NZDIA Constitution

NEW ZEALAND DEFENCE INDUSTRY ASSOCIATION INCORPORATED The New Zealand Defence Industry Association Incorporated is a partnership between New Zealand defence industry organisations. Unless otherwise revoked, in accordance with legal requirements imposed by the membership of the New Zealand Defence Industry Association Incorporated, and in compliance with statutory requirements, these rules remain valid for the New Zealand Defence Industry Association Incorporated in whatever partnerships or relationships this incorporated society may develop in the future.
  1. Name
The name of the Association shall be New Zealand Defence Industry Association Incorporated (NZ DIA).
  1. Operating Charter 
NZ DIA is a legal entity of members from New Zealand defence industry organisations. There is a strong co-operative relationship with the New Zealand Defence Force and the Ministry of Defence.

3. Mission Statement

To create a platform which can be used to establish and enhance Defence Industry supply capabilities, either individually or in partnership with other members or overseas technology partners, thereby providing the opportunity to compete successfully for domestic and international defence contracts.

4.Objectives of the New Zealand Defence Industry Association Incorporated

  • To identify niche markets worldwide by working with New Zealand and international suppliers of defence equipment.
  • To create a defence industry capability so that industry sectors can work together to develop and increase market share.
  • To optimise foreign exchange returns.
  • To support activities that maximise return on assets for members.
  • To raise international perception of the New Zealand defence industry’s professionalism and commercial competency.
  • To assist to improve the global competitiveness of all members.
  • To assist to increase the level of technology and skill base of all members.
  • To assist the development of the defence industry infrastructure to cope with the growth and demand in the targeted export markets.
  • To facilitate change, using the auspices of the Defence Industry Advisory [3]Council (DIAC), within the NZ Ministry of Defence for increased opportunities for New Zealand industry to participate in New Zealand defence acquisition programmes.
  • Directly, and through DIAC, lobby MOD NZDF to maximise New Zealand industry participation in defence projects.

5.New Zealand Defence Industry Association Incorporated Strategies

To achieve NZDIA objectives we shall: Focus on gaining access to contracts for onshore and offshore defence projects, and maximising the New Zealand content of these contracts through a coordinated competitive approach by committed, supportive members. By:
  • Cultivating target markets
  • Focussing on core competencies
  • Developing a quality culture
  • Maintaining a customer focus
  • Cooperating with other organisations
  • Developing management skills
  • Developing the necessary technology base
  • Promoting suitable capital investment
  • Improving market intelligence processes
  • Establishing and maintaining links with overseas defence advisors.

6.Registered Office

The Registered Office shall be at: Linden Consultants Limited 16H Hobson St Thorndon, Wellington New Zealand

7.Common Seal

  • The Common Seal of the New Zealand Defence Industry Association Incorporated shall be that adopted by the Board, who shall be responsible for the safe custody and control of it.
  • Whenever the Common seal of the New Zealand Defence Industry Association Incorporated is affixed to any deed, document or other instrument, the seal shall be affixed pursuant to a resolution of the Board or any general meeting of the New Zealand Defence Industry Association Incorporated by any two Directors or by one such Director and the Administrative Officer.

