The short version
Three things drove this. Only the first is non-negotiable.
The law changed. CMBC's constitution still winds the club up “in accordance with Section 24 of the Incorporated Societies Act 1908”. That Act has been replaced. Every incorporated society has to re-register under the Incorporated Societies Act 2022 with a constitution that meets its requirements, and several of CMBC's clauses do not. That alone forces a rewrite.
The purpose changed. CMBC is a mountain bike club that, among other things, maintains tracks. PHTC is a coordinating body for volunteer trail stewardship that has to satisfy Charities Services. Those are different organisations and they need different founding documents.
Who votes changed. This is the real structural shift, and it is a choice rather than a legal requirement. It is covered in full further down.
Changes the 2022 Act required
These were not optional. A constitution keeping the old wording would not be accepted on re-registration.
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CMBC 8.1PHTC 14.2
The committee could amend the constitution. Now only members can.
CMBC 8.1The Constitution may be amended, added to, or rescinded by a majority present at an Annual General Meeting or Committee Meeting where 14 days’ notice … has been given.
A simple majority of a committee meeting, quorum five, could rewrite the club’s constitution. PHTC requires a 75% Special Resolution at a General Meeting with 21 days’ notice, and no amendment may allow personal pecuniary profit or conflict with the charitable purposes.
This is the single largest transfer of power in the document, and it runs from the committee to the membership.
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CMBC 3.2.1, 4.8.3PHTC 4.4, 4.9, 12
“Absolute discretion” and “final” decisions are gone
CMBC 3.2.1The Committee shall have complete discretion when it decides whether or not to allow the applicant to become a member … and that decision shall be final.
The 2022 Act requires a dispute-resolution procedure consistent with natural justice. Unreviewable committee discretion over membership does not meet that standard. Under PHTC, a declined steward application must be given reasons in writing and can be taken to the Council of Stewards, and removing a voting member requires a Special Resolution with 14 days’ notice and a right to be heard.
CMBC’s clauses 18 to 24 already adopt the statutory dispute procedure. PHTC adopts the same Schedule 2 procedure at clause 12. That part is continuity, not change — it simply now applies to decisions that used to sit outside it.
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CMBC 6.1.6PHTC 5.6, 6.3
The President’s casting vote is gone
CMBC gave the President a casting vote in addition to their own member vote. PHTC’s Chair keeps one vote as a member and has no casting vote: where votes are equal, the motion fails. A tie now means no change, rather than the chair deciding.
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CMBC 13.1, 16PHTC 15, 16
Winding up runs under the current Act, and the committee no longer has the last word
CMBC’s dissolution clause cites the 1908 Act. PHTC requires 20 working days’ notice complying with section 228 of the 2022 Act, and a Special Resolution.
CMBC clause 16 let the Committee determine any unprovided-for matter, “whose decision shall be final”. PHTC keeps the same gap-filling power but adds the words that matter: subject to the right of Members to seek relief through the dispute resolution process in clause 12.
Protections carried across unchanged
CMBC clause 8.2 says no change to the pecuniary profit clause or the winding-up clause may be approved without prior Inland Revenue approval. These three provisions were carried into PHTC deliberately so the new constitution is no less protective than the one it replaces, and that clause is not engaged.
| Protection | CMBC | PHTC |
|---|---|---|
| Pecuniary gain is not a purpose | 2.8 | 3.2 |
| No member, or person associated with a member, derives benefit — except services at no greater than current market rates | 11.4 | 9.3 |
| Surplus on winding up goes to a charity within New Zealand with similar purposes | 13.2 | 15 |
Also carried over in substance: the 1 April to 31 March financial year, the requirement for an independent reviewer who is not a committee member or employee, dual signatories on withdrawals, and the statutory dispute procedure.
Changes we chose
Nothing below was forced by the Act. These are the decisions committee members should test.
