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The Human Resources Institute of New Zealand

Human Resources Institute of New Zealand (HRINZ) is the professional body for those involved in Human Resource Management and the development of people.

HRINZ represents the interests of 3,400+ individual members who make up around 45% of the known New Zealand HR market. Read More

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Human Resources Institute of New Zealand Incorporated Constitution and Rules


Download PDF (changes made in 2016 underlined)

CONSTITUTION AND RULES

1. NAME

The name of the Institute is the Human Resources Institute of New Zealand Incorporated (HRINZ).

2. OBJECTIVES

2.1 HRINZ is an association of individuals who are interested or involved in Human Resources Management, performance, development and leadership of people at work.

2.2 The HRINZ objectives are:

a) to encourage and support the development of professional knowledge, competence and high standards of performance among its members;

b) to promote an understanding of all aspects of Human Resource Management and development and its contribution to the performance and leadership of individuals and organisations; and

c) to provide an authoritative and influential viewpoint on all matters affecting its members and the management, performance, development and leadership of people at work.

3. POWERS

3.1 HRINZ shall have power to do all lawful things that are necessary or appropriate for furthering the achievement of its objectives and the practice of Human Resource Management, performance, development and leadership of people at work.

3.2 Nothing expressed or implied in this constitution shall permit the activities of HRINZ or any other business carried out on behalf or for the benefit of HRINZ to be carried out for the private pecuniary benefit of any member.

3.3 Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer, servant or employee of the Institute in return for any service actually rendered to HRINZ.

3.4 Provided further that no member or officer who is employed in any capacity or associated with any person employed in any capacity by HRINZ shall determine or influence in any way the type or amount of any remuneration paid to that Member or that associated person.

4. ORGANISATION

4.1 HRINZ shall consist of the members, Board and branches.

4.2 The members shall be those people who have been admitted to membership in accordance with this Constitution.

4.3 The Board shall consist of the Directors elected or co-opted in accordance with this Constitution.

4.4 The branches shall be established as unincorporated committees of HRINZ in accordance with this Constitution and shall be subject to the direction of the Board as provided by this Constitution.

4.5 The members, Board, branches and all the committees of HRINZ, shall be bound by this Constitution and shall pursue the objectives and conduct the business of HRINZ in accordance with this Constitution.

5. MEMBERSHIP

5.1 Membership shall be on an individual basis and shall comprise of Professional and General members.

5.2 Professional members shall be the Life Fellows; Fellows; Honorary Fellows; Associate Fellows; and the Accredited Generalist, Specialist and Academic members.

5.3 General members shall be the members who are not Professional members and may include any Affiliate members whose primary role is outside of the Human Resources profession.

5.4 All members shall, in addition to their membership of HRINZ itself, be members of the relevant Branch established pursuant to Rule13. Members residing outside New Zealand shall be deemed to be members of the Branch of their choosing.

5.5 Members are required to pay an annual fee to HRINZ to be considered financial members. However Life Fellows, Life Members and Honorary Fellows are not required to pay an annual fee and are deemed to be financial members without such payment.

5.6 At the discretion of the Board, HRINZ may establish corporate memberships.

6. PROFESSIONAL MEMBERSHIP

6.1 Life Fellow

a) On its own motion or on the nomination of a Branch committee or any other committee empowered to consider these matters, the Board may confer the designation of Life Fellow on any Fellow whose outstanding contribution or services to HRINZ and to the growth or practice of Human Resource Management, performance, development and leadership of people at work it wishes to recognise.

b) Life Fellows shall have and retain for all time the membership rights of Fellows of HRINZ, but shall not be required to pay any annual fee.

6.2 Fellow

The Board may confer the designation of Fellow on any member who:

a) is an Associate Fellow; and

b) is a Professional Member

c) satisfies the Board of a high standard of personal integrity and professional competence; and

d) has made an outstanding contribution:

i) to the management, development and leadership of people at work through exceptional achievement as a HR practitioner; author; researcher or teacher; and/or

ii) to HRINZ through active participation in and support for its affairs and activities over a significant period to either local or international HR communities.

6.3 Associate Fellow

The Board may confer the designation of Associate Fellow on any member who:

a) is a Professional member (MHRINZ), and

b) has been actively involved as an influential leader in the HR community. Influential leadership may include such activities as:

i) having made a significant contribution to Branch and/or National activities; or

ii) managing a HR function through major change; or

iii) conducting and publishing research and/or teaching that has made a valuable contribution to Human Resource Management practice or theory.

