Model constitutions exist for a good reason. A small, newly formed association should not need to commission bespoke legal drafting simply to incorporate. But a fact about how these templates actually work in law surprises most boards who adopted one years ago and never looked back: your constitution may be changing right now, without a single vote of your board or members, and you may not know it has happened.
How model constitutions actually operate
Take New South Wales as a representative example, since most states run a broadly similar mechanism for incorporated associations. The Associations Incorporation Act 2009 (NSW) sets out, in Schedule 1, a list of matters every association's constitution must address. NSW Fair Trading publishes a model constitution covering all of them, which an association can adopt wholesale, or use as the basis for its own version.
Two features of this system matter enormously and are widely misunderstood. First, if an association's own constitution fails to address one of the required matters, the equivalent model constitution clause is automatically read into that association's constitution, whether the board intended it or not. Second, and this is the part that genuinely surprises most committees, an association is treated as having adopted the model constitution if it downloaded it and made no additions or alterations at all, including something as simple as adding a cover page. For an association in that position, any future amendment the government makes to the model constitution automatically changes that association's constitution too, without a special resolution, without notice to members, and without any action on the association's part.
Sit with that for a moment. An association that adopted the unmodified model constitution at formation, and never revisited it, does not have a fixed set of governance rules. It has a set of rules that moves whenever the regulator updates the template, silently, and entirely outside the association's own governance process.
A constitution you did not knowingly change can still change under you. That is not a hypothetical risk. It is how the model constitution system is legally designed to work.
Why this works fine for small associations and poorly for grown ones
For a small, newly formed association with a simple structure, one class of member, straightforward annual elections, no significant assets, this arrangement is genuinely useful. The model constitution is drafted by government lawyers, it is free, and its automatic updates generally track sensible legislative and best-practice change over time. There is little reason for a small association to reinvent this wheel.
The problems start precisely as an association succeeds. Growth brings multiple membership classes, differentiated voting rights, more complex board composition requirements, sub-committees with delegated authority, and often charitable registration with its own layered requirements. A generic model constitution was never designed to hold any of this. It addresses the minimum matters a regulator requires, not the governance architecture a maturing, sector-specific organisation actually needs. An association still running on an unmodified model constitution five or ten years after genuine growth is not being efficient. It is operating on governance settings designed for an organisation it no longer resembles, and settings that can shift under it without warning.
The acnc's own templates deserve the same scrutiny
It is worth noting that the ACNC publishes its own constitution template specifically for charitable companies limited by guarantee, designed to reconcile Corporations Act requirements with the ACNC Governance Standards discussed earlier in this series. It is a considerably more sophisticated document than a state model constitution, and a legitimate starting point for a charity structuring itself as a CLG. But the same underlying caution applies. A template, however well drafted, reflects a generic organisation. It does not know your membership structure, your voting philosophy, or the specific governance risks your sector carries. Using it as a foundation is sound. Leaving it entirely unmodified as your organisation grows is the same mistake in a more polished wrapper.
Signs your organisation has outgrown its template
- You cannot recall the last time your board deliberately reviewed the constitution, only whether it happens to still be the unmodified default.
- Your membership structure now has classes, rights, or categories the template's generic member provisions were never built to distinguish between.
- Your voting architecture, addressed in the previous article in this series, needs weighting or restrictions the template's default one-size approach does not support.
- You have grown into a scale, a charitable status, or a risk profile the template's generic drafting was never written to anticipate.
- Nobody on the current board can confidently say whether your constitution is still the pure model version or a modified one, which is itself a sign the document needs a proper audit.
None of this means abandoning templates as a starting point. It means treating the moment of adoption as the beginning of a governance document's life, not the end of the conversation. A template is a foundation to build deliberately on top of, not a permanent substitute for thinking about what your specific organisation actually needs its constitution to do.
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Until next week,
Annie