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Constitution

The constitution, which is a legal requirement, is the governing regulations of our organisation. The executive committee review this document annually prior to our Annual General meeting to ensure it provides appropriate governance. Specific rules and regulations are added and updated as required by the executive committee.

To view any area of the constitution click on the topic required in the contents

 

1.0 Name

The Organisation shall be called Health Informatics New Zealand Incorporated.

2.0 Interpretation

"Organisation" means Health Informatics New Zealand Incorporated.
"Executive" means the Executive Committee of the Organisation as provided for in this Constitution.
"General Meeting" means any advertised gathering of members of the Organisation.
"Correspondence/Communication" means electronic mail (Email), facsimile or postal unless specifically stated

3.0 Mission Statement

To foster throughout New Zealand the development of knowledge and the utilisation of Informatics within all areas of clinical practice, education, research and the provision of healthcare generally.

4.0 Registered Office

The registered office of the Organisation shall be:

14 High Street
Devonport
Auckland 0624

Postal Address of the Organisation shall be:

P O Box 32 515
Devonport
Auckland 0744

Or at such place as may be determined by the Executive Committee from time to time and due notice of which shall be given to the Registrar of Incorporated Societies.

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5.0 Membership

5.1 Qualification

Any person interested in the mission and activities of the Organisation. There will be four membership types:

  • Individual membership
  • Group membership
  • Honorary membership: Will be offered at the discretion of the executive committee and be without a subscription fee
  • Affiliate membership: Will be for "like health Informatics organisations" as determined by the Executive Committee

5.2 Admissions

Applicants will be admitted to membership after payment of the annual subscription.

5.3 Resignations

Any member of the Organisation may resign by communicating to the Executive Officer at any time, but shall not be entitled to a refund of any subscription paid. Any member, who remains non-financial for longer than six months and after communication of overdue fees, shall be deemed to be non-financial and have resigned.

5.4 Expulsion of a Member

Complaint
Any complaint against a member must be made in writing and served on the Organisation at its Registered Office. The Executive Committee shall, at its next meeting consider the complaint.

Notice to Member
Particulars of the complaint shall be notified to the member in writing at least two weeks before the meeting of the Executive Committee at which the matter is to be considered.

Hearing
The Executive Committee shall give the member an opportunity to be heard or to make written submissions, or both, in response to the allegations. In a case where the complaint relates to misconduct detrimental to the interests of the Organisation, the Executive Committee may after hearing the evidence and reading the submissions resolve to expel the member.

Decision
The decision of the Executive Committee shall be communicated to the member in writing and in the event of an adverse decision the member shall, subject to Rule 5.4(v), cease to be a member 14 days after the Executive Committee has communicated its decision to the member.

Appeal
In any case the member shall have the right to appeal the decision to the Executive Committee sitting in a general meeting. The intention to appeal shall be communicated to the secretariat of the Organisation not less than 14 days after the decision of the Executive Committee has been communicated in writing to the member.

Membership:
In the event of an appeal under Rule 5.4(v) the appellant's membership of Organisation shall not be terminated until after the appeal and not unless the decision of the Executive Committee sitting alone, is upheld by simple majority of members of the Organisation in a general meeting and after the appellant has been heard. In such event, membership will be terminated on the date of the general meeting, at which the decision of the Executive is upheld, by the general meeting. A further written decision of the outcome shall be sent to the member.

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6.0 Subscription

  • 6.1 Subscriptions will be set annually at the Annual General Meeting, provided however, that the Executive Committee may from time to time alter the subscription.
  • 6.2 Annual subscriptions shall be due and payable in advance.
  • 6.3 If the annual subscription is not received within six months of falling due, membership will expire as per Rule 5.3, unless the Executive Committee agrees otherwise.

7.0 Executive

7.1 Composition of Executive

The Annual General Meeting shall elect not less than eight and no more than twelve financial members to constitute the Executive. Committee Members of the Executive Committee will appoint the positions of Chairperson, Vice-Chairperson and Treasurer.

No Executive member shall hold the same appointment position for more than two years except when no suitable replacement can be found. The Executive Committee shall then hold a vote, which would require a two thirds (2/3rds) majority to extend the term for a further year.