6.4 Honorary Fellow

a) The Board may approve the conferring of the designation Honorary Fellow on a person who, though not a current member when the award is conferred;

i) has made an outstanding contribution to furthering the practice and reputation of Human Resource Management; and/or

ii) whose acceptance of the designation of Honorary Fellow would enhance the reputation of HRINZ in the eyes of its members and the New Zealand business community.

b) Honorary Fellows shall have and retain the membership rights of financial members, but any annual fee is waived. They are entitled to vote and stand for election to the Board.

6.5 Professional Members

The Board may, on the recommendation of the Board appointed Grading Panel, approve the conferring of the designation of Professional Member (i.e. MHRINZ) on any General Member who demonstrates knowledge, skills and experience in generalist, specialist or academic roles in the field of Human Resource Management, performance, development and leadership of people at work, which are sufficient to meet the criteria for professional competence set out in the regulations as published on the HRINZ website.

7. GENERAL MEMBERSHIP

7.1 The Board may admit to general membership any person who:

a) is, or is likely to be, engaged in an occupation or role which requires knowledge of concepts and practices in the fields of Human Resource Management, performance, development and the leadership of people at work; or

b) is studying full time or part time in a tertiary course that is relevant to the professional practice of Human Resource Management as a Student member, or

c) demonstrates an interest in the concepts or practices of Human Resource Management, performance, development and the leadership of people at work which the Board considers sufficient for membership; and

d) is regarded by the Board in its absolute discretion as a person suitable for admission to membership.

8. LIFE MEMBER

8.1 On its own motion or on the nomination of a Branch Committee, or other committee empowered to consider these matters, the Board may confer the designation of Life Member on any person whose outstanding contribution or services to HRINZ it desires to recognise.

8.2 Conferral of Life Membership entitles a person to all rights or privileges of membership; they are entitled to vote and stand for election for Branch positions however are not required to pay any annual fee.

9. RIGHTS AND OBLIGATIONS OF MEMBERSHIP

9.1 Participation

a) Financial Professional members shall have full rights to participate in the activities and affairs of HRINZ, including voting rights and the right to hold membership of the Board or any Branch office as set out in this constitution.

b) Financial General members shall have full rights to participate in the activities and affairs of HRINZ, including voting rights and the right to hold any Branch office as set out in this Constitution.

c) All members are obliged to adhere to the Code of Professional Conduct (on the HRINZ website) and to act within the rules and policies of HRINZ and are expected to conduct themselves in a manner which will not bring disrepute to the organisation and/or the profession. Failure to meet these obligations may result in loss of membership or the individual being removed from any office they hold within HRINZ.

9.2 Designations

a) Fellows, Associate Fellows, Honorary Fellows and accredited Professional members, for so long as they continue to be members and to comply with this Constitution, may state their membership designation in the abbreviated forms FHRINZ, AFHRINZ, FHRINZ (Hon), and MHRINZ respectively.

b) Life Fellow members, for so long as they comply with this Constitution, may state their membership designation in the abbreviated form LFHRINZ

c) Any deliberate misrepresentation of HRINZ designations held, if any, will be considered a breach of the Code of Professional Conduct, Constitution and Rules, and policies of HRINZ.

d) The table below sets out the rights and obligations of HRINZ membership categories:

Membership Table Designation Fees Payable Vote Branch Role Board Role Prerequisites
Life Fellow LFHRINZ N Y Y Y Fellow
Life Member (Hon) LHRINZ N Y N N Non member
Fellow FHRINZ Y Y Y Y Prof Mbr (MHRINZ)
Honorary Fellow FHRINZ (Hon) N Y Y Y
Associate Fellow AFHRINZ Y Y Y Y Prof Mbr (MHRINZ)
Professional Member MHRINZ Y Y Y Y Gen. Mbr
Professional Member (Specialist) MHRINZ(specialty) Y Y Y Y Gen. Mbr
General Member - may include member categories at a discounted rate e.g. Student, Graduate, Retired Y Y Y N
Overseas Member Y Y NA NA Citizens/resident of another country


9.3 Certificates

Certificates of membership shall remain the property of HRINZ and their return may be requested by the Board on a person's ceasing to be a Member, or when a Member is admitted to a different grade of membership.

9.4 Resignation

A Member may resign membership by notifying HRINZ in writing.

