National executive’s letter to VIA members

The co-chairmen of VIA sent a letter to its financial members before the association’s special general meeting (SGM) in Auckland on March 17. It contained an explanation behind its recommendations, which resulted in two resolutions to be possibly voted on. 

The first resolution was to approve the new rules as distributed to members with SGM documents and to authorise the VIA to register the new rules. The second resolution was for the winding-up of the association – but would only be called if the first resolution on the restructuring wasn’t passed.

VIA had been operating at a significant financial loss for some time, stated the letter to members. This has led to the national executive and management exploring various possibilities and strategies to boost revenue and cut expenses while still providing the required level of service and support to its members and the industry.

“Despite every effort, we have been unable to reduce the association’s financial deficit to an acceptable level,” said VIA chairmen Graeme Macdonald (North Island branch) and Lloyd Wilson (South Island branch) in the letter.

They added the national executive had been working with VIA’s major industry financial supporters, which had committed to supporting a restructured association and increasing funding levels “as necessary” for it to continue “in an ongoing positive financial position”. 

What restructuring means – resolution one

Having separate branches for the North and South Islands would end in the proposed restructure, said Macdonald, pictured left, and Wilson, pictured right. In its place, a new structure would be created with two tiers of governance “with ultimate authority vested in a board of directors”. 

“This board will be appointed by the newly created council, and will be responsible for authority over the financial affairs, policy directives and management oversight of the association,” their letter stated. 

“The council is the core of the association’s member representation and is established to provide industry participation and consultation on matters such as – but not limited to – government interaction, submissions and policy positions and working groups.”

They added it would also provide strategic direction to the chief executive officer and VIA’s board, with the council working with the board to ensure the association’s effective governance. Tiers of membership would be created with each tier having representation on the council proportional to the level of membership subscriptions received from that tier. 

“This means members who choose to belong to a higher tier will pay a higher subscription and will either have a seat at the council as of right or have a higher chance of being elected to a position on the council,” explained Wilson and Macdonald.

“These changes do mean there is the possibility of lower representation for ordinary members to the council. However, the national executive believes this restructure is the only option for members to retain any representation on a relevant industry body working to ‘keep the doors open’.

“The national executive has therefore, called the SGM. The first item for voting is a resolution to approve the changes to the rules of the association as per the draft distributed to members. 

“A 75 per cent affirmative vote of eligible and present members is required to pass. Proxies are valid for this vote if submitted correctly. National executive recommends members vote for resolution one to accept the proposed new rules of the association. If resolution one passes, no vote will be called for resolution two. However, if resolution one does not pass, voting will be called for resolution two.”

The winding-up of VIA – resolution two

The second item for voting on the agenda was a resolution to instruct the national executive to immediately start winding up the association if VIA members didn’t vote in favour of the first resolution – that’s to say, approve its restructuring and new rules. 

“This motion is necessary since, if resolution one is not passed, VIA will no longer be able to operate as a going concern,” Macdonald and Wilson’s letter stated. “National executive recommends members vote to approve resolution two to direct the national executive to commence the winding up of the association if resolution one does not pass. 

“If voting by proxy, ensure you vote toward both resolutions. There will be no changes to the proposed motions or rules – punctuation and spelling notwithstanding – as proxy votes are being cast specifically on the draft rules circulated with the notice of SGM. 

“However, members will have an opportunity to speak at the SGM and are encouraged to contact the national executive prior to the SGM to answer any questions.”

The media was excluded from attending the meeting at Waipuna Conference Centre in Auckland on March 17.