9.0 Meetings of Members
9.1 Right to Attend and Vote at Meetings
9.1.1 Unless otherwise specified in this Constitution or in the Incorporated Societies Act 1908, a power or function expressed to be exercisable by or at a meeting of Members or otherwise reserved to Members may be exercised by a resolution passed at a meeting of Members by a simple majority of the votes of those Members entitled to vote and voting on the question.
9.1.2 The following persons are entitled as of right to attend and be heard at a meeting of Members:
9.1.2.1 Members;
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9.1.2.2 Proxies for Full Members;
9.1.2.3 Directors;
9.1.2.4 The Auditor.
The Board or the meeting may invite or authorise any other person to attend, or to attend and be heard at, a meeting on such terms as the Board or the meeting (as the case may be) determines.
9.1.3 Only Full Members are entitled to vote at a meeting of Members or in a postal vote under Rule 9.11 (which provides for postal voting on certain proposals put to meetings of Members).
9.2 Annual General Meeting
9.2.1 The Board must call an Annual General Meeting of Members to be held once in each calendar year and not later than 5 months after the end of the Foundation's Financial Year.
9.2.2 The business of the Annual General Meeting shall be:
9.2.2.1 Announcement of the results of the election of Directors;
9.2.2.2 Appointment of the Auditor;
9.2.2.3 Consideration of the Annual Report;
9.2.2.4 Consideration of any proposed resolution specified in the notice of meeting;
9.2.2.5 Any other business authorised by Sub-Rule 9.2.3.
9.2.3 The chairperson of an Annual General Meeting must allow a reasonable opportunity for Members present in person at the meeting to question, discuss or comment on the management, or the Board's direction and supervision of the management, of the Foundation. The meeting may pass a resolution under this Sub-Rule relating to such management, direction or supervision, but the resolution is not binding on the Board.
9.2.4 Not more than 2 successive Annual General Meetings may be held in the same regional centre.
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9.3 Special Meetings
9.3.1 A special meeting of Members:
9.3.1.1 May be called at any time by the Board; or
9.3.1.2 Must be called by the board on a written request signed by not less than 5% of all Full Members appearing on the Register of Members as at the date on which the request is delivered to the Registered Office.
9.3.2 If called pursuant to a request made by Members under Sub-Rule 9.3.1, the meeting must be held not later than 40 Working Days after delivery of the request to the Registered Office.
9.4 Chairperson
9.4.1 If the chairperson of the Board is present at a meeting of Members, he or she must chair the meeting.
9.4.2 If the chairperson of the Board is not present within 15 minutes after the time appointed for the commencement of the meeting the deputy chairperson of the Board, if present, must chair the meeting. If there is no deputy chairperson or he or she is not present the Full Members present may elect any one of their number or any Director (other than a Co-opted Board member) to be chairperson of the meeting. If the Chief Executive is present, the election of a chairperson under this Sub-Rule shall be conducted by the Chief Executive or his or her nominee.
9.5 Notice of Meetings
9.5.1 Written notice of the time and place of a meeting of Members must be sent to every Member and to every Director and the Auditor of the Foundation not less than 20 Working Days before the meeting.
9.5.2 The notice must:
9.5.2.1 Contain any material expressly required by this Constitution to be included in the notice; and
9.5.2.2 Otherwise state the business to be transacted at the meeting in sufficient detail to enable a Member to have a reasonable appreciation of the general nature of that business.
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9.5.3 If a meeting of Members is adjourned for less than 20 Working Days, it is not necessary to give notice of the time and place of the adjourned meeting other than by announcement at the meeting which is adjourned.
9.6 Place of Meeting
9.6.1 Subject to this Rule, a meeting of Members is held by the assembling together of Members or their proxies, together constituting a quorum, at the place appointed for the meeting. The meeting place shall be determined by the Board.