9.5 Cancellation of membership

Membership of HRINZ shall be cancelled:

a) If a renewing Member is non-financial at 31 May of the current financial year; or

b) If a new Member has failed to pay their membership fees within three months of issue of invoice; or

c) If a Member has failed to pay any monies due and owing, excluding membership fees, for a period of not less than three months; or

d) Upon the member’s resignation; or

e) In the opinion of the Board the member is no longer a proper person to be a member, which may include by virtue of breaching the Code of Professional Conduct, Constitution and Rules, and policies of HRINZ

10. BOARD

10.1 Subject to this Constitution, the governance of HRINZ shall be vested in the Board which shall exercise all the powers of HRINZ, including the borrowing of moneys.

10.2 The Board shall comprise:

a) No more than eight Directors, elected by the membership, who must be financial professional members; and

b) At the discretion of the Board, up to three independent, co-opted Directors may be selected by the Board for their specific professional expertise outside of the human resources profession, to ensure a balance of appropriate governance skills on the Board; and

c) Any Directors co-opted under Rule 11.2 to fill a casual vacancy.

10.3 Director Honorarium

a) Directors may be eligible to receive an honorarium in recognition of their contribution and time required in their Board role.

b) Any honorarium will be reviewed every two years and submitted for approval at the AGM.

10.4 Indemnity of Board members

If by reason of any act, omission or obligation in their capacity as a Board member of HRINZ, a Board member or former Board member incurs liability for a loss (other than a loss attributable to that Board member's own dishonesty or the wilful commission or omission by that Board member of an act known by that Board member to be a breach of trust) that Board member shall be indemnified by HRINZ and its income.

11. ELECTION AND CO-OPTION OF DIRECTORS

11.1 The members shall elect Directors to the Board in accordance with the Board Election policy and procedure.

a) Directors shall be elected by a ballot of Members. The Directors elected in this way shall, subject to the rules (including Rule 12) hold office for three years. Directors shall be eligible for re-election no more than twice (to a maximum of nine years of elected Board tenure). Any Director standing for a third term must provide notice to the Board.

b) On or before 28 February each year the Chief Executive of HRINZ shall give notice in writing to each member seeking registrations of interest from Professional members for election to the Board for any Board vacancies.

c) Any vacant Board positions will be advertised to the membership each year. When advertising vacancies, the Board may request specific attributes.

d) If an election is necessary, the election shall be held by way of a ballot. The Chief Executive shall provide the names and candidate profiles of the confirmed candidates, as confirmed by the Board appointed Assessment Panel, to each member. This shall occur no later than 15 April, and will be provided together with ballot papers for completion and return to the Chief Executive by no later than 30 April.

e) Each member may vote for the number of confirmed candidates required to fill the number of vacancies available. A vote for a greater number shall be declared invalid.

f) The confirmed candidate/s receiving the largest number of votes shall be declared to be a Director until the number of vacancies has been filled.

11.2 In the event of a casual vacancy among the Elected Directors, the Board shall decide whether it wishes to fill the vacancy and if it does then the Board shall co-opt a Professional member to any Elected Director vacancy until the next election, when the vacancy will be filled via the election process. Any period served by an individual filling a casual vacancy is not included in the time that person is eligible to hold office under Rule 11.1(a).

11.3 The Board shall have the power to appoint Independent Directors for the purpose of accessing specific skills deemed critical for the Board at that time.

a) Independent Directors appointed may not necessarily be HRINZ members and shall participate as full Directors (i.e. full Board voting rights)

b) Independent Directors are not eligible for election to National President or National Vice President Roles or to vote at the AGM unless a member.

c) Independent Directors hold office for three years with a maximum of nine years of Board tenure.

11.4 Any Director who fails to attend two consecutive meetings of the Board shall be deemed to have resigned unless the Board grants a leave of absence, which may only occur in exceptional circumstances.

11.5 A Director may be removed from the Board where the majority of the Directors vote to do so, on the basis of the individual repeatedly or significantly failing to meet their obligations under the Director’s Code of Conduct within the HRINZ Governance manual.

11.6 The Directors shall elect any one of their number to be the Board Chairperson for such period of time that the Board deems appropriate, provided that this period is not more than one year. The Board may appoint or dismiss a Chairperson at any time. A Chairperson is eligible for re-election at the completion of their term of appointment.

