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Australian Renaissance Party

A necessary political movement

Draft Constitution

Constitution of the Australian Renaissance Party Ltd — working draft.

Provisional draft — subject to independent legal opinion.

Preamble

This document is a provisional draft of the Constitution of the Australian Renaissance Party Ltd. It records the present working position of the Founders and has not yet been settled in light of independent legal advice. Every clause remains subject to revision once that advice is received.

Members and prospective members should read the text as a statement of present intent. It will become the operative constitution of the company only when the Directors adopt the finalised version by resolution recorded in the Directors' Minute Book, and only then will it be relied upon for any AEC, ASIC or ATO purpose.

This draft incorporates the structural framework of the ACNC's Template constitution for a charitable company limited by guarantee (24 July 2025), adapted for a registered political party. Charity-specific provisions have been removed, as a political party that promotes the election of candidates to public office cannot be a registered charity under the Charities Act 2013 (Cth) s 11.

Part 0 — Definitions, Interpretation & Application

1. Definitions

In this constitution:

  • AEC means the Australian Electoral Commission.
  • ASIC means the Australian Securities and Investments Commission.
  • ATO means the Australian Taxation Office.
  • Board means the board of Directors of the Party.
  • business day means a day on which banks are open for business, other than a Saturday, Sunday or public holiday in the location of the Party's registered office.
  • Commonwealth Electoral Act means the Commonwealth Electoral Act 1918 (Cth).
  • Corporations Act means the Corporations Act 2001 (Cth).
  • Director means a director of the Party for the purposes of the Corporations Act.
  • Director Identification Number or DIN has the meaning given in the Corporations Act.
  • Enrolled Member has the meaning given in clause 11.
  • General Meeting means a meeting of members, including an Annual General Meeting.
  • member means a member of the Party admitted under Part 2 whose membership has not ceased.
  • members present means, in connection with a General Meeting, members present in person, by use of audio- or audio-visual technology, or by proxy.
  • Party means the Australian Renaissance Party Ltd.
  • Registered Officer means the registered officer of the Party for the purposes of the Commonwealth Electoral Act.
  • Secretary means a secretary of the Party for the purposes of the Corporations Act.
  • special resolution means a resolution of which notice has been given in accordance with the Corporations Act and that has been passed by at least 75% of the votes cast by members present and entitled to vote on the resolution.
  • Technical Member has the meaning given in clause 11.
  • virtual meeting platform means any technology or combination of technologies that allows members to participate in a meeting (including by asking questions and voting) without being physically present at the meeting.

2. Replaceable rules do not apply

The replaceable rules set out in the Corporations Act do not apply to the Party. This constitution displaces those rules in their entirety.

3. Reading this constitution with the law

  • The Corporations Act overrides any clause in this constitution that is inconsistent with that Act.
  • The Commonwealth Electoral Act overrides any clause in this constitution that is inconsistent with that Act in its application to the Party as a registered political party.
  • Unless otherwise stated, a word or expression that is defined in the Corporations Act and used in this constitution has the same meaning as in that Act.

4. Constitution as contract

This constitution has effect as a contract between:

  • the Party and each member;
  • the Party and each Director and Secretary; and
  • each member and each other member,

in accordance with section 140 of the Corporations Act.

5. Signing documents

Where this constitution requires an individual (such as a member, proxy or Director) to sign a document, the individual may:

  • sign a physical form of the document by hand; or
  • sign an electronic form of the document using an electronic signature, in a way that identifies the person and indicates their intention to sign.

Individuals may also sign separate copies of a physical or electronic document if each copy has the same wording.

6. Interpretation

In this constitution:

  • the words 'including', 'for example', or similar expressions are not words of limitation; and
  • a reference to an Act includes every amendment, re-enactment, or replacement of that Act and any subordinate legislation made under it.

Part 1 — The Core Identity

7. Name

The name of the company is the Australian Renaissance Party Ltd.

