8.0 Board - Meetings and General
8.1 Chairperson
8.1.1 At their first meeting after the Annual General Meeting in each year the Directors must elect:
8.1.1.1 One of their number (other than a Co-opted Board member) to be chairperson of the Board; and
8.1.1.2 One of their number (other than a Co-opted Board member) to be a deputy chairperson of the Board.
8.1.2 In the absence of the chairperson, the deputy chairperson may exercise the powers of the chairperson
8.1.3 The Director elected as chairperson holds that office until the end of the next following Annual General Meeting or until his
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or her earlier death or resignation as chairperson or until he or she ceases to be a Director.
8.1.4 The Directors must elect one of their number (other than a Co-opted Board member) in place of a chairperson who dies or resigns. The Director so elected holds that office until the end of the next following Annual General Meeting or until his or her earlier death or resignation as chairperson or until he or she ceases to be a Director.
8.1.5 If at a meeting of the Board the chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting, the Directors present may choose one of their number (other than a Co-opted Board member) to be chairperson of the meeting.
8.2 Notice of Meetings
8.2.1 A Director or, if requested by a Director to do so, an employee of the Foundation may convene a meeting of the Board by giving notice in accordance with this Rule.
8.2.2 Not less than 5 Working Days' notice of a meeting of the Board must be sent to every Director who is in New Zealand. The notice must include the date, time, and place of the meeting and the matters to be discussed.
8.2.3 An irregularity in the notice of a meeting is waived if all Directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or if all Directors entitled to receive notice of the meeting agree to the waiver.
8.3 Form and Number of meetings
8.3.1 Meetings of the Board may be held either:
8.3.1.1 By a number of the Directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or
8.3.1.2 By means of audio, or audio and visual, communication by which all Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.
8.3.1.3 Meetings may be called:
8.3.1.3.1 In accordance with a previously approved schedule of meetings or by a decision of the full Board;
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8.3.1.3.2 By the chairperson acting on his or her own initiative or by the chairperson at the request of the Chief Executive;
8.3.1.3.3 By the chairperson in response to a signed request from a majority of the Directors.
8.3.2 Where a meeting is held by means of audio communication:
8.3.2.1 Before the meeting proceeds to any other business, the chairperson shall declare the names of the persons taking part;
8.3.2.2 A person so named is conclusively presumed to have been present throughout the meeting unless that person is given prior permission by the chairperson to disconnect or that person reports any disconnection to the chairperson as soon as practicable thereafter;
8.3.3 The Board shall meet at least 4 times between one Annual General Meeting and the next.
8.4 Quorum
8.4.1 A quorum for a meeting of the Board is a majority of the Directors.
8.4.2 No business may be transacted at a meeting of Directors if a quorum is not present.
8.4.3 If a quorum is not present within 30 minutes of the time appointed for the commencement of the meeting, the chairperson (if present) will adjourn the meeting and give notice to Directors that the meeting will be held on a day, time and place determined by him or her. The day so appointed must be at least 5 working days after the day appointed for the commencement of the inquorate meeting. If no adjournment is made, the meeting is automatically adjourned to the day that is 5 working days after the inquorate meeting and at the same time and place.
If at the adjourned meeting a quorum is still not present within 15 minutes of the time appointed for the commencement of the meeting the chairperson (if present) will adjourn the meeting further to a day, time and place determined by him or her. The day so appointed must be at least 3 working days after the day appointed for the commencement of the inquorate adjourned meeting.
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If at the second adjourned meeting a quorum is still not present within 15 minutes of the time appointed for the commencement of the meeting, the Directors present constitute a quorum.
8.5 Voting
8.5.1 Every Director has 1 vote.
8.5.2 The chairperson has a casting vote in addition to a deliberative vote.
8.5.3 A resolution of the Board is passed if it is agreed to by all Directors present without dissent or if a majority of the votes cast on it are in favour of it.
