So­ci­eties Act about to get an over­haul

Kapi-Mana News - - WHAT’S ON - ALAN KNOWSLEY

Af­ter more than 100 years, a new draft In­cor­po­rated So­ci­eties Act has been re­leased for pub­lic com­ments and sub­mis­sions.

Pub­lic sub­mis­sions close on June 30. The leg­is­la­tion is ex­pected to be in­tro­duced to Par­lia­ment in 2017 and per­haps en­acted in 2018.

There will be a long tran­si­tion pe­riod for in­cor­po­rated so­ci­eties to change to the new act by 2020.

The good news is that ex­ist­ing so­ci­eties will be deemed to be reg­is­tered un­der the new act and will not have to re-reg­is­ter, but will be re­quired to meet some new re­quire­ments in their con­sti­tu­tions (and file those with the reg­is­trar) and to en­sure their of­fi­cers com­ply with the re­quire­ments.

The reg­is­trar may de­clare that the stan­dard con­sti­tu­tional clauses ap­ply if a so­ci­ety has not lodged a com­ply­ing con­sti­tu­tion. The reg­is­trar can also liq­ui­date non-com­pli­ant so­ci­eties and refuse reg­is­tra­tion if the so­ci­ety’s pur­poses or con­sti­tu­tion do not com­ply with the act.

DIS­PUTE RES­O­LU­TION

The cur­rent act pro­vides no process for dis­putes res­o­lu­tion. The new rules pro­vide for dis­pute res­o­lu­tion pro­cesses be­tween mem­bers and also be­tween mem­bers and the so­ci­ety.

WIND­ING UP

All so­ci­eties must nom­i­nate in their con­sti­tu­tion a not for profit en­tity or class of en­ti­ties for dis­tri­bu­tion of as­sets on the liq­ui­da­tion of the so­ci­ety. This can be amended later if re­quired, but can­not be left un­til the so­ci­ety is about to wind up.

STAN­DARD PRO­VI­SIONS

Stan­dard pro­vi­sions for a so­ci­ety’s con­sti­tu­tion will be pro­vided once they have been ap­proved by the min­is­ter on the rec­om­men­da­tion of the reg­is­trar. So­ci­eties can adopt some or all of th­ese as parts of their con­sti­tu­tion or adopt their own pro­vi­sions (which must still com­ply with the act).

There is no model con­sti­tu­tion pro­vided ow­ing to the vast va­ri­ety of so­ci­eties that ex­ist.

OF­FI­CERS OF SO­CI­ETIES

Of­fi­cers must be at least 16 and one of the of­fi­cers has to be nom­i­nated as the con­tact of­fi­cer who has no ex­tra du­ties and is not sub­ject to any of­fence pro­vi­sions, but is a con­tact per­son for the min­istry.

NUM­BER OF MEM­BERS

Un­der the cur­rent act the so­ci­ety needs only to have the min­i­mum num­ber of mem­bers to reg­is­ter and can then drop below that. How­ever, un­der the pro­posed act a so­ci­ety must con­tinue to have at

Le­gal mat­ters

least 10 mem­bers. If the so­ci­ety drops below 10 mem­bers it can con­tinue to op­er­ate while seek­ing new mem­bers and has six months to get back to at least 10 mem­bers.

AN­NUAL MEET­ING

An­nual meet­ings can be held us­ing mod­ern tech­nol­ogy and must be held within set time frames. The act pro­vides what busi­ness must be con­ducted at the meet­ing.

An­nual and spe­cial gen­eral meet­ings re­quire a quo­rum of 10 per cent of mem­bers at­tend­ing in per­son or by au­dio vis­ual means.

Other points of in­ter­est are that the chair has a cast­ing vote and that amend­ments to the con­sti­tu­tion will only re­quire a ma­jor­ity vote.

Pub­lic sub­mis­sions are be­ing sought over changes to the So­ci­eties Act.

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