NOTICE OF SPECIAL MEETING TO APPROVE UPDATE OF PMANZ CONSTITUTION
The laws that govern the operation of societies such as PMANZ have been updated, requiring all societies to reregister under the Incorporated Societies Act 2022.
To comply with the new law, all Societies have been required to draft new Constitutions which comply with the details of the new Act. Compliance with the new Societies Act is mandatory and must be completed before 5th April this year, the alternative being to wind-up.
PMANZ Council has taken appropriate professional advice from its lawyers, Duncan Cotterill and supports the acceptance of the proposed new Constitution.
Accordingly, a Special meeting will be held online on February 17th for the purpose of reregistering PMANZ under the new Societies Act. In order to do so, members will be asked to approve resolutions to:
- Decide to reregister (rather than dissolve).
- Approve the new Constitution.
- Reappoint Council members.
- Appoint a contact person.
The meeting will take place online on February 17th at 12:30pm.
Members are encouraged to attend the meeting and to vote at the meeting. For those unable to attend, forma are available to ensure that your vote counts. Members can either register appoint a proxy or register their specific vote (for / against each motion). Proxy or voting forms must be received by PMANZ no later than 5pm on February 15th.
We will be pleased to respond to any specific questions that members may wish to raise, once they have had the opportunity to read the new Constitution. Please direct these to: info@pmanz.nz and we’ll endeavour to respond to these quickly.
A quick guide to the new Constitution is as follows:
What hasn’t changed?
- Eligibility criteria for all membership categories are unchanged from the current Constitution. All members will shortly receive renewal notices in the usual form.
- The requirement for all important decisions to go to PMANZ members for approval. We will continue to hold Annual General Meetings during August each year, when financial statements are presented and discussed, new Committee members are appointed and any other key issues are presented to members for their approval.
- The requirement for external sign-off of PMANZ financial statements as assurance to members.
What has changed?
- The distinction between “Annual General Meetings” and “Biennial Annual General Meetings” has been deleted to reduce confusion.
- PMANZ will now maintain an official written record of interests of its Officers, to help highlight and prevent any risk of conflicts of interest.
- More records are required to be held in our register of members. For example, as well as the name of each member and the date on which the member became a member, we are now required to maintain a record of the name of each person who ceased to be a member within the past seven (7) years and the date on which they ceased to be a member.
- We are also now required to demonstrate that each new member specifically agrees to become a member, hence our requirement that they (not their manager!) sign their application form.
- The Act requires the appointment of an official contact person. For PMANZ, Council proposes that this be defined as whoever is the current holder of the position of Executive Secretary.
- The Constitution now refers to a Code of Ethics. Your Council will develop this and publish it for discussion later this year.
- The Act also requires the introduction of a defined dispute resolution policy for resolution of differences between members (not, between members and the public). The proposed Constitution now incorporates this.
- Under the Act, PMANZ is now defined as a “public benefit entity” (PBE), ie it is a “not for profit”. This means that the annual financial statements are now required to include a statement of source and application of funds (in addition to the existing trading statement, balance sheet etc). In addition, and somewhat more onerously, we are required to develop a set of service criteria and include in each set of annual accounts a statement of service performance compared to those criteria. Again, your Council will be developing these in the next few months.
- In recognition of lengthening lifespans, your Council is asking for approval for the Constitution to allow for an increase in Life Members from 5 to 10.
- Members are required to reappoint Council members under the new Constitution. There are no changes proposed in Council membership until the next Annual General Meeting. Until that time, it is proposed that the following are re-elected to serve on Council:
Gerwyn Jones (President)
Tom McGill (Vice President)
Maihi Cooper (Past President)
Peter Barry
Paul Chapman
Dr Paul Craddock
Daniel Matthews
Vicki Smith
Dave Wynn
Not on Council, but acting as Honorary Treasurer: Rowan Washer
The proposed Constitution is attached to this notice.
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