Constitution

Constitution and Rules of the

New Zealand Institute of Travel & Tourism Inc.

September 2008

1. NAME

The name of the Institute shall be the New Zealand Institute of Travel and Tourism Incorporated (hereinafter

called “the Institute").

2. REGISTERED OFFICE

The registered office of the Institute shall be situated in Wellington or in such other place as the Council may from

time to time determine.

3. OBJECTS

The objects for which the Institute is established are:

(a) To promote, enhance and develop the educational and cultural advancement of those engaged within New

Zealand in the sales, passenger and promotional aspects of the travel and tourism industry.

(b) To promote and obtain recognition of the status of those engaged in the travel and tourism industry.

of same by way of certificates, diplomas, awards and distinctions as deemed appropriate.

(d) To develop, initiate, facilitate or provide travel and tourism lectures, meetings, conferences, and websites which

will enhance the skills of members, and publicise and to promote research in all aspects of the travel and tourism

industry.

(e) To communicate to members information, statistics or data relevant to the travel and tourism industry.

(f) To provide or establish prizes or scholarships tenable at any educational institute approved by the Council.

(g) To establish a code of ethics for the professional conduct of members and to make provision for the observance

of such Code of Ethics.

(h) To align with any other industry body or person in achieving any of the objects for which the Institute is formed

and to combine, associate with or co-operate with, or become members of any such Institute or body whether in

New Zealand or elsewhere having objects wholly or in part similar to the objects of the Institute.

(i) To establish Branches of members in such places and in such manner as may be deemed advisable by the Council.

(j) To acquire, hold or dispose of any form of real or personal property.

(k) To borrow money for the purpose of carrying out any of the objects of the Institute.

(l) To remunerate any person, institute or other body for services rendered to the Institute.

(m) To indemnify all members of the Council and agents of the Institute against all claims and demands made upon

them in respect of all acts done by them in good faith purporting to be in pursuance of this constitution whether

such acts shall be strictly within the powers of the Institute or not.

(n) Generally and in furtherance and not in limitation of the foregoing objects to do all such other things as in the

opinion of the Institute may be incidental or conducive to the attainment of any of the foregoing objects or to the

exercise of the herein mentioned powers.

(o) Any income, benefit or advantage shall be applied to the objectives of the organisation. No member of the

organisation or any person associated with a member shall participate in or materially influence any decision

made by the organisation in respect of the payment to or on behalf of that member or associated person of any

income, benefit or advantage whatsoever. Any such income shall be reasonable and relative to that which would

be paid in an arms length transaction (being open market value). The provisions and effect of this clause shall not

be removed from this document and shall be included and implied into any document replacing this document.

(IRD 2007)

4. MEMBERSHIP

(a) Membership of the Institute shall be restricted to persons who are engaged in or actively associated with the

travel and tourism industry in New Zealand.

(b) Membership from organisations or individuals operating as a business within and allied to the industry shall be

permitted under parameters and criteria prescribed by the Council.

any grade of membership shall satisfy the Council of the applicant having fulfilled the conditions specified by

these Rules in such manner at the Council requires and shall also produce such evidence of fitness of the applicant

to be so admitted or elected as the Council deems necessary.

(d) Every applicant for membership shall sign a form of application to be prescribed by the Council by which the

applicant shall undertake to be bound by these Rules and by any code of ethics adopted by the Institute and shall

furnish to the Council such information concerning the application as may be required by the Council.

(e) Applicants for admission to membership must first have passed such examination qualification as may be

determined by the Council or attained such a standard of education and competence in the travel and tourism

industry which in the opinion of the Council is equivalent thereto.

(f) The registration of members of the Institute shall be effected by the entry in a printed or electronic register to be

kept for that purpose of the following particulars.

(i) The name of the member.

(ii) The postal address of the member.

(iii) The membership grade in which the member is registered.

(iv) Such other particulars as the Council thinks fit.

5. THE GRADES OF THE INSTITUTE shall be as follows

(a) Life Member (LNZITT) being a person elected to Life Membership in the terms of Rule 8 of these Rules.

