Proposed Changes to Our Constitution

Re-Registration Under The Incorporated Societies Act 2022 – New Constitution

There is new legislation providing for incorporated societies, the Incorporated Societies Act 2022 which came into force in October 2023 (“New Act”).

The New Act requires that all existing incorporated societies be re-registered under that Act by April 2026. If an existing society does not re-register under the New Act by that date, it will cease to be ‘incorporated’ and will no longer have the benefits of incorporation. For societies that cease to be incorporated, the officers and members will become personally liable for the obligations of the society.

Approval of a Society’s membership is required for re-registration under the New Act. The Committee seeks the members’ approval for re-registration.

Re-registration also requires that NZIX adopt a new constitution that meets the requirements of the New Act. The New Act prescribes in much more detail than the previous law, what a society’s constitution must contain.

Under the New Act, a society’s constitution must now include provisions for:

  • The election or appointment of one or more contact persons of the society;
  • How a person becomes and ceases to be a member of the society;
  • A register of members, access to that register and arrangements for keeping the register of members up to date;
  • How complaints may be made and procedures for resolving disputes concerning the society or its members and officers; and
  • The disclosure and recording of conflicts of interest for the society’s officers.

In consultation with NZIX’s lawyer, the Committee has prepared a new constitution to comply with the requirements of the New Act. This constitution will need to be approved by the Members at the NZIX Annual General Meeting on 1 August as part of the motion for NZIX to be re-registered under the new Act.

the key provisions of the proposed new nzix constitution are summarised below

1. Clause 1 – Definitions and Interpretation: There are a number of new definitions, including for:

    1. ‘Eligible Members’, being those NZIX members who can speak and vote at NZIX meetings;
    2. ‘Honorary Member’ a new class of membership discussed further below.
    3. ‘Interests Register’ a register of Officer interests which NZIX is required to maintain under the New Act;


2. Clause 3.2 – Purposes:

    1. Purposes: The wording in the New Act for the ‘objects’ of a Society is now ‘Purposes’.  The Purposes of NZIX are set out in clause 3.2 and are unchanged.
    2. Restrictions: The Constitution must specify that the Society cannot be carried on for the purposes of distributing any financial gain, profit or surplus to Members nor can it have share capital or stock held by Members.


3. Clause 4.2 – Contact Person: The requirement in the New Act for the Society to have at least one ‘contact person’.


4. Clause 5 – Members: 

    1. Classes of Membership – Clauses 5.2-5.6: The Foundation Member, Full Members and Affiliate Membership classes remain.  The Committee proposes that NZIX have one additional class of membership being, ‘honorary members’.   It is intended that this class of membership will be offered from time to time to those persons who NZIX wishes to recognise as having provided exceptional service to the Society.   Honorary Membership will be proposed at the recommendation of the Committee and requires the approval of the Members.   A Honorary Member may also be removed by the same means.
    2. Membership (clauses 5.7-5.18): The Constitution includes much more detailed provisions dealing with how persons become a member of NZIX, the rights and responsibilities of membership and ceasing to be a member.


 5. Clause 6 – General Meetings: Much more detailed provisions about member meetings.  Only ‘Eligible Members’ (as defined in clause 2.1) can speak and vote at meetings.  There is now an option for NZIX to circulate a written resolution for approval by the member resolutions for certain matters (clause 6.6).


6. Clause 9 – Committee:

    1. Election and Term (clauses 9.4 and 9.6): IAA as Foundation Member now has the right to appoint one Officer to the Committee (previously two).  The other six Officers are elected by the Members.  Officers will serve a term of four years with roughly half of the Committee being elected by the Members every two years.
    2. Conflicts of Interest (clauses 9.10-9.13): Provisions dealing with the disclosure of conflicts of interest by Officers and participation in Committee decisions by interested Officers.
    3. Officer Indemnities (clauses 9.14 and 9.15): Provides an indemnity for the Officers unless liability is a consequence of the Officer’s dishonesty, wilful misconduct or gross negligence.


7. Clause 11 – Society Records: 

    1. Registers (clauses 11.1 – 11.4): It is a requirement of the New Act for the Society to have and maintain and up-to-date a register of members and a register of Officer interests.
    2. Information Requests (clauses11.5 – 11.6): Procedures for Members requesting information from NZIX and NZIX processing and responding to such requests.


8. Clause 12 – Dispute Resolution: A society needs to have detailed dispute resolution procedures.  The Dispute resolution procedures in clause 12 refer to the default procedures in Schedule 2 of the New Act.  Adopting those Schedule 2 procedures means NZIX is deemed to comply with the requirement that its dispute resolution procedures are consistent with the requirements of natural justice.


9. Clause 13 – Altering the Constitution:  A two-thirds majority of Eligible Members must approve any amendment to the Constitution.  Whilst NZIX has a Foundation Member, the Foundation Member must also approve any amendments.  There is an exception to the above requirements for minor or technical amendments, for which the alternative process in clause 13.4 can apply.


10. Clause 14 – Winding up the Society: Adopts a similar two-meeting process to the current Rules.  A resolution to wind-up NZIX must be approved by a two-thirds majority of the Eligible Members at the first meeting and confirmed by a simply majority at a subsequent special general meeting.

Revised Constitution

We have prepared a series of revisions to the Constitution of New Zealand Internet Exchange Inc, in line with the new legislation.

Below are the proposed amendments to the NZIX constitution. The Committee intends to bring this before Members at the NZIX Annual General Meeting on 1 August for approval, as part of the motion for NZIX to be re-registered under the new Act.

We are pleased to provide you with the proposed amendments to the Constitution in PDF format, available in two versions:

  1. Marked-Up Version: Showing all changes from the previous version.
  2. Clean Version: Without markup.

Please click the links below to review and download copies.