8. Objects (The "Renaissance" Mandate)

The Party is established to:

  • Promote the election of its endorsed candidates to the Parliaments of the Commonwealth, the States, and the Territories of Australia.
  • Promote the socio-economic governance model known as Demechracy.
  • Advance policies centred on industrial automation, AI integration, and technological sovereignty.
  • Do all such other things as are incidental or conducive to the attainment of the above objects.

9. Powers

Solely for the purpose of carrying out its objects in clause 8, the Party has all the powers of a public company limited by guarantee under the Corporations Act, including the power to borrow or raise money, charge any property or business of the Party, and give security for any debt, liability or obligation of the Party.

Part 2 — Membership (AEC Mandatory)

10. Admission to Membership

  • Members must be natural persons at least 18 years of age who support the objects of the Party.
  • Application for membership must be in writing (including in electronic form) and signed by the applicant.
  • The Board (or a Membership Committee constituted by the Board) must consider each application within a reasonable period after it is received and decide whether to accept or refuse the application. Reasons need not be provided.
  • If an application is accepted, the Secretary must add the applicant to the register of members. The date of entry in the register is the date the applicant became a member.

11. Membership Tiers

  • Enrolled Members: Members on the Commonwealth Electoral Roll (required for AEC registration). Enrolled Members have full voting rights at General Meetings.
  • Technical Members: Advisors or contributors with specific expertise. Technical Members have such voting rights as the Board confers at the time of admission.

12. Members' Rights

A member may, in accordance with this constitution:

  • attend and vote at General Meetings (subject to clause 11);
  • raise a dispute under clause 67;
  • together with other members, ask the Board to call a General Meeting under clause 41;
  • together with other members, propose resolutions and statements at General Meetings under clause 52;
  • be elected as a Director if eligible under clause 28;
  • inspect the register of members under clause 66; and
  • inspect the records of the Party under clause 66.

13. Members' Responsibilities

A member must:

  • comply with this constitution and any Party Bylaws made under clause 19;
  • promptly notify the Party of any change to their name or to the address (postal or electronic) nominated for service of notices;
  • treat other members, Directors, staff and volunteers with respect; and
  • pay any membership fee set under clause 15 and provide the guarantee in clause 25.

14. Transfer of Membership

A member cannot transfer their membership, or their rights as a member, to another person.

15. Membership Fees

  • The Board may set or change a joining fee, annual membership fee, or both, and the due date for payment.
  • The Party must give members at least one month's notice of any new fee or change to an existing fee.
  • If a member fails to pay a fee within two months after it becomes due, the Party must notify that member and provide one month to rectify the default. If the member fails to rectify the default, the member ceases to be a member under clause 16.
  • A member that has not paid the required membership fee may not exercise any of the rights associated with their membership, including the right to vote at a General Meeting.

16. Cessation of Membership

A member immediately ceases to be a member if they:

  • default on payment of a membership fee in accordance with clause 15;
  • resign in writing to the Secretary;
  • have not responded within one month to a written request from the Secretary to confirm in writing that they wish to remain a member;
  • become bankrupt;
  • are expelled under clause 17;
  • become a person whose estate is liable to be dealt with in any way under laws relating to mental health; or
  • die.

17. Resignation and Expulsion (Natural Justice)

  • A member may resign at any time by providing written notice to the Secretary.
  • The Board may suspend or expel a member for conduct prejudicial to the interests of the Party, but only after the following natural justice procedure has been observed:
    1.
    Notice of Charge — the member is given written notice setting out the alleged conduct, the clause(s) of this constitution said to have been breached, and the proposed sanction;
    2.
    Right of Reply — the member is given not less than 14 days to respond in writing and, if they elect, to be heard in person (or by electronic means) before the Board or a sub-committee constituted for the purpose;
    3.
    Reasoned Decision — the Board must provide written reasons for its decision;
    4.
    Right of Appeal — the member may appeal the decision under the internal dispute-resolution procedure in clause 67 within 28 days of receiving the reasoned decision.
  • A suspension or expulsion does not take effect until the appeal period has expired or any appeal has been determined, except where the Board resolves that immediate suspension is necessary to protect the Party's interests, in which case the procedure above must be completed within 60 days.

