What Are the New Amendment Procedures?

What are the immediate issues our Incorporated Society needs to attend to with regard to constitution amendments?

Constitution amendments are the course changes that ensures that the fundamental lawful obligations of an Incorporated Society are met by members, officers, and the society as a legal personhood. Under the Incorporated Societies Act 2022, Incorporated Societies are required to consider a number of areas, this article will address six (6) of them:

• Amendment Procedures.
• Relevant Majority.
• Minor Amendments.
• Minor Amendments.
• Written Notice.
• Amendment Register.

Amendment Procedures

The Incorporated Societies Act 2022 includes guidance for Incorporated Societies on what amendment procedures must be included in the Incorporated Society's constitution.

Under section 30 of the Incorporated Societies Act 2022 an Incorporated Society may amend its constitution in the manner provided by the constitution, but every amendment must be:

• in writing;
• approved at a general meeting by a resolution passed by the relevant majority (discussed below) required by the constitution (or by resolution passed in lieu of a meeting in accordance with section 89 of the Incorporated Societies Act 2022); and
• otherwise made in accordance with the society’s constitution.

This procedure must be set out in the society’s constitution, including whether the relevant majority is a simple majority or a higher majority and any additional requirements beyond those set out in section 30 of the Incorporated Societies Act 2022.

Relevant Majority

Under the Incorporated Societies Act 2022 a relevant majority means either:

• a simple majority of the votes of those members entitled to vote and voting on the issue; or
• where a higher majority is required by the Incorporated Society’s constitution, that higher majority of the votes of those members entitled to vote and voting on the issue.

Minor Amendments

Section 31 of the Incorporated Societies Act 2022 sets out the procedure for minor or technical amendments. Such amendments have no more than a minor effect, correct errors or make similar technical alterations.

Written Notice

Where there needs to be a minor or technical amendment to the constitution, the Executive Committee must ensure written notice of the amendment is sent to every member in accordance with the Incorporated Society’s constitution. This notice must include the text of the amendment and the member’s right to object to the amendment. If the Executive Committee does not receive an objection from a member within twenty (20) working days after the date on which the notice was sent (or any longer period specified in the constitution), the committee may make the amendment. If an objection is received, then the Executive Committee may not make an amendment. This section 31 procedure must be set out in the society’s constitution.

Amendment Register

An incorporated Society should keep an amendment register, this should be set up on the Incorporated Societies website and promulgated so that the membership has access to it. Working For Workers can help with this. This is an extremely useful tool to clarify any actions taken in service of the constitution and the membership.

Legislation cited is linked to the current consolidated text on the New Zealand Parliamentary Counsel Office website at legislation.govt.nz. Statutory references are to the Incorporated Societies Act 2022 and the Incorporated Societies Regulations 2023 as in force at the date of this article. This article is general information about the law and is not legal advice; for advice on a particular society, contact Working for Workers.