Bill Holland

It’s official. On the morning of 25 September William (Bill) Beau Holland was welcomed to Government House by Dame Cindy Kiro to receive his Companion of the New Zealand Order of Merit award (CNZM) at an investiture ceremony.   After a lifetime of dedication to the Tauranga community and further afield, Bill was made CNZM for services to community governance and philanthropy in this year\'s Kings Birthday Honours. The ceremony was for Bill and others to receive their awards.   Having been born and raised, educated and spending most of his life in Tauranga, Bill has a very deep knowledge of the city, business and local community. Holland Beckett was founded by Bill’s late father and Bill was a partner in the firm for 40 years. From that position, he has acted as legal adviser to many of Tauranga’s leading businesspeople and community organisations, and gained recognition as a business leader himself and philanthropist.  He sees this experience as a lawyer as “one thing leading to another”, leading to over 20 years of governance in a range of community trusts and organisations.  Amongst his work, Bill helped found the Acorn Foundation (2003) which he chaired until 2011. He has remained an ambassador for the organisation, which has gifted almost $20 million to the community since its inception.  As the Chair of TECT, Tauranga Energy Community Trust, Bill led the organisation through the period of transformation from a consumer trust into a community trust when they needed a lawyer at the helm. He became a trustee of TECT in 2012 and has been chairperson since 2014.  Bill also serves on a number of national and local charitable trusts, voluntary boards, and advisory committees. He has been a trustee of the Assisting Different Abilities Peoples Trust (Adapt) Trust since 2018, the Wright Family Foundation since 2014, and he was a founding trustee of the Legacy Trust in 2007, established by former mayor Greg Brownless. He was also the chairman of the Tauranga Boys’ College Board of Trustees for 12 years.  Bill has always been and remains humble despite the honour, always shifting the acknowledgement back onto those he worked with. “In any successful organisation like TECT, you need to have a good team of people. Really all I’ve been doing is just part of the team, and I’ve played my role, other people have played their roles and between us, good things have happened.”  But fortunately, the lifetime that Bill has dedicated to his community has not gone unnoticed and his CNZM is the latest in a very well-deserved list of recognition, including being made a Member of the New Zealand Order of Merit (MNZM) in the Queen’s Birthday Honours List 2012.  Holland Beckett is proud to have Bill as part of their team, inspiring the next generations in the legal profession to live the value of ‘community’ and dedicate time and effort to endeavors they are passionate about and benefit others. Bill explained that “All of the money that’s gone into community groups has transformed people’s lives” and that being a part of that transformation has made him lucky and given him a very fulfilling life. Finally slowing down in his legal work, Bill continues his community and philanthropic work and continues to inspire others to. 

For 15 years now, Holland Beckett has been donating their TECT rebate to the Tauranga Community Foodbank. This tradition began at the end of 2009 when the global financial crisis was putting pressure on many and the Foodbank was strained to provide for those who needed them, with Christmas just around the corner.   Unfortunately, the global financial crisis that started this initiative has been replaced by a housing and cost of living crisis and the demand on the Foodbank only increases. What began as a one-off donation where the firm saw a need, has now become a long-standing tradition.  Holland Beckett’s Bill Holland has been the chairman of TECT since 2014, leading the organisation though transformational change into a community trust. “Tect has been absolutely transformational for Tauranga. The contribution to the community ... is now in excess of a massive $20m a year\". Bill was named a Companion of the New Zealand Order of Merit in this year’s King’s Birthday Honours List, for services to community governance and philanthropy. The firm is proud to also champion ‘community’ as one of its core values, committed to supporting the BOP community in a variety of ways.   The firm views the TECT dividends as windfall, not allocated in the budget, and so it is easy to pass on to a good cause. It is a way of closing the loop and returning the profits generated by TECT to the community. Fifteen years later and that initial idea has grown into something really meaningful, with Hobec\'s rebates gifted to Tauranga Community Foodbank now totaling $29, 843. Hobec Solicitor Sarah Burns is on the Board of the Tauranga Community Foodbank - “We are immensely grateful to Holland Beckett for their annual donation. The Foodbank has been around since 1991, over this period demand has continued to grow and as a result so has our need for donations and volunteers. On average, the Foodbank provides over 20,000 meals a month to those in our community. We know right now a large number of households are really struggling due to the current economic environment, with the generosity of our donors we are able to step in and ensure these families don’t go without nutritious meals.”  With TECT rebates to be distributed for years to come, Holland Beckett will continue to pass these on to the Tauranga Community Foodbank as one of the firms many charity initiatives.  If you are also a recipient of the rebate, in the spirit of TECT, why not consider also paying it forward? 

Congratulations to our very own Bill Holland, who was made a Companion of the New Zealand Order of Merit (CNZM) in the King’s Birthday honours yesterday. Bill’s honour is for services to community governance and philanthropy, recognition of a lifetime dedicated to serving the community in Tauranga and further afield, giving back and always leading by example. We are extremely proud of Bill and this incredible, well-deserved achievement. You can read more in the news: King’s Birthday Honours 2024: Bill Holland made Companion of the New Zealand Order of Merit - NZ Herald SunLive - The King honours Bill Holland - The Bay\'s News First View the full 2024 honours list: King\'s Birthday Honours List 2024 | Department of the Prime Minister and Cabinet (DPMC)  

So, you have come up with an idea for a new charity or group to support others. That’s great! New Zealand communities are built on volunteer groups. However, you may have heard horror stories about administrative problems with community groups and want to avoid these issues from happening to you. Choosing the correct structure for your group will get you started on the right footing, making it easier to achieve your goals. Incorporated or unincorporated? The first question to ask is whether you require an incorporated entity. Becoming incorporated increases administration requirements which can result in a charity or group being run inefficiently. It can therefore be tempting to stay unincorporated. However, this comes with risks and drawbacks. An incorporated entity has separate legal identity, meaning it can enter into contracts, own property and hire employees. Perhaps most importantly people participating in an incorporated entity have limited liability. This means that in most circumstances they will not personally be responsible for any costs or legal issues that the entity might incur. This is important from a practical as well as legal perspective, because most people are less willing to volunteer their time when it involves personal risk. Examples of limited liability entities include, incorporated societies, charitable trust boards and companies. Incorporated society Most people will be familiar with incorporated societies through various community clubs, associations and societies. An incorporated society is created with a specific set of objects or goals that it must work towards. For example, a local sports club might have the objects of supporting athletes and promoting sport within the local area. An incorporated society must have at least 15 members, with corporate bodies being deemed as three members. The members are responsible for the direction the society takes by voting on resolutions and electing a committee for the day to day running of the society. Incorporated societies are democratic and so they are well suited for collaborative ventures or community groups where members can vote on society decisions. Note that the new Incorporated Societies Act 2022 recently came into force which will affect how societies are run. Registered charitable trust board Charitable trusts are entities that are created with an express charitable purpose. They operate as an incorporated entity through establishing a charitable trust board. This can be done by the trustees of a trust, or alternatively an unincorporated society can apply to incorporate as a trust board (this should not be confused with an incorporated society). A charitable trust board needs at least one trustee or five members of a society. Being a registered charitable trust typically makes it easier to receive donations and grants that align with its charitable purposes. Note that charitable trusts are not the only entities that can operate as a charity. Societies and companies can also achieve charitable status by becoming registered under the Charities Act 2005. Charitable company A more uncommon option is establishing a company to operate as a charity or community group. This may seem strange because most people only know of companies as for-profit entities. However, a company can register as a charity provided that its constitution excludes shareholders from receiving dividends. Companies are very effective closely held entities, and can be established with just a single director and shareholder. This can give the entity more flexibility to operate without relying on multiple trustees or society members to vote on. While a charitable company will not be suitable in some circumstances it is an option to consider when setting up a charitable entity. Conclusion Choosing which entity to use for a community group or charity is not just a simple box ticking exercise. The right entity and structure will help avoid administrative difficulties and costs in the future. It is important to get legal advice. Holland Beckett Law is passionate about assisting local not-for-profit and community organisations. Please reach out if you would like to discuss setting up a community or charitable group. We would be happy to help you choose the best option for your circumstances and assist with registration requirements.