Part 3 — Governance & "Demechracy" Logic

18. The Board of Directors

  • The Board must consist of at least three and no more than nine Directors (see clause 27).
  • Powers: The Board manages the business of the Party and, subject to this constitution and the Corporations Act, may exercise all the powers of the Party that are not required by law or this constitution to be exercised by members in General Meeting. In exercising its powers, the Board must have regard to the Demechracy Governance Framework on matters of core policy.

19. Policy Development & the Demechracy Framework

The policies of the Australian Renaissance Party shall be determined by the Board of Directors, informed by the Demechracy Governance Framework. The specific operational procedures of this Framework — including any neural-network, agentic, or data-driven modelling used to inform policy — shall be set out in the Party Bylaws, as adopted and updated by the Board from time to time.

The Bylaws:

  • Must be consistent with this constitution;
  • Must be made available to members on request;
  • May be amended by ordinary resolution of the Board, but any amendment that materially alters the way binding policy is determined must be ratified by a General Meeting of members.

Part 4 — Office Bearers

20. The Registered Officer (AEC Specific)

The Board must appoint a Registered Officer in accordance with the Commonwealth Electoral Act 1918 (Cth). The Registered Officer is responsible for:

  • All formal communication with the Australian Electoral Commission (AEC);
  • Nomination of candidates for public office;
  • Notification to the AEC of any changes to the party's name, abbreviation, registered officer, or constitution within the timeframes prescribed by the Act.

A Deputy Registered Officer may be appointed by the Board to act in the Registered Officer's absence.

21. Secretary & Public Officer

  • Secretary: Mandatory under the Corporations Act 2001 (Cth). The Board must appoint at least one Secretary, who may also be a Director. The Secretary must be at least 18 years of age, ordinarily reside in Australia, and provide written consent to act before appointment. The Secretary is responsible for ASIC compliance, meeting minutes, the members' register, and statutory filings, including notification to ASIC of changes to the Party's officeholders, registered office, or constitution within the periods required by the Corporations Act.
  • Public Officer: Mandatory (ATO). Handles tax and financial disclosures on behalf of the Party.

For administrative efficiency, a single individual may concurrently hold the offices of Secretary and Registered Officer (clause 20), and may also hold the office of Public Officer, provided that individual meets the eligibility requirements of each office under the relevant Act.

A Secretary ceases to hold office if they resign in writing to the Party, are removed by resolution of the Board, are disqualified from managing corporations under the Corporations Act, or die.

22. Party Agent (AEC Funding & Disclosure)

The Board must appoint a Party Agent under Part XX of the Commonwealth Electoral Act 1918 (Cth). The Party Agent is responsible for:

  • Receiving gifts and electoral expenditure on behalf of the Party;
  • Lodging annual financial disclosure returns with the AEC;
  • Maintaining records of all reportable donations and expenditure.

23. Treasurer

The Board must appoint a Treasurer who is responsible for:

  • Oversight of the Party's bank accounts and financial controls;
  • Preparation of financial statements for Board and member review;
  • Liaison with the auditor and the Party Agent.

The Treasurer may, but need not, be a Director.

Part 5 — Electoral Requirements

24. Candidate Pre-Selection

Candidates for public office shall be endorsed by the Board following a review process that assesses:

  • Alignment with the Party's core objects;
  • Technical competency in their respective fields;
  • Support from the local branch or membership base (if applicable);
  • Absence of any disqualifying factor under Section 44 of the Australian Constitution or the Commonwealth Electoral Act 1918 (Cth).

Part 6 — Members' Liability & Guarantee

25. Limited Liability

The Party is a public company limited by guarantee under the Corporations Act 2001 (Cth). The liability of each member is limited to the amount they undertake to contribute to the property of the Party in the event of its being wound up — this amount is fixed at $10.00 per member.

26. Application of Income

The income and property of the Party, however derived, shall be applied solely toward the promotion of the objects set out in clause 8. No portion shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise by way of profit, to members. Reasonable remuneration for services rendered, or reimbursement of expenses, is permitted.

Part 7 — Directors: Composition, Eligibility & Conduct

27. Number of Directors

The Party must have at least three and no more than nine Directors. At least two Directors must ordinarily reside in Australia.

28. Eligibility to be a Director

An individual is eligible to be a Director if they:

  • are a member of the Party;
  • are at least 18 years of age;
  • hold a Director Identification Number (DIN);
  • have given the Party their signed written consent to act as a Director; and
  • are not otherwise disqualified from managing corporations under the Corporations Act.

29. How to become a Director

  • The initial Directors are the individuals named as proposed directors in the application for company registration who have consented to act.
  • Subject to clauses 27 and 28, members may elect a Director by ordinary resolution at a General Meeting. Each election must be by separate resolution.
  • The Board may appoint an individual as a Director to fill a casual vacancy or as an additional Director, provided that individual meets the eligibility requirements in clause 28. A Director so appointed holds office until the next Annual General Meeting, at which they are eligible for election by the members.
  • If the number of Directors is reduced below three, the continuing Directors may act only in an emergency, for the purpose of increasing the number of Directors to at least three, or to call a General Meeting.

30. Chairperson

  • The Directors must elect one of their number as the Chairperson of the Party. The Chairperson is the office referred to as Chairman in any external description of the Party's office bearers, is appointed and removed by resolution of the Directors recorded in the Directors' Minute Book, and is not separately registrable with ASIC.
  • The Chairperson holds office for such period as the Directors resolve.
  • The Chairperson's responsibilities include:
    • chairing meetings of the Board and General Meetings (subject to clauses 45 and 46);
    • setting the agenda for Board meetings and ensuring Directors receive accurate, timely and clear information;
    • ensuring effective communication with members; and
    • managing disputes to ensure the Party is run effectively.

31. Term of Office

  • Elected Directors hold office for a term of two years and are eligible for re-election for further terms of two years each, up to a maximum of ten consecutive years, unless the members resolve by ordinary resolution to extend the maximum for a particular Director.
  • A Director appointed to fill a casual vacancy holds office until the end of the term that would have been served by the former Director they are replacing. Time spent filling a casual vacancy does not count toward the maximum service limit.

32. How to stop being a Director

A Director ceases to hold office if they:

  • resign in writing to the Secretary;
  • cease to be a member;
  • are removed from office under clause 33;
  • are not reappointed at the end of their term;
  • are disqualified from managing corporations under the Corporations Act; or
  • die.

33. Removal of Directors

A Director may be removed before the end of their term by:

  • Resolution of members at a General Meeting in accordance with s 203D of the Corporations Act 2001; or
  • Automatic disqualification under Part 2D.6 of that Act (e.g., bankruptcy, conviction).

34. Directors' Duties

Directors must comply with their duties under the Corporations Act 2001 (Cth), including:

  • Acting in good faith and in the best interests of the Party, and in furtherance of the objects in clause 8 (s 181);
  • Acting with the care and diligence of a reasonable person (s 180);
  • Not improperly using their position or information (ss 182–183);
  • Avoiding conflicts of interest, and disclosing any material personal interest (s 191);
  • Ensuring the financial affairs of the Party are managed responsibly; and
  • Not allowing the Party to operate while it is insolvent.

35. Conflict of Interest

A Director who has a material personal interest in a matter being considered by the Board must:

  • Declare the nature and extent of the interest at the earliest opportunity;
  • Have the declaration recorded in the minutes and in a register of interests maintained by the Secretary;
  • Not vote on the matter, and not be present while it is being considered, unless the other Directors who do not have a material personal interest resolve otherwise consistent with the Corporations Act.

36. Delegation of Powers

The Board may delegate any of its powers and functions to:

  • a committee of Directors;
  • a single Director;
  • an employee of the Party (such as a Chief Executive Officer); or
  • any other person,

as the Board considers appropriate. The Party must keep appropriate records of any delegation.

