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This is a Bill, not an Act. For current law, see the Acts databases.


ASSOCIATIONS INCORPORATION BILL 2014

                       Western Australia


      Associations Incorporation Bill 2014

                           Contents

         Part 1 -- Preliminary
1.       Short title                                           2
2.       Commencement                                          2
3.       Terms used                                            2
         Part 2 -- Incorporation of association
         Division 1 -- Eligibility
4.       Associations eligible for incorporation               5
5.       Associations not eligible for incorporation           6
6.       Regulations may declare associations to be
         ineligible                                            8
         Division 2 -- Requirements for application for
                incorporation
7.       Application to Commissioner                           8
8.       Commissioner may require public notice of
         application for incorporation                         9
9.       Request for refusal of incorporation                  9
         Division 3 -- Incorporation
10.      Incorporation of association                         10
11.      Refusal of incorporation                             11
12.      Restrictions as to names of associations             11
13.      Effect of incorporation                              12
14.      Powers of incorporated association                   12
15.      Manner in which contract may be made                 13
16.      When contract affected by deficiency in
         association's legal capacity                         14
17.      Requirements of section 4 continue after
         incorporation                                        14
18.      Certain property vests in incorporated association   15


                            90--2                              page i
Associations Incorporation Bill 2014



Contents



      19.     Liability of members of management committee,
              trustees and members                                  15
      20.     Issue of replacement certificate                      16
              Part 3 -- Rules
              Division 1 -- Rules of incorporated association
      21.     Effect of rules                                       17
      22.     General requirements for content of rules             17
      23.     Commissioner may exempt from requirement of
              section 22                                            18
      24.     Restriction on distribution of surplus property       19
      25.     Commissioner may approve variation of provision
              implied by section 24                                 20
      26.     Model rules                                           21
      27.     Rules of associations existing at the
              commencement of section 185                           22
      28.     Rules of an incorporated association                  22
      29.     Adoption of model rules                               23
              Division 2 -- Alteration of rules
      30.     Alteration of rules                                   24
      31.     Change of name by alteration of rules                 25
      32.     Corporate identity and other matters not affected
              by change of name                                     26
      33.     Certain other rule alterations to be approved by
              Commissioner                                          26
      34.     Request for refusal of change of name or other rule
              alterations                                           26
              Division 3 -- Provision of rules to members
      35.     Rules to be available to members                      27
      36.     When member to receive copy of rules                  27
      37.     Further provision as to obligations under
              sections 35 and 36                                    28
              Part 4 -- Management
              Division 1 -- Management committee
      38.     Management committee                                  29
      39.     Persons who are not to be members of
              management committee                                  29
      40.     Limitation of period for which section 39 applies
              to certain persons                                    30

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                              Associations Incorporation Bill 2014



                                                          Contents



41.   Handing over of documents and records when
      membership of management committee ceases             30
      Division 2 -- Matters of material personal
             interest
42.   Disclosure of material personal interest              31
43.   Voting on contract in which management
      committee member has a material personal interest     32
      Division 3 -- Duties of officers
44.   Duty of care and diligence                            33
45.   Duty of good faith and proper purpose                 34
46.   Use of position                                       34
47.   Use of information                                    35
48.   Interaction of sections 44 to 47 with other laws      35
49.   Reliance on information or advice                     35
      Division 4 -- Annual general meeting and
             special resolutions
50.   Annual general meeting                                36
51.   Requirements for special resolution                   37
52.   Evidence of passing of resolution                     38
      Division 5 -- Register of members
53.   Register to be maintained                             38
54.   Inspection of register by member                      39
55.   Commissioner may request copy of register             39
56.   Member may request copy of register                   39
57.   Improper use of information in register               40
      Division 6 -- Record of office holders
58.   Record of office holders                              41
59.   Commissioner may ask apparent office holders to
      provide information                                   42
      Division 7 -- Direction by Commissioner to
             convene general meeting
60.   Commissioner may direct that general meeting be
      convened                                              43
61.   Rights of Commissioner or a delegate at meeting       44




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Associations Incorporation Bill 2014



Contents



              Part 5 -- Financial records, reporting
                   and accountability
              Division 1 -- Preliminary
      62.     Terms used                                            45
      63.     Financial reports of tier 2 and tier 3 associations   46
      64.     Tier 1, tier 2 and tier 3 associations                47
      65.     Commissioner may declare association to be tier 1
              or tier 2 association                                 48
              Division 2 -- Financial records
      66.     Obligation to keep financial records                  48
      67.     Retention of financial records                        48
              Division 3 -- Financial statements and reports
              Subdivision 1 -- Tier 1 associations
      68.     Obligation to prepare annual financial statements     49
      69.     Review or audit of financial statements               49
      70.     Financial reporting to annual general meeting and
              Commissioner                                          50
              Subdivision 2 -- Tier 2 associations
      71.     Obligation to prepare annual financial report         51
      72.     Review or audit of financial reports                  51
      73.     Financial reporting to annual general meeting and
              Commissioner                                          52
              Subdivision 3 -- Tier 3 associations
      74.     Obligation to prepare annual financial report         52
      75.     Audit of financial report                             53
      76.     Financial reporting to annual general meeting         53
              Division 4 -- Special audit
      77.     Commissioner may require special audit to be
              carried out                                           53
              Division 5 -- Reviews and audits
      78.     Review or audit to be conducted in accordance
              with auditing standards                               54
      79.     Working papers to be retained for 7 years             54
      80.     Reviewer's or auditor's independence declaration      54
      81.     Reviewer's report on financial statements or
              financial report                                      55
      82.     Auditor's opinion and report on financial
              statements or financial report                        56

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83.    Reporting breaches of Act to Commissioner              58
       Division 6 -- Provisions relating to reviewers
             and auditors generally
84.    Fees and expenses                                      59
85.    Information and assistance                             59
86.    Right to attend general meeting and be heard           60
       Division 7 -- Appointment and removal of
             reviewers and auditors
87.    Appointment of reviewer or auditor                     60
88.    Qualifications for appointment                         62
89.    Removal of reviewer or auditor by resolution           62
90.    Reviewer or auditor may make representations           63
91.    Exemption from section 90(2) requirements              63
       Part 6 -- Transfer of incorporation
92.    Term used: prescribed body corporate                   65
93.    Incorporated association may apply for approval of
       registration or incorporation under another law        65
94.    Approval of Commissioner                               66
95.    Commissioner may direct incorporated association
       to apply for other registration or incorporation       67
96.    Commissioner must give notice of intention to give
       direction                                              68
97.    SAT review of proposed direction or amendment          69
98.    Association must comply with section 95 direction      69
99.    Cancellation of incorporation under this Act           69
100.   Transition to incorporation under another law          70
       Part 7 -- Amalgamation
101.   Term used: new body                                    72
102.   Application for incorporation of body formed by
       amalgamation                                           72
103.   What must be included in application                   72
104.   Commissioner may require public notice of
       application                                            73
105.   Request for refusal of incorporation of new body       73
106.   Incorporation of new body                              74
107.   Time to be allowed for operation of section 105        74
108.   Vesting of property and liabilities in new body        75



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Associations Incorporation Bill 2014



Contents



              Part 8 -- Statutory management of
                   incorporated association
      109.    Application by Commissioner to appoint statutory
              manager                                            76
      110.    State Administrative Tribunal may appoint
              statutory manager                                  76
      111.    Effect of appointment of statutory manager         77
      112.    Variation and revocation of order                  77
      113.    Duration of appointment                            78
      114.    Prerequisites of revocation of appointment         78
      115.    Statutory manager to report to Commissioner        79
      116.    Expenses of statutory management                   80
      117.    Protection from liability                          81
      118.    Additional powers of Commissioner                  81
      119.    Proceedings against association stayed             82
              Part 9 -- Administration and
                   winding up
              Division 1 -- Voluntary administration and
                    winding up
      120.    Administration under Corporations Act              84
      121.    Voluntary winding up under Corporations Act        84
      122.    Further application of Corporations Act            85
              Division 2 -- Winding up by Supreme Court
      123.    Grounds on which winding up may be ordered         85
      124.    By whom application may be made                    85
      125.    Application of Corporations Act                    85
      126.    Cancellation of incorporation upon winding up by
              Supreme Court                                      86
              Division 3 -- Offence related to incurring of
                    debt
      127.    Duties of management committee members with
              respect to incurring of debt                       87




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                                                           Contents



       Part 10 -- Cancellation of
            incorporation
       Division 1 -- Voluntary cancellation where
               there is property to be distributed
128.   Term used: distribution plan                           89
129.   Initiation of cancellation of incorporation under
       this Division                                          89
130.   Application for approval of distribution plan and
       cancellation                                           90
131.   Commissioner may require public notice of
       application                                            90
132.   Request for refusal to approve or cancel               91
133.   Content and operation of distribution plan             91
134.   Position where conditions attached to grant            91
135.   Approval of distribution plan                          92
136.   Refusal to approve distribution plan                   93
137.   Time limit for implementation of plan                  94
138.   Duty of association                                    94
139.   Reporting to Commissioner                              94
140.   Cancellation of incorporation under this Division      95
       Division 2 -- Voluntary cancellation where
               there are no debts or surplus property
141.   Application for cancellation under this Division       95
142.   Content of application                                 96
143.   Commissioner may grant application                     96
       Division 3 -- Cancellation of incorporation by
               Commissioner on certain grounds
144.   Grounds on which Commissioner may act                  97
145.   Commissioner may require association to show
       cause                                                  97
146.   How association may show cause                         98
147.   Cancellation of incorporation where cause not
       shown                                                  98
148.   Powers in respect of property                          99
149.   Property vested in the State                          100
       Division 4 -- General
150.   Liabilities not affected by cancellation of
       incorporation                                         100
151.   Reinstatement of incorporation                        100

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Associations Incorporation Bill 2014



Contents



              Part 11 -- Exclusion from
                   Corporations legislation
      152.    Excluded matters for Corporations Act section 5F      102
              Part 12 -- Administration
              Division 1 -- General
      153.    Commissioner                                          104
      154.    General functions of Commissioner                     104
      155.    Delegation by Commissioner                            105
      156.    Regulations for the provision of information to the
              Commissioner                                          105
      157.    Commissioner may require documents relating to
              financial affairs to be produced                      106
      158.    Application of Fair Trading Act 2010 sections 61,
              112 and 113                                           106
      159.    Protection from liability                             107
      160.    Evidentiary provisions                                107
              Division 2 -- Information and documents kept
                     by Commissioner
      161.    Commissioner must keep register of incorporated
              associations and other documents                      108
      162.    Inspection of register or documents                   109
      163.    Certification of document                             109
      164.    Destruction of documents by Commissioner              110
      165.    Lodgment of documents                                 110
      166.    Documents may be lodged by facsimile or
              electronic transmission                               110
      167.    Commissioner may refuse lodgment of document          110
      168.    No constructive notice of contents of documents       111
              Part 13 -- Review
      169.    Reviewable decisions of Commissioner                  113
      170.    Review by SAT of reviewable decisions                 115
               Part 14 -- Investigation and
                   enforcement
      171.    Term used: authorised person                          116
      172.    Application of Fair Trading Act 2010 Part 6           116



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                                Associations Incorporation Bill 2014



                                                            Contents



173.   Infringement notices and the Criminal Procedure
       Act 2004                                              117
       Part 15 -- Miscellaneous
174.   Lodging notice of address for service                 118
175.   Change of address                                     118
176.   Service on incorporated association                   118
177.   False or misleading statements in documents:
       offence                                               119
178.   Commissioner may require statutory declaration        119
179.   Use of "Incorporated" restricted                      119
180.   Time limit for commencing proceedings                 120
181.   Commissioner or authorised person may
       commence prosecution                                  120
182.   Jurisdiction of SAT in respect of disputes            120
183.   Regulations                                           121
184.   Review of Act                                         121
       Part 16 -- Repeal of Associations
            Incorporation Act 1987 and
            transitional provisions
       Division 1 -- Repeal
185.   Associations Incorporation Act 1987 repealed          123
       Division 2 -- Transitional provisions
       Subdivision 1 -- Preliminary
186.   Terms used                                            123
187.   Saving                                                123
       Subdivision 2 -- Existing incorporated associations
188.   Incorporation continued                               123
189.   Committee of existing incorporated association        124
       Subdivision 3 -- Continuation of certain matters in
             progress
190.   Existing applications for incorporation               124
191.   Rule alteration in progress                           124
192.   Applications under repealed section 18 or 19 in
       progress                                              125
193.   Applications for extension of time under repealed
       section 23(1)                                         125



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Associations Incorporation Bill 2014



Contents



     194.     Certain applications for review made but not
              determined                                            125
     195.     Voluntary winding up in progress                      126
     196.     Notice given under repealed section 34(1)             126
     197.     Notice given under repealed section 35                127
              Subdivision 4 -- Alteration of rules by existing
                    incorporated associations and section 190
                    incorporated associations
     198.     Alteration of rules                                   127
     199.     Rules of existing incorporated associations to
              which repealed Schedule 2 clause 4 applied            128
     200.     Rule alterations may be made by management
              committee                                             128
     201.     Model rules apply if rules are not made compliant     129
     202.     Act modifications pending alteration of rules         130
              Subdivision 5 -- Other things to be done by existing
                    incorporated associations and section 190
                    incorporated associations
     203.     Notification of addresses                             130
              Subdivision 6 -- Other provisions
     204.     New section 50 applies where time is already
              running under section 23 of repealed Act              131
     205.     When accounting and financial reporting
              provisions start to apply to existing incorporated
              associations                                          131
     206.     Auditor's appointments                                131
     207.     Property vested under section 36 of repealed Act      132
     208.     Constructive notice under section 168 of this Act     132
     209.     Time limit under section 180 of this Act              132
     210.     References in written laws                            132
              Subdivision 7 -- Further provision may be made
     211.     Regulations                                           132
              Part 17 -- Consequential
                   amendments
     212.     Child Care Services Act 2007 amended                  134
     213.     Cremation Act 1929 amended                            134
     214.     Criminal Procedure Act 2004 amended                   134
     215.     Education Service Providers (Full Fee Overseas
              Students) Registration Act 1991 amended               135

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                                Associations Incorporation Bill 2014



                                                           Contents



216.   Electricity Corporations Act 2005 amended             135
217.   Gaming and Wagering Commission Act 1987
       amended                                               135
218.   Hale School Act 1876 amended                          136
219.   Insurance Commission of Western Australia
       Act 1986 amended                                      136
220.   Law Society Public Purposes Trust Act 1985
       amended                                               136
221.   Legal Aid Commission Act 1976 amended                 137
222.   Liquor Control Act 1988 amended                       137
223.   Local Government Act 1995 amended                     137
224.   Members of Parliament (Financial Interests)
       Act 1992 amended                                      138
225.   Pharmacy Act 2010 amended                             138
226.   Planning and Development Act 2005 amended             138
227.   Racing and Wagering Western Australia Act 2003
       amended                                               139
228.   School Education Act 1999 amended                     139
229.   Taxation Administration Act 2003 amended              140
230.   Volunteers and Food and Other Donors
       (Protection from Liability) Act 2002 amended          140
231.   Water Corporations Act 1995 amended                   141
232.   References to "1987" amended to "2014" in
       various Acts                                          141
       Schedule 1 -- Matters to be provided
           for in rules of an incorporated
           association
       Division 1 -- Matters to be addressed
       Division 2 -- Particular requirements for
              certain rules
1.     Payment to members of management committee            145
2.     Entitlement of members in respect of general
       meetings                                              145
3.     Number of members who may call a general
       meeting                                               145
4.     Financial year of associations incorporated under
       this Act                                              145
5.     Transitional provisions as to financial year of
       associations incorporated under the repealed Act      146

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Associations Incorporation Bill 2014



Contents



              Schedule 2 -- Vesting of property
                  and liabilities on amalgamation
      1.      Terms used                                         148
      2.      Transfer of property and liabilities and related
              provisions                                         148
      3.      Trusts etc. not affected                           149
      4.      Notation of registers                              149
              Schedule 3 -- Modifications to text of
                  Corporations Act
              Schedule 4 -- Grounds for winding
                  up by Supreme Court
              Defined terms




page xii
                           Western Australia


                     LEGISLATIVE ASSEMBLY

              (As amended during consideration in detail)

         Associations Incorporation Bill 2014

                               A Bill for


An Act to --
•  establish a scheme for the incorporation of associations;
•  make provision for corporate governance, financial
   accountability and matters relating to the rules and membership
   of incorporated associations;
•  repeal the Associations Incorporation Act 1987;
•  make provision for related matters.



The Parliament of Western Australia enacts as follows:




                                                            page 1
     Associations Incorporation Bill 2014
     Part 1          Preliminary

     s. 1



1                           Part 1 -- Preliminary
2    1.       Short title
3             This is the Associations Incorporation Act 2014.

4    2.       Commencement
5             This Act comes into operation as follows --
6              (a) sections 1 and 2 -- on the day on which this Act
7                    receives the Royal Assent;
8              (b) the rest of the Act -- on a day fixed by proclamation,
9                    and different days may be fixed for different provisions.

10   3.       Terms used
11            In this Act, unless the contrary intention appears --
12            alter, in relation to the rules of an incorporated association,
13            includes to add to, replace or rescind;
14            approved form means a form approved by the Commissioner
15            for the purposes of the provision in which the term is used;
16            a repealed Act means --
17              (a) the Associations Incorporation Act 1987 repealed by
18                     section 185;
19              (b) the Associations Incorporation Act 1895 repealed by
20                     section 47 of the Act mentioned in paragraph (a);
21            association includes society, club, institution or body;
22            books includes the following --
23              (a) a register;
24              (b) financial records, financial statements or financial
25                     reports, as each of those terms is defined in section 62,
26                     however compiled, recorded or stored;
27              (c) a document;
28              (d) any other record of information;


     page 2
                                   Associations Incorporation Bill 2014
                                            Preliminary          Part 1

                                                                     s. 3



1    Commissioner means the person for the time being designated
2    as the Commissioner under section 153;
3    Corporations Act means the Corporations Act 2001
4    (Commonwealth);
5    Department means the department of the Public Service
6    principally assisting in the administration of this Act;
7    financial year means the period provided for under Schedule 1
8    Division 2 clause 4 or 5;
9    full voting rights, in relation to an association, means the right
10   to vote at its general meetings;
11   incorporated association means an association that is, or is
12   taken to be, incorporated under this Act;
13   liability means any liability, duty or obligation whether actual,
14   contingent or prospective, liquidated or unliquidated, and
15   whether owed alone or jointly or jointly and severally with any
16   other person;
17   management committee, in relation to an incorporated
18   association, has the meaning given in section 38;
19   model rules means the model rules prescribed under section 26;
20   officer, of an incorporated association, means any of the
21   following --
22     (a) a member of the management committee of the
23            association;
24     (b) a person, including an employee of the association, who
25            makes, or participates in making, decisions that affect
26            the whole, or a substantial part, of the operations of the
27            association;
28     (c) a person who has the capacity to significantly affect the
29            association's financial standing;
30     (d) a person in accordance with whose instructions or
31            wishes the management committee of the association is
32            accustomed to act (but excluding a person who gives
33            advice to the association in the proper performance of


                                                                  page 3
     Associations Incorporation Bill 2014
     Part 1          Preliminary

     s. 3



1                     functions attaching to the person's professional capacity
2                     or to the person's business relationship with members of
3                     the management committee or with the association);
4             property means any legal or equitable estate or interest in, or
5             claim to, real or personal property of any description, whether
6             present or future and whether vested or contingent, and
7             includes --
8               (a) a thing in action; and
9               (b) money;
10            special resolution means a resolution of an incorporated
11            association passed in accordance with section 51;
12            surplus property, in relation to an incorporated association,
13            means property remaining after satisfaction of --
14              (a) the debts and liabilities of the association; and
15              (b) the costs, charges and expenses of winding up or
16                    cancelling the incorporation of the association,
17            but does not include books pertaining to the management of the
18            association;
19            the repealed Act means the Associations Incorporation
20            Act 1987 repealed by section 185.




     page 4
                                       Associations Incorporation Bill 2014
                                 Incorporation of association        Part 2
                                                    Eligibility Division 1
                                                                        s. 4



1           Part 2 -- Incorporation of association
2                       Division 1 -- Eligibility
3    4.   Associations eligible for incorporation
4         Without limiting section 11(1), an association is eligible to be
5         incorporated under this Act if --
6           (a) it is formed and carried on for one or more of the
7                 following purposes --
8                    (i) a religious, educational, charitable or benevolent
9                        purpose;
10                  (ii) the purpose of promoting or encouraging
11                       literature, science or the arts;
12                 (iii) the purpose of providing medical treatment or
13                       attention, or promoting the interests of persons
14                       who suffer from a particular physical, mental or
15                       intellectual disability or condition;
16                 (iv) the purpose of sport, recreation or amusement;
17                  (v) the purpose of establishing, carrying on or
18                       improving a community centre, or promoting the
19                       interests of a local community or a particular
20                       section of a local community;
21                 (vi) the purpose of conserving resources or
22                       preserving any part of the environmental,
23                       historical or cultural heritage of the State;
24                (vii) the purpose of promoting the interests of students
25                       or staff of an educational institution;
26               (viii) a political purpose;
27                 (ix) the purpose of promoting the common interests
28                       of persons who are engaged in, or interested in, a
29                       particular business, trade or industry;
30                  (x) any purpose approved by the Commissioner;
31                and

                                                                     page 5
     Associations Incorporation Bill 2014
     Part 2          Incorporation of association
     Division 1      Eligibility
     s. 5



1                (b)    it has at least 6 members who under its rules have full
2                       voting rights; and
3                 (c)   it is not excluded by section 5 or under regulations made
4                       for the purposes of section 6.

5    5.         Associations not eligible for incorporation
6         (1)   Despite section 4, an association is not eligible to be
7               incorporated under this Act if it is formed or carried on for the
8               purpose of securing pecuniary profit for its members from its
9               transactions.
10        (2)   An association secures pecuniary profit for its members if --
11               (a) it carries on any activity for the purpose of securing
12                     pecuniary profit for its members; or
13               (b) it has capital that is divided into shares or stock held by
14                     its members; or
15               (c) it holds property in which its members have a disposable
16                     interest, whether directly or in the form of shares or
17                     stock in the capital of the association or otherwise; or
18               (d) it is an association that --
19                        (i) is prescribed for the purposes of this subsection;
20                             or
21                       (ii) belongs to a class of associations that is so
22                             prescribed.
23        (3)   An association is not ineligible under subsection (1) by reason
24              only of any one or more of the following circumstances --
25                (a) that the association itself is empowered to make a
26                      pecuniary profit, unless that profit or some part of it is
27                      divided among or received by its members or some of
28                      them;
29               (b) that the association is established for the protection or
30                      regulation of some trade, business, industry or calling in
31                      which the members are engaged or interested (the


     page 6
                                         Associations Incorporation Bill 2014
                                   Incorporation of association        Part 2
                                                      Eligibility Division 1
                                                                          s. 5



1                  activity), if the association itself does not engage or take
2                  part in the activity, or any part or branch of the activity;
3           (c)    that any member of the association derives pecuniary
4                  profit from the association by way of salary paid in good
5                  faith as an employee or member of the management
6                  committee of the association;
7           (d)    that any member of the association derives pecuniary
8                  profit from the association by way of remuneration paid
9                  in good faith;
10          (e)    that any member of the association derives from the
11                 association a pecuniary profit to which the member
12                 would be equally entitled if the member were not a
13                 member of the association;
14           (f)   that the members of the association compete with each
15                 other for trophies or prizes in contests directly related to
16                 the purposes of the association;
17          (g)    that the association itself may or does make a profit
18                 from subscriptions, donations, sponsorship or the sale of
19                 any broadcasting rights;
20          (h)    that the members of the association derive pecuniary
21                 profit through the enjoyment of facilities or services
22                 provided by the association for social, recreational,
23                 educational or other like purposes;
24           (i)   that the association charges admission fees to displays,
25                 exhibitions, contests, sporting fixtures or other occasions
26                 organised for the promotion of the objects or purposes
27                 of the association;
28           (j)   that the association provides pecuniary profit of a kind
29                 that is prescribed for the purposes of this subsection.
30   (4)   For the purposes of subsection (1), a pecuniary profit that by
31         reason of a person's membership of the association is received
32         by any other person is taken to be a pecuniary profit for the
33         member by reason of the person's membership of that
34         association.


                                                                        page 7
     Associations Incorporation Bill 2014
     Part 2          Incorporation of association
     Division 2      Requirements for application for incorporation
     s. 6



1    6.         Regulations may declare associations to be ineligible
2               An association is not eligible to be incorporated under this Act
3               if, according to a determination of the Commissioner, it is an
4               association that --
5                  (a) is prescribed for the purposes of this section; or
6                 (b) belongs to a class of associations that is so prescribed.

7     Division 2 -- Requirements for application for incorporation
8    7.         Application to Commissioner
9         (1)   An application for the incorporation of an association must be
10              lodged with the Commissioner in the approved form by a person
11              duly authorised by the association to apply for incorporation.
12        (2)   An application must --
13               (a) state the name and address of the association; and
14               (b) include a certificate given by the applicant that the
15                     applicant is authorised by the association to apply for
16                     incorporation; and
17               (c) comply with any other requirements prescribed for the
18                     purposes of this subsection.
19        (3)   An application for the incorporation of an association must be
20              accompanied by --
21                (a) if an association's proposed rules on incorporation will
22                     be its own rules -- a copy of the proposed rules certified
23                     by the applicant as a true copy; or
24                (b) if the association has approved the adoption of the
25                     model rules --
26                       (i) a statement to that effect; and
27                      (ii) the information referred to in subsection (4).
28        (4)   The following information is to be provided for the purposes of
29              subsection (3)(b)(ii) --
30                (a) the name of the association;

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                                        Incorporation of association        Part 2
                       Requirements for application for incorporation  Division 2
                                                                               s. 8



1                (b)   the objects or purposes of the association;
2                (c)   the quorum for a general meeting of members of the
3                      association;
4                (d)   the quorum for a meeting of the management committee
5                      of the association;
6                (e)   the period of the first financial year of the association.
7         (5)   The applicant must provide the Commissioner with such other
8               information and documents as the Commissioner may in writing
9               request.

10   8.         Commissioner may require public notice of application for
11              incorporation
12        (1)   The Commissioner may in writing require an applicant under
13              section 7 to give public notice of the application in some way
14              that the Commissioner thinks appropriate.
15        (2)   For the purposes of section 9, the applicant must include in the
16              public notice a statement in wording approved by the
17              Commissioner showing --
18                (a) that a written request, including the reasons for the
19                      request, may be given to the Commissioner by any
20                      person under that section; and
21               (b) the period within which any request must be received by
22                      the Commissioner.

23   9.         Request for refusal of incorporation
24        (1)   Where public notice is given under section 8 in respect of an
25              association, any person may, in accordance with the terms of the
26              notice, request the Commissioner to decline to incorporate the
27              association under this Act.
28        (2)   A request under subsection (1) must include the reasons for the
29              request.




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     Associations Incorporation Bill 2014
     Part 2          Incorporation of association
     Division 3      Incorporation
     s. 10



1                            Division 3 -- Incorporation
2    10.         Incorporation of association
3          (1)   Unless section 11 applies, the Commissioner must incorporate
4                an association by the issue to the association of a certificate of
5                incorporation if --
6                  (a) an application for the incorporation of an association is
7                       made under Division 2; and
8                  (b) the Commissioner is of the opinion that --
9                          (i) the association is eligible to be incorporated
10                              under this Act; and
11                        (ii) the rules of the association lodged with the
12                              Commissioner conform to the requirements of
13                              this Act; and
14                       (iii) the name of the association is appropriate having
15                              regard to section 12.
16         (2)   The Commissioner must not incorporate the association until --
17                (a) the time during which any request might be made under
18                     section 9 has expired; and
19                (b) any request made under that section has been finally
20                     refused.
21         (3)   For the purposes of subsection (2), a request under section 9 has
22               been finally refused if the request is refused by the
23               Commissioner and either --
24                 (a) the time for making an application for review under
25                       section 170 has expired without such an application
26                       being made; or
27                 (b) any application for review made under section 170 --
28                         (i) has resulted in the Commissioner's refusal being
29                               confirmed; or
30                        (ii) has been dismissed or struck out.



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                                         Incorporation of association        Part 2
                                                        Incorporation   Division 3
                                                                               s. 11



1    11.         Refusal of incorporation
2          (1)   The Commissioner must not incorporate an association under
3                this Act if in the opinion of the Commissioner --
4                  (a) it is more appropriate for the activities of the association
5                        to be carried on by a body corporate incorporated under
6                        some other law; or
7                  (b) the incorporation of the association is against the public
8                        interest.
9          (2)   The grounds on which the Commissioner may form the opinion
10               that subsection (1)(a) or (b) applies include the following --
11                 (a) the likely scale or nature of the activities of the
12                       association;
13                 (b) the likely value or nature of the property of the
14                       association;
15                 (c) the extent or nature of the dealings the association is
16                       likely to have with the public;
17                 (d) any other matter the Commissioner considers relevant.
18         (3)   The Commissioner must not incorporate an association if, in the
19               Commissioner's opinion, any ground for refusal of
20               incorporation prescribed by the regulations applies to the
21               association.

22   12.         Restrictions as to names of associations
23               The Commissioner must not incorporate an association under
24               this Act by a name that in the opinion of the Commissioner is --
25                 (a) offensive or undesirable; or
26                 (b) likely to mislead the public as to the object or purpose of
27                       the association; or
28                 (c) identical to the name by which an association in
29                       existence is, or is taken to be, incorporated under this
30                       Act or which resembles any such name in a manner
31                       likely to mislead the public; or


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     Associations Incorporation Bill 2014
     Part 2          Incorporation of association
     Division 3      Incorporation
     s. 13



1                 (d)    identical to, or likely to be confused with, the name of
2                        any other body corporate or a business name registered
3                        to another body under the Business Names Registration
4                        Act 2011 (Commonwealth); or
5                  (e)   prescribed for the purposes of this section; or
6                  (f)   of a kind that is so prescribed.

7    13.         Effect of incorporation
8          (1)   Upon incorporation of an association under this Act --
9                 (a) the association becomes a body corporate with perpetual
10                      succession and may have a common seal; and
11                (b) the corporate name of the association is the name of the
12                      association as stated in the certificate of incorporation,
13                      concluding with the word "Incorporated" or the
14                      abbreviation "Inc."; and
15                (c) except as provided in subsection (2), all rights and
16                      liabilities exercisable against members or members of
17                      the management committee of the association in their
18                      capacity as such immediately before the incorporation of
19                      the association become rights and liabilities of and
20                      exercisable against the incorporated association; and
21                (d) the association may sue or be sued in its corporate name.
22         (2)   Subsection (1)(c) is not to be construed so as to relieve or
23               release any person in respect of liabilities incurred by or on
24               behalf of the association prior to incorporation.

25   14.         Powers of incorporated association
26         (1)   Subject to this Act and to its rules, an incorporated association
27               may do all things necessary or convenient for carrying out its
28               objects and purposes, and in particular, may --
29                 (a) acquire, hold, deal with, and dispose of any real or
30                       personal property; and
31                (b) open and operate bank accounts; and


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                                         Incorporation of association        Part 2
                                                        Incorporation   Division 3
                                                                               s. 15



1                  (c)   invest its money --
2                           (i) as trust funds may be invested under the Trustees
3                                Act 1962 Part III; or
4                          (ii) in any other manner authorised by the rules of
5                                the association;
6                        and
7                 (d)    borrow money upon such terms and conditions as the
8                        association thinks fit; and
9                  (e)   give such security for the discharge of liabilities
10                       incurred by the association as the association thinks fit;
11                       and
12                 (f)   appoint agents to transact any business of the association
13                       on its behalf; and
14                (g)    enter into any other contract it considers necessary or
15                       desirable.
16         (2)   An incorporated association may, unless its rules otherwise
17               provide, act as trustee and accept and hold real and personal
18               property upon trust, but an incorporated association does not
19               have power to do any act or thing as a trustee that, if done
20               otherwise than as a trustee, would contravene this Act or the
21               rules of the association.

22   15.         Manner in which contract may be made
23         (1)   Contracts may be made by or on behalf of an incorporated
24               association as follows --
25                 (a) a contract which, if made between natural persons,
26                       would be required to be in writing under seal may be
27                       made by the incorporated association under its common
28                       seal;
29                 (b) a contract which, if made between natural persons,
30                       would be required to be in writing signed by the parties
31                       may be made on behalf of the association in writing by
32                       any person acting under its express or implied authority;


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     Associations Incorporation Bill 2014
     Part 2          Incorporation of association
     Division 3      Incorporation
     s. 16



1                  (c)   a contract which, if made between natural persons,
2                        would be valid although not in writing signed by the
3                        parties may be made orally on behalf of the association
4                        by any person acting under its express or implied
5                        authority.
6          (2)   A contract may be varied or rescinded by or on behalf of an
7                incorporated association in the same manner as it is authorised
8                to be made.

9    16.         When contract affected by deficiency in association's legal
10               capacity
11         (1)   A contract made with an incorporated association is not invalid
12               by reason of any deficiency in the legal capacity of the
13               association to enter into, or carry out, the contract unless the
14               person contracting with the association has actual notice of the
15               deficiency.
16         (2)   An incorporated association that enters into a contract that
17               would, but for the provisions of subsection (1), be invalid is
18               empowered to carry out the contract.
19         (3)   This section does not prejudice an action by a member of an
20               incorporated association to restrain the association from
21               entering into a transaction that is beyond the powers of the
22               association.

23   17.         Requirements of section 4 continue after incorporation
24         (1)   After its incorporation an association --
25                (a) must continue to be carried on for one or more purposes
26                       mentioned in section 4(a); and
27                (b) must at all times have at least 6 members who under its
28                       rules have full voting rights; and
29                (c) must not, itself or as a trustee secure pecuniary profit for
30                       its members.



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                                               Associations Incorporation Bill 2014
                                         Incorporation of association        Part 2
                                                        Incorporation   Division 3
                                                                               s. 18



1          (2)   The application of subsection (1) extends to an association that
2                is, or is deemed to be, an incorporated association immediately
3                before the commencement of this section.

4    18.         Certain property vests in incorporated association
5          (1)   On the incorporation of an association under section 10 all real
6                and personal property held by any person for or on behalf of the
7                association vests, by virtue of this subsection, in the
8                incorporated association.
9          (2)   Any property vested in an incorporated association by
10               subsection (1) is vested subject to any trust, restriction or
11               obligation to which that property was subject immediately
12               before it became so vested.
13         (3)   On --
14                (a) the application of an incorporated association in which
15                    any estate or interest in land has been vested by
16                    subsection (1); and
17                (b) the production of such duplicate instruments of title and
18                    other documents as the Registrar of Titles or the
19                    Registrar of Deeds and Transfers may require,
20               the Registrar of Titles or the Registrar of Deeds and Transfers
21               must record and register the vesting of that estate or interest in
22               land in the association.

23   19.         Liability of members of management committee, trustees
24               and members
25         (1)   A member of the management committee, trustee or a member
26               of an incorporated association is not by reason only of being
27               such a member of the management committee, trustee or
28               member liable in respect of the liabilities of the association.
29         (2)   Subsection (1) does not apply in respect of liabilities incurred
30               by or on behalf of the association prior to incorporation.



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    Associations Incorporation Bill 2014
    Part 2          Incorporation of association
    Division 3      Incorporation
    s. 20



1   20.       Issue of replacement certificate
2             The Commissioner must issue a replacement certificate of
3             incorporation of an association if --
4               (a) the incorporated association satisfies the Commissioner
5                    that the certificate has been lost or destroyed; and
6               (b) the fee prescribed by the regulations is paid by the
7                    incorporated association.




    page 16
                                               Associations Incorporation Bill 2014
                                                              Rules          Part 3
                                   Rules of incorporated association    Division 1
                                                                               s. 21



1                                  Part 3 -- Rules
2                Division 1 -- Rules of incorporated association
3    21.         Effect of rules
4          (1)   The rules of an incorporated association bind the association
5                and the members of the association as if --
6                  (a) they contained an agreement on the part of each member
7                        to be bound by and observe all the provisions of the
8                        rules; and
9                  (b) that agreement were duly executed by each member.
10         (2)   Subsection (1) has effect only so far as the rules are consistent
11               with this Act.
12         (3)   The application of this section extends to an association that is,
13               or is deemed to be, an incorporated association immediately
14               before the commencement of this section.

15   22.         General requirements for content of rules
16         (1)   The rules of an incorporated association must specify the
17               following --
18                 (a) the name of the association;
19                 (b) the objects or purposes of the association;
20                 (c) the quorum for a general meeting of members of the
21                      incorporated association;
22                 (d) the quorum for a meeting of the management committee
23                      of the incorporated association.
24         (2)   The rules of an incorporated association must include a
25               provision in, or substantially in, the following terms --
26                 The property and income of the association must be applied
27                 solely towards the promotion of the objects or purposes of the
28                 association and no part of that property or income may be
29                 paid or otherwise distributed, directly or indirectly, to any

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     Associations Incorporation Bill 2014
     Part 3          Rules
     Division 1      Rules of incorporated association
     s. 23



1                  member of the association, except in good faith in the
2                  promotion of those objects or purposes.
3          (3)   Subject to section 23, the rules of an incorporated association
4                must at all times --
5                 (a) address each of the matters set out in Schedule 1
6                        Division 1; and
7                 (b) comply with any applicable requirement under
8                        Schedule 1 Division 2; and
9                 (c) be otherwise consistent with this Act.
10         (4)   The rules of an incorporated association must include a
11               reference to any exemption or approval under section 23(1)
12               or 25(1) and the effect of the exemption or approval.
13         (5)   An incorporated association is taken to have met the
14               requirements of subsection (3) if the association --
15                 (a) adopts the model rules without modification as its rules;
16                      and
17                 (b) provides to the Commissioner the information referred
18                      to in section 7(3)(b)(ii) or 29(5), as the case requires.
19         (6)   The rules of an incorporated association that adopts the model
20               rules are taken to include the information provided by the
21               association under section 7(3)(b)(ii) or 29(5).
22         (7)   The application of this section extends to an association that is,
23               or is deemed to be, an incorporated association immediately
24               before the commencement of this section.

25   23.         Commissioner may exempt from requirement of section 22
26         (1)   A provision in Schedule 1 does not apply to an incorporated
27               association to the extent that the Commissioner in writing
28               exempts it from that provision.
29         (2)   The Commissioner may at any time revoke or amend an
30               exemption.


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                                               Associations Incorporation Bill 2014
                                                              Rules          Part 3
                                   Rules of incorporated association    Division 1
                                                                               s. 24



1          (3)   An exemption has effect subject to compliance with any
2                condition that the Commissioner attaches to it.
3          (4)   An application for an exemption may be lodged --
4                 (a) on behalf of an association as part of an application
5                       under section 7; or
6                 (b) by an incorporated association.
7          (5)   The Commissioner is only to grant an exemption in respect of a
8                provision if satisfied --
9                  (a) that the special circumstances of the association justify
10                       the exemption; and
11                 (b) that the exemption will not affect the objects or purposes
12                       of the association; and
13                 (c) that the application of the provision to the association
14                       would cause undue hardship to its members; and
15                 (d) as to any other prescribed matter.
16         (6)   The Commissioner must give written notice of a decision under
17               this section to the association, and allow the association a
18               reasonable time to comply with the provision concerned as
19               affected by the decision.

20   24.         Restriction on distribution of surplus property
21         (1)   There is implied in the rules of every incorporated association a
22               provision that, on the cancellation of the incorporation or the
23               winding up of the association, its surplus property can only be
24               distributed to one or more of the following --
25                 (a) an incorporated association;
26                 (b) a company limited by guarantee that is registered as
27                       mentioned in the Corporations Act section 150;
28                 (c) a company holding a licence that continues in force
29                       under the Corporations Act section 151;




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     Associations Incorporation Bill 2014
     Part 3          Rules
     Division 1      Rules of incorporated association
     s. 25



1                 (d)    a body corporate that at the time of the distribution is the
2                        holder of a licence under the Charitable Collections
3                        Act 1946;
4                  (e)   a body corporate that --
5                           (i) is a member or former member of the
6                                incorporated association; and
7                          (ii) at the time of the distribution of surplus property,
8                                has rules that prevent the distribution of property
9                                to its members;
10                 (f)   a trustee for a body corporate referred to in
11                       paragraph (e);
12                (g)    a co-operative registered under the Co-operatives
13                       Act 2009 that, at the time of the distribution of surplus
14                       property, is a non-distributing co-operative as defined in
15                       that Act.
16         (2)   The provision described in subsection (1) has effect --
17                (a) subject to section 134; and
18                (b) despite any inconsistent provision in the rules of an
19                      incorporated association.
20         (3)   The application of this section extends to an association that is,
21               or is deemed to be, an incorporated association immediately
22               before the commencement of this section.

23   25.         Commissioner may approve variation of provision implied
24               by section 24
25         (1)   The Commissioner may, for the rules of a particular
26               incorporated association, approve in writing a variation of the
27               provision implied by section 24 so that it includes a reference
28               to --
29                 (a) a particular body corporate; or
30                 (b) a particular body corporate that is to apply property for a
31                       particular charitable purpose approved by the
32                       Commissioner.

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                                              Associations Incorporation Bill 2014
                                                             Rules          Part 3
                                  Rules of incorporated association    Division 1
                                                                              s. 26



1          (2)   An approval has effect subject to compliance with any condition
2                that the Commissioner attaches to it.
3          (3)   An application for an approval under subsection (1) may be
4                made --
5                 (a) on behalf of an association as part of an application for
6                       incorporation under section 7; or
7                 (b) by an incorporated association.
8          (4)   An application for an approval under subsection (1) must
9                include the written consent of the body corporate concerned to
10               the application being made.
11         (5)   The Commissioner may revoke or amend an approval given
12               under subsection (1).

13   26.         Model rules
14         (1)   Regulations are to be made prescribing model rules for
15               incorporated associations.
16         (2)   The model rules must --
17                (a) address each of the matters set out in Schedule 1
18                     Division 1 other than specifying the following --
19                        (i) the name of the incorporated association;
20                       (ii) the objects or purposes of the incorporated
21                             association;
22                      (iii) the quorum for a general meeting of members of
23                             the incorporated association;
24                      (iv) the quorum for a meeting of the management
25                             committee of the incorporated association;
26                     and
27                (b) comply with the requirements under Schedule 1
28                     Division 2 other than fixing the period of the first
29                     financial year of an incorporated association.
30         (3)   The model rules may deal with any other matter.


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     Associations Incorporation Bill 2014
     Part 3          Rules
     Division 1      Rules of incorporated association
     s. 27



1    27.         Rules of associations existing at the commencement of
2                section 185
3          (1)   This section applies to an association that was incorporated
4                under a repealed Act and whose incorporation has effect
5                immediately before the commencement of section 185.
6          (2)   The rules of an association as in force immediately before the
7                commencement of section 185 continue to have effect but
8                without limiting --
9                  (a) the ability of the association, or of the management
10                      committee of the association, to alter the rules of the
11                      association in accordance with Division 2 or
12                      section 200; or
13                 (b) the operation of section 22 as qualified by Part 16
14                      Division 2 Subdivision 4.

15   28.         Rules of an incorporated association
16         (1)   On the registration of an incorporated association under this
17               Act, the rules of the association are --
18                (a) the rules that accompanied the application for the
19                       registration of the association; or
20                (b) if the application was accompanied by a statement that
21                       the model rules have been approved as the rules of the
22                       proposed incorporated association -- the model rules
23                       including the information provided under
24                       section 7(3)(b)(ii) or 29(5).
25         (2)   The model rules apply as the rules of an association on its
26               incorporation --
27                 (a) if the association does not have its own rules; or
28                 (b) if the association has its own rules, to the extent that
29                      they do not --
30                        (i) address a matter referred to in Schedule 1
31                             Division 1; or


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                                               Associations Incorporation Bill 2014
                                                              Rules          Part 3
                                   Rules of incorporated association    Division 1
                                                                               s. 29



1                         (ii)   comply with any applicable requirement under
2                                Schedule 1 Division 2.

3    29.         Adoption of model rules
4          (1)   An incorporated association may, by special resolution, approve
5                the adoption of the model rules as the rules of the association at
6                any time after its incorporation under this Act.
7          (2)   If an incorporated association approves the adoption of the
8                model rules as its rules, it is taken to have adopted any
9                subsequent amendment to the model rules as an alteration of its
10               rules.
11         (3)   An alteration of the rules of an incorporated association referred
12               to in subsection (2) --
13                 (a) takes effect on the day the relevant amendment to the
14                       model rules comes into operation; and
15                 (b) takes effect without the requirement of a special
16                       resolution of the association; and
17                 (c) does not require the approval of the Commissioner.
18         (4)   If an incorporated association that has approved the adoption of
19               the model rules as its own rules alters those rules under
20               section 30, other than an alteration to its name, objects, purposes
21               or quorums, the association is taken to have adopted its own
22               rules and subsections (2) and (3) do not apply to those rules.
23         (5)   An incorporated association that approves the adoption of the
24               model rules as its own rules under subsection (1) must notify the
25               Commissioner and include in the notification the following
26               information --
27                 (a) the name of the association;
28                 (b) the objects or purposes of the association;
29                 (c) the quorum for a general meeting of members of the
30                      association;



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     Associations Incorporation Bill 2014
     Part 3          Rules
     Division 2      Alteration of rules
     s. 30



1                 (d)    the quorum for a meeting of the management committee
2                        of the association;
3                  (e)   if relevant, the period of the first financial year of the
4                        association.

5                         Division 2 -- Alteration of rules
6    30.         Alteration of rules
7          (1)   Subject to sections 31 and 33, an incorporated association may
8                alter its rules by special resolution but not otherwise.
9          (2)   In this section, a reference to rules includes a reference to
10               information provided under section 7(3)(b)(ii) or 29(5).
11         (3)   Within one month after the passing of a special resolution
12               altering its rules, or such further time as the Commissioner may
13               in a particular case allow, an incorporated association must
14               lodge the required documents with the Commissioner.
15               Penalty: a fine of $1 000.
16         (4)   The required documents are --
17                (a) a notice of the special resolution setting out particulars
18                      of the alterations; and
19                (b) a certificate in the approved form that the resolution was
20                      duly passed as a special resolution; and
21                (c) except where only the model rules will apply, a
22                      consolidated copy of the rules of the incorporated
23                      association, including all alterations to which the special
24                      resolution relates.
25         (5)   The certificate under subsection (4)(b) must be signed by a
26               member of the management committee of the incorporated
27               association.
28         (6)   An alteration of the rules of an incorporated association does
29               not take effect until subsection (3) is complied with.



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                                              Associations Incorporation Bill 2014
                                                              Rules         Part 3
                                                 Alteration of rules   Division 2
                                                                              s. 31



1          (7)   The regulations may make provision for the circumstances and
2                manner in which notice of any alteration of an incorporated
3                association's rules must be given to members of the association.

4    31.         Change of name by alteration of rules
5          (1)   An alteration of the rules of an incorporated association having
6                effect to change the name of the association does not take effect
7                until section 30 is complied with and the approval of the
8                Commissioner is given to the change of name.
9          (2)   The Commissioner may direct that notice of a proposed change
10               of name of an incorporated association be published in
11               accordance with the Commissioner's directions as a prerequisite
12               to approval of the change.
13         (3)   The Commissioner must not approve a name under this section
14               unless the Commissioner is of the opinion that the proposed
15               name is an appropriate name under which an association might
16               be incorporated under this Act.
17         (4)   The Commissioner must issue a new certificate of incorporation
18               in the approved form showing the new name of the incorporated
19               association if --
20                 (a) the Commissioner approves a change of name; and
21                 (b) subsection (5) is complied with; and
22                 (c) any fee prescribed for the purposes of this subsection
23                       has been paid.
24         (5)   A new certificate of incorporation under subsection (4) must not
25               be issued unless --
26                 (a) the certificate of incorporation previously issued has
27                       been returned to the Commissioner; or
28                 (b) the Commissioner is satisfied that the certificate has
29                       been lost or destroyed.




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     Associations Incorporation Bill 2014
     Part 3          Rules
     Division 2      Alteration of rules
     s. 32



1    32.         Corporate identity and other matters not affected by change
2                of name
3          (1)   A change of name of an incorporated association does not
4                affect --
5                  (a) the corporate identity of the incorporated association; or
6                  (b) its rights and obligations; or
7                  (c) any legal proceeding by or against it.
8          (2)   A legal proceeding that might have been commenced or
9                continued by or against the incorporated association in its
10               former name may be commenced or continued by or against it
11               in its new name.

12   33.         Certain other rule alterations to be approved by
13               Commissioner
14         (1)   This section applies to an alteration of the rules of an
15               incorporated association having effect to alter --
16                 (a) the objects or purposes of the association; or
17                 (b) the manner in which surplus property of the association
18                      must be distributed or dealt with if the association is
19                      wound up or its incorporation is cancelled.
20         (2)   The alteration does not take effect until section 30 is complied
21               with and the approval of the Commissioner is given to it.
22         (3)   The Commissioner may direct that notice of the proposed
23               alteration be published in accordance with the Commissioner's
24               directions as a prerequisite to it being approved.

25   34.         Request for refusal of change of name or other rule
26               alterations
27         (1)   Any person may, in accordance with the terms of a public notice
28               given under --
29                 (a) section 31(2) in respect of a change of name; or



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                                               Associations Incorporation Bill 2014
                                                               Rules         Part 3
                                       Provision of rules to members    Division 3
                                                                               s. 35



1                 (b)   section 33(3) in respect of a rule alteration to which
2                       section 33 applies,
3                request the Commissioner to decline to approve the change or
4                alteration.
5          (2)   A request under subsection (1) must include the reasons for the
6                request.

7                  Division 3 -- Provision of rules to members
8    35.         Rules to be available to members
9          (1)   An incorporated association must keep and maintain in an
10               up-to-date condition a copy of the rules of the association.
11               Penalty: a fine of $2 750.
12         (2)   At the request of a member of an incorporated association, the
13               association must make the copy of the rules available for
14               inspection by the member.
15               Penalty: a fine of $2 750.
16         (3)   The member may make a copy of or take an extract from the
17               copy of the rules but does not have the right to remove the rules
18               for that purpose.

19   36.         When member to receive copy of rules
20         (1)   Without limiting section 35, an incorporated association
21               must --
22                 (a) at the request of a member of the association, give to the
23                      member a copy of the association's rules, or of any
24                      particular part of those rules to which the request relates,
25                      as in force at the time of the request; and
26                (b) give to each person who becomes a member of the
27                      association a copy of the association's rules as in force
28                      when the membership commences.
29               Penalty: a fine of $2 750.


                                                                            page 27
     Associations Incorporation Bill 2014
     Part 3          Rules
     Division 3      Provision of rules to members
     s. 37



1          (2)   An incorporated association must not make a charge for taking
2                any action that it is required to take under this section.
3          (3)   The regulations may make provision for the manner in which a
4                copy of an incorporated association's rules or of any part of
5                those rules may be, or must be, given under this section.

6    37.         Further provision as to obligations under sections 35 and 36
7                The obligations under sections 35 and 36 in respect of the rules
8                of an association include reference to --
9                  (a) model rules if those rules are the rules of the association;
10                       and
11                 (b) the association's own rules.




     page 28
                                            Associations Incorporation Bill 2014
                                                   Management             Part 4
                                           Management committee      Division 1
                                                                            s. 38



1                            Part 4 -- Management
2                     Division 1 -- Management committee
3    38.         Management committee
4                The persons who under the rules of the incorporated association
5                have the power to manage the affairs of the association
6                constitute the management committee of the association for the
7                purposes of this Act.

8    39.         Persons who are not to be members of management
9                committee
10         (1)   Subject to section 40, this section applies to the following
11               persons --
12                 (a) a person who is, according to the Interpretation
13                      Act 1984 section 13D, a bankrupt or person whose
14                      affairs are under insolvency laws;
15                 (b) a person who has been convicted, within or outside the
16                      State, of --
17                         (i) an indictable offence in relation to the
18                               promotion, formation or management of a body
19                               corporate; or
20                        (ii) an offence involving fraud or dishonesty
21                               punishable by imprisonment for a period of not
22                               less than 3 months; or
23                       (iii) an offence under Division 3 or section 127.
24         (2)   A person to whom this section applies must not, without leave
25               of the Commissioner, accept an appointment or act as a member
26               of a management committee of an incorporated association.
27               Penalty: a fine of $10 000.




                                                                         page 29
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 1      Management committee
     s. 40



1    40.         Limitation of period for which section 39 applies to certain
2                persons
3                Section 39 applies to a person referred to in subsection (1)(b) of
4                that section, in relation to the person's conviction of an offence,
5                only for the period of 5 years --
6                  (a) from the time of the person's conviction; or
7                  (b) if the conviction results in a term of imprisonment, from
8                        the time of the person's release from custody.

9    41.         Handing over of documents and records when membership
10               of management committee ceases
11         (1)   In this section --
12               relevant documents and records means documents and records
13               pertaining to the management of the affairs of an incorporated
14               association that --
15                 (a) if subsection (2)(a) applies, were in the possession of the
16                        member of the management committee immediately
17                        before the member's death; or
18                 (b) if subsection (2)(b) applies, are in the possession of the
19                        person who has ceased to be a member of the
20                        management committee.
21         (2)   This section applies where a member of the management
22               committee of an incorporated association --
23                 (a) dies; or
24                 (b) otherwise ceases to be a member of the management
25                      committee.
26         (3)   As soon as is practicable after a person has ceased to be a
27               member of the management committee of an incorporated
28               association --
29                 (a) the person; or




     page 30
                                                Associations Incorporation Bill 2014
                                                         Management           Part 4
                                  Matters of material personal interest  Division 2
                                                                                s. 42



1                  (b)    if subsection (2)(a) applies, the personal representative
2                         of the person,
3                 must deliver to a member of the management committee of the
4                 association all relevant documents and records or, in the case of
5                 relevant documents or records that are stored on a computer, a
6                 copy of all such documents and records.
7                 Penalty: a fine of $10 000.

8                Division 2 -- Matters of material personal interest
9    42.          Disclosure of material personal interest
10         (1)    A member of the management committee of an incorporated
11                association who has a material personal interest in a matter
12                being considered at a management committee meeting must, as
13                soon as the member becomes aware of the interest, disclose the
14                nature and extent of the interest to the management committee.
15                Penalty: a fine of $10 000.
16         (2)    A member of the management committee of an incorporated
17                association who has a material personal interest in a matter
18                being considered at a management committee meeting must
19                disclose the nature and extent of the interest at the next general
20                meeting of the association.
21                Penalty: a fine of $10 000.
22         (3)    Subsections (1) and (2) do not apply in respect of a material
23                personal interest --
24                  (a) that exists only because the member --
25                          (i) is an employee of the incorporated association;
26                               or
27                         (ii) is a member of a class of persons for whose
28                               benefit the association is established;
29                       or
30                  (b) that the member has in common with all, or a substantial
31                       proportion of, the members of the association.

                                                                             page 31
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 2      Matters of material personal interest
     s. 43



1          (4)   If a member of the management committee of an incorporated
2                association discloses a material personal interest in a contract or
3                proposed contract in accordance with this section, and the
4                member has complied with section 43(1) or the member's
5                interest is not required to be disclosed because of
6                subsection (3) --
7                   (a) the contract is not liable to be avoided by the association
8                         on any ground arising from the fiduciary relationship
9                         between the member and the association; and
10                 (b) the member is not liable to account for profits derived
11                        from the contract.
12         (5)   A disclosure of a material personal interest required by
13               subsection (1) or (2) must give details of --
14                 (a) the nature and extent of the interest; and
15                 (b) the relation of the interest to the activities of the
16                      incorporated association.
17         (6)   The details referred to in subsection (5) must be recorded in the
18               minutes of the meeting of the management committee at which
19               the disclosure is made.

20   43.         Voting on contract in which management committee
21               member has a material personal interest
22         (1)   A member of the management committee of an incorporated
23               association who has a material personal interest in a matter
24               being considered at a meeting of the management committee
25               must not --
26                 (a) be present while the matter is being considered at the
27                       meeting; or
28                 (b) vote on the matter.
29               Penalty: a fine of $10 000.




     page 32
                                              Associations Incorporation Bill 2014
                                                     Management             Part 4
                                                  Duties of officers   Division 3
                                                                              s. 44



1          (2)   Subsection (1) does not apply in respect of a material personal
2                interest --
3                  (a) that exists only because the member belongs to a class
4                         of person for whose benefit the association is
5                         established; or
6                  (b) that the member has in common with all, or a substantial
7                         proportion of, the members of the association.
8          (3)   If there are not enough management committee members to
9                form a quorum to consider a matter because of subsection (1) --
10                  (a) one or more committee members (including those who
11                        have a material personal interest in the matter) may call
12                        a general meeting; and
13                 (b) the general meeting may pass a resolution to deal with
14                        the matter.

15                         Division 3 -- Duties of officers
16   44.         Duty of care and diligence
17         (1)   An officer of an incorporated association must exercise his or
18               her powers and discharge his or her duties with the degree of
19               care and diligence that a reasonable person would exercise if
20               that person --
21                 (a) were an officer of the association in the association's
22                       circumstances; and
23                 (b) occupied the office held by, and had the same
24                       responsibilities within the association as, the officer.
25               Penalty: a fine of $10 000.
26         (2)   An officer of an incorporated association who makes a business
27               judgment is taken to meet the requirements of subsection (1),
28               and his or her equivalent duties at common law and in equity, in
29               respect of the judgment if the officer --
30                 (a) makes the judgment in good faith for a proper purpose;
31                       and


                                                                            page 33
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 3      Duties of officers
     s. 45



1                 (b)    does not have a material personal interest in the subject
2                        matter of the judgment; and
3                  (c)   informs himself or herself about the subject matter of
4                        the judgment to the extent the officer reasonably
5                        believes to be appropriate; and
6                 (d)    rationally believes that the judgment is in the best
7                        interests of the association.
8          (3)   For the purposes of subsection (2) --
9                business judgment means any decision to take or not take
10               action in respect of a matter relevant to the operations of the
11               incorporated association.
12         (4)   The officer's belief that the judgment is in the best interests of
13               the incorporated association is a rational one unless the belief is
14               one that no reasonable person in the position of the officer
15               would hold.

16   45.         Duty of good faith and proper purpose
17               An officer of an incorporated association must exercise his or
18               her powers and discharge his or her duties --
19                 (a) in good faith in the best interests of the association; and
20                 (b) for a proper purpose.
21               Penalty: a fine of $10 000.

22   46.         Use of position
23               An officer of an incorporated association must not improperly
24               use his or her position to --
25                 (a) gain an advantage for the officer or another person; or
26                 (b) cause detriment to the association.
27               Penalty: a fine of $10 000.




     page 34
                                              Associations Incorporation Bill 2014
                                                     Management             Part 4
                                                  Duties of officers   Division 3
                                                                              s. 47



1    47.         Use of information
2                A person who obtains information because the person is, or has
3                been, an officer of an incorporated association must not
4                improperly use the information to --
5                  (a) gain an advantage for the person or another person; or
6                  (b) cause detriment to the association.
7                Penalty: a fine of $10 000.

8    48.         Interaction of sections 44 to 47 with other laws
9          (1)   Sections 44 to 47 --
10                 (a) have effect in addition to, and not in derogation of, any
11                      rule of law relating to the duty or liability of a person
12                      because of his or her office in relation to an incorporated
13                      association; and
14                (b) do not prevent the commencement of civil proceedings
15                      for a breach of a duty or in respect of a liability referred
16                      to in paragraph (a).
17         (2)   This section does not apply to section 44(2), (3) and (4) to the
18               extent to which those provisions operate on the duties at
19               common law and in equity that are equivalent to the
20               requirements of section 44(1).

21   49.         Reliance on information or advice
22         (1)   This section applies if the reasonableness of the reliance of an
23               officer of an incorporated association on information or advice
24               given to the officer arises in a proceeding brought to determine
25               whether the officer has performed a duty under this Act or an
26               equivalent duty at common law or in equity.
27         (2)   Unless the contrary is proved, the officer's reliance on the
28               information or advice is taken to be reasonable if --
29                 (a) the information or advice was given or prepared by --
30                        (i) an employee of the incorporated association
31                              whom the officer reasonably believed to be

                                                                            page 35
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 4      Annual general meeting and special resolutions
     s. 50



1                                reliable and competent in relation to the matters
2                                concerned; or
3                         (ii)   a professional advisor or expert in relation to the
4                                matters that the officer reasonably believed to be
5                                within that person's professional or expert
6                                competence; or
7                        (iii)   another officer of the incorporated association in
8                                relation to matters within the other officer's
9                                authority; or
10                       (iv)    a sub-committee of the incorporated association
11                               of which the officer was not a member in relation
12                               to matters within the sub-committee's authority;
13                      and
14                (b)   the reliance was made --
15                         (i) in good faith; and
16                        (ii) after making an independent assessment of the
17                              information or advice, having regard to the
18                              officer's knowledge of the incorporated
19                              association and the complexity of the structure of
20                              the incorporated association.

21    Division 4 -- Annual general meeting and special resolutions
22   50.         Annual general meeting
23         (1)   Except as allowed under subsection (2), an incorporated
24               association must in each calendar year hold an annual general
25               meeting.
26               Penalty: a fine of $5 000.
27         (2)   An incorporated association may hold its first annual general
28               meeting at any time within 18 months after incorporation.
29         (3)   Except as allowed under subsection (2), an incorporated
30               association must hold its annual general meeting --
31                 (a) within 6 months after the end of the association's
32                       financial year; or

     page 36
                                                Associations Incorporation Bill 2014
                                                        Management            Part 4
                        Annual general meeting and special resolutions   Division 4
                                                                                s. 51



1                 (b)   within such longer period as may in a particular case be
2                       allowed by the Commissioner.
3                Penalty: a fine of $2 750.

4    51.         Requirements for special resolution
5          (1)   For the purposes of this Act, a resolution is a special resolution
6                if it is passed --
7                   (a) at a general meeting of an incorporated association; and
8                  (b) by the votes of not less than three-fourths of the
9                          members of the association who cast a vote at the
10                         meeting.
11         (2)   A person is taken to cast a vote at a general meeting as
12               mentioned in subsection (1) if the person has a right under the
13               rules of the association to vote on the resolution and --
14                 (a) votes in person at the meeting; or
15                 (b) where proxies or postal votes are allowed by the rules of
16                       the association, votes on the resolution by proxy or
17                       postal vote.
18         (3)   Before the general meeting, written notice of --
19                (a) the proposed special resolution; and
20                (b) the time and place of the general meeting at which it is
21                      proposed to move the resolution,
22               must be given, as required under the rules of the incorporated
23               association, to each member of the association.
24         (4)   The notice must set out the wording of the proposed special
25               resolution.
26         (5)   If notice is not given in accordance with subsections (3) and (4)
27               the special resolution has no effect.




                                                                             page 37
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 5      Register of members
     s. 52



1    52.         Evidence of passing of resolution
2          (1)   At a general meeting of an incorporated association at which a
3                resolution proposed as a special resolution is submitted, a
4                declaration by the person presiding that the resolution has been
5                passed as a special resolution is evidence of the fact.
6          (2)   Subsection (1) does not apply if, during the meeting at which
7                the resolution is submitted, a poll is demanded --
8                  (a) in accordance with the rules of the incorporated
9                        association; or
10                 (b) if the rules do not make provision as to the manner in
11                       which a poll may be demanded, by at least 3 members of
12                       the association present in person or, where proxies are
13                       allowed, by proxy.
14         (3)   If a poll is taken under subsection (2), a declaration by the
15               person presiding as to the result of a poll is evidence of the
16               matter so declared.

17                       Division 5 -- Register of members
18   53.         Register to be maintained
19         (1)   An incorporated association must --
20                 (a) maintain a register of its members in accordance with
21                      the regulations and the requirements of this section; and
22                (b) record in the register any change in the membership of
23                      the association within 28 days after the change occurs.
24               Penalty: a fine of $2 750.
25         (2)   The register of members must include each member's name
26               and --
27                 (a) residential address; or
28                 (b) postal address; or
29                 (c) email address; or



     page 38
                                              Associations Incorporation Bill 2014
                                                     Management             Part 4
                                              Register of members      Division 5
                                                                              s. 54



1                 (d)   information, by means of which contact can be made
2                       with the member, that is prescribed for the purposes of
3                       this paragraph.

4    54.         Inspection of register by member
5          (1)   An incorporated association must, at the request of a member,
6                make the register of members available for inspection by the
7                member.
8                Penalty: a fine of $2 750.
9          (2)   Subject to any rules of the kind mentioned in subsection (3), a
10               member inspecting the register of members may make a copy
11               of, or take an extract from, the register but is not entitled to
12               remove the register for that purpose.
13         (3)   The rules of an incorporated association may require a member
14               who wishes to make a copy of, or take an extract from, the
15               register of members to provide a statutory declaration setting
16               out the purpose for which the copy or extract is required and
17               declaring that the purpose is connected with the affairs of the
18               association.

19   55.         Commissioner may request copy of register
20         (1)   The Commissioner may request an incorporated association to
21               provide the Commissioner with a copy of the register of
22               members.
23         (2)   The incorporated association must comply with the request
24               within 14 days after it is made.
25               Penalty: a fine of $5 000.

26   56.         Member may request copy of register
27         (1)   A member of an incorporated association may in writing request
28               the association to provide the member with a copy of the
29               register of members.



                                                                           page 39
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 5      Register of members
     s. 57



1          (2)   The rules of an incorporated association may require a member
2                who requests a copy of the register of members to provide a
3                statutory declaration setting out the purpose for which the
4                request is made and declaring that the purpose is connected with
5                the affairs of the association.
6          (3)   Subject to any rules of the kind mentioned in subsection (2), the
7                incorporated association must comply with the request on
8                payment of any amount required to be paid under
9                subsection (4).
10               Penalty: a fine of $2 750.
11         (4)   The management committee may --
12                (a) determine a reasonable charge for the cost of complying
13                     with a request under subsection (1); and
14                (b) require the person making the request to pay the charge
15                     to the association.
16         (5)   The regulations may make provision for --
17                (a) the manner in which a copy of the register of members
18                      may be, or must be, provided to a member under
19                      subsection (3); and
20                (b) the maximum amount, or a method of calculating the
21                      maximum amount, that may be charged under
22                      subsection (4).

23   57.         Improper use of information in register
24         (1)   A person must not use or disclose information in the register of
25               members of an incorporated association except for a purpose --
26                 (a) that is directly connected with the affairs of the
27                      association; or
28                (b) that is related to the administration of this Act.
29               Penalty: a fine of $10 000.




     page 40
                                              Associations Incorporation Bill 2014
                                                       Management           Part 4
                                             Record of office holders  Division 6
                                                                              s. 58



1          (2)   Without limiting subsection (1), a person contravenes that
2                subsection if the person --
3                  (a) uses information obtained from the register of members
4                       of an incorporated association for advertising purposes;
5                       or
6                  (b) discloses information obtained from the register of
7                       members of an incorporated association to another
8                       person, knowing that the information is likely to be used
9                       for advertising purposes.
10         (3)   The reference in subsection (2) to the use of information for
11               advertising purposes is a reference to using it to contact, or send
12               material to, the association or a member of the association for
13               the purpose of advertising for political, religious, charitable or
14               commercial purposes.
15         (4)   Subsection (2) does not apply if the use or disclosure of the
16               information is approved by the incorporated association
17               concerned.

18                     Division 6 -- Record of office holders
19   58.         Record of office holders
20         (1)   In this section --
21               address means --
22                 (a) a residential or business address; or
23                 (b) a post office box address; or
24                 (c) an email address.
25         (2)   An incorporated association must maintain a record of --
26                (a) the names and addresses of the persons who --
27                        (i) are members of its management committee; or
28                       (ii) hold other offices of the association provided for
29                             by its rules;
30                      and


                                                                            page 41
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 6      Record of office holders
     s. 59



1                 (b)   the name and address of any person who is authorised to
2                       use the common seal of the association (if it has a
3                       common seal); and
4                  (c) the name and address of any person who is appointed or
5                       acts as trustee on behalf of the association.
6                Penalty: a fine of $2 750.
7          (3)   The incorporated association must, upon the request of a
8                member of the association, make available the record for the
9                inspection of the member.
10               Penalty: a fine of $5 000.
11         (4)   The member may make a copy of or take an extract from the
12               record but does not have a right to remove the record for that
13               purpose.
14         (5)   A person must not use or disclose information in the record
15               maintained under subsection (2) except for a purpose --
16                 (a) that is directly connected with the affairs of the
17                      association; or
18                (b) that is related to the administration of this Act.
19               Penalty: a fine of $10 000.

20   59.         Commissioner may ask apparent office holders to provide
21               information
22         (1)   This section applies to a person if it appears to the
23               Commissioner that the person is or may be the holder of an
24               office provided for by the rules of an incorporated association.
25         (2)   The Commissioner may, by notice served on the person, require
26               the person, within the time specified in the notice, to lodge with
27               the Commissioner in writing --
28                 (a) particulars of the person's residential address; and




     page 42
                                                 Associations Incorporation Bill 2014
                                                        Management             Part 4
                 Direction by Commissioner to convene general meeting     Division 7
                                                                                 s. 60



1                    (b)   a statement showing --
2                            (i) whether or not the person holds or has held the
3                                  office specified in the Commissioner's notice;
4                                  and
5                           (ii) if the person has held the office, when the person
6                                  ceased to hold it.
7          (3)     A person must comply with any requirement made of the person
8                  by a notice under subsection (2).
9                  Penalty: a fine of $5 000.

10               Division 7 -- Direction by Commissioner to convene
11                                general meeting
12   60.           Commissioner may direct that general meeting be convened
13         (1)     In this section --
14                 relevant office holder means any person who under the rules of
15                 an incorporated association has power to convene a general
16                 meeting of the association;
17                 specified means specified in a direction given under
18                 subsection (3).
19         (2)     This section applies if the Commissioner is of the opinion
20                 that --
21                   (a) there is a dispute or matter affecting the proper conduct
22                        of the affairs of an incorporated association; and
23                   (b) the giving of a direction under this section may assist in
24                        or towards the resolution of the dispute or matter.
25         (3)     The Commissioner may in writing given to a relevant office
26                 holder of the incorporated association direct the office holder to
27                 take such steps as are required under the rules of the association
28                 to convene a general meeting of the association at a specified
29                 time or within a specified period.




                                                                              page 43
     Associations Incorporation Bill 2014
     Part 4          Management
     Division 7      Direction by Commissioner to convene general meeting
     s. 61



1          (4)   A direction under subsection (3) may also require the office
2                holder to take such steps as are reasonably required to enable
3                any specified matter to be discussed and determined at the
4                meeting or at an adjourned meeting, including the putting of any
5                specified motion for consideration at the meeting.
6          (5)   The Commissioner may in writing given to a relevant office
7                holder revoke or amend a direction given to that person under
8                subsection (3).
9          (6)   A relevant office holder to whom a direction is given under
10               subsection (3) must not, without reasonable excuse, fail to
11               comply with the direction.
12               Penalty: a fine of $5 000.

13   61.         Rights of Commissioner or a delegate at meeting
14         (1)   In this section --
15               authorised person means --
16                 (a) the Commissioner; or
17                 (b) a person authorised in writing by the Commissioner to
18                        attend a meeting as the representative of the
19                        Commissioner;
20               meeting means a meeting convened pursuant to a direction
21               under section 60 and includes an adjourned meeting.
22         (2)   An authorised person may attend a meeting and take part in the
23               consideration and discussion of the dispute or matter in relation
24               to which the direction under section 60 was given and of any
25               incidental matter.
26         (3)   An authorised person cannot vote at a meeting and is not to be
27               counted for the purpose of determining the existence of a
28               quorum.




     page 44
                                          Associations Incorporation Bill 2014
                 Financial records, reporting and accountability        Part 5
                                                    Preliminary    Division 1
                                                                          s. 62



1            Part 5 -- Financial records, reporting
2                     and accountability
3                       Division 1 -- Preliminary
4    62.   Terms used
5          In this Part --
6          accounting standards means the standards issued by the
7          Australian Accounting Standards Board, as in force for the time
8          being, and including any modifications prescribed by the
9          regulations;
10         auditing standards means the standards issued by the Auditing
11         and Assurance Standards Board, as in force for the time being,
12         and including any modifications prescribed by the regulations;
13         financial records includes --
14            (a) invoices, receipts, orders for the payment of money,
15                  bills of exchange, cheques, promissory notes and
16                  vouchers; and
17           (b) documents of prime entry; and
18            (c) working papers and other documents needed to
19                  explain --
20                    (i) the methods by which financial statements are
21                           prepared; and
22                   (ii) adjustments to be made in preparing financial
23                           statements;
24         financial report has the meaning given in section 63;
25         financial statements means the financial statements in relation
26         to an incorporated association required under Division 3;
27         tier 1 association has the meaning given in section 64(1);
28         tier 2 association has the meaning given in section 64(2);
29         tier 3 association has the meaning given in section 64(3).



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     Division 1      Preliminary
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1    63.         Financial reports of tier 2 and tier 3 associations
2          (1)   The financial report for a financial year of a tier 2 association or
3                tier 3 association consists of --
4                   (a) the financial statements for the year; and
5                  (b) the notes to the financial statements; and
6                   (c) the management committee's declaration about the
7                         statements and notes.
8          (2)   The notes to the financial statements of an incorporated
9                association are --
10                 (a) the disclosures required by the regulations; and
11                 (b) notes required by the accounting standards; and
12                 (c) any other information necessary to give a true and fair
13                       view of the financial position and performance of the
14                       association.
15         (3)   The management committee's declaration is a declaration by the
16               management committee stating --
17                (a) whether, in the management committee's opinion, there
18                     are reasonable grounds to believe that the association
19                     will be able to pay its debts as and when they become
20                     due and payable; and
21                (b) whether, in the management committee's opinion, the
22                     financial statements and notes are in accordance with
23                     this Part.
24         (4)   The management committee's declaration must --
25                (a) be made in accordance with a resolution of the
26                     management committee; and
27                (b) specify the date on which the declaration is made; and
28                (c) be signed by at least 2 members of the management
29                     committee who are authorised to do so by the
30                     management committee.



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                                                          Preliminary    Division 1
                                                                                s. 64



1    64.         Tier 1, tier 2 and tier 3 associations
2          (1)   An incorporated association is a tier 1 association in respect of
3                a financial year if --
4                  (a) for the year it has revenue of less than --
5                           (i) an amount prescribed for the purposes of this
6                                subsection; or
7                          (ii) if no amount is prescribed, $250 000;
8                        or
9                  (b) the Commissioner has declared the incorporated
10                       association to be a tier 1 association in respect of the
11                       financial year under section 65(1)(a).
12         (2)   An incorporated association is a tier 2 association in respect of
13               a financial year if --
14                 (a) for the year it is not a tier 1 association or a tier 3
15                       association; or
16                 (b) the Commissioner has declared the incorporated
17                       association to be a tier 2 association in respect of the
18                       financial year under section 65(1)(b).
19         (3)   An incorporated association is a tier 3 association in respect of
20               a financial year if for the year it has revenue of or exceeding --
21                 (a) an amount prescribed for the purposes of this
22                       subsection; or
23                 (b) if no amount is prescribed, $1 000 000.
24         (4)   Revenue is to be calculated for the purposes of this section in
25               accordance with the accounting standards in force at the
26               relevant time (even if the standards do not otherwise apply to
27               the financial year of the incorporated association concerned).




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     Division 2      Financial records
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1    65.         Commissioner may declare association to be tier 1 or tier 2
2                association
3          (1)   On application by an incorporated association, the
4                Commissioner may, in writing, in respect of a financial year
5                declare the incorporated association to be --
6                  (a) a tier 1 association; or
7                  (b) a tier 2 association.
8          (2)   The Commissioner may make a declaration under subsection (1)
9                only if the Commissioner is satisfied that unusual and
10               non-recurring circumstances warrant the making of the
11               declaration.
12         (3)   An application by an incorporated association to the
13               Commissioner for a declaration under subsection (1) in respect
14               of a financial year must be made within 3 months after the end
15               of the financial year.

16                         Division 2 -- Financial records
17   66.         Obligation to keep financial records
18               An incorporated association must keep financial records that --
19                 (a) correctly record and explain its transactions and
20                      financial position and performance; and
21                (b) enable true and fair financial statements to be prepared
22                      in accordance with Division 3.
23               Penalty: a fine of $2 750.

24   67.         Retention of financial records
25               An incorporated association must retain its financial records for
26               at least 7 years after the transactions covered by the records are
27               completed.
28               Penalty: a fine of $2 750.




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                                    Financial statements and reports     Division 3
                                                                                s. 68



1                 Division 3 -- Financial statements and reports
2                         Subdivision 1 -- Tier 1 associations

3    68.         Obligation to prepare annual financial statements
4          (1)   Within 6 months after the end of each financial year, a tier 1
5                association in respect of the financial year must prepare
6                financial statements that give a true and fair view of the
7                financial position and performance of the association.
8                Penalty: a fine of $2 750.
9          (2)   For the purposes of subsection (1) --
10                (a) a tier 1 association that uses the cash basis of accounting
11                       may prepare --
12                          (i) a statement of receipts and payments for the
13                              financial year; and
14                         (ii) a reconciled statement of bank account balances
15                              as at the end of the financial year; and
16                        (iii) a statement of assets and liabilities as at the end
17                              of the financial year;
18                       and
19                (b) a tier 1 association that uses the accrual basis of
20                       accounting may prepare --
21                          (i) a statement of income and expenditure for the
22                              financial year; and
23                         (ii) a balance sheet.

24   69.         Review or audit of financial statements
25         (1)   A tier 1 association in respect of a financial year must ensure
26               that its financial statements for the financial year are reviewed
27               or audited in accordance with Divisions 5, 6 and 7 before being
28               submitted to the annual general meeting of the association if --
29                 (a) a majority of the members present at a general meeting
30                        of the association pass a resolution to that effect; or

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     Division 3      Financial statements and reports
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1                 (b) the association is directed by the Commissioner to do so.
2                Penalty: a fine of $2 750.
3          (2)   A resolution or direction under subsection (1) must specify
4                whether the financial statements are to be reviewed or audited.

5    70.         Financial reporting to annual general meeting and
6                Commissioner
7          (1)   This section applies to an incorporated association that is a tier 1
8                association in respect of its last financial year.
9          (2)   At the annual general meeting of an incorporated association, if
10               section 69(1)(a) or (b) does not apply in respect of its last
11               financial year, the association must present for consideration the
12               financial statements of the association for that financial year.
13               Penalty: a fine of $5 500.
14         (3)   At the annual general meeting of an incorporated association to
15               which section 69(1)(a) or (b) applies in respect of its last
16               financial year, the association must present for consideration --
17                 (a) the financial statements of the association for that
18                       financial year reviewed or audited as required under
19                       section 69; and
20                 (b) a copy of the report of the review or the auditor's report,
21                       as the case requires, on those financial statements.
22               Penalty: a fine of $5 500.
23         (4)   If section 69(1)(b) applies to an incorporated association in
24               respect of its last financial year, the association must give to the
25               Commissioner as soon as is practicable after receiving them --
26                  (a) the financial statements of the association for that
27                        financial year reviewed or audited as required under
28                        section 69; and
29                 (b) a copy of the report of the review or the auditor's report,
30                        as the case requires, on those financial statements.
31               Penalty: a fine of $5 500.

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                                    Financial statements and reports     Division 3
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1                         Subdivision 2 -- Tier 2 associations

2    71.         Obligation to prepare annual financial report
3          (1)   Within 6 months after the end of each financial year, a
4                tier 2 association in respect of the financial year must prepare a
5                financial report for the financial year that complies with
6                subsection (2).
7                Penalty: a fine of $2 750.
8          (2)   The financial statements for the year and the notes to the
9                financial statements that are included in the financial report
10               must --
11                 (a) give a true and fair view of the financial position and
12                       performance of the association; and
13                 (b) comply with the accounting standards.

14   72.         Review or audit of financial reports
15         (1)   A tier 2 association in respect of a financial year must ensure
16               that its financial report for the year is reviewed in accordance
17               with Divisions 5, 6 and 7.
18               Penalty: a fine of $2 750.
19         (2)   Subsection (1) does not apply if the tier 2 association is required
20               under subsection (3) to have the financial report audited.
21         (3)   A tier 2 association in respect of a financial year must ensure
22               that its financial report for the year is audited in accordance with
23               Divisions 5, 6 and 7 if --
24                 (a) a majority of the members present at a general meeting
25                        of the association make a resolution to that effect; or
26                 (b) the association is directed by the Commissioner to do so.
27               Penalty: a fine of $2 750.




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     Division 3      Financial statements and reports
     s. 73



1    73.         Financial reporting to annual general meeting and
2                Commissioner
3          (1)   This section applies to an incorporated association that is a tier 2
4                association in respect of its last financial year.
5          (2)   At the annual general meeting of an incorporated association to
6                which section 72(3)(a) or (b) does not apply in respect of its last
7                financial year, the association must present for consideration --
8                  (a) the financial report of the association for that financial
9                        year reviewed as required under section 72(1); and
10                 (b) a copy of the report of the review of the financial report.
11               Penalty: a fine of $5 500.
12         (3)   At the annual general meeting of an incorporated association to
13               which section 72(3)(a) or (b) applies in respect of its last
14               financial year, the association must present for consideration --
15                 (a) the financial report of the association for that financial
16                       year audited as required under section 72(3); and
17                 (b) a copy of the auditor's report on the financial report.
18               Penalty: a fine of $5 500.
19         (4)   If section 72(3)(b) applies to an incorporated association in
20               respect of its last financial year, the association must give to the
21               Commissioner as soon as is practicable after receiving them --
22                  (a) the financial report of the association for that financial
23                        year audited as required under section 72(3); and
24                 (b) a copy of the auditor's report on the financial report.
25               Penalty: a fine of $5 500.

26                        Subdivision 3 -- Tier 3 associations

27   74.         Obligation to prepare annual financial report
28         (1)   Within 6 months after the end of each financial year, a tier 3
29               association in respect of the financial year must prepare a


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                                                          Special audit   Division 4
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1                financial report for the financial year that complies with
2                subsection (2).
3                Penalty: a fine of $2 750.
4          (2)   The financial statements for the year and the notes to the
5                financial statements that are included in the financial report
6                must --
7                  (a) give a true and fair view of the financial position and
8                        performance of the association; and
9                  (b) comply with the accounting standards.

10   75.         Audit of financial report
11               A tier 3 association in respect of a financial year must ensure
12               that its financial report for the year is audited in accordance with
13               Divisions 5, 6 and 7.
14               Penalty: a fine of $2 750.

15   76.         Financial reporting to annual general meeting
16               At the annual general meeting of an incorporated association
17               that is a tier 3 association in respect of its last financial year, the
18               association must present for consideration --
19                 (a) the financial report of the association for that financial
20                        year audited as required under section 75; and
21                 (b) a copy of the auditor's report on the financial report.
22               Penalty: a fine of $5 500.

23                            Division 4 -- Special audit
24   77.         Commissioner may require special audit to be carried out
25         (1)   The Commissioner may direct an incorporated association to
26               cause --
27                 (a) the whole or any specified part of the association's
28                      financial records to be audited; and



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     Division 5      Reviews and audits
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1                 (b)    an auditor's report to be lodged with the Commissioner,
2                within the time specified in the direction.
3          (2)   The direction may be given regardless of whether the financial
4                records have previously been audited.
5          (3)   An incorporated association to which the direction is given must
6                ensure that the direction is complied with.
7                Penalty: a fine of $2 750.
8          (4)   An auditor's report under this section must state whether the
9                incorporated association's financial records --
10                 (a) have been properly kept; and
11                 (b) give a true and fair view of the association's affairs.

12                        Division 5 -- Reviews and audits
13   78.         Review or audit to be conducted in accordance with auditing
14               standards
15               A reviewer or auditor must conduct a review or audit under this
16               Part in accordance with the auditing standards.
17               Penalty: a fine of $5 500.

18   79.         Working papers to be retained for 7 years
19               A reviewer or auditor who conducts a review or audit under this
20               Part must retain all working papers prepared by or for, or
21               considered or used by, the reviewer or auditor in accordance
22               with the requirements of the auditing standards for at least
23               7 years after the date of the report prepared in relation to the
24               review or audit.
25               Penalty: a fine of $5 500.
26   80.         Reviewer's or auditor's independence declaration
27         (1)   A reviewer or auditor who conducts a review or audit of
28               financial statements or a financial report of an incorporated
29               association under Division 3 must give the management

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                                                  Reviews and audits     Division 5
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1                committee of the association with the report of the review or
2                audit --
3                  (a) a written declaration that, to the best of the reviewer's or
4                       auditor's belief, there have been no contraventions of
5                       any applicable code of professional conduct in relation
6                       to the review or audit; or
7                  (b) a written declaration that, to the best of the reviewer's or
8                       auditor's belief, the only contraventions of any
9                       applicable code of professional conduct in relation to the
10                      review or audit are those contraventions details of which
11                      are set out in the declaration.
12               Penalty: a fine of $5 500.
13         (2)   The declaration must be signed by the reviewer or auditor.
14         (3)   The reviewer or auditor is not excused from giving a declaration
15               under this section on the ground that giving the declaration
16               might tend to incriminate the reviewer or auditor or expose the
17               reviewer or auditor to a penalty.
18         (4)   However, neither --
19                (a) the information included in the declaration; nor
20                (b) any information, document or thing obtained as a direct
21                    or indirect consequence of including the information in
22                    the declaration,
23               is admissible in evidence against the reviewer or auditor in any
24               criminal proceedings, or in any proceedings that would expose
25               the reviewer or auditor to a penalty.

26   81.         Reviewer's report on financial statements or financial
27               report
28               A reviewer must include in the reviewer's report on financial
29               statements or a financial report of an incorporated
30               association --
31                 (a) a statement as to whether the reviewer became aware of
32                       any matter that causes the reviewer to believe that the


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     Division 5      Reviews and audits
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1                       financial statements do not, or the financial report does
2                       not, satisfy the requirements of Division 3; and
3                 (b) a description of any matter that causes the reviewer to
4                       believe that the financial statements do not, or the
5                       financial report does not, satisfy the requirements of
6                       Division 3; and
7                  (c) a statement as to why that matter causes the reviewer to
8                       so believe.
9                Penalty: a fine of $5 500.
10   82.         Auditor's opinion and report on financial statements or
11               financial report
12         (1)   An auditor who conducts an audit of financial statements or a
13               financial report of an incorporated association under this Part
14               must form an opinion about the following --
15                 (a) whether the financial statements satisfy, or the financial
16                       report satisfies, the requirements of this Part;
17                 (b) whether the auditor has been given all information,
18                       explanations and assistance necessary for the conduct of
19                       the audit;
20                 (c) whether the association has kept financial records
21                       sufficient to enable financial statements or a financial
22                       report to be prepared and audited;
23                 (d) whether the association has kept other records as
24                       required by this Part.
25         (2)   An auditor who audits the financial statements or the financial
26               report of an incorporated association must report to the
27               members of the association in accordance with subsection (3).
28               Penalty: a fine of $5 500.




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                                            Reviews and audits     Division 5
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1    (3)   The auditor's report must --
2           (a) include a statement as to --
3                   (i) whether the auditor is of the opinion that the
4                         financial statements are, or the financial report is,
5                         in accordance with this Part; and
6                  (ii) if not of that opinion, why not;
7                 and
8           (b) describe --
9                   (i) any defect or irregularity in the financial
10                        statements or the financial report; and
11                 (ii) any deficiency, failure or shortcoming in respect
12                        of the matters referred to in subsection (1)(b), (c)
13                        or (d);
14                and
15          (c) include any statements or disclosures required by the
16                auditing standards; and
17          (d) specify the date on which it is made.
18   (4)   If the auditor is of the opinion that the financial statements have
19         not, or the financial report has not, been prepared in accordance
20         with this Part, the auditor's report must --
21            (a) to the extent that it is practicable to do so, quantify the
22                  effect that non-compliance has on the financial
23                  statements or financial report; and
24           (b) if it is not practicable to quantify the effect fully, say
25                  why.




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     Associations Incorporation Bill 2014
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     Division 5      Reviews and audits
     s. 83



1    83.         Reporting breaches of Act to Commissioner
2          (1)   If --
3                   (a)   a reviewer or auditor conducting a review or audit of the
4                         financial statements or the financial report of an
5                         incorporated association under this Part is aware of
6                         circumstances that --
7                            (i) the reviewer or auditor has reasonable grounds to
8                                 suspect amount to a contravention of this Part; or
9                           (ii) amount to an attempt, in relation to the review or
10                                audit, by any person to unduly influence, coerce,
11                                manipulate or mislead a person involved in the
12                                conduct of the review or audit; or
13                         (iii) amount to an attempt, by any person, to
14                                otherwise interfere with the proper conduct of
15                                the review or audit;
16                        and
17                 (b)    if paragraph (a)(i) applies --
18                           (i) the contravention is a significant one; or
19                          (ii) if the contravention is not a significant one and
20                                the reviewer or auditor believes that the
21                                contravention has not been or will not be
22                                adequately dealt with by commenting on it in the
23                                reviewer's or auditor's report or bringing it to the
24                                attention of the management committee of the
25                                incorporated association,
26               the reviewer or auditor must notify the Commissioner in writing
27               of those circumstances as soon as practicable, and in any case
28               within 28 days, after the auditor becomes aware of those
29               circumstances.
30               Penalty: a fine of $5 500.




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                 Provisions relating to reviewers and auditors generally   Division 6
                                                                                  s. 84



1          (2)    In determining for the purposes of subsection (1) whether a
2                 contravention of this Act is a significant contravention, regard
3                 must be had to the following --
4                   (a) the level of penalty provided for in relation to the
5                         contravention;
6                   (b) the effect that the contravention has, or may have, on the
7                         following --
8                            (i) the overall financial position of the incorporated
9                                association;
10                          (ii) the adequacy of the information available about
11                               the overall financial position of the incorporated
12                               association;
13                         (iii) any other relevant matter.

14               Division 6 -- Provisions relating to reviewers and
15                              auditors generally
16   84.          Fees and expenses
17                The reasonable fees and expenses of a reviewer or auditor of an
18                incorporated association are payable by the association.

19   85.          Information and assistance
20         (1)    An officer of an incorporated association must allow a reviewer
21                or auditor of the association access at all reasonable times to the
22                books of the association.
23                Penalty: a fine of $2 750.
24         (2)    A reviewer or auditor of an incorporated association may
25                require an officer of the association to give the reviewer or
26                auditor information, explanations or other assistance for the
27                purposes of the review or audit.
28         (3)    A requirement under subsection (2) must be a reasonable one.




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     Division 7      Appointment and removal of reviewers and auditors
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1          (4)     An officer of an incorporated association must comply with a
2                  requirement under subsection (2).
3                  Penalty: a fine of $2 750.

4    86.           Right to attend general meeting and be heard
5          (1)     A reviewer or auditor of an incorporated association, or an agent
6                  of a reviewer or auditor authorised by the reviewer or auditor in
7                  writing for the purpose, is entitled --
8                    (a) to receive all notices of and other communications
9                          relating to any general meeting of the association that a
10                         member is entitled to receive; and
11                   (b) to attend any general meeting of the association; and
12                   (c) to be heard at any general meeting that the reviewer or
13                         auditor attends on any part of the business of the
14                         meeting that concerns the functions of the reviewer or
15                         auditor under this Part.
16         (2)     Subsection (1) applies despite the fact that the reviewer or
17                 auditor retires at the meeting or a resolution to remove the
18                 reviewer or auditor from office is passed at the meeting.
19         (3)     An incorporated association must ensure that a reviewer or
20                 auditor is afforded the rights conferred by this section.
21                 Penalty: a fine of $2 750.

22               Division 7 -- Appointment and removal of reviewers
23                                 and auditors
24   87.           Appointment of reviewer or auditor
25         (1)     Except as provided in subsection (2), a reviewer or auditor, as
26                 the case requires, for an incorporated association may only be
27                 appointed by resolution of the members of the association at a
28                 general meeting.




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            Appointment and removal of reviewers and auditors      Division 7
                                                                          s. 87




1    (2)   The management committee of the incorporated association
2          may appoint a reviewer or auditor, as the case requires, if --
3           (a) under this Part the management committee of an
4                incorporated association is required to ensure that its
5                financial statements for a year are reviewed or audited;
6                and
7           (b) no appointment is of effect under subsection (1) for the
8                association.
9    (3)   A reviewer or auditor of an incorporated association appointed
10         at a general meeting holds office until the reviewer or auditor --
11           (a) dies; or
12           (b) becomes an insolvent under administration as that term
13                 is defined in the Corporations Act; or
14           (c) ceases to be qualified for appointment as provided by
15                 section 88(2); or
16           (d) is removed from office under section 89; or
17           (e) resigns from office under subsection (5).
18   (4)   A reviewer or auditor appointed under subsection (2) holds
19         office until the report of the review or the auditor's report, as the
20         case requires, has been presented for consideration at the annual
21         general meeting of the incorporated association.
22   (5)   A reviewer or auditor of an incorporated association may, by
23         notice in writing given to the association, resign as reviewer or
24         auditor of the association.
25   (6)   An incorporated association must, within 14 days after being
26         given a notice of resignation by a reviewer or auditor, lodge
27         with the Commissioner notice of the resignation in the approved
28         form.
29         Penalty: a fine of $1 000.




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1    88.         Qualifications for appointment
2          (1)   An incorporated association or management committee must not
3                appoint a person as the reviewer or auditor for the association if
4                the person is not qualified for appointment.
5          (2)   A person is qualified for appointment as a reviewer or auditor if
6                the person is --
7                  (a) a member of a professional accounting body who has a
8                        designation in respect of that membership that is
9                        prescribed by the regulations for the purposes of this
10                       paragraph; or
11                 (b) a registered company auditor under the Corporations
12                       Act; or
13                 (c) a person the Commissioner considers has appropriate
14                       qualifications or experience and approves for the
15                       purposes of this section.

16   89.         Removal of reviewer or auditor by resolution
17         (1)   A reviewer or auditor of an incorporated association may be
18               removed from office by resolution at a general meeting of the
19               association in accordance with this section but not otherwise.
20         (2)   Written notice of an intention to move a resolution referred to in
21               subsection (1) must be given to every member of the association
22               at least 2 months before the general meeting is to be held.
23         (3)   The notice must state in full the proposed resolution.
24         (4)   As soon as possible after being given the notice of the
25               resolution, the committee of management of the association
26               must --
27                 (a) give a copy of the notice to the reviewer or auditor; and
28                 (b) lodge a copy of the notice with the Commissioner.
29               Penalty: a fine of $1 000.




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                  Appointment and removal of reviewers and auditors      Division 7
                                                                                s. 90



1    90.         Reviewer or auditor may make representations
2          (1)   A reviewer or auditor of an incorporated association who
3                receives a notice from the association under section 89(4)(a)
4                may, within 30 days after receiving the notice, make a written
5                representation, not exceeding a reasonable length, to the
6                management committee of the incorporated association.
7          (2)   Subject to section 91, if the reviewer or auditor makes a
8                representation under subsection (1), a resolution proposing the
9                reviewer's or auditor's removal is of no effect unless --
10                 (a) the management committee gives a copy of the
11                      representation to all members of the association at least
12                      7 days before the meeting at which the resolution is to
13                      be considered; and
14                 (b) the reviewer or auditor is allowed to attend the meeting
15                      and address the members present before the vote on the
16                      resolution.
17         (3)   A document required to be given to a member of an
18               incorporated association under this section may be given --
19                 (a) personally; or
20                 (b) by post; or
21                 (c) by any other means authorised under the rules of the
22                      association.
23         (4)   All costs associated with giving a document to the members of
24               an incorporated association under this section are to be borne by
25               the association.

26   91.         Exemption from section 90(2) requirements
27         (1)   An incorporated association may lodge with the Commissioner
28               an application for an order exempting the association from the
29               requirements of section 90(2).
30         (2)   The application must --
31                (a) be in writing; and

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    Part 5          Financial records, reporting and accountability
    Division 7      Appointment and removal of reviewers and auditors
    s. 91



1              (b)   state the reasons for the exemption; and
2              (c)   be accompanied by the prescribed fee, if any.
3      (3)    The Commissioner may make the order subject to any
4             conditions the Commissioner considers appropriate.




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                                               Associations Incorporation Bill 2014
                                            Transfer of incorporation        Part 6

                                                                                s. 92



1                    Part 6 -- Transfer of incorporation
2    92.         Term used: prescribed body corporate
3                In this Part --
4                prescribed body corporate means --
5                  (a) a company within the meaning of the Corporations Act
6                         that is taken to be registered in Western Australia; or
7                  (b) a co-operative within the meaning of the Co-operatives
8                         Act 2009; or
9                  (c) an entity that --
10                           (i) is a body corporate under another
11                                 Commonwealth Act or a written law other than
12                                 this Act; and
13                          (ii) is prescribed for the purposes of this definition.

14   93.         Incorporated association may apply for approval of
15               registration or incorporation under another law
16         (1)   An incorporated association may by special resolution decide to
17               apply for registration or incorporation as a prescribed body
18               corporate and, subject to this section, the association is
19               authorised to give effect to that decision.
20         (2)   An incorporated association cannot lodge an application for
21               registration or incorporation unless the Commissioner has, on
22               application made to the Commissioner by the association,
23               approved --
24                 (a) the application being lodged; and
25                 (b) the doing of the things that are reasonably necessary to
26                       obtain the registration or incorporation.
27         (3)   An application lodged with the Commissioner under
28               subsection (2) must --
29                 (a) be made in the approved form; and



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     Part 6          Transfer of incorporation

     s. 94



1                 (b)   include a copy of the special resolution referred to in
2                       subsection (1); and
3                 (c)   include any information required by the regulations; and
4                 (d)   specify the period within which the application for
5                       registration or incorporation is expected to be made; and
6                 (e)   be accompanied by the fee prescribed.

7    94.         Approval of Commissioner
8          (1)   The Commissioner must approve an application for registration
9                or incorporation being lodged if satisfied that the continued
10               incorporation of the association under this Act would for any
11               reason be inappropriate, including --
12                 (a) on account of the incorporated association having, in the
13                       opinion of the Commissioner, ceased to be eligible to be
14                       incorporated under this Act; or
15                 (b) because any prescribed circumstances exist.
16         (2)   The Commissioner may approve an application for registration
17               or incorporation being lodged if, in the opinion of the
18               Commissioner, it would be more appropriate for the activities of
19               the incorporated association that lodged the application to be
20               carried on by a body corporate registered or incorporated under
21               some other law.
22         (3)   The grounds on which the Commissioner may form an opinion
23               for the purposes of subsection (2) include the following --
24                 (a) the scale or nature of the activities of the incorporated
25                       association;
26                 (b) the value or nature of the property of the incorporated
27                       association;
28                 (c) the extent or nature of the dealings the incorporated
29                       association has with the public;
30                 (d) any other matter the Commissioner considers relevant.




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                                           Transfer of incorporation        Part 6

                                                                             s. 95



1          (4)   An incorporated association must act in accordance with the
2                terms and conditions of the Commissioner's approval --
3                  (a) in making an application for registration or
4                       incorporation; and
5                  (b) in doing the things that are reasonably necessary to
6                       obtain it.

7    95.         Commissioner may direct incorporated association to apply
8                for other registration or incorporation
9          (1)   This section applies if --
10                (a) the Commissioner is satisfied that the continued
11                      incorporation of an association under this Act would for
12                      any reason be inappropriate, including --
13                         (i) on account of the incorporated association
14                              having, in the opinion of the Commissioner,
15                              ceased to be eligible to be incorporated under
16                              this Act; or
17                        (ii) because any prescribed circumstances exist;
18                      or
19                (b) in the opinion of the Commissioner, it would be more
20                      appropriate for the activities of the incorporated
21                      association that lodged the application to be carried on
22                      by a body corporate registered or incorporated under
23                      some other law.
24         (2)   The grounds on which the Commissioner may form an opinion
25               for the purposes of subsection (1)(b) include the following --
26                 (a) the scale or nature of the activities of the incorporated
27                       association;
28                 (b) the value or nature of the property of the incorporated
29                       association;
30                 (c) the extent or nature of the dealings the incorporated
31                       association has with the public;
32                 (d) any other matter the Commissioner considers relevant.

