Constitutional Rules of the
Fundraising Institute of New Zealand
- 1. Name
- 2. Definitions and Interpretations
- 3. Purpose of Institute
- 4. Membership
- 5. Admission of Members
- 6. Annual Subscriptions
- 7. Use of Institute Logo and Name
- 8. Public Statements
- 9. Termination of Memberships
- 10. Control of the Institute
- 11. The Board
- 12. Proceedings of the Board
- 13. Duties of the Board
- 14. Powers of the Board
- 15. Vacation of Office by Board members
- 16. Regions and Branches
- 17. Administration
- 18. Annual General Meetings
- 19. Special General Meetings
- 20. Procedure at Meetings
- 21. Accounts
- 22. Auditor
- 23. Registered Office
- 24. Where No Rule Applies
- 25. Alterations to the Rules
- 26. Winding Up and Disposition of Surplus Assets
- 27. Custody and Use of Common Seal
1.1 The name of the Institute is Fundraising Institute of New Zealand (Incorporated).
2.1 In these Rules unless a contrary intention is expressed:
“Code of Ethics” means a Code of Ethics as prepared by the Board from time to time.
“Fellow” means a person appointed to membership of the Institute under Clause 4.2.4.
“Financial Voting Member” means a Member meeting the criteria set out in Clause 6.2.
“General Meeting” means either an Annual General Meeting or Special General Meeting.
“Institute” and “FINZ” mean Fundraising Institute of New Zealand (Incorporated).
“Voting Member” includes Individual Members, Organisational Members and Fellows as defined in these Rules.
“Member” includes all the classes of membership defined in Clause 4.2 of these Rules Month means calendar month.
“Days” means clear days, not necessarily working days.
“Board” means the Board of the Institute as hereinafter provided.
“Region or Branch” means such smaller defined geographical area as the Board may from time to time determine.
“Secretary” means the CEO, acting as Secretary for the National Board.
“The Act” means the Incorporated Societies Act 1908.
“The Regulations” mean the Regulations under the Act.
2.2 In these Rules:
2.2.1 words referring to persons include firms, partnerships, companies, corporations and not-for-profit organisations;
2.2.2 where the context permits, words referring to the singular also refer to the plural and vice versa and words importing one gender refer to the other gender.
3.1 Mission: FINZ is a membership organisation which promotes excellence and ethical practice in fundraising to the direct benefit of Charities and not for profit organisations operating in New Zealand.
3.2 Purpose: To advance fundraising to the direct benefits of Charities and not-for-profit organisations operating in New Zealand through ethics, education and advocacy and to do any act or thing incidental or conducive to the attainment of this purpose.
3.3.1 Credibility: doing what we say we will
3.3.2 Excellence: being the best we can
3.3.3 Integrity: transparent and ethical
3.3.4 Leadership: delivering the vision and mission
3.3.5 Partnership: working together will strengthen us
3.3.6 Responsive: listening, agile and innovative
4.1 Membership of the Institute shall comprise any person on whom membership has been conferred in accordance with these rules.
4.2 Membership categories are as follows:
4.2.1 Individual Members: Membership may be conferred upon a person who has substantial involvement in or direct responsibility for the fundraising activities of a not-for-profit organisation Individual Members hold full voting rights and are eligible to hold office.
4.2.2 Organisational Members: Membership may be conferred upon not for profit organisations engaged in fundraising. Organisational Members hold full voting rights. An Organisational Member shall appoint a representative of the organisation to represent it at General Meetings of the Institute and such person shall be entitled to hold any office in the Institute.
Organisational Members shall have the same voting rights as two Individual Members. Organisations who only employ Individual Members do not automatically gain the right to promote themselves as Organisational Members.
4.2.3 Affiliate Members: Affiliate Membership may be conferred upon a person or an organisation associated with the fundraising profession or the not-for-profit sector but who does not have substantial involvement in or direct responsibility for the fundraising activities of a not-for-profit organisation. Affiliate Members do not have voting rights and are not eligible to hold office.
4.2.4 Fellowship Members: Fellowship of the Institute may be conferred in accordance with these Rules on a Member (or a paid or volunteer employee of a Member) who has for not less than ten (10) years demonstrated outstanding leadership or professional contribution within the Institute or the fundraising profession.
