Incorporated Societies Act 2022

Administration of societies - Members - Resolutions in lieu of meeting

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

You could also call this:

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

Illustration for Incorporated Societies Act 2022

You need to send a proposed resolution to members who can vote. The resolution must have a date on it, which is the day it is first sent to someone who can vote. This date is called the circulation date. You must send the resolution to each person who can vote at their address. You should try to send it on the circulation date if you can. When you send the resolution, you must include a statement about what happens if it is not passed. If the resolution is not passed within three months of the circulation date, it will lapse. In this case, three months is the time limit, but it can be shorter if the society's rules say so. When we talk about someone's address, we mean the address they gave for this purpose, or their actual address if we do not have the other one. This can be a physical address or an electronic one, like an email address.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS246458.

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

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89: Resolution in lieu of meeting, or

"Making a decision without a meeting"

91: Accidental omission does not invalidate resolution in lieu, or

"Forgetting to send a voting paper doesn't make the decision invalid if the rules were followed."

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

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

The society must ensure—
that a proposed resolution under section 89 is dated with the date on which the proposed resolution is first sent to a person entitled to vote for the purpose of approval (the circulation date); and
that the proposed resolution is sent to an address for each person who is entitled to vote; and
as far as is reasonably practicable, that the proposed resolution is sent under paragraph (b) on the circulation date; and
that a proposed resolution sent under paragraph (b) is accompanied by a statement of the effect of subsection (2).

A proposed resolution lapses if it is not passed under section 89 within 3 months (or any shorter period provided in the constitution) after the circulation date.
In this section and section 92, address, of a person (A), means—
the address (including an electronic address) specified by A for the relevant purpose; or
the actual or last known address (including an electronic address) for A, if—
1. paragraph (a) does not apply; or
2. the society knows that the address referred to in paragraph (a) is not correct.