1. NAME/ TE INGOA
The name of the society is Permaculture in New Zealand Incorporated (the “Society”)
2. PURPOSE/ WHAINGA
2.1 The purpose of the Society is to care for the earth and its people as per the permaculture ethics.
2.2 The object of the Society is to promote the development and practice of permaculture in Aotearoa/New Zealand.
2.3 The objectives will always have a charitable purpose as defined by Section OB1 of the Income Tax Act 1994.
3. OPERATING PRINCIPLES / MATAPONO
The operating principles of the members of the society and the society’s Council shall be:
- Consensus processes;
- Co-operation, working as a team;
- Transparency and accountability;
- Decision making congruent with purpose;
- Respect and valuing of diversity;
- Integrity and authenticity;
- Nurturing and supportive;
- Clear, direct communication;
- Permission to challenge and preparedness to be challenged;
- Willingness to change behaviour;
- Enjoyment and fulfillment.
- All interactions and relationships within the Society are conducted for the advancement of the permaculture movement.
4.1 The Society’s membership shall be open to organisations, businesses or individuals who are sympathetic to the object of the Society and who are prepared to support the Society in any positive way.
4.2 Every member shall forthwith on application to the society pay the membership subscription.
4.3 At the A.G.M. the Society by ordinary resolution may, on the recommendation of the Council, elect as an Honorary Life Member, any person who has given exceptional or special services to the Society. Any Honorary Life Members shall be entitled to all privileges of membership but shall not be obliged after such election to pay any subscription.
4.4 The Council shall be the sole judge of whether any application for membership shall be accepted and ratified by the Society.
5. FEES/NGA UTU
The annual membership fees shall be fixed at the Annual General Meeting.
6. EXPULSION/RESIGNATION/WHAKAKORE TURANGA
6.1 Any member may be expelled by a majority vote of the Council. The chair shall have a casting vote. Thirty days' notice shall be given to such a member stating the grounds on which the expulsion is considered. The member shall have the right to answer any charge.
6.2 A member may resign at any time either verbally or in writing to the secretary. A resigning member shall not be entitled to any refund of the annual membership fee.
7.1 Subject to the will of the members of the Society, expressed at a General Meeting, the affairs of the Society shall be managed by the Council.
7.2 The Council:
7.2.1 The Society shall elect a Council which shall conduct the affairs of the society, keep the Society’s records and accounts, receive funds and manage payments for the Society, notify members of intended meetings and the business to be conducted thereat, and at all times promote the objects of the Society. Minutes of the Council meetings shall be provided to all members of the Council by the Secretary of the Society.
7.2.2 At the A.G.M. the Society shall elect the Council, which consists of not less than four (4) and not more than seven (7) persons. The Council shall appoint the Chairperson, the Secretary and the Treasurer, amongst themselves for the ensuing year. Members of the Council shall hold office until they resign or have been removed from office on the election of successors at an AGM.
7.2.3 Any Council member, who fails to attend three consecutive committee meetings without leave of absence, may be deemed to have resigned their office at the discretion of the Council.
7.2.4 The Council shall have the power to fill any vacancies which may occur in its members prior to the next A.G.M or to co-opt additional members onto the Council at any time, provided that the maximum number referred to in clause 7.2.2 shall not be exceeded. Co-opted members shall be entitled to vote at Council meetings.
7.2.5 The offices of Secretary and Treasurer can be taken by one member.
7.2.6 Any member of the Society who has been appointed by the Council Committee to any position of responsibility, shall have the right to attend Council meetings and to take part in discussions.
7.2.7 The immediate past chairperson may be co-opted onto the current Council if agreed by the current Council.
7.2.8 The Council may, from time to time, empower temporary sub-committees or co-opt members to carry out special functions or projects.