4.2.5 Honorary Members: Honorary Membership may be conferred upon a person, not necessarily a fundraiser, who because of distinguished, generous or otherwise meritorious services to the fundraising profession deserves to be honoured by the Institute. Honorary Members hold no voting rights and are not be eligible to hold office.
5.1 Persons who are eligible to do so may apply in writing including email on a prescribed form to become Individual or Organisational Members unless they have previously held Membership status within the Institute, or within a similar overseas fundraising organisation that is formally recognised by the Institute, in which case application may be made for recognition or reinstatement of membership.
5.2 Each Member shall be bound to the Code of Ethics and Code of Conduct of the Institute and will use professional and ethical business practices.
5.3 The Board shall have absolute discretion whether to approve or decline any application for membership, and shall not be bound to give any reasons for so doing. The Board may delegate the approval or otherwise of membership applications.
5.4 Provided the nomination is supported by not less than three (3) members of that Region or Branch, a Region or Branch may nominate that a person who meets the requirements of 4.2.4 become a Fellow. Nominations may also be submitted direct to the national office of the Institute providing that such nominations are supported by not less than three (3) other Members who are not from the nominee’s organisation, Region or Branch. The nomination shall contain such details as necessary to support it. Nominations will be forwarded to a committee of current Fellows who will have the opportunity to make a recommendation to the Board The Board will then consider all available information and make the final decision on conferment of a Fellowship or otherwise. A Fellowship may formally lapse upon recommendation of the committee of current Fellows and the resolution of the FINZ Board.
5.5 Honorary Membership may be conferred by the Board at its sole discretion on the recommendation of not less than three (3) voting Members which shall contain such details as shall be necessary to support it.
5.6 Changes to the status of membership shall be advised to all Members by publication in the Institute’s official communications.
6.1 The Annual General Meeting of the Institute on the recommendation of the Board shall determine the amount of the annual subscriptions payable by the various categories of Members of the Institute. The annual subscription may differ between the various categories of membership and within those categories between waged and unwaged or for any other reason.
6.2 A Voting Member shall not be entitled to exercise voting rights or otherwise take advantage of rights of membership until they have paid their annual subscription including any arrears.
6.3 Payment of subscription by a new member will be for the existing financial year which commences 1 January. Any new member that joins during the year is prorated to the nearest forward month.
6.4 The Board shall have the right to remit all or part of a Member’s fees on the grounds of hardship.
6.5 The Board shall have the right to remit all or part of a Fellow’s membership fees once they have retired from active employment.
7.1 Subject to the provisions of this Rule Members excluding Honorary Members shall be entitled to describe themselves as a Member (MFINZ) or Fellow (FFINZ) or an Affiliate (AFINZ) of the Institute and use those letters after their name in accordance with their membership status.
7.2 The logo and insignia of the Institute is governed by the Board and may not be used by Members either on their own stationery or otherwise for private gain or enhancement without approval of the Board.
8.1 The CEO or another person(s) authorised by the Board shall be the official spokesperson(s) for the Institute. No other Member of the Institute shall make a public statement purporting to represent the views, attitudes, or official position of the Institute or take individual action purporting to be taken on behalf of the Institute on any matter.
9.1 A Member of the Institute shall cease to be a Member if:
9.1.1 they die;
9.1.2 they are adjudicated bankrupt or assign their estate for the benefit of creditors;
9.1.3 they resign their membership;
9.1.4 they fail to pay any sums due to the Institute for membership dues for ninety (90) days after notice in writing from the Institute requiring them to pay;
9.1.5 their membership is terminated pursuant to the provisions of these Rules.
9.2 If a complaint is received by the Institute that a Member has:
9.2.1 failed to observe any of these Rules; or
9.2.2 failed to observe the Code of Ethics of the Institute which for the time being Members are expected to observe; or
9.2.3 adopted business methods or activities which are in the opinion of the Board not in the best interests of the Institute or the fundraising profession; or for any other reason acted in a manner which may be detrimental to the interests of the Institute.
