Aotearoa New Zealand Transactional Analysis Association Constitution
November 2015
1. PREAMBLE
This constitution sets out the Principles and
Obligations, Purposes, Objectives, Membership,
Appointment of the Board and Executive Officers,
and the Conduct of meetings of the Aotearoa New
Zealand Transactional Analysis Association, ANZTAA
(“the Association”).
Transactional Analysis is a psychology of human
behaviour, communication in interpersonal
relationships, and problem solving. It is designed
and applied to enhance the lives of individuals,
groups, organisations, and communities.
Our Association is underpinned by a commitment to
the basic principles of Transactional Analysis. We
recognise the unique place of Tangata whenua as
first peoples of this land, and, honouring our
obligations under Te Tiriti o Waitangi. We view
these principles and obligations as complementary
and compatible, together forming the weave of our
kete of knowledge, from which we draw as
individual practitioners and members of this
Association.
Principles and Obligations
- Kāwanatanga (governorship) – helps us think
about our work as a form of stewardship, and
that the client (individual, couple, group,
organisation, student or learners and
educators) has given kāwanatanga in relation
to their information to the health
professional/consultant/educator for the
purposes of healing, cure, growth, or
learning. This principle reflects the
Transactional Analysis value of having
confidence and trust in self and others, and
the belief in the human capacity to solve
problems and grow.
- Tino rangatiratanga (sovereignty) – is vested
in the client. We recognise that people in
therapeutic/consultative/educative
relationships have different roles and,
therefore, different duties of care and
responsibility, and, whilst these may be
mutual, they are asymmetrical. This
complements the Transactional Analysis
principle that all individuals have the
opportunity to live autonomously and with a
sense of belonging, and our commitment as
practitioners to promote individuality,
diversity and community.
- Ōritetanga (equitable outcomes) – reflects the
Transactional Analysis requirements for
contracts of mutual consent and valid
consideration in our practice as health
professional/consultant/educators. It also
supports the Transactional Analysis
commitment, as a social psychiatry, to oppose
physical, psychological and social violence
and oppression. Our members are encouraged to
be aware of their relationship to the world
around them, to effectively choose their own
responses, and to be socially responsible in
their behavior.
- Wairuatanga (spiritual freedom) –
Implementing wairuatanga involves a respect
for the client as a fellow human being. This
reflects the Transactional Analysis commitment
to carrying out relationships without
discrimination on the basis of religion, race,
colour, creed, disability, nationality,
socioeconomic status, gender, age, or sexual
preference.
2. NAME
The name of the Association is the Aotearoa New
Zealand Transactional Analysis Association
(ANZTAA) Incorporated.
3. REGISTERED OFFICE
The registered Office of the Society is:
- c/o Counselling and Psychotherapy Associates Limited, Level 3, 1 Thorndon Quay, Wellington
Address for communication:
- c/o Counselling and Psychotherapy Associates Limited, P.O. Box 12-556 Thorndon, Wellington 6144
4. PURPOSE
The ANZTAA is an incorporated society and a
registered charity, established and maintained
primarily for the advancement of Transactional
Analysis in Aotearoa New Zealand. This will be
achieved through the promoting Transactional
Analysis in a variety of applications and settings
by facilitating training/education and research,
fostering professional development and
professional accreditation, and encouraging the
ethical and competent provision of services.
5. OBJECTIVES
- To educate and promote knowledge of
Transactional Analysis in all its fields of
application, i.e., counselling, education,
organisations, and psychotherapy, to the
general public and to other
professionals.
- To encourage and foster the provision of
services based on and informed by
Transactional Analysis theory.
- To encourage the advancement of research in
Transactional Analysis and to develop
Transactional Analysis theory and
practice.
- To support the provision of training and
examinations in Transactional Analysis to
international standards.
- To support Transactional Analysis learners and
practitioners and encourage ongoing
professional development.
- Where appropriate, and whilst maintaining
basic principles of Transactional Analysis,
ensure that Transactional Analysis training is
recognised and/or accredited by other
appropriate professional bodies.
- To foster community well-being, particularly
by increasing community understanding of
individuals, relationships and communication
through the promotion of Transactional
Analysis theory and practice.
- The Association may undertake additional
activities that further the ethical and lawful
achievement of the above stated
objectives.
6. MEMBERSHIP
- Membership is open to people interested in all
fields of Transactional Analysis. Any person,
on the payment of the annual membership fee
can become a member of the Association.
- Membership shall be available in the following
categories:
- Professional members, who are Certified
Transactional Analysts (CTA), or hold a
valid training contract with the
International Transactional Analysis
Association’s (ITAA) International Board
of Certification (IBOC), or hold a
training and/or supervision contract with
a TSTA or PTSTA.
- Associate members, who have an interest in
Transactional Analysis.
- Life members, who are nominated by the
ANZTAA Board for outstanding contribution
to Transactional Analysis in Aotearoa New
Zealand.
