Constitution of Auckland Challenge Incorporated

CONSTITUTION

OF AUCKLAND CHALLENGE

INCORPORATED

Auckland Challenge Constitution Version 3 – 2025

This policy has been approved for use and is currently in force

1. THE SOCIETY

1.1. NAME

The name of the society is Auckland Challenge Incorporated ("the Society").

1.2. REGISTERED OFFICE

The registered office of the society is 10 Connaught St Blockhouse Bay, Auckland, New Zealand, 0604.

1.3. PURPOSES OF SOCIETY

The purposes of the society are:

1.3.1. To create opportunities and resources to enable young people to enhance their personal development, learn new skills, acquire knowledge and realise their potential in becoming all that they can be.

1.3.2. To deliver “The Duke of Edinburgh’s International Award Aotearoa New Zealand | Hillary Award” (The Award) in a partnership model.

1.3.3. To facilitate access to “The Award” and through partnerships, enable the sustainability and development of other youth programmes which share the same vision.

1.3.4. To work in partnership with young people and other like-minded organisations to create opportunities for young people to shine.

1.3.5. Pecuniary gain is not a purpose of the Society.

2. GOVERNANCE OF THE SOCIETY

Within this section: “board” and “the board” shall refer to a committee for the purposes of the Incorporated Societies Act 2022. All board members are officers of Auckland Challenge Inc.

2.1. BOARD OF DIRECTORS

2.1.1. The society shall have a board of directors (“the board”), comprising: 2.1.1.1. Five persons elected by the members. 2.1.1.2. Up to two additional voting members appointed by the board.

2.1.2. Only full members of the society may be board members.

2.1.3. Staff employed by the society may also be members of the society and may be a voting member of the board.

2.1.4. No more than one staff member may be a voting member of the board at any time.

2.1.5. The board shall appoint a person to be the minute taker but that person shall not have voting rights unless they are already a member of the board.

2.1.6. All board members are automatically full members of the society for the duration of their board term.

2.2. APPOINTMENT OF BOARD MEMBERS

2.3. At the Annual General Meeting each year, the members shall elect sufficient board members to fill the vacant positions for elected board members.

2.4. The maximum term of a board member shall be two years, after which they must stand down and may stand for re-election.

2.5. The board may co-opt up to two additional members as specified in 2.1.1.2 to ensure sufficient skills are on the board. The co-opted members shall be entitled to participate in board meetings and have a vote in board decisions.

2.6. The Chairperson of the board is elected by the members at the AGM. If there are no candidates for this role at the AGM, then the board should appoint one of their number to be the chairperson at the first board meeting after the AGM.

2.7. A treasurer is to be appointed by the board within one month of the AGM. The treasurer may be either an elected board member or co-opted member but may not be a current staff member.

2.8. OFFICER QUALIFICATIONS

2.8.1. All board members are to complete a consent of officer and certificate to be retained by the society administration.

2.8.2. Board members may not be younger than 16 years of age.

2.8.3. Board members must meet the qualifications outlined in Section 47 of the Incorporated Societies Act 2022.

2.8.4. Board members must not be disqualified from being an officer under any section of the Incorporated Societies Act 2022, the Charities Act 2005, or any subsequent legislation.

2.9. CESSATION OF BOARD MEMBERSHIP

2.9.1. The board may terminate the membership of a board member by majority vote if a member fails to attend three consecutive meetings of the board without the approval of the board.

2.9.2. A person will immediately cease to be a board member when that person: 2.9.2.1. Resigns in writing, 2.9.2.2. Dies, 2.9.2.3. Is dismissed under the provisions of these rules, 2.9.2.4. Is declared bankrupt, 2.9.2.5. Is found to be a mentally disordered person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or subsequent enactment, 2.9.2.6. Is prohibited from being an officer of an incorporated society or a director or taking part in the management of an incorporated or unincorporated body under the Companies Act 1993, the Incorporated Societies Act 2022, the Charities Act 2005, the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993 (or their successors), 2.9.2.7. Fails to meet any criteria under Section 47 of the Incorporated Societies Act 2022, 2.9.2.8. Is subject to a property order made under the Protection of Personal and Property Rights Act 1988, 2.9.2.9. Is removed by majority vote of full members of the society at a society Meeting, 2.9.2.10. Completes their term of office.

2.9.3. If a person ceases to be a board Member, that person must, within one month, give to the board, all society documents and property.

