CONSULTATION BRIEF FOR PLNZ MEMBERSHIP ON REVISED CONSTITUTION

WHY IS PLNZ UPDATING ITS CONSTITUTION?

PLNZ is an Incorporated Society registered under the Incorporated Societies Act 1908.  The legal name is the Association of Public Library Managers (APLM), often referred to as the Association.

This Act was significantly updated and amended in 2022 and supersedes the 1908 version. The new Incorporated Societies Act 2022 came into effect on 5 October 2023 which is the date from which all existing societies may reregister under the 2022 Act. Societies and Associations like PLNZ have until 5 April 2026 to reregister.

Until an Association reregisters, it must operate under and comply with the 1908 Act, but if an Association does not reregister by 5 April 2026, then legally it will cease exist, with the following implications:

• The Committee will no longer have the right to make decisions on behalf of the Association, such as, deciding what happens to any assets it owns. The Registrar could direct how to distribute them instead.
• If the Association ceases to exist legally, this means that members could be held personally liable for debts or obligations (such as leases and contracts) owed by the Association.

As PLNZ has an ongoing role and wishes to continue to support New Zealand public libraries and their staff, as well as avoid the consequences above, PLNZ will need to update its Constitution to include the requirements of the 2022 Act and re-register before 5 April 2026.

HOW IS PLNZ UPDATING ITS CONSTITUTION?

The Incorporated Societies Act 2022 has a number of new requirements not present in the 1908 Act, and not reflected in the current APLM Constitution, so an essential first step to reregistration is to update the current Constitution. Please see the current PLNZ Constitution here.

This process will include incorporating the requirements of the 2022 Act, as well as resolving a number of internal inconsistencies with the current Constitution.

Rather than attempting to use the current Constitution as a starting point, for consistency and certainty that all the requirement of the 2022 Act have been included, the constitutional review process was initiated using the new constitution template provided by the New Zealand Companies Office (companiesoffice.govt.nz), which is the home for information on the Incorporated Societies Act 2022 and the reregistration process.

In addition, when the revised draft of the APLM Constitution was developed, this draft was cross referenced with the current Constitution (November 2023) to incorporate any key information and also provided to the Executive Director of the Australasian Society of Association Executives (AuSAE) for peer review.

Feedback from this peer review has been incorporated into the latest version of the revised draft Constitution, available here.

KEY CHANGES IN REVISED CONSTITUTION

The key changes in the revised draft APLM (PLNZ) Constitution are as follows:

3. Vision, Mission and Objects

The vision, mission and objectives of PLNZ from the 2023 version of the Constitution (Cl.2.1-2.3) have been copied to the revised draft (Cl.3.1-3.5) unchanged.

Cl 3.3 in the revised draft outlines the tikanga or culture  of the organisation. This is an optional clause and replaces content from S.4 of the 2023 Constitution.

This clause presents an opportunity for PLNZ to include values based on advice from the Tūmatakahuki te Tāngata project. The values recommended and included in the draft Constitution are Kotahitanga (Unity), Manaakitanga (Care) and Aratakina (Guidance).

Subject to endorsement of the proposed draft Constitution, PLNZ intends to explain these values in more detail through whakataukī and reflect these through everything it does.

Cl.3.5.4 in the revised draft (and Cl.2.3.4 in the 2023 Constitution) refer to building strong relationships with stakeholders and strategic partners. This clause is considered to include the specific relationship between PLNZ and LIANZA (referred to in S.18 of the 2023 Constitution) as well as collaboration with other potential partners. Consequently, S.18 of the 2023 Constitution and specific reference to LIANZA has not been included in the revised draft.

Mandatory clauses on the primary purpose of the society are included as Cl.3.6-3.8 of the revised draft. This content replaces S.15 of the 2023 Constitution.

5. Registered Office

This clause in the revised draft is recommended and notes that the registered office of the Association will be in New Zealand.

