An incorporated association is a popular not-for-profit legal structure. The rules produced by this app are suitable for a not-for-profit organisation that is incorporated as an association in Victoria.
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 Regulations 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 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.
The Rules Tool will help you create your own set of rules that are:
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.
We have prepared this tool to help Victorian incorporated associations draft their own rules. It’s important to note that the content in the Rules Tool is legal information only and not legal advice. Associations should seek legal advice if they are unsure whether the rules meet their needs.
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.
The Rules Tool was developed by Justice Connect's Not-for-profit Law program. Justice Connect is a registered charity with the Australian Charities and Not-for-profits Commission. We are a legal services organisation that designs and delivers high-impact interventions that increase access to legal support and progress social justice. Our Not-for-profit Law program is Justice Connect's specialist service for charities and community groups.
The content of this tool was last reviewed in November 2020.
© 2020 Justice Connect
Please note this tool is only permitted for use by not-for-profit organisations for non-commercial purposes, or as otherwise permitted by the Copyright Act 1968 (Cth). The rules produced by this app may be reproduced or edited by your not-for-profit organisation (for example, if you wish to make changes in addition to those produced by this app) without attribution. Other than the above, all other aspects of the disclaimer remain.
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The rules must include the full legal name of your association.
The legal name of your association must have the word 'Incorporated' or 'Inc' as the last word of its name.
Remember to include ‘Incorporated’ or ‘Inc’ at the end of your name.
The rules must include the purposes of your association.
The purposes (also sometimes called the ‘objects’) explain what your incorporated association is established to do. Your purposes clause should be specific enough to demonstrate what your association is intending to achieve now and in the future without being a comprehensive list of everything your organisation will do.
For example, if you were setting up an association to provide food to people experiencing economic hardship in a suburb of Melbourne, the association’s purpose could be ‘to relieve poverty by providing food and other material aid to people experiencing economic hardship in Australia, particularly in Melbourne’.
It’s important to work out whether your association will register as a charity with the Australian Charities and Not-for-profits Commission (ACNC) because this will affect some clauses you adopt in your rules. For your association to be registrable as a charity, the ACNC must be satisfied that your association's purposes are charitable.
To be registered by the ACNC, a charity must meet a legal definition that may differ from your understanding of what charity is.
You can find more information about drafting charitable purposes on the ACNC website. The ACNC also provides a helpful list of example purposes clauses for charities. For more information on applying for registered charity status, see our free resource on registering as a charity.
Some associations will be eligible for state or federal tax concessions. You can find more information in our webpages about tax concessions.
If you want people to get tax deductions on donations they make to your association, you may be able to get deductible gift recipient (DGR) status. Not all associations will be eligible DGR status. To qualify for endorsement as a deductible gift recipient, your association’s purposes must meet the requirements of the DGR category you are applying for. You can find more information on DGR in our DGR Guide.
What are the purposes of the association?
For example, ‘to relieve poverty by providing food and other material aid to people experiencing economic hardship in Australia, particularly in Melbourne’.
We don’t need information from you to produce this rule.
The rules produced by this app will provide that the association and its governing body have broad power to decide the actions it will take to achieve the association’s purposes.
The rules produced by this app will provide that the association is a ‘not-for-profit' organisation. This means that the income and assets of the association may only be used for activities that further the association’s purposes.
The term ‘not-for-profit' is often mistaken for meaning than an association can’t make any profit at all. This is not correct. Not-for-profit associations can (and almost always aim to) make a profit. An association makes a profit by receiving funds, for example, from selling goods or services, receiving grant funding, and earning interest. Being a not-for-profit simply means that when the organisation makes a profit, it can’t distribute that money to its members, and must use that surplus to further the organisation’s purposes.
For more information, see our free resource on what not-for-profit means.
You must nominate a date when your financial year will start.
You may nominate any date, however, we recommend you use either the financial year which begins on 1 July each year or the calendar year beginning on 1 January. If you wish to nominate a different date, we recommend your financial year begins on the first day of the nominated month.
