{"id":"associations-model-constitution-regulations-2004","name":"ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004","slug":"associations-model-constitution-regulations-2004","collection":"regulation","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":174262,"registerId":"nt-associations-model-constitution-regulations-2004-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004","content":"NORTHERN TERRITORY OF AUSTRALIA\nASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004\nAs in force at 1 February 2023\nTable of provisions\n1 Citation ............................................................................................ 1\n2 Adoption of model constitution......................................................... 1\n3 Filing with Director ........................................................................... 1\n4 Ratification of model constitution ..................................................... 2\n5 Transitional matter for Justice and Licensing Legislation\nFurther Amendment Act 2022.......................................................... 2\nSchedule Model Constitution\nENDNOTES\n\n\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 1 February 2023\n____________________\nASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004\nRegulations under the Associations Act 2003\n1 Citation\nThese Regulations may be cited as the Associations (Model\nConstitution) Regulations 2004.\n2 Adoption of model constitution\n(1) An association may adopt the model constitution in the Schedule to\nthese Regulations.\n(2) The association must complete all the details in Part 1 of the\nSchedule to the model constitution.\n(3) The association may make alterations to the model constitution by\ncompleting any of the details in Part 2 of the Schedule to the model\nconstitution.\n(4) The association may add to the model constitution by completing\nany of the details in Part 3 of the Schedule to the model\nconstitution.\n3 Filing with Director\n(1) The association must file the completed Schedule to the model\nconstitution with the Director:\n(a) if it is not incorporated – with its application for incorporation\nunder section 8 of the Act; or\n(b) if it is already incorporated and is altering its constitution – as\npart of the documents required to be filed by section 23 of the\nAct.\n(2) The Director may request changes to the details in the Schedule to\nthe model constitution before issuing a certificate of incorporation or\napproving the alteration of the constitution.\n\nAssociations (Model Constitution) Regulations 2004 2\n4 Ratification of model constitution\n(1) If the association adopts the model constitution on incorporation,\nthe constitution must be ratified by special resolution at the first\ngeneral meeting of the incorporated association.\n(2) An incorporated association may not adopt the model constitution\nunless the adoption is authorised, and made in the manner\nprovided, by the constitution of the association in force at the time.\n5 Transitional matter for Justice and Licensing Legislation\nFurther Amendment Act 2022\nIf an association adopted the model constitution before the\ncommencement of Part 3, Division 5 of the Justice and Licensing\nLegislation Further Amendment Act 2022, a reference in the\nconstitution to the Commissioner for Consumer Affairs is taken to\nbe a reference to the Director.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 3\nSchedule Model Constitution\nregulation 2(1)\nPart 1 Preliminary\n1 Name\nThe name of the incorporated association (the Association) is\nstated in the Schedule.\n2 Objects and purposes\nThe objects and purposes of the Association are specified in the\nSchedule.\n3 Minimum number of members\nThe Association must have at least the number of members\nspecified in the Schedule.\n4 Definitions\nIn this Constitution, unless the contrary intention appears:\nAct means the Associations Act 2003 and regulations made under\nthat Act.\nCommittee means the Management Committee of the Association.\nfinancial institution means an ADI.\ngeneral meeting means a general meeting of members convened\nin accordance with clause 44.\nmember means a member of the Association.\nregister of members means the register of the Association's\nmembers established and maintained under section 34 of the Act.\nspecial resolution means a resolution notice of which is given\nunder clause 47 and passed in accordance with section 37 of the\nAct.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 4\nPart 2 Constitution and powers of Association\n5 Powers of Association\n(1) For achieving its objects and purposes, the Association has the\npowers conferred by sections 11 and 13 of the Act.\n(2) Subject to the Act, the Association may do all things necessary or\nconvenient for carrying out its objects or purposes, and in particular,\nmay:\n(a) acquire, hold and dispose of real or personal property;\n(b) open and operate accounts with financial institutions;\n(c) invest its money in any security in which trust monies may\nlawfully be invested;\n(d) raise and borrow money on the terms and in the manner it\nconsiders appropriate;\n(e) secure the repayment of money raised or borrowed, or the\npayment of a debt or liability;\n(f) appoint agents to transact business on its behalf; and\n(g) enter into any other contract it considers necessary or\ndesirable.\n6 Effect of Constitution\nThis Constitution binds every member and the Association to the\nsame extent as if every member and the Association had signed\nand sealed this Constitution and agreed to be bound by it.\n7 Inconsistency between Constitution and Act\nIf there is any inconsistency between this Constitution and the Act,\nthe Act prevails.\n8 Altering the Constitution\n(1) The Association may alter this Constitution by special resolution but\nnot otherwise.\n(2) If the Constitution is altered, the public officer must ensure\ncompliance with section 23 of the Act.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 5\nPart 3 Members\nDivision 1 Membership\n9 Application for membership\nTo apply to become a member of the Association a person must:\n(a) submit a written application for membership to the Committee:\n(i) in a form approved by the Committee; and\n(ii) signed by the person and both of the members referred\nto in paragraph (b); and\n(b) be proposed by one member and seconded by another\nmember.\n10 Approval of Committee\n(1) The Committee must consider any application made under clause 9\nat the next available committee meeting and must accept or reject\nthe application at that meeting or the next.