At its first meeting in each year, the Board must elect one of its members to be its chairperson, and another to be its deputy chairperson.

A member who holds the office of chairperson or deputy chairperson continues in office until his or her successor is elected, and is eligible for re-election (subject to section 136).

A member who holds the office of chairperson or deputy chairperson may—

If a person who holds the office of chairperson or deputy chairperson ceases to be a member of the Board, the Board must elect one of its members to fill that vacancy in the office of chairperson or deputy chairperson as soon as is reasonably practicable.

The deputy chairperson of the Board has, and may exercise or perform, all the functions, duties, and powers of the chairperson if—

The deputy chairperson is, while acting for the chairperson, to be regarded as the chairperson of the Board.

No act done by the deputy chairperson while acting for the chairperson, and no act done by the Board while the deputy chairperson is acting for the chairperson, may in any proceedings be questioned on the ground that the occasion entitling the deputy chairperson to act had not arisen or had ceased.

Meetings of the Board are held at—

The Registrar must give each member of the Board notice of a meeting of the Board, but the Registrar is not required to give notice to a member who is absent from New Zealand.

At any meeting of the Board, the quorum necessary for the transaction of business is 5 members.

For the purposes of determining the quorum, a member who is a representative under clause 4 may be counted only once.

A meeting of the Board at which the quorum is present is competent to perform or exercise any of the functions, duties, and powers exercisable by the Board.

A member of the Board may be represented by another member of the Board (that other member is referred to in this clause as a representative).

A member may, by written notice to the Registrar or other appropriate officer, appoint a representative to represent the member on the Board, for 1 or more specific meetings that have been called or are proposed to be called, whenever the member is absent or unable to act as a member of the Board.

The appointment of a representative ceases if—

A notice referred to in subclauses (2) or (3) may be delivered by hand or sent by mail or electronic transmission.

Subject to subclause (6), a representative may vote on behalf of the member whom he or she represents, and has and may exercise all the powers, rights, privileges, and duties of that member.

A representative may not, in his or her capacity as representative,—

The voting and other powers that a person has as a representative are in addition to the powers that the person has as a member of the Board.

The chairperson presides at each meeting of the Board if he or she is present and willing to preside.

If the chairperson is not present or willing to preside at a meeting of the Board, the deputy chairperson, if present and willing to preside, presides.

If neither the chairperson nor the deputy chairperson is present and willing to preside at a meeting of the Board, the members present must elect a member who is present to preside at that meeting.

All questions arising at any meeting of the Board are decided by a majority of the votes cast by the members present.

The person presiding at the meeting has a deliberative vote, and, in the case of an equality of votes, also has a casting vote.

No member of the Board is entitled to be present or vote or otherwise participate in the capacity of a member of the Board at any part of a meeting of the Board where any matter relating to the member’s registration, suspension, competence, fitness to practise, or discipline under this Act is being considered.

For the purposes of clauses 9 to 11, a member of the Board is interested in a transaction of, or other matter relating to, the Board only if the member—

However, a member of the Board is not interested in a transaction or other matter merely because he or she is a member of the Board.

A member of the Board who is interested in a transaction or proposed transaction of, or other matter relating to, the Board must disclose the nature of the interest in accordance with clause 10 as soon as practicable after the member becomes aware that he or she is interested.

If clause 9 applies, the member must ensure that the details listed in subclause (2) are entered in an interests register and disclosed to—

The details are—

A member of the Board who is interested in a transaction or proposed transaction of, or other matter relating to, the Board—

The chairperson may circulate, by letter or electronic transmission, to each member of the Board a document setting out a draft resolution and requesting each member to assent to the resolution within a specified period of at least 3 clear days.

If a majority of the members of the Board, by letter or electronic transmission, signs or assents to a resolution circulated under subclause (1), the resolution is as valid and effective as if it had been passed at a meeting of the Board duly called and constituted.

Any such resolution may consist of several documents that are similar in form, each signed or appearing to have been sent by 1 or more members.

Every such resolution must be tabled at the next meeting of the Board held after the date on which the resolution takes effect.

The contemporaneous linking together by telephone or videolink or other means of communication of a number of members, being not less than the quorum stated in clause 3, whether or not 1 or more of those members are out of New Zealand, is to be taken as constituting a meeting of the Board to which the provisions of this Act apply, if the following conditions are met:

A member may not stop participating in a meeting held under this clause by disconnecting the member’s telephone or videolink or other means of communication without the express consent of the person presiding at the meeting.

A minute of the proceedings at a meeting held under this clause is sufficient evidence of those proceedings, and the observance of all necessary formalities, if certified as a correct minute by the person presiding at the meeting.

The Board must observe the rules of natural justice but, subject to that requirement, may receive as evidence any statement, document, information, or matter, whether or not it would be admissible in a court of law.

Subject to this Act and any regulations, the Board may regulate its procedure in any manner as it thinks fit.

The Board may appoint 1 or more committees of the Board, and—

The Board may, by written notice, delegate any of its functions, duties, or powers (other than powers of decision concerning discipline under Part 3) to any committee appointed under clause 15.

Unless otherwise provided in the delegation, a delegate may exercise a function, duty, or power of the Board delegated to it under this clause in the same manner and with the same effect as if the delegate were the Board, but may not further delegate the function, duty, or power.

Any delegation under this clause may be revoked at any time, and the delegation of a function, duty, or power does not prevent the Board from exercising the function, duty, or power itself.

Every delegate purporting to act under any delegation under this clause is, until the contrary is proved, presumed to be acting in accordance with the terms of the delegation.

The Board must provide for the safe custody of the common seal of the Board, which must be in any form that the Board decides.

The common seal may be used only by the authority of a resolution of the Board, or of a committee of the Board, and every document to which the seal is affixed must be signed by 2 persons, each of whom is—

The seal of the Board must be judicially noticed in all courts and for all purposes.

The Board may enter into contracts of insurance insuring members of the Board, members of any committee of the Board, any persons appointed to advise the Board, and any investigators, against loss from personal accident arising out of and in the course of the exercise and performance of their functions and powers under this Act, and may pay the premiums payable in respect of any of those contracts.