In short. Governance is the glue that holds an incorporated society together, and the Incorporated Societies Act 2022 makes far more of it compulsory than the former Incorporated Societies Act 1908 ever did. A society must now have a formally constituted committee of at least three (3) qualified officers, a constitution that spells out how those officers are appointed, what they may do, and how they may be removed, and at least one (1) contact person through whom the Registrar can reach the society. This article walks through the seven (7) governance matters every committee should have settled.
The Incorporated Societies Act 2022 replaced the long-serving Incorporated Societies Act 1908, which had governed the roughly twenty-four thousand (24,000) incorporated societies in Aotearoa New Zealand for more than a century. Alongside it sits the complementary Incorporated Societies Regulations 2023, which set out how a society registers and files once the substantive legal obligations have been met.
The single most consequential shift is that governance is no longer left to custom and goodwill. Under the Incorporated Societies Act 2022 a society's governance arrangements must be written into its constitution, and section 26 of the Incorporated Societies Act 2022 prescribes what that constitution must contain. Because the Registrar checks a constitution for compliance and will reject one that falls short, the governance requirements below are not aspirational — they are the entry ticket to remaining a society at law.
This article addresses the seven (7) governance matters a committee should attend to: the executive committee itself; how many people, and who, may sit on it; the appointment of officers; their functions and powers; their removal; terms, chairpersons, and quorum; and the contact person. It closes on the question that underwrites all of them — officer training.
The former Incorporated Societies Act 1908 required a society to have officers, but it did not require those officers to be organised into a governing body. The Incorporated Societies Act 2022 changes that. Every society must now have a committee — commonly called the executive committee — and the society's constitution must set out the committee's composition, roles, functions, powers, and procedures. Governance, in other words, moves from informal practice to a documented structure that members and the Registrar can hold the society to.
The constitution must state the number of people who must or may serve on the committee and the qualifications for committee membership. Under section 45 of the Incorporated Societies Act 2022, the committee must be made up of three (3) or more officers who are qualified to be elected or appointed under section 47 of the Incorporated Societies Act 2022. A majority of the officers must also be members of the society, or be representatives of bodies corporate that are members of the society.
The constitution must set out how officers are elected and appointed. Section 47 of the Incorporated Societies Act 2022 fixes the qualifications an officer must meet. In summary, the officer must be a natural person, must have consented in writing to holding office, and must certify that they are not disqualified under section 47(3) of the Incorporated Societies Act 2022.
The list of disqualifications in section 47(3) of the Incorporated Societies Act 2022 is long, but it largely mirrors the disqualifications that apply to officers of other legal entities. A person under sixteen (16) years of age, or a person who is an undischarged bankrupt, are familiar examples of those who cannot be elected or appointed as an officer. A society may record the qualifications of officers in its constitution alongside the procedure for their election or appointment, or it may keep those qualifications in a separate policy document.
There is a practical trap worth naming. If an election proceeds and it later emerges that an officer was in fact disqualified at the time of their election or of a decision they took part in, the validity of the society's decision-making can be unwound. The protection is straightforward: do the due diligence before appointment, and obtain a written warranty from each prospective officer that they are qualified to serve. Ask our staff how to put that process in place.
The constitution must also record the functions and powers of the committee. These are set out in section 46 of the Incorporated Societies Act 2022, under which the committee's function is to manage, or to direct and supervise the management of, the operation and affairs of the society. To that end the committee has all the powers necessary for managing, and for directing and supervising the management of, the society's operation and affairs. The governance body, in short, runs the society between general meetings, subject always to the constitution and to the members.
The constitution must state the grounds on which an officer may be removed. Section 50 of the Incorporated Societies Act 2022 provides that a person ceases to hold office where they are removed in accordance with the society's constitution, or where the officer:
The Incorporated Societies Act 2022 requires the constitution to deal with the everyday mechanics of the committee as well. It must record the terms of office of the officers; how the chairperson, if there is to be one, is elected or appointed, and whether that person has a casting vote where the votes are equal; and the quorum and the procedure for committee meetings, including voting procedures. The purpose running through all of these requirements is the same — to improve the standard of governance by making explicit, in advance, how a committee is to conduct itself.
Section 113 of the Incorporated Societies Act 2022 introduces a new requirement: a society must have at least one (1) contact person at all times, and may have up to three (3). The purpose is practical — the society must always have an identified individual whom the Registrar can reach. Under section 114 of the Incorporated Societies Act 2022, a contact person must be at least eighteen (18) years of age and ordinarily resident in New Zealand. How the contact person or persons are elected or appointed must be set out in the society's constitution.
A modern society should also maintain a modern presence — a website on which it publishes its events, its registers, and its notices — and responsibility for that presence sits naturally with the contact person or persons.
Incorporated societies are democratic by nature, and members usually have a say in what the society may and may not do. The one matter that is not open to a vote is compliance: the society and its officers must perform their fundamental lawful obligations under the Incorporated Societies Act 2022 and the Incorporated Societies Regulations 2023. Officer training is what allows a committee to navigate those obligations with confidence rather than by guesswork, and it is the cheapest insurance a society can buy against an avoidable misstep. Working for Workers provides that training.
The shift in governance is easiest to see when the former Act and the current Act are set against each other across the matters a committee now has to settle.
| Governance matter | Under the Incorporated Societies Act 1908 | Under the Incorporated Societies Act 2022 |
|---|---|---|
| Governing body | Officers required, but no formally constituted committee. | A committee is mandatory and must manage or supervise the society (section 46 of the Incorporated Societies Act 2022). |
| Minimum size | Not prescribed in these terms. | Three (3) or more qualified officers, a majority being members or members' representatives (section 45 of the Incorporated Societies Act 2022). |
| Officer qualifications | Limited statutory specification. | Natural person, written consent, and certification of non-disqualification (section 47 of the Incorporated Societies Act 2022). |
| Removal and vacancy | Largely a matter for the society's rules. | Grounds for ceasing to hold office set by statute and constitution (section 50 of the Incorporated Societies Act 2022). |
| Contact person | No equivalent requirement. | At least one (1), and up to three (3); eighteen (18) or over and New Zealand resident (sections 113 and 114 of the Incorporated Societies Act 2022). |
Legislation cited is linked to the current consolidated text on the New Zealand Parliamentary Counsel Office website at legislation.govt.nz. Statutory section references are to the Incorporated Societies Act 2022 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 or a particular officer's position, contact Working for Workers.
A compliant committee, a constitution that survives the Registrar's scrutiny, qualified officers, and a contact person who is actually contactable — these are the foundations every incorporated society now stands on. If you are re-drafting a constitution, appointing or removing officers, or simply unsure whether your governance meets the standard the Incorporated Societies Act 2022 sets, we can help you put it right.
Working for Workers supports people and organisations across four areas of practice:
Fairness in Law · ACC Law · Employment Law · Incorporated Societies Evaluation
Whatever stage your society is at, get in touch and we will help you work out where you stand.