April, 2021 - Parry Field Lawyers

Following the Social Enterprise World Forum in Christchurch, placemaker Laura Taylor identified the social enterprise approach as an excellent fit with community-led place governance.

She invited social enterprise specialist Steven Moe of Parry Field to attend placemaking huis underway in the Innovation Precinct and introduce local business owners to the concept of social enterprise.

Over the next two years, the precinct evolved to become SALT District, backed by New Zealand’s first Town Team – positive and proactive neighbourhood stakeholders collaborating across sectors.

Steven assisted Laura to develop a trust deed that provided alignment between the Town Team Movement and the SALT Model.

The Town Team Movement is a best practice in community-led place governance www.townteammovement.org

The SALT Model is a holistic approach to place development that supports fragmented localities to develop community, identity and destination through initiatives which grow social capital, values-based vision, active citizens and community wealth, benefiting the locality as well as the city.

With Steven’s support and guidance, SALT Collective Charitable Trust was incorporated in October 2019.

Principal Placemaking Advisor Laura Taylor, of Crown-owned entity Ōtākaro Ltd, who facilitated SALT District’s development, says “SALT Collective Trust would not exist without Steven’s support. From the outset, he understood the vision and that it needed to break new ground. He understood the impact and helped craft the legal instruments needed to turn that into a reality in a manner that could be understood by Charities Services. SALT Collective are committed to sharing what they learn so that this can support other areas to also break silos and progress their locality for the greater good.”

One of our recent purpose driven clients wanted to set up an organisation which seeks to revitalise, strengthen and raise awareness about Indigenous approaches and worldviews. This is exactly the sort of assignment which we really enjoy.

To progress this we collaborated through discussions with our client leads on this, Jodi Gustafson and Erin Matariki, to really get an understanding of what the activities would involve and the steps they would be taking.

We then talked through various structure options before settling on a charitable trust being the right one.

While in different cities we could understand what was planned and used that to help to draft the purposes to ensure they were charitable and reflective of the kaupapa/purpose of what was intended.

We then helped guide through the different stages of signing documents needed and applying to incorporate the Trust Board and then also for the registration as a charity with Charities Services which was successful. This means that the plans can now be rolled out. To find out more about what River Aotearoa Charitable Trust do, visit their site at https://www.weareriver.earth/

In reflecting on the process of working with us Jodi and Erin wrote this:

He toka tū moana he ākinga nā ngā tai. Steadfast as the rock that scorns the lashings of the tide. This is the whakatauki (proverb) that comes to mind when reflecting on the solid support that Steven Moe and his team provided us at RIVER Aotearoa Charitable Trust during our formation. Founding our not-for-profit entity that encompasses work from Turtle Island (Canada, USA) to Aotearoa was complicated and inter-twining. Steven Moe and his team at Parry Field Lawyers were knowledgeable and patient way-finders as we navigated our unique circumstances to land with a safe, sound organisational structure. With Steven’s guidance we have now received our charitable status and can begin our work in revitalising Indigenous values to care for Papatūānuku. We are very grateful for all of Steven’s effort and dedication to our mahi and we look forward to working with him as we grow. Ngā mihi aroha ki a koe mō tō manaakitanga, e Steven.

We really enjoyed this project and it is reflected in the positive result – we look forward to journeying with the River team into the future.

If you are looking at your structure options then have a listen to this 10 minutes on often used structures (a seeds podcast episode). We are also happy to have a discussion at no cost to work out if we are well placed to help with the set up of you charity, social enterprise, not for profit or other form of purpose driven organisation. You can reach Steven Moe at stevenmoe@parryfield.com

We first met Richard Waggott, the Co-founder of The SplashSave Foundation (https://splashsave.org/), through the work that we have been doing on social enterprise structures and charity set ups.

The initial contact email said “I am looking for some advice and idea of costs to engage you in helping me structure our social enterprise / charitable foundation appropriately and transparently.”

That is exactly what we do so it was a great fit and from the first call we could tell that what they wanted to do some serious good in Aotearoa New Zealand with a focus on education for parents and caregivers to empower them to teach young children to swim.

We were able to work through what they had been doing to date and discuss options for the future. We helped them with the set up of a new charitable trust and now they are able to ask for donations and get on with doing some education in the community.

We enjoyed this process because underlying it we knew that they would be doing great things – from his perspective Richard comments as follows:

Parry Field were excellent to deal with, from the first moment I talked with Steven it was clear my research on finding the best advisory team to support charitable and social outcomes had paid off.

Steven was clear in his advice and added huge value in the way I thought about setting up our Charitable Trust to help parents teach their own children to swim. Steven understood that sometimes the wheels can turn a bit slowly when pulling voluntary support together, especially in the early stages and was always very supportive and responsive every step of the way. Also accessing Stevens podcast and networks opened up a whole new world of people looking to make a positive difference which gave me the confidence to push through.

I would recommend anyone looking to establish a purpose and mission driven organisation should talk to Parry Field and Steven Moe.

