Model Rules for Incorporation Qld.

Guideline comments only.

Sample documentation that can be used to create the clubs constitution. 

QCGC Publication List

To setup a Not For Profit (NFP) group the first step is to create a constitution based on the model specified by the Queensland Government.. This is usually achieved by taking the model rules from the Queensland Government web site and adopting most of the standard conditions from this model document. The standard conditions include (1) the position of president, secretary, and treasurer, (2) meetings and (3) how to operate the financial matters according to current legislation. 

Variations occur as the constitution takes into account local conditions such as the venue, number of meetings and defines the responsibility of committee members.  If the model conditions are adopted with little changes then there will be almost no need to get a lawyer involved.  There are strict rules that must be obeyed in setting up and amending the constitution so try not to make changes to the standard rules as the standard rules are written to conform with current legal practice in Queensland.  In comparison with multi district clubs, autonomous single location NFPs are simpler to control..

By-laws can be specified to implement local rules and conditions(as an option).  By-laws can be amended without changing the constitution.

The rose groups in Queensland are separate but have a loose association through an affiliation arrangement.

To help clubs the model rules documents can be downloaded from the Queensland government web site and appear in two downloadable forms. 

Model Rules as a PDF,

            the simplest form for on line viewing

           Created 20 February 2015 .....Updated 22 February 2023

           online PDF  OFT web page          

Model rules as a Word Document,

            the boiler plate version when you want to modify an create your own constitution

            Created 20th Feb 2015 per website...... Updated 22 February 2023

            online WORD Doc web page 

Application for NFP constitution to the Office of Fair Trading

            Interactive PDF form with fields and notes for online submission

            1st July 2019 effective 20th August 2020 per web site 6th January 2021

            Online Version of Submission

Changing Club details Officers and Addresses PDF

           Fill out this form to tell us when your office bearers change, or if the association (or any of its office bearers) has a change of address.

            Created 20 February 2015...  Updated 19 August 2021

            Online Version of Submission PDF

            If you insure through Garden Clubs Australia they will require you to submit a Form 4.

Model rules grievance procedure preview for incorporated associations

March 2024 version

Down load PDF from the Office of Fair Trading

Model Rule changes from Office of Fair Trading
Bill Henman April 2023

All garden clubs are required to include these new rules into their Model Rules or Constitution with changes that became law on 22 June 2022.

Using a common seal

Using a common seal is now optional for incorporated associations when executing contracts and documents. The association will need to amend its rules to specify it will not use a common seal

Secretary must be 18 or older

The secretary of an association must be 18 or older to help improve the internal governance standards for associations. This will align with other management committee members.

Clarifying duty of care and diligence

The standard of care and diligence that management committees are expected to apply will be better clarified to help management committee members and officers undertake their duties and exercise their powers. Penalties apply.

Duty to prevent insolvent trading

Members of the management committee have a duty to prevent the association from incurring a debt if there are reasonable grounds to expect that the association is insolvent or will become insolvent if the debt is incurred. Penalties apply.

Not profiting from position

A committee member or officer of an incorporated association must not use their position, or information obtained from their position, to:

  • gain a benefit or material advantage for themselves or another person
  • cause detriment to the association.

Disclosure of material personal interest

Management committee members will have to disclose when they have a material personal interest in a matter being considered at a management committee meeting, to the management committee as soon as they become aware of the interest and to members at the next general meeting of the association.

Extend powers of OFT inspectors

The application of the Fair Trading Inspectors Act 2014 now have entry and seizure powers, including the power to enter a place where an incorporated association carries out its activities, holds its meetings or keeps its records.

Clubs should also consider the level of public liability insurance and maybe director/officers insurance.  QCGC does not provide any insurance services.

Upcoming unfair contract term law changes

The Office of Fair Trading is encouraging businesses to review their standard form contracts and remove or amend any unfair contract terms before law changes take effect.

