Amend your NFP constitution where the current wording no longer fits

Businesses often run into trouble here when the organisation's day-to-day operations have changed but the constitution has not kept up. A not-for-profit may have new membership categories, a different committee structure, updated decision-making practices or changed charitable purposes, yet still be relying on old wording. That can create uncertainty around meetings, voting, appointments, powers and internal processes. It can also become an issue when funders, members or third parties ask for the governing rules and discover they no longer reflect reality. Amending the constitution helps bring the document back into line with how the organisation is meant to operate.

That depends on what has changed in the organisation, but common amendment areas include objects or purposes, membership eligibility, member rights, committee or board composition, appointment and removal rules, quorum and voting provisions, meeting procedures, financial controls and winding-up clauses. Sometimes the issue is only a handful of clauses. In other cases, the document has been amended so many times that a fuller rewrite is more practical. As part of the service, we review the current wording and identify where the main legal or operational friction points are likely to sit.

The amendment work depends on your organisation's current structure, how decisions are made in practice, whether you have members as well as a committee or board, and what changes you are actually trying to implement. For example, the drafting may need to reflect new governance roles, updated voting thresholds, revised membership classes or clearer meeting procedures. It can also be shaped by whether the organisation is a charity, an incorporated body or another form of not-for-profit. The aim is to produce wording that works with your actual governance model rather than simply patching old clauses.

The legal risk usually comes from using a one-size-fits-all approach where the underlying facts are more specific than that. A template may be a starting point for very simple changes, but constitutions often contain interlocking clauses, so changing one rule can affect others. For instance, altering committee appointment rules may also require updates to quorum, voting or member approval provisions. A tailored review helps identify those knock-on effects and avoids creating inconsistencies inside the document. That is especially important where the constitution has been in place for years or has already been amended several times.

Not automatically. The fixed-fee is for reviewing the current constitution, advising on amendments and preparing the updated wording. If your organisation also needs help with filing steps, regulator-facing documents or ongoing support after the amendment is adopted, that would usually be separate work. We can still explain what practical next steps are likely to follow, such as member approval processes or lodging updated documents where required. Keeping filing and ongoing representation outside the standard scope helps keep this service centred on the constitution amendment itself.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the NFP Constitution Amendment service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.