New Zealand Business Council for Sustainable Development Rules

Date 12 May 1999

Contents
1. Name 1
2. Principal office 1
3. Definitions and interpretation 1
4. Mission and Objectives 1
5. Appointment of members 2
6. Termination of membership 2
7. Membership fees 3
8. Members’ Council 3
9. Annual general meetings 3
10. Extraordinary general meetings 4
11. Procedure at general meetings 4
12. Voting at general meetings 5
13. Executive Committee 5
14. Voting at Executive Committee meetings 7
16. Secretariat 7
17. Bank account 7
18. Seal 7
19. Funds of the Society 8
20. Power to borrow
21. General powers
22. Auditor
23. Regulations
24. Other matters
25. Notices
26. Liquidation


Pursuant to the Incorporated Societies Act 1908
THE RULES OF
THE NEW ZEALAND BUSINESS COUNCIL FOR SUSTAINABLE DEVELOPMENT
INCORPORATED
1. Name
The name of the Society is THE NEW ZEALAND BUSINESS COUNCIL FOR SUSTAINABLE DEVELOPMENT INCORPORATED (the Society).
2. Principal office
The principal office of the Society will be at such place as may from time to time be determined by the Executive Committee.
3. Definitions and interpretation
In these Rules, unless the context otherwise requires:
Act means the Incorporated Societies Act 1908;
Chairperson means the chairperson of the Society appointed in accordance with clause 8.3;
Council has the meaning ascribed to that term in clause 8.2;
Executive Committee means the executive committee referred to in clause 13.2;
Member means a member of the Society who accepts an invitation to become a member in accordance with clause 5 and includes a Member’s Representative (as defined in clause 8.2) or proxy when that Representative or proxy acts on that Member’s behalf;
Rules means these rules of the Society; and
Secretary has the meaning ascribed to that term in clause 15.1.
4. Mission and Objectives
4.1 The mission of the Society is to provide business leadership as a catalyst for change towards sustainable development.
4.2 The objectives of the Society are to:
(a) demonstrate leadership through high standards of environmental and resource management, technological innovation, and social value creation, shared as leading-edge practices amongst Members;
(b) foster understanding of global and regional drivers of consumer behaviour, regulatory frameworks, resource use, social change, science and technology, and their implications for new business opportunities;
(c) participate in national and international policy development in order to create a framework that allows New Zealand business to contribute effectively to sustainable development;
(d) foster dialogue and shared learning amongst leaders from all sectors of society in order to build sustainable strategies for New Zealand’s future.
4.3 A Member must seek to provide business leadership in sustainable development and social and environmental performance and will commit actively to support the work of the Society through making available in-house competence and appropriate human resources. Members must share a commitment to the balanced pursuit of economic growth, ecological integrity and social progress.
4.4 In addition, but not limited to, each member is required to:
(a) measure and report to the Council on its carbon footprint, within the later of one year of membership or one year of the registration of this rule alteration;
(b) report to the Council its plan to reduce its carbon intensity, within the later of two years of membership or two years of the registration of this rule alteration; and
(c) begin the process of procuring sustainably, and give sustainability adequate weighting, in accordance with any agreed weighting formula agreed with members from time to time, with no less than 6 of its top 10 suppliers, ranked by value, within the later of three years of membership or three years of the registration of this rule alteration.
5. Appointment of members
5.1 The Chairperson, on the recommendation of the Executive Committee, may invite any company or other organisation to become a Member of the Society.
5.2 Upon recommendation of a prospective Member to the Chairperson, the Chairperson will deliver an invitation to that prospective Member inviting it to become a Member. The prospective Member will become a Member upon notifying the Chairperson of its acceptance of that invitation. Upon acceptance the Member is bound by these Rules.
6. Termination of membership
6.1 Any Member may resign its membership by giving to the Society written notice to that effect. Every such notice, unless otherwise expressed, will take effect from the end of the then current financial year. A Member which resigns is not released from any liability to the Society for any matters arising prior to [the end of the financial year in which notice of resignation is given/the giving of such notice] nor will that Member be entitled to any refund of any membership fees paid or payable by that Member prior to its resignation.
6.2 A Member may be invited by the Executive Committee to resign its membership if in the Executive Committee’s view and after due consultation with the Member concerned, the Executive Committee considers in its sole discretion that this is warranted. The Member is then obliged to resign.
Reasons for which the Executive Committee may invite a Member to resign include failure:
(a) to produce a sustainable development report demonstrating that Member’s progress on environmental, social and economic performance within 3 years of having joined the Society, if the Member joined after 24 October 2000;
(b) to produce a sustainable development report demonstrating that Member’s progress on environmental, social and economic performance by 24 October 2004, if the Member joined before 24 October 2000;
(c) to participate in at least one Society initiative every two years;
(d) by the Chief Executive of that Member to attend at least one Council meeting in each calendar year;
(e) to provide an annual report to the Society on that Member’s progress and plans in implementing sustainable development, including the Society’s project activity reports and recommendations;
(f) to respond to any request for information from the Executive Committee that is not commercially sensitive; or
(g) to adhere to the Society’s Statement on Principles for Sustainable Development.
7. Membership fees
7.1 The Society is a non profit organisation and will be financed by annual membership fees. The Society can also be financed by income other than membership fees, such as fees charged for services or by donations or gifts and by contributions to programme expenses.
7.2 Every Member will pay to the Society, at the beginning of each year by a date to be specified by the Executive Committee, an annual membership fee of such amount as shall from time to time be recommended by the Executive Committee and approved by the Council.
7.3 Notwithstanding clause 7.2, any Member whose membership fee, or any other money due to the Society, remains unpaid for 3 months after the due date may be removed from membership by the Executive Committee but will still be liable to pay all arrears of such fees or other moneys.
7.4 Except as the Act or these Rules otherwise provide, the liability of each Member is limited to payment of its membership fee.
8. Members’ Council
8.1 The Society will be governed by the Council, being an annual or extraordinary general meeting of the Society.
8.2 Each Member will be represented on the Council by its Chief Executive Officer or business leader of equivalent rank (a Representative).
8.3 Subject to the other provisions of these Rules, the Council has the power to:
(a) appoint the Chairperson (including any Vice Chairperson) and Executive Committee members;
(b) determine the priorities and direction of the Society;
(c) approve the membership fee;
(d) approve the Society’s budget;
(e) amend the Rules;
(f) put the Society into liquidation; and
(g) determine any other busin