Committees and officers

Committees

Committees are a vital part of any society. Your committee members are chosen by your society to manage, direct and supervise its operations and affairs. Each person on the committee is an officer of the society.

Although the Incorporated Societies Act 2022 (2022 Act) does not specifically set out officer roles your committee might include roles such as:

• Chairperson
• Treasurer
• Secretary, or
• other roles that support the functioning of your society.

Your society’s constitution must contain clauses that outline things such as:

• The makeup of your committee (how many officers and any specific roles).
• What the committee’s functions and powers will be.
• How officers are elected and how they are removed.

Minimum requirements for committees

The 2022 Act also sets out some minimum requirements for each committee.

• Committees must have at least 3 officers.
• Most of your committee must be:
  • members of the society (see note 1 below), or
  • representatives of a body corporate that is a member of the society, or
  • representatives of an unincorporated body that is a member of the society (if the constitution permits this).

For example, the following committees would meet the requirement that most of the committee members must be members of the society:

• Y Soccer Club is an incorporated society whose members are all individuals and whose committee has 5 positions. 3 of the people on that committee are members of Y Soccer Club, and 2 are not.
• Z National Federation is an incorporated society whose members are all incorporated societies. The committee of the Z National Federation has 5 positions. 4 member societies each have one representative on the committee, and the fifth position on the committee is filled by a lawyer who is not a member of the Federation.

Officers

Who can be an officer

All officers must:

• be 16 years of age or older, and
• consent and certify in writing to the society that they are not disqualified (see below for more about the disqualification criteria).

Officer's consent template

This template can help you collect an officer’s consent and certification. It also collects the information you will need to add each officer to the register when you record their details online.

You do not need to upload a copy of this consent and certificate to the Incorporated Societies Register but you must keep a copy in your records.

Officers should consent each time they are appointed or elected

We recommend that current officers standing for re-election should consent again and certify that they are not disqualified from holding office. This means anyone considering being appointed or standing in an election to be an officer will take a fresh look at their role and qualifications.

Disqualification criteria

A person is disqualified from being an officer if they are:

• under 16 years of age
• currently bankrupt
• prohibited from being a director or promoter of a company
  (Learn about director prohibitions on the Companies Register website )
• disqualified from being an officer of a charitable entity
• convicted and sentenced for certain offending within the last 7 years
  • for example, crimes involving dishonesty, tax evasion, and money laundering.
• subject to particular orders in New Zealand and overseas
  • for example, a banning order issued by the Court.
• unable to comply with any qualifications for officers contained in the society’s constitution.

Officer duties

The 2022 Act defines 6 specific officer duties. If you are an officer of a society, it is very important for you to understand these duties and follow them.

As an officer you must:

1. Act in good faith and in the best interests of the society.
2. Exercise powers for proper purposes only.
3. Comply with the Act and your society’s constitution.
4. Exercise reasonable care and diligence.
5. Not create a substantial risk of serious loss to creditors.
6. Not incur an obligation the officer does not reasonably believe the society can perform.

Learn more about what governance means

CommunityNet Aotearoa is an online hub where you can find and share resources designed to strengthen organisations working with New Zealand communities.

The legislation — the Act and the Regulations

The Incorporated Societies Act 2022 and Incorporated Societies Regulations 2023 contain more information about the topics we have covered above. In particular:

• Committees — Section 45 and 46 of the Act
• Officers’ duties — Sections 54–61 of the Act
• Qualifications of officers — Section 47 of the Act
• Majority of committee may be made up of non-members during transitional period — Clause 6, Schedule 1 of the Regulations

Other guides in

Running your incorporated society

• Your responsibilities as an incorporated society
• Your society's constitution
• Restrictions on money-making activities
• Dispute resolution procedures are mandatory
• Being a member
• Holding meetings
• Entering into contracts
• Records you should keep

Other help topics