Constitution

The name of the organisation shall be the Archives and Records Association of New Zealand Incorporated (hereinafter called the Association)

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

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

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

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

• 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.

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

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

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

• To produce publications in furtherance of these objects.

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

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

• 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.

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

• Membership shall be terminated as follows:

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

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

• By death.

• 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.

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

• The officers of the Association, who shall be ordinary members of the Association, shall be the President, Vice-President(s), Secretary and Treasurer.

• The members of the Council shall be the President, no more than two Vice-Presidents, Secretary, Treasurer and seven councilors. All officers and members of Council, including appointed officers, shall be members of the Association. The Council shall be elected at each Annual General Meeting. No member of Council may be elected to hold the same office for more than three successive years. 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.

• The Journal Editor, Newsletter Editor and Membership Secretary shall be appointed by the Council and may be members of the Council ex-officio.

• 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 postal ballot 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 councilors shall begin from the end of the Annual General Meeting at which they are elected.

• On the death or resignation of an officer the Council shall fill the vacant place for the remainder of the term. On the death or resignation of any elected councilor, the vacant place shall be filled by the candidate who secured the highest number of votes amongst candidates unsuccessful at the last election. In the absence of any such candidate, the Council shall have the power to fill the vacancy for the remainder of the term.

• 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 Council office holders.

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

• 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.

• The Council shall cause to be drawn up each year a report on the work of the Association during the preceding year, which shall be submitted for adoption at the Annual General Meeting. It shall be circulated at least 30 days previous to the meeting.

• 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.

• An Annual General Meeting shall be held each year. 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.

• 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.

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

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

(a) 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.

(b) No alteration, addition of 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 to be in person, by proxy, by attendance and voting virtually through technology or by other voting means available as a result of electronic technology.

• 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.

• 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.

• ARANZ shall have a Code of Ethics and members will adhere to its principles.

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

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

• Each Branch Committee shall consist of six (6) members (who shall be current members of ARANZ) elected by ARANZ members from the branch area.

• 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 ARANZ 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 ARANZ 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. 

• 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.

• The election of six (6) 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.

• The office holders of each Branch shall consist of a Chairperson, Secretary, Treasurer and such other officers as the Committee 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.

• Each Branch Committee shall, as soon as possible after a Branch Annual General Meeting, notify Council via the Branch Liaison Officer of the names and contact details of the Branch Committee members and the office holders.

• 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 Branch Liaison Officer to Council.

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

• Branch Committee’s 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 Branch Liaison Officer to Council.

• No persons, group, body, or other association, being a member of the Association, shall establish or participate in any organization 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.

• 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.

• 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.

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

• 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 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.

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

• 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.

• An Honorary Solicitor who shall not be a member of Council may be appointed by Council.

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

• 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.

• Should the purposes for which the Association was created cease to exist or the members shall decide that the Association is to be wound up, the net assets of the Society shall not be paid to the members but applied for charitable purposes within New Zealand.

• In the event of a decision by a two-thirds majority at any General Meeting of the Association that the Association be wound up, all the Association’s funds and other assets, after payment of its debts, shall not be paid to or distributed amongst members of the Association but shall be given or transferred to some other organisation that also has an income tax exemption or for some other charitable purpose within New Zealand, as directed by a two-thirds majority of members present at that meeting.

• The Association shall have a common seal which shall be kept in the custody of the Secretary and which shall not be affixed to any document of instrument except pursuant to a resolution of the Council and in the presence of the Secretary and two members of the Council who shall sign any deed or instrument to which the seal is affixed.

• 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.

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