1. Name
The name of the society is the Advertising Standards Authority Incorporated (“Authority”).
3. Interpretation
“Act” means the Incorporated Societies Act 2022.
“Authority” means the Advertising Standards Authority Incorporated.
“Board” means the Governance Board of the Authority appointed under Clauses 13-16.
“Chair” means the Chair of the Authority.
“Representative Member” is defined in Clause 6.
“Individual Member” is defined in Clause 6.
“Media Company” means a media company that habitually supports the distribution of advertisements from others by way of trade.
“Month” means a calendar month.
“Officers” means the Chair, the other members of the Governance Board, and officers of the Authority and includes an acting officer or Chair.
“In writing,” “printed” and “written” includes handwriting, printing, copying, and electronic modes of representing or reproducing words in a visible form.
Words, importing persons, includes corporations, bodies, and organisations.
Words importing the singular number only include the plural number and vice versa.
4. Purpose of the Authority
4.1. The purpose of the Authority is:
To maintain proper and generally acceptable standards in advertising through effective self-regulation via:
- Advertising Codes of Practice.
- Industry engagement and funding.
- Complaints adjudication by the ASA Complaints Board and the ASA Appeal Board and to engage in other related activities from time to time to further this purpose.
5. Powers of the Authority
5.1. To raise money by membership fees, levies or otherwise.
5.2. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or other privileges.
5.3. To borrow or raise or secure the payment of money in such manner as the Authority may think fit and to mortgage, pledge, and/or charge in any manner all or any of its property, rights, interests, and assets.
5.4. To amend the Constitution, or the Advertising Codes of Practice.
5.5. To oversee the operations of the ASA Complaints and Appeal Boards (as set out in Appendices 1 and 2).
5.6. To enter any contracts, agreements or arrangement with any person, syndicate, or company which the Authority considers supports its purpose.
5.7. To invest, lend or deal with the moneys of the Authority not immediately required for carrying out its purpose.
6. Membership of the Authority
6.1. There are two categories of members:
- A representative member is a member on the basis the organisation is a representative body for any group of advertisers, communications agencies, or media companies and has paid all current subscriptions and/or levies (“Representative Member”).
- An individual member is a member on the basis that they are a media company that habitually supports the distribution of advertisements from others by way of trade and that has paid all current subscriptions and/or levies (“Individual Member”).
6.2. Individual Members do not have voting or representation rights.
6.3. The Authority will determine the membership category and industry sector of each applicant for membership.
6.4. The Authority is entitled to decline any application for membership if, in the Authority’s reasonable opinion, the applicant is unwilling or unlikely to support the purpose of the Authority as set out in Clause 4 of the Constitution.
7. Member applications
7.1. A person (including body corporates) must apply to be a member in writing and pay an annual membership subscription or media levy as relevant.
7.2. The Authority’s acceptance of an application and payment of the annual membership subscription or media levy will confirm membership.
8. Register of Members
8.1. The Authority will keep a Register of its Members.
8.2. The Register will include:
- the name of each member.
- the contact details of each member.
- the date each member joined.
- the name of member who has ceased to be a member of the society within the previous seven years; and
- the date a membership ceased.
8.3. Contact details of Members will be updated annually or as changes are notified.
9. Cessation of Membership
9.1. Any Member may resign by giving six months’ written notice to the Chief Executive of the Authority. Any Member so resigning will not be entitled to any refund of any monies paid.
9.2. The Authority is entitled to terminate a membership by giving three months’ written notice to the Member including where:
- In the opinion of the Authority, the Member concerned is unable or unwilling to support the purpose of the Authority as set out in Clause 4.
- The Member concerned is six months in arrears of any subscription or levy or other moneys due to the Authority.
- The Member concerned becomes bankrupt, enters voluntary or involuntary liquidation, or otherwise ceases to exist, in which case termination will take immediate effect.
10. Membership Fees and levies
10.1. The annual member subscription fees to be paid by Representative Members will be as notified by the Authority to each Member annually. These fees are payable quarterly, or such other way agreed or determined by the Authority.
10.2. Advertisers will pay an amount to be determined by the Authority as a levy charged against media placement costs. Any such levy and the method of collection will be determined by the Authority following meaningful consultation with Members.
