13.0 Miscellaneous
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13.1 Registered Office
The Registered Office of the Foundation (in this Constitution called the "Registered Office") shall be at 4 Maunsell Road, Newmarket, Auckland, or such other place as the Board determines from time to time.
13.2 Common Seal
13.2.1 The Board shall have control of the Foundation's common seal and must provide for its safe custody.
13.2.2 The common seal may be used only with the authority of the Board.
13.2.3 Every document to which the common seal is affixed shall be signed by 2 Directors or by 1 Director and the Chief Executive or by 1 Director and 1 other person appointed by the Board for the purpose.
13.3 Alteration of Rules
13.3.1 The Board may at any time convene a special meeting of Members to consider any alteration to this Constitution proposed by the Board. The notice convening the meeting must be accompanied by an explanatory memorandum in sufficient detail to enable Members to have a reasonable appreciation of the nature and effect of, and the reasons for, the proposed alteration.
13.3.2 If:
13.3.2.1 A written proposal to alter this Constitution is delivered to the Registered Office; and
13.3.2.2 The Board is satisfied that the proposal complies with Sub-Rule 13.3.3;
then the Board shall convene a special meeting of Members to consider the proposal. The meeting must be convened for a day not more than 45 Working Days after the day on which the proposal was delivered to the Registered Office.
13.3.3 Any proposal delivered under Sub-Rule 13.3.2 must:
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13.3.3.1 Be expressed to be made pursuant to this Rule; and
13.3.3.2 Include the text of the proposed alteration and a certificate by a solicitor of the High Court of New Zealand holding a current practising certificate that, in his or her, opinion, the alteration, if duly adopted in accordance with this Constitution, will conform in all respects with the requirements of the Incorporated Societies Act 1908; and
13.3.3.3 Contain an explanation of the proposal in sufficient detail to enable the Board and Members to have a reasonable appreciation of the nature and effect of, and the reasons for, the proposed alteration; and
13.3.3.4 Be signed by Full Members comprising 5% of all Full Members according to the Register of Members as at the date of delivery of the proposal.
13.3.4 The notice convening any special meeting under Sub-Rule 13.3.2 must be accompanied by:
13.3.4.1 A copy of the relevant proposal delivered under Sub-Rule 13.3.2 and
13.3.4.2 A report by the Board on the proposal and the Board's recommendation (if any) on the proposal.
13.3.5 The Board may include in the notice convening a special meeting convened pursuant to Sub-Rule 13.3.2 notice that at the meeting some Member will, at the request of the Board, move an amendment or amendments to the principal proposal (as delivered under Sub-Rule 13.3.2). In such a case, the notice of meeting must also be accompanied by an explanatory memorandum on behalf of the Board in sufficient detail to enable Members to have a reasonable appreciation of the nature and effect of, and the reasons for, the amendment that will be moved on behalf of the Board.
13.3.6 The business of any special meeting convened under this Rule shall be to consider the proposal or proposals for or relating to alteration of this Constitution contained in the notice of meeting and, if thought fit, to pass a resolution that the Constitution be altered accordingly. No change may be made to the text of the proposed alteration unless:
13.3.6.1 It is made pursuant to an amendment notified under Sub-Rule 13.3.5 and approved by a two-thirds majority of the Members entitled to vote and voting on the motion to amend; or
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13.3.6.2 The change is necessary or expedient to remedy any clerical, grammatical or manifest minor drafting error.
13.3.7 A resolution to alter the Constitution must be passed by a two-thirds majority of the Members entitled to vote and voting on the proposal.
13.3.8 The Board shall as soon as practicable cause application to be made under the Incorporated Societies Act 1908 for registration of the alteration.
13.3.9 In no event shall any alteration of this Constitution be made if the alteration would detract from the charitable nature of the objects of the Foundation or permit any Foundation funds to be expended otherwise than in pursuance of those objects.
13.4 Benefits to Members
No Member or any person associated with a Member shall participate in or materially influence any decision made by the Foundation or the Board in respect of the payment to or on behalf of that Member or associated person of any income, benefit or advantage whatsoever, except where that income, benefit or advantage is the provision of services or benefits by the Foundation to any blind or vision impaired person or any group of blind or vision impaired persons in the ordinary course of the Foundation's activities as a provider of services or benefits of that nature to blind or vision impaired persons. Any income paid shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value). The provisions and effect of this Rule shall not be removed from this Constitution and shall be included and implied into any document replacing this Constitution.
13.5 Liquidation of Foundation and Disposal of Surplus Assets
13.5.1 The Foundation is put into liquidation if the Foundation, at a general meeting of Members, passes a resolution appointing a liquidator, and the resolution is confirmed at a subsequent meeting called together for that purpose and held not earlier than 22 Working Days after the date on which the resolution to be confirmed was passed.
13.5.2 In the last preceding Sub-Rule, the term "resolution" means a majority of the valid votes cast by the Members voting at the meeting in person or by proxy, and for the purposes of that Sub-Rule, the resolution shall be taken to be confirmed at the
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subsequent general meeting if the confirmation is carried by such a majority.
13.5.3 On the liquidation of the Foundation all surplus assets after payment of all costs, debts and liabilities shall not be transferred to or distributed amongst the Members of the Foundation, but, subject to any trust affecting the same, shall be transferred to such charitable organisation in New Zealand having objects similar to those of the Foundation as the Foundation in general meeting shall determine before the liquidator is appointed or, in default of such determination, to such charitable organisation in New Zealand as the High Court of New Zealand or a Judge of that Court shall direct upon the application of the Foundation.