CONSTITUTION OF THE NEW ZEALAND INSTITUTE OF INTERNATIONAL AFFAIRS

The Institute shall be known as “The New Zealand Institute of International Affairs” (“the Institute”).

 The Institute was established in 1934 to promote discussion and understanding of international issues and emerging trends, particularly as these may relate to New Zealand, thereby fulfilling its principal charitable object of advancing education in these areas.  The Institute seeks to do this in a manner that is relevant to the modern world.  It is a charitable society registered as a board under the Charitable Trusts Act 1957 and is registered under the Charities Act 2005.

The Institute is a non-political organisation and shall not itself express any opinion or adopt a position on any international issue or emerging trend.  A statement to this effect shall appear in every publication of the Institute.

The funds, income and property of the Institute, from whatever the source, shall be applied solely towards the exclusively charitable objects of the Institute within New Zealand.

To achieve its purposes, the Institute may:

Promote study, discussions, lectures, films and public addresses;

Maintain a library of books and other publications;

Undertake research;

Publish books, pamphlets, records and other works;

Publish the journal New Zealand International Review (“the Review”); and

Engage in such other activities consistent with its purpose and approved by the National Council.

To achieve its purposes the Institute may also, through its National Council:

Accept grants or other assistance, as the National Council shall determine;

Set and levy subscriptions from Corporate and Institutional Members;

Encourage, promote and assist branches of the Institute (“Branches”) within New Zealand;

Set and levy Branches for the costs of publishing the Review and the administration expenses incurred by the National Council;

Subject to clause 3 of Article II, co-operate with any appropriate body or group of persons within or outside New Zealand;

Hold property, raise or borrow money, and invest or reinvest in securities, as the National Council shall determine; and

Make such regulations and bylaws as may be considered necessary or desirable to further the purpose of the Institute provided that no such regulation or by-law shall prejudice the status of the Institute as a registered charitable society under the Charitable Trusts Act 1957, its registration status under the Charities Act 2005, or any charitable tax status it may have under any legislation administered by Inland Revenue.

The Institute and each Branch may undertake activities consistent with the exclusively charitable purposes of the Institute as each thinks fit, and decide the groups or persons, whether or not members of the Institute, who may be invited to take part in any particular activity.

The Institute shall not exercise its powers in any way to confer on any person any benefit, advantage or income where such person is able by virtue of their capacity as such person to directly or indirectly materially influence the determination of the nature or amount of such benefit, advantage or income or the circumstances in which it is or it is to be so received, gained, achieved, afforded or derived.

A Branch may, with the prior approval of the National Council, be established in any place in New Zealand. The Branch must have the same purposes as the Institute. A new Branch shall have a minimum of 10 founding members. Branch officers are responsible for ensuring that Branch activities shall not prejudice the status of the Institute as a registered charitable society under the Charitable Trusts Act 1957, its registration status under the Charities Act 2005, or any charitable tax status it may have under any legislation administered by Inland Revenue.

Each Branch shall fix the annual subscription rates for its members and remit to the Executive Director:

An amount set by the National Council to help cover the cost of the Review; and

An amount set by the National Council (if any, and only after consultation with the Branch concerned), to help cover the administrative expenses of the Institute’s national office and directorate.

Each Branch shall hold an annual meeting at a time to be determined by the Branch and forward to the Executive Director, within one month after its annual meeting, and prior to the annual meeting of the National Council, a report outlining the work and financial performance of the Branch for the past year. Upon the formation of a Branch and after each annual meeting the Branch shall provide the Executive Director with the names of its Officers who together will form the committee of the Branch (“Committee”).

The National Council may, after considering any representations the Branch concerned may wish to make, withdraw its recognition of a Branch of the Institute and the Branch must then be disestablished. In the event a Branch is disestablished, all members of that Branch will cease to be members of the Institute, all property of the Branch shall be transferred to the Institute and, to the extent required by law, interested parties shall be advised of the disestablishment of the Branch.

Members of the Institute shall belong to one of the following categories:

Institutional members;

Corporate members;

Life members:

Only Branches of the Institute may admit ordinary members, family members or student members. Upon acceptance of membership, such persons shall be deemed to be members of the relevant Branch.

Subject to this Constitution, each Branch may:

Set special conditions to be complied with or qualifications to be possessed by candidates for membership of that Branch; and

Prescribe the rights and privileges to be attached to any category of members or to particular members.

Each Institute and Branch member shall be entitled to receive a copy of the Review.

Upon the admission of an ordinary, family, or student member to a Branch, the Branch shall inform the Executive Director of the full name and address of the new member.

An institution, department of state, foreign diplomatic mission, or voluntary body approved by the National Council, and contributing an annual subscription fixed by the National Council, shall be termed an institutional member and be entitled to nominate the number of representatives determined by the National Council. Each person so nominated shall be deemed an ordinary member of an appropriate Branch and be entitled to the privileges of membership of the Institute (other than the receipt of the Review), without the payment of any individual subscription. In the event of the subscription of an institutional member not being received, all membership rights will cease, and the member’s representatives shall cease to be deemed to be members of the relevant Branch. The rights and privileges of an institutional member will be those prescribed by the National Council.

A corporation, department of state, foreign diplomatic mission, trade association, firm or institution contributing an annual subscription fixed by the National Council, shall be termed a corporate member and entitled to nominate the number of representatives determined by the National Council. Each person so nominated shall be deemed an ordinary member of an appropriate Branch and entitled to the privileges of membership of the Institute (other than the receipt of the Review), without the payment of any individual subscription. In the event of the subscription of a corporate member not being renewed, all membership rights will cease, and the member’s representatives shall cease to be deemed to be members of the relevant Branch. The rights and privileges of a corporate member will be those prescribed by the National Council.

The Institute may appoint a small number of persons to the category of Life Membership on the recommendation of the Standing Committee. Appointment will be made at the annual meeting of the Institute. Appointment will be restricted to those persons who, in the view of the National Council, have made an exceptional contribution to the work of the Institute or to the formulation and execution of New Zealand foreign and trade policy, or to the promotion of New Zealand’s interests abroad.

Any may resign by giving one month’s notice in writing addressed in the case of an ordinary, family, retired or student member to the Secretary of the appropriate Branch, or, in the case of an institutional or corporate member, to the Executive Director.

The Committee of a Branch in the case of an ordinary, family, or student member, or the National Council in the case of an institutional or corporate member, may refuse or return any membership subscription and the member in question shall cease to be a member of the Branch or Institute, as the case may be.

The Committee of a Branch (in the case of an ordinary, family or student member) or the National Council (in the case of an institutional or corporate member) may invite any member in writing to retire within a specified time for failure to comply with this Constitution or any of the other duties of a member.

The affairs of the Institute shall be administered by a National Council consisting of the elected officers listed in the following clause, two representatives nominated by each of the Branches, the Managing Editor of the New Zealand International Review and the Honorary Vice-Presidents.

The elected officers of the Institute shall consist of a President, a Vice-President, a Treasurer, and the Chairman of the Research Committee (“the elected officers”).

Any member of the Institute shall be eligible for election or appointment as an officer of the Institute.

The elected officers shall be elected at the annual meeting of the National Council to serve until the next annual meeting or until their successors have been elected. If any elected officer retires or for any other reason ceases to act, the Standing Committee may select a successor who shall remain in office until the next annual meeting or until his or her successor has been elected.

The National Council may from time to time fix the emoluments (if any) of the elected officers and determine their powers and duties. Any emoluments, salary, allowances or any other payments or benefits to officers can only be made on an arms-length basis and in accordance with prevailing commercial terms on which the Institute would deal with third parties.

The National Council shall have power to co-opt not more than eight members.

Each Branch shall notify the Executive Director of the names of its two representatives on the National Council before the annual meeting of the National Council. The persons named shall, unless the Branch notifies the Executive Director of any change, remain the representatives of the Branch until the next annual meeting of the National Council.

Five members of the National Council shall constitute a quorum at any meeting of the National Council.

The President or Vice-President of the Institute shall preside at all meetings of the National Council and in their absence a person selected by the meeting shall preside

Every member of the National Council shall have one vote, and resolutions of the National Council shall be carried by a majority of votes of those present at the meeting.

The National Council may pass any resolutions by the consent of not less than three-fourths of its members obtained in writing and such resolutions shall be as valid as it they had been passed at a meeting.

The annual meeting of the National Council shall be held in the month of April in each year or as practicable. At such annual meeting the appropriate elected officer and the Executive Director shall present a report of the operations of the Institute during the current year, a statement of financial performance and financial position, and a budget for the following year.

A special meeting of the National Council may be called by the Standing Committee or on the direction of the President of the Institute, or at the request in writing of one-third of the members of the National Council addressed to the Executive Director.

Fourteen days’ notice of the time and place of each annual or special meeting of the National Council and the agenda shall be sent by the Executive Director to each member of the Council and to the Secretary of each Branch. The minutes of each meeting of the National Council shall be sent to each Branch and to each member of the National Council.

A limited number of persons may be appointed to the category of Honorary Vice-President. Any such appointment will be made at the annual meeting of the National Council.

Appointment to this office will be restricted to former national officeholders of the Institute, former Permanent Heads of the Ministry of Foreign Affairs and Trade, the current Vice-Chancellor of Victoria University of Wellington, and persons who give or have given meritorious service to the Institute or to the formulation and execution of New Zealand’s foreign and trade policy, or to the promotion of New Zealand’s interests abroad.