37. Execution of Documents

The Party may execute a document if it is signed in accordance with clause 5 by:

  • two Directors;
  • a Director and the Secretary; or
  • an individual, or combination of individuals, authorised by the Board for that purpose.

This clause does not limit any other lawful means by which the Party may execute documents under the Corporations Act.

38. Validity of Acts

An act of a Director, of a meeting of Directors, or of a committee of Directors is not invalid only because of:

  • a defect in the appointment of a Director;
  • a Director being disqualified or having vacated office; or
  • a Director not being entitled to vote,

if that circumstance was not known by the individual or the meeting at the time the act was carried out.

39. Indemnity & Insurance

To the extent permitted by law, the Party may:

  • Indemnify each Director, Secretary, Public Officer, Registered Officer, and Party Agent (each an officer) against liability incurred in that capacity, other than to the Party or a related body corporate, where that liability did not arise out of conduct involving a lack of good faith; and
  • Maintain Directors' and Officers' (D&O) insurance in respect of such liability.

The indemnity in this clause is a continuing obligation and is enforceable by an officer even after they cease to hold office, and without the officer first having to incur expense or make payment. The Party shall not indemnify any officer for liability arising from a wilful breach of duty or contravention of ss 182 or 183 of the Corporations Act.

Part 8 — Meetings & Resolutions

40. Annual General Meeting

An Annual General Meeting must be held within five months of the end of the financial year, in accordance with s 250N of the Corporations Act 2001.

41. Members may request a General Meeting

  • Members holding at least 5% of the votes that may be cast at a General Meeting may, by signed written request to the Party, require the Board to call a General Meeting. The request must state any resolution to be proposed.
  • The Board must, within 21 days of receiving such a request, give all members notice of a General Meeting, and hold the meeting within two months of the request.
  • If the Board fails to call the meeting within 21 days of being requested, 50% or more of the members who made the request may call a General Meeting themselves, hold the meeting within three months of the original request, and be reimbursed by the Party for reasonable expenses incurred.

42. Use of Technology for General Meetings

  • The Party may hold a hybrid or virtual-only General Meeting using an appropriate virtual meeting platform.
  • If a General Meeting is held using only a virtual meeting platform, the meeting location is taken to be the registered office of the Party, and the meeting time is taken to be the time at the registered office.
  • If a General Meeting is held at more than one physical venue (whether or not also using a virtual meeting platform), the meeting location is taken to be the main physical venue specified in the notice, and the meeting time is taken to be the time at that venue.

43. Notice of Meetings

  • Notice of any General Meeting must be given to all members entitled to vote, to all Directors, and to the auditor (if any), at least 21 days before the meeting.
  • Notice may be given by email to the address recorded in the members' register, or by another method permitted under Part 13.
  • Shorter notice may be given if members holding at least 75% of the votes that may be cast at the meeting agree beforehand, but not for resolutions to remove a Director or auditor or to appoint a replacement.
  • The notice must include:
    • the place, date and time of the meeting (and, if hybrid or virtual, the virtual meeting platform that will be used);
    • the general nature of the meeting's business;
    • the wording of any proposed special resolution; and
    • a statement that members have the right to appoint proxies and the address to which proxy forms must be delivered (at least 48 hours before the meeting).
  • A meeting or notice is not invalidated only because of the accidental omission to give notice, or non-receipt of notice, by any person.

44. Quorum at General Meetings

  • Quorum for a General Meeting is two (2) members present in person, by proxy, or by approved electronic means.
  • A quorum must be present for the whole of the General Meeting. No business can be conducted in the absence of a quorum.
  • If a quorum is not present within 30 minutes after the time set for the meeting, the meeting is adjourned to a date, time and place of the chair's choosing. If no quorum is present at the resumed meeting within 30 minutes after the time set for that meeting, the meeting is cancelled.

45. Choosing a Chair for a General Meeting

The Chairperson is entitled to chair General Meetings. The members present and entitled to vote may choose a Director or member to chair a particular General Meeting if:

  • there is no Chairperson;
  • the Chairperson is not present within 30 minutes after the starting time; or
  • the Chairperson is present but does not wish to act as chair.

