Using our Constitution Builder to draft or revise a society’s constitution

Every incorporated society must have a constitution. Your constitution is a document that details how your society will operate.

Here are some examples of the provisions that must be covered:

• 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 and its roles, functions, powers, and procedures
• how your society will hold general meetings, make decisions, and elect or appoint officers
• the procedures for resolving disputes.

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

How to use the Constitution Builder

It is free to use the Constitution Builder. Once you finish, we'll send you a draft constitution as a Word document that you can then review with your members.

In our tool we have 3 different rule types —

1. Mandatory rules
   • The rules required to be in your society’s constitution by the Incorporated Societies Act 2022, and
   • Rules that are essential to include so that your constitution makes sense (for example, the ‘Definitions’ clause)
2. Recommended rules
   If you include these rules your society’s constitution will be more comprehensive – many reflect best practice ways of running societies.
3. Optional rules
   These rules might only suit some societies. You can choose to include these if they are appropriate for how your society will operate.

Information you'll need to get started

There is some information you must have on hand so you can complete the mandatory rules.

Mandatory rules

• Your society's name
  It must end with the word ‘Incorporated’, ‘Inc’ or the word ‘Manatōpū’. You can choose to use a combination of these words as the last word or words of your society’s name.
• Whether your society will be registered as a charitable entity under the Charities Act 2005.
• Your society's purposes
  What it intends to do or achieve.
• Some procedural information about holding general meetings —
  • How many working days’ notice your society will give when calling a general meeting.
  • What's required, including how much notice must be given, for motions to be able to be voted on at a general meeting.
  • How many members forms a quorum at a general meeting (a percentage of eligible members)
  • Who would chair the meeting if the Chairperson was absent.
  • Whether the meeting Chairperson has a casting vote and whether they have the power to adjourn a meeting.
  • What the grounds are for removing a person from the meeting.
  • Whether meetings can be held electronically as well as physically meeting in person.
  • Whether your society may pass a written resolution in lieu of a general meeting. And if so, what percentage of members must approve such a resolution for it to be passed.
  • What percentage of eligible members need to sign a request making it necessary for the committee to call a Special General Meeting.
• What grounds apply for the committee to pass a resolution to cease a member’s membership.
• How many members will be on the committee
  There must be at least 3.
• How officers are elected or appointed
  The tool offers 3 options.
• The term of office for each officer plus —
  • The maximum number of consecutive terms an officer can serve.
  • The maximum number of consecutive years a chairperson can serve.
    
• The grounds for removing an officer.
• Some procedural information about holding committee meetings —
  • How many officers forms a quorum at a committee meeting (half or two-thirds)
  • Whether the meeting Chairperson has a casting vote.
• When your society's financial year begins and ends
  The day and month.
• How the constitution can be amended
  • The percentage of eligible members that must sign the proposed motion to amend the constitution and when they need to get the signed motion to the Committee (the number of working days before the general meeting).
  • How many working days’ notice the committee will give when giving notice to members of a proposal to amend the constitution.
  • Whether the resolution can be passed by a simple majority or a two-thirds majority.
• The legal name, description, or class of not-for-profit organisation that any surplus assets would be given to if your society is put into liquidation or removed from the register.

There are also several 'Recommended' and 'Optional' rules that you can customise to suit your society.

• For example, it’s no longer mandatory for societies to have a common seal but if your society will, you will need to record who will have custody of the common seal and who will countersign when the common seal is affixed to a document.

You can save your draft

Once you've started creating a constitution you can save it and come back later to finish adding the details.

When you save your draft, we'll send you an email that contains a link to use when you're ready to carry on drafting.

• Make sure you enter a valid email address. You will need the email to come back to your saved draft.
• Each time you save a draft, we'll keep it in the system for 90 days.
• We'll send you a reminder email 30 days before the draft is due to expire.

Start drafting your constitution

Other guides in

Running your incorporated society

• Your responsibilities as an incorporated society
• Rules and constitutions
• Holding meetings
• Restrictions on money-making activities
• Entering into contracts
• Records you should keep

Other help topics