A NEW INCORPORATED SOCIETIES ACT – GUIDE FOR SOCIETIES

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. We recommend that new and existing societies be proactive in anticipating the reforms when adopting or revising constitutions. The most recent advice we have is that a Bill is likely to be enacted in 2021. 1. Incorporated Societies Act Reform The Minister of Commerce and Consumer Affairs hopes the reform Bill will be introduced to Parliament and enacted in the next twelve months.  The following is a brief background to the reform: The Incorporated Societies Act 1908 has effectively remained unchanged for over a century (in 1920 it was amended to allow for branch societies, and on the introduction of decimal currency in 1967 a shilling fine was changed to 10 cents).  In contrast, our companies’ legislation has been totally re-enacted six times since the Joint Stock Companies Act 1860 (1868, 1882, 1901, 1903, 1933 and 1993), all with regular amending Acts. The Law Commission’s 2013 Report 129, A New Act for Incorporated Societies, recommended a complete overhaul of the Incorporated Societies Act 1908 (see www.lawcom.govt.nz/project/review-incorporated-societies-act-1908/report). A 2015 Exposure Draft of the Incorporated Societies Bill largely followed the recommendations in the 2013 Law Commission Report (see http://www.mbie.govt.nz/info-services/business/business-law/incorporated-societies). See also a 26 June 2019 press release from James Hartley, General Manager of Commerce and Consumer Affairs at the Ministry of Business, Innovation and Employment (https://www.mbie.govt.nz/about/news/incorporated-societies-bill-closer-to-introduction/). Law Commission Report Principles which still appear to underpin the Government’s proposed reforms: Societies are organisations run by their members, and those members have the primary responsibility for...