Draft Constitution

This is a preview page for proposals, changes and amendments to Notessity's constitution. Notessity's currently registered constitution is also available in the Records section of the About page.

A. Interpretation

    Definitions

  1. The Act refers to the Companies Act of 1993.
  2. Company refers to Notessity Charity Limited. The company is represented by its board and is supported by its associates.
  3. Constitution refers to this document as modified from time to time.
  4. Section refers to any set of clauses within this constitution or other legal act labelled with the same initial if not all the same code characters or digits.
  5. Signature refers to evidence provided by a signatory that demonstrates that they have been informed of the related document. If the document contains specific terms for signing, the signature also indicates that the signatory has accepted those terms. A signature can be any physical or electronic mark or writing that exclusively identifies the person performing the signing. A signature is implied when a person consciously and personally presents or publishes a document publicly.

    6. Encompassments

  6. This constitution, as constrained by the Act, is the ultimate source of authority within the company. Its provisions take precedence over the provisions of the Act that permit alteration, negation or replacement. They also take precedence over all other company rules, regulations and agreements between the company and its associates.
  7. The provisions within sections A, C and D of this constitution (Interpretation, Purpose and Principles and Shares) take precedence over all other sections except to the extent that the other sections reflect mandatory statutory requirements. Any board member that supports a successful resolution to alter provisions within these sections must complete and sign a certificate that explains how the altercation deepens support for the original aims of these sections without compromise.
  8. Provisions of this constitution, as well as any other company rules, regulations, policies, procedures or agreements may only address the handling of controllable factors. They may never require the achievement of outcomes that depend in whole or in part on external circumstances. Nor may they be applied to events that occurred before the provision was enacted and promulgated in the customary manner.
  9. Italicised words merely indicate that the words have been defined in this constitution. Unless the context requires otherwise, the words defined in this constitution override the definitions for the same words within the Act. All such words are listed in section B (Index of Definitions). Words not defined in this constitution but defined in the Act have the same meaning as in the Act.
  10. Headings are only intended to help readers locate clauses. They do not limit the applicability of the provisions they precede. Additionally, the words "include", "including", "such as", or any other words of similar meaning do not imply any limitation.
  11. Explanatory sections, usually under the heading of "Overview", are intended to aid in the understanding and interpretation of related rules. However, they never establish new rules, nor do they ever modify or negate other rules in a contradictory manner. All other sections take precedence.
  12. Words that indicate singular also include plural and vice versa.

B. Index of Definitions

The definitions for the following words can be found in the sections that follow each word.

  1. The Act: A. Interpretation
  2. Affiliate: I. Resolutions
  3. Alternate: E. Associates
  4. Associate: E. Associates
  5. Board: F. Board of Directors
  6. Company: A. Interpretation
  7. Conflict of interest: I. Resolutions
  8. Constitution: A. Interpretation
  9. Director: F. Board of Directors
  10. Fiscal year: F. Board of Directors
  11. Group: H. Issue Review Meetings
  12. Indemnity: E. Associates
  13. Issue: G. Issue Review Process
  14. Meeting: H. Issue Review Meetings
  15. Poll: H. Issue Review Meetings
  16. Repurchase: D. Shares
  17. Resolve: I. Resolutions
  18. Resource: C. Purpose and Principles
  19. Section: A. Interpretation
  20. Share: D. Shares
  21. Shareholder: D. Shares
  22. Signature: A. Interpretation
  23. Stakeholder: C. Purpose and Principles
  24. Student: C. Purpose and Principles

C. Purpose and Principles

    Definitions

  1. Resource refers to any supplies, capital, property, investments, holdings, data, information, knowledge, wisdom, and time possesed by the company with the direct or indirect potential to advance its purpose.
  2. Stakeholder refers to any associate, partner, customer of the company. Because the company is a charity, the term also includes any citizen of New Zealand.
  3. Student refers to anyone who deliberately takes steps to increase their knowledge.

    4. Purpose

  4. The company's purpose is to advance education by developing tools to help students manage, apply and exchange their discoveries and insights, and make those tools, along with the underlying technologies and research used to create them, available for students to adopt and extend.
  5. All of the company's resources must be applied exclusively toward its charitable purpose after making provision for all lawful debts and liabilities, associate wages and salaries, depreciation of the company's assets, and reserves that have been deemed prudent by its board.
  6. The company will fulfil its purpose through activities that include:
    1. developing and maintaining open-source software to help students organise and harness the full potential of their knowledge; and
    2. sharing and promoting technologies that result from the company's activities; and
    3. investigating issues that affect or could potentially affect the company's ability to fulfil its purpose and disseminating the findings.
  7. The company may engage in any activities which are incidental, conducive or desirable to its charitable purpose, including:
    1. providing advice, training, and support materials that help stakeholders take full advantage of the tools offered by the company; and
    2. developing capabilities, competencies, skills, education and understandings that support stakeholders in fulfilling the purpose of the company; and
    3. fostering a healthy and sustainable environment for stakeholders; and
    4. entering into partnerships, joint ventures and similar agreements with any person or entity provided that either the activity or the revenue from the activity furthers the company's charitable purpose; and
    5. seeking, accepting and receiving subscriptions, donations, subsidies, grants, endowments, gifts, legacies, loans and bequests of value.
  8. The company shall not be obligated to engage in all prudent activities simultaneously. Priorities will be set according to the board's discretion and the availability of resources within the company.
  9. To protect the company's purpose from outside influence, the company may not rely upon the support of a single donor or donor organisation to employ personnel, acquire property, purchase equipment, or take on projects it cannot maintain without the continued support of that donor. Nor is the company allowed to affiliate itself with a holding or parent organisation.
  10. Upon liquidation of the company, after all liabilities, debts and liquidation costs have been paid and all shares have been repurchased, any remaining assets must be transferred to another organisation with a similar charitable purpose as defined in section 5(1) of the Charities Act 2005.