From 9 November 2023, changes to the Australian Consumer Law (ACL) will expand the prohibition on traders proposing, using, or relying on unfair contract terms in standard form contracts with consumers and small businesses.

The changes will apply to:

  • standard form contracts made or renewed on or after 9 November 2023
  • a term of a contract that is varied or added on or after 9 November 2023.

Australian consumer protection agencies will be monitoring businesses’ compliance with the unfair contract term laws.

The changes expand the coverage of the unfair contract term laws to protect more small business contracts than before. The threshold will increase to apply to small businesses that employ fewer than 100 persons or have an annual turnover of less than $10 million.

Other key changes include the removal of the contract value threshold and clarifying other aspects of the laws, such as more clearly defining ‘standard form contracts’.

Businesses may wish to obtain independent legal advice if they have specific questions about how the law applies in their specific situation. If there is doubt as to whether a contract term would be considered unfair, businesses should consider removing or changing the term.

The changes will allow Courts to impose substantial penalties on businesses and individuals who include unfair terms in their standard form contracts, so compliance with the law should be taken seriously.

The maximum financial penalties for businesses under the new unfair contract terms law are the greater of:

  • $50,000,000
  • Three times the value of the "reasonably attributable" benefit obtained from the conduct, if the court can determine this
  • 30 per cent of adjusted turnover if the court cannot determine the benefit obtained from the conduct.

The maximum penalty for an individual is $2.5 million.

Businesses are encouraged to review their standard form contracts and remove or amend any unfair contract terms before new penalties take effect.

Tips for businesses to consider when reviewing their contracts:

  • Consider both points of view. If you think a term is necessary to protect your business’s legitimate interest, consider the term from the other party’s point of view.
  • Include counter-balancing terms. Check that your contract has appropriate counter-balancing terms. For example, if you consider that your business reasonably needs the ability to unilaterally change the product or service being provided under the contract, does the contract also allow your customers to exit the contract without penalty when this occurs?
  • Avoid broad terms. Don’t have terms that are as broad as possible. Make sure terms are only as broad as reasonably necessary to protect your business’s legitimate interests.        
  • Meet your obligations under the Australian Consumer Law. Don’t have terms that seek to avoid your business’s obligations under the Australian Consumer Law. For example, don’t include terms that seek to limit your customers’ consumer guarantees rights, or terms that seek to disclaim any representations your business may have made outside of the contract.
  • Be clear. Use clear and simple language in your contracts.
  • Be transparent. Ensure key terms are clearly drawn to the attention of your customers during the sign-up process, and any renewal process.

For more information about changes to the unfair contract terms laws visit our website.

Lodging your association's annual return

You must lodge an annual return with us within 1 month of holding your annual general meeting (AGM), except if your incorporated association is exempt from lodging an annual return under the Associations Incorporation Regulation 1999.

You must hold an AGM within 6 months after the end of your incorporated association's financial year.

Submitting an annual return is an important responsibility of any incorporated association committee.

The president, secretary or treasurer can submit the annual return on line.

 

Form a committee to review the constitution and make amendments that must be approved by this committee.  Then call a meeting to ratify the constitution by an appropriate motion at that meeting.  make sure all members are notified according to the law. As soon as possible after the constitution has been passed, the secretary or president submits the constitution to the Office of Fair Trading (OFT) with an appropriate fee.  Allow at least a month for approval from OFT.  OFT may ask for changes so be flexible and make sure the documentation is done properly as Government Departments can be difficult.

Allow about a month per letter to the OFT 

Clubs should also consider the level of public liability insurance and maybe director/officers insurance. 

QCGC does not provide any insurance services.

Disclaimer: Whilst every effort is made to publish accurate information, QCGC accepts no responsibility for statements made, opinions expressed or recommendations for of commercial products.

 QCGC Publication List

QCGC - Bringing clubs together through a  mutual love of gardening

 Main Menu     Contact for all enquiries - secretary2@qcgc.net