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SECTION B3: Setting Up a Community Group - Incorporated Societies
Incorporated Societies: More information
An Incorporated Society can carry out any activities provided they are legal and not designed to make a profit for individual members of the society.
The steps of incorporation, including the relevant contact addresses, are outlined in the Setting up an Incorporated Society flowchart below.
Using The Sample Constitution
The Incorporated Societies Act 1908 sets out certain requirements that must be included in the society's rules. As long as these are covered, the group is free to include additional rules if it wishes.
The sample set of incorporated society rules outlined below meets all the requirements for incorporation. However most of the clauses have been developed as useful provisions in the constitution of a community group. Very few of these paragraphs are specifically required by law and can therefore be changed to suit the needs of the group. The accompanying explanations for each clause explain the purpose of the clause and whether it is required by law.
If you wish to use this document as the basis for your constitution it is important to carefully go through the sample document to make sure that it will meet your needs. If there are any provisions you are unhappy with, unclear about or feel are not covered, you should discuss alternative wordings as a group. You can obtain advice from other groups, consultants and lawyers as to appropriate wording or look at other constitutions by taking the following steps:
Rules of Incorporated Societies – Guide to Sample Constitution
Clause 1 Name: Decide the name the society wishes to incorporate under. You can search the Companies Office website using the steps outlined immediately above to see whether the name you want to use is already being used or to get ideas for possible names. The word Incorporated is required by the Incorporated Societies Act 1908 (ISA) to be part of your name.
Clause 2 Principles: While not required by law it is often worthwhile to agree on some principles your group will follow as it operates. You could also include a mission and vision statement here. Remember your constitution or rules are a public document and should give the public a good idea of what you stand for.
Clause 3 Objects: As noted in Introduction (Section B1), the wording of your objects (sometimes called purposes) is critical to ensuring your group obtains the appropriate tax status and meets the requirements of the ISA. The wording should also fully reflect your intentions and needs to cover the main activities your group intends to carry out, as well as allowing for possible activities you may wish to carry out in the future. You do not need to do everything listed in your objects so don’t be afraid to include objects even though you may not be able to caryy them out in the near future.
If your group is seeking non-profit or sports promoter status rather than charitable status the word charitable should be deleted from clause 3.5 (and anywhere else it appears in the constitution).
As you may not be permitted to carry out activities that fall outside the stated objects it is useful to include, as in this sample, a general statement allowing the society to do anything else to further its aims.
You can look at the objects of other groups by going to the Companies Office website and using the steps outlined above.
Clause 4 Powers: The ISA requires your rules to state whether or not your group will have to power to borrow, however it is useful to have a more widely worded set of powers, as in this sample, to make clear to members and others what you have the power to do.
Clause 5 Membership: The ISA requires that your constitution states how people become members and cease to be members and it is important that you state this clearly to avoid disputes over membership and voting rights.
Clause 11 Power to Delegate: This clause allows the Executive Committee to delegate day-to-day management of the society’s affairs. The Executive Committee retains ultimate responsibility for decisions made.
The sample society has a financial year of 1st April to 31st March This could be changed if for example most of the group’s likely funders have a different financial year.
Rules of Incorporated Societies
The Incorporated Societies Act sets out certain requirements that must be included in the society's Rules. As long as these are covered, the group is free to include additional Rules if it wishes. The Registrar of Incorporated Societies has the power to require the Society to include other points in its Rules.
Objects or Aims:
The objects or aims can cover any legal activities. They should include its main activities, activities the group would like to do in the future, and a general statement allowing it to do anything else to further its aims.
The Rules should include powers to borrow money and invest it; to employ staff; to lease or buy property; to sell property and to sign contracts. The powers may be as wide or narrow as the group requires.
The Rules must set out who can be a member. A group may want to have different types of members, such as full members, who are actively involved in its activities, and associate members, who are less involved but support its aims. Different types of members can have different voting rights. The Rules should state how many people can become members, and how they become members (e.g. do they apply in writing? Can they apply informally at any meeting? Are membership forms required?).
There are three types of meetings that involve all the members. They are:
There is no set number of General Meetings that must be held. In a small Society General Meetings are likely to be held regularly, for example, every month, to run the activities of the Society. In a larger Society where a Committee does most of the work, General Meetings may be held less often. General Meetings provide a way for the membership as a whole to keep in touch. The Rules may state the minimum number of General Meetings to be held, for example, at least two each year.
Annual General Meeting (AGM) / Hui-a-Tau:
The AGM is held once a year. You may want to state in your Rules that it must be held within fourteen or sixteen months of the previous AGM. This allows you some flexibility when setting the AGM but prevents a gap of almost two years arising when the AGM is held at the beginning of one year and then at the end of the next year. The AGM will elect the office holders and any committee, consider the accounts, review the year's activities and plan for the year ahead.