12. ELECTION OF NATIONAL PRESIDENT AND NATIONAL VICE PRESIDENT

12.1 A vacancy for the National President and/or National Vice President position shall be filled by the Board from amongst the Elected Directors based on their demonstrable alignment to the appropriate position descriptions.

12.2 The National President and National Vice President will be elected no later than the second meeting of the incoming Board held after an election in accordance with Rule 11 in those years where the term has expired. Nominations, seconding and voting regarding any vacancy is by other members of the incoming Board.

12.3 The National President and National Vice President will not be required to put themselves up for election to the Board during their term in office; however they will be required to do so at the end of their term and before standing for any further term. This Rule specifically overrides the limitation of a Director’s term in Rule 11.1.

12.4 The National President and National Vice President may not at any time during their term hold office as President of a Branch.

12.5 The National President is an ex-officio member of all committees of HRINZ.

12.6 The National President and National Vice President shall serve terms of three years. The National President and National Vice President are eligible for a maximum of two terms (six years) as National President or National Vice President, but may not exceed the maximum Director tenure of nine years pursuant with Rule 11.1(a). They shall remain in office until their successor takes up the role.

12.7 If the National President or the National Vice President are unable to continue in office for whatever reason, the Board shall have the power to fill the vacancy with another Director. The appointment period continues to expire in line with the next Annual General Meeting and is not counted as a term of office for the purposes of Rule 12.6.

13. BRANCHES

13.1 Twenty members who are resident in a particular location or engaged in a particular occupation or aspect of human resource management and development may make application to the Board for the establishment of a Branch to serve that location or occupation or aspect, provided that the Board may waive the requirement as to numbers where the circumstances warrant. A Branch that is established for a particular location shall be known as a geographical Branch.

13.2 The Board shall agree to the establishment of a Branch when it is satisfied that the proposed Branch is financially viable and in the best interests of HRINZ.

13.3 Each Branch shall be required to adopt an appropriate form of the Branch Constitution (which is annexed to this Constitution) and to comply with the Constitution and Rules of HRINZ and the Branch at all times.

13.4 The Board shall provide financial and other necessary resources for the establishment and operations of the Branches, having regard to the intended level and range of activities of a Branch, the numbers of members involved and served, the resources of the Branch and of HRINZ, and the extent to which the Branch is able to generate its own resources.

13.5 The Board may disestablish a Branch if the Branch is unable to satisfy the Board that its continued operation is in the best interests of HRINZ. Branch members would be reallocated to another existing Branch.

14. EMPLOYEES OF THE INSTITUTE

 14.1 The Chief Executive is appointed by the Board who are responsible for all employment matters of the Chief Executive.

14.2 The Chief Executive shall report to, and be responsible to, the Chairperson for the management and administration of HRINZ. This includes;

i) the implementation of HRINZ strategy, policy and programme decisions,

ii) the employment of staff, the maintenance of the internal culture,

iii) all operational aspects of the running of HRINZ at both the national and local levels,

iv) administering electronic ballots for Directors, and

v) the receipt, security and payment of money for and on behalf of HRINZ, and the making and keeping of appropriate and proper financial records.

14.3 The Chief Executive or an independent scrutineer (appointed by the National President) shall be the returning officer for elections of Directors under Rule 11 of this Constitution, provided that the Board may approve the appointment of some other person as returning officer for a particular election or period of time.

15.  MEETINGS OF THE BOARD

 15.1  Meetings of the Board;

 a)  must be held at least six times each year; and

 b)  must be held if a request for a meeting is made in writing to the Chairperson by a majority of the Directors stating the topic or business which the Directors wish to have discussed at that meeting; or

c)  may be held if a request for a meeting is made in writing to the Chairperson by 50 members stating the topic or business which the members wish to have discussed at that meeting. The deliberations and decisions of this meeting shall be circulated to all financial members within seven days of the meeting.

15.2  Formal notice of the date, time, venue and intended business of any meeting of the Board shall be given to each Director by the Chief Executive not less than 21 days before the date on which the meeting is to be held.

15.3  Where a request for a meeting of the Board is made pursuant to Rule 15.1(b) or 15.1(c) of this Rule, the Chief Executive shall within seven days make arrangements for such a meeting and shall then give each Director not less than 21 days’, or sooner as directed by the Chairperson, notice of the date, time, venue, and intended business of that meeting.

