A constitution is a legally binding set of rules outlining how your organisation should operate. It details how your organisation will be structured and governed and its main activities. It also explains the roles, responsibilities and powers of the board, directors, management and members. It covers your organisation’s agreed processes for the appointment and removal of directors, the powers and responsibilities of directors and the procedures for conducting board, general and special meetings.
All organisations registered with the ACNC (Australian Charities and Not-for-profits Commission) are required to have a written constitution.
Here’s a step by step guide on how to write a constitution.
Do some research. Read several constitutions of organisations similar to your own. This will help you become familiar with the language and the way they are set out.
Here's the TasCOSS Consitution which might be relevant.
Find a Template
Use the headings from an existing constitution that looks like it would work for you, or here is a Constitution Template that comes with instructions!
The Tasmanian Government also provides a constitution template, or Model Rules. You can print this off and start filling it in to fit your organisation.
ACNC also have a template constitution for a charitable company limited by guarantee.
Gather information and write
Start gathering the information you need about your organisation and begin to write!
Here is a summary of the minimum parts that need to be written. Each part is called an ‘Article’ in legal-speak. Some templates will have a different ordering of articles or more or fewer articles. Your organisation may need an article about property and assets, for example.
Write a preamble to state the name and the type of your organisation (eg not-for-profit, community based, incorporated association, company limited by guarantee, trust, or whatever...)
- Article 1 includes the name of your organisation as stated in the preamble.
- Article 2 states the purpose of your organisation and of the board – what your organisation does and why. The purpose might be called the ‘object’ in other constitutions.
- Article 3 is about your rules of membership eg. who can become members, their rights and responsibilities and how they become or cease to be members. It will also explain the rules for dealing with non-financial members or the circumstances in which a member can be removed.
- Article 4 provides rules on meetings and procedures including how many directors are required to make a quorum, the frequency of meetings, who can call a meeting, how policy decisions will be made and how formal voting will take place for the approval of those decisions.
- Article 5 provides the rules on holding office – what officers (eg. chair, deputy chair, treasurer) you have, how and when they are elected, what their roles and duties are, the length of their terms and if there are any restrictions on who can be office bearers.
- Article 6 is where you write the rules on committees – the names of committees attached to your board and organisation, the duties of each committee, the rules on selection and removal of committee members, and the procedures for forming and closing committees.
- Article 7 states the rules about how, when and where the constitution can be changed – by whom, what process is undertaken, what percentage of member votes are needed to make a change (or amendment) what authorities need to be notified of any amendments.
- Article 8 states how your constitution will be ratified – how many votes are needed for it to become adopted and where it needs to be lodged to make it ‘legal’.
Note: If your organisation is a company limited by guarantee, then the Corporations Act 2001 applies. If your organisation is an incorporated association, then the legislation of the State or territory applies.
Community based not-for-profit Incorporated Associations are registered in Tasmania by the Office of Consumer Affairs and Fair Trading under the Associations Incorporation Act 1964. Click here for more infomation about Incorporated Associations in Tasmania.
Also, lodge your constitution with ACNC if you are registered with them.
9. Article 9 provides a way for questions or concerns about the interpretation of the constitution to be heard and addressed.
When you have developed a draft of your constitution it is a good idea to have it reviewed by someone with an appropriate legal background.