7.2.9 Council meetings require a quorum of sixty percent or 4 people, whichever is the greater, of the members.
7.2.10 Any member of the Council shall act in relation to the affairs of the Society only as empowered by the Council.
7.2.11 A newly elected Council member is expected to retain their position on Council for a minimum of two (2) years. The Council member does not need to be re-elected at the start of their second year but will need to resign and be re-elected at the start of their third year. The Council member may resign or be removed at any time according to Clause 6.
7.2.12 Any current financial member may only hold a position on Council for a maximum of seven (7) years in a row
8. MEETINGS/NGA HUI
8.1 Annual General Meetings shall be held for the following purposes
8.1.1 To receive the Chairperson’s report;
8.1.2 To receive the Treasurer’s Balance Sheet and Statement of Accounts for the proceeding financial year;
8.1.3 To hold elections;
8.1.4 To decide on any resolution which may be properly submitted to the meeting.
8.2 At least 21 days' notice shall be given of the Annual General Meeting to all members.
8.3 The Annual General Meeting shall be held at a time and place as determined by the Council.
8.4 Additional meetings may be called from time to time as specified by the Council or as called by seven (7) members, giving at least 21 days' notice in writing.
8.5 The quorum for any General Meeting including a Special General Meeting shall be ten, at least two of whom shall be Council members.
9. DECISION MAKING/HANGA KAUPAPA
9.1 Decisions made by the Council or at General Meetings will be made using a variation of Consensus known as Consent Decision Making, informed and guided by fulfilling the PiNZ Living Strategy and Constitution. The goal is progress toward fulfilling PiNZ aspirations, not unanimous agreement.
A participant in decision making may either Agree, Abstain, or Object. Decisions are passed when only Agreement and Abstentions are offered. Objections are rarely offered and cannot be used as a veto, only to be offered if passing the decision would go against the PiNZ Living Strategy or Constitution, or if it would significantly impact the participant's ability to carry out their work within PiNZ. Any Objection triggers renewed discussion toward resolution.
In the event that resolution cannot be achieved after a second attempt, a vote may be taken and a decision may be passed by a majority of 80% of present financial members.
This process is fully outlined in the PINZ Council Decision Making Process document
9.2 At General Meetings, only current financial members of PiNZ may participate in decision-making processes, including elections. Non-members are welcome to attend General Meetings without decision-making participation
9.3 During elections at General Meetings, each current financial member is allocated seven (7) votes, in alignment with the maximum number of Councillors in Clause 7.2.2. Financial members are invited to cast votes for their seven (7) preferred nominees. A Nominee cannot be voted for more than once by any current financial member, and Members do not need to use all their votes in the election. The seven nominees with the most votes are elected to the PiNZ Council. This process is fully outlined in the PiNZ General Meeting Decision Making Process document.
Elections at General Meetings are tightly facilitated by someone who is not a Nominee. Votes can be cast anonymously either by ballot or online - whichever is most appropriate for the context, as determined by the General Meeting facilitator.
All existing Councillors shall resign prior to an General Meeting, unless otherwise stated in the Constitution.
9.4 Decisions made on Proposals at General Meetings are passed using the same process outlined in Clause 9.1. This may be changed from time to time at the discretion of the active PINZ Council prior to a General Meeting if an in-person General Meeting cannot be held and/or the process in Clause 9.1 cannot be facilitated for reasons beyond the Council’s control. Any changes to process must be made clear to the Membership prior to the General Meeting, and is restricted to majoritybased decision making where a majority of no less than 80% approval from voting members is required for a vote to pass.
10. FINANCIAL ARRANGEMENTS/ PUTEA
10.1 The Permaculture Ethics of Earth Care, People Care and Resource Share are fundamental to all activities of the Society and its Council. The Society shall have the power to do all things that may be incidental or conducive to the kaupapa and attainment of the objects of the Society and in particular to:
10.1.1 Purchase, lease, hire or otherwise acquire real and personal property.
10.1.2 Construct and improve, maintain and develop buildings and other structures.
10.1.3 Employ and remunerate persons.
10.1.4 Receive, lend or advance monies, grants, and other funds.
10.1.5 Establish and delegate to committees or groups set up for particular projects.
10.2 The financial year for the society shall end on the 31st day of December in each year.
10.3 The society shall be funded by membership subscriptions, through grants, donations, and by fundraising events approved by the Council.
