There is a new Incorporated Societies Act 2022 coming into force. Incorporated societies, like Consumer NZ, must reregister under the new Act.
As part of the reregistration process, we need to submit an approved constitution to the Registrar that complies with the requirements in the new Act. Before the proposed constitution comes into effect, it must be approved at the upcoming Consumer NZ Annual General Meeting by a majority vote of members entitled to vote and present at the meeting.
Consumer NZ's AGM is happening on Friday, 21 June 2024, 12.30-1pm. Our agenda includes the following:
Financial year reports for 2023
Decision on payment for board members
Board election results announcement
The remote meeting will happen via Zoom and is open to all current members. Please RSVP to [email protected] by 3pm on Thursday, 20 June.
In creating the new proposed constitution, we started with the existing Rules and added additional points to include the new requirements under the 2022 Act. We’ve also taken the opportunity to modernise parts of the old Rules to better reflect how Consumer NZ operates in 2024.
We have summarised the key amendments in the proposed constitution, from the existing Rules, and outlined what has been amended and the reasons below.
Summary of Key Amendments
There are a few definitions that have changed between the 1908 Act and 2022 Act and we have updated the wording in the proposed constitution from the previous Rules. For example, new definitions for ‘Contact Persons’, ‘Conflict of Interest’, ‘Complaint’, ‘Dispute’, ‘Officer’.
We have included the ability for the Consumer NZ Board to have up to two members that are non-Member Board members and clarified who may be nominated as a Board member. In the changing environment in which we operate, this is to future proof the skills matrix and diversity of the Board.
We have added additional clauses to provide the Board with the ability to make the decision to require a Board member to step down from their duties, such as due to a conflict of interest or breach of obligations.
Additional officers’ duties are outlined in the constitution, which is a new requirement under the 2022 Act. These include obligations such as acting in good faith and in the best interests of the society, exercising powers for proper purposes only, complying with the Act and the constitution, exercising reasonable care and diligence, not creating a substantial risk of serious loss to creditors or incurring an obligation the officer doesn’t reasonably believe the society can perform.
Added a new section for ‘Contact Persons’, which is a new requirement under the Act.
We have added wording regarding ‘consent’ to become a member, based on the wording under the Act and clarified the obligation to keep an accurate register of all members.
There is a new section outlining a dispute resolution process, which outlines the procedures for managing internal disputes in a way that’s consistent with natural justice.
Read the full proposed constitution here. (367 KB)
For anyone interested in learning more about the new Incorporated Societies Act and the key changes between 1908 Act and 2022 Act, please take a look at the information on the Incorporated Societies section of the New Zealand Companies Office.
Please contact us if you have any questions on the amendments to the proposed Consumer NZ constitution.