This clause has a different intent from S.19 in the 2023 Constitution that states that the activities of the Association will be limited to Aotearoa New Zealand. This clause has not been included in the revised draft as it could be interpreted as precluding collaboration with organisations outside New Zealand, such ALIA, CILIP, ALA, PLA, etc.

6. Members

Mandatory clauses on membership of the society are included as Cl.6.1-6.15 of the revised draft. This content replaces S.3 of the 2023 Constitution.

The revised draft constitution includes all PLNZ membership categories and their entitlements whereas the 2023 Constitution was silent on Affiliate and Life Membership.

Additionally, the revised draft includes the requirement of the 2022 Incorporated Societies Act for all membership applications to be in writing and signed by the applicant, with applications for Additional Membership endorsed and signed by the Full Member, as well as the mandatory information required on the application form.

To ensure compliance with the membership rules and record keeping requirements of the 2022 Act, PLNZ will need develop and use a number of new forms and retain this information as required by the Act.

7. Annual General Meetings

Mandatory clauses on Annual, Special and General Meetings of the society are included as Cl.7.1-7.21 of the revised draft. This content replaces S.11 of the 2023 Constitution.

A key change is the removal of ‘Review the subscription rates and set them for the coming year’ from Cl.11.6 in the 2023 Constitution and the proposed delegation of setting the annual subscription rates to the Committee, with the Treasurer responsible for the development of the annual budget (including annual Member subscription rates) (Cl.11.2.4 in revised draft constitution).

This change will resolve the current incongruence in the 2023 Constitution and previous versions where annual subscription rates are required to be set at the Annual General Meeting (usually October each year) while the annual budget is set four months earlier (usually June each year).

9. Committee

Mandatory clauses on the composition, election, responsibilities and powers of the Committee are included as Cl.9.1-9.16 of the revised draft. This content replaces S.5-S.10 of the 2023 Constitution.

On the recommendation of the Tūmatakahuki te Tāngata Working Group, the proposed Committee has been expanded to include two Māori Advisor roles. The proposed term and responsibilities of these roles are detailed in Cl.9.4.6 of the revised draft. Subject to endorsement of the proposed draft Constitution, expressions of interest would be invited for these roles on the Executive Committee which are not linked to any particular iwi affiliation or location within New Zealand.

Importantly, Cl.9.2 of the revised draft constitution includes the new requirement for every Committee member to consent in writing to be a Committee member and to certify that they are not disqualified from being appointed to or holding office. PLNZ will develop and use a new Officer Consent Form for this purpose.

In terms of the Incorporated Societies Act 2022, the Executive Director is also a member of the Committee and required to make the declarations under Cl.9.2.

Under the 2022 Act, PLNZ is required to retain these records and can be fined if the records are not kept or in order.

Cl.9.8 of the revised draft constitution is modelled on Director’s duties in the Companies Act 1993 and outlines the duties of Committee members, which expands on and replaces the Code of Ethics in S.4 of the 2023 Constitution.

Cl.9.15 of the revised draft constitution provides guidance on what constitutes a conflict of interest and managing these conflicts when they arise. In addition, AuSAE has developed a Conflict of Interest Policy template which can be adapted for PLNZ and will need to be endorsed by the Executive Committee.

11. Finances

Mandatory clauses on the financial management and audit of the society are included as Cl.11.1-11.3 of the revised draft. This content replaces S.13 of the 2023 Constitution.

In Cl.11.2.2 the delegation of financial authority within PLNZ is outlined. The delegation levels have been copied directly from the 2023 Constitution S.13.2 and revised as follows:

• Below $1,000: Executive Director
  No change
  
  
• $1,000 - $5,000: Executive Director plus one other banking authoriser - preferably the Treasurer
  No change
  
  
• $5,000 - $10,000: A majority of the Executive Committee members present at the meeting including two office holders
  Proposed change:
  $5,000 - $50,000: A majority of the Executive Committee members present at the meeting including two office holders.
  Reason for change:
  Since the NZLPP, PLNZ has been increasingly managing projects and contracts up to $50,000 and it would be unnecessarily time consuming to seek membership endorsement on every occasion for these projects. PLNZ already has and will continue to have independent external auditing of its financial processes.

• $10,000-$25,000: Unanimous vote of the Executive Committee members present at the meeting.
  Proposed change:
  $50,000-$100,000: Unanimous vote of the Executive Committee members present at the meeting. 
  Reason for change:
  This change follows the one above to enable the Executive Committee to approve signIficant projects with higher budgets.

• $25,000-$100,000: a simple majority of membership vote is required to approve the expenditure.  This may be done at an Annual General Meeting or at a special general meeting called for that purpose.
  Proposed change: 
  Over $100,000: a simple majority of membership vote is required to approve the expenditure.  This may be done at an Annual General Meeting or at a special general meeting called for that purpose.
  Reason for change:
  This change follows the one above to empowers the PLNZ membership to approve projects with  budgets over $100,000.

• Over $100,000: a 75% majority of membership vote is required to approve the expenditure; this may be done at an Annual General Meeting or at a Special General Meeting called for that purpose.
  Proposed change:
  Delete this delegation
  Reason for change:
  Delegation for projects over $100,000 is already covered by the delegation above

12. Dispute Resolution

Mandatory clauses on dispute resolution are included as Cl.12.1-12.3 of the revised draft. This content replaces S.20 of the 2023 Constitution but provides more detail on the process to be followed.

In addition, AuSAE has developed Dispute Resolution Policy template which can be adapted for PLNZ. Adoption of this policy by the PLNZ Executive Committee would also require a Dispute Submission Form to be developed and made available on the PLNZ public and Members websites.

13. Winding Up

Recommended clauses on winding up and mandatory clauses on disposal of assets are included as Cl.13.1-13.2 of the revised draft and replaces Cl.16.6-16.8 in the 2023 Constitution.

14. Alteration to the Rules

Mandatory clauses on changes to the Constitution are included as Cl.14.1-14.4 of the revised draft and replaces S.16 in the 2023 Constitution.

Common Seal

S.22 from the 2023 Constitution describing the custody and use of the Common Seal of the Association has not been included in the revised draft Constitution as this clause is no longer mandatory and considered a redundant process in a digital age.

WHAT HAPPENS NEXT?

The PLNZ Executive Committee wanted to inform you of the proposed changes to the PLNZ Constitution, to explain why these changes were being proposed and to give you the opportunity to provide feedback, raise any queries or concerns and generally have your say on this foundational document of our Association.

PLNZ intends to collate and consider all your feedback, make any changes agreed by the Committee and then present a further revised Constitution to the PLNZ membership at the Annual General Meeting or a Special General Meeting for endorsement before the end of this calendar year.

It is also intended to develop a Q&A sheet based on your feedback and queries with explanation of the key changes to accompany the updated Constitution for the Annual or Special General Meeting.

Subject to endorsement of the updated Constitution by the membership, PLNZ will proceed to reregister the Association which will include providing the Registrar with a copy of the revised and adopted Constitution.

Following reregistration, PLNZ will need to implement and adhere to the requirements of the new Act embodied within its new Constitution, including:

• All current and future PLNZ Committee members will need to sign the Officer Consent form, including the Executive Director. PLNZ will need to retain these records.
• Signed membership applications will be required for all new members from this time forward, and these records also need to be retained by PLNZ
• The new conflict of interest and dispute resolution requirements and processes will need to be endorsed by the Executive Committee, implemented and followed in accordance with the requirements of the new Constitution and the 2022 Act.

On behalf of the PLNZ Executive Committee, I thank you in advance for your consideration of and feedback on the proposed draft Constitution.

Bernie Hawke
Executive Director