In this Act, unless the context otherwise requires,—

Terms and expressions used in this Act that are defined in the Companies Act 1993 have the meaning set out in that Act, unless specified otherwise in this Act or the constitution.

Where a provision of the Companies Act 1993 applies under this Act,—

The members of the Farmers’ Mutual Insurance Association may, by resolution, adopt a constitution as the initial constitution of the Mutual.

A resolution to adopt a constitution is valid and effective, whether passed before or after this section comes into force, if—

To avoid doubt, section 27(3) of the Mutual Insurance Act 1955 applies with respect to the notice, meeting, and resolution referred to in this section.

The Registrar must, on receipt of a constitution certified by a director of the Farmers’ Mutual Insurance Association in accordance with subsection (5), issue a certificate that the Mutual is incorporated under this Act.

On and from the date of incorporation—

The certificate of incorporation issued by the Registrar under subsection (1)—

At the same time that the Registrar issues the certificate of incorporation, the Registrar must—

The director’s certificate given under subsection (1) must certify that the constitution has been approved by the members of the Farmers’ Mutual Insurance Association as the initial constitution of the Mutual and that the provisions of section 4(2)(a) and (b) were complied with.

The Registrar, without further authority than this section, has the power to enter the name of the Mutual on a register.

The principal business of the Mutual must at all times consist of the provision by the Mutual (whether directly or through a subsidiary, or through both) of rural risk insurance to both members and non-members.

Rural risk insurance has the meaning set out in the constitution.

The Mutual is a body corporate with perpetual succession.

Part 3 (capacity, powers, and validity of actions) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act.

In particular, subject to this Act, any other enactment, and the general law, the Mutual has, both within and outside New Zealand,—

The obligations (if any) of members in relation to premium notes terminate on the date of incorporation.

Premium note means a signed premium note (as defined in section 2 of the Mutual Insurance Act 1955) that is held by the Mutual on the date of incorporation.

Every person who is a registered member of the Farmers’ Mutual Insurance Association on the day before the date of incorporation is a member of the Mutual on and from the date of incorporation, subject to this Act.

A person who is not a member by virtue of subsection (1) is eligible to be a member of the Mutual if he or she—

A person who is eligible to be a member becomes a member on the date on which the person’s name is entered in the members register in accordance with section 10.

Every member may remain a member so long as they are a customer, even if they subsequently cease to hold a qualifying policy.

If a member advises the Mutual that he or she no longer wishes to be a member, the Mutual must remove the person’s name from the members register; and from the date of removal from the register, the person is no longer a member.

In this section,—

The Mutual must ensure that the name of every person who is a member by virtue of section 9(1) is entered on the members register on the date of incorporation.

The Mutual must, subject to subsections (4) and (5), enter the name of a person in the members register as soon as practicable after the person becomes eligible to be a member under section 9(2).

Entry of the name of a person in the members register is prima facie evidence of membership of the Mutual, subject to section 91 of the Companies Act 1993 (as applied by section 19(6)(b)).

The Mutual may refuse or delay entry of a person’s name on the members register if—

Subject to the constitution, the board may refuse or delay entry of a person’s name on the register if the person has failed to pay the Mutual or any subsidiary of the Mutual an amount due in respect of any transaction the person has with the Mutual or the subsidiary.

If the Mutual fails to comply with subsection (1) or (2), section 84(6) of the Companies Act 1993 (which contains an offence about failing to enter names on a register) applies as if the Mutual were a company registered under that Act.

No member or former member is liable for an obligation of the Mutual by reason only of being a member.

Nothing in this section affects the liability of a member, or former member, to the Mutual under a contract, or for any tort, breach of fiduciary duty, or other actionable wrong committed by the member.

The Registrar must not register a change of name of the Mutual unless the name has been reserved.

An application for reservation of a name of the Mutual must—

The Registrar must not reserve a name—

The Registrar must advise the Mutual by notice in writing—

An application to change the name of the Mutual must—

An application to change the name of the Mutual is not an amendment of its constitution for the purposes of this Act.

As soon as the Registrar receives a properly completed application, the Registrar must—

A change of name of the Mutual—

The following provisions of the Companies Act 1993 apply to the Mutual as if it were a company registered under that Act:

The Mutual must have a constitution.

The Mutual, the board, each director, and each member have the rights, powers, duties, and obligations set out in this Act except to the extent that they are negated or modified, in accordance with this Act, by the constitution.

The constitution may contain—

The constitution has no effect to the extent that it contravenes or is inconsistent with this Act or any other Act.

Subject to this Act, the constitution is binding, in accordance with its terms, as between—

The constitution of the Mutual is—

The members may, by special resolution, alter the constitution.