(b) Fellow (FNZITT) being a person recommended by the Council who has been a Member for at least ten years, and

who has rendered meritorious service to the Institute and/or the industry.

Nomination for election as a Fellow shall be supported by two Fellows or Members having personal knowledge of

the applicant for a period of not less than one year.

No person shall be elected a Fellow unless the resolution for such election is carried by a majority of three-

fourths of those present at the General Meeting when the same is proposed.

criteria, who at the date of application has been engaged for the last three years in the travel and tourism industry

and who satisfies the Council that the applicant is a fit and proper person to be so classified.

(d) Associate (ANZITT) being a person elected as such by the Council who has fulfilled the Institute's educational

criteria for this level of recognition, and who is not otherwise eligible for advancement to Member.

(e) Student being a person elected as such by the Council, who is sixteen years of age or over, and desires to become

engaged in the travel and tourism industry, and who is undertaking an approved course of study. Except with the

permission of the Council, no student may remain in that grade for more than twelve months without submitting

evidence of continuing approved study.

(f) Affiliate Member being a person employed in the industry who does not meet the qualification criteria required at

the time of application, but who commits to gaining a qualification within twelve months for advancement to

Associate or Member.

(g) A member of the Institute is deemed to be a voting member from the following grades: Life, Fellow, Member,

Associate.

(h) Allied Partner being an organisation, company or individual in or peripheral to the industry which is supportive

of the aims and objectives on the Institute, and meets criteria for membership determined by the Council.

Notwithstanding anything to the contrary in Clauses (b), (c) and (d) of Rule 5 of these Rules the Council may, at its

discretion, waive the need for an applicant to have fulfilled the educational criteria of the Institute provided that

the Council shall require such alternative proof of the applicant's suitability and competence.

7. RECOGNITION

(a) A person or organisation admitted to membership under Rule 5(a) (b) (c) (d) and (h) of the Institute shall be

entitled to a certificate of membership and status under the Seal of the Institute.

(b) Every certificate of membership shall remain the property of the Institute and the Council shall be authorised at

any time to call for and compel its production and delivery. Any person ceasing to be a member of the Institute

shall, on application by the Council, or by the Secretary, return the certificate of membership for cancellation.

(c) Each member under Rule 5 (a), (b), (c) and (d) shall be entitled to use after their name, letters indicating that they

are a member of the Institute appropriate to the grade to which they belong or any abbreviation thereof from

time to time approved by Council. An Allied Partner may identify themselves as such.

(d) The Council may adopt any distinctive device or design for the use of members and may from time to time

determine the conditions upon which the same may be used by members. Every such device or design shall

remain the property of the Institute and any person ceasing to be a member shall forthwith cease to use such

device or design.

8. LIFE MEMBERS

(a) On the recommendation of the Council, any person may be elected a Life Member at any general meeting of the

Institute in respect of outstanding services rendered the Institute.

(b) No person shall be elected a Life Member unless the resolution for such election is carried by a majority of three-

fourths of those present at the general meeting when the same is proposed.

payment for the life membership.

(d) There shall not be more than ten Life Members of the Institute at any one time.

9. CESSATION OF MEMBERSHIP

Any member may retire from membership by forwarding to the Council a written resignation. Proof of receipt of

such resignation shall lie upon the member so resigning.

The membership of any member may be cancelled by the Council:

(a) If such member shall make default for a period of six calendar months in payment of any subscription or

membership fee or part thereof due by such member or the discharge of any other obligation due by such

member to the Institute howsoever arising.

(b) If such member commits an indictable offence, or becomes incapable of managing their affairs in respect to the

Institute.

whose membership has lapsed and shall decide the grade of membership to which such member shall be

readmitted.

10. ENTRANCE FEES AND SUBSCRIPTIONS

(a) The entrance fee and annual subscriptions shall be such sums as may from time to time be fixed by the Council

and it is the responsibility of the member to remain financial.

(b) The annual subscription shall become due and payable on the first day of April in each year.

year's subscription shall be payable.

(d) The Council may waive the annual subscription of any member or the arrears thereof because of the member's

ill health, advanced age or other sufficient reason.

