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Rules or Constitution

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The rules or constitution of a not-for-profit are a roadmap for running the organisation.  It is also a legal requirement that an organisation and its members follow the rules of the organisation.

Does your organisation use its own rules, or the 'model rules' or 'replaceable rules'?

When incorporated associations set up, they can choose between adopting the 'model rules' which are a template set of rules, or writing their own rules that meet legal requirements.  When companies incorporate, they can also choose between writing their own rules, or using the 'replaceable rules'.

Whenever you are thinking about changing your rules, it's crucial to know if you are already using your 'own rules' or if your group is using 'model rules' or 'replaceable rules'.

TIP: just because your rules say 'model rules' at the top does not mean they are still the model rules - many groups who started with the model rules have made changes to the model rules over time (but may not have changed the document title!)

Sometimes, when an organisation develops, or the law changes, it is necessary to change an organisation's rules or constitution .

If your organisation has used the model rules, or replaceable rules, and these no longer suit your needs, your group will need (for the first time) to write its own rules.

If your group has its own rules already, it will need to modify these rules.

The following information is for incorporated associations based in Victoria

The fact sheet below explains the steps involved in changing an incorporated association's rules.

2012 changes to the law

As a result of changes to the laws for incorporated associations in late 2012, many organisations using their 'own rules' were required to update their rules. Some groups still need to undertake an update. For an overview of the changes, go to our Update page. The background and steps involved are set out in the resources below.

As well as affecting groups using their own rules, groups using the model rules automatically transitioned to new model rules - and this has prompted some organisations to write their own rules where the new model rules do not suit their needs.

Not-for-profit Law was previously known as PilchConnect. The resources below were developed in response to the needs of incorporated associations wanted to update their rules. THe first fact sheet outlines the steps involved in updating rules to ensure they are compatible with the new laws. The Checklist is a tool to assist in updating rules. 

Simple Rules

Not-for-profit Law has also developed a set of simple rules as an alternative to the model rules. The Simple Rules have been downloaded by over 600 organisations. They are only 5 pages long, and provide an option for groups who do not want to write their own rules from scratch, or adopt the model rules. 

The Simple Rules can be downloaded by completing the form at the bottom of this page.

Extra Resources

Consumer Affairs Victoria (CAV) resources

Incorporated associations


The following information is for incorporated associations based in NSW

The fact sheet below explains the steps involved in changing an incorporated association's rules.

Extra Resources

Australian Securities and Investments Commission (ASIC) resources

Companies limited by guarantee 

 Australian Charities and Not-for-profits Commission

Simple Rules

Not-for-profit Law has developed a set of Simple Rules to assist incorporated associations drafting their own rules. To access the Simple Rules, please fill in the form below.

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Not-for-profit Law will not disclose the contents of this form, but may use de-identified information when reporting on the types of organisations accessing these rules.