10.3. Individual Members will pay an annual media levy charged against revenue earned from advertising services. Any such levy will be determined by the Authority following meaningful consultation with Members.
10.4. The Authority may from time to time set a special levy to ensure it can continue to fulfil its obligations and meet its purpose. Any such levy will be determined by the Authority following meaningful consultation with Members.
10.5. If the Authority requires payment of a special levy, Members will be advised by notice in writing of the amount of the levy payable by each Member and will be given at least thirty days within which to make payment.
11. Management of the Authority – Officers
11.1. The following are the Officers of the Authority:
- The Chair of the Authority.
- The members of the Governance Board
- The Chief Executive.
12. Duties of Officers of the Authority
12.1. Officers of the Authority must:
- Act in good faith and in the best interests of the Authority.
- Exercise powers for the purposes for which they are conferred.
- Comply with the Act and this Constitution.
- Exercise reasonable care, skill, and diligence.
- Not cause, allow, or agree to the business of the Authority being carried on in a manner likely to create a substantial risk of serious loss to creditors.
- Not cause, allow, or agree to the Authority incurring any obligation the officer does not reasonably believe the Authority can perform.
13. Management of the Authority – Governance Board
13.1. The Authority will have a Governance Board comprising of five persons made up of the following:
- The Chair of the Authority.
- One person nominated by the advertiser Representative Member/s.
- One person nominated by the communication agency Representative Member/s.
- One person nominated by the media Representative Member/s.
- The Treasurer.
13.2. The Secretary to the Governance Board will be the Authority’s Chief Executive.
14. Chair of the Authority – Appointment process
14.1. A five-member Chair appointment panel will be established to appoint the Chair of the Authority. This panel will be made up of the following:
- The three Representative Members of the Governance Board.
- The Chair of either the ASA Complaints Board or the ASA Appeal Board.
- An independent person with governance experience appointed by the Member Representatives on the Governance Board.
14.2. The Chair will be appointed for a period of three years with further terms provided for if agreed to by the Chair and the Representative Members of the Governance Board and notified to a General Meeting.
14.3. Before making the appointment, the appointment panel may confer with any other person the appointment panel considers appropriate.
14.4. The Chair will be paid an appropriate honorarium, determined by the Board.
15. Governance Board Representative Members – Appointment process
15.1. Each of the Representative Members of the Authority will appoint a person to the Governance Board as follows; One Governance board member representing advertisers nominated by the advertiser Representative Member/s; one member representing communications agencies nominated by the communication agency Representative Member/s; and one member representing media nominated by media Representative Member/s.
15.2. The appointment of the Governance Board members nominated by the Representative Members will be made at a General Meeting.
15.3. Members of the Governance Board will be appointed for a period of three years with further terms provided for through notification at a General Meeting.
15.4. If a casual vacancy occurs in Governance Board membership, a recommendation will be sought from the relevant industry sector and that replacement representative will be appointed to the Governance Board. Any Board member appointed in this manner will hold office only until the next General Meeting at which the appointment process for Governance Board members takes place.
15.5. If an election is required, Members may only vote in an election for the appointment of their respective Representative Member’s nominee. Confirmation of the appointment will be by simple majority.
16. Governance Board Treasurer – Appointment process
16.1. The Treasurer position is a rotating role, and the appointee will be nominated by advertiser, communication agency and media Representative Members in turn.
16.2. To be eligible for the Treasurer position, the appointee must hold a financial role equivalent to a Chief Financial Officer within the sector they represent.
16.3. The appointee to the Treasurer role is subject to the unanimous approval of the three Representative Members’ Governance Board members.
16.4. The Treasurer will be appointed for a period of three years with further terms provided for through notification at a General Meeting.
16.5. If a casual vacancy occurs in the Treasurer role, a recommendation will be sought from Member Representatives on the Board and a replacement Treasurer will be appointed to the Board. A Treasurer appointed in this manner will hold office only until the next General Meeting at which the appointment process for the Treasurer role takes place.
17. Governance Board Meetings
17.1. The Board will hold a minimum of five meetings in each year.
17.2. At least five business days’ written notice of a meeting of the Board must be given to all the Board members. The notice must be accompanied by an agenda of the matters to be raised at the meeting.
