A step-by-step guide
An association can only change its rules by passing a special resolution at a general meeting. The Meetings section provides an introduction to the concept of a special resolution.
The main steps in changing an association’s rules are to:
- determine what amendments are going to be made;
- ensure the amendments comply with the Act and draft a new copy of the rules;
- send notice to all members stating in full all proposed special resolutions to be voted on, the time and place of the general meeting where the proposed special resolutions will be moved;
- convene general meeting of members to consider the amendments;
- pass the amendments by one or more special resolutions; and
- notify Consumer Protection of the changes within one month of the meeting.
What changes are needed?
There are many reasons why associations need to make changes to their rules. In most cases the rules no longer serve the changing needs of the association or they are ineffective in dealing with issues faced by the association or they are simply out of date.
Committee members normally have the task of planning changes to the rules of the association. Some useful resources available to assist in this task include:
- The rules of every association incorporated in Western Australia are a public record available from Consumer Protection for either inspection or purchase for a fee. The rules of associations with similar objects or purposes to your own may provide helpful examples of new provisions or improved wording.
An application for a copy of any association’s rules can be made using AssociationsOnline. Simply search for the association name and follow the prompts to submit the document request.
- Schedule 1 of the Act lists all of the matters that must be provided for in the rules of all incorporated associations. These matters can also be viewed in the Act itself.
Using the Model Rules
The Model Rules are a complete set of rules prescribed by the Associations Incorporations Regulations. The Model Rules include provisions relating to all Schedule 1 matters except for:
- the name of the association;
- the objects or purposes of the association;
- the quorum for a general meeting of members of the association;
- the quorum for a meeting of the management committee of the association; and
- the period of the first financial year of the association.
If an association decides to adopt the Model Rules it will only be necessary to prepare information in relation to these matters.
Note: If the association changes any of the provisions in the Model Rules (with the exception for the matters above) it is no longer considered to be using the Model Rules.
Do the rules comply?
All incorporated associations are expected to comply with the provisions of the Act and their rules must be consistent with those provisions.
To check that your association’s proposed rules will be consistent with the Act, in particular Schedule 1, refer to the checklist included at the end of the chapter on Becoming an Incorporated Association.
Where an association’s rules do not include all of the Schedule 1 requirements the relevant part in the Model Rules will automatically apply until corrected by the Association (please note this will not occur until after the end of the three transition periods).
Do the changes meet your association's other obligations?
Depending on the association’s activities there may be other matters that need to be included in the rules. An association should be careful that any changes made to the rules do not affect its eligibility to hold certain licences, receive taxation endorsements or alter any funding arrangements were already in place.
In some situations, associations may also need to have the changes endorsed by outside bodies (for example a national body or other government department) before presenting them to members for a vote or lodging with the Department of Commerce.
If in doubt, contact the relevant authorities to discuss the proposed changes.
Associations who hold a liquor licence are required to include particular information in their rules and submit the rules to the Department of Local Government, Sport and Cultural Industries - Racing Gaming and Liquor.
Further information about the requirements under the liquor legislation is included in the Directors Policy, ‘Club Constitutions – Club and Club restricted Licences’ or by telephoning (08) 9425 1888.
Parents and citizens associations and school councils
All Western Australian Council of State School Organisations (WACSSO) affiliated associations are governed by a single standard constitution which has been approved by the Western Australian Minister for Education, which is required under sections 145 and 146 of the School Education Act 1999.
WACSSO is in the process of providing a revised constitution and will be providing instructions to affiliated associations shortly. For information please contact WACSSO on telephone 9264 4000 or firstname.lastname@example.org.
Groups holding charity tax concessions or other tax exemptions may be required to include certain information in their rules. If this applies to your association may wish to visit the ACNC website for more information.
Calling the meeting
To validate an alteration of the rules, the association must follow the correct procedure in calling a meeting.
Note: The meeting must be a general meeting. All members of the association, whether they have voting rights or not must be given notice of the meeting and invited to attend. Under the Act, the rules of an association cannot be changed without all members being advised.
The association must give notice to all members of the time, date, venue and purpose of the general meeting. A meeting may become invalid due to insufficient notice.
Sometimes the rules provide for a longer notice period for a meeting where a special resolution is to be considered. The notice should state in full the proposed special resolution(s) to be voted on at the meeting. It is good practice to also include an explanation of why the changes to the rules are being proposed to members.
Please note that it is important that the words ‘special resolution’ appear as part of the notice.
Again, if insufficient notice is given in accordance with all of the above, the special resolution will have no effect.
Occasionally associations may wish to make many changes to its rules making it complicated to list every change individually. In this case, it is appropriate to provide each member with a copy of the complete new rules as they will appear after approval. The notice of special resolution might then read: ‘It is proposed to adopt the attached rules in place of all of the existing rules of XYZ Association (Inc).’
If your association’s rules provide for proxy or postal voting the relevant forms need to be forwarded to members with the meeting notice. Meetings provides more information on this topic.
A special resolution
Firstly, the committee needs to ensure a quorum is present at the meeting. The special resolution(s) need to be moved in the same way as any other resolution.
'I move that rule 5 be changed to read ……..’
Moved: John Robertson
Seconded: Vicky Nichols
The association must ensure any resolution(s) to adopt altered rules is passed by the required majority. A special resolution needs at least 75% of members voting in person or (if permitted) by proxy or postal vote, to vote in favour of the rules being altered in the manner proposed.
Note: This means only 75% of those members present at the meeting who are eligible to vote is required.
A special resolution to alter the rules must be lodged with Consumer Protection to have effect.
Lodging the changes
For legal effect, an association must lodge any changes to its rules by special resolution within one month of passing the resolution with the Commissioner for Consumer Protection.
Associations not submitting changes on time may request the Commissioner allow the changes to be lodged outside this time limit by outlining the reasons for the delay.
Note: The Commissioner may agree to accept the request. Even with very good reasons, extensions are generally allowed for a maximum of three months. If the Commissioner does not agree to an extension it will be necessary to start the process all over again by calling another general meeting.
When sending amendments to Consumer Protection remember to:
- Submit the documents within one month of the date of the meeting.
- Complete the application in full and sign the declaration.
- Pay the correct fee.
- Attach a complete copy of the amended rules and complete the Schedule 1 matrix or statement that the association is adopting the model rules and providing the necessary information.
- Keep a copy of all the documents submitted, including the proposed alterations to the rules. Consumer Protection does not provide a final copy to the association.
It is important to note that the new rules do not take effect until the notice is lodged with and confirmed by Consumer Protection.
Consumer Protection will send a confirmation of the lodgement and the date when the altered rules will take effect. This means that the new rules cannot be used until this notification is received. In the past, some associations have altered its rules in one part of a meeting, and then used the altered rules later on in the meeting, for example in an election of office bearers. It doesn’t work that way.