Constitution

The Incorporated Societies Act 1908

Rules of the Interpreting New Zealand (Incorporated)

 

1. NAME

 

The name of the society is “INTERPRETING NEW ZEALAND (INCORPORATED)” (in these Rules called “the Society”).

 

2. DEFINITION

 

The Society adopts the following definitions:-

 

a. Interpreting

 

The spoken or signed communication of information from one language to another language where an interpreter facilitates communication between people who do not use a common language.

 

b. Interpreters

 

Interpreters have training and proven competence to work in a wide variety of contexts. The interpreter’s role is to transfer messages fully and accurately between people who use different languages, so that they may communicate freely. Interpreters are obliged to adhere to and uphold Codes of Ethics for their profession.

 

3. OBJECTS

 

The objects for which the Society is established are:

 

a. To assist non English speakers to exercise their rights by overcoming the language barrier in their dealings with government and community bodies.

 

b. To provide high quality interpreting services to people and agencies within the regions of New Zealand served by the Society.

 

c. To create and operate a non-profit making community-focused interpreting service which will enable organisations to fulfil their obligations to people from non English speaking backgrounds in terms of equitable access to services.

 

d. To deliver training for interpreters, maintain a register of competent, tested and appropriate interpreters, and provide ongoing professional development and support to them.

 

e. To promote awareness of the benefits of using professional interpreters and the human rights entitlements of non English speakers.

 

f. To promote an understanding of the role of the interpreter and how to work with interpreters effectively.

 

g. To support the interpreting profession in developing and maintaining standards of practice.

 

4. LIMITATION

 

Only persons authorised by the Board shall have the power to make public statements on behalf of the Society.

 

5. STRUCTURE

 

The Society shall consist of a head office and such branch offices as the Board may from time to time decide to establish. The names of the branch offices may be selected to reflect the region that they principally serve. All branches will be integral parts of the Society and will not have autonomous governance or decision-making powers, nor be independently incorporated. All branch staff will be responsible to the chief executive/director.

 

6. REGISTERED OFFICE

 

The Society shall maintain a registered office in Wellington, which may be at the Multicultural Services Centre or such other place as the Board may decide from time to time.

 

7. FINANCIAL YEAR

 

The Financial Year of the Society shall begin on 1 July and end on 30 June in each year.

 

8. MEMBERSHIP

 

Members of the Society shall be:-

 

Any person who is in agreement with the objects of the Society and who is admitted to membership by the Board. Such applications for membership shall be made in writing and shall state that the applicant agrees with the objects of the Society. The application shall be considered by the Board, which may in its own absolute discretion approve or decline the application.

 

Members shall be entitled to vote at annual and special meetings of the Society and actively participate in the affairs of the Society.

 

9. ANNUAL MEMBERSHIP FEE

 

Every member shall before 30 November in each year or forthwith upon becoming a member of the Society in the case of a new member, pay to the Society any annual membership fee of such amount as shall from time to time be fixed by the members at the Annual General Meeting.

 

10. FINANCIAL AND NON-FINANCIAL MEMBERS

 

Members who are not indebted in any way to the Society shall be deemed to be financial members and as such shall be entitled to enjoy the privileges of membership of the Society.

 

Members who are indebted in any way to the Society shall be deemed to be non-financial members and as such shall not be entitled to enjoy the privileges of the Society.

 

11. TERMINATION OF MEMBERSHIP

 

Any membership may be terminated by:

 

a. Resignation: Any member may resign his or her membership of the Society by giving notice thereof to the Board

 

b. Expulsion: Any member of the Society who fails to observe the rules or the spirit of the Society can be expelled by a resolution passed by a three-quarter majority of the Board. In any such case the member shall have the right to be personally heard by the Board before the decision is made. The three-quarter majority decision of the Board shall be final.

 

MEETINGS

 

12. ANNUAL GENERAL MEETING

 

The Annual General Meeting (AGM) shall be held every year within six (6) months of the end of the financial year on a date and at a time and place to be fixed by the Board for the following purposes:-

 

a. To receive from the Board a report, balance sheet and statement of accounts for the preceding year.

 

b. To elect the members of the Board and to appoint an auditor for the ensuing year.

 

c. To fix any annual membership fee for the ensuing year.

 

d. To make recommendations to the Board on matters of policy or of general concern to the Society.

 

Notice for the Annual General Meeting shall be given to members of the Society at least two weeks before the date of the Annual General Meeting.

 

The business agenda of the AGM shall be conducted in the following order:-[

 

Apologies

 

Confirmation of Minutes of Previous AGM

 

Business arising out of the Minutes

 

Annual Financial Report, balance sheet and statement of accounts

 

Chair’s Report

 

Chief Executive/Director’s Report

 

Notices of Motion (if any)

 

Election of the Board

 

Appointment of Auditor and Legal Advisor

 

Fixing of Membership Fee for ensuing year

 

Any other business

 

13. SPECIAL GENERAL MEETING

 

a. A Special General Meeting may be called by the Board at any time to deal with any business which the Board may wish to place before the members of the Society, or to deal with matters arising out of any written representation to the Secretary signed by no less than 15 members of the Society.

 

b. Notice for a Special General Meeting shall be given to members of the Society at least two weeks before the date of the Special General Meeting.

 

c. No business other than that stated in the notice calling the meeting shall be transacted.

 

14. VOTING

 

a. All questions and matters shall be decided wherever possible by consensus or, if a consensus decision cannot be reached, by a simple majority of the members present unless otherwise specified in these rules.

 

b. Voting shall be by show of hand unless a secret ballot is requested by a simple majority of members.

 

c. Only registered members of the Society shall be entitled to vote.

 

d. There shall be no proxy votes.

 

15. QUORUM

 

The quorum at Annual General or Special Meetings shall be fifteen (15) members, except in the case where membership of the Society has reduced in number to less than 15 in which case those members present may vote to wind up the Society and on matters connected with winding up, but may not vote on any other matter..

 

GOVERNANCE

 

16. BOARD AND OFFICERS

 

a. Management of the affairs of the Society shall be entrusted to a Board which shall consist of:

 

i. The Chief Executive/Director

 

ii. Not less than six (6) nor more than twelve (12) persons elected by the Annual General Meeting of the Society, who shall hold office until the next succeeding annual meeting or until retirement or removal from office.

 

iii. A Representative of the Administration Staff. The Representative will be elected / appointed by the administration staff after each Annual General Meeting. The Representative will have the same speaking and voting rights as other Board members but will not participate in any manner in the business of the Board as set out in clause 18 (f).

 

b. The Board shall among its own members appoint a Chair, Treasurer and Secretary. The Board shall have power to co-opt additional members to fill any casual vacancies, or to reflect regional representation or to fill any vacancy in the office of auditor and any person so appointed shall retire at the next Annual General Meeting and shall be eligible for re-election.

 

c. The Annual General Meeting shall appoint a person to be auditor and such person shall hold office until the next succeeding Annual General Meeting or earlier retirement. The auditor may not be a member of the Society.

 

17. BOARD MEETINGS

 

a. The Board shall meet at least once a year at a date agreeable to the members but may meet as often as necessary.

 

b. In the absence of the Chair, the members of the Board shall elect a member to act as Chair for that meeting.

 

c. The quorum at Board meetings shall be 4 members of the Board membership.

 

d. A Board member shall be entitled to one vote on a motion before a Board meeting.

 

e. The Secretary or designated staff member shall give all Board members reasonable advance notice of all meetings.

 

f. The Secretary shall maintain records of meetings.

 

g. Voting:

 

All motions before a Board meeting must be passed by a simple majority. Proxy votes may be accepted.

 

18. DUTIES OF THE BOARD

 

It shall be the duty of the Board generally

 

a. To oversee and arrange for the conduct of the affairs of the Society

 

b. To keep usual and proper books of accounts properly posted up and other records of the business of the Society adequately maintained,

 

c. To notify members of intended meetings and the business to be transacted at them,

 

d. To prepare and submit to the Annual General Meeting a report, balance sheet and statement of accounts for the preceding year.

 

It shall also be the duty of the Board to prepare a position description and a statement of delegated authority and responsibility for the position of Chief Executive/Director; to recruit and appoint a person to fill that position if vacant and the board thinks fit; and to review any appointee’s performance on a regular basis.

 

The Board shall provide strategic guidance to the Chief Executive, but the Chief Executive shall have the delegated authority and responsibility for the day to day management of the Society to the extent this is delegated by the Board in the position description and delegation statement.

