Online Application
You must complete an online application which is now accessible on the Incorporated Societies section of the New Zealand Companies Office website. The application requires a copy of your society’s new rules document (now referred to as a constitution under the 2022 Act) which complies with the 2022 Act.
Updating your Rules/Constitution
The 1908 Act was silent on many administrative and governance matters. The 2022 Act clearly sets out officers’ duties, financial reporting requirements and a requirement to have an internal dispute resolution process. As a result, the number of matters which must be included in a constitution has grown considerably.
Section 26 of the 2022 act provides that a constitution must include the following:
- The name of the society.
- The purposes of the society.
- How a person becomes and ceases to be a member.
- The requirement that a person must consent to being a member in writing.
- Processes for keeping the society’s register of members up to date.
- The roles, functions, powers, and procedures of the committee/board.
- How the contact person(s) will be elected or appointed.
- How the society will control and manage its finances.
- The method by which the constitution may be amended.
- Procedures for resolving disputes, including how a complaint may be made.
- Arrangements and requirements for general meetings.
- The nomination of a not-for-profit entity, or a class or description of not-for-profit entities, to which any surplus assets of the society should be distributed on a liquidation of the society or removal of the society from the register.
You must review your current rules to ascertain the procedure for adopting the new constitution. It is not uncommon to find that the rules can only be amended if the proposed amendments are circulated several weeks prior to a general meeting and a resolution to adopt the amendments is passed by a two-thirds majority of those members present.
Contact us
Please do not hesitate to contact us if you require any assistance preparing your new constitution, completing the reregistration process or understanding your obligations under the 2022 Act.
By Brittany Ivil | Senior Associate | 07 571 7960 | brittany@bchlaw.co.nz
The information contained in this article is provided for informational purposes and should not be construed as legal advice on any subject matter.
