Our Advisory Board
As we work with a wide range pf partners from government, industry and academia, we seek to bring insights from many different areas of expertise including; social enterprising, marketing, sales, operations, finance, human resources and technology.
Our Advisory Board is informally tethered to The Future Cites Institute Limited and comprises volunteers from our partners that can bring these insights to help enhance and accelerate our mission and objectives. Advisory Board Membership is volunteer, and as such does not receive remuneration from the Institute for their activities.
This informal format removes any potential conflicts of interest for members and ensures that the advisory board focuses on the big picture and strategically connecting the Institute across its various government, industry and academic stakeholder groups.
Our Current Advisory Board:
Our Board of Directors
In contrast, our Board of Directors is our legal group who meet regularly to look at performance and the strategic progress of the Institute, is separate from day-to-day management/operations and comprises:
- executive directors who work in the institute and are in a better position to evaluate the performance of the organisation because of their vast experience and industry knowledge
- non-executive and independent directors who do not work in the Institute, who are objective and can look at the institutes operations and management without emotion
The Board of Directors is responsible for articulating the strategic direction of The Future Cities Institute and working in partnership with Execute Advisory Baord and our senior leadership team to help define the annual planning process, contribute to the overall scan of the Institutes’ environment, set the priority areas of focus and developing the goals for a successful execution.
Using the formal Board of Director structure, coupled with our informal Advisory Board ensures that the Institute is true to its mission as a social enterprise, performs well and grows for the benefit of all stakeholders.
Our Independent Chair plays an important role in the operation of our board of directors with one of their main duties being to set the agenda, run board meetings and are responsible for guiding the meeting to clear outcomes for management to carry out. The chair's independence ensures all possible views on an issue are taken into account and works to a consensus decision between board members and our Executive Advisory Board. The chair also provides leadership in developing an effective governance culture and ensuring there are strong communication flows between the Advisory Board, Board of Directors, Chief Executive and management.
Our Operating Structure
The Future Cities Institute operates as a social enterprise that trades to support social and economic development goals for local economies. The New Zealand Department of Internal Affairs has adopted a definition of social enterprise that has three main elements:
- a social, cultural, or environmental mission that achieves public or community benefit;
- a substantial portion of income derived from trade (50 per cent or more, or a demonstrable intention to reach this level); and
- reinvestment of the majority, or all, of profit/surplus in the fulfilment of the organisation’s mission.
As such, The Institute moved from an incorporated society model in early 2018 to a limited liability company under New Zealand Company Law, with Special provision in its constitution that makes it clear that profit maximisation is to be balanced by “social good” objectives and prohibits any of the capital or income being paid or transferred directly or indirectly by way of dividend for the private pecuniary profit of any individual.
Specifically in our constition:
2.1. Special Provisions Paramount
The clauses in this Part 2 [Special Provisions] are clauses paramount. Whenever these clauses paramount are inconsistent with clauses in the remainder of this constitution, these clauses paramount prevail, except to the extent to which the other clauses merely reflect statutory provisions which are mandatory.
2.2 Company Carried on Exclusively for Charitable Purposes
The Company has the capacity to carry on or undertake any business or activity, do any act or enter into any transaction PROVIDED HOWEVER that the Company shall exercise all such powers and privileges and apply all Company property exclusively for furthering social good objectives including, but without limitation:
(a) To advance public sector management capability and practice by researching, applying and disseminating the benefits of collaborative innovation practices in public/private partnerships
(b) To advance public sector management by assisting government and higher education institutions to better understand digital technologies and how to implement these technologies for both social and economic benefit in the local economy; and
(c) To advance social and economic development in local economies by assisting local governments and higher education institutions to better engage with industry using collaborative innovation, programme management and stakeholder/change management best practices.
2.3 Charitable Purposes Paramount
Notwithstanding anything else contained in this Constitution no power or reservation expressed or implied in this Constitution shall authorise the directors of the Company to do or suffer any act which does not further the social good purposes expressed in clause 2.2 which shall at all times be paramount so as to exclude any act or omission which is or may be deemed to be not in accordance with such social good purposes.
2.4 Company not carried on for Private Pecuniary Profit
None of the capital or income of the Company shall be paid or transferred directly or indirectly by way of dividend, distribution or otherwise for the private pecuniary profit of any individual PROVIDED HOWEVER that nothing in this clause 2.4 shall prevent:
(i) The payment in good faith of reasonable remuneration to any directors, shareholders or employees of the Company or to any other person for services rendered to the Company; or
(ii) The payment of interest to any person at a rate not exceeding the commercial rate of interest for the time being;
2.6 Refusal to Register Transfer of Shares
The directors shall refuse to register any transfer of shares unless the proposed transferee holds those shares exclusively for social good purposes.
Our Full Constitution
The Future Cities Institute was established as an incorporated society on the 3rd day of July 2009 under the New Zealand Incorporated Societies Act 1908 and is governed by a formal constitution that sets out the rules of society covering management of the society, membership rights and fees, voting powers, meetings and governance structures such as the board of directors.
The Future Cities Institute initial approach and operational model is based on the extensive body of knowledge and case studies in Collaborative Network Organisations , virtual enterprises and collaborative innovation where the members of the Institute are supported to quickly react to new opportunities and facilitated to define consortia projects that combine organisational competencies/capabilities collaboratively to deliver outcomes. Benefits for our members and partners in this form of cooperation include:
- Members can easily access and use competencies not available internally, and as a consequence can participate in larger, more complex and thus higher value opportunities, than individual organisation.
- The institute members can more effectively share risks and bottlenecks via consortia projects which establish trustful relationships and a strong incentive for joint problem solving and client satisfaction. See The Future Cities Institute Code of Ethics.
- Institute members can have access to very different markets or customers bringing in new opportunities where the combined mass of the organisations in membership allows stronger delivery capability, market presence and positioning.