15.4  A quorum for a meeting of the Board shall be a simple majority, including the Chairperson or their nominee.

15.5  The Board shall at each ordinary meeting consider:

 a)  the minutes of the previous meeting;

 b) reports (if any) from the National President and Chairperson;

c)  reports (if any) from the Chief Executive and, if appropriate, other employees;

d) reports (if any) from other committees of the Board, and the auditors;

e) financial matters including statements of income and expenditure, balance sheets and budgets and, in particular:

i) at the first meeting after the end of the financial year, the presentation of the statements of income and expenditure and the balance sheet for the financial year just ended; and

ii) at the final meeting of the financial year, the presentation of the proposed budget of income and expenditure and levels of annual fees for the following financial year;

f)  the amount of any outstanding annual fees and any other payments to be paid by members;

g)  reports on the activities of the Branches;

h)  progress towards meeting HRINZ’s strategic objectives, including risk and compliance matters;

i)  any other business which the Board may agree to consider, whether notice has been given or not;

j)  any health and safety hazards, risks or concerns; and

k)  the date, time and venue for the next meeting of the Board.

15.6  Each Director shall be entitled to one vote per motion; either in person, by phone or by other media. A motion approved by a majority of the votes of the Directors attending and voting at a meeting of the Board shall become a resolution of the Board.

15.7  On a matter, other than a proposal to amend this Constitution, which not fewer than half the Directors agree in writing is an urgent matter, a motion proposed in writing by a Director and supported by at least one other Director which has been delivered with supporting information to all Directors, approved and signed and returned to the Chief Executive by a majority of the Directors within one month of the posting, becomes a resolution of the Board.

15.8  In the event that an equal number of votes are cast for and against a motion, the Chairperson (or the Board Member chairing the meeting in the absence of the Chairperson) shall have a casting vote in addition to a substantive vote.

15.9  HRINZ shall meet reasonable travel, accommodation and other costs incurred by Directors in order to attend its meetings and carry out its business.

16.  ANNUAL GENERAL MEETINGS

16.1  HRINZ’s financial year shall be from 1 April to 31 March. HRINZ shall hold an Annual General Meeting as soon as can be conveniently arranged in the year following each financial year, but in any case not more than six months after the end of the financial year. Where the AGM occurs more than 3 months following the end of the financial year, draft audited financial statements will be made available to members within 3 months of the end of the financial year.

16.2  Notice of the Annual General Meeting shall be given to members not less than 21 calendar days prior to the date of the Annual General Meeting. Notice will be by electronic means.

16.3  The business of an Annual General Meeting shall be:

 a)  to receive and consider the Board’s report on HRINZ's affairs during the preceding year; and

 b)  to consider, discuss and deal with any business included in the notice convening the Annual General Meeting or other business required by the Constitution; and

c)  to receive the report of the Chief Executive, if any; and

d)  to receive the audited financial statements and other reports of HRINZ, including an annual balance sheet; and

e)  to appoint a duly qualified independent auditor, rotated every four years, as recommended by the Board.

17. EXTRAORDINARY GENERAL MEETING

17.1 Extraordinary general meetings of HRINZ may be called at any time:

 a) by the Chairperson; or

 b) by a simple majority of Directors; or

 c) upon the written request of at least 10 percent of HRINZ’s total membership.

17.2 Such notice of requisition pursuant to Rule 17.1 must specify fully the business to be put before the Extraordinary General Meeting.

17.3 Notice of the Extraordinary General Meeting shall be given to members no less than 21 calendar days prior to the date of such extraordinary general meeting. Notice will be by electronic means.

18.  PROCEDURE AT ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

18.1  The non-receipt of a notice by any member and their consequent absence shall not invalidate any proceedings at any Annual or Extraordinary General Meeting.

18.2  The Chairperson shall chair all Annual or Extraordinary General Meetings. In the absence of the Chairperson, the Board Members present shall be entitled to nominate and elect a chairperson by majority vote for the meeting.

18.3  The quorum at any Annual or Extraordinary General Meeting shall be a minimum of 20 financial members.

18.4  The Chairperson may, with the consent of a majority of those voting at any Annual or Extraordinary General Meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place.

18.5  Any financial member desiring to move any motion at an Annual General Meeting shall notify the Chief Executive four weeks prior to the AGM. The Chief Executive shall send a copy of the motion with the proposer's name to each member or, where this is not practicable, shall send a summary of the motion and shall state where the full text of the motion may be seen with the notice of Annual or Extraordinary General Meeting.