Special General Meetings (SGM):
These may be called outside the normal General Meeting times to discuss urgent business or to consider an important issue such as an amendment to the Rules. The Rules set out how members can request a Special General Meeting, e.g. by giving written notice to the Secretary, and whose job it is to organise it e.g. the Convenor or Secretary.
Notice of Meetings:
Your Rules set out how notices of meetings are to be given to members. In the case of an SGM the reason for calling the meeting should be included in the notice. Your Rules must also state when the notice is to be received, e.g. 14 days before the meeting.
A quorum is a minimum number of members required to attend before a meeting can begin or continue. If the quorum is not reached, the meeting cannot be held. The number of the quorum will depend on the size and circumstances of your group. It should not be set too high, or you may have difficulty holding a meeting. Nor should it be set too low, or a small group could hijack the organisation (this is a special risk with political groups). If you have a committee of, say, ten members the quorum should be set higher than that, otherwise the Registrar of Incorporated Societies may object on the grounds that the committee could exercise too much control.
Running the Meetings:
Your Rules must state who will run the meetings. Any additional details of how you want to organise your meetings can be added.
Decisions can be made either by consensus or by voting. The Rules must set out the voting procedure. They should cover whether all or only certain types of members can vote. You will need to state how a vote is to be held, e.g. by voices, by show of hands, or in writing. You will also need to state how a decision is passed and how many members need to be present. You will have to decide if you want all votes to be exercised in person at the meeting, or whether you will allow postal votes or proxy voting (where someone can vote on behalf of another member). A proxy vote should be in writing and signed by the member who cannot attend.
You do not have to have a committee. Your group can be run by General Meetings - although if it has more than twenty people you will find a committee an advantage. You can also establish sub-committees to attend to particular projects or tasks. The committee will be appointed or elected at the Annual General Meeting. Your Rules should set out:
Your group should decide how wide the committee's powers should be. You may decide that the committee should have some powers, but not all the powers the Society has, e.g. the power to borrow money to be exercised only at a General Meeting of the whole Society, or whether the committee has the power to co-opt non-members to the committee to form subcommittees.
It is important to allow the committee to be able to function without the need to call constant meetings.
Officers of the Society
Groups do not have to appoint particular officers. Some groups operate as a collective, sharing tasks and responsibilities, sometimes on a rotating basis amongst the members. It is also possible to draw on external assistance to undertake some of the tasks.
Where officers are appointed, there are usually three - the Chairperson, the Secretary and the Treasurer.
Other officers of the Society may include: a patron or patrons; a fundraising co-ordinator; a publicity co-ordinator, and an education co-ordinator.
The Common Seal:
The common seal is the Society's official stamp, which is used on documents, e.g. when borrowing money or purchasing property. The Rules must state who can use the common seal, e.g. the Chairperson and one other person appointed by the committee. They must also state who is to look after the common seal.
Your Rules must set out: that proper accounts are to be kept; who will control your funds e.g. sign cheques and withdrawals (this will usually be your Treasurer and one of two people appointed by the committee); that all funds are to be banked into the society's bank account; and that any surplus funds are to be placed in secure investments.
A financial statement must be prepared and presented to the AGM each year. The financial statement must include: your income and expenditure; your assets and liabilities; and any mortgages, charges or securities over any of your property. A copy of the financial statement must be sent to the Registrar of Incorporated Societies, along with a statement by an officer saying the accounts have been approved by the Society at a General Meeting. The accounts may not need to be audited, but some funding bodies require it.
Your Rules must state what is to happen to any assets after you have paid all your debts. You may want to distribute any surplus assets to another Society or Trust with similar aims to your own.
Sample Incorporated Society Rules
South Pepperville Youth Workers Collective
The name of the society will be South Pepperville Youth Workers Collective Incorporated; in this constitution called "the Society".
The Society is committed to:
2.2 Ensuring young people are involved in decisions that affect their futures.
The objects of the Society will be to ensure youthwork in the South Pepperville area is carried out in a planned and efficient way. In particular the Society will :
3.2 ensure that organisations employing youth workers are made aware of the training needs of their workers;
3.3 advocate on behalf of young people regarding youth issues and youth;
3.4 foster the credibility of youth work as a profession to ensure quality service are provided to the young people they work with; and
3.5 carry out other activities consistent with the charitable objects of the society
The Society will have the following powers:
4.2 To purchase, take on, lease or in exchange or hire or otherwise, acquire any real or personal property and any rights or privileges which the Executive Committee thinks necessary or proper for the purpose of attaining the objects of the Society and to sell, exchange, let, bail or lease, with or without option of purchase or, in any other manner, dispose of such property, rights or privileges.