2.10. NOMINATION OF BOARD MEMBERS

2.10.1. Nominations for members of the board or chairperson shall be called for at least 14 days before an Annual General Meeting. Each candidate shall be proposed and seconded in writing by members and the completed nomination delivered to the Chairperson. Nominations shall close at 5pm on the third day before the Annual General Meeting.

2.10.2. If the position of any board member or office holder becomes vacant between Annual General Meetings, the board may appoint another society member to fill that vacancy until the next Annual General Meeting.

2.10.3. OFFICERS — All members of the board owe to the society the following duties: 2.10.3.1. To act in good faith and in the best interests of the society, and use powers for a proper purpose; 2.10.3.2. To comply with the Incorporated Societies Act and with the society’s constitution, except where the constitution contravenes the Act; 2.10.3.3. To exercise the degree of care and diligence that a reasonable person with the same responsibilities within the society would exercise in the circumstances applying at the time; 2.10.3.4. To not allow the activities of the society to be carried on recklessly or in a manner that is likely to create a substantial risk of serious loss to the society or its creditors; and 2.10.3.5. To not allow the society to incur obligations that the officer does not reasonably believe will be fulfilled.

2.11. ROLE OF THE BOARD — Subject to the constitution of the Society (“The Constitution”), the role of the board is to: 2.11.1. Govern the society; 2.11.2. Carry out the purposes of the society, and use money or other assets to do that; 2.11.3. Govern the society’s financial affairs, including approving the annual financial statements for presentation to the members at the Annual General Meetings; 2.11.4. Set accounting policies in line with generally accepted accounting practice; 2.11.5. Decide the times and dates for meetings, and set the agenda for meetings; 2.11.6. Decide the procedures for dealing with complaints; 2.11.7. Set membership fees, including subscriptions and levies; 2.11.8. Make regulations. 2.11.9. The board has all of the powers of the society, unless the board’s power is limited by this constitution, or by a majority decision of the society. 2.11.10. Decisions of the board bind the society, unless the board’s power is limited by these rules or by a majority decision of the society.

2.12. ROLES OF BOARD OFFICERS

2.12.1. CHAIRPERSON — The Chairperson is responsible for: ensuring that the rules are followed; convening meetings and establishing whether or not a quorum (half of the board) is present; chairing meetings, deciding who may speak and when; ensuring the board is leading the society; providing a report on the operations of the society at each Annual General Meeting.

2.12.2. TREASURER — The treasurer is responsible for: keeping proper accounting records in line with XRB standards of the society’s financial transactions to allow the society’s financial position to be readily ascertained; preparing annual financial statements for presentation at each Annual General Meeting in accordance with the society’s accounting policies; providing a financial report at each Annual General Meeting; providing financial information to the board as the board determines.

2.12.3. Contact Person — The Board shall maintain a minimum of two contact persons for the society, appointed at the first Board meeting following an AGM and subsequently as required. At least one contact person is required to be the Administrator of the society.

2.13–2.21. BOARD MEETINGS — Board meetings may be held via video or telephone conference, or other formats as the board may decide. The quorum for a board meeting shall be one half of the current board, rounded up to a whole number. The Chair shall chair board meetings, or if the Chair is absent, the board shall elect a board member to chair that meeting. All motions put to the board will, if possible, be decided by consensus; otherwise by a majority vote by show of hands, unless otherwise determined by the board. The Chair or person acting as Chair has a casting vote. Only board members present at a board meeting may vote unless they have provided a written vote in advance of the meeting opening. The board will meet a minimum of six times every year. The appointed minute taker will ensure that a record of minutes for all board meetings is maintained, recording the names of those present, decisions made by the board, and any other motions discussed at the meeting.

3. SOCIETY MEMBERSHIP

3.1. MEMBERSHIP — Membership of the society shall be open to people who support the vision and mission of Auckland Challenge.

3.2. ADMISSION OF MEMBERS — Membership of Auckland Challenge shall consist of two tiers: 3.2.1. Full Membership, which entitles members to voting rights and the full privileges of the society, subject to approval by the current board. To become a full member an applicant must complete an application form, agree to Auckland Challenge’s code of conduct, and supply any other information required by the board. 3.2.2. Participant Membership, in which a person wishes to promote the objects of the society but does not receive voting rights. Participant membership is automatic upon payment for enrolment in The Award, which constitutes consent for the purposes of the Incorporated Societies Act 2022 unless the person explicitly opts out.

3.3. REGISTER OF MEMBERS — The Society shall keep a register of members (“the Register”) containing the names, postal and email addresses and telephone numbers of all members, and the dates at which they became members. If a member’s contact details change, that member shall give the new details to the Society. Each member shall provide such other details as the board requires.

