FMC submission on Incorporated Societies Bill 2021

The majority of clubs affiliated with FMC (and FMC itself) are societies incorporated under the Incorporated Societies Act 1908.

FMC submitted on the exposure draft of th Bill in 2016, and has recently submitted on the final draft of the bill in May 2021. (You can read our submission here).  The Government says that the new bill proposes to put in place a modern framework of basic legal, governance, and accountability obligations for incorporated societies and those who run them.

In general, FMC found the bill met most of the stated aims, but with a few problematic requirements, around Annual General Meetings. The bill allowed that clubs hold an AGM where members are present in person or electronically, or in lieu of the AGM, a resolution (signed vote by a member) of 75% of all members.  FMC believes this too restrictive requirement with an unnessecarily high proportion. For dispersed societies (such as FMC) where less than 75% of all members are willing to participate in the legal mechanics of the club operation, the requirement could make meetings and resolutions impossible.

You can read our submission, which explains our recommendation for this and other matters of lesser concern.

However, there will be some work required by clubs to amend their rules into a new “constitution”, although we expect there will be some template constitutions available suitable for our clubs to adapt as necessary.

Some of the rules of interest (which would be mostly familiar to those clubs that are also registered charities) include :

Changes regarding officers (committee members)

• That officers may only be appointed with written consent and provided they meet a series of fit and proper person tests (such as not bankrupt, being a minor, having been convicted of certain offences)
• Clubs must inform the Societies Registrar of changes to their officers (President etc) within 20 days of a change.
• Officers will have legal duties to act in good faith, with a basic reasonable duty of care, and declare (and the club to record) conflicts of interest.
• Rules about whether societies may help insure their officers for certain liabilities or against non-performance of certain duties.

General changes

• Constitutions will be required to include a defined disputes procedure, having regard to natural justice, which meets the requirements of the Act.
• On winding up, surplus assets must be disposed of to one or more not for-profit entities.

As far as a timeline, the bill says that all Incorporated Societies must re-register under the new Act by the later of 1 December 2025 and 2.5 years after the bill comes into law.

FMC will endeavor to assist our member clubs with the transition by making any government guidance or learnings from within the Federation available to all member clubs.