Sustainability forum March 2004

SANZ draft constitution

Dear participant,

This draft constitution is being sent to you for your thought and insight before meeting together in Wellington on March 12th.

A number of people have been working on this draft, on and off, over the last year or so- many voluntary hours spent and much discussion. You will see that there is still some discussion to be had about parts of it, particularly the wording of the purpose of the organisation, which needs to be finalised on the 12th March if at all possible. There is also some further thought to be given to such issues as appropriate processes for representation, voting, mandates, etc…which could be worked out later on, once there is agreement on the basic constitution.

For those unable to attend on the 12th please send any comments to Florence at: florencemicoud@xtra.co.nz

And these comments will be relayed to the meeting.

For those who are able to attend, please give the wording issues some thought and come with your helpful ideas.

Draft Constitution

Sustainable Aotearoa New Zealand

as at 28 2 2004

Preamble

The constitution has been designed with the membership at its heart. The purpose of the Board is to implement the wishes of the members in the spirit of the constitution's objectives. The Forum's role is paramount and the Board's role is to support the Forum. It is envisaged that committees will be set up for particular tasks or roles. These committees can have the powers of the Board delegated to them by the Forum.

1) Name

The name of the society is Sustainable Aotearoa New Zealand (SANZ).

2) Vision

The people of Aotearoa New Zealand practise, live and demonstrate sustainable development in all that they do.

3) Purpose

Explanation of the debate so far:

This discussion is trying to achieve a balance between the desire for the organisation to make a real impact and play a leadership role, while recognising that SANZ is not the only player and wishes to work in a supportive and collaborative way with other partners. In other words recognising that others are also playing vital roles in the mission to have a sustainable Aotearoa New Zealand in government, local government, iwi, and people and organisations who may choose not to join SANZ.

Suggestions so far:

1. To make a strong, effective, proactive contribution to achieving long term sustainability in Aotearoa New Zealand.

2. To move Aotearoa New Zealand society towards achieving long term sustainability.

3. To help move Aotearoa New Zealand towards achieving long term sustainability.

• to be a leading advocate for sustainable policy and practice in Aotearoa New Zealand

• to provide services for its members.

(this is another angle…..coming from a discussion I had recently about the purpose wording with a leader in SD in NZ who read our first page and was puzzled about the role of the organisation DW)

Another alternative?

4) Goal

To be the organisation that government and civil society acknowledge as the/ a leader in the ethics and practice of sustainable development.

We will achieve this by:

a) Promoting the realisation of the vision in a way that motivates, empowers and inspires;

b) Fostering the emergence of Aotearoa New Zealand as a society that exercises guardianship of the community of life (kaitiakitanga) with respect to natural resources, healthy communities, free and responsible citizens;

c) Promoting whole systems thinking and design;

d) Engaging members and sectors of society to contribute to the vision of a sustainable Aotearoa New Zealand through consensus building;

e) Linking members to create a powerful and empowering voice for sustainability in Aotearoa New Zealand;

f) Identifying and promoting appropriate sustainability principles, objectives, strategies, actions and indicators to support progress to greater levels of sustainability;

g) Promoting ethical and scientific rigour in sustainable practice through research, development, education and information sharing;

h) Learning from and valuing diverse knowledge systems and ways of understanding.

5) Office

The Registered Office of SANZ shall be at such place as the Board may from time to time determine.

6) Operating Principles

The operating principles of SANZ shall be:

• Consensus processes;

• Co-operation, working as a team;

• Transparency and accountability;

• Ecological, social, cultural and economic sustainability;

• Decision making congruent with purpose;

• Respect and valuing of diversity;

• Integrity and authenticity;

• Nurturing and encouragement;

• Clear communicating;

• Permission to challenge and preparedness to be challenged;

• Willingness to change behaviour;

• Setting goals and achieving them;

• Enjoyment and fulfilment.

All interactions and relationships within the SANZ are conducted for the greatest advancement of global sustainability.

7) Membership

Membership can be either organisational or individual. Those representing organisations need to be officially designated as representatives and be given a mandate to speak for the organisation. All members must make a commitment to sustainability; this will include acceptance of this constitution as well as an organisational or individual commitment to moving toward sustainability.

Prospective members will:

• Apply in writing on a prescribed form;

• Sign an agreement that they are aligned with the Purposes and Operating Principles of Sustainable Aotearoa New Zealand;

• Write an annually reviewed (self reviewed for individuals; made public for organisations) plan showing how they intend to move towards greater sustainability in the coming year.

Membership will automatically follow, on receipt of a completed application and payment of appropriate fees.

8) Fee Structure

Annual membership fees shall be fixed by the Forum. The period of cover of annual fees is from 1 January to 31 December.

9) Termination of membership

Membership may be terminated by:

A By resignation in writing;

B By determination of the Board based on a threat to the integrity and functioning of the organisation, considerations of inactivity of membership fees after a period to be determined by the Board;

C Non-payment of membership fees for a period of 6 months or more.

