ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004 (Northern Territory)

These Regulations provide a ready-made, statutory model constitution for incorporated associations in the Northern Territory, and prescribe how an association may adopt, amend and file that document with the Registrar (the Director). Mechanically, the Regulations do three things.

First, they make a specific model constitution available for adoption, as the Schedule to the Regulations (r 2(1)). Adoption requires completing the mandatory fields in Part 1 of the Schedule (r 2(2)), while permitting prescribed alterations (Part 2) and additions (Part 3) by completion of the relevant Schedule entries (r 2(3)-(4)). The Schedule itself contains a full, clause-numbered constitution, with discrete parts addressing preliminary matters, powers, membership, committee composition, meetings, financial management, grievance procedures and winding-up rules.

Second, the Regulations mandate filing practice. The completed Schedule must be filed with the Director either as part of an application for incorporation (if the association is not yet incorporated) or as part of the documents required to alter a constitution for an already incorporated association (r 3(1)(a)-(b)). The Director has an express power to request changes to the details in the Schedule before issuing a certificate of incorporation or approving an alteration (r 3(2)). If the model constitution is adopted on incorporation, the constitution must be ratified by special resolution at the first general meeting (r 4(1)). An existing constitution governs whether an association can adopt the model (r 4(2)).

Third, the Regulations include a transitional clause (r 5) that converts any pre-existing references in an adopted model constitution to the Commissioner for Consumer Affairs into references to the Director, following the Justice and Licensing Legislation Further Amendment Act 2022.

NORTHERN TERRITORY OF AUSTRALIA ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004 As in force at 1 February 2023 Table of provisions 1 Citation ............................................................................................ 1 2 Adoption of model constitution......................................................... 1 3 Filing with Director ........................................................................... 1 4 Ratification of model constitution ..................................................... 2 5 Transitional matter for Justice and Licensing Legislation Further Amendment Act 2022.......................................................... 2 Schedule Model Constitution ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

As in force at 1 February 2023

ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004 Regulations under the Associations Act 2003 1 Citation These Regulations may be cited as the Associations (Model Constitution) Regulations 2004. 2 Adoption of model constitution (1) An association may adopt the model constitution in the Schedule to these Regulations. (2) The association must complete all the details in Part 1 of the Schedule to the model constitution. (3) The association may make alterations to the model constitution by completing any of the details in Part 2 of the Schedule to the model constitution. (4) The association may add to the model constitution by completing any of the details in Part 3 of the Schedule to the model constitution. 3 Filing with Director (1) The association must file the completed Schedule to the model constitution with the Director: (a) if it is not incorporated – with its application for incorporation under section 8 of the Act; or (b) if it is already incorporated and is altering its constitution – as part of the documents required to be filed by section 23 of the Act. (2) The Director may request changes to the details in the Schedule to the model constitution before issuing a certificate of incorporation or approving the alteration of the constitution.

Associations (Model Constitution) Regulations 2004 2 4 Ratification of model constitution (1) If the association adopts the model constitution on incorporation, the constitution must be ratified by special resolution at the first general meeting of the incorporated association. (2) An incorporated association may not adopt the model constitution unless the adoption is authorised, and made in the manner provided, by the constitution of the association in force at the time. 5 Transitional matter for Justice and Licensing Legislation Further Amendment Act 2022 If an association adopted the model constitution before the commencement of Part 3, Division 5 of the Justice and Licensing Legislation Further Amendment Act 2022, a reference in the constitution to the Commissioner for Consumer Affairs is taken to be a reference to the Director.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 3 Schedule Model Constitution regulation 2(1) Part 1 Preliminary 1 Name The name of the incorporated association (the Association) is stated in the Schedule. 2 Objects and purposes The objects and purposes of the Association are specified in the Schedule. 3 Minimum number of members The Association must have at least the number of members specified in the Schedule. 4 Definitions In this Constitution, unless the contrary intention appears: Act means the Associations Act 2003 and regulations made under that Act. Committee means the Management Committee of the Association. financial institution means an ADI. general meeting means a general meeting of members convened in accordance with clause 44. member means a member of the Association. register of members means the register of the Association's members established and maintained under section 34 of the Act. special resolution means a resolution notice of which is given under clause 47 and passed in accordance with section 37 of the Act.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 4 Part 2 Constitution and powers of Association 5 Powers of Association (1) For achieving its objects and purposes, the Association has the powers conferred by sections 11 and 13 of the Act. (2) Subject to the Act, the Association may do all things necessary or convenient for carrying out its objects or purposes, and in particular, may: (a) acquire, hold and dispose of real or personal property; (b) open and operate accounts with financial institutions; (c) invest its money in any security in which trust monies may lawfully be invested; (d) raise and borrow money on the terms and in the manner it considers appropriate; (e) secure the repayment of money raised or borrowed, or the payment of a debt or liability; (f) appoint agents to transact business on its behalf; and (g) enter into any other contract it considers necessary or desirable. 6 Effect of Constitution This Constitution binds every member and the Association to the same extent as if every member and the Association had signed and sealed this Constitution and agreed to be bound by it. 7 Inconsistency between Constitution and Act If there is any inconsistency between this Constitution and the Act, the Act prevails. 8 Altering the Constitution (1) The Association may alter this Constitution by special resolution but not otherwise. (2) If the Constitution is altered, the public officer must ensure compliance with section 23 of the Act.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 5 Part 3 Members Division 1 Membership 9 Application for membership To apply to become a member of the Association a person must: (a) submit a written application for membership to the Committee: (i) in a form approved by the Committee; and (ii) signed by the person and both of the members referred to in paragraph (b); and (b) be proposed by one member and seconded by another member. 10 Approval of Committee (1) The Committee must consider any application made under clause 9 at the next available committee meeting and must accept or reject the application at that meeting or the next. (2) If an application is rejected, the applicant may appeal against the decision by giving notice to the Secretary within 14 days after being advised of the rejection. (3) If an applicant gives notice of an appeal against the rejection of his or her application, the Committee must reconsider the application at the next committee meeting after receipt of the notice of appeal. (4) If after reconsidering an application the Committee reaffirms its decision to reject the application, the decision is final. 11 Joining fee (1) If an application for membership is approved by the Committee, the applicant becomes a member on payment of the joining fee. (2) The joining fee is either: (a) a pro rata annual fee based on the remaining part of the financial year; or (b) the amount determined from time to time by resolution at a general meeting.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 6 12 Annual membership fees (1) The annual membership fee is the amount determined from time to time by resolution at a general meeting. (2) Each member must pay the annual membership fee to the Treasurer by the first day of each financial year or another date determined by the Committee from time to time. (3) A member whose subscription is not paid within 3 months after the due date ceases to be a member unless the Committee determines otherwise. Division 2 Rights of members 13 General (1) Subject to clause 14(2), a member may exercise the rights of membership when his or her name is entered in the register of members. (2) A right of membership of the Association: (a) is not capable of being transferred or transmitted to another person; and (b) terminates on the cessation of membership whether by death, resignation or otherwise. 14 Voting (1) Subject to subclause (2) and clause 18, each member has one vote at general meetings of the Association. (2) A member is not eligible to vote until 10 working days after his or her application has been accepted. 15 Notice of meetings and special resolutions The Secretary must give all members notice of general meetings and special resolutions in the manner and time prescribed by this Constitution. 16 Access to information on Association The following must be available for inspection by members: (a) a copy of this Constitution; (b) minutes of general meetings;

