Co-op Constitution Delver
Search, compare and learn from real New Zealand cooperative constitutions.
A member-only research tool for building and evolving stronger co-ops.
[ Built on real constitutions.
Designed for real co-op decisions.]Constitutions are living documents that evolve as you do. Writing or updating a cooperative constitution or Product Disclosure Statement [PDS] should not mean trawling the Companies Office, downloading dozens of PDFs, and stitching together clauses by hand.
The Co-op Constitution Delver lets Full Members search across real, working cooperative constitutions and PDS’s from around New Zealand – in one place.
Think of it as a smarter starting point for constitution conversations.
Stop starting from scratch
Search
Search across registered cooperative constitutions and PDS’s in New Zealand.
Find specific clauses, phrases and concepts in seconds.
Compare
See how different types of cooperatives approach governance, capital and membership.
Organised by co-op type, not generic templates.
Learn
Explore real-world examples to inform your drafting, reviews and board discussions.
Designed for natural-language questions, not legal trawling.
Guidance, not legal advice
The Co-op Constitution Delver is a research and learning tool.
It supports informed discussions but does not replace professional legal advice.
What it does
The Delver is a secure, AI-powered tool for Full Members, or those undertaking the About Co-op Constitutions module in the Co-op Academy.
You can search across registered cooperative constitutions and Product Disclosure Statements (PDS) available through the Companies Office. If you prefer, you can request information by type of co-op such as:
Producer and grower co-ops
Consumer and retail co-ops
Buying groups and shared services
Sector-specific and service cooperatives
You can search for phrases, clauses and concepts and see how other cooperatives have actually approached them.
Built for real co-op questions
Ask the kinds of questions boards and founders wrestle with, such as:
How do other co-ops structure director remuneration?
How are independent directors appointed and described?
How do constitutions handle capital, growth or succession?
What wording is used for member entry, exit or voting rights?
The Delver surfaces relevant examples, not abstract theory.
Check out the video to learn how the Delver works.
ScenarioOur board of directors (chair, 2 independent directors and 3 member directors) are all volunteers and our current constitution doesn’t have any provision for board remuneration. As CEO of the cooperative I'd like to understand how other co-ops structure or describe board remuneration.
What are some options available for us? Do you have pros, cons, risks and mitigations for the different options?
Remember, the Delver offers guidance, not legal advice
The Co-op Constitution Delver is a research and learning tool. It supports informed discussions but does not replace professional legal advice.
Watch the Delver in action
[ Frequently asked questions ]-
A constitution is a legal document that sets out how an organisation is owned, governed and run.
In New Zealand, a constitution typically covers matters such as membership, voting rights, governance arrangements, capital, and how decisions are made. For cooperatives, it defines the rights and obligations of members and the rules under which the cooperative operates.
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A Product Disclosure Statement is a regulated document that explains a financial product to potential investors or members.
In New Zealand, a PDS is required under the Financial Markets Conduct Act and provides clear information about the features, risks, costs and returns of a financial product to help people make informed investment decisions.
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A constitution and a Product Disclosure Statement serve different but complementary purposes.
They are often used together when a cooperative or mutual is raising capital, issuing shares, or admitting new members.
The constitution sets the rules: How the co-op is owned, governed and allowed to raise capital.
The Product Disclosure Statement explains a specific offer: what is being offered, the risks, and how it works in practice.
The PDS must follow the rules set by the constitution. It cannot override them.
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Yes. Issuing member shares is an example.
A cooperative’s constitution sets out whether it can issue shares, who can hold them, and what rights attach to them (such as voting or repayment).
When the co-op invites members to invest, the PDS explains the specific share offer, including the risks, returns and terms, within the limits set by the constitution.
In short, the constitution allows it. The PDS explains it.
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Yes. We strongly recommend legal advice for any new constitution, PDS or changes to a constitution. The Delver will help you bring together examples, real scenarios and quickly assemble information to take to your legal advisors and/or members, but it is not a substitute for legal advice.
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No. You do not always need both.
Most organisations in New Zealand will have a constitution (or rules), but a Product Disclosure Statement (PDS) is only required in specific circumstances.
A constitution is required for cooperatives and sets out how the organisation is owned, governed and run. It applies at all times and underpins how the cooperative operates.
A PDS is only required when offering certain financial products, such as shares or other investment instruments, to members or the public under the Financial Markets Conduct Act.
If a cooperative is not raising capital or issuing financial products, it will usually not need a PDS.
In practice:
You will always need a constitution to operate as a cooperative
You will only need a PDS if and when you make a regulated financial offer
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The Delver is a secure, AI-powered tool for Full Members of Cooperative Business NZ, or those undertaking the About Co-op Constitutions module in the Co-op Academy.