CTMES Constitution

INTRODUCTION

A.           Christian Theological and Ministries Education Society Incorporated (in this Constitution referred to as the “Society”) is an incorporated society that was incorporated on 20 February 2002 and is governed by rules dated 23 January 2002 and subsequently varied on 19 October 2007, 26 February 2009, 12 July 2010, 19 April 2011 and 22 July 2016.

B.           The Society has decided to amend this constitution to take effect on registration according to the procedures set out in clauses 9 and 10 of schedule 1 of the Incorporated Societies Act 2022 (the “Act”). This constitution replaces the previous rules of the Society.

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1 Objects and Articles

1.1 Objects

1.1.1 To provide a forum for mutual interchange, understanding, and professional encouragement for providers of Christian theological and ministries education in New Zealand

1.1.2 To foster amongst providers high standards of quality assurance and ethical practice i according to the Code of Ethics as attached to this Constitution [Schedule Two].

1.1.3 To promote Christian and Biblical education and to represent sector interests to Government bodies, departments, and other agencies and bodies whose activities impact upon the operation of members.

1.1.4 To assist the Members in establishing and implementing policies and procedures for determining and maintaining appropriate qualifications and quality standards for the sector.

1.1.5 To promote self-critical and forward-looking evaluation of trends and developments within Christian theological and ministries education.

1.1.6 To co-operate and liaise with other groupings involved in Christian education and with other Private Provider Associations.

1.1.7 To develop and sustain effective relationships with comparable bodies serving the sector internationally, and with comparable bodies serving other educational sectors.

1.2 Defining Articles

1.2.1 Membership in the Society does not in any way restrict a member’s right to participate in any other professional or similar body.

1.2.2 The Society recognizes that groups within its membership, either under the Society’s auspices or separate from it, may wish to support or develop other structures and/or processes to address sectional or other related purposes, interests or issues. The Society seeks, on its part, to ensure clear and mutually appropriate relationships with any such structures or processes.

1.2.3 The Society is committed to recognizing diversity amongst its members in terms of style, ethos etc. and to respect and protect each provider’s integrity, autonomy and theological freedom.

1.2.4 The Society will conduct its business and pursue its goals in such a manner as to respect the integrity and autonomy of its members.

 

2 MEMBERSHIP

2.1 The classes of membership are:

2.1.1 Institutions: held by consenting institutions (Colleges, Schools, other associations) who:

(a) have applied to become Members in accordance with clause 2.3;

(b) have paid the Member subscription set by the Executive Committee from time to time; and 

(c) are registered with an accrediting body approved by the New Zealand Government and meet the following Criteria:

(i) The Institution is involved in Christian theological and ministries education;

(ii) The Institution has formal current student enrolments;

(iii) The Institution supports the Objects and Articles of the Society; and

(iv) The Institution agrees to abide by the Code of Ethics, including the Affirmation of Faith, as set out in Schedule 2 of this Constitution.

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2.1.2 Associate Members: held by:

(a) consenting individuals who are or have been involved in Christian theological and ministries education; and

(b) consenting institutions that are actively involved in Christian education,

provided that they have applied to become Members in accordance with clause 2.3, have paid the Member subscription set by the Executive Committee from time to time (if any) and have agreed to abide by the Code of Ethics, including the Affirmation of Faith, as set out in Schedule 2 of this Constitution.

2.1.3 For avoidance of doubt, Institutions and Associate Members are referred to as:

(a) “Members” throughout this Constitution; and

(b) “Financial Members” provided clause 8.3.5 has been complied with.

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2.2 Procedure for Application for Membership

2.2.1 Initiative regarding membership may be taken by an interested Institution or individual, by a current Member of CTMES, or by the Society itself.

2.2.2 Any consenting person or institution who agrees with the Objects of the Society can submit an application to the Executive Committee, in writing, along with supporting documentation and an application fee as set from time to time by the Executive Committee.