46. Role of the Chair

The chair of a General Meeting is responsible for the conduct of the meeting and must give members a reasonable opportunity to make comments and ask questions (including of the auditor, if any). The chair does not have a casting vote.

47. Adjournment of Meetings

  • If a quorum is present, a General Meeting must be adjourned if a majority of members in attendance direct the chair to do so.
  • Only unfinished business may be dealt with at a meeting resumed after an adjournment.
  • If a General Meeting is adjourned for one month or more, members must be given fresh notice of the resumed meeting.

48. Voting Rights

Each Enrolled Member is entitled to one vote on each matter put to a General Meeting. Technical Members vote only where the Board has expressly conferred voting rights at the time of admission.

49. How Voting is Conducted

Before a vote is taken, the chair must note whether any proxy votes with a voting direction have been received and, if so, how the proxy votes will be cast. Voting must be conducted and decided by:

  • a show of hands;
  • a vote in writing (which may be electronic); or
  • any other method chosen by the chair that is fair and reasonable in the circumstances.

A resolution (other than a special resolution) is passed if at least 50% of the total votes cast are in favour. A special resolution is passed if at least 75% of the total votes cast are in favour.

50. Vote in Writing

A vote in writing may be demanded on any resolution instead of, or after, a vote by show of hands by:

  • at least five members present and entitled to vote on the resolution;
  • members present with at least 5% of the votes that may be cast on the resolution; or
  • the chair of the meeting.

A vote in writing must be held immediately if demanded in relation to the election of a chair under clause 45 or a decision to adjourn the meeting.

51. Proxies & Electronic Participation

  • A member may appoint a proxy to attend and vote at a General Meeting on their behalf. A proxy need not be a member.
  • An appointment of a proxy must be in writing (which may be electronic), signed by the appointing member, and contain the member's name and address, the Party's name, the proxy's name (or the office held by the proxy), and the length of the appointment.
  • Proxy forms must be delivered to the address specified in the notice of meeting at least 48 hours before the meeting. The chair may accept late notices.
  • A proxy has the same rights as the member to speak, vote in writing (subject to any direction in the appointment), and demand a vote in writing under clause 50. A proxy is not entitled to vote on a show of hands, and is not entitled to speak or vote while the member is present at the meeting.
  • Meetings may otherwise be held wholly or partly by electronic means, provided all participants can reasonably participate in real time.

52. Members' Resolutions and Statements

  • Members holding at least 5% of the votes that may be cast on a resolution may give the Party written notice signed by the members of a resolution they propose to move at a General Meeting (a members' resolution), with the full wording set out, or a written request that the Party give all its members a statement about a proposed resolution or other matter that may properly be considered at a General Meeting (a members' statement).
  • The Party must give all members notice of the resolution or a copy of the statement at the same time, and in the same way, as the notice of the General Meeting, provided the members' resolution or statement is received in time.
  • The Party need not distribute a members' resolution or statement if it is more than 1,000 words long, the Directors consider it may be defamatory, or it does not relate to a matter that may properly be considered at a General Meeting.

53. Resolutions without a General Meeting

  • The Board may put a resolution to the members to be passed without a General Meeting, except:
    • a resolution to remove an auditor or a Director; or
    • where the Corporations Act or this constitution requires a meeting to be held.
  • A resolution is passed under this clause if 75% of the members entitled to vote on it sign or otherwise agree to it. Agreement may be given by reply email to a message from the Party setting out the text of the resolution.

54. Minutes

The Secretary must keep, within one month of the relevant event:

  • minutes of all General Meetings and Board meetings;
  • copies of notices of General Meetings; and
  • minutes of any resolutions of members or Directors passed without a meeting.

Minutes of a meeting must be signed by the chair of that meeting or the chair of the next meeting, in accordance with clause 5. Minutes must be available for inspection by members in accordance with s 251A of the Corporations Act.

