Agenda of Strategic Planning and Finance Committee

HAWKE’S BAY REGIONAL COUNCIL

Strategic Planning and Finance Committee

Wednesday 18 May 2011

SUBJECT: Hawke's Bay Tourism Limited

REASON FOR REPORT

1. This report outlines the proposed funding agreement between the Council and Hawke’s Bay Tourism Limited (HBTL) for the establishment and operation of a Regional Tourism Organisation (RTO) and, further, the proposed constitution and trademark licence agreement for HBTL for Council’s consideration and approval.

Background

2. At its 27 April 2011 meeting, Council approved the preferred option for carrying out the Hawke’s Bay Tourism activities commencing from 1 July 2011 as the Incorporated Limited Liability model, subject to further consideration by Council of details such as Board representation, performance measures and accountabilities, key performance indicators (KPIs) and brand ownership.

Funding Agreement

3. Attachment 1 to this paper sets out the proposed funding agreement for the establishment and operation of an RTO, such funding agreement to be between the Hawke’s Bay Regional Council and HBTL.

4. The first part of this proposed agreement covers the legal issues and structure required in a document of this type. These issues cover the responsibilities of both parties to the document, reporting requirements, term of agreement, payment of funding, etc. Council’s attention is referred to pages 3 & 4 of the Agreement which set out the content of the HBTL three monthly and six monthly reports to Council.

5. Set out in section 9 is Council’s right to appoint one director to the Board of Directors of HBTL.

6. Schedule 1 to the funding agreement specifically covers:

6.1. The requirement to protect HBTL’s intellectual property and brand in a separate entity

6.2. The number of directors set at no more than 5.

6.3. The cap on directors’ fees for the duration of this funding agreement.

6.4. The proposed KPIs to be delivered by HBTL over each of the three years of this agreement.

7. Schedule 2 to the agreement sets out the funding amount proposed to be paid to HBTL for each of the three years of this proposed agreement.

Constitution of Hawke’s Bay Tourism Limited

8. In relation to the proposed constitution (see Attachment 2), it is a reasonably generic document that contains some variations (highlighted) that have been made to reflect the arrangements set out in the funding agreement with Council. These provisions cover:

8.1. That Council can appoint, remove, or replace one director. The director appointed by the Council must be in attendance at a Board Meeting for the “quorum” requirements to be met.

8.2. That ordinary directors’ have a salary cap of $10,000.

8.3. The Chairman of the Board has a salary cap of $20,000.

8.4. The company cannot alter the constitution, alter the shareholding to change effective control of the company, change the name of the company, assign intellectual property to a third party, sell the undertaking of the company or otherwise enter into a major transaction as defined by the Companies Act 1993, or pass a resolution with the effect of voluntarily liquidating the company without the consent of the Council (through its Chief Executive) in writing.

Consideration of Charitable Status

9. The proposed constitution establishes HBTL as a non-profit company. The option of electing to apply for a charitable status has been carefully considered. The purpose of registering for a charitable status would be to reduce the tax obligations on any surplus generated by the company. Council’s lawyers have recommended that the company should not, at this stage, pursue a charitable status or incorporation, but that it remains a possibility for the rationale behind doing so at some future point if such a move is justified. The legal advice provided to Council gave the following reasons for recommending this approach.

9.1. A company can be not-for-profit but not be registered with the Charities Commission for charitable status purposes. In that event (subject to proper tax advice) donations and sponsorship are deductible for the donor/sponsor.

9.2. To achieve charitable status, the sole shareholder (in this case HBWCTAI) would have to be a registered charity also OR the Constitution would have to stipulate that any surplus is only made available to another entity that has charitable status. Currently HBWCTAI does not have charitable status, although regional tourism as an object has been recognised as charitable (see for example Abel Tasman Tourism Limited, Westland Tourism Limited and Ngai Tahi Tourism Limited).

9.3. Activities would have to be restricted to New Zealand in order to qualify.

9.4. By way of illustration, Partnership Wellington Trust (Wellington’s RTO) is not a registered charity and has chosen to remain a taxpaying entity.

9.5. HBTL should be able to run a lean operation and avoid accumulating surpluses which would then be taxable in the hands of the Company.

10. The ability to convince the Charities Commission that HBTL should be registered as a charity, should not be taken as a “given”. The Commission is currently pushing back quite hard on less than meritorious applications (not for a moment suggesting that tourism in HB is not meritorious). If it is not an essential element to the future operation and survival of the Company then it should be left as an option that could be taken up further down the track.

Trademark Licence Agreement

11. The proposed Trademark Licence Agreement is appended to this paper as Attachment 3.

12. Council’s legal advice is that it is good commercial sense and practice to have the intellectual property held by an entity which is solvent and has perpetual succession. This requirement is therefore included in the funding agreement and is non-negotiable. The proposal that this Council hold the brand for the duration of the funding agreement is considered to be sensible.

13. The provisions of the proposed licence agreement purposely give HBTL complete freedom of how to use the brand without interference from this Council as owner of the trademark. Once the funding agreement comes to an end it can be transferred to HBTL or to whomever is carrying out the tourism activities for the region.

Approval of Company Name by Registrar of Companies

14. Council’s lawyers are discussing with the Registrar of Companies, the approval of the name “Hawke’s Bay Tourism Limited”. If there is a problem in this approval, given that this name could be construed to be too close to a current business name already approved by the Registrar, then the company reference in these agreements may need changing to Hawke’s Bay Tourism Holdings Limited. If this became the case then the Company could still operate as Hawke’s Bay Tourism Limited from an operational perspective.

15. The resolutions in this paper have therefore been amended to take account of the possibility that another company name may ultimately be approved by the Registrar of Companies.

DECISION MAKING PROCESS

16. Council is required to make a decision in accordance with Part 6 Sub-Part 1, of the Local Government Act 2002 (the Act). Staff have assessed the requirements contained within this section of the Act in relation to this item and have concluded the following:

16.1. Sections 97 and 98 of the Act do not apply as these relate to decisions that significantly alter the service provision or affect a strategic asset.

16.2. Sections 83 and 84 covering special consultative procedure do not apply.

16.3. The decision does not fall within the definition of the Council’s policy on significance.

16.4. The persons affected by this decision are all members of the community that either directly or indirectly benefit from tourism activity within the region.

16.5. This paper sets out the options that were considered for the proposed constitution of Hawke’s Bay Tourism Limited.

16.6. Section 80 of the Act covering decisions that are inconsistent with an existing policy or plan does not apply.

16.7. Council can exercise its discretion under Section 79(1)(a) and 82(3) of the Act and make a decision on this issue without conferring directly with the community or others having given due consideration to the nature and significance of the issue to be considered and decided, and also the persons likely to be effected by or have an interest in the decisions to be made.

RECOMMENDATIONS

The Strategic Planning and Finance Committee recommends that Council:

1. Agrees that the decisions to be made are not significant under the criteria contained in Council’s adopted policy on significance and that Council can exercise its discretion under Sections 79(1)(a) and 82(3) of the Local Government Act 2002 and make decisions on this issue without conferring directly with the community and persons likely to be affected by or to have an interest in the decision due to the nature and significance of the issue to be considered and decided.

2. Approves the funding agreement between the Hawke’s Bay Regional Council and Hawke’s Bay Tourism Limited (or such other name as may be approved by the Registrar of Companies) for the establishment and operation of a Regional Tourism Organisation, noting that this funding agreement sets out the key performance indicators to be delivered during the duration of the funding agreement and also the Council’s commitment to funding during the three years of this agreement. Further resolves that authority be given to the Chief Executive to execute this agreement on behalf of Council.

3. Determines the person to be appointed as the Council’s representative on the Board of Hawke’s Bay Tourism Limited (or such other name as may be approved by the Registrar of Companies).

4. Approves the constitution of Hawke’s Bay Tourism Limited (or such other name as may be approved by the Registrar of Companies).

5. Approves the trademark licence agreement between this Council and Hawke’s Bay Tourism Limited (or such other name as may be approved by the Registrar of Companies), delegating authority to Council’s Chief Executive to execute this agreement.

Paul Drury

Group Manager

Corporate Services

Andrew Newman

Chief Executive

Attachment/s

1 View	HB Tourism Funding Agreement
2 View	HB Tourism Constitution
3 View	HB Tourism Trademark Licence Agreement

HB Tourism Funding Agreement

Attachment 1

HAWKE’S BAY REGIONAL COUNCIL

(HBRC)

HAWKE’S BAY TOURISM LIMITED

(HBTL)

FUNDING AGREEMENT FOR THE ESTABLISHMENT AND OPERATION OF A REGIONAL TOURISM ORGANISATION

SLW1_mono_sml

FUNDING AGREEMENT FOR THE ESTABLISHMENT AND OPERATION OF A REGIONAL TOURISM ORGANISATION

Dated 2011

BETWEEN Hawkes bay regional council established under the Local Government Act 2002 (“HBRC”)

AND HAWKE’S BAY TOURISM LIMITED (Company Number xxx)

(“HBTL”)

1. Background

1.1. Venture Hawkes Bay (“VHB”) is an independent business unit of HBRC, is wholly funded by HBRC and has, until the commencement date of the incorporation of HBTL and the funding arrangement contemplated by this agreement, been responsible for both the Economic Development Agency (“EDA”) and Regional Tourism Organisation (“RTO”) functions within Hawkes Bay.

1.2. HBTL has been formed as a not-for-profit limited liability company to support the region’s tourism industry and to undertake the RTO function previously carried out by VHB.

1.3. The activities of HBTL will be funded partly through public monies provided by HBRC and partly through private investment provided by the commercial community of Hawkes Bay through Hawke’s Bay Wine Country Tourism Association Incorporated (“HBWCTAI”).

1.4. The provision of ratepayer funding by HBRC is subject to certain performance criteria measured against key performance indicators (“KPI’s”), reporting and audit requirements.

1.5. The KPI’s are set out in the Schedule 1 of this agreement.

1.6. To further protect HBRC’s interests, HBRC will be entitled under HBTL’s constitution to appoint one (1) director on the Board of Directors of HBTL who shall remain in office for as long as this Funding Agreement is current (including any extension).

1.7. This Funding Agreement sets out the terms and conditions of the arrangements between the parties.

THE PARTIES AGREE AS FOLLOWS:

2. DEFINITIONS

2.1 In this Agreement unless the context otherwise requires:

Agreement means this funding agreement, as amended from time to time;

Best Currently Accepted Principles and Practices means the best principles and practices applicable to the tourism industry and tourism promotion;

Expiry Date means the date on which HBRC pays the Funding Instalment relating to the Financial Year ending on 30 June 2014;

Financial Year means the period of 12 months from 1 July to 30 June;

Funding and Funding Instalment means the amounts stipulated in Schedule 2 of this Agreement to be paid by HBRC to HBTL;

Growth Targets means the growth targets contained in the KPI’s set out in Schedule 1;

GST means goods and services tax payable pursuant to the Good and Services Tax Act 1985;

KPI’s means the key performance indicators specified in Schedule 1;

Month means a calendar month;

Outcomes mean the outcomes contained in the KPI’s set out in clause 2 of Schedule 1;

Parties means HBRC and HBTL and Party means either one of them;

Six month period means a period of six (6) consecutive Months that ends with the last day of June, or December;

Six monthly report means the report to be presented by HBTL to a meeting of the Council of HBRC on the first available date convenient to all parties after the end of each Six month period consolidating the matters required to be reported in writing for the two (2) immediately preceding Three monthly reports.

Three month period means a period of three (3) consecutive Months that ends with the last day of June, September, December or March;

Three monthly report means the written report to be provided by HBTL to HBRC within 15 Working Days of the end of each Three month period specifying:

(a) Performance for the Three month period measured against each of the KPI’s.

(b) Quarterly narrative on activities, Operating Statement (which is to include detailed year-to-date actual against budget) and Balance Sheet.

Working Day means a day on which registered banks are open for general banking business, other than a Saturday or Sunday, in Hawkes Bay, New Zealand.

3 CONSTRUCTION

3.1 In interpreting this Agreement, unless the context requires otherwise:

(a) headings are for guidance only and shall not affect interpretation;

(b) words denoting the singular shall include the plural and vice versa;

(c) any references to a Clause or Schedule or Appendix shall be a reference to a clause or appendix or schedule of this Agreement;

(d) all references to Dollars or $ shall be references to the lawful currency of New Zealand;

(e) any schedule or appendix to this Agreement is deemed to form part of the Agreement;

(f) a reference to any statute includes any amendments, re-enactments or replacements of that statute from time to time.

(g) a reference to a person includes a body corporate and an unincorporated body

(h) a reference to ‘including’ and similar words do not imply any limitation.

4 KEY PERFORMANCE INDICATORS

4.1 In consideration for the Funding, HBTL agree to deliver the KPI’s in accordance with:

(a) the terms of this Agreement; and

(b) best currently accepted principles and practices applicable to the tourism industry and tourism promotion.

5 Term

5.1 This Agreement commences on 1^st July 2011 and will remain in force until the earlier of:

(a) the Expiry Date; or

(b) the date on which this Agreement is terminated in accordance with its terms.

6 THE FUNDING AND PARTIES RESPONSIBILITIES

6.1 The Funding will be paid to HBTL in accordance with Clause 7 to an interest bearing bank account held with a New Zealand registered bank and nominated by HBTL in writing. This account will be held by HBTL on trust for the HBRC in accordance with this agreement.

6.2 HBTL shall allocate the Funding in a manner that is efficient, economical and that best accords with the Growth Targets and Outcomes.

6.3 No part of the Funding, received, shall be used for any purpose other than undertaking the Growth Targets and Outcomes.

6.4 GST on the Funding will be paid by HBRC to HBTL upon receipt of a GST invoice from HBTL. To avoid doubt, the parties acknowledge that the provision of any grant under this Scheme constitutes a taxable supply for the purposes of the Goods and Services Tax Act 1985.

6.5 Notwithstanding any provision to the contrary, HBRC shall not be obliged to provide any Funding after the date of termination or expiry of this Agreement.

7 PAYMENT

7.1 Subject to clauses 7.3 and 7.5 Funding will be paid in equal monthly (or such other frequency as agreed) instalments on production of an invoice by HBTL.

7.2 The first Funding Instalment will be paid on the 1^st of the Month following the date of signing of this Agreement

7.3 Each subsequent Funding Instalment will be paid provided that:

(a) HBRC has received (where applicable) the three monthly report covering the immediately preceding period prior to the relevant instalment date; and

(b) HBRC determines in its sole discretion that HBTL have:

(i) undertaken best endeavours to achieve Growth Targets and Outcomes; and

(ii) complied with the Agreement in all material respects.

7.4 Subject to clause 7.3 each subsequent Funding Instalment will be paid on the first day of the month.

8 HBTL’S WARRANTIES

8.1 HBTL warrants and represents that:

(a) all information provided, or to be provided, to HBRC by HBTL is accurate, complete and true;

(b) the Growth Targets and Outcomes will be administered with due diligence, care and skill, and by appropriately trained, qualified, experienced and supervised persons;

(d) HBTL will undertake the Growth Targets and Outcomes in a reasonably economical and expeditious manner so as to minimise cost;

(e) all goods and services purchased by HBTL in the course of undertaking the Growth Targets and Outcomes will be purchased at (or below) true market value.