The financial year of the association starts on [%%financial-year%%] of each year and runs for a period of 12 months (Financial Year).
Minimum number of members
The association must have at least five members.
Additional requirements about member numbers and type can apply to particular categories of deductible gift recipient (DGR). Remember, this is a status you can get if you want people to get tax deductions on donations they make to your association. You should seek independent legal advice if you will be seeking endorsement as a DGR.
Eligibility for membership
You can make it compulsory for members of the association to meet specific requirements for membership.
If you want members to have specific requirements, these must be outlined in your rules. For example, a support group for parents whose children are living with a disability may require that members have a child with a disability.
Discrimination laws exist at both federal, and state and territory level in Australia. These laws may apply to your organisation. There is information on the discrimination laws in each state and territory on our website.
If there are no special requirements for membership, your rules should also make that clear.
Some associations have categories (classes) of members based on membership levels or voting rights
Your association’s rules will determine how many membership classes there are and how applications for membership are to be made.
The rules produced by this app will provide that:
In the rules produced by this app, writing includes email and other correspondence in electronic form.
If your association chooses not to have joining or membership fees, the rules produced by this app will state that the association doesn’t require any fees, subscriptions or other payments from members.
If your association chooses to charge fees, the rules produced by this app will set out a procedure for setting fees.
Your association’s rules must set out the members’ rights, obligations and liabilities.
The rules produced by this app will provide that members have the rights and liabilities that are set out in the Associations Incorporation Reform Act 2012 (Vic) (the law that applies to incorporated associations in Victoria).
Your association’s rules must set out how membership of the association will end.
The rules produced by this app will require members to give notice in writing of their decision to end their membership, and will provide for the end of membership in other certain circumstances.
An association’s managing body is usually called a committee (it may also be called a ‘board’). The rules produced by this app will refer to the managing body as ‘the Committee’.
Your association’s rules must:
The rules produced by this app will:
Depending on your association’s needs, you can vary the number of people on the committee. Be wary of making the committee too large.
The Committee is collectively responsible for ensuring that the association complies with the Associations Incorporation Reform Act 2012 (Vic) (the law that applies to incorporated associations in Victoria).
Committee members must exercise their powers and discharge their duties:
The duty to act with reasonable care, skill and diligence includes the duty to prevent insolvent trading. This is the duty to prevent your association from continuing to incur debts if you know or suspect that the association can’t pay its debts when they fall due.
In addition, committee members and former committee members must not make improper use of:
to gain an advantage for themselves or any other person or to cause detriment to the association.
You can find more information about the duties of committee members in our Duties Guide.
A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee and at the next general meeting of members of the association.
The committee member:
You can find more information about committee members’ duties in our Duties Guide.
We don’t need information from you to produce the rules about term of office and re-election.
The rules produced by this app will provide:
The rules produced by this app will provide that the Secretary must:
The Secretary must give written notice to Consumer Affairs Victoria of their appointment within 14 days using myCAV.
You can also search Consumer Affairs Victoria’s website for the page about the Secretary as it outlines the notification process.
The rules must cover:
The rules produced by this app will provide that a committee member stops being on the Committee if they:
The Committee can temporarily appoint a member of the association to fill a vacancy on the Committee until the next Annual General Meeting (AGM). Note that Secretary vacancies must be filled within 14 days.
The rules of your association should outline when and how the Committee will meet, including:
The rules produced by this app will provide that the Secretary must give seven days’ written notice of a committee meeting to committee members unless the meeting is urgent. At an urgent meeting, only the issues for which the meeting was called can be considered.
Your rules must outline how committee meetings are to be run, including the quorum requirement.
The rules produced by this app provide that:
The quorum is the minimum number of committee members that must be present before a committee meeting can be held.
We recommend you express this as a percentage of total committee members.
At least [%%committee-quorum%%]% of committee members must be present (either in person or through the use of technology) for the meeting to be validly held (the quorum).
An association is only required to hold one general meeting of members a year (the Annual General Meeting). Whether to hold additional general meetings is decided by each association. Additional general meetings are called ‘Special General Meetings’.