Then the Board shall follow a three stage process to investigate the complaint. The complaint can be delegated to and assessed by the CEO. If still unresolved:
9.2.4 the Board must refer the complaint to the FINZ Ethics Committee who shall review the complaint and make a determination. If any of the parties are not satisfied and wish to appeal:
9.2.5 the Board must refer any such appeals to the Appeals Officer (AO) who shall be an independent person nominated by the President of the New Zealand Law Society who after consideration dismisses or upholds the appeal or remits the complaint back to the FINZ Ethics Committee for further determination.
If the complaint is upheld then the Board may:
9.2.6 reprimand the Member; or
9.2.7 confirm the Member's continued membership but on such conditions as it considers appropriate; or
9.2.8 terminate their membership.
9.3 For any complaint assessed by the CEO, the FINZ Ethics Committee or the AO under clause 9.2, the complaint process shall include notice of the complaint in writing to the Member against whom the complaint has been made and a reasonable opportunity for the Member to be heard in defence.
9.4 Any Member wishing to resign from the Institute may do so by sending their resignation in writing to the Secretary.
9.5 Any person ceasing to be a Member of the Institute for any reason whatsoever nevertheless remains liable to the Institute for all moneys which may have become due by them prior to their membership ceasing.
9.6 Any person ceasing to be a Member of the Institute must forthwith return any property of the Institute then in that person's possession or under that person's control. No such person after ceasing to be a Member may hold themselves out as Members or use the name or logo of the Institute or disclose any confidential information relating to the Institute or to any other Member of the Institute.
9.7 The obligations under Rule 9.5 and 9.6 shall survive termination of membership.
9.8 Any person whose application for membership is declined is eligible for a refund of any fee paid less a deduction for administration. Any person who resigns or whose membership is terminated is not entitled to a refund of any part of their membership fee.
10.1 The Institute is governed by the Board on behalf of its Members.
10.2 To ensure the efficient administration of Institute matters, the Board will appoint a CEO who will employ further support within the constraints imposed by the Board.
10.3 To assist in the efficient administration of Institute matters, the Board may create such Regions and smaller Branches comprising defined geographical areas within New Zealand as it may from time to time determine.
11.1 There shall be a Board comprising of:
11.1.1 one member elected by each Region to represent it on the Board;
11.1.2 not more than six (6) voting Members elected by the voting Members. Nominations for such vacancies shall be called by the national office of the Institute no fewer than forty-two (42) days prior to the Annual General Meeting and all such nominations must be received by the national office no fewer than thirty-one (31) days prior to the date of the meeting. In the event of the number of nominations exceeding the number of vacancies the six (6) voting members shall be elected by postal or email ballot with ballot papers distributed no fewer than twenty one (21) days prior to the Annual General Meeting. The ballot shall close no later than forty-eight (48) hours prior to the Annual General Meeting and the result declared to that meeting. In the event of a tie the successful voting member shall be determined by lot.
11.1.3 the CEO as a non-voting member.
11.2 The Officers of the Board shall comprise the Chair, Deputy Chair, Treasurer if required and Secretary. They shall be elected by the Board- from among the members referred to in Rule 11.1 (a) and (b) at a meeting to be held for this purpose immediately prior to the Annual General Meeting of the Institute. They shall hold office for two (2) years from the conclusion of the meeting of the Council immediately following their election and are eligible for re-election for a maximum of two (2) further terms, holding their Office for a maximum of six (6) years consecutively.
11.3 Members of the Board elected pursuant to Rule 11.1.1 and 11.1.2 shall hold office for a term of two (2) years but shall be eligible for re-election for not more than two (2) consecutive terms, sitting on the Board for a maximum of six (6) consecutive years.
11.4 The Board shall have power to co-opt to fill vacancies in the event insufficient nominations are received pursuant to Rule 11.1.2 or to fill a vacancy created by the resignation of an elected member. In order to fill such vacancies the Board shall be entitled to co-opt Members of the Institute who hold appropriate qualifications for the position as determined by the Board from time to time. Such places will be deemed vacant at the next election.
