Recent changes to the laws for Victorian incorporated associations mean that many groups who use their own rules will need to review and update their rules to bring them in line with the new Associations Incorporation Reform Act 2012 (AIR Act). Groups using the model rules will automatically transition to new model rules in November, and should now consider whether the new model rules suit their needs, or whether developing their own rules is a more appropriate option (discussed further below).

PilchConnect will offer groups three options to assist them to update their rules:

• eligible groups (see below) can apply to PilchConnect for a referral to a law firm to have their rules reviewed and updated by a lawyer for free
• any not-for-profit incorporated association can attend PilchConnect's Rules Review training workshop that will assist groups to work through their own rules, identify issues, update their rules, and follow procedures required to change their rules, and
• an online information pack will be made available for free to help groups review and change their own rules, with step-by-step guidance and checklists.

PilchConnect will shortly publish a set of simple rules for incorporated associations designed to meet the requirements of the new AIR Act (Simple Rules). Both groups using their own rules and groups using the model rules can consider adopting the Simple Rules (as an alternative to drafting their own rules or adopting the new model rules).

In 2012, the Associations Incorporation Act 1981 (the old Act) was replaced with the Associations Incorporation Reform Act 2012 (the AIR Act). All incorporated associations' rules must now address 23 items listed in Schedule 1 to the AIR Act (Scheduled Items). Some of these items are entirely new, and some have been amended from scheduled items in the old Act.

There are also new model rules under the AIR Act - and for groups using the model rules under the old Act, the new model rules will automatically apply on 26 November 2013.  You can read the new model rules here. 

Groups using their own rules do not have to change their rules under the AIR Act, but there are two important consequences of the reforms that mean, from a practical perspective, groups need to update their rules:

• if rules do not cover a Scheduled Item, the relevant new model rule that deals with the item not covered by your rules will automatically apply to your organisation. This means that if you follow your own rules without considering the new Scheduled Items, your association may not be complying with its rules or the law, and
• if rules are inconsistent with the AIR Act, the inconsistent rule/s will be invalid. If invalid rules are followed (even inadvertently) by an association, this will be a technical breach of the law.

The processes described above can be very confusing and make an organisation's own rules unworkable.  For this reason, groups using their own rules need to update their rules to ensure they are a complete document reflecting the rules of the association and are consistent with the requirements of the AIR Act.

The Rules Review Project is primarily designed to assist Victorian incorporated associations that use their own rules to update their rules to meet the new requirements in the AIR Act. 

In some cases, groups using the old model rules that do not want to automatically adopt the new model rules will benefit from this project, in particular groups using the old model rules that wish to adapt the old model rules or another set of existing rules (such as the new model rules) to meet their needs and the requirements of the AIR Act. If your group currently uses the old model rules and does not want to transition to the new model rules see What if we currently use the model rules? below for more information about your options, and how the Rules Review Project can help.

If your group needs rules to be fully drafted (as opposed to updated or adapted) the Rules Review Project will not be able to assist, however, if your group meets PilchConnect's general referral eligibility criteria, your group may be eligible for a referral or telephone advice to assist.  More information on general referrals is available here.

The three ways the Rules Review Project can help your organisation update or adapt its rules are:

1. Get free help from a lawyer

Organisations that meet PilchConnect's eligibility criteria can apply for a referral to a law firm to have their rules updated by a lawyer for free.  Priority will be given to small, volunteer run organisations that support marginalised, disadvantaged or vulnerable members of our community.

Eligibility for referral: In general, small to medium Victorian not-for-profit incorporated associations that assist marginalised or disadvantaged people in the community will be eligible for a referral to a lawyer by PILCH.  They must:

• be unable to afford or have difficulty accessing legal assistance
• be incorporated as an incorporated association in Victoria, and
• serve the public interest.

Examples of groups that could be eligible for a referral are: respite or disability assistance groups, domestic violence groups, groups assisting marginalised people such as homeless people or refugees.  Examples of groups that will not be eligible for a referral are: sporting clubs, social clubs, or neighbourhood houses that are not undertaking activities with strong links to the above criteria.

If you think that you are eligible for a referral and would like your rules updated, please complete the Rules Review application form here. We will assess your application and respond.

