Overview of Proposed New Incorporated Societies Act

NOTE: These notes, prepared by Mark von Dadelszen QSM, provide an overview of the more significant elements of the proposals to replace the Incorporated Societies Act 1908. The Exposure Draft of the Incorporated Societies Bill released in November 2015 (see http://www.mbie.govt.nz/info-services/business/business-law/incorporated-societies), largely follows the recommendations in the 2013 Law Commission Report 129 (see www.lawcom.govt.nz/project/review-incorporated-societies-act-1908/report). This overview is a much abbreviated summary of the main proposals. We recommend that new and existing societies be proactive in anticipating the reforms when adopting or revising constitutions. 1. The Incorporated Societies Act 1908 is badly out-of-date Our companies’ legislation has been totally re-enacted six times in the last 152 years (1868, 1882, 1901, 1903, 1933 and 1993) since the Joint Stock Companies Act 1860, all with regular amending Acts. In contrast, the Incorporated Societies Act 1908, the Agricultural and Pastoral Societies legislation, and the Industrial and Provident Societies Act 1908 have been changed little in over a hundred years, and: Do not reflect current good governance practices, Have been overtaken by technological advances, Are all well past their respective “use-by” dates, and Do not reflect modern legislative drafting. 2. A new Incorporated Societies Act The Government in early 2014 accepted most of the Law Commission’s Recommendations, and the Exposure Draft of the Bill proposes to: Completely replace the Incorporated Societies Act 1908, Provide a clearer statutory framework for society governance, Require better processes for how societies deal with member grievances and complaints, Provide standard constitutional provisions for use by incorporated societies, Transfer charitable societies under the Charitable Trusts Act 1957 into the new statutory regime, and The Request for Submissions on the Exposure...
Protection of Vulnerable Children

Protection of Vulnerable Children

 A New Compliance Issue   New requirements under the Vulnerable Children Act 2014 add significantly to the burdens placed on community organisations. Writing this article has been difficult, and if a lawyer finds it challenging to explain legislation it is probably fair to say that many (most?) community organisations will struggle to understand and comply with their obligations. For the purposes of the Vulnerable Children Act 2014, a “child” is defined as a person under the age of 18 who is not married or in a civil union, while “vulnerable children” are defined as “children of the kind or kinds (that may be or, as the case requires, have been and are currently) identified as vulnerable in the setting of Government priorities under section 7” of the Act. No-one want children at risk, but minimising that risk creates an administrative nightmare for not-for-profits.  According to a Departmental publication “Children’s worker safety checking under the Vulnerable Children Act 2014” available at the Children’s Action Plan website. The Government’s Children’s Action Plan includes a commitment to implement legislation for the vetting and screening of the children’s workforce – these “children’s worker safety checks” became law in the Vulnerable Children Act 2014 (the VCA), and came into force for new workers in core children’s workforce roles on 1 July 2015. The VCA requires safety checking of all paid employees and contractors, employed or engaged by government-funded organisations, who work with children. The requirements for safety checking also apply to people undertaking unpaid children’s work as part of an educational or vocational training course. Businesses, unfunded non-government organisations, and voluntary organisations are not...
Retirement from Partnership

Retirement from Partnership

The partners of Bannister & von Dadelszen, Mark von Dadelszen, Jodi-Elizabeth Lett and Simon Wilton, announce that Peter Headifen retired from our firm on 30 November.  The firm’s partners, staff and clients will miss his wisdom, good humour, and commitment to his clients, but wish him and his wife well in his retirement. Peter was for many years a senior Hawke’s Bay family lawyer, and we are pleased to announce that the firm’s longstanding commitment to family law will continue, with experienced family lawyer Martin Wall having joined us, at the beginning of November, to lead the Family...
Meetings of Bodies Corporate

Meetings of Bodies Corporate

Unit Titles Act 2010 One of my memorable 2014 engagements was to act an independent chair of a disorderly body corporate, and this required careful consideration of the Unit Titles Act 2010 and its 2011 Regulations. Despite being reasonably recently enacted (and amended) the Act and Regulations are strangely deficient in directing how body corporate meetings are to be called and conducted. This article focusses on those deficiencies of which I am aware – if any reader knows of other issues please let me know. Calling and Chairing Body Corporate General Meetings – many imponderable questions The following issues relate to AGMs (ignoring the first AGM, in respect of which some provisions are different): Section 89(3) states that, after the first annual general meeting, “annual general meetings must be held once every calendar year and not later than 15 months after the previous annual general meeting” (emphasis added). If a body corporate does not hold an AGM during a calendar year that is prima facie unlawful – then what? Section 90(1) and Regulations 5(2)(b), and 6(2)(b) state that AGMs “must be called by the chairperson in accordance with the regulations” (emphasis added), and Section 90(2) and Regulations 7(1) and 8(1) require that extraordinary general meetings be called by the chairperson or body corporate committee. If notices are issued by the secretary or manager and not in the name of the chairperson or body corporate committee, is the meeting unlawful? Section 101(2) provides that “Except as otherwise provided for in this Act, all other matters to be decided by the body corporate at a general meeting must be decided by...