Muaupoko Tribal Authority

Extract from the Rules of Muaupoko Tribal Authority (Inc)


8 Membership
8.1. The Board must:
	(a) have, and maintain in a current state, a Register that:
		(i) includes the name, date of birth, and contact details of every Member of Muaupoko who applies, and is accepted, for registration;
		(ii) is available for inspection by a Registered Member of Muaupoko who can view their own registration details in a manner consistent with the Privacy Act 1993;
		(iii) is available for inspection by a parent, legal guardian or other person standing in the stead of a parent, who may view the registration details of any child, ward or other dependant under 1Byearsofagewhowas registered by such persons, whichever the case may be;
		(iv) records the Hapu that the Registered Member affiliates to and whether their status is as Whangai; and
		(v) allocates a registration number to each Registered Member.
	(b) make on going efforts to register all Members on the Register.
~~9 Applying for membership~~
~~10 Whakapapa Committee~~
11 General Meetings and Reporting
	11.1. The Annual General Meeting shall be held within four (4) months of the end of the Financial Year.
	11.2. The purpose of the Annual General Meeting is to:
		(a) review the work of the Authority;
		(b) receive the minutes of the previous Annual General Meeting and of any Special General Meeting held since the last Annual General Meeting;
		(c) receive and consider the annual report;
		(d) receive and consider the audited Financial Statements of the Authority prepared in accordance with the generally accepted accounting practice:
		(e) appoint an auditor for the ensuing year: and
		(f) consider any other matter that concerns the Authority.
	11.3. The annual report for the previous Financial Year must be made available not less than 20 Working Days before the General Meeting, that reports against the objectives set out in the annual plan for the previous year, including:
		(a) information on the steps taken by the Board to increase the number of Registered Members;
		(b) a comparison of the Board's performance against the objectives set out in the annual plan;
		(c) the annual audited financial report. prepared in accordance with generally accepted accounting practice. and accounting separately for Settlement Cash Assets;
		(d) a report giving information of the sales and exchanges of Settlement Quota in the previous year, including:
			(i) the quantity of Settlement Quota held by the Asset Holding Company at the beginning of that year,
			(ii) the value of Settlement Quota sold or exchanged in that year;
			(iii) the identity of the purchaser or other party to the exchange;
			(iv) any transaction with Settlement Quota that has resulted in a registered interest by way of caveat or mortgage being placed over the Settlement Quota;
			(v) the Settlement Quota interests that have been registered against the Quota shares of lf1e Authority; and
			(vi) the value of Income Shares sold. exchanged. or acquired;
		(e) a report on the interactions of the Authority in fisheries matters:
			(i) with other entities within Muaupoko; and
			(ii) with other Mandated lwi Organisations;
		(f) any changes made under section 18 of the Act to these Rules or the Asset Holding Company; and
		(g) an Annual Plan for the next financial year that must include:
			(i) the objectives of the annual plan;
			(ii) the value of Settlement Quota sold or exchanged in that year;
			(iii) the policy of the Authority in respect of the sales and exchanges of Settlement Quota;
			(iv) any changes in that policy from the policy for the previous year, and
			(v) any proposal to change the constitutional documents of any Corporate Entity.
	11.4 In relation to every Asset Holding Company that receives Settlement Quota and Income shares (or other settlement assets), and in relation to any Fishing Enterprise established by the Authority under Rule 5.4 to conduct fishing operations utilising ACE from the Settlement Quota, to harvest, process or market fish, or be involved in any joint venture for those purposes (each referred to in this Rule as an 'enterprise') an annual report on:
		(a) the performance of that enterprise;
		(b) the investment of money of that enterprise;
		(c) the annual plan of that enterprise, including:
			(i) the key strategies for the use and development of lwi Fisheries Assets;
			(ii) the expected financial return on those assets; and
			(iii) any programme to:
		A. manage the sale of ACE derived from the Settlement Quota; or
		B. reorganise the Settlement Quota held by that enterprise by buying or selling Settlement Quota in accordance with the Act; and
		(d) any proposal to change the constitutional documents of any Asset Holding Company.
	11.5 All Members are entitled to attend the Annual General Meeting. All Board Members are expected to attend the Authority's Annual General Meeting.
	11.6 At the Annual General Meeting and Special General Meeting the chair shall be taken by the Chairperson and, in the Chairperson's absence, the vice Chairperson and, failing that, a Member of the Board nominated by the Board shall chair the meeting.
~~12 Special General Meeting~~
13 Notice of a General Meeting
	13.1 Notice of the Annual General Meeting and Special General Meeting shall:
		(a) be given at least 20 Working Days prior to the Meeting;
		(b) be in a Public Notice in the local daily newspaper in the vicinity of the rohe of Muaupoko and in any other region of New Zealand in which the Board considers there to be significant concentrations of Members residing; and
		(c) Include:
			(i) the agenda and the nature of the business to be discussed and any proposed resolutions;
			(ii) the date and time of the meeting and its venue;
			(iii) where any relevant explanatory documents may be viewed or obtained;
			(iv) give a brief summary of any constitutional amendments if proposed and indicate that the details of the proposed amendments can be obtained from the Authority office; and
			(v) where relevant, any other information specified or required under the Act.
		(a) be given at least 20 Working Days prior to the Meeting;
		(b) be in a Public Notice in the local daily newspaper in the vicinity of the rohe of Muaupoko and in any other region of New Zealand in which the Board considers there to be significant concentrations of Members residing; and
		(c) Include:
			(i) the agenda and the nature of the business to be discussed and any proposed resolutions;
			(ii) the date and time of the meeting and its venue;
			(iii) where any relevant explanatory documents may be viewed or obtained;
			(iv) give a brief summary of any constitutional amendments if proposed and indicate that the details of the proposed amendments can be obtained from the Authority office; and
			(v) where relevant, any other information specified or required under the Act.
	13.2. Any accidental omission to give notice of a Special General Meeting to, or failure to receive Notice of a Special General Meeting by, a Member does not invalidate any resolution passed at that Special General Meeting.
14 Quorum
	14.1. No business shall be transacted at an Annual General Meeting or Special General Meeting unless a quorum is present. The quorum at an Annual or Special General Meeting is 25 Adult Members.
~~15 Adjourned meeting~~
16 Voting
	16.1. Decisions of Adult Members in relation to any matter put to a vote shall be made on the following basis:
		(a) except in the case of decisions referred to in paragraph (b) below. a resolution shall be passed if more than 50% of the Adult Members who cast a vote, either at a General Meeting or by postal vote if applicable. vote in favour of the resolution in accordance with the voting procedure determined and published by the Board and in the absence of the Board publishing the procedure by a show of hands at the General Meeting; and
		(b) in the case of a Special Resolution for:
			(i) changes to these Rules (or amendments to the constitution of any Asset Holding Company (in accordance with the requirements of sections 17, and 18 as the case may be, of the Act);
			(ii) changes to these Rules which do not relate to matters provided by or under the Act:
			(iii) the sale of Income Shares in accordance with section 70 of the Act;
			(iv) Quota to be treated as Settlement Quota in accordance with section 159 of the Act;
			(v) the sale or rationalisation of Settlement Quota in accordance with section 162 or 172 (as relevant) of the Act; and
			(vi) a request that Te Ohu Kai Moana Trustee Limited transfer Authorities or Coastal Permits that are Aquaculture Settlement Assets in accordance with section 50(1) of the Act (except where the proposed transfer is to a company that is wholly owned by the Authority.
		by not less than 75% of the Adult Members, who cast a vote at a General Meeting, or by postal vote, voting in favour of the Special Resolution and no such Special Resolution shall be passed unless notice in respect of those resolutions has been given in accordance with the Rule 16.9 and the Act.
	Number of votes
	16.2 Each Adult Member shall have one(1)vote on each motion subject to a vote pursuant to Rule 16.
	Appointment of Returning Officer
	16.3 The Board shall appoint a Returning Officer where the Board considers it necessary or where required to under these Rules. The Returning Officer will supervise the conduct of votes held of Adult Members under these Rules.
	16.4 Board Members and employees of the Authority shall not be eligible to act as a Returning Officer.
	16.5 Method of voting
	16.6 The Board shall determine whether the vote is to be conducted:
		(a) at a General Meeting; or
		(b) by way of a postal vole only.
