New Zealand Law
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I suspect that your constitution does not tie the financial statement requirement, to the ability to put forward board members and votes. By this I mean that it is not a pre-requisite of electing the board members that the member organisations have complied with the separate requirement about financial statements. That no doubt would be good practice, but unless it is a pre-requisite condition, the nomination of the board members is likely to be permissible and legal.
I assume that the failure to provide the audited financial position and membership figures has made you suspicious. In such a process it would be up to an officer such as the secretary to receive nominations for the board and either accept them or reject them. If there were question marks as to the numbers, which is why you are concerned about the voting position, that should have been challenged at the time the names based on numbers were submitted.
For a voluntary organisation it can be an expensive burden to have audited books of account. Of course I don't know anything about the amount of money in the organisations, but for small voluntary bodies, it may not be appropriate to have elaborate audit procedures.
I don't see why you should need to incorporate a new society. If people are prepared to volunteer their time to serve on boards, it is not usually helpful to take an overly legalistic view of their eligibility, particularly when I see this as a reasonably burdensome requirement.
This may not be the answer you are expecting. But my experience of voluntary organisations is that if you start to engage in legal proceedings about issues like this, it is sometimes fatal for the organisation and destroys a great deal of goodwill.
Of course there is nothing to stop you from setting up a new organisation altogether. You could then invite the member organisations to join or not join as they see fit.
If the auditing is as you set out, then the nomination may be unacceptable. Did the secretary question these as they came in? It could be arguable this has been waived if historically that is how it happened.
The problem is that if this has been accepted in the past, and could not specifically challenged at the time, then the ability to object has been waived. If there is a specific requirement to check statements and reconciliation of membership fees before nominating board members, but this has not been done in the past, then as legal interpretation of the situation, this would have been waived. Problems like this must be challenged at the time rather than some time later.
There is nothing to stop you from setting up a new arrangement with the member organisations as you describe. But it may be too late to challenge the breaches of the previous voting, based on the historical waiver.
In a situation like this there would be merit in calling a special meeting to mediate a solution. If the auditing and membership requirements are too onerous, or need to be changed, then rather than get into litigation, a facilitated discussion with an independent mediator is more likely to come up with a solution.
I wasn't anticipating calling an extra ordinary meeting, but rather a specific facilitated meeting to mediate the issues and move forward. I assume the clubs have specific objectives and that your primary purpose is to ensure that the organisation can service those objectives. It may be that the supporting structures do need to be changed, and relationships repaired, but I always try to recommend mediation in this situation even where bridges appear to have been burned already. A skilled facilitator/mediator can often rebuild relationships.
If you are setting up a new organisation, that would depend on what is in the constitutions of the supporting membership organisations. You would need to ensure that they have the ability to enter into such contracts. If they do have this flexibility, then there is no reason why they should not enter into contractual arrangements.
There is nothing illegal about getting together to lobby to update the constitution. That sounds prudent where it has not been possible to comply with the old Constitution. The constituencies can of course work together to obtain suitable majorities at any time.
That is a substantial drafting job. Any contract needs to have parts to make it binding, being clearly identified contracts, the purpose of the contract, the consideration for the contract (the value which is passing) and consequences for breaches, and then signing. Beyond that, there needs to be agreement of the parties as to what you need to achieve.
It should say something like this with headings
The parties to this contract are (insert names of organisations)
The purpose of this contract is to enable (set out the purpose and function of the contract)
In consideration of the understandings and purposes as outlined the parties agree as follows
1. Here and in successor paragraphs set out the terms of the contract2. More terms of the contract3. If the parties cannot agree on (issues) then they agree to appoint a mediator from the lists held by the Arbitrators and Mediators Institute of New Zealand
Signature of first party
Signature of second party (and so on)
Got this and reading now
So I have attached a marked up copy