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 7 (c) annual reports and annual financial reports. 17 Raising grievances and complaints (1) A member may raise a grievance or complaint about a committee member, the Committee or another member of the Association. (2) The grievance or complaint must be dealt with by the procedures set out in Part 8. 18 Associate members An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting. Division 3 Termination, death, suspension and expulsion 19 Termination of membership Membership of the Association may be terminated by: (a) a notice of resignation addressed and posted to the Association or given personally to the Secretary or another committee member; (b) non-payment of the annual membership fee within the time allowed under clause 12(3); or (c) expulsion in accordance with this Division. 20 Death of member or whereabouts unknown If a member dies or the whereabouts of a member are unknown, the Committee must cancel the member's membership. 21 Suspension or expulsion of members (1) If the Committee considers that a member should be suspended or expelled because his or her conduct is detrimental to the interests of the Association, the Committee must give notice of the proposed suspension or expulsion to the member. (2) The notice must: (a) be in writing and include: (i) the time, date and place of the committee meeting at which the question of that suspension or expulsion will be decided; and (ii) the particulars of the conduct; and

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 8 (b) be given to the member not less than 30 days before the date of the committee meeting referred to in paragraph (a)(i). (3) At the meeting, the Committee must afford the member a reasonable opportunity to be heard or to make representations in writing. (4) The Committee may suspend or expel or decline to suspend or expel the member from the Association and must give written notice of the decision and the reason for it to the member. (5) Subject to clause 22, the decision to suspend or expel a member takes effect 14 days after the day on which notice of the decision is given to the member. 22 Appeals against suspension or expulsion (1) A member who is suspended or expelled under clause 21 may appeal against that suspension or expulsion by giving notice to the Secretary within 14 days after receipt of the Committee's decision. (2) The appeal must be considered at a general meeting of the Association and the member must be afforded a reasonable opportunity to be heard at the meeting or to make representations in writing prior to the meeting for circulation at the meeting. (3) The members present at the general meeting must, by resolution, either confirm or set aside the decision of the Committee to suspend or expel the member. (4) The member is not suspended or does not cease to be a member until the decision of the Committee to suspend or expel him or her is confirmed by a resolution of the members. Part 4 Management Committee Division 1 General 23 Role and powers (1) The business of the Association must be managed by or under the direction of a Management Committee. (2) The Committee may exercise all the powers of the Association except those matters that the Act or this Constitution requires the Association to determine through a general meeting of members. (3) The Committee may appoint and remove staff.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 9 (4) The Committee may establish one or more subcommittees consisting of the members of the Association the Committee considers appropriate. 24 Composition of Committee (1) The Management Committee consists of: (a) a Chairperson; (b) a Vice-Chairperson; (c) a Secretary; (d) a Treasurer; and (e) any other office holder provided in the Schedule. (2) Unless elected directly as a separate office holder, the Committee must appoint one committee member to be the Association's public officer. 25 Delegation (1) The Committee may delegate to a subcommittee or staff any of its powers and functions other than: (a) this power of delegation; or (b) a duty imposed on the Committee by the Act or any other law. (2) The delegation must be in writing and may be subject to the conditions and limitations the Committee considers appropriate. (3) The Committee may, in writing, revoke wholly or in part the delegation. Division 2 Tenure of office 26 Eligibility of committee members (1) A committee member must be a member who is 18 years or over. (2) A committee member must also meet the criteria provided in the Schedule. (3) Committee members must be elected to the Committee at an annual general meeting or appointed under clause 33.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 10 27 Nominations for election to committee (1) A member is not eligible for election to the Committee unless the Secretary receives a written nomination for that member by another member not less than 7 days before the date of the next annual general meeting. (2) The nomination must be signed by: (a) the nominator and a seconder; and (b) the nominee to signify his or her willingness to stand for election. (3) A person who is eligible for election or re-election under this clause may: (a) propose or second himself or herself for election or re- election; and (b) vote for himself or herself. 28 Retirement of committee members (1) A committee member holds office until the next annual general meeting unless the member vacates the office under clause 31 or is removed under clause 32. (2) Subject to subclause (3), at an annual general meeting the office of each committee member becomes vacant and elections for a new Committee must be held. (3) The Chairperson of the outgoing Committee must preside at the annual general meeting until a new member is elected as Chairperson. (4) Members may serve consecutive terms on the Committee unless otherwise provided in the Schedule. 29 Election by default (1) If the number of persons nominated for election to the Committee under clause 27 does not exceed the number of vacancies to be filled, the Chairperson must declare the persons to be duly elected as members of the Committee at the annual general meeting. (2) If vacancies remain on the Committee after the declaration under subclause (1), additional nominations of committee members may be accepted from the floor of the annual general meeting.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 11 (3) If the nominations from the floor do not exceed the number of remaining vacancies, the Chairperson must declare those persons to be duly elected as members of the Committee. (4) If the nominations from the floor are less than the number of remaining vacancies, the unfilled vacancies are taken to be casual vacancies and must be filled by the new Committee in accordance with clause 33. 30 Election by ballot (1) If the number of nominations exceeds the number of vacancies on the Committee, ballots for those positions must be conducted. (2) The ballot must be conducted in a manner determined from time to time by resolution at a general meeting. (3) The members chosen by ballot must be declared by the Chairperson to be duly elected as members of the Committee. 31 Vacating office The office of a committee member becomes vacant if: (a) the member: (i) is disqualified from being a committee member under section 30 or 40 of the Act; (ii) resigns by giving written notice to the Committee; (iii) dies or is rendered permanently incapable of performing the duties of office by mental or physical ill-health; (iv) ceases to be a resident of the Territory; or (v) ceases to be a member of the Association; (b) the member is absent from more than: (i) 3 consecutive committee meetings; or (ii) 3 committee meetings in the same financial year without tendering an apology to the Chairperson; of which meetings the member received notice and the Committee has resolved to declare the office vacant; or (c) in any of the circumstances provided for by the Schedule.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 12 32 Removal of committee member (1) The Association, through a special general meeting of members, may remove any committee member before the member's term of office ends. (2) If a vacancy arises through removal under subclause (1), an election must be held to fill the vacancy. 33 Filling casual vacancy on Committee (1) If a vacancy remains on the Committee after the application of clause 29 or if the office of a committee member becomes vacant under clause 31, the Committee may appoint any member of the Association to fill that vacancy. (2) However, if the office of public officer becomes vacant, a person must be appointed under section 27(6) of the Act to fill the vacancy. Division 3 Duties of committee members 34 Collective responsibility of Committee (1) As soon as practicable after being elected to the Committee, each committee member must become familiar with the Act and regulations made under the Act. (2) The Committee is collectively responsible for ensuring the Association complies with the Act and regulations made under the Act. 35 Chairperson and Vice-Chairperson (1) Subject to subclauses (2) and (3), the Chairperson must preside at all general meetings and committee meetings. (2) If the Chairperson is absent from a meeting, the Vice-Chairperson must preside at the meeting. (3) If the Chairperson and the Vice-Chairperson are both absent, the presiding member for that meeting must be: (a) a member elected by the other members present if it is a general meeting; or (b) a committee member elected by the other committee members present if it is a committee meeting.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 13 36 Secretary The Secretary must: (a) coordinate the correspondence of the Association; (b) ensure minutes of all proceedings of general meetings and of committee meetings are kept in accordance with section 38 of the Act; (c) maintain the register of members in accordance with section 34 of the Act; (d) unless the members resolve otherwise at a general meeting – have custody of all books, documents, records and registers of the Association, other than those required by clause 37(5) to be in the custody of the Treasurer; and (e) perform any other duties imposed by this Constitution on the Secretary. 37 Treasurer (1) The Treasurer must: (a) receive all moneys paid to or received by the Association and issue receipts for those moneys in the name of the Association; (b) pay all moneys received into the account of the Association within 5 working days after receipt; (c) make any payments authorised by the Committee or by a general meeting of the Association from the Association's funds; and (d) ensure cheques are signed by him or her and at least one other committee member, or by any 2 other committee members authorised by the Committee. (2) The Treasurer must ensure the accounting records of the Association are kept in accordance with section 41 of the Act. (3) The Treasurer must coordinate the preparation of the Association's annual statement of accounts. (4) If directed to do so by the Chairperson, the Treasurer must submit to the Committee a report, balance sheet or financial statement in accordance with that direction.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 14 (5) The Treasurer has custody of all securities, books and documents of a financial nature and accounting records of the Association unless the members resolve otherwise at a general meeting. (6) The Treasurer must perform any other duties imposed by this Constitution on the Treasurer. 38 Public officer (1) The public officer must ensure that documents are filed with the Director in accordance with sections 23, 28 and 45 of the Act. (2) The public officer must keep a current copy of the Constitution of the Association. Part 5 Meetings of Management Committee 39 Frequency and calling of meetings (1) The Committee must meet together for the conduct of business not less than 4 times in each financial year unless otherwise provided in the Schedule. (2) The Chairperson, or at least half the committee members, may at any time convene a special meeting of the Committee. (3) A special meeting may be convened to deal with an appeal under clause 22. 40 Voting and decision making (1) Each committee member present at the meeting has a deliberative vote. (2) A question arising at a committee meeting must be decided by a majority of votes. (3) If there is no majority, the person presiding at the meeting has a casting vote in addition to a deliberative vote. 41 Quorum For a committee meeting, one-half of the committee members constitutes a quorum unless otherwise provided in the Schedule. 42 Procedure and order of business (1) The procedure to be followed at a committee meeting must be determined from time to time by the Committee.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 15 (2) The order of business may be determined by the members present at the meeting. (3) Only the business for which the meeting is convened may be considered at a special meeting. 43 Disclosure of interest (1) A committee member who has a direct or indirect pecuniary interest in a contract, or proposed contract, with the Association must disclose the nature and extent of the interest to the Committee in accordance with section 31 of the Act. (2) The Secretary must record the disclosure in the minutes of the meeting. (3) The Chairperson must ensure a committee member who has a direct or indirect pecuniary interest in a contract, or proposed contract, complies with section 32 of the Act. Part 6 General meetings 44 Convening general meetings (1) The Association must hold its first annual general meeting within 18 months after its incorporation. (2) The Association must hold all subsequent annual general meetings within 5 months after the end of the Association's financial year. (3) The Committee: (a) may at any time convene a special general meeting; (b) must, within 30 days after the Secretary receives a notice under clause 22(1), convene a special general meeting to deal with the appeal to which the notice relates; and (c) must, within 30 days after it receives a request under clause 45(1), convene a special general meeting for the purpose specified in that request. 45 Special general meetings (1) Half the number of members constituting a quorum for a general meeting may make a written request to the Committee for a special general meeting unless otherwise provided in the Schedule.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 16 (2) The request must: (a) state the purpose of the special general meeting; and (b) be signed by the members making the request. (3) If the Committee fails to convene a special general meeting within the time allowed: (a) for clause 44(3)(b) – the appeal against the decision of the Committee is upheld; and (b) for clause 44(3)(c) – the members who made the request may convene a special general meeting as if they were the Committee. (4) If a special general meeting is convened under subclause (3)(b), the Association must meet any reasonable expenses of convening and holding the special general meeting. (5) The Secretary must give to all members not less than 21 days notice of a special general meeting. (6) The notice must specify: (a) when and where the meeting is to be held; and (b) the particulars of and the order in which business is to be transacted. 46 Annual general meeting (1) The Secretary must give to all members not less than 30 days notice of an annual general meeting unless otherwise provided in the Schedule. (2) The notice must specify: (a) when and where the meeting is to be held; and (b) the particulars of and the order in which business is to be transacted. (3) The order of business for each annual general meeting is as follows: (a) first – the consideration of the accounts and reports of the Committee; (b) second – the election of new committee members;