\n(2) If an application is rejected, the applicant may appeal against the\ndecision by giving notice to the Secretary within 14 days after being\nadvised of the rejection.\n(3) If an applicant gives notice of an appeal against the rejection of his\nor her application, the Committee must reconsider the application at\nthe next committee meeting after receipt of the notice of appeal.\n(4) If after reconsidering an application the Committee reaffirms its\ndecision to reject the application, the decision is final.\n11 Joining fee\n(1) If an application for membership is approved by the Committee, the\napplicant becomes a member on payment of the joining fee.\n(2) The joining fee is either:\n(a) a pro rata annual fee based on the remaining part of the\nfinancial year; or\n(b) the amount determined from time to time by resolution at a\ngeneral meeting.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 6\n12 Annual membership fees\n(1) The annual membership fee is the amount determined from time to\ntime by resolution at a general meeting.\n(2) Each member must pay the annual membership fee to the\nTreasurer by the first day of each financial year or another date\ndetermined by the Committee from time to time.\n(3) A member whose subscription is not paid within 3 months after the\ndue date ceases to be a member unless the Committee determines\notherwise.\nDivision 2 Rights of members\n13 General\n(1) Subject to clause 14(2), a member may exercise the rights of\nmembership when his or her name is entered in the register of\nmembers.\n(2) A right of membership of the Association:\n(a) is not capable of being transferred or transmitted to another\nperson; and\n(b) terminates on the cessation of membership whether by death,\nresignation or otherwise.\n14 Voting\n(1) Subject to subclause (2) and clause 18, each member has one vote\nat general meetings of the Association.\n(2) A member is not eligible to vote until 10 working days after his or\nher application has been accepted.\n15 Notice of meetings and special resolutions\nThe Secretary must give all members notice of general meetings\nand special resolutions in the manner and time prescribed by this\nConstitution.\n16 Access to information on Association\nThe following must be available for inspection by members:\n(a) a copy of this Constitution;\n(b) minutes of general meetings;\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 7\n(c) annual reports and annual financial reports.\n17 Raising grievances and complaints\n(1) A member may raise a grievance or complaint about a committee\nmember, the Committee or another member of the Association.\n(2) The grievance or complaint must be dealt with by the procedures\nset out in Part 8.\n18 Associate members\nAn associate member must not vote but may have other rights as\ndetermined by the Committee or by resolution at a general meeting.\nDivision 3 Termination, death, suspension and expulsion\n19 Termination of membership\nMembership of the Association may be terminated by:\n(a) a notice of resignation addressed and posted to the\nAssociation or given personally to the Secretary or another\ncommittee member;\n(b) non-payment of the annual membership fee within the time\nallowed under clause 12(3); or\n(c) expulsion in accordance with this Division.\n20 Death of member or whereabouts unknown\nIf a member dies or the whereabouts of a member are unknown,\nthe Committee must cancel the member's membership.\n21 Suspension or expulsion of members\n(1) If the Committee considers that a member should be suspended or\nexpelled because his or her conduct is detrimental to the interests\nof the Association, the Committee must give notice of the proposed\nsuspension or expulsion to the member.\n(2) The notice must:\n(a) be in writing and include:\n(i) the time, date and place of the committee meeting at\nwhich the question of that suspension or expulsion will\nbe decided; and\n(ii) the particulars of the conduct; and\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 8\n(b) be given to the member not less than 30 days before the date\nof the committee meeting referred to in paragraph (a)(i).\n(3) At the meeting, the Committee must afford the member a\nreasonable opportunity to be heard or to make representations in\nwriting.\n(4) The Committee may suspend or expel or decline to suspend or\nexpel the member from the Association and must give written notice\nof the decision and the reason for it to the member.\n(5) Subject to clause 22, the decision to suspend or expel a member\ntakes effect 14 days after the day on which notice of the decision is\ngiven to the member.\n22 Appeals against suspension or expulsion\n(1) A member who is suspended or expelled under clause 21 may\nappeal against that suspension or expulsion by giving notice to the\nSecretary within 14 days after receipt of the Committee's decision.\n(2) The appeal must be considered at a general meeting of the\nAssociation and the member must be afforded a reasonable\nopportunity to be heard at the meeting or to make representations\nin writing prior to the meeting for circulation at the meeting.\n(3) The members present at the general meeting must, by resolution,\neither confirm or set aside the decision of the Committee to\nsuspend or expel the member.\n(4) The member is not suspended or does not cease to be a member\nuntil the decision of the Committee to suspend or expel him or her\nis confirmed by a resolution of the members.\nPart 4 Management Committee\nDivision 1 General\n23 Role and powers\n(1) The business of the Association must be managed by or under the\ndirection of a Management Committee.\n(2) The Committee may exercise all the powers of the Association\nexcept those matters that the Act or this Constitution requires the\nAssociation to determine through a general meeting of members.\n(3) The Committee may appoint and remove staff.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 9\n(4) The Committee may establish one or more subcommittees\nconsisting of the members of the Association the Committee\nconsiders appropriate.\n24 Composition of Committee\n(1) The Management Committee consists of:\n(a) a Chairperson;\n(b) a Vice-Chairperson;\n(c) a Secretary;\n(d) a Treasurer; and\n(e) any other office holder provided in the Schedule.\n(2) Unless elected directly as a separate office holder, the Committee\nmust appoint one committee member to be the Association's public\nofficer.