Constitution of World Outreach International

Transcription

1 Constitution of World Outreach International Adopted September 2015 To be read in conjunction with document Bylaws of World Outreach International

2 CONSTITUTION OF WORLD OUTREACH INTERNATIONAL INCORPORATED Table of Contents 1.0 The Society Name Registered Office Purposes of the Society Powers Society Membership Categories of Membership Admission of Members The Register of Members Cessation of Membership Obligations and Rights of Members Board of World Outreach International Role of Board Appointment of Board Members Board Numbers, Tenure, Composition,Succession and Chair Cessation of Board Membership Statement of Faith Chairperson Role Validity of Acts following any Defective Appointment Delegation Board Meetings, Decision Making and Voting International Director Role and Appointment International Leadership Team International Leadership Team Role Numbers and Composition of ILT Appointments Process, Tenure and Succession Advisors Minutes Delegation ILT Meetings, Decision Making and Voting Discipline, Termination of Membership, Grievance 15 Procedures, Disputes Resolution and Access to Information

3 10.0 Society Meetings Money and other Assets of the Society Disclosure or Conflict of Interest Common Seal and Documents Bylaws, Policies and Procedures to govern the Society Alterations or Additions to these Rules and Bylaws Indemnity Winding Up Definitions 23

4 CONSTITUTION (RULES) OF WORLD OUTREACH INTERNATIONAL INCORPORATED 1.0 The Society Name Adopted September The name of the Society is World Outreach International Incorporated. 2.0 Registered Office 2.1 The Registered Office of the Society shall be at 20 Amersham Way, Manukau City, New Zealand, or such other place as the Board from time to time determines. 3.0 Purposes of the Society 3.1 The purposes of the Society are to: Act as the co-ordinating body for the various affiliated World Outreach bodies, ministries and individual members worldwide. As the co-ordinating body of World Outreach International to maintain, establish and do everything possible to promote fraternal links with other registered affiliated World Outreach bodies, or any other organisation throughout the world linked with World Outreach International Advance the teachings of the Christian faith internationally, particularly among people groups who do not have established self-sustaining churches. This is accomplished by (but not limited to): Training of Christian leaders in all aspects of ministry to adults and children; Providing literature and other spiritual and educational resources to strengthen churches with the goal of self-sustainability of such churches; Assisting new churches to get established; Training, sending and supporting cross-cultural and indigenous religious workers including providing a point of affiliation and accountability and channel of funds; Establishing Christian leadership training centers internationally; Producing radio, internet, television and other media based projects for increasing the awareness worldwide of the Christian faith; 1

5 Increasing awareness among churches worldwide of the worldwide mission s task and associated needs Relieve poverty particularly for those suffering through hunger, sickness, ravages of war, natural disaster or in need of economic or social development. This is accomplished by carrying out humanitarian projects primarily in developing countries (as recognised by the United Nations). They include, but are not limited to: emergency relief providing shelter, food, water, and other necessities of life; provision of housing; water supplies; medical services; micro enterprise loans; agricultural schemes; businesses for the purpose of job creation; orphanages and hostels; any other type of appropriate humanitarian aid or community development Advance education by: establishing and operating schools for educating children in developing nations; developing young people by providing leadership programs Do anything necessary or helpful to the above purposes. 4.0 Powers In addition to its statutory powers the Society may: 4.1 Use such of its funds to pay the costs and expenses of furthering or carrying out its objectives, and for that purpose may also employ such people as may seem expedient. 4.2 Exercise all powers a trustee may exercise, including the right to delegate. 4.3 To purchase, take on, lease, or in exchange hire or otherwise acquire any real and personal property in New Zealand and elsewhere throughout the world and which the Board may think necessary or expedient for the purposes of the Society and to 2

