DOES YOUR ORGANISATION HAVE A FUTURE?

Mark von Dadelszen, author of Law of Societies, 3rd Edition, 2013, and Member’s Meetings, 3rd Edition, 2012 Many community organisations reach a point where they ask (or should be asking) this question – does our organisation have a future? Before adopting a negative or defensive attitude to that question it is worth reflecting on some fundamentals:   What do we really know about: Our potential and existing members? What keeps existing members interested? How to engage our members? What might attract new members? Would a name-change or a re-focussing of our activities attract new members? The world has changed, and will continue to change In reality, much has changed in the last century – for instance: Early 20th century family:   Early 21st century family:   Today: People will not necessarily give their time (or have time) for traditional voluntary activities, and Those who have been leaders in community organisations (baby boomers) are retiring Issues for community organisations to consider and: Are new members joining – if not, why not? Are new members leaving after a year or two – is so, why? Are member resignations/deaths increasing – if so, why? Are you struggling to get people to your activities and events – if so, why? Are you battling to recruit quality volunteers – if so, why? Are you having trouble gaining or retaining sponsor – if so, why? Is the average age of your committee members greater than 50? Are other organisations or activities competing for your potential and existing members’ engagement? The self-fulfilling prophecy: Your organisation will be doomed if you sound or act despondent: We can’t get...

Retirement from Partnership

From 30 November 2017, Mark von Dadelszen ceased to be a Partner of the firm and became a Consultant.  Mark became a Partner on 1 April 1972, joining his father John, his brother Paul, and Ralph Bannister.  As a Consultant Mark will continue to focus on his specialist areas of work with societies and charities, and will generally not take on new work in other areas of legal practice.  He will usually be in the office on Tuesdays, Wednesdays and Thursdays unless he has engagements out of the office.  He remains committed to the firm, but is looking forward to have more time to pursue other interests....

The Principles of Natural Justice – why they are important

Why the principles of natural justice are important “That’s not fair!” is common complaint of children. When children say that they are usually referring to what they consider to be unfair about a process they have been involved in (such as a decision on a disciplinary issue) or how other children have been treated in comparison with the treatment they have experienced. Although they and their parents may not realise it, when children say “that’s not fair!” they are calling on the principles of natural justice. From childhood, we all instinctively believe that: Investigative and decision-making processes should be “fair,” and If a decision-making process is “fair,” similar consequences will result from similar actions by similar people. Those beliefs sum up the principles of “natural justice.”   What are the principles of natural justice? Natural justice has been described as “fair play in action.” The requirements of natural justice depend on the circumstances of each particular situation and the subject matter under consideration. Accordingly, the specific requirements of natural justice and how rigorously they are applied varies according to the circumstances where they may be relevant (Furnell v Whangarei High Schools Board [1973] 2 NZLR 705 (PC) at 718). As the Law Commission pointed in the context of societies (in its Report 129, A New Act for Incorporated Societies, NZLC R129, June 2013, para 8.17): The two basic components of natural justice are: the person complaining or complained about has a fair opportunity to be heard on the matters in issue; and the decision-maker is free from bias (including apparent bias) or pre-determination. Those two basic elements can be...

Chairing a Difficult Meeting

As noted in another article (Whose meeting is it anyway? ) it is basic to the concept of any formal meeting that democratic processes should and will be followed. If the meeting is to be democratic and formal: It should not be dominated by an authoritarian chairperson or by any aggressive participant(s), Those taking part in the meeting should be able to make decisions peacefully, and The meeting should be held in accordance with appropriate rules of procedure. Otherwise, meetings would be chaotic and unpleasant. Particularly if a meeting is likely to be difficult and potentially rowdy or disorderly, it helps to have someone chairing it who knows the conventional rules of procedure and any constitutional provisions about the meeting (in a company’s constitution or a society’s rules, or provided for by statute). Subject to those rules and provisions, the Courts have recognised that a chairperson can and should control how a formal meeting is run. Some guidance when chairing a difficult meeting Even if the chairperson is a member of the organisation which is meeting and has views on the issues being discussed at the meeting it is imperative that the chairperson is as fair as possible (some people find that difficult!) and allows opposing opinions to be expressed. If the chairperson is not a member of the organisation which is meeting the chairperson might usefully make a number of preliminary points when taking the chair: Indicate that the chairperson has no pre-conceived opinions about the issues and the decisions to be made (the chairperson might comment that the meeting’s decisions may be wise, they may be stupid, or...

Reforming the Incorporated Societies Act – Why are we still waiting?

New Zealand was among the first countries to legislate for the incorporation of many types of community organisations. However, we now lag behind other jurisdictions; notably the Australian States and Canadian Provinces. The archaic nature of the Incorporated Societies Act 1908, the Charitable Trusts Act 1957 and other statutes governing not-for-profit organisations has been discussed in previous articles in this series (in July and August 2011); namely Reforming the Not-For-Profit Statutes – Fundamental Questions, Reforming the Not-For-Profit Statutes – Constitutional Questions, Reforming the Not-For-Profit Statutes – Liquidation, Dissolution, Mergers and Transition, Reforming the Not-For-Profit Statutes – Legal Powers and Resolving Disputes, and Reforming the Not-For-Profit Statutes – Governance Questions (which are not going to be updated) , and those articles also discussed the Law Commission project into the adequacy of those Acts.  Now we are waiting for some legislative action!   The reform process Like all legislation, the Incorporated Societies Act 1908 can only be changed by Parliament. Our Law Commission was established to provide Parliament, the Government and the public with independent, expert advice on what are, almost invariably, what lawyers describe as “black letter” law issues; that is, law which is seldom politically controversial but which enables people to get on with their everyday lives. Such “black letter” law includes statutes like the Property Law Act, Land Transfer Act, Companies Act, Burial and Cremation Act, and the Trustee Act. The Minister of Justice’s 1 July 2010 reference to the Law Commission (seven years ago!) requested it to investigate the “uncomfortably old” Incorporated Societies Act 1908. About 12 months later, the Commission published an Issues Paper on reforming the...

ADEQUATE NOTICE OF MEETINGS

  2016 Article, updated October 2017 Who cares? Those governing societies and charities are, generally, not too worried about what’s in the organisation’s constitution (and some of those in governance may never have read the Constitution!). However, they should be concerned, as the proceedings of meetings called without adequate notice to members can be declared to be invalid (as occurred in Reeves v Pauanui Sports and Recreational Club Inc, CIV-2010-419-1599, Hamilton, 16 December 2010 (HC), at [45] – see Clear Days – Trouble at the Courts – anyone for tennis?  In reality, most people do not know the meaning of the expressions “clear days” or “at least ‘x’ days” used in the rules dealing with notices of meeting, the lodgement of notices of motion for business at meetings, or the election of officers. If they started considering what the phrases “clear days” or “at least ‘x’ days” mean, they would almost certainly discuss whether it meant that you should ignore non-working days and parts of a day. What is the problem with “clear days” or “at least ‘x’ days”? A farmer, agricultural contractor, home gardener or outdoors sportsperson might assume that “clear days” refers to the lack of clouds and therefore the lack of rain, or other precipitation. If they come across the phrase in a constitution, they will sensibly conclude that the expression was being used in an unfamiliar way. Search in MSWord for the phrase “clear days” and you will be referred to the Encarta Dictionary which gives 19 definitions of the adjective “clear” – “free from what dims,” “transparent,” “free from clouds,” “pure in hue,” perfect and unblemished,”...