\n25 Delegation\n(1) The Committee may delegate to a subcommittee or staff any of its\npowers and functions other than:\n(a) this power of delegation; or\n(b) a duty imposed on the Committee by the Act or any other law.\n(2) The delegation must be in writing and may be subject to the\nconditions and limitations the Committee considers appropriate.\n(3) The Committee may, in writing, revoke wholly or in part the\ndelegation.\nDivision 2 Tenure of office\n26 Eligibility of committee members\n(1) A committee member must be a member who is 18 years or over.\n(2) A committee member must also meet the criteria provided in the\nSchedule.\n(3) Committee members must be elected to the Committee at an\nannual general meeting or appointed under clause 33.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 10\n27 Nominations for election to committee\n(1) A member is not eligible for election to the Committee unless the\nSecretary receives a written nomination for that member by another\nmember not less than 7 days before the date of the next annual\ngeneral meeting.\n(2) The nomination must be signed by:\n(a) the nominator and a seconder; and\n(b) the nominee to signify his or her willingness to stand for\nelection.\n(3) A person who is eligible for election or re-election under this clause\nmay:\n(a) propose or second himself or herself for election or re-\nelection; and\n(b) vote for himself or herself.\n28 Retirement of committee members\n(1) A committee member holds office until the next annual general\nmeeting unless the member vacates the office under clause 31 or is\nremoved under clause 32.\n(2) Subject to subclause (3), at an annual general meeting the office of\neach committee member becomes vacant and elections for a new\nCommittee must be held.\n(3) The Chairperson of the outgoing Committee must preside at the\nannual general meeting until a new member is elected as\nChairperson.\n(4) Members may serve consecutive terms on the Committee unless\notherwise provided in the Schedule.\n29 Election by default\n(1) If the number of persons nominated for election to the Committee\nunder clause 27 does not exceed the number of vacancies to be\nfilled, the Chairperson must declare the persons to be duly elected\nas members of the Committee at the annual general meeting.\n(2) If vacancies remain on the Committee after the declaration under\nsubclause (1), additional nominations of committee members may\nbe accepted from the floor of the annual general meeting.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 11\n(3) If the nominations from the floor do not exceed the number of\nremaining vacancies, the Chairperson must declare those persons\nto be duly elected as members of the Committee.\n(4) If the nominations from the floor are less than the number of\nremaining vacancies, the unfilled vacancies are taken to be casual\nvacancies and must be filled by the new Committee in accordance\nwith clause 33.\n30 Election by ballot\n(1) If the number of nominations exceeds the number of vacancies on\nthe Committee, ballots for those positions must be conducted.\n(2) The ballot must be conducted in a manner determined from time to\ntime by resolution at a general meeting.\n(3) The members chosen by ballot must be declared by the\nChairperson to be duly elected as members of the Committee.\n31 Vacating office\nThe office of a committee member becomes vacant if:\n(a) the member:\n(i) is disqualified from being a committee member under\nsection 30 or 40 of the Act;\n(ii) resigns by giving written notice to the Committee;\n(iii) dies or is rendered permanently incapable of performing\nthe duties of office by mental or physical ill-health;\n(iv) ceases to be a resident of the Territory; or\n(v) ceases to be a member of the Association;\n(b) the member is absent from more than:\n(i) 3 consecutive committee meetings; or\n(ii) 3 committee meetings in the same financial year without\ntendering an apology to the Chairperson;\nof which meetings the member received notice and the\nCommittee has resolved to declare the office vacant; or\n(c) in any of the circumstances provided for by the Schedule.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 12\n32 Removal of committee member\n(1) The Association, through a special general meeting of members,\nmay remove any committee member before the member's term of\noffice ends.\n(2) If a vacancy arises through removal under subclause (1), an\nelection must be held to fill the vacancy.\n33 Filling casual vacancy on Committee\n(1) If a vacancy remains on the Committee after the application of\nclause 29 or if the office of a committee member becomes vacant\nunder clause 31, the Committee may appoint any member of the\nAssociation to fill that vacancy.\n(2) However, if the office of public officer becomes vacant, a person\nmust be appointed under section 27(6) of the Act to fill the vacancy.\nDivision 3 Duties of committee members\n34 Collective responsibility of Committee\n(1) As soon as practicable after being elected to the Committee, each\ncommittee member must become familiar with the Act and\nregulations made under the Act.\n(2) The Committee is collectively responsible for ensuring the\nAssociation complies with the Act and regulations made under the\nAct.\n35 Chairperson and Vice-Chairperson\n(1) Subject to subclauses (2) and (3), the Chairperson must preside at\nall general meetings and committee meetings.\n(2) If the Chairperson is absent from a meeting, the Vice-Chairperson\nmust preside at the meeting.\n(3) If the Chairperson and the Vice-Chairperson are both absent, the\npresiding member for that meeting must be:\n(a) a member elected by the other members present if it is a\ngeneral meeting; or\n(b) a committee member elected by the other committee\nmembers present if it is a committee meeting.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 13\n36 Secretary\nThe Secretary must:\n(a) coordinate the correspondence of the Association;\n(b) ensure minutes of all proceedings of general meetings and of\ncommittee meetings are kept in accordance with section 38 of\nthe Act;\n(c) maintain the register of members in accordance with\nsection 34 of the Act;\n(d) unless the members resolve otherwise at a general meeting –\nhave custody of all books, documents, records and registers\nof the Association, other than those required by clause 37(5)\nto be in the custody of the Treasurer; and\n(e) perform any other duties imposed by this Constitution on the\nSecretary.\n37 Treasurer\n(1) The Treasurer must:\n(a) receive all moneys paid to or received by the Association and\nissue receipts for those moneys in the name of the\nAssociation;\n(b) pay all moneys received into the account of the Association\nwithin 5 working days after receipt;\n(c) make any payments authorised by the Committee or by a\ngeneral meeting of the Association from the Association's\nfunds; and\n(d) ensure cheques are signed by him or her and at least one\nother committee member, or by any 2 other committee\nmembers authorised by the Committee.\n(2) The Treasurer must ensure the accounting records of the\nAssociation are kept in accordance with section 41 of the Act.\n(3) The Treasurer must coordinate the preparation of the Association's\nannual statement of accounts.\n(4) If directed to do so by the Chairperson, the Treasurer must submit\nto the Committee a report, balance sheet or financial statement in\naccordance with that direction.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 14\n(5) The Treasurer has custody of all securities, books and documents\nof a financial nature and accounting records of the Association\nunless the members resolve otherwise at a general meeting.\n(6) The Treasurer must perform any other duties imposed by this\nConstitution on the Treasurer.\n38 Public officer\n(1) The public officer must ensure that documents are filed with the\nDirector in accordance with sections 23, 28 and 45 of the Act.\n(2) The public officer must keep a current copy of the Constitution of\nthe Association.\nPart 5 Meetings of Management Committee\n39 Frequency and calling of meetings\n(1) The Committee must meet together for the conduct of business not\nless than 4 times in each financial year unless otherwise provided\nin the Schedule.\n(2) The Chairperson, or at least half the committee members, may at\nany time convene a special meeting of the Committee.\n(3) A special meeting may be convened to deal with an appeal under\nclause 22.\n40 Voting and decision making\n(1) Each committee member present at the meeting has a deliberative\nvote.\n(2) A question arising at a committee meeting must be decided by a\nmajority of votes.\n(3) If there is no majority, the person presiding at the meeting has a\ncasting vote in addition to a deliberative vote.\n41 Quorum\nFor a committee meeting, one-half of the committee members\nconstitutes a quorum unless otherwise provided in the Schedule.\n42 Procedure and order of business\n(1) The procedure to be followed at a committee meeting must be\ndetermined from time to time by the Committee.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 15\n(2) The order of business may be determined by the members present\nat the meeting.\n(3) Only the business for which the meeting is convened may be\nconsidered at a special meeting.\n43 Disclosure of interest\n(1) A committee member who has a direct or indirect pecuniary interest\nin a contract, or proposed contract, with the Association must\ndisclose the nature and extent of the interest to the Committee in\naccordance with section 31 of the Act.\n(2) The Secretary must record the disclosure in the minutes of the\nmeeting.\n(3) The Chairperson must ensure a committee member who has a\ndirect or indirect pecuniary interest in a contract, or proposed\ncontract, complies with section 32 of the Act.\nPart 6 General meetings\n44 Convening general meetings\n(1) The Association must hold its first annual general meeting within\n18 months after its incorporation.\n(2) The Association must hold all subsequent annual general meetings\nwithin 5 months after the end of the Association's financial year.\n(3) The Committee:\n(a) may at any time convene a special general meeting;\n(b) must, within 30 days after the Secretary receives a notice\nunder clause 22(1), convene a special general meeting to deal\nwith the appeal to which the notice relates; and\n(c) must, within 30 days after it receives a request under\nclause 45(1), convene a special general meeting for the\npurpose specified in that request.\n45 Special general meetings\n(1) Half the number of members constituting a quorum for a general\nmeeting may make a written request to the Committee for a special\ngeneral meeting unless otherwise provided in the Schedule.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 16\n(2) The request must:\n(a) state the purpose of the special general meeting; and\n(b) be signed by the members making the request.\n(3) If the Committee fails to convene a special general meeting within\nthe time allowed:\n(a) for clause 44(3)(b) – the appeal against the decision of the\nCommittee is upheld; and\n(b) for clause 44(3)(c) – the members who made the request may\nconvene a special general meeting as if they were the\nCommittee.\n(4) If a special general meeting is convened under subclause (3)(b),\nthe Association must meet any reasonable expenses of convening\nand holding the special general meeting.\n(5) The Secretary must give to all members not less than 21 days\nnotice of a special general meeting.\n(6) The notice must specify:\n(a) when and where the meeting is to be held; and\n(b) the particulars of and the order in which business is to be\ntransacted.\n46 Annual general meeting\n(1) The Secretary must give to all members not less than 30 days\nnotice of an annual general meeting unless otherwise provided in\nthe Schedule.\n(2) The notice must specify:\n(a) when and where the meeting is to be held; and\n(b) the particulars of and the order in which business is to be\ntransacted.\n(3) The order of business for each annual general meeting is as\nfollows:\n(a) first – the consideration of the accounts and reports of the\nCommittee;\n(b) second – the election of new committee members;\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 17\n(c) third – any other business requiring consideration by the\nAssociation at the meeting.\n47 Special resolutions\n(1) A special resolution may be moved at any general meeting of the\nAssociation.\n(2) The Secretary must give all members not less than 21 days notice\nof the meeting at which a special resolution is to be proposed\nunless otherwise provided in the Schedule.\n(3) The notice must include the resolution to be proposed and the\nintention to propose the resolution as a special resolution.\n48 Notice of meetings\n(1) The Secretary must give a notice under this Part by:\n(a) serving it on a member personally; or\n(b) sending it by post to a member at the address of the member\nappearing in the register of members.\n(2) If a notice is sent by post under subclause (1)(b), sending of the\nnotice is taken to have been properly effected if the notice is\naddressed and posted to the member by ordinary prepaid mail.\n49 Quorum at general meetings\nAt a general meeting, the number or the proportion of members\npresent in person specified in the Schedule constitutes a quorum.\n50 Lack of quorum\n(1) If within 30 minutes after the time specified in the notice for the\nholding of a general meeting a quorum is not present:\n(a) for an annual general meeting or special general meeting\nconvened under clause 44(3)(a) – the meeting stands\nadjourned to the same time on the same day in the following\nweek and to the same place;\n(b) for a meeting convened under clause 44(3)(b) – the members\nwho are present in person or by proxy may proceed with\nhearing the appeal for which the meeting is convened; or\n(c) for a meeting convened under clause 44(3)(c) – the meeting\nlapses.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 18\n(2) If within 30 minutes after the time appointed by subclause (1)(a) for\nthe resumption of an adjourned general meeting a quorum is not\npresent, the members who are present in person or by proxy may\nproceed with the business of that general meeting as if a quorum\nwere present.\n(3) The Chairperson may, with the consent of a general meeting at\nwhich a quorum is present, and must, if directed by the members at\nthe meeting, adjourn that general meeting from time to time and\nfrom place to place.\n(4) There must not be transacted at an adjourned general meeting any\nbusiness other than business left unfinished or on the agenda at the\ntime when the general meeting was adjourned.\n(5) If a general meeting is adjourned for a period of 30 days or more,\nthe Secretary must give notice of the adjourned general meeting as\nif that general meeting were a fresh general meeting.\n51 Voting\n(1) Subject to clauses 14(2) and 18, each member present in person or\nby proxy at a general meeting is entitled to a deliberative vote.\n(2) At a general meeting:\n(a) an ordinary resolution put to the vote is decided by a majority\nof votes made in person or by proxy; and\n(b) a special resolution put to the vote is passed if three-quarters\nof the members who are present in person or by proxy vote in\nfavour of the resolution.\n(3) A poll may be demanded by the Chairperson or by 3 or more\nmembers present in person or by proxy.\n(4) If demanded, a poll must be taken immediately and in the manner\nthe Chairperson directs.\n52 Proxies\nA member may appoint in writing another member to be the proxy\nof the appointing member to attend and vote on behalf of the\nappointing member at any general meeting.\nPart 7 Financial management\n53 Financial year\nThe financial year of the Association is specified in the Schedule.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 19\n54 Funds and accounts\n(1) The Association must open an account with a financial institution\nfrom which all expenditure of the Association is made and into\nwhich all of the Association's revenue is deposited.\n(2) Subject to any restrictions imposed by the Association at a general\nmeeting, the Committee may approve expenditure on behalf of the\nAssociation within the limits of the budget.\n(3) All cheques, drafts, bills of exchange, promissory notes and other\nnegotiable instruments must be signed by 2 committee members.\n(4) All funds of the Association must be deposited into the financial\naccount of the Association no later than 5 working days after receipt\nor as soon as practicable after that day.\n(5) With the approval of the Committee, the Treasurer may maintain a\ncash float provided that all money paid from or paid into the float is\naccurately recorded at the time of the transaction.\n55 Accounts and audits\nThe responsibility of the Committee under clause 34(2) for ensuring\ncompliance with the Act includes meeting the requirements of\nPart 5 of the Act and regulations made for that Part relating to:\n(a) the keeping of accounting records;\n(b) the preparation and presentation of the Association's annual\nstatement of accounts; and\n(c) the auditing of the Association's accounts.\nPart 8 Grievance and disputes\n56 Grievance and disputes procedures\n(1) This clause applies to disputes between:\n(a) a member and another member; or\n(b) a member and the Committee.\n(2) Within 14 days after the dispute comes to the attention of the\nparties to the dispute, they must meet and discuss the matter in\ndispute, and, if possible, resolve the dispute.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 20\n(3) If the parties are unable to resolve the dispute at the meeting, or if a\nparty fails to attend that meeting, then the parties must, within\n10 days after the meeting, hold another meeting in the presence of\na mediator.\n(4) The mediator must be:\n(a) a person chosen by agreement between the parties; or\n(b) in the absence of agreement:\n(i) for a dispute between a member and another member –\na person appointed by the Committee; or\n(ii) for a dispute between a member and the Committee – a\nperson who is a mediator appointed or employed by the\ndepartment administering the Act.\n(5) A member of the Association can be a mediator.\n(6) The mediator cannot be a party to the dispute.\n(7) The parties to the dispute must, in good faith, attempt to settle the\ndispute by mediation.\n(8) The mediator, in conducting the mediation, must:\n(a) give the parties to the mediation process every opportunity to\nbe heard;\n(b) allow due consideration by all parties of any written statement\nsubmitted by any party; and\n(c) ensure natural justice is accorded to the parties to the dispute\nthroughout the mediation process.\n(9) The mediator must not determine the dispute.\n(10) If the mediation process does not result in the dispute being\nresolved, the parties may seek to resolve the dispute in accordance\nwith the Act or otherwise at law.\nPart 9 Miscellaneous\n57 Common seal\n(1) The common seal of the Association must not be used without the\nexpress authority of the Committee and every use of that common\nseal must be recorded by the Secretary.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 21\n(2) The affixing of the common seal of the Association must be\nwitnessed by any 2 of the following:\n(a) the Chairperson;\n(b) the Secretary;\n(c) the Treasurer.\n(3) The common seal of the Association must be kept in the custody of\nthe Secretary or another person the Committee from time to time\ndecides.\n58 Distribution of surplus assets on winding up\n(1) If on the winding up or dissolution of the Association, and after\nsatisfaction of all its debts and liabilities, there remains any assets,\nthe assets must not be distributed to the members or former\nmembers.\n(2) The surplus assets must be given or transferred to another\nassociation incorporated under the Act that:\n(a) has similar objects or purposes;\n(b) is not carried on for profit or gain to its individual members;\nand\n(c) is determined by resolution of the members.\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 22\nSCHEDULE\nTO THE CONSTITUTION\nPART 1 – MANDATORY DETAILS\nName (clause 1)\nThe name of the incorporated association is …………...…………………………\n…………………………………………………………………………………………..\n[The name of an incorporated association is the name of the association\nfollowed by the word \"Incorporated\". Refer Schedule 1 of the Associations\nRegulations 2004 for Unauthorised Names.]\nObjects and purposes (clause 2)\nThe objects and purposes of the Association are as follows:\n(a)\n(b)\n(c)\n(d)\n[List all the objects and purposes of the Association.]\nMinimum number of members (clause 3)\nThe Association must have at least …………………. members.\n[Under section 26 of the Act an incorporated association must not have less\nthan 5 members.]\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 23\nQuorum at general meetings (clause 49)\nAt a general meeting …………………… members present in person\nconstitutes a quorum.\n[Insert a number or fraction or percentage of total membership.]\nFinancial year (clause 53)\nThe financial year of the Association is the period of 12 months ending on\n……………………………………….\n[insert day and month, e.g. \"30 June\".]\nPART 2 – REPLACEABLE DETAILS\nClause Description of clause Default detail Replacing detail\n28(4) Consecutive terms of\ncommittee members\nmay serve\nconsecutive\nterms\n39(1) Frequency of\ncommittee meetings\nat least 4 times\neach financial\nyear\n41 Quorum for committee\nmeeting\nhalf the\ncommittee\nmembers\n45 Number of members\nwho can request a\nspecial general\nmeeting\nhalf the quorum\nof members for a\ngeneral meeting\n46(1) Notice of an annual\ngeneral meeting\nat least 30 days\n47(2) Notice of special\nresolution\nat least 21 days\n[If no entry is inserted in the column headed \"Replacing detail\", the \"Default\ndetail\" applies.]\n\nSchedule Model Constitution\nAssociations (Model Constitution) Regulations 2004 24\nPART 3 – ADDITIONAL DETAILS\nComposition of Committee (clause 24)\nIn addition to the office holders specified in the Constitution, the Management\nCommittee consists of:\n[List additional office holders.]\nEligibility of committee members (clause 26)\nIn addition to the criterion specified in the Constitution, a committee member\nmust meet the following criteria:\n[List additional criteria.]\nVacating office (clause 31)\nIn addition to the circumstances specified in the Constitution, the office of a\ncommittee member becomes vacant if:\n[List additional circumstances.]\n\nENDNOTES\nAssociations (Model Constitution) Regulations 2004 25\nENDNOTES\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nAssociations (Model Constitution) Regulations (SL No. 28, 2004)\nNotified 11 August 2004\nCommenced 11 August 2004\nStatute Law Revision Act 2017 (Act No. 4, 2017)\nAssent date 10 March 2017\nCommenced 12 April 2017 (Gaz G15, 12 April 2017, p 3)\nJustice and Licensing Legislation Further Amendment Act 2022 (Act No. 21, 2022)\nAssent date 31 October 2022\nCommenced pt 3: 1 February 2023; rem: 21 December 2022 (Gaz G50,\n21 December 2022, p 1)\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22, 2018) to: r 1 and sch\n4 LIST OF AMENDMENTS\nr 3 amd Act No. 21, 2022, s 42\nr 5 ins Act No. 21, 2022, s 43\nsch amd Act No. 4, 2017, s 34; Act No. 21, 2022, s 44","sortOrder":0}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Based on the available information, the regulations appear to serve their originally intended purpose: providing a model constitution for incorporated associations in the Northern Territory. There is no indication from the metadata that the scope has expanded or drifted from its original intent, though the lack of amendment history in the provided text limits a definitive assessment."},"complexity_factors":["Metadata is heavily incomplete — key details like the regulation number, date of making, and gazette information are missing, limiting full analysis","The document appears to be a template/administrative instrument rather than substantive law, keeping conceptual complexity low","Subordinate legislation (regulations sit beneath the parent Associations Act), so understanding requires some awareness of the parent Act","Relatively narrow and practical scope — focused on a single purpose (model constitution) for a specific class of organisations"],"plain_english_summary":"These regulations provide a ready-made model constitution for community groups and not‑for‑profit organisations in the Northern Territory to adopt when registering as incorporated associations. By offering a pre‑approved template for governance and administration, they simplify and lower the cost of incorporation for clubs, charities and similar groups, making it easier for everyday organisations to become legally recognised without drafting bespoke rules."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: providing a model constitution template for NT incorporated associations. The 2022 amendment was purely technical (updating a title reference from 'Commissioner for Consumer Affairs' to 'Director'), not a substantive expansion. The document has not grown beyond its initial remit of offering a standardised, optional governance framework."},"complexity_factors":["Length: 24 pages including Schedule and Endnotes—moderate but not excessive for a constitutional document","Cross-references: Heavy reliance on the Associations Act 2003 (sections 8, 11, 13, 23, 26, 27, 28, 30, 31, 32, 34, 37, 38, 40, 41, 45) which requires reading two documents together","Conditional logic: Multiple nested conditions (e.g., clause 50 has three different quorum failure scenarios depending on meeting type, each with different consequences)","Defined terms: 8 defined terms in clause 4, but many undefined operational terms rely on Act definitions","Modular structure: Three-part Schedule system (mandatory, replaceable, additional) creates complexity in determining which rules apply when","Temporal triggers: Multiple time-based conditions (10 working days, 14 days, 21 days, 30 days, 3 months, 5 working days) that must be tracked precisely","Default vs override mechanism: Part 2 of Schedule uses a table where blank entries mean defaults apply—requires horizontal reading across columns to determine current rule","Dual pathways: Several processes have appeal mechanisms (membership rejection clause 10, expulsion clause 22) creating multi-stage procedures"],"plain_english_summary":"**What this is:** A fill-in-the-blanks rulebook for community groups in the Northern Territory that want to become incorporated associations (a legal status that protects members from personal liability).\n\n**Who it affects:** Any unincorporated club, society, or community group in the NT considering incorporation, or existing incorporated associations wanting to update their governing rules.\n\n**What it does:**\n\n* **Provides a template constitution** (the Schedule) that associations can adopt instead of writing their own from scratch. Think of it like a standard lease agreement that you can use as-is or customise.\n* **Sets out the mechanics of running an association**, covering:\n    * **Membership:** How people join (need a proposer and seconder), fees, voting rights, and how to kick out troublesome members (with appeal rights).\n    * **Management Committee:** Who runs the show (Chair, Vice-Chair, Secretary, Treasurer, Public Officer), how they're elected, when they can be booted out, and their duties.\n    * **Meetings:** How often the committee must meet (minimum 4 times a year), how general meetings work, what constitutes a quorum, and how special resolutions (major decisions requiring 75% approval) work.\n    * **Money:** Financial year dates, bank accounts, who can sign cheques (two committee members), and audit requirements.\n    * **Disputes:** A formal mediation process for internal fights.\n    * **Winding up:** What happens to leftover assets (can't go to members—must go to a similar not-for-profit group).\n\n* **Allows customisation:** Associations must fill in Part 1 (name, purposes, minimum members, quorum, financial year). They can optionally alter Part 2 (default rules about term limits, meeting frequency, notice periods) and add extra rules in Part 3.\n\n**Why it matters:**\n\n* **Saves legal costs:** Groups get a legally compliant constitution without paying a lawyer to draft one.\n* **Protects members:** Clear rules prevent dictatorships, financial mismanagement, and unfair expulsions.\n* **Mandatory filing:** The completed constitution must be filed with the Director (the government regulator) when incorporating or changing rules.\n\n**Key quirks:**\n* Members can't vote until 10 working days after joining.\n* You need two existing members to vouch for any new applicant.\n* The \"Public Officer\" is the association's official point of contact with the government and has specific filing duties.\n* Recent update (2022): Changed references from \"Commissioner for Consumer Affairs\" to \"Director\" for associations that adopted the model before February 2023."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"This version does not materially expand the legislative scope. The Regulations continue to provide a model constitution and filing/ratification mechanics. The only substantive change apparent in the reprint is a transitional terminology update (references to the Commissioner for Consumer Affairs taken to be references to the Director) reflecting administrative renaming (reg 5). Amendments noted (to r3 and the Schedule) are formal and updating in nature rather than a substantive broadening of regulatory reach."},"complexity_factors":["Short instrument: 5 regulations plus a comprehensive Schedule (model constitution).","Schedule divided into 9 Parts covering standard governance topics (Preliminary; Constitution and powers; Members; Management Committee; Committee meetings; General meetings; Financial management; Grievance and disputes; Miscellaneous).","7 defined terms in Schedule clause 4 (Act; Committee; financial institution; general meeting; member; register of members; special resolution).","Multiple cross-references to the Associations Act 2003 (e.g. ss 8, 11, 13, 23, 31, 32, 34, 37, 38, 41, 45) — external legal reliance increases interpretive complexity.","Several staged procedures with short time limits and nested steps (membership application and appeal: clauses 9–10; suspension/expulsion and appeal: clauses 21–22; grievance mediation: clause 56).","Default/replaceable items in Schedule Part 2 (about 6 defaults shown) and optional additions in Part 3 — means users must decide whether to accept defaults or edit, adding choice complexity for adopters.","Regulator discretion: Director may request changes before approval (reg 3(2)), introducing non‑deterministic administrative step."],"plain_english_summary":"**What this instrument does (mechanically)\n\n- Provides a ready-made \"model constitution\" that an association in the Northern Territory may adopt in whole or with limited changes. (reg 2, Schedule)\n- Requires the completed model constitution (with certain mandatory items filled in) to be filed with the Director when an association applies to incorporate or when an incorporated association alters its constitution. The Director may request changes before approving incorporation or the alteration. (reg 3)\n- Requires ratification of the model constitution by special resolution at the first general meeting when it is adopted on incorporation, and says an incorporated association can only adopt the model constitution if its current constitution allows that method of adoption. (reg 4)\n- Supplies a full model constitution in the Schedule that covers governance (committee powers and offices), membership rules (application, fees, termination, suspension and appeal), meeting procedures (notice, quorum, voting, proxies), financial controls (accounts, signatories, auditing), grievance/mediation procedures, use of the common seal and distribution of surplus assets on winding up. (Schedule, Parts 1–9)\n- Includes a transitional provision updating references from \"Commissioner for Consumer Affairs\" to \"Director\" where associations adopted the model constitution before a particular amendment. (reg 5)\n\nWho is affected\n\n- Unincorporated associations seeking incorporation and incorporated associations that choose to adopt this model constitution (reg 2–4).\n- Association members and office-holders, because the model prescribes how members join, pay fees, vote, how the management committee is composed and how it exercises powers (Schedule: membership and committee clauses).\n- The Director of consumer/associations regulation, who receives and can request changes to the filed constitution (reg 3(2)).