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Incorporated Societies Act 2022
Administration of societies
Constitution
Amendments to constitution
36: Amendment where constitution is oppressive, unfairly discriminatory, or unfairly prejudicial

Part 1:
Preliminary provisions

3Purposes 4Overview 5Interpretation 6Transitional, savings, and related provisions 7Act binds the Crown

Part 2:
Incorporation of societies

Eligibility

Application for incorporation

9Application for incorporation 10Registrar has discretion about nature and extent of consideration of application 11Registrar must refuse incorporation if name of society does not comply with requirements 12Registrar must refuse incorporation if Registrar considers that purposes do not comply with Act 13Registrar must refuse incorporation if Registrar considers that constitution does not comply with Act 14Body corporate treated as equivalent to 3 members in some cases

Incorporation

15Incorporation 16Society is body corporate 17Certificate of incorporation

Part 3:
Administration of societies

Capacity, powers, and validity of actions

18Capacity and powers 19Validity of actions 20Dealings between society and other persons 21No notice or knowledge of constitution merely because it is registered or available for inspection

Financial gain

22Society must not be carried on for financial gain of its members 23Financial gain 24When society does not have financial gain purpose

Constitution

25Society must have constitution

Committee and officers

Committee

45Committee 46Management of society 47Qualifications of officers 48Registrar may waive disqualifying factors 49Other provisions relating to waivers

Officer ceasing to hold office

50Officer ceasing to hold office 51Former officer remains liable for past acts, omissions, and decisions

Notice of election or appointment and of other changes

52Notice of elections or appointments and of other changes relating to officers

Validity of acts

53Validity of officer’s acts

Officers’ duties

54Duty of officers to act in good faith and in best interests of society 55Powers must be exercised for proper purpose 56Officers must comply with Act and constitution 57Officer’s duty of care 58Duty relating to activities that create substantial risk of serious loss to creditors 59Duty in relation to obligations 60Use of information and advice 61Duties owed to society

Conflict of interest disclosure rules

62When officer has interest 63Duty to disclose interest 64Consequences of being interested in matter 65Consequences of failing to disclose interest 66Regulations may provide for how members are notified 67Constitution may negate, limit, or modify conflict of interest requirements 68Avoidance of transactions 69What is fair value 70Onus of proving fair value 71Effect on third parties 72Application of provisions in case of certain payments, indemnities given, or insurance provided 73Interests register

Members

74Society must have at least 10 members 75Registrar may act if society has fewer than 10 members 76Consent to become member 77Members have no right to property of society 78Liability of members 79Register of members

Access to information for members

80Information for members 81Grounds for refusing request 82Member may withdraw request if there is charge for information 83Court orders relating to information

General meetings

84Annual general meetings 85Irregularities in calling meeting 86Information to be presented at annual general meeting 87Methods of holding meetings 88Right of access to financial statements and minutes of meeting

Resolutions in lieu of meeting

89Resolution in lieu of meeting 90Proposed resolution in lieu must be sent to members entitled to vote 91Accidental omission does not invalidate resolution in lieu 92Society must send copy of passed resolution in lieu to certain members

Voting by proxy, postal voting, and voting by electronic means

93Constitution may permit voting by proxy, post, and electronic means

Indemnities or insurance for officers, members, or employees of society

94Society restricted from indemnifying or effecting insurance for its own officers, members, and employees 95Society may indemnify or effect insurance for person in their capacity as employee of third person 96Permitted indemnities for certain liabilities or costs 97Permitted insurance for certain liability or costs 98Indemnity or insurance for breach of officers’ duties, etc, must be expressly authorised by society’s constitution

Accounting records, financial reporting, and annual returns

Balance date

99Balance date of charitable entities 100Balance date of other societies

Accounting records

101Accounting records must be kept

Financial reporting

102Annual financial statements must be prepared and registered 103Definitions relating to financial reporting 104Minimum requirements for financial statements of small societies 105Annual financial statements of certain societies must be audited 106Auditor must report to members 107Auditor’s report must be sent to Registrar and External Reporting Board if requirements have not been complied with 108Duties do not apply if alternative financial reporting duties under financial markets or charities legislation

