The new Incorporated Societies Act 2022 and your constitution: Amendment procedures

Introduction

The Incorporated Societies Act 2022 (the “new Act”) recently received Royal Assent, resulting in significant changes for the 24,000 incorporated societies in New Zealand. The new Act replaces the Incorporated Societies Act 1908 (the “old Act”), which has been long overdue for an upgrade. We have discussed ten key changes for incorporated societies to be aware of in our article here and provided a lot of detailed information in the form of articles and seminars here. Contact us for a copy of our comprehensive handbook.

All incorporated societies will be required to reregister under the new Act, so it is a chance to revisit all aspects of these organisations. Section 26 of the new Act sets out what a society’s constitution must contain. This is important as the society’s constitution must comply with the new Act in order to reregister. We have detailed notes on the reregistration process here and are helping many comply with the requirements.

In a series of six articles we have set out the key requirements for your society’s updated constitution, as prescribed by section 26 of the new Act. This article will discuss what your constitution needs to provide in relation to amendment procedures.

Amendment procedures

The new Act includes guidance around the amendment procedures to be included in the society’s constitution.

Under section 30 of the new Act a society may amend its constitution in the manner provided by the constitution, but every amendment must be:

in writing;
approved at a general meeting by a resolution passed by the relevant majority (discussed below) required by the constitution (or by resolution passed in lieu of a meeting in accordance with section 89 of the new Act); and
otherwise made in accordance with the society’s constitution.

This procedure must be set out in the society’s constitution, including whether the relevant majority is a simple majority or a higher majority and any additional requirements beyond those set out in section 30 of the new Act. Under the new Act a relevant majority means either:

a simple majority of the votes of those members entitled to vote and voting on the issue; or
where a higher majority is required by the society’s constitution, that higher majority of the votes of those members entitled to vote and voting on the issue.

Minor amendments

Section 31 of the new Act sets out the procedure for minor or technical amendments. Such amendments have no more than a minor effect, correct errors or make similar technical alterations. Where there needs to be a minor or technical amendment to the constitution, the committee must ensure written notice of the amendment is sent to every member in accordance with the society’s constitution. This notice must include the text of the amendment and the member’s right to object to the amendment. If the committee does not receive an objection from a member within 20 working days after the date on which the notice was sent (or any longer period specified in the constitution), the committee may make the amendment. If an objection is received, then the committee may not make an amendment. This section 31 procedure must be set out in the society’s constitution.

Summary

With the new Act comes a lot of changes to the requirements for an incorporated society’s constitution. We have helped many incorporated societies over the years and would be happy to discuss your situation with you, especially when it comes to amending your society’s constitution so it meets the requirements set out in the new Act. You can contact us any time by email or phone.

We have a lot more resources at this page dedicated to the Incorporated Societies Act 2022.

This article is not a substitute for legal advice and you should consult your lawyer about your specific situation. Please feel free to contact us at Parry Field Lawyers: