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Extraordinary Meeting: 2 August
10-11am
Online
Agenda
10am – Welcome
10.10 – Background
10.15 – Vote on resolutions, this session will include time for questions, and may be extended if needed.
10.30 – Close
Resolutions and procedural matters
1. That the Extraordinary Meeting elect the meeting officers below:
- Meeting Chairperson: Sara Lindsay
- Returning Officer: Amanda Dorreen
- Scrutineer: Lisa Woods and Anna Cusack
2. That the Extraordinary Meeting acknowledges and confirms the Standing Orders and adopts the Agenda
3. That the Extraordinary Meeting vote to dissolve Amnesty International Aotearoa New Zealand Incorporated (CC35331) as follows:
Subject to requirements of the Amnesty International Aotearoa New Zealand Incorporated (CC35331) Statute, that the Board do anything reasonably necessary to give effect to the transition to a charitable trust, including but not limited to:
- After the assets and operations of Amnesty International Aotearoa New Zealand Incorporated (CC35331) have been transferred to the new Charitable Trust, applying to the Registrar to dissolve the Amnesty International Aotearoa New Zealand Incorporated Society.
- Notifying IRD, Charities Services and the Registrar of this transition and fill in any forms which are required for the notice to be provided.
- Transferring the assets, undertakings, obligations and benefits of Amnesty International Aotearoa New Zealand Incorporated (CC35331) to the new Charitable Trust to the end and intent that the assets and operations of Amnesty International Aotearoa New Zealand Incorporated (CC35331) become the assets and operations of the new Charitable Trust.
Motions
Emergency Motion 1: Approval of Final Financial Accounts for the Incorporated Society
At a meeting held by Extraordinary meeting of Amnesty International Aotearoa New Zealand Incorporated on the 2nd August 2025, it was resolved that for the wind up of the legal entity Amnesty International Aotearoa New Zealand Incorporated :
That the Board approve the final financial accounts for the Incorporated Society and that a copy is made available at the Annual General Meeting of the Charitable Trust in 2026.
Emergency Motion 2: Charitable Trust Bank Account Administration
At a meeting held by Extraordinary meeting of Amnesty International Aotearoa New Zealand Incorporated on the 2nd August 2025, it was resolved that for the establishment of the legal entity Amnesty International Aotearoa New Zealand Charitable Trust:
The establishment of new bank accounts for the Trust requires approval from three designated Board Members being:
- Sara Jane Lindsay
- Gregory McNeil
- Kararaina (Raina) Kereama
The following Senior Leadership employees be added as Account Signatories and Administrators:
- Amanda Louise Forlong Dorreen
- Bonar Robert Daniel Bell
- Jacqueline Ann Dillon
- Lisa Woods
Before the meeting, make sure to check out:
Keen to attend the Extraordinary Meeting?
Why are we having the Extraordinary Meeting?
Why are we having the Extraordinary Meeting?
This is required constitutionally to transition to the new legal entity.
This Extraordinary Meeting will be short, but it’s equally important. It's also an opportunity to ask questions about how the process of transferring assets will work. Please RSVP as your oversight and insights are needed and much appreciated!
Background information on moving legal entities
Background information on moving legal entities
Amnesty International Aotearoa New Zealand is an Incorporated Society.
However, legislation governing Incorporated Societies was changed, meaning if we wanted to remain an Incorporated Society, we would need to make changes and re-register to comply with the new law.
Given this, it was a good opportunity to take a step back and ask – what is the best legal entity for us? Is it still an Incorporated Society, or would another legal entity suit better, such as a Charitable Trust?
To work through these questions, a range of hui were held, this included discussion at Annual General Meetings (AGM). Following these discussions, at the 2024 AGM, the members of Amnesty resolved to proceed with the transition from an Incorporated Society structure to a Charitable Trust structure.
This decision was based on the view that the Charitable Trust model is better suited to advance Amnesty’s charitable purposes.
Background information on the development of the proposed Trust Deed
Background information on the development of the proposed Trust Deed
To move to a Charitable Trust, a new Trust Deed (like a constitution for the organisation), had to be developed.
The Deed has been developed with a Working Group (which included two longstanding Amnesty members), the Board and the national office Senior Leadership Team, along with advice from Parry Field Lawyers.
The draft Deed went through two rounds of consultation with Supporters, with a number of changes made as a result. Alongside this consultation, the Deed went through several legal reviews to make sure it met the requirements of relevant legislation. There has been rich, in-depth discussion on many different points. With this discussion, the advice from the Working Group, feedback from supporters during consultation, and legal advice, we are confident this Deed provides a strong constitutional foundation for the organisation. Thank you to everyone who took part in this process, and a special thank you to the Working Group.