach, a duty under the Association’s Constitution or bylaws or the Incorporated Societies Act

iii. the Association has breached, or is likely to breach, a duty under the Association’s Constitution or bylaws or the Incorporated Societies Act

iv. a member's rights or interests as a member have been damaged or rights or interests of members generally have been damaged.

67. A member or an officer may make a complaint by giving to the Council (or a complaints committee) a notice in writing that:

i. states that the member or officer is starting a procedure for resolving a dispute in accordance with the Association’s Constitution; and

ii. sets out the allegation(s) to which the dispute relates and whom the allegation or allegations is or are against; and

iii. sets out any other information or allegations reasonably required by the Association.

68. The Association may make a complaint involving an allegation against a member or an officer by giving to the member or officer a notice in writing that:

i. states that the Association is starting a procedure for resolving a dispute in accordance with the Association's Constitution; and

ii. sets out the allegation to which the dispute relates.

69. The information setting out the allegations must be sufficiently detailed to ensure that a person against whom an allegation or allegations is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.

70. A complaint may be made in any other reasonable manner permitted by the Association’s Constitution.

71. All members (including the Council) are obliged to cooperate to resolve disputes efficiently, fairly, and with minimum disruption to the Association’s activities.

72. The complainant raising a dispute, and the Council, must consider and discuss whether a dispute may best be resolved through informal discussions, mediation, arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed on, the parties will sign a suitable mediation or arbitration agreement.

How complaint is made

73. A member or an officer may make a complaint by giving to the Council (or a complaints committee) a notice in writing that:

i. states that the member or officer is starting a procedure for resolving a dispute in accordance with the Association’s Constitution; and

ii. sets out the allegation or allegations to which the dispute relates and whom the allegation is against; and

iii. sets out any other information reasonably required by the Association.

74. The Association may make a complaint involving an allegation or allegations against a member or an officer by giving to the member or officer a notice in writing that:

i. states that the Association is starting a procedure for resolving a dispute in accordance with the Association’s Constitution; and

ii. sets out the allegation to which the dispute relates.

75. The information given under subclause (78ii.) or (79ii.) must be sufficient to ensure that a person against whom an allegation is made is fairly advised of the allegation or allegations concerning them, with sufficient details given to enable that person to prepare a response.

76. A complaint may be made in any other reasonable manner permitted by the Association’s Constitution.

Person who makes complaint has right to be heard

77. A member or an officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.

78. If the Association makes a complaint:

i. the Association has a right to be heard before the complaint is resolved or any outcome is determined; and

ii. an officer may exercise that right on behalf of the Association.

79. Without limiting the manner in which the member, officer, or Association may be given the right to be heard, they must be taken to have been given the right if:

i. they have a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and

ii. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and

iii. an oral hearing (if any) is held before the decision maker; and

iv. the member’s, officer’s, or Association’s written or verbal statement or submissions (if any) are considered by the decision maker.

Person who is subject of complaint has right to be heard

80. This clause applies if a complaint involves an allegation that a member, an officer, or the Association (the ‘respondent’):

i. has engaged in misconduct; or

ii. has breached, or is likely to breach, a duty under the Association’s Constitution or bylaws or the Incorporated Societies Act; or

iii. has damaged the rights or interests of a member or the rights or interests of members generally.

81. The respondent has a right to be heard before the complaint is resolved or any outcome is determined.

82. If the respondent is the Association, an officer may exercise the right on behalf of the Association.

83. Without limiting the manner in which a respondent may be given a right to be heard, a respondent must be taken to have been given the right if:

i. the respondent is fairly advised of all allegations concerning the respondent, with sufficient details and time given to enable the respondent to prepare a response; and

ii. the respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and

iii. an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and

iv. an oral hearing (if any) is held before the decision maker; and

v. the respondent’s written statement or submissions (if any) are considered by the decision maker.

Investigating and determining dispute

84. The Association must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Constitution, ensure that the dispute is investigated and determined.

85. Disputes must be dealt with under the Constitution in a fair, efficient, and effective manner and in accordance with the provisions of the Incorporated Societies Act.

Association may decide not to proceed further with complaint

86. Despite the ‘Investigating and determining dispute’ rule above, the Association may decide not to proceed further with a complaint if:

i. the complaint is considered to be trivial; or

ii. the complaint does not appear to disclose or involve any allegation of the kinds listed in the ‘Meanings of dispute and complaint’ section above; or

iii. the complaint appears to be without foundation or there is no apparent evidence to support it; or

iv. the person who makes the complaint has an insignificant interest in the matter; or

v. the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with under the Constitution; or

vi. there has been an undue delay in making the complaint.

Association may refer complaint

87. The Association may refer a complaint to:

i. a committee or an external person to investigate and report; or

ii. a committee, an arbitral tribunal, or an external person to investigate and make a decision.

88. The Association may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).

Decision makers

89. A person may not act as a decision maker in relation to a complaint if 2 or more members of the Council or a complaints committee consider that there are reasonable grounds to believe that the person may not be:

i. impartial; or

ii. able to consider the matter without a predetermined view.