Sustainable Aotearoa New Zealand Incorporated (SANZ)


The constitution has been designed with the membership at its heart. The purpose of the Board is to implement the wishes of the members in the spirit of the constitution's objectives. Subject to the constraints of these rules, the Forum's role is paramount and the Board's role is to support the Forum. It is envisaged that committees will be set up for particular tasks or roles. These committees can have the powers of the Board delegated to them by the Forum.


1) Name

The name of the society is Sustainable Aotearoa New Zealand Incorporated (SANZ).


2) Vision

The people of Aotearoa New Zealand practise, live and demonstrate sustainability in all that they do.


3) Purpose

To help move Aotearoa New Zealand towards achieving long term sustainability through leadership, advocacy, networking, education and support in Aotearoa New Zealand.

To be the organisation that government and civil society acknowledge as a leader in the ethics and practice of sustainability in Aotearoa New Zealand.


We will achieve this by:

  • Promoting the realisation of the vision in a way that motivates, empowers and inspires;
  • Fostering the emergence of Aotearoa New Zealand as a society that exercises guardianship of the community of life (kaitiakitanga) with respect to ecosystems, natural resources, healthy communities, free and responsible citizens;
  • Promoting whole systems thinking and design;
  • Engaging members and all sectors of society to contribute to the vision of a sustainable Aotearoa New Zealand through consensus building;
  • Linking members to create a powerful and empowering voice for sustainability in Aotearoa New Zealand;
  • Identifying and promoting appropriate sustainability principles, objectives, strategies, actions and indicators to support progress to greater levels of sustainability;
  • Promoting ethical and scientific rigour in sustainable practice through research, development, education and information sharing;
  • Learning from and valuing diverse knowledge systems and ways of understanding.

4) Office

The Registered Office of SANZ shall be at such place as the Board may from time to time determine.


5) Operating Principles

The operating principles of SANZ shall be:

  • Consensus processes;
  • Co-operation, working as a team;
  • Transparency and accountability;
  • Ecological, social, cultural and economic sustainability;
  • Decision making congruent with purpose;
  • Respect and valuing of diversity;
  • Integrity and authenticity;
  • Nurturing and encouragement;
  • Clear communicating;
  • Permission to challenge and preparedness to be challenged;
  • Willingness to change behaviour;
  • Setting goals and achieving them;
  • Enjoyment and fulfilment.

All interactions and relationships within the SANZ are to be limited to within New Zealand but are conducted for the greatest advancement of global sustainability.


6) Membership

Membership can be either organisational or individual. Those representing organisations need to be officially designated as representatives and be given a mandate to speak for the organisation. All members must make a commitment to sustainability; this will include acceptance of this constitution as well as an organisational or individual commitment to moving toward sustainability.

Prospective members will:

  • Apply in writing on a prescribed form;
  • Sign an agreement that they are aligned with the Purposes and Operating Principles of Sustainable Aotearoa New Zealand;
  • Write an annually reviewed (self reviewed for individuals; made public for organisations) plan showing how they intend to move towards greater sustainability in the coming year.

Individual membership will automatically follow, on receipt of a completed application and payment of appropriate fees.

Organisation membership will be subject to the approval of the SANZ Board following receipt of a completed application.


7) Prohibition of private pecuniary gain

No private pecuniary gain shall be derived by:

  • any individual member of SANZ; or
  • any individual member of an organisation that is a member of SANZ: as a consequence of their membership of the society.

Provided that, there shall be no prohibition upon any member:

  • receiving any reimbursement for amounts disbursed by the member on behalf of SANZ; and
  • being paid reasonable remuneration for services rendered to SANZ in the ordinary course of that member's trade or profession.


8) Fee Structure 

Annual membership fees shall be fixed by the Forum. Membership fees will cover the 12 month period from the date membership is formally activated.


9) Termination of membership

Membership may be terminated by:

  • Resignation in writing;
  • Determination of the Board based on a threat to the integrity and functioning of the organisation
  • Determination of the Board based on considerations of inactivity of membership after a period to be determined by the Board
  • Non-payment of membership fees for a period of 6 months or more.


10) Governance

The Board

(i) The affairs of the society will be directed by the Board, subject to the will of the Forum.

(ii) The Board will be elected from amongst the membership by ballot of the membership. The incumbent Board shall call for nominations in conjunction with the notice of AGM being given. Nominations shall remain open until the end of the AGM.

(iii) All members will receive notification of the nominees within one week following the AGM. Election returns shall be accepted (by internet, fax, or post) until the end of the twenty first (21st) day following the AGM.

(iv) There will be up to 10 elected members on the Board, each elected for a period of two years. Each year election will take place for half of the Board. No member may be on the Board beyond two years without re-election unless co-opted by the Board as per Clause 9 (vi).

(v) The composition of Board members should reflect a diversity of sectoral groups, and a cross section of regions. The Chair and Co-Chairs should be selected by the members of the Board.