- Professional members and Life members will
have voting rights at meetings. Associate
members shall have speaking rights but not
voting rights at meetings.
- All members of the Association shall promote
the purposes and objectives of the Association
and shall do nothing to bring the Association
into disrepute.
- The Board and the membership agree to address
and resolve any issues or differences which
may arise, in a timely and professional
manner.
- Where the issues or differences are unable to
be resolved the Board may remove or suspend
any member from membership, following due
process and in accordance with established
Board procedures.
- Professional and Life members who are
practising in the fields of counselling,
education, organisations, and psychotherapy
are expected to be members of a relevant
professional association with a code of
ethics, and to observe the membership
requirements of that association.
- The Association encourages members to attend
the AGM and other special meetings, or to send
apologies and submit electronic/postal votes
as appropriate.
- Members are required to give written
notification (email or postal) to the
Association of their resignation. Membership
of the Association is conditional on payment
of the annual membership fee.
7. MEMBERSHIP MEETINGS
- The Annual General Meeting (AGM) of the
Aotearoa New Zealand Transactional Analysis
Association shall be held once a year at such
time and place as designated by the
Board.
- A Special General Meeting (SGM) may be called
by the Board or shall be called by the
President on the written request by at least
10% of the membership.
- The Board is responsible for receiving and
examining the agenda items and notices of
motion, and setting the agenda for the
AGM.
- Professional and Life members may submit items
to be considered for an AGM or SGM agenda.
Submission will be by email to the Board
Secretary.
- All members of the Association shall be
informed in writing by the Board no less than
twenty-one days before any Annual General
Meeting or Special General Meetings. Such
notices shall include the Agenda of the
forthcoming meeting.
- The inadvertent omission to give notice of a
meeting to any member or the non-receipt of a
notice of a meeting by any member entitled
thereto shall not invalidate the proceedings
at any meeting. A quorum for an Annual General
Meeting shall be at least 20% of voting
members.
- Voting at any Annual General Meeting or
Special General Meeting shall be restricted to
paid up Professional members and Life members
of the Association. Motions are carried by
‘simple majority’ of votes.
- Electronic and postal votes shall be presented
in writing to the Board Secretary no less than
30 minutes prior to the commencement of any
meeting, and may include votes received by
post or email.
8. THE BOARD AND EXECUTIVE OFFICERS
- The Board has all of the powers of the
Association, unless the Association’s power is
limited by this Constitution, or by a majority
decision of the Association.
- All Professional and Life members of the
Association are eligible for election to the
Board and shall commence their term of office
at the conclusion of the AGM at which they are
elected.
- The Board shall consist of at least five and
not more than eight people.
- Generally Board members shall be elected at
the AGM, however, the Board may also co-opt
new Board members prior to the next AGM:
- where an existing Board member resigns
from their position during their term of
office.
- where the Board believes that co-opting a
person with particular skills or
experience would be of benefit to the
functioning of the Board.
- Associate members or non-members may also be
elected to the Board, provided they offer
skills or experience of particular benefit to
the functioning of the Board, which are not
offered by Professional or Life members. Such
elected or co-opted Associate members or
non-members will not constitute more than 25%
of the total Board membership.
- The Executive Officers of the Board shall be
the President, Treasurer, and Secretary, who
shall be appointed by majority vote by the
Board, and, the Past President, who shall
remain on the Board for a year after the
election of the new President.
- Members of the Board shall serve for a term of
two years and may seek re-election for up to a
term (total of four years), following which
they will stand down. However, if there is
good reason, in the interests of the
Association, and it is agreed by majority vote
at the AGM, members may continue to serve on
the Board beyond a second term.
- Board members contract to abide by the Board
Operating Principles & Procedures, to attend
Board meetings, and fulfil the requirements of
the role descriptors relevant to their
appointed role.
- Board members agree to address and resolve any
issues or differences which may arise in a
timely and professional manner.
- Where the issues or differences are unable to
be resolved the Board may remove a member from
office, following due process and in
accordance with established Board
procedures.
- If a Board member wishes to resign from the
Board during their term of office, they are
required to provide one month’s notice in
writing (by post or email) to the
President.
9. MEETINGS OF THE BOARD
- The Board will meet at least twice during the
year.
- The Board shall meet at such other times and
for such purposes as they determine for the
pursuit of achieving the Association’s
objectives.
- Any Board meeting not held in-person may be
conducted using communication technology
providing that all Board members can
concurrently communicate, or agree to give
their apology.
- All Board members will be given reasonable
notice of Board meetings. A quorum for any
meeting of the Board (in-person or electronic)
shall be four members and motions are carried
by ‘simple majority’ of votes.
- Board members may not vote by proxy.
- When urgent business requires the attention of
the Board or a quorum of four is lacking,
electronic or telephone consultation with its
members shall be effected by the President and
the ‘simple majority’ opinion expressed in
reply shall decide the question at issue.
10. ADJOURNMENT OF MEETINGS
The President 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
business left unfinished at the meeting from which
the adjournment took place.