	16.7 If any matter to be put to a vote at a General Meeting concerns a matter listed in Rule 16.1(b) postal voting shall apply in order to be compliant with the Act.
	16.8 The procedure determined by the Board in respect of any vote in accordance with paragraph (a) above must be publicly notified not less than 20 Working Days before the date of the vote, and if such vote is to be at a General Meeting, the notice must comply with Rule 16.9.
	Notice of Voting and General Meeting
	16.9. Any vote conducted under Rule 16.1 must be publicly notified not less than 20 Working Days before the date of the vote. If the vote is to be at a General Meeting the notice procedures must comply with those specified in the Act, which at the date of these Rules are:
		(a) Public Notice that includes:
			(i) the date, time and venue and agenda of the General Meeting, the place where explanatory documents and other related documents may be viewed or obtained. and any other information specified by the Act;
			(ii) where relevant, advice that a vote is to be taken to ratify or amend the constitutional documents of the Authority;
			(iii) advice on the method by which the vote will be counted, and
			(iv) where relevant, the matter or issues on which the vote is to be taken.
		(b) Private Notice to every Adult Registered Member who has requested such from the Authority in writing in accordance with Rule .3,that gives:
			(i) the information in the preceding paragraph of this Rule 16.9;
			(ii) a copy of the Voting Paper(if applicable); and
			(iii) the address and return date for the Voting Paper (if applicable).
		(c) Private Notice to every Adult Registered Member if there is to be a vote taken to ratify the constitutional documents of the Authority that gives the information in Rule 16.9(b).
	Valid Votes
	16.10 Adult Members only shall be eligible to vote on a resolution put to a General Meeting or requested by postal vote.
	16.11 The conduct of a vote of Adult Members must provide for the following matters:
		(a) where a vote is being taken at a General Meeting by an expression of agreement, either orally or by a show of hand and the person voting is challenged by any other person as to their status as an Adult Member due to age and/or whakapapa, the Returning Officer or the Authority as the case may be, must then count the vote as provisional only and seek verification of the person's age and/or from the relevant Whakapapa Committee in regard to whakapapa:
		(b) where a vote is taken by a ballot at a General Meeting or a postal vote, in order for a vote to be validly cast, the person casting it must
			(i) where the person is an Adult Registered Member, correctly record their membership number on the Voting Paper; or
			(ii) where the person is an Adult Member, but not registered correctly record Hapu they affiliate to on the Voting Paper and include relevant whakapapa information;
			(iii) return the voting paper by posting the voting paper to the Authority or placing the voting paper in the ballot box at the General Meeting. For the avoidance of doubt it is up to the Adult Member to choose how their vote is returned.
		(c) no vote shall be finally counted unless:
			(i) in the case of a vote given or orally or by show of hands under Rule 16.11(a) that vote is validated by the relevant Whakapapa Committee; or
			(ii) in the case of a vote by ballot or postal vote, the details provided on the Voting Paper submitted by non-registered Member (except the annually information) are validated by the relevant Whakapapa Committee and confirmed as correct; except that a provisional result, disclosing the number of such persons and counting their votes for provisional purposes only, may be declared at anytime; (d) those persons who exercise a vote pursuant to Rule 16.1 may be called upon by the Authority to prove their affiliation to a Hapu and that they are over 18 years of age.
	16.12 All votes cast by way of ballot or postal vote shall be conducted so as to ensure that:
		(a) the manner in which a vote is cast by an Adult Member shall be known to the Secretary, Returning Officer, persons assisting the Returning Officer and members of a Whakapapa Committee (if needed), but not to others; and
		(b) the Secretary, Returning Officer and such other persons shall undertake to keep that information confidential.
	16.13 Subject to Rule 16.10, a vote cast at a General Meeting either orally or by show of hands is validly cast if the Adult Member voting has entered their name and contact details on the attendance register provided at the General Meeting. An attendance register must be provided at all General Meetings.
	16.14 All Voting Papers, envelopes, documents or other records used in connection with a ballot or postal vote shall be preserved and retained by the Secretary for a period of one(1) year from the date of the ballot and thereafter, shall be destroyed.
17 Election of the Board
	17.1 The Adult Members of each Hapu shall elect a minimum of one (1) and a maximum of two (2) Board Members for each Hapu in accordance with these Rules.