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 17 (c) third – any other business requiring consideration by the Association at the meeting. 47 Special resolutions (1) A special resolution may be moved at any general meeting of the Association. (2) The Secretary must give all members not less than 21 days notice of the meeting at which a special resolution is to be proposed unless otherwise provided in the Schedule. (3) The notice must include the resolution to be proposed and the intention to propose the resolution as a special resolution. 48 Notice of meetings (1) The Secretary must give a notice under this Part by: (a) serving it on a member personally; or (b) sending it by post to a member at the address of the member appearing in the register of members. (2) If a notice is sent by post under subclause (1)(b), sending of the notice is taken to have been properly effected if the notice is addressed and posted to the member by ordinary prepaid mail. 49 Quorum at general meetings At a general meeting, the number or the proportion of members present in person specified in the Schedule constitutes a quorum. 50 Lack of quorum (1) If within 30 minutes after the time specified in the notice for the holding of a general meeting a quorum is not present: (a) for an annual general meeting or special general meeting convened under clause 44(3)(a) – the meeting stands adjourned to the same time on the same day in the following week and to the same place; (b) for a meeting convened under clause 44(3)(b) – the members who are present in person or by proxy may proceed with hearing the appeal for which the meeting is convened; or (c) for a meeting convened under clause 44(3)(c) – the meeting lapses.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 18 (2) If within 30 minutes after the time appointed by subclause (1)(a) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may proceed with the business of that general meeting as if a quorum were present. (3) The Chairperson may, with the consent of a general meeting at which a quorum is present, and must, if directed by the members at the meeting, adjourn that general meeting from time to time and from place to place. (4) There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned. (5) If a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice of the adjourned general meeting as if that general meeting were a fresh general meeting. 51 Voting (1) Subject to clauses 14(2) and 18, each member present in person or by proxy at a general meeting is entitled to a deliberative vote. (2) At a general meeting: (a) an ordinary resolution put to the vote is decided by a majority of votes made in person or by proxy; and (b) a special resolution put to the vote is passed if three-quarters of the members who are present in person or by proxy vote in favour of the resolution. (3) A poll may be demanded by the Chairperson or by 3 or more members present in person or by proxy. (4) If demanded, a poll must be taken immediately and in the manner the Chairperson directs. 52 Proxies A member may appoint in writing another member to be the proxy of the appointing member to attend and vote on behalf of the appointing member at any general meeting. Part 7 Financial management 53 Financial year The financial year of the Association is specified in the Schedule.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 19 54 Funds and accounts (1) The Association must open an account with a financial institution from which all expenditure of the Association is made and into which all of the Association's revenue is deposited. (2) Subject to any restrictions imposed by the Association at a general meeting, the Committee may approve expenditure on behalf of the Association within the limits of the budget. (3) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 committee members. (4) All funds of the Association must be deposited into the financial account of the Association no later than 5 working days after receipt or as soon as practicable after that day. (5) With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction. 55 Accounts and audits The responsibility of the Committee under clause 34(2) for ensuring compliance with the Act includes meeting the requirements of Part 5 of the Act and regulations made for that Part relating to: (a) the keeping of accounting records; (b) the preparation and presentation of the Association's annual statement of accounts; and (c) the auditing of the Association's accounts. Part 8 Grievance and disputes 56 Grievance and disputes procedures (1) This clause applies to disputes between: (a) a member and another member; or (b) a member and the Committee. (2) Within 14 days after the dispute comes to the attention of the parties to the dispute, they must meet and discuss the matter in dispute, and, if possible, resolve the dispute.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 20 (3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days after the meeting, hold another meeting in the presence of a mediator. (4) The mediator must be: (a) a person chosen by agreement between the parties; or (b) in the absence of agreement: (i) for a dispute between a member and another member – a person appointed by the Committee; or (ii) for a dispute between a member and the Committee – a person who is a mediator appointed or employed by the department administering the Act. (5) A member of the Association can be a mediator. (6) The mediator cannot be a party to the dispute. (7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation. (8) The mediator, in conducting the mediation, must: (a) give the parties to the mediation process every opportunity to be heard; (b) allow due consideration by all parties of any written statement submitted by any party; and (c) ensure natural justice is accorded to the parties to the dispute throughout the mediation process. (9) The mediator must not determine the dispute. (10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law. Part 9 Miscellaneous 57 Common seal (1) The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded by the Secretary.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 21 (2) The affixing of the common seal of the Association must be witnessed by any 2 of the following: (a) the Chairperson; (b) the Secretary; (c) the Treasurer. (3) The common seal of the Association must be kept in the custody of the Secretary or another person the Committee from time to time decides. 58 Distribution of surplus assets on winding up (1) If on the winding up or dissolution of the Association, and after satisfaction of all its debts and liabilities, there remains any assets, the assets must not be distributed to the members or former members. (2) The surplus assets must be given or transferred to another association incorporated under the Act that: (a) has similar objects or purposes; (b) is not carried on for profit or gain to its individual members; and (c) is determined by resolution of the members.

