If you are joining the club meeting tonight, here are some thoughts. 

 

Please voice your opinions as the Delegates need to seek guidance from the membership. Without your input, we can't achieve that. 

 

“It is the responsibility of each Delegate to determine the wishes of the full

members of the Member Organisation whom they represent and to ensure that

these wishes are expressed in the votes casted by that Delegate at the General

Meeting.”

​

Please bear in mind, that it is very hard for volunteers to keep up with legal obligations, so please don't be too harsh on any of us! Instead, please offer to help in future. 
 

Members have paid for a CEO to take charge of legal requirements for year to assist with such legal requirements. 

​

​

Current position

• There is currently no duly elected executive committee, despite this being a statutory requirement.

• Minutes of meetings and resolutions do not appear to have been published since at least early 2025, despite record-keeping obligations. Members are nevertheless being asked to ratify decisions and resolutions.

• There is currently no fully compliant constitution in place.

• Disciplinary procedures do not appear to be functioning effectively.

• Several formal complaints remain unresolved or unanswered.

• Concerns have been raised about conduct by some executive members and others associated with NZHGPA leadership, including behaviour during the January Auckland and Moirs Hill discussions, and actions relating to the Auckland committee election process.
   

NZHGPA constitutions 

• A new constitution was consulted on and approved by members in September 2024 to comply with updated legislation.

• NZHGPA did not register this constitution with the Companies Office as required.

• In November 2025, a different constitution was registered.

• The registered version does not include the disciplinary appendix and appears to contain additional compliance issues.

• Constitutional amendments approved in 2022 also appear not to have been filed. As a result, it is unclear which version of the constitution is legally operative, with the 2017 constitution potentially remaining the last validly registered version.
   

Issues relating to the proposed Deed of Ratification

• The proposed deed is being presented for a members' vote rather than a delegates' vote.

• Members are being asked to ratify decisions without access to the relevant meeting minutes and resolutions, which raises questions about what is being approved.

• The deed is drafted broadly enough that challenges relating to current or past complaints, disciplinary matters, or governance decisions may be limited to High Court proceedings.

• This could expose NZHGPA members to significant future costs. High Court litigation can easily exceed $50,000.

• There are currently unresolved matters relating to disciplinary action, legal fees, and legal proceedings that may ultimately require court resolution if alternative avenues are excluded by the deed.

• directing such issue to the Sports Integrity commission or the Sport Tribunal, is a better option than trying to refuse the right to question decisions
   

The proposed constitution

• The proposed constitution differs substantially from the version previously consulted on and approved by members.

• While many provisions appear reasonable, several areas require further review.

• Requirements relating to record-keeping, meeting minutes, resolution records, and members' access to those records are absent or unclear.

• An AGM may be called on 10 days' notice, while remits require 30 days' notice, creating a procedural inconsistency.

• The complaints process requires further development to ensure it is workable and effective.

• The delegate voting system remains in place. Consideration should be given to whether direct member voting would provide stronger accountability and participation.

• The requirement for a two-thirds majority to remove elected executive members may make governance reform difficult when significant concerns arise.

• The provision allowing members to call an AGM appears to be absent or unclear.

• Concentration of decision-making within a small executive and delegate group seem to have contributed to some of the governance issues outlined above. 

• Several new rules changes in the constitution increase the risk of unfair decision making because the exec has now even more power to terminate memberships, exec positions without due process and without specific criteria, nor any external checks

• this is likely to get us further down the track of unchecked and unconstitutional behaviour 

​

​

Conclusion

The current wording of the proposed Deed of Ratification requires significant revision before it can be supported.

​

The proposed constitution needs improvement, at least to comply with the new laws and , but should be supported after that.

 

Given the current delays, and a nearly compliant constitution in place and registered with the companies office at present, the perceived urgency should not lead to another constitution that is non-compliant or won't improve our association or will lead to legal challenges. 

 

​

​

​

Here is a more detailed check of the proposed constitution against the 2022 laws. Note that there is a general theme of concentrating powers into the exec without due process or criteria, including terminating elected representatives and members, without having to go through a dispute process. 

 

Significant Issues

 

1. Membership termination without dispute resolution

 

Clause 2.7(e)(ii):

 

> The Committee may terminate membership where "the Member has brought the Society into disrepute or has not abided by the Bylaws." 

 

However clause 2.7(c) separately states termination may occur:

 

> "following a dispute resolution process under this Constitution." 

 

The Act requires constitutions to contain procedures consistent with natural justice for complaints and disciplinary matters.

 

The constitution appears to allow the Committee to remove a member for:

 

* bringing the Society into disrepute;

* breaching bylaws;

 

by Committee resolution alone.

 

That may conflict with:

 

* sections 38–40 ISA 2022 (mandatory dispute resolution provisions);

* natural justice principles.

 

A disciplinary sanction should normally require use of the dispute process first.

 

* High risk of future conflicts and legal challenges *

 

 

2. Complaint policy is not actually in the Constitution

 

Clause 9.1 says:

 

> "All disputes and complaints will be governed by the Society's Complaints Policy as outlined in Schedule A." 

 

However the constitution later states:

 

> "Appendices (Informational Attachments)" and "No wording in the constitution itself has been changed." 

 

This creates uncertainty.

 

The Act requires the constitution itself to contain dispute resolution procedures.

 

If Schedule A is merely informational and not incorporated as constitutional rules, there is an argument the Society does not have a constitutionally compliant dispute resolution process.

 

* High risk of future conflicts and legal challenges *

 

 

3. "Absolute discretion" on membership admission

 

Clause 2.1(a)(i):

 

> Committee has "absolute discretion" whether to approve membership. 

 

Clause 2.4(b):

 

> Committee may accept or decline membership "at its sole discretion". 

 

While not unlawful, this creates governance risk.

 

Modern incorporated society governance generally expects:

 

* transparent criteria;

* reasons for refusal;

* consistency.

 

The Act does not prohibit discretion, but "absolute discretion" provisions often become problematic when challenged.

 

* Risk of mistakes, lack of transparency and legal action 

 

 

4. "Do nothing to bring the Society into disrepute"

 

Clause 2.5(b) requires members:

 

> "shall do nothing to bring the Society into disrepute." 

 

This is common wording.

 

The problem is that "disrepute" is undefined.

 

Without clear definitions it can:

 

* chill legitimate criticism;

* be used selectively;

* create natural justice concerns.

 

Many modern sporting constitutions define misconduct more precisely.

 

 

 

5. Officer disqualification for previous penalty

 

Clause 6.1(a)(ii):

 

> Cannot stand for election if they have had "a penalty imposed" within the previous three years. 

 

The constitution does not define:

 

* penalty;

* severity threshold;

* appeal status.

 

A minor sanction could theoretically disqualify someone from governance.

 

This is potentially unreasonable and vulnerable to challenge

 

 

 

 

 

6. Removal of officers by Committee

 

Clause 6.5 permits removal where:

 

* brought Society into disrepute;

* failed to disclose conflicts;

* two-thirds no confidence vote. 

 

What is missing is an explicit right to:

 

* receive allegations;

* see evidence;

* respond;

* be heard.

 

The Act's dispute provisions require natural justice.

 

The constitution relies on the complaints policy, but the linkage is weak.

 

High risk of legal challenges, more risk of continuing to ignore warnings about rule breeches, problems within the NZHGPA and compliance issues. This rule is a big part of the reason that we are in the current urgent situation.

 

 

7. Access to information restriction

 

Clause 7.3(d)(ix):

 

The Society may refuse information if it:

 

> "seeks information about a dispute or complaint." 

 

This goes beyond what many societies permit.

 

The Act allows refusal in some circumstances, but a blanket ability to refuse complaint-related information could be challenged where procedural fairness requires disclosure.

 

This is supporting the current position of a lack of transparency and accountability which we are suffering from.

This also goes hand in hand with the lack of a rule about minutes of meetings and resolutions. 

 

 

 

8. Governance Concerns (Not Necessarily Illegal)

 

Voting structure

 

Only club delegates vote.

 

Individual members cannot vote directly at General Meetings. 

 

This is lawful but creates a highly indirect democracy model.

 

If club executives become aligned with national executives, ordinary members have limited direct influence.

 

This is currently the case and has contributed to all the non-compliance. Less and less members are engage with the NZHGPA. Too many major mistakes have been made.

 

 

 

9. Committee control over bylaws

 

The Committee can amend:

 

* Operational Procedures;

* Policies;

* Codes of Conduct

 

without member approval. 

 

Lawful, but concentrates power in the Committee.

 

 

10. No details are mentioned regarding meeting minutes or resolutions passed.

 

 

The Most Important Potential Compliance Problem

 

If I were reviewing this constitution specifically for compliance with the Incorporated Societies Act 2022, the area I would examine most closely is:

 

Dispute Resolution

 

The Act requires constitutions to contain compliant dispute procedures.

 

NZHGPA appears to have attempted compliance through Schedule A, but then labels the schedule as an informational appendix rather than constitutional wording. 

 

That drafting inconsistency could create an argument that:

 

* disciplinary decisions,

* membership terminations,

* officer removals,

 

are not being made under a constitutionally valid dispute process.

 

That is the strongest legal vulnerability I can see from the document as provided.

 

There is also a broader governance issue: the constitution repeatedly grants the Committee broad discretionary powers while providing relatively weak procedural protections for members facing disciplinary action. That may satisfy the bare minimum requirements of the Act in some circumstances, but it creates substantial risk if disciplinary decisions are ever challenged.