8. Winding Up

In the event of the NZ DIA being wound up under Section 24 of the Incorporated Societies Act 1908, the surplus assets after payment of NZ DIA’s liabilities and the expenses of winding up shall be disposed of in accordance with the procedures as detailed in the Incorporated Societies Act 1908. The Board of the NZ DIA shall, after payment of NZ DIA liabilities and expenses of winding up, vest any surplus amounts in a registered Charitable Organisation, approved by a minimum of 75% of the Board.
  1. Alteration to the Rules
  • These rules may be altered, added to or rescinded or otherwise amended by resolution as passed by three quarters majority of those present at a general meeting of which ten days due notice has been given.
  • Every such notice shall set forth the purpose of the proposed alteration, addition, removal or other amendment.
  • Duplicate copies of every such alteration, addition, removal or amendment shall forthwith be delivered to the Registrar of Incorporated Societies in accordance with the provisions of the Incorporated Societies Act 1908.
  1. By-Laws
The NZDIA may from time to time by resolution at a general meeting, make, amend or rescind by-laws not inconsistent with these rules governing procedures at these meetings and the publication of reports. The Board may also make, amend or rescind by-laws, standing orders and regulations for the internal management of the NZ DIA.  Such by-laws may include the establishment of a set of standards of conduct and business ethics which members are required to abide by. In the event of any inconsistency between the by-laws and these rules, the provision of these rules shall prevail over the provision of the by-laws.
  1. Notice
  • Every notice required to be given to members by any one of them shall be deemed to have been duly delivered if posted to such member in a prepaid letter addressed to them at their last address known to the NZ DIA, sent by facsimile or e-mail to them at their last known facsimile number or e-mail address, or delivered personally.
  • Every period of notice required to be given to members under these Rules (including Rules 7.1, 26 and 30 in particular) may be waived by the members by a majority vote of those present at the general meeting, the Annual General Meeting or the Special General Meeting (as the case may be).
  1. Membership
Members of the NZ DIA shall be any person or body corporate engaged or interested in any matter relating to the New Zealand defence industry. Individual organisations which are members of corporate body members of the NZ DIA shall not constitute individual members of the NZ DIA and nor shall they hold individual voting rights within the NZ DIA. The Board of the NZ DIA shall formally accept an individual or an organisation as a member of the NZ DIA.  Membership may not be granted if a majority of the Directors consider such membership to be inappropriate. Potential or actual competition in the New Zealand or international marketplace shall not be grounds for the Board to accept or decline membership.
  1. Application for Membership
Application for membership shall be made in writing to the Administrative Officer on the form prescribed by the Board. Every applicant shall present payment for the first year’s subscription fee. Applications for membership shall be considered at the next meeting of the Board and, if approved by the Board, the applicant’s name shall be entered in the Register of Members.  The Board shall not be called upon to give any reason for approving or not approving any application submitted to it. Its decision shall be final and conclusive.
  1. Rules and Duties of Members
  • All members shall be subject to these Rules and any regulations or bylaws determined by the NZ DIA within the provision of these rules.
  • Every member shall be provided with a copy of these rules free of charge.
  • The Administrative Officer shall keep a register of all members. Such register shall be open for inspection during normal office hours by any member.
  1. Cessation of Membership
  • Any member wishing to resign from the NZ DIA shall give notice in writing to the Board to that effect and shall pay all subscriptions and levies due up-to-date of such notice.
  • The Board shall have power to remove from the Register of Members any member whose subscription is six months in arrears; such power to be exercised only after resolution in that behalf has been passed by the Board at a duly constituted meeting.
  • Any member who has resigned or been removed pursuant to these rules shall return to the secretary any documents, papers, pamphlets and/or advertising material which he may have acquired as a right of privilege of membership and also any property belonging to the NZ DIA.
  1. Representatives and Associates
  • Any body corporate being a member shall appoint a person as a representative to attend all meetings of the NZ DIA and to exercise voting and other rights vested in such a member including the right to stand for election to the NZ DIA Board or other office. Such member shall, before the commencement of every meeting give notice in writing to the Administrative Officer of any change of its representative. Where any such representative is elected to the Board such representative shall become a Director and shall attend all Board meetings as an individual and shall have no rights to appoint any alternative or other representative to act in his/her place or on his/her behalf as a Director.
