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How to run the organisation

Find out what’s involved in governing your not-for-profit organisation in compliance with the law, from setting up your rules to holding meetings.

Content last updated 18/05/2022

Managing an organisation’s rules or constitution

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What are an organisation's rules or constitution? 

Incorporated associations must have a governing document called a ‘constitution’ or ‘rules’ that sets out the roadmap for how the association will operate. It's a legal requirement that an organisation and its members follow the rules of the organisation. 

If an association decides to write its own rules (or constitution), it must make sure it meets certain legal requirements. 

Every not-for-profit organisation needs to have a constitution or rules.  

This is the document that contains the rules of the organisation, describes its basic structure and processes, and will usually specify:

  • the aims or purposes of the organisation
  • how the members of the organisation are admitted
  • the rights and obligations of members
  • how the office-bearers and other members of the governing body are elected or appointed
  • how general meetings of members and meetings of the governing body are convened and conducted
  • how the organisation is, in broad terms, to be governed, and
  • what will happen to the organisation's assets if it is wound up 

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.  Associations often choose to write their own rules so their governing document suits the specific needs of their organisation. If you decide to write your own rules, you must make sure they meet legal requirements.

When companies incorporate, they can also choose between writing their own rules, or using the 'replaceable rules'. 

When you are thinking about changing your rules, it's crucial to know if you are already using your 'own rules' or if your organisation is using 'model rules' (if an incorporated association) or 'replaceable rules' (if a company limited by guarantee). 

Tip

Just because your rules say 'model rules' at the top doesn't mean they are still the model rules - many organisations who started with the model rules have made changes to the model rules over time (but may not have changed the document title). 


Victoria and NSW: Use our online tools to draft rules or a constitution

Our self-help tool asks help-seekers a series of questions about how they would like their association to operate – in simple, plain English – then generates a downloadable, customised rules or constitution that their association can edit or vote to adopt. It takes about 20 minutes to complete.

Our free online tools will help incorporated associations create their own rules or constitution that is customised to your association’s needs, and compliant with law by:

  • educating you on certain required or recommended clauses and why,
  • adding clauses that promote good governance, and
  • including clauses for organisations that are eligible for tax exemptions or concessions

How to make changes to your rules 

Our fact sheets set out issues that arise when not-for-profit community organisations want to make changes to their rules or constitution.

The fact sheets explain 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?
  • issues to look out for, and
  • the legal process for making changes to rules or constitutions  

The fact sheets for Victoria and New South Wales also consider the steps involved in changing the rules or constitution of a company limited by guarantee and a co-operative.  

Select the state or territory where your organisation will be based and download the relevant fact sheet:


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The content on this webpage was last updated in March 2022 and is not legal advice. See full disclaimer and copyright notice.


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