Notice of Special General Meeting -- Saturday 7 March 2020
Notice is hereby given pursuant to rule 41.2 of CNR’s constitution that a Special General Meeting of Members of CNR (Meeting) will be held by way of a physical vote on Saturday 7 March 2020 at 10:00am at the Marine Rescue Centre, 3 Solent Street, Mechanics Bay, Auckland.
Subject to Royal New Zealand Coastguard Incorporated (RNZC) approving Resolution 1 and Resolution 2 as set out in the notice of meeting issued by RNZC on or about the date of this Notice of Meeting, to consider and, if thought fit, to pass the following resolutions:
A. Amendment to Constitution: To amend CNR’s existing constitution by adopting the changes set out in the proposed form of CNR’s constitution provided separately to all members and dated 7 March 2020 (New Constitution) (Resolution 1).
B. Approval of Project Horizon: To approve Project Horizon (as that term is defined in the Explanatory Notes for Resolution 2 below) and that the Board be authorised to do all things, and sign all documents, as the Board considers are reasonably necessary in conjunction with, or to give effect to, Project Horizon as it applies to CNR (Resolution 2).
The approval of Resolution 1 and Resolution 2 will be conditional on, and subject to, both Resolution 1 and Resolution 2 being approved in accordance with this Notice of Meeting, i.e. both Resolutions must be passed for the passing of either one to be valid.
1. Voting: The Board has determined that voting on the resolutions will be by way of a physical vote conducted in accordance with rule 40 of CNR’s constitution.
(a) In accordance with rule 40.1 of CNR’s constitution, each Supporter Member, Unit Volunteer, Regional Volunteer and each Member with the rights of Supporter Members (each a Voting Member) will be entitled to one vote.
(b) In accordance with rule 40.2 of CNR’s constitution, a Voting Member must attend in person or appoint another Voting Member as his or her proxy by notice in writing to the Chief Executive Officer no later than 30 minutes before the scheduled start time of the Meeting. No one Voting Member may hold proxies for more than two other Voting Members. Download the Proxy Form here.
(c) In accordance with rule 40.4 of CNR’s constitution, voting will be by a show of hands, or by secret ballot if requested by three (3) Voting Members.
3. Approvals Required: The resolutions will be deemed passed if:
(a) in the case of Resolution 1, it is passed by a two-thirds majority vote of Voting Members present or represented by proxy pursuant to rule 52.1 of CNR’s constitution; and
(b) in the case of Resolution 2, it is passed by a majority of votes of those Voting Members present in person or by proxy pursuant to rule 40.3 of CNR’s constitution.
Can't make it to the Special General Meeting?
In order to vote on the resolutions above, a Voting Member must attend in person or appoint another Voting Member as his or her proxy by notice in writing to the Chief Executive Officer no later than 30 minutes prior to the scheduled start of the meeting.
Download the Proxy Form here.
It is proposed that CNR’s existing constitution will be amended by revoking CNR’s existing constitution and adopting the New Constitution.
The proposed changes to CNR’s existing constitution are principally focused on:
1. updating CNR’s Objects so that CNR’s Objects have wider scope and apply both within the Region (as that term is defined in the New Constitution) and on a national basis within New Zealand; and
2. updating certain rules relating to the distribution of CNR’s assets to allow for the distribution of CNR’s assets to any other entities whose objects are similar to CNR’s Objects.
Additional changes have also been made to:
3. remove the requirement for Units – as Members of CNR – to be incorporated societies, thereby providing the flexibility for standing committees or other groups to be recognised as Units and Members of CNR;
4. remove the requirement for prior approval by the Inland Revenue Department or other body to alter the constitution, as this is no longer required;
5. remove the previous Transition Provisions from CNR’s existing constitution, as these are no longer relevant; and
6. incorporate additional changes and clarification to the wording of CNR’s existing constitution.
The Board has resolved that it supports the proposed changes and the adoption of the changes set out in the New Constitution.
RNZC has proposed to rationalise the structure of Coastguard in New Zealand as part of Project Horizon.
As part of that restructure it is proposed that each of the four Regional Bodies currently forming part of Coastguard (as that term is defined in RNZC’s Constitution), including CNR, will be wound up and their respective operations integrated into RNZC (but with the intention that the operations of the Regional Bodies will continue to be run relatively autonomously on a day-to-day basis until dissolved) (Project Horizon).
As part of Project Horizon, it is proposed that:
1. subject to having transferred, discharged or satisfied any of CNR’s liabilities, or potential liabilities, CNR will distribute all of its remaining income and property to RNZC; and
2. after CNR has distributed and contributed its income and property to RNZC, CNR will apply for dissolution in accordance with section 28 of the Incorporated Societies Act 1908 on the basis that at the time of dissolution CNR will have ceased and will no longer be carrying on operations.
Although approval is not strictly required from Members for Resolution 2, authorisation is being sought by the Board from Members to give effect to Project Horizon as it applies to CNR.
In preparation for the CNR Special General Meeting to be held on Saturday 7 March 2020, please find attached:
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