Constitution
relating toInfrastructure New Zealand Incorporated
Date: amended as of 21st November 2018

Contents
1.

Name .................................................................................................................................. 1

2.

Vision and Objects .............................................................................................................. 1

3.

Membership ....................................................................................................................... 2

4.

5.

6.

3.1

Becoming a member ................................................................................................................... 2

3.2

Membership procedures ............................................................................................................. 2

3.3

Classes of membership ................................................................................................................ 2

3.4

Application for membership ....................................................................................................... 2

3.5

Invitations for membership ......................................................................................................... 2

3.6

Approval of membership............................................................................................................. 2

3.7

Membership subscriptions and levies ......................................................................................... 2

3.8

Cessation of membership ............................................................................................................ 3

3.9

Termination of membership ....................................................................................................... 3

3.10

Change in representative ............................................................................................................ 3

3.11

Keep register ............................................................................................................................... 3

3.12

Duties of members ...................................................................................................................... 3

Officers ............................................................................................................................... 3
4.1

Composition ................................................................................................................................ 3

4.2

Qualifications .............................................................................................................................. 3

Board.................................................................................................................................. 4
5.1

Composition ................................................................................................................................ 4

5.2

Election of Board Members......................................................................................................... 4

5.3

Ex officio ...................................................................................................................................... 5

5.4

Eligibility ...................................................................................................................................... 5

5.5

Meetings and quorum ................................................................................................................. 5

5.6

Powers of the Board .................................................................................................................... 5

5.7

Special meeting ........................................................................................................................... 6

5.8

Sub committees........................................................................................................................... 6

Chief Executive.................................................................................................................... 6
6.1

Appointment ............................................................................................................................... 6

6.2

Accommodation .......................................................................................................................... 6

6.3

Functions and responsibilities ..................................................................................................... 6

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7.

8.

9.

Treasurer ............................................................................................................................ 7
7.1

Appointment .............................................................................................................................. 7

7.2

Ex officio ...................................................................................................................................... 7

Prior Chair........................................................................................................................... 7
8.1

Appointment ............................................................................................................................... 7

8.2

Continuity .................................................................................................................................... 7

8.3

Position........................................................................................................................................ 7

Annual General Meeting ..................................................................................................... 7
9.1

To be held .................................................................................................................................... 7

9.2

Purpose ....................................................................................................................................... 7

10.

General Meetings................................................................................................................ 7

11.

Annual General Meeting and General Meeting .................................................................... 8
11.1

Notice .......................................................................................................................................... 8

11.2

Quorum ....................................................................................................................................... 8

11.3

Voting .......................................................................................................................................... 8

11.4

Chair ............................................................................................................................................ 912.

Indemnity of Officers .......................................................................................................... 9

13.

Common Seal ...................................................................................................................... 9

14.

Registered Office................................................................................................................. 9

15.

Regulations ......................................................................................................................... 916.

Finance ............................................................................................................................... 9
16.1

Financial year .............................................................................................................................. 9

16.2

Audit ............................................................................................................................................ 9

16.3

Payments ................................................................................................................................... 10

17.

Alteration of Rules ............................................................................................................ 10

18.

Liquidation........................................................................................................................ 10

19.

18.1

Resolution ................................................................................................................................. 10

18.2

Consequences ........................................................................................................................... 10Interpretation ................................................................................................................... 10
19.1

Differences ................................................................................................................................ 10

Infrastructure New Zealand Incorporated Constitutionii

UNDER THE INCORPORATED SOCIETIES ACT 1908
THE CONSTITUTION AND RULES OFINFRASTRUCTURE NEW ZEALAND INCORPORATED

1.

Name
The name of the organisation shall be INFRASTRUCTURE NEW ZEALAND INCORPORATED(Infrastructure New Zealand).

2.

