Kia ora koutou e te whanau, Aohanga Incorporation Shareholders,
This update is in respect of the Applications that have been filed in the Māori Land Court by Shareholder, Alyson Bullock.
AP20230000020555 Aohanga Incorporation – s280 TTWMA93
An Application About the Aohanga Incorporation Being an Application for the Investigation of an Incorporation’s Affairs Pursuant to Section 280 of Te Ture Whenua Maori Act 1993
Applicant – Alyson Bullock
An application was made by Ms Alyson Bullock under sections 269(4) and 269(6) of the Te Ture Whenua Māori Act 1993 (the Act) for the Removal of Committee of Management (COM) members of the Aohanga Incorporation (the Original Application).
- The application was unclear as to which Committee member they wish to remove from Aohanga Incorporation Committee of Management.
Original Application
The Original Application’s purpose was for the Māori Land Court (the Court) to investigate the conduct of the election of members of the COM at the Aohanga Incorporation’s Annual General Meetings held in December 2021 and November 2022 respectively.
12 September 2023
The application was referred to Judge Thomas and directions were issued by the court for the application to be set down for a Judicial Conference pursuant to section 67 of Te Ture Whenua Māori Act 1993.
16 November 2023 – Judicial Conference via Zoom
- 16 November 2023, a Judicial Conference was held and this application was adjourned for the applicant to file additional information.Counsel Paranihia Walker (Kāhui Legal), and some COM members, attended.
5 February 2024 – Further Application
Counsel for Ms Bullock, Mr Charl Hirschfeld filed a further application under section 280 of the Act for an investigation of the Aohanga Incorporation’s affairs, the COM, and any other matter as the Court may otherwise direct.
- Mr Hirschfeld also filed the affidavit of Ms Bullock in support of the Further Application.
Supporting Affidavit
In order for the Court to order an investigation of the Aohanga Incorporation’s affairs, the Further Application would need the support of shareholders owning not less than 10% of the shares in the Aohanga Incorporation.
- The Supporting Affidavit has appended 85 pages of declarations from Aohanga Incorporation shareholders in support of the Further Application, the number of shareholding in support being 127,149.02 out of the total 1,140,666 shares of the Aohanga Incorporation.
- Wright Broughton, current Committee of Management member declared his support for the section 280 application which presents a significant challenge.
- Wright has been excluded from discussions or decisions related to the s280 application to prevent conflicts of interest but continues to participate in all other COM activities.
Discovery
- During his submissions Mr Hirschfeld sought discovery and disclosure of Aohanga Incorporation documents and financial information.
- The application for orders of discovery by Ms Bullock lacked clarity on the specific documents sought.
- Counsel, Stephanie Ngahuia Northey requested the court’s guidance to ensure any discovery orders are precise and truly necessary for the case, noting that discovery is not simply a “fishing expedition.”.
- Judge Thomas agreed with this point and did not make any orders/directions for discovery or disclosure.
- Directions were issued by the Court and the application was set down for a Judicial Conference to be held on 26 March 2024.
26 March 2024 Judicial Conference via Zoom
Appearing before Judge Thomas, all 7 Members of the Committee of Management, together with the Aohanga Incorporation Secretary and the Incorporation’s Legal Counsel, Stephanie Northey (Kāhui Legal).
- The primary issue for the Court was whether to appoint an examining officer.
- Although the application has the support of not less than 10% of the shares in the Incorporation, the Court was not obliged to appoint an examining officer under section 280 of the Act.
- Judge Thomas agreed that she was not prepared to make the decision, and directions were made for further evidence.
- Concern was also raised by the COM about the financial burden and the time commitment required for the Incorporation to respond to these applications, which has been substantial.
17 April 2024
The Applicant names both Robin Pōtangaroa (previous Chairperson) and Demetrius Pōtangaroa (current Chairperson) as the person/s she wishes to be removed under the Original Application. The affidavit lacked specificity or clarity as to the reason for their removal.
31 May 2024
Counsel for the Aohanga Incorporation, Stephanie Northey filed reply affidavits.
19 June 2024
Mr Hirschfield filed for an extension to file reply affidavits.
12 July 2024
Mr Hirschfield filed reply affidavits.
22 July 2024
Mr Hirschfield filed seeking extensive discovery and disclosure of the Aohanga Incorporation financial information covering the period 2016 to 2024.
23 July 2024
Counsel Stephanie Northey filed a Memorandum of Counsel in respect of applications by Alyson Bullock against the Aohanga Incorporation Committee of Management.
23 July 2024 Judicial Conference via Zoom
Judicial Conference held for the purposes of timetabling and progressing matters towards hearing.
