Constitution and Rules of Casting Technology New Zealand Incorporated
1. Name
1.1 The name shall be “Casting Technology New Zealand Incorporated”, herein referred to as “CTNZ”.
2. Objectives
2.1 The following mission statement encapsulates the objectives of CTNZ. Casting Technology New Zealand is the governance body promoting the Metal Casting Industry through
- Championing development of World Class Foundries using Technology, Marketing and recognised Best Practice
- Marketing the productive capabilities of members
- Organising Technical, Business and Networking Activities at branch level and National and Australasian Foundry Conferences
- Encouraging active participation in quality Training at every level
- Creating Publications useful to the industry including a dynamic Website
- Forming Partnerships with Government that strengthen the prosperity of the industry
- Keeping abreast of proposed Legislation that will affect the industry, clarifying Current Issues and Representing the metal casting industry's position to government
- Recognition of the Professional Foundryman
- Encouraging operational activities that respect the Personal Wellbeing of members and their staff and the general public.
3. Membership
3.1 The membership of CTNZ shall consist of Company members, Individual members and Honorary members.
3.2 Company membership of CTNZ shall be open to those companies involved in metal casting technology. Company members have voting rights. Each Company member vote will count as 5 votes. Only 1 company representative who has been previously nominated by that company as the official representative can cast a company vote.
3.3 An Individual member must be a person connected with or interested in casting technology. Individual members have voting rights. Each Individual member vote will count as 1 vote.
3.4 The Board or a General Meeting may elect to Honorary membership any individual who has rendered significant service to CTNZ or the metal casting industry. Honorary members shall have all rights of individual membership including the same voting rights.
3.5 Companies or persons applying for membership are deemed to be members when the Board has approved their application and the current subscription has been paid.
4. Cessation of Membership
4.1 Membership shall automatically lapse if any subscription or levy remains unpaid twelve months after the previous Annual General Meeting.
4.2 Any member may resign by giving to the Board 1 month's notice in writing. Such a member is liable for payment for all subscriptions and levies up to the date at which this resignation takes effect.
5. Expulsion of Members
5.1 The Board shall have the right to expel any member who in it's opinion acts unethically or brings the industry into disrepute by giving them 1 month's notice in writing.
5.2 Any member expelled pursuant to Rule 5 shall have the right to appeal against such expulsion. The Board shall, upon receipt of notice from the member of the intention to appeal, summon a General Meeting of members (to be held within 2 months of receiving such notice). The decision of such a meeting shall be final.
6. Office
6.1 The office of CTNZ is Business New Zealand, Lumley House, Wellington or at such other place determined by the Board from time to time. The office is herein referred to alternatively as the Secretariat.
7. Governance
7.1 CTNZ shall be governed by a Board comprising 5 persons 1 of whom is Chair.
7.2 Each Board member must be financial a CTNZ Individual or Honorary member or employee of a CTNZ Company member qualifying under Clause 3.2.
7.3 The Board is responsible for ensuring that the activities of CTNZ are consistent with achieving goals that they set in order to meet CTNZ objectives stated in Clause 2.1.
7.4 The need for replacement Board members is decided by the Board. Replacement Board members must be elected by the membership through a Special General Meeting but allowing for a postal ballot.
8. Executive and Secretarial Services
8.1 The Board may contract out any executive or secretarial services as it sees fit.
9. Election of Board Members and Chair
9.1 Board members are elected at the Annual General Meeting or a Special General Meeting called for the purpose.
9.2 The Chair is provisionally elected by the Board at the first Board meeting held after the election of the Board.
9.3 In the event of the death or resignation of the Chair, the Board shall elect a new Chair who shall hold the position until the next Annual General Meeting.
10. Board Meetings
10.1 14 days notice of a Board meeting shall be given to members of the Board.
10.2 Board meetings are called by the Chair or by any 3 Board members. Board meeting may occur at a physical location or via a telephone or video conference call.
10.3 The Chair shall have a deliberative and where necessary a casting vote. In the absence of the Chair, the Board members present shall appoint a Chair for the duration of the meeting.
10.4 Each other member of the Board shall have 1 vote.
10.5 At all meetings of the Board, any 3 shall form a quorum.
10.6 Resolutions at Board meetings shall be determined on the voices or by show of hands.
11. National General Meetings
11.1 The Annual General Meeting of CTNZ shall be held at a time and place determined by the Board, but not later than 6 months after the end of the financial year.
