Legislation - Constitution & ByLaws

Committee purpose:
  1. encourage the District to conform with the Constitution and Bylaws of Rotary International and the terms of the District's Constitution;
     
  2. encourage clubs within the New Zealand part of District to update their constitutions to conform with the latest version of the Standard Club Constitution as amended by the Council on Legislation and adapted for registration in New Zealand under the Incorporated Societies Act 1908 ("Act");

 

July 2016
 
ACTION REQUIRED BY ALL NEW ZEALAND LOCATED CLUBS:
 
Update Club Constitution:
 
  • Following on from the 2016 Council on Legislation the Standard Rotary Club Constitution has been updated to incorporate the changes adopted at the Council.  For a summary of the changes visit the RI website at https://www.rotary.org/myrotary/en/news-media/council-grants-clubs-greater-flexibility-meeting-membership
     
  • New Zealand located Rotary Clubs are strongly encouraged to update their constitutions especially if clubs wish to adopt changes to the standard meeting and membership provisions.  Rather than prepare a modifying document we have prepared a new standard constitution for New Zealand clubs which incorporates the new Council on Legislation updated constitution plus an updated version of the special clauses used in current New Zealand club constitutions to comply with the requirements of the Act.
     
  • Clubs in District 9920 which are not located in New Zealand and are not incorporated societies do not need to take any action as pursuant to Article 2.040.1 of the Bylaws of RI the amendments to the standard club constitution automatically become part of the constitution of each club.

    Clubs in New Zealand are all incorporated societies and need to register the updated constitution with the Registrar of Incorporated Societies following the procedure below to ensure the registered version of the club's constitution incorporates all amendments.
     
  • Article 2 satellite club name should be completed in case the club subsequently establishes a satellite club.  The satellite club provisions are now standard in the club constitution and should not be deleted.
     
  • Article 4 Locality of Club should be completed using the wording in the Article defining Locality in the club's current constitution.
     
  • Article 22(3)(a) provides that the Articles listed in the Schedule can be amended without approval from RI.  Changes must be approved at a club meeting as set out in Article 22(3)(a). 
     
  • Article 22(3)(b) provides that changes to the constitution resulting from the Council on Legislation shall be registered with the Registrar in accordance with Section 21 of the Act.
    Best practice suggests clubs should follow the procedure  in Article 22(3)(a) to do this.
     
  • Article 26(c) provides for the board of the club from time to time to determine whether the club accounts are audited or reviewed.  If your club does not wish to have it's accounts audited or reviewed the words: and audited or reviewed by a chartered accountant or other qualified person as the board shall determine from time to time should be deleted.  There is no requirement from RI or in the Incorporated Societies Act 1908 to have a club's accounts audited.
     
  • We strongly recommend that all New Zealand clubs adopt the revised constitution.  Pursuant to Article 22 Section 3(a)  this will need to be done at any regular meeting of the club where a quorum is present by the affirmative vote of a majority of its members present and voting provided that notice of such proposed change of constitution shall have been mailed (email can be used) to each member at least 10 working days before such meeting.  
     
  • The following documents are required to update your club's constitution:
 
 
Adopt or Update Club's Bylaws:
 
  • All clubs should adopt bylaws in accordance with Article 17 of the standard club constitution which are not inconsistenat with the constitution and bylaws of RI.
     
  • We recommend clubs review their bylaws to ensure they comply with the amended standard club constitution and RI's constitution and bylaws.
     
  • A word version of the Recommended Rotary Club Bylaws from the 2013 Manual of Procedure can be downloaded here: Bylaws
     
  • Bylaws do not need to be registered with the Registrar of Incorporated Societies but registering on the Societies register will ensure the latest version of the club's bylaws can be readily located when needed.  Alternatively the club's bylaws could be uploaded to the documents section of the club's individual section on the District website.
 
Update Club's Charitable Trust's trust deed (if update detailed below not adopted since 2010:
 
  • Since the New Zealand Charities Act 2005 came into force most New Zealand located clubs in District 9920 established
     a charitable trust using the standard trust deed approved for Rotary Clubs by the Charities Commission.
     
  • Since the trust deed was adopted a number of desirable modifications have been identified which will improve
    the operation of the trust and its effectiveness.  The most important change is to clause 4.2 of the deed which
    changes the trust's objects from benfitting "people in New Zealand" to "charitable purposes in New Zealand"
    which ensures that club trusts can donate funds to the New Zealand Rotary Clubs Charitable Trust and to
    RNZWCS Limited.
     
  • The trustees of all Rotary Club Charitable Trusts which adopted the standard approved trust deed are advised to
    amend their trust deed as soon as possible.  Club presidents/secretaries should initiate this with their club's
    trust trustees as follows.
     
  • Trustees should check the Trust resolution and Amendement Deed against the Trust's existing trust deed to ensure
    that the suggested amendments apply to the appropriate clauses in the existing Trust deed.  When the resolution
    is in order it should be adopted and signed by all trustees.
     
  • The Trust Amendment deed once completed should be signed by all trustees.
     
  • If the trust has been incorporated under the Charitable Trusts Act 1957 (most are) the Rule Change form
    should be completed and filed with the Charitable Trusts Registrar.  Further information can be obtained
    at http://www.societies.govt.nz/cms/incorporated-societies/running-a-society/how-do-you-change-the-rules-of-a-society
     
  • Once registered with the Registrar of Charitable Trusts the Amendment Deed needs to notified to the
    Charities Board using the Notice of Change form above.  Further information can be obtained from:
    https://www.charities.govt.nz/im-a-registered-charity/update-charity-details/
 
Contact Tony Fortune if any clarification is required: amf@fmlaw.co.nz