55. Directors' Meetings

  • Frequency: The Directors may decide how, where, when and how often they meet.
  • Calling meetings: A Director may call a Directors' meeting by giving reasonable notice to all other Directors, in writing or by any other means of communication.
  • Chair: The Chairperson chairs Directors' meetings. If the Chairperson is not present within 30 minutes of the starting time, or does not wish to chair, the Directors present may choose another Director to chair.
  • Casting vote: The chair of a Directors' meeting does not have a casting vote. Where votes are equal, the resolution is taken as lost.
  • Quorum: The quorum for a Directors' meeting is a majority of Directors, which must be maintained throughout the meeting.
  • Technology: The Directors may hold their meetings (including hybrid meetings) using any virtual meeting platform.
  • Resolutions: A resolution of Directors is passed by a majority of the votes cast by Directors present and entitled to vote on it.

56. Resolutions of Directors without a Meeting

A resolution of Directors may be passed without a meeting if all Directors entitled to vote on it sign or otherwise agree to the resolution by:

  • the method set out in clause 5; or
  • confirming agreement by reply email to the Party within five business days,

and the resolution is passed when the last Director signs or otherwise agrees.

Part 9 — Financial Management

57. Financial Year

The Party's financial year ends on 30 June unless the Board resolves otherwise consistent with ASIC and ATO requirements.

58. Banking

All Party funds must be deposited with an Australian authorised deposit-taking institution (ADI). Withdrawals require two authorised signatories, at least one of whom must be a Director.

59. Audit

The Party must:

  • Prepare financial reports in accordance with the Corporations Act 2001 and applicable Accounting Standards;
  • Appoint an independent registered company auditor when required by the Act (e.g., where revenue exceeds the public-company-limited-by-guarantee audit threshold) or when the Board resolves to do so;
  • Cause the audited or reviewed reports to be presented at each AGM.

60. Application of Funds to Electoral Purposes

All electoral expenditure and the receipt of all "gifts" (as defined in the Commonwealth Electoral Act 1918) must be processed through accounts under the control of the Party Agent and recorded in accordance with Part XX of that Act.

Part 10 — AEC Compliance & Disclosure

61. Register of Members

The Secretary must maintain a register of members in accordance with s 168 of the Corporations Act 2001 and the eligibility requirements of the Commonwealth Electoral Act 1918. The register must record, for each member:

  • Full name;
  • Residential address (and any separate address nominated for service of notices);
  • An email address nominated by the member for service of notices, if any;
  • Date of admission;
  • Membership tier (Enrolled or Technical);
  • Date of resignation, expulsion or other cessation (if applicable).

The Party must retain the register entry for each former member for at least seven years after the date their membership ceased.

62. AEC Registration and Membership Threshold

(a) The Party is constituted under the Corporations Act 2001 (Cth) from incorporation and exists as a legal person whether or not it is registered as a political party under the Commonwealth Electoral Act 1918.

(b) The Party intends, in furtherance of its objects in clause 8, to apply for registration under Part XI of the Commonwealth Electoral Act 1918. Upon registration, the Party shall maintain at all times the minimum number of members on the Commonwealth Electoral Roll required for federal registration (currently 1,500 members, as introduced by the Electoral Legislation Amendment (Party Registration Integrity) Act 2021).

(c) Obligations in this constitution that depend on the Party being registered with the AEC — including the appointment of a Registered Officer (clause 20) and Party Agent (clause 22), the routing of electoral expenditure through the Party Agent (clause 60), the financial-disclosure obligations of clause 63, and the obligation to notify the AEC of constitutional change under clause 64 — take effect on and from the date the Party is registered with the AEC.

(d) Prior to AEC registration, the Board may designate persons to serve provisionally as Registered Officer and Party Agent in preparation for registration. Such provisional designations do not, of themselves, give rise to AEC reporting obligations until registration takes effect.

63. Financial Disclosure

The Party must comply with the disclosure obligations imposed on registered political parties under Part XX of the Commonwealth Electoral Act 1918, including the lodgement of annual returns by the Party Agent.

