Societies and Charities

Advising Societies, Charities and other Non-profit organisations

Societies and Charities

Bannister & von Dadelszen is one of the few legal firms in New Zealand specialising in advising societies (general and charitable), charitable trusts, and other not-for-profit organisations.

We advise “not-for-profit” societies and trusts, involved in a wide range of activities and fields (community benefit, sporting, cultural, religious and commercial), ranging from small community clubs through to large nation-wide organisations.

That work for clients all over New Zealand, and our work for local, regional and national organisations includes:

  • Advising on the most appropriate legal structure for a proposed not-for-profit organisation,
  • Drafting constitutions (rules and trust deeds) and amendments to those documents,
  • Advising on the implications of the proposed new Incorporated Societies Act (see Overview of Proposed New Incorporated Societies Act)
  • Advising on the interpretation of the constitutions of not-for-profit organisations,
  • Incorporating not-for-profit organisations,
  • Registering charitable organisations under the Charities Act 2005,
  • Advising on Charities Board investigations into charities,
  • Advising on the meeting and electoral procedures of not-for-profit organisations,
  • Advising on disputes within not-for-profit organisations,
  • Representing members and not-for-profits in Court proceedings,
  • Providing independent dispute resolution and chairmanship services for not-for-profit organisations, and
  • Governance training and facilitation of strategic planning sessions.

Other legal firms all over the country also seek our advice on these issues.

Email the Societies and Charities Team


Articles on Not-for-Profits can be accessed by clicking on the following links:

Not-for-Profits and Anti-Money Laundering and Countering Financing of Terrorism – 9 July 2018

The Principles of Natural Justice – why they are important – 2 Nov 2017

Reforming the Incorporated Societies Act – Why are we still waiting? – 26 Oct 2017

Chairing a Difficult Meeting – 26 Oct 2017

Update (September 2017) on Incorporated Societies Act Reform – 8 Sep 2017

No Volunteers to Govern a Not-for-Profit Organisation – 7 Sep 2017

Meeting Disturbances and Emergencies – 25 Jul 2017

Not-for-Profits – Protection of Vulnerable Children – A New Compliance Issue – 25 Jul 2017

Selections to a Team or Group to Represent a Society – 25 Jul 2017

Conflicts of Interest – Short Guide – 20 Jul 2017

Conflicts of Interest, Bias and Predetermination in Societies and Charities – Recognising and Managing – 20 Jul 2017

Before Engaging in Governance – A Checklist – 27 Feb 2017

Updating (Replacing) the Trustee Act 1956 – 22 Nov 2016

Proposed New Trusts Legislation will Affect Charities – 22 Nov 2016

Risks for those in Not-for-Profit Governance in 2016 – 7 Jul 2016

Adequate Notice of Meetings (30 Jun 2016) – Updated 26 October 2017

Business Numbers – What they Mean for Not-for-Profits – 2 Jun 2016

Dealing with Difficult People and Difficult Situations in Not-for-Profits – 26 May 2016

Health and Safety Issues and Not-for-Profits – 4 Apr 2016

Passionate about Charities – 16 Feb 2016

Before Joining a Not-for-Profit’s Governance Group  – 16 Feb 2016

Does your Organisation Have a Future? (16 Feb 2016) – Updated 24 February 2018

Appointing new Trustees to (or Removing Trustees of) a Trust – 4 Dec 2015

Overview of Proposed New Incorporated Societies Act – 20 Nov 2015

Meetings of Bodies Corporate (9 Nov 2015) – Updated 13 November 2017

Resign to Avoid a Society’s Disciplinary Processes? – CTV Building Collapse – 6 Mar 2015

