6.0 Board - Establishment and Functions
6.1 Constitution of Board
There shall be a board (in this Constitution called "the Board") consisting of up to 11 persons (in this Constitution called "Directors") elected, appointed or co-opted as provided in Section 7 of this Constitution.
6.2 Board Functions and Powers
6.2.1 The Board is the governing body of the Foundation. It shall:
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6.2.1.1 Pursue the objects and protect the interests of the Foundation and its Members;
6.2.1.2 Direct and supervise the management of the activities and affairs of the Foundation on its behalf and on behalf of its Members;
6.2.1.3 Be responsible for determining the strategic direction of the Foundation (and, in so doing, consult as broadly as practicable with those who use its services);
6.2.1.4 Control the funds of the Foundation.
6.2.2 For the purpose of carrying out its functions under Sub-Rule 6.2.1, the Board may exercise all powers and do all things that the Foundation is, by this Constitution or otherwise, authorised to exercise or do.
6.2.3 This Rule is subject to any exceptions or limitations contained in this Constitution.
6.3 Directors' Duties
6.3.1 The standard of skill, diligence and care required of a Director when exercising his or her functions and powers as a Director is that which a prudent person of business would exercise when directing and supervising the management of an organisation such as the Foundation. A Director when exercising powers or performing duties must act in good faith and in what the Director believes to be in the best interests of the Foundation.
6.3.2 Without limiting Sub-Rule 6.3.1, a Director, when exercising powers or performing duties as a Director, must exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation:
6.3.2.1 The nature of the Foundation; and
6.3.2.2 The nature of the decision; and
6.3.2.3 The position of the Director and the nature of the responsibilities undertaken by him or her.
6.3.3 In Sub-Rule 6.3.4, "specified information", in relation to a Director, means any reports, statements or financial data and
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any other information prepared or supplied, and professional or expert advice given, by any of the following persons:
6.3.3.1 An employee of the Foundation whom the Director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
6.3.3.2 A professional adviser or expert in relation to matters that the Director believes on reasonable grounds to be within the person's professional or expert competence;
6.3.3.3 Any other director, in relation to matters within that other Director's designated authority; or
6.3.3.4 Any committee of Directors on which the Director did not serve in relation to matters within the committee's designated authority.
6.3.4 A Director acting in good faith may rely on any specified information supplied or given to the Foundation, the Board, any committee of the Board or the Director concerned, unless:
6.3.4.1 He or she has actual knowledge that such reliance is not warranted; or
6.3.4.2 The circumstances are manifestly such that a prudent person of business would apprehend that such reliance is not warranted or that further enquiry is needed.
6.4 Major Transactions
6.4.1 In this rule:
6.4.4.1 "Assets" includes property of any kind whether tangible or intangible;
6.4.1.2 "Most Recent Accounts", as at any given time, means the most recent audited annual Financial Statements of the Foundation available at that time;
6.4.1.3 "Major Transaction" means:
6.4.1.3.1 The disposition of, or an agreement (whether contingent or not) to dispose of, or a series of linked or related agreements (whether contingent or not) to dispose of, Assets of the Foundation the value of which exceeds 50% of the value of the Foundation's Assets immediately before the disposition or
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agreement or the first of the series of agreements (as the case requires); or
6.4.1.3.2 The acquisition of, or any agreement to acquire, or a series of linked or related agreements (whether contingent or not) to acquire, Assets the value of which exceeds 50% of the value of the Foundation's Assets immediately before the acquisition or agreement or the first of the series of agreements (as the case requires); or
6.4.1.3.3 A transaction that has or is likely to have the effect of the Foundation acquiring rights or interests or incurring obligations or liabilities equivalent to 50% of the value of the Foundation's Assets immediately before the transaction; or
6.4.1.3.4 Any agreement to borrow any sum of money if such borrowing would cause the aggregate outstanding borrowings of the Foundation, immediately after the borrowing in terms of that agreement to exceed 5% of the amount of the total net Assets of the Foundation as stated in the most recent accounts; or
6.4.1.3.5 Any guarantee or indemnity of any obligation or liability of any other person or corporate body if the amount of the guarantee exceeds 2% of the amount of the total net Assets of the Foundation as stated in the most recent accounts excluding any indemnity given in any contract entered into on an arms length basis relating to the acquisition or supply of goods (including software) or services in the ordinary course of the Foundation's activities or any indemnity given to any person or corporate body in consideration of that person or corporate body making a gift to the Foundation where the indemnity is limited to the amount of the gift ; or
6.4.1.3.6 The creation of any mortgage or charge over any of the assets, property or undertaking of the Foundation (excluding any mortgage over a lease) if, immediately after the creation of the mortgage or charge, the aggregate value of all assets or property of the Foundation subject to mortgages or charges (other than mortgages over leases) would exceed 5% of the amount of the total net Assets of the Foundation as stated in the most recent accounts; or
6.4.1.3.7 Any variation of any mortgage or charge over any of the assets, property or undertaking of the Foundation (excluding any mortgage over a lease) if, immediately after the variation, the aggregate value of all assets or property of the Foundation subject to mortgages or charges (other than mortgages over leases) would exceed 5% of the amount of
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the total net assets of the Foundation as stated in the most recent accounts.
