PROFESSIONAL TRUST. PERSONAL TOUCH.
Incorporated Societies
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| Topic | 1908 Act | 2022 Act |
|---|---|---|
| Minimum number of members | 15 | 10 |
| Internal disputes | No requirement to have internal dispute resolution procedures | A society must have adequate dispute resolution procedures, and these must be specified in its constitution |
| Committee requirement | Committee not required | Must have a committee of at least 3 members |
| Independent members of committee | N/A | Unless�regulations1�prescribe otherwise, majority of committee must be society members |
| Concept of an officer | Not explicitly defined | Includes all committee members, as well as others, for example, treasurer, CEO |
| Officers� duties | Duties are not clearly articulated | Six broadly expressed duties modelled on directors� duties in the Companies Act 1993 to: |
| 1. Act in good faith and in the best interests of the society | ||
| 2. Exercise powers for proper purposes only | ||
| 3. Comply with the Act and the constitution | ||
| 4. Exercise reasonable care and diligence | ||
| 5. Not create a substantial risk of serious loss to creditors | ||
| 6. Not incur an obligation the officer doesn�t reasonably believe the society can perform | ||
| Annual General Meeting (AGM) | No guidance | Must be held within 6 months of the society�s financial year end |
| Financial statements filed with Registrar | Must be filed annually | Must be filed within 6 months of the society�s financial year end |
| Annual return | No requirement to file an annual return | Must be filed annually�as outlined in section 109� |
| Manner of preparing financial statements | A society is not required to apply XRB accounting standards, unless it�s also a registered charity� | Only a�'small society'��not registered as a charity is exempt from using XRB accounting standards� |
| Distribution of�surplus assets2�after winding up | Surplus assets can be given to any party� | Surplus assets must be given to a not-for-profit organisation |
| Amalgamations | No legislative framework for amalgamations of 2 or more societies | Amalgamations can take place as outlined in the Companies Act 1993, but follow a more simplified process |
| Criminal offences | Generic offences set out in the Crimes Act 1961 | Six offences that target egregious conduct including: |
| 1. Making false statements | ||
| 2. Fraudulent use or destruction of property | ||
| 3. Falsification of documents | ||
| 4. Defrauding of creditors | ||
| 5. Improper use of �incorporated� or its Te Reo version �manat?pu� | ||
| 6. Breaching of a banning order |