Vision and Objects
Infrastructure New Zealand’s vision is to promote, the provision of world class infrastructure by boththe public and private sectors for the benefit of New Zealanders.
Infrastructure New Zealand’s objects are to:(a)

Identify and prioritise specific infrastructure needs;(b)

Facilitate and encourage the provision of world class infrastructure, by both public and private
sectors, in an economically, socially and environmentally responsible manner;(c)

Influence central, regional and local government decision making on the provision of
infrastructure;(d)

Identify the impediments to infrastructure provision, and provide solutions;(e)Assist in creating an environment where:(i)

It is accepted by all governments and the community that New Zealand must haveworld class infrastructure if it is to achieve its economic and social potential;(ii)

The consequences of failing to provide world class infrastructure are understood;(iii)

The respective roles of both public and private sectors in the provision of
infrastructure are accepted;(f)Become the leading non-government point of reference on issues relating to infrastructure
provision;(g)

Provide a voice, for Infrastructure New Zealand’s membership, in addressing infrastructureneeds for New Zealand; and(h)Do all such lawful things as are incidental to or ancillary to the attainment of the vision and theobjects of Infrastructure New Zealand.

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3.

Membership

3.1

Becoming a member
A company, body corporate or person approved for membership by the Board shall, on payment of
the requisite dues, become a member of Infrastructure New Zealand.

3.2

Membership procedures
The number of members of Infrastructure New Zealand is unlimited.

3.3

Classes of membership
The Board may, by regulation, establish different classes of membership and in those regulations
stipulate any restrictions or limitations on members in those classes from the rights of members set
out in this Constitution.

3.4

Application for membership
Each applicant for admission must apply in writing in the form approved of by the Board, giving:

3.5

(a)

The applicant’s name;(b)

The nature of the applicant’s business;(c)

In the case of an applicant which is a body corporate the name of the persons which it
authorises to represent the applicant; and(d)Such other information as the Board may request.

Invitations for membership
The Board may, at its discretion, extend invitations for membership of Infrastructure New Zealand.

3.6

Approval of membership
Applications for admission for membership may be approved or declined by the Board, or invitations
to become a member may be extended by the Board by applying such criteria as the Board considers
appropriate from time to time having regard to the vision and objects of Infrastructure New Zealand,
and where applicable the class of membership applied for or to which the invitation to become amember applies.

3.7

Membership subscriptions and levies
Membership subscriptions, joining fees and levies shall be determined from time to time by the
Board and must be paid by members in the manner and at the times stipulated by the Board.

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3.8

Cessation of membership
Any member wishing to resign from Infrastructure New Zealand must forward notice of resignation
to the Chief Executive and the resignation shall take effect from the date that notice is received orsuch later date specified in the notice of resignation.

3.9

Termination of membership
The Board may by resolution, and following a process consistent with the principles of natural
justice, remove from the Register of members any member:(a)

Whose payment of subscription or levy is in arrears; or(b)

Who contravenes the rules of Infrastructure New Zealand or who in any other manner brings
Infrastructure New Zealand into disrepute.

Any member who has resigned or has been removed pursuant to these Rules must, upon request,
return to the Board any confidential documents, papers, pamphlets, and any property belonging toInfrastructure New Zealand which he/she may have acquired as a consequence of membership.

3.10

Change in representative
In the case of a member which is a body corporate the member must give notice in writing to theChief Executive of any change of the identity of that member’s authorised representative or
representatives.

3.11

Keep register
The Chief Executive shall keep a Register of Members recording the names of all current members.

3.12

Duties of members
Every member shall be bound by and observe the rules of Infrastructure New Zealand.

4.

Officers

4.1

Composition
The officers of Infrastructure New Zealand shall consist of:

4.2

(a)

A Chair; and(b)

One deputy chair, elected by a majority of the Board, from their number if deemed necessary
at a Board meeting following the Annual General Meeting in each year.