The Executive will appoint an Executive Officer to perform administrative duties on behalf of the Organisation.

The Executive may co-opt further representatives to serve on the Executive. Representatives may be from the Ministry of Health, District Health Boards, ACC, academic organisations, Government industry development organisations, Industry development organisations or such other organisations or individuals as the Executive may determine.  Representatives co-opted by the Executive under this Rule have no voting rights on the Executive.

7.2 Nomination of Executive Members

The name of any member accepting nomination for election or re-election to the Executive Committee shall be communicated to the Executive Officer seven days prior to the date of the Annual General Meeting, proposed and seconded by two members of the Organisation. If the members at the Annual General Meeting agree, verbal nominations may be proposed and seconded at the Annual General Meeting.

7.3 Election of Executive

If the nominations number the same or less than the vacancies for the committee, all shall be deemed as duly elected. Should voting be necessary a ballot will be held. Each member of the Executive has one vote, except co-opted members under Rule 7.6 who have no voting rights on the Executive.

7.4 Resignation of Executive Members

Executive members may communicate at any time their intention to resign from the Executive Committee but shall not be entitled to a refund of any subscription paid. In the event of any elected member resigning, the Executive Committee shall have the power to appoint a financial member to the vacancy. A member appointed to fill a vacancy in this manner shall retire at the next Annual General Meeting following the appointment and shall be eligible for re-election.

7.5 Removal from Office

Any person(s) holding any position in the Organisation may be removed from that position by resolution at a meeting of the Executive Committee when a quorum is present and the vote must be carried by a majority of two thirds (2/3rds) of the elected members.

7.6 Executive Meetings

The Executive Committee shall meet a minimum of six times per year. Elected members must not miss more than two consecutive Executive meetings in a year. If an Executive member does miss several meetings they may be asked to vacate their position on the Executive.

7.7 Quorum

At any Executive Committee meeting two thirds (2/3rds) of the total elected Executive members shall constitute a quorum.

7.8 Absence of Quorum

At the discretion of the Chairperson (or the Chairperson's nominee), the meeting may proceed with its business, but all resolutions passed must be confirmed by a simple majority either electronically or at the next Executive Committee meeting. If any resolutions are not so confirmed at the subsequent meeting, those resolutions shall be null and void.

7.9 Powers of the Executive

The Executive Committee shall have a controlling role in the management of the affairs of the Organisation to meet the objectives. Commitment of funds in excess of $1000 shall require approval of a simple majority of the Executive Committee by way of vote at any meeting of the Executive Committee.

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8.0 Finance

8.1 Record of Accounts

The Treasurer shall keep proper records of accounts and present a report at the Executive Committee meetings and General Meetings. The accounts will be reviewed and a Financial Statement prepared up to the last day of March each financial year, and shall be presented by the Treasurer to the Annual General Meeting following the end of the financial year to which the accounts relate. The Treasurer will present a financial report and a current budget for the financial year to the Annual General Meeting for approval.

8.2 Financial Year

The financial year of the Organisation shall commence on the first day of April of each year.

8.3 Borrowing Powers

The Organisation may borrow money from banks or other financial institutions upon such terms and conditions as the Executive Committee sees fit, and may secure the repayment thereof by charging the property of the Organisation.

The Organisation may invite and accept deposit of money from any member on such terms the Executive Committee may determine from time to time.

8.4 Preparation of Annual Financial Statement

The Organisation's Accountant shall be a member of the New Zealand Society of Accountants and shall not be a member of the Executive Committee. The Accountant will be elected annually as a member of the Organisation and shall be eligible for re-election. In the case of a vacancy occurring during the financial year, the Executive Committee may appoint an Accountant to hold the office until the beginning of the next financial year.

At the end of each financial year the accounts of the Organisation shall be reviewed and a Financial Statement prepared for approval of the Executive and tabled at the Annual General Meeting. The Executive Committee may require the accounts of the Organisation to be audited at any other time during the financial year.

8.5 Honorary Solicitor

The Organisation may at its discretion appoint an Honorary Solicitor to advise and assist the Organisation.