(f) HBTL will acknowledge HBRC as a source of funding in all publications and publicity regarding the Growth Targets and Outcomes (the form and content of such acknowledgement HBRC may specify);

(g) HBRC will be notified as soon as is reasonably practicable if the composition of HBTL changes or issues arise as to HBTL’s solvency or ability to undertake and meet the Growth Targets and Outcomes.

9. REPRESENTATION

9.1 For as long as this Funding Agreement remain in place (including any extension agreed to between the Parties), HBRC shall be entitled to appoint one (1) Director on the Board of Directors of HBTL.

9.2 To avoid doubt, the entitlement to appoint shall include the right to remove and replace a Director at any time.

9.3 On the Expiry Date, the Director appointed by HBRC shall cease to hold office and shall immediately resign as a Director of HBTL.

10 VARIATION

10.1 This Agreement may be varied from time to time as agreed by the Parties.

10.2 No variation of this Agreement is effective unless it is in writing and executed by the Parties.

11 REPORTING

11.1 HBTL must:

(a) deliver to HBRC each Three monthly report and Six monthly report as prescribed;

(b) promptly deliver to HBRC any information regarding the Growth Targets and Outcomes which HBRC requests;

12 ACCESS

12.1 HBTL will allow HBRC (including its employees and agents) access to any property or information relevant to the Growth Targets and Outcomes owned or controlled by HBTL at any reasonable time and for any reasonable purpose.

13 CONFIDENTIALITY

13.1 The Parties will keep confidential and secure and not misuse or disclose to any third party any information relating to this Agreement which would reasonably be expected to be confidential or proprietary to the other Party except:

(a) to professional advisers or officers, employees or agents directly concerned with the implementation or operation of this Agreement and for the purpose of performing this Agreement; or

(b) as required by law; or

(d) to the extent necessary to sub-contract third parties under Clause 19 of this Agreement; or

(e) with the prior written authority of the other Party; or

(f) information that subsequently becomes part of the public domain through no fault of the Party receiving confidential information from the other Party;

(g) Information regarding the Programme for publicity purposes;

13.2 If HBRC receives a request under the Local Government Official Information and Meetings Act 1982 for any of the information referred to in clause 14.1, they shall notify HBTL and HBTL shall render reasonable assistance to HBRC in responding to the request.

13.3 The obligations contained in this Clause 14 shall survive the termination or expiration of this Agreement.

14 Media relations

14.1 Except as provided for in clause 16, neither party shall comment to the media or any person on the terms or performance of the Agreement, without express written authorisation from the other.

14.2 If authorised to comment under Clause 14.1, the party so authorised must obtain approval from the other for every comment before it is communicated to the media or any other person.

14.3 Each party must refer to the other party any enquiries from the media or any other person about the terms or performance of the Agreement to the person nominated in Clause 23.1.

14.4 If the individual nominated in Clause 23.1 cannot be contacted:

a in the case of HBRC, HBTL shall contact the person holding the office of HBRC Director of Corporate Communications;

b. in the case of HBTL, HBRC shall contact the person holding the office Chairman of the Board of Directors.

15 RECORDS

15.1 HBTL will keep all accounts and other records as are reasonably necessary to allow prompt and accurate audit of any matter in relation to the Growth Targets and Outcomes, and in particular how payments from the Funding have been or will be used. All accounts and records required to be kept under this Clause must be made available without charge to HBRC on request for review, copying and use.

15.2 This Clause 16 shall survive the expiry or termination of this Agreement by two (2) years.

16 HBTL’s INDEMNITY

16.1 HBTL will reimburse HBRC for the cost of defending or settling any claim for which HBRC could have liability caused or contributed to by HBTL’s breach of this Agreement or their negligent or wrongful actions or omissions.

16.2 HBTL will provide any reasonable assistance requested by HBRC for the purpose of defending or settling any claim described in Clause 17.1.

17 HBRC’S LIABILITY

17.1 Except to the extent of direct damage or loss to HBTL caused by a breach of this Agreement by HBRC or by the negligent or wrongful act or omissions of HBRC, HBRC has no liability for any direct, indirect or special loss suffered (including, but not limited to, any loss of profits or savings) or costs incurred by HBTL or any other person.

17.2 The extent of HBRC’s liability to HBTL for direct damage or loss caused by a breach of this Agreement or by the negligent or wrongful act or omission of HBRC will be limited to the Funding actually paid to HBTL under this Agreement during the Financial Year immediately prior to the date the cause of action first arose.

17.3 Without limiting Clause 18.1, HBTL’s employees, agents, contractors and anything involved in performing HBTL’s obligations under this Agreement are provided at the risk of HBTL. HBRC has no liability to any persons (including HBTL) for any injury, deterioration, damage, or loss, whether direct or indirect, in respect of any of them.

17.4 This Clause 18 shall survive the termination or expiration of this Agreement

18 Assignment and Sub-Contracting

18.1 HBTL will not:

(a) directly or indirectly assign any of its benefits or burdens under any Agreement to a third party; or

(b) sub-contract any of its obligations or responsibilities under any Agreement to a third party;

(d) change its name;

(e) alter its shareholding or otherwise change the effective control of the company;

(f) alter or modify its constitution;

without the prior written approval of HBRC.

18.2 HBTL shall not be relieved of any of their liabilities or obligations under this Agreement by entering into a sub-contract and HBTL shall be liable to HBRC for the acts, defaults and omissions of the sub-contractor as fully as if they were the acts, defaults or omissions of HBTL.

18.3 HBTL shall be responsible for ensuring the suitability of the sub-contractor for the work proposed to be carried out and for ensuring that the work performed by the sub-contractor meets the requirements of this Agreement.

19 DISPUTES

19.1 Except where a Party seeks urgent interlocutory relief, neither Party may commence court proceedings against the other without complying with this Clause 20.

19.2 Where any dispute, disagreement, question or difference (a Dispute) arises between the Parties on any matter arising out of an Agreement, either Party (‘the Initiator’) may notify the other Party (‘the Respondent’) in writing of the Dispute. Such notice must specify:

(a) the nature of the dispute;

(b) a representative of the Initiator authorised to resolve the Dispute;

(d) a reasonable suggestion or suggestions for resolving the Dispute.

19.3 The Respondent must respond to the Initiator’s notice within five (5) Working Days. The Respondent’s response must specify:

(a) a representative of the Respondent authorised to resolve the Dispute;

(b) the Respondent’s full and complete view of the facts and its ‘without prejudice’ legal position on the Dispute;

19.4 The Parties will enter into negotiations to resolve the dispute within five (5) Working Days of the Initiator receiving the Respondent’s response.

19.5 Where the Parties are unable to negotiate a resolution to the Dispute within twenty Working Days of the Respondent’s receipt of the Initiator’s notice (or such other time as the Parties agree), the Dispute will be referred to mediation.

19.6 The Parties will use best efforts to agree on a mediator and a fee for that mediator. However, if the Parties cannot agree within five (5) Working Days of referral to mediation, the mediator will be selected, and the mediator’s fee determined by the Chair for the time being of the organisation known as LEADR NZ (Leading Edge Alternative Dispute Resolvers) (or his/her nominee).

19.7 Mediation will be conducted in all respects in accordance with the LEADR New Zealand Inc. Standard Mediation Agreement, and the Parties will use their best efforts to ensure that mediation is commenced and conducted expeditiously.

19.8 Pending settlement of the Dispute, the Parties will continue to perform their obligations under the Agreements as far as is practicable as if the Dispute had not arisen.

20 TERMINATION BY HBRC

20.1 HBRC may immediately terminate this Agreement by notice in writing if:

(a) HBTL has in the reasonable opinion of HBRC failed over a period of two Quarters to undertake best endeavours to achieve the Growth Targets and Outcomes.;

(b) HBTL does or omits to do something, or any matter concerning HBTL comes to HBRC’s attention, which, in HBRC’s opinion, may seriously damage the business or reputation of HBRC; or

(d) Any or all of HBTL materially breach any of their other obligations under this Agreement;

(e) HBTL does not or cannot rectify any deficiencies identified, through audit or otherwise, within a reasonable time;

20.2 Without prejudice to the rights in Clause 21.1 HBRC may terminate the whole or any severable part of this Agreement by giving HBTL one Month’s written notice.

21 TERMINATION BY HBTL

21.1 HBTL may immediately terminate this Agreement by notice in writing if:

(a) HBRC does or omits to do something, or any matter concerning HBRC comes to HBTL’s attention, which, in HBTL’s opinion, may seriously damage the business or reputation of HBTL; or

(b) HBRC materially breaches any of its obligations under this Agreement.

21.2 Without prejudice to the rights in Clause 22.1 HBTL may terminate the whole or any severable part of this Agreement by giving HBRC one Month’s written notice.

22 EFFECT OF TERMINATION AND EXPIRY

22.1 Termination of this Agreement is without prejudice to the rights and obligations of the Parties accrued up to and including the date of termination.

22.2 For the avoidance of doubt, termination of this Agreement does not affect any existing agreement(s) between HBTL in relation to the delivery of the Growth Targets and Outcomes under this agreement.

22.3 On termination or expiry of this Agreement, HBRC may (without limiting any of its other rights or remedies):

(a) require HBTL to provide evidence of how the Funding has been spent; and/or

(b) require HBTL to refund to HBRC (or deal with in the manner directed by HBRC) any of the Funding that has not been spent or committed by HBTL. For the purposes of this Clause, Funding is committed where it has been provided or promised to a third party for the purpose of carrying out the Growth Targets and Outcomes and HBTL, after using reasonable endeavours, is unable to secure a refund or release from that promise (as the case may be).

22.4 If the Funding has been misused, or misappropriated, by HBTL, HBTL must within 10 Working Days of the date of termination/expiry refund all Funding paid up to the date of termination/expiry, together with interest at the rate of 10 per cent per annum from the date HBTL were paid the Funding to the date HBTL return the Funding.

23 CONTACT PERSONS AND NOTICE

23.1 Any notice or other communication to be given under this Agreement must be in writing addressed to the other Party at the address, facsimile number or email from time to time notified by that Party in writing to the sending Party. Until a change is so notified, the address, facsimile number and email of each Party are as follows:

HBRC

Address: Private Bag 6006

NAPIER

Fax: 06-835-3601

Attention: Chief Executive

HBTL

Address: xxxx

Fax: xxxx

Attention: General Manager

23.2 Delivery may be effected by hand, or by post with postage prepaid, or by facsimile, or (subject to the limitation below) by email. A notice or other communication will be deemed to have been received:

(a) in the case of hand delivery, at the time of actual delivery to HBTL’s address;

(b) in the case of delivery by pre-paid post, on the 2^nd Working Day after posting;

(c) in the case of delivery by facsimile, at the time of transmission specified in a transmission report from the sending machine which indicates that the facsimile was sent in its entirety to the facsimile number of HBTL; and

(d) in the case of delivery by email, the earlier of:

a. the sender’s receipt of confirmation of successful delivery; or

b. one Working Day after dispatch (being when the relevant email first leaves the sender’s network for delivery to HBTL’s address), provided the sender does not receive any indication of the failure of, or delay in, delivery within one day after dispatch.

23.3 However, if a notice or other communication is received or deemed to have been received after 5 pm on a Working Day, or on a day which is not a Working Day, it will be deemed not to have been received until the next Working Day.

24 Audit

24.1 The parties acknowledge that HBTL may be subject to the audit requirements under the Public Audit Act 2001 and that if required to do so the audit of HBTL’s financial statements will be conducted at HBTL’s expense by the Audit New Zealand.

24.2 Notwithstanding clause 25.1, at any time during the term of this Agreement, HBRC (or its agents, employees or contractors) may conduct an audit or audits of HBTL’s progress made towards achieving Objectives and HBTL’s performance under this Agreement, including achievement of Outcomes. HBTL will, at their expense, allow access to appropriate staff to assist HBRC in conducting such audit(s). HBRC will pay all other costs associated with the audit.

24.3 At least twenty (20) working days prior to commencing an audit under Clause 25.1, HBRC will notify HBTL in writing of its intention to conduct an audit and of the intended scope and timing of the audit.

24.4 Where an audit conducted under this Clause identifies any material non-compliance with the terms of the Agreement, HBRC may require an additional audit or audits to be carried out at HBTL’s expense (such expenses including HBRC personnel costs at external charge-out rates). HBTL will, at their expense, allow access to appropriate staff to assist HBRC (including its officers, employees and agents) in any such audit. HBRC will pay all other costs associated with the audit.

24.5 HBRC will advise HBTL in writing of the scope and timing of any additional audit or audits required under this Clause.

24.6 HBRC will promptly notify HBTL in writing of the results of any audit conducted under this Clause. Where any deficiencies are identified in such an audit, HBTL will immediately take steps to remedy such deficiency. If the deficiency is not rectified, or cannot be rectified, HBRC may elect to terminate this Agreement under clause 21.1.

24.7 This Clause shall survive the expiry or termination of this Agreement by two (2) years.

25 WAIVER

25.1 No waiver of any rights or benefits arising under an Agreement is effective unless it is in writing and signed by the Party waiving. A waiver of a breach does not prejudice the waiving Party’s rights in respect of any other breach. No delay, failure or forbearance by HBRC to exercise (in whole or in part) any right, power or remedy under any Agreement shall operate as a waiver.

26 FORCE MAJEURE

26.1 Neither Party will be liable for failure to fulfil its obligations under this Agreement if its performance is, in the reasonable opinion of HBRC, prevented due to a force majeure event, including an act of God, third party industrial action, riots, war, terrorism, epidemics, change in Government policy, change in appropriation by Parliament, fire, communication line failures, power failures, earthquakes or other disasters (Force Majeure Event).

26.2 The exclusion of liability in this Clause does not extend to strikes, lockouts or any other form of labour dispute or any other form of delay caused by contractual or labour relations between either Party and any of its employees, agents, sub-contractors or suppliers.

26.3 The Party seeking to exclude liability under this Clause will:

(a) within three (3) Working Days after the event causing the failure to fulfil its obligations, give written notice to the other Party of the reasons for its failure and the effects of such failure; and

(b) use all reasonable endeavours to avoid or remove the cause and perform its obligations under the Agreements.

26.4 Where a situation of a kind referred to in this Clause continues for more than five (5) Working Days, HBRC, in its sole discretion, may terminate any Agreement.

27 Compliance with laws

27.1 HBTL will ensure that in performing their obligations under this Agreement they will comply with all relevant laws, codes and standards of New Zealand and any other relevant jurisdiction.

27.2 HBTL is responsible for ensuring that every necessary and prudent authorisation (including consents, permits and licences) is obtained to allow HBTL to perform their obligations under this Agreement.

28 Contracts (Privity) Act

28.1 Except as expressly provided in this Agreement, this Agreement will not and is not intended to confer any benefit on or create any obligation enforceable at the suit of any person not a party to this Agreement.

29 JURISDICTION

29.1 This Agreement is governed by and will be construed in accordance with the laws of New Zealand. Both Parties submit to the exclusive jurisdiction of the New Zealand courts.