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CMBC 6.1.5–6.1.6PHTC 4, 5.6
One member one vote becomes seats earned through stewardship
Under CMBC, every financial member gets a vote. Under PHTC, votes attach to seats: one per Zone Steward, one per Member Organisation, one Public Representative, and one for each of the three Committee offices. Supporting Riders are full members of the Society for the purposes of the Act but hold no vote unless they hold one of those seats.
Every seat is tied to a role with defined responsibilities, and stops when the work stops. An officer who stewards no zone still holds a vote, because running the organisation is itself work the network depends on — but Office Seats are capped at a third of the total so they can never outweigh the stewards, and nobody holds two votes.
This is the most significant change in the whole document and the one most likely to concern an existing CMBC member, because a CMBC member who does not steward a zone will not automatically carry a vote across.
The reasoning: PHTC’s authority with land managers rests on being answerable for work actually being done. Tying governance to stewardship rather than to subscription is what makes that claim credible. The counter-argument — that it disenfranchises ordinary riders — is real, and the Public Representative seat is the answer to it. Whether that answer is sufficient is a fair thing to debate.
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CMBC 2.3PHTC 3.2
“To maintain tracks” becomes “to coordinate and support those who do”
CMBC 2.3To maintain tracks within the Canterbury region for mountain bike riding use.
PHTC does not claim to maintain trails as its own operation. Its purposes are to support, coordinate, resource and record the volunteer stewardship of trails; stewards, member organisations and contracted partners do the work in their own capacity.
This matters in two directions. It keeps PHTC from overlapping the role of organisations that do build and maintain, and it is the honest description of what a coordinating body actually does.
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CMBC 2.1, 2.2PHTC 3.2(d)
Promoting the sport becomes an ancillary purpose
CMBC’s first objective is to promote the sport and recreation of mountain bike riding. In PHTC it survives, but explicitly as an ancillary purpose in support of the charitable purposes and not as an independent purpose in its own right.
A society whose primary purpose is promoting a sport is generally not charitable. This wording is what allows PHTC to register as a charity while remaining unmistakably a riders’ organisation. PHTC also does not organise competitive racing events, which CMBC’s objective 2.2 contemplated.
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CMBC 12.1PHTC 3.6
Borrowing: an absolute bar becomes a high bar
CMBC 12.1The club shall not have the power to borrow money.
PHTC may borrow, but only with a Special Resolution of the voting membership — a 75% threshold. This is a genuine loosening and worth flagging plainly. The reasoning is that an organisation holding grants and potentially employing a coordinator may one day need bridging finance, and a 75% member vote is a serious enough gate. Members who would rather keep the absolute bar should say so.
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PHTC 3.4, 3.5, 11.4
Three things with no CMBC equivalent at all
The land-manager relationship. CMBC’s constitution says nothing about authorised trails, landowner permission, or unauthorised building. PHTC’s clauses 3.4 and 3.5 are entirely new: land managers set grade and character standards, work is agreed before it starts, and unauthorised construction can put a steward seat under review.
Zone equity. A duty to notice when a zone is consistently passed over by the funding criteria, and to surface it to the Council rather than let the scoring run on autopilot.
Institutional knowledge. A purpose directed at not losing what a steward knows when they step back.
These are the provisions that exist because of what PHTC is for, rather than because of what CMBC was.
What happens to CMBC members
All financial members of CMBC at the transformation date are enrolled as Founding Members and offered Supporting Rider membership at no cost for the first full year. Existing commitments, including equipment and affiliations, are reviewed by the Committee within 90 days, which determines whether each continues, transfers or lapses.
The bank account, funds, property and contractual obligations transfer. The officers elected at the last CMBC AGM continue in their roles until the first PHTC AGM, to carry existing members and relationships through the transition.
The honest summary. If the only goal were to keep the club running, a much smaller rewrite would do: fix the 1908 Act references, remove the unreviewable discretions, move amendment power to the members, and stop there. Everything in the “changes we chose” section is there because the organisation is trying to become something CMBC was not, and those are the parts to test before voting.