Incorporated Society  Re-registration - Member Support Issues

The re-registration deadline is nearing – what happens if your incorporated society can’t get enough member support to approve constitution changes?

The deadline for existing incorporated societies to re-register under the new Incorporated Societies Act 2022 is fast approaching – it will be 5 April 2026 before we know it!

A significant number of societies have yet to re-register, and these organisations seem to be in varying stages of the process. While some haven’t started, others are just sorting out the final details before pushing go on the re-registration application.

In this context of a compulsory re-registration process, with serious consequences for failing to do so, there are extra pressures on societies to get constitution changes across the line.

Unfortunately, some societies are facing a major hurdle - they can’t reach the threshold required by their current rules to amend their constitution or adopt a new one. That threshold is often more than a simple majority; likely two thirds or 75%, or even higher in some cases.

So what happens if your society can’t get enough member support to vote in favour of constitution changes, given that re-registration is compulsory and failure to re-register will mean your society ceases to exist?

The new Act includes provisions that may help societies which find themselves in this situation, by allowing amendments or a new constitution to be put through under a “normal majority” (51%) if those changes are only those required for re-registration.  

• Section 9 in Schedule 1 of the new Act says that a society can amend its rules to facilitate re-registration and only a majority vote is required to approve the amendments at a general meeting.
• Section 10 in Schedule 1 of the new Act says that a society can approve a new constitution to take effect on re-registration and only a majority vote at a general meeting is required to do so.

In practical terms, if a society has amendments to its existing constitution or an entirely new constitution which involve only the changes required to comply with section 26 of the new Act, then the member support required to pass those changes/that new constitution can be a normal majority rather than any higher threshold for amendments set out in the society’s existing rules.

Importantly, the ability to rely on a normal majority vote in favour is only available in relation to re-registration, and only for changes that are specifically required for re-registration.

If your society is finding it challenging to adopt constitution changes in time for re-registration, the provisions in sections 9 or 10 of Schedule 1 in the new Act may be helpful.

The team at MoranLaw has specialist experience to help your society make constitution changes using section 9 or 10 of Schedule 1 in the new Act. Get in touch today