Committees and officers

The Incorporated Societies Act 2022 came into effect on 5 October 2023. Any society that incorporates or reregisters under the 2022 Act must have a governing body (its committee).

• There must be at least 3 people on the committee, and each person on the committee is an officer of the society.
• Other people can also be officers even if they’re not part of the elected committee. That includes anyone that holds a position which allows them to exercise significant influence over the management or administration of the society.

On this page:

• Committees
• Officers
  • Who can be an officer
  • Disqualification criteria
  • Template for consent and certificate of officer
  • Officer duties
• The legislation — the Act and the Regulations
• How you can stay up to date

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 2022 Act doesn’t 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 will need to contain clauses that outline things such as —

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

Minimum requirements for committees

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

• Committees will need to have at least 3 members.
• The majority of your committee must be:
  • members of the society (see note 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 five positions. Three of the people on that committee are members of Y Soccer Club, and two are not.
• Z National Federation is an incorporated society whose members are all incorporated societies. The committee of the Z National Federation has five positions. Four 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

The 2022 Act sets out who qualifies to be an officer of a society.

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

Disqualification criteria

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

• currently bankrupt
• prohibited from being a director or promoter of a company. Learn about director prohibitions
• 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 duties.

If you're an officer of a society, it’s 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 doesn’t reasonably believe the society can perform.

These duties have always existed, but they have now been set out clearly in the 2022 Act.

The legislation — the Act and the Regulations

The following sections of the Incorporated Societies Act 2022 and regulations in the Incorporated Societies Regulations 2023 contain more information about the topics we’ve covered above.

• 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 .

How you can stay up to date

We will update the information here on our website throughout the reregistration period. You can also choose to receive updates from us directly to your inbox.

Sign up to receive updates from us

If you have any questions or comments about these law changes, you can email us at engage@societies.govt.nz.

Published 10 July 2023, last updated 9 January 2025