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Incorporated Societies Act 2022

What Waka Ama Clubs need to know 

The Incorporated Societies Act 2022 came into force on 5 October 2023, bringing significant changes to how incorporated societies are governed. These changes affect membership, governance, meetings, dispute processes, winding up, financial reporting, and auditing.

Waka Ama Aotearoa NZ has now updated and adopted our new constitution to meet the requirements of the Incorporated Societies Act 2022. You can find this here.

It is important that all clubs familiarise themselves with the new Act and the changes it introduces, so you remain compliant. The resources on this webpage will help you understand what the new Act requires and what steps your club will need to take to re-register.

The transition period for existing incorporated societies ends on 5 April 2026. Until your club re-registers under the 2022 Act, you will continue to operate under the 1908 Act.

Re-registration includes submitting an updated, Act-compliant constitution. Clubs that do not re-register by 5 April 2026 will cease to be incorporated and will be removed from the register.

Key Changes from the 1908 Act to 2022 Act

  • Minimum number of members required for an incorporated society is reduced from 15 to 10
  • Consent of each member of the society will need to be collected, for example, by ticking a box when renewing their annual membership.
  • Each society 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 society, 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 society’s board or committee must be members of the society and all officers must not be disqualified from being an officer.
  • Dispute resolution processes must be included in the society’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.
  • Societies 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.
  • Societies that are not registered charities and have annual expenditure over $3,000,000 for the two preceding financial periods are required to be audited.
  • There are minimal financial changes for Incorporated Societies that are also registered Charities as they will continue to prepare financial statements as before under the Charities Act 2005.

What Waka Ama Clubs need to do

  1. Review your current constitution
    • Discuss as a committee whether your existing constitution is still fit for purpose.
    • If it isn’t, identify what changes or new arrangements you want reflected (including any consultation you choose to undertake with your club members/whānau).
  2. Seek legal guidance if needed
    • Engage support if your club requires legal advice or help with drafting.
  3. Draft your updated constitution
    • Use the attached Waka Ama Aotearoa Club template or the Companies Office Constitution Builder as a starting point, and make sure all required provisions, including transitional clauses, are included.
    • Once drafted, check your constitution against the official checklist to ensure it meets all requirements of the Incorporated Societies Act 2022.
  4. Share the draft with your members
    • Seek feedback from your club members and ensure they have the opportunity to review and comment.
    • Review your Regional Waka Ama constitution updates that may affect your club
  5. Revise your draft constitution
    • Update the draft based on member feedback; and
    • Reflect any necessary changes influenced by updates to your Regional Association’s constitution (if applicable).
  6. Present the constitution for member approval
    • Take the updated constitution to your AGM (if timing allows) or call a Special General Meeting (SGM) to pass the required resolution.
  7. After member approval
    • Reregister your club with the New Zealand Companies Office.
    • Send to your Regional Body and Waka Ama Aotearoa NZ ( to [email protected])  confirmation of reregistration and a copy of your updated constitution.

Constitution Template

Waka Ama Aotearoa NZ has developed a template club constitution - see attached below

There is also a Sport New Zealand check list attached to help your club work through the changes. This checklist can be used to review your current rules/constitution for compliance with the new requirements under the Act.

If you have any questions don't hesitate to contact [email protected] 


Key Links

Attachments

isa-checklist.pdf
Template -Club Constitution Current _WAANZ Final.docx