 

When the position of Chief Executive is not filled, then it shall also be the duty of the Board to carry out the duties of the Chief Executive as documented in the position description and delegation statement.

 

19. POWERS OF THE SOCIETY

 

To further the above charitable objects the Society through the Board, and where relevant delegated to the Chief Executive, shall have the following powers in New Zealand:

 

a. To purchase, lease, hire or otherwise acquire any real or personal property.

 

b. To sell, let, mortgage, hire out or otherwise dispose of or deal with any of the property or assets of the Society.

 

c. To construct, maintain or alter any buildings or property.

 

d. To borrow, raise or invest money on such terms as may be thought fit.

 

e. To insure any society assets for such amounts and on such conditions as the society determines.

 

f. To enter into or terminate contracts of employment or contracts for services.

 

g. To enter into or terminate any contract or arrangement with any society government department, corporation or other body.

 

h. By resolution from time to time to make, amend or rescind regulations not inconsistent with these rules

 

i. To do all such other things which will further the charitable objects of the Society within New Zealand.

 

GENERAL

 

20. COMMON SEAL

 

a. The name of the Society shall be engraved on its Common Seal.

 

b. The Chief Executive on behalf of the Board shall be responsible for the safe custody and control of the Common Seal.

 

Whenever the Common Seal is required to be affixed to a deed it shall be so affixed only pursuant to a resolution of the Board or the Society, but in any other case it may be affixed as part of a delegated function exercised by the Chief Executive or other person authorised through delegation from the Board. Every deed to which the Common Seal is affixed shall be signed by the Chair, or the person entitled in the Chair’s absence to act in his/her place, and countersigned by the Secretary or Treasurer or by such other person appointed by the Board for that purpose. Every other instrument to which the Seal is affixed shall be signed by the Chief Executive or other person with delegated signing power as authorised by Board resolution.

 

21. CONTROL AND USE OF FUNDS

 

a. All monies received by or on behalf of the Society shall forthwith be paid to the credit of the Society in an account with such bank as shall be decided by the Society.

 

b. The Board shall draw up a statement of delegated authority and responsibility for operating the Society’s funds. Anyone appointed by the Board for this purpose shall do so only as per that statement of delegation.

 

c. The income and property of the Society shall be applied solely to further the objects of the Society. No income or property shall be paid or transferred directly or indirectly to members of the Society. This will not prevent payment of reasonable remuneration or expenses to any member for any services performed by them for the Society including work carried out as a paid employee. A member may charge for any services carried out by him or her where the Society would have had to pay for that service if it was carried out by somebody who was not a member. Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).

 

d. All funds of the Society not needed immediately for ordinary purposes may be invested in such manner as the Treasurer or other person with the delegated authority and responsibility determine to be appropriate and in accordance with principles agreed by the Board

 

22. ALTERATION OF RULES

 

a. The Rules of the Society may be altered, added to or rescinded by a resolution passed by a two-thirds majority of members present at a General Meeting.

 

b. The purport of the proposed alteration, addition or rescission shall be set forth in the notice required to be given to every member pursuant to these Rules.

 

c. No addition, alteration or rescission shall derogate from the charitable status of the Society.

 

23. WINDING UP OF THE SOCIETY

 

a. The Society may be wound up voluntarily if the Society at an Annual General Meeting or Special General Meeting passes a resolution by a majority of not less than three-quarters of its members present requiring the Society to be wound up voluntarily, and the resolution is confirmed at a subsequent General Meeting called together for the purpose and held not earlier than thirty days after the date on which the winding up resolution to be confirmed was passed.

 

b. In the event of the Society being wound up the surplus assets after payment of the Society’s liabilities and the expenses of the winding up shall not be divided among members at the date of winding up but shall be given or transferred to another approved charitable organisation within New Zealand having objectives substantially similar to those stated in Rule 3, such gift to be determined by the Board at or before the date of winding up and in default thereof by the High Court of New Zealand. If no such charitable organisation exists within New Zealand at the time of winding up, then to some charitable organisation supporting non-English speakers in New Zealand.

 

24. PATRONS

 

The Society may invite any person to become a Patron of the Society for such time as determined by a General Meeting.