Governance - Governing Document / Constitution

Governance - Governing Document / Constitution

Community groups of all types must have a governing document that sets out the rules of the organisation and details the group's aims, obligations and powers.

A constitution is a type of governing document. Your constitution is important because:

  • It ensures that your group's work is conducted in a responsible way and in accordance with the law
  • It makes your group accountable and ensures your group makes decisions in a democratic way
  • It ensures that no one person wields undue power in your group
  • It tells potential funders how you conduct your business and what your group hopes to achieve. Many funders will ask to see your constitution before awarding funding

Elements that are included in a standard Constitution:

NAME - Does it duplicate any other organisation's name?

AIM - Is the aim of the organisation well-defined?

BROAD OBJECTIVES - Do these objectives support the aims?

POWERS - Does the constitution give the organisation powers to

  • Raise money?
  • Appoint officers?
  • Open a bank account?
  • Perform any other such duties as lawful and necessary to the attainment of the above aim and objectives?

MEMBERSHIP REQUIREMENTS - Does the organisation have any membership guidelines or requirements? Are they clear and understandable?

MEMBERSHIP RESPONSIBILITIES - Does the constitution describe what the membership responsibilities are?

OFFICER DUTIES - Does the constitution include a listing of what officer positions are available? Are there basic job descriptions included?

ELECTIONS/VOTING - Does the constitution describe how an annual or extraordinary general meeting should be run?

COMMITTEES - If your organisation utilises committees, are the committees described and their functions outlined?

AMENDMENTS - Does the constitution include a procedure for adding amendments?

DISSOLUTION - Does the constitution include a procedure for dissolving the organisation?

Ensure that when you write or proof your document, it is clear and understandable.  Ambiguous or complex language can lead to challenges.  

Some questions to ask yourself as you write or review the sections in your governing document:


  • What is your mission?  Is it relevant and clear?
  • What are you set out to do / why do you exist?


  • How much liability does your board have and for how much?
  • Who is a 'connected person'?
  • Expectations of the members of the board / committee


  • How many? How long?
  • Elections / Resignations


  • How does your income come in?
  • How will you manage your property?
  • Responsibilities for different workstreams


  • How often is the minimum expectation?
  • How are they called?
  • Through what format or system are they minuted?


  • How are decisions made and verified?
  • Who gets to make them?
  • Under which interest?
  • What are your quorum rules?


  • How are meetings called?
  • How can official communication be defined?
  • Is there a communications / social media strategy?


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