Re-registering NZLARPS as an incorporated society

nzLARPS
#1

TL;DR: we now have less than a year to update our constitution and apply for re-registration. If we do nothing, we lose all our assets.

NZLARPS has been an incorporated society since 2006. This means that we have a corporate identity - meaning we can have bank accounts and enter contracts and things - and limited liability - meaning that our members are not personally liable if something goes wrong.

In 2022, Parliament passed a new Incorporated Societies Act We need to re-register under the new law by 5 April 2026 if we wish to remain an incorporated society. If we do not, then we will be removed from the register and liquidated. Which means the society’s assets - its bank accounts and regional gear pools - will cease to belong to us, and will be disposed of by the registrar of incorporated societies. This means they will be given (in accordance with our constitution) “to any other charitable body or bodies within New Zealand”.

I assume that people don’t want this to happen, and that we want to re-register. Unfortunately, this is not something that can be left to the last minute: we need at least one general meeting (an AGM or SGM) to pass our constitution and a formal motion to re-register, and we may need a second if we stuff it up and the registrar rejects our application. So, we need to get it done this year.

The registrar / companies office has a handy guide to what we need to do:

https://is-register.companiesoffice.govt.nz/help-centre/reregistering/getting-ready-for-reregistering/

And a quick guide to re-registration:
https://is-register.companiesoffice.govt.nz/help-centre/reregistering/videos-and-tools/quick-guide-getting-reregistering-sorted/

And they have a constitution building tool which will help us see what we need to change, and give us language we can crib:
https://isb.companiesoffice.govt.nz/constitutionbuilder/startscreen

I’ll set up a second - wiki - post with a list of things that need to be done.

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#2

Things that need to be done (we can spin out seperate threads for this as required)

Administrative changes
Members must consent to be a member: can be done by adding a ticky box to the “join” page on the website.
“Officers” (effectively all committee members) must formally consent to be officers and certify that they are not disqualified: this requires modifying our post-election process to get everyone to fill out a form and submit it to the secretary for storage. MBIE has a sample form here which we can just use.
Update membership register: We’re legally required to record a phone number as well as a physical or email address; this will require website changes to the join form to make the required information mandatory, and chasing members for whom we don’t have it. (This is also a good opportunity to review what we collect, and check whether its actually necessary).
Create an interests register: Committee members are legally required to disclose conflicts of interest, and these must be kept in a formal register. Not onerous (especially as it seems to apply only to national committee, and most actual conflicts will be in regional committees), and easy to do.
Check if we need to change our financial reporting: NZLARPS currently meets the requirements to be a “small society” (less than $50,000 in turnover), so I think we’re fine here. But one for @Ben_Seymour

Constitutional requirements / changes (this will probably need its own thread, and MBIE has a handy checklist)
the name of the society - currently in s1
the purposes of the society - currently in s2
how a person becomes a member of the society, including a requirement that a person must consent to be a member
how a person ceases to be a member of the society - currently in sections 7,8, and 9
arrangements for keeping the society’s register of members up to date
the composition, roles, functions, powers, and procedures of the committee of the society, including—

  • the number of members that must or may be on the committee - currently in s20
  • the election or appointment of officers - currently in s22
  • the terms of office of the officers
  • the functions and powers of the committee - currently in s25?
  • grounds for removal from office of officers - currently in s22
  • how the chairperson (if any) will be elected or appointed and whether that person will have a casting vote if there is an equality of votes - currently in s26
  • the quorum and procedure for committee meetings, including voting procedures - currently in s26

how the contact person or persons will be elected or appointed
how the society will control and manage its finances - currently in s33
the method by which the constitution may be amended - currently in s34
procedures for resolving disputes, including providing for how a complaint may be made
arrangements and requirements for general meetings, including - currently in sections 13-19

  • the intervals between annual general meetings
  • the information that must be presented at general meetings - currently in sections 13 and 32
  • when minutes are required to be kept
  • the manner of calling general meetings - currently in s13 and 16
  • whether and, if so, how written resolutions may be passed in lieu of a general meeting
  • the time within which, and manner in which, notices of general meetings and notices of motion must be notified - currently in s17
  • the quorum and procedure for general meetings, including voting procedures (for example, whether votes may be cast by post or by electronic means), procedures for proxies (if any), and whether the quorum takes into account members present by proxy or casting postal votes or votes by electronic means - currently in s14
  • the arrangements and requirements for special general meetings - currently in sections 16, 18, and 19

the nomination of a not-for-profit entity, or a class or description of not-for-profit entities, to which any surplus assets of the society should be distributed on a liquidation of the society or on, or to enable, the removal of the society from the register - currently in s38

Process stuff
Decide to re-register - we kindof did this at the 2024 AGM.
Pass new constitution
Elect new officers which comply with new requirements
Formally decide at a general meeting to apply
Submit application and pay fee.

#3

Confirming that we have annual turnover less than $50,000. We would need to fairly large growth to exceed this, though this wouldn’t be impossible given the pre-covid numbers.

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