11.5 The Chair, with the approval of the Board, may appoint such subcommittees of the Board as are considered necessary or expedient. The Board may delegate any of its powers to such subcommittees and in the exercise of its powers the subcommittee shall conform to any regulations imposed on it by Board. The Chair and Deputy Chair shall be ex officio members of all committees of the Board
11.6 The Chair, Deputy Chair and CEO may attend and speak at all Region and Branch meetings.
11.7 Ethics Committee. The Ethics Committee is a formal sub-committee of the Board responsible for the oversight of the Codes of Ethics and Conduct and for the investigation of any complaints against Members. Members of the Ethics Committee shall be appointed by the Board and shall hold office for one (1) year but shall be eligible for re-appointment in any subsequent year. The Board will also appoint the Chair of the Ethics Committee.
12.1 The Board shall meet not less than three (3) times each year at such times and places and by what means including telephone and video conferencing, as it may from time to time decide.Meetings will be chaired by the Chair or in her/his absence by the Deputy Chair. Should both the Chair and Deputy Chair be absent then a Chairperson shall be appointed from among those present at the meeting.
12.2 A majority of the Board members or three (3) Board members, whichever is the higher shall constitute a quorum other than at a General Meeting at which twenty three (23) financial Voting Members shall constitute a quorum pursuant to Rule 20.3.1.
12.3 Upon written application from at least three (3) Board members the Chair or the National Office shall convene a meeting of the Board. Any such meeting must be held within thirty (30) days of the date of receipt of such requisition.
12.4 Except as otherwise stated in these Rules, all matters for determination by the Board whether in general meeting, by postal or email ballot or otherwise shall be decided by a majority of those voting. The Chair or other person presiding shall have a deliberative vote but not a casting vote and in the case of an equality of votes the motion shall be deemed lost.
13.1 It is the duty of the Board generally to govern the affairs of the Institute, to ensure it has a strategic and annual plan and has adopted a set of policies covering standards, ethics and behaviour. The Board must ensure the role and performance objectives of the CEO are clear and that the Institute is compliant with all legislative and regulatory requirements, and meets all financial reporting requirements.
14.1 Subject to these Rules the Board may exercise all the powers of the Institute, other than those required by statute or by these Rules to be exercised by the Institute in General Meeting.
14.2 In addition to any power conferred by these Rules the Board is entitled to exercise the following powers, authorities and discretions on behalf of the Institute, which they can delegate to the CEO under approved governance policies:
14.2.1 to co-operate with all interested parties in promoting the purposes of the Institute as set out in these Rules;
14.2.2 to enter into any arrangement with any institution or organisation which has objects and purposes similar to those of the Institute;
14.2.3 to solicit donations, gifts and bequests to the Institute for promotion of the purposes of the Institute;
14.2.4 to expend any money in pursuance of and incidental to any of the purposes objects of the Institute;
14.2.5 to purchase, lease or otherwise acquire property and to sell, lease or otherwise dispose of property; and
14.2.6 to charge fees for goods or services sold on behalf of the Institute.
14.3 The Board may borrow or raise money on behalf of the Institute and secure the repayment of such sums as the Board shall think fit, in particular by mortgage, bonds, debentures or other securities charged upon all or any of the assets of the Institute (both present and future) and to purchase redeem and pay off any such securities.
14.4 In addition to the foregoing Rules, the Board may do all such things as are conducive to the attainment of the purposes objects and the exercise of the powers of the Institute.
15.1 Any Board member may retire from office on giving no less than thirty (30) days written notice to the Secretary of his intention to retire and the resignation shall take effect at the time expressed in the notice (provided the time is not earlier than thirty (30) days from the date of delivery of the written notice to the Secretary) or upon its earlier acceptance by the Board.
15.2 The office of a Board member shall become vacant if the Board member:
15.2.1 becomes bankrupt or makes any arrangement or composition with creditors generally;
15.2.2 becomes a person to whom section 151(2) of the Companies Act 1993 applies;
15.2.3 becomes incapable of competently exercising the powers, authorities and discretions of office (in which case a majority decision of two thirds of the Board shall be determinative notwithstanding who appointed such Board member). Incapacity shall include being mentally disordered within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 and being mentally incapable within the meaning of the Protection of Personal and Property Rights Act 1988.
15.2.4 for a Board member elected by a Region if the Secretary received notice that the Board member , no longer has the confidence of the Region by whom they were appointed;
15.2.5 is absent from more than two (2) consecutive Board meetings without the permission of the Board and the Board resolves that the office be vacated; or
15.2.6 is removed by resolution passed by a two-thirds majority of the voting Members at a Special General Meeting or Annual General Meeting.
