Incorporated Societies Bill

  • enacted

Hon Dr David Clark

Incorporated Societies Bill

Government Bill

15—3

Contents

Key
1Title
2Commencement
3Purposes
4Overview
5Interpretation
6Transitional, savings, and related provisions
7Act binds the Crown
8Eligibility to be incorporated society
9Application for incorporation
10Registrar has discretion about nature and extent of consideration of application
11Registrar must refuse incorporation if name of society does not comply with requirements
12Registrar must refuse incorporation if Registrar considers that purposes do not comply with Act
13Registrar must refuse incorporation if Registrar considers that constitution does not comply with Act
14Body corporate treated as equivalent to 3 members in some cases
15Incorporation
16Society is body corporate
17Certificate of incorporation
18Capacity and powers
19Validity of actions
20Dealings between society and other persons
21No notice or knowledge of constitution merely because it is registered or available for inspection
22Society must not be carried on for financial gain of its members
23Financial gain
24When society does not have financial gain purpose
25Society must have constitution
26What constitution must contain
27Constitution must not give members rights or interests in society’s property
28Bylaws, and tikanga, kawa, culture, or practice, and other matters
29Effect of constitution
30Society may amend constitution
31Minor or technical amendments
32Amended constitution must continue to comply
33Society must give Registrar copy of amendment and amended constitution
34Registration of amendment
35Court may amend constitution
36Amendment where constitution is oppressive, unfairly discriminatory, or unfairly prejudicial
37Change of name cannot be made by amending constitution
37AMeanings of dispute and complaint
38Procedures for resolving disputes must be consistent with natural justice
38ASociety may choose to include procedures in Schedule 2
38BSafe harbour if Schedule 2 is used
38CConstitution may provide for types of dispute resolution
39Provisions relating to arbitration
39AConstitution may provide for appeal or review
40Committee
41Management of society
42Qualifications of officers
43Registrar may waive disqualifying factors
44Other provisions relating to waivers
45Officer ceasing to hold office
46Former officer remains liable for past acts, omissions, and decisions
47Notice of elections or appointments and of other changes relating to officers
48Validity of officer’s acts
49Duty of officers to act in good faith and in best interests of society
50Powers must be exercised for proper purpose
51Officers must comply with Act and constitution
52Officer’s duty of care
53Duty relating to activities that create substantial risk of serious loss to creditors
54Duty in relation to obligations
55Use of information and advice
56Duties owed to society
57When officer has interest
58Duty to disclose interest
59Consequences of being interested in matter
60Consequences of failing to disclose interest
61Regulations may provide for how members are notified
61AConstitution may negate, limit, or modify conflict of interest requirements
62Avoidance of transactions
63What is fair value
64Onus of proving fair value
65Effect on third parties
66Application of provisions in case of certain payments, indemnities given, or insurance provided
67Interests register
68Society must have at least 10 members
69Registrar may act if society has fewer than 10 members
70Consent to become member
71Members have no right to property of society
72Liability of members
73Register of members
74Information for members
75Grounds for refusing request
76Member may withdraw request if there is charge for information
77Court orders relating to information
78Annual general meetings
79Irregularities in calling meeting
80Information to be presented at annual general meeting
81Methods of holding meetings
82Right of access to financial statements and minutes of meeting
83Resolution in lieu of meeting
84Proposed resolution in lieu must be sent to members entitled to vote
85Accidental omission does not invalidate resolution in lieu
86Society must send copy of passed resolution in lieu to certain members
86AConstitution may permit voting by proxy, post, and electronic means
87Society restricted from indemnifying or effecting insurance for its own officers, members, and employees
88Society may indemnify or effect insurance for person in their capacity as employee of third person
89Permitted indemnities for certain liabilities or costs
90Permitted insurance for certain liability or costs
91Indemnity or insurance for breach of officers’ duties, etc, must be expressly authorised by society’s constitution
92Balance date of charitable entities
93Balance date of other societies
94Accounting records must be kept
95Annual financial statements must be prepared and registered
96Definitions relating to financial reporting
97Minimum requirements for financial statements of small societies
98Annual financial statements of certain societies must be audited
99Auditor must report to members
100Auditor’s report must be sent to Registrar and External Reporting Board if requirements have not been complied with
101Duties do not apply if alternative financial reporting duties under financial markets or charities legislation
102Annual returns
103Registered office
104Change of registered office
105Purpose
106Society must have contact person
107Who contact person may be
108Vacancy in position of contact person
109Notice of change of contact person
110Change of name of society
111Registrar may refuse application if proposed name contrary to section 11
112Change of name if name is contrary to section 11
113Effect of change of name
114Use of society name
115Society may use abbreviation
116Method of contracting
117Attorneys
118Service of documents
118AUse of te reo Māori in records and documents
119Overview
120Part subject to exclusive jurisdiction under other legislation
121Court orders
122Disputes under society’s constitution
123When decision maker has lack of jurisdiction
124Who may apply
125Court orders
126Who may apply
127When member or officer may apply or intervene in proceeding on behalf of society
128Matters court must have regard to in determining whether to grant leave
129Other matters relating to leave application
130Powers of court where leave granted