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 22 SCHEDULE TO THE CONSTITUTION PART 1 – MANDATORY DETAILS Name (clause 1) The name of the incorporated association is …………...………………………… ………………………………………………………………………………………….. [The name of an incorporated association is the name of the association followed by the word "Incorporated". Refer Schedule 1 of the Associations Regulations 2004 for Unauthorised Names.] Objects and purposes (clause 2) The objects and purposes of the Association are as follows: (a) (b) (c) (d) [List all the objects and purposes of the Association.] Minimum number of members (clause 3) The Association must have at least …………………. members. [Under section 26 of the Act an incorporated association must not have less than 5 members.]

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 23 Quorum at general meetings (clause 49) At a general meeting …………………… members present in person constitutes a quorum. [Insert a number or fraction or percentage of total membership.] Financial year (clause 53) The financial year of the Association is the period of 12 months ending on ………………………………………. [insert day and month, e.g. "30 June".] PART 2 – REPLACEABLE DETAILS Clause Description of clause Default detail Replacing detail 28(4) Consecutive terms of committee members may serve consecutive terms 39(1) Frequency of committee meetings at least 4 times each financial year 41 Quorum for committee meeting half the committee members 45 Number of members who can request a special general meeting half the quorum of members for a general meeting 46(1) Notice of an annual general meeting at least 30 days 47(2) Notice of special resolution at least 21 days [If no entry is inserted in the column headed "Replacing detail", the "Default detail" applies.]

Schedule Model Constitution Associations (Model Constitution) Regulations 2004 24 PART 3 – ADDITIONAL DETAILS Composition of Committee (clause 24) In addition to the office holders specified in the Constitution, the Management Committee consists of: [List additional office holders.] Eligibility of committee members (clause 26) In addition to the criterion specified in the Constitution, a committee member must meet the following criteria: [List additional criteria.] Vacating office (clause 31) In addition to the circumstances specified in the Constitution, the office of a committee member becomes vacant if: [List additional circumstances.]

ENDNOTES Associations (Model Constitution) Regulations 2004 25 ENDNOTES 1 KEY Key to abbreviations amd = amended od = order app = appendix om = omitted bl = by-law pt = Part ch = Chapter r = regulation/rule cl = clause rem = remainder div = Division renum = renumbered exp = expires/expired rep = repealed f = forms s = section Gaz = Gazette sch = Schedule hdg = heading sdiv = Subdivision ins = inserted SL = Subordinate Legislation lt = long title sub = substituted nc = not commenced 2 LIST OF LEGISLATION Associations (Model Constitution) Regulations (SL No. 28, 2004) Notified 11 August 2004 Commenced 11 August 2004 Statute Law Revision Act 2017 (Act No. 4, 2017) Assent date 10 March 2017 Commenced 12 April 2017 (Gaz G15, 12 April 2017, p 3) Justice and Licensing Legislation Further Amendment Act 2022 (Act No. 21, 2022) Assent date 31 October 2022 Commenced pt 3: 1 February 2023; rem: 21 December 2022 (Gaz G50, 21 December 2022, p 1) 3 GENERAL AMENDMENTS General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) to: r 1 and sch 4 LIST OF AMENDMENTS r 3 amd Act No. 21, 2022, s 42 r 5 ins Act No. 21, 2022, s 43 sch amd Act No. 4, 2017, s 34; Act No. 21, 2022, s 44

1 ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004

NORTHERN TERRITORY OF AUSTRALIA

As in force at 1 February 2023

The Regulations operate through two complementary concepts: (1) a prescriptive, modular model constitution embodied in the Schedule and (2) procedural gatekeeping by the Director at incorporation or constitutive alteration.

The model constitution is modular. It separates mandatory particulars (Schedule Part 1), replaceable default details (Part 2) and optional additional details (Part 3). Mandatory particulars include the association name, objects and purposes, minimum number of members, quorum at general meetings and the financial year (Schedule Part 1). Replaceable details set defaults that will apply unless the association inserts a different option in the Schedule, for example frequency of committee meetings (default at least four times per financial year), committee-quorum (default half the committee) and notice periods for annual general meetings and special resolutions (default 30 and 21 days respectively) (Schedule Part 2 table). Additional details allow the association to add extra office-holder roles, additional eligibility criteria for committee members, and extra grounds for vacating office (Schedule Part 3).

The model constitution itself is structured like a complete rulebook. Key governance features in the Schedule include: powers and effect of the constitution (clauses 5-8); detailed membership rules and rights, including application, approval, fees and termination (clauses 9-22); committee composition, tenure, nomination, election, delegation and duties (clauses 23-38); meeting rules (committee and general meetings clauses 39-52); financial management and audit requirements (clauses 53-55); a formal mediation-based grievance procedure (clause 56); and winding-up asset distribution restrictions (clause 58).

Procedurally, the Director is a control point. The completed Schedule must be filed with incorporation applications or with documents required for constitutional alteration (r 3(1)). The Director may request changes to details in the Schedule before issuing a certificate of incorporation or approving an alteration (r 3(2)). If the association adopts the model on incorporation, it must ratify the constitution by special resolution at the first general meeting (r 4(1)).

Statutory embedding occurs through repeated cross-reference to the Associations Act. The model constitution repeatedly instructs committee members, secretaries and public officers to comply with particular provisions of the Act (for example, recordkeeping and filing duties in clauses 34, 36, 37 and 38). Clause 7 explicitly states that where there is inconsistency the Act prevails.

These mechanisms create a template that standardises governance, contains default governance choices, and links adoption and alteration into the formal filing and approval pathway under the Act via the Director.

The Regulations and the Schedule affect three principal groups and a few secondary actors.

Prospective incorporated associations. An unincorporated body that wishes to incorporate under the Associations Act 2003 and elects to adopt the model constitution must complete Part 1 of the Schedule, file the Schedule with its application for incorporation (r 3(1)(a)), and then, if the model is adopted on incorporation, ratify it by special resolution at the first general meeting (r 4(1)). The association must ensure the Schedule’s mandatory entries are completed correctly to satisfy filing requirements.
Existing incorporated associations seeking to alter their constitutions. Those associations may adopt the model constitution in whole or in part as an alteration, but the completed Schedule must be filed as part of the documents required by s 23 of the Act (r 3(1)(b)). Adoption is constrained by the terms of the association’s current constitution: r 4(2) requires that adoption be authorised and made in the manner provided by the existing constitution.
Committee members and office-holders. The Schedule defines the Management Committee’s composition (clause 24), duties (clauses 34-38), meeting obligations (clauses 39-43) and accountability for compliance with the Act (clause 34(2)). Specific roles such as Secretary, Treasurer and public officer have enumerated obligations (clauses 36-38). Committee members must be members aged 18 or over and meet any additional criteria recorded in the Schedule (clause 26). Committee members also carry collective responsibility for ensuring compliance with the Act (clause 34(2)).

Secondary actors include:

The Director. The Director receives incorporation documents and constitution alteration filings, can request changes to the Schedule before incorporation or approval (r 3(2)), and is the de facto filing authority for public-officer lodgements (clause 38(1) references ss 23, 28 and 45 of the Act).
Members. Members’ rights and obligations are governed by the Schedule’s membership provisions, including voting rights (clause 14), access to certain documents (clause 16) and grievance procedures (clause 56). Voting eligibility has a lag: a member is not eligible to vote until ten working days after acceptance (clause 14(2)).
Mediators. The grievance clause (clause 56) contemplates mediators chosen by the parties, with a fallback mediator appointed by the Committee for member-vs-member disputes or a mediator appointed or employed by the department administering the Act for member-vs-Committee disputes (clause 56(4)).
Financial institutions and auditors. The constitution obliges the association to open and operate accounts with a financial institution (clause 5(2)(b) and clause 54(1)), to maintain accounting records in accordance with s 41 of the Act (clause 37(2)), and to meet the requirements of Part 5 of the Act in respect of accounts and audits (clause 55).

Practically, adopting the model constitution directly affects the speed and cost of incorporation and the internal governance mechanics for volunteers and staff who will run the association. It also affects the association’s contractual capacity, borrowing powers (clause 5(2)(d)-(e)), and the framework for member discipline and dispute resolution.

The model constitution prescribes specific duties for office-holders and rights for members. The text ties many duties back to statutory duties in the Associations Act; those cross-references are explicit and create layered obligations.

Duties of the Management Committee and committee members

Collective compliance duty: clause 34(2) makes the Committee collectively responsible for ensuring compliance with the Act and regulations. Clause 34(1) requires committee members to familiarise themselves with the Act and regulations as soon as practicable after election.
Manage business: clause 23(1) requires the Committee to manage the Association’s business; clause 23(2) allows the Committee to exercise all powers except those reserved to general meetings.
Staff: clause 23(3) permits appointment and removal of staff.
Delegation: clause 25 authorises written delegations with conditions, but prohibits delegating the power to delegate or duties imposed by the Act or any other law.

Specific office-holder duties

Chairperson/Vice-Chairperson: preside at meetings per clause 35 and exercise casting vote if tie (clause 40(3)).
Secretary: coordinate correspondence, ensure minutes of meetings are kept in accordance with s 38 of the Act, maintain the register of members in accordance with s 34 of the Act, and ordinarily have custody of books, documents and registers (clause 36).
Treasurer: receive and bank monies within five working days (clause 37(1)(b)), ensure records are kept in accordance with s 41 of the Act (clause 37(2)), coordinate preparation of annual statements (clause 37(3)) and ensure cheque signatories per clause 37(1)(d). Clause 54(1) requires the Association to open an account with a financial institution; clause 54(3) requires negotiable instruments to be signed by two committee members.
Public officer: ensure documents are filed with the Director in accordance with ss 23, 28 and 45 of the Act and keep a current copy of the constitution (clause 38).

Members’ rights and entitlements

Voting: subject to clause 14(2) and clause 18, each member has one vote at general meetings (clause 14(1)); a member is not eligible to vote until 10 working days after acceptance (clause 14(2)). Proxy voting is permitted in writing (clause 52).
Access to records: clause 16 requires that members be able to inspect a copy of the constitution, minutes of general meetings, annual reports and annual financial reports.
Participation in governance: nominated members may propose and second nominations for committee (clause 27(3) permits self-nomination and voting for oneself).
Appeals process: members rejected for membership can appeal to the Committee under clause 10(2)-(4); members suspended or expelled under clause 21 have an appeal right to a general meeting under clause 22, with time limits specified.

Financial and governance obligations on members

Fees: clauses 11 and 12 set joining fees and annual subscription rules; non-payment within three months causes cessation of membership unless the Committee determines otherwise (clause 12(3)).
Compliance with constitution: clause 6 binds members to the constitution as if they had signed it.

Disciplinary and dispute framework

Suspension/expulsion: committee must provide written notice including particulars at least 30 days before the meeting considering suspension/expulsion (clause 21(2)); the committee must afford the member a reasonable opportunity to be heard (clause 21(3)); effect of decision is generally 14 days after notice unless clause 22 appeal overturns it (clauses 21(5), 22).
Grievance procedure: clause 56 imposes an internal mediation process with defined timelines before parties may litigate. The mediator may be a nominated member or, by default, a person appointed by the Committee or the department administering the Act.