9.6.2 A meeting assembled in accordance with Sub-Rule 9.6.1 is extended so as to include persons otherwise entitled to attend meetings of Members and who are contemporaneously assembled in 1 or more other places, if the requirements of the next following Sub-Rule are complied with. Such meeting is called an "extended meeting".
9.6.3 The requirements of this Sub-Rule are that:
9.6.3.1 The extension must have the prior approval of the Board; and
9.6.3.2 The places of assembly (called "venues") must be linked to each other by audio, or audio and visual, communication; and
9.6.3.3 Such communication must be designed to enable each person present at any venue to simultaneously hear any other person speaking to the meeting at any other venue;
9.6.3.4 The notice of meeting must state each venue and must prominently nominate 1 of them as the principal venue.
9.6.4 All persons assembled at any venue and linked in accordance with Sub-Rule 9.6.2 and Sub-Rule 9.6.3 are entitled, so far as the circumstances permit, to participate in the business and proceedings of the meeting.
9.6.5 In the case of an extended meeting:
9.6.5.1 The chairperson of the Board is treated as present at the meeting for purposes of Rule 9.4.1 (relating to the chairing of a meeting) only if he or she is physically present at the principal venue;
9.6.5.2 Only a Member or Director physically present at the principal venue is eligible to be elected as chairperson under Rule
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9.4.2 (relating to the election of a chairperson in the absence of the Board chairperson).
9.6.6 The chairperson of an extended meeting shall appoint a person as his or her representative at each venue at which the chairperson is not physically present. The representative must be a Director or a Member. A representative has such functions relating to the conduct of proceedings at the venue concerned as the chairperson shall determine. Such functions may include taking a count on a show of hands and the supervision of a poll and transmitting the results to the chairperson in such manner as the chairperson directs.
9.6.7 The chairperson of an extended meeting may adjourn the meeting at any time and from time to time in the event of any failure to establish the necessary communication between assembly places or the disconnection or interruption in the communication or any interference or deterioration in sound quality, but no such disconnection, interruption, interference or deterioration shall affect the validity of the proceedings.
9.6.8 Where an Annual General Meeting is held by means of an extended meeting, it shall, for the purposes of Rule 9.2.4 (which restricts the holding of more than 2 successive annual meetings in 1 regional centre), be deemed to have been held at the principal venue.
9.6.9 In all other respects the provisions of this Constitution relating to meetings of Members shall, with any modifications necessary to meet the circumstances, apply to an extended meeting.
9.6.10 The Board may make regulations governing the convening and conduct of extended meetings but this power is limited to matters on which this Constitution is silent and such regulations shall not be inconsistent with any express provision of this Constitution.
9.7 Quorum
9.7.1 Subject to this Rule, no business may be transacted at a meeting of Members if a quorum is not present.
9.7.2 A quorum for a meeting of Members or their proxies is present if 50 Full Members are present in person or by proxy.
9.7.3 If a quorum is not present within 30 minutes after the time appointed for the commencement of the meeting:
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9.7.3.1 In the case of a meeting called at the request of Members under Sub-Rule 9.3.1.2 (relating to Members' right to requisition a meeting of Members), the meeting is dissolved;
9.7.3.2 In the case of any other meeting, it is adjourned to the same day 2 weeks after the meeting at the same time and place (or, if applicable, the same places) or to such other date, time, and place or places as the Board may appoint. If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the commencement of the meeting, the Members or their proxies present shall constitute a quorum.
9.8 Voting
9.8.1 Unless a poll is demanded, voting on any question at a meeting of Members shall be either by voice or by show of hands (whichever the chairperson shall nominate). On a vote by voice or show of hands each Full Member present in person has 1 vote.
9.8.2 The results of any vote shall be declared by the chairperson at the meeting. A declaration by the chairperson that a resolution is carried is conclusive evidence of that fact unless a poll is demanded in accordance with Sub-Rule 9.8.3.
