CONSTITUTION OF DUNEDIN DESIGNED INCORPORATED
1.1. The name of DDI will be ‘Dunedin Designed Incorporated’, referred to herein as ‘DDI’
1.2. DDI wishes to amend its current Constitution by substituting this document as a replacement Constitution adopted by resolution dated 3 October 2016
The charitable objects for which DDI is established are:
2.1 To support and promote Dunedin design in all its varied forms, including, but not limited to, spatial design, communication design, digital design, product design and technology design.
2.2 To foster positive public engagement with the community on design issues and promote Dunedin design in the broader context of the national and international design community.
2.3 To provide a maker-run space to act as an incubator for the local Dunedin design community and to provide the public with an opportunity for interaction with contemporary design in varying media. This will provide a cohesive base for networking, support and professional development primarily to allow the local community of designers and makers to develop new projects.
2.4 To establish and maintain network and education opportunities for local designers, and the Dunedin community, through providing opportunities for professional practice development and public discussion, including through workshops and seminars.
2.5 To invite and extend networks to include national and international designers to facilitate a way of locating contemporary design practice, produced locally, in a wider context.
2.6 To produce and promote a design awards event, to encourage, promote and support public and peer appreciation of the craft and skill of local designers, including tertiary students.
2.7 To promote, assist, encourage and support design students of all levels, professionals and amateurs to explore career options in the design and creative sectors.
2.8 To raise money by all lawful means and to solicit, receive and enlist financial aid from individuals and organisations and to conduct fundraising campaigns to promote the charitable objects of DDI.
2.9 To do all such things conducive to the attaining of all or any of the above objects.
2.10 All activities and objects are charitable. Pecuniary gain is not an object of DDI.
3. ACTIVITIES LIMITED TO NEW ZEALAND
3.1. The activities of DDI will be limited to New Zealand.
4. REGISTERED OFFICE
4.1. The Registered Office of DDI will be at 10 Scotia St, Waikouaiti, or at such place as the Executive determines. DDI will advise the Registrar of Incorporated Societies and the Department of Internal Affairs – Charities of any change of address.
5.1. A person must consent in writing to be a member of DDI.
5.2. Membership to DDI does not confer any right, title, or interest in any property of DDI.
5.3. Membership will be open to organisations, and individuals.
5.4. To become a member, the applicant must:
5.4.1. complete any application or registration form as prescribed and provided by the Executive; and
5.4.2. supply any information the Executive requires; and
5.4.3. pay any subscriptions, fees, or levies.
5.5. The Executive may interview the applicant when it considers the application
5.6. The Executive has total discretion whether or not to accept the membership application
5.7. The Executive will advise the applicant of its decision but is not required to provide reasons for that decision.
5.8. The Executive shall govern the conduct of DDI, and may make regulations for the purpose, which shall be binding on all persons.
5.9. Life membership may be conferred by resolution of the Annual General Meeting as recognition of the time and effort that a person has contributed to the work and operation of. Life membership will entitle the holder to stand for and serve on the Executive and will exempt them from all membership fees. It will not however exempt them from other fees.
5.10. The Executive may designate from time to time other classes of membership, (with or without subscription applicable to that membership type) and may invite persons (whether or not they are members) to enrol as Friends. Friends may be enrolled on the bases of subscription or contribution, or otherwise as the Executive decides.
5.11. Friends of (DDI) shall be entitled to such of the following as the Executive may decide from time to time, namely the right:
5.11.1. To attend General Meetings (but not to vote)
5.11.2. To receive a copy of the Annual Report
5.11.3. To have their collective contributions acknowledged
5.11.4. To arrange activities to help the, as the Executive approves, provided the Executive has full authority to manage and supervise the activity
6. ENDING MEMBERSHIP
6.1.1. Any person may resign membership by written notice (including email) to the Secretary of the Executive.
6.1.2. Resignation shall take effect from the end of DDI’s financial year or after acceptance by the Executive at the next General Meeting.
6.1.3. A resigning member will still be liable for any outstanding subscriptions, fees, or levies and will be required to return all Society property.
6.2.1. DDI, through its Executive may terminate a membership in the following ways:
6.2.2. Failure to pay subscriptions (Clause 7)
6.2.3. Following the complaints and discipline process (Clause 8)
6.3. Outgoing Obligations
6.3.1. Upon the end of membership, the former member cannot hold themselves out to be a member of DDI, is required to pay any outstanding fees or subscriptions and all property of DDI held by the member must be returned forthwith.