Annual return

109Annual returns

Other administration matters

Registered office

110Registered office 111Change of registered office

Contact person

112Purpose 113Society must have contact person 114Who contact person may be 115Vacancy in position of contact person 116Notice of change of contact person

Name of society

117Change of name of society 118Registrar may refuse application if proposed name contrary to section 11 119Change of name if name is contrary to section 11 120Effect of change of name 121Use of society name 122Society may use abbreviation

Authority to bind society

123Method of contracting 124Attorneys

Service of documents on society

125Service of documents

Te reo Māori

126Use of te reo Māori in records and documents

Part 4:
Enforcement

127Overview 128Part subject to exclusive jurisdiction under other legislation

Court orders enforcing society’s constitution or bylaws

129Court orders 130Disputes under society’s constitution 131When decision maker has lack of jurisdiction 132Who may apply

Court orders enforcing officers’ duties

133Court orders 134Who may apply 135When member or officer may apply or intervene in proceeding on behalf of society 136Matters court must have regard to in determining whether to grant leave 137Other matters relating to leave application 138Powers of court where leave granted 139Costs of action by member, officer, or Registrar to be met by society 140Settlement, compromise, or withdrawal of proceeding brought by member, officer, or Registrar

Prejudiced members

141Prejudiced members 142Court orders

Financial gain

143Society may recover financial gain from member 144When member or officer may apply or intervene in proceeding on behalf of society 145Matters court must have regard to in determining whether to grant leave 146Other matters relating to leave application 147Powers of court where leave granted 148Costs of action by member, officer, or Registrar to be met by society 149Registrar may bring proceeding to recover financial gain

Miscellaneous provisions relating to applications

150Limit on Registrar’s power to apply 151Court may refuse to consider application 152Applications by former members 153Undertaking about damages not required by Registrar

Offences

154False statements 155Fraudulent use or destruction of property 156Falsification of register, records, or documents 157Operating fraudulently or dishonestly incurring debt 158Improper use of Incorporated, Inc, or Manatōpū 159Banning order contravention

Infringement offences

160Infringement offences 161Proceedings for infringement offences 162When infringement notice may be issued 163Infringement notice may be revoked 164What infringement notice must contain 165How infringement notice may be served 166Payment of infringement fee 167Reminder notices

Banning order

168Court may disqualify officers 169When order may be permanent or for period longer than 10 years 170Notice of banning order 171Applications for orders 172Right to appear and give evidence 173Liability for contravening banning order

Part 5:
Removal from register, amalgamation, liquidation, and other processes

Removal from register

174Removal from register 175Grounds for removal from register 176When society may request removal

Procedural requirements before removal

177Notice of intention to remove from register 178Objection to removal from register 179Objections under section 178(1)(a) to (d)180Objections under section 178(1)(e) to (g)181Registrar must send information to person who requests removal 182Court may order that society not be removed 183Liability of officers, members, and others to continue

Restoration to register

184Restoration to register 185Registrar may restore society to register 186Notice of proposed restoration 187Registrar must not restore society if objection received 188Court may order restoration of society 189Registrar or court may require provisions of this Act or regulations to be complied with 190Other court orders

Amalgamations

191Amalgamations 192Amalgamation proposal 193Information relating to proposal for members, creditors, and public 194Approval of amalgamation proposal 195Solvency test for amalgamations 196Officers must sign certificate 197Registration of amalgamation 198Certificate of amalgamation and changes to register 199Amalgamation must not proceed if Registrar considers that name does not comply 200Amalgamation must not proceed if Registrar considers that purposes do not comply with Act 201Amalgamation must not proceed if Registrar considers that constitution does not comply with Act 202Registrar has discretion about nature and extent of consideration of amalgamation proposal 203Effect of certificate of amalgamation 204Other registers 205Amalgamated society may present certificate about property of society 206Powers of court in other cases

Compromises with creditors

207Compromises with creditors

Liquidation

Members may resolve to put society into liquidation

208Members may resolve to put society into liquidation 209Application of Companies Act 1993 where members resolve to put society into liquidation

High Court may put society into liquidation

210High Court may put society into liquidation 211Limit on liquidation where society has fewer than 10 members 212Application to court to appoint liquidator 213Application of Companies Act 1993 where High Court puts society into liquidation

