Skip to content
Not-for-profit Law
VIC Rules Tool
Back

"*" indicates required fields

Step 1 of 41

2%

VIC Rules Tool

Justice Connect’s Not-for-profit Law

To use this tool, you must agree to our disclaimer and privacy policy.

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 constitution produced by this tool may be reproduced or edited by your not-for-profit organisation without attribution. Other than the above, all other aspects of the disclaimer apply. The content is legal information only and not legal advice. The content of this tool was last reviewed in May 2024.

Disclaimer and privacy policy question*

Before you start using this tool

Please fill in your contact details.

  • How we use and what we do with your personal and other information

    We will not disclose the contents of this form, but may use de-identified information when reporting on the types of organisations accessing this template. We may also use the contents of this form if we need to contact you directly about this tool. Justice Connect’s Privacy Policy contains important information about how we collect, use, disclose and store your personal and other information. It also contains information about how you can access and request correction of information we hold about you, how you may complain about a breach of the Australian Privacy Principles and how we will deal with any privacy complaint.

Name*
Previous

The association’s name

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 name of the association is [%%association-name%%].
Previous

The association’s purposes

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’.

Previous

The association’s purposes

ACNC and charitable purposes

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.

Previous

The association’s purposes

Tax issues

Some associations will be eligible for state or federal tax concessions. You can find more information in our resources on 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 for 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. Find more information on DGR in our DGR Guide.

Previous

The association’s purposes

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’.

Previous

Now we will take you through the key clauses of the association's constitution

Previous

The association’s powers

We don’t need information from you to produce this rule.

The rules produced by this tool 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.

Previous

Use of the association’s income and assets

We don’t need information from you to produce this rule.

The rules produced by this tool 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 resources on what not-for-profit means.

Previous

Financial year

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).

Previous

Members

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 apply for from the ATO 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 membership to be subject to 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 the federal, and state and territory level in Australia. These laws may apply to your organisation. There is information in our resources on the discrimination laws in each state and territory.

If there are no special requirements for membership, your rules should also make that clear.

Who can apply to join the association as a member?*
Previous

Membership classes and applications

We don’t need information from you to produce this rule.

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 tool will provide that:

  • membership applications must be made in writing, and
  • there is one membership class (so all members have equal voting rights)
Previous

Membership fees

If your association chooses not to have joining or membership fees, the rules produced by this tool 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 tool will set out a procedure for setting fees.

Will your association charge any fees?*
Previous

Members’ rights, obligations and liabilities

We don’t need information from you to produce this rule.

Your association’s rules must set out the members’ rights, obligations and liabilities.

The rules produced by this tool will provide that members have the rights and liabilities that are set out in theAssociations Incorporation Reform Act 2012(Vic) (the law that applies to incorporated associations in Victoria).

Previous

Ending membership

We don’t need information from you to produce this rule.

Your association’s rules must set out how membership of the association will end.

The rules produced by this tool 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.

Previous

The Committee and its responsibilities and functions

An association’s managing body is usually called a committee (it may also be called a ‘board’). The rules produced by this tool will refer to the managing body as ‘the Committee’.

Your association’s rules must:

  • identify the membership of the committee. Generally, there are two types of committee members: ‘office bearers’ and ‘ordinary members of the committee’. The ‘office bearers’ of an association are usually called the President, Deputy President, Treasurer and Secretary. While all committee members have duties relating to governance of an association, the office bearers may have additional obligations as set out in your rules and the Associations Incorporation Reform Act 2012 (Vic) (the law that applies to incorporated associations in Victoria) – such as the management of finances or the chairing of meetings

  • set out a process for appointing members of the committee (separate provisions can apply to office bearers and ordinary committee members)

  • include the period of time (term of office) that committee members hold their position, and

  • set out who is responsible for making and keeping accurate minutes of meetings (members' general meetings and committee meetings) and for keeping custody of records, securities and other relevant association documents

We don’t need information from you to produce this rule.

The rules produced by this tool will:

  • set out the Committee’s powers, responsibilities and functions and

  • provide that the Committee may delegate those powers to another person or a sub-committee
Previous

Who is on the Committee?

We don’t need information from you to produce this rule.

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 rules produced by this tool will provide that:

  • the Committee is made up of the President, the Deputy President, the Treasurer, the Secretary and up to five ordinary committee members, and

  • the committee members may be elected by members of the association at a general meeting of the members, including the Annual General Meeting (AGM) or at a Special General Meeting (SGM)

Previous

How is the Committee elected?