6 hold, manage, let, sell, exchange, mortgage, improve or otherwise deal therewith or any part or parts thereof. 4.4 To subscribe or apply for and take or acquire by purchase or otherwise and hold shares in or otherwise become a member of any company, corporation, society or Board directly or indirectly to be associated with the objects of the Society (or to benefit the members of the Society) provided that the Society may not hold shares in any society or company other than one with limited liability. 4.5 To borrow or raise money or secure the payment of money owing or the satisfaction or performance of any obligation or liability incurred or undertaken by the Society or any member in such a manner as the Board may think fit by mortgage charge, pledge, lien or other security over or upon the whole or any part of the Society s property or assets whether present or future including any uncalled capital. 4.6 To invest the monies of the Society not immediately required as the Board may from time to time decide. 4.7 To make, draw, accept, endorse, discount, execute and issue cheques, bills of exchange, promissory notes, debentures and any other instrument negotiable or transferable by delivery or to order or otherwise. 4.8 To lend and advance money or give credit to, or to give guarantee or become surety for the payment of monies for the performance of contracts or obligations by any person, firms or corporations including any members, officers, servants of the Society or persons or corporations dealing with the Society. 4.9 To make such payments or donations as the Board shall deem fit to such other members, ministries, or organizations whose purposes may seem to be directly or indirectly associated with the objects of the Society To receive and to take any gifts of money or property for any of the purposes and objects herein stated whether subject to any special trust or not, but so that the Board may nevertheless decline to accept any gifts or donations or take over any property which has annexed to it any condition or obligation not approved by the Board Generally to engage in any business or transactions, which may seem to the Board to be directly or indirectly conducive to the interests of the Society or its members. 3

7 5.0 Society Membership Members - as the major stakeholders in the Society, voting members have the final say in approving changes to the Rules and Bylaws. They also endorse appointments of Board Members and the International Director. They resolve impasses or disputes should due processes fail see Rule Categories of Membership Membership may comprise different classes of membership as decided by the Society There shall be Individual Members most of whom will be full-time Mission Partners of World Outreach International There shall be Corporate Members the majority of whom will be affiliate offices of World Outreach International Other categories of membership can be established subject to ratification by the Board Individual members can be transferred between categories of membership at the absolute discretion of the International Leadership Team Voting rights of different categories of membership shall be in accordance with the Bylaws. 5.2 Admission of Members To become a Member, the Applicant must: (a) Complete an application form, if required by the Bylaws or International Leadership Team; and (b) Supply any other information the International Leadership Team requires in accordance with the procedures of the mission The International Leadership Team or its delegated person(s) may interview the Applicant when it considers Membership applications The International Leadership Team shall have complete discretion when it decides whether or not to accept an Applicant as an Individual Member. The International Leadership Team shall advise the Applicant of its decision, and that decision shall be final. 4

8 5.2.4 Decisions by the International Leadership Team regarding Corporate membership of affiliate World Outreach offices, corporate bodies, ministry organizations, or societies shall be endorsed by the Board. 5.3 The Register of Members The Secretary of World Outreach International shall keep a secure register of Members ( the Register ), which shall contain the names, the postal and addresses and telephone numbers of all Members, and the dates at which they became Members Each Member shall also provide such other details as the International Leadership Team requires Members shall have access to the Register of Members on request by means of the in-house computer information system New members shall have given signed permission for their details to be on the accessible register. 5.4 Cessation of Membership Any Member may resign by giving written notice to the Executive Manager/ Secretary without prejudice to his or the Society s liability for payment of any monies owing by either party Membership can be terminated in accordance with Bylaws, and Policies and Procedures contained in the Operation Manual and/or Common Ground related to complaints about and discipline of members. 5.5 Obligations and Rights of Members All Members, Board Members and International Leadership Team Members shall promote the purposes of the Society and shall do nothing to bring the Society into disrepute Members have the rights and responsibilities set out in these Rules and Bylaws. 5

9 6.0 Board of World Outreach International 6.1 Role of the Board The Board, as the governance committee of World Outreach International, is responsible to see that World Outreach International operations and ministries are in accord with the principles and spirit of this Constitution, its Bylaws, and with the mission, vision, values and distinctives as defined in Common Ground. The Board is similarly required to abide by the provisions of the Constitution, Bylaws, and Common Ground The Board is accountable internally to the mission members, and externally to the general public and Registrar for seeing that World Outreach International complies with all legal, financial, and ethical obligations While the Board has final accountability for the integrity of the Mission, it delegates to the International Leadership Team responsibility for all operational management, as well as the setting and implementation of the mission, vision, strategy, goals, initiatives and policies The Board is responsible to monitor the leadership and management performance of World Outreach International for appropriate planning, risk analysis, financial control, policy implementation and legal compliance The Board therefore ratifies and is accountable for mission, vision, strategy, goals, key initiatives and policies as delegated, as well as annual budgets, and senior executive team appointments as proposed by the International Leadership Team. See Rule for matters requiring ratification by Board The Board does not act unilaterally except in emergencies or exceptional circumstances where the integrity or reputation of the mission is at risk, and only does so after consultation with the International Leadership Team The Board appoints the International Director in accordance with the Bylaws and is responsible to ensure appropriate succession planning takes place The Board sees that World Outreach International complies with Memorandums of Understanding with Country Offices of World Outreach, and other organisations or ministries. 6