    11. Principles

    The following principles work together to foster unity rather than division. The company has no adversaries, only partners.

  11. Societal Contribution: Revenue must primarily result from developing and sharing methods that utilise resources more efficiently rather than confiscating resources from others advantageously. Therefore, the company's products and services must be based on original research and experimentation. To encourage continual innovation:
    1. All associate roles must include a research component that includes direct interaction with customers.
    2. To ensure associates are not penalised for experimenting, they must be evaluated regarding their investigative process rather than their investigative outcomes.
    3. Associates must have the same freedom as the company to utilise and further their innovations.
  12. Equal Opportunity: The privileged will inevitably be tempted to use their advantage to deprive others because value held by others is more obvious than value that is yet to be created. Therefore, disproportionate resources, opportunities and abilities may only be granted as needed to satisfy specific responsibilities or to rectify a pre-existing disadvantage. To foster equality:
    1. All business activities must enrich the associates and the company. Therefore, associates may not accept a task unless they understand specifically why completion of the task is desired, how it will contribute to the purpose and principles of the company, and how it is also an opportunity for them to learn, practice, and innovate.
    2. Rules and policies must be written as broadly as possible to address situations and activities rather than individuals, interest groups, ranks, or seniority levels. Services must be priced, offered and distributed according to costs and availability without regard to customer traits. Associates must be governed by rules that are as similar as possible relative to the constraints of their respective roles.
    3. Exceptions to rules may not be granted under any circumstances. When people can exempt each other from the rules, they can no longer rely on the rules to protect them and must instead compete for the discretionary loyalty of others, which is rarely distributed equally.
  13. Diverse Expertise: Due to countless variables, the environment is beyond the predictive capacity of any individual. However, when knowledge from different viewpoints is combined, not only are more ideas produced, decisions also become more reliable through the integration of independent analyses. Additionally, diverse observers are more likely to question assumptions and suboptimal decisions. To foster diversity:
    1. issues must go through the Issue Review Process specified in section G to ensure that solutions result from multiple perspectives; and
    2. the company must engage in a limited number of complementary activities to create opportunities for combining ideas and expertise; and
    3. everyone should be considered unique. No demographic may be characterised without referencing research that measured the characterisation within the demographic.
  14. Systematic Regeneration: The company will not fulfill its potential unless its technologies, processes, roles, rules and decisions are optimised for maximum simplicity, efficiency and impact. However, any system where components independently influence one another for personal benefit will inevitably drift toward division and failure in the absence of a regenerative mechanism. Therefore, those who become disadvantaged, because they will be the most motivated, must have the ability to identify weaknesses in the system and initiate corrective actions before problems compound excessively. Consequently, company activities must be verifiable and correctable in a manner that is always respectful in the following ways:
    1. Verifiable - Associates must be open and candid about their activities and never agree to conceal them for more than one year. Meeting minutes must be recorded and made available to the public. The company must disclose the types of private data it collects and how it uses the data. And when making decisions, options must be compared to verify which one best resolves a particular company issue.
    2. Correctable - All associates have the authority to call a special meeting or add an issue to the agenda of any recurring meeting (including board meetings) if necessary to question a practice, resolve a disagreement or clear up confusion.
    3. Respectful - When investigating problems the focus must be on finding the best solution rather than assigning blame. A problem well defined is a problem half solved. Likewise, associates will not look for breakthroughs if they are punished for failed attempts. Therefore, discovering new solutions requires an environment where associates can be completely open about the issue, their activities and the surrounding circumstances.

    Modification

  15. This constitution may only be modified by a special resolution that furthers the purpose, upholds the principles and preserves the original aims of sections A, C & D, and the definitions they rely upon, to the extent allowed by law.
  16. The company must to the best of its ability consolidate new and existing rules, procedures, policies and the like whenever possible so that they converge toward broad principles rather than diverge into an assortment of overly specific exceptions.
  17. The company may only adopt principles that it recommends and are mutually beneficial to all others. It may not adopt principles based on exclusivity or that rely on the negligence, ignorance or inferiority of others.
  18. Amendments to this constitution do not apply to any stakeholders until they have been made accessible to all stakeholders by way of customary notification and publication methods.
  19. If any of the company's principles are violated due to compelling emergency or extenuating circumstances, they must be fully, retroactively and automatically reinstated after no more than one year. Such exceptions must be publicly disclosed along with the evidence justifing the necessity of the exception. Principles are not considered violated unless the infraction has persisted for more than one week so people feel free to discuss, question, and practice them imperfectly.
  20. If any clauses in this constitution are found by a court of competent jurisdiction or arbitrator to be void, invalid, illegal or otherwise not binding on the parties, then such clauses shall be severed from this constitution, but the remaining clauses shall remain in force.
  21. This constitution may only be revoked by a special resolution to liquidate the company.