8.6 Minutes
8.6.1 The Board must ensure that minutes are kept of all proceedings at Board meetings.
8.6.2 Subject to Sub-Rule 8.6.3, the Board must either ensure that the minutes of its proceedings are kept permanently fastened in chronological sequence in a minute book kept for the purpose or must establish and maintain some other integrated, secure and chronologically organised system for the collation, storage and ready accessibility of all such minutes.
8.6.3 Separate minutes shall be kept of Board proceedings held in committee. The Board chairperson is responsible for arranging for the collation, storage and safe custody of all such minutes.
8.7 Unanimous Written Resolution
8.7.1 A resolution in writing, signed or assented to by all Directors entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held. A resolution may consist of several documents in like form including facsimile.
8.7.2 A copy of a written resolution that has been signed and is sent by facsimile or similar means of communication satisfies the requirements of this Rule.
8.7.3 A copy of any resolution passed in accordance with this Rule must be entered in the minute book of Board proceedings.
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8.8 Other Procedures
Except as provided in this Constitution, the Board may regulate its own procedure.
8.9 Conflict of Directors' Interests
8.9.1 For the purposes of this Rule, a Director is interested in a transaction to which the Foundation is a party if, and only if, the Director:
8.9.1.1 Is a party to, or will or may derive a material financial benefit from, the transaction; or
8.9.1.2 Has a material financial interest in another party to the transaction or in any company that will or may derive a material financial benefit from, the transaction; or
8.9.1.3 Is a director, officer, or trustee of or for another party to the transaction or of or for a person (including a corporation sole, a body corporate, or an unincorporated body) that will or may derive a material financial benefit from, the transaction; or
8.9.1.4 Is the parent, child, spouse or de facto spouse of another party to, or person who will or may derive a material financial benefit from, the transaction; or
8.9.1.5 Is otherwise directly or indirectly materially interested in the transaction.
8.9.2 The Board must ensure that a register of directors' interests (in this Constitution called the "Register of Directors' Interests") is established and maintained for the purposes of this Constitution.
8.9.3 A Director, or a company or firm in which a Director is interested, may enter into a transaction with the Foundation (including entering into a contract of employment with the Foundation) and the Director is not thereby disqualified from office. No Director interested in such a transaction shall, by reason of his or her position as a Director be liable to account for profit derived from that transaction.
8.9.4 A Director must, forthwith after becoming aware of the fact that he or she is interested in a transaction or proposed transaction to which the Foundation is a party, cause to be entered in the "Register of Directors' Interests" and, disclose to the Board, the existence, nature and extent of that interest.
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A disclosure of interest made at a meeting of the Board must be entered in the minutes of the meeting. A general notice entered in the Register of Directors' Interests to the effect that a Director is a shareholder, director, officer, partner or trustee of or for another named company, firm or person and is to be regarded as interested in any transaction subsequently entered into with that company, firm or person is a sufficient disclosure of interest in relation to such a transaction.
8.9.5 A Director who is interested in a transaction entered into, or to be entered into, by the Foundation:
8.9.5.1 Must not vote on a matter relating to the transaction; and
8.9.5.2 Must not, unless the Board or relevant committee otherwise resolves, remain present at a meeting of the Board or a committee during any discussion on such a matter.
8.9.6 Sub-Rule 8.9.5 does not apply to or in relation to:
8.9.6.1 A transaction with a company that is listed on the New Zealand Stock Exchange and in which a director is interested only as holder of shares or other securities;
8.9.6.2 A transaction involving the provision of services or benefits by the Foundation to a blind or vision impaired Director 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; or
8.9.6.3 A transaction with any trust or other entity in which a Director is interested only as a Trustee or officer in either case appointed by the Foundation, the Board, the Chief Executive or any subsidiary (as defined in the Companies Act 1993) of the Foundation;
8.9.6.4 A transaction involving or relating to the effecting of insurance under Rule 8.13.3 (which relates to the provision of certain insurances for directors);
8.9.6.5 A transaction with any subsidiary (as defined in the Companies Act 1993) of the Foundation in which the director is interested only as a Director or employee or officer of the subsidiary;
8.9.6.6. Any particular transaction or proposed transaction approved or ratified by a resolution passed at a meeting of Members.