11.2 Special General Meetings may be called by the Board or by written request to the Chair by 3 or more members qualifying under Section 3.
11.3 A quorum at all National General Meetings shall be 5 members qualifying under Section 3.
11.4 28 days notice of General Meetings shall be given to all members in writing to the members' last known postal or e-mail address.
11.5 Voting at General Meetings shall be determined on the voices or by show of hands provided that any member present qualifying under Section 3 may require a vote to be taken by ballot.
11.6 Voting by proxy shall be allowed provided the proxy is lodged in writing with the Chair prior to the commencement of the meeting.
11.7 A decision by members may be made by postal ballot at the discretion of the Board.
12. Financial Year
12.1 The financial year for CTNZ shall close on 30 June.
13. Subscriptions and Levies
13.1 The basis and rate of subscriptions shall be determined by the Annual General Meeting or any Special General Meeting called for the purpose. It is to be recorded in the minutes of that meeting and shall be the basis and rate until superseded by a subsequent resolution.
14. Source and Investment of Funds
14.1 CTNZ shall have the power to borrow funds. The Board has the authority to borrow funds but it must seek and obtain endorsement of this action at a Special General Meeting called for the purpose prior to committing to the loan.
14.2 The control and investment of the funds whether borrowed or arising from other sources, shall be the responsibility of the Board.
15. Accounts and Financial Records
15.1 Accounts and financial records shall be kept and operated by any organisation or person as the Board may decide. The Board shall determine the nature of the records to be maintained.
15.2 Financial statements shall be presented in the form required by the Board. A set of audited accounts will be presented to members at the Annual General Meeting and at other times to the Board or members as the Board requires.
15.3 A minimum of 2 signatories is required for all financial transactions. The Board decides who are the permitted signatories. A Board member must approve any payment prior to payment.
16. Ctnz Regional Groups
16.1 CTNZ Branches may exist in different geographical areas of New Zealand.
16.2 Regular meetings are called by CTNZ Regions specially for the purpose to conduct activities consistent with the objectives of CTNZ, the notice of which may be circulated among members that nominate alignment to that particular region.
16.3 CTNZ Groups are free to organise their own activities as long as they are consistent with the objectives of CTNZ and do not cause conflict with the rules stated in this constitution.
16.4 CTNZ Group activities are funded by an allocation decided by the Board.
16.5 Groups may apply for funding for special activities by written request to the Board. Appropriate receipts must support any payments.
17. Auditor
17.1 The auditor shall be appointed each year by resolution of the members of the Annual General Meeting provided that, if such a resolution is not taken, the previous auditor will continue to serve.
18. Alteration of Rules
18.1 Any alteration, amendment or addition to these rules may be made at any Special General Meeting called for the purpose.
18.2 A notice of motion to alter the rules from a member qualifying under section 3 must be lodged with the Secretariat not less than 28 days prior to the Special General Meeting at which it is intended an alteration, amendment or addition to these rules is to be considered.
18.3 Any resolution to alter, amend or add to these rules must be carried by a three-fifths majority vote of members.
19. Winding Up
19.1 Any resolution to wind up CTNZ must be carried by a three-fifths majority vote of members at the Special General Meeting called to consider the matter.
19.2 If upon the winding up or dissolution of CTNZ and settlement of all liabilities there remain any assets, these shall be dealt with as directed by the Special General Meeting.
19.3 No addition or alteration of the winding up clauses shall be approved without Inland Revenue Department approval.
20. Indemnity
20.1 No action in law or otherwise shall lie in favour of members or their successors, executors or administrators or other representatives against any other member of the Board or any officer of the Board for or in respect of any act, matter or thing done, or suffered, or purporting to be done, omitted or suffered in pursuance of the provisions of these rules and that notwithstanding any irregularity or informality occurring in or about the doing or omitting or suffering of any act, matter or thing. No member of the Board, Auditor, Executive Officer, or other officer shall be liable for any other members of the Board, Auditor, Executive Officer, or other officer, or for joining in any receipt or document, or for any act or conformity or for any loss or expense happening to the Board unless the same happens from wilful default.
21. Seal
21.1 The Common Seal of CTNZ is at Business New Zealand, Lumley House, Wellington.
21.2 The Seal shall be affixed in the presence of any 2 members of the Board.
21.3 The Seal may only be affixed to a document by resolution of the Board.
21.4 The Seal register shall be maintained by the Board and shall be available at all General Meetings of CTNZ together with copies of all documents duly sealed.
August 2004