The constitution of an incorporated association provides the structure for how the association operates. NSW Fair Trading has prepared a Model constitution, which covers the matters required by Schedule 1 of the Associations Incorporation Act 2009 (the Act).
An association may:
- adopt the Model constitution, or
- adopt its own constitution. If an association’s constitution fails to address a matter outlined in Schedule 1, the Model constitution applies for that matter and forms part of the association’s constitution.
An association adopting its own constitution may incorporate provisions from the Model constitution. Information on matters that must be addressed in an association’s constitution (Schedule 1 of the Act) are found in the About the constitution page.
Before adopting the Model constitution, an association should consider its suitability for the association as once it is adopted, it is binding on the association and its members as if it were a contract between them.
The Model constitution was updated from 1 September 2022. The changes automatically apply to:
- any association that has adopted the Model constitution as its constitution
- any association where its constitution fails to address a matter in Schedule 1 of the Act and the Model constitution is taken to apply in respect of that particular matter.
Registration and the ACNC
If your association is intending to seek registration as a charity with the Australian Charities and Not-for-profits Commission (ACNC) your constitution will need to set out the association’s objects or purpose(s).
The model constitution without modification is not suitable for that purpose.
This means an association wishing to register as a charity with the ACNC must adopt its own constitution which includes objects or purposes that meet the ACNC’s requirements for registration. That constitution can be based on the Model Constitution but must include an additional clause setting out all of the association’s objects.
Information regarding the ACNC’s governing document requirements is available on the ACNC website.
Need more information?
Registry and Regulatory Schemes
Free Call: 1800 502 042
PO Box 22
Bathurst NSW 2795