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The rules or constitution of a not-for-profit are a roadmap for running the organisation. It's 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 doesn't 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!).
For more information on the rules requirements in your state or territory, select your state or territory below.
NOTE: After the success of our self-help tool for Victorian incorporated associations, we’ve developed our new, free Constitution Tool for NSW-based incorporated associations. Explore the Victoria and NSW sections to find out more.
Model rules or own rules
Incorporated associations in Victoria must have a governing document that sets out the rules and procedures for how the group will operate. This document is called the association’s ‘rules’ or ‘constitution’.
Under Victorian law, certain things must be included in an association’s rules. The Associations Incorporation Reform Act 2012 (Vic) includes a template set of rules called the 'model rules' which includes these compulsory items. You can download the model rules from Consumer Affairs Victoria's website. Associations can choose to either adopt the model rules or write their own rules.
Associations often choose to write their own rules so their governing document suits the specific needs of their group. If you decide to write your own rules, you must make sure they meet legal requirements. You may not use your own rules until they have been approved by Consumer Affairs Victoria.
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Note – the following fees are payable to Consumer Affairs Victoria: |
VIC Rules Tool
Develop a customised set of rules for your not-for-profit incorporated association.
The Rules Tool will help you create your own set of rules that are:
- customised to your association’s needs
- compliant with Victorian law, and
- set out in plain language
The Rules Tool takes approximately 20 minutes to complete. It will ask you a series of questions about how you would like your association to operate. When you have answered all the questions, you will be able to download a tailored set of rules that your association can vote to adopt.
Note - You will still need to submit your rules to Consumer Affairs Victoria for approval. You may not use the rules until they have been approved by Consumer Affairs Victoria.
This project was generously supported by the H&L Hecht Trust managed by Perpetual.
Changing your rules
- what is a constitution and is this the same as 'rules' or 'articles'?
- why would an organisation need to change its constitution and what issues should you look out for?
- the legal process for making changes to rules or constitutions
2012 changes to the law
- how the changes to the law affect the rules you are currently using, and
- options to bring rules in line with the Associations Incorporation Reform Act 2012 (Vic)
Related links
Consumer Affairs Victoria (CAV) resources
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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.
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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.
NSW Constitution Tool
Taking just 20 minutes, our NSW Constitution Tool asks you a series of questions about how you would like your association to operate – in simple, plain English – then generates a customised constitution that you can download, edit and submit to NSW Fair Trading.
Our tool produces a draft constitution that suits your association’s specific needs by:
- outlining which clauses are required in your constitution and why they are necessary,
- adding clauses that we've found promote good governance, and
- including clauses for associations that are eligible for tax exemptions or concessions.
Use our easy-to-understand tool today to better understand and implement a governing document so that your association can run smoothly.
Changing your 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.
Changes to legislation
On 1 September 2016, changes to the laws regulating NSW incorporated associations took effect. The Associations Incorporation Regulation 2010 (NSW) 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 constitution). 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) applies in Western Australia. Not-for-profit Law has updated its Western Australian resources to reflect this change.
Related links
- AssociationsOnline - WA Department of Department of Mines, Industry Regulation and Safety's online portal 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 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
- Northern Territory Government - 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, Building and Occupational Services - information on incorporated associations
Additional resources
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.
