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The rules

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.

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 (part of Consumer and Business Services). 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 complete the Registration of Alteration to Rules Form online and provide:

  • a signed copy of the minutes of the meeting where the alteration was duly executed
  • 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 rules  :  Last Revised: Thu Sep 7th 2023
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.