Tips for Reviewing Your Constitution Pt.2 – Restore or Rebuild Entirely?
Hey Kiwi non-profit superheroes, here’s another take on getting your governance document in ship shape condition.
I’m going to call this the ‘Slash and Burn’ or ‘Adapt’? approach. The updating of your constitution is the perfect time to look at it’s fitness, and that will give you a pretty good indication of what your next steps on the road to re-registration. We’d also suggest that you create a sub-committee to get through all of the work – it may slow down the process as you try to get people together outside of work hours, but as it’s a fundamental document – it’s best to get it as right as possible.
Approach One: Adapt!
Here at CNA we used the opportunity to update language, correct misspellings and formulate the formatting at the same time. We decided, since our constitution is pretty robust already and is still very much what we are about, to edit and update. This means making sure that we knew what we were required to add in or change. View our handy-dandy one-pager on what those legal eagle aspects are.
Then working out how to put that into our constitution, here’s an example. When looking at who can and can’t be an officer (i.e., on the committee) of CNA, there is a long list in the Act. By creating the following clause and referring to the Act we let the legislation do all the talking for us.
“Rule 7. (e) Those being selected must meet the qualifications set out in section 47 of the Act (or ensure this is complied with in another way), namely that the officer is a natural person who has consented in writing to be an officer, and also certifies they are not disqualified from being elected or appointed or otherwise holding office under section 47(3).”
We’re putting our Constitution on our Incorporated Societies Law Update Page and this versions has all of our changes highlighted. PLEASE NOTE: This is specific to our constitution and is NOT legal advice – just what we did, though we did have a lawyer look it over, it is specific to our changes.
Approcah Two: Slash & Burn!
One option is to start again. And this may even be easier than you think. The NZ Companies Office has a ‘Constitution Builder’ that is very helpful and easy to use. You don’t have to finish it in one session – all you need to do is save it. Once you get started it will let you pick and choose generic clauses as you build a new constitution.
There are:
Mandatory Clauses – These you MUST have.
Recommended Clauses – Not mandatory but you would be well advised to include them (if appropriate).
Optional Clauses – As the name suggests. You’d be advised to have a good think to see if any of these are useful and/or relevant to your organisation.
One VERY BIG THING to remember – look to your organisation’s future, a good constitution is general enough to allow your governance body leeway to manoeuvre AND tight enough to ensure transparent and good governance practices.
However you start your journey – please feel free to get in touch if you need some casual advice (remember we aren’t lawyers!); or you might want to check with your local Community Law Centre to see if they may offer advice.
Happy Building!
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