LandWISE Inc. Special General Meeting

To be held on-line at 4:30 PM on Thursday 1st May 2025

To adopt a new Constitution for LandWISE Incorporated

The Board has resolved to hold a Special General Meeting on-line at 4:30 PM on Thursday 1st May 2025 to formally adopt a new Constitution. Appointment invitations will be sent to all financial members registered on that date.

For LandWISE Inc. to continue as a Charitable Society, at least 2/3rds of current financial members must vote in favour of the proposed Constitution. We need current members to vote directly or via a proxy.

The Proposed Constitution can be downloaded here.

NOTE: While it is possible to seek changes at the meeting, the Board strongly urges you to discuss such proposed amendments well in advance so that a final version for ratification can be circulated to all Full Members at least 7 days prior to the meeting. Any submissions received after 22 April can only be considered at the SGM and may negate any early votes that have been cast.

Voting

You may cast your ballot at any time up to the close of the Special General Meeting on Thursday 1 May 2025.

Log in as a Full member to cast your ballot.

Access the Ballot Form here

Background

The Incorporated Societies Act 2022 (the 2022 Act) came into effect on 5 October 2023. To re-register, our society must provide a constitution that is compliant with the 2022 Act, which sets out what we must include in our constitution.

Details of changes to legislation are viewable here

The New Zealand Companies Office is responsible for Incorporated Societies. It provides an on-line Constitution Builder that sets our mandatory, strongly recommended and optional components for a constitution to meet the requirements of the new Act.

You can review the possible clauses here

The LandWISE Board has met frequently to review our old constitution and draft a replacement that meets the new requirements. The Board considers the attached draft Constitution suitably describes our Purposes and Rules for operation. It asks that you approve this draft as the LandWISE Constitution 2025. With membership approval, the Constitution will be submitted to Incorporated Societies and to Charities for their acceptance.

Changes to Purpose

The proposed Constitution replaces nine objects in the operative (2017) constitution with two two purpose statements that comply with the new requirements. The Board considers these adequately and accurately encompass the purposes of LandWISE now and in the foreseeable future.

New Purpose Statements

The Society is established and maintained exclusively for charitable purposes (including any purposes ancillary to those charitable purposes), namely:

• advancing education by undertaking research to improve sustainable land based production and disseminating results.
• benefitting the community by providing leadership and support for the development and promotion of sustainable land based production.

Any income, benefit, or advantage must be used to advance the charitable purposes of the Society

Changes to Board

In future, the Board is to be known as the Committee. The proposed Constitution sets the number of Committee members to a range of five to eight compared to five Board members currently. This will allow for a greater geographic and sector representation and bring more perspectives to the table.

Current Constitution

The operative (current) Constitution can be downloaded here

Any changes to the operative LandWISE Constitution must comply with the rules within it. Of relevance to making the changes recommended by your Board Members, they present the following key clauses.

Please note Clause 9, which states: No amendments or additions to this constitution can be made except by a majority of at least two thirds of the total number of Full Members at a Special General Meeting of the Society

LandWISE needs all our Full (Financial) Members to attend if possible, and otherwise to either vote by email or by proxy given to another Full (Financial) Member who is present at the meeting. We recommend such proxies be given to a Board Member who we know will be present.

8 MEETINGS OF THE SOCIETY

8.2 SPECIAL GENERAL MEETING

8.2.1 Special General Meetings of members of the Society may be held at such time and at such place as the Board may appoint. The Manager shall prepare a written agenda for the meeting which shall be available prior to the commencement of the meeting.

8.3 NOTICE OF MEETINGS

8.3.1 At least seven (7) days’ notice of the time and place of the Annual General Meeting of the Society and at least five (5) days’ notice of the time and place of any Special General Meeting of the Society shall be advised in writing to all Full members.

8.3.3 The notice calling any Special General Meeting shall clearly indicate the business intended to be discussed and no other business shall be dealt with at such meeting.

8.4 MEETING PROCEDURE

8.4.3 At all Annual General Meetings and Special General Meetings the Chairperson of the Board, and in their absence or inability any other duly elected Chairperson at the meeting, shall take the Chair.

8.4.4 At all Annual General Meetings and Special General Meetings each Full Member subject to Clause 3.3 shall have one (1) vote which may be given personally or by proxy to another Full Member present at the Meeting.

8.4.5 Voting shall be on the voices but the Chairperson or any member entitled to vote may require a division to be taken by either a show of hands or by a ballot. Where a ballot is required, the meeting shall appoint two (2) of its number as scrutineers.
[PLEASE NOTE: The Board has determined to hold an on-line Ballot to ensure all financial members have opportunity to cast their vote regardless of ability to attend the SGM in person.]

8.4.6 The Chairperson for the time being shall in all cases of equal voting (except in elections) have a casting vote as well as a deliberate vote. In the case of equal voting in an election the same shall be decided by lot.

9 ALTERATION TO CONSTITUTION

9.3 No amendments or additions to this constitution can be made except by a majority of at least two thirds of the total number of Full Members at a Special General Meeting of the Society of which no less than five (5) days’ written notice has been given to each Full Member in the manner provided for under Clause 8.3.

9.4 No amendments, additions or other alterations to this constitution shall be approved if it affects the charitable objects, Expenditure Clause and the Dissolution Clause or are inconsistent with the objects of the Society.

Wanting Discussion?

If you would like to discuss the proposed Constitution, please contact

the LandWISE Manager, Dan Bloomer

or one of the Board members: