Bike Auckland is updating its Constitution – the rules about how we operate. Find out about the changes we’re proposing.
The new Incorporated Societies Act 2022 has replaced the 1908 legislation, which brings changes to how incorporated societies must operate in New Zealand. All existing incorporated societies must reregister before 5 April 2026, which means we need to update our Constitution and adopt new processes to comply with the Act.
Download the proposed new Constitution [PDF] now, or read on for a summary of the changes.
What are the key constitutional obligations for incorporated societies constitutions under the 2022 Act?
- Purpose and Activities: The constitution must clearly state the society’s purpose and ensure all activities align with this purpose.
refer to Section 3
- Membership Rules: It must outline how individuals can become members, the conditions of membership, and how membership can be terminated.
refer to Section 4 & 5
- Governance Structure: The constitution must detail the roles, functions, and powers of the committee, as well as the procedures for electing or appointing officers.
refer to Section 6 & 7
- Contact Person: Societies must have at least one contact person (and no more than three), with their appointment process specified in the constitution.
refer to Section 2
- Decision-Making and Meetings: It must include procedures for holding general meetings, making decisions, and passing written resolutions if applicable.
refer to Section 6
- Dispute Resolution: The constitution must specify fair and transparent processes for resolving disputes among members.
refer to Section 16
- Asset Distribution: Rules for distributing surplus assets upon winding up must be included, ensuring they go to not-for-profit organizations.
refer to Section 15
- Officer Duties: Officers must act in good faith, with reasonable care and diligence, and in the society’s best interests.
refer to Section 7.8
(For more on incorporated societies’ obligations under the 2022 Act see Independent Governance Services.)
Bike Auckland Incorporated Constitution – proposed changes
Entire document
Replaced references to the Leadership Group with Board, as is the terminology in current use.
Section 2. Contact person
Replaces the clause regarding the Registered Office to meet the Act requirements re Contact Person.
Section 4. Membership
Replaces the entire section with clauses generated by the Companies Office Constitution Builder tool.
Deleted Family membership as we have now upgraded our membership system to a flexible subscription model where people can pay an amount that they determine is appropriate. This can be as little as $1 per month currently.
The key requirements are members having to give signed written consent before joining and having to supply contact details.
There is also an additional clause acknowledging the right to request access to member information as held by Bike Auckland. The Board has the right to meet or refuse this request as appropriate.
Section 5. Ceasing of Membership
Replaced the entire section with clauses generated by the Companies Office Constitution Builder tool.
Section 6. General Meetings
Section 6.2.d. additional clause requiring notice of conflicts of interest at the AGM.
Section 7. Officers and Board
Section 7.2 notes that the Board’s functions and powers are subject to Incorporated Societies Act 2022.
Section 7.7 lists qualifications of Officer requirements with clauses generated by the Companies Office Constitution Builder tool.
Section 7.8 lists duties of Officer requirements with clauses generated by the Companies Office Constitution Builder tool.
Section 14. Common seal of the Society
This section has been deleted as the common seal is no longer relevant.
Section 16. Disputes resolution
Replaces the entire section with clauses generated by the Companies Office Constitution Builder tool, as there is a specific requirement to outline processes.
Next steps
Review the document and come to Bike Auckland’s Special General Meeting on Sunday 3 August 2025 to vote on the proposed new Constitution.