10.4 The Council shall have the power to invest funds upon such terms and conditions as the Council shall consider are in the best interest of the Society.
10.5 All sums of money received for and on behalf of the Society shall forthwith be paid to the credit of the Society in an account or accounts with a bank or banks or financial institutions to be fixed by the Council.
10.6 The Council shall appoint three Council members as signatories to such accounts, one of whom shall be the Treasurer. All withdrawals shall be authorised by at least two of the three signatories.
11. NO PECUNIARY GAIN/KORE WHAI RAWA
11.1 Any income, benefit or advantage shall be applied to the charitable purposes of the Society. None of the assets, income or profits of, or in connection with, the Society’s property shall at any time go to, or be distributed between, or among, or paid to, the members of the Society, provided however that any member, being a person engaged in any business, profession or trade, shall be entitled to be paid all usual business, professional and trade charges for business transacted, time expended and all acts done by him/her or any employee or partner of his/hers in connection with the Society.
11.2 The provisions and effect of clause 11.1 shall not be removed from this document and shall be included and implied into any document replacing this document.
12. CONSTITUTIONAL CHANGE/KAUPAPA A TURE WHAKAREREKE
12.1 Members of the Council or members may initiate a constitutional change that alters or adds to the rules. Any such change must be approved at an Annual General Meeting or Special General Meeting of the Society.
13. COMMON SEAL/NOAIHO HIRA
13.1 The common seal shall be kept by the secretary. The seal shall be used on any contract made on behalf of the Society which is required by law to be executed under seal and shall be affixed in the presence of two members of the Council who shall attest the same. The seal shall be so affixed only with the authority of a resolution of the Council.
15. POWERS/ NGA TURE
15.1 The Permaculture Ethics of Earth Care, People Care and Resource Share are fundamental to all activities of the Society and its Council. The Society shall have the power to do all things that may be incidental or conducive to the kaupapa, attainment of the objects of the Society and in particular to:
15.1.1 Purchase, lease, hire or otherwise acquire real and personal property.
15.1.2 Construct and improve, maintain and develop buildings and other structures.
15.1.3 Employ and remunerate persons.
15.1.4 Receive, lend or advance monies, grants, and other funds.
15.1.5 Establish and delegate to committees or groups set up for particular projects.
16. MEDIATION & ARBITRATION/TAKAWAENGA
16.1 Any dispute arising out of or relating to this deed may be referred to mediation, a non-binding dispute resolution process in which an independent mediator facilitates negotiation between parties. Either party writing to the other party and identifying the dispute, which is being suggested for mediation, may initiate a mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as a mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators and Mediators’ Institute of New Zealand Inc.
17.1 The Society may be wound up at any time by a resolution of the Society at an A.G.M or S.G.M. passed by simple majority of the financial members present and voting and provided that such a resolution is confirmed by a majority of such financial members present and voting at a subsequent meeting called for that purpose and held not less than 30 days and not more than 60 days after the date on which the resolution so to be confirmed was passed.
17.2 If the society is wound up in accordance with Clause 17.1 hereof, the surplus assets and funds after payment of the society’s liabilities and expenses of winding up, shall be paid to an incorporated body or bodies with charitable objectives similar to those of the Society and used to further a charitable purpose or purposes as defined in section 5(1) of the Charities Act 2005.
18. INDEMNITY/TIAKI A NGA TANGATA
18.1 No Councillor shall be liable for the acts or defaults of any other Councillor, or loss occasioned thereby unless occasioned by their wilful default or by their willful acquiescence.
18.2 The Councillors, Council and each of its members shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their wilful default.