Every incorporated society must have a constitution or set of rules that states clearly how it intends to be run. These rules must cover certain basic functions and responsibilities, such as:
- why the society exists,
- the conditions of membership, and
- how the society will hold meetings, make decisions and elect officers.
To help you draft your constitution, we’ve created the Constitution Builder, a ‘do-it-yourself’ online tool for writing or revising your society’s rules.
How to use the Constitution Builder
It is free to use the Constitution Builder.
To get started you will need to have some information on hand so you can fill in the gaps and customise your constitution.
Information you'll need to get started
There is some information you must supply to complete the mandatory clauses.
- Your society's name.
- Whether your society will be registered as a charitable entity under the Charities Act 2005.
- Your society's ‘objects’ or purposes (what it intends to do or achieve).
- Whether your society will have the power to borrow money.
- Some procedural information about holding general meetings
- How many days notice your society will give when callling a general meeting.
- How many members forms a quorum at a general meeting (either a set number of members or a percentage)
- Who would chair the meeting if the Chair/President is absent.
- Whether the meeting chairperson has a casting vote.
- Whether meetings can be held electronically as well as physically meeting in person.
- Whether the meeting chairperson has the power to adjourn a meeting. Also what the grounds are for removing a person from the meeting.
- What's requrired, including how much notice must be given, for motions to be able to be voted on at a general meeting.
- How many members will be on the committee (there must be at least 3) and how committee members are elected or appointed (the tool offers 3 options)
- When your society's financial year begins and ends (the day and month).
- The legal name, description or class of not-for-profit organisation that any surplus assets would be given to if your society was to be wound up, put into liquidation or removed from the register.
- How the rules can be changed
- How many members must sign the proposed motion to amend the rules and when they need to get the signed motion to the Secretary (clear days before the general meeting).
- When the Secretary must give notice to all members with details of the proposed change to the rules (clear days before the general meeting).
- Whether the resolution can be passed by a simple majority or a two-thirds majority.
- Who will have custody of the common seal and who will countersign when the common seal is affixed to a document.
There are also a number of 'Recommended' and 'Optional' clauses that you will need to customise to suit your society.
You can save your draft
Once you've started creating a constitution you can save it and come back later to finish adding the details.
When you save your draft we'll send you an email that contains a link to use when you're ready to carry on drafting.
- Make sure you enter a valid email address. You will need the email to come back to your saved draft.
- Each time you save a draft, we'll keep it in the system for 90 days.
- We'll send you a reminder email 30 days before the draft is due to expire.