RULES OF CANTERBURY HEALTH INNOVATION INCORPORATED - DRAFT 26 FEBRUARY 2019

1. Name

1.1 The name of the association is Canterbury Health Innovation Incorporated ("the Society").

2. Objectives

2.1 The primary objectives of the Society are:

(a) to promote health innovation businesses in Canterbury;

(b) to arrange, organise and promote regular educational and networking functions for the health community in Canterbury;

(d) to connect, grow and inspire health businesses in Canterbury

2.2 Notwithstanding any other provision, the Society shall not expend any money:

(a) other than to further purposes recognised by law, nor

(b) for the sole personal or individual benefit of any Member.

3. Powers

3.1 In addition to its statutory powers, the Society may:

(a) use such of its funds to pay the costs and expenses of furthering or carrying out its objects, and for that purpose may employ such people as may seem expedient; and

(b) levy Member's subscription fees;

(c) hold and invest funds received and otherwise exercise all powers akin to the powers of a trustee under the Trustee Act 1956; and

(d) borrow money.

4. Membership

4.1 All those people who at the date of the adoption of these rules are Members of the Society shall continue to be Members of the Society, provided that those Members conform to the rules of membership of the Society.

4.2 Any natural person, company or organisation with an interest in the Canterbury Health Innovation industry may apply to become a Member of the Society.

4.3 The Secretary shall keep a membership register of Members recording their names, addresses and email addresses.

4.4 All Members shall promote the interests and the objects of the Society and shall do nothing to bring the Society into disrepute.

4.5 Any person may resign from membership of the Society by giving written notice to the Secretary or will be accepted as resigned if they haven’t paid their subscription. The Secretary will maintain a record of any resignation.

4.6 There shall be three types of Members, being Individual Members, Corporate Members and Student Members.

4.7 Members of the Society shall have voting rights on the basis of one vote for each Member, provided however that Student Members shall not have a vote unless they elect to become Individual or Corporate Members by paying the required subscription.

4.8 Membership is not transferable between Members.

5. Admission of Members

5.1 Applicants for membership shall complete any application form provided (and supply such information as may be required) by the Management Committee.

5.2 The Management Committee may interview membership applicants.

5.3 The Management Committee shall have complete discretion whether or not to admit a membership applicant, and that decision shall be final.

5.4 If a new membership fee has not been paid by a Member, their membership will cease three months after the membership fee was due, unless the Management Committee decides otherwise.

5.5 Any person or organisation may make a complaint to the Management Committee that the conduct of a Member of the Society is or has been injurious to the character of the Society. Every such complaint is to be in writing and addressed to the Secretary.

5.6 If the Management Committee considers that there is sufficient substance in the complaint, it may invite the Member to attend a meeting of the Management Committee to offer a written and / or oral explanation of their conduct.

5.7 The Management Committee will give the Member at least 14 days written notice of the meeting.

5.8 The notice will sufficiently inform the Member of the complaint so that the Member can offer an explanation of their conduct.

5.9 If at that meeting the Management Committee is not satisfied with the Member's explanation then the Management Committee may expel the Member from the Society and the Member will cease to be a Member of the Society.

6. Election of Officers and Management Committee

6.1 The Annual General Meeting shall elect up to six (6) Management Committee Members all of whom shall be the Society's Management Committee and shall continue in that role until retirement in accordance with clause 6.3. Nominations for Management Committee members shall be called for not less than 14 days prior to the Annual General Meeting and must be received in writing no less than seven (7) days prior to the Annual General Meeting.

6.2 In addition to the elected Members there may be three ex-officio Members being representatives from the ChristchurchNZ , NZTE and NZTech.

6.3 A minimum of two (2) members of the Management Committee shall retire annually at the Annual General Meeting, but shall be eligible for re-election. Those retiring shall be those having served longest on the Committee since being elected or re-elected. Where more than one member was appointed on the same day, then the Members to retire shall be selected by alphabetical order by reference to their surname. In addition, a Committee Member may retire at any time by giving one months notice in writing.

