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 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 (recommended section)

Part 5 of the Incorporated Societies Act 2022 sets out the procedures for liquidations. It is useful to outline how your society would go about resolving to put it 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 members of the proposed resolution to put SCANZ into liquidation.
3. 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.
4. 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)

Part 5 of the Incorporated Societies Act 2022 sets out the procedures for removing a society from the Register of Incorporated Societies. 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.

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 members of the proposed resolution to remove SCANZ from the Register of Incorporated Societies.
3. 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.
4. 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)

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. 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. 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.

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 correct legal name, class or description of one or more not-for-profit entities.
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.