D. Shares

    Definitions

  1. Repurchase refers to the canceling of shares after all payment (if any) made for the shares has been refunded.
  2. Share refers to redeemable units of company ownership that confer upon the shareholder all the powers and responsibilities of a director and determine how many votes they may cast to approve or oppose a resolution.
  3. Shareholder refers to anyone who has been recorded in the share register of the company as the owner of one or more shares. Shares may only be held by those that agree to hold office as directors.

    4. Overview

  4. Shares of a charitable company should only represent units of controling influence, not claims against company assets. Shareholders should be focused solely on furthering the purpose of the charity and never tempted by opportunities for personal gain. Therefore the rules within this section are designed prevent shareholders from profiting either by way of extracting company resources or by selling their shares for more than their original purchase price.

    5. Allotment

  5. The company may only allot shares that are redeemable at the option of both the company and the shareholder and are identical in rank and privileges. The allotment and repurchasing of company shares must also conform to the following additional restictions:
    1. The consideration for the allotment and redemption of shares is fixed at $1 per share.
    2. All shares repurchased by the company are cancelled upon acquisition.
    3. Shares may only be allotted to individuals. Shares may not be allotted to trusts, organisations, representatives, or any other type of ownership collective.
    4. The company must limit the total number of shares that it allots such that there are never more than nine shareholders who never hold more than 100 shares simultaneously.
    5. The company may not continue operating unless at least one director owns one share. The last allotted share may only be repurchased if the board has resolved to liquidate the company.

    Privileges

  6. Shares grant the following privileges:
    1. Shares grant shareholders all the powers and responsibilities of directors.
    2. Shares allow shareholders to cast one vote for every share they possess regarding any board resolution.
    3. Shareholders who collectively own at least 80 shares may sign a resolution into effect with the same validity as if it had been approved in a board meeting.
    4. Shareholders may submit a signed written request for the company to repurchase any number of their shares at any time.
  7. Shares do not carry the following customary privileges:
    1. Shareholders may not receive a dividend or any other compensation merely because they hold shares.
    2. Shareholders may not allow any circumstance to arise that would transfer any of their shares to a new owner.
    3. Shareholders do not have a pre-emptive right to buy the number of new shares needed to maintain their previous percentage of company ownership when the company allots new shares. Consequently, section 45 of the Act does not apply.
    4. The liability of a shareholder to the company is limited to the damage they cause as a director from:
      • violating a provision within sections A, C or D of this constitution; and
      • failing to correct the violation after it is raised as an issue for evaluation at a company meeting after customary accommodation has been made for their attendance and participation.

    Requirements

  8. No one may hold shares unless they agree in writing that they:
    1. will be the only owner of the shares and will not create or attach any contract, mortgage, security interest, charge, lien or other encumbrance or adverse interest to any share that they hold; and
    2. have read and promise to uphold all associate responsibilities listed in section E.3 of this constitution; and
    3. will act as a director of the company; and
    4. will allow the company to repurchase any number of shares at any time for any reason by refunding the payment received for their shares.

E. Associates

    Definitions

  1. Alternate refers to a replacement worker that has been subcontracted by an associate to temporarily take on their responsibilities within the company.
  2. Associate refers to any person who has agreed in writing to abide by this constitution, which includes shareholders/directors, employees, interns, alternates, contract employees and volunteers.
  3. Indemnity refers to a relief or excuse from liability, whether before or after the liability arises.

    4. Responsibilities

  4. All associates must agree in writing that while acting in a professional capacity for the company they:
    1. have read this constitution and will act in good faith to comply with its provisions, uphold its principles, pursue its charitable purpose and do nothing that would contradict it or the Act; and
    2. will make proper inquiry when the need for inquiry is indicated by the circumstances from relevant, sound and substantiated sources while disregarding assertions that are unverifiable except to fulfil a legal requirement to divulge such assertions; and
    3. will never attempt to influence the outcome of an issue under review without first disclosing any conflicts of interest they have regarding the issue; and
    4. will never assure a customer, supplier, partner or any other stakeholder that the company's associates, products or services will fulfil an obligation without an informed reason for that conclusion; and
    5. will only use confidential customer information for the stated business purpose for which it was collected and destroy all personally held copies of such information when their association with the company terminates; and
    6. will attribute to the company exclusive ownership of the intellectual property they create while pursuing the purpose of the company while retaining an irrevocable, perpetual, nonexclusive and unlimited license to share, sell, sublicense and otherwise use such intellectual property outside of their association with the company in any manner they desire; and
    7. will allow any messages, records, notices, statements, reports, accounts, or information resulting from their employment activities to be electronically communicated and publicly disclosed except for unique personal identifiers other than their name; and
    8. will keep the company informed of their current personal contact information; and
    9. will give feedback to the board regarding how well this constitution supports the purpose and principles of the company.
  5. Associates (including directors) may delegate any task not prohibited from delegation by the Act to other associates. However, if a task is delegated to an individual or firm not bound by this constitution, the delegate must agree to uphold the Observable requirement specified in section C.14.a. of this constitution by following the procedure specified in section G.4.

    6. Compensation

  6. Associates, or the firms they represent, may receive compensation in the form of money, benefits or advantage for any professional services they render in pursuit of the charitable purpose of the company if:
    1. such compensation is reasonable and relative to that which would be paid or received in a typical arm's length transaction for work of a similar type, quantity, quality and depth; and
    2. neither they nor any of their personal associates influenced the valuation of the rendered services. Associate contributions must instead be valued according to average wages for similar services rendered in the same locality as determined by reputable independent sources with recognised expertise in the valuation of professional services.
  7. Associates may receive compensation from other companies, including partners and associates of the company, even if the opportunity results from conducting company business. However, associates must disclose professional ties to other individuals or firms that the company's activities might affect by recording such employment in the interest register of the company.
  8. Company assets, including revenue, may not be transferred to the possession of any individuals or firms who will not be obligated to utilise such assets for the purpose stated in section C (Purpose and Principles) of this constitution unless:
    1. the asset is reasonable and proper compensation for goods purchased for company use, services rendered, time expended, or any other activity related to the affairs of the company; or
    2. the asset is reimbursement for expenses properly incurred while conducting company business; or
    3. another charity is likely to generate more value from the asset than the company can generate in pursuit of its purpose; or
    4. the remaining projected value of the asset is less than the projected cost of holding the asset.

    Indemnity

  9. When present or former associates incur liabilities for professional acts or omissions in service of the company, they will be indemnified from:
    1. the costs incurred by them in defending or settling any claims or proceedings relating to any such liabilities that are not criminal and do not concern a breach of fiduciary duty or a breach of the duty to act in good faith and the best interests of the company; and
    2. the costs incurred by them in any proceedings that are discontinued or result in an acquittal or a favourable judgement.
  10. The board may resolve to insure any associate against the costs of liabilities described above in section E.8. of this constitution.

    11. Alternates

  11. Contingent upon board approval, associates may appoint alternates to temporarily assume their company responsibilities. Alternates work directly for the appointing associates who are responsible for fulfilling all employment and compensation requirements.
  12. Alternates are subject to identical requirements and receive identical powers and responsibilities as the associates they replace, except for the power to appoint an alternate to take their place. Alternates filling in for directors may cast as many votes as the director who appointed them owns shares.
  13. No one may become a alternate unless:
    1. they are appointed by an associate that would like to be temporarily replaced; and
    2. the board resolves to accept the appointment of the alternate; and
    3. the appointed individual agrees in writing to all the same conditions that an associates would have to accept, depending on the position to be occupied by the alternate.
  14. Alternate must stop performing work for the company if:
    1. they give the board a signed resignation notice; or
    2. the appointing associate or the board revoke the appointment of the alternate at any time for any reason; or
    3. the board discovers a circumstance that requires them to remove the alternate; or
    4. they become incapable of performing as an alternate.

F. Board of Directors

    Definitions

  1. Board refers to the group made up of members that are both the directors and the shareholders of the company.
  2. Director refers to a shareholder who has accepted responsibility for governing and leading the company, which is a requirement of owning shares.
  3. Fiscal year refers to the accounting period of the company. It is used to define the scope of summary accounting statements. It is just as long as a calendar year; however, it may start and end on different days.

    4. Appointment and Removal of Directors

  4. The company is governed by one to nine shareholders, who are all required to act as its board of directors. All of the powers and responsibilities of directors described in the Act are conferred to the shareholders with the modifications imposed by this constitution. The company is bound by the resolutions passed by its board.
  5. Board membership is regulated in the following manner:
    1. The initial directors are those named as shareholders in the company's registration application. They remain directors as long as they hold shares.
    2. The board may add subsequent directors by allotting shares that conform to the provisions of section D of this constitution (Shares) to individuals that are qualified according to those terms and agree to abide by those terms.
    3. The board may remove a director for any reason by resolving to repurchase all of their shares. Likewise, a director may resign for any reason by asking the board in writing to repurchase all of their shares. The previous acts of directors remain valid after they resign or are removed, even when the removal is because the director was discovered to be unqualified.
    4. The board must remove a director who:
      • either circumvents or fails to correct known lapses in their responsibilities; or
      • relinquishes their shares due to death, incapacitation, debt, or other reasons; or
      • is discovered to be unqualified to act as a director.

    Director Responsibilities

  6. All the conditions and responsibilities that apply to associates also apply to directors. Directors are also responsible for managing and supervising the business and affairs of the company and for ensuring that the constitution supports the purpose of the company in an optimally efficient and impactful manner. The specific responsibilities of the board include:
    1. resolving issues according to this constitution; and
    2. signing or authorising other associates to sign written contracts or obligations on behalf of the company; and
    3. employing others and forming partnerships to help the board pursue the charitable purpose of the company; and
    4. entering into deeds provided that the board has resolved to do so and after which two directors have signed the deed, or if the board only has one director, that director has signed the deed in the presence of a witness; and
    5. carrying out all other activities necessary or desirable to fulfil the charitable purpose of the company except for acting as an auditor of the company or any other activity that this constitution or the Act prohibits.
  7. The board must hold an annual meeting not later than six months after the close of each fiscal year and never more than 15 months since the previous annual meeting or date of registration. During the annual meeting, the board:
    1. must review the financial statements for the prior fiscal year; and
    2. must assess the financial health of the company; and
    3. may appoint an auditor for the current fiscal year; and
    4. may conduct any other pending business.

G. Issue Review Process

    Definitions

  1. Issue refers to a decision with the potential to create a significant and difficult to reverse obligation, acquisition, or stakeholder perception. Any of these outcomes are significant if they reduce the company's ability to fulfill its purpose in an obvious manner. Estimates of significance must include the potential for costs and limitations resulting from either action or inaction to accumulate and compound over time. Issues must be reviewed using the Issue Review Process described in this section.

    2. Overview

  2. The purpose of establishing this process is to facilitate optimal decision outcomes in at least two ways. It encourages review teams to pool their collective expertise to produce options no one individual could imagine in isolation. It also tests options from multiple perspectives so that as many misjudgements regarding assumptions, benefits, costs and risks as possible may be corrected before decisions are implemented.

    3. General Procedure

  3. The best solutions do not always come to mind immediately upon being informed of an issue. Therefore, this process addresses issues in three stages separated by breaks for reflection, research and experimentation. Review teams may meet as many times as necessary to complete a stage with adequate information. They are also free to repeat stages anytime new information invalidates previous assessments. All previously created materials that remain relevant may still be utilised when reverting an issue to an earlier stage.
  4. Each stage has tasks to complete and questions to answer as described below. The outcomes from these tasks must be recorded in meeting minutes and published. Sharing these materials allows an even larger community to contribute their collective wisdom to the pursuit of finding optimal solutions. Whenever an associate delegates an issue to a party outside the company, the associate must lead the party through this process and publish the resulting materials in the same manner as internally produced meeting minutes. Issue review teams must always include an associate.

    5. Stages

  5. Clarification: The objective of the first stage is to get a better understanding of the issue, how it impacts the company, who it affects, and who can help resolve it. Participants must go through the following steps:
    1. Define: State the issue in terms of the underlying objective without mentioning how it should be fulfilled. It must be an open ended question along the lines of "What is the best way to ...?"
      • If the issue was prompted by an opportunity or offer, then it must be redefined in terms of the company objective that would be advanced.
      • If the issue was prompted by problematic symptoms, then it must be redefined in terms of the objective being thwarted.
      Determine if the issue should be divided into multiple issues, or conversely, combined with an existing issue depending on how other issues may share a common broader goal.
    2. Prioritise: Determine if a solution to the issue should be postponed, mitigated, procured or created depending on how fundamental it is to the company's purpose. Also determine when a response to the issue is prudent based on:
      • how much the issue is costing the company; and
      • the potential for costs to increase in the future; and
      • the importance and number of other dependent issues.

      (The review process should temporarily halt here if the issue will not be pursued in the near future)

    3. Quantify: List all of the desirable outcomes that would constitute a ideal resolution of the issue. In each case uncover the goal behind each outcome. They should all be results that make no mention of how they were produced. Include factors that are currently acceptable that must be preserved. Identify which criteria are essential for success and rank them in order of importance.
    4. Involve: Identify the affected parties, missing subject matter experts, and observers that are needed to find an optimal resolution to the issue. Make a list of how each stakeholder or stakeholder group benefits or is harmed by the issue. Specify which of the stakeholders should be invited to the next stage of the review process and the information they should contribute.

    (Adjourn to allow participants to question the cause of the issue and imagine potential solutions)