  • Notwithstanding the provisions of sub clause 14.1 any member may invite any employee or associate or any other interested person, subject to prior approval by the Chairman, to attend any meeting or conference of the NZ DIA.
  1. Funds and Properties
  • The funds, properties and assets of the NZ DIA shall be under the control of the Board who shall have full power to rent, lease, furnish and deal with buildings, land and other property of the NZ DIA as the Board may think fit without reference to a general meeting of members except in the case of the winding up of the NZ DIA.
  • The NZ DIA shall, in addition to the other powers vested in it, have power to borrow or raise money from time to time by the issue of debentures, bonds, mortgages, or other security founded or based on all or any of the property and/or rights of the NZ DIA or without any such security and upon such terms as to priority or otherwise as the NZ DIA shall think fit and the powers contained in this clause may be exercised only with a three quarters majority at an Annual or Special General Meeting called in accordance with the requirements as detailed in these rules.
  • All legacies, endowments, donations or gifts of money or other real or personal property unless given to the NZ DIA for any specific object shall be dealt with by the Board as the Board may think fit for the general purposes of the NZ DIA.
  • Any moneys (cash, securities or otherwise) of the NZ DIA shall be invested by the Board in such manner as it may from time to time determine.
  1. Board
The Board of the NZ DIA shall consist of no more than six members[6], including the Administrative Manager who will have no voting rights. Members of the Board shall be elected for two years and may be re-elected.[7] The Board shall have the power to conduct the election for the Board by postal vote and they shall appoint out of their number a Chairperson and a Deputy Chairperson for the coming year.
  1. Chairperson
At all meetings of the Board, the Chairperson, or in their absence the Deputy Chairperson shall take the chair and in the absence of both an acting chairperson shall be selected from the Directors present. The chairperson for the time being of any meeting shall have a deliberative and also a casting vote.
  1. Quorum
A Quorum is present when at least three (3) of the Directors are present.
  1. Casual Vacancy on the Board
Any casual vacancy on the Board may be filled by the Board and the person so appointed shall be a current financial member of the NZ DIA and shall hold office for as long as the vacating Director would have retained office.
  1. Absence from the Board
Any Director absent for three successive meetings of the Board without leave of absence shall, at the discretion of the Board, cease to be a Director.
  1. Sub-Committees
The Board may from time to time set up any sub-committee to exercise such powers as may be delegated to it by the Board. The members of such sub-committee shall be appointed by the Board and may be Directors, members of the NZ DIA or other interested persons.
  1. Powers and Duties of the Board
The Board shall take such steps as are necessary to further the objects of the NZ DIA and advance the interests of all members and in doing so shall have the power to exercise all the powers of the NZ DIA, save and except such powers as shall be exercised only by the NZDIA in general meeting. Without affecting the generality of the foregoing the Board shall:
  • Furnish to members at each annual general meeting a report on the activities of the NZ DIA and an audited statement of financial accounts from the previous year; and
  • Produce an annual business plan setting out the targets to be achieved, the strategies and procedures for the achievement of such targets and the budget requirements; and
  • Plan for, or ensure mechanisms are in place to deliver seminars and training activities to assist NZ DIA members to improve their effectiveness in the international marketplace and to provide to members such market research and intelligence as is needed or becomes available.
  1. Administrative Officer
  • The Board shall appoint a suitable person as Administrative Officer of the NZ DIA on such terms and conditions as the Board in its sole discretion may determine and to which the Administrative Officer shall be responsible.
  • Notwithstanding sub clause 23.1 of the rule, the duties of the Administrative Officer shall include inter alia:
  • Keeping records of membership of the NZ DIA and of proceedings at all general meetings of the NZ DIA and all meetings of the Board or any sub-committees appointed by the Board.
  • Conducting all correspondence of the NZ DIA.
  • Keeping Directors informed promptly of all significant happenings.
  • Maintaining regular communication with NZ DIA members.
  • Providing such information as may be requested from time to time by any member or members of the NZ DIA.
  • Regular liaison and/or communication with the Chairperson and with NZ Trade and Enterprise.
  • Preparation of annual budgets.
  • Such other specific duties as the Board may determine from time to time.
  1. Regulation of Board
