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Constitution of the Kaha Tahi Membership & Community Fund

This constitution is in effect and is published here in full for members and anyone considering joining. It remains open to revision, and the membership may resolve to adopt a revised or different form as the Fund develops. The plain-language summary is on the Membership page.

An internal division and operating programme of Kaha Tahi Ltd.

1. Name & status

1.1 The programme established under this document is the Kaha Tahi Membership, and the reserve it is associated with is the Kaha Tahi Community Fund (together, “the Membership” and “the Fund”).

1.2 The Membership and the Fund are an internal division and operating programme of Kaha Tahi Ltd (“the Company”). They are not a separate legal entity, not a partnership, and not a trust. All assets described as belonging to the Fund are legally assets of the Company, ring-fenced by this document and by the Company’s accounting for the purposes set out here.

1.3 Strategic path. The Membership exists partly to build the community support, governance experience, and track record needed to establish a member-owned credit union or registered community trust in future. This document is written so that it can hand over cleanly to that entity when the time comes (clause 8).

2. Purpose

2.1 To give members better access to the Company’s services — automotive care, labour hire, property and grounds, tutoring, and others added over time — at member pricing, on predictable terms.

2.2 To provide grants and hardship assistance to members, and to run community programmes and projects that benefit members: shared tools and equipment, skills training, and the Company’s housing-first and community-build work.

2.3 To invest in the Company’s own operations, and in the enterprises, projects and work of members, on the terms and process in clause 7 — building productive capacity that serves the membership.

2.4 To build, through the Fund, a ring-fenced pool of resources dedicated to those purposes and held ready to transfer to a future member-owned credit union or community trust.

2.5 The Membership is not operated to make a profit from members. The Company runs member services at or near cost and absorbs the administration of the Membership and the Fund as part of its normal operations.

3. What membership is

3.1 A member is a customer and participant in the Company’s community. In return for their contributions (clause 4) a member receives:

3.2 Contributions are membership contributions, not a financial product. They carry no interest, no dividend, and no fixed or promised return, and a member has no right to repayment. A member who leaves the Membership may apply to the Fund for a return of their contribution; the Directors may return all, part, or none of it at their absolute discretion, having regard to the Fund’s position and its commitments. This is a discretionary return of an unused contribution — a refund as a matter of grace — not the repayment of a debt, and the member has no entitlement to it and no enforceable claim.

3.3 What this is. The Fund is a mutual, members-only fund. It deals only with members — supporting them, assisting them, and investing in their work — and is closed to outside business. In spirit it is closer to a co-operative or a friendly society than to a bank or an investment scheme, and it is a deliberate first step toward a registered member-owned entity (clause 8).

3.4 What this is not. The Fund is not a bank, not a deposit-taker, not a registered or licensed investment scheme, and not a security that can be bought, sold or transferred. It does not take deposits, does not make offers of financial products to the public, does not trade in listed securities, and is not operated as a savings or banking business. Contributions are at risk.

3.5 Membership is personal, non-transferable, and may be ended by the member at any time or by the Company for cause (clause 6.5).

4. Membership contributions

4.1 Joining contribution: $100. Payable on joining, or built up in instalments of $5–$10 per week (or another interval the Directors set) with full membership rights from the day the member starts contributing.

4.2 Ongoing contribution: $5 per month, or $50 per year paid annually. Waived for any period in which the member holds a paid Service Membership in good standing — an active subscriber is already contributing to the collective through their subscription.

4.3 The Directors may reduce, waive, or set a sliding scale for any contribution for any member on grounds of hardship. No member is turned away for inability to pay.

4.4 Contributions are consideration for membership and its benefits. The Company applies contributions first to the direct costs of running member programmes; the balance is allocated to the Fund (clause 5). The Company does not charge a separate administration fee. Any return of a contribution is governed by 3.2.

4.5 Voluntary donations / koha to the Fund are welcome from members. They are gifts, carry no rights or return of any kind, are not returnable, and do not increase any person’s voting rights.

5. The Kaha Tahi Community Fund

5.1 The Fund is a ring-fenced reserve within the Company’s accounts. It is credited with: the balance of membership contributions after direct programme costs (4.4); donations and koha (4.5); grants and philanthropic funding received for member-benefit purposes; returns on Fund investments (5.2(d)); and any trading surplus the Directors resolve to allocate to it.

5.2 The Fund may be applied only to the following, and only for the benefit of members:

5.3 The Fund deals only with members. It does not provide capital, credit, grants, or investment to any person who is not a member. A person seeking Fund support must be, or become, a member in good standing.

5.4 Loans and repayable advances. The Fund may make a repayable advance or loan to a member only once the Company has put in place whatever registration, licensing, disclosure and dispute-resolution arrangements the law requires for that activity. Until then the Fund makes grants and investments only, and does not lend.

5.5 No withdrawal on demand. The Fund holds no member account balances and owes no member any sum. It is not a savings account. A member’s only route to recover a contribution is the discretionary application under 3.2.

5.6 The Company will keep the working portion of the Fund in prudent, liquid form (cash and on-call bank accounts), will maintain a reserve sufficient to meet its committed obligations, and will not trade in listed securities or operate the Fund as a savings or banking business.

5.7 The Fund’s position is reported to members at least annually, and its accounts are open to the Members’ Advisory Committee at any time.

6. Governance

6.1 One member, one vote, regardless of contributions, donations, or length of membership.

6.2 Members’ Advisory Committee. Members elect a committee of 3–7 members annually. The Committee reviews Fund accounts, considers and recommends on funding and investment proposals (clause 7), runs the member vote on major proposals, and represents members to the Directors. The Committee is advisory: it does not hold the Company’s legal or fiduciary powers.

6.3 Interim governance. Until the Membership transitions to a registered entity (clause 8), legal authority and fiduciary duty rest with the Directors of Kaha Tahi Ltd. The Directors will not act contrary to a member vote on a matter reserved to members (clause 7.3) except where they are legally or fiduciarily required to, and will give written reasons to the Committee if they do.

6.4 Member meetings are held at least annually. A quorum for any member vote is 20% of members or 15 members, whichever is fewer. Decisions are by a majority of votes cast unless this document says otherwise.

6.5 The Directors may suspend or end a person’s membership for non-payment, dishonesty, abuse of staff or members, or conduct that damages the Membership, with a right of reply to the Committee. A return of contribution on exit remains governed by 3.2.

7. Grants, assistance, and investment proposals

7.1 Any member may put a proposal to the Committee for the Fund to give a grant or hardship assistance, or to invest in a project, enterprise or piece of work that benefits members.

7.2 Approval thresholds:

Amount from the Fund Approved by
Up to $2,000 Members’ Advisory Committee
$2,000 – $10,000 Committee and Directors
Over $10,000 Full member vote (majority of votes cast, quorum per 6.4), then Directors

7.3 Matters reserved to a member vote: any Fund outlay over $10,000; any investment in an enterprise or venture connected to a member, as distinct from the Company’s own operations, regardless of amount; any change to contribution amounts in clause 4; adoption of a transition plan under clause 8; amendment of this document (clause 9).

7.4 Proposals connected to the proposer. If a proposal would direct Fund resources to a venture, business, or arrangement in which the proposer (or a relative or close associate) has an interest, then in addition to 7.2:

7.5 Waiver of the 6-month membership requirement. The Committee, with the Directors’ agreement, may waive 7.4(a) for a proposer with less than 6 months’ membership. Where it does, until the proposer has completed 6 months’ continuous membership in good standing (measured from the date they joined):

7.6 Reduced bond for larger proposals. For a proposal seeking more than $5,000, the Committee may reduce the proposal bond below 10%, to a floor of $250, where it is satisfied the risk is otherwise adequately covered — for example by the Fund retaining title under 7.5, by one or more member guarantors, by staged release of funds against milestones, or by the proposer’s established completed track record with the Fund. The weaker the bond, the stronger the other security the Committee must require. The bond is never set below $250, and any reduction is at the Committee’s sole discretion and subject to 7.4(e).

7.7 The terms of any investment — whether it is a grant, an equity stake, a revenue share, or (once 5.4 is satisfied) a repayable advance — are set case by case by the Directors on the Committee’s recommendation, recorded in writing, and structured so that returns accrue to the Fund.

7.8 The Directors may decline or halt any grant, assistance or investment that would expose the Company to legal, financial, or reputational risk, or that falls outside clause 2.

8. Transition to a registered entity

8.1 When the Membership has the scale, capital, and systems to meet the requirements for registration as an accredited credit union or a registered charitable or community trust, the Directors will prepare a transition plan for a member vote (7.3).

8.2 On transition, the resources of the Fund are transferred to the new entity in trust for the members / the community, to be held and used under that entity’s own constitution and regulation.

8.3 Member saving, deposits, and regulated investment products begin only at and after transition, offered by the registered entity under the regulation that applies to it. Nothing in this document offers, promises, or implies any such product before then.

9. Amendment

9.1 This document may be amended by a member vote (7.3), except that amendments required to keep the Membership and Fund lawful, or to give effect to a transition under clause 8, may be made by the Directors with written notice to members and the Committee.