Consultation Draft

Model Constitution for Sub-Branch Incorporation

The RSL NSW Constitution enables RSL NSW sub-Branches to incorporate. This can be done under two different models for incorporation, either as a ‘company limited by guarantee’ (CLG) or as an ‘incorporated association’.

Generally speaking, a sub-Branch would incorporate as a CLG (pursuant to the Corporations Law) if it had a significant asset base, generally considered over $2m in assets and/or owned real property. An incorporated association is under NSW government legislation and is generally used for small community type organisations.

However, both models require very careful consideration by sub-Branches, and while ANZAC House can provide FAQs and a paper on advantages and disadvantages of incorporation, the decision to incorporate under either model must be a sub-Branch decision.

Critically, sub-Branches must recognise that their primary duty is to the RSL NSW Constitution and to support the charitable purpose of the RSL.

In order to progress a consultation process has been established to enable sub-Branches to provide feedback on the proposed model constitutions.

The following items are available:

  1. Draft model constitution for a company limited by guarantee (CLG)
  2. Draft model constitution for an incorporated association
  3. Incorporation Models Compared

 

How to Provide Feedback on the Model Constitutions

Sub-Branches wishing to provide feedback on the draft model constitutions can do so through their respective District Councils to the District Presidents’ Council (DPC). The DPC will then provide consolidated feedback to the RSL NSW Board. ANZAC House will not consider feedback provided directly.

Sub-Branch feedback is to be received by District Councils no later than 30 June, 2020. District Council’s consolidated feedback is to be sent to the DPC Secretary no later than 15 July so the DPC can provide the consolidated feedback to ANZAC House by 31 July. This will enable the board to consider the feedback at its August meeting.

 

Frequently Asked Questions (FAQ)

  1. FAQ for model constitution for a company limited by guarantee (CLG)
  2. FAQ for model constitution for incorporated association

 

Should a sub-Branch incorporate?
To assist in sub-Branch deliberations, separate from the matter of model constitutions, ANZAC House has prepared a paper providing some general information as to what sub-Branches may need to consider if they wish to incorporate.

 

Should a sub-Branch seek legal advice on the model constitutions?

Ideally, a sub-Branch should not use charitable funds to seek legal advice on model constitutions. If such advice is required, the sub-Branch should advise the DPC through their District Council of their intent. This will enable the DPC to coordinate efforts and help appropriately preserve resources by efficiently enabling the sourcing and sharing of advice.

 

Should a sub-Branch seek legal advice on incorporation or not?

A sub-Branch must make its own decision to incorporate or not. ANZAC House will only refer members to its discussion paper. This paper is NOT legal advice. Similarly to above, ANZAC House would prefer that like-minded sub-Branches seeking legal advice coordinate any independent advice that might be required, through respective District Councils and the DPC.