Statement of Operating Principles

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Dated 30 March 2019

Background and purpose

1. Background and primary purpose. Shields Up is a group of people that want to support medical professionals and the wider community during the COVID-19 pandemic. In particular, Shields Up will use its expertise to manufacture medical and personal protective equipment such as face shields for front line medical personnel in New Zealand.

2. Other purposes. As the pandemic develops or as circumstances require, Shields Up may direct its efforts to other related areas such as personal protective equipment for other in-need occupations or individuals, or to support international efforts.

3. Application. This Statement of Operating Principles sets out how Shields Up intends to operate. By joining or contributing to Shields Up, each member acknowledges these principles and will use reasonable endeavours to give effect to them.

Governance

4. Not incorporated. Shields Up does not exist as an incorporated body; it does not have a formal board of directors or similar. Shields Up will generally seek to operate by consensus and will seek the views of members prior to making significant decisions.

5. Committee. In light of the urgency of the COVID-19 pandemic and the need to make decisions expediently, Shields Up delegates to the following people day-to-day decision making:

  • Tim Carr
  • Andrew Dixon
  • Martin Vieregg
  • Chris Metcalfe
  • Rachel Monks

These people are referred to as “the Committee” in this Statement of Operating Principles. The Committee will endeavour to make decisions by consensus, and if it is not possible to reach consensus, by majority vote.

6. Delegation to sub-committees or point persons. The Committee by delegate day-to-day decision-making in specific areas to either sub-committees or point persons. The Committee will notify members of these delegations via Slack. Members are encouraged to contact the sub-committees or point persons for queries and contributions regarding their specific areas of responsibility.

7. Conflicts. If any person has a conflict of interest (for example, proposing to authorise expenditure to themselves), they will recuse themselves from any decision.

8. Other decision making. All other decisions will be made by members, first by seeking consensus. If it is not possible to reach consensus, decisions will be made by members on a one member, one vote basis. The views of members will be sought by way of the Shields Up Slack group (or other similar replacement technology solution). Members

9. Members. All persons contributing to Shields Up or participating in the Shields Up Slack group will be deemed to be members of Shields Up.

10. Work towards purpose. Members will work towards fulfilling Shields Up’s purposes by contributing their time, expertise, resources and other equipment as they see fit.

Health and safety and standards

11. Health and safety. Shields Up is a cooperative organisation of like-minded members. No person can supervise any other person. Each member must take responsibility for their own health and safety in working towards Shields Up’s purposes.

12. Medical standards and requirements. Shields Up is working with medical professionals as to the standards and requirements appropriate for medical and personal protective equipment. As of the date of this Statement of Principles, there is no definitive standards or requirements. If such standards or requirements do emerge, members will be notified by the Shields Up Slack group.

13. Be sensible. Regardless of any standards and requirements, please be sensible. Do not distribute any medical or personal protective equipment if you have any doubts as to whether it is suitable for the intended purpose, or if it might be contaminated by COVID-19. Seek the advice of others in the Shields Up Slack group!

Funding

14. Financial support. Shields Up will seek external financial support for its purposes. As of the date of this Statement of Principles, this will be via a Give a Little page maintained on behalf of Shields Up but may include other methods in the future.

15. Tap Lab. Shields Up intends to enter a memorandum of understanding with Tap Lab Incorporated, a New Zealand incorporated society with charitable status that supports the Shields Up’s purposes. Tap Lab will hold all funds on behalf of Shields Up and distribute them according to the instructions of Shields Up. Despite anything else in this Statement of Principles, each member acknowledges that Tap Lab will not action any instruction that may negatively impact Tap Lab’s status as a New Zealand incorporated society or registered charity.

Expenses and reimbursement

16. Expenses. Members of Shields Up may incur expenses in working towards Shields Up’s purposes. If requested by members, Shields Up will endeavour to reimburse those expenses, provided that such expenses are:

  • out of pocket third party operational expenses (i.e. consumables you have actually paid for; unfortunately we cannot reimburse you for your time, wear and tear on equipment, opportunity costs, loss of profit or other similar expenses)
  • incurred in working towards Shields Up’s purposes
  • reasonable (we will not reimburse you for gold-encrusted filament)
  • supported by a GST receipt

17. Reimbursement contingent. Despite anything else in this Statement of Principles, each member acknowledges that any reimbursement depends on sufficient funds being available to Shields Up. You may not be reimbursed some or all of your expenses. Please do not incur expenses that you cannot afford.

18. Allocation. If Shields Up does not have sufficient funds to reimburse all member expenses submitted, Shields Up will work towards an allocation mechanism that is as fair as possible to all members and put that mechanism to members for consent. If members cannot agree on an allocation mechanism, all expenses will be paid pro rata. For example, if all members submit expenses totalling $1,000, and Shields Up only has $500, each member will receive half of their expense claim.

19. Day to day expenditure. Any two of the Committee may make day-to-day decisions on behalf of the group, including authorising expenditure or reimbursements up to $500 inclusive of GST, if any. To avoid doubt, the Committee must not sub-delegate authorising expenditure or reimbursements.

20. No borrowing. Shields Up must not borrow money or otherwise go into debt.

Disputes

21. Disputes. If there is any dispute regarding Shields Up or Shields Up members, all people associated with Shields Up agree to make good faith efforts to resolve any dispute by negotiation. If the parties can’t agree, any party can refer the dispute to mediation under the default rules of the Arbitrators and Mediators Institute of New Zealand (AMINZ).

Winding up and surplus

22. End of Shields Up. Shields Up will end at the earlier of:

  • members agreeing that Shields Up’s purposes have been fulfilled
  • members agreeing to transfer Shield Up’s work to another entity (for example, a new or existing incorporated body with similar principles to Shields Up)
  • irreconcilable differences between members that, in the Committee’s opinion, can only be resolved by dissolving Shields Up

23. Allocation of funds. In the event of dissolving, Shields Up will apply its funds:

  • first, to reimburse member expenses in accordance with this Statement of Principles
  • second, if members agree to transfer Shields Up’s work to another entity, to that other entity
  • third, if agreed by members, to another body carrying out similar work to Shields Up (whether in New Zealand or overseas)
  • fourth, if funds still remain and in the absence of agreement by members, to Tap Lab to hold and distribute in accordance with its applicable rules