64. Notification of Constitutional Change

Any amendment to this constitution must be notified to the AEC within the time prescribed by s 134 of the Commonwealth Electoral Act 1918, and to ASIC within the period required by the Corporations Act 2001.

Part 11 — Records, Inspection & Disputes

65. Books and Records

The Party must keep written financial records, minutes, and the members' register for the period required by the Corporations Act 2001 (currently seven years).

66. Inspection by Members

A member is entitled to inspect:

  • The register of members (subject to the proper-purpose test under s 173);
  • The minutes of General Meetings (s 251A);
  • Such other records as the Board determines, having regard to privacy and confidentiality obligations.

A Director has a right to access the Party's financial records at all reasonable times. The Board may resolve to give a Director or former Director access to other records, including documents provided to the Board, for any of the purposes recognised under the Corporations Act.

67. Internal Dispute Resolution

Disputes between members, or between a member and the Party, shall be addressed by:

1.
Written notice to the Secretary stating the nature of the dispute;
2.
Mediation conducted by a Director nominated by the Board (excluding any Director with a personal interest);
3.
If unresolved, referral to an independent mediator agreed by the parties or, failing agreement, appointed by the Resolution Institute (Australia).

Each party must do their best to resolve the dispute at the mediation conference and bear their own costs of mediation unless otherwise agreed. This clause does not exclude any statutory right of a member.

Part 12 — Constitutional Amendment & Winding Up

68. Altering the Constitution

This constitution can only be amended by a Special Resolution — a 75% majority of votes cast by members entitled to vote at a General Meeting — in accordance with s 136 of the Corporations Act 2001. Any amendment must be notified to ASIC and the AEC within the time required by law.

69. Winding Up (Not-for-Profit Clause)

  • If permitted by law, the members may pass a special resolution at a General Meeting to wind up the Party voluntarily.
  • If the Party is wound up, any property remaining after satisfaction of all debts and liabilities shall not be distributed to members but shall be transferred to one or more organisations:
    • Having objects similar to those of the Party; and
    • Whose constitution prohibits distribution of income or property to its members on a basis at least as restrictive as this clause.
  • The recipient organisation(s) shall be determined by the members at or before the time of dissolution by Special Resolution, or, failing such determination, by a court of competent jurisdiction.

Part 13 — Notice

70. What is Notice

Anything written to or from the Party under any clause in this constitution is written notice and is subject to clauses 71 to 73 unless this constitution provides otherwise. Clauses 71 to 73 do not apply to a proxy notice under clause 51.

71. Notice to the Party

Any communication under this constitution may be given to the Party, the Board, or the Secretary by:

  • delivering it to the Party's registered office by certified mail;
  • posting it to the Party's registered office or to another address notified by the Party for that purpose by certified mail; or
  • sending it to an email address the Party has notified members is its address for that purpose and which is capable of providing proof of delivery.

72. Notice to Members

Written notice or any communication under this constitution may be given to a member:

  • in person;
  • by sending it to the email address nominated by the member for service of notices;
  • by posting it to, or leaving it at, the postal address nominated by the member for service of notices; or
  • by notifying the member via a nominated email address that the notice is available for access via a website, in electronic form, or at a specified place, if the member agrees to that method.

If a member elects to receive documents in physical form or electronic form, the Party must take reasonable steps to send documents in the preferred manner.

73. When Notice is Taken to be Given

If a notice is:

  • delivered in person, or left at the recipient's physical address: it is taken to be given on the day it is delivered;
  • sent by post: it is taken to be given on the seventh business day after it is posted to the recipient's address, with postage costs paid;
  • sent by email, or other electronic method: it is taken to be given when it is sent, unless the sender receives an automated message that the notice has not been delivered; or
  • given under clause 72 by notification of availability: it is taken to be given on the business day after notification is sent, unless the sender receives an automated message that the notice has not been delivered.

If a notice is given outside business hours or on a day that is not a business day, it is deemed to be received at 9am the next business day.

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