Other matters relating to removal or liquidation of society

214Application of subpart 215Who may act under subpart 216Rules for disposal of surplus assets 217How resolution may be passed after society is removed 218When distribution under constitution does not apply 219Extent of inquiries that must be made 220Other provisions relating to person authorised by Registrar 221Directions to facilitate liquidation or removal of society 222Direction to defer disposal of surplus assets 223Disposal of surplus assets ceases if society is restored to register 224Distribution after lapse of time 225Direction relating to land 226No appeal against Registrar’s decision

Procedure for certain resolutions

227Application of subpart 228Notice of resolutions 229Approval of resolution 230Additional requirement for resolution providing for distribution of surplus assets

Part 6:
Register, regulations, amendments, and other miscellaneous provisions

Register of incorporated societies

Register established

231Register of incorporated societies 232Purpose of register 233Contents of register 234Registrar may remove or omit information and may restrict public access 235Amendments to register 236Registration of documents or other information

Searches of register

237Search of register 238Search purposes 239When search constitutes interference with privacy of individual

Registrar of Incorporated Societies

240Registrar of Incorporated Societies 241Functions of Registrar 242Power of Registrar to delegate 243How delegated functions may be performed

Registrar’s powers of inspection

244Registrar’s powers of inspection 245What powers may be exercised 246Offence to obstruct or hinder 247Disclosure of information and reports 248Inspector's report admissible in liquidation proceedings

Appeals against Registrar’s decisions

249Appeals against Registrar’s decisions 250Exercise of powers under section 244 not affected by appeal

Sharing of information relating to charitable entities

251Sharing of information relating to charitable entities

Jurisdiction

252Jurisdiction of District Court 253Jurisdiction of High Court

Regulations

254Regulations 255Fees 256Transitionals, savings, and orderly implementation of Act

Conversion of entities into incorporated societies

257Entities formed or incorporated by other Acts may convert to be incorporated societies 258Consequences of failing to comply with terms or conditions of conversion

Amendments to Charitable Trusts Act 1957

259Amendments to Charitable Trusts Act 1957 260Section 6 amended (Interpretation)261Section 8 replaced (Society may apply for incorporation)262Section 9 amended (Manner in which society may authorise application)263Section 10 amended (Applications for incorporation)264Section 11 amended (Registration of boards)265Section 17 amended (Right to appeal to court)266New section 30A inserted (Society may reregister under Incorporated Societies Act 2022)267Schedule 2 amended

Repeal, revocation, and consequential amendments

268Repeal of Incorporated Societies Act 1908 269Revocation of Incorporated Societies Regulations 1979 270Amendments to and repeal of other legislation

Schedule 1:
Transitional, savings, and related provisions

Schedule 2:
Optional dispute resolution procedures

Schedule 3:
Conversion of entity into incorporated society

Schedule 4:
Amendments to other legislation

Summary of changes

Incorporated Societies Act 2022

Administration of societies - Constitution - Amendments to constitution

36: Amendment where constitution is oppressive, unfairly discriminatory, or unfairly prejudicial

You could also call this:

"Changing a society's rules if they are unfair"

Illustration for Incorporated Societies Act 2022

You can ask a court to change a society's constitution if it is unfair. If the court agrees, the constitution must not be changed again in the same way without the court's permission. You can find more information about this in section 35. You might not need the court's permission if the court says it is okay. The court's decision is important and must be followed. This rule applies even if other parts of the Incorporated Societies Act 2022 say something different.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS100901.

This page was last updated on 4 January 2026 — View changes

Topics:

Business > Industry rulesCrime and justice > Courts and legal help

35: Court may amend constitution, or

"A court can change a society's rules if they are unfair or don't follow the law."

37: Change of name cannot be made by amending constitution, or

"You can't change a society's name just by changing its rules."

Part 3Administration of societies
Constitution: Amendments to constitution

36Amendment where constitution is oppressive, unfairly discriminatory, or unfairly prejudicial

If a court makes an order under section 35 on the ground specified in section 35(1)(d), the constitution must not, to the extent that it has been amended by the court, again be amended without the leave of the court.
Subsection (1) does not apply if the court orders otherwise.
This section applies despite anything else in this Act.