9.8.3 A poll may be demanded by the chairperson or by 4 or more Full Members.
9.8.4 A poll may be demanded either before or after a vote is taken on the voices or by show of hands.
9.8.5 On a poll, each Full Member has, and may exercise, the right to vote either in person or by proxy or, where Rule 9.11 applies and subject to that Rule, by means of a postal vote.
9.8.6 The number of votes that a Full Member may exercise is as follows:
9.8.6.1 Each Full Member (other than a Custodial Guardian) is entitled to receive and use 1 voting form;
9.8.6.2 Except as provided by the next following sub-paragraph, each Custodial Guardian is entitled to receive and use a separate voting form for each Qualifying Child in respect of whom he or she is recorded as being a Custodial Guardian in the records kept by the Foundation under Sub-Rule 5.5.3;
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9.8.6.3 Each Custodial Guardian to whom sub-rule 2.1.3.2 applies is entitled to receive and use a separate voting form for each Qualifying Child as aforesaid together with 1 additional voting form for himself or herself in his or her right being a Full Member under Rule 5.2.2.1 or by virtue of Section 12 (1) (a) of the Royal New Zealand Foundation of the Blind Act 2002 (as the case may be).
9.8.7 A poll must be conducted in such a manner as, in the opinion of the chairperson, will provide reasonable secrecy in the voting process, having regard to the blindness or vision impairment of voters.
9.8.8 The result of a poll must be declared by the chairperson at the meeting, including the number of votes cast for and against the resolution.
9.8.9 The chairperson does not have a casting vote.
9.8.10 Where a person is present in person or by proxy at a meeting of Members, his or her eligibility to vote at that meeting and the number of votes which he or she is entitled to cast in terms of this Constitution shall be determined solely by reference to the Register of Members or the record of Qualifying Children kept under Rule 5.5.3 (as the case requires) as at the commencement of the meeting.
9.9 Proxies
9.9.1 Subject to this Rule, a Full Member may appoint a proxy who may exercise the following rights at a meeting of Members as if the proxy were the Member:
9.9.1.1 The right to attend and be heard at the meeting;
9.9.1.2 The right to demand or join in demanding, and to vote in, a poll.
9.9.2 A proxy must be:
9.9.2.1 A Full Member of the Foundation as at the date that the notice of appointment is delivered to the Registered Office; or
9.9.2.2 The chairperson of the meeting concerned.
An appointment of the chairperson is effectual even though the appointment identifies him or her only by his or her office and not by name.
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9.9.3 A proxy must be appointed by notice in writing signed by the appointer. The notice must:
9.9.3.1 Be in a form prescribed or approved by the Board; and
9.9.3.2 State whether the appointment is for a specified meeting or for all meetings held within a specified period of time not exceeding 12 months from the date of the appointment.
9.9.4 A notice of meeting must contain a statement that a Full Member is entitled, in terms of this rule, to appoint a proxy and it must be accompanied by a form of appointment of proxy which a Full Member may use for the purpose. The form sent with the notice of meeting must not be filled in with the name of any person as proxy. The form sent with the notice of meeting may contain a statement that the chairperson of the meeting is willing to act as any Full Member's proxy.
9.9.5 A notice appointing a proxy is not effective for a meeting unless it is delivered to the Registered Office at least 48 hours before the time appointed for the commencement of the meeting.
9.9.6 A vote cast by a proxy can be exercised by the proxy as the proxy sees fit.
9.9.7 A vote cast by a proxy whose appointment has been revoked is nevertheless valid, unless written notice of the revocation has been delivered to the Registered Office at least 24 hours before the time appointed for the commencement of the meeting.
9.9.8 As soon as practicable after the commencement of a meeting of Members the chairperson must announce the number of valid proxies received and exercisable at the meeting.
9.10 Member Proposals
9.10.1 30 or more Full Members may sign and deliver or cause to be delivered to the Registered Office a written notice containing the text of a resolution that those Members (called "Proposing Members") require the Board to include in the business of the first meeting of Members to be held after the expiration of 40 Working Days from the date of delivery of the notice. The notice must specify the name and address of a Full Member appointed by the Proposing Members as their agent for the purpose of communications relating to the notice.
