by Lesley Hames | Mar 16, 2020 | BvonD News, Societies and Charities Articles |
The current issues relating to the COVID-19 virus give rise to some difficult problems for many organisations that are required to hold regular meetings of members (including companies and not-for-profit organisations such as societies and charities). This is particularly pertinent in March when many organisations face the need to hold an annual general meeting within a specified period after the end of an entity’s financial year – commonly 31 March. While the current issues do not often arise, it is not uncommon for organisations to face difficulties holding meetings where their constitutions require a specified quorum but some members are unable to attend. Legally, a meeting held without the required quorum being present is invalid (see Re Dannevirke Motor Co Ltd [1920] GLR 266). “On 16 March 2020, the Government advised public events or mass gatherings where 500 or more people are together in one place, at one time should be cancelled” (a quotation obtained on 16 March from the Ministry of Health website. Where there are restrictions on the movement of people or meetings of groups of people the inter-related legal obligations imposed on organisations concerning the meetings they are required to hold need to be considered. Those organisations need to comply with those obligations, but they also need to consider their other legal obligations, such as: The requirements of the constitution of an entity (such as a company, a society or a charity) to hold an annual general meeting at certain times (typically 3-4 months after the end of the financial year, allowing time for the entity’s annual accounts to be completed and then reviewed or audited...
by Lesley Hames | Aug 12, 2019 | BvonD News, Societies and Charities Articles |
Not-for-Profits and New Zealand Business Numbers The New Zealand Business Number Act 2016 provides that incorporated societies registered under the Incorporated Societies Act 1908, charitable trusts incorporated under the Charitable Trusts Act 1957, friendly societies and credit unions registered under the Friendly Societies and Credit Unions Act 1982, and industrial and provident societies registered under the Industrial and Provident Societies Act 1908 are eligible to obtain a New Zealand Business Number (NZBN). An amendment to the Incorporated Societies Regulations 1979 and the Charitable Trusts Regulations 2019 (both of which are in force from 30 September 2019) require any New Zealand Business Number under the New Zealand Business Number Act 2016 allocated to a registered incorporated society or charitable trust to be noted on the Register at http://www.societies.govt.nz While having a NZBN may be of more obvious benefit to businesses, the anticipated benefits must also apply to not-for-profits. What is a New Zealand Business Number? The New Zealand Business Number Act 2016 was enacted on 15 April 2016, and most of it came into force in mid-May. A New Zealand Business Number (NZBN) is a unique a 13 digit Global Location Number (GLN) assigned to businesses and other entities, including not-for-profits, in New Zealand and usable worldwide. Use of NZBNs is expected to transform how entities with NZBNs share key information and interact with Government and with each other. Each NZBN is a 13 digit Global Location Number (GLN). What are the benefits of NZBNs? According to Economic Development Minister Steven Joyce (and his quoted comments should apply to not-for-profits): “NZBNs are a key initiative of the Government’s Better for Business...
by Lesley Hames | Feb 24, 2018 | BvonD News, Societies and Charities Articles |
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...
by Lesley Hames | Dec 4, 2017 | BvonD News, Civil and Litigation Services, Societies and Charities Articles |
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....
by Lesley Hames | Nov 2, 2017 | BvonD News, Societies and Charities Articles |
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...
by Lesley Hames | Oct 26, 2017 | BvonD News, Societies and Charities Articles |
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...
