The New Zealand Law Society's Constitution is an outstandingly clear example of a poor governance structure
Why I made the submission posted yesterday.
The New Zealand Law Society proposes to amend its Constitution. An October 2023 consultation document claims that the changes “would bring in good governance practices in respect of the number of Board members, their composition, tenure and the structure of the Board along with the other changes.” The consultation period runs until 5 pm Wednesday 20 December.
The Council of the Society is empowered to make changes to the Constitution, without the approval of the membership. This is the way it has been since the Constitution was adopted by the Council following the enactment of the Lawyers And Conveyancers Act 2006.
The Board has the principal functions of acting as the executive body of the Law Society, to manage the affairs of the society, and to implement the society’s functions. It has all the functions and powers that the Council from time to time delegates to the Board, and the functions and powers conferred on it by the Constitution (clause 10 of Part B — Part A contained transitional provisions which are now immaterial).
The Board has five members: the President and the four Vice-Presidents. The Society intends to increase the size of the Board to 5-7 members, by adding up to 4 “independent Board members.” The independent members “are to be appointed by the Board.”
The Law Society has a highly unusual governance structure. Usually, the administrators of membership organisations are elected by the members, the organisation must hold general meetings, and the constitution can be changed only with the support of either a majority or a special majority of the members at a meeting convened for the purpose. The Society’s Constitution requires none of these things.
The intended changes add to the Board’s power and to the number of unelected officials exercising power and control over matters affecting the profession.
In my opinion, the governance structure needs radical overhaul. What exists now is antithetical to “good governance practices.” The intended changes will exacerbate the situation. My submission to that effect.
I have asked that my submission be circulated to the profession so it can be considered with the consultation document. As the Society is not noted for publishing views contrary to the position it has taken, I expect it will not be circulated.