(e) The Council may reinstate a member whose membership has been cancelled for non-payment of subscription

on such terms and conditions as it may decide.

(f) The annual fee for members who have retired from the industry shall be determined by Council at a level that is

not more than half the annual subscription for Members and provided if requested.

11. COUNCIL

(a) The control and management of the affairs of the Institute shall be vested in a Council representative of the travel

and tourism industries. Such Council shall consist of:

i Not more than six (6) nor less than four (4) members, elected at the Annual General Meeting who have the status

of Associate and above.

ii Each Council member shall have one vote and shall remain in office until the next Annual General Meeting and

each shall be eligible for re-election.

(b)

i. A member shall not be qualified to be elected to the Council unless a nomination paper, in the form prescribed by

the Council, is lodged with the Secretary not less than twenty days immediately preceding the date of election;

Provided that if the candidates validly nominated are less in number than the number of Council members

determined by the Annual General Meeting then such candidates shall be declared elected and provided further

that the Annual General Meeting may elect additional Council members on nomination from the Annual General

Meeting to bring the composition of the Council to the required strength.

ii The nomination paper shall be signed by two members qualified to vote at the election and by the person

proposed for election, consenting to the nomination. The nomination paper may be accompanied by a short

introduction of the nominee.

President and a Vice- President and each shall hold office until an election of a successor.

(d) The office of a Council member shall become vacant:

i. If such member dies or resigns

ii. If such member ceases to be a member of the Institute or becomes disqualified for membership.

(e) Any casual vacancy occurring on the Council may be filled by the Council and pending the filling of any such

casual vacancy the remaining members of the Council shall have full power and authority to carry on the

business of the Council.

12. PROCEEDINGS OF COUNCIL

(a) The Council shall meet together for the dispatch of business as often as may be necessary.

(b) At all meetings of the Council five members shall be a quorum.

(d) The Secretary shall upon the direction of the President or any two (2) members of the Council summon a meeting

of the Council at any time. The format, timing and venue of such a meeting shall be determined by the President.

Meetings may be held in person, or via telephone, video conference or any means that enables the proper conduct

of business.

(e) All meetings of the Council shall be presided over by the President or in his absence by the Vice President or a

member of the Council.

(f) Questions at any meeting of the Council shall be decided by a majority of votes and in the case of an equality of

votes the Chairman for the time being shall have a second or casting vote.

(g) A resolution entered in the Minute Book and signed by not less than three-fourths of the members of the Council

shall be as valid and effectual as if passed at a meeting properly called, provided that seven days notice of such

resolution shall be given to every member of the Council.

(h) At least seven clear days notice in writing shall be given of all meetings of the Council.

(i) The Council may from time to time delegate to a Committee of its members or to a Committee of members of the

Institute any of its powers and authorities and may at any time revoke any such delegation, and may make such

rules, regulations and by-laws as it may deem desirable for the conduct of the business of such Committee.

j) The Council may from time to time co-opt to its number any representative or other person either for a period or

for a particular purpose but such co-opted member of the Council shall not have any vote.

13. POWERS, AUTHORITIES AND DUTIES OF COUNCIL

(a) The Council may appoint a paid officer of the Institute upon such terms as it deems advisable and may (subject to

any agreement made with any such officer) terminate the engagement.

(b) The Council may make such rules, regulations and by-laws (not inconsistent with these Rules) for the conduct of

its business and the general management and control of the affairs of the Institute and custody and protection of

the assets of the Institute and the disciplining of members; Provided always that any such rule, regulation or by-

law may be rescinded or overruled by a General Meeting of the Institute.

(c ) The Council is empowered to establish or consent to the establishment of local Branches or Sub-Branches of

members and local executives for the management thereof and to make or to consent to the making of rules for

the management and functioning of such Branches or Sub-Branches.

(d) The Council may allocate to local Branches of members such proportion of the annual subscriptions paid by the

members constituting such Branch or such other amounts as it from time to time decides. Money allocated may

only be used for furthering the objects of the Institute and subject only to these Rules or any by-laws made by the

Council for the management of local Branches.