- Appearing before Judge Thomas, all 7 Members of the Committee of Management, together with the Aohanga Incorporation Secretary and the Incorporation’s Legal Counsel, Stephanie Northey and Tawheta Hautapu (Kāhui Legal).
31 July 2024
Counsel for the Aohanga Incorporation, Stephanie Northey, filed a Memorandum of Counsel in respect of the applications by Alyson Bullock against the Aohanga Incorporation Committee of Management.
- The COM has reported significant concern among the wider shareholders, beyond the 10 percent currently supporting Ms Bullock’s application. The concerns centre on the ongoing costs, time, and energy required to resolve these matters.
- Given that the proposed hearing focuses solely on whether to appoint an examiner under section 280 of Te Ture Whenua Māori, the Respondent has reluctantly decided to agree to the appointment of an examining officer. However, this agreement is conditional upon ensuring that there is a robust and agreed-upon brief and clear parameters.
- They see this as a financially driven decision to prevent on-going costs to the Aohanga Incorporation of having to attend a hearing that could potentially be a week or longer, given indications from counsel for the Applicant that not all deponents have yet been identified and that there is potential for more witnesses.
- Therefore, the Respondent reluctantly agrees to the examination of the COM to expedite the resolution of this matter, benefiting the well-being of the Aohanga Incorporation and its shareholders as a whole.
- Additionally, appointing a professional examiner may eliminate the need for the discovery of matters that may not be relevant. The examiner will be able to provide a clear indication of the information necessary to conduct the investigation.
- Counsel requested an urgent judicial conference to discuss the parameters
2 August 2024
Mr Hirschfield filed a Memorandum with the Court seeking tailored discovery as a result of discussion with Her Honour on refining the list of material sought under discovery
16th August 2024 – Judicial conference
AP-20230000032646 An application to Remove Committee Members LEGISLATION: 67/93
Judge Thomas agreed to appoint two examining officers pursuant to section 280(1) of Te Ture Whenua Māori Act 1993, to undertake an investigation into the affairs of the Incorporation.
- Two examining officers would be appointed, one to deal with the legal issues and one to deal with the financial issues.
- The issue of scope was dealt with by a joint memorandum of counsel (JMOC) that was received on 12 August 2024 where parties provided an agreed term of reference. However, the issue of the period of the investigation, was not agreed upon.
- Judge Thomas determined the investigation will be from the year 2017 to 2023.
The questions for the investigation are as follows:
- What is the overall state of the financial circumstances of the Aohanga Incorporation in terms of its:
Net income.
Net debt
Cash flow
- What is the state of control and management of the Aohanga Incorporation’s assets in terms of:
Debt linked to those assets.
Farm management.
- Has there been lawful compliance with Te Ture Whenua Māori Act 1993 and any other legal compliance required by the Incorporation?
- Do the examining officers consider there to be any issues of concern, financially or operationally, taking into account the allegations as set out in the documents filed by the applicant?
The examining officers will be provided a copy of the agreed terms of reference which is set out in the JMOC dated 12 August 2024.
2 September 2024
Judge Thomas proposes two examining officers for consideration as follows:
Legal: Mr. Cameron Hockly, Barrister and Solicitor of Hockly Legal, Auckland
Financial: Mr. John Francois, Account & Business advisor of John Francois Accountancy and Business Centre, Havelock North
No conflicts of interest or objections were submitted by the Aohanga Incorporation Committee of Management.
3 September 2024
Counsel for the Aohanga Incorporation, Stephanie Northey, filed a Memorandum of Counsel in support of an application for funding from the Māori Land Court (the Court) Special Aid Fund (the Fund) pursuant to section 98 of the Te Ture Whenua Māori Act 1993 (the Act).
The CoM in response:
- have agreed to fully comply with any directions of the Court.
- acknowledge that concerns have been voiced by a segment of the Shareholders.
- acknowledge the whakapapa they share with Ms Bullock and many of the aggrieved
- are prepared to engage in kōrero with Ms Bullock and/or any other Shareholders through a tikanga-based approach, rather than relying solely on the legal system and welcome the opportunity for such discussions.
Please email [email protected] if you have any questions or concerns or to receive copies of the relevant information submitted by Alyson Bullock regarding her applications to the Māori Land Court as follows:
- An application under sections 269(4) and 269(6) of Te Ture Whenua Māori Act 1993 (“the Act”). Investigate the conduct of the Election of Members of the Committee at the Incorporation’s Annual General Meetings (AGMs) held in December 2021 and November 2022
- An application under section 280 of Te Ture Whenua Māori Act 1993 (“the Act”). Investigation of the Aohanga Incorporation’s affairs.
We will continue to update our Shareholders as this matter progresses.
Nāku noa, nā
Demetrius Potangaroa
Chairperson
Committee of Management