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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 fact sheet below explains the steps involved in changing an incorporated association's rules including information regarding:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change it's constitution and what issues should you look out for? and
- the legal process for making changes to rules or constitutions.
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. 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.
The first fact sheet below outlines the steps involved in updating rules to make sure they are compatible with the new laws. The Checklist is a tool to assist in updating rules.
The factsheet includes information about:
- changes to the law
- how the changes affect the rules you are currently using, and
- options to bring rules in line with the AIR Act
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.
Related links
Consumer Affairs Victoria (CAV) resources
Incorporated associations
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This section of CAV's website has information about incorporated associations. Click on the fees, forms and online transactions link for the forms for changing your incorporated association's constitution.
Co-operatives
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This section of CAV's website has information about co-operatives. Click on the forms and publications link for the forms for informing CAV about proposed changes to your co-operative's constitution.
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
Changes to legislation
On 1 September 2016, changes to the laws regulating NSW incorporated associations took effect. The Associations Incorporation Regulation 2010 was replaced with the Associations Incorporation Regulation 2016 (NSW) and changes were made to the existing Associations Incorporated Act 2009 (NSW). The following fact sheet covers recent changes to Incorporated Associations legislation and the significance of those changes.
From 1 September 2016, there are also new matters that must now be covered by an organisation's rules or constitution. Organisations that were using the NSW Model Constitution now have a new Model Constitution that applies (unless they chose to change their consitution). The following checklist covers the items that must be addressed in an organisation's constitution:
Related links
- Office of Fair Trading - fees and forms for changing your organisation's constitution or rules.
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
Related links
- Queensland Government - database of Queensland incorporated associations
- Queensland Government - information on incorporated associations
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
The new Associations Incorporation Act 2015 (WA) has commenced in Western Australia. Not-for-profit Law has updated its Western Australian resources to reflect this change.
Related links
- AssociationsOnline - WA Department of Commerce's online portal for incorporated associations.
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Linkwest, the peak body for Neighbourhood Centres in Western Australia.
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
Related links
- Consumer and Business Services - information about incorporated associations and forms for changing an association’s rules.
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
Related links
Northern Territory Government
- Department of Business - incorporated associations information
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
Related links
- Access Canberra - ACT Government's information for incorporated associations
The fact sheet below explains the steps involved in changing an incorporated association's rules including information about:
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and issues to look out for? and
- the legal process for making changes to rules or constitutions.
Related links
- Consumer Affairs and Fair Trading - information on incorporated associations
Australian Securities and Investments Commission (ASIC) resources
Companies limited by guarantee
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ASIC Connect
This is the ASIC database where you can search to find all types of companies in Australia. -
ASIC special resolutions information
This link provides information about special resolutions for companies limited by guarantee, and includes a link to the form (205) which needs to be submitted to ASIC to notify of changes to constitution
Australian Charities and Not-for-profits Commission
- ACNC quick tips on changing rules
- ACNC template constitution for a charitable company limited by guarantee
The ACNC has published a template constitution for CLGs aiming to register as a charity. It has accompanying guidance and can help save time and money for smaller groups in the process of setting up a CLG charity.
Simple Rules
PilchConnect, the previous name for Not-for-profit Law, developed a set of Simple Rules to assist Victorian incorporated associations drafting their own rules. To access the Simple Rules, please fill in the form below.
*Caution: for Victorian organisations only*
