How to change your rule book
Draft a new rule book
Usually the directors, or a working group, review the rule book and draft the changes.
You may want to consider a complete overhaul, that is, a totally new rule book or you might just want to fix a few small errors or make a couple of updates. It’s up to you.
ORIC can assist you with reviewing your draft rule book.
Tell all the members about it
Directors send to all members and officers:
- a notice of a general meeting
- a copy of the proposed resolution to change the corporation’s rule book
- a copy of the proposed rule book changes.
Members vote on it
At the general meeting (which usually is the AGM) members need to pass a special resolution. This means 75 per cent or more of the members present and voting must agree to the proposed rule book changes.
Get the Registrar's approval
After the general meeting has been held the corporation sends to ORIC:
- a copy of the notice for the meeting
- a copy of the minutes of the meeting which includes the special resolution
- a ‘Request to change corporation rule book’ form
- a copy of the proposed rule book changes.
The Registrar decides whether to approve proposed rule book changes.
The new rules do not take effect until the Registrar has approved and registered them. Until then, the current rule book applies.
Make sure your rule book is:
Relevant—does it reflect what your corporation does? Your goals should be realistic.
Up-to-date—when was your rule book last updated? Have your goals changed?
Law—your rule book is a binding contract between your corporation, its directors and its members.
Easy to understand—can a member pick it up and easily get a picture of the corporation and how it works?
Shared—every member has a right to a copy of the the corporation's rule book.
Tips
- Keep a copy at the corporation's document access address/registered office
- Give a copy to each director of the corporation
- Give a copy to each member of the corporation
freecall: 1800 622 431 (not free from mobiles) | email: info@oric.gov.au | website: www.oric.gov.au
See the full newsletter: ORIC Oracle August 2015: Does your rule book need a spring clean?