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s 55

Schedule 8
Te Kawai Taumata

Part 1
Procedures for appointments of members and alternate members of Te Kawai Taumata

Appointments

1 Appointment of Te Kawai Taumata members

(1) This clause applies—

(a) to the initial appointments of members and alternate members under sections 55 and 57; and

(b) to subsequent appointments that must be made when—

(i) the term of office of a member or alternate member expires under clause 5; or

(ii) a member or alternate member is removed under clause 6; or

(iii) a member or alternate member dies or resigns.

(2) In the case of the initial appointments referred to in subclause (1)(a), the mandated iwi organisation of the first iwi named in each group of iwi set out in Schedule 3 (except Group B—NGAPUHI) must—

(a) appoint a time and place to hold a meeting of the representatives of the mandated iwi organisations of every iwi in the group; and

(b) give not less than 10 working days' notice of the meeting to all mandated iwi organisations in the same group, or other period of notice previously agreed by them; and

(c) advise Te Ohu Kai Moana Trustee Limited of the name of the member and the alternate member appointed to Te Kawai Taumata by the mandated iwi organisations of that group of iwi.

(3) In the case of a subsequent appointment referred to in subclause (1)(b), the requirements of subclause (2) apply only to the group of iwi that needs to make an appointment.

(4) In the case of Group B—NGAPUHI, as set out in Schedule 3, the mandated iwi organisation must—

(a) appoint a time and place to hold a meeting of the directors, trustees, or officeholders; and

(b) give not less than 10 working days' notice of the meeting to all directors, trustees, or officeholders, or any other period of notice previously agreed by them; and

(c) advise Te Ohu Kai Moana Trustee Limited of the name of the member and alternate member appointed to Te Kawai Taumata by the directors, trustees, or officeholders of the mandated iwi organisation.

(5) The first representative Māori organisation named in Schedule 5 must—

(a) appoint a time and place to hold a meeting of 1 representative from each representative Māori organisation; and

(b) give not less than 10 working days' notice of the meeting to every other representative Māori organisation, or other period of notice previously agreed by them; and

(c) advise Te Ohu Kai Moana Trustee Limited of the name of the member and the alternate member appointed to Te Kawai Taumata by the representative Māori organisations.

(6) A notice given under subclause (2)(b) or subclause (4)(b) or subclause (5)(b) may be combined with a notice given under clause 7 or clause 8.

2 Purpose of meetings

The only purpose and business of the meetings referred to in clause 1(2)(a), (4)(a), and (5)(a) is to appoint a member of Te Kawai Taumata, an alternate member, or both, unless clause 6 applies.

3 Voting to appoint or remove members or alternate members

(1) At meetings held for the purposes of clause 1 or clause 6,—

(a) each mandated iwi organisation has 1 vote:

(b) each representative Māori organisation has 1 vote:

(c) in the case of Ngapuhi, each director, trustee, or officeholder of the mandated iwi organisation of Ngapuhi has 1 vote.

(2) The votes cast on behalf of the iwi of Hauraki and the iwi of Te Arawa must, in each case, represent the majority view of the respective group.

(3) If Ngati Hine or Rongomaiwahine withdraws from the mandated iwi organisation of Ngapuhi or Ngati Kahungunu, as the case may be, as provided for by section 20, the votes cast on behalf of Ngapuhi or Ngati Kahungunu must, in each case, take into account the view of the withdrawing iwi.

(4) If a group of iwi listed in column 1 of Schedule 3 or the representative Māori organisations have not appointed their member and alternate member of Te Kawai Taumata by the date when the members and alternate members of Te Kawai Taumata must appoint directors under section 46(1), the appointed members or alternate members of Te Kawai Taumata must carry out their function of appointing directors without a member or alternate member appointed by the relevant group of iwi or the representative Māori organisation, as the case may be.

(5) A decision to appoint or remove a member or alternate member of Te Kawai Taumata must be based on the votes cast at the meeting, so long as not less than 75% of those entitled to vote are present.

4 Vacancies or irregularities in appointment

(1) Despite a vacancy in the membership of Te Kawai Taumata, its appointed members or alternate members may perform their functions, provided there is a quorum.

(2) The decisions of the members or alternate members of Te Kawai Taumata are not affected if a member's appointment, or that of an alternate member, is defective.

Term of office

5 Term of office of members and alternate members

(1) A member of Te Kawai Taumata and an alternate member—

(a) is appointed for a term of office not exceeding 4 years; and

(b) is eligible for reappointment; but

(c) may not hold office for more than 2 consecutive terms.

(2) Subject to clause 6, a member and alternate member continues in office until—

(a) he or she is reappointed; or

(b) his or her successor is appointed.

(3) However, the term of office of an alternate member expires when the term of office of the relevant member expires.

Removal of members

6 Removal of Te Kawai Taumata members

(1) A member or alternate member of Te Kawai Taumata may be removed from office without compensation at any time by a majority, as the case may be, of the mandated iwi organisations, the representative Māori organisations, or the directors, trustees, or officeholders of the mandated iwi organisation of Ngapuhi entitled to appoint that member.

(2) The procedures of clauses 7 to 9 apply to the removal of a member or alternate member from office.

7 Procedure for removal of Te Kawai Taumata members by mandated iwi organisation

(1) A mandated iwi organisation entitled to participate in a meeting convened under clause 1(2) and (4) to appoint a member or alternate member of Te Kawai Taumata may convene a meeting to decide whether that member or alternate member should be removed from office.

(2) A mandated iwi organisation that convenes a meeting under subclause (1) must—

(a) appoint a time and place for the meeting; and

(b) give not less than 10 working days' notice of the meeting to all mandated iwi organisations in the same group of iwi, or another period of notice previously agreed by the parties; and

(c) give the member or alternate member concerned not less than 10 working days' notice of the meeting, its purpose, and a reasonable opportunity to be heard; and

(d) advise Te Ohu Kai Moana Trustee Limited of the outcome of the meeting held under subclause (1).

(3) In the case of the mandated iwi organisation of Ngapuhi, the procedure set out in subclause (2) must be observed in relation to its directors, trustees, or officeholders.

8 Procedure for removal of Te Kawai Taumata member by representative Māori organisation

(1) A representative Māori organisation entitled to participate in a meeting convened under clause 1(5) to appoint a member or alternate member of Te Kawai Taumata may convene a meeting to decide whether that member or alternate member should be removed from office.

(2) A representative Māori organisation that convenes a meeting under subclause (1) must—

(a) appoint a time and place for the meeting; and

(b) give not less than 10 working days' notice of the meeting to every other representative Māori organisation, or another period of notice previously agreed by the parties; and

(c) give the member or alternate member concerned not less than 10 working days' notice of the meeting, its purpose, and a reasonable opportunity to be heard; and

(d) advise Te Ohu Kai Moana Trustee Limited of the outcome of the meeting referred to in subclause (1).

9 Meetings to remove members

(1) The only purposes of the meetings referred to in clauses 7 and 8 are—

(a) to remove a member or alternate member of Te Kawai Taumata; and

(b) to appoint a new member or alternate member.

(2) Resolutions to remove and appoint members or alternate members must be voted on separately.

Part 2
Procedure of Te Kawai Taumata

10 Procedure

Except as otherwise provided in this Act, the members or alternate members of Te Kawai Taumata may regulate the procedures of Te Kawai Taumata.

Chairperson and deputy chairperson of Te Kawai Taumata

11 Chairperson and deputy chairperson

(1) The members of Te Kawai Taumata must elect 1 member as the chairperson of Te Kawai Taumata, and another member as the deputy chairperson.

(2) The chairperson of Te Kawai Taumata (and the deputy chairperson when acting as chairperson) must act only—

(a) with the authority of the members or their alternate members; and

(b) in accordance with their directions.

(3) Te Kawai Taumata must elect an existing member to hold the office of chairperson or deputy chairperson if the chairperson or deputy chairperson—

(a) resigns from office; or

(b) vacates office as a member of Te Kawai Taumata; or

(c) is removed from office under clause 6.