131Costs of action by member, officer, or Registrar to be met by society
132Settlement, compromise, or withdrawal of proceeding brought by member, officer, or Registrar
133Prejudiced members
134Court orders
135Society may recover financial gain from member
136When member or officer may apply or intervene in proceeding on behalf of society
137Matters court must have regard to in determining whether to grant leave
138Other matters relating to leave application
139Powers of court where leave granted
140Costs of action by member, officer, or Registrar to be met by society
141Registrar may bring proceeding to recover financial gain
142Limit on Registrar’s power to apply
143Court may refuse to consider application
144Applications by former members
145Undertaking about damages not required by Registrar
147False statements
148Fraudulent use or destruction of property
149Falsification of register, records, or documents
150Operating fraudulently or dishonestly incurring debt
151Improper use of “Incorporated”, “Inc”, or “Manatōpū”
152Banning order contravention
153Infringement offences
154Proceedings for infringement offences
155When infringement notice may be issued
156Infringement notice may be revoked
157What infringement notice must contain
158How infringement notice may be served
158How infringement notice may be served
159Payment of infringement fee
160Reminder notices
161Court may disqualify officers
162When order may be permanent or for period longer than 10 years
163Notice of banning order
164Applications for orders
165Right to appear and give evidence
166Liability for contravening banning order
167Removal from register
168Grounds for removal from register
169When society may request removal
170Notice of intention to remove from register
171Objection to removal from register
172Objections under section 171(1)(a) to (d)
173Objections under section 171(1)(e) to (g)
174Registrar must send information to person who requests removal
175Court may order that society not be removed
176Liability of officers, members, and others to continue
177Restoration to register
178Registrar may restore society to register
179Notice of proposed restoration
180Registrar must not restore society if objection received
181Court may order restoration of society
182Registrar or court may require provisions of this Act or regulations to be complied with
183Other court orders
184Amalgamations
185Amalgamation proposal
186Information relating to proposal for members, creditors, and public
187Approval of amalgamation proposal
188Solvency test for amalgamations
189Officers must sign certificate
190Registration of amalgamation
191Certificate of amalgamation and changes to register
192Amalgamation must not proceed if Registrar considers that name does not comply
193Amalgamation must not proceed if Registrar considers that purposes do not comply with Act
194Amalgamation must not proceed if Registrar considers that constitution does not comply with Act
195Registrar has discretion about nature and extent of consideration of amalgamation proposal
196Effect of certificate of amalgamation
197Other registers
198Amalgamated society may present certificate about property of society
199Powers of court in other cases
200Compromises with creditors
201Members may resolve to put society into liquidation
202Application of Companies Act 1993 where members resolve to put society into liquidation
203High Court may put society into liquidation
204Limit on liquidation where society has fewer than 10 members
205Application to court to appoint liquidator
206Application of Companies Act 1993 where High Court puts society into liquidation
207Application of subpart
208Who may act under subpart
209Rules for disposal of surplus assets
210How resolution may be passed after society is removed
211When distribution under constitution does not apply
212Extent of inquiries that must be made
213Other provisions relating to person authorised by Registrar
214Directions to facilitate liquidation or removal of society
214ADirection to defer disposal of surplus assets
214BDisposal of surplus assets ceases if society is restored to register
215Distribution after lapse of time
216Direction relating to land
217No appeal against Registrar’s decision
218Application of subpart
219Notice of resolutions
220Approval of resolution
221Additional requirement for resolution providing for distribution of surplus assets
222Register of incorporated societies
223Purpose of register
224Contents of register
225Registrar may remove or omit information and may restrict public access
226Amendments to register
227Registration of documents or other information
228Search of register
229Search purposes
230When search constitutes interference with privacy of individual
231Registrar of Incorporated Societies
232Functions of Registrar
233Power of Registrar to delegate
234How delegated functions may be performed
235Registrar’s powers of inspection
236What powers may be exercised
237Offence to obstruct or hinder
238Disclosure of information and reports
239Inspector’s report admissible in liquidation proceedings
240Appeals against Registrar’s decisions
241Exercise of powers under section 235 not affected by appeal
242Sharing of information relating to charitable entities
243Jurisdiction of District Court
244Jurisdiction of High Court
245Regulations
246Fees
247Transitionals, savings, and orderly implementation of Act
248Entities formed or incorporated by other Acts may convert to be incorporated societies
249Consequences of failing to comply with terms or conditions of conversion
250Amendments to Charitable Trusts Act 1957
251Section 6 amended (Interpretation)
252Section 8 replaced (Society may apply for incorporation)
8Applications for incorporation may no longer be made by societies
253Section 9 amended (Manner in which society may authorise application)
254Section 10 amended (Applications for incorporation)
255Section 11 amended (Registration of boards)
256Section 17 amended (Right to appeal to court)
257New section 30A inserted (Society may reregister under Incorporated Societies Act 2021)
30ASociety may reregister under Incorporated Societies Act 2021
258Schedule 2 amended
259Repeal of Incorporated Societies Act 1908
260Revocation of Incorporated Societies Regulations 1979
261Amendments to and repeal of other Acts legislation
Legislative history

The Parliament of New Zealand enacts as follows: