The Registrar, if satisfied that the alteration has been duly made, and that the rules as so altered conform in all respects to this Act, shall register the alteration in like manner as in the case of the original rules, and the said alteration shall thereupon take effect according to the tenor thereof. Section 24: replaced, on 1 July 1994, by section 3(1) of the Incorporated Societies Amendment Act 1993 (1993 No 114). Section 27(1): amended, on 17 October 1922, by section 4(2)(a) of the Incorporated Societies Amendment Act 1922 (1922 No 27). Section 11A(2): amended, on 1 July 2013, by section 413 of the Criminal Procedure Act 2011 (2011 No 81). If a society is seeking funding or grants, or charitable status from the federal government, there may be a requirement to incorporate. Notwithstanding anything in subsection (3), the Supreme Court, on an application made to it by any member of the society, may in its discretion, if it is satisfied that any such condition as aforesaid has not been duly fulfilled, declare the alteration to be void in whole or in part, and order that the registration be cancelled in whole or in part, and may by the order give such directions and make such provisions as seem just in the circumstances of the case. To avoid doubt, in subsection (1) registers, records, accounts, books, or papers includes any of those things in an electronic form. In addition to the matters specified in section 6 of the principal Act, the rules of any society may make provision for the making, amendment, or rescission of regulations or bylaws, not inconsistent with the principal Act or with the rules of the society, for such purposes as may be specified in that behalf in the rules. Section 4: replaced, on 15 December 2005, by section 9 of the Incorporated Societies Amendment Act 2005 (2005 No 106). Section 27(4): inserted, on 10 December 1976, by section 2(2) of the Incorporated Societies Amendment Act 1976 (1976 No 93). creditor includes every person who has a claim that in the liquidation of a society would be admitted as a claim in accordance with Part 16 of the Companies Act 1993 (as applied by section 24(3) and section 26(3) of this Act), officer of the society who is in default means any officer of the society who—, knowingly and wilfully authorises or permits the default, refusal, or contravention mentioned in this section or in section 23B; or. An incorporated congregation or religious group acts as a legal 'person' that exists separate and apart from its members. There may from time to time be appointed such Assistant Registrars of Incorporated Societies as may be required. Any contract which, if made between private persons, might be made without writing, may, when made by a society, be made without writing by any person acting on behalf of and under the express or implied authority of the society. 6.4 The Incorporated Societies Act 1908 does not require societies to have any particular governance structures or arrangements. accompanied by the address of the person signing. 'If your society plans to register as a charity under the … Societies need to provide a mailing address and a delivery address (if different from the mailing address) for the registered office. Section 17(2): repealed, on 1 October 2009, by section 164 of the Resource Management (Simplifying and Streamlining) Amendment Act 2009 (2009 No 31). An incorporated society is required to have a constitution (set of rules) that establish its 'objects' (purpose), and how it will operate. Section 34A(5)(b): replaced, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39). The Incorporated Societies Act 1908 sets out the minimum requirements for a society’s rules, which must be clear and comprehensive. Incorporated Societies Bill – Timeline? Section 27 heading: replaced, on 1 July 1994, by section 4 of the Incorporated Societies Amendment Act 1993 (1993 No 114). Every direction given under subsection (3) shall have effect according to its tenor as soon as the direction becomes final; and for the purposes of this subsection such a direction shall become final—. Chartered Professional Accountants Act unless (a) the by-laws of the society so require, or (b) a fee is being charged to perform the audit. As part of this review, exposure draft bills were released in 2015 and 2016. A society is an independent legal entity, a corporate 'person' that exists separate and apart from its members. A religious society is the incorporated congregation of a religious group. In an incorporated society everyone gets the chance to vote and have their say about leadership and the direction of the society. Nothing in this section limits or affects legal professional privilege. We received 114 submissions on the exposure draft. Because of this, the members cannot be held personally responsible for the debts of the society. Section 33(2A): inserted, on 5 November 1971, by section 7 of the Incorporated Societies Amendment Act 1971 (1971 No 43). The fact of any Assistant Registrar exercising any power, duty, or function as aforesaid shall be conclusive evidence of his or her authority