NEW ZEALAND RUGBY PLAYERS ASSOCIATION
(the Association)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Members of the Association will be held at Eden Park, 11 Cricket Avenue, Mount Eden, Auckland at 10am on Friday 31 May 2024.
GENERAL BUSINESS OF THE MEETING
Resolution 1 – As an Ordinary Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
“The Association adopt the audited financial statements for the year ended 30 June 2023.”
Resolution 2 – As an Ordinary Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
“The Association appoint JSA Audit of 155 Parnell Road, Parnell, Auckland 1052 as auditor for 2024.”
Resolution 3 – As an Ordinary Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
To confirm the following as the Executive Board Members:
“The Association elect the following Independent Board Members recommended from the delegates nominated:
· Tammi Wilson Uluinayau
· Scott Ireland
Resolution 4 – As an Ordinary Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
“The Association elect the following nominees as Executive Board Members from the delegates nominated:
• David Kirk
• Sam Cane
• Scott Curry
• Lesley Elder
• Sarah Hirini
• Ruby Tui
• Patrick Tuipulotu
· Brad Shields
· Will Jordan
Resolution 5 – As an Ordinary Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
“That the Board be authorised to review and approve the minutes of the 2022 AGM as a true and correct record of the proceedings of the meeting.”
SPECIAL BUSINESS OF THE MEETING
Re-registration of the Society under the Incorporated Societies Act 2022
Resolution 6 - As an Ordinary Resolution
To consider, and if thought fit, to pass the following ordinary resolution:
“The Association apply for re-registration as an incorporated society under the Incorporated Societies Act 2022.”
Resolution 7 – As a Special Resolution
To consider, and if thought fit, to pass the following special resolution:
“The Association, as required by the Incorporated Societies Act 2022, adopt a new constitution in the form tabled at the meeting to take effect on the re-registration of the Association.”
(See Explanatory Notes)
EXPLANATORY NOTES
Re-registration Process
The Incorporated Societies Act 1908 has long been regarded as being outdated and in need of significant change.
The Incorporated Societies Act 2022 (the New Act) addresses these concerns. Given the significance of the changes, the New Act requires all incorporated societies to re-register under the New Act. A “window” opened for re-registration in October last year.
In undertaking the re-registration process, the Association proposes to adopt a new constitution, as required by the New Act, and make other arrangements to facilitate a transition to becoming registered under the New Act. The Association intends to complete the re-registration process as soon as reasonably possible to ensure compliance with the New Act.
Adoption of New Constitution
The Association proposes to adopt a new constitution to take effect on the date of its re-registration as an incorporated society under the New Act. A copy of the proposed constitution is available at https://www.nzrpa.co.nz/asset/734/Revised%20NZRPA%20Constitution%20for%20adoption%20at%20the%202023%20AGM.pdf.
The New Act requires incorporated societies to adopt modern governance and follow modern regulatory practices similar to those mandated for companies by the Companies Act 1993. As part of the re-registration process, the New Act requires all incorporated societies to adopt a new constitution which addresses the governance and regulatory requirements imposed by the New Act.
The new constitution is in many aspects a mirror of the existing constitution, with additional provisions to ensure compliance with the new Act, for example:
· Removal of common seal;
· Interested officers and directors (Rule 15);
· Appointing a contact person for the Association (Rule 18.5)
· Requiring a person to consent to becoming a Member (paragraph 2.1 of Appendix A);
· Permitting written resolutions in lieu of a general meeting (paragraph 3 of Appendix D); and
· Requiring a complaints and disputes procedure (Appendix G).
The new constitution also includes provisions that look towards the future of the Association, for example:
· With the approval of the Remuneration Committee, remuneration for directors (Rules 4.4 and 4.5); and
· Establishing a Player Council (Appendix E); and
· Establishing a Nominations Committee (Appendix F).
PROCEDURAL NOTES – MEETING ADMINSTRATION AND CONDUCT
Ordinary Resolutions: Ordinary resolutions are required to be approved by a simple majority of more than 50% of votes of Members validly cast at the Annual Meeting.
Special Resolutions: Special resolutions are required to be approved by a two-thirds majority of the votes of Members validly cast at the Annual Meeting.
Persons entitled to vote
This meeting of members will be held by audio-visual means. Voting on all resolutions put before the meeting will be by poll.
Casting your vote
You may cast your vote in one of two ways, either by personal attendance or by appointing a proxy to vote on your behalf. Please find proxy form here: NZRPA - Proxy Form 2023.pdf
Personal attendance: You may attend the meeting in person on the date and at the time recorded on the first page of this notice. Only votes received during the meeting will be accepted and recorded.
Appointing a proxy: All members entitled to attend and vote at the meeting may appoint a proxy to attend and vote on their behalf. Appointments must be made using the proxy form which should be returned by email to Rebecca Giordano (rebecca.giordano@nzrpa.co.nz) prior to the meeting.
Please contact Rebecca (as above) if you would like a copy of the audited financial statements.
