NZ Knowledge Management Network

NEW ZEALAND KNOWLEDGE MANAGEMENT NETWORK
(Te Tukutuku Maatauranga Aotearoa)
INCORPORATED

CONTENTS

1. Name
2. Definitions
3. Non-party and Non-commercial
4. Interpretation and matters not provided for
5. Objects
6. Membership
7. Finances
8. General Meetings
9. Annual General Meeting
10. Voting
11. Committee
12. Ratification
13. Change of Rules
14. Ownership of property
15. Common seal
16. Liquidation

NEW ZEALAND KNOWLEDGE MANAGEMENT NETWORK
(Te Tukutuku Maatauranga Aotearoa)
INCORPORATED

CONSTITUTION

1. NAME:

(a) Name of the Network. The name of the Society shall be the New Zealand Knowledge Management Network Incorporated.

(b) Alternative name. The Network may use as appropriate the
alternative names “NZKM”, “Te Tukutuku Maatauranga Aotearoa”, “Te
Tukutuku Matauranga Aotearoa” but “NZKM”, “Te Tukutuku Maatauranga
Aotearoa”, “Te Tukutuku Matauranga Aotearoa” are not incorporated
societies under the Incorporated Societies Act 1908 and all references
to those names shall be taken to mean a reference to the New Zealand
Knowledge Management Network Incorporated.

2. DEFINITIONS:

(a) “Annual General Meeting” means the Annual General Meeting called and held in accordance with Rule 9 of this document.

(b) “Committee” means the Committee established under Rule 11 of this document.

(c) “Financial Year” means the period beginning on 1 April and ending on 31 March of the following year.

(d) “General Meeting” means any general meeting of members of the
Network called and held in accordance with Rule 8 of this document.

(e) “Network” means the New Zealand Knowledge Management Network Incorporated.

(f) “Open Meeting” means any General Meeting called and held in
accordance with Rule 8 of this document which may be attended by those
who are not members of the Network but at which only financial members
may vote.

(g) “Public Notice” means written public notice, advertised at least once in a newspaper circulating nationally.

(h) “Special General Meeting” means any General Meeting of members of
the Network called and held in accordance with Rule 8 of this document.

3. NON PARTY AND NON COMMERCIAL:

The Network shall not be affiliated with any political party, commercial entity or similar body.

4. INTERPRETATION AND MATTERS NOT PROVIDED FOR

Matters relating to the interpretation of this Constitution or matters
not provided for in these Rules shall be determined by the members at a
General Meeting or where this is not feasible, by the Committee.
Decisions by the Committee are to be brought to the next General
Meeting for consideration and decision.

5. OBJECTS:

(a) To provide networking and discussion opportunities for KM and related professionals.

(b) To promote the practice and research of KM through best practice,
case studies, stories and other approaches or methodologies.

(c) To help New Zealand organisations capitalise on their intellectual capital.

(d) To explore the role of KM in the strategic development of the New Zealand economy.

(e) To establish mutually beneficial contacts with comparable KM
associations, societies, networks, and communities of practice outside
New Zealand.

(f) To promote the development of KM as a profession and encourage professionalism.

(g) To act as advocates for the KM community throughout New Zealand.

(h) To promote the development of KM throughout New Zealand.

(i) To provide a forum for the KM community to express their views on and concerns about issues of importance to the community.

(j) To prepare and circulate explanatory literature to Network members
on matters which are affecting or may affect the KM community and to
solicit the views of the KM community on these matters.

(k) To engage in any educational activity in the furtherance of the
objects of the Network, including running courses, workshops, and
seminars, and preparing, publishing, and distributing educational
literature.

(l) To engage in any activity in the furtherance of the objects of the
Network, including literary, debating, and social activities.

(m) To work in co-operation with any other organisation in the furtherance of the objects of the Network.

(n) To do any other things for the benefit of the KM community which are generally in accord with objects (a) – (m).

6. MEMBERSHIP

(a) Members. The members are the constituents of the Network and any
actions undertaken by the Network or the Committee are undertaken on
behalf of the members and in accordance with decisions made at General
Meetings.