so to do. Where a notice given by advertisement includes a notification that copies of a statement explaining the effect of the compromise or arrangement proposed can be obtained by creditors or members entitled to attend the meeting, every such creditor or member shall, on making application in the manner indicated by the notice, be furnished by the society free of charge with a copy of the statement. No society shall be registered under a name which is identical with that of any other society registered under this Act, or of a company carrying on business in New Zealand (whether registered in New Zealand or not), or of any other body corporate established or registered in New Zealand under any Act, or so nearly resembles that name as to be calculated to deceive, except where that other society or company or body corporate, as the case may be, signifies its consent in such manner as the Registrar requires, and the Registrar is satisfied that registration of the society by the proposed name will not be contrary to the public interest. Persons shall not be deemed to be associated for pecuniary gain merely by reason of any of the following circumstances, namely: that the society itself makes a pecuniary gain, unless that gain or some part thereof is divided among or received by the members or some of them: that the members of the society are entitled to divide between them the property of the society on its dissolution: that the society 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 any such trade, business, industry, or calling, or any part or branch thereof: that any member of the society derives pecuniary gain from the society by way of salary as the servant or officer of the society: that any member of the society derives from the society any pecuniary gain to which he or she would be equally entitled if he or she were not a member of the society: that the members of the society compete with each other for trophies or prizes other than money prizes. Subject to this Act and to any regulations made under it, Parts 16 and 17 of the Companies Act 1993 shall apply, with such modifications as may be necessary,—, to the application for the appointment of a liquidator as if the application was an application under section 241(2)(c) of that Act; and. There shall be paid to the Registrar such fees as may be prescribed by regulations in respect of such matters as may be so prescribed. Section 32(1): amended, on 5 August 2013, by section 77(3) of the Legislation Act 2012 (2012 No 119). Section 27(5): inserted, on 10 December 1976, by section 2(2) of the Incorporated Societies Amendment Act 1976 (1976 No 93). Section 34A(7): replaced, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39). Section 11(2): inserted, on 14 October 1981, by section 2 of the Incorporated Societies Amendment Act 1981 (1981 No 41). Note that depending upon your timing there will be some provisions of the 1908 Act that may still need to be complied with. The Registrar, if satisfied that the requirements of this Act have been met, must do the following things: enter the name of the society in the register kept by the Registrar for the purposes of this Act, together with any other information relating to the society that the Registrar thinks appropriate; and, issue a certificate, sealed by the Registrar, that the society is incorporated under this Act; and. It aims to: View the Incorporated Societies Bill - Exposure draft [PDF, 562 KB], View the Request for Submissions document [PDF, 590 KB]. Section 27(2): amended, on 1 July 1994, by section 4(2) of the Incorporated Societies Amendment Act 1993 (1993 No 114). Examples of groups becoming incorporated under the Incorporated Societies Act include Runanga, Taurahere and Hauora. The rules of a society shall state or provide for the following matters, that is to say: the name of the society, with the addition of the word “Incorporated” as the last word in that name: the objects for which the society is established: the modes in which persons become members of the society: the modes in which persons cease to be members of the society: the mode in which the rules of the society may be altered, added to, or rescinded: the mode of summoning and holding general meetings of the society, and of voting thereat: the appointment of officers of the society: the control and use of the common seal of the society: the control and investment of the funds of the society: the powers (if any) of the society to borrow money: the disposition of the property of the society in the event of the society being put into liquidation: such other matters as the Registrar may require to be provided for in any particular instance. The aim of the Incorporated Societies Act 1908 is to give guidance to the many New Zealanders who run societies. site, Some amendments have not yet been incorporated, Steps that Registrar must take if satisfied that requirements met, Certificate of incorporation to be conclusive evidence of registration, Upon issue of certificate members to be a body corporate, Name of society not to be the same as the name