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

1. 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.
2. 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.
3. 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.
4. 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

1. 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.
2. To encourage and foster the provision of services based on and informed by Transactional Analysis theory.
3. To encourage the advancement of research in Transactional Analysis and to develop Transactional Analysis theory and practice.
4. To support the provision of training and examinations in Transactional Analysis to international standards.
5. To support Transactional Analysis learners and practitioners and encourage ongoing professional development.
6. 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.
7. To foster community well-being, particularly by increasing community understanding of individuals, relationships and communication through the promotion of Transactional Analysis theory and practice.
8. The Association may undertake additional activities that further the ethical and lawful achievement of the above stated objectives.

6. MEMBERSHIP

1. 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.
2. Membership shall be available in the following categories:
   1. 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.
   2. Associate members, who have an interest in Transactional Analysis.
   3. Life members, who are nominated by the ANZTAA Board for outstanding contribution to Transactional Analysis in Aotearoa New Zealand.
3. Professional members and Life members will have voting rights at meetings. Associate members shall have speaking rights but not voting rights at meetings.
4. All members of the Association shall promote the purposes and objectives of the Association and shall do nothing to bring the Association into disrepute.
5. The Board and the membership agree to address and resolve any issues or differences which may arise, in a timely and professional manner.
6. 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.
7. 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.
8. The Association encourages members to attend the AGM and other special meetings, or to send apologies and submit electronic/postal votes as appropriate.
9. 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

1. 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.
2. 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.
3. The Board is responsible for receiving and examining the agenda items and notices of motion, and setting the agenda for the AGM.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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

1. 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.
2. 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.
3. The Board shall consist of at least five and not more than eight people.
4. Generally Board members shall be elected at the AGM, however, the Board may also co-opt new Board members prior to the next AGM:
   1. where an existing Board member resigns from their position during their term of office.
   2. where the Board believes that co-opting a person with particular skills or experience would be of benefit to the functioning of the Board.
5. 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.
6. 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.
7. 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.
8. 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.
9. Board members agree to address and resolve any issues or differences which may arise in a timely and professional manner.
10. 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.
11. 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

1. The Board will meet at least twice during the year.
2. The Board shall meet at such other times and for such purposes as they determine for the pursuit of achieving the Association’s objectives.
3. 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.
4. 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.
5. Board members may not vote by proxy.
6. 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

1. 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.
2. The financial year of the Association shall end on 31 st March in each year.
3. 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.
4. 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.
5. The Treasurer shall provide a reviewed financial statement to each Annual General Meeting.
6. 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

1. The annual membership fee shall be payable to the Association on the 1st of April each year.
2. 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.
3. 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:

1. The Association’s debts, costs and liabilities shall be paid;
2. Surplus Money and Other Assets of the Society may be disposed of:
   1. By resolution; or
   2. According to the provisions in the Incorporated Societies Act 1908; but
3. No distribution may be made to any Member;
4. 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.
5. The recipient charitable association or institution shall be determined by the members of the Association at, or before, the time of dissolution.
6. 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.