Liquidation and removal from the register: Difference between revisions

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Approved at August 2025 AGM
 
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{{ChapterInfo|SCANZ Constitution handbook|10|Liquidation and removal from the register}}
|Text in ''italics'' has been added for our purposes including content from our previous rules of incorporation. Plain text is from the Companies Office's [https://isb.companiesoffice.govt.nz/constitutionbuilder/ Constitution Builder]. The help text in boxes is usually that provided by the Constitution Builder to explain requirements. Items in '''bold''' are defined terms.
==Resolving to put SCANZ into liquidation==
|}{{DISPLAYTITLE:Liquidation and removal from the register}}
#'''SCANZ''' may be liquidated in accordance with the provisions of Part 5 of the '''Act'''.
<div class='rulesNumbering'  style="counter-reset: page  10">
#The '''committee''' shall give 6 weeks written '''notice''' to all '''subscribing members''' of the proposed resolution to put '''SCANZ''' into liquidation.
==Resolving to put SCANZ into liquidation (recommended section)==
#The '''committee''' shall also give written '''notice''' to all '''subscribing members''' of the '''general meeting''' at which any such proposed resolution is to be considered. The '''notice''' shall include all information as required by section 228(4) of the '''Act'''.
{| class="wikitable" style="margin-left: 10px;"
#Any resolution to put '''SCANZ''' into liquidation must be passed by a simple majority of all '''subscribing members''' present and voting.
|Part 5 of the Incorporated Societies Act 2022 sets out the procedures for liquidations.
<P>It is useful to outline how your society would go about resolving to put it into liquidation.
|}
#'''''SCANZ''''' may be liquidated in accordance with the provisions of Part 5 of the '''Act'''.
#The '''committee''' shall give ''6 weeks'' written '''notice''' to all '''members''' of the proposed resolution to put '''''SCANZ''''' into liquidation.
#The '''committee''' shall also give written '''notice''' to all '''members''' of the '''general meeting''' at which any such proposed resolution is to be considered. The '''notice''' shall include all information as required by section 228(4) of the '''Act'''.
#Any resolution to put '''''SCANZ''''' into liquidation must be passed by a ''simple'' majority of all '''members''' present and voting.


==Resolving to apply for removal from the register (recommended section)==
==Resolving to apply for removal from the register==
{| class="wikitable" style="margin-left: 10px;"
#'''SCANZ''' may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the '''Act'''.
|Part 5 of the Incorporated Societies Act 2022 sets out the procedures for removing a society from the Register of Incorporated Societies.
#The '''committee''' shall give 6 weeks written '''notice''' to all '''subscribing members''' of the proposed resolution to remove '''SCANZ''' from the Register of Incorporated Societies.
<P>It is useful to outline how your society would go about resolving to be removed from the register for example, if it has ceased to operate.
#The '''committee''' shall also give written '''notice''' to all '''subscribing members''' of the '''general meeting''' at which any such proposed resolution is to be considered. The '''notice''' shall include all information as required by section 228(4) of the '''Act'''.
|}
#Any resolution to remove '''SCANZ''' from the Register of Incorporated Societies must be passed by a simple majority of all '''subscribing members''' present and voting.
#'''''SCANZ''''' may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the '''Act'''.
#The '''committee''' shall give ''6 weeks'' written '''notice''' to all '''members''' of the proposed resolution to remove '''''SCANZ''''' from the Register of Incorporated Societies.
#The '''committee''' shall also give written '''notice''' to all '''members''' of the '''general meeting''' at which any such proposed resolution is to be considered. The '''notice''' shall include all information as required by section 228(4) of the '''Act'''.
#Any resolution to remove '''''SCANZ''''' from the Register of Incorporated Societies must be passed by a ''simple'' majority of all '''members''' present and voting.


==Surplus assets (mandatory section)==
==Surplus assets==
{| class="wikitable" style="margin-left: 10px;"
#If '''SCANZ''' is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any '''member''' or other individual.
|Under the Act a society must include a rule that describes how property will be disposed of if it goes into liquidation. It is important to note that the Act stipulates that “the surplus assets of the society after the payment of all costs, debts, and liabilities are disposed of to 1 or more not-for-profit entities,” which means that there can be no benefit to society members.
#On the liquidation or removal from the Register of Incorporated Societies of '''SCANZ''', its surplus assets — after payment of all debts, costs and liabilities — shall be vested in a similar historical reenactment not-for-profit entity/entities in New Zealand.
<P>Societies must nominate 1 or more not-for-profit entities to which the society’s surplus assets may be distributed if it is liquidated or removed from the register. Instead of naming specific entities your society may nominate a class or description of not-for-profit entity.
#However, in any resolution under this rule, '''SCANZ''' may approve a different distribution to a different not-for-profit entity from that specified above, so long as '''SCANZ''' complies with this '''constitution''' and the '''Act''' in all other respects.
<P>The committee and society members must consider the purposes of the society when proposing a resolution to distribute surplus assets of the society. A society which is registered as a charity should therefore consider including a rule that specifies that the entity to which a distribution is made must also be a charity.
|}
#If '''''SCANZ''''' is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any '''member'''.
#On the liquidation or removal from the Register of Incorporated Societies of '''''SCANZ''''', its surplus assets — after payment of all debts, costs and liabilities — shall be vested in {{Edit}}correct legal name, class or description of one or more not-for-profit entities{{/Edit}}.
#However, in any resolution under this rule, '''''SCANZ''''' may approve a different distribution to a different not-for-profit entity from that specified above, so long as '''''SCANZ''''' complies with this '''constitution''' and the '''Act''' in all other respects.
[[Category:SCANZ|J]]

Latest revision as of 20:33, 15 August 2025

Liquidation and removal from the register

Resolving to put SCANZ into liquidation

  1. SCANZ may be liquidated in accordance with the provisions of Part 5 of the Act.
  2. The committee shall give 6 weeks written notice to all subscribing members of the proposed resolution to put SCANZ into liquidation.
  3. The committee shall also give written notice to all subscribing members of the general meeting at which any such proposed resolution is to be considered. The notice shall include all information as required by section 228(4) of the Act.
  4. Any resolution to put SCANZ into liquidation must be passed by a simple majority of all subscribing members present and voting.

Resolving to apply for removal from the register

  1. SCANZ may be removed from the Register of Incorporated Societies in accordance with the provisions of Part 5 of the Act.
  2. The committee shall give 6 weeks written notice to all subscribing members of the proposed resolution to remove SCANZ from the Register of Incorporated Societies.
  3. The committee shall also give written notice to all subscribing members of the general meeting at which any such proposed resolution is to be considered. The notice shall include all information as required by section 228(4) of the Act.
  4. Any resolution to remove SCANZ from the Register of Incorporated Societies must be passed by a simple majority of all subscribing members present and voting.

Surplus assets

  1. If SCANZ is liquidated or removed from the Register of Incorporated Societies, no distribution shall be made to any member or other individual.
  2. On the liquidation or removal from the Register of Incorporated Societies of SCANZ, its surplus assets — after payment of all debts, costs and liabilities — shall be vested in a similar historical reenactment not-for-profit entity/entities in New Zealand.
  3. However, in any resolution under this rule, SCANZ may approve a different distribution to a different not-for-profit entity from that specified above, so long as SCANZ complies with this constitution and the Act in all other respects.
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