17.3. The quorum necessary for meetings of the Board is three, except where a unanimous resolution is required in which case a quorum is five. No business may be transacted by the Board unless a quorum is present.
17.4. A resolution in writing, signed or assented to by all directors then entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held.
17.5. Minutes will be kept of all Board meetings.
18. Grounds for Removal of Officers
18.1. A person ceases to be an Officer of the Authority if the person:
- resigns in accordance with Clause 18.2; or
- is removed from office in accordance with the Authority’s Constitution or
- is no longer employed by an ASA Member; or
- becomes disqualified from being an officer under section 47(3) of the Incorporated Societies Act; or
- dies; or
- otherwise vacates office in accordance with this Constitution.
18.2. An Officer of the Authority may resign office by signing a written notice of resignation and giving it to the Chief Executive.
18.3. The notice of resignation is effective when it is received by the Chief Executive or on the date specified in the notice.
19. Governance Board Powers
19.1. The powers of the Authority set out in Clause 5 are vested in the Governance Board subject to Clauses 19.2 and 19.3.
19.2. The following actions require a unanimous resolution of the Governance Board.
- Appointment or removal of the Chief Executive Officer, the Authority’s Accountants or Auditors.
- Any material changes to the terms of employment of the Chief Executive Officer.
- Execution of a contract or agreement that would involve a total outlay over the term of the contract in excess of $150,000.
- Amendment, addition of or rescission of any Advertising Codes of Practice.
- Entry into a contract, commitment or other business relationship with a Member, Officer or with a related person of a Member or Officer.
- Make or vary a loan.
19.3. The following actions require a unanimous resolution of the Governance Board and ratification by the Authority’s members at a General Meeting in accordance with Clause 20.9.
- Changes to the formula used to calculate membership fees as per Clause 10.1.
- Changes to the advertiser and media levies as per Clauses 10.2 and 10.3.
- Changes to the Authority’s Constitution.
- Winding up or dissolution of the Authority.
20. General meetings of the Authority
20.1. General Meetings will be called by the Chief Executive who will give members at least ten working days’ notice in writing of each meeting (unless it is a General Meeting called pursuant to Clause 20.3).
20.2. The Authority will hold an Annual General Meeting each year no later than six months after balance date. The business of the Annual General Meeting will be to receive and consider:
- The report from the Chair on the governance of the Authority for the past year.
- The report from the Chief Executive on the operations of the Authority for the past year.
- The disclosure of interests by Board members during the period.
- The annual financial statements.
- The notification of appointment of Officers in accordance with Clauses 14-16.
- The appointment of an auditor.
20.3. Special General Meetings may be called by:
- the Chair of the Authority; or
- a Governance Board member; or
- Sixty percent of the Representative Members of the Authority may direct the calling of a Special General Meeting by a request in writing to the Chief Executive. In such circumstances the Chief Executive will give Members at least seven (7) days’ notice in writing.
20.4. The quorum for a General Meeting is not less than 60% of the Representative Members. No business be transacted as a General Meeting of the Authority unless a quorum is present.
20.5. The Chair of the Authority will chair the General Meetings. In the absence of the Chair, and provided there is a quorum, the Members present elect another Governance Board member as meeting Chair.
20.6. Matters set out in Clause 19.3 must be voted on at a General Meeting.
20.7. Representative members have one vote each. The Chair does not have a vote.
20.8. To be carried, all resolutions require a majority of the votes cast.
20.9. Voting will be held at such times as the Chair may determine. Voting will be on a show of hands and the result of the voting will be included in the meeting minutes.
20.10. Any Representative Member may appoint another Representative Member as a proxy to exercise that member’s rights including the right to vote at a General Meeting; the instrument appointing a proxy be in writing by the appointer and received by the Secretary before the meeting at which it is to be used.
20.11. General meetings may be held in person or via a video platform at the direction of the Chair.
20.12. A resolution in writing signed by a majority of Members be as effective as if it had been passed at a duly convened General Meeting.
20.13. Minutes will be kept of all General Meetings.
21. Property and Use of the Authority’s Funds
21.1. The property and funds of the Authority will be applied solely towards the promotion of the purpose of the Authority and in such manner and such amounts as the Authority decides.
21.2. All money received by or on behalf of the Authority will be paid into a bank account with the Authority’s nominated bank. All payments made on behalf of the Authority will be authorised by such persons as the Board from time to time determines, to be no fewer than two such persons.
22. Financial Records and Statements
22.1. The Authority will keep full and complete accounts of the affairs, assets, and transactions of the Authority.
22.2. The Authority’s financial year begins on 1 January and ends on 31 December.
22.3. At the close of each financial year and at such other times as the Authority may elect, an income and expenditure account and a statement of assets and liabilities of the Authority will be prepared and then reviewed by an auditor of the Authority if one is appointed.
22.4. The Authority will deliver annually to the Registrar of Incorporated Societies, in such form and at such times as the Registrar requires a statement containing the following transactions:
- The income and expenditure of the Authority during the Authority’s last financial year; and
- The assets and liabilities of the Authority at the close of the said year; and
- All mortgages, charges and securities of any description affecting any of the property of the Authority at the close of the said year.
23. Auditor
23.1. If the Authority appoints an auditor to conduct an audit or financial review, then the remuneration of the auditor will be agreed by the Authority and the appointment governed by this Clause.
23.2. If any casual vacancy occurs in the office of any auditor appointed by the Authority, the Authority will appoint an alternative auditor to carry on the duties of the auditor until the next Annual General Meeting.
23.3. An auditor will at all reasonable times have access to the financial records and related documents of the Authority and may in investigating such accounts examine the Authority or any other officers of the Authority who will at all times render assistance to such auditor.
24. Amendments to the Authority’s Constitution
24.1. All amendments must be made in accordance with this Constitution and no amendment will be inconsistent with the purpose of the Authority.
24.2. Members will be given twenty working days’ notice of any proposal to amend the Constitution during which Members can respond to the proposal.
24.3. Any resolution to amend the Constitution must be passed by a majority of members with voting rights.
24.4. Amendments to the Constitution will be approved at a General Meeting or via a written resolution in lieu of a meeting.
24.5. Minor or technical amendments may be made to the Constitution if they have a minor effect or correct errors or similar technical alterations by sending a written notice to every member of the Authority. If no objection is received from members within twenty working days, the Board may make the amendment.
24.6. A copy of the amendment to the Constitution and a copy of the Constitution as amended must be given to the Registrar within twenty-five working days or the changes being made accompanied by a certificate stating the information required under section 33 of the Act.
25. Disputes
25.1. A disagreement or conflict is a dispute if:
- It is between one or more members and the Authority, or one or more members and the Officers of the Authority and
- It relates to misconduct, a breach or potential breach of the Authority’s Constitution or damage to a member’s rights or interests.
25.2. Either party to a dispute may give notice of the dispute to the Authority and request its resolution in accordance with the following provisions.
25.3. The party referring the dispute to the Authority must give the Board a notice in writing that:
- states that the Member or Officer is starting a procedure for resolving a dispute in accordance with the Authority’s Constitution; and
- sets out the nature of the dispute; and
- sets out any other information reasonably required by the Authority.
25.4. The information given under subclause 25.3(b) must be adequate to provide the other party to the dispute or against whom an allegation is made sufficient details of the claim or allegation concerning them, to enable them to prepare a response.
25.5. The information given will be held in confidence by the disputing parties and the decision-maker. Notwithstanding this, the decision-maker(s) may make recommendations for the Board to consider reducing the likelihood of recurrence of such disputes.
25.6. Rights of parties to the dispute include:
- A Member or an Officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
- Parties to the dispute and the Board, have a right to be informed in writing of the final decision.
25.7. In investigating and determining a dispute the Authority will take the following actions:
- As soon as is reasonably practicable after receiving, or becoming aware of, a complaint made in accordance with Clause 26.1 above, the Authority must ensure that the dispute is investigated and determined.
- The Authority may refer a complaint to:
- a subcommittee or an appropriately qualified external person to investigate and report; or
- a subcommittee, an arbitral tribunal, or an external person to investigate and make a decision.
- The Authority may, with the consent of all parties to a complaint, refer the complaint to any type of consensual dispute resolution (for example, mediation, facilitation, or a tikanga-based practice).
- A person may not act as a decision maker in relation to a complaint if two or more members of the Board or a complaints subcommittee consider that there are reasonable grounds to believe that the person may not be:
- impartial; or
- able to consider the matter without a predetermined view.
26. Winding Up
26.1. If and when a resolution of members is passed at a General Meeting requiring the Authority to be wound up, the Authority will be wound up in accordance with section 24 of the Act, but every such resolution will be confirmed at a subsequent General Meeting called for the purpose and held not later than thirty (30) days after the date on which the resolution was passed.
26.2. In the case of the winding up of the Authority the property and surplus assets, after payment of all costs and its debts and liabilities, be assigned, or transferred to a not -for-profit body or organisation or institution with like or similar objects to the Authority. Such distribution must be approved at the meeting called for the purpose of winding up the Authority.
27. Indemnity
27.1. To the extent permitted by law, Members of the Board (including the Chair, Treasurer, and Secretary) will be indemnified by the Authority from all liability, losses and expenses incurred by them in or about the discharge of their respective duties including costs incurred in defending any claims except where such losses or expenses arise from their own wilful default.
27.2. The Authority will affect and maintain in place appropriate Directors and Officers insurance cover.
28. Notices
28.1. All notices required to be given or sent to Members will be deemed to have been given or sent if posted in the ordinary course of post to a Member at the last address of such Member as entered in the records of the Authority or if sent electronically to the electronic address recorded in the records of the Authority.
Appendix 1
ASA COMPLAINTS BOARD
1. The ASA Complaints Board (“Complaints Board”) Purpose
1.1. To determine complaints received about advertising that fall within the ASA’s jurisdiction and meet the threshold to be considered by the Board.
1.2. To advise the Advertising Standards Authority on interpretation of the Codes and possible improvements to the Codes or on any other relevant matters of concern.
2. Complaints Board Powers
The Complaints Board is empowered to act in a way consistent with its purpose, including:
2.1. To receive complaints about possible breaches of the Codes.
2.2. To assess, accept or reject complaints and determine the appropriate dispute resolution process for complaints accepted for adjudication.
2.3. To adjudicate on complaints about advertisements.
2.4. To appoint panels to adjudicate on competitor complaints accepted for adjudication.
2.5. To act in accordance with the Complaints Board Procedures set out in Clause 9.
2.6. To delegate the powers set out in 2.2 and 2.4 to the Chair of the Complaints Board.
3. Complaints Board Membership
3.1. The Board will comprise up to five independent public members, including the Chair of the Complaints Board, and up to four members from the advertising industry.
4. Complaints Board Chair and Public Members
The Governance Board will appoint public members, in the following way:
4.1. A four person Appointments Panel recommends candidates for the roles of the Chair and public members of the Complaints Board, to the Governance Board.
4.2. The Appointments Panel is appointed by the Governance Board and consists of the Chair of the Authority, a Representative Member of the Governance Board, the Chair of the Complaints Board (or the Appeal Board) and an independent person appointed by the Governance Board.
4.3. The Appointments Panel will make unanimous recommendations to the Governance Board about the appointment or reappointment of the Chair and public members of the Complaints Board.
4.4. The Governance Board will appoint the Chair of the Complaints Board and public members of the Complaints Board following the recommendations of the Appointments Panel.
5. Complaints Board Industry Members
The Governance Board will appoint industry members to the Complaints Board, in the following way:
5.1. Representative Members nominate candidates to the ASA Chief Executive.
5.2. A three-person Appointments Panel consisting of the Chair of the Complaints Board, the Chief Executive of the ASA and a current industry member of the Governance Board will review the nominations and make enquiries about candidate qualifications.
5.3. The Appointments Panel will make unanimous recommendations to the Governance Board about the appointment or reappointment of industry members.
5.4. The Governance Board will appoint industry members following the recommendations of the Appointments Panel.
6. Term of Complaints Board Members
6.1. Complaints Board members, including the Chair of the Complaints Board, serve a term of five years or any shorter period as stated in the letter of appointment.
6.2. Members, including the Chair of the Complaints Board, may be reappointed.
6.3. A member continues in office despite the expiry of the term of office until the member is reappointed or replaced.
6.4. The Governance Board, in consultation with the Chair of the Complaints Board, has the power to fill casual vacancies.
7. Leaving the Complaints Board
A member will cease to be a member of the Complaints Board if:
7.1. They resign by notice in writing to the ASA Chief Executive.
7.2. Their term has expired and is not renewed or extended.
7.3. Their membership is terminated by a resolution of the Governance Board.
8. Chair of the Complaints Board
8.1. The Chair of the Complaints Board must be a member representing the public.
8.2. The Governance Board may appoint a public member as Deputy Chair of the Complaints Board. The Deputy Chair will perform all the functions of the Chair when the office of the Chair is vacant or when the Chair is for any reason prevented from performing their duties.
8.3. The Chair of the Complaints Board will meet with the Chair of the Governance Board annually.
9. Complaints Board Procedures
9.1. The Complaints Board or any Panel appointed by the Complaints Board must handle complaints in accordance with procedures approved by the Governance Board.
9.2. The Chair of the Complaints Board will lead Complaints Board or relevant Panel meetings.
9.3. The Complaints Board or a Panel may meet for the discharge of business, adjourn, and otherwise regulate its meetings as it thinks fit.
9.4. Complaints Board members must declare a conflict of interest when personal, business, or other interests conflict or may conflict with a complaint before the Board. This is recorded in the minutes, and where the Chair of the Complaints Board considers there is a potential conflict the member/s will leave the meeting while the complaint is heard.
9.5. Complaints or Appeal Board members with a conflict of interest will not be eligible for appointment to a Panel to hear a competitor complaint.
9.6. Questions arising at any meeting of the Complaints Board, or a Panel must be decided by a majority of votes.
9.7. Complaints Board members or Panel members each have one vote.
9.8. If the votes are tied, the Chair of the Complaints Board has the casting vote.
9.9. Complaints Board meetings will be convened as follows:
- Where Complaints Board members have been given notice of meeting.
- Where the Chair of the Complaints Board has called other meetings with members, provided there is a quorum. All business dealt with under the provisions of this Clause must be reported to Complaints Board members at the next Complaints Board meeting.
9.10. The quorum for any Complaints Board meeting is five members, at least three of whom must be public members appointed pursuant to Clause 4.
9.11. The quorum for a Panel hearing is three members, at least two of whom must be public members.
10. Notices
10.1. Complaints Board members will receive written notice of the meetings they are required to attend.
10.2. An agenda and meeting papers will be provided to members in the week prior to the Board meeting.
11. Complaints Board Meeting Observers
11.1. The Chair of the Authority or their nominee and one other nominee can attend Complaints Board or Panel meetings as observers.
11.2. By invitation of the Chair of the Complaints Board, other people may attend a Complaints Board meeting or Panel Meeting as observers.
11.3. Observers must not participate in any discussions about the complaints and do not have a vote.
Appendix 2
ASA APPEAL BOARD
1. The ASA Appeal Board (“Appeal Board”) Purpose
1.1. To determine appeals arising from Complaints Board decisions.
1.2. To advise the Advertising Standards Authority on interpretation of the Codes and possible improvements to the Codes or on any other relevant matters of concern.
2. Appeal Board Powers
2.1. To receive appeal applications about Complaints Board decisions and determine if grounds for an appeal have been met. The grounds for appeal are:
- The proper procedures have not been followed.
- There is new evidence of sufficient substance to affect the decision.
- Evidence provided has been misinterpreted to the extent that it has affected the decision.
- The decision is against the weight of evidence.
- It is in the interests of natural justice that the matter be reheard.
2.2. To adjudicate appeals about Complaints Board decisions where the grounds of appeal have been met.
2.3. To receive appeal applications about rulings from the Chair of the Complaints Board and to determine if ground for appeal have been met.
2.4. To act in accordance with the Appeal Board Procedures set out in Clause 9.
2.5. To delegate the powers set out in 2.1 and 2.3 to the Chair of the Appeal Board.
3. Appeal Board Membership
3.1. The Appeal Board will be up to three members comprising two independent public members, including the Chair, and one member representing the advertising industry.
4. Appeal Board Public Members
The Governance Board will appoint the public members, in the following way:
4.1. A four person Appointments Panel appointed in accordance with 4.2, recommends candidates for the roles of the Chair of the Appeal Board and public members of the Appeal Board, to the Governance Board.