of another society or body corporate, No liability on members for obligation of society, Members to have no right to property of society, Security for costs where society is plaintiff, Society not to engage in operations involving pecuniary gain, Society to deliver annual financial statement to Registrar, Power to compromise with creditors and members, Information as to compromises with creditors and members, COVID-19 business debt hibernation may apply, Members may resolve to put society into liquidation, High Court may put society into liquidation, Application to court to appoint liquidator, Corporate body may become member of society, Pecuniary gain received by member of such corporate body, Corporate body to be equivalent to 3 members, Registrar to keep register of incorporated societies, Incorporated Societies Amendment Act 1920. All fees so paid to the Registrar shall be paid by him or her into the Public Account and shall form part of the Consolidated Fund. Section 23A(2): amended, on 1 July 1994, by section 2(2) of the Incorporated Societies Amendment Act 1993 (1993 No 114). This is due to competing legislative priorities, especially those relating to the COVID-19 pandemic. Where a society is the plaintiff in any action or other legal proceeding, and there appears by any credible testimony to be reason to believe that if the defendant is successful in his or her defence the assets of the society will be insufficient to pay his or her costs, any court or Judge having jurisdiction in the matter may require sufficient security to be given for those costs, and may stay all proceedings until that security is given. Section 23B(4): amended, on 1 July 2013, by section 413 of the Criminal Procedure Act 2011 (2011 No 81). The making, amendment, or rescission of any regulations or bylaws pursuant to any rules in accordance with this section shall not be deemed to be an alteration of the rules within the meaning of section 21 of the principal Act. All the provisions of the principal Act relating to societies registered under that Act (including the powers conferred on such societies to hold land) shall, so far as applicable, and with the necessary modifications, apply to branches of societies or to groups of such branches incorporated under this Act. If a society makes default in complying with subsection (3), the society and every officer of the society who is in default shall be liable on conviction to a fine not exceeding $2 for each copy in respect of which default is made. The transition must be completed by November 28, 2018, otherwise your society will be dissolved (cease to exist) and your charitable status could be revoked. in every notice summoning the meeting which is given by advertisement, be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid. The Registrar must ensure that, as soon as practicable after it is made, the declaration of dissolution is—. This Act may be cited as the Incorporated Societies Amendment Act 1953, and shall be read together with and deemed part of the Incorporated Societies Act 1908 (hereinafter referred to as the principal Act). Section 34(1): amended, on 5 November 1971, by section 8(1) of the Incorporated Societies Amendment Act 1971 (1971 No 43). As many clubs and other sporting organisations are structured as incorporated societies this will be relevant to a large number of sporting bodies in the community. Section 27(3)(b): amended, on 1 July 1994, by section 4(3) of the Incorporated Societies Amendment Act 1993 (1993 No 114). Section 21(2): replaced, on 15 December 2005, by section 5 of the Incorporated Societies Amendment Act 2005 (2005 No 106). No alteration in the objects of a society shall be registered unless the Registrar is satisfied either that the alteration is not of such a nature as to prejudicially affect any existing creditor of the society, or that all creditors who may be so affected consent to the alteration. Please note: This content will change over time and can go out of date. Section 4(1): amended, on 27 October 1965, by section 3 of the Incorporated Societies Amendment Act 1965 (1965 No 88). upon the expiration of the time allowed for any appeal without special leave that may lie against the direction providing for the distribution of the said surplus assets, or upon the determination of all appeals against that direction that are duly made either within that time or while any other appeal against that direction is awaiting determination, whichever is later, if when the direction under the said subsection (3) is given a right of appeal without special leave is subsisting in respect of the direction providing for the distribution of the said surplus assets or any appeal duly made against that direction has not been determined. on an Internet site maintained by, or on behalf of, the Registrar, at all reasonable times, for a period of not less than 20 working days. Any corporate body, whether incorporated under this Act or in any other manner, may be a member of a society incorporated under this Act, unless the purposes for which the society is established are ultra