10 6.2 Appointment of Board Members New Board members shall be appointed by a Selection Committee consisting of equal representation of two members appointed by the Board, and two members normally including the International Director appointed by the International Leadership Team The procedure detailed in the Bylaws which includes the qualifications for such appointments shall be followed The voting members of the Society shall ratify the recommendations of the Selection Committee. 6.3 Board Numbers, Tenure, Composition, Succession and Chair Board numbers shall be a minimum of six members but no more than eight. There shall be an equal number (normally four) of active or recently active World Outreach personnel (including the International Director); and independent persons (normally four) who are not actively involved in any World Outreach ministry A quorum shall be five members. At least two of the quorum present shall be active World Outreach personnel and at least two shall be independent persons who are not actively involved in any World Outreach ministry or Country office Board Tenure: Board members tenure is four years with possible reappointment for subsequent four year term(s). The process for reappointments is defined in the Bylaws. Vacancies occurring prior to the end of tenure shall be filled in a timely manner Board Succession: An ordered rotation of resignations shall occur in order to maintain continuity Board chairperson a) A Board chairperson shall normally be appointed from one of the independent members of the Board to serve for a three year tenure that can be renewed once only for a further three year term. b) After a stand down period of at least three years that person may be reappointed as Chairperson for up to a further two three year terms. c) The Chairperson shall be selected or re-appointed by consensus or failing that a minimum of two-thirds majority vote of the Board members. 7

11 6.3.6 Power to co-opt advisors to the Board. The Board may appoint advisors with professional or other qualifications deemed appropriate by the Board. Advisors can take part in any discussions before resolutions are passed but may not have a vote. 6.4 Cessation of Board membership Persons cease to be Board members when any of the following occurs: They resign by giving written notice to the Board They are removed by a two-thirds majority vote of the Board They are removed by a two-thirds majority vote of the Members in accordance with Rule Their term expires They become bankrupt or insolvent They become by reasons of health unable to continue as a Board member They are convicted of an offence which is considered to be unacceptable by the Board in terms of this office They are absent from three consecutive Board meetings without leave. 6.5 Statement of Faith Each Board member shall adhere to the current Statement of Faith contained in the Bylaws of the Society. The Board may require a Board member to confirm in writing their adherence to and belief in the Statement of Faith at any time. 6.6 Chairperson Role The chairperson shall, in addition to any other duties described in these rules, act as the primary contact for the International Director on all Board matters. 6.7 Validity of Acts Following any Defective Appointment All acts done by any meeting of the Board or any special committee appointed by the Board or any person acting as a Board representative shall notwithstanding that it afterwards be discovered that there was some defect in the appointment of such Board member or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and so qualified to be a Board member. 8

12 6.8 Delegation The Board may at any time and from time to time within such limits as it may prescribe, delegate all or any of its powers to the International Leadership Team, or a sub-committee or sub-committees, the members of which need not necessarily be members of the Board, provided however that the exercise of such powers by any such delegate shall be reported to the Board at its next meeting Any powers so delegated under the preceding clause may be revoked by the Board at any time, such revocation taking effect as from the time of delivery by the Board of notice thereof Notwithstanding and 6.8.2, any such delegation or revocation shall not conflict with these Rules and in particular those rules related to the defined responsibilities and roles of the International Leadership Team (See Rule 8.1); except in emergencies or exceptional circumstances where the integrity or reputation of the Mission is at risk and only does so after consultation wherever possible with the International Leadership Team. 6.9 Board Meetings, Decision Making and Voting Board meetings may be held in person or via video or telephone conference, or other formats as the Board may decide No Board Meeting may be held unless a quorum is present The Chair shall chair Board Meetings, or if the Chair is absent, the Board shall elect a Board Member to chair that meeting The Chair or his nominee shall adjourn the meeting if necessary The Board will meet as required normally twice annually but not less than annually Only Board members may attend except where attendance is invited or approved by the Chair or a majority of Board members Decision Making and Voting As a faith-based mission endeavouring to be led by the Holy Spirit, decisions are to be made with that perspective and value clearly in mind, as well as following normal organisational practices. 9

