14.0 Transitional Matters and Relationship to Statute
14.1 Definitions
In and for the purposes of this Section 14:
"the RNZFB Act 2002" means the Royal New Zealand Foundation of the Blind Act 2002;
"the Commencement Date" means the date of commencement of Part 3 of the RNZFB Act 2002;
"the Inaugural Directors" means the persons elected as Directors pursuant to Section 7 of the RNZFB Act 2002.
14.2 Membership
14.2.1 The members of the Foundation as at the Commencement Date are those persons becoming members pursuant to Section 12 of the RNZFB Act 2002. Despite any other provision in this Constitution, the expressions "Associate Member" and "Full Member", include those persons becoming members of those respective membership classes by virtue of that Section. This Sub-Rule is subject to Rule 5.4. (that relates to cessation of membership).
14.2.2 The provisions of Rule 5.4.4.2 (which provides for periodical renewal of Associate Membership) do not apply to the first Associate Election Year occurring after the Commencement Date.
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14.3 Board of Directors
The Inaugural Directors assume office on the Commencement Date.
14.3.1 At their first meeting after the Commencement Date the Directors must elect from their number a chairperson and a deputy chairperson. The person so elected as Chairperson holds that office until the end of the first Annual General Meeting after the Commencement Date or until his or her earlier death, resignation or ceasing to be a Director. In all other respects the provisions of Rule 8.1 shall apply in relation to such Chairperson and deputy chairperson and the election of chairperson and deputy chairperson as though elected or to be elected under that Rule.
14.3.2 The Inaugural Directors shall retire from office as provided in this Sub-rule. Three of them shall retire at the end of the first Annual General Meeting held after the Commencement Date, another three shall retire at the end of the second such Annual General Meeting and the remainder shall retire at the end of the third such Annual General Meeting. Subsequent to the third such Annual General Meeting, Board elections will be held under Rule 7.5. Nothing in this Sub-rule affects Rule 7.4.2 (that provides for vacation of office in special cases).
14.3.3 A Director retiring from office under Rule 14.3.2 is eligible for re-election as though retiring under Rule 7.4.1.2.
14.3.4 The sequence in which the Inaugural Directors are to retire in terms of this Rule shall be as they unanimously agree upon within 3 months of the Commencement Date and, in default of agreement, shall be determined by lot. Any such lot shall be conducted by or under the supervision of the Auditor or of the Auditor's appointee as soon as practicable after the expiration of 3 months from the Commencement Date.
14.3.5 The Board shall procure the compilation of a Casual Vacancy Reference Schedule based on the results of the election held under Section 7 of the RNZFB Act and the provisions of Rule 7.8 shall apply to and in relation to that Schedule.
14.3.6 The Board shall have a period of 4 months from the Commencement Date within which to formulate and adopt policies conforming with Rule 6.7.3, an Annual Plan under Rule 6.9 and regulations conforming with Rule 6.5.1.
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14.4 Meetings
14.4.1 In the calendar year in which the Commencement Date occurs, the Board shall convene a meeting of Members for the purpose of reviewing the activities of the Foundation and its predecessor Foundation for the period of 12 months ending on 30 June in that year. The meeting shall not count as an Annual General Meeting under this Constitution.
14.4.2 Rule 14.4.1 does not apply if a meeting is held under Section 19 of the Royal New Zealand Foundation for the Blind Act 1963 in respect of the said period.
14.4.3 The first Annual General Meeting pursuant to and in terms of this Constitution shall be held in the calendar year following the calendar year in which the Commencement Date occurs.
14.5 Auditors
The person holding office as the Auditor of the Foundation immediately prior to the Commencement Date shall continue to hold office as the Foundation's Auditor until whichever is the earlier of:
14.5.1 the first Annual General Meeting; or
14.5.2 the occurrence of any other event which, in terms of this Constitution, has the effect of terminating an auditor's appointment.
14.6 Financial Statements, Annual Reports and Associated Matters
Subject to the express provisions of this Section 14:
14.6.1 In this Rule, the expression "Transitional Year" means:
14.6.1.1 the period of 12 months ending on 30 June immediately preceding the Commencement Date;
14.6.1.2 the period of 12 months ending on 30 June immediately following the Commencement Date.
14.6.2 Those provisions of Sub-rules 9.2.1 and 9.2.2 which relate to or may affect the timing of and the business at the first Annual General Meeting and those provisions of Section 10 and Section 11 which relate to the contents, preparation, presentation or distribution of Financial Statements shall, in
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respect of the Transitional Years, apply with such modifications as the Board may consider necessary or appropriate to fit or adapt to transitional circumstances whilst conforming to the general spirit and intent of those provisions.
14.7 Relationship to the Royal New Zealand Foundation of the Blind Act 2002
14.7.1 The provisions of this Constitution are subject to the provisions of Part 3 of the Royal New Zealand Foundation of the Blind Act 2002. If there is any inconsistency between this Constitution and that Act then the provisions of the Act shall prevail and the relevant provision of this Constitution shall be read, construed and applied with such modifications as are necessary to rectify the inconsistency.
14.7.2 This Rule ceases to apply if and when the Foundation becomes registered as an incorporated society pursuant to Section 17 of the Royal New Zealand Foundation of the Blind Act 2002.
14.8 Status on Conversion to an Incorporated Society
For the avoidance of doubt it is declared that if pursuant to Section 17 of the Royal New Zealand Foundation of the Blind Act 2002 the Foundation is registered as an incorporated society under the Incorporated Societies Act 1908, then on and after such registration:
14.8.1 For the purposes of this Constitution, the Foundation is, or is deemed to be, the same entity before and after such registration.
14.8.2 This instrument remains in force as the constitution and rules of the Foundation in an unbroken continuity.
Without limiting the foregoing, the composition of the Board and the rotation sequence of Directors is unaffected by such registration.