We don’t need information from you to produce this rule.

The rules produced by this tool will provide that:

  • Committee members may be elected at an Annual General Meeting (AGM) or a Special General Meeting (SGM)

  • nominations for each position can be made to the secretary up to 48 hours before the meeting

  • the chair of the meeting can accept additional nominations at the meeting

  • if the number of candidates for a position is fewer than or equal to the number to be elected, the chair will declare elected those candidates who have been nominated

  • the Committee may fill remaining vacancies by appointing members of the association to fill the vacancies until the next AGM. If the position of Secretary is vacant for any reason, the Committee must appoint a new Secretary within 14 days

  • if there are more candidates for a position than the number to be elected, a ballot (election) must be held, and

  • if an election is necessary, it will usually be conducted by show of hands, but can be held by secret ballot if requested by a member or the chair


This tool will produce a rule that at each AGM at least half of the committee members must retire from their roles.
Previous

General duties of committee members

We don't need information from you to produce this rule. 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:

  • with reasonable care and diligence

  • in good faith in the best interests of the association, and

  • for a proper purpose

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:

  • their position, or

  • information acquired by virtue of holding their position,

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.

Previous

Conflict of interest

We don’t need information from you to produce this rule.

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:

  • must not be present while the matter is being considered at the committee meeting, and

  • must not vote on the matter

You can find more information about committee members’ duties in our Duties Guide.

Previous

Term of office

We don’t need information from you to produce the rules about term of office and re-election.

The rules produced by this tool will provide:

  • at each Annual General Meeting (AGM), at least half of the committee members must retire from their role
  • the committee members who must retire will be the committee members who have been longest in office since last being elected
  • where committee members were elected on the same day, the committee members to retire will be decided by lot (by random selection, such as by drawing straws) unless they agree otherwise
  • a committee member who retires under this rule may nominate for election or re-election
  • other than a committee member appointed to fill a vacancy, a committee member’s term of office starts at the end of the AGM at which they are elected and ends at the end of the AGM at which they retire

  • each committee member must retire at least once every two years, and 

  • committee members can be re-elected for a maximum overall term of eight years


Why have we taken this approach?

This tool produces rules with terms of office, maximum terms and rotational retirement so that the rules:

  • comply with the Associations Incorporation Reform Act 2012 (Vic)
  • encourage stability by reducing the risk of having to replace all committee members at the same time and losing knowledge and experience, and
  • help the association benefit from new ideas that come from being able to bring in new people with a range of skills, experiences and backgrounds
Previous

The Secretary

We don’t need information from you to produce this rule.

The rules produced by this tool will provide that the Secretary must:

  • be at least 18 years of age, be resident in Australia and

  • perform any duty or function required under the Associations Incorporation Reform Act 2012 Act (Vic) (the law that applies to incorporated associations in Victoria) or these rules

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.

Previous

Committee member resignations, removal and casual vacancies

The rules must cover:

  • the reasons when a committee member stops being on the Committee, and

  • how the association temporarily appoints a member of the association to fill a vacancy

We don’t need information from you to produce this rule.

The rules produced by this tool will provide that a committee member stops being on the Committee if they:

  • stop being a member of the association

  • fail to attend three consecutive committee meetings (other than special or urgent committee meetings) without leave of absence granted by the Committee
  • resign by writing to the Committee or Secretary
  • are removed by a special resolution of members
  • become insolvent
  • become a represented person under the Guardian and Administration Act 2019 (for example, they suffer a brain injury)
  • die, or
  • in the case of the Secretary, if the Secretary ceases to reside in Australia

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.

Previous

Calling committee meetings

The rules of your association should outline when and how the Committee will meet, including:

  • how committee meetings are called

  • who chairs committee meetings

  • how committee meetings operate, and

  • the quorum (minimum number of members that must be present) for committee meetings

We don’t need information from you to produce this rule.

The rules produced by this tool 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.

Previous

Committee meetings procedure

Your rules must outline how committee meetings are to be run, including the quorum requirement.

The rules produced by this tool provide that:

  • meetings may be held using technology (such as phone or video conferencing)

  • the Committee must elect a chair if the President or Deputy President isn’t present or doesn’t wish to chair

  • each committee member has one vote

  • there is no voting by proxy, and

  • the chair of the meeting does not have a casting vote

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.

