What is a governing document?
A charity’s governing document is the formal document that sets out:
- the charity’s charitable purpose or purposes
- that the charity operates on a not-for-profit basis, and
- the way the charity's governing body (such as its committee or board) makes decisions and consults any members.
A governing document may have different names depending on a charity’s structure or form:
|Charity structure||What the governing document is usually called|
|Incorporated association (usually incorporated under state or territory law)||Statement of purposes and rules or articles of association|
|Company limited by guarantee or other company under Corporations Act 2001 (Cth)||Constitution (previously these were known as memoranda or articles of association)|
|Indigenous corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth)||The Office of the Registrar of Indigenous Corporations’s (ORIC’s) rule book for Indigenous corporations|
|An organisation or body that is incorporated in some other way (such as through an Act of Parliament)
||Usually set out or defined in its constituting legislation or charter|
|Unincorporated associations – this can include small groups such as church groups or parishes or parents associations||
Usually rules, but can be any document that shows the elements described above, and can be enforced against the association.
Identifying your governing document can be harder if your organisation is unincorporated. For example, a church may not have a standard, single set of documents as its governing document.
It may be that your organisation’s governing document is a reference to its constituting legislation, church or canon law.
If your organisation is a local parish, we suggest you contact its diocese or other regional or central administrator as they may have made the decision for a group of branches or parishes.
The ACNC examines an organisation’s governing document when deciding if it is eligible for charity registration, and if it can remain registered.
Because of this, every organisation must provide the ACNC with a copy of its current governing document when applying to register as a charity.
Once registered, a charity’s governing document will be available on the public Charity Register.
By-laws and regulations
Occasionally a charity may have information in by-laws or regulations made under its governing document. This usually is basic information that the members of the charity’s governing body might want to change quickly without needing to go through the formal member approval process of a change to its rules.
Generally, unless the by-laws or regulations set out significant details about the charity, or we ask for them, a charity does not need to provide these to us. If the main governing document sets out how the charity is not-for-profit, its charitable purposes, and generally how it is governed then this will be sufficient.
It is a requirement of registration that a charity's governing document be made available to the public on the Charity Register (unless a charity receives approval to have its governing document withheld from the Charity Register).
If your charity has not provided a copy of its current governing document, it must do so as soon as it can. Log in to the Charity Portal to provide a copy of the governing document. This will then be published on the Charity Register.
Having a charity’s governing document available on the Charity Register lets the public see how it is governed and what its charitable purposes are.
Make sure the copy of the governing document you upload to the Charity Register does not have any personal information such as addresses or contact numbers of members or directors in it. If it does, remove this information before uploading the document.
Removing personal information will protect the privacy of people involved in the charity when its governing document is published on the Charity Register.
A charity can request that its governing document - or certain information it contains - be withheld from publication on the Charity Register. This request to withhold information is made in the Charity Portal.
We can only withhold information from the Charity Register for certain specific reasons. When making a request, you will see the list of reasons for which we can withhold information. For each piece of information you want withheld, you must select a reason from the list and explain how it applies to your charity.
Find out more about withholding information from the Charity Register.
Every registered charity has an obligation to notify us of any changes to its governing document. When notifying of a change, a charity must provide us with a copy of its updated governing document. This is done in the Charity Portal.
Be careful that changes to the governing document do not affect the charity’s registration. Certain changes to a charity’s governing document – for example, changes to the purposes – may affect its eligibility to be registered as a charity.
If your charity is making significant changes to its governing document, it is a good idea to get professional advice to understand the implications of the proposed changes on its charity registration.
Read more about notifying the ACNC of charity changes.
A charity may also need to notify other agencies of changes to its governing document. For example, a charity that is an incorporated may need to meet the requirements of its state regulator of incorporated associations before notifying the ACNC.