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 or register for the first time, 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.
Whether you are reregistering, or registering for the first time, you may want to use our Constitution Builder tool.
On this page:
- What must be included in your society’s constitution
- Constitution Builder
- If your society wants to register for the first time
- If your society wants to reregister
- How to get your society’s constitution approved
- Updating your society’s rules or constitution
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.
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.
Documented procedures for resolving disputes
Your society should have procedures in place to handle any internal disputes. If your society is registered under the 2022 Act this is mandatory and it must 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 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
If your society wants to register for the first time
Your society most likely doesn’t have a constitution yet. To create one, you may want to use our Constitution Builder tool.
If your society wants to reregister
Your society most likely already has a constitution in place. In this case, you need to review it against the new requirements and add relevant provisions before you reregister with us. You might want to use our Constitution Builder 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.
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 register or reregister your society.
Updating your society’s rules or constitution
If at any time you want to change the way your society operates, you must update your rules document or constitution according to the Act which your society is registered under. If you decide to make any changes, follow the internal procedures set out in your existing rules document.
It’s worth reviewing your rules document periodically to make sure it stays relevant. Any change you make will only take effect once it’s been registered on the Incorporated Societies Register. Until then, your society must follow the existing registered rules or constitution.
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 usIf you have any questions or comments about these law changes, you can email us at engage@societies.govt.nz.
Published 2 October 2023, updated 8 February 2024