13 All questions before the Board shall be decided by consensus. However, when consensus cannot be reached the question or resolution will be voted on if a majority of the meeting so wishes. A 61% majority of votes is required to pass a resolution or reach a decision For the purposes of this Rule 6.9.7, vote also includes a valid voting paper or vote received by mail, or electronically by the Secretary prior to the Board Meeting The Board seeks to make decisions by consensus with the International Leadership Team, and where there is disagreement; this should be resolved by further prayer, discussion and consultation in a spirit of collegiality In a situation where agreement between the Board and International Leadership Team cannot be reached, the procedure to resolve an impasse detailed in the Bylaws shall be followed Written Resolutions. A resolution in writing signed by all members of the Board shall be as valid and effectual as if it had been passed by a meeting of the Board duly convened and held. Any such resolution may consist of several duplicate documents (including facsimile or similar means of communication) in like form and each signed by one or more Board members Self-Regulation. Subject to statute and these Rules, the Board may regulate its own proceedings and practices Minutes. Minutes shall be recorded and securely held by the Secretary of all Board meetings including all those made by conference call or similar. These shall be circulated and agreed to by all Board members and shall be final. A summary of Board minutes shall be circulated to all International Leadership Team members. 10

14 7.0 International Director Role and Appointment. 7.1 The International Director (or other such title as decided upon by the Board after agreement with the International Leadership Team) is the leader of World Outreach International and bears overall responsibility for the day to day operations, ministry and management of the Society. 7.2 The International Director, as the leader of the Mission, chairs and leads a formally appointed International Leadership Team The International Director is responsible to ensure that the agreed aims and objectives of World Outreach International are fulfilled. 7.4 The International Director is responsible to ensure policies and procedures of World Outreach International are implemented. 7.5 The International Director is accountable to the Board of World Outreach International to fulfil his/her responsibilities. 7.6 The International Director shall, upon appointment, become a voting member of the Board but may not hold the role of Chair. 7.7 International Director Appointment The appointment of the International Director shall be facilitated by the Board in accordance with the procedures detailed in the Bylaws A Selection Committee of six persons shall be made up of three members appointed by the Board (normally but not necessarily including the incumbent International Director); and three persons other than the International Director appointed by the International Leadership Team The Selection Committee shall make a recommendation to the International Leadership Team and the Board Following the due processes detailed in the Bylaws, the Board shall then make a final recommendation to the voting members of the Society for ratification prior to any appointment. 11

15 8.0 International Leadership Team (or other such title as decided upon by the Board after agreement with the International Leadership Team). 8.1 International Leadership Team Role The International Leadership Team (ILT) which is chaired and led by the International Director carries responsibility for operational management, and the setting and implementation of mission, vision, strategy, goals, initiatives and policies. The defined responsibilities of the International Leadership Team are listed in below and the Bylaws For specific matters the International Leadership Team submits recommendations for ratification by the Board as follows: a) Changes or additions to World Outreach International s overall Mission/Vision/Values/Philosophy of Operation, Key Ministry Strategies/ Distinctives/Missiology prior to submission to members for their endorsement. b) Changes or additions to the Key Policies and Key Procedures of the Mission including Common Ground, grievance and discipline procedures, retirement criteria, and membership criteria. c) Additions or changes to the Bylaws of World Outreach International. d) Strategic plans, major goals and new initiatives, and major funding allocations in accordance with the Bylaws. e) Changes to key elements of the Organisational Structure including creating appropriate executive positions under the overall leadership of the International Director. f) Significant changes affecting Mission Partners including finances, e.g. personal, ministry and trust fund levies. g) Appointment and dismissal of International Leadership Team members, Senior Executives of World Outreach International, and Corporate Members of World Outreach International. h) Property Purchases and exercise of any financial powers listed in Rule 4.0 as delegated by the Board. i) Setting of the annual operational budget and annual distribution of any surplus operational funds. j) Matters arising which may affect the reputation of World Outreach International or the cohesiveness and unity of the worldwide body For other responsibilities as defined in the Bylaws, the International Leadership Team has full decision making authority. 12