2.2.3 The Executive Committee will verify that the necessary criteria are met.

2.2.4 The Executive Committee may consult with current Financial Members before agreeing to accept the application.

2.2.5 The Executive Committee will inform the applicant, in writing, of the outcome of their application in writing.

2.3 Register for Members

2.3.1 The Executive Committee will keep an up-to-date register of Members containing:

1. each Member’s:

   1. full name;

   2. physical and/or electronic address;

   3. phone number;

   4. date they became a Member;

   5. subscriptions and fees paid (if any);

   6. class of membership;

2. for any institution Member, the name and contact details of the Institution Member representative for General Meetings and record that the representative will be taken to have the Institution Member’s right to vote at a General Meeting;

3. for any Member who has ceased to be a Member within the previous seven (7) years, the name of the Member and date on which they ceased to be a Member; and

4. any other information required by the Executive Committee or by the Act.

2.3.2 Members must notify the Executive Committee of any change to their information recorded on the register of Members. 

2.4 Termination of membership

2.4.1 An Institution, or individual, will cease to be a Member of the Society for any of the following reasons:

(a) Failure to pay membership fees or other levies after six (6) months of the fees or levies falling due in accordance with clause 8.3.4;

(b) The Executive Committee determines that the Member has breached the commitment to any of the stated objects or standards of the Society; or

(c) The Member tenders a letter of resignation.

 

3 Executive Committee

3.1 The Executive Committee will be a committee of no less than five and no more than seven people who are natural persons elected by Financial Members at an AGM.  A majority of the Executive Committee must also be Members of the Society or representatives of bodies corporate that are Members of the Society.

3.2 The election of Executive Committee members will be conducted in the following manner:

3.2.1 a candidate’s written nomination, consent under clause 3.3, and the support of a Member either in writing or by electronic means must be delivered to the Executive Committee fourteen (14) working days before the date of the AGM.

3.2.2 if any vote in an election of Executive Committee members is tied, the tie must be resolved by the incoming Executive Committee (excluding those in respect of whom the votes are tied).

3.3 Prior to election or appointment, every Executive Committee member and officer in accordance with the meaning set out in the Act must consent in writing to becoming an officer and certify that they are not disqualified from being elected or appointed under this Constitution or section 47(3) of the Act.

3.4 A quorum of an Executive Committee meeting will consist of half the membership of the Executive Committee plus one, rounded down.

3.5 Executive Committee members will hold office for three years on a rotational basis, and will be eligible for re-election without re-nomination.

3.6 Executive Committee members will have specific responsibilities depending on what the Society needs to accomplish from time to time.

3.7 As far as possible the Executive Committee will be representative of the constituency of the Society.

3.8 The Executive Committee will meet at least two times a year at such time and place as they may determine and for any special needs. Executive members are expected to attend the AGM.

3.9 Executive members will be reimbursed for expenses incurred in their service to the Society. Such expenses may include travel to Executive Committee meetings.

3.10 Executive Committee meetings may be conducted in person and/or by telephone conference, video conference or any similar means of electronic, audio or audio-visual communication, provided that the Executive Committee members can hear each other well enough to follow the discussion throughout the meeting.  Executive Committee members present in accordance with this clause are eligible to vote and will be counted towards a quorum.

3.11 Executive Committee meetings will be chaired by the Chairperson.  If the Chairperson is absent or unable to act as Chairperson, the Executive Committee meeting will be chaired by the Deputy Chairperson.

3.12 Subject to this Constitution and the Act, each Executive Committee member will be entitled to one (1) vote on any matter being voted on by the Executive Committee. 

3.13 The Executive Committee will endeavour to make decisions by consensus.  Where consensus cannot be reached, subject to this Constitution a majority vote of the Executive Committee members present and eligible to vote at the Executive Committee meeting is required to reach any decision. 

3.14 Where half (1/2) or more of the Executive Committee members present at the meeting are not eligible to vote on a matter because they are interested in the matter in accordance with the Act, the remaining Executive Committee members may vote on the matter. Where only one (1) Executive Committee member remains a Special Meeting of the Society must be called to determine the matter.

 

4 OFFICERS OF THE SOCIETY

The Society will appoint the following officers:

4.1 Chairperson: The Executive Committee shall appoint one of its members to be the Chairperson of the Society.

4.1.1 In addition, the Executive Committee shall appoint one of its members to be Deputy Chairperson so that the Chairperson position would be immediately filled if unforeseen circumstances left it empty.  The Chairperson or Deputy Chairperson will not have a casting vote in the event of a tied vote at an Executive Committee meeting or a General Meeting.

