Why this guide exists
A constitution is a long document and most of it is machinery required by the Incorporated Societies Act 2022. This guide points you at the parts where a real decision was made, so you can spend your reading time there.
Much of what changed came out of a meeting with Christchurch City Council rangers in early September. Their message was direct: CCC is the land manager and sets the standards, volunteers don’t have free rein on council land, and the value PHTC adds is the formal framework connecting volunteer work to that oversight. Several clauses were rewritten as a result, and they are the first four below.
The changes below are ordered by how much each one alters how the organisation actually works, not by where they sit in the document. Every clause number below links back to the constitution, which is open for comments.
The changes that matter most
- Clause 4.4
Becoming a zone steward is now applied for and approved
PreviouslyStewardship is self-selecting. A person becomes a Zone Steward by taking on the active maintenance of a zone and filing an initial condition report, which serves as their self-nomination.
You now apply to the Committee, and the Committee confirms recognition in consultation with the relevant land manager. A declined application must be given reasons in writing, and you can take it to the Council of Stewards.
This is the single biggest change, because a steward seat carries a vote. The rangers’ point was that self-selection is the arrangement that produced unapproved work on council land. If you are already stewarding a zone, you are recognised at the first Council of Stewards meeting without reapplying — you file a condition report and agree to the stewardship standards, and that’s it.
- Clause 4.13 — new
The three officers now hold a vote, even if they steward no zone
The Chair, Secretary and Treasurer each hold an Office Seat carrying one vote, held by virtue of the office rather than the person. It ends when they leave the office.
The reason is practical and was spotted in review: during the transition none of the three officers stewards a zone, so under the previous wording none of them could vote in the body they are running. The principle behind it is that serving the organisation is itself a form of stewardship — the officers tend the thing the network depends on.
This is the first time a vote goes to someone who is not working on the trails, so it comes with guardrails. The seat attaches to an office whose responsibilities are written into the bylaws, and depends on them being carried. Only the three offices vote, so adding ordinary Committee Members adds no votes. Creating any further voting role needs a 75% vote of the members, never a bylaw. Office Seats are capped at a third of the total votes, so committee votes can never outweigh the stewards. And nobody holds two votes.
A Supporting Rider can stand for an office and holds the vote while serving. Term limits now apply only to the three offices, so people can stay on the committee long-term without the officer roles becoming permanent.
- Clause 3.4
“Full autonomy” is gone, replaced by freedom inside the land manager’s standards
PreviouslyMember Organisations and zone stewards retain full autonomy over their local operations and trail stewardship decisions.
The document now says the landowner or land manager has the right to set the standards for any trail on their land, including its grade, character, and the scope of work that is appropriate. Where a steward is unsure whether proposed work falls within a trail’s existing grade and character, they consult the land manager before proceeding.
You keep day-to-day judgment over how you do the work. You don’t set the standard the work is measured against.
- Clause 3.5
Unauthorised building can now cost you your steward seat
PreviouslyNothing in this Constitution requires a member to account for, or to renounce, trail use or trail work undertaken in their own private capacity outside Society activity.
That blanket exemption is gone. Where you ride is still not the Society’s business. But a member who organises or carries out unauthorised trail construction — whether wearing the Society’s hat or their own — may be found to have undermined our standing with land managers.
The Committee will refer such conduct to the dispute resolution process; that is mandatory, not a discretion. The response is graduated: a formal warning, conditions on continued stewardship, or a recommendation that the steward seat be removed. Any removal must be confirmed by the Council of Stewards. Routine maintenance of existing trails is explicitly excluded.
- Clause 3.4 — new
Each zone gets written grade and character targets
The Council of Stewards develops and maintains grade and character targets for the authorised trails in each zone. Targets record what each trail is intended to be, within the standards the land manager sets, and take effect only once the relevant land manager has agreed them.
Without this, “work that changes a trail’s grade or character” has no stated baseline and comes down to memory and individual judgment. Targets give the maintenance-versus-alteration line something concrete to measure against.
- Clause 4.6
A steward seat depends on staying active
A seat depends on active stewardship, and lapses if that stops. The quarterly condition report is the minimum record. Miss one and the Committee has to make contact and give you a fair chance to confirm you’re continuing; miss a second consecutive one and the seat lapses and the zone is recorded as seeking a steward.
You can notify a temporary pause and keep the seat for an agreed period, and the Committee can recognise a stand-in. This is about inactivity only — removal for misconduct is a separate process. The detailed mechanism now sits in the Bylaws.
- Clause 3.1
The purpose no longer writes CCC out of the picture
PreviouslyThe Port Hills trail network is maintained by CCC together with clubs and volunteers, working across many zones, with no layer connecting them.