4.3 To invest surplus funds in any way permitted by law for the investment of incorporated society funds and upon such terms as the Executive Committee thinks fit.
4.4 To borrow or raise money from time to time with or without security and upon such terms as to priority or otherwise as the Executive Committee thinks fit.
4.5 To carry on any business.
4.6 To do all things as may from time to time be necessary or desirable to give effect to and attain the objects of the Society.
5.2 Any person who agrees with the objects of the Society may, subject to the Executive Committee's approval, become a member of the Society by application in writing and upon payment of the membership subscription set from time to time by a General Meeting of the Society.
5.3 A register of members of the Society will be maintained by the Secretary in accordance with the provisions of the Incorporated Societies Act, 1908 and subsequent enactments.
5.4 Any person may resign membership of the Society by giving oral or written notice to the Secretary. The Secretary will maintain a record of any resignation.
5.5 If a current subscription has not been paid by a member, membership will cease three (3) months after a subscription has lapsed.
Expulsion of members/Te pananga o te mema mai i te
5.6 The procedure for expulsion of members will be as follows:
5.6.2 If the Executive Committee considers that there is sufficient substance in the complaint, it may invite the member to attend a meeting of the Executive Committee and to offer a written and/or oral explanation of the member's conduct.
5.6.3 The will give the member at least fourteen (14) days written notice of the meeting. The notice will:
188.8.131.52 sufficiently inform the member of the complaint so that the member can offer an explanation of the member's conduct; and
184.108.40.206 inform the member that if the Executive Committee is not satisfied with the member's explanation the Executive Committee may expel the member from the Society.
5.6.4 If in the meeting the Executive Committee decides to expel the member from the Society the member will cease to be a member of the Society.
5.6.5 A member expelled by the Executive Committee may within fourteen (14) days give written notice of appeal to the Secretary. The Secretary will then call a Special General Meeting to take place within twenty eight (28) days of receipt of the notice of appeal. If that meeting passes a resolution rescinding the expulsion, the member will be reinstated immediately.
"General Meeting" refers to both Annual General Meeting and Special General Meeting, unless otherwise specified.
6.1 The quorum for a General Meeting will be ten (10) members present in person.
7. Annual General Meetings/Nga hui a tau
7.1 The Annual General Meeting will be held annually during the months of April, May or June.
7.2.1 Receive the minutes of the previous Annual General Meeting and of any other General Meeting held since the last Annual General Meeting.
7.2.2 Receive the Executive Committee's report on the activities of the Society over the last year and the proposed priorities and directions for the Society in the current year.
7.2.3 Receive the balance sheet and statement of income and expenditure for the past year and the estimate of income and expenditure for the current year.
7.2.4 Elect the officers and other ordinary members of the Executive Committee of the Society (see section 9.1).
7.2.5 Appoint an auditor of the Society's accounts.
7.2.6 Conduct any other business which may properly be brought before the meeting.
8. Special General Meetings/Nga Hui Ohorere
8.2 A Special General Meeting will only consider business related to the reason for which it is called, as notified to the members (see section 6.3).
9. Executive Committee/Te Komiti Whakahaere
9.1 The Executive Committee will be composed of a Chairperson, Secretary Treasurer and no less than three (3) ordinary members and no more than six (6) ordinary members.
9.2 The Executive Committee will have the power to fill any places vacant following the Annual General Meeting, or any vacancy that arises in the Executive Committee or among its named officers until the next Annual General Meeting.
9.3 Elected members of the Executive Committee will retire at each Annual General Meeting, but will be eligible for re-election at the same and subsequent meetings. Newly elected Executive Committee members will take office immediately upon their election.
9.4 Nominations for elected positions on the Executive Committee, including officer-bearers, may be by way of written nomination signed by a current member and endorsed with the consent of the nominee and given to the Secretary at least seven (7) days before the day fixed for the Annual General Meeting. No nomination may be withdrawn after the date on which nominations close. If there are insufficient nominations to fill the vacant positions on the Executive Committee, oral nominations may be received at the Annual General Meeting, provided that no member will be elected who has not consented to being nominated.
9.5 The procedure for meetings will be as follows:
9.5.2 If a member of the Executive Committee, including an office-bearer, does not attend three (3) consecutive meetings without leave of absence that member may, at the discretion and on decision of the Executive Committee, be removed from the Executive Committee .
9.5.3 All questions will if possible be decided by consensus. In the event that a consensus cannot be reached then a decision will be made by a majority vote by show of hands.
9.5.4 If the voting is tied, the Chairperson will exercise a casting vote.
9.5.5 Each meeting will be chaired by the Chairperson of the Society or, in her/his absence, by a person appointed by the Executive Committee.