Within 10 working days of the adoption of an alteration to the constitution, the board must ensure that a notice, in the form prescribed for the purpose of section 32 (adoption, alteration, and revocation of constitution) of the Companies Act 1993, is delivered to the Registrar for registration.

If the board fails to comply with subsection (2), section 32(4) of the Companies Act 1993 applies as if the failure were a failure to comply with subsection (3) of that section.

The High Court may, on the application of a director or member, make an order altering the constitution of the Mutual on such terms and conditions as it thinks fit, if the court is satisfied that it is not practicable to alter the constitution under section 14.

The applicant for an order must ensure that a copy of the order, together with a copy of the constitution as altered, is delivered to the Registrar for registration within 10 working days of the making of the order.

If a person fails to comply with subsection (2), section 34(3) (court may alter constitution) of the Companies Act 1993 applies as if the failure were a failure to comply with subsection (2) of that section.

The Mutual may from time to time deliver to the Registrar for registration a single document that sets out the Mutual’s constitution together with all current amendments incorporated into it (a consolidated constitution).

The Registrar may, by notice in writing, require the Mutual to deliver a consolidated constitution for registration if the Registrar considers that, by reason of the number of amendments to the Mutual’s constitution, it would be desirable for the constitution to be contained in a single document.

The Mutual must comply with a notice issued under subsection (2) within 20 working days of receiving it.

The board must ensure that if a consolidated constitution is delivered for registration under this section, it is accompanied by a certificate, signed by a person authorised by the board, that the consolidated constitution sets out the Mutual’s constitution together with all current amendments incorporated into it.

As soon as the Registrar receives a consolidated constitution that is certified in accordance with subsection (4), the Registrar must register it.

If the board fails to comply with subsection (3) or (4), section 33(6) (new form of constitution) of the Companies Act 1993 applies as if the failure were a failure to comply with subsection (4) of that section.

Every member of the Mutual has the right to—

The rights specified in subsection (1) may be added to by the constitution or by any Act, but may not be reduced or negated.

A person may be a member in more than 1 capacity (for example, personally and as a trustee) and may separately exercise the rights of membership in each capacity.

If the board is satisfied on reasonable grounds that the Mutual will, immediately after giving the rebate, satisfy the solvency test, the board may authorise the giving of a rebate by the Mutual at a time, and of an amount, and to any members, as it thinks fit.

Rebates may, without limitation, be calculated by reference to the premium value of, or the profit derived by the Mutual from, transactions by the members with the Mutual or subsidiaries of the Mutual.

Subsections (2), (3), and (5) of section 52, and section 56 (other than subsection (4)) of the Companies Act 1993 apply to the Mutual as if the Mutual were a company registered under that Act, each member a shareholder of the company, and a rebate a distribution.

The Mutual must maintain a members register. The members register may be that used by the Farmers’ Mutual Insurance Association.

The register must, without limitation, record the following:

An agent may maintain the members register.

The personal representative of a deceased person who was a member is entitled to be registered as a member in the representative’s capacity as the personal representative of the deceased person.

The assignee of the property of a bankrupt member is entitled to be registered as a member in the assignee’s capacity as the assignee of the property of the bankrupt member.

The following provisions of the Companies Act 1993 apply to the Mutual as if it were a company registered under that Act and the members register were a share register:

If the Mutual fails to comply with subsection (1) or (2), section 87(4) of the Companies Act 1993 (which contains an offence of failing to maintain a register and record required information on it) applies as if the Mutual were a company registered under that Act.

The following provisions of the Companies Act 1993 apply to the Mutual as if it were a company registered under that Act and each member a shareholder of the company:

The board must call an annual meeting of members to be held not later than 6 months after the balance date of the Mutual and not later than 15 months after the previous annual meeting.

The Mutual must hold its annual meeting on the date on which it is called to be held.

The first annual meeting of the Mutual after the date of incorporation must be held within 15 months of the last annual meeting of the Farmers’ Mutual Insurance Association.

The following provisions of the Companies Act 1993 apply to the Mutual as if it were a company registered under that Act and each member a shareholder of the company:

A special meeting of members entitled to vote on an issue—

The provisions of Schedule 1 of the Companies Act 1993, modified as follows, govern proceedings at meetings of members except to the extent that the constitution makes provision for the matters that are expressed in that schedule to be subject to the constitution of a company:

The following people are entitled to receive notice of a meeting of members:

A date must not be specified by the board under subsection (1)(a) that is more than 30, or less than 10, working days before the date of the meeting.

The following people are entitled to vote on a resolution put to a meeting of members:

A date must not be specified by the board under subsection (3)(a) that is more than 10 working days before the date of the meeting.

Part 8 (directors and their powers and duties) of the Companies Act 1993, other than sections 146, 147, and 148, applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company.

A majority of the directors in office must be members.

If at any time a majority of the directors in office are not members, the board must immediately take steps to ensure a majority of the directors in office are members.

A person must not be appointed or elected as a director if, immediately after his or her appointment or election, the number of directors in office who are members would be less than a majority of the total number of directors then in office.

Part 9 (enforcement) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company, subject to subsection (2).

Applications under section 164(1) (injunctions) of the Companies Act 1993 may be made in relation to conduct that would contravene—

Part 10 (administration of companies) of the Companies Act 1993, other than sections 182 to 185A, applies to the Mutual as if it were a company registered under that Act, each member a shareholder of the company, and the members register the share register.

Part 12 (disclosure by companies) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act, each member a shareholder of the company, and the members register the share register.

The annual return set out in the Schedule is the prescribed form to be used by the Mutual for the purposes of section 214 (annual returns) of the Companies Act 1993.

Part 13 (amalgamations) of the Companies Act 1993, other than sections 219, 220, and 221, applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company, to allow the Mutual and 1 or more companies that are directly or indirectly wholly owned by it to amalgamate and continue as the Mutual.

In the event of such an amalgamation, the Mutual is to be treated as an amalgamated company for the purposes of Part 13 of the Companies Act 1993.

Part 14 (compromises with creditors) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company.

Part 15A (voluntary administration) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company.

Part 16 (liquidations) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company.

Part 17 (removal from the New Zealand register) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act, each member a shareholder of the company, and the register the New Zealand register.

The Mutual ceases to exist when it is no longer registered on a register.

For the purpose of the following provisions of the Companies Act 1993, the Mutual is to be treated as if it were a company registered under that Act and the register were the New Zealand register:

Part 21 (offences and penalties) of the Companies Act 1993 applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company.

Part 22 (miscellaneous) of the Companies Act 1993, other than sections 395, 396, and 397, applies to the Mutual as if it were a company registered under that Act and each member a shareholder of the company.

The mutual association called Farmers’ Mutual Group is the same mutual association as the Farmers’ Mutual Insurance Association existing immediately before the date of incorporation.

Every action, arbitration, proceeding, or cause of action that was pending or that existed by, against, or in favour of, the Farmers’ Mutual Insurance Association or to which the Farmers’ Mutual Insurance Association was a party immediately before the date of incorporation may, on and after the date of incorporation, be continued and enforced by, against, or in favour of the Mutual on and after the date of incorporation.

It is not necessary to amend any application, notice, or other document to do so.

Every reference (expressed or implied) to the Farmers’ Mutual Insurance Association in an instrument, enactment, policy, register, communication, or any other thing made, given, passed, or executed before, on, or after the date of incorporation is a reference to the Mutual on and after the date of incorporation.

This section applies to contracts, agreements, guarantees, conveyances, deeds, leases, licences, directions, and other instruments, undertakings, and notices (whether or not in writing), entered into by, made with, given to or by, or addressed to the Farmers’ Mutual Insurance Association (whether alone or with any other person) before the date of incorporation and subsisting immediately before that date.

The instruments to which this section applies are, on and after the date of incorporation, binding on, and enforceable by, against, or in favour of, the Mutual as if the Mutual and not the Farmers’ Mutual Insurance Association had been the person by whom they were entered into, with whom they were made, or to or by whom they were given or addressed.

Every person who holds office as a director or auditor of the Farmers’ Mutual Insurance Association immediately before the date of incorporation continues to hold that office with the Mutual on and after the date of incorporation until removed or replaced in accordance with this Act and the constitution.

Until removal or replacement, directors and auditors hold office subject to this Act and the constitution.

Every person who is an employee of the Farmers’ Mutual Insurance Association immediately before the date of incorporation (a continuing employee) is an employee of the Mutual on and after the date of incorporation until the person otherwise ceases to be employed by the Mutual.

No aspect of a continuing employee’s employment agreement with the Farmers’ Mutual Insurance Association is affected by their becoming an employee of the Mutual.

For the purposes of any enactment, law, determination, contract, or agreement,—

A continuing employee is not entitled to receive a redundancy or severance payment or benefit on the grounds his or her employment with the Farmers’ Mutual Insurance Association has ceased.

Subsection (4) overrides a continuing employee’s employment agreement, despite subsection (2).

The Farmers’ Mutual Group Act 1998 (1998 No 4 (P)) is repealed.