The rules must provide how many general meetings of members the association must have each year and the period between those meetings.
The rules produced by this app provide that the association must hold an Annual General Meeting (AGM) within five months of the end of the association’s financial year or such other time as permitted by law.
Your rules should specify when a Special General Meeting can be called and who may call the meeting.
We recommend you allow the Committee or a group of members of a certain size to call a Special General Meeting. The number of members you nominate will depend on the size and functioning of your group.
For example, the model rules published by Consumer Affairs Victoria (CAV) provide that at least 10% of the total number of members may require the Committee to call a special general meeting. However, this threshold will not necessarily be appropriate for your association.
The Committee must convene a Special General Meeting (SGM) if a request to do so is made in accordance with this rule by at least [%%committee-sgm%%]% of the total number of members.
A special resolution must be passed by at least 75% of the members voting at a general meeting.
The rules must set out how a general meeting may be called and the period of notice of the meeting that must be given to members.
Sometimes, a motion (formal proposal) requires a special resolution for it to be passed. For example, a motion proposing a change to the association’s rules must be passed by a special resolution.
The rules produced by this app provide that members must be given at least 21 days’ notice of a motion that is to be passed by a special resolution (whether it be at an Annual General Meeting or a Special General Meeting).
The notice must include:
The rules must set out the produce to be followed at general meetings.
We don't need information from you to produce this rule.
The rule produced by this app will set out the following procedure:
Your association must decide whether it will allow proxy votes at general meetings. If your association allows proxy voting, it may choose the timeframe for proxy forms to be received by the Secretary. In choosing the timeframe, you should make sure you give enough time from a practical perspective for the proxy forms to be reviewed before the meeting (ideally, a time frame of not less than 48 hours before the meeting would be reasonable).
Proxy forms must be received by the Secretary (in the form approved by the Committee, if any) [%%proxy-days%%] day(s) before a meeting.
Your association must also decide on a quorum for a general meeting. The quorum is the minimum number of members that must be present before a general meeting can be held.
To make sure decisions can be made, it’s generally better for the quorum percentage to be reasonably low (for example, 10%). However, it’s also important that the quorum requirement is enough to make sure a sufficient number of members are present at a general meeting before decisions are made.
For these reasons, we recommend the quorum be 10% of voting members, but also that the quorum be at least three members.
The rules produced by this app allow you to select the quorum percentage, but also provide that the quorum must be three members or more.
A member is entitled to, subject to certain restrictions found in your rules, inspect the rules, general meeting minutes, relevant documents and the members register at a reasonable time. ‘Relevant documents’ includes documents such as financial records, contracts and asset records of the association.
If a member asks to inspect the register of members, the association must allow this in a reasonable time.
The rules produced by this app set out who keeps custody of records and the circumstance when members may have access to certain documents.
In special circumstances the association may refuse a member’s request to inspect or get copies of relevant documents, or provide only limited access. ‘Special circumstances’ could include where a member has had threats made against them by another member or where some other harm or danger is linked to a member’s details being available on the register. If a member disagrees with the decision of the association or the Secretary to restrict access to the association’s documents, they can apply to Victorian Civil and Administrative Tribunal (VCAT) for a review of the decision.
Your rules may include a procedure for disciplining members.
If you include a procedure for disciplining members, this must include proper notice to the member being disciplined, an opportunity for them to be heard and the decision-maker must be impartial and unbiased.
If the association doesn’t intend or want to take disciplinary action against members, the rules should say this.
The association and the people involved in a disciplinary procedure may still be able to take court action.
We recommend that your rules include provisions governing the discipline of members.
The rules must include the procedure for settling disputes between the association and any members or between a member and another member.
The procedure must give each party to the dispute an opportunity to be heard on the matter and must make sure the outcome of the dispute is decided by an unbiased decision maker.
The rules produced by this app provide for an initial negotiation period where the parties to the dispute may attempt to reach a resolution. If that procedure is not successful, the rules provide for a process by which an unbiased mediator is appointed and a mediation conference held. The mediator doesn’t have to be a professional mediator, but it can be a good idea to use a professional mediator. If the internal grievance procedure is unsuccessful, the people involved in the dispute and the association may still be able to take action in court.