4.2 Executive Director: The Executive Director will be appointed by the Executive Committee with an appropriate job description and contract.

4.2.1 The Executive Director will be accountable to the Executive Committee,

4.2.2 The Executive Director will be remunerated at a rate determined by the Executive Committee, normally only for work that is done outside of Executive meetings or AGMs

4.2.3 Unless otherwise determined by the Executive Committee, the Executive Director will be one (1) of up to three (3) contact persons for the Society.  The Executive Committee may appoint additional contact persons, noting that all contact person/s must be at least 18 years of age and ordinarily resident in New Zealand. The Society must give notice to the Registrar of Incorporated Societies of any changes to the contact person/s.

4.3 Treasurer: The Treasurer will be appointed by the Executive Committee with an appropriate job description and contract.

4.3.1 The Treasurer will be accountable to the Executive Committee.

4.3.2 The positions of Executive Director and Treasurer may be held concurrently by the same person.

 

5 REMOVAL FROM OFFICE

5.1 The Chairperson, Deputy Chairperson, Executive Director, or Treasurer, or any member of the Executive Committee shall cease to hold that office if the Executive Committee decides, by a majority vote of those present at a duly constituted meeting, that he or she is unable or unfit to continue to carry out his or her duties.

5.2 A member of the Executive Committee shall cease to hold the office of the Executive Committee if the member:

(a) misses two committee meetings without apology or satisfactory explanation;

(b) dies;

(c) resigns;

(d) becomes disqualified under section 47(3) of the Act; or

(e) otherwise becomes disqualified to be an Executive Committee member of the Society in accordance with this constitution.

 

6 SOCIETY BUSINESS

6.1 Contracting Method

6.1.1 Documents will be executed for the Society pursuant to a resolution of the Executive Committee, and the Society may enter into contracts by two (2) Executive Committee Members signing under the name of the Society or any other method approved in the Act.

6.2 Control of Finances

6.2.1 The Executive Committee shall be responsible for the collection and expenditure of Society funds.

6.2.2 The Executive Director will be permitted to exercise discretionary spending for administrative needs up to a monthly amount set from time to time by the Executive Committee.

6.2.3 Approval for the purchase of major assets or spending on large projects must be carried by a vote of Members at an AGM or special meeting.

6.2.4 The Treasurer shall be responsible for the payment of accounts, production of financial statements in accordance with the Act, and budgets, and for ensuring the fiscal operations of the association accord both with recognised business practice and the Society’s Code of Ethics.

6.2.5 The Executive Committee may choose to invest Society funds provided sufficient funds will always be available for Society activities. The Executive Committee will take professional advice to ensure prudent investment of funds.

6.2.6 The Executive Committee may allow the Society’s accounts to operate in a bank overdraft provided that the amount of overdraft is less than 10% of the anticipated levies to be collected in that year.

6.2.7 The Society may not borrow funds unless a motion to borrow is carried by the Financial Members at a General meeting.

6.2.8 Money on account: All moneys received on account of the Society shall be paid into the designated bank account of the Society and shall be acknowledged by an officer or a paid employee of the Society.

6.2.9 Endorsement: negotiable instruments requiring the endorsement of the Society may be endorsed by such person or persons as the Executive Committee shall from time to time appoint.

6.2.10 Account books: The Treasurer shall keep, or cause to be kept, a proper account of the income and expenditure of the Society, and of the matters in respect of which such income and expenditure arises and takes place respectively, and of the property, credits and liabilities of the Society, in books to be provided for that purpose, and shall produce the account books, properly written up, when required by the Executive Committee.

6.2.11 Financial year: The financial year of the Society shall be from the first day of January to the thirty-first day of December in each year,

6.2.12 Annual Accounts: The annual accounts and financial statements of the Society made up to the thirty-first day of December shall be duly audited by the auditor of the Society, and shall be printed and issued to every Member, together with the notice of the Annual General Meeting.

6.2.13 An auditor shall be appointed at the Annual General Meeting and shall be a Member of the New Zealand Society of Accountants. The remuneration of the auditor shall be determined by the Executive Committee which shall have power to fill any casual vacancy in the office of the auditor.

6.2.14 Filing requirements: The Treasurer or the Executive Director shall file with the Registrar of Incorporated Societies the financial statements required to be filed under the Act.

6.3 Spokesperson

6.3.1 A spokesperson will be appointed by the Executive Committee as required, and nobody shall speak on behalf of the Society unless so appointed.

6.3.2 The Executive Committee will ensure the diversity of views within the Society is recognised in any public statement so made.

6.4 Powers of Executive Committee

6.4.1 The operation and affairs of the Society must be managed by, or under the direction or supervision of, the Executive Committee.  The Executive Committee has all of the powers necessary for managing, and for directing and supervising the management of, the operation and affairs of the Society.  Without in any way limiting this, the Executive Committee shall have the following powers:

(a) It may make by-laws and regulations for the internal conduct of the Society and engage such staff as may be necessary for the conduct of the Society.

(b) It shall make provision for the opening and operation of such bank account or accounts as may be deemed necessary for the purposes of the Society.

(c) It shall ensure that proper books of account are kept by the Treasurer who shall present timely financial statements to the Executive Committee and an annual statement of income and expenditure, together with a balance sheet to the Members at the Annual General Meeting.

6.5 Alteration of Rules of the Constitution

6.5.1 The Rules of the Society may be altered, added or rescinded at any general meeting provided that notice in writing setting out such alteration, addition or rescission has been sent to Members with the notice of the meeting, not less than twenty-one clear days prior to the meeting.

6.5.2 The Executive Committee shall within seven days register any such alteration, addition or rescission with the Registrar of Incorporated Societies.

6.5.3 The Executive Committee may amend the terms of this Constitution by a unanimous resolution of the Executive Committee if the amendment:

(a) has no more than a minor effect; or

(b) corrects errors or makes similar technical alterations,

PROVIDED THAT the Executive Committee provides written notice of the amendment to every Member of the Society, with the notice stating:

(i) the text of the amendment; and

(ii) the right of the Member to object to the amendment.

(c) If no Member objects within twenty (20) working days after the date on which the notice is sent, the Executive Committee may make the amendment.

(d) If a Member objects to the amendment made under clause 6.5.3 within twenty (20) working days after the date on which the notice is sent, the Society may not make the amendment under this clause.

6.6 By-laws

6.6.1 The Executive Committee shall make, alter or rescind by-laws not inconsistent with these Rules for the conduct and behaviour of Members or any other matter related to the affairs of the Society. By-laws shall take effect and become binding on all Members twenty-one days after notice of the by-laws has been given in writing to all Members, unless within that time written notice of objection signed by ten Financial Members is received by the Executive Director, in which case such notice shall be deemed to be a requisition for the purpose of convening a Special Meeting of Members.

6.6.2 A copy of the rules and by-laws and regulations for the conduct of the Society shall always be open to inspection by Members.

6.7 Indemnity and Insurance

6.7.1 The Society may, with the authority of the Executive Committee, indemnitfy and/or obtain insurance for an officer for:

(a) liability (other than criminal liability) for a failure to comply with:

(i) a duty under section 54 to 61 of the Act (officers’ duties); or

(ii) any other duty imposed on an officer in their capacity as an officer of the Society; and/or

(b) costs incurred by the officer for any claim or proceeding related to a liability under clause 6.7.1(a).

6.7.2 The Society may indemnify or obtain insurance for an officer, Member or employee in accordance with the Act.

6.7.3 In this clause 6.7 the term “officer” is to be interpreted in accordance with section 5 of the Act.

6.8 Powers of the Society

6.8.1 Subject to clause 6.5.3, the Society has full capacity, powers and privileges, as set out in section 18 of the Act.

6.8.2  The Society is a not-for-profit entity and, unless acting in accordance with the Act and this Constitution, it will not pay any dividend or part of its money, property or other assets to its Members.