30 ENTIRE AGREEMENT

30.1 This Agreement constitutes the entire agreement between the Parties in relation to the subject matter of this Agreement. It replaces all earlier negotiations, representations, warranties, understandings and agreements, whether oral or written, between the parties relating to the subject matter of this Agreement.

31 Severability

31.1 If any part of this Agreement is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, such determination will not impair the enforceability of the remaining parts of this Agreement.

32 TAXES

32.1 Unless otherwise agreed by the Parties in writing, all taxes, duties and levies assessed or levied on HBTL in relation to this Agreement or the Programme shall be borne entirely by HBTL.

33 NO AGENCY RELATIONSHIP

33.1 Except to the extent specified in the agreement, neither Party is a partner, agent, or employee of the other.

EXECUTED AS AN agreement:

Signed on behalf of

HAWKE’S BAY REGIONAL COUNCIL

in the presence of:

___________________________
Name

___________________________
Title

___________________________
Name

___________________________
Title

Witnessed by:

Name: ______________________________

Occupation: ______________________________

Address: ______________________________

______________________________

Signed on behalf of HAWKE’S BAY

TOURISM LIMITED in the presence of: ___________________________
Name

___________________________
Director

___________________________
Name

___________________________
Director

Witnessed by:

Name: ______________________________

Occupation: ______________________________

Address: ______________________________

______________________________
Schedule 1

Requirements

1. HBTL will be required to protect its intellectual property and brand in an entity carrying the name HBTL (which may include HBRC). In the event that HBRC is requested by HBTL to hold any intellectual property, HBRC will licence the use of that intellectual property to HBTL for consideration of $1.00 per annum for the period of the Funding Agreement and will re-assign the intellectual property to HBTL on expiry or to HBTL’s nominee.

2. HBTL will have a minimum of two and no more than five directors appointed to the Board at any one time (inclusive of HBRC’s nominee).

3. For the duration of this Funding Agreement, the directors’ fees shall be capped at a maximum of $20,000 (plus GST) for the role of Chairman of Directors and $10,000 (plus GST) for any other director on the Board (excluding HBRC’s nominee whose Director’s fee shall be set at Nil).

Growth Targets and Outcomes

Key Performance Indicators

VISION FOR HAWKE’S BAY TOURISM

• Hawke’s Bay becomes significantly more attractive to New Zealanders and international visitors as a place to visit, do business and to live.

• To become a highly competitive player within the New Zealand tourism industry, increasing Hawke’s Bays market share of both domestic and international visitors and therefore economic contribution to the wider region.

TOURISM SNAPSHOT

Total Visitor Numbers	1,049,554	Source: Commercial Accommodation Monitor (CAM) & Private Household monitor yr end Sept
Average visitor length of stay	2.97 nights	CAM & Private Household monitor yr end Sept
Total Visitor Nights	3,117,175	CAM & Private Household monitor yr end Sept
Average spend per visitor	$127 per day	Ministry of Tourism
Total Direct Visitor expenditure	$396m	Ministry of Tourism
Total regional GDP contribution	$373m (6% of Hawke’s Bay GDP)	Economic Solutions Report
Total regional employment contribution (FTE)	7,579 (10% of Hawke’s Bay employment)	Economic Solutions Report

Key Performance Indicators for Hawke’s Bay Tourism – 3 Year Plan

WORKSTREAM	2011-2012		2012-2013	2013 - 2014
HAWKES BAY TOURISM
Establishment of a new Regional Tourism Organisation for Hawke’s Bay	Full coordination of 2 entities Communication and full regional engagement.	· Continue to build confidence and credibility through better planning, industry communication and proven results. · Build joint campaigns through partnerships within Hawke’s Bay to best profile the region and spend efficiently.		· Full integration of all Hawke’s Bay tourism entities under one umbrella brand. · Community endorsement & recognition of the value of tourism to the region.
BRAND
	Establish a “Hawke’s Bay” brand and relevant communication tagline.		Full integration of all Hawke’s Bay tourism entities under one umbrella brand.	Wide recognition of the Hawke’s Bay brand and subsequent tourism advertising.
CONSUMER MARKETING
Consumer Marketing - Undertake awareness and tactical promotional activity to target key segments to grow visitor numbers to the region	· Increase visitor nights by 1% - this equates to 31,157 additional guest nights and 10,490 additional visitors. · Increase total visitor expenditure by 2% which equates to $7.92m in additional revenue to Hawke’s Bay. · Build at least 2 consumer campaigns targeting the domestic market through partnerships within Hawke’s Bay to best profile the region and spend efficiently. · Work with Tourism Wellington on building Hawke’s Bay’s profile within Sydney and Melbourne.		· Increase visitor nights by 1% - this equates to 31,483 additional guest nights and 10,600 additional visitors. (Numbers are cumulative and will need to be reviewed annually based on national trends and economic climate). · Increase total visitor expenditure by 2% which equates to $8.07m in additional revenue to Hawke’s Bay. · Build at least 2 consumer campaigns targeting the domestic market through partnerships within Hawke’s Bay to best profile the region and spend efficiently. · Work with Tourism Wellington on building Hawke’s Bay’s profile within Sydney and Melbourne.	· Increase visitor nights by 1% - this equates to an additional 31,800 additional guest nights and 10,700 additional visitors. (targets will need to be reviewed annually based on national trends and economic climate). · Increase total visitor expenditure by 2% which equates to $8.2m in additional revenue to Hawke’s Bay. · Build at least 2 consumer campaigns targeting the domestic market through partnerships within Hawke’s Bay to best profile the region and spend efficiently. · Work with Tourism Wellington on building Hawke’s Bay’s profile within Sydney and Melbourne.
Host domestic & international media	Deliver 15 media famils within the region which will result in increased media coverage for the region within targeted international and NZ publications and online.		Deliver 15-20 media famils within the region which will result in increased media coverage for the region within targeted international and NZ publications and online.	Deliver 15-20 media famils within the region which will result in increased media coverage for the region within targeted international and NZ publications and online.
Digital Strategy	· Increased traffic to official website by 35% - this equates to an additional 10,500 additional unique user sessions per annum. · Increased content on third party websites. · Undertake full review of current website www.hawkesbaynz.com to determine ideal future for meeting consumer needs and how best to monetize the website. · Optimise search capability and undertake search marketing and develop social channels to grow database of potential travellers.		· Increase traffic to official website by 20% - this equates to an additional 8000 unique user sessions per annum. · Increased content on third party websites. · Continually implement changes to the site to optimize revenue generation. · Optimise search capability and undertake search marketing and develop social channels to grow database of potential travellers.	· Increased traffic to official website by 10% - this equates to an additional 5000 unique user sessions per annum. · Increased content on third party websites · Continually implement changes to the site to optimize revenue generation. · Optimise search capability and undertake search marketing and develop social channels to grow database of potential travellers.
Research	· Develop a dashboard of relevant information and key performance indicators for key stakeholders utilising existing research sources. · Communicate quarterly reporting to the industry and stakeholders about latest visitor information and research.		· Develop a dashboard of relevant information and key performance indicators for key stakeholders utilising existing research sources. · Communicate quarterly reporting to the industry and stakeholders about latest visitor information and research.	· Develop a dashboard of relevant information and key performance indicators for key stakeholders utilising existing research sources. · Communicate quarterly reporting to the industry and stakeholders about latest visitor information and research.
Consumer Shows – present Hawke’s Bay to target audiences via showcasing key experiences	· Attend at least one consumer show to raise awareness for Hawke’s Bay. · Review further opportunities to showcase Hawke’s Bay at relevant consumer shows.		· Attend at least one consumer show to raise awareness for Hawke’s Bay · Review further opportunities to showcase Hawke’s Bay at relevant consumer shows.	· Attend at least one consumer show to raise awareness for Hawke’s Bay. · Review further opportunities to showcase Hawke’s Bay at relevant consumer shows.
TRADE MARKETING
Attend key trade events domestically and internationally Manage and facilitate convention bureau functions to increase business tourism Facilitate Cruise promotion, liaison and determine product opportunities	· Attend at least five trade events in NZ and offshore - Kiwi Links UK/Europe, Explore x2, Meetings, TRENZ resulting in increased profile of Hawke’s Bay experiences to enable travel sellers to brochure and market the region in at least 15 more travel sellers programmes. · For the Conference Market - increase delegate days to Hawke’s Bay by 1%. · Increase cruise tourism product sold in Hawke’s Bay for day excursions resulting in additional spend by cruise passengers into the region.		· Attend at least five trade events in NZ and offshore - Kiwi Link USA, Explore x2, Meetings, TRENZ resulting in increased profile of Hawke’s Bay experiences to enable travel sellers to brochure and market the region in at least 15 more travel sellers programmes. · For the Conference Market - increase delegate days to Hawke’s Bay by 1%. · Increase cruise tourism product sold in Hawke’s Bay for day excursions resulting in additional spend by cruise passengers into the region.	· Attend at least five trade events in NZ and offshore - Kiwi Link UK/Europe, Explore x2, Meetings, TRENZ resulting in increased profile of Hawke’s Bay experiences to enable travel sellers to brochure and market the region in at least 15 more travel sellers programmes. · For the Conference Market - increase delegate days to Hawke’s Bay by 1%. · Increase cruise tourism product sold in Hawke’s Bay for day excursions resulting in additional spend by cruise passengers into the region.
Host key travel sellers in the region to experience the product first hand	Host at least 10-15 key trade partners to increase profile of Hawke’s Bay experiences to enable travel sellers to brochure and market the region.		Host at least 10-15 key trade partners to increase profile of Hawke’s Bay experiences to enable travel sellers to brochure and market the region.	Host at least 10-15 key trade partners to increase profile of Hawke’s Bay experiences to enable travel sellers to brochure and market the region.
PRODUCT DEVELOPMENT
Use visitor research to understand key product gaps and create a plan to develop new opportunities	· Deliver at least three new export ready tourism products to fill gaps in cultural product, food tours, and cruise passenger experiences. · Create at least 6 workshops per year to up skill the tourism sector to better grow their business. · Create start-up toolkit, grow export ready businesses, quality assurance and customer service standards and identify product gaps.		· Deliver at least three new export ready tourism products to fill gaps in cultural product, food tours, and cruise passenger experiences. · Create at least 6 workshops per year to up skill the tourism sector to better grow their business. · Revise tool-kit for tourism businesses.	· Deliver at least three new export ready tourism products to fill gaps in cultural product, food tours, and cruise passenger experiences. · Create at least 6 workshops per year to up skill the tourism sector to better grow their business.

EVENTS

Events - Provide a vision and direction which supports and reinforces regional marketing, economic development and tourism activities and maximises the positive profile of the Hawke’s Bay region for the community and domestic and international visitors.

Enables the planned development of a programme of events that has calendar and market spread and maximises the utilisation of regional venues.

Provide a rationale for investment and support and a platform to maximise the benefits across the region.

· RTO contracts part time Events coordinator.

· Consolidate the Events Calendar via hawkesbaynz.com.

· Coordination around event planning – investigate options for a centralised booking system for venues to ensure spread of events across the year and better coordination of events to ensure good visitor spread.

· Pitching tools developed to assist with bidding of existing and new events.

· Event Advisory Group established – 6 independent advisors retained for their event expertise and influence plus one RTO stakeholder.

· Criteria established for new event attraction.

· Event Advisory Group directing regional events strategy in conjunction with RTO.

· Full-time coordinator employed – funded by Event stakeholders.

· Coordination of events calendar and use of facilities.

· Funding streams sought by those on Advisory Group.

· Active pitching of events to fill off-season calendar.

· Hawke’s Bay established as an “Events” region for not only hosting a varying array of events but delivering them to visitors and locals to the highest standard and to ensure their long-term sustainability.

· Advisory Group continues to influence Events direction for the region with the RTO.

· Full-time coordinator employed – funded by Event stakeholders.

· Funding streams sought by those on Advisory Group.

· Active pitching of events to fill off-season calendar.

Schedule 2

Funding and Administration Costs

1. Funding amount (exclusive of GST): $2.55 million

2. Funding Instalment (exclusive of GST):

For the Financial

Year 2011/12 $ 850,000

Year 2012/13 $ 850,000

Year 2013/14 $ 850,000

Any dispute arising over the issue of funding will be referred to the dispute resolution process prescribed in clause 19.

HB Tourism Constitution

Attachment 2

1 CAPACITY AND EFFECT

1.1 Rights, powers and duties: The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act, except to the extent they are negated or modified, in accordance with the Act, by this constitution.

1.2 Full capacity: Subject to this constitution, the Act, any other enactment and the general law, the Company has full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act, or enter any transaction.

2 RIGHTS ATTACHING TO SHARES

2.1 Shares: Subject to clause 2.2, a Share is an ordinary share in the Company and confers on the holder:

a. the right to 1 vote on a poll at a meeting of the Company on any resolution, including any resolution:

i. to appoint or remove a Director;

ii. to alter the constitution;

iii. to approve a Major Transaction;

iv. to approve an amalgamation of the Company under section 221 of the Act; and

v. to put the Company into liquidation;

b. the right to an equal share in dividends authorised by the Board;

c. the right to an equal share in the distribution of the surplus assets of the Company on a per Share basis; and

d. the right to receive notice of and attend every meeting of Shareholders.

2.2 Changes via terms of issue: Subject to section 53 of the Act, the rights specified in clause 2.1 may be negated, altered, or added to by the terms on which the Share is issued.

3 ISSUE OF SHARES

3.1 Board may issue Shares: Subject to the provisions of the Act and this constitution, the Board may issue additional Shares (and rights or options to acquire Shares) of any class (including redeemable Shares) at any time, to any person and in such numbers as the Board thinks fit.

3.2 Section 45 of the Act: Section 45 of the Act shall not apply so that the Company may issue Shares so as to alter the voting and distribution rights as between Shareholders without first offering those Shares to existing Shareholders.

4 OTHER MATTERS RELATING TO SHARES

4.1 Consolidation and subdivision of Shares: The Board may, with the approval of the Shareholders:

a. consolidate and divide the Shares in proportion to those Shares; or

b. subdivide the Shares in proportion to those Shares.

4.2 Company may purchase Shares: The Company may purchase or otherwise acquire Shares issued by it from one or more Shareholders in accordance with, and subject to, sections 59 to 65, 107, 108 and 110 to 112 of the Act, and may hold the acquired Shares in accordance with sections 67A to 67C of the Act.

4.3 Call on Shares: The Board may, following consultation with the Shareholders, make calls as it thinks fit in respect of all moneys unpaid on Shares that are not, by the terms applicable to the Shares, payable at a specified time or times under this constitution or the terms of issue of those Shares or any contract for issue of those Shares. The Board may revoke or postpone a call before payment is received. Schedule 1 governs calls on Shares that are not fully paid Shares.

4.4 Forfeiture of Shares where calls or other amounts unpaid: The Board may commence procedures in accordance with Schedule 1 for forfeiture of any Shares if the holder of those Shares fails to pay:

a. a call, or an instalment of a call, on those Shares; or

b. any amount that is payable under this constitution or the terms of issue of those Shares or any contract for the issue of those Shares.

4.5 Company’s lien: The Company has a lien on Shares that are not fully paid Shares and the proceeds of sale of such Shares on the terms set out in Schedule 1.

5 TRANSFER OF SHARES

5.1 Transfer of Shares: Subject to any restriction contained in this constitution and to the terms on which the Share is issued, a Shareholder may transfer any Share to another person by an instrument of transfer.

5.2 Restriction on transfer: Except as provided in clause 5.10, no Shares may be sold or transferred by any Shareholder, liquidator, official assignee or personal representative of any Shareholder, unless and until the rights of pre-emption set out in Schedule 3 have been exhausted.

5.3 No undermining: A Shareholder must not do anything that has the purpose or effect of undermining or circumventing the restriction on the transfer of Shares set out in clause 5.2.

5.4 Transferor to remain holder until registration: The transferor of a Share will remain the holder of the Share until the name of the transferee is entered in the share register of the Company.

5.5 Form of transfer: Every instrument of transfer of Shares must comply with all of the following provisions:

a. the form of the instrument of transfer must be any usual or common form or any other form approved by the Board;

b. the instrument of transfer must be signed or executed by or on behalf of the transferor; and

c. where the Shares being transferred are not fully paid up, the instrument of transfer must also be signed by, or on behalf of, the transferee.

5.6 Delivery to Company: An instrument transferring Shares must be delivered to the Company or to the agent of the Company who maintains the share register of the Company, together with the share certificate (if any) relating to the Shares to be transferred. The transferee must provide such evidence as the Board or the agent reasonably requires proving the title of the transferor to, or right of the transferor to transfer, the Shares.

5.7 Registration of transfer: On receipt of a form of transfer in accordance with clause 5.6, the Company must as soon as practicable enter the name of the transferee on the share register as holder of the Shares, unless:

a. the Board resolves within 10 working days of receipt of the transfer to refuse or delay the registration of the transfer, and the resolution sets out in full the reasons for doing so;

b. notice of the resolution, including those reasons, is sent to the transferor and to the transferee within 5 working days of the resolution being passed by the Board; and

c. the refusal or delay in the registration is permitted or required (as the case may be) by clause 5.8 or 5.9.

5.8 Power of Board to refuse or delay registration: The Board may refuse or delay the registration of a transfer of any Share for any of the reasons set out below:

a. the Company has a lien on the Share;

b. the Share is not fully paid up;

c. the form of transfer is not accompanied by the certificate for the Share to which it relates (if a certificate has been issued) and such other evidence as the Directors may reasonably require of the right of the transferor to make the transfer;

d. the holder of the Share has failed to comply with the terms of any contract with the Company relating to the Share; or

e. the Board considers that it would not be in the best interests of the Company to do so.

5.9 Requirement to refuse registration: The Board must refuse the registration of a transfer of any Share if clause 5.2 has not been complied with.

5.10 Transfers to Relatives and Related Companies: The restrictions in clause 5.2 do not apply to any Shares that are transferred:

a. by a Shareholder to any child, adopted child, grandchild, wife or husband of the Shareholder or to a trustee of any trust which is, in the opinion of the Board, exclusively or principally for the benefit of any of those persons;

b. where the Shares are the property of a trust and the sale, transfer or other disposition is:

i. required by a change in the trustees of that trust; or

ii. from a trustee to a primary beneficiary of that trust;

c. to a wholly owned and controlled entity of the Shareholder transferor; or

d. by a Shareholder to any person if the transfer is approved, in writing, by all Shareholders.

5.11 Change of control: Where a company is a Shareholder (whether solely or jointly with others) and its Shares in the Company comprise the majority of its assets then, unless clause 5.10 applies, a transfer of a controlling interest in that Shareholder (whether by one or by a series of transactions) will constitute a deemed transfer of the Shareholders’ Shares and the Shareholder shall be required to give the Directors a Transfer Notice (as that term is defined in clause 1 of Schedule 3) at the effective indirect consideration paid (or to be paid) for the Shareholder’s Shares, or, if that cannot be readily assessed and evidenced to the Board's satisfaction, the Board may substitute "fair value" for the Shareholders’ Shares as assessed by a suitably qualified independent valuer appointed by the Board.

6 TRANSMISSION OF SHARES

6.1 In the event of death, bankruptcy or winding up of a Shareholder, the personal representative, trustee, liquidator or receiver as the case may be shall give to the Board a Transfer Notice (as that term is defined in clause 1 of Schedule 3) in respect of all Shares registered in the name of the Shareholder at "fair value" for the Shares as assessed by a suitably qualified independent valuer appointed by the Board.

7 MEETINGS OF SHAREHOLDERS

7.1 Annual general meetings: An annual general meeting of Shareholders is to be held :

a. not later than 6 months after the balance date of the Company; and

b. not later than 15 months after the previous annual meeting.

7.2 Resolution in lieu of AGM: It will not be necessary for the Company to hold an annual general meeting of Shareholders if everything required to be done at that meeting (by resolution or otherwise) is done by resolution in accordance with clause 7.4.

7.3 Special meetings: A special meeting of Shareholders may be called at any time by the Board and must be called by the Board if requested by Shareholders holding Shares carrying together not less than 10% of the voting rights entitled to be exercised in any of the questions to be considered at the meeting of the Shareholders.

7.4 Resolution in lieu of meeting: A resolution in writing signed in accordance with section 122 of the Act is as valid as if it had been passed at a meeting of Shareholders.

7.5 Procedure at meetings: The provisions of the First Schedule to the Act govern proceedings at all meetings of Shareholders.

8 APPOINTMENT AND REMOVAL OF DIRECTORS

8.1 Minimum and maximum numbers: Unless and until otherwise determined by an ordinary resolution of the Company the maximum number of Directors is 5.

8.2 Directors: On the adoption of this constitution, the Directors are those persons named as Directors on the Company's register of directors.

8.3 President of HBWCTAI ex officio a Director

The President of Hawke’s Bay Wine Tourism Association Incorporated (“HBWCTAI”) shall be appointed ex officio a Director of the Company for as long as he or she holds that office.

8.4 HBRC Funding Agreement and Appointment Rights

For as long as the Company is bound by a Funding Agreement with Hawke’s Bay Regional Council (“HBRC”) that provides for the appointment of a Director nominated by HBRC:

a. HBRC shall be entitled to appoint one (1) Director to the Board of the Company (including the right to appoint and remove and nominate alternates for the term of the Funding Agreement) whose remuneration shall be borne by HBRC and who shall enjoy office until the expiry of the Funding Agreement at which time, unless agreed to by the shareholder(s) of the Company, shall immediately tender his or her resignation;

b. The salary levels of the other Directors of the Company shall be capped at $10,000 plus GST (if any) per annum.

c. The salary level of the Chairman of Directors shall be capped at $20,000 plus GST (if any) per annum.

d. The Company shall not, without the consent of HBRC (through its Chief Executive) in writing do any of the following things:

i. Alter the Constitution of the Company;

ii. Alter the shareholding so as to change the effective control of the Company;

iii. Change the name of the Company;

iv. Assign the intellectual property or any interest in the intellectual property of the Company to a third party;

v. Sell the undertaking of the Company or otherwise enter into a major transaction as defined in the Companies Act 1993.

vi. Pass a resolution with the effect of voluntarily liquidating the Company.

8.5 Shareholders may appoint Directors: Subject to clauses 8.3 and 8.4, any person who is not disqualified under the Act may be appointed as a Director by:

a. a written notice to the Company signed by Shareholders holding Shares carrying together more than 50 percent of the voting rights entitled to be exercised on any resolution to appoint a Director; or

b. an Ordinary Resolution.

8.6 Term of appointment: A Director holds office until his or her resignation, disqualification or removal in accordance with this constitution and the Act.

8.7 Shareholders may remove Directors: Save in respect of any Director appointed under clause 8.4, any Director may be removed from office by:

a. a written notice to the Company signed by Shareholders holding Shares carrying together more than 50 percent of the voting rights entitled to be exercised on any resolution to remove a Director; or

b. an Ordinary Resolution passed at a meeting called for the purpose of, or for purposes that include, removal of the Director.

8.8 Notices of appointment or removal of Directors: Any notice of appointment or removal of a Director may be comprised in one or more written notices. The notice takes effect from the time it is served on the Company in accordance with the Act or from such later time as the notice states that it is to take effect.

8.9 Vacation of office: A Director vacates office if any of the following occurs:

a. the Director resigns by notice in writing to the Company. The notice is effective when it is received by the Company or at a later time specified in the notice;

b. the Director is removed from office in accordance with clause 9.5;

c. the Director becomes disqualified from being a Director under section 151 of the Act;

d. the Director becomes of unsound mind, or becomes subject to an order under the Protection of Personal and Property Rights Act 1988;

e. the Director dies; or

f. the Director has for more than 3 months been absent without permission of the Directors from meetings of the Directors held during that period and the other Directors resolve that his or her office be vacated by reason of that absence.

8.10 Shareholder notice: The Board must notify the Shareholders when a Director vacates office.

8.11 Alternative Directors: Any Director (or in the case of the HBRC-appointed Director, HBRC) may, at any time by written notice to the Company, appoint any person who is not already a Director, and who is approved by the majority of the other Directors, to act as an alternate for the Director, either for a specified period, or generally during the absence or inability to act from time to time of the Director. The following provisions will apply to an Alternate Director:

a. the appointment may at any time be revoked by written notice of the Director in whose place the Alternate Director acts, and is automatically revoked when the Director in whose place the Alternate Director acts vacates office;

b. unless otherwise provided by the terms of the appointment, the Alternate Director:

i. has the same rights, powers and privileges (including the power to sign resolutions of Directors, and the power to execute documents on behalf of the Company); and

ii. must discharge all the duties and obligations,

of the Director in whose place he or she acts; and

c. every person acting as an Alternate Director shall alone be responsible to the Company for the Alternate Director’s own acts and defaults and the Alternate Director shall not be deemed to be the agent of the Director in whose place the Alternate Director acts.

8.12 Remuneration for Alternative Directors: Each Alternate Director:

a. shall not, except by virtue of an agreement with the Director whom he or she represents entitling him or her to part of the remuneration which would otherwise be payable to such Director, be entitled to receive any remuneration from the Company; and

b. shall be entitled to have expenses incurred in attending meetings of the Directors and otherwise in relation to the discharge of duties reimbursed by the Company.

9 DIRECTORS’ MEETINGS

9.1 The Third Schedule to the Act relating to the proceedings of a Board does not apply to the Company. Schedule 2 of this constitution governs those proceedings.

10 POWERS AND DUTIES OF DIRECTORS

10.1 Management of Company: The business and affairs of the Company must be managed by, or under the direction or supervision of, the Board.

10.2 Exercise of powers by Board: The Board may exercise all the powers of the Company that are not required, either by the Act or this constitution, to be exercised by the Shareholders or any other person.

10.3 Compliance with constitution: Despite clauses 10.1 and 10.2, the business and affairs of the Company must be managed in accordance with the applicable provisions of this constitution.

10.4 Delegation of powers: The Board may delegate to a committee of Directors, a Director, an employee of the Company, or to any other person, any one or more of its powers, other than a power set out in the Second Schedule to the Act. In exercising the Board’s delegated powers, a delegate must comply with any requirement imposed on the delegate by the Board.

10.5 Appointment of attorney: The Company may exercise the power conferred by section 181 of the Act to appoint a person as its attorney, either generally or in relation to a specified matter. A power of attorney may contain such provisions for the protection of persons dealing with the attorney as the Board thinks fit, and may also authorise any attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

10.6 Ratification by Shareholder: Subject to section 177 of the Act, the Shareholders, or any other person in whom a power is vested by this constitution or the Act, may ratify the purported exercise of that power by a Director or the Board in the same manner as the power may be exercised. The purported exercise of a power that is ratified under this clause is deemed to be, and always to have been, a proper and valid exercise of that power.

10.7 Directors to act in good faith: A Director, when exercising powers or performing duties must act in good faith and in what the Director believes to be the best interests of the Company.

11 INTERESTED DIRECTORS

11.1 Disclosure of interests: A Director must comply with the disclosure of interest requirements of section 140 of the Act but failure to comply with that section does not affect the validity of any contract or arrangement entered into by the Company.

11.2 Interested Directors may vote: A Director who is interested in a transaction entered into, or to be entered into, by the Company may do any of the following:

a. Vote on any matter relating to the transaction.

b. Attend a meeting of the Board at which any matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum.

c. Sign a document relating to the transaction on behalf of the Company.

d. Do any other thing in his or her capacity as a Director in relation to the transaction.

12 DIRECTORS’ REMUNERATION AND OTHER BENEFITS

12.1 Authorisation of payment or other benefit: The Board may exercise the power conferred by section 161 of the Act to authorise any payment or other benefit of the kind referred to in that section with the approval of Shareholders or with the approval in writing of Shareholders holding at least 50.1% of voting Shares.

12.2 Expenses: Each Director will be entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the Director in connection with the Director’s attendance at meetings or otherwise in connection with the Company’s business and the Board may authorise such payments without Shareholder approval.

13 INDEMNITY AND INSURANCE

13.1 Indemnity for Directors: Every Director will be indemnified by the Company for any costs referred to in section 162(3) of the Act and any liability or costs referred to in section 162(4) of the Act.

13.2 Indemnities and insurance: In addition to the indemnity set out in clause 14.1, the Company may with the approval of Shareholders and, in the case of clause 13.2c, with the prior approval of the Board, do any of the following:

a. indemnify an employee of the Company for any costs referred to in section 162(3) of the Act;

b. indemnify an employee of the Company in respect of any liability or costs referred to in section 162(4) of the Act; or

c. effect insurance for a Director or employee of the Company in respect of any liability or costs referred to in section 162(5) of the Act.

13.3 Duty to certify: The Directors who vote in favour of authorising insurance under clause 13.2(c) shall sign a certificate stating that, in their opinion, the cost of effecting the insurance is fair to the Company.

13.4 Interests Register: The Directors shall ensure that particulars of any indemnity given to, or insurance effected for, any Director or employee of the Company or related company, are promptly entered in the Interest Register.

13.5 Definitions: Words given extended meanings by section 162(9) of the Act have those extended meanings in this clause 13.

14 REPORTING

14.1 Annual report: Within 5 months after the end of each financial year, the Board must deliver to the Shareholders a report on the Company's operations during that year. That report must include the information required to be included by section 211 of the Act.

15 METHOD OF CONTRACTING

15.1 Deeds: A deed to be entered into by the Company may be signed on behalf of the Company by any of the following:

a. two or more Directors of the Company;

b. a Director, or other person or persons authorised to do so by the Board, whose signature or signatures must be witnessed; or

c. one or more attorneys appointed by the Company in accordance with section 181 of the Act.

15.2 Written contracts: An obligation or contract, which is required by law to be in writing and any other written obligation or contract which is to be entered into by the Company, may be signed on behalf of the Company by a person acting under the Company's express or implied authority.

15.3 Other contracts: An obligation or contract may be entered into on behalf of the Company orally by a person acting under the Company's express or implied authority.

16 LIQUIDATION

16.1 Distribution of surplus: Subject to the rights of any Shareholders and to the terms on which their Shares are issued and to clauses 16.3 to 16.5 (inclusive), upon the liquidation of the Company the surplus assets of the Company (if any) are to be distributed among the Shareholders entitled to those assets in proportion to their shareholding.

16.2 Requiring payment on Shares: If any Shareholder's Shares are not fully paid up, the liquidator of the Company may require those Shares to be fully paid up before the Shareholder receives any distribution of the surplus assets of the Company in respect of those Shares.

16.3 Distribution in kind: With the approval of the Shareholders, the liquidator of the Company may divide amongst the Shareholders in kind the whole or any part of the assets of the Company (whether or not they are of the same kind).

16.4 Process for distribution in kind: For that purpose, the liquidator may:

a. attribute values to assets as the liquidator considers appropriate; and

b. determine how the division will be carried out as between Shareholders.

16.5 Trusts: With the approval of Shareholders, the liquidator may vest the whole or any part of any surplus assets of the Company in trustees upon trust for the benefit of Shareholders. The liquidator may determine the terms of the trust.

17 NOTICES

17.1 Manner of sending: Any notices, reports, accounts or documents required to be sent to a Shareholder must be sent in the manner set out in section 391 of the Act.

17.2 Notices to joint holders: A notice may be given by the Company to the joint holders of a Share in the Company by giving the notice to the joint holder named first in the Share register in respect of the Share.

18 DEFINITIONS

18.1 Definitions: In this constitution:

Term	Meaning
Act	the Companies Act 1993.
Alternate Director	a person appointed in accordance with this constitution to act in place of a Director.
Board	the Directors who number not less than the required quorum, acting together as a board of Directors.
Company	Hawke’s Bay Tourism Limited.
Director	a person appointed as a director of the Company in accordance with clause 8 of this constitution.
Disposal	includes any sale, assignment, exchange, transfer, loan, lease, surrender of lease, licence or parting with possession of, or the granting of any option, right or interest, or any agreement for any of the above (but excludes any such transaction which arises in relation to a Security Interest).
HBRC	Hawke’s Bay Regional Council
HBWCTAI	Hawke’s Bay Wine Country Tourism Association Incorporated
Security Interest	has the meaning set out in section 17 of the Personal Properties Securities Act 1999.
Share	A share issued, or to be issued, by the Company.
Shareholders	those persons whose names are entered in the share register of the Company as the holder of Shares.

18.2 Terms defined in Act: Terms defined in the Act have the same meaning when used in this constitution.

18.3 Interpretation: In this constitution, unless the context otherwise requires:

a. an expression referring to writing includes facsimile and electronic communications resulting in permanent visible reproduction;

b. a reference to a “person” includes any company, trust, partnership, joint venture, association, body corporate or public authority;

c. a reference to any legislation or to any provision of any legislation includes:

i. that legislation or provision as from time to time amended, re-enacted or substituted; and

ii. any statutory instruments, regulations, rules and orders issued under that legislation or provision from time to time;

d. a reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this constitution;

e. a reference to “include” or similar words does not imply any limitation;

f. a word that denotes the singular also denotes the plural, a word that denotes the plural also denotes the singular; and

g. the expression “with the approval of the Shareholders” means with the approval of the Shareholders by Ordinary Resolution.

18.4 Conflicts between the Act and this constitution: If there is any conflict between a provision in this constitution and a mandatory provision in the Act, the provision, word or expression in the Act prevails.

Hawke's Bay Regional Archives Report

Attachment 1

hawke’s bay Regional archives

Report by: Douglas Lloyd Jenkins (HBMT) May 2011

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TABLE OF CONTENTS

1 EXECUTIVE SUMMARY. 5

2 INTRODUCTION.. 8

3 BACKGROUND.. 9

3.1 History of reports and relevant organisations 9

3.2 Summary. 12

4 LEGISLATIVE FRAMEWORK. 13

4.1 Public Records Act 2005 (Archives Act 1957 Repealed) 13

4.2 Local Government Act 2002 no 84. 13

5 ARCHIVES. 14

5.1 Who is responsible?. 14

5.2 National context 14

5.3 Regional context 15

5.4 The role of private archives 16

6 CURRENT CONCERNS. 17

6.1 The origin of current concerns 17

6.2 Key concerns 17

6.3 The HBRA solution. 18

7 A STRATEGIC PARTNERSHIP OPPORTUNITY. 22

7.1 Overview.. 22

7.2 HBMAG and the delivery of strategic regional archive needs 22

7.3 Partnership with HBRC.. 23

8 HBRA: THE VISION FOR 2013. 24

8.1 Background. 24

8.2 Level of Service. 25

8.2.1 Hawke’s Bay Regional Archives at HBMAG.. 25

8.2.2 Hours 25

8.2.3 Staffing. 25

8.2.4 Collection Care, Collection Growth, Digitisation. 26

8.2.5 Gallery and Education. 27

8.2.6 Management and Administration of Archive Resources 28

9 APPENDICES. 31

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1 EXECUTIVE SUMMARY

Issues around public archives in Hawke’s Bay have been ongoing for a period of more than twenty years.

Between 1986 and 2010, four reports have been commissioned on the subject, by Hawke’s Bay Regional Council, Napier City Council, Hastings District Council and other associated bodies. Three out of those four reports have recommended Hawke’s Bay Museum & Art Gallery and the Hawke’s Bay Regional Archive held within, as the most able to deliver desired archiving outcomes for the region.

This report concurs with that majority finding.

Obligations around public archives are outlined in the Public Records Act (2005) and the Local Government Act 2002 No 84. The central government approach to regional archiving has been clearly outlined in a number of reports and policy statements. It follows that archiving should be governed by the principle that ‘central government funding is limited to Archives New Zealand, the National Library and Museum of New Zealand Te Papa Tongarewa, and that the responsibility for the protection of regional archives holdings rest with the regions.’

Ongoing concerns around the funding level for public archives in Hawke’s Bay have brought about the emergence of alternative archives schemes, the most recent of these being the Stoneycroft Digital Archive. This report, concurs with previous reports in that the ability of private archives to serve public need and follow best practice principles in archive management and access is highly limited.

Given the high costs associated with archiving, either digital or terrestrial, and in providing public access, a cost recovery model such as that proposed by Stoneycroft Digital Archive seems unlikely to prove a viable option. In addition, many of the issues raised by the Stoneycroft Digital Archive scheme can be addressed with a better understanding of, or more secure funding for archive operations at Hawke’s Bay Museum & Art Gallery. However, it needs to be acknowledged that over the last decade community expectations of public archives, and the level of access to the information they hold have skyrocketed due, in part, to the development of new digital technologies.

While the care of the Hawke’s Bay Museums Trust regional archive collection is jointly funded by HDC and NCC (supplemented by specific project grants from HBRC) Hawke’s Bay Museum & Art Gallery’s public archives services, while regional in intent and audience, are funded in their entirety by Napier City Council. As previous reports have indicated, sustained underfunding of public archive services at Hawke’s Bay Museum & Art Gallery for many years means the institution will not be in a position to meet public expectations on re-opening in 2013 without a significant commitment of ongoing operational funding.

Part 2 of this report outlines opportunities in the establishment of a strategic partnership between Hawke’s Bay Regional Council and the Hawke’s Bay Regional Archive at HBMAG. Responding actively to the needs of the people of Hawke’s Bay the partnership would provide opportunities for the community to engage with and access the HBRA in a range of ways: through a research archive which provides databases, digital and physical access opportunities; an active programme of exhibitions relating to the history of the region in a dedicated exhibition gallery and education programmes for schools, the community and other regional institutions. All aspects of this service would be delivered by qualified, trained staff in accordance with best practice principles in archive management. Through these means the HBRA would not only support the strategic social and cultural wellbeing outcomes of HBRC but other areas of council activity through community education programmes based on allied exhibitions.

The following acronyms are used throughout this report:

HBCT: Hawke’s Bay Cultural Trust

HBMAG: Hawke’s Bay Museum & Art Gallery

HBMT: Hawke’s Bay Museums Trust

HBRA: Hawke’s Bay Regional Archives (held at HBMAG)

HBRA TRUST: Hawke’s Bay Regional Archives Trust

HBRC: Hawke’s Bay Regional Council

HDC: Hastings District Council

NCC: Napier City Council

SDA: Stoneycroft Digital Archive (Hastings)

hawke’s bay Regional archives

PART 1: past debate, present state and future strategy

2 INTRODUCTION

This report was commissioned by the Hawke’s Bay Regional Council (HBRC) to provide an overview of the public archive situation as it applies to Hawke’s Bay. It examines the history of the discussion surrounding the region’s archiving needs, legislative requirements, contextual background and an analysis of the principal issues giving rise to the creation of the Stoneycroft Digital Archives (SDA).

In 2010, a request was received by the HBRC from the Community Foundation Hawke’s Bay for funding to purchase equipment to digitally preserve the region’s oral and pictorial history. This request was declined, however during discussions it was noted that there is an interest in the social history of the region, for example past issues, fashions and entertainment. There was a perceived risk that future generations will not have access to such information if effort and energy is put into preserving legal documents only. It was further felt that there is no current strategy for archiving Hawke’s Bay history that addresses the broad range of archiving needs.

The HBRC has an ongoing relationship with the Hawke’s Bay Museums Trust (HBMT), the Hawke’s Bay Museum & Art Gallery (HBMAG) and the regional archives held there. Consequently the HBMT was called upon to deliver a regional archives strategy in consultation with the Community Foundation Hawke’s Bay and other relevant parties. This report has been prepared to fulfil that request.

In accordance with the terms of reference this report sets out to:

· identify the range of material that is legally required to be archived,

· identify the demand for additional material of historical significance to the region to be archived,

· develop a framework that provides certainty of responsibility and accountability around the preservation of heritage items of legal, historic and social significance to Hawke’s Bay,

· develop a framework that provides certainty of responsibility and accountability for the maintenance of the official records of an organisation,

· assess the resources required to meet the archiving needs of Hawke’s Bay, including identification of additional resourcing requirements, and

· recommend an implementation programme for the long-term preservation and management of archive material.

BACKGROUND

3.1 History of reports and relevant organisations

Issues around archives in the region have been ongoing and the focus of a number of reports. Some of these have examined the broader context of archiving within Hawke’s Bay. Others have concentrated on the role of the Regional Archive facility within HBMAG. Summaries of previous reports of significance are detailed in the table below:

Table 1.1 Archiving Reports

ARCHIVING REPORTS
THOMSON REPORT, 1986
Aim/s	The National Library Thomson report was commissioned by the Napier City Council (NCC) and Hawke’s Bay Cultural Trust (HBCT) to look at the situation and future of the Hawke’s Bay Regional Archives (HBRA) held at the Hawke’s Bay Museum.
Findings/Issues	The report identified the following issues: · lack of security · lack of a strategic conservation plan · cataloguing and organisational issues · overcrowding · insufficient acquisition funds
Recommendations/Results	The report recommended: · an ongoing role for HBCT/HBRA as repository for local organisations · active pursuit of key manuscripts · obtaining all significant publications relating to Hawke’s Bay · relocation as a stand alone facility under HBCT control · establishment of an acquisition budget
HAWKE’S BAY ARCHIVES SURVEY, 1992
Aim/s	Commissioned by the Hawke’s Bay Cultural Trust (HBCT) in association with the HBRC. The report aims to identify who holds archive material within the boundaries of the Hawke’s Bay region, assess the volume and type of historical records held, comment on the condition of the material and quality of storage, and to produce a register to be held at Hawke’s Bay Museum.
Findings/Issues	The main records were minutes and photographs and most were post 1881. Condition and storage quality was generally good.
Recommendations/Results	Recommends that the Register and survey data be restricted for use by Museum staff.

JOHNSON ARCHIVES PROPOSAL REPORT, 1997
Aim/s	Commissioned by the HBRC to investigate the Hawke’s Bay Regional Archives Proposal. States that the report should be viewed as an overview of issues.
Findings/Issues	The report defined legislative requirements and saw territorial authorities as responsible for their own archives: ‘In essence each local authority looks after its own needs but there is no regional perspective on archives and no regional database to link access to information.’ Stated that “HBCT/HBRA is the primary institution charged with the care of archives; historical, cultural and artistic material and is a recognised Regional Repository…” Identifies the core issue as being the lack of suitable archival storage space for community archives and historical material. Notes confusion between the lack of storage for administrative records and archives of local authorities, and a lack of space for community archives. The author adds that the frustrations articulated in the report arose from a perception of the HBRA archives as “the poor relation of the Cultural Trust”.
Recommendations/Results	Recommends the continuation, promotion and development of archival and records management programmes within local authority administration. Emphasised a real need to extend and upgrade the HBCT archives to develop a Regional Archive particularly for the storage of community archives, including colonial, Maori, community groups, sporting groups and other archives without a home such as some business and cultural organisations that had become defunct.
REGIONAL ARCHIVES REPORT, 2004
Aim/s	The report was commissioned by the HBRC, HBCT and Hawke’s Bay Regional Archives Trust (HBRA Trust) to address relevant issues and present viable options for a Regional Archive in Hawke’s Bay.
Findings/Issues	This report largely ignored the recommendations of earlier reports and proposed the creation of a mega-archive facility. It envisioned a single archive repository as an all-inclusive repository for the region including archive collections of HBCT, HBRA Trust and local territorial authorities. The vision for the region was that ‘all archives created in Hawkes Bay be retained in the region’, and included an extended programme designed to return archives to Hawke’s Bay from Archives New Zealand, Wellington.
Recommendations/Results	The creation of a mega-archive failed to proceed due to: · Costs: establishment cost of $5 million with estimated ongoing operating costs of $150 thousand per annum, and · Lack of a suitable site: Napier hospital, old Ministry of Works building and the Colin Library Mission Estate Winery were all considered.
SWIM INFORMATION MANAGEMENT REPORT, 2010
Aim/s	The HBRC employs SWIM Information Management to determine appropriate strategic retention strategies to assist with the effective management of information created and held by the Council.
Findings/Issues	n/a
Recommendations	Essentially, HBRC internal archive issues have been resolved with internal systems installed that ensure HBRC now complies with the requirements of the Local Government Act 2002.

The changing shape and activity of various archival organisations within Hawke’s Bay is explored in the following table.

Table 1.2 Archiving Organisations and Schemes

ARCHIVING ORGANISATIONS AND SCHEMES
HAWKE’S BAY CULTURAL TRUST, 1989 – 2006
Description	HBCT was formed as an independent regional entity for the delivery of cultural services in Hastings and Napier.
Purpose	The HBCT acted as an umbrella organisation with responsibility for: · Hawke’s Bay Museum [& Art Gallery] including archives · Hawke’s Bay Exhibition Centre, Hastings · Faraday Centre of Science & Technology (from 1991)
Actions	Holder of archives and regional collection through period.
HAWKE’S BAY MUSEUMS TRUST, 2006 – Present
Description	From 2006 HBCT limited its role to ‘holding of the regional collection’. Operations of HBCT were transferred to NCC, under the name of Hawke’s Bay Museum & Art Gallery (HBMAG). HBCT changed its name to HBMT in 2010.
Purpose	Ownership of the collection on behalf of the community.
Actions	n/a
HAWKE’S BAY REGIONAL ARCHIVES TRUST, 1998
Description	Initially a splinter group of the NZ Historic Places Trust, later called Hawke’s Bay Regional Archives Trust (HBRA Trust).
Purpose	Emerged as an expression of frustration around the resourcing of HBCT. The feeling being that specific archive interests, particularly local history, were not receiving sufficient attention.
Actions	Accumulated private holdings of archives, received funding from HBRC for rental of ex Ministry of Works building for Port of Napier archives (transferred archives later to HBCT) and acted as a lobby group for a mega-archive complex. Largely inactive by 2005 however still a registered Trust.
HAWKE’S BAY REGIONAL ARCHIVES WORKING PARTY, 1998
Description	A working group comprising representatives of the Hastings District Council (HDC), NCC, HBCT and HBRC.

Purpose

To follow up on where things were at with regard to the Regional Archives Centre and report back to the three authorities involved being the HDC, NCC and HBRC.

Actions

Contributed to a number of reports. No separate action taken.

HBRC PROJECT GRANTS, 2007
Description	A grant of $60,000 per annum for a three year period was awarded by the HBRC to the HBCT. Note this was reduced to $30,000 in the 2009/10 year which resulted in the fund being exhausted May 2010.
Purpose	The purpose of the $60,000pa grant was for operational costs of the Regional Archive including administration, storage and retrieval and the digitisation of archive records.
Actions	Port of Napier archives project completed 2008/09. A digitisation of Daily Telegraph negatives was also partially funded by this grant and was completed prior to the commencement of the redevelopment project in 2011.

***

STONEYCROFT DIGITAL ARCHIVES (SDA) SCHEME, 2009
Description	A project spearheaded by The Community Foundation Hawke’s Bay to establish a regional digital archive at Stoneycroft. Funding to cover rent approved by Hastings District Council by vote in November 2009. (See Appendix A, A Digital Shoebox)
Purpose	To bring together at the Stoneycroft homestead the personal letters, photographs and films of Hawke’s Bay families via a state-of-the-art digital archive.
Actions	Not yet established. Cost of the Stoneycroft archive is double that of the previously proposed mega-archive (‘Regional Archives Report, 2004).

3.2 Summary

Over the last 25 years, four out of five reports commissioned regarding archiving have found that if properly resourced and funded the HBRA governed by the HBMT and managed by HBMAG have the skills, professional training, qualifications and ability to deliver all the desired archiving outcomes for the region.

The changing organisation structure at the Hawke’s Bay Museum for the period it operated under the HBCT umbrella, meant that the archiving facilities and archiving needs did not receive due attention. This resulted in the establishment of alternative archives by external parties rather than support for the growth and improvement of the HBRA. Over the last 25 years HBRA has failed to attain the resourcing needed to solve the problems articulated in the Thomson report (1986). Consequently, the HBRA have struggled to provide the desired levels of preservation, access and stability required under legislation. The redevelopment of the HBMAG site will go some way to resolving many of the issues previously identified.

4 LEGISLATIVE FRAMEWORK

There are two major pieces of legislation governing the maintenance of archival materials in New Zealand: the Public Records Act 2005 and the Local Government Act 2002.

4.1 Public Records Act 2005 (Archives Act 1957 Repealed)

The Archives Act 1957 (the ‘Act’) established 17 approved regional repositories, of which HBMT was one. These were designed to accommodate ex-government records being items deemed not of national significance but of considerable local interest that might otherwise have been destroyed, for example migration, police and school records.

The Act requires public offices to keep records for 25 years after which they must be transferred to Archives New Zealand (previously called National Archives). Archives New Zealand which sources its powers from the Act provides little more than direction or monitoring, although they do have the power to remove material back to Wellington.

As home to a Regional Archive, HBMT has obligations under the Act to ensure that all records that are in its control are:

· preserved – in suitable facilities

· accessible – open, catalogued and staffed, and

· secure – with committed financial and staffing arrangements.

4.2 Local Government Act 2002 no 84

The Local Government Act 2002 obliges local government authorities to provide adequate protection and access to a broad range of their own archives including meeting papers, electoral records, valuation and rating records, and cemetery records. In addition, they are required to protect and have for access all surviving records created before 1945 and any records formerly held by government departments now in the custody of local authorities.

5 ARCHIVES

5.1 Who is responsible?

5.1.1 government (central and local)

Central and local government are responsible for their own records and archives as required by the applicable legislation. The Public Records Act 2005 allows for the release of government records to a recognised archive. In its role as a recognised repository HBMT holds school, police, immigration and port archives amongst others. There is a public right of access to these holdings.

5.1.2 business (including farming)

Businesses look after their own records and archives as determined by their internal management. Defunct records go into the hands of employees, to museums, or are destroyed. The HBMT’s holdings include records of Williams & Kettle, and Waipawa Mail among others, as well as the records of a number of significant farms and stations. The public right of access to these holdings takes effect once they become part of a public collection.

5.1.3 community groups

Community groups also look after their own records and archives as determined by their governance structures. Defunct records either go into the hands of committee members, to museums, or are destroyed. The HBMT holds archives for numerous such groups including the Country Women’s Institute and Napier Bowling Club. As for business archive records public access rights are granted only once they come into a public collection.

5.1.4 family archives

Responsibility lies with the owners with no right of public access until such point as archival material is handed over to museums/public bodies and families relinquish control. Not all family records such as photographs, letters, memoirs, etc, are of interest to public archives. Decisions on the suitability of records for public archives are made by professionals working within a collection framework that links family, government, business and community archives. Public right to access a family archive is granted only once the family’s permission is obtained and the records are incorporated into a public collection.

Please note: During the HBMAG redevelopment project access to the archives collection is limited.

5.2 National context

The report New Zealand’s Documentary Heritage: Preservation and Access 2006 was commissioned by the Hon. Marian Hobbs in response to a growing concern over the state of documentary heritage (archives) in New Zealand institutions, particularly those outside the National Library and Archives New Zealand.

The report highlights the importance and role of archives, stating:

“Documentary Heritage institutions are an important resource for research and scholarship for the national and increasingly for international scholars. These collections provide social and cultural benefits and contribute to the development of national identity as well as forming the basis for creating economic value within communities and the country.”

and identified the users of archives as:

“The amateur researcher seeking local information for genealogical purposes; the business seeking information to support enterprise, those seeking information to support creative projects and Maori seeking information supporting treaty claims.”

The report identified changing expectations of public archives and noted that “demand for improved access to documentary heritage collections has radically increased in the last decade”.

In acknowledging the importance of documentary heritage held outside the national institutions, it generally adopted the direction of the Regional Museum Fund which states that, “the primary responsibility for regional museums rests with the communities in which those museums are located”. The report noted that funding of local facilities is “often insufficient and insecure and generally subsidiary to the parent institutions primary activities”. The report concluded that documentary heritage institutions outside the national institutions were not generally in the best position to meet the increasing demand nor the increasing cost of providing public access to documentary heritage collections.

The report recommended action to provide financial support for archives outside Wellington. A ‘tiered’ system whereby documentary heritage institutions are ranked according to national significance with contestable funding available to tier 2 and 3 institutions was recommended. No such scheme has emerged. The report states that the status quo option identified in the report will have the inevitable outcome that “collections will continue to deteriorate”.

It follows that government funding should be seen as limited to Archives New Zealand, the National Library and the Museum of New Zealand Te Papa Tongarewa, and that responsibility for protection of regional archive holdings rests with the regions.

5.3 Regional context

Archiving within the broader Hawke’s Bay region should be seen as a web of interconnected facilities that operate at different levels and with varying resources appropriate to their role and scale.

Whilst providing co-ordinated facilities, the territorial councils: Central Hawke’s Bay District Council, Hastings District Council (HDC), Napier City Council (NCC), Wairoa District Council and Hawke’s Bay Regional Council (HBRC) each have their own internal archiving strategy in accordance with statutory requirements.

Each council, with the exception of the HBRC, runs a public library facility. The libraries take primary responsibility for local community archiving needs within their current budgets negotiated with their funders. In particular, Napier, Hastings and Havelock North libraries have local history collections or community archives covering their immediate surrounds. Similarly, the Central Hawke’s Bay District Library located in Waipukurau holds a local history collection for that area. Wairoa is the exception to the rule with the Wairoa Museum housing the area’s local history archives rather than the local library.

Each of these territorial authorities runs or is associated with a museum. While the resourcing of libraries is relatively consistent throughout the region, there is a broad spectrum in the funding and provision of museum services, from part-time facilities with volunteer structures, through to HBMAG which is operated by a fully professional staff and responsible for a significant collection.

Lower level volunteer facilities do not have the resources needed to manage the long-term protection of paper archives, which are particularly susceptible to light and temperature. Because of this a hierarchical structure exists whereby HBMT takes responsibility for key books, journals, ephemera and photographs on behalf of the entire region. Maintaining a high level of care at the regional level prevents potential loss of archive material, or its acquisition by national institutions, who find certain Hawke’s Bay holdings desirable.

*** The role and the importance of these holdings are clearly articulated in the Statement of Collection Significance included as part of the Application to the Regional Museums Fund 2010. (See appendix B).

While the care of the HBMT archives collection is jointly funded by HDC and NCC (supplemented by specific project grants by HBRC) HBMAG public archive services while regional in intent and audience are entirely funded by NCC.

Previous reports indicate that sustained years of underfunding of public archives services at HBMAG means it will not be in a position to meet public expectations on re-opening in 2013 without significant ongoing operational funding.

5.4 The role of private archives

There are a number of models for private archives that exist in New Zealand. These are largely attached to large corporate businesses. Air New Zealand and Fletchers, both operate archives intended to serve the needs of those businesses, with limited access provided to external researchers. These are funded by the businesses concerned on a cost recovery basis.

There are some photographic archives attached to newspapers that work on a similar basis and who charge for access to the photographs they hold. For example, The Dominion Post and NZ Herald provide options to search and purchase historic photographs from those publications.

There are no existing successful private enterprise archives upon which to model a new archive facility such as the proposed Stoneycroft Digital Archives (SDA). Given the high set-up and running costs associated with archives, digital or terrestrial, a cost recovery model seems unlikely to prove a viable option for an endeavour of this kind.

6 CURRENT CONCERNS

6.1 The origin of current concerns

The emergence of the Stoneycroft Digital Archives (SDA) proposal can be seen as an attempt to address certain community concerns around regional archiving and as an attempt to provide a solution to perceived problems. These problems are similar to those raised historically by the HBRA Trust and largely reflect concern over the perceived gaps in service levels delivered by the Hawke’s Bay Regional Archives (HBRA) at HBMAG. Those concerns have arisen from a sustained period of under-resourcing of the HBRA. In addition, many of the current concerns expressed arise from a misunderstanding of the strategic infrastructure surrounding archives and the broader role of HBRA within the region.

6.2 Key concerns

Some of the ambitions of the SDA are outside the current parameters of HBRA activity and reflect the ambitions of the mega-archive proposals of the 1990’s that were designed to replicate the National Archives. These schemes were generally over ambitious and financially unsustainable.

The three primary concerns are as follows:

1. Issue: Perceived lack of storage for the HBRA

Response: Although storage facilities at HBRA have been under considerable pressure over the last 20 years this has never prevented HBMT taking in key archives. Short and medium term storage issues are now being addressed by the redevelopment of the HBMAG site and HBRA is well equipped to handle expected archive growth.

Solution: Long term strategic assessment of HBRA storage needs will be undertaken as part of its strategic development. It is currently thought that additional storage facilities will be required within the coming decade after 2013 which will be undertaken given proper planning. Any assessment of additional storage options could address any perceived natural hazard risks. It is recognised that any potential Hawke’s Bay locations could be subject to one or reo natural hazard risks (e.e. flooding, liquefaction, ground shaking, tsunami)

2. Issue: Perceived need to provide digital copies of privately held archives (including oral history and film) and to provide back-up copies of those resources in the event that they are lost

Response: Digital copying of personal property is a capability of the HBRA however the funding and scale required for a regional facility would be enormous. The issue is one of personal responsibility versus local government obligation. As it stands, neither national nor local government has responsibility to care for personal items of property or the ability to provide a copying service for what would amount to literally millions of photographs and documents. The question to be asked is: what is the advantage to the region of providing the widespread copying of personal photographs?

HBRA holds some oral history recordings and historic film, however both require specialist facilities. For that reason the oral history unit at the National Library provides this service for the whole country. Likewise films are cared for at the New Zealand Film Archive in Wellington. Both organisations are funded by central government. Oral recordings and films represent highly replicable media meaning that copies of specific materials can be made available to the region when needed through inter-organisation loans.

Solution: HBRA is able to run education programmes for the public around the care and maintenance of privately held images to ensure their ongoing preservation. HBMAG currently provides this service to local Hawke’s Bay museums and a similar project is running on local marae in partnership with National Services Te Paerangi. Where private archives are deemed to be of regional significance the transfer of those records into HBRA care would be negotiated with the individuals concerned.

HBRA is able to operate as an intermediary directing holdings of oral history and film to and from the two national organisations. HBMAG has a close relationship with both national organisations, particularly the New Zealand Film Archive through the Century Theatre. HBMAG is currently negotiating access to the Film Archives Medianet which will allow for direct download of their holdings to the HBMAG website.

3. Issue: Desire for a searchable record of Hawke’s Bay history that includes reference to the life, times and styles of persons who contributed to the history of the province

Response: The dramatically increased public expectation around access to archives is noted earlier in this report. With a collection of 50,000 photographs and a large holding of letters, diaries and other ephemera (all donated from private sources) the HBRA provides the best resource on which to build a greater understanding of the history of the region. This includes large holdings of material relating to the life, times and styles of people in the region. As it stands, these collections are used by a wide range of visitors to the HBRA and are seen through the exhibition programmes. If a searchable database is deemed desirable by funders HBRA is well placed with both state of the art scanning equipment and a professionally trained archive staff, to provide such a resource.

Solution: The HBRA is fully capable of providing the resource for this sort of database with suitable staff and equipment already in place. As it stands, HBRA is fully capable of delivering the desired outcomes should a decision to fund such a project be made. Alternatively, an active programme of exhibitions, with digital linkages could provide a window into regional history on an event by event basis to build greater regional awareness.

6.3 The HBRA solution

HBRA is well equipped to meet those community needs to which the SDA proposal draws attention. There are many additional benefits to be gained from employing the HBRA to meet those needs rather than establishing an alternative start-up level facility.

HBMT has been collecting regional history for more than a century. Its collection is multi-faceted and among the country’s best and comprises personal, recreational and official archives. It contains the key historical records for the region and will continue to add to its collection over the coming years. Each new addition to the collection has greater contextual relevance and greater impact because it can be seen alongside the other holdings. With such key resources held at HBRA, there is a risk that the SDA could become a secondary repository with less relevant archives of limited interest, and of limited practical use.

The HBRA has a full professional staff of curators, archivists and collection managers equivalent to those of the National Library and Archives New Zealand. These staff are fully qualified, trained, experienced, well-networked and able to deal with the daily demands of an archive. The body of knowledge and expertise created by this collection of staff greatly enhances the capabilities of the HBRA. Establishment of an archive dependent on a newly trained staff of volunteers is a considerably more risky proposition.

The emergence of the proposal for the SDA as a volunteer based community organisation is reflective of a certain level of discomfort among older New Zealanders caught in a changing society. A society in which there is a less obvious position for amateur historians and where cultural and heritage organisations are no longer run by volunteers. Although this sense of discomfort needs to be recognised, volunteer organisations are a significant step back and reliance on them poses a significant risk to the stability of regional archiving.