3.4. CESSATION OF MEMBERSHIP — Full membership shall be for a term of not more than 18 months, running from the date full membership is granted until 3 months following the AGM in the year following that grant, unless renewed. Participant membership ceases upon a participant’s highest Award level becoming archived, or 3 months following receipt of the Award unless they enrol in a higher level. Any member may resign at any time by giving written notice to the Society Administration. The board may, in its absolute discretion, terminate the membership of any member whom it considers is not acting in the best interests of the society, subject to at least 7 days’ written notice, a board meeting discussing the matter, and the affected member’s right to present their case with or without an advocate and/or witnesses. The board’s consensus decision shall be notified in writing to the affected member.

3.5. OBLIGATIONS OF MEMBERS — All members (and board members) shall promote the purposes of the society and shall do nothing to bring the society into disrepute. Unless specified otherwise, all references to a majority decision or quorum of the society shall be the relevant majority of full members.

4. FINANCIAL

4.1. USE OF INCOME — Use of any income, benefit or advantage will be applied to the charitable purposes of the society. No member of the society or board, or any associated person, shall participate in or materially influence any decision regarding payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever. Any such income paid shall be reasonable and relative to an arm’s length transaction (open market value). This provision cannot be removed from these rules and shall be implied into any document replacing these rules.

4.2. ADDITIONAL POWERS — The society may employ people; invest in bank term deposits; buy, sell, exchange, develop and mortgage property; borrow money and give security for it; issue negotiable instruments; receive and make gifts; enter contracts and leases; belong to other societies or associations with similar or beneficial purposes; and do all things necessary or desirable to enable the board to attain the charitable purposes of the society.

4.3. FINANCIAL YEAR — The financial year of the society begins on 1 April and ends on 31 March of the following year.

4.4. ASSURANCE ON THE FINANCIAL STATEMENTS — The society may appoint an appropriately qualified person to audit or review the annual financial statements. The auditor/reviewer must not be a board member, employee, or member of the society. If unable to act, the board shall appoint a replacement. The board must provide the auditor/reviewer with access to all relevant information, additional information requested, and reasonable access to relevant persons. The treasurer shall ensure financial statements are filed with the registrar by 30 September each year.

4.5. FINANCIAL CONTROLS — All bank accounts operated by the society shall require a minimum of two authorisers for all transactions. The Board Finance Committee shall appoint a minimum of three persons capable of authorising transactions, at least one of whom shall not be a staff member. A minimum of one board member who is not a staff member shall have at minimum read access to all financial reporting systems used by the society.

5. SOCIETY MEETINGS

5.1. A society meeting is either an Annual General Meeting or a Special General Meeting.

5.2. The AGM shall be held once every year, following the end of the financial year and prior to 30 September, at a time and place determined by the board.

5.3. There must be a minimum of 6 calendar months between Annual General Meetings.

5.4. Special General Meetings may be called by the board, and must be called if the Chairperson receives a written request signed by at least 10% of full members.

5.5. The Chairperson shall give all members at least 14 days’ written notice of the business to be conducted at any society meeting.

5.6. The society will additionally provide, where appropriate: a copy of the Chair’s report; the annual financial statements; a list of nominees for vacant board positions with available information; and notice of any motions and the board’s recommendations.

5.7. A meeting and its business will not be invalidated simply because one or more members do not receive a notice sent in good faith.

5.8. All full members may attend and vote at society meetings. A quorum requires at least 20% of full members to attend. Meetings are chaired by the Chair, or another elected board member if the Chair is absent; the chairing person has a casting vote.

5.9. On any motion, the Chair shall in good faith determine whether to vote by voices, show of hands, or ballot — except that if any member demands a secret ballot before voting begins, voting must be by secret ballot, and the Chair retains a casting (second) vote.

6. BUSINESS OF ANNUAL GENERAL MEETINGS — The business of an AGM shall be: receiving minutes of previous meetings; the Chair’s report; the Treasurer’s report and Annual Financial Statements; election of board members; motions to be considered; and general business. The Chair or nominee shall adjourn the meeting if necessary.

7. ADJOURNED MEETINGS — If a quorum is not present within half an hour of the appointed time, a meeting convened on requisition of members shall be dissolved; otherwise it stands adjourned to a time and place determined by the Chair. If quorum is still not present at the adjourned meeting, it shall be dissolved without further adjournment. Only unfinished business from the original meeting may be transacted at an adjourned meeting.