6.8.3 The Society may only borrow funds if a motion to borrow is carried by the Financial Members at a General Meeting.

7 MEETINGS

7.1 Meeting Procedure

7.1.1 Minutes of all General Meetings (being both Annual General and Special Meetings), Executive Committee meetings and subcommittee meetings shall be kept by the Executive Committee.

7.1.2  General Meetings may be conducted in person and/or by telephone conference, video conference or any similar means of electronic, audio or audio-visual communication, provided that the Members can hear each other well enough to follow the discussion throughout the meeting.  Financial Members present in accordance with this clause are eligible to vote and will be counted towards a quorum.

7.1.3  General Meetings will be chaired by the Chairperson.  If the Chairperson is absent or unable to act as Chairperson, the General Meeting will be chaired by the Deputy Chairperson.

7.1.4  A quorum consists of two-thirds (2/3) of Financial Members present and eligible to vote, including proxies.

7.2 Annual General Meeting

7.2.1 The Society will have an Annual General Meeting (AGM), which shall be called by the Executive Committee and must be held no later than six (6) months after the Society’s balance date and no later than fifteen (15) months after the previous Annual General Meeting.

7.2.2 The AGM will appoint the Executive Committee and the Auditor.

7.2.3 At least thirty (30) days prior to the AGM, the Executive Committee will give notice (by mail or e-mail) of the AGM to all Members, with the notice setting out the time and place of the AGM, along with the manner by which candidates can submit their written nominations in accordance with clause 3.1 and submit a Financial Member motion in accordance with clause 7.2.6.  At least seven (7) days prior to the Annual General Meeting, the Executive Committee will give notice setting out sufficient detail of the business to be discussed at the Annual General Meeting, including any Financial Member or Executive Committee motions to be voted on and the details of candidates for election to the Executive Committee.

7.2.4 The Executive Committee may put forward motions for the Society to vote on, which will be notified to Members in accordance with clause 7.2.3.

7.2.5 At the AGM the Executive Committee must present:

(a) an annual report on the operations and affairs of the Society during the most recently completed accounting period;

(b) the financial statements of the Society for that period; and

(c) notice of the disclosures, or types of disclosures, made under section 63 of the Act (disclosure of interests) during that period (including a brief summary of the matters, or types of matters, to which those disclosures relate).

7.2.6 A Financial Member may request that a motion be voted on at an Annual General Meeting by giving notice to the Executive Committee at least fourteen (14) days before that Annual General Meeting.  The Financial Member may also provide information in support of that motion.  Notice of a Financial Member motion must be given to Members in accordance with clause 7.2.3.

7.3 Special Meetings

7.3.1 A special meeting may be requested by any Financial Member and may be called by the Executive Committee for the following reasons:

7.3.2 Special issues related to standards setting bodies such as the New Zealand Qualifications Authority (NZQA), the Tertiary Education Commission (TEC), or the Ministry of Education (MOE) which require attention by Members.

7.3.3 Matters of sufficient concern that are in accordance with the stated purposes of the Society.

7.3.4 The need to decide on important matters such as purchase of assets or involvement in projects.

7.3.5 A written request with all Members by electronic means may be used for special meetings, provided that 60% of Financial Members respond.

7.3.6 Where a matter is required to be considered in accordance with clause 3.14.

7.4 Voting

7.4.1 Generally issues will be decided by consensus but where Society issues need to be resolved by voting the following will apply:

7.4.2 Each Financial Member (whether Institutions or Associate Members) present at a General Meeting is entitled to 1 vote;

7.4.4 If a vote is necessary for Executive Committee member election each Financial Member present and eligible to vote will indicate their preference for candidates up to the number required to fill the vacancies. Selection will be made on the basis of the highest polling candidates up to the number required to fill the vacancies;

7.4.4 Acceptance of a motion will require sixty percent (60%) of the votes of Financial Members present and eligible to vote at the meeting except for a motion to change the constitution or for liquidation which will require a seventy-five percent (75%) majority;

7.4.5 A Member may delegate their proxy to another Member provided the notice of proxy is registered in writing with the Chairperson or Executive Director twenty-four (24) hours before the stated time of commencement of the meeting for which the proxy applies.  Financial Member proxies so delegated will be present and entitled to vote at a General Meeting, and count towards a quorum.