(e) The Council shall cause proper records to be kept of all its proceedings and the proceedings of the Institute.

(f) Without prejudice to the general powers hereby conferred, it is hereby expressly declared that the Council shall

have power to do all or any of the following:

i. To institute, conduct, defend, compromise, refer to arbitration and abandon any legal or other proceedings by

and against the Institute and the Council and officers of the Institute and otherwise relating to the affairs of the

Institute.

ii To appoint and employ any solicitor or solicitors in relation to the affairs of the Institute.

iii. To enter into all such negotiations, contracts and agreements and rescind vary and execute and do all such acts,

deeds, matters and things in the name and on behalf of the Institute as it may consider expedient for or in relation

to any of the matters aforesaid or otherwise for the purpose of the Institute.

iv. To provide a Common Seal for the Institute and from time to time destroy the same and substitute a new Seal

thereof.

v. To purchase, lease, or otherwise acquire any land or property that may be necessary or convenient for the

purpose of the Institute and hold, manage, demise, let, sell, mortgage, improve and deal therewith.

vi. With authority first given at a General Meeting to borrow any money for any of the objects of the Institute in any

form which the Council may think proper.

(g) The President is the only member permitted to make any media releases in respect to Institute matters. The

President may delegate this authority as appropriate.

14. MEETINGS

(a) The Annual General Meeting shall be held within six months of the end of the financial year on a date appointed by

Council.

(b) The business of such Annual General Meeting shall be to receive and consider the annual statement of accounts

and Auditor's report thereon, the report of the Council and any matters incidental thereto, to elect officers for the

ensuing year, to appoint an Auditor and to transact any other business which shall be brought forward by the

Council or which lies within the objects of the Institute or is provided to be done by the Rules.

Council or on the requisition of not less than twelve (12) members of the Institute. Notice calling such a special

meeting shall indicate the business for which the meeting has been called. The timing and venue of such a meeting

shall be determined by the President.

(d) Twelve (12) voting members personally present shall form a quorum at Special and General meetings.

(e) Notice of all meetings of the Institute shall be given at least seven days before the date fixed for the meeting to

each member by the most expedient means and such notice shall be deemed to be duly given if such notice is

communicated to the last known contact recorded on the database.

(f) The accidental omission to give or non-receipt of any such notice to or by any of the members shall not invalidate

any resolution passed at the meeting to which such notice related.

(g) If within one half of an hour from the time appointed for the meeting a quorum is not present, the meeting, if

convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to a date,

time and venue determined by the President in consultation with those present and if at such adjourned meeting a

quorum is not present it shall be adjourned sine die.

(h) The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to

place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the

meeting from which the adjournment took place.

15. VOTING AT SPECIAL AND ANNUAL MEETINGS

(a) Every question submitted to the meeting shall be decided in the first instance on the voices or by a show of hands

or by ballot but immediately after declaration by the Chairman of the result of the voting a poll may be demanded

by the Chairman or any three members present and if so demanded shall be taken in such manner as the Chairman

may direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was

demanded. On the poll each member present or represented by proxy shall have one vote.

(b) Students and Affiliates shall not be entitled to any vote at any Special or Annual Meeting of the Institute.

poll have a casting vote in addition to the vote to show which such person may be entitled to as a member.

(d) Votes may be exercised by proxies authorised in such form as the Council may from time to time prescribe but no

person shall be capable of acting as proxy who is not a member in such person's own right. Such proxies are to be

in the hands of the Secretary at least 48 hours prior to the meeting.

(e) Any member voting must be financial at the time of such a vote, as must any members for whom a proxy vote is

being cast.

16. FINANCE

(a) The financial year of the Institute shall commence on the first day of April in each year.

(b) The funds of the Institute shall be devoted solely to the furtherance of the objects of the Institute as set out in

these Rules and shall be the sole control of the Council.

Donations and sponsorship may be accepted from industry organisations and those peripheral thereto for specific

projects.

salaried officer ) from the property or operations of the Institute.