4.2. The Appointments Panel will comprise the Chair of the Authority, a member of the Governance Board, the Chair of the Appeal Board (or the Chair of the Complaints Board) and an independent person appointed by the Authority.
4.3. The Appointments Panel will make unanimous recommendations to the Governance Board about the appointment or reappointment of the Chair and the public member.
4.4. The Governance Board will appoint the Chair and any public member following the recommendations of the Appointments Panel.
5. Appeal Board Industry Members
The Governance Board will appoint industry members, in the following way:
5.1. Representative Members nominate candidates to the ASA Chief Executive.
5.2. A three-person Appointments Panel comprising the Chair of the Appeal Board, the ASA Chief Executive and a current industry member of the Governance Board will review the nominations and make enquiries about candidate qualifications.
5.3. The Appointments Panel will make unanimous recommendations to the Governance Board about the appointment or reappointment of industry members.
5.4. The Governance Board will appoint industry members following the recommendations of the Appointments Panel.
6. Term of Appeal Board members
6.1. Appeal Board members, including the Chair, serve a term of five years or any shorter period stated in the letter of appointment.
6.2. Members, including the Chair, may be reappointed.
6.3. A member continues in office despite the expiry of the term of office until the member is reappointed or replaced.
6.4. The Governance Board in consultation with the Chair of the Appeal Board has the power to fill casual vacancies.
7. Leaving the Appeal Board
A member will cease to be a member of the Appeal Board if:
7.1. They resign by notice in writing to the Chief Executive.
7.2. Their term has expired and is not renewed or extended.
7.3. Their membership is terminated by a resolution of the Governance Board.
8. Chair of the Appeal Board
8.1. The Chair of the Appeal Board must be a member representing the public.
8.2. The Governance Board may appoint another public member as Acting Chair of the Appeal Board. The Acting Chair will perform all the functions of the Chair when the office of the Chair is vacant or when the Chair is for any reason prevented from performing their duties.
8.3. The Chair of the Appeal Board will meet with the Chair of the Governance Board annually.
8.4. The Chair of the Appeal Board may nominate a member of the Complaints Board to temporarily sit on the Appeal Board where:
- there are insufficient Appeal Board members for a hearing including due to absence, illness, or a conflict.
- particular expertise is considered beneficial for a hearing; or
- it is otherwise considered appropriate in consultation with the Chair of the ASA.
9. Appeal Board Procedures
9.1. The Appeal Board must handle complaints in accordance with the procedures approved by the Governance Board.
9.2. The Chair of the Appeal Board will lead all Appeal Board meetings.
9.3. The Appeal Board may meet for the discharge of business, adjourn, and otherwise regulate its meetings as it thinks fit.
9.4. Appeal Board members must declare a conflict of interest when personal, business, or other interests’ conflict with a complaint before the Board. This is recorded in the minutes and Board member/s leave the meeting until the matter has been dealt with.
9.5. Questions arising at any meeting of the Appeal Board must be decided by a majority of votes.
9.6. Appeal Board members have one vote.
9.7. If the votes are tied, the Chair has the casting vote.
9.8. Appeal Board meetings must be convened as follows:
- Where all members have been given notice of meeting and are entitled to attend.
- Where the Chair of the Appeal Board has called other meetings with members, provided there is a quorum. All business dealt with under the provisions of this clause must be reported to Appeal Board members at the next Appeals Board meeting.
9.9. The quorum for any Appeal Board meeting will be two members, at least one of whom will be an independent public member appointed pursuant to Clause 4.
10. Notices
10.1. Appeal Board members will receive written notice of the meetings they are required to attend.
10.2. Agenda and meeting papers will be provided to members in the week prior to the Board meeting.
11. Appeal Board Meeting Observers
11.1. The Chair of the Authority or their nominee and one other nominee can attend Appeal Board meetings as observers.
11.2. Other people may be invited to attend Appeal Board meetings as observers by invitation of the Chairperson of the Appeal Board and the approval of the Chair of the Governance Board.
11.3. Observers must not participate in the meeting and do not have a vote.
A copy of the ASA Complaints Board Procedures is available here.
A copy of the ASA Appeal Board Procedures is available here.