De-incorporating Wanaka Walkers Group

To all interested participants in the Wanaka Walkers Group:  due to the impending changes to the Incorporated Societies Act it is proposed that the WWG be de-incorporated.  The group was incorporated by the original members because the group was instrumental in creating the Millenium Track and raised significant sums of money to fund that activity.  That activity is no longer one undertaken by the WWG and in fact what funds are currently in the group's account have been static for the last couple of years or so and are earmarked to replace the batteries in the PLBs as they reach the end of their life.

Below you will find a list of some of the changes the new Act will bring cf. the old Act's provisions.  Please read these as a vote will be called for on this issue at the next AGM.

For more information refer to the New Zealand Companies Office website article on Incorporated Societies.

Key changes

The key changes the new Act will bring

Your society can apply for reregistration under the Incorporated Societies Act 2022 (the new Act) from 5 October 2023. Until your society reregisters it continues to operate under the Incorporated Societies Act 1908 (the existing Act).

Below is a summary of the key changes you should know about.

Comparisons between 1908 Act and 2022 Act

Topic	1908 Act	2022 Act
Minimum number of members	15	10 and all new members must consent to be members (Read more about members' consent)
Committee requirement	Committee not required.	Must have a governing body (committee). There must be at least 3 people on the committee, and each person on the committee is an officer of the society. Most committee members must be members of the society or representatives of a body corporate that is a member of the society. Refer to our 'Committees and officers' page for more information about these requirements.
Concept of an officer	Not explicitly defined.	Includes all committee members, as well as others, for example, treasurer, CEO.
Officers' duties	Duties are not clearly articulated.	Six broadly expressed duties modelled on directors' duties in the Companies Act 1993 to: Act in good faith and in the best interests of the society Exercise powers for proper purposes only Comply with the Act and the constitution Exercise reasonable care and diligence Not create a substantial risk of serious loss to creditors Not incur an obligation the officer doesn't reasonably believe the society can perform.
Dedicated contact person	No requirement.	Societies must have at least one contact person. The contact person won't need to be an officer of the society. Their details are only for the Registrar to use, they won't be made publicly available.
Annual General Meeting (AGM)	No guidance.	Must be held within 6 months of the society's balance date.
Financial statements filed with Registrar	Must be filed annually.	Must be filed within 6 months of the society's balance date.
Annual return	No requirement to file an annual return.	Must be filed annually. This will involve reviewing, updating, and confirming key information about your society to make sure it is still operating legally. Annual returns are completed at the same time as you file your annual financial statements.
Manner of preparing financial statements	A society is not required to apply XRB accounting standards, unless it's also a registered charity.	Only a 'small society' not registered as a charity is exempt from using XRB accounting standards.
Rules document	Referred to as 'Rules'. The Act sets out what must be included, but it's a relatively small list of mandatory rules.	Referred to as a 'Constitution'. The Act and Regulations set out what your constitution must contain and includes different mandatory provisions than the 1908 Act.
Review of draft constitutions (rules documents)	The Registrar of Incorporated Societies may (at their discretion) review any proposed rules or alteration of rules where such rules or alterations have not yet been enacted by a society.	The Registrar of Incorporated Societies is not required to review draft constitutions. The society's officers must ensure the constitution complies with the Act.
Society's name	Must have a name that ends with the word 'Incorporated'.	Must have a name that ends with the word 'Incorporated', 'Inc'or the word 'Manatōpū'. You can choose to use a combination of these words as the last words of the society's name.
Use of te reo Māori in records and documents	Documents must be written in English. All records must be kept in English.	Documents, such as the constitution and bylaws or documents required under the Act can be written in te reo Māori or English. All records, including financial records, can be kept in te reo Māori or English.
Resolving disputes	The Act doesn't specifically require societies to have procedures for resolving disputes.	All societies must have procedures for managing internal disputes in a way that's consistent with natural justice. These must be documented in a society's constitution.
Distribution of surplus assets1 after winding up	Surplus assets can be given to any party in accordance with the rules of your society.	Surplus assets must be given to an identified not-for-profit organisation or class of organisation that is identified in your constitution.