Legal hierarchy and interaction

Clause 7 states the Act prevails over any inconsistency with the constitution, making many duties contingent on or coterminous with statutory duties under the Associations Act.

These duties and rights are operationally detailed: timing requirements (for notice, banking, appeals), specifics about quorum and voting thresholds (including special resolution thresholds in clause 51(2)), signatory rules for cheques and account handling, and formal records obligations (minutes, registers and annual financial statements). The Schedule thereby converts broad statutory obligations into explicit, actionable operational rules.

The Regulations and the model constitution do not themselves prescribe criminal penalties or express monetary fines within their text. Enforcement is principally indirect and operates through two channels: the Associations Act 2003 regime (to which the model constitution repeatedly defers) and internal association mechanisms.

Indirect enforcement via the Associations Act

The Schedule contains multiple express cross-references to the Associations Act and its sections (for example, clauses 4, 36, 37, 38 and 55 refer to the register of members under s 34, minutes under s 38 and accounting records under s 41). Clause 7 states that “If there is any inconsistency between this Constitution and the Act, the Act prevails.” Therefore statutory penalties, disqualification rules and regulatory sanctions provided by the Associations Act apply where the Act prescribes enforcement, criminal penalties or administrative sanctions. The Schedule refers specifically to disqualifications under sections 30 and 40 of the Act as grounds for vacating office (clause 31(a)(i)); those provisions of the Act may include disqualification consequences and are the enforcement vehicle.

Internal enforcement mechanisms

The model constitution provides internal disciplinary processes: the Committee may suspend or expel members for conduct detrimental to the Association (clause 21). The constitution prescribes notice requirements (clause 21(2)), the opportunity to be heard (clause 21(3)), written reasons (clause 21(4)) and a right of appeal to a general meeting (clause 22). The decision of members at a general meeting either confirms or sets aside the committee’s suspension/expulsion (clause 22(3)-(4)). Those internal mechanisms are procedural; they determine membership status and associated rights, rather than imposing statutory penalties.

Filing and Director supervision

The Director has a procedural gatekeeping role in approving incorporation and constitutional alterations (r 3(2)), including a discretion to request changes to Schedule details before issuing a certificate of incorporation or approving an alteration. While the Regulations do not specify sanctions for non-compliance with Director requests, failure to satisfy the Director’s requirements will block incorporation or constitutional recognition, which is a practical sanction.

Administrative consequences for officers

Clause 31 lists circumstances that will automatically vacate office, including disqualification under sections 30 or 40 of the Act, resignation, death, incapacity, ceasing to reside in the Territory, non-attendance and ceasing to be a member. Vacating office is not a penalty per se but is a removal mechanism embedded in governance rules.

No litigation-specific provisions in the Regulations

The instrument contains no express civil penalty, criminal sanction, or infringement notice schedules in the text provided. Therefore, any civil or criminal enforcement available in practice must be sought under the Associations Act or other applicable Territory laws rather than under the Regulations themselves.

Practical enforcement implications

Enforcement is therefore layered: compliance obligations are enforceable through statutory mechanisms under the Associations Act (including potential disqualification or other remedies located in the Act), internal governance actions (suspension, expulsion, appeals, and member resolutions), and the Director’s procedural control over incorporation and constitution alteration approvals. The absence of express penalties in the model constitution emphasises that regulatory enforcement will be effected via the Act and by internal corrective governance, rather than by sanctions named in the Schedule.

The Regulations and the Schedule are expressly designed to operate in tandem with the Associations Act 2003 and other legal instruments referenced in the Act. The text repeatedly cross-references Act sections, making the model constitution a subordinate, Act-linked instrument.

Direct cross-references to the Associations Act

Clause 4 of the Schedule’s “Definitions” section defines “Act” to mean the Associations Act 2003 and regulations made under it. Multiple clauses incorporate statutory duties and references by cross-reference to particular sections of the Act:
- Register of members: clause 4 defines “register of members” as established and maintained under s 34 of the Act; the Secretary’s duty to maintain the register is articulated in clause 36(c).
- Minutes: clause 36(b) mandates keeping minutes “in accordance with section 38 of the Act.”
- Accounting records: clause 37(2) requires that accounting records be kept in accordance with s 41 of the Act, and clause 55 directs the Committee to comply with Part 5 of the Act covering accounts and audits.
- Disqualification and vacancy: clause 31(a)(i) references disqualifications under sections 30 or 40 of the Act as causes of vacating office.
- Public officer filing: clause 38(1) directs the public officer to ensure documents are filed with the Director “in accordance with sections 23, 28 and 45 of the Act.”

Statutory hierarchy

Clause 7 establishes express primacy: if there is any inconsistency between the constitution and the Act, the Act prevails. That creates a legal hierarchy where procedural or substantive clauses in the constitution that conflict with the Act will be inoperative to the extent of the inconsistency.

Director and administrative law interface

The Regulations place administrative control in the Director (r 3(2)), who may request changes to Schedule details before approving incorporation or an alteration. That discretion is an administrative step that interacts with procedural rules in the Act governing incorporation and constitutional changes. The transitional provision r 5 converts references in adopted constitutions from the Commissioner for Consumer Affairs to the Director, reflecting legislative restructuring in the Justice and Licensing Legislation Further Amendment Act 2022.

Financial and external regulatory regimes

The Schedule defines “financial institution” as an ADI (clause 4). That definition links the constitution to external financial regulatory categories (approved deposit-taking institution under Commonwealth law), which may have separate regulation and compliance implications. The Treasurer’s banking and recordkeeping duties (clauses 37 and 54) therefore intersect with financial-sector compliance, anti-money laundering obligations and tax reporting obligations that exist outside the Associations Act regime.

Mediation and dispute-resolution intersection with other legal remedies

Clause 56 prescribes a mediation process prior to resort to the Act or other legal remedies, but it expressly states that if mediation fails parties “may seek to resolve the dispute in accordance with the Act or otherwise at law” (clause 56(10)). Thus statutory dispute-resolution pathways, tribunal or court actions remain open notwithstanding the internal mediation requirement.

Transitional legislative amendments

Regulation 5 effects a textual update for constitutions adopted before the commencement of Part 3, Division 5 of the Justice and Licensing Legislation Further Amendment Act 2022: references to the Commissioner for Consumer Affairs are taken to be references to the Director. This indicates an ongoing interaction with broader legislative machinery and administrative reassignments.

Consequential interactions through mandates

Many clauses impose obligations which, if not complied with, will trigger interaction with other legal areas: filing obligations with the Director (clause 38 and r 3(1)); audit obligations under Part 5 of the Act (clause 55); and potential office-holder disqualifications (clause 31) that may invoke statutory offences or prohibitions in the Act.

In short, the model constitution is not standalone. It is designed to be read and applied together with the Associations Act 2003, with the Director playing a supervisory role, and with operational links to financial, administrative and dispute-resolution law outside the Regulations themselves.

The instrument contains an explicit endnote record of its notification, commencement and subsequent amendments. The procedural timeline and amendments recorded in the instrument are as follows.