(b) Who may be members. Membership shall be open to all knowledge
management professionals and to all those considered by the Network to
have a genuine interest in the welfare of knowledge management.

(c) Categories of membership. Individuals, students, businesses and
organisations may be members, and all members have equal voting rights.

(d) Applications for membership. Applications for membership shall be
made in writing to the Committee by the intending member and be
accompanied by a year’s subscription. The Committee shall consider and
make a decision on each application for membership.

(e) Register of members. The Network shall keep a register of members
showing the names, addresses, and occupations of all members, the dates
on which they became members and all subsequent changes. The register
shall remain confidential to the Network and to its members, subject to
the power of the Registrar of Incorporated Societies under the
Incorporated Societies Act 1908 s 34A to require information to be
supplied so as to ascertain whether there is compliance with the Act,
an offence against the Act or whether the Registrar should exercise any
of his rights or powers under the Act. The Committee may make
decisions, deletions or modifications to the register, where applicable.

(f) Eligibility to vote. Only financial members shall be eligible to vote at any meeting or to serve on the Committee.

(g) Resignation of members. Any member may resign by giving written
notice of resignation to the Network. Members who have not paid their
subscription within the Financial Year will be deemed to have resigned
and will be removed from the register of members at the end of that
Financial Year.

(h) Breach of rules by members. If, in the opinion of the Committee, a
member commits a breach of the Rules of the Network or acts in a manner
which is detrimental to the Network or any of its members, the
Committee may take such disciplinary action as it thinks fit by way of
loss of privileges, by suspension or by expulsion from the Network.
Members against whom disciplinary action is proposed shall have the
right to appear in their own defence before the Committee, to have a
fair hearing in accordance with the rules of natural justice, and may
be accompanied by legal counsel or by such other representative as they
choose.

7. FINANCES

(a) Setting of subscription fees. The annual membership subscription
fees for the following Financial Year shall be set at the Annual
General Meeting. At that meeting the treasurer shall recommend
subscriptions for the next Financial Year, which may differ for various
defined categories of membership. The fees will be decided by a vote of
members conducted in accordance with these Rules.

(b) Management of finances. The Network shall manage its finances in one of the following ways:

(i) by operating a cheque account held in its name with a reputable
bank. The account is to be operated and the records are to be kept by
the treasurer. All cheques are normally to be signed by the treasurer
and countersigned by the chairperson. In the absence of either or both
of these persons, cheques may be signed by two other members of the
Committee approved for this purpose in advance by the Committee; or

(ii) by lodging its funds with a trust account held by a lawyer or an
accountant. Disbursements may then be made for Network expenses from
the trust account on written instructions from the treasurer or other
person delegated by the Committee to carry out this task.

(c) Signing of receipts. Receipts for money received by the Network
shall be signed by the treasurer or other person delegated by the
Committee to carry out this task.

(d) Provisions for audit. Unless the Committee decides that its funds
are to be handled through an audited trust account under Rule 7
(b)(ii), an auditor shall be appointed at the Annual General Meeting
whose duty it shall be to check the books of the Network and see that
they are properly kept.

(e) Presentation of annual financial statement to members. A
financial statement shall be prepared and submitted to the Annual
General Meeting of the Network for approval of the members. The
statement is to contain the following particulars:
• The income and expenditure of the Network during the last Financial Year;
• The assets and liabilities of the Network at the close of the last Financial Year;
• Any other particulars required by the Registrar of Incorporated Societies under the Incorporated Societies Act 1908 s 23.

This statement is to be sent to the Registrar of Incorporated Societies
accompanied by a certificate signed by the treasurer or other person
delegated by the Committee to carry out this task to the effect that
the statement has been submitted to and approved by the members of the
Network at a General Meeting.

8. GENERAL MEETINGS

(a) The functions of General Meetings. General Meetings constitute the
fora at which the members of the Network determine and approve policy,
provide direction, authorize action and allocate responsibility to the
Committee.

(b) Determination of policy. Policies of the Network are to be
determined by the members at General Meetings. Members may refer policy
issues to the Committee for consideration and advice. The Committee on
its own initiative, may bring policy issues and recommendations to the
attention of General Meetings for decision.

(c) The calling of General Meetings. General Meetings or Open Meeting
shall be called by the Committee at intervals determined by the members
at the Annual General Meeting or other General Meetings. Special
General Meetings may be called from time to time as the Network
Committee decides or as requested in writing by 20 financial members.

(d) Quorum. A quorum of any General, Annual General, Special General or Open Meeting is to be 15 members.

(e) Notice of General Meetings. The following notice is to be given of General Meetings:

(i) General Meetings and Open Meetings. At least 7 days notice shall be
given by post and/or email to members or by Public Notice.
(ii) Special General Meetings. At least 14 days notice shall be given
by post and/or email to members or by Public Notice. Such notice shall
indicate the nature of the business of the Special General Meeting.

(f) Adjournment. A General Meeting may be adjourned by resolution of a
majority of members present. If possible, a time, date and place for
the resumption of the meeting shall be stated in the resolution.

(g) Record of General Meeting. At each General Meeting a written record
shall be kept of the content of the matters discussed and of decisions
made at that meeting.

9. ANNUAL GENERAL MEETING

(a) The holding of the Annual General Meeting. The Annual General
Meeting shall be held not later than 3 months after the end of the
Financial Year.

(b) Business to be dealt with. At this meeting the following business is to be dealt with:
• presentation by the chairperson of the annual report;
• presentation by the treasurer or secretary of an audited statement of the finances of the Network
• approval by members of the audited statement of the finances of the Network
• setting of membership fees for the following year;

• appointment of an auditor (unless the finances of the Network are
handled through a trust account in accordance with Rule 7(b)(ii));
• holding of an election for the Committee for the following year;
• the proposed frequency of General Meetings for the ensuing year;
• matters arising, and
• general business.

(c) Notice of meeting. At least 14 days notice of the Annual General
Meeting is to be given by post to members or by Public Notice. Such
notices shall state that election of a Committee is to be part of the
business of the meeting.

10. VOTING

(a) Method of voting. Where possible decision making will be by
consensus, but where a majority decision is required voting at all
Network and Committee meetings shall be by show of hands or by ballot
at the discretion of the chairperson. If a majority of those present
request a ballot, voting shall be by ballot.
(b) Tied votes. In the case of any tied deliberative vote at meetings,
the chairperson shall exercise a casting vote to decide the matter.

11. COMMITTEE:

(a) Functions of the Committee. The Committee acts as the executive of
the Network. The Committee is responsible for the day to day running of
the Network as directed by the members of the Network at General
Meetings, for carrying out tasks delegated to it by the members of the
Network at General Meetings and for reporting to General Meetings on
its actions.

(b) Membership of the Committee. The Committee shall consist of the following members:

(i) Chairperson
(ii) Vice-Chairperson/Spokesperson
(iii) Secretary
(iv) Treasurer
(v) From 6-12 general committee members, the number for each year to be determined at the Annual General Meeting.
(vi) Up to 2 members co-opted by the Committee, subject to the approval by members at a General Meeting.
(vii) The immediate past Chairperson is automatically a member of the Committee.

Each committee for any financial year may not include more than two employee or representatives of a particular organisation.

(c) Election of Committee. Members of the Committee shall be elected at
the Annual General Meeting. Nominations shall be made in writing by a
member of the Network, signed by both the proposing member and the
nominated member and delivered to the secretary at least 7 days before
the Annual General Meeting. Should nominations fall short of the number
required, those nominated shall be declared elected but further
nominations to fill the remaining places may be received from the
members at the Annual General Meeting.

(d) Combination of offices of secretary and treasurer. The offices of
secretary and treasurer may be combined for the following year by
decision of the Network at an Annual General Meeting.

