Report on Special General Meeting

Saturday 14 June, Waiora House, 100 Kaimanawa St, Taupō

Member approval was sought for changes to our Constitution, to bring us in line with the new Incorporated Societies Act 2022.

Tongariro Natural History Society (trading as Project Tongariro) undertook a comprehensive review of its constitution using the recommended Constitution Builder tool to ensure legal compliance. The draft constitution was endorsed by the Executive Committee and reviewed by our Honorary Solicitor. A number of sections were changed accordingly.

President Paul Green chaired the meeting, with CEO Kiri Te Wano by his side.

1. Alignment with new legislation

The draft constitution has been fully updated to comply with the Incorporated Societies Act 2022, replacing the older 1908 Act. It introduces statutory terms such as “Officers,” “Members,” and procedures for disputes, financial reporting, and winding up.

2. Clarification of purpose and values

Purposes (Objects) remain the same in intent but are rewritten for clarity and compliance. A new section on Tikanga, Kawa, and Core Values has been added, emphasising kaitiakitanga, manaakitanga, and maumaharatanga as guiding principles.

3. Membership updates

Introduces clearer categories: Member (individual, family or organisation), Life Member (with full rights), Honorary Member (symbolic recognition, no voting rights), Honorary Vice Presidents (includes representatives of founding families, past presidents, or someone with a special connection to the society).

Formalises written consent and process for joining. Adds obligation for members to promote the Society’s values and not bring it into disrepute.

4. Governance and committee changes

If external experts (e.g. accountant) if a Treasurer cannot be found. Adds option for subcommittees with delegated authority. Committee may now meet and make decisions electronically (e.g. Zoom or email). Formalises Officer eligibility and disqualification rules in line with the Charities Act and the 2022 Act. All Officers are appointed for 1 year and may be eligible for being reappointed.

5. Meetings and voting

AGM and SGM rules clarified: 15 working days’ notice for AGMs. Introduces proxy voting (in writing only). Meetings can now be held in person, online, or a combination. Written resolutions (75% majority) now permitted in lieu of meetings. Quorum remains 15 members.

6. Financial oversight

Clearer rules on: Maintenance and format of accounting records and annual financial reporting. Policies for fraud and finance to be maintained and reviewed regularly. Confirms dual signatories and separation of executive and staff authorisations.

7. Memorial fund renamed

The Memorial Fund is now called the Project Tongariro Legacy Fund. Removed requirement to adjust for CPI (inflation), to preserve the long-term capital growth strategy. Annual reporting by the Geyser Community Foundation retained.

8. Conflict of interest and dispute resolution

Introduces conflict of interest register and rules on how conflicts are disclosed and managed. Comprehensive new Dispute Resolution Process added, including mediation and tikanga-based options, in line with legal requirements.

9. Winding Up and Asset Distribution

Updated process for liquidation and deregistration. Clarifies that any surplus assets must go to a similar charitable purpose.

10. Constitutional Amendments

Now requires: 15 member signatures to propose changes, 20 working days' notice of proposed changes, 2/3 majority to pass changes at a General Meeting.

20 members attended in person and 2 members attended online. There was input from the floor on a number of points raised. An excellent meeting which finished after 45 minutes.

Margi Keys