	Term of Election
	17.2 Board Members shall hold office until such time as their position comes up for re-election provided that no Board Member shall hold office for longer than three (3) years without facing re-election.
	17.3 Retiring Board Members shall be eligible for re-election.
	17.4 For the avoidance of doubt no person may be nominated for more than one(1) Hapu position on the Board at any one (1) time and no member of the Board may hold more than one(1) position on the Board at anytime.
	Hapu Election Procedure
	17.5 Each Hapu shall hold a Hapu Election to elect a minimum of one (1) and a maximum of two (2) Board members. The Board must determine in consultation with the Hapu:
		(a) a date for each Hapu Election which shall be a date at least two (2) calendar months before the relevant Board Member's tenure is due to expire; and
		(b) the method of voting which may be:
			(i) by postal vote only; or
			(ii) by postal vote as well as by expression of agreement at a Hapu Election Hui, stated vocally or by show of hands (in which case Rule16.13 applies), or by ballot provided always that an Adult Member shall cast only one (1 vole) for that Hapu Election. For the avoidance of doubt the Act requires that elections must include voting by way of postal vote in order to comply with the Act.
	17.6 The Hapu shall hold, and the board must ensure that the Hapu holds the Hapu Election:
		(a) on the date determined; and
		(b) in accordance with the method of voting determined and agreed and in accordance with the election procedures set out in these Rules which must also be compliant with Act.
	17.7. If the Hapu fails to:
		(a) agree a date for holding the Hapu Election with the Board within a reasonable period of time;
		(b) hold the Hapu Election on the date determined by the Board pursuant to Rule 17.5; or
		(c) hold the Hapu Election in accordance with these Rules or the Act in which case that Hapu Election shall be deemed to be invalid, then the Board shall proceed to carryout the Hapu Election on behalf of the Hapu by applying the procedures of, and conducting the election for that Hapu either at, a Special General Meeting or by postal vote. All applicable Rules concerning the conduct of Voting at a Special
	then the Board shall proceed to carry out the Hapu Election on behalf of the Hapu by applying the procedures of, and conducting the election for that Hapu either at, a Special General Meeting or by postal vote. All applicable Rules concerning the conduct of Voting at a Special General Meeting, and the election of Board members under these Rules shall apply to a Hapu Election run by the Board. The Board may hold more than one (1) Hapu Election under this Rule at the same Special General Meeting provided that at transparent process is adopted to determine eligibility of Adult Members to vote for a particular Hapu and validity of votes.
	17.8 Nominations
	At least 30 Working Days before the date of the Hapu Election, the Board will give a notice published in all daily newspapers in the vicinity of the rohe of Muaupoko and in any region of New Zealand in which significant concentrations of Members reside of:
		(a) the number of positions to be filled for the relevant Hapu Election; and
		(b) the date by which the nominations in writing are to be received by the Board or its nominated representative at the Registered Office, such date to be no later than 10 Working Days after the date of the notice given under this Rule 17.
	17.9. Adult Members are eligible to be nominated and elected as a Board Member of the Board. Only Adult Members who whakapapa to a Hapu are eligible to be nominated to represent that Hapu.
	17.10 Such nomination shall:
		(a) be made on the form approved by the Board from time to time:
		(b) be signed by the candidate to indicate his or her consent to the nomination and include all other names previously used including preferred names, commonly used names and aliases;
		(c) include a declaration signed by the candidate that declares that he or she is not a person who is precluded from holding office as a Board Member on the basis of one or other of the matters specified in Rule 21; and
		(d) be delivered to the Secretary no later than 10 Working Days after the date of notice given under this Rule 17.
	17.11 Nominations shall be void if they do not comply with the requirements of this Rule 17.
	17.12 If there is only one (1) nomination to fill a vacant office, the candidate shall be declared elected unopposed by the Returning Officer.
18 Hapu Election
	18.1 Not less than 20 Working Days prior to the date of the Hapu election, the Board shall publicly notify the Hapu Election in accordance with Rule 13.1(b).
	18.2 Rule 16 (Voting procedures at General Meetings) shall apply to the voting procedures to be held at Hapu Election Hui, with such modifications as necessary - for example references to General Meetings shall be read as Hapu Election Hui.
