General and Committee Meetings

Annual General Meetings

Under Alert Level 2 Annual General Meetings can go ahead so long as the gathering does not exceed 100 people.  Clubs will need to ensure that physical distancing and strict hygiene measures are carried out.

Enabling use of electronic means

Entities, including incorporated societies, are able to make use of electronic means (including electronic voting and the use of electronic signatures) when their constitution or rules wouldn't normally permit this.

If you decide to make use of this provision, there are certain things you need to do, including giving notice to the Registrar.

The use of electronic communications where otherwise not permitted, requires that the majority of the entity’s governing officers believe in good faith that it is not reasonably practicable to carry out the task by non-electronic means. These tasks are:

  • having or recording information in writing
  • calling or holding meetings, including for the purpose of establishing a quorum
  • voting (though there are some matters that electronic voting can’t be used for)
  • giving or receiving information
  • making or keeping new records
  • providing access to records or information held by or on behalf of the entity
  • signing any instrument
  • retaining any information.

When using using electronic means as outlined above (e.g. electronic communications, electronic signatures), an entity must:

  • keep a record of their use and the reasons why (decided by a majority of governance officers)
  • as soon as is practicable after their use, make reasonable efforts to notify members of the matter
  • notify the responsible Registrar or agency (or Registrars if there is more than one for a particular entity) — this does not apply to a firm or post-settlement governance entity.

To give notice, complete the notice of electronic means and send this to covidnotices@mbie.govt.nz along with a copy of the record that outlines the reasons for the belief of the majority of its governing officers referred to in section 10(1)(b) (and section 10(1)(a) if relevant)).

Postponing your Annual General Meeting

For clubs that had to postpone Annual General Meetings or will have to postpone Annual General Meetings due to the COVID-19 Alert Levels there are provisions to amend your constitution temporarily.

The Government introduced The COVID-19 Response (Further Management Measures) Legislation Act which makes changes to the Companies Act and other related legislation to help provide relief for companies and other entities facing difficulties in complying with their statutory obligations, or obligations under their constitutions or rules, because of COVID-19.

Entities are able to make certain modifications to their constitutions or rules (such as calling or holding meetings, rules relating to dispute resolution or waiving, suspending, deferring or reducing fees payable by members).  These certain modifications can be made retrospectively.

Section 14 of the Act outlines the provisions that may be modified, namely —

  • calling or holding meetings, including for the purpose of establishing a quorum
  • a method or form of voting
  • giving or receiving information
  • making or keeping new records
  • a method or form of dispute resolution
  • a method or form of disciplinary procedure
  • a waiver, suspension, deferral, or reduction of fees or other amounts payable by members of the entity to the entity
  • a deferral of auditing, assurance, or financial reporting or review requirements
  • use of electronic means to do any matter listed in the section above
  • other procedural or administrative processes.

Section 15 of the Act outlines which provisions may not be modified, namely —

  • the purpose or objects of the entity
  • the powers of the entity (other than a procedural or administrative power)
  • the sale, transfer, or other disposition of real or personal property
  • voting rights or rights to a dividend or other distribution
  • the duties of the governing body or governing officers (other than a procedural or an administrative duty)
  • fees or other payments (other than a waiver, suspension, deferral, or reduction of fees or other amounts payable by members of the entity to the entity)
  • any matter if the modification to that matter has a material detrimental effect (direct or indirect) on the substantive rights or powers of any creditor or other person
  • any matter that is prescribed by regulations
  • the number or need for a quorum
  • rights of access to courts, tribunals or arbrital tribunals
  • any alteration or addition to the constitution or rules made by order of a court
  • any other matter that is not listed above.

To modify your constitution using these provisions you must:

  • Download the Notice of modification to constitution or rules
  • Complete the notice. Take care to read the notes on Page 2 of the form.
  • Attach a copy of the written record required by section 18(1)(a) of the Act and a certificate by a governing officer of the entity certifying that, in making the modification, all requirements of Part 2 of the Act were complied with.

To give notice, complete the notice of modification to constitution or rules and send this to covidnotices@mbie.govt.nz along with a copy of the record that outlines the reasons for the belief of the majority of its governing officers.

Committee Meetings

Under Alert Level 2 committee meetings can take place, however physical distancing and strict hygiene measures should be followed at all times.