16 8.2 Numbers and Composition of International Leadership Team Numbers: International Leadership Team numbers shall be a minimum of six and a maximum of eight (normally seven) Quorum: A quorum shall be five members. No formal meeting shall be held unless a quorum is present Composition: The International Leadership Team is made up as follows: a) International Director. b) Other executive positions as agreed by International Leadership Team and Board. c) For up to a seven member International Leadership Team at least two positions on the International Leadership Team shall be made up of members with field experience, but not in full-time senior line management positions of World Outreach International. For an eight member International Leadership Team at least three persons shall comply with the same requirements. 8.3 Appointments Process, Tenure and Succession Appointments.: The International Director facilitates the appointment of International Leadership Team members in accordance with the procedure in the Bylaws Term of Service: International Leadership Team members are appointed for a four year term Re-appointment: International Leadership Team members retiring shall be eligible for re-appointment as per the Bylaws procedure Cessation of International Leadership Team Membership: Persons cease to be an International Leadership Team member when any of the following occurs: a) They resign by giving written notice to the International Leadership Team and Board. b) Their term expires. c) They are removed by the International Leadership Team. The International Leadership Team may remove any member from the International Leadership Team by a 61% majority prior to completing their four year term of service subject to ratification by the Board. 13

17 8.4 Advisors. Power to co-opt advisors to the International Leadership Team. The International Leadership Team may appoint advisors with professional or other qualifications deemed appropriate by the International Leadership Team. Advisors can take part in any discussions before resolutions are passed but may not have a vote. 8.5 Minutes. Minutes shall be kept of all International Leadership Team meetings including those held by conference calls. These shall be circulated and agreed to by all International Leadership Team Members and shall be final. Minutes shall then be circulated to all Board members. 8.6 Delegation The International Leadership Team may at any time and from time to time within such limits as it may prescribe, delegate any of its powers to a Finance Committee or other sub-committee(s); the members of which need not necessarily be members of the International Leadership Team, provided however that the exercise of such powers by any such delegate shall be reported to the International Leadership Team at its next meeting Any powers so delegated under the preceding clause may be revoked by the International Leadership Team at any time, such revocation taking effect as from the time of delivery by the International Leadership Team of notice thereof. 8.7 International Leadership Team Meetings, Decision Making and Voting All decisions taken by the International Leadership Team shall be decided collegially i.e. taking shared responsibility and in partnership, and by consensus where possible However when consensus cannot be reached the question or resolution will be voted on if a majority of the meeting so wishes. A 61% majority of votes is required to pass a resolution or reach a decision Should the International Director wish to oppose a 61% majority decision then he/she is able to request the Board to facilitate a mediation process The International Leadership Team shall meet at least twice annually. 14

18 9.0 Discipline, Termination of Membership, Grievance Procedures, Disputes Resolution and Access to Information 9.1 Members shall have recourse to having their grievances investigated and disputes resolved in accordance with the procedures contained in the Bylaws and/or the Procedures and Policies of the mission viz. Common Ground and Operations Manual. 9.2 In the event of complaints regarding suspected misconduct of any member, the procedures contained in the Bylaws and/or the Procedures and Policies of the mission viz. Common Ground and Operations Manual, with respect to investigating any such allegations, disciplinary action and/or possible termination of membership shall be followed. 9.3 Members are entitled to request electronic copies of the mission s annual financial report summaries; minutes of previous annual general meetings; all Rules, Bylaws, Policies and Procedures, as well as member lists containing basic information only about other members Society Meetings 10.1 A Society Meeting is either an Annual General Meeting or a Special General Meeting The Annual General Meeting shall be held once every year no later than eleven months after the year-end Financial Reporting date at a time determined by the Board. No more than 15 months shall elapse between Annual General Meetings The business of an Annual General Meeting shall be: (a) Receiving any minutes of the previous Society s Meeting(s); (b) The Chair s and/or the International Director s report on the business of the Society; (c) A financial report for the previous year on the finances of the Society; (d) Appointment of the Secretary (normally the Executive Manager or equivalent position); (e) Appointment of one of the Board members as the Statutory Officer; (f) Appointment of the Auditor or Independent Financial reviewer; (g) Summary presentation of disclosures of financial interest by officers in matters being considered during the previous year; (h) Motions to be considered including appointment of Board and International Leadership Team members. 15

19 No other business shall be transacted at Society meetings except those items which all members have been previously notified of The Board can call for a Special General Meeting at their initiative; and must call a Special General Meeting if the Secretary receives a written request signed by at least: (a) 15% of the Members; or (b) 61% of the International Leadership Team members Notification of meetings. Prior to any meeting the Secretary shall: (a) Give all voting Members at least thirty-one days written notice of the meeting and at least fourteen days notice of the business to be conducted at any Society Meeting; (b) Additionally, the Secretary will provide as applicable: (i) A copy of the Chair and/or the International Director s annual report on the Society s operations and of the Annual Financial Statements as approved by the Board; (ii) A list of Nominees for the Board, and information about those Nominees if it has been provided; (iii) Notice of any motions and the Board s or International Leadership Team s recommendations about those motions; (iv) If the Secretary has sent a notice to all Members in good faith, the Meeting and its business will not be invalidated simply because one or more Members do not receive the notice Meeting Chair. All Society Meetings shall be chaired by the Board Chairperson. If the Chairperson is absent, the Society shall elect another member from the Board to chair that meeting Voting. The Society is a worldwide organisation making it impractical for most members to attend a meeting in person. Therefore, any voting Member may attend and vote in person, or vote through a nominated proxy attending the meeting, or vote in writing electronically or otherwise prior to Society meetings. For the purposes of this Rule 10, vote also includes a valid voting paper or vote received by mail, facsimile, or other verifiable electronic method by the Secretary prior to a Society meeting Quorum. Unless otherwise specifically stated in these Rules or Bylaws, no motions may be passed at a Society meeting unless a quorum of at least 25% of Members eligible to vote either attend, or vote through appointed proxies, or vote on motions in advance by written response (electronically or otherwise). 16

20 10.9 Required Majority. On any given motion except Members Motions (see Rule 10.13) at a Society Meeting, the motion will be decided by the counting of votes of those attending in person, plus proxy votes, plus written votes received ahead of the meeting (electronically or otherwise). The motion will be carried if more than twothirds of votes received are in favour; unless specified otherwise in these Rules or Bylaws in particular see Rule c Minutes shall be recorded and circulated to all members Any category of member may attend any Society meeting; but only members eligible to vote may do so For the purposes of this Rule 10, Member shall be defined as those members who have voting rights as determined in accordance with the Bylaws Members Motions. Any Member may request that a motion be voted on ( Member s Motion ) at a Society meeting, by giving written notice to the Secretary. The Member may also provide information in support of the motion ( Member s Information ) The Board may, in its absolute discretion, decide whether or not the Society will vote on the motion However, if the Member s Motion is endorsed in writing by at least 15% of eligible voting Members; (a) It must be voted on at a Society Meeting; and (b) The Secretary must give the Member s name and information to all Members at least thirty-one days before the next meeting which must be held within six months of receiving the Members Motion ; (c) A Member s Motion which is NOT supported by a 61% majority of either the International Leadership Team or the Board will only be carried if at least 50% of ALL eligible voting members vote in favour in person or in writing electronically or otherwise The Board and/or International Leadership Team may also decide to put forward motions for the Society to vote on ( Board motions or International Leadership Team motions ) which shall be suitably notified in accordance with Rule 10.5 and a meeting held within six months of receiving the motion. 17

21 11.0 Money and Other Assets of the Society 11.1 The Society may only use money and other assets if it is for a purpose of the Society The International Leadership Team are accountable to the Board for the control and management of finances under Rule 8.1 which must include submitting an annual budget to the Board for approval, and have an annual external audit review carried out and submitted to the Board. See Rule Donations received on behalf of any ministries, Mission Partners or members of World Outreach International for the purpose of achieving their charitable objectives are payable in full to those ministries or members less any levies or fees to such ministries or members as defined in the Bylaws Donations which are not designated for a specific person or ministry but received for specific nations or types of ministry shall be allocated to ministries as far as reasonably possible to meet the donor s intentions Accounting records shall be kept in a manner compliant with Law and current accounting standards for charitable organisations. The processes of how authority is given to make decisions; and the control and record keeping of financial and other assets including paying of expenses, will be in accordance with the Bylaws Bank Accounts The International Leadership Team shall maintain bank accounts in the name of World Outreach International and shall manage these in a manner consistent with current best practice or as prescribed in the Bylaws New Zealand funds A separate bank account shall be used for all funds designated for use in New Zealand. These funds shall be used exclusively for the purpose of payment of expenses incurred in New Zealand by World Outreach International Member s Levies Financial levies shall be payable by members in accordance with the Bylaws If any Member does not pay the due levies or fees by the date set by the International Leadership Team, the International Leadership Team has the option to give written notice that, unless the arrears are paid by a nominated date, the Membership will be suspended or terminated. After that date, the Member shall at the discretion of the International Leadership Team (without being released from the obligation of payment of any sums due to the 18

22 11.9 Financial Year Society) have no Membership rights and shall not be entitled to participate in any Society activity. Renewal of membership for those suspended shall be at the discretion of the International Leadership Team. The financial year of the Society begins on 1st January of every year and ends on 31st December of the same year Assurance on the Financial Statements The Society shall appoint an Auditor to conduct an audit or audit review of the annual financial statements of the Society to the standards required by the External Reporting Board. The Auditor shall report on whether the financial statements are prepared in all material respects in accordance with the Society s accounting policies The Auditor or reviewer must be a suitably qualified person, and must not be a member of the Society or Board or International Leadership Team, or an employee of the Society If the Society appoints an Auditor who is unable to act for some reason, the Board shall appoint another Auditor as a replacement The International Leadership Team is responsible to provide the auditor with (a) Access to all information of which the International Leadership Team is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters; (b) Additional information that the auditor may request from the International Leadership Team for the purpose of the audit; and (c) Reasonable access to persons within the Society from whom the auditor determines it necessary to obtain evidence No Private Pecuniary Profit that: No private pecuniary profit shall be made by any person from the Society except a. Any Board or International Leadership Team member may receive full reimbursement properly incurred by that Board or International Leadership Team member in connection with the affairs of the Society. b. The Society may pay reasonable and proper remuneration based on a typical arms-length transaction to any officer or member of the Society (whether a 19

23 Board or International Leadership Team member or not) in return for services actually rendered to the Society. c. Any Board or International Leadership Team member may be paid all usual professional business or trade charges for services rendered, time expended and all acts done by the Board or International Leadership Team member or any firm or entity of which that Board or International Leadership Team member is a member, employee, or associate in connection with the affairs of the Society Disclosure or Conflict of Interest Any Member may contract and have dealings with the Board or International Leadership Team in respect of the organisation whether as purchaser, vendor, lessor, lessee, licensee, licensor, manager, employee or otherwise howsoever provided that if any member or any other person (where that person and the member or associated member are as defined in the Income Tax Act 2007) either personally or by virtue of being a director or shareholder of any company or as trustee of any other trust; a) is in any way interested or in any contract or dealing with the Board or International Leadership Team; or b) shall have an interest or duty in any particular matter or matters which shall conflict with the duty of the Board or International Leadership Team or the terms of the society herein, then such member must, prior to any relevant discussion, declare his or her interest in the matter and shall not be entitled to participate in or vote in any consideration of it by the Board or International Leadership Team, AND provided further that nothing herein shall authorize or permit the granting of any benefit or advantage or the payment of any income or property to any person in breach of the provisions of Rule Common Seal and Documents 13.1 The Board shall provide a Common Seal for the Society and may from time to time replace it with a new one The Secretary shall have custody of the Common Seal which shall be used for deeds, and only be used by the authority of the Board Execution of Documents. Documents shall be executed for World Outreach International pursuant to a written resolution of the Board as follows: (a) Deeds - by affixing the Common Seal, where that document is a deed, witnessed by two members of the Board at least one of whom shall be the International Director or Board Chairperson; or for 20