	18.3 The Board, in consultation with Hapu, must appoint a returning officer for all Hapu Elections who shall be a person that is independent of the Authority and the Hapu concerned.
	18.4 Each Adult Member is entitled to vote for one (1) Nominee for each Hapu that they affiliate to.
19 Alternates
	19.1 Each Hapu is further entitled to elect one(1) Alternate at the Hapu Election who shall be the third highest polling nominee eligible for election and shall hold office for a period no longer than three (3) years without facing re-election. Should there not be sufficient nominees to make an appointment of Alternate, the position shall not be filled.
	19.2 Any Alternate may exercise the powers of a Board Member should a Board Member for the relevant Hapu be unable for any reason to undertake their duties, but such exercising of Board Member powers ceases upon the resumption of duties of the Board Member concerned.
20 Results of Hapu Elections
	20.1. The Returning Officer must notify the Authority and the respective Hapu in Writing within 10 Working Days of the Hapu Election of the results of each Hapu Election, immediately after such results are known. The results shall include in respect of each Hapu Election:
		(a) a declaration from the Returning Officer stating the number of Voting Papers received, the number of votes given to each nominee, the number of provisional votes counted, the number of provisional votes confirmed and/or rejected in accordance with Rule 9.5(b) and the number of Voting Papers rejected as informal;
		(b) the nominee who received the highest number of votes;
		(c) the nominee who received the second highest number of votes; and
		(d) the nominee who received the third highest number of votes.
	20.2 The nominee who is the highest polling candidate shall be appointed as the Board Member for the relevant Hapu and appointed to the vacant office for three (3) years.
	20.3 The nominee who is the second polling candidate shall be elected as the Board Member for the relevant Hapu and appointed to the vacant office for 18 months.
	20.4 The nominee who is the third highest polling candidate shall be elected as the Alternate for the relevant Hapu in accordance with Rule 19 for three (3) years.
	20.5 The Board must announce the result of a Hapu Election either:
		(a) in writing at the next annual General Meeting; or
		(b) if the next annual General Meeting will not be held within 40 Working Days of the Board receiving a declaration from the Returning Officer in accordance with Rule 20.1(a) by Public Notice in all daily newspapers in the vicinity of the rohe of Muaupoko; and
		(c) in the Authority's next written communication to Members of Muaupoko.
	Vacancy
	20.6 Should any vacancy occur as a result of a Board Member ceasing to hold office prior to the expiry of his or her term at office then that vacancy shall be filled by the next highest polling nominee.
	20.7 In the event that there is no second or third highest polling nominee to tilt the vacancy then that vacancy shall be filled by the holding of a by-election in accordance with Rule 17.
	20.8. In the case of a Board Member elected pursuant to Rule 20.6 or 20.7 the Board Member there by appointed shall hold office for the balance of the term of office of the Board Member that he or she has replaced.
21 Ceasing to be a Board member
	21.1 A person shall cease to be a Board Member if he or she:
		(a) shall have been in office for more than three (3)years since his or her election;
		(b) resigns or retires by written notice to the other Board Members;
		(c) dies;
		(d) fails to attend more than three (3) consecutive Meetings or Board Meetings without reasonable excuse;
		(e) is a bankrupt who has not obtained a final order of discharge or whose order of discharge has been suspended for a term not yet expired, or is subject to a condition not yet fulfilled, or to any order under section 111 of tile Insolvency Act 1967;
		(f) is a person who has been convicted of any offence punishable by a term of imprisonment of two (2) or more years;
		(g) is a person who is disqualified from being a director of a company undersection 199K of the Companies Act 1955 or section 382 of the Companies Act 1993;
		(h) is a person in respect of whom an order has been made under section 199L of the Companies Act 1995 (sic - should be 1955) or section 383 of the Companies Act 1993;
		(i) is a person who is mentally disordered within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992; or
		(j) is a person who is subject to a property order made under section 30 or section 31 of the Protection of Personal and Property Rights Act 1988.
