Your society's constitution
Documenting how your society will operate
Every incorporated society must have a constitution (set of rules). Your constitution is an important legal document that sets out your society’s purposes, what it does and how it operates. This provides certainty and consistency in the way your society is run and how disputes are handled.
Your society can only carry out lawful activities that align with the purposes outlined in its constitution. Your officers, committee and members should always refer to this document for guidance on running your society, particularly before making any decisions.
In this guide
Current constitutions are published on the register
When your society registers for the first time it must provide us with a copy of its constitution. Any time your society changes its constitution it must provide us with details of the changes. Constitution changes only take effect once they have been registered with us.
These documents are published on the Incorporated Societies Register and are freely available to anyone searching the register.
Search for societiesWhat must be included in your constitution
The Incorporated Societies Act 2022 (2022 Act) and its regulations specify what must be covered in your constitution.
Here are some examples of the provisions that must be covered under the 2022 Act:
- Why your society exists – what its purpose is.
- How someone becomes a member and the conditions of membership.
- The makeup of your society’s committee and its roles, functions, powers, and procedures.
- How your society will hold general meetings, make decisions, and elect or appoint officers.
- The procedures for resolving disputes.
The Registrar cannot intervene in internal disputes. You should always try to resolve these within your society, following your documented procedures.
You may also need to take other legislation into account.
For instance:
- If you are also intending to register as a charity you will need to ensure that you include provisions that also comply with the Charities Act 2005.
- If your organisation wants to be approved by Inland Revenue as a not-for-profit to claim tax benefits, you need to make sure you have the right wording in your constitution.
Tools to help with drafting
Constitution Builder
Our ‘do-it-yourself’ online tool for writing or revising your society’s constitution.
You can use the Constitution Builder to produce a draft document that contains most of the content required in a constitution. But it should not be considered a substitute for expert legal advice. You should consult a professional before finalising your constitution.
Constitution checklist
Your society can use this checklist to make sure its constitution meets the minimum requirements of the 2022 Act.
Look at constitutions of other societies
Consider looking at the constitutions of other societies, particularly those with a similar purpose to your own.
Search for societiesUpdating your society’s constitution
If you want to change the way your society operates, you can update your constitution. Your society’s existing constitution must set out how to make changes, so follow these processes to update or replace your constitution. Any change you make will only take effect once it has been registered on the Incorporated Societies Register.
Other guides in
Running your incorporated society
- Your responsibilities as an incorporated society
- Restrictions on money-making activities
- Dispute resolution procedures are mandatory
- Committees and officers
- Being a member
- Holding meetings
- Entering into contracts
- Records you should keep