Richard Waggott, Co-Founder, The SplashSave Foundation

It will be exciting now to watch what happens next and to know that a lot of children will be learning to swim!

Thanks to all who joined the video call yesterday – great to have 45 of you listen in to the first one for the year with a refreshed format on zoom and then have some break out room discussions too – am sending out this video link of the recording while fresh. Why not watch this instead of Netflix and get some fresh updates that matter!

The kaupapa/purpose of these catch ups every two months is to connect across the “for purpose” impact sector so that we can get out of our silos, hear about what others are doing and learn from each other. Next call will be on June 18^th (calendar appointment sent before, let me know if you want resent – it was for all the meetings in 2021).

I actually felt super energised and inspired after the call and especially hearing two stories of new charities that have started to help meet diverse needs in our society (Our Little Village + Makingtrax). Thank you Sue, Louise, Francesca, Anna and Jezza for sharing on a wide variety of things they are seeing in their mahi, summarised further below – they are copied as some of you may want to contact them if you saw synergies or had questions or saw ways you could help? This email can be forwarded on to others who would be interested and if they let me know can add them to the list too. Order of speakers and place in video:

Louise Aitken CEO of Ākina on social enterprise, Impact Initiative and more: from 2:56
Sue McCabe CEO of Philanthropy NZ on their upcoming summit and more: 11:34
Francesca Ephraim on Charities Services and review of Charities Act update (also written summary below): 21:17
Anna Judge on founding ‘Our Little Village’: 27:54
Jezza Williams on founding Makingtrax: 35:25
Break out rooms reporting back on what each group is seeing “at the coal face”: 51:23

We have just released a free 55 page guidebook for Charities which is downloadable and covers setting up, structure options, operating, liability, duties, leases, employment, impact investing, social enterprise etc – when things take a year or so to compile it is strange to finally release them, but here you go!!: https://www.parryfield.com/charities-in-new-zealand/ This joins our articles, videos, templates and more at our website as well as the Doing Business in NZ guide and Social Enterprise book and Start-ups Legal Toolkit book.

A few other updates and so on your radar:

Jezza Williams shared about Makingtrax – here is the website for more on that https://www.makingtrax.co.nz/
- Jezza shared his personal story of how a life changing accident 10 years ago inspired him to start Makingtrax a company, which has now transitioned into a charity, which focuses on providing inclusive tourism for disabled people. The focus for Jezza is to educate the public on inclusive tourism and developing adaptive technology to allow for inclusive adventure. Jezza wants to challenge public perception of what it means to be disabled and empower people living with disabilities through the power of adventure. Listen to his part on the video and guarantee you will feel inspired!
Anna Judge shared about ‘Our Little Village’ – website: https://ourlittlevillage.org.nz/
- Anna shared with us her story of how she founded Our Little Village. The charity was created from her experience with child birth and the challenges she faced, as a mother. With the support of her family and guidance of a doctor, she made it through the challenges but was the experience inspired to start Our Little Village, the name for which is inspired from a comment by her doctor saying it takes a village to raise a child. With the charity up and running Anna is now working with others doing similar work and with support from Ronald McDonald house is well on their way to delivering 20 packages to new mothers to support them with their needs.
On Wednesday 12 May we (Parry Field Lawyers) will be hosting the Privacy Commissioner to give a talk about Charities/NFPs and privacy obligations in light of the new Privacy Act. This will be held in person in Christchurch with limited numbers, but also with the chance to join by Zoom – more information and to book is here. More than 50 have signed up already.
The Philanthropy NZ conference is coming up 18 – 20 May – see here for info and early bird registration details. On the call Sue shared that the upcoming summit is designed for funders to discuss their challenges.
- The full programme is mainly for funders, it will include a keynote package that all can attend
- Title is “Amplifying Community Aspirations”
  - Intention is to have different voices from different communities voice their challenges and needs
  - Speakers presenting from a Maori perspective and from under served communities
- They also have other covering global issues of inequality, black lives matter etc.
Am sure some of you will be interested in growth of impact investing – I am the Chair of Community Finance which just raised $40m last year and have $70m+ pledged for this year all for social housing. If you want to know more then have a look here https://www.stuff.co.nz/business/124472050/anz-bank-investment-firms-back-100-million-social-housing-fund
IOD have a conference in Auckland 5-6 May described here. I’ll be going along to that one so maybe see some of you there.
Have you come across Exult? Megan was on the call – their purpose is to help non profits grow – check them out at exult.co.nz. They have a magazine too: “Never miss a funding opportunity again. Subscribe to Tonic Magazine and get loads of ideas, information and advice, including a list of upcoming funding rounds, in every issue. It’s NZ’s most comprehensive publication for the community sector.”
The new Trusts Act – an opportunity to revisit your rules? Article on this https://www.parryfield.com/charities-and-the-new-trusts-act-2019-any-impact/
Fundholding paper – pulling in all the feedback on the draft white paper, will send it around later hopefully by next call.
Kate Frykberg’s done a helpful overview of funding sources in Aotearoa – check it out here. https://kate.frykberg.co.nz/2021/04/13/a-brief-guide-to-the-philanthropic-sector-and-grant-seeking-in-aotearoa-nz/
Impact investing – this is more and more relevant for Charities and others as a means to outwork purposes, see this recent overview from CSI
The seeds podcast I’ve been doing just hit 250 episodes interviewing inspiring people – you can find out more at theseeds.nz

Latest episode 250 I shared the 15 things I wish I had known when I was 17 as I gave a talk on that at the high school I attended https://seeds.libsyn.com/what-i-wish-i-had-known It was fun although actually it all still applies to me even now…

Update from Francesca at Charities Services:

Our GM, Natasha Weight has recently returned from parental leave.
You’ll have seen the modernisation of Charities Act is back underway, you’ll see a comprehensive update on the Policy Group website. Just a reminder, we aren’t part of this process, this is a separate branch of the Department of Internal Affairs – you can contact them by emailing charitiesact@dia.govt.nz or Modernising the Charities Act 2005 – Questions and Answers – dia.govt.nz
Key focus areas include:
- The obligations of charities including annual reporting requirements for small charities
- Whether the regulators powers, decision-making and accountability to the sector is appropriate, and the accessibility of appeals under the current structure.
- Charitable business and accumulation of funds
The Incorporated Societies Act is currently open for submissions. This is a big change for a lot of societies. Submissions close on 28 May date.
The Trusts Act also changed this year which impacts on charities. Charities Services will be participating in a webinar on the changes sometime in May, but we published a blog explaining the changes, and keen on hearing your feedback. Sign up to the Charities Services newsletter on our website www.charities.govt.nz and like us on Facebook if you want to know when the webinar will take place.
We are resuming our in-person engagement that we committed in 2019 after we received feedback that charities wanted to see us in person more. We’ve attended a few workshops in the greater Wellington region and Nelson. We are currently planning on a more systematic engagement for the next few years, where we’ll try to get around the country. We’ll be visiting Christchurch on 26^th May, which will include in person clinics.
One of our main priorities this year is a change to our IT system. This is mainly to improve security, but will also involve some changes to charities online portals, but this will be communicated via email closer to the date.
Our new formed charities sector group will be meeting in May and you can read about what is discussed on our website https://www.charities.govt.nz/charities-in-new-zealand/charities-sector-group/ . You can also read about research in the charities sector in our brand-new research page.
But as always, we really do want to hear from you, how are things going, what could we be doing more of, less of, don’t hesitate to get in contact – info@charities.govt.nz

In case you read this far (impressive!) and are wondering about who I am and why I am active in this area, this is a short 6 minute “Pechakucha” video where I shared my story in 20 slides for 20 seconds each: https://www.pechakucha.com/presentations/global-citizenship–generational-legacy-and-kaitiakitanga

If you have a successful business then chances are one way to grow it could be through Franchising.

In this article we want to cover some of the key points that you need to know if you want to head down that path.

Franchising is a good alternative to consider because it can increase your brand recognition and you provide oversight while not actually running the branch. However, you can still benefit from payments and the exposure that a growing brand creates.

So what do you need to consider?

In helping our clients franchise we work closely to look at the following – working through these points below we would then put into a Franchise Agreement and Manual. Your answers will likely depend on the amount of control you want to have over the Franchisee’s business. The Manual will outline the rules and guidelines for operating a Franchisee Business. What you need to think through is the following:

The Territory the Franchisee can act in (eg. Canterbury vs Ashburton)
Opening hours
Advertising
- Who is responsible for doing this
- How will it to be done
- National or regional level?
Training course
- Additional/on-going training?
Number of employees
- Roles – Manager etc.
Minimum sales/performance criteria required for Franchisor to terminate agreement or revise territory
Inventory and supply specifications
Reporting
- How often?
- What form?
Grounds for terminating the Franchise agreement
Restraint of Trade terms (e.g. relating to termination, territory, goodwill etc.)
Insurance cover
Set up
- Conversions/Alterations/renovations required to initially set up premises
- Plans/drawings/specifications of the premises
- Fixtures, fittings etc.
- Initial stock required
- Initial advertising required
- Initial equipment provided by Franchisor
Continuing obligations
- How often will franchisor consult with Franchisee
- How will performance be monitored
- How will records be kept
- Code of Practice? (if member of Franchise Association of New Zealand)
Suppliers/Key Contracts needed
Stationery
Leases
Requirements for where shops are located
Intellectual Property – this will include considering:
- Exactly what the Company has as IP
- Whether trade marks are registered
- How trade marks can be used
- Licenses that may be in place
- Providing clear brand guidelines

Franchising is a definite option for a growing business.

If you would like input on franchising then we would be happy to provide you with input through an initial conversation about what you want to achieve. To discuss this or for further enquires please contact Steven Moe at stevenmoe@parryfield.com or Kris Morrison at krismorrison@parryfield.com

You might also appreciate our guides such as the Doing Business in New Zealand guide and the Start-ups Legal Toolkit. We also provide free templates for resolutions, Non Disclosure Agreements and other resources on our site as well as many articles on key topics you should know about.

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