NZ Rugby

Incorporated Societies Act 2022

The Incorporated Societies Act 2022 was passed on 5 April 2022, and came into force on 5 October 2023. As a result, significant changes around membership, governance, general meetings, dispute resolution, winding up, financial reporting and auditing have been made. Below is a summary of the key changes you should know about.

It's important to familiarise yourself with the new Act and the changes that will come into effect, to ensure you remain compliant.

There is a long transition period before existing incorporated societies will need to re-register under the 2022 Act. The transition period is from 5 October 2023 to 5 April 2026. As such, there is no need to rush into the re-registration process. All incorporated societies will continue to be subject to the 1908 Act until they re-register under the 2022 Act.

Re-registration will involve filing a constitution that is compliant with the 2022 Act. Clubs that fail to re-register before April 2026 will cease to be incorporated and will be removed from the Register.

We are working closely with Sport NZ and support the phased approach it has adopted to assist sports entities to become compliant with the new 2022 Act. That approach firstly requires national sports organisations to essentially get their houses in order before offering assistance to their members.

Guidance from Sport NZ is for NSOs to hold off re-registering under the 2022 Act until it is known if sports will be required to cross-reference the new Code of Integrity for Sport and Recreation (Integrity Code) (as part of integrity and dispute resolution provisions in their respective constitutions). As such, until we know more about the new Integrity Code requirements to finalise the amendments necessary to the NZR constitution, the focus for NZR will continue to be the governance review. Amendments related to this review will be proposed (and voted on) separately to any mandatory amendments to re-register under the 2022 Act.

Once we have certainty of the Integrity Code requirements, we will finalise the necessary amendments to the NZR constitution to re-register under the 2022 Act. Then we will be able to modify the Sport NZ RSO and club constitution templates accordingly for use by PUs and clubs.

An exposure draft of the Integrity Code is due out shortly so we will have a better idea of what the requirements may look like. The final IntegrityCode will be issued by the new Integrity Sport and Recreation Commission after 1 July 2024. This means that, hopefully, we will have enough information in the second half of the year to finalise the necessary amendments to the NZR constitution to then be able to finalise the templates for PUs and clubs later this year. We will continue to keep you updated during the year.

What are the key changes?

  • Minimum number of members required for an incorporated society is reduced from 15 to 10.
  • Consent of each member of the Club will need to be collected (to be part of the Club), for example, by ticking a box when renewing their registration will be sufficient.
  • Each Club must appoint at least one Contact Person to be contactable by the Registrar.
  • Officers have new duties, which include acting in good faith and in the best interests of the Club, complying with the 2022 Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances. 
  • The majority of officers on the Club’s board or committee must be members of the Club and all officers must not be disqualified from being an officer.
  • Dispute resolution processes must be included in the Club’s constitution and the processes must be consistent with the rules of natural justice. 
  • New rules define when an officer has a conflict of interest and a duty to disclose conflicts.
  • Clubs can provide insurance and indemnify officers and employees.
  • Simplified financial reporting for small societies. Regulations (not yet been released) will provide further details on the requirements for different sized societies.

What does your Club need to do?

  • Add this as a permanent item to your Club’s Board or Committee agenda until you have re-registered.
  • Update the Club’s Board or Committee on the key changes, as above.
  • Wait for NZR to provide guidance and support in the form of a template constitution and suggested timeframes to re-register.

More information

If you have any further questions about the Sport NZ phased approach and/or how the new Code of Integrity for sport and recreation will impact the changes necessary as a result of the 2022 Act, please refer here on the Sport NZ website.

 

Last updated February 2024.