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9.10.2 It is the duty of the Board to ensure that the notice of the relevant meeting includes consideration of the proposed resolution as part of the business of the meeting and the name and address of the Proposing Members' agent.
9.10.3 The notice given by the Proposing Members may be accompanied by a statement of not more than 600 words in support of the proposed resolution and, if so, the statement must be included in or with the notice of the relevant meeting.
Provided that the Board is not obliged to include the statement if it considers that it is or may be defamatory.
9.11 Postal Votes
9.11.1 In this Rule, "Notified Proposal" means a proposed resolution that is to be considered at a meeting of Members and the full text of which is specified in the notice of meeting, but does not include a proposal simply to receive any report or other document to be presented or considered at the meeting or which is otherwise of a purely formal or procedural nature.
9.11.2 A Full Member may exercise the right to vote on any Notified Proposal at a meeting of Members by casting a postal vote in accordance with this Rule. The number of votes that he or she is entitled to cast shall be as provided by Rule 9.8.6.
9.11.3 The provisions of Section 12 (which relate to postal ballots) apply to a postal vote under this Rule.
9.11.4 If a vote is taken on a Notified Proposal on which postal votes have been cast the chairperson must:
9.11.4.1 On a show of hands, include, in the count either for or against the resolution (as the case requires), each Member who has cast a postal vote on the proposal pursuant to this Rule;
9.11.4.2 On a poll, include in the count either for or against the resolution (as the case requires), the vote cast by each Member who has cast a postal vote on the proposal pursuant to this Rule.
9.11.5 A Member who casts a postal vote on any Notified Proposal may not vote, either in person or by proxy, on that same Notified Proposal at the meeting at which the proposal is voted on.
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9.11.6 Nothing in this Rule affects any right which any person would otherwise have to withdraw a proposal or motion before it is put to a vote. This applies even though postal votes have been cast on that proposal or motion.
9.11.7 No postal ballot shall be held under this Rule in respect of any proposed resolution under Rule 13.4 (which relates to the liquidation of the Foundation and the disposal of surplus assets).
9.12 Minutes
9.12.1 The Board must ensure that minutes are kept of all proceedings at meetings of Members.
9.12.2 Minutes that are signed correct by the chairperson of a meeting of Members are prima facie evidence of the proceedings at the meeting.
9.12.3 Subject to Sub-Rule 9.12.4, the Board must either ensure that the minutes of meetings of Members 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.
9.12.4 Separate minutes shall be kept of proceedings of Members held in committee. The Board chairperson is responsible for arranging for the collation, storage and safe custody of all such minutes.
9.13 General Conduct of Proceedings
9.13.1 Subject to any express requirements of this Constitution, the chairperson of a meeting of Members shall, as far as it is reasonably practicable so to do, ensure that the proceedings are conducted in such a manner as will, in his or her opinion, take adequate account of the needs and convenience of, and will facilitate participation by, blind and vision impaired Members, but the validity of any proceedings shall not be called into question solely by reason of any breach or alleged breach of this Sub-Rule.
9.13.2 If the chairperson of a meeting of Members is blind or vision impaired, he or she is entitled, but not obliged, to use and rely on such sighted assistance as he or she may reasonably require in carrying out his or her functions.
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9.14 Other Procedures
Except as provided in this Constitution, a meeting of Members may regulate its own procedure.
9.15 Accidental Errors not to Invalidate Proceedings
The proceedings or decisions of a meeting of Members are not invalidated by:
9.15.1 Any accidental omission to send to any Member, or the non-receipt by any Member of, notice of the meeting or any report or other document intended to accompany the notice; or
9.15.2 Any accidental failure to send the notice of meeting or any report or other document accompanying, or intended to accompany, the notice, in the Member's preferred format; or
9.15.3 Any accidental error in the transcription of notice of the meeting or of any report or other document accompanying, or intended to accompany, the notice.