What does your organisation want to make the quorum for committee meetings?*

At least [%%committee-quorum%%]% of Committee Members must be present (either in person or through the use of technology) for the committee meeting to be validly held (the quorum).

Previous

General meetings

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.

We don’t need information from you to produce this rule.

The rules produced by this tool 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.

Previous

Calling a Special General Meeting

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 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 or otherwise whenever it thinks fit.

Previous

Notice of General Meetings (including special resolutions)

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.

We don’t need information from you to produce this rule.

The rules produced by this tool provide that:

  • a minimum of 14 days written notice must be given to members of all general meetings, whether they are Annual General Meetings or Special General Meetings, and

  • notices of general meetings must include all proposed matters to be dealt with at that meeting

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 tool 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 of meeting must include:

  • the date, time and place of the meeting (or that it's being held by technology)

  • the full proposed resolution, and

  • a statement whether the motion is being proposed as a special resolution

Previous

General meetings procedure

The rules must set out the procedure to be followed at general meetings.

We don't need information from you to produce this rule.

The rule produced by this tool will set out the following procedure:

  • general meetings may be held using technology (such as phone or video conferencing)

  • the meeting must elect a chair if the President or Deputy President isn’t present or doesn’t wish to chair

  • each member has one vote on any question raised at the meeting

  • votes must be held by a show of hands or written ballot, or another method determined by the chair. 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, and

  • the chair of the meeting does not have a casting vote

Proxy voting

Your association must decide whether it will allow proxy votes at general meetings. A proxy vote is a vote cast by someone else (ie. another member or the chair) on behalf of a member that is not present at the meeting. If your association allows proxy voting, it may choose the format and 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).

Will your association allow proxy voting?*

Proxy forms must be received by the Secretary (in the form approved by the Committee, if any) [%%proxy-days%%] day(s) before a meeting.

Previous

Quorum for general meetings

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 tool allow you to select the quorum percentage, but also provide that the quorum is the percentage you select or three members, whichever is higher.

Quorum is [%%quorum-A%%]% of the members or any three members of the associations (whichever is higher).
Quorum is [%%quorum-B%%]% of the members or any three members of the associations (whichever is higher).
Previous

Custody of documents and members’ access to documents

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.

We don't need information from you to produce this rule.

The rules produced by this tool 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.

Previous

Disciplining members

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.

Does your association want to include a procedure for disciplining members?*
Previous

Resolving disputes

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.

We don't need information from you to produce this rule.

The rules produced by this tool 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, unless the dispute is between a member and the committee or the association. 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.

Previous

Funds

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.

We don't need information from you to produce this rule.

The rules generated by this tool provide that:

  • the committee may approve expenditure on behalf of the association, subject to any restrictions imposed by a general meeting of the association 
  • cheques, EFT transfers or cash payments must be authorised by two members of the Committee in writing,
  • all other financial transactions (including credit card payments) must be authorised by two members of the Committee, and
  • financial records must be kept and stored for seven years
Previous

Common seal

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 tool don't provide for a common seal for the association.

Previous

Changing the rules

We don't need information from you to produce this rule.

The rules produced by this tool 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.

Previous

Winding up the association

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 tool 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 have a special winding up and DGR revocation clause. 

The winding up clause produced by this tool will not be appropriate for associations that are endorsed as a DGR and are not registered charities. These associations should seek legal advice for this clause.

The winding up clause produced by this tool will only be appropriate for associations that are (or intend to be) wholly endorsed as a DGR. Associations which are endorsed for the operation of a fund, authority or institution should seek legal advice for this clause. 

Will your association apply for registered charity status or DGR status?*
Previous

Notices

The rules may provide how notices are to be given to (and received by) committee members, members, and the association.

We don't need information from you to produce this rule.

The rules produced by this tool will provide that:

  • notices may be given to a member by sending it to the member at the address last given by the member, and
  • notices 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
Previous

Interpretation

We don't need information from you to produce this rule.

The rule produced by this tool will clarify that references to 'writing' in the rules includes email and other correspondence in electronic form.

Previous

Okay, all done!

To download your customised constitution, click the submit button.

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 are 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.

Tell us about your experience

Rules

Incorporated under the Associations Incorporation Reform Act 2012 (Vic) (the Act)

1 The association’s name

2 The association’s purposes

The purposes of the association are:

3 The association’s powers

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:

  • exercise its powers; and
  • use its income and assets (including any surplus),

for its purposes.

4 Use of the association’s income and assets

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 a member of the association reimbursement for expenses properly incurred by them or for goods supplied and services provided by the member, if this is done in good faith on terms no more favourable than if the member were not a member; or
  • distributing any surplus, income or assets in accordance with rule 32 (Winding up the association) and, if applicable, 32A (Revocation of deductible gift recipient endorsement).

5 Financial year

6 Members

The association must have at least five members.

Anyone who supports the purposes of the association and agrees to comply with these rules can apply to join the association as a member.

To join the association, the prospective member must:

7 Membership applications

A person may apply to join the association as a member by:

  • writing to the Secretary stating the person wishes to become a member, supports the purposes of the association and agrees to comply with the rules; and
  • paying the first year’s annual subscription fee to the association (if any).

The application must be signed by the applicant. This requirement may be met by electronic signature.

The Committee must consider applications for membership of the association and notify the applicant of its decision as soon as practicable.

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 for the purposes of the Act, 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.

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.

8 Membership Fees

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 rights as a member such as voting at a general meeting.

8 Membership Fees

The association does not require any fees, subscriptions or other payments from members in their capacity as a members.

9 Members’ rights, obligations and liabilities

Members have rights, obligations and liabilities as set out in the Act and any regulations made under it and in these rules.

A member of the association who is entitled to vote has the right to:

  • receive notice of general meetings and of proposed special resolutions;
  • submit items of business for consideration at a general meeting;
  • attend and be heard at general meetings;
  • vote at general meetings;
  • have access to the minutes of general meetings and other documents of the association; and
  • inspect the register of members,

in the manner and within any timeframe set out in these rules.

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).

10 Ending membership

A member stops being a member if:

  • the member resigns as a member at any time by giving notice in writing to the Secretary;
  • the member is expelled in accordance with the disciplinary procedures set out in these rules (if any);
  • the member dies;
  • the member's annual subscription is more than 12 months in arrears; or
  • where no annual subscription is payable:
    • the Secretary has made a written request to the member to confirm they wish to remain a member; and
    • the member has not, within three months after receiving that request, confirmed in writing that they wish to remain a member.

When a membership ends, the association will not refund any subscription fees already paid (if any).

If a person stops being a member, the Secretary must, as soon as practicable, enter the date the person stopped being a member in the members' register.

11 The Committee

The association is governed by a management committee (Committee) that is made up of committee members elected in accordance with these rules (Committee Members).

12 The Committee’s responsibilities and functions

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:

  • accurate minutes of general meetings and committee meetings of the association are made and kept;
  • any material personal interest disclosed at a committee meeting is recorded in the minutes of that committee meeting; and
  • all records, securities and relevant documents (as defined in the Act) of the association are kept properly and in accordance with these rules.

13 The Committee Members

The Committee is made up of the following Committee Members:

  • the President, the Deputy President, the Treasurer, and the Secretary (the Office Bearers); and
  • up to five ordinary members of the Committee or such other number approved by members at a general meeting.

Committee Members are elected by members 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:

  • is at least 18 years of age; and
  • is entitled to vote at a general meeting of the association.

14 Election of the Committee

The AGM or SGM must by resolution decide how many ordinary Committee Members (if any) it wishes to sit on the Committee.

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 the member also consents to the nomination.

If the number of candidates for a position is fewer than the number to be elected:

  • the chair of the general meeting must declare elected those candidates who have been nominated; and
  • the Committee may fill the remaining vacancies in accordance with the rule about 'Committee Member resignations, removal and casual vacancies'.

If the number of candidates for a position is equal to the number to be elected, the chair of the general 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:

  • each member present in person or by representative, and
  • each proxy validly appointed by a member,

a blank piece of paper if the election is held in person (or, for those present through the use of technology, an equivalent means of recording their vote).

For each ballot, voters must:

  • indicate the candidate or candidates they wish to vote for, including (if not already listed) writing the names of those candidates; and
  • not write down the names of more candidates than the number to be elected in that ballot.

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.

15 General duties of Committee Members

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 must exercise their powers and discharge their duties:

  • with reasonable care and diligence;
  • in good faith in the best interests of the association; and
  • for a proper purpose.

Committee Members and former Committee Members must not make improper use of:

  • their position; or
  • information acquired by virtue of holding their position,

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 of the association.