The rules must state how the association will source its funds. This may include fees paid by members, grants and donations, and proceeds from the sale of products or materials.
The rules must also provide for how the association’s funds will be managed.
The rules generated by this app provide that:
The common seal (also known as a company seal or corporate seal) is one way for an association to execute documents. The seal itself is usually a rubber stamp with the name and incorporation number of the association. Associations may allow for documents to be executed on behalf of the association either by the use of a common seal witnessed by committee members or by signature of those committee members.
Your association can choose whether to use a common seal. Seals are rarely, if ever used. We recommend that you don’t adopt a common seal unless you have a specific reason to do so.
The rules produced by this app don't provide for a common seal for the association.
The rules produced by this app will set out the process to change the association’s rules, including adding and removing rules.
An association’s rules can only be changed by special resolution at a general meeting of members. A simple statement that the rules of the association may be changed by special resolution at a general meeting of the association is sufficient.
Remember: to pass a special resolution, 75% of votes cast by members present at a meeting and eligible to vote must be in favour of the resolution.
As mentioned already, there are extra notice requirements when a special resolution is proposed. For more information on changing your rules, see our fact sheets on changing rules.
The rules must set out what will happen to the association’s surplus assets if it is wound up or dissolved.
Surplus assets of a not-for-profit association must not be distributed to any member or former member of the association. The rules generated by this app suit a not-for-profit association, so they provide for this.
If your association plans to apply for registered charity status, your rules will need to specify that on winding up, any surplus assets can only be distributed to another charity. Similarly, if your association wants people to get tax deductions on donations they make to your association, and plans to apply for deductible gift recipient (DGR) status, your rules will need to specify that on winding up, surplus assets can only be distributed to another entity to which tax deductible gifts can be made.
The winding up clause produced by this app will not be appropriate for associations that are endorsed as a DGR and not registered charities. These associations should seek legal advice for this clause.
The rules may provide how notices are to be given to (and received by) committee members, members, and the association.
Remember – these rules must be approved by Consumer Affairs Victoria before your association may use them. You can also search Consumer Affairs Victoria’s website for the page about Rules as it outlines how to submit rules for approval.
Note: The information in Justice Connect’s Rules Tool is not legal advice. You might need legal advice on your particular situation. The rules produced by this tool may only be used for personal use or non-commercial use within a not-for-profit organisation. The rules produced by this tool is based on the answers you have provided and Justice Connect hasn’t considered your organisation’s particular legal structure, needs or operations. You should seek legal advice if you are not sure whether the rules produced by this tool meets the needs of your organisation.
Incorporated under the Associations Incorporation Reform Act 2012 (Vic) (the Act)
The purposes of the association are:
The association has the legal capacity of an incorporated body.
The association has power to do anything incidental or conducive to achieve its purposes.
The association may only:
for its purposes.
The association must not distribute any surplus, income or assets directly or indirectly to its members.
This rule does not prevent the association from paying its members:
if this is done in good faith on terms no more favourable than if the member were not a member.
Anyone who supports the purposes of the association can apply to join the association as a member.
To join the association, the prospective member must:
A person may apply to join the association as a member by writing to the Secretary and paying the first year’s annual subscription fee.
In these rules, writing includes email and other correspondence in electronic form.
Applications for membership of the association must be in the form approved by the Committee (if any).
The Committee can approve or reject a membership application. If the Committee rejects a membership application, it is not required to give reasons for that decision, but it must return the annual subscription fee paid by the applicant (if there is an annual subscription fee) and write to the person to tell them their membership application has been rejected. The Committee must consider applications for membership of the association and notify the applicant of its decision as soon as practicable.
A person becomes a member when the Secretary adds the person’s name and address to the members' register.
The association must inform the person when their membership has started, and whether they have to pay any annual subscription fee (which will be calculated in proportion to the remaining Financial Year at the time they become a member). That fee (if any) must be paid within the time specified by the Committee.
The Committee can set or change joining fees and annual subscription fees for members.
