Your society will need a constitution

Documenting how your society operates

The Incorporated Societies Act 2022 (the 2022 Act) came into effect on 5 October 2023. To reregister your society will need to provide a constitution that’s compliant with the 2022 Act. The 2022 Act sets out what you must include in your constitution.

It’s important to understand that a rules document, or constitution, is a key legal document for every incorporated society operating in New Zealand. It sets out your society’s purposes, what it does and how it operates. Your society can only carry out lawful activities that align with the purposes outlined in its constitution. Your officers, committee and members should always refer to this document for guidance about running your society, particularly before making any decisions.

Your society most likely already has a rules document in place. You will need to review it against the new requirements and add relevant provisions before you reregister with us. You might want to want to use our Constitution Builder tool to help draft your new constitution, where you can build in the key elements of your existing rules.

To help finalise your constitution, you might want to consider consulting a professional or community law provider.

On this page:

What must be included in your society’s constitution

Every incorporated society must have a set of rules. Under the 2022 Act the rules document is called a constitution. It specifies what must be included in your society’s constitution. These requirements existed before — they are just more clearly set out in the 2022 Act.

For example —

  • Why your society exists – (what its purpose is)
  • How someone becomes a member, and the conditions of membership,
  • The makeup of your society’s committee, its roles, functions, powers, and procedures
  • How your society will hold general meetings, make decisions, and elect or appoint officers

Your society may need to change or add new rules. For instance, your society might need to add rules that are compulsory under the 2022 Act. Such as —

  • The need to have at least one contact person, and no more than 3. You must also include how each contact person is elected or appointed.
  • How members and officers give their consent.
  • The procedure for resolving disputes.
  • Whether, and how, written resolutions may be passed instead of holding general meetings.
  • Distribution of surplus assets – they must be given to a not-for-profit organisation (or a class of organisations) that is identified in your constitution.

Constitution checklist

We have created a checklist for 2022 Act constitutions. Your society can use this checklist to make sure its constitution meets the minimum requirements under the Act.

Including information about officers’ duties in your society’s constitution

Your society’s constitution does not need to include information about officers’ duties and responsibilities. You may choose to put this in, but this is not required under the 2022 Act. The 2022 Act sets out general responsibilities for the society and the committee as a whole.

Committees and officers

Documented procedures for resolving disputes

To reregister under the 2022 Act your society must have procedures in place to handle any internal disputes. It must also have these procedures documented in its constitution. The Registrar cannot intervene in internal disputes. You should always try to resolve these within your society, following your documented procedures.

Dispute resolution procedures under the 2022 Act

Use of te reo Māori in your constitution

Under the 2022 Act, society records, including its constitution, can be written in te reo Māori or English.

Constitution Builder

To help you draft your new constitution, we have a ‘do-it-yourself’ online tool for writing or revising your society’s constitution — the Constitution Builder.

You can use this tool to produce a draft document that contains most of the content required in a constitution. It should not, however, be considered a substitute for expert legal advice. You may choose to seek external advice. For example, there may be community legal services available to you.

Using our Constitution Builder tool to draft a constitution

How to get your society’s constitution approved

You will need to call a general meeting to approve the new constitution before you apply to reregister your society.

Published 5 October 2023, updated 30 April 2024

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