Your constitution contains the fundamental principles that outline the purpose, structure, and limits of your organisation. Essentially, your constitution provides a foundation upon which your organisation operates.

One of the Law Commission’s recommendations to come out of their review of the 1908 Incorporated Societies Act is that every Incorporated Society must have a constitution that is registered with, and approved by the Societies Office.

They recommend that in order to be fully comprehensive, a Constitution should cover:

  • Name of the society
  • Purpose of the society
  • Registered office of the society
  • How to become a member
  • How to cease membership
  • Provisions to keep an up-to-date register of members
  • Provisions on the committee’s composition, roles and functions
  • How the society enters into legal obligations, controls and manages its finances, and keeps financial records
  • Control and use of common seal (if your organisation has one)
  • Procedures for resolving internal disputes
  • Arrange requirements for general meetings such as:
  1. Intervals between meetings
  2. When minutes are required to be kept
  3. Manner of calling meetings and notifying members
  4. Quorum
  5. Voting procedures
  • Method for amending the constitution
  • Nomination of a NFP entity or class of NFP for distributing surplus assets

To find out more on the Law Commission’s recommendation about what a Constitution should contain please see here.

If you would like help reviewing and/or amending your society’s Constitution please don’t hesitate to contact us here at the NZARC.