What Are the Requirements for General Meetings?

What are the immediate issues our Incorporated Society needs to attend to with regard to general meetings?

General meetings are the forum where member 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 seven (7) of them:

• General Meetings.
• Timing of Annual General Meetings.
• Procedure at Annual General Meetings.
• Passing of Resolutions at Annual General Meetings.
• How Annual General Meetings are Called.
• Arrangements and Requirements of Special General Meetings.
• Training.

General Meetings

The Incorporated Societies Act 2022 expands on the Incorporated Societies Act 1908 in setting out several requirements for general meetings, which must be included in the society’s constitution. The requirements for general meetings are in sections 84 to 93 of the Incorporated Societies Act 2022. We have canvassed below the key elements of the Incorporated Societies Act 2022 to be included in a society’s constitution.

Timing of Annual General Meetings

The intervals between annual general meetings (“AGMs”) must be set out in the society’s constitution.

Under section 84 of the Incorporated Societies Act 2022, a society must call an AGM no later than six (6) months after the society’s balance date and no later than fifteen (15) months after the previous AGM. There is an exception to this rule for a society which is newly incorporated – a society does not have to hold its first annual general meeting in the calendar year of its incorporation but must hold that meeting within eighteen (18) months after its incorporation. Logically this would only apply to a newly incorporated society, not a society who is reregistering under the Incorporated Societies Act 2022.

Procedure at Annual General Meetings

Unlike the old 1908 Act, the Incorporated Societies Act 2022 is prescriptive and requires the constitution to provide for the information that must be presented at general meetings. As set out in section 86 of the Incorporated Societies Act 2022, the required information is:

• an annual report on the operations and affairs of the society during the most recently completed accounting period;
• the Incorporated Society’s financial statements for that period; and
• notice of the disclosures and types of disclosures made under the duty of officers to disclose when they are interested in a matter under section 63 during that period, including a brief summary of the matters or types of matters disclosed.

Under section 84 of the Incorporated Societies Act 2022, minutes are required to be kept for AGMs. This requirement must be included in the Incorporated Society’s constitution.

Passing of Resolutions

Under the Incorporated Societies Act 2022, a Incorporated Society’s constitution should include whether, and if so, how resolutions may be passed in lieu of a general meeting. If the constitution allows for a resolution to be passed in lieu of a meeting, then sections 89 to 92 of the Incorporated Societies Act 2022 will apply.

How Meetings are Called

Similar to the Incorporated Societies Act 1908, the Incorporated Societies Act 2022 requires the society’s constitution to provide for the manner of calling general meetings.

The Incorporated Societies Act 2022 also requires the Incorporated Society’s constitution to include the time within which, and the manner by which, notices of general meetings and notices of motion must be notified.

The Incorporated Society’s constitution must also provide for the quorum and procedure for general meetings (including for example whether votes may be cast by electronic means), including voting procedures, procedures for proxies (if any), and whether the quorum takes into account the members present by proxy or casting postal votes or votes by electronic means.

Arrangements and Requirements of Special General Meetings

The Incorporated Society’s constitution must also include the arrangements and requirements for special general meetings under section 64(3), unless that provision has been negated under section 67. Section 64(3) requires a special general meeting of the society to be called to consider and determine a matter which half or more of the officers are prevented from voting on.

AGMs and meetings are important for an incorporated society – they are one of the key differences from other entities, so it makes sense that there are rules about them which had been lacking before.

Training

Training in this is essential for officers of any Incorporated Society. Working For Workers can provide that training.

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.