Incorporated Societies Act 2022

Administration of societies - Financial gain

24: When society does not have financial gain purpose

You could also call this:

"What happens when a society isn't set up to make money for its members?"

Illustration for Incorporated Societies Act 2022

You are part of a society that does not aim to make money for its members. This is still true even if your society does some things that might seem like they are for financial gain. For example, your society can engage in trade or pay a member for doing something that helps the society. You can also give money to a member to help the society, as long as that member is not making a profit and has similar goals to the society. Your society can reimburse members for expenses or give benefits to the public or its members. It can also provide scholarships or pay members for their work, as long as the payment is fair. Your society can give small benefits to members, like trophies or discounts, if this is part of its goals. If your society closes down, it can give its leftover money to a charity or another not-for-profit group, as outlined in subpart 5 of Part 5. It can also merge with another society, as outlined in subpart 2 of Part 5. Some things your society can do without being seen as making money for its members include negotiating employment terms for its members or doing things that are part of its normal activities. If your society is set up to protect or regulate a trade or industry, it is not making money for its members if it does not take part in that trade or industry itself. When your society pays a member for their work, it must be a fair payment, which means it is an arm’s-length term. This term means the payment would be reasonable if the society and the member were not connected, and each were acting in their own best interests. The payment cannot include a share of the society's profit or revenue.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS246312.

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23: Financial gain, or

"When a society helps its members gain money or benefits"


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Part 3Administration of societies
Financial gain

24When society does not have financial gain purpose

  1. A society (or proposed society) does not have a purpose of being carried on, and is not being carried on, for the financial gain of any of its members merely because it will or may—

  2. engage in trade:
    1. pay a member for matters that are incidental to the purposes of the society, and the member is a not-for-profit entity:
      1. distribute funds to a member to further the purposes of the society (or proposed society), and the member—
        1. is a not-for-profit entity; and
          1. is affiliated or closely related to the society (or proposed society); and
            1. has the same, or substantially the same, purposes as those of the society (or proposed society):
            2. reimburse a member for reasonable expenses legitimately incurred on behalf of the society or while pursuing the society’s purposes:
              1. provide benefits to members of the public, or of a class of the public, including members of the society or their families:
                1. provide benefits to members or their families to alleviate hardship:
                  1. provide educational scholarships or grants to members or their families:
                    1. pay a member a salary, wages, or other payments for services, or enter into any other transaction with a member, on arm’s-length terms (see subsection (3)):
                      1. provide a member with incidental benefits (for example, trophies, prizes, or discounts on products or services) in accordance with the purposes of the society:
                        1. have its surplus assets distributed under subpart 5 of Part 5 to a member that is a not-for-profit entity:
                          1. amalgamate with or into another society under subpart 2 of Part 5 (with the result that the amalgamated society succeeds to any gain, profit, surplus, dividend, or other financial benefit of the amalgamating society):
                            1. in the case of a union,—
                              1. negotiate or arrange, in the ordinary course of promoting its members’ collective employment interests, the salaries, wages, or other terms or conditions of employment of its members; or
                                1. do any other thing in the ordinary course of its activities as a union.
                                2. In addition, a society (or proposed society) does not have a purpose of being carried on, and is not being carried on, for the financial gain of any of its members merely because it is established for the protection or regulation of some trade, business, industry, or calling in which the members are engaged or interested, if the society itself does not engage or take part in the trade, business, industry, or calling, or any part or branch of it.

                                3. In subsection (1)(h), salary, wages, or other payments for services, or other transactions, are on arm’s-length terms if—

                                4. the terms—
                                  1. would be reasonable in the circumstances if the parties were connected or related only by the transaction in question, each acting independently, and each acting in its own best interests; or
                                    1. are less favourable to the member than the terms referred to in subparagraph (i); and
                                    2. the salary, wages, or other payments for services, or other transaction, does not include any share of a gain, profit, or surplus, percentage of revenue, or other reward in connection with any gain, profit, surplus, or revenue of the society.