7.1. DDI will have the power to set any membership subscriptions, fees, or levies that it sees fit.
7.2. Subscriptions and the date of which payment is due will be set at a General Meetings and will continue to apply until altered by a subsequent General Meeting.
7.3. Any member who fails to pay any set subscription after 30 days will, upon receiving notice from the Executive:
7.3.1. Be unable to access all membership rights and privileges; and
7.3.2. Will not be entitled to participate in any DDI activity, and
7.3.3. Be notified that membership will be terminated if payment is not made.
7.3.4. A member in this position will not be released from the obligation of payment.
7.4. If after 30 days a subscription is still in arrears the Executive at the next General Meeting may determine that membership has been terminated.
7.5. DDI reserves the right to seek recovery of any debts.
7.6. DDI may charge a fee to members who request information. This fee shall be set at a General Meeting and will continue to apply until altered by a subsequent General Meeting.
8. COMPLAINTS AND DISCIPLINE
8.1. Any member may initiate a complaint against DDI if they consider the conduct DDI infringes or breaches the laws of Aotearoa / New Zealand, or this constitution.
8.2. Any person may make a complaint to the Executive if they consider the conduct of another person hinders the attainment of any object of DDI. Every such complaint must be in writing and addressed to the Secretary.
8.3. Any person who makes a complaint must include their name on the complaint. They may request that their name is held in confidence, however the Executive retains the discretion as to whether any name will be withheld.
8.4. If the Executive considers (in their discretion) that there is sufficient substance in the complaint, the following procedures shall be observed within fourteen (14) working days of receipt of the complaint:
8.4.1. Persons who are considered to be affected by the complaint to be notified in writing at least fourteen (14) working days prior to the meeting.
8.4.2. The member will be given a copy of the complaint to enable an explanation to be made; and
8.4.3. The member will be made aware of the Executive’s right to discipline the member or terminate membership.
8.4.4. The member may be invited to attend a meeting of the Executive to offer a written and/or oral explanation.
8.4.5. If necessary, further inquiries may be made by or on behalf of the Executive, the results of which will be made available to the complainant and the member complained of.
8.4.6. If necessary, the complaint may be referred to a subcommittee or external person to investigate, report, or make a decision.
8.5. The Executive upon following the aforementioned process may do one of the following:
8.5.1. Dismiss the complaint, providing reasons why; or
8.5.2. Uphold the complaint, providing reasons why, and:
126.96.36.199. Discipline the member, by suspending membership for a specified time, or alter the classification of that member, or;
188.8.131.52. Terminate the membership
8.6. The Executive may, of its own volition, initiate a complaint.
8.7. The decision of the Executive upon any complaint shall be final and binding on the complainant and the member complained of, and will not be subject to any review, appeal, or challenge.
9. REGISTER OF MEMBERSHIP
9.1. The Secretary of DDI will maintain and keep a register of members including;
9.1.1. The member’s name, postal or email address (or both), telephone number, and;
9.1.2. Any other information that is relevant, and;
9.1.3. The date of which they became a member of DDI.
9.2. If a member’s details changes they must give the updated information to the Secretary within a month. The Secretary will be required to update the register as soon as possible.
10. CONFLICTS OF INTEREST
10.1. Any Officer who has an interest in any matter relating to DDI or its activities must disclose the nature and extent of the interest to:
10.1.1. The committee; and
10.1.2. A Conflicts Register.
10.2. Conflicts of Interests include, but are not limited to financial benefits, employment, ethical or clinical concerns, or may occur in relation to responsibilities held with other organisations. Such an interest includes an Officer’s spouse, civil union or de facto partner, child, parent. It may include an Officer’s position as a partner, director, trustee or officer of another organisation.
10.3. The Executive must maintain and keep a register of disclosures of interests made by Offices of the Executive.
10.4. Any Officer who has an interest in any matter relating to DDI:
10.4.1. Must not vote or take part in any discussion of the committee relating to the matter; and
10.4.2. Must not sign any document relating to the entry to any transaction or instigation of the matter; and
10.4.3. May only be present during the discussion and at the time of the decision being made if the Committee agrees.
10.5. The Conflicts Register will be able to be accessed by members.
11. ACCESS OF INFORMATION
11.1. Members will have a general right of access to any personal information held by DDI, this constitution, any in-house rules or bylaws, the annual financial statements presented at General Meetings and the minutes of previous General Meetings.
