The deadline for all incorporated societies to re-register under the Incorporated Societies Act 2022 is now less than 6 months away.
Every incorporated society must re-register under the 2022 Act before 5 April 2026. If that is not done, the society will cease to exist. After re-registration, the society will continue operating as the same legal entity it has always been. The intention of the 2022 Act is to modernise the way club and societies operate by integrating best practise procedures into their rules (for example, by requiring that clubs and societies have good mechanisms in place for handling internal disputes and adopt other measures to strengthen, transparency and reporting).
Faced with the need to re-register and, particularly, the need to update the constitution, all clubs in societies are faced with the decision whether to amend the existing constitution or start afresh.
MBIE has provided a tool for generating a new constitution that is available on the Registrar’s website – But it is a little bit clunky to use, especially for those who seek to retain the bones of their existing constitution and only make those changes that are specifically required in order to re-register.
An unscientific estimate is that roughly half the lawyers in the country with some sort of involvement (whether as an adviser, an active participant, a parent or an interested bystander) in clubs and societies will be facing requests to help one or more navigate the constitution update process.
Helpfully, there are a handful of useful benchmarks and other navigational tools available. And whilst there is some evidence that the sports sector, particularly, has been slow to grasp the need to re-register, a number of the National Sporting Organisations have given their affiliated bodies a leg up by providing specific templates to help their sport to navigate the re-registration process.
Inevitably, there will be some clubs and societies who take this as an opportunity to instigate more wide-reaching governance and constitutional changes in order to future-proof their organisation. And others may find that the emphasis on such governance matters as company-law style duties for officers are too confronting for some longstanding volunteers.
My approach has been to suggest to the governing bodies and their advisers not to be too ambitious – and if the framework of the current rules (largely) “works” then to make the necessary changes only and re-register.
And try not to be last minute Larry. To date, it would appear that only a minority of our 24,000+ not-for profit entities, which are formed as incorporated societies, have re-registered.
Inevitably, those who leave it until too late could perhaps unwittingly contribute to the decline in the number of community organisations that remain registered.
For more information, please do not hesitate to contact me.