8. MOTIONS AT SOCIETY MEETINGS — Any full member may request a motion be voted on (a “Member’s Motion”) by giving written notice to the Chairperson at least 21 days before the meeting, with supporting information if desired. The board may decide in its discretion whether to put the motion to a vote, except that a motion signed by at least 20% of full members must be voted on, with supporting information circulated at least 14 days beforehand (or the member may raise it at the following meeting). The Board may also put forward its own motions (“Board Motions”). Members must be notified of a society meeting and any proposed motions at least 14 days before the meeting.

9. RESOLUTIONS IN LIEU — In lieu of a society meeting, the society may pass a motion by written electronic means authorised by at least 20% of full members, with a minimum 28 days’ notice. Failure to contact a member due to delivery failure does not invalidate a motion. All motions in lieu must be positively affirmed — an absence of vote does not approve a motion.

10. COMMON SEAL — Auckland Challenge does not maintain a common seal.

11. ALTERING THE RULES — The society may alter or replace these rules at a society meeting by a resolution passed by a two-thirds majority of full members present, provided no amendment detracts from the charitable nature of the society, results in non-charitable distribution of assets on winding up, or extends the society’s operations beyond New Zealand. A proposed amendment must be signed by a proposer and seconder and given in writing to the Chairperson at least 28 days before the meeting, with a written explanation of the reasons. At least 21 days before that meeting, the Society shall give all members written notice of the proposed motions, reasons, and any board recommendations. A rule change takes effect only once filed with the Registrar of Incorporated Societies. For resolutions in lieu, the determination of full members present is the sum of all full members.

12. DISPUTES — Any dispute relating to these rules, or between the Board and Management, or within the Board, may be referred to mediation — a non-binding process facilitated by an independent mediator. Mediation may be initiated by either party in writing; the other party either agrees to proceed or attends a preliminary meeting to discuss its usefulness. The parties agree on a mediator, or ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint one, and mediation follows that Institute’s Mediation Protocol. The Board must be notified of any disputes as soon as practicable. Mediation terminates upon a signed settlement agreement, notice from the mediator that further efforts are not justified, notice from a party to the same effect, or expiry of sixty working days from the mediator’s appointment (unless extended by consent).

13. CONFLICTS OF INTEREST — The Board shall retain a conflict of interest register for all board members, who must declare any interest as soon as they become aware of it; a member with an interest may participate in discussion but must abstain from voting. The register must be presented on request by any board member and at the AGM. Recognising Auckland Challenge’s management structure: all employment decisions and remuneration are decided by the Board; a majority of the Board may direct the Manager to do or not do any act to prevent a conflict of interest; and any staff members on the Board must abstain from voting on employment-related decisions.

14. WINDING UP — Upon winding up, all surplus assets, after payment of costs, debts and liabilities, will be given to other charitable organisations or public educational organisations operating the Award within New Zealand, as the Board decides. Assets may not be distributed to a for-profit entity regardless of its affiliation to the Award. If the society cannot decide, surplus assets are disposed of per the directions of the High Court or the Incorporated Societies Act 2022.

15. DEFINITIONS AND MISCELLANEOUS MATTERS — “Majority vote” means a vote made by more than half of the full members present and entitled to vote on a resolution. “Money or Other Assets” means any real or personal property or interest therein owned or controlled by the Society. “Society Meeting” means an AGM or Special General Meeting, but not a Board Meeting. “Use Money or Other Assets” means to use, handle, invest, transfer, give, apply, expend or dispose of money or other assets. “Written Notice” means communication by post, electronic means (including email and website posting), or advertisement, or a combination of these. “Administrator”, “Coordinator” and “Manager” mean the person holding that position under their employment agreement with Auckland Challenge. Where a masculine is used, the feminine is included; where the singular is used, the plural is also inferred; headings are for reference only and not part of the rules. Matters not covered in these rules shall be decided upon by the Board.

APPENDIX ONE – ALTERATIONS: REVISION HISTORY

Accepted 2014, altered 16/09/2016 (changes to clause 20.1, the audit/review requirement, and clause 21.1, AGM timing) — H Doherty, G Wood, S Ng, Thompson. Further alterations to clauses 5.2 and 5.3 were made in 2021 and uploaded to the Charities Commission on 8/9/2021.

Change summary (2016): Clause 20.1 changed from “The society shall appoint an appropriately qualified person to audit or review the annual financial statements” to “The society may appoint…”. Clause 21.1 changed from requiring the AGM to be held “no later than four months after the society’s balance date” to simply “once every year”, with the board determining timing.

Version 3 – 2025. This policy has been approved for use and is currently in force.