6.4.2 The Board must not enter into any Major Transaction unless the transaction is approved by a resolution passed at a meeting of Members.
6.4.3 Nothing in this Rule prevents the Foundation from entering into a transaction expressed to be subject to approval given at a meeting of Members in terms of this Rule.
6.4.4 Where a meeting is convened for the purposes of this Rule, the notice of meeting shall be accompanied by a report on the proposed Major Transaction prepared by or on behalf of the Board and containing reasonable particulars of the proposed transaction, the Assets (if any) concerned, the reasons for the transaction, the intended use of the proceeds (where applicable) and the anticipated effect of the proposal on the activities of the Foundation.
6.4.5 No person entering into a Major Transaction with the Foundation shall be obliged to make enquiry as to compliance with this Rule or be deemed to have notice (actual or constructive) as to such compliance or otherwise. Non-compliance with any of the requirements of this Rule does not affect the validity or enforceability of any contract or arrangement entered into by the Board on behalf of the Foundation. The remedies of the Foundation or of any Member for any such non-compliance lie only against the Directors.
6.5 Regulations
6.5.1 The Board shall make regulations, not inconsistent with this Constitution, for the following purposes:
6.5.1.1 Prescribing forms of application for Membership of the Foundation;
6.5.1.2 Prescribing forms of nomination for election as a Director;
6.5.2 The Board may make regulations providing for such other matters as are necessary for giving effect to the provisions of this Constitution and the management of the affairs and activities of the Foundation.
6.5.3 The Board may from time to time amend or rescind any regulations made under this Rule, but it shall in any event
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ensure that at all times there are regulations in force providing for the matters referred to in Sub-Rule 6.5.1.
6.6 Chief Executive
6.6.1 The Board shall appoint a Chief Executive of the Foundation on such terms and conditions of engagement as the Board considers appropriate. The Chief Executive is responsible and accountable to the Board.
6.6.2 Where the office of Chief Executive falls vacant:
6.6.2.1 The Board must take steps to fill the vacancy as soon as practicable;
6.6.2.2 The Board may appoint an acting Chief Executive in the meantime on such terms and conditions of engagement as the Board thinks appropriate.
6.7 Board Policies
6.7.1 The Board shall formulate and at all times maintain a statement of the policies to which the Board will have regard in the exercise of its functions and powers. The policies contained in the policy statement shall be subject to the duties imposed on the Board and on Directors by this Constitution, applicable statutes and the general law.
6.7.2 The policy statement must include each of the following:
6.7.2.1 Children: To identify and provide for the special needs of, and generally to promote and protect the interests and welfare of, blind or vision impaired children.
6.7.2.2 Tangata Whenua:
6.7.2.2.1 In relation to Members who are Tangata Whenua, to recognise, respect and have reasonable regard for any cultural or spiritual values, needs or interests that are unique to, the Tangata Whenua.
6.7.2.2.2 To require Foundation management to institute, maintain and comply with appropriate general systems and procedures to ensure that, in the provision of services to blind or vision impaired Tangata Whenua, the Foundation and its staff recognise, respect and have reasonable regard for any cultural or spiritual values, needs or interests that are unique to, the Tangata Whenua.
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6.7.2.3 Other Minorities: To take account of any special needs and interests of other significant minority groups within the Foundation's Membership, or to whom the Foundation provides services and to establish, as appropriate, working relationships with kindred organisations to further the interests of such groups.
