August 2016
Rotary District 9940
Objective: To encourage all clubs within District 9940 to update their Club constitutions and Club bylaws to conform with the latest version of the Standard Club Constitution and Standard Club Bylaws as amended by the 2016 Council on Legislation and adapted for registration in New Zealand under the Incorporated Societies Act 1908 (“Act”)
Update Club Constitution
  • Rotary Clubs in District 9940 and other New Zealand Districts are strongly encouraged to update their Constitution 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 clubs constitution to comply with the requirements of the Act.
  • Clubs as incorporated societies need to register the updated constitution with the Registrar of Incorporated Societies following the procedures 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). The wording of this clause has been changed from earlier versions of the constitution.
  • Article 22(3)(b) provides that changes of the constitution resulting from the Council on Legislation shall be registered with the Registrar in accordance with Section 21 of the Act without the need for a club meeting.
  • Article 26c provides for the board of the club from time to time to determine whether the club accounts are audited or reviewed. If the Club does not wish to have its 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 to have the club audited.
  • We strongly recommend that all clubs adopt the revised constitution including the amendments to Articles 22(3) and 26c. Pursuant to 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 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 (editable word) 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 inconsistent 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
  • 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.
For clarifications and questions, please contact
PDG Pat Waite
Res: 04 237 8137
Cell: 027 446 2003