Members must pay the annual subscription fee (if any) within the time specified by the Committee. If a member does not pay in time, their membership is suspended until the annual subscription fee is paid. When membership is suspended, a member cannot exercise their members’ rights such as voting at the Annual General Meeting.
The association does not require any fees, subscriptions or other payments from members.
Members have rights, obligations and liabilities as set out in the Act and in these rules.
A member of the association who is entitled to vote has the right to:
The rights of a member are not transferable and end when membership stops.
Each member’s liability is limited to payment of that member's joining and annual subscription fees (if any).
Members can stop being a member of the association at any time by notice in writing to the Secretary.
A member stops being a member if:
When a membership ends, the association will not refund any subscription fees already paid. Once a member stops being a member, the Secretary must remove information from the register of members within 14 days in accordance with the Act.
Writing includes email and other correspondence in electronic form.
The association is governed by a management committee (Committee) that is made up of committee members elected in accordance with these rules.
The Committee is responsible for management of the association and can exercise all powers and functions of the association (consistently with these rules and the Act), except for powers and functions that the members are required to exercise at a general meeting (under these rules or the Act).
The Committee can delegate any of its powers and functions to a committee member, a sub-committee, a staff member or a member, other than the power of delegation or a duty imposed on the Committee by the Act or under any other law.
The delegation must be in writing, may be subject to any conditions or limitations that the Committee considers appropriate and can be revoked in whole or in part by the Committee in writing.
Among its other responsibilities, the Committee is responsible for making sure:
The Committee is made up of the following committee members:
Committee members are elected by members of the association at each Annual General Meeting (AGM) and may be elected at a Special General Meeting (SGM) in accordance with these rules.
A member is eligible to be elected or appointed as a committee member if the member:
The AGM or SGM must by resolution decide how many ordinary committee members (if any) it wishes to elect.
Each of the office bearer positions must be elected separately.
If the AGM or SGM decides to elect any ordinary committee members, those positions must be elected together.
Nominations for each position can be made by notifying the Secretary up to 48 hours before the meeting.
The chair of the meeting can accept additional nominations at the meeting.
Candidates may nominate themselves. Candidates may be nominated by another member, if they consent.
If the number of candidates for a position is fewer than the number to be elected:
If the number of candidates for a position is equal to the number to be elected, the chair of the meeting must declare those candidates elected.
If there are more candidates for a position than the number to be elected, a ballot must be held as set out below.
The chair of the meeting must appoint a returning officer to conduct the ballot (who may be the chair of the meeting).
The candidates may each make a short speech in support of their election.
An election is usually conducted by show of hands, but can be held by secret ballot if requested by a member or the chair.
The returning officer must give:
a blank piece of paper for each ballot (or, for those present through the use of technology, an equivalent means of registering their vote).
For each ballot, voters must:
Ballot papers that do not comply with these requirements are informal (not valid).
Each formal ballot paper where the name of a candidate has been written down counts as one vote for that candidate.
The returning officer must declare elected the number of candidates to be elected who receive the most votes, subject to the requirement below.
If two or more candidates receive the same number of votes, and not all of those candidates are to be elected, the returning officer must decide by lot which is to be elected.
As soon as practicable after being elected or appointed to the Committee, each committee member must become familiar with these rules and the Act.
The Committee is collectively responsible for ensuring that the association complies with the Act.
Committee members and former committee members must not make improper use of:
so as to gain an advantage for themselves or any other person or to cause detriment to the association.
In addition to any duties imposed by these rules, a committee member must perform any other duties imposed from time to time by resolution at a general meeting.
This rule does not apply to a material personal interest:
Subject to these rules:
The Secretary must be at least 18 years of age, be resident in Australia and consent to being appointed as Secretary.
The Secretary must perform any duty or function required under the Act or these rules to be performed by the Secretary.
A committee member stops being on the Committee if they:
If a committee member stops being on the Committee before the end of their term in accordance with these rules, the Committee can appoint a member of the association to fill the vacancy on the Committee until the next AGM. If the position of Secretary is vacant for any reason, the Committee must appoint a new Secretary within 14 days.
The Committee may act despite any vacancy in its membership.
The Secretary must give seven days’ written notice of a committee meeting to committee members unless the meeting is an urgent meeting.
At an urgent meeting, only the business for which the meeting was called may be conducted.
The Committee can decide how often it meets.
A special committee meeting may be convened by the President or by a majority of committee members.
As long as everyone can hear and communicate clearly at the same time, committee meetings may be held at more than one place using technology (such as telephone or video conferencing).
The President is entitled to chair committee meetings.
If the President is not present, or does not wish to chair the meeting, the Deputy President is entitled to chair.
If neither the President nor the Deputy President is present, or if neither wishes to chair the meeting, the Committee must elect another committee member to chair.
Each committee member has one vote.
There is no voting by proxy.
The chair of the meeting does not have a casting vote.
If an equal number of votes are cast for and against a motion or amendment, the chair of the meeting must declare the motion or amendment lost.
Subject to these rules, the procedure to be followed at a committee meeting must be determined from time to time by the Committee.
No business may be conducted at a committee meeting unless a quorum is present.
The majority (more than half) of committee members must be present (either in person or through the use of technology) for the meeting to be validly held (the quorum).
If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting:
The association must hold an AGM within five months of the end of the association’s Financial Year or such other time as permitted by law.
The Committee determines the date, time and place of the AGM.
The ordinary business of the AGM is to confirm the minutes of the previous AGM, receive and consider reports and statements on the previous Financial Year, and elect committee members.
The AGM may also conduct any other business of which notice has been given in accordance with these rules.
This request for a SGM must:
If the Committee does not convene a SGM within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.
A SGM convened by members must:
The association must reimburse all reasonable expenses incurred by the members convening a SGM.
Notice of the date, time and place of a general meeting must be provided to members at least 14 days (or 21 days if a special resolution is proposed) before the meeting in writing to each member’s postal or email address listed on the members register.
Notices of general meetings must include all proposed matters to be dealt with at that meeting.
If a special resolution is proposed, the notice must also include:
As long as everyone can hear and communicate clearly at the same time, general meetings may be held at more than one place using technology (such as telephone or video conferencing).
The President is entitled to chair general meetings.
If neither the President nor the Deputy President is present, or if neither wishes to chair the meeting, the meeting must elect another member to chair.
Votes must be held by a show of hands or written ballot, or another method determined by the chair that is fair and reasonable in the circumstances. If a vote is held initially by show of hands (or any other method determined by the chair), any member may request a vote be held again by written ballot. A ballot must be conducted in accordance with the procedure determined by the chair.
A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.
For the purposes of this rule, a member participating in a general meeting through the use of technology as permitted under these rules is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
Subject to the Act and these rules, each member has one vote on any question arising at the meeting.
Decisions at a general meeting must be made by majority vote (subject to the provisions in these rules regarding special resolutions).
A special resolution is passed if at least 75% of the members voting at a general meeting vote in favour of the resolution.
No business may be conducted at a general meeting unless a quorum is present.
The chair may adjourn the meeting if a quorum is not reached within 30 minutes of the meeting start time, or if there is not enough time at a meeting to address all business. Notice of the date, time and place of the adjourned meeting must be sent to members as soon as practicable after the meeting. This notice does not have to comply with time for notice requirements, unless the adjourned meeting is more than 21 days after the original meeting date.
No business may be conducted at an adjourned meeting, other than the business that remained unfinished when the meeting was adjourned.
Members may vote by proxy at general meetings.
Members may not vote by proxy at general meetings.
The Treasurer must keep custody of the financial records of the association for the current Financial Year and any other financial records as authorised by the Committee. The Secretary must keep custody of all books, documents and securities of the association (other than the financial records held by the Treasurer in accordance with these rules).
The Secretary must keep and maintain a register of members in accordance with the Act.
If a member asks to inspect the register of members, the association must allow this in a reasonable time. Note that, in certain circumstances, the association may withhold personal member information.
A member can write to the Secretary asking for copies of these documents (with the exception of the members register). The association must provide copies of records of the association (other than the members' register) if a member requests copies in accordance with these rules (and unless the association is permitted to refuse the request in accordance with these rules). The association can charge a reasonable fee for providing copies.
Subject to the Act, the association can refuse a request to inspect or get copies of relevant documents, or provide only limited access, if the documents contain confidential, personal, employment, commercial or legal matters, or if granting the request would breach a law or may cause damage or harm to the association.
Subject to the Act, members cannot inspect or get copies of committee meeting minutes or parts of the minutes, unless the Committee specifically allows it.
Members can write to the Secretary to ask that the Secretary restrict access to their details on the members register if they have special circumstances. The Secretary will decide if there are special circumstances, and must write to the member outlining their decision.
The Committee can discipline a member of the association if it considers the member has breached these rules or if the member’s behaviour is causing (or has caused) damage or harm to the association.
The Committee must write to the member to tell them why disciplinary action is proposed to be taken.
The Committee must arrange a disciplinary procedure that meets these requirements:
The outcome of a disciplinary procedure can be the temporary suspension or the expulsion of the member. The association cannot fine a member.
Despite any other provision in these rules, a member whose membership has been suspended in accordance with the disciplinary procedure in these rules is not eligible to be elected or appointed as a committee member and is not entitled to vote at a general meeting.
The association cannot take disciplinary action against members of the association.
If there is a dispute between a member and another member, a member and the association, or a member and the Committee, the parties involved must first attempt to resolve the dispute between themselves for at least 14 days from the date the dispute is known to all parties involved (Negotiation Period).
If the dispute can’t be resolved between the people involved within the Negotiation Period, the following grievance procedure must be followed:
If the grievance procedure does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
The association may derive or generate funds from joining and annual subscription fees, donations, grants, fundraising, interest, and any other sources approved by the Committee.
Cheques, EFT transfers or cash payments made from the association’s funds must be authorised by two committee members in writing.
All other financial transactions (including credit card payments) must be authorised by two members of the Committee.
Financial records must be kept and stored for seven years.
The association does not have a common seal.
Subject to the Act, these rules may be changed, added to, or replaced only by special resolution of the association’s members at a general meeting.
To wind up the association, the members must vote for this by special resolution at a general meeting.
If the association is wound up, any surplus assets must not be distributed to the members or former members of the association unless the member or former member is an organisation which is described below.
Subject to the Act, any other applicable Act and any Court order, any surplus assets must be distributed to one or more organisations which is prohibited from making distributions to its members to at least the same extent as the association.
Subject to the Act, any other applicable Act and any Court order, any surplus assets must be distributed to one or more organisations which is a registered charity and is:
The decision as to the charity or charities to be given the surplus assets must be made by a special resolution of members at or before the time of winding up. If the members do not make this decision, the association may apply to the Supreme Court of Victoria to make this decision.
Subject to the Act, any other applicable Act and any Court order, if the association is wound up or its endorsement as a deductible gift recipient is revoked (whichever occurs first), any surplus:
must be given or transferred to another fund, authority or institution which is a registered charity and:
such fund, authority or institution to be determined by the members of the association at or before the winding up and in default, by application to the Supreme Court of Victoria for determination.
Members must give the association their address for notices, and any change in that address.
The address for notices may include an email address.
The association must enter any change in the address of a member in the register of members without delay.
Notice may be given to a member by sending it to the address last given by the member.
Notice may be given to the association or the Committee by sending the notice by post to the registered address, or, if the Committee determines that it is appropriate in the circumstances, by email to the email address of the association or the Secretary.
In these rules a period of notice of a meeting expressed in days does not include:
Notices sent by post are taken to have been given on the 4th day after posting that is not a Saturday, Sunday or public holiday at that address.
Notices sent by email are taken to have been given on the first day after sending that is not a Saturday, Sunday or public holiday at that address.
In this rule, ’member’ includes a committee member.
This constitution was produced using a template tool created by Justice Connect. For more information see www.nfplaw.org.au.
Produced on [%%date%%].