11.2. A member at any time may make a written request for any other information held by DDI provided that the request is in sufficient detail to identify the information requested.
11.3. DDI must within a reasonable period of time (one month) notify the member regarding the application as to whether:
11.3.1. They will agree to provide the information; or
11.3.2. They will provide the information within a specified time; or
11.3.3. They will provide the information with a specified time if the applicant pays a fee to DDI; or
11.3.4. They refuse to provide the information, specifying the reasons behind the refusal.
11.4. DDI may refuse to provide the information for the following reasons:
11.4.1. The disclosure of the information would be a would or would likely breach a principle of the Privacy Act 1993; or
11.4.2. The disclosure of the information would likely prejudice the commercial position of DDI; or
11.4.3. The disclosure of the information would likely prejudice the commercial position of any other person, whether or not that person has supplied the information to DDI; or
11.4.4. The request is vexatious or frivolous; or
11.4.5. Any other reason that the Executive sees fit.
11.5. If DDI requires the member to pay a fee for access to the information the member may withdraw the request and can be considered having done so, if with 14 working days the member informs DDI;
11.5.1. That they will pay the charge; or
11.5.2. That they consider the charge to be unreasonable.
12. GENERAL MEETINGS
12.1. The term "General Meeting" includes both an Annual General Meeting and a Special General Meeting.
12.2. General meetings may be held by telephone conference call or other similar audio or audio / visual communication provided each member can hear and communicate with all other attendees at that meeting.
12.3. The quorum for a General Meeting will be four (4) members present in person at the start of, and throughout the meeting
12.4. Twenty-eight (28) days notification of each General Meeting will be given to all members and friends by written notice including email and all other social media.
12.5. Notification of the General Meeting will specify the time, date and place of the meeting. Notification will also describe in a general way all the matters that will arise to be considered and specify what further and more detailed information on these matters is available from. Full information will be circulated concerning any proposed amendments to the Constitution.
12.6. A nominee duly appointed by notice in writing to the Secretary and received by the Secretary before the notified time of the meeting may represent a member at a General Meeting. A member may have the right at any time to change, withdraw or revoke the appointment of their nominee by notice in writing to the Secretary.
12.7. All questions will if possible be decided by consensus. However, where a consensus decision cannot be reached on a matter, the decision will, unless otherwise specified in this constitution, be made by a majority vote.
12.8. Voting will be by a show of hands unless members indicate an alternative preference.
12.9. If voting is tied the Chairperson may exercise a second and casting vote.
12.10The current Chairperson of the Executive, or her/his nominee will chair the meeting.
12.11Resolutions passed at any General Meeting will be conclusive and binding on all members of DDI, whether present at the meeting or not.
12.12 Minutes shall be recorded of all General Meetings. The minutes will record the names of the members present, all resolutions and the proceedings of each meeting.
13. ANNUAL GENERAL MEETING
13.1. The Annual General Meeting will be held within three months of the end of the financial year.
13.2. The Annual General Meeting will carry out the following business:
13.2.1. receive the minutes of the previous Annual General Meeting and of any General Meeting held since the last Annual General Meeting.
13.2.2. receive the Executive's report on the activities of the over the last year and the priorities, plans and directions for the forthcoming year.
13.2.3. receive the balance sheet and statement of income and expenditure for the past year.
13.2.4. elect the Chairperson, the Secretary, the Treasurer and up to six (6) other members of the Executive.
13.2.5. appoint an independent Auditor of the accounts or an independent, appropriately qualified person to review the accounts annually if required.
13.2.6. set the annual subscription for the ensuing year.
13.2.7. conduct any other business.
14. SPECIAL GENERAL MEETINGS
14.1. Special General Meetings may be called by the Executive at any time, or by a written request from not less than ten (10) members of and delivered to the Secretary. The meeting will be called within seven (7) days of the meeting request.
15. THE EXECUTIVE
15.1. The Executive will comprise no less than three (3) and no more than seven (7) members from which a Chairperson, Treasurer, Secretary and Contact Officer will be elected at the Annual General Meeting.
15.2. The Executive will appoint an Executive member to the role of Contact Officer. The Contact Officer will be the person who the person who is responsible for liaising with the membership, the Registrar, and DIA Charities as required.