Meetings of Te Kawai Taumata

12 Meetings

(1) The chairperson—

(a) may, as he or she considers necessary, call meetings of Te Kawai Taumata to—

(i) consider whether any action is necessary under section 46 or section 49(2); or

(ii) appoint or remove directors of Te Ohu Kai Moana Trustee Limited under section 46 or section 49(2), as the case may be; and

(b) must, if requested by at least 2 members, call a meeting of Te Kawai Taumata, provided the meeting relates to a matter referred to in subclause (1)(a).

(2) The chairperson of Te Kawai Taumata must determine the date, time, and place of each meeting of Te Kawai Taumata and must give not less than 10 working days' written notice to the members and alternate members of—

(a) the date, time, and place of the meeting; and

(b) the agenda for the meeting.

(3) Notice need not be given under subclause (2)—

(a) to a member who for the time being is absent from New Zealand; or

(b) in respect of an adjourned meeting.

(4) If all members who are entitled to receive notice give their consent, the requirement to notify a meeting may be waived.

(5) A member who is unable to participate in a meeting must notify that fact to—

(a) the chairperson; and

(b) the appropriate alternate member.

(6) An alternate member may only participate in a meeting if the member is unable to do so.

13 Meeting to remove director

If the chairperson of Te Kawai Taumata (or the deputy chairperson when acting as the chairperson) calls a meeting under clause 12(1) for the purpose of removing a director of Te Ohu Kai Moana Trustee Limited,—

(a) the director concerned must be given not less than 10 working days' notice of the meeting and its purpose, and must be given a reasonable opportunity to be heard; and

(b) clause 17(4) does not apply.

14 Teleconference meetings

(1) A meeting may be conducted by teleconference or by any means of communication that allows each member or his or her alternate member to participate effectively in the proceedings.

(2) All the provisions in this schedule relating to the meetings of Te Kawai Taumata apply to a meeting held in accordance with this clause.

15 Conduct of meetings

(1) The chairperson of Te Kawai Taumata must preside at all meetings of Te Kawai Taumata.

(2) If the chairperson is not present—

(a) the deputy chairperson, if present, must preside; or

(b) if the deputy chairperson is not present, the members present must elect 1 of their number to preside.

(3) A record must be kept in the minute book of all decisions taken at every meeting, signed by the person presiding at the meeting.

(4) The signed minutes of the proceedings of a meeting are evidence—

(a) of the proceedings; and

(b) unless the contrary is proved, that the meeting was properly convened and the proceedings were properly conducted.

16 Quorum

(1) A quorum for a meeting of Te Kawai Taumata is not fewer than 6 members or alternate members present at the meeting and entitled to vote.

(2) No business may be transacted at a meeting of Te Kawai Taumata unless a quorum is present.

17 Voting to appoint or remove directors of Te Ohu Kai Moana Trustee Limited

(1) Except as provided in subclause (3),—

(a) each member present has 1 vote; and

(b) each alternate member present on behalf of a member has 1 vote.

(2) All decisions relating to the appointment or removal of a director of Te Ohu Kai Moana Trustee Limited must be decided by a majority of the votes cast by the members or alternate members present and entitled to vote.

(3) Despite clause 11(2), in the case of an equality of votes, the chairperson or member presiding has a casting vote.

(4) A written resolution signed by all members is effective for all purposes as a resolution passed at a meeting of Te Kawai Taumata and may comprise more than 1 copy of the resolution, each signed by 1 or more of the members of Te Kawai Taumata.

Remuneration

18 Remuneration for members of Te Kawai Taumata

The members and alternate members of Te Kawai Taumata are entitled to receive from Te Ohu Kai Moana Trustee Limited—

(a) remuneration for their attendance at meetings; and

(b) reimbursing allowances or actual and reasonable expenses incurred in undertaking the function of Te Kawai Taumata.

19 Administration

The chairperson of Te Ohu Kai Moana Trustee Limited, after consultation with the chairperson of Te Kawai Taumata, must include in the annual plan of Te Ohu Kai Moana Trustee Limited a budget for the expenses of Te Kawai Taumata, including a budget for the provision of administrative services.