	21.2. The Board Member concerned shall cease to hold office:
		(a) in a case where Rule 21.1 (a) applies, from the end of the day three (3) years after the date on which that Board Member was last elected to office;
		(b) in a case where Rule 21.1(b) applies from the date tile notice of retirement shall have been delivered to the Authority:
		(c) in the case where Rule 21.1 (d) applies from the date of tI1e first meeting of the Board after the Board Member's third consecutive absence without reasonable excuse; or
		(d) in the case where Rule 21.1 (e) to (j) apply from the date on which the Board was notified in writing of the relevant fact together with such evidence as the Board Members may reasonably require.
22 Powers of the Board
	22.1 The whole of the organisation and undertaking of the Authority shall be governed by the Board which may exercise all such powers of the Board as are not, by the Incorporated Societies Act 1908 or these Rules, required to be exercised by the Members at the Annual General Meeting (subject nevertheless to these Rules and to the provisions of the Act and to such by-laws as prescribed by the Members at a General Meeting; but no by-law or regulations made by the Members in General Meeting shall invalidate any prior act of the Board which would have been valid if that by-law or regulation had not been made).
	22.2 The Board shall, without prejudice to the generality of Rule 22.1 have the power to:
		(a) do all things that in the opinion of the Board are necessary to carry out the objects of the Authority:
		(b) in the case of temporary incapacity or absence from New Zealand of the Chairperson, appoint an acting Chairperson until the Chairperson's return;
		(c) appoint subcommittees, appoint a convenor and co-opt persons to form the committee;
		(d) deal with all administrative and financial matters, including expenditure and borrowing that has been previously approved by a Meeting of the Authority;
		(e) exercise all of the powers of the Authority described in Rule5.1;
		(f} delegate any of its powers in writing to the Chief Executive Officer; and
		(g) monitor the performance of any subsidiary entities.
	22.3 The Board's role in relation to the Asset Holding Company and any Fishing Enterprise or joint venture that uses settlement quota will be to exercise strategic governance over:
		(a) its Asset Holding Companies and any Fishing Enterprise or joint venture; and
		(b) the process to examine and approve annual plans that set out:
			(i) the key strategies for the use and development of Iwi Fisheries Assets;
			(ii) the expected financial return on the Iwi Fisheries Assets; and
			(iii) any programme to:
			A. manage the sale of annual catch entitlements derived from the Settlement Quota held by the Asset Holding Companies; and
			B. reorganise the Settlement Quota held by the Asset Holding Company, in the buying and selling of Settlement Quota in accordance with the Act.
	Fisheries Annual Plan
	22.4 The Asset Holding Company must submit to the Board a draft Fisheries Annual Plan not later than two (2) calendar months(or such other period as the Board may advise in writing) before the beginning of each Financial Year.
	22.5 The Board must consider any draft. Fisheries Annual Plan Submitted pursuant to Rule 22.4 and within one (1) calendar month of receipt from the Asset Holding Company(or such other period as the Board may from time to time decide) must:
		(a) approve the Fisheries Annual Plan; or
		(b) refer the Fisheries Annual Plan back to the Asset Holding Company for reconsideration with recommended changes.
	22.6. If a Fisheries Annual Plan is referred back to the Asset Holding Company for reconsideration the revised Fisheries Annual Plan must be resubmitted to the Authority 10 Working Days after the referral is made.
23 Obligations of the Board
	23.1. The Board shall at all times:
		(a) act in accordance with the policy of the Authority;
		(b) report fully its activities to the Meetings of the Authority;
		(e) be subject to any direction passed by Ordinary Resolution of the Adult Members at an Annual General Meeting or a Special General Meeting; and
		(d) act in a manner that accords with the Charitable Purpose.
24 Chief Executive Officer
	24.1 The Board shall appoint a Chief Executive Officer.
	24.2 The Chief Executive Officer shall be responsible for the weekly activities of the Authority, including the management of staff, who will be responsible for the daily activities.
	24.3 The Chief Executive Officer must act in accordance with any written delegation from the Board, which includes any general delegation in any employment contract for the Chief Executive Officer.
25 Meetings of the Board
	25.1 Meetings of the Board shall be held monthly. They may be called by notice in writing given by the Chairperson in accordance with this Rule 25.
	25.2 Any notice given by the Chairperson of the Board pursuant to Rule 25.1 must:
		(a) be received by the Board members at least five (5) Working Days prior to the Meeting; and
		(b) specify the:
			(i) place or method of;
			(ii) date and time of; and
			(iii) general nature of the business to be disclosed at the Board Meeting.