If you are involved with sports clubs, religious groups, other community or social associations, or even certain iwi organisations – the new Incorporated Societies Act 2022 (the Act) may affect you and your organisation. At over 100 years old, the Incorporated Societies Act 1908 was no longer able to keep up with the needs of New Zealand’s 24,000 incorporated societies. The new Act came into force on 6 April 2022 and puts in place a more modern governance framework for societies and the volunteers who administer them. It aims to give more guidance to these self-governing groups and provides new dispute resolution options that did not exist previously. Now that it is enacted, societies need to understand how they are affected by the Act and what needs to be done to transition to the new regime. This is particularly important because failing to comply (and failing to re-register) will result in the de-registration of the society. Fortunately, the provisions do not come into force all at once, but over a staggered transitional period of around three and a half years. Key changes The Act makes a number of key changes to the current framework including: Registration:  All incorporated societies will be required to re-register under the Act by 1 December 2025. Failure to re-register by this date will mean that a society ceases to exist. To re-register societies must satisfy the new requirements under the Act. Constitution:  The Act will require all societies to have a constitution which provides specific detail of the composition, roles, powers, functions and procedures of the committee. This is more substantial than what is required under the former Act. The Act also expressly acknowledges the ability for a society to incorporate and express tikanga practices within its constitution. Minimum membership requirements:  The minimum number of members has reduced from 15 to 10. All societies will be required to start with and maintain a membership of at least 10 members. Bodies corporate will continue to count as 3 members. Consent:  Every person must consent to becoming a member of a society. With groups like sports clubs, it may not be clear that signing up means joining as a member of the incorporated society. Committees:  All societies must have a committee (a governing body) which is comprised of at least three members of the society who are appointed as officers. This is a new requirement which was not provided for in the 1908 Act. The Act outlines the core duties of the committee such as managing or directly supervising the affairs of the society. It also outlines the qualification criteria for members and other officers. Officers:  The Act codifies existing common law duties owed by officers. These align with those under the Companies Act 1993 and include: The duty to act in good faith and in the best interests of the society. The duty to exercise powers as an officer for a proper purpose. The duty not to act, or agree to the society acting, in a manner that contravenes the Act or the constitution of the society. The duty to exercise the care and diligence that a reasonable person with the same responsibilities would in the same circumstances. The duty not to permit the activities of the society to be carried out in a manner that is likely to create a substantial risk of serious loss to creditors. The duty not to permit the society to incur an obligation unless the officer believes at that time on reasonable grounds that the society will be able to perform the obligation when it is required to do so. These duties are owed to the society rather than to members. However, a member can apply to the Court to enforce those duties. Dispute Resolution:  Societies must have procedures in place to resolve disputes and grievances. These can be personal to a society but must meet minimum procedural requirements including natural justice requirements. Reporting:  Societies will be required to prepare financial statements and accounting records that comply with generally accepted accounting practice. Requirements for this are size-based, with larger societies being required to have their accounts audited. Offences:  The Act outlines various offences including making false or misleading statements, fraudulent use or destruction of property, falsification of register, records, or documents, operating fraudulently or dishonestly incurring debt, improper use of “Incorporated”, “Inc.”, or “Manatōpū”. Financial Gain:  The Act tightens provisions relating to a society not being for financial gain and provides guidance as to when a society will be considered to be operating for the financial gain of its members. Following this it introduces a fine not exceeding $50,000 for failure to comply with this rule. Amalgamation:  The Act allows two or more societies to amalgamate. This is essentially a simplified version of the amalgamation process contained in the Companies Act 1993. Enforcement:  Enforcement provisions will be introduced which outline who is able to apply for Court orders and the type of order a Court can make. This is important to ensure accountability where there may be a breach of constitution or officer duties. Registrar:  The registrar of Incorporated Societies will have reinstated functions and powers, with the addition of wider powers to inspect, copy and take possession of documents and standing to initiate enforcement proceedings if it is in the public interest to do so. What do you need to do? If you are an officer, or otherwise involved with a society’s governance, you will need to consider how the above changes impact your organisation. You should: Review your membership application process to ensure that you are clearly seeking and obtaining consent to become a member of your club or organisation. Review your constitution to ensure it is compliant with the regulations in the Act and if not, make necessary changes. Review your members’ register to ensure it is up to date and that you meet minimum membership requirements. Consider whether your current officers meet the new criteria to continue as officers. Prepare your application for re-registration and ensure it complies with regulations in the Act (including s 5(3) of Schedule 1). Apply for re-registration of your society before 1 December 2025. It is not yet possible to register under the new Act. But it is important that societies are prepared and ready to step into the new regime when the time comes. Well governed societies may benefit from beginning the transition, consulting members on updates to their rules or constitution, and being ready for registration, which will be looked upon favourably by members, sponsors and funders. Holland Beckett Law is passionate about assisting local not-for-profit and community organisations. Please reach out if you would like to discuss how the above changes are going to affect your society. We would be happy to assist you through the re-registration process, or review your rules/constitution to ensure compliance.