6.4 If the position of any Management Committee Member becomes vacant between Annual General Meetings that vacancy shall be filled by the Management Committee appointing a replacement Committee Member for the duration of the original term.

6.5 The Management Committee shall elect the Chairperson annually from the Members of the Committee and appoint the Secretary and Treasurer. The Secretary and Treasurer may be the same person. A Member of the Management Committee may only hold the position of Chairperson for a period of four consecutive years and thereafter must retire from the position of Chairperson.

6.6 The Management Committee may appoint additional non-elected Management Committee members at its discretion due to the services or skills that those Members can bring to the Management Committee and Society. These non-elected members will not have a vote in Management Committee meetings.

7. Management by the Management Committee

7.1 From the end of each Annual General Meeting until the next, the Society shall be administered, managed and controlled by the Management Committee, which shall be accountable to the Members for the implementation of activities in line with the objectives of the Society as approved by any General Meeting.

7.2 Subject to these Rules and the resolution of any General Meeting, the Management Committee may exercise all the Society's powers, other than those required by statute or by these Rules to be exercised by the Society in General Meeting.

7.3 The Management Committee shall meet at such times and places and in such manner as it may determine and otherwise where and as convened by the Chairperson or Secretary.

7.4 All Management Committee meetings shall be chaired by the Chairperson or in his/her absence by some other Management Committee Member elected for the purpose by the meeting, and any such chairperson shall have a deliberative and casting vote.

7.5 The quorum for Management Committee meetings is four (4 voting members).

7.6 All decisions if possible shall be decided by consensus. In the event that consensus cannot be reached, the decision shall be made by a majority vote by show of hands. If the voting is tied, the chairperson shall have the casting vote.

7.7 Only Management Committee Members elected under Rule 6.1 shall be counted in the quorum and be entitled to vote.

7.8 The Management Committee may appoint subcommittees consisting of such persons as it thinks fit and with or without power to co-opt, but such subcommittees shall have no power to commit the Society to any financial expenditure without express authority by resolution of the Management Committee.

7.9 The Management Committee may from time to time make regulations for the conduct and control of Society activities.

7.10 The Chairperson shall, in addition to all other duties described in these rules, generally oversee and direct the affairs and business of the Society.

7.11 Other than as prescribed by statute or these Rules, the Management Committee may regulate its proceedings as it thinks fit.

7.12 Subject to statute, these Rules and the resolutions of General Meetings, the decisions of the Management Committee on the interpretation of these Rules and all matters dealt with by it in accordance with these Rules and on matters not provided for in these Rules shall be final and binding on all Members.

7.13 Each officer shall within one calendar month of submitting a resignation or ceasing to hold office deliver to that officer's successor all books, papers, electronic media and other property of the Society possessed by such former officer.

7.14 A person will immediately cease to be a member of the Management Committee when she or he resigns in writing, dies, is declared bankrupt or becomes a protected person under the Protection of Personal and Property Rights Act 1988 or subsequent enactment.

7.15 If a Management Committee member including an officer does not attend three consecutive meetings of the Management Committee without a leave of absence, the Management Committee may at the discretion, and on the decision of the Management Committee, be removed as a Management Committee member and/or from any office of the Society which he or she holds.

7.16 The Management Committee may, by a motion decided by a majority, terminate a person's position as a member of the Management Committee, if it believes that such action is in the best interest of the Society.

8. Secretary

8.1 The Secretary shall record the minutes of all General Meetings and Management Committee meetings, and all such minutes when confirmed by the next such meeting and approved by the chairperson of that meeting shall be prima facie evidence that that meeting was duly called and shall prima facie be a true and correct record of what occurred at that meeting.

8.2 The Secretary shall hold the Society's records, documents, and books.

8.3 The Secretary shall deal with and answer correspondence and perform such other duties as directed by the Management Committee.