		The regular dates and times for meetings may be included in a single Notice.
	25.3 Any Board Meeting will, notwithstanding that it is called by shorter notice than that provided for in Rule 25.2, be deemed to have been properly convened if, prior to the Meeting proceeding to business it is so agreed in writing:
		(a) in the case of a Meeting where the business comprises only one (1) or more Ordinary Resolutions of the Board, by a majority in number of the Board represented in person; and
		(b) in the case of a Meeting where the business comprises one (1) or more Special Resolutions of the Board, by 75% of the Board members in person.
	25.4 The quorum for a Board Meeting shall consist of five (5) Board Members representing five (5) Hapu present throughout
	25.5 The Board Members may act notwithstanding any vacancy in their body, but if and so long as the number of Board members holding office is less than the number fixed by Rule 25.4 the continuing Board members may act only for the purposes of calling an election pursuant to these Rules to increase the number of Board Members to that number.
	25.6 The Chairperson shall chair Meetings of the Board and in the Chairperson's absence the Board Members may eject one of their number to chair the Meeting.
	25.7 Board Members may vote at Meetings of the Board personally, by telephone conference, by written advice or facsimile, email or by another appropriate means of electronic communication.
	25.8 Each Board Member shall be entitled to one (1) vote only and every question shall be determined by a majority of the votes of the Board Members. In the case of an equality of votes the Chairperson shall not have a casting vote.
	25.9 Minutes of the proceedings of all Board Meetings shall be recorded in a book to be kept for that purpose by the Secretary and shall be signed by the Chairperson of the meeting at which the minutes are confirmed. Every such minute purporting to be so signed shall be prima facie evidence of the matters recorded. A minute of the proceedings of any meeting by telephone or other electronic means of communication shall be sufficient evidence of the observance of all necessary formalities if the minute of the meeting signed by the Chairperson of the meeting shall contain a certificate to that effect.
26. Chairperson and Deputy Chairperson
	26.1 The Board shall elect one (1) Board Member to act as Chairperson for the duration of that Board Member's term or if that person vacates the role for any reason, elect another of their number to fill the role for the remainder of the term.
	26.2. The Board may also elect one (1) Board Member to ad as deputy Chairperson. In the absence of the Chairperson the Deputy Chairperson shall have and may exercise all the powers of, and shall perform all the duties, of the Chairperson.
27. Sub-committee meetings
	27.1 Sub-Committee meetings shall be held from time to time and membership of a Sub-Committee to be determined by the Board. Non-board Members may be seconded to and/or removed from a Sub-Committee by the Board provided that where a Sub-Committee is delegated any authority of the Board any non-Board Members shall have no voting rights.
	27.2 The sub-committee meetings shall be called by written notice from the Chairperson.
	27.3. The notice should include the meeting time, venue and agenda.
	27.4. The terms of reference for Sub-Committee shall set by the Board.
	27.5. The Quorum shall be no less than 50% of the Sub-Committee members nominated by the Board.
	27.6. The Sub-Committee shall be responsible for formulating recommendations or completing set outcomes, as required by the Board.
28 Financial Year
	28.1 The financial year of the Authority shall be from 1 April to 31 March in each year. or as may otherwise be determined by the Board.
	Control of Funds, Income and Property
	28.2 The Board shall keep an account or accounts at such bank or banks as the Board may decide.
	28.3 All funds received by or on behalf of the Authority shall be paid into its account at a bank nominated by the Board.
	28.4 All cheques, withdrawals and authorities shall be signed on behalf of the Board by those Board members or other persons that are authorised either specifically or generally by the Board.
	28.5 The income and property of the Authority shall be applied solely to further the objects of the Authority and no portion shall be paid or transferred directly or indirectly by way of dividends, bonuses or profit to individual Members.
	28.6. The requirements of Rule 28.5 above shall not preclude any payment to a Member for services rendered or for goods supplied or by way of rent for premises let or leased to the Authority by any Member.
	Auditor
	28.7 There shall be appointed at each annual General Meeting an auditor who shall not be a member of the Board but shall be a member of the New Zealand Society of Accountants.
	28.8 The auditor shall examine and certify the accounts and securities and any other assets of the Authority for the current year.