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8.10 Directors not to Act without Authority
A Director must not act or purport to act on behalf of the Foundation except as authorised by the Board.
8.11 Remuneration of Directors
8.11.1 No remuneration shall be paid to any Director in his or her capacity as a Director unless payment has been first authorised by a resolution passed at a meeting of Members.
8.11.2 No such resolution shall be passed at a meeting of Members unless:
8.11.2.1 The notice of meeting states the amount of the proposed remuneration or change in remuneration (as the case requires); and
8.11.2.2 The notice of meeting includes or is accompanied by a report from an independent external advisor appointed on the recommendation of the auditors of the Foundation giving the opinion of the independent external advisor as to whether the proposed remuneration or change in remuneration is fair to the Foundation.
8.11.3 No Director may speak to any proposed resolution for the payment of, or the fixing of, Directors' remuneration at the meeting of Members or vote on any such resolution
8.11.4 Any resolution authorising the payment to Directors must express the remuneration as a monetary sum per annum payable to any person from time to time holding office as a Director (with or without authorising an additional amount per annum payable to the Board chairperson).
8.11.5 Special remuneration may be paid to any Director rendering any special services approved in advance by the Board for the purpose of, or in the interests of, the Foundation or for undertaking any work additional to that usually required of a Director. Such special remuneration may be authorised by a majority of Directors and must be reported retrospectively to the performance of the relevant services or work in the next annual accounts.
8.12 Reimbursement of Expenses
A Director is entitled to be paid or reimbursed by the Foundation for all reasonable travelling, accommodation and
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other expenses incurred by him or her in his or her capacity as a Director, including the expenses of travelling to and from Board and Board committee meetings.
8.13 Indemnity and Insurance for Directors
8.13.1 The Foundation shall indemnify and hereby indemnifies every Director against any costs incurred by him or her in any proceeding that relates to liability for any act or omission in his or her capacity as a Director and in which judgement is given in his or her favour, or in which he or she is acquitted or that is discontinued.
8.13.2 As a separate and independent indemnity, the Foundation shall indemnify and hereby indemnifies every Director in respect of:
8.13.2.1 Liability to any person other than the Foundation for any act or omission in his or her capacity as a Director;
8.13.2.2 Costs incurred by him or her in defending or settling any claim or proceedings relating to any liability not being criminal liability or liability in respect of a breach of any fiduciary duty owed to the Foundation.
8.13.3 The Foundation may effect and pay for insurance for a Director of the Foundation in respect of:
8.13.3.1 Liability, not being criminal liability, for any act or omission in his or her capacity as a Director; or
8.13.3.2 Costs incurred by that Director in defending or settling any claim or proceedings relating to any such liability; or
8.13.3.3 Costs incurred by that Director in defending any criminal proceedings in which he or she is acquitted.
8.13.4 The Directors who vote in favour of authorising insurance under Sub-Rule 8.13.3 must sign a certificate stating that, in their opinion, the cost of effecting the insurance is fair to the Foundation.
8.13.5 The Board must ensure that particulars of any indemnity given to, or insurance effected for, any Director are forthwith entered in the Register of Directors' Interests.
8.13.6 In this Rule:
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8.13.6.1 "Director" includes a former director;
8.13.6.2 "Indemnify" includes to relieve or excuse from liability, whether before or after the liability arises and "indemnity" has a corresponding meaning.
8.14 Members' Right to Attend Board Meetings
8.14.1 Subject to this Rule, any Member is entitled to attend a meeting of the Board as an observer.
8.14.2 A Member attending a Board meeting pursuant to Sub-Rule 8.14.1 is not entitled to speak at the meeting or otherwise take part in the proceedings of the meeting without the permission of the chairperson.
8.14.3 At any Board meeting the Board may resolve to go into committee for the whole or any part of the meeting and a Member is not entitled to be present so long as the Board is in committee pursuant to the resolution. Every such resolution:
8.14.3.1 Must state the general nature of each matter to be considered in committee and the reason for going into committee in relation to each such matter; and
8.14.3.2 Must be put before the Board goes into committee.