8.6 Bank Account

The funds of the Organisation shall be under the control of the Executive Committee and all cheques and/or bank transfers shall be authorised by any two of the Executive Committee, providing one is the Treasurer, Chairperson, or Vice-Chairperson. An account in the name of the Organisation shall be kept in a branch of the bank nominated by the Organisation.

8.7 Use of funds

The funds of the Organisation can only be applied towards the presently stated charitable purposes or objectives. The Executive Committee and/or members of the Organisation cannot authorise use of funds for non-charitable purposes. Neither this constitution nor any rules of the Organisation may be altered in any way so as to allow use of funds for non-charitable purposes.

8.8 Personal Benefit

Any income or advantage shall be applied to the charitable purposes of the Organisation. No member of the Organisation or any person associated with a member shall participate in or materially influence any decision made by the Organisation in respect of any payment to or on behalf of any member or associated person, benefit or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arms length transaction (being the open market value). The provisions and effects of this clause shall not be removed from this document and shall in any event be deemed to be included in and implied into any document replacing this document.

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9.0 Meetings

9.1 Annual General Meeting

The Annual General Meeting shall be held each year at a time and location determined by the Executive Committee for transacting the following business:

  1. To receive the Annual Report of the Chairperson.
  2. To receive and approve the Financial Statement of Accounts.
  3. To confirm the Executive members elected for the following year.
  4. To consider any other relevant business.

9.2 Notice of Annual General Meeting (AGM)

The notice shall be communicated to every member of the Organisation. The notice shall be issued at least 21 clear days prior to the date of the AGM and shall include an agenda. The non-receipt of such notice by any person entitled to receive notice shall not invalidate any resolutions passed at the meeting.

9.3 Chairperson

At all General Meetings and meetings of the Executive, the Chairperson of the Organisation shall be the chairperson, or if absent, the chairperson shall be an Executive member nominated by the Chairperson.

9.4 Proxies

A member may appoint a person as the member's proxy to attend and vote for the member at a meeting. An appointment of a proxy is only valid if the member making the appointment signs the proxy form, which is communicated to members at the time of meeting notification.

9.5 Voting

At any General Meeting each financial member present in person, or their proxy, shall be entitled to one vote. Voting at any meeting including the election of the Executive members may be by a show of hands, but if any member shall require it, voting shall be determined by paper ballot. Before any vote is taken the chairperson must inform the meeting whether any proxy votes have been received and how these votes will be cast.

9.6 Quorum

At any General Meeting of the Organisation twenty members or one seventh of the total membership of the Organisation, whichever is the lower, shall constitute a quorum. If a person is attending as a proxy or group representative, that person is only counted once for the purpose of determining a quorum.

9.7 Absence of Quorum

At the discretion of the Chairperson (or the Chairperson's nominee), the meeting may proceed with its business, but all resolutions passed must be confirmed at the next General Meeting. If any resolutions are not so confirmed, those resolutions shall be null and void.

9.8 Extraordinary General Meetings

Extraordinary General Meetings of the Organisation shall be convened and communicated by the Executive Officer at the direction of the Executive Committee.

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10.0 Public Announcements

No member shall independently make any public announcement regarding any matter on behalf of Organisation without prior consultation and consent of the Executive Committee.

11.0 Alterations to Constitution

This constitution and any rules made there under, may be altered, added to, or rescinded at any time by a two thirds majority of the responding members voting by ballot, postal or otherwise, provided that the Executive Officer shall give not less then 21 days notice in writing to all members of the proposed alteration.

12.0 Charitable objects

There shall be no addition or alteration to the charitable objects or the personal benefit provision or the winding up provision without the approval of Inland Revenue Department.

13.0 Common Seal

The Executive Committee shall hold on behalf of the Organisation a common seal, the imprint of which is in the margin hereof. The common seal shall remain in the custody of the Executive Officer and shall be fixed by resolution of the Executive Committee or the Organisation in General Meeting and affixing of the seal shall be attested to by two Executive members.

14.0 Windup

If upon winding up or dissolution of the Organisation there remains, after satisfaction of all its liabilities, any assets, these shall be offered to an appropriate professional health body with a charitable status to be utilised to further Health Informatics in New Zealand.

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Health Informatics New Zealand Incorporated
Compiled: 08 August 2000
Review: May 2009