Incorporated Societies Act 2022

Administration of societies - Members - Resolutions in lieu of meeting

89: Resolution in lieu of meeting

You could also call this:

"Making a decision without a meeting"

Illustration for Incorporated Societies Act 2022

You can pass a resolution without a meeting if your society's constitution allows it. This is allowed under certain sections of the Incorporated Societies Act 2022, including sections 90 to 92 and section 26(1)(k)(v). A written resolution is valid if 75% or more of the members who can vote agree to it. You can approve a written resolution by signing it or in another way allowed by your society's constitution, such as by electronic means. A written resolution can be made up of one or more documents, like letters or emails, that have been approved by members. This rule does not change the requirement for your society to have an annual general meeting, as stated in section 84. You still need to have an annual general meeting, even if you can pass resolutions without one. This is an important part of being a society under the Incorporated Societies Act 2022.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS238718.

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

Topics:

Government and voting > Local councilsBusiness > Industry rules

88: Right of access to financial statements and minutes of meeting, or

"Getting society information for free"

90: Proposed resolution in lieu must be sent to members entitled to vote, or

"Send a proposed resolution to voting members with a circulation date and important details."

Part 3Administration of societies
Members: Resolutions in lieu of meeting

89Resolution in lieu of meeting

This section and sections 90 to 92 apply if the constitution of a society allows a resolution to be passed in lieu of a meeting under section 26(1)(k)(v).
A written resolution is as valid for the purposes of this Act and the constitution as if it had been passed at a general meeting if it is approved by no less than 75% (or a higher percentage required by the constitution) of the number of members who are entitled to vote.
A written resolution under this section may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each approved by or on behalf of 1 or more of the persons specified in subsection (2).
For the purposes of this section, a member may give their approval by—
signing the resolution; or
giving their approval to the resolution in any other manner permitted by the constitution (for example, by electronic means).

This section does not limit section 84 (which requires a society to call and hold an annual general meeting).