Qualifications
Each officer of Infrastructure New Zealand must:

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(a)

Be a member of Infrastructure New Zealand, or an authorised representative of a body
corporate which is a member of Infrastructure New Zealand;(b)

Except as otherwise provided in this constitution, be elected at the Annual General Meeting by
a majority of the members present and voting; and(c)Receive no payment or fee for their services as such officers.

5.

Board

5.1

Composition
Unless decided otherwise at an Annual General Meeting or a General Meeting by a majority of thoseMembers attending such meeting, the Board shall consist of no more than thirteen (13) and no lessthan nine (9) members, including the Chair, with the intention being that the members of the Board
are broadly representative of the sectors and interest groups in Infrastructure New Zealand’s
membership.

5.2

Election of Board Members(a)Members shall directly elect up to nine (9) Board members, and the Board, using an
Appointment Sub-Committee, shall select up to three (3) members. A further one (1) Board
member shall be nominated by the Women’s Infrastructure Network (WIN) Board and ratified
by the Board to join the Infrastructure New Zealand Board with full voting rights(b)

An Appointments Sub-Committee shall be established consisting of two (2) Board members,
including the Chair, and one (1) independent consultant selected by the Board. The purpose
and responsibility of the Appointments Sub-Committee is to select one (1) Board member inany one year for ratification by the Board.

(c)

At the Annual General Meeting four (4) Board members shall retire from office. The order ofretirement shall be as follows:(i)First, any Board member who has been appointed to fill any vacancy on the Board thathas arisen during the year;(ii)

Secondly, any Board member who is a representative of a corporate membership andhas changed employer since the date of their last election to the Board;(iii)

Thirdly, the longest serving Board member. If two or more members have been in
office an equal length of time, the members to retire shall be determined either byagreement or by lot. The length of time a Board member has been in office shall becomputed from the last election of that person.

(d)

The Board member nominated by the WIN Board shall retire at the end of the three-year term
served. At the end of this three-year term the Infrastructure New Zealand Board will review
continuation of the WIN appointment to the Board.

(e)

Any retiring Board member shall be eligible for re-election for a maximum of two (2) three-year
terms unless a third term is expressly approved by members at an Annual General Meeting.

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5.3

Ex officio
On a resolution of the Board and in addition to the officers and other elected members, the Chief
Executive may be appointed or removed as an ex officio member of the Board.

5.4

Eligibility
Only members, officers and employees of Infrastructure New Zealand, or such other persons as
Infrastructure New Zealand may approve in General Meeting, are eligible for election to the Board.

5.5

Meetings and quorum
Meetings of the Board shall be held at such times and at such places as the Board sees fit and may beheld in person or by way of teleconference call. A quorum for Board meetings shall consist of seven(7) members of the Board. Resolutions may be approved by Board members in person orelectronically.

5.6

Powers of the Board(a)

The affairs of Infrastructure New Zealand shall be managed by the Board which, unlessexpressly forbidden by these rules, may undertake any matters or thing not inconsistent withthe vision and objects of Infrastructure New Zealand.

(b)Without limiting the generality of the Board’s powers set out in sub paragraph (a), the Board
has the power to:

(c)

(i)

Fill any vacancies which may occur in the Board or in the officers of Infrastructure New
Zealand during any period between Annual General Meetings;(ii)

Appoint and remove the Chief Executive and or of any other employee or contractor of
Infrastructure New Zealand;(iii)

Establish and set honoraria (if any) for officers of Infrastructure New Zealand and the
remuneration of any employees of Infrastructure New Zealand;(iv)

Invoke, vary, or withdraw regulations relating to the affairs and operations ofInfrastructure New Zealand where consistent with Infrastructure New Zealand’s visionand objects and this Constitution;(v)

Act in the exercise of all or any of the powers conferred upon the Board jointly withany person, partnership, corporation, company, trust or society and to become jointly
or jointly and severally liable with any such person, partnership, corporation, company,
trust or society (whether incorporated or otherwise) on any such contract orobligation; and(vi)

Borrow and to pledge the assets of Infrastructure New Zealand.

The Board may after consultation with the membership of Infrastructure New Zealand annually
appoint a person, to perform the role of Patron for Infrastructure New Zealand, the intention
being that the Patron is a person of experience and reputation in the areas of interest and focus
of Infrastructure New Zealand and likely to enhance the reputation and public receptiveness ofInfrastructure New Zealand and its vision and objects. The Patron may on the invitation of theInfrastructure New Zealand Constitution

5Chair be invited to attend meetings of the Board, but is not entitled to vote on matters ofbusiness before the Board.

5.7

Special meeting
Any two (2) members of the Board may by notice in writing request that the Chief Executive call ameeting of the Board and the Chief Executive must then call the meeting to take place within
fourteen days of the request.

5.8

Sub committees
The Board may from time to time set up sub-committees to exercise such powers as may bedelegated to them by the Board. The members of such sub-committee shall be appointed by the
Board and may be Board members, members or other persons.

6.

Chief Executive

6.1

Appointment
The Chief Executive shall be appointed by the Board on such terms and conditions as to salary andother terms of appointment or employment as the Board thinks fit.

6.2

Accommodation
The Chief Executive and any staff of Infrastructure New Zealand shall be accommodated at suchlocation determined by the Board from time to time.

6.3

Functions and responsibilities
The functions and responsibilities of the Chief Executive shall include the following:(a)

To advance the objects of Infrastructure New Zealand.

(b)

To give notice and prepare agendas for the meetings of the Board, standing committees,
Annual General Meetings and of the membership generally from time to time.

(c)

To record, disseminate and action all decisions of the Board, standing committees, Annual
General Meetings and of the membership generally from time to time.

(d)

To assume clerical responsibility for the keeping and maintenance of the accounts and otherrecords of Infrastructure New Zealand including the filing of all statutory and other returns.

(e)To liaise with members on Infrastructure New Zealand matters.

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7.

Treasurer

7.1

Appointment
The Treasurer shall be appointed by the Board as an appointee on such terms and conditions as tosalary (if any) and other terms of appointment as the Board things fit.

7.2

Ex officio
The Treasurer shall be entitled to attend meetings of the Board on the invitation of the Chair but
shall not be entitled to vote.

8.

Prior Chair

8.1

Appointment
At its discretion, the Board may appoint the immediate past chair of the Board (‘Prior Chair’), within
one month of such person’s retirement from that position, as a member of the Board for such timeas the Board (excluding the Prior Chair) determines at the date of appointment or such datethereafter.

8.2

Continuity
The Prior Chair shall be appointed to the Board in order to provide continuity of representation on
the Board. The Board may remove the Prior Chair from the Board at such time as the Board
considers the requirement for such continuity is no longer necessary. [Provided that where the Prior
Chair continues to hold office at the next Annual General Meeting such person must resign and may
offer themselves for re-election at that Annual General Meeting.]

8.3

Position
Except with respect to the appointment or removal of the Prior Chair, the Prior Chair shall have all
the powers of an ordinary member of the Board including the right to vote at all Board meetings. The
Prior Chair may not hold the position of Chair, Deputy Chair or Treasurer on the Board.

9.

Annual General Meeting

9.1

To be held
An Annual General Meeting of Infrastructure New Zealand must be held no later than the 30th day ofJune in each year on a date and at a time and place to be fixed by the Board.

9.2

PurposeThe purpose of the Annual General Meeting shall be to:(a)Receive a report and audited balance sheet and statement of accounts for the preceding
financial year;

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10.

(b)

To elect officers and Board members for the ensuing year;(c)

To consider and conduct such other business as may properly be brought forward.

General Meetings
General Meetings of Infrastructure New Zealand may be called;(a)

At any time by the Board; or(b)

By the members by providing the Chief Executive with written notice signed by not less than
one tenth of the members and stating the purpose for which the meeting is required.

11.

Annual General Meeting and General Meeting

11.1

NoticeThe Chief Executive must give at least ten days’ notice to members of the holding of the Annual
General Meeting or of any General Meeting, by letter posted to members by ordinary post or byemail.

11.2

QuorumThe quorum at the Annual General Meeting and any General Meeting shall be ten members who
must be present either personally or by their duly authorised representative. If within half an hourof the time appointed for the commencement of the meeting a quorum is not present, the meetingshall stand adjourned for a maximum of twenty-eight days.

11.3

Voting(a)

At the Annual General Meeting and any General Meeting, voting shall either be by ballot, showof hands or voices, depending on the wishes of the Chairperson of the meeting.

(b)

In the case of election of Board members, including officers, voting may also be by way of
postal vote or electronic vote which must be received by Infrastructure New Zealand at least
twenty-four hours prior to the time of the Annual General Meeting or General Meeting. For the
purposes of this clause an email will be received when it enters the Infrastructure New
Zealand information system designated for that purpose.

(c)

Save where otherwise provided in these rules, any motion submitted to the Annual General
Meeting or any General Meeting shall be deemed to be carried if the majority of the members
vote in favour of the motion.

(d)

The Board must comply with any motion of the members duly carried at the Annual General
Meeting or at any General Meeting including any motion to review a decision made by the
Executive.

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11.4

Chair
The chair (and in his or her absence one of the deputy chair) shall chair all meetings of the Board, theAnnual General Meeting and any General Meetings. The chair of any meeting shall have adeliberative and also a casting vote.

12.

Indemnity of Officers
The Board members and any other officer or employee of Infrastructure New Zealand is indemnified
by Infrastructure New Zealand from and against all losses and expenses incurred in the discharge of
their respective duties, except as are incurred as a result of wilful misconduct.

13.

Common Seal
The Common Seal of Infrastructure New Zealand shall be kept in the custody of the Board. The
Common Seal of Infrastructure New Zealand may only be affixed to any document or writing:

14.

(a)

Pursuant to a resolution of the Board or of the Annual General Meeting or any General
Meeting; and(b)

By any two (2) Board members (one of whom may be the Chief Executive).

Registered Office
The registered office shall be at such place in New Zealand as the Board may from time to time
decide.

15.

Regulations
The Board shall have power to make Regulations not inconsistent with these Rules. Any Regulations
so made shall be binding upon all members.

16.

Finance

16.1

Financial year
The financial year of Infrastructure New Zealand shall commence on the 1st day of January and closeon the 31st day of December next following.

16.2

Audit
The accounts of Infrastructure New Zealand shall be audited by an auditor appointed at the Annual
General Meeting (the “Auditor”). The Auditor may not be a member.

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16.3

Payments
All payments drawn on any Infrastructure New Zealand bank account must be signed by two officersof Infrastructure New Zealand, or by the Chief Executive and one other signatory approved by the
Board.

17.

Alteration of Rules
This Constitution and Rules shall not be altered, added to or rescinded except by a vote of a majorityof two-thirds of the members present at the Annual General Meeting or at any General Meeting duly
convened for that purpose.

18.

Liquidation

18.1

Resolution
Infrastructure New Zealand may be put into liquidation if, at an Annual General Meeting, themembers pass by simple majority a resolution to do so, provided that the liquidation is confirmed at
a subsequent General Meeting called for the purpose as required by the Incorporated Societies Act
1908.

18.2

Consequences
Upon the liquidation of Infrastructure New Zealand any surplus assets available after the payment of
all liabilities shall be applied to such object or objects as may be decided by a majority of votes of themembers present at a General Meeting provided that such object or objects are consistent with theobjects of Infrastructure New Zealand and provided further that no member of Infrastructure New
Zealand obtains a pecuniary gain as a result of any such decision.

19.

Interpretation

19.1

Differences
If any difference of opinion arises as to the meaning of any of these Rules or of any Regulation it shallbe determined by the Board or, if it occurs at the Annual General Meeting or a General Meeting, by
the chair of that meeting.

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