(d) The funds of the Institute shall be lodged to the credit of the Institute in such bank as the Council may from time

to time determine and all sums authorised by the Council to be paid shall be drawn on the said account as directed

by the Council.

(e) All funds of the Institute not needed immediately for the ordinary purposes of the Institute may be invested in

the name of the Institute in such manner as the Council may decide.

(f) The Council shall cause accounts to be kept of the assets and liabilities and receipts and expenditure of the

Institute and the books of account shall be kept at such places as the Council shall think fit.

(g) The Council may pay out of the funds of the Institute the reasonable travelling expenses of any member, officer

or servant thereof for attending any conference or conventions or being otherwise authoritatively engaged in the

business of the Institute or for any other purpose approved by the Council.

(h) Council may, at its discretion, pay an honorarium to the President. Such honorarium to be determined by the

Council and approved annually at the Annual General Meeting.

(i) Council may, at its discretion, pay a meeting allowance to Council members for each Council meeting attended.

Such payment to be determined by Council and approved annually at the Annual General Meeting.

17. AUDITOR

(a) The books of the Institute shall be audited annually and reported on by an Auditor appointed by the Annual

General Meeting, and independent of the Institute.

18. INDEMNITY

(a) No action at law or otherwise shall lie in favour of members or the executors or administrators against any other

member of the Institute or Council or any officers of the Institute for or in respect of any act, matter or thing

done, omitted, or suffered or purporting to be done, omitted, or suffered in pursuance of the provisions of these

Rules, and that notwithstanding any irregularity or informality occurring or about the doing or omitting or

suffering of any act, matter or thing.

(b) No member of the Council, Auditor, National Secretary or other officer shall be liable for any other members of

the Council, Auditor, National Secretary or other officer, or for joining in any receipt or document, or for any act

or conformity, or for any loss or expense happening to the Institute unless the same happen from such person’s

wilful default.

19. ALTERATION OF RULES

(a) These Rules or any of them may be altered, added to or rescinded by resolution passed at any Annual or Special

General Meeting by a two-thirds majority of the members present, or represented by proxy at such meeting,

provided that notice of the intention to propose such resolution shall have been contained in the notice calling

such meeting and such resolution shall be approved by the Registrar of Incorporated Societies.

(b) No addition to or alteration of the not-for-profit aims, personal benefit clause or the winding up clause shall be

approved without the Inland Revenue Department’s consideration. The provisions and effect of this clause shall

not be removed from this document and shall be included and implied into any document replacing this

document. (IRD 2007)

20. COMMON SEAL

There shall be a Common Seal of the Institute which shall be kept in the custody of the National Secretary and

shall be affixed to any document or writing only by direction of the Council by any member of the Council and the

National Secretary.

21. DISSOLUTION

(a) The Institute may be wound up voluntarily if the Institute at a General Meeting of its members passes a resolution

requiring the Institute so to be wound up and the resolution is confirmed at a subsequent General Meeting called

together for that purpose and held not sooner than thirty days nor more than two calendar months after the date

on which the resolution so to be confirmed was passed.

(b) If upon the winding up or dissolution of the Institute there remains after the satisfaction of all debts and

liabilities any property whatsoever, the same shall be transferred to or applied towards any concern or

association or concerns or that notice of the intention to propose such resolution shall present or represented by

proxy at such meeting provided associations not being concerns or associations that are members of the Institute

having substantially similar objects and activities to those of the Institute to be used by it or by them for purposes

similar to the objects for which the Institute was established and in such manner and upon such conditions as the

then members of the Institute in general meeting may determine and if at the time of winding up or dissolution of

the Institute there is not existent any other concern or association having similar objects and activities to those of

the Institute, or if the then members of the Institute do not in general meeting determine that the property shall

be transferred to or applied towards any such concern or association, then the property of the Institute shall be

applied towards such charitable purposes in New Zealand as the then members of the Institute in general meeting

may determine.

First registered with the Registrar of Incorporated Societies, Wellington, on February 22, 1984.

Updated at the 40th Annual General Meeting of the Institute 2 September 2008

CONSTITUTION 2 September 2008

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