  6. Comparison: The objective of the second stage is to propose different responses to the issue, examine the strengths and weaknesses of each response, and combine the resulting insights into a plan for resolving the issue. The stage consists of the following steps:
    1. Propose: Generate at least three distinct strategies for addressing the issue. Doing the minimum required to tolerate the issue should be one of the options. Imaginative proposals are encouraged as long as they are not used to crowd out more obvious or practical alternatives.
    2. Examine: List the benefits and burdens for internal and external stakeholders, including bystanders and competitors, assuming that each proposal succeeds. Look for additional benefits and burdens by imagining each option has already failed and explaining the key assumptions that were misjudged in each case. Consider the probability, potential magnitude, and basis for each party's approval or objection, including how their benefits and costs would likely compound.
    3. Recombine: Formulate either an preliminary or final strategy for addressing the issue depending on the existence of sufficient information and the prospects for obtaining more information. Possible strategies include:
      • conducting further research; or
      • running experiments; or
      • tolerating the issue; or
      • implementing a solution to escape, resolve or exploit the issue.
      Strategies that require significant investment should be tested before they are fully implemented whenever possible. When ready to implement a full solution, the strategy should be a new one inspired by the best aspects, broader goals and uncovered risks within the generated proposals.
    4. Plan: Outline the steps for carrying out the selected strategy. Plans to take further action must include:
      • Who is responsible for each step of the plan and how much time they may spend on it. Only one person should be responsible for each step.
      • How the criteria for success will be measured, and at what intervals, to determine if the plan is producing the desired outcome.
      • When the next stage of the Issue Review Process will take place so that advancement of the solution may be assessed.
      • Outcomes that would necessitate the selection of a different strategy or plan.

    (Adjourn to allow participants to conduct research, experiments or implement the solution)


  7. Reassessment: The objective of the last stage is to review the progress being made toward resolving the issue. Issues may not be abandoned, although they may be redefined or combined with other issues. Based on the success of the plan developed in stage 2 in relation to its cost, a decision must be made to either keep the issue at this stage or revert it to a previous stage of the review process. The reassessment steps are as follows:
    1. Audit: Extract the results and lessons from the research, experiment or implementation.
      • Regarding expectations, how were key suspicions and assumptions confirmed or invalidated?
      • Regarding unexpected outcomes, what enablers and obstacles were discovered?
      • Regarding the efficiency of the strategy and plan, which aspects should continue and which should be improved?
    2. Assess: Compare the cost of the plan to the value produced and determine if the results were worth the expenditure. The criteria from the previous stage, for selecting a different strategy, must be taken into consideration.
    3. Route: If the strategy selected in the second stage longer seems like the best option, or if the plan to carry it out seems in need of adjustment, the issue should be sent back to the second stage to determine if a better response is possible. If there has been a significant change in the perceived nature, impact or priority of the issue, it should be sent back to the first stage to be redefined. Otherwise, the issue should remain in the final stage.
    4. Schedule: If the issue is to continue in the final stage then a date must be set for its next reassessment, no more than one year in the future.

H. Issue Review Meetings

    Definitions

  1. Group refers to one or more associates that repeatedly collaborate to further the company's purpose.
  2. Meeting refers to a gathering of a group to discuss company business. Meetings can be recurring, such as annual meetings, or arranged as needed, such as special meetings.
  3. Poll refers to a request in a board meeting for members to vote in favour or against binding the company to a resolution.

    4. Introduction

  4. Issues must be reviewed in Issue Review Meetings, using the Issue Review Process specified in the previous section, to ensure that significant decisions result from comprehensive analysis from a variety of diverse viewpoints. This process is not intended for decisions of little consequence or that can be reversed without lingering repercussions.
  5. The following rules govern all board meetings and any other Issue Review Meetings where associates representing different roles and responsibilities raise and deliberate issues to test their assumptions and coordinate their activities. Because board meetings include both shareholder and director business, the following rules replace Schedule 1 and Schedule 3 of the Act.
  6. No group is ever required to review matters that they consider defamatory (as defined by the Defamation Act 1992) and may remove materials they consider defamatory, frivolous or vexatious.

    7. Notices

  7. Any associate may call a special meeting regarding one or more issues if waiting for the next scheduled meeting of the required participants is likely to significantly impact the company in a negitive manner. However, groups that have a history of holding special meetings once or more a month, or are required to meet regularly (such as the board), should schedule recurring Issue Review Meetings. Any such meeting may be cancelled if there are no issues to review.
  8. Issue Review Meetings may occur in any manner that allows all participants to simultaneously hear each other speak without having to purchase new devices or software. However, anyone corresponding to such a meeting by mail is not participating in the meeting.
  9. Recurring meetings should be scheduled during the previous occurrence of the meeting. Special meetings should be scheduled one week in advance, if possible, but at least one day in advance.
  10. Notices of upcoming meetings must be published on the company website in a section reserved for such announcements. Additional notices or reminders may be sent in any manner. Meeting notices should contain the time, date, location and topic of the meeting. Notices for Issue Review Meetings should add a list of the issues on the agenda and the stage of each issue.
  11. Any failure to announce a meeting properly is excused if all potential participants either fail to protest or agree to excuse the failure. Proceedings within meetings remain valid despite any noticing problems.

    12. Roles and Procedure

  12. The facilitator , or another attendee they permit to lead the meeting in their place, is responsible for:

      13. From the start of the meeting

    1. recognising and recording the arrivals and departures of attendees; and
    2. arranging the next meeting (if it is a recurring meeting) by:
      • confirming the date, time and location of the next meeting; and
      • leading the selection of a facilitator for the next meeting; and
    3. organising the agenda of the current meeting so that issues involving the largest transactions or having the potential to establish procedures or precedents with compounding consequences are considered first and receive more analysis than less significant decisions; and

      4. During the meeting

    4. guiding the attendees through each issue on the meeting agenda; and
    5. assisting the originator of each issue in performing the correct tasks for the current stage of their issue; and
    6. conducting polls and tallying votes as needed using any method preferred by the facilitator as long as it allows for the accurate recording of the votes cast according to the votes attached to the shares of each participating shareholder; and

      7. At the end of the meeting

    7. asking the attendees of the current meeting if they have made, or are in the process of making, any assumptions or decisions that the group should evaluate as a future issue; and
    8. setting the agenda for the next meeting based on the issue backlog of the group; and
    9. asking the meeting participants for feedback regarding the three-stage Issue Review Process and Issue Review Meeting steps; and
    10. adjourning the meeting at their discretion; and

      11. After the meeting

    11. preparing the meeting minutes from their facilitation notes and the artifacts given to them by the issue owners; and
    12. certifying that the minutes are an accurate account of the meeting by signing them; and
    13. publishing the meeting minutes for the benefit of all stakeholders; and
    14. publishing and sending notices for the next meeting.

    The role of the facilitator has no bearing on an individual's ability to otherwise participate in a meeting. A substitute must be selected if the previously selected facilitator is not present at the meeting. The facilitator may determine any unspecified aspects of the meeting procedure.

  13. Issue originators lead the review process for their particular issue in the following manner:
    • They must begin by summarising the significance of the issue so the other meeting participants understand why they should pay attention to it and are able to relate it to the company's purpose.
    • They must reveal any personal conflicts of interest they have with the issue and ask the other meeting participants to do likewise.
    • Depending on the review stage the issue is at, the issue originator is also responsible for providing information to the meeting participants, gathering feedback from them, and making decisions with them in accordance with the Issue Review Process.
    After the meeting has concluded, the issue originator must compile the artifacts produced by each review stage and forward them to the facilitator for inclusion in the meeting minutes.
  14. Attendees contribute their insight, expertise and assistance in assessing issues. After entering a meeting, attendees are assumed to be full participants until the facilitator expressly recognises their absence. Attendees must obtain the express consent of the facilitator before leaving a meeting if there is any chance of their departure going unnoticed.

I. Resolutions

    Definitions

  1. Affiliate refers to a past, present or anticipated family member, close friend, colleague in an organisation other than the company or an entity other than the company that provides support, extends membership, or otherwise inspires loyalty.
  2. Conflict of interest refers to a circumstance where the personal well-being of an associate or an affiliate of the associate is percieved to depend on, or may potentially be enhanced by the outcome of a company decision that the associate is in a position to influence. Therefore, a temptation exists for the associate to encourage a suboptimal outcome for the company so that they or one or more of their affiliates may receive additional benefit from it. However, a conflict of interest does not exist when the decision only involves the associate and the company or entails customary terms and conditions.
  3. Resolve refers to the process of the board binding the company to a resolution.

    4. Introduction

  4. Groups that cannot decide how to conclude the second review stage of an issue may send the issue to the board to resolve. In such a case, the board must return to the first review stage; however, it may utilise the previously completed artifacts. The issue originator continues to lead the review process whether or not they are a board member. Once the board completes the second review stage, it may transfer the issue back to the group that originated it.
  5. The requirements for approving a resolution sometimes depend on whether the resolution is ordinary or special. Special resolutions require more votes to pass than ordinary resolutions, and they can only be reversed by another special resolution. All resolutions are ordinary except for the following types of resolutions that are special:
    6. Type of resolution Requirement
    Adopt or alter this constitution Sections 32 & 106 of the Act;
    Approve a major transaction Section 106 of the Act;
    Approve an amalgamation of the company Section 106 of the Act;
    Put the company into liquidation Section 106 of the Act;
    Appoint a liquidator Section 241 of the Act;
    Remove the company from the Register Section 318 of the Act;
    Transfer the place of incorporation Section 352 of the Act.
  6. Adopting a resolution may also depend on whether or not any Board members have a conflict of interest in it. Those that do may participate in meetings, cast votes, sign related documents, and perform any other board member functions as long as they remind the board of their conflict of interest and record it in the interest register of the company. However, the threshold needed to approve a resolution will be greater in this situation. Board members generally have a conflict of interest in resolutions that:
    1. alter their compensation or insurance benefits; or
    2. change the number of shares they possess; or
    3. potentially impact their well-being or that of one or more of their family members, close friends, or colleagues in another organisation.