Be Prepared – Incorporated Societies Law Reform – 30 Jan 2015

Some “Big C” Issues for Not-for-Profits – 14 Nov 2014

Power to the People? – 20 Aug 2014

A Revolution for Incorporated Societies – 20 Aug 2014

Meetings and Emergencies – 20 Aug 2014

High Court Amending Charitable Trusts – 20 Aug 2014

Why write about Not-for-Profits? A Personal View – 29 Nov 2013

Law Commission Report – Legal Dealings of Incorporated Societies – 15 Nov 2013

Law Commission Report – Establishing and Registering Societies – 1 Nov 2013

Law Commission Report – Personal Gain for Society Members – 18 Oct 2013

Law Commission Report – Types of Incorporated Societies – 4 Oct 2013

Law Commission Report – Why we Have an Incorporated Societies Act – 20 Sep 2013

Be Aware – Probable New Incorporated Societies Act – 6 Sep 2013

Cultural Imperatives in Not-for-Profits – 23 Aug 2013

Not-for-Profit Disciplinary Processes after Criminal Proceedings – 9 Aug 2013

Name and Purposes of a Typical Not-for-Profit – 26 Jul 2013

The Powers of a Not-for-Profit – 26 Jul 2013

Responding to Dysfunctionality in a Society – 28 Jun 2013

“Officers” Under the Charities Act – 14 Jun 2013

Consequences of Failure to Register a Change to a Society’s or Trust’s Constitution – 31 May 2013

Remedying a Procedurally Unlawful Change to Society Rules – 17 May 2013

The Relationship Between Society Committees and General Meetings – 14 May 2013

Trespassing on Religious Territory – 15 Apr 2013

Use of Modern Technology by Societies – 5 Apr 2013

“Purposes Drift” in Not-for-Profits – 22 Mar 2013

Determining Who Becomes a Member of a Society – 8 Mar 2013

Defining a Not-for-Profit Society – 22 Feb 2013

Governance Propriety – Mixing Governance and Management – 8 Feb 2013

Charitable Trustees Profiting at the Expense of Charities – 25 Jan 2013

The Perils of a Society Branching Out – 24 Dec 2012

Committees and the Power of Society Members – 30 Nov 2012

Prudent Charitable Trustees – 16 Nov 2012

The “Pecuniary Gain” Conundrum in Society Law – 16 Nov 2012

Governance Propriety for Not-for-Profits – 2 Nov 2012

What is a Non-Profit Organisation? – 5 Oct 2012

Co-Option to Committees – 21 Sep 2012

The Need for an Effective Societies’ Complaints Mechanism (7 Sep 2012) – Updated 2 May 2018

Code of Conduct for Those in Governance of Community Organisations – 24 Aug 2012

Access to Society and Charity Records – Revisited – 10 Aug 2012

Access to Society and Charity Records – 27 Jul 2012

Who can Move Motions – Revisited – 29 Jun 2012

Who can Move Motions? – 15 Jun 2012

What Should Supplement a Constitution – 1 Jun 2012

Third Party Approval to Change Constitutions – 18 May 2012

Responsibilities of those in Governance (4 May 2012) – Updated 1 March 2018

Liability of Charitable Trustees (20 Apr 2012) – Updated 27 February 2018

Strategic Planning for Societies and Charities (6 Apr 2012) – Updated 2 February 2018

Personal Liability of those in Governance (23 Mar 2012) – Updated 2 February 2018

Charities Amendment Act – Be Alert (9 Mar 2012) – Updated 2 February 2018

Resolving Deadlocks in Societies and Charities (24 Feb 2012) – Updated 1 March 2018

Calling a General Meeting of a Society (3 Feb 2012) – Updated 13 October 2017

Revisiting Audits or Reviews of Accounts (18 Jan 2012) – Updated 2 February 2018

Peace and Goodwill to All Members – 16 Dec 2011

Proxies at Meetings (2 Dec 2011) – Updated 22 February 2018

Meeting Procedure (21 Oct 2011) – Updated 22 February 2018

Interpreting the Rules of a Society (7 Oct 2011) – Updated 21 February 2018

Protecting the Destiny of a Society (23 Sep 2011) – Updated 21 February 2018

Reforming the Not-for-Profits Statutes – Liquidation, Dissolution, Mergers and Transition – 9 Sep 2011

