WSAFC Constitution Review and Incorporated Societies Act 2022

A proposed new club constitution for the Western Springs Association Football Club Incorporated (WSAFC) (the Club) has been drafted to ensure it is fit for purpose to take the Club forward and to comply with the Incorporated Societies Act 2022 (the New Act). 

The Club’s constitution is a basic set of rules for how the Club is run and sets out the Club’s purpose, what it does and how it operates.  

Background

A review of the constitution was required to: 

• update the current constitution which was filed in 1989 (and amended in 2009);  
• consider feedback provided through the Premier Women’s Team mediation process mid-2023; and 
• ensure compliance with the New Act which came into force in October 2023. 

What process has the club followed to develop the new constitution?

A working group with representatives from the Junior/Youth, Senior and Executive Committees has met regularly from mid-2023 to review and update the constitution. 

Given the current constitution is very outdated, the approach was to start afresh using the template made available by Sport New Zealand in early 2024, which complies with the New Act (the Proposed WSAFC Constitution). 

The Junior/Youth, Senior, and Executive Committees all provided feedback, and club members were also invited to provide feedback by completing an online form or attending drop-in sessions.

All the feedback received was considered in detail, and PwC Legal have reviewed the Proposed WSFAC Constitution to ensure it is legally compliant with the New Act.  

The Proposed WSAFC Constitution for adoption can be viewed here.

When is the Special General Meeting being held to adopt the Proposed WSAFC Constitution being held?

The date of the Special General Meeting to approve and adopt the Proposed WSAFC Constitution, which will take effect on the date of the Club’s reregistration under the New Act, is Sunday 28 July from 7pm-8pm at the Western Springs Clubrooms.  

Who will be able to vote to adopt the Proposed WSAFC Constitution at the Special General Meeting?

The quorum will be 15 members with voting rights. 

Under the current constitution, Playing and Ordinary Members 17 years or over are entitled to one (1) vote: 

• Playing Member: Any player over the age of 17 who has paid their annual subscription.
• Ordinary Member: A non-playing member who is elected or appointed as a committee member, or Team Manager or Coach registered with the club.

Under the current constitution parents or guardians of a Junior/Youth Member under the age of 17 are not entitled to vote, unless they are also a committee member, team manager or coach.  

This is one of the key changes to the Proposed WSAFC Constitution (see below for more details).

For the Proposed WSAFC Constitution to be adopted, a resolution must be passed by two-thirds of the members present and entitled to vote. 

What are the key changes?

Relevant key changes under the New Act include:

• Consent of each member needs to be collected, for example, by ticking a box when renewing their annual membership.
• At least one contact person must be appointed to be contactable by the Registrar.
• Officers have new duties, which include acting in good faith and in the best interests of the society, complying with the New Act and the constitution, and exercising the care and diligence that a reasonable person would exercise in the circumstances.
• The majority of officers on the society’s board or committee must be members of the society.
• Dispute resolution processes must be included in the society’s constitution and the processes must be consistent with the rules of natural justice.
• New rules define when an officer has a conflict of interest and a duty to disclose conflicts Including requirements around maintaining an up-to-date interest register in respect of interests that are required to be disclosed to the Executive Board.
• Societies can provide insurance and indemnify officers and employees.
• Simplified financial reporting for small societies. Regulations will provide further details on the requirements for different sized societies.

Key club-specific changes include:

• The Club’s purpose has been updated to: 
• Align with the Sport New Zealand template; including specific reference to leading, promoting and enabling diversity, equity and inclusion across the whole club including governance of the club and participation in footfall; and to 
• include specific reference to supporting the development of Junior/Youth and Senior Members, including high performance pathways. 
• Executive Committee renamed as Executive Board to indicate it’s the club’s governing body.  A Deputy Chairperson position and terms of office have been introduced (a mandatory requirement under the New Act). 
• Members updated to ensure coaches and managers are entitled to non-player membership and to include a category of membership for guardians, to allow all fee-paying members voting rights at General Meetings.
• Annual General Meetings - the interval between the balance date of the club and the Annual General Meeting being held has increased from 4 to 6 months, and the notice period to hold an Annual General Meeting updated from 14 days to 1 month.
• Amendments – amendments to the constitution may be made by a Special Resolution of Members (75% majority) at an Annual General Meeting or Special General Meeting; or in the case of minor or technical amendments or correction of errors, in accordance with section 31 of the New Act.