8 MEMBERSHIP FEES

8.1 Fee Setting

8.1.1 The Treasurer and/or the Executive Director will produce an annual budget for the approval of the Executive Committee.

8.1.2 The Executive Committee will use the budget to propose a fee.

8.1.3 The proposed fee will be presented for approval at the AGM. If the fee is not accepted the Executive Committee will reconsider it on the basis of specific recommendations made by the AGM.

8.2 The Fee

8.2.1 Following the approval of the proposed fee at the AGM in accordance with clause 8.1.3 the Executive will set the fee that applies to all Members. For avoidance of doubt the fee payable by Members will be the same amount for both Institutions and Associate Members.

8.3 Payment of Fees

8.3.1 The due date for payment of fees will be thirty (30) days after the invoice is sent.

8.3.2 The Treasurer or the Executive Director will mail or e-mail a request for fee payments at least thirty (30) days in advance of the due date for payment.

8.3.3 Payments not received within thirty (30) days of due date may be subject to a penalty as set by the Executive Committee from time to time.

8.3.4 Fees not paid within six (6) months of falling due will lead to forfeiture of membership.

8.3.5 A Member (being both Institutions and Associate Members) is only entitled to exercise the rights of membership, including voting at General Meetings, if all fees have been paid to the Society by their respective due dates.  The term “Financial Members” is used to refer to such Members throughout the Constitution.

 

9 REQUEST FOR REMOVAL FROM REGISTER OR LIQUIDATION OF SOCIETY

9.1 If at any time the Society becomes non-operational or it is desirable for the Society to be wound up and cease to operate, a resolution regarding the disposal of surplus assets (if applicable) must be made under clause 10 of this Constitution and under the power given to the Society in section 215 of the Act.  The Society may then request to be removed from the register in accordance with section 176(1)(a) of the Act.  A resolution authorising a request for the Society’s removal from the register must be made in accordance with clause 9.3. The resolutions described in this clause may be made at the same meeting of the Society.

9.2 The Society may be put into liquidation by first resolving to appoint a liquidator in accordance with clause 9.3.  A resolution regarding the disposal of surplus assets must then be made in accordance with clause 10.

9.3 The Society may resolve to authorise a request for the Society’s removal from the register or to appoint a liquidator in accordance with the provisions of Part 5 of the Act subject to the following modifications:

(a) the Committee shall give twenty (20) working days’ notice of the General Meeting of all the Members at which the resolution is to be considered;

(b) the Notice must include the matters required under section 228(4) of the Act;  and

(c) the resolution must be passed by a seventy-five percent (75%) majority of the Financial Members present and entitled to vote.

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10 SURPLUS ASSETS ON REQUEST FOR REMOVAL FROM REGISTER OR LIQUIDATION

10.1 On a Financial Member vote in accordance with clause 9.1 or 9.2, any remaining portion of the Society’s funds or the net proceeds arising from the sale of the assets of the Society must be applied, after payments of all liabilities, towards such not for profit entities involved in Christian education within New Zealand whose purposes align with the Purposes of the Society as may be determined by a seventy-five percent (75%) majority of the Financial Members in accordance with clause 10.2.

10.2 A resolution providing for the disposal of the Society’s surplus assets must be made in accordance with the provisions of Part 5 of the Act subject to the following modifications:

(a) the Committee shall give twenty (20) working days’ notice of the General Meeting of all the Members at which the resolution is to be considered;

(b) the notice must include the matters required under section 228(4) of the Act;

(c) the resolution must be passed by a seventy-five percent (75%) majority of the Financial Members present and entitled to vote; and

(d) the resolution must set out which not for profit entities involved in Christian education within New Zealand the Society’s surplus assets shall be applied to in accordance with clause 10.1.

10.3 To be clear, a resolution under this clause 10 may be made at the same General Meeting as a resolution under clause 9.

11 DISPUTES RESOLUTION PROCESS

11.1 The Society’s complaints and disputes resolution procedures are set out as Schedule one of this Constitution, forming part of this Constitution.