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Incorporated Societies Act 2022

Removal from register, amalgamation, liquidation, and other processes - Procedure for certain resolutions

229: Approval of resolution

You could also call this:

"Most members must agree for a decision to be approved"

Illustration for Incorporated Societies Act 2022

You need a majority of votes for a resolution to be effective. The votes must be from members who are allowed to vote and did vote on the question. You must also follow other rules in the society's constitution. If the resolution is about distributing surplus assets, you must be fairly sure who will get them. You must also follow any rules set by the government. All other rules in the society's constitution must be followed too. If a member does not get a notice about the resolution, it does not mean the resolution is invalid. This can happen if the notice was not sent or if the member did not receive it, as explained in section 228. You can still make decisions without the notice being sent or received, but you must follow the rules in section 216 for distributing surplus assets.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS101118.

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228: Notice of resolutions, or

"Getting Notice of Big Decisions Before a Society Meeting"

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230: Additional requirement for resolution providing for distribution of surplus assets, or

"Deciding what to do with leftover assets, considering the society's purpose"

Part 5Removal from register, amalgamation, liquidation, and other processes
Procedure for certain resolutions

229Approval of resolution

  1. The resolution is effective only if—

  2. it is approved by a simple majority or, if a higher majority is required by the constitution, that higher majority, of the votes of those members entitled to vote and voting on the question; and
    1. in the case of a resolution for the purposes of section 216,—
      1. it results in reasonable certainty about the distribution of surplus assets to 1 or more not-for-profit entities; and
        1. all procedural requirements prescribed by the regulations (if any) are satisfied; and
        2. all other procedural requirements of the society’s constitution are satisfied (for example, a constitution may require the resolution to be confirmed at a subsequent general meeting).

          1. An accidental omission to send a notice under section 228 to, or a failure to receive such a notice by, a member of a society does not invalidate the resolution.