Incorporated associations must have rules, which are sometimes called a constitution. The rules are binding on the association and its members. Some associations have a further set of more detailed rules - called by-laws, ordinances or rules - that deal with administrative or procedural matters. These are also binding on the association and its members. The rules (including alterations to rules) must be sent to the Corporate Affairs Commission (part of Consumer and Business Services) for registration (this does not apply to the more detailed rules or by-laws). The rules of an association must:
- state the name of the association and set out its objects
- not contain any provision contrary or inconsistent with the Associations Incorporation Act 1985 (SA)
- contain provisions dealing with:
- membership (if the association has members)
- the powers, duties and manner of appointment of the committee
- appointing an auditor, if it is a prescribed association
- how general meetings are called and what procedure must be followed at the meetings
- who has the management and control of the funds and other property of the association
- the powers of the association and by whom and in what manner they may be exercised
- how the rules of the association may be altered
- any other matter prescribed by Regulation.
Draft or model rules suitable for incorporated associations are included in 'The Constitutions Handbook' written by Margaret Hunter and published by SACOSS (South Australian Council of Social Service), which is held in some TAFE libraries (ask your local library to arrange an inter-library loan). Model rules may also be obtained from the head offices of many organisations that encourage new groups to set up.
A example of rules that can be adapted to suit your organisation is available from the Consumer and Busness Services website - but note that it mainly applies to groups with a general membership and a committee structure.
Alterations to the rules
An incorporated association may change its rules using the method set out in its rules. If its rules do not cover how to make changes, then section 24 of the Associations Incorporation Act 1985 (SA) applies, which states that the rules may be changed by special resolution of the association. 'Special resolution' is defined in section 3 of the Act. It is a resolution where 21 days written notice of the resolution has been given to all members, and where it has been passed by a three-quarters majority of members present at the meeting.
Within one month of making any alteration to its rules, an incorporated association must register the alteration with the Corporate Affairs Commission. If it does not, the association can be fined up to $1250.
An alteration to the name of an incorporated association does not come into force until it is registered. However, any other alteration comes into force at the time the alteration is passed, unless the rules or a resolution of the association state otherwise.
To register an alteration, the association must fill in the form called Registration of Alteration to Rules (form 6) and send it to the Corporate Affairs Commission (Consumer and Business Services) along with:
- a Statutory Declaration Verifying Alteration to Rules form (form 7), which must be completed by the public officer (see Public Officer) or a committee member
- the application fee (a late fee may apply if the application is not made within the required time (one month from when the change was made).
The forms are available online, and free of charge from the website of Consumer and Business Services.
The content of the Law Handbook is made available as a public service for information purposes only and should not be relied upon as a substitute for legal advice. See Disclaimer for details. For free and confidential legal advice in South Australia call 1300 366 424.