16 Conflict of interest

A Committee Member who has a material personal interest in a matter being considered at a committee meeting must disclose the Committee Member's position and nature and extent of that interest to the Committee and at the next general meeting of members of the association.

The Committee Member:

  • must not be present while the matter is being considered at the committee meeting; and
  • must not vote on the matter at a committee meeting.

This rule does not apply to a material personal interest:

  • that exists only because the Committee Member belongs to a class of persons for whose benefit the association is established; or
  • that the Committee Member has in common with all, or a substantial proportion of, the members of the association.

The Committee may keep a conflict of interest register.

17 Term of office

Subject to these rules:

  • at each AGM, at least half of the Committee Members must retire from their role
  • the Committee Members who must retire will be the Committee Members who have been longest in office since last being elected
  • where Committee Members were elected on the same day, the Committee Members to retire will be decided by lot unless they agree otherwise
  • a Committee Member who retires under this rule may nominate for re-election
  • other than a Committee Member appointed to fill a vacancy, a Committee Member’s term of office starts at the end of the AGM at which they are elected, and ends at the end of the AGM at which they retire
  • each Committee Member must retire at least once every two years; and
  • Committee Members can be re-elected for a maximum overall term of eight years.

18 The Secretary

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, including maintaining the members' register.

19 Committee Member resignations, removal and casual vacancies

A Committee Member stops being on the Committee if they:

  • stop being a member of the association;
  • fail to attend three consecutive committee meetings (other than special or urgent committee meetings) without leave of absence granted by the Committee;
  • resign by writing to the Committee or the Secretary;
  • are removed by a special resolution of members of the association;

  • become 'insolvent under administration' (as the term is defined in section 38 of the Interpretation of Legislation Act 1984 (Vic));
  • become a 'represented person' (under the Guardianship and Administration Act 2019) (Vic);
  • die;
  • otherwise stop being a Committee Member by operation of section 78 of the Act; or
  • in the case of the Secretary, if the Secretary stops residing in Australia.

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.

20 Calling committee meetings

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.

21 Committee meetings procedure

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 present at the meeting 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 committee 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:

  • in the case of a special committee meeting convened by the President or a majority of Committee Members, the meeting lapses; or
  • in any other case, the meeting must be adjourned to a date no later than 14 days after the adjournment and notice of the time, date and place to which the committee meeting is adjourned must be given in accordance with these rules.

22 General meetings

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 general meeting;
  • receive and consider reports and statements on the previous Financial Year;
  • determine how many ordinary Committee Members are to be elected;
  • elect Committee Members; and
  • determine the process for setting the annual subscription fee (if any).

The AGM may also conduct any other business of which notice to the Committee Members has been given in accordance with these rules.

23 Calling a Special General Meeting

This request for a SGM must:

  • be in writing;
  • state the business to be considered at the meeting and any resolutions to be proposed;
  • include the names and signatures of the members requesting the meeting; and
  • be given to the Secretary.

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 SGM.

A SGM convened by members must:

  • be held within three months after the date on which the original request was made to the Secretary; and
  • only consider the business stated in that request.

The association must reimburse all reasonable expenses incurred by the members convening a SGM.

24 Notice of general meetings (including special resolutions)

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:

  • the full proposed resolution; and
  • a statement of the intention to propose the resolution as a special resolution.

25 General meetings procedure

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 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 meeting must elect another member to chair.

The chair of the meeting does not have a casting vote.

Votes must be held by:

  • a show of hands;
  • 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.

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.

No business may be conducted at a general meeting unless a quorum of members entitled to vote under these rules is present (either in person or through the use of technology).

Members may vote by proxy at general meetings.

The appointment of a proxy must be in writing and signed by the member making the appointment. The member appointing the proxy may give specific directions as to how the proxy is to vote on their behalf, otherwise the proxy may vote on behalf of the member in any matter as they see fit.

If the Committee has approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member's proxy and that has been signed by the member.

Notice of a general meeting must:

  • state that the member may appoint another member as a proxy for the meeting; and
  • include a copy of any form that the Committee has approved for the appointment of a proxy (if any).

Members may not vote by proxy at general meetings.

26 Custody of documents and members’ access to documents

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.

A member is entitled to, subject to these rules, inspect the following records, books and documents of the association at a reasonable time:

  • these rules;
  • minutes of general meetings of the association; and
  • records and documents that relate to the incorporation and management of the association, including the members' register, financial statements, financial books and records and other records and documents relating to the transactions, dealings, securities, business or property of the association.

