What Has Changed for Membership?

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

Members are the core of an Incorporated Society. Under the Incorporated Societies Act 2022, Incorporated Societies are required to consider a number of areas, this article will address two (2) of them:

• Number of members; and
• Member details

Number of Members

Membership is a key point of difference for Incorporated Societies compared to other legal forms of personhood.

Quantatively (by the numbers) It is a source of strength as a member led organisation can draw on the enthusiasm of its member base.

Qualitatively (by the detail), that enthausiasm is only as good as the understanding of the members. Training for members and officers of any Incorporated Society is essential in this regard.

Under section 74 of the Incorporated Societies Act 2022, an Incorporated Society must have at least ten (10) members to register as a society. This is a decrease from the fifteen (15) members required under the Incorporated Societies Act 1908.

A body corporate is still treated as being three (3) members for the purpose of determining the number of members, as per section 14 of the Incorporated Societies Act 2022.

There was no continuous minimum membership requirement under the Incorporated Societies Act 1908, but section 74 of the Incorporated Societies Act 2022 dictates that a society must have at least ten (10) members at all times. This will be something that societies need to keep an eye on – especially smaller ones.

A incorporated society should keep good account of it's aged receivables (ie membership fees) to ensure they are current. This could be subject to audit at any time.

Under section 75 of the Incorporated Societies Act 2022, if a society has fewer than ten (10) members the Registrar may intervene and give the society six (6) months to increase its membership. If the society fails to increase its membership, the Registrar may apply to the High Court to put the society into liquidation or remove the society from the register.

Section 26 of the Incorporated Societies Act 2022 does not require a society to include the membership minimum in its constitution, but it may wish to do so because of the consequences of falling below ten (10) members.

Member Details

Both the Incorporated Societies Act 1908 and the Incorporated Societies Act 2022 provide that a society’s constitution must set out how a person becomes a member of the society and how a person ceases to be a member of the society.

The Incorporated Societies Act 2022 stipulates that a society’s constitution must contain a requirement that a person consents to being a member of the society.

Member Consent

Consent is required under section 76 of the Incorporated Societies Act 2022, which also explains the consent of a body corporate may be given on its behalf in writing by a person acting under the body corporate’s express or implied authority.

Keeping a Up-to-date Register of Members

Under section 79 of the Incorporated Societies Act 2022, a society must keep a register of its members which contains the following details for each member:

• name;
• last known contact details (which at least includes a phone number, along with a physical or email address);
• the date on which they became a member; and
• any other information prescribed by the regulations (if any).

The Incorporated Society’s register must be updated as soon as practicable after the society becomes aware of the need for an update. The society’s constitution must include its arrangements for keeping its register up to date according to these requirements set out in section 79 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 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.