Reforming the Not-for-Profits Statutes – Legal Powers and Resolving Disputes – 26 Aug 2011

Reforming the Not-for-Profits Statutes – Governance Questions – 12 Aug 2011

Reforming the Not-for-Profits Statutes – Constitutional Questions – 29 Jul 2011

Reforming the Not-for-Profits Statutes – Fundamental Questions (15 Jul 2011) – Updated 16 October 2017

Whose Meeting is it Anyway? (1 Jul 2011) – Updated 26 October 2017

Charitable Gifts to Non-Charities (5 Jun 2011) – Updated 30 November 2017

Privacy of Society and Charity Records (3 Jun 2011) Updated 29 November 2017

The Quorum for Meetings (24 May 2011) – Updated 28 November 2017

Trouble at the Courts – Anyone for Tennis? (20 May 2011) – Updated 27 November 2017

Types of Society (21 Apr 2011) – Updated 27 November 2017

Moving the Charitable Goal Posts? – 11 Apr 2011

Winding up a Society of Charitable Trust (8 Apr 2011) – Updated 27 November 2017

Economic Development – Charitable? – 25 Mar 2011

Reforming Incorporated Society and Charitable Trust Law (25 Feb 2011) – Updated 18 January 2018

Registrar’s Dissolution of Societies and Charitable Trusts   (11 Feb 2011) – Updated 18 January 2018

Audits or Review of Accounts (28 Jan 2011) – Updated 24 November 2017

They Made a Mistake (10 Dec 2010) – Updated 24 November 2017

We Made a Mistake (26 Nov 2010) – Updated 24 November 2017

Dealing with Dissidents (12 Nov 2010) – Updated 2 November 2017

Good Governance of a Society (29 Oct 2010) – Updated 1 November 2017

Are Rules Binding? (15 Oct 2010) – Updated 1 November 2017

What Should a Society’s Rules Cover? (1 Oct 2010) – Updated 13 Oct 2017

Why Incorporate? (17 Sep 2010) – Updated 13 Oct 2017

Poor Governance – Lessons from a Polytechnic  (3 Sep 2010) – Updated 13 Oct 2017

As Common as Dirt (20 Aug 2010) – Updated 13 Oct 2017


Consultant Mark von Dadelszen

Mark von Dadelszen  was a partner of the firm from 1972 to 2017, and became a Consultant in late 2017. In the early 1990’s he developed a specialty interest in the law and documents relating to “not-for-profit” organisations – community societies and charities.  He regularly advises such organisations all over New Zealand, and is also frequently asked by other legal firms for specialist advice.

Mark is the author of two standard New Zealand texts, Society Law in New Zealand, and Members’ Meetings (both now in their 3rd editions), and is also the contributing author to New Zealand Forms and Precedents title Clubs and Societies.  He has been writing regular articles on societies and charities since 2010, and these may be accessed here. Mark was a Law Commission Reference Group member (2011-2013), assisting the Commission in reviewing the Incorporated Societies Act 1908, and in February 2014 the Government adopted the Commission’s recommendations and a draft new Act should be introduced to Parliament in 2019 (he hopes!).

Mark has extensive practical experience in the governance of not-for-profits, having always been actively involved in the community, and as a committee member and chairman of numerous organisations over the years.  He is also asked by community organisations and companies to chair meetings where an independent chairperson is sought who can control a potentially difficult or disorderly meeting.

This community service (for which he was awarded a Queen’s Service Medal in 2012) includes serving for 6 years on the former Havelock North Borough Council, for similar periods on both the local Chamber of Commerce Council and the former Hawke’s Bay Regional Development Council, being an active Toastmaster for some 25 years (including holding local club and regional offices and serving as national Secretary and District Governor, and writing a meeting procedure training script for Toastmasters International), chairing several choral organisations, and being President of the Hawke’s Bay Woodturners Guild (twice), of the National Association of Woodworkers Inc., and (since 2010) of the Prostate Cancer Foundation of New Zealand.