If a member asks to inspect the members' register, 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 make available or allow the member to make 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 Committee can refuse a member's request to inspect or get copies of records, 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.

27 Disciplining members

The Committee can discipline a member of the association if it considers the member has breached these rules, is refusing to support the purposes of the association, 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 must be determined by an unbiased decision-maker;
  • the member must have the opportunity to be heard; and
  • the disciplinary procedure must be completed as soon as reasonably practicable.

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.

A member who is the subject of a disciplinary procedure must not initiate a dispute resolution procedure in relation to the matter which is the subject of the disciplinary procedure until the disciplinary procedure has been completed.

27 Disciplining members

The association cannot take disciplinary action against members of the association other than as set out in these rules and the Act.

28 Resolving disputes

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:

  • the party with a grievance must, within 14 days after the Negotiation Period, write to the Committee and any other people affected, and explain their grievance (Grievance Notice);
  • the Committee must, within 14 days after receipt of a Grievance Notice, appoint an unbiased mediator to hear from all the parties involved and try to find a solution;
  • the Committee must give the people involved reasonable notice of the time and place of the mediation, which must be held as soon as practicable after the appointment of the mediator (who must be a mediator accredited under the National Mediator Accreditation System if the dispute is between a member and the Committee or the Association);
  • at the mediation conference, each party must have an opportunity to be heard; and
  • each party must do their best to resolve the dispute.

Any mediation costs are to be paid as agreed between the parties, or otherwise as determined by the Committee.

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.

29 Funds

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.

Subject to any restrictions imposed by a general meeting of the association, the Committee may approve expenditure on behalf of the association

The association may open a bank account to deposit revenue and withdraw expenditure. The Committee may authorise the Treasurer to maintain a petty cash fund for minor and incidental expenses and the withdrawals or deposits must be recorded from this fund.

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 Committee Members.

Financial records of the association must be kept and stored for seven years.

For each Financial Year, the Committee must ensure that the requirements under the Act relating to the financial statements of the association are met.

30 Common seal

The association does not have a common seal.

31 Changing the rules

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.

32 Winding up and cancellation of the association

The members may vote by special resolution at a general meeting to wind up the association or voluntarily cancel its registration.

If the association is wound up or voluntarily cancelled, 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.

The 'surplus assets' of the association are the assets of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up or voluntary cancellation of the association.

Subject to the Act, any other applicable law 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.

The decision as to the organisation to be given the surplus assets must be made by a special resolution of members at or before the time of winding up or voluntary cancellation. 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 law and any court order, any surplus assets must be distributed to one or more organisations which is a registered charity and is:

  • required to pursue charitable purposes similar to, or inclusive of, the purposes of the association;
  • required to apply its income and assets in promoting its purposes; and
  • prohibited from making distributions to its members to at least the same extent as the association.

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 or voluntary cancellation. 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, and any regulations made under it and any other applicable law and any court order, if the association is wound up or voluntarily cancelled, any surplus assets must be given or transferred to another fund, authority or institution which is in each case:

  • charitable at law;
  • required to pursue charitable purposes similar to, or inclusive of, the purposes of the association;
  • required to apply its income and assets in promoting its purposes;
  • prohibited from making distributions to its members to at least the same extent as the association;
  • endorsed as a deductible gift recipient within the meaning of the Income Tax Assessment Act 1997 (Cth); and
  • selected at or before the time by a special resolution of members.

32A Revocation of deductible gift recipient endorsement

Subject to the Act, and any regulations made under it and any other applicable law and any court order, if the association’s endorsement as a deductible gift recipient is revoked (whether or not the association is to be wound up), any surplus:

  • gifts of money or property for the principal purpose of the association;
  • contributions made in relation to an eligible fundraising event held for the principal purpose of the association; and
  • money received by the association because of such gifts and contributions,

held at the time of the revocation must be given or transferred to another fund, authority or institution, which meets all the requirements listed under rule 32. 

33 Notices

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 members' register 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 (as determined by the Committee), 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:

  • the day on which notice is given; or
  • the day on which the meeting is held.

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.

34 Interpretation

In these rules, 'writing' includes email and other correspondence in electronic form.

This constitution was produced using a template tool created by Justice Connect. For more information see www.nfplaw.org.au.

Produced on [%%date%%].

Previous