The Royal New Zealand Returned and Services’ Association (RNZRSA) welcomes today’s High Court decision, which confirms that the organisation acted lawfully and in good faith when it adopted transitional provisions under the Incorporated Societies Act 2022 to approve its new constitution.
The Court rejected a challenge brought by a small number of Auckland-based RSAs, finding that the RNZRSA was within its rights to rely on transitional provisions that allowed constitutional changes to pass with the support of 50 percent of votes cast, rather than the 75 percent threshold that previously applied.
In its judgment, the Court held that the 2022 Act intentionally grants incorporated societies greater flexibility during the transition to the new legal regime and allows them to adopt new constitutions using a simplified voting threshold, provided the process is transparent and properly notified.
The Court accepted that the RNZRSA had acted in the best interests of members, noting that they had obtained specialist legal advice before recommending the transitional approach and had clearly communicated the proposed process to its member RSAs. The Court found no evidence of improper purpose, procedural unfairness, or any attempt to circumvent members’ rights. The Court also found that the RNZRSA had undertaken a “careful and thorough planning, drafting and consultation process” for the new constitution.
“We are pleased the Court has confirmed that the RNZRSA followed a sound and legally robust process,” said Board Chair Rhys Jones. “This decision brings clarity and certainty, allowing us to continue modernising our organisation so we can better support veterans and their whānau.”
The Court also recognised that the RNZRSA’s adoption of the new constitution was necessary to ensure timely compliance with the Incorporated Societies Act 2022, which requires all societies to transition to updated governance frameworks, and to allow member RSAs time to adopt their own constitutions.
“We undertook this process in good faith, guided by expert legal advice, and with the best interests of our members and New Zealand’s veteran community at heart,” Jones said. “The High Court’s findings affirm that commitment.
The RNZRSA’s National President Tony Hill welcomed the decision and the opportunity it has provided to continue strengthening the organisation.
“We look forward to moving on as a united group, working constructively with all member RSAs to continue building and strengthening the RNZRSA to meet the challenges of the future, and ensure we are able to support all of our veterans.”
