Dear JANZ members,
As you may be aware, the introduction of the new Incorporated Societies Act 2022 requires all existing incorporated societies in New Zealand to re-register under the new Act before 5 April 2026. The new Act introduced additional obligations for societies, including minimum requirements of what a society’s constitution must contain (we have included the new requirements below).
As part of this re-registering process, we have reviewed and amended our current Rules, so that it is compliant with the new Act’s requirements and have also included some optional provisions which can be included under the Act. At our next Annual General Meeting (AGM), we will need to pass a resolution to approve the proposed changes to the constitution and to reregister with Companies Office under the new Act.
Please find the proposed amended JANZ Rules attached, which we will need to vote on at our next AGM meeting in 2026. We also include a comparison between our existing Constitution and the proposed amended Constitution, to show what was changed. If you have any questions or concerns, please raise them with us so we can address these prior to or at the meeting. We would appreciate receiving any questions or concerns by Friday, 16 January 2026. We will send out the 14 day written notice for the AGM in the new year. The AGM date is yet to be confirmed but is likely to be in February 2026 or March 2026.
A societies constitution must now contain the following, which we have subsequently included in our Rules:
Name, Powers and Purposes
The name of the Society, which must include the word “Incorporated”, “Inc”, or “Manatōpū”;
A provision relating to the capacity, rights, powers, or privileges of the society only if the provision restricts the capacity of the society or those rights, powers, and privileges;
The purposes of the Society, which must be lawful and must not include a purpose of carrying on the society for the financial gain of any of its members.
Membership
How a person becomes, and ceases to be, a member of the Society, including that they consent to becoming a member;
Arrangements for keeping the Society’s register of membership up to date, including that the register must contain each members name, last known contact details, date on which each person became a member, name of each person who has ceased to be a member of the society within the previous 7 years and date on which each person ceased to be a member;
The Committee
The number of members on the committee (must be at least 3 or more officers who are a natural person, have consented to becoming an officer and are not disqualified from holding office under the Act);
The election or appointment and terms of officers and grounds for removal of officers;
The functions and powers of the committee;
How the Chairperson (if any) will be elected/appointed and whether they will have a casting vote;
How the contact person or persons will be elected or appointed;
How the Society will control and manage its finances;
Amendment procedures
The method by which a Society may amend its constitution – must be in writing and approved at a general meeting by a resolution passed by the relevant majority;
Option to make a minor or technical amendment;
Dispute resolution procedures
The Society’s own disputes resolution procedures or the disputes resolution procedures set out in the Act;
General meetings
The intervals between AGMs - no later than 6 months after the Society’s balance date and no later than 15 months after the previous AGM;
The information that must be presented at AGMs (annual report, financial statements and notices of the disclosures of interests);
When minutes are required to be kept;
The manner of calling general meetings;
Whether and, if so, how written resolutions may be passed in lieu of a general meeting;
The time within which, and the manner within which, notices of general meeting and notices of motion must be notified;
The quorum and procedure for general meetings;
The arrangements and requirements for special general meetings if 50% or more of the members of the committee are prevented from voting on the matter because they are interested in the matter;
Winding up
The nomination of a not-for-profit entity, or a class or description of not-for-profit entities, to which any of the society’s surplus assets should be distributed on liquidation or removal from the register;
Method of contracting
Optional removal of common seal from and method of contracting is not required to be set out in a society’s constitution, but it may be helpful to so;
Indemnity and insurance
If a society wants to indemnify or effect insurance for an officer for liability for a failure to comply with their officers’ duties or any other duty imposed on the officer in their capacity as an officer, it must expressly authorise this in its constitution
Kind regards,
Mark Wilton
Secretary / Treasurer