The Board may regulate its own procedure not inconsistently with these rules.
  1. Annual General Meeting
The annual general meeting of the NZ DIA shall be held no later than the 30th of December in each year upon a date and at a time and place to be fixed by the Board for the following purposes:
  • To receive from the Board a report and audited balance sheet and statement of accounts for the preceding year;
  • To elect the Board for the coming year;
  • To consider and conduct such other business as may properly be brought forward.
All business other than that set out in paragraphs 25 (i) and 25 (ii) shall be deemed to be special business of which notice must be given to members in the notice calling the meeting.
  1. Notice of Annual General Meeting
There shall be at least ten (10) days notice in writing given to members of the holding of any annual general meeting, in accordance with clause 9.1 and the Board may in addition and at its discretion, advertise the holding of such meeting in any newspaper circulating in the district in which the meeting is to be held.
  1. Voting
At all meetings, voting shall either be by ballot, show of hands or voices depending on the wishes of the meeting.
  1. Election of Board
The Five (5) Board members (Directors) shall be elected to hold office for two (2) years. For the purpose of continuity, the term of office of two (2) of those Directors shall expire in one (1) year, and the term of office of the other three (3) Directors shall expire in the next year. The election for the open positions on the Board shall be held either by post or ballot or conducted at the Annual General Meeting at the discretion of the Board. Each voter shall vote for not less than, nor more than, the number required to fill the vacancy. Every financial member shall qualify for election to the Board. Retiring members of the existing executive may seek re-election at any election. PROVIDED THAT nominations for membership to the Board are proposed in writing by a member of the NZ DIA and seconded in writing by at least one (1) other member of the NZ DIA and lodged with the Administrative Officer not later than three (3) clear working days prior to the date of the Annual General meeting or the ballot is due to take place. FURTHER PROVIDED THAT any position for which a written nomination is not received may be filled by a majority vote of members.
  1. Special General Meetings
 Special general meetings of the NZ DIA may be called at any time by the Board and shall be called by the Administrative Officer upon the requisition in writing on one-tenth of the members of the NZ DIA stating the purpose for which the meeting is required.
  1. Notice of Special General Meetings
The Board shall give at least ten (10) days notice to all members of the holding of a special general meeting in accordance with clause 9.1 and such notice shall specify the nature of the business to be transacted and no other business than so specified shall be transacted.
  1. General
At all general meetings of the NZ DIA, the chairperson, or in his or her absence, the deputy chairperson, shall take the chair, and if both shall be absent a chairperson shall be appointed from members of the retiring Board present at such meetings. The chairperson for the time being of the meeting, shall have a deliberative and also a casting vote.
  1. Procedure at meetings
Only members shall be entitled to vote at any general meeting, and a member shall have one (1) vote to be exercised either personally or in the case of a legal entity, by its representative provided that the chairperson shall accept at any general meeting a proxy on behalf of a member lodged at such meeting in writing signed by the member appointing a proxy.  The quorum at any general meeting shall be fifty percent (50%) of members present either personally or by their duly appointed representative. If within half an hour after the time appointed for the commencement of the general meeting a quorum is not present, the meeting shall stand adjourned to a date within fourteen (14) days of such a meeting and if at the adjourned meeting a quorum is not present the meeting shall lapse.
  1. Majority Vote
Save where otherwise provided in these rules any motion submitted to a meeting shall be deemed to be carried if the majority of the members present and entitled to vote, vote in favour of the motion.
  1. Subscriptions
The annual subscription payable by members shall be fixed by the Board from time to time. For the avoidance of doubt, a different rate of subscription may be adopted by the NZ DIA for different classes of membership subject to terms and conditions as may be determined by the Board.. A member shall be deemed to be financial upon payment of the annual subscription subject to the member satisfying the provisions set out in Rules 10, 11, and 12 herein.
  1. Levies
Every member shall, in addition to other monies payable by them, pay to the NZDIA all and every sum of money or further subscriptions or levies not exceeding in any one financial year an amount equal to twice the amount of the subscription for that year which shall at any time and from time to time normally by resolution in general meeting be levied upon them as a member, and which the NZ DIA shall consider necessary or expedient for the purpose of furthering the interests of the NZ DIA and its members.