The rangers pushed back on “no layer connecting them” — CCC is that layer. The clause now names CCC and DOC as the land managers, notes that trails also cross private land, and identifies the actual gap as informality: volunteer work that grew up without a formal framework connecting it to the land manager’s oversight, approval, or support.
- Clause 3.2
The charitable purposes say we coordinate, not that we build
Every purpose was checked line by line so that nothing reads as PHTC building and maintaining trails as its own operation. The Society coordinates, resources and records; stewards, member organisations and contracted partners do the work in their own capacity.
Two purposes were added: preserving the institutional knowledge a steward accumulates so it isn’t lost when they step back, and seeking recognition as a coordinated voice for riders and volunteer stewards — while stating plainly that decisions about the network rest with the land manager and that other organisations keep their own standing.
These are the clauses Charities Services will read. They are reproduced in full below.
- Clauses 3.2, 9.3, 15
Three protections carried over so the tax position doesn’t change
Pecuniary gain is stated not to be a purpose of the Society; the no-personal-benefit rule extends to people associated with a member and caps payment for goods and services at no more than current market rates; and on winding up, surplus assets go to charities within New Zealand.
These are unglamorous and they matter. Without them the transformation could have needed prior approval it doesn’t currently need, and the last one is what protects donee status.
- Clause 11.5 — new
Trail-building partners are peers, not subordinates
The Society may enter service agreements with trail-building partners covering project allocation, equipment access, and staffing. Any such partner operates independently and is not governed by or subordinate to the Society, and the terms of each agreement are negotiated as between peers.
No partner is named. A founding document is the wrong place to define another organisation’s role.
- Throughout
Process moved out of the constitution and into the bylaws
The constitution holds principles; the bylaws hold the machinery. The lapse mechanism, the steward application process and the scope of governance-role disclosure all moved. The constitution keeps the principle and points to the Bylaws for the rest.
The bylaws were restructured so every section opens with the constitution clause it implements. The practical effect: the Committee can adjust how something works without amending the founding document, but no bylaw can create, remove or alter a voting seat.
Please check the purposes
This is the part we most need eyes on. These are clause 3.2 in full. They define what the organisation is allowed to do and what Charities Services will register it against. If something here doesn’t describe the organisation you want, now is the time to say so.
The Society’s purposes are charitable and for the public benefit. Pecuniary gain is not a purpose of the Society. In furtherance of that public benefit, the Society’s purposes are to:
- Support and coordinate the volunteer stewardship of publicly accessible trails across the Port Hills and Canterbury region, so the network is maintained and kept safe, well cared for, and open to the community, including riders, walkers, runners, and other members of the public, including by obtaining and distributing funding for that coordination and for shared network infrastructure;
- Advance community wellbeing by coordinating the volunteer stewardship of public recreational infrastructure, so that free-to-access trails remain safe, well-maintained, and welcoming to all users;
- Advance environmental stewardship of the Port Hills by supporting and coordinating those who carry out sustainable trail management, drainage, erosion control, and restoration of native vegetation alongside trail corridors;
- Promote the sport and recreation of MTB riding and trail use across the Canterbury region, as an ancillary purpose in support of the above charitable purposes and not as an independent purpose in its own right;
- Preserve the institutional knowledge of trail stewardship across the network, including the record of volunteer work done and the local knowledge a steward accumulates, so that it is not lost when a steward steps back;
- Seek recognition as a coordinated voice for mountain bike riders and the volunteers who steward the trails, so that their perspective is available to land managers and other decision-makers, while recognising that decisions about the network rest with the land manager and that other organisations retain their own standing to speak for those they represent;
- Do anything necessary or incidental to the above purposes.
Followed by: the Society’s own function is to coordinate, resource, and record trail stewardship rather than to carry out trail construction and maintenance as its own operation. Zone Stewards, Member Organisations, and any contracted partners undertake that work in their own capacity. The Society does not organise competitive racing events.
Worth knowing: purpose (d) deliberately makes promoting the sport an ancillary purpose rather than a standalone one. A society whose main purpose is promoting a sport is generally not charitable. This wording is what lets PHTC be a charity while still being unmistakably a riders’ organisation.
Still open
One item remains with legal counsel. It does not change the structure above.
- Amendment threshold CMBC’s constitution requires a simple majority to adopt the new constitution. Whether the Incorporated Societies Act 2022 changes that is being confirmed.
How to comment
Read clause 3.2 first, then whichever of the ten changes above affects you most directly. If you steward a zone, that’s changes 1 and 3 to 6.
Comments are enabled on the constitution and the bylaws, so the easiest way is to comment directly on the clause in the Google Doc. Otherwise reply to the covering email quoting the clause number.
Where a change came from CCC, we will generally follow CCC. Where it came from our own drafting, it’s genuinely open.