9. Registered Office

9.1 The Registered Office of the Society shall be at such place as the Management Committee from time to time determines.

10. Finance

10.1 The Treasurer shall keep such books of account as may be necessary to provide a true record of the Society's financial position, report on the Society's financial position to each Management Committee meeting, and present an annual Statement of Accounts (Income and Expenditure Account and Balance Sheet) to the Annual General Meeting.

10.2 The Management Committee shall maintain bank accounts in the name of the Society, and all payments shall be authorised by the Treasurer or Chairperson and counter-Authorised by some other Member of the Management Committee.

10.3 All money received on account of the Society shall be banked within seven days of receipt.

10.4 All accounts paid or for payment shall be submitted to the Management Committee for approval of payment.

10.5 The Society's financial year shall commence on 01 November of each year and end on 31 October of the following year.

10.6 The Annual General Meeting each year may appoint an auditor (who is a member of the New Zealand Institute of Chartered Accountants and not a Member of the Society) to audit the annual accounts of the Society and provide a certificate of correctness of the same, and if any such auditor is unable to act the Management Committee shall appoint a replacement auditor.

11. Execution of Documents

11.1 The Common Seal of the Society, if any, shall be retained by the Secretary.

11.2 Documents shall be executed for the Society pursuant to a resolution of the Management Committee:

(a) By the Chairperson or Secretary and some other Member of the Management Committee signing on behalf of the Society.

12. General Meetings

12.1 The Annual General Meeting shall be held between 1 November and 31 October in each year at a time and place fixed by the Management Committee.

12.2 Special General Meetings may be called by the Management Committee, or by written requisition to the Secretary signed by not less than a quarter of the Members.

12.3 At least 14 days before any General Meeting the Secretary shall email or post to all Members written notice of the business to be conducted at the General Meeting. The failure for any reason of any Member to receive such notice shall not invalidate the meeting or its proceedings.

12.4 General meetings may be attended by all Members.

12.5 Election of Management Members may be conducted by electronic voting in the 7 days prior to a General Meeting

12.6 The quorum for General Meetings is ten (10) Members.

12.7 All General Meetings shall be chaired by the Chairperson or in the absence of the Chairperson by some other Management Committee Member elected for the purpose by the Meeting, and any such chairperson shall have a deliberative and casting vote.

12.8 Voting at General Meetings shall be by voices, by show of hands or, on demand of the chairperson or of any Member present, by secret ballot. On any secret ballot each Member shall be entitled to one vote.

12.9 The business of the Annual General Meeting shall be:

(a) Minutes of the previous General Meeting(s),

(b) Annual Report of the Chairperson,

(d) Motions of which notice has been given,

(e) Approval of plans for the balance of the current and the next calendar year,

(f) General business.

12.10 Any Member wishing to give notice of any motion for consideration at any General Meeting shall forward written notice of the same to the Secretary not less than seven (7) clear days before the date of the meeting. The Management Committee may consider all such notices of motion and provide recommendations to Members in respect thereof.

12.11 Any Member may request a vote to be polled to ensure accuracy of vote and that those voting are paid up members.

13.Alteration of Rules

13.1 These Rules may be amended or replaced by resolution of any General Meeting passed by a two-thirds majority of those Members present and voting.

13.2 Any proposed motion to amend or replace these Rules shall be given in writing to the Secretary at least 28 clear days before the General Meeting at which the motion is to be considered and accompanied by a written explanation of the reasons for the proposal.

13.3 At least 14 days before the General Meeting at which any such proposal is to be considered the Secretary shall post written notice of the proposed motion, of the reasons for the proposal, and of any recommendations from the Management Committee in respect thereof to all Members.

14.Winding up

14.1 The Society may be wound up under the provisions of the Incorporated Societies Act 1908.

14.2 If the Society is wound up, the surplus assets after payment of all debts, costs and liabilities shall be disposed of for such purposes as may be determined in accordance with the Incorporated Societies Act 1908 or by resolution but no distribution shall be made to any Member