11. FINANCE
- Any monies received by the Association shall
be under the control of the Board who pay the
the funds into a specified bank account. All
financial matters shall be managed in
accordance with good practice and following
Board policy.
- The financial year of the Association shall
end on 31 st March in each year.
- At each Annual General Meeting, unless the
members otherwise resolve, an independent
qualified reviewer shall be appointed to
examine the accounts of the Aotearoa New
Zealand Transactional Analysis
Association. Such reviewer shall not be a
member of the Association.
- Expenses of the Board and sub-committees
properly incurred in the discharge of the
legitimate business of the Association shall
be paid from the funds of the
Association.
- The Treasurer shall provide a reviewed
financial statement to each Annual General
Meeting.
- The Association may borrow money and provide
security for that if authorised by two-thirds
‘simple majority’ vote at any Association
meeting.
12. CONFLICT OF INTEREST
No Board member shall vote on any matter before the
Board in which the member has a financial interest
either directly or indirectly. Any breach of this
provision shall disqualify that member from
holding office for the remainder of their
term.
No Board or Association member or any company,
business, firm or other entity in which a member
has a financial interest, other than a listed
public company, shall receive any payment from the
Association’s funds by way of grant, loan or
mortgage other than for specific services rendered
to the Association.
13. MEMBERSHIP FEES
- The annual membership fee shall be payable to
the Association on the 1st of April each
year.
- The Board shall recommend an amount for the
membership fee for the next year to the Annual
General Meeting and such recommendation may be
confirmed or amended by ‘simple majority’
vote.
- Any member in arrears of the membership fee
for longer than three months from the annual
membership renewal date shall not be entitled
to vote, hold office, or receive the notices
and publications of the Association until all
such arrears are paid in full.
14. COMMITTEES
The Board shall have the power to appoint permanent
and ad hoc committees to act on its behalf.
15. OPERATING POLICIES AND PROCEDURES
The Board shall have the power from time to time to
make, alter, or rescind policies to this
Constitution and operating procedures, not
inconsistent with the Constitution, which the
Board may deem necessary or convenient for
carrying out the purposes of the Association. All
such policies and procedures shall be binding on
members of the Association. A copy of the policies
and procedures shall be available on the ANZTAA
website.
16. COMMON SEAL
The Board shall provide a common seal for the
Association and may from time to time replace it
with a new one.
The Secretary shall have custody of the common
seal, which shall only be used by the authority of
the Board. Every document to which the common seal
is affixed shall be signed by the President and
countersigned by the Secretary or a member of the
Board.
17. ENTERING INTO CONTRACTS
The Board is authorised to enter into written and
verbal contracts with individuals or
organisations, for the explicit purpose of
fulfilling the rules and objectives of the
Association.
Written contracts may be executed under common seal
if equivalent to a deed between individuals; or,
signed by a minimum of two Executive Board members
if equivalent to a written agreement between
individuals. Verbal contracts may be entered into
by any Board member (acting with the express or
implied authority of the Association) if
equivalent to an agreement between individuals not
requiring to be written. Verbal contracts will be
in accordance with established Board policy.
18. LIABILITY
The Aotearoa New Zealand Transactional Analysis
Association is only liable to the extent of its
assets; its members are not personally liable for
its debts and liabilities.
19. WINDING UP/DISSOLUTION/ASSET DISPOSAL
The Association may at any time be dissolved, with
the consent of a majority of two-thirds of those
members entitled to vote at a General Meeting duly
convened for that purpose.
If the Association is wound up:
- The Association’s debts, costs and liabilities
shall be paid;
- Surplus Money and Other Assets of the Society
may be disposed of:
- By resolution; or
- According to the provisions in the
Incorporated Societies Act 1908; but
- No distribution may be made to any
Member;
- The surplus Money and Other Assets shall be
distributed to some other charitable
association or charitable institution which
has objectives similar, wholly or in part, to
the objects of the Association.
- The recipient charitable association or
institution shall be determined by the members
of the Association at, or before, the time of
dissolution.
- If this determination, or effect thereof,
cannot be made then such payment or
distribution shall be determined by a Judge of
the Supreme Court.
20. AMENDMENTS TO THE CONSTITUTION
Association members will be given written notice of
proposed amendments to this Constitution,
twenty-one days prior to an Annual General
Meeting, a Special General Meeting, or postal
ballot deadline.
This constitution may be amended by a two-thirds
‘simple’ majority of Professional and Life members
voting on the proposed motion at the designated
meeting, or proxy ballot deadline.
GLOSSARY
Simple majority - refers to a majority vote
by more than 50% of the members present (in person
or by proxy where appropriate) and eligible to
vote. This can be compared to an ‘absolute
majority’ which refers to a majority of more than
50% of the total membership (whether present or
not).
Two-thirds simple majority - refers to a
majority vote by two-thirds of the members present
(in person or by proxy where appropriate) and
eligible to vote.