6.7.2.4 Volunteers and Donors: To recognise the heavy reliance of the Foundation on donations of services and money from the community and to safeguard and develop the Foundation's networks of volunteers and donors.
6.7.2.5 Application of Money: To ensure that money raised for the "Foundation" (in the name of blind or vision impaired people) is applied for their benefit and is utilised and accounted for in a proper, prudent and transparent manner.
6.7.2.6 Consultation with Consumers: To consult and co-operate with users of Foundation services when planning, and delivering services intended for their benefit, so recognising that users are in the best position to judge which services are suited to their needs and the manner in which services are delivered.
6.7.2.7 Community Participation: To recognise the importance of community involvement and participation at the local level in the work of the Foundation and the practical application of its objectives and to encourage the establishment (by or under the supervision of the Chief Executive) of community committees or other instruments for the organisation and management of such involvement and participation and related activities (including fund-raising and the promotion of public interest in the work of the Foundation).
6.7.2.8 Communications: To ensure, so far as practicable, that, in the course of its operations, the Foundation institutes and maintains communication methods and systems that facilitate the two-way flow of information between the Foundation and its Members and users of its services and the ready accessibility to Members and such users of information relating to the Foundation's affairs, services and activities (such methods and systems not being limited to those required to enable compliance with the technical requirements of the Constitution).
6.7.2.9 "Plain English": To ensure that a summary of the Foundation's Constitution in "plain English" and a user-friendly format is available to Members on request (but on the basis that if there is any conflict or inconsistency between the
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text of the Constitution and the summary, then the text of the Constitution prevails).
6.7.3 The policy statement must also include:
6.7.3.1 A statement of the Board's general policy in relation to the investment of the Foundation's funds and assets (including policy on risk management and on the proportion of the Foundation's total funds and assets to be applied to income-producing investments);
6.7.3.2 A statement of the Board's policy in relation to confidentiality of information obtained by Directors in their capacity as Directors;
6.7.3.3 A statement of the Board's policy in relation to the presentation of legal documents in "plain English" and user-friendly formats and making available to Members "plain English" and user-friendly summaries of such documents where it is inappropriate or impracticable for the original document to be produced in "plain English";
6.7.3.4 A statement of the Board's policy in relation to the provision of services by the Foundation and the criteria persons are required to meet to qualify to receive the services;
6.7.3.5 A statement of the Board's policy in relation to the resolution of disputes involving the Foundation or the Board.
6.7.4 The policy statement must be a comprehensive statement of the policies formulated by the Board for the purposes mentioned in Sub-Rule 6.7.1 of this Rule and not limited to the matters set out in Sub-Rule 6.7.3.2 and Sub-Rule 6.7.3.3. The policy statement in force at any given time must be contained in 1 single document.
6.7.5 The Board may from time to time vary the statement of policies but not so as to vary or negate the mandatory policies prescribed by Sub-Rule 6.7.2 or to cause non-compliance with Sub-Rule 6.7.3 (which requires the policy statement to contain certain statements).
6.7.6 Any Member is entitled, on written request, to obtain a copy of the Board's current policy statement, which in the case of a Full Member, shall be in the Member's preferred format.
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6.8 Committees
6.8.1 Subject to this Rule, the Board may delegate to a committee of Directors any one or more of its functions and powers.
6.8.2 Where the Board delegates any function or power to a committee it must monitor, by means of reasonable methods properly used, the exercise of the power by the committee.
6.8.3 In exercising any delegated functions and powers, a committee must comply with any directions or requirements that the Board imposes.
6.8.4 Subject to any directions or requirements imposed by the Board, a committee may determine its own procedures and, failing any such determination, the provisions of this Constitution relating to meetings and proceedings of the Board shall apply to the committee with any modifications required by the circumstances.
6.8.5 The Board may not delegate to a committee any of the following powers and matters:
6.8.5.1 The making of regulations under Rule 6.5;
6.8.5.2 The formulation of Board policies for inclusion in the policy statement under Rule 6.7 and any variation of those policies;
6.8.5.3 The appointment of a Chief Executive;
6.8.5.4 The passing of any resolution under Rule 5.7.6 (which limits in certain instances the application of the provisions relating to Major Proposals).
6.9 Annual Plan
In each calendar year before the commencement of the Financial Year that begins in that calendar year, the Board must prepare an Annual Plan for the conduct of the Foundation's affairs for that Financial Year. The plan must include measurable key performance indicators.