(e) Allocation of responsibilities of Committee members. Any specific
responsibilities of particular committee members for particular aspects
of the Network’s activities will normally be decided by the Committee
at the first Committee meeting following the Annual General Meeting,
but may be modified subsequently by the Committee during the course of
the Financial Year.

(f) Members may seek further terms. Members of the Committee for a
particular Financial Year are free to seek a further term or terms as
members of the Committee.

(g) Consultation in the interests of the Network. The Committee may
consult with individuals or organisations in the interests of the
Network.

(h) Sub-committees and working parties. The Committee may set up and
disband sub-committees and working parties which will be responsible to
the Committee, and may delegate to them, either generally or for a
specific purpose, such of its powers or responsibilities as the
Committee determines.

(i) Meetings of the Committee. The Committee shall meet, if possible,
at least 10 times each year. Each member of the Committee shall receive
at least 4 days notice of the meeting. Meetings may be convened by the
secretary, chairperson or other person delegated this power by the
Committee, or shall be convened on the written request of any 5
Committee members.

(j) Quorum. A quorum of the Committee is 5 members of the Committee.

(k) Absences of Committee members. A member of the Committee absent
from 3 consecutive meetings without explanation shall be deemed to have
resigned from the Committee.

(l) Filling of vacancies. A vacancy occurring during the year may be
filled by vote of members at the next General Meeting by the co-option
of a new member.

(m) Voting. Voting within the Committee shall be in accordance with Rule 10.

(n) Reporting to members. At each General Meeting, the chairperson of
the Committee shall report on the activities of the Committee since the
last General Meeting.

(o) Record of meetings. At each meeting of the Committee a written
record shall be kept of the content of the matters discussed and of
decisions made at that meeting. The written records of Committee
meetings shall be made available for scrutiny of members if required.

12. RATIFICATION

Actions taken by the Network or the Committee may be ratified by a
resolution of a majority of those members present at a General Meeting,
Annual General Meeting or Special General Meeting held in accordance
with Rules 8 and 9.

13. CHANGES OF RULES

(a) Rules of the Network may be altered, added to, substituted or
rescinded at a Special General Meeting or Annual General Meeting by
resolution approved by at least 60% of those members present.

(b) No change to the Rules which would affect Rule 16 relating to
liquidation of the Network or which would have the effect of giving to
a member of the Network or person associated with a member a payment of
any income, benefit or advantage whatsoever may be made without the
prior approval of Inland Revenue.

14. OWNERSHIP OF PROPERTY

All real and personal property owned by the Network shall be held and
disposed of in the corporate name and title of the Network. The Network
may sue and be sued and may recover money due to the Network.

15. COMMON SEAL:

(a) Use and custody of common seal. The Network shall have a common
seal. The common seal shall be kept by the secretary and be affixed to
documents as decided by the Committee.

(b) Affixing of common seal. When so authorized the secretary and 2
other members of the Committee shall affix the seal and sign an
attestation clause in each other’s presence. The attestation clause
shall be in the following form or to the like effect: “The common seal
of the New Zealand Knowledge Management Network Incorporated was
affixed to this document by the authority of the Committee and in the
presence of the secretary [specify name] and 2 other members of the
Committee [specify names]”

16. LIQUIDATION

(a) Resolution to liquidate the Network. A resolution to appoint a
liquidator may be passed by a majority of those members present at a
Special General Meeting of which notice has been given in accordance
with Rule 8(e)(ii).

(b) Confirmation of the resolution. The resolution must be confirmed at
a subsequent General Meeting called for that purpose and held no
earlier than 30 days after the date on which the resolution to appoint
a liquidator was passed. If the resolution is confirmed by a majority
of those present at this meeting, the meeting must then appoint a
liquidator. If the confirming resolution is lost, the earlier
resolution lapses.

(c) Transfer of property on liquidation. In the event of the
liquidation of the Network, the property of the Network shall be
applied first to the liquidation of its debts and liabilities and to
the costs of liquidation. The remainder of the property shall be
transferred to an organisation with objects compatible with those of
the Network and agreed upon at the Special General Meeting. No property
of the Network may be distributed to members upon liquidation.