Original instrument and commencement

The Regulations were made as Associations (Model Constitution) Regulations (SL No. 28, 2004). The endnotes record notification on 11 August 2004 and commencement on 11 August 2004 (Endnotes 2 and 4).

Subsequent formal amendment chronology (as recorded in the endnotes)

Statute Law Revision Act 2017 (Act No. 4, 2017): the Schedule to the Regulations was amended by s 34 of that Act. The endnotes list that amendment and record the Statute Law Revision Act’s assent date as 10 March 2017 and commencement of the relevant change as 12 April 2017 (Endnote 2).
Justice and Licensing Legislation Further Amendment Act 2022 (Act No. 21, 2022): multiple consequential amendments are recorded:
- Regulation 3 (r 3) was amended by s 42 of Act No. 21, 2022 (Endnote 4).
- Regulation 5 (r 5) was inserted by s 43 of Act No. 21, 2022 (Endnote 4). The Endnotes record that Part 3 of that Act commenced on 1 February 2023 and other provisions on 21 December 2022, with the insertion of r 5 effective from 1 February 2023 (Endnote 2).
- The Schedule was amended by s 44 of Act No. 21, 2022 (Endnote 4).
Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018): the endnotes indicate general formal amendments of a formal nature were made to r 1 and the Schedule by that Act (Endnote 3).

Endnote summary and table of amendments

Endnote 4 specifically enumerates the amendment entries: “r 3 amd Act No. 21, 2022, s 42; r 5 ins Act No. 21, 2022, s 43; sch amd Act No. 4, 2017, s 34; Act No. 21, 2022, s 44.” These cross-references indicate the legislative instruments and sections that produced the recorded changes.

Transitional effect

The Regulations include an internal transitional provision (r 5) introduced by the 2022 amendment, which captures a textual change in instruments adopted before the commencement of a specific part of the Justice and Licensing Legislation Further Amendment Act 2022: references to the Commissioner for Consumer Affairs are taken to be references to the Director. That indicates a formal reallocation of administrative responsibility in the underlying regulatory system.

What is not present

The instrument does not record any earlier amendments prior to 2017 in the endnote summary provided. The recorded amendments are limited to the Statute Law Revision Act 2017 and the Justice and Licensing Legislation Further Amendment Act 2022, plus formal changes stated to be made by the Interpretation Legislation Amendment Act 2018.

Practical implication

Readers should note that the model constitution has been kept current to reflect administrative reorganisations and statute-law revisions, and that the Director is now the operative administrative counterpart for filings previously addressed to the Commissioner for Consumer Affairs. To identify any amendments not recorded in the instrument provided here (for example, very recent changes after 1 February 2023), practitioners should consult the Territory’s consolidated legislation database and the Register maintained by the Director.

The Regulations and the Schedule as provided contain no citations to case law, no recorded judicial decisions, and no explicit mention of litigation or court determinations. The instrument does not list any judicial review, statutory interpretation case, or authorities construing its provisions.

Practical reading of litigation exposure

Because the Regulations primarily set out a model constitution and procedural filing requirements, disputes are likely to arise in practice about: (a) the validity of a constitution adopted under the model where there is a claimed inconsistency with the Associations Act (clause 7); (b) internal disputes about membership, suspension and expulsion under clauses 21-22; (c) disputes about director or public officer filings and compliance requirements referenced in clause 38 and r 3(2); and (d) procedural challenges to decisions by the Director, including where the Director has requested changes to Schedule details prior to incorporating or approving an alteration (r 3(2)). None of these potential litigation pathways are exemplified by decisions cited in the text provided.

What is in the instrument

The only judicially-relevant material in the document are cross-references to sections of the Associations Act (for example, ss 23, 28, 30, 34, 36, 37, 38, 40, 41, 45), which themselves may generate case law. The model constitution instructs officers to comply with those sections, and any litigation concerning their obligations would reference the Act and associated case law rather than the Regulations alone.

Practical recommendation

Given the absence of recorded litigation in the instrument, practitioners should not infer settled judicial interpretations of the model constitution’s clauses from this document. If a client anticipates disputes (for example, about the validity of an expulsion, the adequacy of Director requests, or whether an adoption complied with the existing constitution as required by r 4(2)), the correct course is to search Territory tribunal and court databases for decisions construing the Associations Act and any judicial consideration of the model constitution. This instrument does not document such cases.

The model constitution and Regulations contain a number of concrete, operational traps for the unwary. They are not ambiguous in principle, but they create discrete procedural and timing requirements that can have material consequences. The following are specific points to watch, with textual anchors.

Mandatory completion and minimum members

Part 1 of the Schedule contains mandatory entries that must be completed (r 2(2); Schedule Part 1). The Schedule reminds readers that under s 26 of the Act an incorporated association must not have fewer than five members (Schedule Part 1 note). Failure to insert or meet the minimum membership number can impede incorporation or render a constitution non-compliant.

Director’s discretionary request before incorporation

r 3(2) provides the Director may request changes to Schedule details before issuing a certificate of incorporation or approving an alteration. That is a procedural hold point: applicants should expect possible queries and time delays. The instrument does not state objective criteria for those requests, so the Director’s requests may create uncertainty and delay.

Ratification requirement for associations adopting on incorporation

If the association adopts the model constitution on incorporation, it must be ratified by special resolution at the first general meeting (r 4(1)). This is a non-obvious sequencing requirement: incorporation alone does not make the model constitution fully effective unless ratified at the first general meeting.

Voting-eligibility lag

Clause 14(2) disqualifies a newly accepted member from voting until ten working days after acceptance. Members and committees must track acceptance dates to avoid invalid votes at meetings. Associations that admit members at or just before general meetings may find quorum and voting outcomes affected.

Fee-related membership cessations

Clause 12(3) states that a member whose subscription is not paid within three months after the due date ceases to be a member unless the Committee determines otherwise. This is a hard cessation rule unless the Committee exercises discretion; associations with seasonal memberships must plan renewals to avoid unintended loss of membership and quorum problems.

Notice periods and quorum mechanics

Notice periods are particular and sometimes default to entries in the Schedule (clause 46(1) default 30 days, clause 47(2) default 21 days as per Schedule Part 2). Failure to observe those notice periods can nullify decisions. Quorum for general meetings must be specified in the Schedule (clause 49); leaving it blank means uncertainty at meeting time. Committee quorum defaults to half the committee unless Schedule replaces it (clause 41, Schedule Part 2).

Special resolution threshold

Special resolutions require three-quarters of members present in person or by proxy in favour (clause 51(2)(b)). Associations must ensure sufficient turnout or proxy arrangements for decisive constitutional amendments.

Proxy formalities

Clause 52 permits proxies but requires the appointment to be in writing. The format and evidential requirements are not specified, so associations should define a proxy form to avoid disputes.

Suspension/expulsion procedural safeguards and timelines

Clause 21 requires at least 30 days’ notice of the committee meeting at which suspension/expulsion will be considered (clause 21(2)(b)). Clause 22 provides a 14-day window for appeal. Non-compliance with these timelines can render a suspension or expulsion procedurally defective.

