Forming a governing body is one of the most consequential steps any new organisation takes. Get it right and you have the infrastructure for effective governance from day one. Get it wrong and you’ll spend years correcting problems that were baked in at the beginning.

The good news is that the process, while significant, follows a clear sequence. Here’s what forming a board or committee actually involves.

Who and Why

Before identifying candidates, be clear on what the board needs to do. What are the two or three most important things the organisation will need to govern in its first year? What expertise is essential — financial oversight, legal compliance, community relationships, industry knowledge?

Work backwards from the function, not forwards from the people you happen to know. A board assembled because the founders have convenient relationships will struggle the moment those relationships are tested. A board assembled to fill specific governance functions will have the capability to address what actually arises.

For each person you’re considering, ask: what do they bring that nobody else on the board does? Do they have experience on other boards — not just in a professional context, but specifically in the governance mechanics of serving as a director? Are they genuinely committed to the mission, or are they doing someone a favour?

Writing a Board Member Agreement early — documenting what you expect of directors in terms of attendance, preparation, time commitment and conduct — is a useful filter. The right candidates will welcome the clarity. The wrong ones will object to it.

What the Law Requires

Before holding any meetings or making any governance decisions, the founding group needs to understand the legal framework that applies.

For Australian incorporated associations, the relevant legislation is your state’s Associations Incorporation Act (Queensland, Victoria, New South Wales, and other states each have their own). This specifies minimum requirements for board composition, AGMs, financial reporting, and record-keeping. For organisations registered as charities with the ACNC, additional obligations apply under the Australian Charities and Not-for-profits Commission Act.

The organisation’s constitution (sometimes called rules) needs to be drafted to comply with this legislation while also reflecting how the specific organisation wants to govern itself. Key items the constitution must address:

  • Minimum and maximum number of committee members
  • How directors are elected and how vacancies are filled
  • Term lengths and limits
  • Quorum requirements
  • How meetings are called and conducted
  • How financial matters are governed
  • How the constitution can be amended

Getting legal advice on the constitution before it’s adopted is money well spent. A poorly drafted constitution creates governance problems that persist for the life of the organisation.

From your first meeting, your governance record matters.

Process PA gives new boards a structured process for every meeting — agenda built in advance, motions recorded formally, minutes approved and filed. Start building your governance record properly from day one.

Start Free Trial 30 days free · No credit card required

Drafting the Constitution and Bylaws

Once the legal requirements are understood, the constitution can be drafted. This should be done collaboratively by the founding board — not delegated to one person and ratified without discussion. The process of drafting the constitution is itself a governance exercise: it forces the board to agree on how decisions will be made, how conflicts will be managed, and what happens when things go wrong.

Experienced board members are valuable here. Someone who has served on boards that have faced disputes, leadership changes, or governance crises will know which provisions in a constitution actually matter. Their experience shapes a document that works in practice, not just on paper.

The First Meeting

The inaugural meeting is when all agreements are finalised, the constitution is formally adopted (by resolution), officers are elected (Chair, Secretary, Treasurer), and governance begins. Everything decided in this meeting should be formally recorded — motions moved, seconded, and minuted.

This matters more than most founding boards realise. The first set of minutes is the start of the governance record. If they’re incomplete, informal, or never produced at all, the organisation has started with a governance deficit that can take years to correct.

Transparency, formal process, and complete documentation from the very first meeting aren’t administrative overhead — they’re the foundation on which every subsequent decision the board makes will rest.