15.3. The Executive will have the right to fill any vacancies immediately after the Annual General Meeting or any vacancies that arise in the Executive or among its named officers during the course of the financial year.
15.4. At the Annual General Meeting following the adoption of this constitution, the existing Executive members will choose between 40% and 60% of their number to stand down. The remaining members of the Executive will stand down at the second AGM. From then on, Executive members will retire after a two-year term, but will be eligible for re-election at the same and subsequent Annual General Meetings. Newly elected Executive members will take office immediately upon their election.
15.5. Nominations for elected positions on the Executive, including elected officers, shall be made in writing, endorsed with the consent of the nominee and given to the Secretary not less than fifteen (15) days before the date fixed for the Annual General Meeting. If there are insufficient nominations for specific officer positions, oral nominations may be received at the Annual General Meeting, provided that no member will be elected who has not consented to being nominated.
15.6. The procedure for Executive meetings will be as follows:
15.6.1. A quorum will be three (3) members of the Executive.
15.6.2. The Executive will strive to seek consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands.
15.6.3. if the voting is tied, the motion is lost.
15.6.4. The Chairperson or the Chairperson’s nominee will chair each meeting.
15.6.5. The Executive will meet at least eight (8) times every year.
15.6.6 Minutes shall be recorded of all meetings of the Executive. The minutes will record the names of the members present, all resolutions and the proceedings of each meeting.
15.6.7 Minutes of meetings of the Executive will be available to any member upon request. Any records of any meetings held as ‘in committee’ will not be exempt from any such request.
15.7. The Executive will at all times be bound by the decisions of members at General Meetings.
15.8. An Officer or member of the Executive will cease to be an Officer or member of the Executive in the following circumstances:
15.8.1. Resigns in accordance with clause 6.1. or;
15.8.2. Has their membership terminated in accordance with 6.2. or;
15.8.3. Does not attend three consecutive meetings without leave of absence, that member may, at the discretion and on decision of the Executive, be removed from the Executive
15.8.4. Is not reelected after an Annual General Meeting
15.8.5. By resolution of a General Meeting of which prior notice was given in the notice of meeting and which is passed by a two-thirds majority of those present and voting.
16.1. For the purposes of the charitable objectives of DDI, the Executive has the power to use its funds as it deems necessary or proper in payment of its costs and expenses, including the employment and dismissal of counsel, solicitors, agents, officers and staff, according to principles of good employment and the Employment Relations Act 2000 or any subsequent enactment.
16.2. The Executive has the power to purchase, take on lease or in exchange or hire or otherwise, acquire any real or personal property and any rights or privileges, which the Executive thinks necessary or proper for the purpose of attaining the charitable Principles & Objectives of DDI and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges.
16.3. The Executive may invest surplus funds in any way permitted by law for the investment of charitable funds and upon such terms as the Executive thinks fit.
16.4. The Executive may borrow or raise money from time to time by the issue of debentures, bonds, mortgages or any other security founded on all or any of the property and/or rights of DDI or without any such security and upon such terms as to priority or otherwise as the Executive thinks fit.
16.5. The Executive has the right to do any things, which may from time to time appear necessary or desirable to the Executive to give effect to and attain the Charitable Objectives of DDI.
16.6. The Executive has the right to make, alter and rescind regulations for the internal conduct of Society, which are consistent with the Constitution.
16.7. All members of the Executive will exercise their duties and powers in good faith and in the best interests of DDI, and use their powers as a governing body for proper purposes in conducting the business of DDI
16.8. The Executive will exercise due diligence and care in conducting the business of DDI and will not allow DDI’s activities to be conducted recklessly or in a way creating risk for any creditors of DDI.
16.9. The Executive will comply with the law and this constitution.
17. POWER TO DELEGATE
17.1. The Executive may from time to time appoint any sub-committee or person and may delegate any of its powers and duties to any such sub-committee or person. The sub-committee or person may without confirmation by the Executive exercise or perform the delegated duties in the same way and with the same effect as the Executive could itself have done.
17.2. Any sub-committee or person to whom the Executive has delegated powers or duties will be bound by the constitutional terms of DDI and any terms or conditions of the delegation set by the Executive.
17.3. The Executive will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Executive.
17.4. It will not be necessary for any person who is appointed to be a member of any such Executive, or to whom such delegation is made, to be a member of the Executive.
