11.0 Information, Reports and Communications
11.1 Preparation and Sending of Annual Report
11.1.1 The Board must within 5 months after the end of each Financial Year prepare an Annual Report on the affairs of the Foundation during such Financial Year.
11.1.2 The Board shall cause a copy of the summary of the Annual Report to be sent to every Member who has elected to receive a copy under Rule 11.3, not less than 20 Working Days before the date fixed for the Annual General Meeting.
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11.2 Contents of Annual Report
11.2.1 Every Annual Report must:
11.2.1.1 Contain a clear description of the Foundation's activities and operations during the Financial Year; and
11.2.1.2 Include Financial Statements for the most recent Financial Year completed, dated and signed in accordance with Rule 10.4.1 (which relates to responsibilities of Directors in respect of the completion of annual Financial Statements); and
11.2.1.3 Include a copy of the Auditor's report in relation to those Financial Statements; and
11.2.1.4 Contain a copy of the Board's Annual Plan for the Financial Year being reported on and a statement reviewing the Plan in reasonable detail and measuring the Board's actual performance in relation to, and in terms of, the Plan; and
11.2.1.5 Be dated and signed by 2 Directors (including the chairperson) on behalf of all Directors.
11.2.2 The Annual Report must also:
11.2.2.1 Describe any change in accounting policies made during the Financial Year; and
11.2.2.2 State particulars of entries in the "Register of Directors' Interests" made during the Financial Year; and
11.2.2.3 State, in relation to each Director or former Director, the value of all benefits received by that Director or former Director during the Financial Year; and
11.2.2.4 State the number of employees or former employees of the Foundation who, during the Financial Year received remuneration and any other benefits in their capacity as employees, the value of which was or exceeded the specified reportable sum (as defined in Sub-Rule 11.2.5) per annum, and state the number of such employees or former employees in brackets of $10,000; and
11.2.2.5 State the names of all persons holding office as Directors of the Foundation as at the end of the Financial Year and the names of any persons who ceased to be Directors during the Financial Year; and
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11.2.2.6 State the amount payable to the person or firm holding office as the Foundation's Auditor for audit fees and, as a separate item, fees payable by the Foundation for other services provided by that person or firm.
11.2.3 Where the Financial Statements include group Financial Statements, the Annual Report must also include, in relation to each entity included in the group Financial Statements, the information specified in the last preceding Sub-Rule.
11.2.4 For the purposes of Rule 11.2.2.3 above (which provides for the disclosure of Director benefits), no account is to be taken of:
11.2.4.1 Expenses properly reimbursed to a Director under Rule 8.12 (which relates to Directors' general right of reimbursement of expenses); or
11.2.4.2 Any services provided to a Director solely as a user (on normal terms) of Foundation services that the Foundation provides or makes available to users, or any class of users, of Foundation services generally.
11.2.5 In this Rule:
11.2.5.1 "the Index" means the index published under the designation "Consumer Price Index" by the Government Statistician or, if the said index ceases to be published, then such other similar index as the Foundation's auditor shall determine from time to time;
11.2.5.2 "the specified reportable sum", in relation to an Annual Report, means a sum arrived at by rounding to the nearest multiple of $5,000 the sum arrived at by multiplying $100,000 by X and then dividing the product by Y where:
11.2.5.3 X is the figure at which the Index stands on 31 December in the calendar year immediately preceding the date of the Annual Report concerned; and
11.2.5.4 Y is the figure at which the Index stands on 31 December of the calendar year in which Part 3 of the Royal New Zealand Foundation of the Blind Act 2002 comes into force.
11.3 Waiver of Right to Receive Reports
A Member must apply by written notice to the Foundation to receive a full copy of the Annual Report. If a Member does
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not apply to the Foundation for the full Annual Report the member shall be deemed to have waived his or her entitlement to receive the full Annual Report. While the waiver is in effect, the Foundation need not send to the Member the full Annual Report.
11.4 Inspection of Records by Members
11.4.1 Subject to this rule, the Foundation must keep the following records available for inspection by a Member or by a person authorised in writing by a Member:
11.4.1.1 This Constitution;
11.4.1.2 The full names and residential addresses of the Directors;
11.4.1.3 Minutes of all meetings and resolutions of Members (other than proceedings held, or resolutions passed, in committee);
11.4.1.4 Copies of written communications sent to all Members or to all Members of a class of Members during the preceding 3 years, including Annual Reports;
11.4.1.5 The register of Directors' Interests;
11.4.1.6 The Board's policy statement;
11.4.1.7 All regulations made by the Board under this Constitution and currently in force;
11.4.1.8 Minutes of all meetings, and resolutions of the Board (other than proceedings held, and resolutions passed, in committee);
11.4.2 Each such document must be available in the following formats: standard print, large print, Braille, computer file and audio tape cassette.
11.4.3 A person wishing to inspect documents under this Rule must give the Foundation not less than 10 Working Days' prior written notice of his or her intention to inspect. The notice must specify the documents to be inspected and which of the formats mentioned in the last preceding Sub-Rule the Member wishes to access. A notice lapses if the inspection does not take place within 20 Working Days of the service of the notice.
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11.4.4 Inspection must take place at the Registered Office between the hours of 9.30 a.m. and 4.00 p.m. on a Working Day (but not on the Provincial Anniversary Day as observed at the place of the Registered Office).
11.4.5 The Foundation must give reasonable assistance to any person wishing to inspect any documents under this Rule.
11.4.6 A Member may make a written request to the Foundation to send him or her a copy of any document which he or she is entitled to inspect under this Rule or any part of such a document or a transcription of the document in the Member's Preferred Format (as defined in Rule 11.5 below). The request must be accompanied by payment of a reasonable administration fee and a reasonable copying or transcription fee (such fees being as prescribed by the Board). The Foundation must send the copy or transcription to the Member within 14 Working Days of receipt of the request and accompanying payment of fees.
11.5 Nomination of Preferred Formats
11.5.1 In this Rule and the next following Rule:
11.5.1.1 "General Document" means any notice, statement, report, accounts or other document (other than a voting form) required or authorised by this Constitution to be given to Members generally or to any class of Members generally;
11.5.1.2 "Listed Format" means any of the following methods of producing, reproducing, adapting or communicating the text of documents:
11.5.1.2.1 Paper-based standard print;
11.5.1.2.2 Paper-based large print;
11.5.1.2.3 Braille;
11.5.1.2.4 A reading recorded on a standard audio tape cassette;
11.5.1.2.5 A digitally stored file in a standard machine readable code on a standard floppy disk;
11.5.1.2.6 E-mail;
11.5.1.2.7 Any other method of producing, reproducing, adapting or communicating the text of documents that is approved by the
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Board under the next following Sub-Rule 11.5.2 but subject to any limitations or conditions attaching to the approval.
11.5.1.3 "Preferred Format" means a listed format nominated by a Member pursuant to a format nomination;
11.5.1.4 "Format Nomination", in relation to a Member, means a nomination of that Member's preferred format made in terms of this Rule;
11.5.1.5 "Standard" means standard, conventional and in broad general use.
11.5.2 The Board may from time to time approve any method of producing, reproducing, adapting or communicating the text of documents as an additional Listed Format. The following provisions apply to any such approval:
11.5.2.1 The approval may be limited so that it applies only to certain specified classes of general document or text or certain Membership classes and may be made subject to such other conditions as the Board determines.
11.5.2.2 The Board may, at any time, withdraw the approval or vary the limitations or conditions (if any) attaching to the approval. Reasonable notice must be given of the withdrawal or variation.
11.5.2.3 In exercising its functions and powers under this Sub-Rule, the Board must act reasonably and have regard to the mandatory Board policy regarding communications set out in Rule 6.7.2.
11.5.2.4 The Board may delegate to the Chief Executive its functions and powers under this Sub-Rule.
11.5.3 Upon first becoming a Member, each person must make a written nomination of his or her Preferred Format. The nomination must be one of the Listed Formats. The nomination may be included in the application for Membership.
11.5.4 A Member may at any time give the Foundation notice cancelling his or her current Format Nomination and nominating another Listed Format in its place. The notice must be in writing and the Board may prescribe forms of notice for the purposes of this Sub-Rule. A Format Nomination made under this Sub-Rule comes into force at the expiry of such period not exceeding 15 Working Days as the
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Foundation reasonably requires to make the requisite administrative and operational changes to give effect to the notice.
11.5.5 A Format Nomination ceases to be current or of any effect if:
11.5.5.1 It is cancelled and replaced as provided by Sub-Rule 11.5.4; or
11.5.5.2 The nominator ceases to be a Member; or
11.5.5.3 In the case of a method approved by the Board under Sub-Rule 11.5.2 that approval is withdrawn.
11.5.6 A nomination of email as a Member's Preferred Format must include the email address to be used for the purpose.
11.5.7 Notwithstanding anything elsewhere contained in this Rule, the Chief Executive may, at his or her discretion and on such conditions as he or she thinks fit, permit any Full Member to nominate different Preferred Formats for different kinds of General Document.
11.6 Service of Documents on, and by, the Foundation
11.6.1 So long as any Format Nomination made by a Member remains current all General Documents given by the Foundation to the Member must be in the Preferred Format specified in that Format Nomination.