The stability of HBRA is underpinned by the backing of the NCC and HDC, particularly in the area of collection care. Although the current HBRA scanning facilities are the same as those the SDA would purchase, HBMAG has a specialist server capable of holding enormous quantities of images. This operation is supported by the NCC IT department, with a daily back up by and data storage held outside the region. This level of ongoing stability is something that the SDA could not hope to achieve in the short or medium term without very significant financial and technical support from a funding partner.

HBMAG can bring to the HBRA an active, interpretive staff of educators and curators who can order archives and create comprehensive programmes and exhibitions for the public. Viewing faded family photographs, belonging to any family other than your own, is not an attractive proposition for a Sunday afternoon. Curators are needed to turn images into a story, for example the recent Somebody’s Darling exhibition which used archives to look at the story of the Napier cemetery. HBMAG has won a number of national awards for work of this kind. In addition, HBMAG educators are skilled in shaping school programmes based on collection holdings that bring history to life for the younger generations.

Where the HBRA has a clear advantage over other proposals is in its ability to draw on the larger HBMT collections to contextualise archival records within all HBMAG public activities including research, public programmes and exhibitions.

hawke’s bay REGIONAL archives

PART 2: IMPLEMENTATION

7 A STRATEGIC PARTNERSHIP OPPORTUNITY

7.1 Overview

The commissioning of reports and the preparation of responses to ‘alternative’ archiving schemes has generally deflected resources away from Hawke’s Bay Regional Archives (HBRA), which has suffered sustained underfunding as a result. The reliance on NCC for its entire operational funding has further affected HBRA’s ability to deliver a high level of service for what is a regional facility. Those reports have generally concluded that HBRA is capable of delivery but that a substantially increased level of funding is required for HBRA to meet regional expectations and responsibilities. Thus far inability to secure this funding has proved an insurmountable barrier to the development of the HBRA’s capabilities.

The cumulative effect of this period of ongoing discussion has seen the HBRA fall significantly behind in its ability to service the needs of the Hawke’s Bay community and to meet public expectations. This, in an environment and over a time period, in which public expectation around archive services have sky-rocketed.

With the exception of occasional ‘contestable grants’ [NZ Lotteries, Eastern & Central] the only consistent support for the activities of HBRA has come from Hawke’s Bay Regional Council (HBRC) in the form of project grants. The level of these grants has meant that small inroads have been made into collection needs, however broader operational requirements remain unaddressed.

Further contributions to the development of the Hawke’s Bay Museum & Art Gallery’s (HBMAG) Marine Parade site, HBRC ($2.5million) and HDC (potentially $1million) cover the cost of an improved storage facility but do not address ongoing operational requirements. At the same time the redevelopment of the HBMAG complex can be expected to dramatically increase public expectations of HBRA.

The redevelopment of the HBMAG site, due for reopening in 2013, provides an opportunity to deliver to the community of Hawke’s Bay an archive facility worthy of the region’s historical and contemporary importance. However as it stands, HBRA cannot meet the public need for a regional archive facility without brokering a strategic partnership with a significant regional funder such as Hawke’s Bay Regional Council.

7.2 HBMAG and the delivery of strategic regional archive needs

There is a need for a regional approach where-in a region is defined as more than geographical area, but rather a level of service that reflects a sense of scale and a focussed commitment to quality. It needs to be acknowledged that HBRA is neither a local facility nor a national facility but one that sits in between the two (Local – Regional – National) in terms of scope and quality.

It is equally important that the funding of the HBRA should reflect that position. A potential Hawke’s Bay Regional Council role has been flagged repeatedly because the resourcing of an appropriate regional archive requires working together to achieve something that small communities cannot achieve by working alone.

Many of the problems surrounding the HBRA stem from the under performance of the now defunct HBCT. Since 2006 the HBMAG under NCC control has established itself as a leading cultural institution in the first rank of regional facilities. HBMAG has proved a commitment to quality and to the delivery of excellence. HBMAG has worked with, and delivered to, strategic funding partners. It has received a number of national awards and international opportunities as a result of this. Its importance and performance was most significantly recognised in the Ministry of Culture & Heritage’s grant of $6million from the Regional Museum’s Fund.

HBRC has had ongoing concerns about these issues over the last 25 years. It has clearly identified an interest in the area of archives but has struggled to find a long term partnership with which the council is comfortable. The opportunity now arises for HBRC to join in a partnership that can give real meaning and focus to its community outcomes around culture and heritage.

7.3 Partnership with HBRC

Hawke’s Bay Regional Archive at HBMAG has the ability to meet HBRC goals through an ongoing partnership. Hawke’s Bay Regional Council has two principal reasons for its interest in the future of regional archiving:

1 Its specific need to meet legal requirements for the archiving of material related to the operation of the council as an organisation, and of council-owned organisations

2 The identification of effective and accessible archiving practices, taking advantage of technological developments as one means of ensuring that council’s vision of a vibrant community is achieved. HBRC is committed to regional leadership by adding value and a sense of belonging to the region’s wellbeing. One of the ways it has chosen to do this is through partnership and collaboration with regional organisations such as HBMAG.

Community outcomes are goals that the community considers to be important for its future wellbeing. These are set out in HBRC’s Ten-Year Plan. Of particular relevance to the topic of archiving is the community outcome of “communities that value and promote their unique culture and heritage”.

Hawke’s Bay Regional Archive at HBMAG has the ability to help meet this outcome through a partnership with HBRC. Both HBRC and HBMAG organisations are ‘focused on the people of Hawke’s Bay and responsive to their needs.’ The Hawke’s Bay Regional Archive at HBMAG has the expertise to deliver regional archiving needs with the support of HBRC.

A significant additional advantage of such a partnership is the access to other HBMAG resources for projects which focus on the culture and heritage of Hawke’s Bay. Opportunities exist for HBRC to be involved by marketing itself in the promotion of these projects, and to have input into community education outcomes for them.

Potential HBRC-aligned gallery projects include:

· A history of the Napier-Taupo Road

· A Hawke’s Bay childhood

· Pastoralism, stations and runholders

· Historical aspects of water management

· Wool

· Hawke’s Bay and the Sea – trade, ports, shipwrecks, immigration and whaling

· Stories of Hawke’s Bay Rivers

· Town planning and growth

· A Hawke’s Bay product – locally produced goods, independent department stores.

8 HBRA: THE VISION FOR 2013

8.1 Background

HBMAG has a proud history of regionalism dating back to 1860. It has consistently taken on the role of the lead cultural and history facility for the people of Hawke’s Bay. HBMAG is currently undergoing a long delayed redevelopment. This redevelopment is primarily concerned with addressing issues of storage and care of the regional collection, including those highlighted in earlier reports.

As part of that redevelopment the position of the HBRA within the operating framework of HBMAG is being rethought. As a result of this HBMAG is being reshaped as a regional culture and heritage hub on one island (bordered by Marine Parade and Herschell Street) i.e. four separate but connected entities managed within one brand – HBMAG. These include:

· Museum

· Art Gallery

· HBRA (archives)

· Theatre (music, film, events)

As it stood, the public face of the HBRA was the Berry Library - a small (35 sq metre) space positioned behind the reception desk of HBMAG with the capacity to take 4-6 researchers at any one period.

In the redeveloped HBMAG – the archives will move to the original Louis Hay-designed art gallery building. This will consist of a public reading room, extensive storage facilities and two dedicated archives galleries. In effect the northern end of the HBMAG complex will be devoted to the HBRA, which will have its own entrance on Herschell Street, and be connected internally to the rest of the building.

8.2 Level of Service

8.2.1 Hawke’s Bay Regional Archives at HBMAG

The aim is to continue to operate the HBRA as a research archive. HBRA is not a library (Hawke’s Bay is well catered for by libraries). Other examples of the type of facility proposed include Auckland City Art Gallery Research Library and MacMillan Brown Research Library at University of Canterbury.

The HBRA would primarily be used by:

· Genealogists

· Secondary students undertaking introductory local history

· Tertiary Students undertaking thesis research

· Writers researching publications

· Treaty claim researchers

· Local historians

· Government (local and central) initiated research

· Businesses

· HBMAG and HCAG and other regional museum staff generating exhibitions

Current HBRA research library visitor numbers are 1200-1500 per annum; this number is expected to reach 3000 per annum after 2013.

Overall visits to the HBMAG site are expected to exceed 350,000 per annum, with the number of visitors to exhibitions (including the HBRA galleries) expected to be 100,000 per annum.

8.2.2 Hours

Open hours: Monday - Friday 1.00pm - 5.00pm

This will allow collection work to take place 8.00am -12.00pm and enables staff to provide specialised service.

The provision of an additional Saturday service will be investigated.

The complimentary Regional Archives galleries (Bestall and Octagon) would be open to public with HBMAG. (10.00am- 6.00pm)

It is envisaged that the Regional Archive and galleries will have free access for all. Some specific archives services will attract fees.

8.2.3 Staffing

· 1 x Manager Archives (strategic planning, management, digital oversight etc)

· 1 x 1.0 Archivist (reception, collection management projects, digitisation) [currently NCC funded]

· 2 x 1.0 Assistants (reception, collection management projects, digitisation)

· 1 x 1.0 Curator of Social History (research and preparation of exhibitions) [0.5 NCC funded]

· Archive Volunteers (unpaid) – project based cataloguing etc.

· HBMAG volunteers (unpaid) security, way finding and visitor assistance.

This level of staffing allows for the HBRA to grow under the strategic watch of a dedicated manager – reporting directly to Director HBMAG.

The Archivist would undertake the day-to-day activities of the Archive (these would be similar to the staff employed under HBRC project grants). However, guaranteed funding would remove the stop-go nature of progress.

A Curator of Social History has responsibility for interpreting archive holdings and for providing a changing schedule of exhibitions of regional history in the two galleries provided for this purpose. This role is part funded by NCC for work undertaken in other aspects of the organisation.

Archive Volunteers: As is current practice some volunteers would undertake cataloguing projects and other related archive tasks under the guidance of qualified staff.

HBMAG volunteers: These are part of the customer services team of HBMAG and would assist in way finding and security.

8.2.4 Collection Care, Collection Growth, Digitisation

Acquisition of Archives

*** The acquisition of archives (what we collect and from whom) is governed by the collection policies of HBMT, (see Appendix C). These operate in tandem with HBMT Statement of Intent and Collection Strategy documents.

The HBMT Collection Strategy, as it relates specifically to the HBRA notes:

Recognised as a key regional archive under the Archives Act (1953) the archive collection is significant and represents the key area in which HBMT holdings of regional history material are concentrated. These holdings, in both English and Maori languages, include important records of nineteenth century migration and settlement. This includes an extensive collection of maps as well as papers relating to William Colenso. Twentieth century archive holdings detail the development of Hawke’s Bay, included are extensive holdings of station records, and organisational and business archives, such as those of the Port of Napier. Holding of records regarding the 1931 Hawke’s Bay earthquake are significant and remain key to the collection. The archive holds significant architectural archives including those of Robert Lamb, Louis Hay and others.

Acquisition funds

The need for acquisition funds was first flagged in the Thompson report 1986. The current level of funding at $3000pa is inadequate to meet the needs of collection development. Some issues are:

· Key archives need to be acquired in the market place

· Competitive commercial market for archives increasing

· Passive collecting still strong but quality of incoming archives is declining

· Acquisition budget needs to be secured for collection growth

*** An annual acquisition budget of $10,000 is recommended. This would be a direct annual grant from HBRC to the Hawke’s Bay Museums Trust – tagged to the acquisition of archive material and is not included in the forecast operational budgets attached, (see Appendix D).

Databases (arrangement and description of archived materials)

Visitors will have expectations of a 21^st Century facility that are difficult to achieve after 20 years of under–funding. There will be particular expectations around access to information.

The priority for database projects will be to achieve digital on-site databases for visitors so that they can independently search the HBRA collections. In addition complementary, comprehensive databases for HBRA staff would be further developed in order to effectively manage the HBRA collection. (Essential that this is achieved by 2013 for the re-opening of HBMAG and launch of the HBRA service).

Digitisation of archives (for access)

Priorities for digitisation projects:

· Key photographic collections eg. 1931 Earthquake images, glass-plate negatives

· Key archives in relation to exhibition and public programming

*** These will be shaped in accordance to the Framework for Good Digitisation in New Zealand (2009), (see Appendix D).

HBRA at HBMAG works to ensure digitisation is seen as a method of access.

Digitisation of archives (for preservation)

These would be determined after a strategic survey assessing levels of need for archived items. Priorities would be the photograph and negative collection, fragile archival material and large format items that are difficult to access such as maps and architectural plans.

8.2.5 Gallery and Education

Archive Gallery (interpretation of archives through a changing exhibition programme)

The dedication of the Bestall Gallery space as a permanent gallery of Regional History, with changing exhibitions, will provide an important method of meeting public expectations around the archive and help tell the archive story. This will help dispel the assumptions and the misconception that HBRA role is limited to that of an ‘official repository’ of dusty legal documents but rather provide a window into the rich collections of the archive. As it stands HBRA holdings of social history archives are extensive and are a key component of the exhibition programme of HBMAG – this will give a focussed home through which to bring archives alive.

Community Education

Learning and education opportunities would extend across all strands of activity of the HBRA at HBMAG, with a focus on the following users of the facility:

1. Regional institutions

A programme of activity focussed on other museums, libraries, tertiary institutions, marae within the region, whereby HBMAG provides, or co-ordinates provision of courses, seminars and workshops around archive needs and services within their own organisations. This is a current HBMAG service.

2. Local community

Run through the HBMAG Public Programmes and Access departments. The local community will have a variety of ways of engaging with the HBRA:

· learning about regional history through interpreted archives in the galleries, associated publications, online materials, special materials for families

· participating in events and programmes related to the changing exhibition programme, which will take place both inside and outside HBMAG

· participating in events and programmes related to care, access, research eg. How to care for works in private collections? How to research family history?

· Undertake self-directed or assisted research in the research archive using digital and original resources

This is an extension of current services.

3. Students

Run through the HBMAG Public Programmes department - schools, tertiary institutions, kindergartens etc will have a variety of ways of engaging with the HBRA.

· Taking part in education programmes delivered by trained educators based on the changing exhibition programmes. These programmes would be developed and delivered depending on student age and teacher needs.

· Self-guided student visits to exhibitions, led by a teacher with a resource pack to aid interpretation and understanding of exhibition subjects and archives as research tools.

· Programmes and opportunities for senior and tertiary students to undertake research projects making use of original or digital records in the research archive

This is an extension of current services.

HBRA at HBMAG has the ability to contribute to HBRC community education outcomes through its public and education programmes. Potentially HBRC aligned gallery projects include:

· Napier-Taupo Road

· Pastoralism, stations and runholders

· Wool – in the regional, economy and creative sectors.