vires of the said corporate body. Work is underway to replace the Incorporated Societies Act 1908 (the Act) with a new piece of legislation to update the law relating to incorporated societies. The Unclassified Societies Registration Act 1908 is hereby repealed. This eprint is not an official version of the legislation under section 18 of the Legislation Act 2012. Any such copy or extract purporting to be under the seal of the Registrar shall be received in evidence in all proceedings, civil or criminal. Fail / Withdrawn: A bill fails if the vote is lost at first, second, or third reading. In addition to the matters specified in section 6 of the principal Act, the rules of any society may make provision for the imposition on any member of reasonable fines and forfeitures, and for the consequences of non-payment of any subscription or fine. The main advantages of an incorporated society are: The register may be kept in any manner that the Registrar thinks fit, including, either wholly or partly, by means of a device or facility—, that records or stores information electronically or by other means; and. Every member who aids, abets, procures, assists, or takes part in the doing of any such act by a society shall be liable to a fine not exceeding 20 pounds, and all such members shall be jointly and severally liable to any creditor of the society for all debts and obligations incurred by the society in or in consequence of the doing of that act. If you are incorporated under the British Columbia Society Act (not-for-profit corporations), you need to transition to the new Societies Act. Where any direction is given under the foregoing provisions of this section, there may (for the purposes of that direction) be included in that direction, or in a subsequent direction given by a Registrar or court or Judge who or which gave or had power to give the original direction, all or any of the following further directions: a direction vesting all or any of the assets of the society without transfer, conveyance, or assignment in such person or persons as may be specified in the direction, subject to all charges, encumbrances, estates, and interests affecting the same: if anything remains to be done to complete any matters outstanding on the liquidation or dissolution of the society or to provide for the payment of all costs, debts, and liabilities of and in relation to the society and its liquidation or dissolution, such directions as may be necessary or expedient to make provision for the completion and payment thereof: a direction conferring on any person such powers as may be necessary or expedient to enable him or her to carry out the functions and duties imposed on him or her by any direction given under this section. Section 395A and Schedule 13 of the Companies Act 1993 (which establish a COVID-19 business debt hibernation regime) may apply to a society under clause 3 of that schedule. See the notes at the end of this eprint for further details. Section 31: replaced, on 5 November 1971, by section 6 of the Incorporated Societies Amendment Act 1971 (1971 No 43). on the date specified therein if that date commences after the time determined under paragraph (b): in any case where no date on which the direction is to become final is specified therein, or where the date for finality that is specified therein does not commence after the time specified in this paragraph—, when the direction under the said subsection (3) is given, if at that time no right of appeal without special leave is subsisting in respect of the direction providing for the distribution of the said surplus assets, and all appeals duly made against that direction have been determined; or. Section 34(4): inserted, on 5 November 1971, by section 8(2) of the Incorporated Societies Amendment Act 1971 (1971 No 43). The 2019 Update… RSM have helpfully posted an update to this topic which has been crawling glacially along for 3-4 years!. At the time the declaration of revocation is recorded in the register the society is revived, as if no dissolution had taken place, with effect from the time that the society was dissolved. Where a society makes default in complying with any requirement of this section, the society and every officer of the society who is in default shall be liable on conviction to a fine not exceeding $1,000, and, for the purpose of this subsection, any liquidator of the society and any trustees appointed on behalf of creditors of the society shall be deemed to be officers of the society: provided that a person shall not be liable under this subsection if that person shows that the default was due to the refusal of any other person, being an officer of the society or a trustee appointed on behalf of creditors, to supply the necessary particulars as to his or her interests. Any society consisting of not less than 15 persons associated for any lawful purpose but not for pecuniary gain may, on application being made to the Registrar in accordance with this Act, become incorporated as a society under this Act. 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