16.1 The establishment, continued operation, management and closure of a Region and Branch are the responsibility of the Board. A Region or Branch shall exist at the discretion of the Board.
16.2 Members residing in any Region formed in accordance with these Rules shall be deemed to be Members of that Region.
16.3 Members may petition the Board for authorisation to form a Branch. A Branch formed in accordance with these Rules shall consist of all Members of the Region residing in the area covered by the Branch.
16.4 A Region or Branch shall not levy the Members in their respective area but may set charges for attendance at events (excluding general meetings).
16.5 Each Region shall have a Committee consisting of a Regional Chair and not less than three (3) Members who shall be elected by ballot at the annual general meeting of the Members of the Institute in the Region and who shall hold office for one (1) year but shall be eligible for re-election for not more than five (5) further consecutive years.
16.6 Each Branch shall have a Committee consisting of not less than three (3) Members who shall be elected at a meeting held for that purpose. The Members of the Committee shall elect their Branch Chair who shall hold office for one (1) year.
17.1 Subject to the Rules of the Institute and to any resolution duly passed by the Institute in General Meeting:
17.1.1 the Board shall govern the affairs of the Institute.
17.1.2 The Board and each Region and Branch Committee shall have the power to do all things whatsoever necessary for the good government of the Institute or such Region or Branch as it controls provided that:
(a) any action taken by the Board shall be reported upon to the next Annual General Meeting of the Institute;
(b) no Region or Branch may do anything which is other than in accordance with the intention of these Rules or with the policy or resolution of the Institute or the Board;
(c) no Region or Branch shall enter into any contract or make any financial commitment except to the extent and within the limits from time to time authorised by the Board; and
(d) every Region and Branch Committee must report on the actions and activities of the Branch or Region and provide a balance sheet and statement of account to the Board on the reasonable request of the Board and otherwise prior to every Annual General Meeting of the Institute.
18.1 Annual General Meeting: The Institute must hold an Annual General Meeting between the 1st day of March and the 31st day of May in every calendar year at and on such date time and place as may have been decided upon at the previous Annual General Meeting or if no such time or place for such meeting has been fixed then at such time and place as the Board determines. The meeting must be called for the following purposes:
18.1.1 to receive from the Board a report, balance sheet, and statement of account for the preceding year;
18.1.2 to declare the elected Members of the Board for the ensuing year;
18.1.3 to advise who is on the Ethics Committee;
18.1.4 to fix the annual membership subscriptions for the ensuing year;
18.1.5 to decide on any resolution which must have been duly submitted to the Secretary not less than twenty-one (21) days prior to the date of such meeting;
18.1.6 to receive a report, balance sheet and statement of account from each Region and Branch; and
18.1.7 to consider any other business which may have been notified to the Secretary in writing prior to the meeting.
18.2 Region and Branch annual general meetings: Regions and Branches must hold an annual general meeting not less than twenty-one (21) days before the designated date of the Annual General Meeting of the Institute.
19.1 The Chair or in the Chair’s absence or inability any other member of the Board may at any time for any special purpose call a Special General Meeting and the Chair must do so forthwith upon the requisition in writing of any eleven (11) Members stating the purposes for which the meeting is required.
20.1 At General Meetings the Chair and in the Chair’s absence the Deputy Chair or in the Deputy Chair’s absence any other duly elected Chair must take the chair.
20.2 Every Individual Financial Voting Member shall be entitled on every motion to one (1) vote exercised in person or by proxy or in writing unless required by law or as otherwise stipulated by these Rules. Every Organisational Financial Voting Member shall be entitled to two votes exercised in the same manner.
20.3 All motions shall be decided by a simple majority. In the case of an equality of votes the Chair has a casting vote as well as a deliberative vote. The mode of voting on all questions other than elections is by voices or if the Chair or any three (3) Members so require by a show of hands or poll. On all elections voting can be by a show of hands although if a Member requests a poll then a secret ballot will be held for which purpose no less than two (2) scrutineers are to be appointed at the meeting. Where a poll is demanded the meeting shall appoint two (2) persons to act as scrutineers.