· Hawke’s Bay and the Sea - trade, port, shipwrecks, immigration, and whaling

· Stories of Hawke’s Bay Rivers

· A Hawke’s Bay product – locally produced goods, independent department stores

· Town planning and growth – influences and impacts, Victorian, modernism

8.2.6 Management and Administration of Archive Resources

Archives held by HBRA at HBMAG are the property of the HBMT and are managed under a management agreement with Napier City Council. Items in the collection of HBMT are held in trust for the people of Hawke’s Bay in perpetuity. The HBMT board includes representation by NCC, HDC and Iwi. The management agreement provides for a high standard of care. HBMT reports targets for collection care to both funding councils. HBMT ensures that all legal and moral rights – such as copyright - regarding the use, digitisation and management of HBMT collections are considered and enacted from both ownership and public use perspectives.

8.2.7 Budgets

Two alternative approaches to the budgeting of this plan are proposed below.

Both models are on a 10 year funding cycle – designed to co-ordinate with HBRC 10-year plan.

In both cases HBRC funding agreement is with HBMT.

a. Total Funding Model

· The HBRC takes over responsibility for the funding of the operations of HBRA. KPI’s are established in an agreement between HBMT and HBRC, and are reported annually.

· HDC and NCC continue to fund collection care.

· NCC’s operational funding is limited to that of the Museum & Art Gallery, Cinema and Theatre functions of HBMAG.

· HBMT contracts operations of HBRA through a management agreement.

· In this model, costs met by HBRC would include staffing and other operational costs but also include a portion of HBMAG building and administrative overheads where those relate to Archive spaces and staffing.

· NCC manages all HBMAG and Archive staff.

b. Partial Funding Model

· The HBRC agrees to partially fund the operation of HBRA. KPI are established in an agreement between HBMT and HBRC and reported annually.

· HDC and NCC continue to fund collection care.

· NCC’s operational funding covers all HBMAG activities, but is assisted in targeted funding from HBRC in the operation of the Archives.

· NCC meets HBMAG building and administrative overheads where those relate to Archive spaces.

· NCC manages all HBMAG and Archive staff.

9 APPENDICES

A STONEYCROFT DIGITAL ARCHIVES (SDA) SCHEME, 2009

- Digital Shoebox by James Morgan

B HBMT Statement of collection Significance

C HBMAG Collection Policy

D A Framework for Good Digitisation in New Zealand

Summary of Submissions Received

Attachment 3

SUMMARY OF SUBMISSIONS ON PROPOSED INVESTMENT COMPANY

*Submission Number*	*Submitter Name and Organisation*	*Contact Details*		*Wish to be heard*		*Support/oppose proposal*		*Submission details*		*Decision sought*
1	Robert Burnside	P O Box 7305, Taradale		Yes		Qualified Support		Council assets should not be under control of unelected representatives who may act without public mandate Certainty sought around income and requirement to deliver to Council Leasehold land commentary		Seeks clarity on councillor representation (numbers) Include requirement for compulsory income delivery in Statement of Intent Clarity on tax savings Allow lease holders to purchase their land Greater proposal for dam project
2	Tricia & Denys Caves Rural and Urban/ Wairoa and Napier ratepayers	48 Kopu Rd Wairoa 4108		Yes		Oppose		Accountability and transparency for ratepayers needed in investment management – current proposal “closed shop” approach		Reject investment company proposal Consider making annual financial distributions from net profits to regional local authorities unencumbered
3	John Warren	PO Box 7276, Taradale Napier 4141		No		Oppose		Use of private investors for regional infrastructure with Council role “encouragement” only Reduction in corporate taxes will mean central govt having to increase its taxes Ring fencing may not fully protect ratepayers		Abandon concept of investment company Encourage fully funded private proposals to carry out development of natural resources
4	Bill Sutton	68 Gloucester St Napier		Not stated		Oppose		Should not establish company until clear information about current investments available Limit to the value of Council investments Only alternative discussed to company is status quo – other options e.g. selling down of PoNL not considered. Claimed advantages and disadvantages of options are unconvincing		Instead of investment company Council develop a strategic investment plan that includes: · General objectives for portfolio · Ten-year targets for income to be provided by investments · Specific objectives for each current investment · Specific objectives for future investments · Reasons why investments could be better managed through investment company
5	David Renouf	603A Ballantyne St Hastings 4120		Not stated		Oppose		Port of Napier should not be sold Many investment companies are risky investments Have high voting threshold so that decisions are robust Requirement for adequate director training		Proposal declined; or · Requirement for voting threshold of 85% · Maximum of 2 councillors who must pass directors test · No HBRC asset put at risk
6	Tom Belford BayBuzz	tom@baybuzz.co.nz		Not stated		Qualified support		An Investment company could be useful for meeting several HBRC objectives: · Securing funding for needed strategic investments in HB · Achieving (potentially) higher returns for HBRC investment portfolio · Tapping business expertise for commercial activities · Facilitating private investment in infrastructure · Securing tax advantages for potential additional income		Establish need for new financing/ operating structures on a case-by-case basis Put in place non HBRC directors as in PoNL model Consider establishment of investment company, after the viability of subsidiaries is known. Put in place mandatory public safeguards
7	Philip Ward Ratepaying Citizen	72 Tait Drive, Greenmeadows, Napier 4112		Yes		Qualified support		Ownership of limited liability company does not require that the Board should have any councillors as directors Similar comments for CEO position		Not opposed to establishment of limited liability company provided same safeguards which currently ensure public involvement in Council affairs would apply.
8	Ross Bramwell	Northlands RD2 Napier 4182		Yes		Support		Support concept of investment company and support list of assets identified to be transferred Safeguards are in place such as 100% HBRC ownership of company, plus council investment policy and statement of intent		Include consideration of following in company set-up: Reference to at least 75% majority vote on decision making 3 independent directors with required expertise and 3 councillors (bit not all from one constituency) on Board
9	John Warren	Duplicate of 3
10	Sid McCann	PO Box 3009 Hawke’s Bay Mail Centre Napier 4142		No		Oppose		Council and senior staff should be able to deal with any investments required Optimising of investments take it out of realms of “safe” Councillors will be paid twice Directors will be paid for dosing what councillors supposed to do Not HBRC role to accumulate excess funds		That council rejects proposal to form investment company
11	Julie Beech	9 Willow Drive Taradale		No		Oppose		Main focus of Council is healthy environment Investment company would incur setting up and ongoing management costs Development projects should be instigated by group benefitting from project.		Withdraw concept of investment company
12	Hawke’s Bay Chamber of Commerce	c/- Murray Douglas 205 Hastings Street Hastings			Yes	Support	Performance of an investment portfolio can be improved by use of investment company structure High performance will require high level of commercial skill and expertise on Board		Decision to form a company to manage investment portfolio should be balanced by strong experienced commercial directors and experienced staff.
13	GA Allport	56 Elliott Crescent Havelock North 4130 gnallport@xtra.co.nz			No	Oppose	Transfer of assets to any company is hazardous Ring fencing etc may have advantages now but law changes and benefits become dubious		Not stated
14	Adrienne Williams	10 Clyde Rd Napier 4110			No	Oppose	Offsetting of losses against Port taxation not assured Cost of more Boards of directors Council CEO will be unable to give independent advice to a Board Councillors should purchase expert advice Potential for CEO to spend time attending subsidiary Board meetings instead of Council work HBRC should better publicise its successes and efforts from prudent management of past and existing investments		That HBRC refrain from setting up an investment company and the subsidiary companies That HBRC retain all shares in PoNL until there is a reason requiring an unaffordable injection of capital for port expansion Councillors retain total and direct responsibility for all council activities, assets, and investments
15	AL Beech	9 Willow Drive Taradale			No	Oppose	Investment company would incur setting up and ongoing management costs Council should not risk its assets on projects than could have potential losses Do not support council engaging in future development projects Large scale projects should be funded by those benefitting from them.		Abandon concept of investment company
17	Barrie Crabbe	78 Avondale Road Taradale Napier 4112			Not stated	Oppose	Objectives of proposed company not sound Cost of running company higher than returns gained No public control Leave our money where it is and allow for public input into how it is spent		No to an investment company
18	June Graham	1/37 Meeanee Road Taradale			Yes	Oppose	Selection of councillors and Board members suggested Concerns re: · Workload for councillors and staff · Costs of setting up and maintaining · Competition with private sector · Effects of changes of councillors and CEO · Definition of appropriate investments · Risk taking in difficult economic times · Government funding issues		That Council use caution in difficult economic times and retain status quo
19	Warren Duff	540 Lyndhurst Road Hastings wc-d@clear.net.nz			No	Oppose	A company will have shares that can be traded and would be exposed to any hostile takeover HBRC is a public body and should retain structure that has served the assets and public so well over the years
20	Pauline Elliott	5 May Avenue Napier 4110			No	Qualified support	Unclear that proposed nature and scope cannot be achieved under current council structure Tax relief does not appear to be sufficiently certain reason to establish such an entity Board membership must reflect professional expertise albeit with Council representation		Defer investment company until strategic value of such a company is evidenced Ensure the Board comprises suitably qualified and experienced people
21	Allan Baldock AWL Environmental	s.al@xtra.co.nz			Not stated	Oppose	Council is a regulatory authority and should focus on its core functions Council has no business setting up company involving water		Stick to core functions and excel in this area
22	Chris Ryan	59 Kopanga Rd Havelock North 4130			No	Qualified support	Serious concerns re membership of nine councillors		Support only if clearly costed case presented allowing for all costs of establishment and estimates of financial advantages
23	Wairoa District Council	PO Box 54 Wairoa	Yes				While not opposed to principle of investment company opposed to his proposal Areas of concern: · Board membership of 9 councillors · Same conflict of interests at management level · Objectives could be achieved under current structure · what are performance measures for “strategic outcomes” · Unclear how investment company would reduce level of Council risk		Abandon proposal

	Agenda Item	Action	Person Responsible	Due Date	Status Comment
1.	Visit to Shanghai	Report back on this visit to a future meeting	AD/AN	May11	Update to be provided in early 2011.
2
3.

Responsibility	Business Hawke's Bay lead, with HBRC and other TLA support	HBRC lead with Business Hawke's Bay and other TLA support where appropriate
Growth theme	Business, Investment, Skills and Migrant Attraction	Resilient Primary Sector Growth
Objective	Retain, grow, diversify and attract highly productive and rapidly growing businesses.	Increase primary sector resilience to changing climate and global markets
Strategies	Develop, and implement an integrated, identified, campaign to build on our centers of excellence and target new innovative industries to diversify our economic base. Focused, co-ordinate, fast, clever and driven.	Ensure water security and sustainable land use. Increase capacity and capability through value added products and processes. Increase and share knowledge around primary sector businesses.
Activity themes	Business, Investment, Skills and Migrant Attraction Agribusiness and food processing business hubbing Knowledge economy related businesses Leverage broadband rollout	Water strategy and water irrigation schemes Effective land use and increased productivity Increased processing capacity Central government and research institute collaboration R&D to support to agri and food related businesses

Terms of Reference	Membership
An Implementation Committee of the Hastings District, Napier City, and Hawke's Bay Regional Council (and Mana Whenua) be established to overview the implementation of HPUDS. The HPUDS IC be delegated authority to implement the Strategy in accordance with the following functions: · Growth management leadership · Overseeing implementation of the Strategy · Ensuring organisation systems and resources support the strategy implementation · Taking responsibility for progressing those actions specifically allocated to the HPUDS IC · Monitoring and reporting progress against milestones · Overviewing the management of the risks identified in implementation · Reviewing and recommending adjustments to the Strategy · Identifying and resolving any consultation inconsistencies between the Strategy and subsequent public consultation processes of the partner councils · Facilitating consultation with the Community · Establishing the Strategic Partners Forum · Implementing a Memorandum of Agreement as adopted by the Committee to provide a basis for developing working relationships and the resolution of any conflict	· Two elected members from each partner council. · Two representatives of Mana Whenua. · That the standing membership be limited to 8 members.
	Meeting Frequency
	· Bi-monthly
	Timeframe for Committee
	· It is proposed that the HPUDS IC would be in place for an initial five year period through to June 2016.

1 View	Hawke's Bay Regional Archives Report
2 View	Appendix A - A Digital Shoebox
3 View	Appendix B - HBMT Statement of Collection Signifiance
4 View	Appendix C - HBMAG Collection Policy
5 View	Appendix D - A Framework for Good Digitisation in New Zealand

Targets	Measures of Success
A regional one stop shop approach for event services	Resources pooled and one or other existing website and database utilised for this by 70% of industry stakeholders within 6 months of formulation of the event advisory group
A single regional marketing brand that is used for all external event marketing	100% take up of the Hawke’s Bay brand by all signature and hosting event stakeholders
An independent regional governance structure to oversee major event resourcing and strategy outcomes	Set up and operational with appointed board within 3 months of endorsement of the events strategy
A regional event management resource to drive out the strategy, and work with key stakeholders and the industry	Appointment made by RTO within 3 months of inception
Grow regional event professional capability and capacity	Completion of 2 regional event forums linked to NZAEP within a calendar year of the start of the event advisory group
Research and benchmarking data available for decision making and future directions	Dissemination through the “one stop shop” booking and information sharing event site of all bidding and event impact and evaluations completed in the region within two months of completion
Consolidate and build on the reach and target markets of existing signature events	Identifiable 10% gain in agreed target markets associated with signature events through additional event products
An event bidding resource is available to support bids	Bidding resource researched, developed and implemented within 1 calendar year of start of event advisory group
A single booking software system is run in all major event venues	1 booking system in place or linked between venues
Event organisers have a one stop shop for multi venues bookings	All signature and hosting venue based events appearing on the events website
Price packages are negotiated for targeted events	Price package information is included in event bidding documentation and information is available on line.
Event pro-active approach to event attraction (“hit lists”) developed for all venues for winter and summer seasons	Hit list developed and a 10% increased venue bookings results from targeting over a calendar year.
The accommodation and attractions sector partners with event organisers & venues to attract event visitors	Accommodation packages created and linked to at least two successful event bids in first year.
Maintenance of existing events	Ensuring Signature Events to the region remain sustainable
Attraction of new events to the region	Securing new major events to the region that contribute to visitor growth and expenditure by not at the detriment of existing, well established events.
Criteria established to determine gaps in event development	Determining the gaps by auditing current event offering
Criteria established to determine economic viability of potential events	Event reaching economic benefit targets

1 View	HPUDS Implementation Committee Terms of Reference
2 View	HPUDS Implementation Committee Memorandum of Agreement

1 View	Proposed Timetable for Hearing Verbal Submissions
2 View	Draft Staff Response to Submitters
3 View	Summary of Submissions Received
4 View	Submissions Received on the Investment Company Proposal

Submission #	Name	Address	Time to Present	Confirmed	Phone
2	Caves	Wairoa	1.00	tbc after 12/5	06 838 7732
23	Wairoa District Council	Wairoa	1.15	ok	06 838 7309
8	Bramwell	Napier	1.30	left message	834 9609
1	Burnside	Taradale	1.45	ok	844 1060
15	Chamber of Commerce	Hastings	2.00	ok	876 5938
18	Graham	Taradale	2.15	ok	845 4345
17	Crabbe	Taradale	2.30	ok	845 3100
7	Ward	Greenmeadows	2.45	ok	844 5924
	Afternoon Tea
4	Sutton	Napier	3.30	ok	844 4196
	not stated in submission
	Renouf (left message)		3.45
	Belford (emailed)		4.00	ok

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