Committees and officers

There will be changes to how societies must be run

The Incorporated Societies Act 2022 came into effect on 5 October 2023. Any society that incorporates or reregisters under the new 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

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 new 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 new Act also sets out some minimum requirements for each committee.

  • Committees will need to have at least 3 members.
  • The majority of your commitee must be members of the society or representatives of a body corporate that is a member of the society (see note below).

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 5th position on the committee is filled by a lawyer who is not a member of the Federation.

Officers

You must consent in writing to be an officer and certify that you’re not disqualified from being an officer.

We have created a template that your society can choose to use to collect an officer’s consent and certificate. If you use this template, you will also collect the information you’ll need to add each officer’s details to the register.

Template IS22-CCO – Consent and certificate of officer PDF, 109 KB opens in a new window

Officer duties

The new Act also defines 6 specific duties. 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 new Act.

See examples for each of these duties

Let's talk about... officer duties

There are 6 broadly expressed duties under the Incorporated Societies Act 2022. As an officer of a society, it’s very important for you to understand these duties and follow them. What are they?

1. Act in good faith and in the best interests of the society

For example:
You must act honestly, openly, and without hidden motives. This might be when you're making decisions as part of your committee or carrying out a specific role or job for your society. Decisions you make must be in the best interests of the society as a whole (not individual members).

2. Exercise powers for proper purposes only

This might include:
As an officer you must not use your authority for a reason other than what it was granted for, even if you think you’re acting in your society’s best interests.

3. Comply with the Act and your society’s constitution

An example of this might be:
You must call and run your society's meetings in the way set out in your constitution. You will also need to make sure you know what information to keep up to date with the Registrar, including filing financial statements, an annual return, and updating any details on the register.

4. Exercise reasonable care and diligence

One example of how this might be done:
You must take steps to ensure you’re properly informed about the financial position of your society. You must also make sure you understand the responsibilities you’ve taken on behalf of your society.

5. Not create a substantial risk of serious loss to creditors

What you might need to do could include:
You must ensure that none of your society’s activities are carried out in a way that would result in your society being unable to pay debts it owes (such as to any of its suppliers).

6. Not incur an obligation the officer doesn’t reasonably believe the society can perform

One way you can avoid this:
You should not vote to accept a quote to carry out repairs on your society's clubrooms if you're not certain that you'll have all the funds on hand to cover the costs.

You may need to seek help

There are times when seeking professional or expert advice might help you to make decisions or to carry out your role in your society.

Who can be an officer

The new 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.
  • 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.

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.

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 7 December 2023