Not-for-profit Law
Legal help for community organisations

Rules or Constitution

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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: Our NEW Rules Tool for Victoria is published in the Victorian section below.

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.

Note – the following fees are payable to Consumer Affairs Victoria:
$37.00 to register ‘model rules’
$214.70 to register ‘own rules’
$185.10 to change rules (including purpose, financial year, end date or adopting model rules)

Rules Tool

NEW We have launched a 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.

Use the Rules Tool

Changing your 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 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

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 update their rules. 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 fact sheet includes information about:
  • 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

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

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

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

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

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

Related links

Australian Securities and Investments Commission (ASIC) resources

Companies limited by guarantee 

 Australian Charities and Not-for-profits Commission

Last Updated: 16 November 2020