Incorporations and constitutions
Most Queensland clubs are established under the Associations Incorporation Act 1981 (Qld) as a ‘Body Corporate with Perpetual Succession’.
What does this mean?
A ‘body corporate’ means a legal entity in its own right and ‘perpetual succession’ means that there is a process for replacing management committee members when they reach the end of their term (e.g. an election process).
As a legal entity, an incorporated association has the powers of an individual, separate from its members. This separation provides a certain level of legal protection, which limits the likelihood of committee members being held personally responsible for an organisation’s debts and liabilities.
As a legal entity, an incorporated association can, in its own right:
- own land and club assets
- enter into tenancy or lease agreements
- enter into contractual agreements
- sue and be sued.
The benefits of incorporation can also include:
- legal protection for committee members
- exemption from income tax
- concessions on GST
- qualifying for grant funding
- better chances to partner with governing bodies and access related benefits.
To continue to receive the benefits provided by incorporation, your club must comply with certain rules, which are spelled out in your constitution. Indeed, your constitution may actually be called your ‘rules’.
Incorporations and Constitutions resources
Legal structures of clubs
The two most common types of governance structures for not-for-profit organisations in Queensland are ‘incorporated associations’ and ‘public companies limited by guarantee’.
The different governance structures for clubs in Queensland 482.2 KB) provides an overview of these two legal structures and how they’re different.
Find more information on the different types of legal structures:
- Incorporated Associations: Queensland Government
- Public Company Limited by Guarantee: Australian Securities and Investments Commission
- Registered Charities: The Australian Charities and Not-for-profits Commission
- Indigenous Corporations: Office of Registrar of Indigenous Corporations
- Co-operatives: Queensland Government.
Legal requirements of Incorporated Associations
An incorporated association and its management committee are required to meet certain legal requirements to remain incorporated and continue receiving related benefits.
Meeting minimum legal obligations is easy, meaning clubs should always strive to be great, rather than meet minimum standards. See legal requirements of incorporated associations 163.2 KB) .
The specific legal obligations of an incorporated association may vary based on the association's (club) size, purpose and activities. Therefore, it’s advisable to consult the Associations Incorporation Act 1981 and seek more comprehensive information regarding your particular circumstances.
Managing risk
Risk management helps organisations identify, assess and manage potential issues before they impact members, assets or reputation. Effective risk management promotes a safer environment, financial stability and operational resilience, supporting the organisation’s longevity and success.
Use the risk assessment register 89.5 KB) to proactively identify and address new and emerging risks, helping to maintain a high standard of safety and preparedness.
The risk assessment register tutorial video guides you through how to use the risk assessment register effectively.
Governance document hierarchy
The most important document to guide a club’s governance and management, is the constitution. The outlines the process of how a club operates, without too much detail.
That is because the detail of day to day operations are addressed in other documents, such as bylaws or an operations manual. Read the governance document hierarchy 157.6 KB) for information on where the constitution fits within your club’s documentation.
Understanding your constitution
As a committee member, you must always act in accordance with the constitution, so it’s important that you have read and are familiar with its contents. Your constitution should be readily available and accessible as it is likely you will need to refer to it regularly for clarification to avoid disputes and conflict.
See understanding your constitution 143.3 KB) if you’re not certain what each section of your constitution means. Incorporation and constitution terminology 133 KB) includes common terms that appear in your constitution.
Why review your constitution?
There are many reasons why it’s important to review your constitution, one of which is ensuring that it aligns with Queensland's Associations Incorporation Act 1981, including any updates to the act that may have occurred since your constitution was last updated.
It’s also important to remember that every club is different and therefore each constitution should reflect the individuality and points of difference of each organisation. If your organisation has changed over time, your constitution may need to be updated to reflect these changes.
It's recommended to revisit your constitution every 5 years.
See more information in the benefits of reviewing your constitution 142 KB) and act amendments overview 296.5 KB) .
There are small differences between being incorporated in different states and territories. These resources cover incorporation in Queensland under the Associations Incorporation Act 1981.
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More information
- The Australian Sports Commission offers the Start Line – Director Education Course, an online course for aspiring and current directors looking to understand governance in sports better; you can sign up for free.
- Game Plan, another initiative by the Australian Sports Commission, offers a free online platform granting sporting clubs access to resources supporting club development.
- The Sport Australia Governance Principles aim to elevate governance standards in Australian sport, applicable from local clubs to national organisations, though most relevant for national and state/territory bodies.
- National Governance Resource Library provides access to free resources sporting organisations can use to help implement good governance practices.
- The Office of Fair Trading provides model rules for incorporated associations, serving as a useful foundation for a constitution, including a guide to starting and operating an incorporated association in Queensland.
- The Queensland Government offers information on starting and operating an incorporated association in Queensland.
- You can seek advice from your relevant state and national sporting organisations regarding the Associations Incorporations Act 1981 in Queensland.
Courses
- The start line – sport governance foundations course - foundational skills of directorship for new and existing board and committee members
- The Board Manual – governance in action – putting governance into practice for board and committee members by exploring the documents, processes and systems that drive effective leadership and long-term success in sport
- The spirit of the game – organisational culture – assists board and committee members to develop a strong positive culture in their sporting organisation
- The defence – risk education for directors – assists board and committee members to explore the elements of a good risk management system to protect and grow their sporting organisation
- The players - board diversity – explores diversity, its positive impact on organisational performance and provides directors with tools to increase diversity in their sporting organisation.