10) Governance

The Board

The affairs of the society will be directed by the Board, subject to the will of the Forum.

The Board will be elected from amongst the membership by ballot of the membership. The incumbent Board shall call for nominations in conjunction with the notice of AGM being given. Nominations shall remain open until the end of the AGM.

All members will receive notification of the nominees within one week following the AGM.

Election returns shall be accepted (by internet, fax or post) until the end of the twenty first (21st)) day following the AGM.

There will be up to 10 elected members on the Board, each elected for a period of two years. Each year election will take place for half of the Board. No member may be on the Board beyond two years without re-election.

The composition of Board members should reflect a diversity of sectoral groups, and a cross section of regions.

The Chair should be selected by the members of the Board.

(Note: Sectoral groups eg. voluntary grass roots,, not- for- profit community organisations, Crown Research Institutes, tertiary institutions)

Elections

The method of election shall be by single transferable vote. Each member will be entitled to one vote.

(Note: further work will be done on the issue of membership, voting rights and organisational mandate as the life of the organisation progresses.)

Co-option

The Board may co-opt up to four additional members for a term of one year.

(Note: A transparent process for selection of co-optees will be devised during the next year.)

Quorum

The Quorum for the Board meetings will be 50% of Board members, with a minimum of four elected members.

The Function of the Board

The function of the Board shall be to facilitate the implementation of the decisions of the Forum and further the Purposes of SANZ. The Board will:

• communicate all decisions made at its meetings with the membership via its website or e-mail newsletters;

• make regular reports to the members of changes and development achieved;

• make proposals for consideration of the forum, where appropriate.

Powers of the Board

The Board may not commit the Federation to borrow, or incur debts or obligations of more than $50,000 (or any other sum as set by the Forum) nor authorise expenditures of more than $50,000 (or any other sum as set by the Forum) on any particular project, without direction or endorsement of the Forum.

Other than this, the Board is empowered to do all such other things, not being contrary to law and not prohibited by these rules, that may be necessary or desirable to further the Purposes of SANZ.

11) Meetings

The AGM shall receive the Board's annual report, the treasurer's audited financial accounts for the preceding financial year, which will be from January 1 to December 31.

At least 30 days notice shall be given of an AGM. Notice of the agenda will be given fourteen days in advance of the AGM and may be sent to members by email. The AGM shall be held in April of each year.

Forum meetings may be called by the secretary at the request of the Board or any ten (10) members, with a minimum 7 days notice. The Quorum for any Forum or AGM shall be set at the first Forum or any subsequent AGM.

Frequency, timing and agenda notice of Board meetings shall be at the discretion of the Board members, with a minimum of four Board meetings per year. A quorum is required to call a Board meeting.

The AGM will appoint an external auditor for the next financial years' accounts with the right to examine all financial reports and documents and with the ability to report directly to the AGM.

12) Decision Making

The Board will make decisions by consensus (as defined in appendix 1). In the event that consensus is not achieved after a second attempt in another meeting a vote may be taken and motions passed by at least 80% of those Board members present, otherwise the status quo prevails.

At the Forum and the AGM decisions will be made by consensus (as defined in appendix 2) with a fallback position, in the event that this cannot be achieved, of a vote carried by at least 80% of members present. Each member shall be entitled to exercise one vote only.

13) Funds

The funds of SANZ shall be controlled and administered by the Board. Cheques must be signed by the treasurer, or their delegate and any one other member of the Board. The Treasurer is responsible for ensuring the complete and accurate financial records are kept, and the preparation of monthly and annual accounts.

14) Constitutional Change

The Board or the Forum may initiate a constitutional change to alter, add to or rescind rules. Any such change must be ratified by polling the membership or by an Annual General Meeting using consensus decision-making (as defined in appendix 1).

15) Common Seal

The common seal shall be kept by the secretary. The seal shall be used on any contract 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 Board, who shall attest same. The seal shall be so affixed only with the authority of a resolution of the Board

16) Winding Up

In the event the society is wound up all surplus assets after paying all costs, debts or liabilities shall be given or transferred to some other organisation having objects similar to the society and established for charitable purposes in NZ. Such a body or organisation shall be decided upon at a general meeting of SANZ.

Appendix 1 Definition of Terms

Forum is the collection of members at a general meeting.

Consensus decision making is defined as a style of decision making whereby participants are able to arrive at a decision through discussion in which all participants' viewpoints are considered, the final decision is agreeable to all involved and no formal vote is taken. Consensus is an agreement to reach agreement. If a person does not agree, he/she must be able to work with an alternative proposal. Consensus is not to be used as a veto or as an obstruction to business.

Another useful definition of consensus decision making

Decisions that are unanimous or carry a substantial majority (e.g. >75%); where all participants can 'live' with the decision without compromising issues of fundamental concern to them; support for the overall decision even if certain portions of it are less than ideal; and all are committed to working for the full agreement / decision and not just parts of it.

The Purposes means the Purposes set forth in Rule 2.