Grievance-mediation gateway

Clause 56 requires an internal mediation sequence with specific timing (14 days to meet, then a further meeting within 10 days in front of a mediator). Parties must follow these steps before proceeding “in accordance with the Act or otherwise at law” (clause 56(10)). Failure to engage in the mediation process may affect standing or be criticised in later proceedings.

Treasurer banking and records timing

Clause 37(1)(b) and 54(4) require banking of all monies into the Association’s account within five working days. Small associations that operate cash receipts or petty cash must ensure their recordkeeping supports the five-day window.

Cheque-signing and financial controls

Clause 37(1)(d) and clause 54(3) require cheques and negotiable instruments be signed by two committee members. Associations should ensure authorised signatory lists are maintained and that delegation rules in clause 25 are properly documented in writing.

Effect of inconsistency with the Act

Clause 7 declares the Act prevails. Associations that attempt novel governance arrangements in their completed Schedule must ensure those arrangements do not conflict with the Act, because conflicting clauses will be subordinate.

Transitional textual conversions

r 5 changes references to the Commissioner for Consumer Affairs to the Director for constitutions adopted before the commencement of the specific part of the 2022 Amendment Act. Associations with older constitutions should note the automatic textual conversion and verify that filing addresses and procedures now identify the Director.

Default entries versus tailored choices

Part 2 contains default details that apply if no replacement entry is inserted. Associations who fail to make an explicit decision may be bound by defaults that do not suit operational realities, for example default meeting frequency or quorum proportions.

Filling casual vacancies for public officer

If the office of public officer becomes vacant, clause 33(2) requires appointment under s 27(6) of the Act. That indicates a specific statutory pathway and a possible gotcha if associations attempt to fill the public officer role informally.

In summary, the “gotchas” are largely timing, sequencing, notice, banking and filing requirements, together with the Director’s pre-incorporation review power and reliance on default Schedule details. Associations adopting the model should treat the Schedule as a procedural checklist.

This section is a practical, source-grounded checklist derived from the Regulations and the Schedule. It assumes an entity that wishes to adopt the model constitution either at incorporation or as an alteration. Cross-references are included to the clauses and regulations that create each obligation.

Decide whether to use the model

Confirm that the association’s existing constitution (if any) authorises adoption in the manner required (r 4(2)). If adopting at incorporation, plan for ratification at the first general meeting (r 4(1)).

Complete mandatory Schedule Part 1 before filing

Fill out the entries required by Schedule Part 1: name (clause 1), objects and purposes (clause 2), minimum number of members (clause 3,note s 26 of the Act requires at least five members), quorum at general meetings (clause 49) and the financial year (clause 53). r 2(2) requires completion of all details in Part 1.

Choose defaults and optional customisations

Decide whether to accept default entries in Schedule Part 2 or insert replacing details for items such as committee meeting frequency, committee quorum, member thresholds to request a special meeting, notice periods and special resolution notices. If additional office holders or eligibility criteria are needed, complete Schedule Part 3.

File the completed Schedule with the Director at the correct stage

If incorporating, attach the completed Schedule to the application for incorporation under s 8 of the Act (r 3(1)(a)). If the association is incorporated and altering its constitution, file the completed Schedule as part of the documents required by s 23 of the Act (r 3(1)(b)).

Anticipate Director review

Be prepared for the Director to request changes to Schedule details prior to issuance of a certificate of incorporation or approval of an alteration (r 3(2)). Allocate time in project plans and be ready to respond to queries or produce supporting documentation.

If adopting at incorporation, plan ratification

Schedule the first general meeting and ensure members can pass a special resolution to ratify the constitution (r 4(1)); observe the special resolution notice requirements (clause 47(2) or the Schedule Part 2 replacing detail).

Implement internal governance machinery

Appoint committee members in accordance with clauses 24-33: ensure nominees are at least 18 and meet any criteria inserted in the Schedule (clause 26), obtain nominations in writing no less than seven days before the AGM (clause 27(1)), and use prescribed ballot procedures if nominations exceed vacancies (clause 30).

Recordkeeping and statutory filings

The Secretary must keep minutes, the register of members and other books in accordance with the Act (clause 36). The public officer must file documents with the Director per ss 23, 28 and 45 of the Act (clause 38(1)). Ensure processes are in place to meet these statutory filing timelines.

Financial compliance

Open and operate an account with an ADI (clause 54(1)). Ensure the Treasurer receives and banks all money into the Association’s account within five working days (clause 37(1)(b) and clause 54(4)). Keep accounting records in accordance with s 41 of the Act and meet Part 5 requirements for accounting and audit (clause 55). Ensure dual signatory arrangements for cheques and negotiable instruments (clause 37(1)(d) and clause 54(3)).

Membership processes

Adopt the application and approval process in clauses 9-10. Ensure joining fees and annual subscription rules are set and enforced per clauses 11-12. Track acceptance dates to enforce the ten-working-day voting eligibility lag (clause 14(2)) and the three-month rule for unpaid subscriptions resulting in cessation (clause 12(3)).

Meetings and notice compliance

Implement notice templates and procedures: general meeting notices (clause 48) may be served personally or by ordinary prepaid mail; annual general meeting notice default is 30 days (clause 46(1) and Schedule Part 2); special general meeting notice is at least 21 days for special resolutions (clause 47(2) and Schedule Part 2). Ensure quorum numbers match the Schedule entry (clause 49).

Dispute handling and disciplinary action

For grievances and disputes, implement the mediation steps in clause 56 with calendarised timelines: initial meeting within 14 days of the dispute coming to attention, a mediator-led meeting within 10 days if unresolved, and recording of outcomes. For suspension or expulsion, provide written notice 30 days before the committee meeting (clause 21(2)(b)), afford an opportunity to be heard (clause 21(3)), and follow appeal procedures under clause 22 with a 14-day appeal window.

Delegation and conflicts of interest

If delegating powers, do so in writing and avoid delegating powers that are prohibited (clause 25). Implement a conflicts register and ensure disclosures are recorded per clause 43, with the committee member complying with section 32 of the Act as required.

Winding-up provisions

Adopt the distribution rule in clause 58 for surplus assets on winding up: surplus assets must not be distributed to members and must be transferred to an association with similar objects, not carried on for profit, and determined by member resolution.

Regular review and audit

Schedule annual compliance reviews to ensure the association continues to meet the Act’s requirements, the Schedule defaults remain appropriate, accounts are auditable per Part 5 of the Act, and that the public officer and Secretary maintain current copies of the constitution and required filings (clause 38(2)).

Keep an administrative audit trail

Because the Director may request changes before approval (r 3(2)), maintain a paper trail of decisions made when completing Schedule entries, copies of notices sent to members, records of payments and banking, and minutes evidencing ratification or amendment decisions.

Following these steps links the practical mechanics in the Schedule to the filing and supervisory steps in r 3 and r 4. Compliance is mainly administrative and procedural: correct, timely completion of the Schedule; observing notice, quorum and voting thresholds; fulfilling filing and bookkeeping obligations; and following the prescribed internal dispute and discipline procedures.

ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004

Plain English Summary

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ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004

Source text: opening excerpt

1 ASSOCIATIONS (MODEL CONSTITUTION) REGULATIONS 2004

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply