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PROPOSED CONSTITUTION
WHAT ARE THE REQUIRED & RECOMMENDED CHANGES?
The proposed changes aim to streamline and modernize the current Rose Centre Inc. constitution, providing clearer procedures around membership, officer roles and duties, general meetings, and the rights of Life (Special) Members. These updates are designed to ensure compliance with the 2023 amendments to the Charities Act (2005), The Education and Training Act 2020 and the new Incorporated Societies Act (2022), while also anticipating future needs within our organisation. The revisions have been developed in collaboration with our members, founding members, general public and of course our legal experts from Parry Field Lawyers, specialists in nonprofit, tax-exempt organisations, including charities, charitable trusts, and constitutional law.
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The Rose Centre needs to re-register under the Incorporated Societies Act (2022) by April 2026 to continue operating as an incorporated society. The board agreed in December 2023 that aiming for a vote at the 2024 AGM would be ideal. This has given us plenty of time to review, make necessary and desirable changes and allows us to tap into the experience of our current board members. It also gives ensures that we don't run out of time prior to the cut-off date of April 2026. It is the boards view that voting in the new constitution this year will help with our governance, operations and funding opportunities. You can access our feedback process and outcomes here, that has enabled everyone to be involved and have their say, ensuring the process was as transparent and smooth as possible. We encourage you to review the documents so you are better informed to vote.
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Changes - Notable Board recommendations and those required by law
There are lots of small and some large legal changes that we must make that have resulted in making our document look incrediably different. They range from Members consent, Officer qualifications and duties to a Dispute process. We have included a link above to MBIE comparisons and key changes between the 1908 and 2022 Acts.
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The board has recommended the following key changes, which are included in our proposed constitution document.
• Tikanga, kawa, culture or practice is to be included
• Membership (previously “Members”) This section has been reworked and restructured to meet current and future organisational needs. In our membership classes (7.7) we have added in a geographic border to our Membership, to ensure that our membership reflects the local community we are focused on serving.
• ‘Special Members’ changed to ‘Founding Members’ in recognition of their notable contributions to the Rose Centre. From their mahi at inception to the continued support they provide today. They are Belmont Primary School, Company Theatre and the RC Preschool Whanau Group.
• The Committee - Number of Officers. We believe that all officers should be elected by our members to ensure a fair and accurate representation of our community. Additionally, we’ve introduced a limit of three consecutive 2-year terms for each officer. This helps with succession planning and encourages fresh talent and diversity on the board, bringing in new ideas and perspectives. It also allows us to engage talented community members who may only be able to commit a few years to board service, while helping the board adapt to the evolving needs of our organisation.
• Schedule A - Change from a list of Special Members rights to an umbrella document that sets out foundation, baseline and boundaries and importantly the underlying principles of our Founding Member's Supplementary Agreements.
• New Supplementary Agreements for Founding Members – The Agreements are not part of the constitution and therefore do not require inclusion for voting at the AGM. Their purpose is to provide ongoing certainty for our founding members, but also give opportunity to both parties for changes to happen if required, allows movement, discussion and reevaluation without having to change the constitution, which can often be a time consuming, often disruptive and generally a costly business.
The Board feels this is a most important development of the Constitutional Review, as we have quite different relationships with each of our life members. Schedule A and these agreements confirm our united goal of a thriving centre and common principles, whilst supporting the different needs and/or requirements of each member. These Agreements, once signed could be published alongside our constitution on our website, if we have the consent of the life member. The current Board Proposed Agreements can be seen by clicking the buttons below. However please note that these agreements are draft only and currently still in draft. The Board has committed to honoring the current Special Members rights for a period of 6 months whilst we continue discussion.