11.6.2 The following provisions apply to service of General Documents on Members.
11.6.2.1 If the Member's current Preferred Format is email, the document shall be transmitted to the email address specified by the Member in his or her Format Nomination.
11.6.2.2 If the Member's current Preferred Format is one approved under Sub-Rule 11.5.2, the document shall be sent or transmitted in such manner as is prescribed in the conditions of approval.
11.6.2.3 In any other case, the document or the cassette, disk or other article containing or storing the document or its text must be delivered to the Member personally or posted to him or her at his or her address as shown in the Register of Members.
11.6.3 Notwithstanding the last preceding Sub-Rule, a Full Member's current Preferred Format is deemed in certain circumstances to be paper-based standard print and, in such a case, General Documents shall be served in the manner applicable to that format in terms of this Rule. Those circumstances are:
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11.6.3.1 Where, according to the Foundation's records at the time that the document is due to be sent, there is no Format Nomination for that Member current and in force; or
11.6.3.2 Where, at the time that the document is due to be sent, it appears to the Foundation in good faith that the most recent Format Nomination made by the Member is unclear, incorrect or deficient in any material particular or that for any other reason it is impossible or impracticable to ascertain or give effect to the Member's intentions or supposed intentions.
11.6.4 A notice, request or other document (other than a completed voting form in a postal ballot or postal vote) required or authorised by this Constitution to be given or sent to the Foundation or the Board by a Member may be given or sent by means of any Listed Format, except audio tape, and service shall be effected in the manner provided in Sub-Rule 11.6.5.
11.6.5 Service of any document by a Member in terms of Sub-Rule 11.6.4 shall be effected as follows:
11.6.5.1 In the case of a document in the form of paper-based print:
11.6.5.1.1 By delivery to an employee of the Foundation at the Registered Office; or
11.6.5.1.2 By posting it to the Registered Office by registered post; or
11.6.5.1.3 By transmitting it by facsimile machine to a telephone number used for the transmission of documents by facsimile at the Foundation's Registered Office;
11.6.5.2 In the case of email, by transmitting it to the email address of the Chief Executive (or such other email address as the Board may determine), addressed to the "Secretary to the Board" or addressed in such manner as the Board approves;
11.6.5.3 In the case of a document stored on a floppy disk, by clearly labelling the disk so as to reasonably identify the name of the Member concerned and the general nature of the stored document and delivering the disk to an employee of the
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Foundation at the Registered Office or by posting it to the Registered Office by registered post;
11.6.5.4 If the Listed Format used is one approved under Sub-Rule 11.5.2, by such means as are provided in the conditions of approval.
11.6.6 This Sub-Rule applies only where, at the material time, a Member's current Preferred Format is a format other than paper-based standard print. In such a case, the Member may request that, when sending a General Document in the Member's Preferred Format, the Foundation also send him or her, by post or other method agreed by the Foundation, a paper-based print version of the document concerned. The Foundation will use its best endeavours to meet any such request, but its obligations in relation to the service of General Documents shall continue to be determined solely by reference to the Member's current preferred format.
11.6.7 Where a document is delivered, sent or transmitted to or by a Member in any format or manner authorised by Rule 11.6 for documents of that kind, then it shall be regarded as satisfying any requirement of this Constitution that it be written or in writing. Where the name of the person purporting or claiming to be the author or sender of the document is clearly identified as such in the document, then, in the absence of proof to the contrary, the document is regarded as the authentic instrument of that person and as having been signed by him or her for the purposes of any requirement of this Constitution that the document be signed.
11.7 Time and Proof of Service
11.7.1 For the purposes of this Constitution, a document or article sent by post is deemed to be received on the 5th Working Day after it is posted.
11.7.2 A document sent by facsimile machine or email is deemed to be received on the working day next following the day on which it is sent.
11.7.3 In proving delivery of a document or article by post, it is sufficient for the purposes of this Constitution to prove that:
11.7.3.1 The envelope containing the document or article was properly addressed; and
11.7.3.2 All postal charges were paid; and
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11.7.3.3 The document or article was posted.
11.8 Date for Determining Right to Receive Notices and Reports
11.8.1 Subject to Rule 11.3 (which relates to waiver of the right to receive certain documents) the persons entitled to receive notice of any meetings of Members or any Annual Report are those who are current Members as at the close of business on a date fixed by the Board for the purpose or, if the Board does not fix such a date, those who are current Members as at the close of business on the 5th Working Day prior to the day on which the notice or report is dispatched to Members.
11.8.2 A date must not be fixed under Sub-Rule 11.8.1 if it precedes by more than 15 Working Days or less than 5 Working Days the date on which the notice or report is dispatched to Members.
11.8.3 For the purposes of this rule, the current Members and their respective addresses as at any given date shall be determined solely by reference to the Register of Members.