Co-option to committees

It is common practice to co-opt people to join committees or sub-committees of societies or trusts, and a well-drawn constitution should make clear the powers and responsibilities of such co-opted people.  Co-option is a term used to indicate that someone from outside a group may be included in the group, either by the group or by the entity that established the group originally.  When co-option is being considered a number of issues need to be considered, as discussed below. Is there power to co-opt? Powers of co-option are usually specified in a constitution if co-option is contemplated by the entity.  If an unlimited power of co-option did exist, for instance, the co-opted people could exceed in number (and therefore out-vote) the duly appointed or elected trustees or committee members, and that might be argued to be contrary to the expectations of those who approved the constitution.  While trustees and committees have wide powers of governance (either express or implied), in the absence of a specific power to co-opt my view is that they have no power, in effect, to add to their number.  To do that should require appointment of new trustees (in the case of a trust) or having additional committee members elected (if a society).  There is authority supporting this view that co-option in the absence of a power to co-opt is unconstitutional (Skipworth-Halatau v Ngati Kapo (Aotearoa) Inc, Employment Court, Auckland Registry, AEC72/98 A85/97). Who may be co-opted? If powers of co-option can be exercised, it is usual for the entity’s constitution to specify this and to specify whether the person co-opted needs to be a...

The Need for an Effective Societies’ Complaints Mechanism

A Society Problem The NZLawyer has a wide readership, and reaches many folk who are not lawyers.  My articles generate a number of enquiries and responses, but few are more difficult to answer than the type of enquiry set out below (for obvious reasons, the details have been changed): Hi Mark.  I have just read one of your articles from last year.  We’re having terrible trouble with the Erewhon Community Society.  It built up assets, but a bad committee got in and the society’s premises were closed recently.  The chairman and also the secretary refuse to hold a meeting to wind up society.  The treasurer refuses to let any members see the financial statements, but we got a copy.  They are completely wrong, and the committee and members have not seen or approved them.  The Registrar won’t help us and says it’s an internal matter.  Some of the committee sold off majority of assets without other committee members knowing, and one of them bought some of the equipment for less than a hundred dollars.  You can imagine the rows going on.  We want society wound up legally and financial statements out in public.  Why are they hiding everything?  One of the chairman’s friends is screaming and shouting abuse at anyone who asks the chairman to do the right thing.  We won’t give up on it but we desperately need someone to help us. Information-gathering While some key information is provided in the enquiry, there is other information to clarify (some may be obtainable by doing searches into the society through the http://www.societies.govt.nz and http://www.charities.govt.nz websites), including: Is this a society...