Nurse Maude Association Act 2000
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Reprint
as at 1 April 2014
Nurse Maude Association Act 2000
| Private Act | 2000 No 2 |
| Date of assent | 19 August 2000 |
| Commencement | see section 2 |
Note
Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.
Note 4 at the end of this reprint provides a list of the amendments incorporated.
Contents
5 Objects of Association are charitable
19 Protection of officers and members
20 Appointment of chief executive officer
21 Delegation of powers of Board
26 Further provisions applying to Board
27 Dissolution and disposal of property
Schedule
Provisions applying in respect of Association and Board
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Preamble
(1) The Nurse Maude District Nursing Association was an unincorporated body before it was constituted as an incorporated body under The Nurse Maude District Nursing Association Act 1967:
(2) The members of the Association wish—
(A) the Association to be renamed as the Nurse Maude Association; and
(B) the structure of the Association to be modernised and reorganised:
(3) The objects of this Act cannot be achieved without the authority of Parliament.
1 Title
This Act is the Nurse Maude Association Act 2000.
2 Commencement
This Act comes into force on the 28th day after the date on which it receives the Royal assent.
3 Interpretation
In this Act, unless the context otherwise requires,—
Association means the Nurse Maude Association constituted by section 4
Board means the Board of the Association
Board member means a person elected or appointed as a member of the Board
chief executive officer means the chief executive officer of the Association
member means a member of the Association
ordinary member means an ordinary member of the Association
ordinary resolution means a resolution that is approved by a simple majority of the votes of those persons entitled to vote and voting on the question
special resolution means a resolution approved by a majority of 75% or more of the votes of those persons entitled to vote and voting on the question.
4 Constitution of Association
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(1) There is an Association called the Nurse Maude Association.
(2) The Association is a body corporate with perpetual succession.
(3) The Association is the same body known as the Nurse Maude District Nursing Association existing immediately before the commencement of this Act under the Nurse Maude District Nursing Association Act 1967.
Compare: 1967 No 1 (P) s 3
5 Objects of Association are charitable
The objects of the Association are charitable.
6 Objects
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(1) The objects of the Association are—
(a) to care for, nurse, and assist persons in need:
(b) to investigate and relieve the distress of persons in need:
(c) to provide, manage, and control homes, hospices, hospitals, nursing services, home aid services, and related services for persons in need.
(2) For the purposes of this section, persons in need means persons in New Zealand who need care, support, or assistance because they are sick, injured, infirm, or disabled.
Compare: 1967 No 1 (P) s 7
7 Powers of Association
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For the purposes of pursuing its objects, the Association has—
(a) full capacity to carry on or undertake any business or activity, do any act, or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers, and privileges.
Compare: 1967 No 1 (P) s 8
8 No payments to members
Except as provided in section 9, no direct or indirect payment by way of dividend, bonus, or other payment may be made to a member of the Association from the income and property of the Association.
9 Payments
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(1) The following payments may be made from the income and property of the Association:
(a) the payment of remuneration to employees of the Association or members of the Association in return for services or goods:
(b) the repayment of money borrowed or the payment of interest on money borrowed:
(c) the payment of necessary administrative expenses:
(d) the payment of remuneration or the provision of other benefits to a Board member for services as a Board member as set out in the Schedule:
(e) the payment of the expenses of a Board member as set out in the Schedule.
(2) Payments made under subsection (1) must be reasonable, and must not exceed a fair value.
10 Membership of Association
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The membership of the Association consists of—
(a) ordinary members; and
(b) other classes of members as are from time to time authorised by the Association in general meeting.
Compare: 1967 No 1 (P) s 9
11 Ordinary members
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(1) The Board may from time to time admit as ordinary members persons who are annual subscribers and who pay the annual subscription determined by the Board to the Association in any financial year.
(2) A person paying an annual subscription is an ordinary member of the Association from the date of payment of the subscription to the close of the annual general meeting for the financial year during which the subscription was paid.
Compare: 1967 No 1 (P) s 9
12 Register of members
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(1) The Association must maintain at its office a register of the names of all its members.
(2) The names and addresses of members and the date of payment and amount paid as the annual subscription in any financial year must be entered in the register.
(3) A member is entitled to inspect the register free of charge during the normal office hours of the Association.
(4) The register is conclusive evidence of membership.
Compare: 1967 No 1 (P) s 9(2)
13 Financial year
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The financial year of the Association ends on 30 June in each year or another day as may be decided from time to time by the Board.
Compare: 1967 No 1 (P) s 11
14 Board of Association
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(1) There is a Board of the Association called the Board of the Nurse Maude Association.
(2) The Board consists of no fewer than 8 and no more than 12 persons elected by members of the Association at the annual general meeting.
(3) At an annual general meeting the number of members of the Board may be reduced by special resolution to a number no fewer than 8.
(4) Members of the Board must be members of the Association.
(5) At each annual general meeting 3 members of the Board must retire, but are eligible for re-election.
(6) The 3 members of the Board who must retire at the annual general meeting are the members who have been in office the longest but, if 2 or more members have been in office for the same length of time, the members who must retire must be decided by ballot.
(7) Nominations for new Board members must be—
(a) in writing; and
(b) signed by at least 1 ordinary member; and
(c) delivered to the chief executive officer at least 7 days before the date of the annual general meeting.
Compare: 1967 No 1 (P) s 12
15 Chairperson
As soon as practicable after each election of Board members, the Board must appoint one of its members to be the Chairperson of the Board.
16 Interested members
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(1) A Board member may enter into a contract or arrangement with the Association in the member’s personal capacity.
(2) A Board member is not liable to account to the Association for any profit derived from a contract or arrangement entered into for fair value in that member’s personal capacity by reason only of the Board member holding that office or of the fiduciary relationship existing between the Board member and the Association.
(3) Despite subsections (1) and (2), if a Board member has an interest in a contract or arrangement, the Board member’s interest must be disclosed by the member either—
(a) at the meeting of the Board at which the contract or arrangement is first considered if the interest then exists; or
(b) in any other case, at the first meeting of the Board after the acquisition of the interest.
(4) The Board member must not vote in respect of any contract or arrangement in which the member is interested.
17 Management of Association
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The management of the affairs of the Association must be managed by or under the direction or supervision of the Board.
Compare: 1967 No 1 (P) s 12
18 Powers of Board
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(1) The Board has all the powers necessary for the purposes of section 17.
(2) Without limiting subsection (1), the Board may—
(a) dispose of grants, devises, bequests, or gifts of real or personal property made to the Association in any manner the Board thinks fit:
(b) apply funds of the Association to further the objects of the Association:
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(c) in the name and on behalf of the Association,—
(i) enter into contracts and joint ventures:
(ii) borrow, raise, or secure the payment or repayment of money in the manner the Board thinks fit:
(iii) constitute and fund charitable trusts and trading companies:
(iv) give guarantees:
(d) invest, in the manner the Board may determine from time to time, money belonging to or vested in the Association.
(3) The exercise of the Board’s powers is subject to the terms of any deed of trust or endowment.
Compare: 1967 No 1 (P) s 8
19 Protection of officers and members
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(1) Neither the Chairperson nor the Board members are personally liable for any act or default done or made by the Association, Board, or any officer or employee of the Association, in good faith in the course of the operations of the Association.
(2) Except where otherwise provided in this Act, membership of the Association does not of itself impose on the members any liability in respect of any contract, debt, or other obligation made or incurred by the Association.
(3) The Board may cause the Association to effect insurance for Board members or former Board members or for employees or former employees of the Association in respect of—
(a) liability for any act or omission in his or her capacity as a Board member or employee; or
(b) costs incurred by that Board member or former Board member or employee or former employee in defending or settling a claim or proceeding relating to such liability.
20 Appointment of chief executive officer
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(1) The Board may from time to time appoint a chief executive officer.
(2) The chief executive officer is appointed on the terms and conditions agreed between the Board and the chief executive officer.
21 Delegation of powers of Board
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(1) The Board may delegate to the chief executive officer some or all of its powers and authorities as the Board considers necessary to manage the affairs of the Association.
(2) A delegation must be in writing and may be made subject to any restrictions and conditions the Board thinks fit.
(3) A delegation must include a direction requiring the chief executive officer to report regularly to the Board about the exercise of each power or authority delegated to the chief executive officer.
(4) A delegation is revocable at any time in writing.
(5) A delegation does not affect or prevent the exercise of any function or power by the Board.
(6) A chief executive officer purporting to act under a delegation is presumed to be acting in accordance with its terms unless the contrary is proved.
22 Method of contracting
A contract or other enforceable obligation may be entered into by the Association as follows:
-
(a) an obligation that, if entered into by a natural person, would, by law, be required to be by deed, may be entered into on behalf of the Association, in writing, signed under the name of the Association by—
(i) 2 or more Board members of the Association; or
(ii) 1 or more attorneys appointed by the Association in accordance with section 23:
(b) an obligation that, if entered into by a natural person is, by law, required to be in writing, may be entered into on behalf of the Association, in writing, by a person acting under the Association’s express or implied authority:
(c) an obligation that, if entered into by a natural person, is not, by law, required to be in writing, may be entered into on behalf of the Association, in writing or orally, by a person acting under the Association’s express or implied authority.
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23 Attorneys
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(1) The Association may, by an instrument in writing executed by 2 or more Board members, appoint a person as its attorney either generally or in relation to a specified matter.
(2) An act of the attorney in accordance with the instrument binds the Association.
(3) The provisions of Part 12 of the Property Law Act 1952 apply, with the necessary modifications, in relation to a power of attorney executed by the Association to the same extent as if the Association were a natural person and as if the commencement of the liquidation of the Association were the death of a person within the meaning of that Part.
24 Auditor
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(1) The Association must appoint an auditor to audit the financial statements of the Association as soon as practicable after the end of each financial year.
(2) The auditor must be a person who is a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.
Compare: 1967 No 1 (P) s 14
Section 24(2): replaced, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
25 Costs and charges
-
The costs, charges, disbursements, and expenses of preparing, promoting, and passing this Act may be paid by the Association.
Compare: 1967 No 1 (P) s 17
26 Further provisions applying to Board
The provisions set out in the Schedule apply in respect of the Association and Board.
27 Dissolution and disposal of property
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(1) The Association may be put into liquidation if, at a special general meeting of the Association’s members, it passes a special resolution appointing a liquidator and the resolution is confirmed at a subsequent special general meeting called for that purpose and held not sooner than the 28th day and not later than the 42nd day after the day on which the resolution to be confirmed was passed.
(2) Part 16 of the Companies Act 1993 applies, with such modifications as may be necessary, to the liquidation of the Association as if the resolution has been passed under section 241(2) of that Act.
(3) For the purposes of subsection (2) and without limiting that subsection, section 313(4) of the Companies Act 1993 must be read as if paragraphs (a) and (b) were omitted, and the words
“to charitable purposes that come within the objects specified in section 6”
were substituted.
28 Repeals
The Nurse Maude District Nursing Association Act 1967 (1967 No 1 (P)) is repealed.
Schedule |
Association
1 Annual general meetings of Association
-
(1) The annual general meeting must be held once in every calendar year at a time and place in Christchurch appointed by the Board or its Chairperson.
(2) An annual general meeting must be held not later than 15 months after the previous annual general meeting.
(3) The notice calling the annual general meeting must state the nature of the business to be transacted and the text of any resolution to be submitted.
(4) The business at the annual general meeting must include the receipt of the annual report and financial statements, the election of Board members, and the appointment of the auditor.
(5) Business transacted at an annual general meeting must be authorised by ordinary resolution unless otherwise expressly required by the Act.
Compare: 1967 No 1 (P) s 10
2 Report for annual general meeting
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(1) The Board must prepare a report on the operations and activities of the Association for the previous financial year.
(2) The report must include—
(a) a statement showing the financial position of the Association as at the end of the previous financial year; and
(b) a statement of financial performance for the previous financial year; and
(c) the auditor’s report for the previous financial year.
(3) Copies of the annual report and financial statements must be included with the notice of meeting given to members.
3 Special general meetings of Association
-
(1) A special general meeting must be called—
(a) if the chief executive officer receives a request in writing signed by no less than 20 ordinary members requesting a special general meeting; or
(b) the Board instructs the chief executive officer to call a special general meeting.
(2) The requisition for a special general meeting must state the nature of the business to be transacted and the text of any resolution to be submitted at the meeting.
(3) Business transacted at a special general meeting must be authorised by ordinary resolution unless otherwise expressly required by the Act.
4 Quorum and voting
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(1) At a meeting of the Association the quorum necessary for the transaction of business is 10 ordinary members.
(2) Each ordinary member has 1 vote and the Chairperson has 1 vote and a casting vote.
(3) Proxy votes are not permitted.
5 Payments by Association
The Association’s members in general meeting may, by ordinary resolution, authorise the payment of remuneration or the provision of other benefits by the Association to a Board member for services as a Board member.
6 Notice of meeting
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(1) Notice of all meetings must be given to the members either personally or by post in a prepaid letter addressed to the member at the address entered in the register.
(2) The notice must include the time and place of the meeting and must be sent to each member not less than 14 days before the meeting.
(3) If the notice is sent by post, notice is deemed to have been served 24 hours after the time of posting.
Board of Association
7 Extraordinary vacancies
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(1) The Chairperson or a Board member may at any time be removed from office by the Board for disability affecting the performance of the Chairperson’s or Board member’s duties, neglect of duty, or misconduct proved to the satisfaction of the Board.
(2) A Board member who fails to attend 3 consecutive meetings without leave of the Board may be removed from office by the Board.
(3) The Chairperson or a Board member may at any time resign office by giving notice in writing to that effect to the Association.
(4) If the Chairperson or a Board member dies, or resigns, or is removed from office, the vacancy created is an extraordinary vacancy.
(5) An extraordinary vacancy may be filled by the appointment of a person by the Board.
(6) The person appointed to fill the vacancy holds office,—
(a) in the case of the vacancy of Chairperson, until the next election of Board members; or
(b) in the case of a Board member, for the remainder of the term for which the person’s predecessor was elected.
(7) The Board may defer the appointment of a Board member to fill an extraordinary vacancy if an election of Board members is to occur within 6 months after the extraordinary vacancy is created.
(8) The powers of the Board are not affected by a vacancy in the office of Chairperson or its membership.
8 Quorum and voting
-
(1) At a meeting of the Board the quorum necessary for the transaction of business is 5 Board members.
(2) Business transacted at a meeting must be authorised by ordinary resolution unless otherwise expressly stated.
(3) Each Board member has 1 vote and the Chairperson has 1 vote and a casting vote.
(4) Proxy votes are not permitted.
Compare: 1967 No 1 (P) s 12(9)
9 Payments by Board
-
The Board may pay out of the funds of the Association the expenses of a Board member for attending—
(a) meetings of the Board:
(b) meetings of a committee appointed by the Board:
(c) a conference, or convention, or any other activity related to the objects of the Association.
Compare: 1967 No 1 (P) s 12(10)
10 Board to regulate own procedure
Subject to this Act, the Board may regulate its procedure in such manner as it thinks fit.
11 Committees
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(1) The Board may from time to time appoint committees, consisting of such persons as the Board thinks fit (whether or not they are members of the Board), to consider, inquire into, manage, or regulate any matter.
(2) The Board may from time to time, by written notice, delegate (subject to restrictions and conditions) to a committee any function or power.
(3) Every committee appointed under this clause is subject to the control of the Board, and may at any time be discharged, altered, or reconstituted by the Board.
(4) Subject to any general or special directions given or conditions imposed by the Board, a committee to which a function or power is delegated may exercise that function or power in the same manner and with the same effect as if it were the Board.
(5) A delegation is revocable at will by the Board and does not prevent the exercise of any function or power by the Board.
(6) A committee purporting to act pursuant to a delegation is, until the contrary is proved, presumed to be acting in accordance with the terms of the delegation.
Compare: 1967 No 1 (P) s 12(11)
12 Minute book
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(1) The Board must keep proper minutes of general meetings of the Association, meetings of the Board, meetings of committees of the Board, and attendance and business transacted at those meetings.
(2) The minutes of the meetings, if purporting to be signed by the Chairperson of the meeting or by the Chairperson of the next meeting, are prima facie evidence in any proceedings of the facts stated.
Compare: 1967 No 1 (P) s 16
Reprints notes
1 General
This is a reprint of the Nurse Maude Association Act 2000 that incorporates all the amendments to that Act as at the date of the last amendment to it.
2 Legal status
Reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by any amendments to that enactment. Section 18 of the Legislation Act 2012 provides that this reprint, published in electronic form, has the status of an official version under section 17 of that Act. A printed version of the reprint produced directly from this official electronic version also has official status.
3 Editorial and format changes
Editorial and format changes to reprints are made using the powers under sections 24 to 26 of the Legislation Act 2012. See also http://www.pco.parliament.govt.nz/editorial-conventions/
.
4 Amendments incorporated in this reprint
Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102): section 126
Versions
Nurse Maude Association Act 2000
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