20.3.1 At all General Meetings twenty three (23) financial voting Members shall constitute a quorum.
20.3.2 A quorum must be present at all times during a General Meeting.
20.3.3 A Board member who is disqualified from voting on a matter because of a raised conflict of interest shall be counted in the quorum despite that disqualification.
20.4 Fourteen (14) clear days before a Special General Meeting and twenty-one (21) clear days before the Annual General Meeting notice must be given of the date, place and time for and of the business to be transacted at that meeting together with a copy of the report and balance sheet in the case of the Annual General Meeting. The notice must be sent to every Member and no business other than that of which notice has been so given can be dealt with at such a meeting unless it is agreed by three-fourths of those present and entitled to vote.
20.5 Every notice required to be given to the Members is deemed to have been duly delivered if posted in a prepaid letter or email addressed to the Member at the Member's last known place of business, residential or email address.
20.6 The accidental omission to give or the non-receipt of any notice of meeting to any Member shall not invalidate any business transacted at any meeting.
20.7 Voting Members may appoint a proxy to attend and vote in their stead at any meeting. The form of proxy shall be sent out by the Secretary with the notice calling the meeting. Proxies must be lodged with the Secretary immediately prior to the commencement of the meeting.
21.1 The funds of the Institute are to be devoted solely to the furtherance of the purposes of the Institute as set out in these Rules and are to be under the control of the Board.
21.2 All moneys received by or on behalf of the Institute must forthwith be paid to the credit of the Institute in an account with such bank as may from time to time be fixed by the Institute. All payments drawn on any account must be signed by no less than two (2) members of the Board or such other Member as may be authorised by the Board from time to time.
21.3 The Board shall request regular updates of the finances and ensure they are within the approved criteria as set down by the Board from time to time or as requested.
21.4 The Board at its discretion may authorise Regions and Branches to operate bank accounts on such conditions as the Board may from time to time stipulate.
21.5 No part of the Institute's income or other funds is to be used or be available for the personal use of any Member or an associated person of any Member, except that:
21.5.1 any Member may receive full reimbursement for all expenses properly incurred by that Member in connection with the affairs of the Institute; and
21.5.2 the Institute may pay reasonable and proper remuneration to any officer or servant of the Institute (whether a Member or not) in return for services actually rendered to the Institute.
21.6 The financial year of the Institute shall be from the 1st day of January to the 31st day of December.
22.1 The books of the Institute must be audited annually and reported upon by an auditor appointed at the Annual General Meeting of the Institute. The books of any Region and Branch will be incorporated into the Institute’s books and are covered by that audit.
22.2 Such auditor cannot hold any other office in the Institute and is to receive such fee as may be negotiated from time to time by the Board.
22.3 The auditor is appointed by the Board.
23.1 The registered office of the Institute is to be at such place as the Institute from time to time determines in general meeting. Due notice of any change of office is to be given to the Registrar of Incorporated Societies within the Companies Office.
24.1 If any case arises which in the opinion of the Board is not provided for in these Rules it is decided by the Board which must act in what it considers to be the best interests of the Institute but whose decision is final.
25.1 These Rules may be altered, added to or cancelled by resolution at a General Meeting of the Institute of which notice prescribed by these Rules has been given.
26.1 The Institute must be wound-up if the Institute at a General Meeting of its Members passes a resolution by a simple majority requiring the Institute to be wound-up and the resolution is confirmed at a subsequent General Meeting called for that purpose and held not earlier than thirty (30) days after the date on which the Resolution so to be confirmed is passed.
26.2 In the event of the Institute being wound-up the surplus assets after payment of the Institute's liabilities and the expenses of the winding-up are to be transferred to such not-for-profit organisations having purposes wholly or in part similar to the purposes of the Institute as the meeting of dissolution shall determine.
27.1 The Common Seal of the Institute shall be kept in the custody of the Secretary.
27.2 The Common Seal shall not be affixed to any instrument except by the authority of the Council and the affixing of the Common Seal shall be attested by the signatures of two (2) Members of the Board who shall also have custody of all books, documents, and securities of the Institute.
27.3 Should the law change and the Institute no longer require a Common Seal the Institute shall be deemed not to require a Common Seal.