    Procedure

  7. Board members may approve resolutions by voting on them in a meeting or signing them into effect. The company is bound by resolutions passed by the board when:

      8. Preparation

    1. share redemption disclosure notices are communicated to all shareholders between 10 and 30 working days before resolving to repurchase shares; and
    2. the effect of the resolution on existing company provisions is displayed within the context of the surrounding text; and
    3. ordinary resolutions regarding new issues are accompanied by documentation showing that at least the first two stages of the Issue Review Process were completed according to the instructions in section G. of this constitution, and all other ordinary resolutions are accompanied by documentation showing that all three stages of the Issue Review Process were similarly completed; and
    4. the provisions of the resolution all contribute to solving the same issue as defined within the first stage of the Issue Review Process; and

      5. Determination

    5. the nature and magnitude of every board member's conflict of interest in the resolution has been declared to all other members before their consideration of the resolution; and
    6. all board members are given a one-time opportunity to postpone a decision on the resolution for at least one week; and
    7. a sufficient threshold of approval is achieved. When board members vote on a resolution in a meeting, the threshold is achieved when:
      • all the board members cast votes in favour of the resolution; or
      • if no voting board member has a conflict of interest in the resolution, members that collectively own at least 75 shares cast votes in favour of the resolution; or
      • if no voting board member has a conflict of interest in the resolution and it is not a special resolution, members that collectively own at least 51 shares cast votes in favour of the resolution.
      When board members collect signatures in support of a resolution, the threshold is achieved when:
      • all the board members sign it; or
      • if no voting board member has a conflict of interest in the resolution, members that collectively own at least 80 shares sign it.

      8. Completion

    Whether or not resolutions are voted on or signed by board members the company will not be bound to them unless the following conditions are also satisfied:

    1. the board members that approved the resolution have completed and signed all required certificates; and
    2. the resolutions have been announced and published in the customary manner so that they may be accessed by all stakeholders; and
    3. the Share Register and statements of shareholder rights are created, updated and distributed as necessary after resolving to allot or repurchase shares.

    Certificates

  8. Board members must fill out and sign certificates that explain why they supported successful resolutions if such resolutions have any of the following objectives:
    9. Resolution Objective Required Explanation
    Any type of director compensation Attest to why the amount of compensation is fair to the company as required by section 161 of the Act.
    Indemnity insurance for a director State that the cost of indemnity insurance for a director is fair to the company as required by section 162 of the Act.
    Unanimous consent for less restricted repurchasing of shares or director compensation Attest to how the company will remain solvent as required by section 108(2) of the Act.
    Repurchasing Shares Explain why the repurchase is beneficial to the remaining shareholders, why the purchase price is fair and reasonable, and how the company will remain solvent as a result, as required by sections 69(4), 70(2) and 71(3) of the Act.
    Allotment of new shares State the nature and value of consideration required to purchase the shares and explain why it is fair and reasonable as required by section 47 of the Act.
    Modification of provisions within the first three sections of this constitution (A. Interpretation, C. Purpose and Principles and D. Shares) or the original definitions Attest to how the altercation expands support for the original aims of these sections without compromise.
    Consolidation of amendments into this constitution Confirm to the Registrar of Companies the delivery of the consolidated constitution as required by section 33(4) of the Act.
    Amalgamation Attest to how the amalgamation is in the company's best interest and is expected to result in a new solvent company as required by section 221(2) of the Act.
    Amalgamation proposal registration State that the amalgamation has been approved in compliance with the Act and this constitution and promise to treat the creditors of the previous companies equally after the amalgamation, as is required by section 223 of the Act.

J. Company records

  1. The company may not make a payment, transfer an asset, assume a liability, or otherwise use its resources to confer a benefit to anyone, or promise to do so in the future, without exposing the payment, transfer or obligation to independent review by:
    1. publishing all such transactions in a publicly accessable manner that is consistant with how other public company records are published, idexed, and promoted; or
    2. resolving to conduct annual financial audits that fully comply with section 207 of the Act; or
    3. hiring an independent accounting firm to conduct or oversee all company accounting activities. Such a firm may not receive more than 10% of its annual revenue from the company to qualify as independent.
  2. The company must ensure the following documents are maintained and kept at its registered office in paper form or in a form that is easily accessible and convertible to paper records:
    1. This constitution
    2. Certificate of Incorporation
    3. Meeting minutes, including approved resolutions and required certificates in the case of board meetings
    4. Interests Register
    5. Directors Register
    6. Share Register that complies with section 87 of the Act.
    7. Statement of shareholder rights that complies with section 83 of the Act.
    8. Copies of written communications to all shareholders during the preceding ten years, including:
      • share redemption disclosure notices that must include the effected shareholders, the nature and terms of the repurchase, and the implications for the company and the remaining shareholders; and
      • copies of resolutions signed into effect; and
      • annual reports as described by section 211 of the Act; and
      • financial statements and summary financial statements
    9. Accounting records that accurately document the last seven years of company transactions and allow for the generation of financial assessments and summary statements with the ability to audit those findings, such as:
      • transaction journals; and
      • balance sheets; and
      • profit and loss statements; and
      • any notes that are related to balance sheets or statements
    10. Records of correspondence with the Companies Office which include:
      • notices of change of address; and
      • notices of subsequent share allotments
    11. Deeds or similar obligations which, if entered into by a natural person, would be legally classified as a deed
    12. Annual Returns consisting of the company address and details regarding its directors/shareholders, which must be delivered to the Registrar of Companies in each calendar year apart from the year of registration
    13. Person Properties Securities Register of Charges

Certificate of Constitution

The preceding document is hereby certified as a true copy of the Constitution of Notessity Charity Limited.