Special General Meeting – New Constitution

For the purpose of reregistering the Society under the Incorporated Societies Act 2022.

What is happening?

In 2022 the Government passed a law that changes the way incorporated societies like ours work and are structured. Each society is required to update their constitution to include language mandated by the Act, and reregister by 5th April 2026 in order to remain on the register.

What has changed?

Where possible, the proposed Constitution (including our purpose, AGM timing, quorum size, and overall structure) has been kept the same as our current Rules. Key changes include a clearer process for dispute resolution, more flexible ways to participate in General Meetings, clearer governance and transparency requirements, and a number of smaller clarifications particularly regarding notice periods. As a result of the requirements of the Act, the new proposed Constitution has many more clauses than our current Rules. In addition, the Regulations formulated by Council in 2022 are being adopted as Bylaws of the Society under the Act.

How have the changes been made?

A subcommittee of Council has met several times to combine our existing Rules with the changes required by the Act. This has been an exhaustive process requiring much deliberation. A draft Constitution was presented to Council in late 2025 for review, and many amendments were made over several rounds of revision. Council has approved Version 10 of the Constitution as suitable to be brought to the Society membership for ratification.

What is needed from me?

Please read the documents! Though Council has approved the version of the Constitution to be presented at the SGM, it is not binding until formally approved by the Society membership. We want you to be well informed on what is changing, so that any questions or concerns you may have can be addressed. It’s also possible that you have never heard of the Society Regulations (called Bylaws under the new Act), in which case a review is highly recommended. A link to the meeting agenda and documents has been sent to all members via email

Please come to the SGM! This is a very significant meeting for the Society, as we must reregister by 5th April 2026 to remain on the register, so high attendance is critical to achieve the required quorum to pass the necessary motions. If the new Constitution is not passed at the SGM, it will put a lot of pressure on us to meet the April deadline. If there are any amendments still to be made, the earlier the better.

The following motions are to be put at the SGM:

That the Auckland Astronomical Society be reregistered under the Incorporated Societies Act 2022.
That the document ‘AAS Constitution Version 10 – 24Jan26’ be ratified as the new Constitution.
That the existing Council members be the Officers of the Society under the Act.
That the submission of the contact details of the current President, Vice-President and Treasurer as the AAS contact persons be approved.
That the document ‘AAS Bylaws – 28 January 2026’ be approved as the Bylaws of the new Constitution.

No other business will be transacted at the meeting.

Hope to see you there.

Mitchell Clark
AAS President