\n\nWhy it matters (practical effects)\n\n- Lowers transactional and drafting cost: provides a complete, legally framed constitution that associations can adopt without drafting from scratch (reg 2 and Schedule).\n- Standardises governance practices: the model sets default rules for meetings, elections, quorum, financial controls, and dispute resolution, which will shape how associations operate if they adopt it (Schedule, e.g. clauses 23–41, 44–54, 56).\n- Places binding obligations on members and committees: the model makes the constitution binding on members (clause 6), requires committee members to be familiar with and ensure compliance with the Act (clause 34), and imposes financial record and reporting duties (clauses 37, 54, 55).\n- Preserves regulator oversight and conditionality: the Director can require changes before approving incorporation or constitution alterations (reg 3(2)).\n\nKey mechanics and consequences, with attention to incentives, costs and implementation risk\n\n- Adoption and filing: An association must fill the mandatory items in Part 1 of the Schedule (name, objects, minimum members, quorum, financial year) and may change certain default items in Part 2 or add material in Part 3 (reg 2; Schedule Parts 1–3). This reduces legal drafting time (benefit) but risks poor fit if associations accept defaults without tailoring (cost/operational risk).\n\n- Regulator discretion and compliance burden: The Director's power to request changes (reg 3(2)) gives the regulator a gatekeeping role which can prevent constitution terms that conflict with the Act but also creates an administrative step and potential delay for incorporations or alterations.\n\n- Centralised committee authority vs member control: The Committee is given broad management power (clause 23), including hiring and delegating to subcommittees (clause 23(3)–(4) and clause 25). General meetings retain specific reserved matters and the power to remove committee members (clauses 23(2), 32). This concentrates day-to-day decision-making in a smaller body while leaving major changes to members (trade-off between efficiency and member control).\n\n- Membership gatekeeping and appeals: Membership applications require a written application with proposer and seconder (clause 9) and a Committee decision process with a short internal appeal right (clause 10). Suspension/expulsion also follows a committee notice, hearing, and a member appeal to a general meeting (clauses 21–22). These staged procedures create internal due-process protections, but also procedural burden and potential delay in resolving disputes.\n\n- Financial controls and accountability: The Treasurer has specified duties (clause 37) and the model requires dual signatories on cheques and specified deposit timing (clause 54). The Committee must ensure accounting and audit obligations under the Act are met (clause 55). These features reduce financial mismanagement risk but impose administrative costs on small volunteer-run associations.\n\n- Grievance and mediation: The model makes internal mediation a precondition to escalated legal steps (clause 56). Mediators can be chosen by parties or, in some disputes, appointed through the department administering the Act—this introduces a role for an external public mediator in member/committee disputes (clause 56(4)(b)(ii)). This reduces immediate recourse to courts but may shift some dispute workload to departmental mediators and creates dependency on their availability.\n\n- Winding up restrictions: Surplus assets cannot be distributed to members on winding up; they must be transferred to a like non-profit association (clause 58). That preserves non‑profit character but eliminates return-of-capital options for members.\n\nConcentrated benefits and potential risks\n\n- Concentrated benefits: Small associations benefit from a low-cost, ready-made constitution. Lawyers and advisers may see reduced drafting demand.\n- Diffuse costs: Small administrative burdens (filing, meetings, record-keeping, audits) fall on all adopting associations; the cost per association is small but cumulative across many associations.\n- Capture and rent‑seeking risk: Limited. The Director's oversight and the template nature of the instrument reduce the scope for special interest drafting within this model—but associations can still add or replace details in the Schedule to suit particular interests (Schedule Parts 2–3).\n\nWho pays, who decides, and what behaviour changes\n\n- Who pays: Members pay joining and annual fees (clauses 11–12). Associations bear costs of compliance (filing, record-keeping, meetings, possible audits). The public administration bears the administrative cost of examining and requesting changes to filed constitutions.\n- Who decides: The Committee runs day-to-day affairs; members decide reserved matters at general meetings; the Director approves incorporations and constitution changes (reg 3(1)–(2); Schedule clauses 23, 44–47).\n- Behaviour changes: Adopting associations will likely standardise governance practices, institute formal voting and meeting procedures, and adopt the prescribed financial controls and dispute-resolution steps. Some groups may accept defaults rather than customize, producing greater homogeneity in association governance.\n\nPractical notes for an association considering adoption\n\n- Complete the mandatory Part 1 entries carefully (name, objects, quorum, minimum members, financial year).\n- Review the replaceable defaults in Part 2 and optional additions in Part 3 to ensure they fit the association's needs (e.g. meeting frequency, notice periods, committee composition).\n- Be prepared for the Director to request changes before approval (reg 3(2)).\n- Understand the internal dispute and appeals processes (clauses 10, 21–22, 56) and how they interact with external remedies in the Act.\n\nPrimary legal hooks: reg 2 (adoption), reg 3 (filing and Director's power), reg 4 (ratification), Schedule (full model constitution: membership, committee, meetings, finances, disputes), reg 5 (transitional reference update)."}},"importantCases":[],"_links":{"self":"/api/acts/associations-model-constitution-regulations-2004","history":"/api/acts/associations-model-constitution-regulations-2004/history","analysis":"/api/acts/associations-model-constitution-regulations-2004/analysis","conflicts":"/api/acts/associations-model-constitution-regulations-2004/conflicts","importantCases":"/api/acts/associations-model-constitution-regulations-2004/important-cases","documents":"/api/acts/associations-model-constitution-regulations-2004/documents"}}