At an Annual General Meeting the majority of members of a Society agreed to alter their rules to change the voting procedures at meetings, and passed a resolution to that effect. 

The officers of the Society, as well as the members, thought that once they had passed the rules at the meeting, the rules would be in effect.

At a Special General Meeting held some months later the members voted on quite a contentious issue, using the new voting procedures that they understood had been put in place by the earlier change of rules. 

Many of the membership base voted against the particular issue at that Special General Meeting, and therefore were keen to find any way to overturn the voting that had occurred. 

One disgruntled member took legal advice and discovered that actually the new form of voting wasn’t legally in place yet, as the rule changes were not valid until they had been registered with the Registrar of Incorporated Societies.

The officers of the Society were embarrassed to have to advise the members that the voting at the Special General Meeting was invalid, and that they would need to register the rules that they passed the year before, and then hold another Special General Meeting to vote on the contentious issue again.

The Incorporated Societies Act provides that rules for Societies must be:

  1. In writing;
  2. Signed by at least 3 members of the Society; and
  3. Delivered to the Registrar of Incorporated Societies (accompanied by a certificate by an officer of the Society, or a solicitor, certifying that the alteration has been made in accordance with the Society’s rules).

Each Society’s rules will generally have provisions around the voting requirements to change rules that will also need to be abided by (for example, approval by a majority of the members).

If you are changing your rules, it is vital that you take legal advice.  It can avoid costly, time- consuming, and embarrassing issues, like those above.




Claire Tyler
Partner
Wellington


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