9.6 The Executive Committee will meet at least six (6) times every year. Meetings may be held in person or by any other means of communicating as decided on by the Executive Committee from time to time. All members of the Executive Committee, including office-bearers, will be given at least (7) days notice of the meeting by the Secretary, verbally or in writing.
9.7 The Secretary will ensure that a minute book is maintained which is available to any member of the Society and which, for each meeting of the Executive Committee, records
9.7.1 the names of those present;
9.7.2 all decisions which are required by the constitution or by law to be made by the Society; and
9.7.3 any other matters discussed at the meeting.
9.8 The Executive Committee will at all times be bound by the decisions of the members at General Meetings.
10. Income, Benefit or Advantage to be Applied to Objects/Ko nga rawa hei Painga mo te iwi
10.2 No member of the Society or any person associated with a member shall participate in or materially influence any decision made by the Society in respect of any payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever
11. Power to Delegate/Turu Taketake
11.1 The Executive Committee may from time to time appoint any committee and may delegate any of its powers and duties to any such committee or to any person. The committee or person may without confirmation by the Executive Committee exercise or perform the delegated powers or duties in the same way and with the same effect as the Executive Committee could itself have done.
11.2 Any committee or person to whom the Society has delegated powers or duties will be bound by the charitable terms of the Society and any terms or conditions of the delegation set by the Executive Committee.
11.3 The Society will be able to revoke such delegation at will, and no such delegation will prevent the exercise of any power or the performance of any duty by the Executive Committee.
11.4 It will not be necessary for any person who is appointed to be a member of any such committee, or to whom such delegation is made, to be a member of the Society.
12. Financial Arrangements/Whakarite Putea
12.2 At the first meeting of the and at the first meeting of the Executive Committee following each Annual General Meeting, the Executive Committee will decide by resolution the following:
12.2.1 how money will be received by the Society;
12.2.2 who will be entitled to produce receipts;
12.2.3 what bank accounts will operate for the ensuing year, including the purposes of and access to accounts;
12.2.4 who will be allowed to authorise the production of cheques and the names of cheque signatories; and
12.2.5 policy concerning the investment of money by the Society, including what type of investment will be permitted.
12.3 The Treasurer will ensure that true and fair accounts are kept of all money received and expended.
12.4 The Executive Committee may arrange for the accounts of the Society for that financial year to be audited by a person appointed for that purpose.
13.2 When required, the Common Seal will be affixed to any document following a resolution of the Society and will be signed by the Treasurer and one other person appointed by the Executive Committee.
14.2 The Officers, Executive and each of its members shall be indemnified by the Society for all liabilities and costs incurred by them in the proper performance of the functions and duties, other than as a result of their wilful default.
The rules of the Society may only be amended in any way by a 2/3 majority of eligible members personally present at any General Meeting, provided that no addition to or alteration of the objects clause (Section 3), the pecuniary profit clause (Section 10), the activities limited to New Zealand clause (section 17), or the winding up clause (Section 18) will be approved without the prior consent of the Department of Inland Revenue.
16. Mediation & Arbitration/Takawaenga
16.2.1 The signing of a settlement agreement by the parties; or
16.2.2 Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or
16.2.3 Notice by one or more of the parties to the mediation to the effect that further efforts at mediation are no longer justified; or
16.2.4 The expiry of sixty (60) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.
16.3 If the mediation should be terminated as provided in 16.2.2, 16.2.3, 16.2.4 any dispute or difference arising out of or in connection with this constitution, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by the parties and if they should fail to agree within twenty -one (21) days, then to be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
17. Activities Limited to New Zealand/Nga Mahi ki Aoteoroa Anake
The activities of the Society will be limited to Aotearoa/New Zealand.
18.2 Any surplus assets after the payment of all outstanding liabilities will be distributed among such community organisations in New Zealand that have similar objects to the Society and as the members will decide in a General Meeting. If the Society is unable to resolve any disagreement over the distribution of surplus assets then the provisions of Section 27 of the Incorporated Societies Act 1908, or the relevant provisions of subsequent enactments, will apply.
Application for Incorporation
The Application for Incorporation is made on a standard form available from the Companies Office, (http://www.societies.govt.nz/cad-docs/F/FS_Start_Inc_Soc.html#2), and must be completed by any 15 members of the Society.
Note the following requirements:
The statutory declaration form can be obtained from the Companies Office. It is a formal document stating that the rules have been approved by a majority of the members of your society.
Sample Covering Letter
Registrar of Incorporated Societies
National Processing Centre
Private Bag 92061
Auckland Mail Centre
Please find enclosed
Last updated: 24/06/2005