18.6  Any irregularity, error or omission in notices, agendas and relevant papers for an annual or extraordinary general meeting or the omission to give notice to all members entitled to receive notice, and any other error in the organisation of the meeting shall not invalidate the meeting or prevent the meeting from considering the business of the meeting provided that:

a)  the Chairperson in their discretion determines that it is still appropriate for the meeting to proceed despite the irregularity, error or omission; and

b)  a motion to proceed is put to the meeting and such motion is passed.

19. VOTING AT ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

19.1 Only Life, Honorary and financial members may exercise voting rights or put forward motions to any such meeting.

19.2 Unless otherwise specified in this Constitution, each financial member under Rule 19.1 shall be entitled to one vote and every question shall be decided by a majority of votes.

19.3 In the case of an equality of votes the Chairperson of the Annual or Extraordinary General Meeting shall have a casting vote.

19.4 A member may vote by proxy on any question submitted to the decision of an Annual or Extraordinary General Meeting. The instrument appointing a proxy shall be deposited with the Chief Executive not less than 48 hours before the time appointed for the meeting at which the proxy is to be used.

20.  BANK ACCOUNTS

20.1 The Board shall operate one or more accounts with banks which are registered with the Reserve Bank of New Zealand.

20.2 The signatories to the accounts will be two of the Chief Executive or delegate, Finance Advisor, Chairperson, National President or nominated director(s).

21. ANNUAL FEES

21.1 The Board shall set the amount or rate of annual fees or other payments to be paid by members each year, provided that the amount or rate may vary according to the grade or class of membership.

21.2 The annual fee to be paid shall be set for the full financial year, commencing 1 April, and shall be payable by members within one month of invoicing. No refund of fees paid shall be given to members who resign from HRINZ during the year. Members who join HRINZ after 30 April shall pay a fee pro-rated for the balance of the year.

21.3 In special cases, the Board may reduce the amount of any annual fees, or any other payment or arrears to be paid by any Member or class of members.

21.4 Any Member whose annual renewal fee remains unpaid on 31 May of the current financial year will have their membership cancelled. The individual is therefore not entitled, until full payment has been made of all outstanding amounts, to vote or receive any membership benefits, rights or services.

22.  CODES OF PRACTICE

22.1 The Board shall have the power to formulate, approve and publish codes and statements of professional and membership conduct, practice, behaviour, and standards. All members shall be bound to recognise and observe all such codes and statements.

22.2 The adoption, amendment or deletion of any code of practice or other statement under this Rule shall require a resolution that is adopted by a simple majority of the Directors.

23.  COMMITTEES OF THE BOARD

23.1 The Board may establish committees for general or specific purposes. The resolution establishing the committee shall detail the committee’s objectives, mandate, budget, authority and reporting requirements.

23.2 The Board shall appoint the convenor of each committee which is established pursuant with Rule 23.1.

23.3 Members of any committee shall be appointed by the convenor and may be asked to commit to a two-year term at a time.

23.4 HRINZ shall meet reasonable travel, accommodation and other costs incurred by members of committees in order to attend meetings of committees and to carry out their agreed business.

23.5 The Branch Presidents shall form a Branch President Advisory Group. This Group will have input into strategic planning discussions and will provide recommendations about services that support the development of members in line with HRINZ’s constitutional purpose. A representative of the Branch President Advisory Group may be invited to attend Board meetings from time to time.

24. COMMON SEAL

24.1 The Chief Executive shall be responsible for the safe custody of the Common Seal of HRINZ.

24.2 The Seal shall be used only by resolution of the Board and every instrument to which the Seal is affixed shall be signed by two Directors.

25.  CONSTITUTION AND RULES

25.1 This Constitution may be added to or amended or repealed by resolution of the Board, provided always that such addition, amendment or rescission shall be valid if and only if it does not affect or detract from the objectives of HRINZ (Rule 2) and provided that:

a) either:

i) the proposed addition, amendment or repeal has been approved by a majority of the Directors present and voting at a duly convened meeting of the Board; or

ii) notice of the proposed addition, amendment or repeal has been given in writing signed by not fewer than 50 professional and financial members to the Chief Executive,

b) following which:

i)  the proposed addition, amendment or repeal is advised to all members not less than one calendar month prior to the date on which the Board finally votes on the proposal; and

ii)  the proposed addition, amendment or repeal is adopted by a resolution passed by a simple majority of the Board, provided that 50 financial members have not given to the Chief Executive a written request for a ballot on the proposed addition, amendment or repeal. If such a notice is given then the Chief Executive will arrange a ballot. A simple majority of those members who vote will determine the outcome of the ballot.