(vi) Power to Co-opt. To provide geographic representation and/or expertise in special areas considered important to the organisation, the Board has the power to co-opt up to 2 additional members to become members of the Board. A co-opted person may exercise the same rights as a member.

(vii) Neither the Forum, nor the Board shall do anything that will compromise the charitable status of SANZ.


The Quorum for the Board meetings will be 50% of Board members, with a minimum of four elected members.


The Function of the Board

The function of the Board shall be to facilitate the implementation of the decisions of the Forum and further the Purposes of SANZ. The Board will:

  • communicate all decisions made at its meetings with the membership via its website or e-mail newsletters;
  • make regular reports to the members of changes and development achieved;
  • make proposals for consideration of the forum, where appropriate.

Powers of the Board

The Board may not commit the Federation to borrow, or incur debts or obligations of more than $50,000 (or any other sum as set by the Forum) nor authorise expenditures of more than $50,000 (or any other sum as set by the Forum) on any particular project, without direction or endorsement of the Forum.

Other than this, the Board is empowered to do all such other things, not being contrary to law and not prohibited by these rules, that may be necessary or desirable to further the Purposes of SANZ.


11) Meetings

The AGM shall receive the Board's annual report, the treasurer's audited financial accounts for the preceding financial year, which will be from 1 April to 31 March.

At least 30 days notice shall be given of an AGM. Notice of the agenda will be given fourteen days in advance of the AGM and may be sent to members by email. The AGM shall be held once each financial year.

Forum meetings may be called by the secretary at the request of the Board or any ten (10) members, with a minimum 7 days notice. The Quorum for any Forum or AGM shall be set at the first Forum or any subsequent AGM.

Frequency, timing and agenda notice of Board meetings shall be at the discretion of the Board members, with a minimum of four Board meetings per year. A quorum is required to call a Board meeting.

The AGM will appoint an external auditor for the next financial years' accounts with the right to examine all financial reports and documents and with the ability to report directly to the AGM.


12) Decision Making

The Board will make decisions by consensus (as defined in Appendix 1). In the event that consensus is not achieved after a second attempt in another meeting a vote may be taken and motions passed by at least 80% of those Board members present, otherwise the status quo prevails.

At the Forum and the AGM, decisions will be made by consensus (as defined in Appendix 1) with a fallback position, in the event that this cannot be achieved, of a vote carried by at least 80% of members present. The voting rights are to be outlined in the SANZ Rules.


13) Funds

The funds of SANZ shall be controlled and administered by the Board. Cheques must be signed by the treasurer, or their delegate and one other member of the Board. The Treasurer is responsible for ensuring the complete and accurate financial records are kept, and the preparation of monthly and annual accounts.


14) Constitutional Change

The Board or the Forum may initiate a constitutional change to alter, add to or rescind rules. Any such change must be ratified by polling the membership or by an Annual General Meeting using consensus decision-making (as defined in Appendix 1).

Provided that no change shall be made to this constitution, the appendix to this constitution, or to the SANZ rules, that will result in the society losing its charitable status. Should any purported change have that effect, then such purported change shall be null and void.


15) Common Seal

The common seal shall be kept by the secretary. The seal shall be used on any contract on behalf of the society which is required by law to be executed under seal, and shall be affixed in the presence of two members of the Board, who shall attest same. The seal shall be so affixed only with the authority of a resolution of the Board.


16) Winding Up

In the event the society is wound up all surplus assets after paying all costs, debts or liabilities shall be given or transferred to some other organisation having objects similar to the society and established for charitable purposes in NZ. Such a body or organisation shall be decided upon at a general meeting of SANZ.

SANZ Rules

Foundation Board

(i) The Foundation Board shall be composed of 10 members, 5 of whom will be elected in accordance with section 10 of the constitution. These members will be elected for a period of two years. The Steering Group will contribute the remaining five members of the board for a period of one year.


(ii) The Steering Group shall call for nominations from its members for the five positions available on the Board. Where possible the choice shall be made being cognizant of geographic spread. The Steering Group shall decide on its own selection process.


(iii) No Board member can serve for more than two consecutive terms unless co-opted by the Board as per clause 9 (iv) of the Constitution.



For the Election of the Board

Each individual member shall be entitled to one vote while each member organization shall be entitled to 1 vote per 10 members (rounded up) to a maximum number of 10% of SANZ membership. Those who cannot attend shall be able to assign their vote in writing to an attending member of their choice. Those who represent more than one member organization shall be able to vote for each organization. Voting rights shall be assigned by the Board at the beginning of the financial year and will not change over the year.


Appendix 1

Definition of Terms
"Forum" is the collection of members at a general meeting.
"Consensus decision making" is defined as a style of decision making whereby participants are able to arrive at a decision through discussion in which all participants' viewpoints are considered, the final decision is agreeable to all involved and no formal vote is taken. Consensus is an agreement to reach agreement. If a person does not agree, he/she must propose or assist in drafting an alternative, acceptable proposal. Consensus is not to be used as a veto or as an obstruction to business.