Appointment as an Honorary Vice-President will carry an expectation of readiness to contribute in specific ways (as determined from time to time by the National Council) to further the purposes of the Institute.

There shall be a Standing Committee of the National Council which shall consist of the elected officers, the Chair of the Wellington Branch, the Managing Editor of the New Zealand International Review, the Executive Director and such other members of the National Council as may be appointed at the annual meeting of the National Council.

The Standing Committee shall have power to co-opt annually not more than eight members.

The Standing Committee shall function between meetings of the National Council and shall have the powers of the National Council other than the power to amend this Constitution.

Four members of the Standing Committee shall constitute a quorum at any meeting of the Standing Committee.

Resolutions of the Standing Committee shall be carried by a majority of votes of those present at the meeting.

A member of the National Council who is not a member of the Standing Committee shall be entitled to receive notice of a meeting of the Standing Committee.

The President or Vice-President shall preside at all meetings of the Standing Committee and in their absence a person selected by the meeting shall preside.

There shall be an Executive Sub-Committee of the Standing Committee, consisting of the elected officers or such other members as the Standing Committee may decide.

The Standing Committee may from time to time appoint, and remove, or suspend the Managing Editor of the Review.

The Standing Committee will appoint the Executive Director of the Institute, determine his or her powers and duties, fix his or her salary and allowances, and remove or suspend him or her. The Executive Director shall be responsible to the National Council through the Standing Committee for the administration of the affairs of the Institute, including the appointment and remuneration of the staff of the Institute.

In the event of a vacancy in the office of Executive Director the Standing Committee may appoint a person with such designation as it thinks fit, to assume such of the responsibilities of the Executive Director as it may specify.

Subject to clause 3 of Article 11 the Institute may affiliate with or join any other appropriate body upon such terms as the National Council may determine.

Meetings of the Institute or any of its Branches shall be public unless otherwise announced. Where the ‘Chatham House Rule’ is invoked, all present, including members and media, may use information received but without attribution to either speakers of the Institute.

The research and publications activities of the Institute shall be under the direction of a Research Committee appointed by the Standing Committee.

The Executive Director shall under the general direction of the Research Committee be responsible for the research and publications programme, new areas of research interest, and assist the Research Committee in the formulation of recommendations to the National Council on the allocation of research and publications funds.

Any specific research or publications project involving the expenditure of Institute funds requires the prior approval of the National Council or the Standing Committee. The implementation of any approved project including the related expenditure shall be under the direction of the Research and Publications Committee.

The Research and Publications Committee, or any person entrusted with responsibility for the implementation of an approved project, shall have the power to co-opt suitably qualified persons in either an active or an advisory capacity.

The Executive Director may nominate for the approval of the Research Committee some other qualified person to take charge of a particular research or publications project.

A Branch may undertake research consistent with the purposes of the Institute but shall not issue any publication as an Institute publication without the approval of the National Council after consultation with the Research Committee.

The Managing Editor of New Zealand International Review shall be responsible to the National Council for the publication of the Review. He or she shall have regard to the purposes of the Institute and to the policies of the Institute as may be adopted from time to time by the National Council.

The Managing Editor shall have the assistance and guidance of an Editorial Committee.

The Managing Editor shall, after consultation with the Treasurer and the Executive Director, report to the annual meeting of the National Council on the circulation of the Review during the past year, a statement of financial performance for that year, and a budget for the following year.

All funds belonging to the Institute shall be paid to the credit of an account or accounts in the name of the Institute in such bank or banks as the Standing Committee may determine. Cheque signatories shall be as determined by the Standing Committee.

The financial year of the Institute shall end on 31 December each year.

The accounts of the Institute shall be reviewed annually by a person or firm, not being an officer or member of the National Council or Standing Committee, appointed by the National Council. The person charged with the review is not required to be a qualified auditor but must hold appropriate tertiary accountancy qualifications.

The National Council may amend this Constitution at any meeting of the National Council of which one month’s notice has been given. The text of the proposed amendments shall be sent in advance to the members of the National Council and to the Secretaries of all Branches provided that no amendment shall be made that has the effect of extending the purposes of the Institute outside of New Zealand or if it may prejudice the status of the Institute as a registered charitable society under the Charitable Trusts Act 1957, its registration status under the Charities Act 2005, or any charitable tax status it may have under any legislation administered by Inland Revenue.

The headquarters and registered office of the Institute shall be situated at such place as the National Council may from time to time determine.

The Standing Committee shall provide for the safe custody of the Seal, which shall be used only by the authority of the National Council or of the Standing Committee and every instrument to which the Seal is affixed shall be signed by any two members of the Standing Committee appointed by the Standing Committee for that purpose.

On the winding up or dissolution of the Institute or of any Branch thereof the assets of the Institute or of the Branch involved shall be distributed to or towards a charitable organisation or organisations within New Zealand for such educational purpose or purposes as the National Council shall determine.