18. INCOME, BENEFIT OR ADVANTAGE TO BE APPLIED TO CHARITABLE PURPOSES
18.1. Any income, benefit or advantage will be applied to the charitable purposes of DDI.
18.2. No person associated with DDI may derive any income, benefit or advantage from the operation of DDI.
18.3. This clause does not prevent a person from deriving income, benefit or advantage from the operation of DDI if such benefit is derived from professional services to DDI rendered in the course of business at no greater rates than current market rates.
18.4. For the avoidance of doubt, no person or member of DDI may take part in the deliberations or the decision over any transaction with DDI where that person or member or any persons associated with the person or member may obtain an income, benefit or advantage.
19. ALTERATION OF THE CONSTITUTION
19.1. The Constitution may be altered, added to or rescinded, by a two-thirds majority, at any General Meeting provided that notice in writing setting out such alteration, addition or rescission has been displayed on the notice board of not less than fourteen (14) clear days prior to this meeting.
19.2. No alteration, addition or rescission of the following clauses; Objects (Clause 2 ) Membership (Clause 5 ) Incomes, Benefit or Advantage to be applied to Charitable Purposes (Clause 18 ) or Winding Up (Clause 24), will be permitted without the prior consent of the Registrar of Incorporated Societies and the Department of Internal Affairs – Charities.
19.3. The Executive will within one (1) month register any such alteration, addition or rescission with the Registrar of Incorporated Societies and Department of Internal Affairs - Charities.
20.1. No Officer or member of the Executive shall be liable for the acts or defaults of any other Officer or member of the Executive or any loss occasioned thereby, unless occasioned by their willful default or by their willful acquiescence.
20.2. The Officers, Executive and each of its members shall be indemnified by DDI for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their willful default.
21. FINANCIAL ARRANGEMENTS
21.1. The financial year will be from April 1st in one year to March 31st in the following year.
21.2. The Executive will ensure that true and accurate statements of account are held and maintained at all times.
21.3. The Executive may fix from time to time procedures for the handling of money and transactions of. Such procedures shall be binding on all persons acting on behalf of DDI.
21.4. All cheques or electronic transactions drawn upon the bank account of will be authorized / signed by a minimum of two (2) so authorised members of the Executive. There shall be no more than 4 authorised signatories at any one time. No cheques or electronic transactions shall be authorized or pre-signed in advance of actual payment being made.
21.5. All investment of funds must be authorised by the Executive.
21.6. The permission of the Executive must be given prior to any money being borrowed by (such people approved by the Executive).
21.7. The method of accounting will be cash
22. COMMON SEAL
22.1. The Common Seal of will be kept in the custody and control of the Secretary.
22.2. When required, the Common Seal will be affixed to any document following a resolution of the Executive and will be signed by the Chairperson and one other person appointed by the Executive.
23.1. DDI may amalgamate or merge with any other society whose purposes or objects are similar to DDI and where it is in the best interests of DDI pursuant to the Incorporated Societies Act.
23.2. The Executive must prepare an independent amalgamation proposal which details any conditions to the amalgamation and the consequences of the amalgamation to the ability of DDI to fulfill its objectives.
23.3. A resolution to amalgamate must be carried by no less than two-thirds majority, at a General meeting provided that notice of the amalgamation and the amalgamation proposal has been circulated to members not less than twenty (20) working days prior to this meeting.
23.4. Any property of DDI will be transferred to the new amalgamated society.
24. WINDING UP
24.1. DDI may be wound up, liquidated or dissolved in any way provided for in the Incorporated Societies Act 1908.
24.2. Any remaining assets shall not be distributed among the membership, but will be distributed among such community groups in Otago that have charitable status registered with the Department of Internal Affairs Charities, and similar charitable objectives to DDI; and will be decided at a General Meeting convened for the purpose, and according to the provisions of the Incorporated Societies Act or any subsequent enactment.
25. MATTERS NOT STATED
25.1. The Executive shall have the power to deal with any matter not provided for fully in this Constitution, and resolve it.
25.2. The Executive shall have the sole authority to interpret this Constitution. The decision of the Executive on any question or interpretation or on any matter affecting DDI not provided in this Constitution shall be final and binding on all members.
Declaration of Adoption of Constitution
The Constitution of DDI is binding, with accordance of its terms between:
1. DDI and members; and
2. each member.
The Executive acknowledges that this document is the true and correct Constitution of DDI, as approved at the General Meeting held on:
3 October 2016