25.2 The regulations of HRINZ may be established, added to or amended or repealed in whole or in part, by a resolution adopted by the majority of the Directors, provided that any proposed change to the rules is not in conflict with any provision of the Constitution itself.

25.3 No addition to or alteration of the objectives, personal benefit rule or the winding up rule shall be approved if such addition or alteration would cause HRINZ to lose any preferential income tax exception that it holds prior to such change.

26.  MEMBERS FORUM

An annual Members Forum will be held to gain input from the members on the direction and operation of HRINZ and any other matter of interest to members. The National President, or their nominee, shall chair the Forum and may take all or any such action as is reasonable to allow for proper discussion of matters raised, and has the power to curtail or defer discussion.

27.  FUNDS OF HRINZ

The funds of HRINZ shall be under the control of the Board and any funds may be invested in the name of HRINZ from time to time in any trustee investments under the Trustee Act 1956 and any investment may be varied or transposed.

28. MATTERS NOT PROVIDED FOR

28.1 If:

a) any matter or subject is not provided for in the Constitution; or

b) any doubt arises as to the interpretation, effect or construction of any Rule of the Constitution or of any purpose, subject or matter;

then every such matter or doubt shall be determined by the Board, whose decision on it shall be final and binding on all members.

29. NOTICES

Any notice required to be given shall be in writing and may be served on a member either personally or by posting it in a pre-paid envelope, or electronically delivered to the member at the address last notified by the member to HRINZ.

30.  DISSOLUTION

30.1 HRINZ can only be liquidated by appropriate resolutions passed pursuant to section 24 of the Incorporated Societies Act 1908.

30.2 The Board shall distribute the surplus assets and funds of HRINZ after payment of HRINZ’s liabilities to vest absolutely in another similar not-for-profit organisation to be used by that organisation for not-for-profit purposes within New Zealand.

31. BOARD TRANSITION ARRANGEMENTS

31.1 Following any adopted resolution, the following rules apply to enable transition of HRINZ from the requirements of the previous Constitution to the requirements of this Constitution.

i) If a person has served as an Elected Director under a previous Constitution, to be eligible to stand for election to be a Director under this Constitution, they must have less than or equal to seven years Elected Director tenure as at 22 August 2014. This means that it is possible that a person could serve a possible ten Board years, instead of nine.

a) For a person who is currently or has previously served as National President or National Vice President to be eligible to be considered for re-election under this Constitution, they must have less than or equal to three years as National President or National Vice President as at 22 August 2014. This means that it is possible that a person could serve a maximum of six years in such positions.

i) The current National President duration for the existing National President is three years pursuant to Rule 12.6.

ii) The current National Vice President duration for the existing National Vice President is three years pursuant to Rule 12.6.

By resolution of the HRINZ Board 06 May 2016



Appendices –


HUMAN RESOURCES INSTITUTE OF NEW ZEALAND INCORPORATED CONSTITUTION OF THE [INSERT REGION] BRANCH


1. NAME

The name of the Branch shall be the ______________________ Branch of the Human Resources Institute of New Zealand Incorporated (HRINZ).

2. OBJECTIVES

The objectives of the Branch are to further the objectives of HRINZ in the location or occupation or aspect of Human Resource Management, performance, development and leadership of people at work served by the Branch and to provide a focus for the interests and activities of the members in that location or occupation or aspect.

3. POWERS

Subject to the Constitution and Rules of HRINZ, the Branch shall have powers to do all lawful things which are necessary or appropriate for furthering the achievement of the objectives of the Branch and of HRINZ.

4. MEMBERSHIP

4.1 Each financial Member who is working in or resident in the location for which the Board has approved the establishment of this Branch shall become a member of the Branch without further application or annual fee.

4.2 Subject to the Constitution and Rules of HRINZ, each such financial member shall be entitled to participate in the activities of any Branch so long as that person's financial membership of HRINZ continues.

5. BRANCH COMMITTEE

5.1 Subject to the Constitution and Rules of HRINZ, the business and activities of the Branch shall be conducted by the confirmed Branch Committee.

5.2 Branch Committees shall not exceed 20.

5.3 Any financial member may make themselves available to serve on the appropriate Branch Committee as per Rule 5.5.

5.4 The members of the Branch Committee shall elect from their number:
a) the Branch President; and

b) the Branch Vice President(s); and

c) the Branch Secretary/Treasurer.

5.5 Each Member of the Branch Committee shall hold office from the 1 April to 31 March. Committee members elected as pursuant to Rule 5.4 above shall remain in office until their successors take up office.

5.6 The maximum number of consecutive years a Member may serve on the Branch Committee for any one region is four years.

a) A special extension to the maximum four year term may be granted under certain circumstances defined in Board policy, when approval from both the Branch President and the Chair is given.

b) If the Branch Committee seeks a special extension for the Branch President to serve a further year as Branch President, or immediate Past Branch President, then approval from the Board is required.

c) Once a Committee Member has served a total of four consecutive years on the Branch Committee for any one region, they must have two years away from that Branch’s Committee before they may apply to serve further terms as per Rule 5.6 above. Applications for further terms under this rule will need the endorsement of the current Branch President and Chair before the Branch Committee process can commence.

d) A Branch Committee may request that the Board consider alternative one off arrangements in specific circumstances which will be defined in Board policy.

5.7 The Branch President shall serve a term of two years. If a Committee Member is holding the office of Branch President when his or her term expires from the Branch Committee, they will complete a two year term as Branch President regardless of when their term on the Branch Committee expires.

5.8 The Branch Committee may fill any casual vacancy in an elected or appointed position in the Branch by election, appointment or co-option, but any person elected or appointed in this way shall hold office only until the date of the end of the calendar year and shall then be eligible for (re-)election as above.

5.9 A quorum for meetings of the Branch Committee shall be five members or one-half of the total number of members of the Branch Committee, whichever is the lesser number.

6. FINANCIAL MANAGEMENT

6.1 The financial year of the Branch shall commence on 1 April and end on 31 March in each year.

6.2 The Branch Committee shall be responsible for the preparation of Branch activity budgets and may seek financial or other resources from the HRINZ Office Team to support its operations and activities.

6.3 The Branch Committee shall comply with any requirements of the Board and Chief Executive regarding the management or disposition of any funds that stand to the credit of the Branch.

6.4 The Branch Committee must at all times adhere to the Financial Risk Management rules contained in the Branch Manual.

7. EXTRAORDINARY GENERAL MEETINGS

7.1 An Extraordinary General Meeting of the Branch may be called by upon the written request of at least 10 percent of the financial members of that Branch.

7.2 Such notice of requisition pursuant to Rule 7.1 must specify fully the business to be put before the Extraordinary General Meeting.

7.3 Within seven days of the date of the resolution of the Branch Committee or the receipt of the written request, HRINZ’s Chief Executive shall notify all financial members of the Branch, giving not less than 14 days' notice of the date, time, venue and proposed business of the meeting.

7.4 The quorum for an Extraordinary General Meeting shall be a simple majority, including at least one of the Branch President or Branch Vice President(s).

8. BRANCH COMMITTEE APPOINTMENTS

8.1 Members of the Branch Committee

a) The Chief Executive shall give notice in writing to each financial Member seeking Expressions of Interest for representatives to the Branch Committee where that Member belongs. All such Expressions of Interest are to be received by the Chief Executive by the date advised.

b) A financial Member of the Branch may submit an Expression of Interest to join the Branch Committee. A financial Member may submit an Expression of Interest on behalf of another financial Member with that Member’s written consent.

c) Expressions of Interest will be reviewed by the current Branch President, in consultation with the Chief Executive where appropriate, and based on the information and facts provided by the member, and the skills required by the Branch. Following this review, successful members will be invited to join the Branch Committee.

9. DISSOLUTION

9.1 On its own motion, or on the recommendation of the Branch Committee, an extraordinary general meeting of the Branch may resolve by simple majority to recommend to the Board that the Branch be wound up.

9.2 The Chief Executive shall be advised of the resolution as soon as practicable and shall arrange within 21 days to ballot the financial members who are members of the Branch on the question of the dissolution of the Branch.

9.3 The HRINZ Board shall consider the recommendation of the extraordinary general meeting of the Branch and the ballot of the members and then decide the course of action which best serves the interests of HRINZ and its members.

9.4 On the dissolution of the Branch, the assets and liabilities of the Branch shall become assets and liabilities HRINZ.

By resolution of the HRINZ Board 06 May 2016

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