Note: Rules Review Project referrals are for eligible incorporated associations that already have rules identified that need to be updated or adapted.  This project is not for start-up organisations, or groups needing rules fully drafted.  For more information on starting an organisation, go to PilchConnect's Getting Started page.

2. Attend Rules Review Training Workshop

All not-for-profit groups can attend PilchConnect's Rules Review Training Workshop.  This three hour training seminar will cover the changes to the law that may impact your rules, and provide guidance on how to identify issues in your rules, and how to update them.  The training will be complemented by the Rules Review Information Pack (below).

The training will help groups who already have their own rules and would like to update these rules themselves, or groups using the old model rules that wish to adapt the old model rules or another set of rules to meet the AIR Act requirements (as an alternative to transitioning to the new model rules).

The seminar will be held on 2 May 2024 in the Melbourne CBD from 9:30am. For more information on the training, and to register to attend, go to PilchConnect's Rules Review Training page.

3. Rules Review Information Pack and PilchConnect Simple Rules

An online Rules Review Information Pack will soon be available for free download.  This pack will cover the information provided in the Rules Review Training Workshop, and contain checklists and guides for updating your group's rules.

PilchConnect will shortly publish Simple Rules for incorporated associations that will meet the requirements of the AIR Act, and are an alternative to adopting the new model rules, or updating your existing rules (for groups that would like to start afresh). 

The information pack will explain the process required for your group adopt the Simple Rules as your organisation's own rules. This process can be followed by groups with their own rules and groups using the old model rules that wish to adopt PilchConnect's Simple Rules.

We will notify groups when this information pack and Simple Rules have been uploaded to our website through our e-bulletin.  Subscribe to our e-bulletin here.

Important: if your group accesses charitable tax concessions, is involved in complex arrangements such as partnerships or joint ventures, or if your group has a complex membership, election, or voting structure, or has organisational members, it should consider whether updating its own rules without the help of a lawyer is appropriate, as changes to rules can impact eligibility for charitable tax concessions and affect other arrangements and membership status.

If you think your group is eligible for help from a lawyer for free to update its rules, complete the application form here.

If your group wishes to attend the Rules Review Training Workshop, register here.

If your group would like to be notified when Rules Review Information Pack and PilchConnect's Simple Rules are available, subscribe to the e-bulletin here.

If your group uses the model rules and does not wish to automatically transfer to the new model rules, see What if we currently use the model rules? below.

Groups using the model rules under the old Act will automatically transition to the new model rules on 26 November 2013.  All groups should consider whether they wish to automatically transition to the new model rules. You can review the new model rules here.  Your group can choose to adopt the model rules earlier than 26 November by passing a special resolution of members and notifying Consumer Affairs Victoria. 

If, after reviewing the new model rules, your group decides it does not wish to transition to the new model rules, it can draft and adopt its own rules before 26 November 2013.

In general, groups using the old model rules that need new own rules drafted entirely, will not be eligible for assistance under the Rules Review Project. However, if any of the following three options are appropriate for your group, the Rules Review Project may be able to help:

• if your group wishes to update the old model rules to comply with the AIR Act, and adopt them as "own rules", the project can help groups to do this themselves using the Rules Review Project resources, or your group can apply for help from a lawyer, if eligible (see above)
• if your group wishes to adopt the new model rules with minor alterations (this would be considered adopting "own rules"), the Rules Review Project resources can help, or your group can apply for help from a lawyer, if eligible (see above), or
• if your group wishes to adopt PilchConnect's Simple Rules as its own rules before 26 November 2013, the Rules Review Project resources will explain how to do this.

If your group thinks that is needs rules fully drafted, it should consider whether it meets PilchConnect's eligibility requirements for a general referral. More information is available here.

PilchConnect is a specialist legal service which provides legal help to not-for-profit community organisations.

The service provides free and low cost legal information, training, advice and legal referrals for Victorian not-for-profit community organisations. We also undertake law reform and advocacy work about the wide range of legal issues that affect the not-for-profit sector.

To find out more about our legal services, visit our website below:

 PilchConnect - Legal help for community groups

View our staff profiles here. 

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