1. Scope
a. The following are rules to alter the Act for Incorporated Associations. Incorporated Associations mean all businesses, organization, districts under the Act.
b. The Act recommends that Incorporated Associations regularly review their rules to ensure they are relevant and compliant. This chapter describes the process for making alterations to the rules so that they are legally effective.
c. Key Points
- An Incorporated Associations can only change its name, objects, or rules at a general meeting by passing a special resolution.
- Notice of each special resolution to be considered at the meeting must be provided to all members in writing in accordance with the existing rules and include a copy of the wording of the new rules.
- The special resolution(s) must be passed by a majority of 75% of members voting at the meeting and then lodged with Consumer Protection within one month after being passed.
- An Incorporated Associations can only change its rules by passing a special resolution at a general meeting. The Meetings section provides an introduction to the concept of a special resolution.
d. The main steps in changing an association’s rules are to:
- review the current version of your rules to determine what amendments are needed. This is usually the time to consult with your members and get their feedback;
- prepare an updated copy of the rules and ensure the amendments comply with the Act;
- convene a general meeting of members to consider the proposed amendments;
- send written notice to all members stating in full all proposed special resolutions to be voted on and the time and place of the general meeting where the proposed special resolutions will be moved;
- include details of the proposed changes to the rules with the notice so members are aware of what they will be expected to vote on;
- pass the amendments by one or more special resolutions (75% majority of members who cast a vote); and
- lodge the changes with Consumer Protection within one month of being passed.
3. Using the model rules
The model rules are a complete set of rules prescribed by the Act that may be adopted. The model rules cover all the matters required under the Act and only require the association to provide:
- the name of the association;
- the objects or purposes of the association;
- the quorum for a general meeting of members of the association;
- the quorum for a meeting of the management committee of the association; and
- the period of the first financial year of the association.
While not compulsory, the model rules greatly reduce the work involved in preparing new rules, whether you adopt them in their entirety or use them as the starting point to develop your own rules.
4. Do the rules comply?
The rules are required to be consistent with the Act. Before the new rules are presented to members for approval the committee should complete an assessment to confirm that all matters have been addressed.
IMPORTANT: If an Incorporated Association’s rules do not include all of the requirements, the relevant clause in the model rules is deemed to apply until the deficiency is corrected.
5. Changes that meet the Act other obligations?
Depending on the Incorporated Association’s activities there may be other matters that need to be included in the rules. An Incorporated Association should be careful that any changes made to the rules do not affect its eligibility to hold certain licenses, receive taxation endorsements or alter any funding arrangements already in place. In some situations, Incorporated Associations may also need to have the changes endorsed by outside bodies (for example a national body or other government department) before presenting them to members for a vote and lodging with Consumer Protection. If in doubt, contact the relevant authorities to discuss the proposed changes.
6. Calling the meeting
A. The special resolution to change the rules can only be passed at a general meeting of Incorporated Associations. All members, whether they have voting rights or not, must be given written notice of the meeting and invited to attend. Under the Act, the rules of Incorporated Associations cannot be changed without all members being advised.
The notice must include:
- the time, date, venue, and purpose of the general meeting;
- the full wording of the proposed special resolution(s) to be voted on at the meeting; and
- sufficient information about the changes to enable members to make an informed decision.
B. If Incorporated Associations are adopting a new or substantially different version of the rules a full copy of the new rules is to be included with any notice.
If notice is not given in accordance with all of the above, the special resolution may have no effect.
If your current rules provide for proxy or postal voting the relevant forms should be forwarded to members with the meeting notice or in accordance with any process specified in the rules.
7. A special resolution
Before commencing the meeting the Incorporated Association needs to ensure a quorum is present. The special resolution(s) can then be moved in the same way as any other resolution. Any resolution(s) to alter the rules must be passed by a majority of at least 75% of members voting in person at the meeting and (if permitted) by proxy or postal vote, to vote in favor of the proposed alterations. A special resolution does not require 75% of the total membership to vote in favor of the change. The video Voting on the Changes provides step-by-step instructions for passing a special resolution
8. Lodging the changes
A special resolution to alter the rules must be lodged with Consumer Protection within one month of passing to have effect. The application can be lodged through Incorporated Associations Online with the applicable fee. There is a step-by-step video available if you need help lodging the application using the system.
Applications lodged late will incur additional fees and need to include an explanation for the delay. If the Incorporated Association does not allow an extension, it will be necessary to allow applicants start the process all over again by calling another general meeting. Remember: Keep a copy of the documents submitted as Consumer Protection does not send back a copy to the Incorporated Association once processed. You will receive written confirmation of the record that includes the date the changes take effect. The new rules cannot be used until this notification is received. Therefore, an Incorporated Association cannot alter the rules and then use the new rules later in the meeting.
9 Altering the objects of the Incorporated Associations.
Altering the objects or purposes is also done by passing a special resolution using the same process as detailed above. Incorporated Associations is required by the Act to approve the change to the objects or purposes. Should the Incorporated Association refuse to approve an alteration of the objects and purposes, the Incorporated Association may apply to a State Administrative office within 28 days of receiving notice of the refusal to request a review of the decision of the Incorporated Association.
10. Changing the Incorporated Association’s name
To change the name of Incorporated Associations requires a special resolution to be passed by the members at a general meeting. The procedure is the same as that previously discussed in this chapter. Once the new name is approved, the Incorporated Association will issue a new certificate to show the change of name and date of registration. Legally, Incorporated Associations have not formally changed its name until the notice of the special resolution is approved by the Incorporated Association. So until the name is approved by the Incorporated Association in writing, do not:
- use the new name;
- arrange for the printing of new signage, letterheads, business cards, etc.;
- change bank account and/or insurance policy details;
- notify the tax office;
- notify essential services;
- notify creditors; or
- notify members, clients, customers, etc.
For a period of time, Incorporated Associations may choose to include the old name on all correspondence (‘formerly XYZ Inc’) until people become familiar with the new name.
Section 11. Name change is not approved.
The Incorporated Association may reject a proposed change of name if it is:
- already in use;
- offensive or undesirable;
- likely to mislead the public; or
- likely to be confused with the name of an existing body corporate or registered business name.
If Incorporated Associations refuses to approve the change of name Incorporated Associations may request a review of the decision by applying to the Act. Incorporated Associations must make the review application within 28 days of receiving notice of the refusal.