24 (b) Other Documents - by two members of the Board, at least one of whom shall be the International Director or Board Chairperson, signing on behalf of World Outreach International Bylaws, Policies and Procedures to govern the Society 14.1 The document Bylaws of World Outreach International contains key Procedures and Policies which are an adjunct to these Rules and shall be binding on all Members, Board members and International Leadership Team members The International Leadership Team may from time-to-time make, alter or rescind other general Procedures and Policies for the general management and control of the Society s activities which are contained in the Common Ground and Operations Manual documents; so long as these changes are not in conflict with these Rules or Bylaws or to the provisions of law. Any such changes shall be communicated for comment to the Board at least thirty-one days prior to formal issuing to the members Alterations or Additions to these Rules or Bylaws 15.1 The Society may only alter, add to, rescind or replace these Rules, or any Bylaws referred to in Rule 14.1 at a Society Meeting by a resolution passed by a 2/3 rd majority vote of votes received from eligible voting members in accordance with Rule 10.8 and No alteration, addition to or revision of the Rules shall be approved if it affects the not-for-profit/charitable objectives, personal benefit prohibition or the winding-up rules of World Outreach International. This Rule 15.2 must not be removed from these Rules and must be included in any alteration of, addition to, or revision of these Rules Any proposed motion to amend or replace these Rules shall be given in writing to the Secretary at least sixty days before the Society Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal. In order for the motion to be voted upon it shall first be endorsed in writing electronically or otherwise: (a) by at least 15% of eligible voting Members; or (b) by at least 61% of the Board members; or (c) by at least 61% of the International Leadership Team members At least thirty-one days before the General Meeting at which any Rule change is to be considered, the Secretary shall give to all Members written notice of the 21

25 proposed motion, the reasons for the proposal, and any recommendations the Board and/or the International Leadership Team have Indemnity 16.1 The Society shall indemnify every member of the Board and International Leadership Team, the International Director and other officers and employees of World Outreach International in respect of all liability arising from the proper performance of their functions connected with World Outreach International The Society, if it so decides, may arrange insurance for any of the above officers in respect of liability (except criminal liability) for any acts or omissions committed by the officer in his or her capacity as an officer Winding up 17.1 The Society must be wound up if World Outreach International, at a Special or General Meeting of its members, passes a special resolution by a 60% majority of ALL eligible voting members requiring World Outreach International to be wound up; and the resolution is confirmed by a similar majority at a subsequent Special or General meeting called for that purpose and held not less than sixty days after the date on which the resolution so to be confirmed was passed If upon winding up or dissolution of World Outreach International, whether voluntarily or by the Registrar of Incorporated Societies or otherwise, there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed among the members of World Outreach International but shall be given or transferred to some other society, body, or organisation having purposes similar to the purposes of World Outreach International, or to some other charitable organisation in New Zealand Such distribution shall be determined by the Board at or before the time of dissolution and in default thereof, by the High Court of New Zealand. 22

26 18.0 Definitions. In these Rules (Constitution): a. Majority vote means a vote made by more than half of the Members who are either present at a Meeting and who are entitled to vote and voting at the Meeting upon a resolution put to that Meeting; or who have voted on motions in writing electronically or otherwise prior to the meeting ( two-thirds majority requires at least 67% of the total vote). b. Money or Other Assets means any real or personal property or any interest therein, owned or controlled to any extent by the Society. c. Society Meeting means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting. d. Use of Money or Other Assets means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with Money or Other Assets. e. Written Notice means communication by post, electronic means (including , and website posting), or advertisement in periodicals, or a combination of these methods. f. In writing means by letter or electronic communication by or other electronic means. g. It is assumed that - i. Where a masculine is used, the feminine is included. ii. Where the singular is used, plural forms of the noun are also inferred. iii. Headings are a matter of reference and not a part of the rules. h. Matters not covered in these Rules, Bylaws and referred Procedures and Policies shall be decided upon by the International Leadership Team. i. Consensus means when the whole committee is prepared to accept and support the required majority decision. It does not imply a 100% majority agreement. No Consensus is when one or more committee members cannot agree to support the required majority decision. j. Bylaws - these refer to the document entitled Bylaws of World Outreach International. k. Procedures and Policies referred herein not contained in the Rules or Bylaws are contained in the documents entitled Common Ground and Operations Manual. 23