Section 5 of the new Act defines “member” as meaning “a member of the society”. The new Act does not differentiate between different types of members, such as paying members, life members or honorary members. This means the requirements of the Act relating to members relate to all classes of membership.
Under the Incorporated Societies Act 1908 (the “old Act”), 15 members were required to register. This requirement has been dropped to 10 members under the new Act. However, under section 74 of the new Act a society must continue to have at least 10 members at all times. Section 14 of the new Act provides a body corporate is still treated as being 3 members for the purpose of determining the number of members. This continuous minimum membership will be important for smaller societies to keep an eye on.
Section 75 of the new Act sets out what the Registrar may do if a society has fewer than 10 members. The Registrar may choose to intervene, giving the society written notice to increase its membership. If the society has not increased its membership within six months, the Registrar may apply to the High Court to put the society in liquidation or remove the society from the register. It is unclear how the Registrar will know that a society’s membership is less than 10, but this may be included in the regulations (likely available in September 2023 according to Companies Office guidance).
Similar to the old Act, section 26 of the new Act requires a society’s constitution to detail how a person becomes and ceases to be a member of the society. The new Act also introduces a new requirement, namely that a society’s constitution must include how a person consents to becoming a member of the society. Member consent is required by section 76 of the new Act, which also explains the consent of a body corporate may be given on its behalf in writing by a person acting under the body corporate’s express or implied authority. The section 76 consent requirements are for new members (not those existing at the time of reregistration), as the section talks about a person consenting “to become a member of a society”.
Section 79 of the new Act requires a society to keep a register of its members. This register must be updated as soon as practicable after a society becomes aware of the need for an update and a society’s constitution must include its system for doing so. The register of members must include the following details for each member:
Guidance around the date to be used for current members (who may have been members for a long time) may come out with the regulations. We suggest societies ask members for an approximate date or, instead of a date, say the person was a member at reregistration. While asking members for an approximate date, societies could also check in to make sure the member agrees to being a member of the society.
For more information we have an Information Hub that is updated regularly and includes articles, webinars, FAQ and other resources.
Steven is a partner at Parry Field Lawyers based in their commercial team and actively supporting clients across the country. He has 20 years’ experience practising in New Zealand, England, Australia and Japan and often helps start-ups, investors, tech companies, charities and purpose driven businesses. He has a focus on empowering impact and often helps clients get their legal structures right.
He published the book: “Social Enterprises in New Zealand: A Legal Handbook” and another called “Laying Foundations for Reimagining Business”. To educate and grow the impact ecosystem he hosts a weekly podcast “Seeds” www.theseeds.nz interviewing inspiring people with more than 310 interviews and more than 155,000 listens. He is also the host of Board Matters, a governance focussed podcast released by the Institute of Directors of New Zealand.
Steven is an Edmund Hillary Fellow and frequent writer for publications like Stuff and Spinoff. He grew up in Christchurch and graduated from Canterbury University. He currently holds a practising certificate for New Zealand but is also qualified in England & Wales and New South Wales. After 3 years working at a national law firm in Wellington, Steven spent 11 years overseas working for international law firm Norton Rose Fulbright in Tokyo (4 years), London (3 years) and Sydney (4 years) before returning to New Zealand at the start of 2016. He brings a unique perspective and proactive approach to issues faced by clients. He works with both New Zealand and international companies with a strong focus on those investing here.
Steven is currently on a few boards and has some other involvements, such as:
Connect with Steven via email or LinkedIn
Sophie works in our purpose driven team assisting many charities, for purpose organisations and companies. She works with Steven Moe on impact driven clients and enjoys doing meaningful work that helps clients such as assisting to review rules for Incorporated Societies, considering structure options or setting up charitable trusts. Sophie joined Parry Field Lawyers having graduated from the University of Canterbury with an LLB with first class Honours and BA with a double major in French and European & European Union Studies. Connect with Sophie via LinkedIn