The Incorporated Societies Act 2022 (ISA 2022) modernises and restates New Zealand’s incorporated societies law, and will eventually fully repeal and replace the Incorporated Societies Act 1908 (ISA 1908).  

The ISA 2022 was enacted on 5 April 2022. However, ISA 2022 regulations which deal with important details of the new regime were only issued in September 2023 and incorporated society registrations under the ISA 2022 (including the first re-registrations of existing incorporated societies) only commenced from 5 October 2023. 

All of New Zealand’s estimated 23,000 existing incorporated societies need to consider their response to the new legislation. To continue as an incorporated society under the ISA 2022 beyond 5 April 2026, ISA 2022 compliance and re-registration will be required by that date.

All new incorporated societies now need to be incorporated under the ISA 2022, not the ISA 1908.

Further ISA 2022 details are available in our articles regarding transitioning to the new legislation and key provisions of the new legislation. 

Mandatory content requirements for constitutions under the ISA 2022 

The mandatory content requirements for incorporated society constitutions prescribed under s 26 of the ISA 2022 are extensive. They are set out in the table below: 

	Matters that an incorporated society’s constitution must contain under the ISA 2022
s 26(1)(a)	Name of the society (see also s 11 regarding name requirements).
s 26(1)(b)	Purposes of the society (see also s 12 regarding purpose requirements).
s 26(1)(c)	How a person becomes a member of the society, including a requirement that a person must consent to be a member (see also s 76).
s 26(1)(d)	How a person ceases to be a member of the society.
s 26(1)(e)	Arrangements for keeping the register of members up to date (see also s 79).
s 26(1)(f)	Composition, roles and functions of the society’s committee, including:  the number of members that must or may be on the committee (see also s 45); the election or appointment of officers; the terms of office of the officers; the functions and powers of the committee (see also s 46); grounds for removal from office of officers (see also s 50(1)(b)) ; how the chairperson (if any) will be elected or appointed and whether that person will have a casting vote if there is an equality of votes; and the quorum and procedure for committee meetings, including voting procedures.
26(1)(g)	How the contact person or persons will be elected or appointed (see also s 113).
26(1)(h)	How the society will control and manage its finances.
26(1)(i)	The method by which the constitution may be amended (see also ss 30 and 31).
26(1)(j)	Procedures for resolving disputes, including providing for how a complaint may be made (see also ss 38 to 44) – which do not limit any power to apply for an order, or take any other enforcement action, under Pt 4.
26(1)(k)	Arrangements and requirements for general meetings (see also ss 84 to 93), including: the intervals between general meetings; the information that must be presented at general meetings; when minutes are required to be kept; the manner of calling general meetings; whether, and if so, how written resolutions may be passed in lieu of a general meeting for the purposes of s 89; the time within which, and manner in which, notices of general meetings and notices of motion must be notified; the quorum and procedure for general meetings, including voting procedures (eg, permitting voting by post or electronic means), procedures for proxies (if any), and whether the quorum takes into account members present by proxy or casting postal votes or votes by electronic means; and the arrangements and requirements for special general meetings under s 64(3) (dealing with situations involving conflicts of interest at committee level), unless that provision has been negated under s 67.
26(1)(l)	The nomination of a not-for-profit entity, or a class or description of not-for-profit entities, to which any surplus assets of the society should be distributed on a liquidation or on, or to enable, removal from the register (see also s 5(3) and subpt 5 of Part 5) This requirement does not apply to a racing club under the Racing Industry Act 2020.

In addition to including all of the mandatory content set out above, it is also important that all other aspects of a society’s constitution are aligned with the provisions of the ISA 2022 and that default provisions under the ISA 2022 are precluded or modified where permitted and appropriate.

Examples of default provisions under the ISA 2022 that might be precluded or modified include, for example, provisions relating to the capacity and powers of a society (eg, if the society’s capacity/powers need to be restricted for charitable and/or tax-exempt status purposes), the role a society’s committee, conflict of interest requirements, membership approval thresholds for various matters, and officer indemnification/insurance.  

For existing incorporated societies preparing for re-registration under the ISA 2022, a choice needs to be made in relation to whether to revise the society’s existing constitution to include the mandatory content requirements and align with the ISA 2022, or otherwise start afresh. If the society’s existing constitution only includes a few gaps, revision of that constitution may be appropriate, eg for some societies dispute resolution provisions that comply with s 26(1)(j) of the ISA 2022 may be the only substantive omission from their existing constitution. 

Proposed new incorporated societies can start afresh with an ISA 2022 compliant constitution. 

As noted, it is critical that a society’s constitution meets the requirements of the new legislation, as it will be checked by the Registrar and rejected if it is non-compliant. In particular, constitutions have been rejected because they do not properly cover off all of the mandatory content requirements under s 26 of the ISA 2022. In this scenario, the constitution will then need to be amended, and referred back to the society’s membership for approval purposes, and the society’s re-registration or incorporation will be delayed.  

For societies that are charitable and/or tax-exempt, the constitution will also need to include all provisions required to secure that status and be filed with Charities Services under the Charities Act if applicable.

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We have experts who are highly experienced in New Zealand incorporated societies law, regularly dealing with and resolving issues relating to the ISA 1908/2022 transition, incorporated society establishment and compliance, constitutional drafting, governance, charitable and tax-exempt status and other tax matters, and other aspects of incorporated societies’ operations. 

We advise and assist a wide range of incorporated societies, large and small, including industry/professional/trade associations, sports organisations at national, regional and local level, organisations representing iwi and hapu, residents’ associations, healthcare organisations, business/mainstreet associations, and educational organisations. 

Contact one of our incorporated societies law experts (below) if you have any questions about the ISA 2022 and its implications for you and your organisation.