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     Part 6          Transfer of incorporation

     s. 96



1          (3)   The Commissioner may in writing direct the incorporated
2                association to apply for, and do all things that are reasonably
3                necessary to obtain, registration or incorporation as a prescribed
4                body corporate.
5          (4)   A direction under subsection (3) --
6                 (a) must specify the period within which the application
7                       must be made; and
8                 (b) may specify any terms and conditions that are to be
9                       observed in making the application for registration or
10                      incorporation or doing the things that are reasonably
11                      necessary to obtain it.
12         (5)   The Commissioner may, by notice in writing to the incorporated
13               association --
14                 (a) from time to time extend the period referred to in
15                       subsection (4)(a); or
16                 (b) revoke or amend a direction given under subsection (3).

17   96.         Commissioner must give notice of intention to give direction
18         (1)   Before the Commissioner gives a direction to an incorporated
19               association under section 95(3) or notice of an amendment
20               under section 95(5)(b), the Commissioner must give notice in
21               writing to the association stating --
22                 (a) the Commissioner's intention to give the direction or
23                       make the amendment; and
24                 (b) the grounds on which the Commissioner is proposing to
25                       act; and
26                 (c) that written submissions on the proposed direction or
27                       amendment may be made to the Commissioner within a
28                       specified period.
29         (2)   The period specified under subsection (1)(c) must not be less
30               than 90 days after the notice is given but the Commissioner
31               may, on application made by the association, extend the
32               specified period for a further period not exceeding 90 days.

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                                            Transfer of incorporation        Part 6

                                                                              s. 97



1          (3)   Before the Commissioner gives or amends a direction to an
2                incorporated association under section 95, the Commissioner
3                must have regard to any submission made by the association in
4                accordance with the notice.

5    97.         SAT review of proposed direction or amendment
6          (1)   An incorporated association to which a notice is given under
7                section 96 may, not later than the end of the period specified
8                under section 96(1)(c) or any extension of that period, apply to
9                the State Administrative Tribunal for a review of the proposed
10               direction or amendment.
11         (2)   If an application is so made, the Commissioner cannot give the
12               direction or make the amendment unless --
13                 (a)   the application results in the Commissioner's proposed
14                       action being confirmed; or
15                (b)    the application is dismissed or struck out.

16   98.         Association must comply with section 95 direction
17         (1)   Subject to section 97(2), an incorporated association must
18               comply with a direction given to the association under
19               section 95(3) or a direction as amended under section 95(5)(b).
20         (2)   A contract to which an incorporated association is a party is not
21               illegal, void or unenforceable by reason only of a failure by the
22               association to comply with a direction or notice under
23               section 95.

24   99.         Cancellation of incorporation under this Act
25         (1)   The registration or incorporation of an incorporated association
26               as a prescribed body corporate automatically cancels the
27               incorporation of the association under this Act.
28         (2)   If an incorporated association becomes registered or
29               incorporated as a prescribed body corporate, the body must



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     Associations Incorporation Bill 2014
     Part 6          Transfer of incorporation

     s. 100



1              notify the Commissioner in writing of the registration or
2              incorporation within 14 days after it occurs.
3              Penalty: a fine of $5 000.

4    100.      Transition to incorporation under another law
5       (1)    In this section, a reference to a transfer of incorporation by an
6              incorporated association is a reference to an incorporated
7              association becoming registered or incorporated as a prescribed
8              body corporate (the body corporate).
9       (2)    The transfer of incorporation by an incorporated association
10             does not affect --
11               (a) the identity of the association, which is to be taken to be
12                    the same body before and after the transfer of
13                    incorporation; or
14              (b) any act, matter or thing done or omitted to be done, or
15                    any circumstance subsisting, before the transfer to the
16                    extent that the act, matter, thing, omission or
17                    circumstance has any relevance to the association after
18                    the transfer.
19      (3)    Without limiting subsection (2) --
20              (a) proceedings by or against an incorporated association
21                   subsisting immediately before the transfer of
22                   incorporation may be continued by or against the body
23                   corporate in the name of the incorporated association;
24                   and
25              (b) proceedings that might have been brought by or against
26                   an incorporated association immediately before the
27                   transfer of incorporation may be commenced by or
28                   against the body corporate.
29      (4)    Without limiting subsection (2), a transfer of incorporation does
30             not affect --
31               (a) any obligation or liability incurred under this Act; or



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                                     Transfer of incorporation        Part 6

                                                                      s. 100



1           (b)   any penalty or forfeiture incurred in respect of any
2                 offence committed against this Act; or
3           (c)   any investigation, proceeding or remedy in respect of
4                 any such obligation, liability, penalty or forfeiture.
5    (5)   Any such investigation, proceeding or remedy may be
6          instituted, continued or enforced, and any such penalty or
7          forfeiture may be imposed, as if the body corporate were an
8          incorporated association.
9    (6)   This section has effect in relation to a matter concerning an
10         incorporated association that is registered as a company under
11         the Corporations Act only to the extent that the matter is not
12         dealt with by that Act.




                                                                    page 71
     Associations Incorporation Bill 2014
     Part 7          Amalgamation

     s. 101



1                         Part 7 -- Amalgamation
2    101.      Term used: new body
3              In this Part --
4              new body has the meaning given in section 102(1).

5    102.      Application for incorporation of body formed by
6              amalgamation
7       (1)    An application may be lodged with the Commissioner in the
8              approved form for the incorporation of an association (the new
9              body) that is an amalgamation of 2 or more existing
10             incorporated associations.
11      (2)    The application must be made by a person duly authorised to do
12             so by each of the existing associations.
13      (3)    An application cannot be made if the proposed amalgamation is
14             inconsistent with the rules of any of the existing associations.
15      (4)    An application cannot be made unless --
16              (a) the terms of amalgamation; and
17              (b) the name and the objects or purposes of the new body;
18                    and
19              (c) the rules of the new body,
20             have been approved by a special resolution of each of the
21             existing incorporated associations concerned.

22   103.      What must be included in application
23      (1)    An application under section 102 must contain --
24              (a) copies of the special resolutions referred to in
25                    section 102(4); and
26              (b) a statement signed by a member of the management
27                    committee of each incorporated association concerned
28                    that the special resolution of that association was passed
29                    in accordance with this Act; and

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                                                  Amalgamation            Part 7

                                                                           s. 104



1               (c)   the same information in relation to the new body as is
2                     required to be provided in relation to an association
3                     under section 7; and
4              (d)    any other information prescribed for the purposes of this
5                     subsection.
6       (2)   Sections 7(2), (3), (4) and (5), 23, 24 and 25 apply in respect of
7             a new body, with all necessary changes, and any reference in
8             those sections to an application for incorporation includes a
9             reference to an application under section 102.

10   104.     Commissioner may require public notice of application
11      (1)   The Commissioner may in writing require an applicant under
12            section 102 to give public notice of the application in either or
13            both of the following ways --
14              (a) by advertisement in a manner determined by the
15                    Commissioner;
16              (b) in some other way that the Commissioner thinks
17                    appropriate.
18      (2)   For the purposes of section 105, the applicant must include in
19            the public notice a statement in wording approved by the
20            Commissioner showing --
21              (a) that a written request, including the reasons for the
22                    request, may be given to the Commissioner by any
23                    person under that section; and
24              (b) the period within which any request must be received by
25                    the Commissioner.

26   105.     Request for refusal of incorporation of new body
27      (1)   Where public notice is given under section 104, any person
28            may, in accordance with the terms of the notice, request the
29            Commissioner to decline to incorporate the new body under
30            section 106.
31      (2)   A request under subsection (1) must include the reasons for the
32            request.

                                                                         page 73
     Associations Incorporation Bill 2014
     Part 7          Amalgamation

     s. 106



1    106.      Incorporation of new body
2       (1)    If on application duly made the Commissioner is satisfied that
3              the requirements set out in subsection (2) have been met, the
4              Commissioner must, subject to subsection (4) and section 107,
5              incorporate the new body by the issue to it of a certificate of
6              incorporation in the approved form.
7       (2)    The requirements referred to are that --
8               (a) the special resolutions mentioned in section 102(4) have
9                     been passed; and
10              (b) the new body is eligible to be incorporated under this
11                    Act; and
12              (c) the considerations mentioned in section 11(1)(a) or (b)
13                    do not apply; and
14              (d) the name of the new body is appropriate having regard
15                    to section 12; and
16              (e) the rules of the new body comply with section 22.
17      (3)    The issue of a certificate of incorporation to the new body
18             automatically cancels the incorporation of an incorporated
19             association that is a party to the amalgamation.
20      (4)    The Commissioner must not issue a certificate of incorporation
21             to the new body unless --
22               (a) each certificate of incorporation of an incorporated
23                     association that is a party to the amalgamation has been
24                     returned to the Commissioner; or
25               (b) the Commissioner is satisfied that the certificate has
26                     been lost or destroyed.

27   107.      Time to be allowed for operation of section 105
28      (1)    The Commissioner is not to incorporate the new body until --
29              (a) the time during which any request might be made under
30                   section 105 has expired; and



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                                                 Amalgamation            Part 7

                                                                          s. 108



1              (b)   any request made under that section has been finally
2                    refused.
3       (2)   For the purposes of subsection (1) a request under section 105
4             has been finally refused if the request is refused by the
5             Commissioner and either --
6               (a) the time for making an application for review under
7                     section 170 has expired without such an application
8                     being made; or
9               (b) any application for review made under section 170 --
10                      (i) has resulted in the Commissioner's refusal being
11                            confirmed; or
12                     (ii) has been dismissed or struck out.

13   108.     Vesting of property and liabilities in new body
14            Schedule 2 has effect in relation to the new body on its
15            incorporation.




                                                                         page 75
     Associations Incorporation Bill 2014
     Part 8          Statutory management of incorporated association

     s. 109



1                  Part 8 -- Statutory management of
2                       incorporated association
3    109.      Application by Commissioner to appoint statutory manager
4       (1)    The Commissioner may apply to the State Administrative
5              Tribunal for the appointment of a statutory manager to
6              administer the affairs of an incorporated association.
7       (2)    The Commissioner must give a copy of the application to the
8              incorporated association.
9       (3)    For the purposes of the State Administrative Tribunal Act 2004
10             section 36, the incorporated association is a party to the
11             proceeding on an application under this section.

12   110.      State Administrative Tribunal may appoint statutory
13             manager
14      (1)    The State Administrative Tribunal may, on application by the
15             Commissioner under section 109, make an order appointing a
16             statutory manager to administer the affairs of an incorporated
17             association subject to the terms and conditions determined by
18             the Tribunal.
19      (2)    The State Administrative Tribunal must not appoint a statutory
20             manager unless it is of the opinion that --
21              (a) the incorporated association is not functioning
22                    effectively in accordance with its objects or purposes or
23                    this Act; and
24              (b) the appointment of a statutory manager is --
25                       (i) likely to improve the functioning of the
26                            incorporated association; and
27                      (ii) in the best interests of the association.




     page 76
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                Statutory management of incorporated association         Part 8

                                                                         s. 111



1    111.     Effect of appointment of statutory manager
2       (1)   On the appointment of a statutory manager of an incorporated
3             association --
4               (a) the members of the management committee of the
5                     association are suspended from office; and
6               (b) the statutory manager has the functions of the
7                     management committee, including the committee's
8                     powers of delegation.
9       (2)   Except as provided by section 114, a member of the
10            management committee of an incorporated association cannot
11            be appointed or elected so long as a statutory manager is in
12            office in respect of the association.

13   112.     Variation and revocation of order
14      (1)   In this section --
15            other persons means --
16              (a) if an application is made under this section by the
17                     Commissioner -- the incorporated association and the
18                     statutory manager;
19              (b) if an application is made under this section by the
20                     incorporated association -- the Commissioner and the
21                     statutory manager;
22              (c) if an application is made under this section by the
23                     statutory manager -- the Commissioner and the
24                     incorporated association.
25      (2)   The State Administrative Tribunal may, on application by the
26            Commissioner, the incorporated association or the statutory
27            manager under this section, vary or revoke an order appointing a
28            statutory manager under section 110.
29      (3)   The applicant must give a copy of the application to the other
30            persons.



                                                                       page 77
     Associations Incorporation Bill 2014
     Part 8          Statutory management of incorporated association

     s. 113



1       (4)    The State Administrative Tribunal may give any directions it
2              considers necessary or expedient for the purposes of this
3              section.
4       (5)    For the purposes of the State Administrative Tribunal Act 2004
5              section 36, the other persons are parties to the proceeding on an
6              application under this section.

7    113.      Duration of appointment
8       (1)    An appointment of a statutory manager continues in force until
9              it is revoked --
10                (a) by the State Administrative Tribunal under section 112;
11                      or
12                (b) by operation of subsection (2).
13      (2)    The appointment of a statutory manager of an incorporated
14             association is automatically revoked if any of the following
15             occurs --
16               (a) a voluntary administrator is appointed to administer the
17                     affairs of the association;
18               (b) a liquidator is appointed to carry out the winding up of
19                     the association;
20               (c) the incorporation of the association is cancelled under
21                     section 99(1) or 106(3);
22               (d) the Commissioner cancels the incorporation of the
23                     association under Part 10.

24   114.      Prerequisites of revocation of appointment
25      (1)    Before revoking the appointment of a statutory manager of an
26             incorporated association, the State Administrative Tribunal
27             must --
28               (a) appoint another statutory manager of the association; or
29               (b) be satisfied that the members of the management
30                    committee of the association who were suspended under
31                    section 111(1)(a) are able to continue in office; or

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                Statutory management of incorporated association         Part 8

                                                                          s. 115



1               (c)   be satisfied that members of the management committee
2                     of the association have been elected in accordance with
3                     the rules of the association at a meeting convened by the
4                     statutory manager in accordance with those rules; or
5              (d)    be satisfied that the Commissioner has appointed
6                     members to the management committee of the
7                     association under subsection (2).
8       (2)   The Commissioner may appoint the management committee
9             members of an incorporated association for which a statutory
10            manager is appointed.
11      (3)   Members of the management committee elected or appointed in
12            accordance with this section --
13              (a) take office on the revocation of the statutory manager's
14                   appointment; and
15              (b) in the case of members appointed under subsection (2),
16                   hold office, subject to section 118, until the next annual
17                   general meeting of the association after the revocation of
18                   that appointment.

19   115.     Statutory manager to report to Commissioner
20      (1)   A statutory manager of an incorporated association --
21              (a) must report to the Commissioner on the affairs of the
22                    association as directed by the Commissioner; and
23             (b) may at any time on the statutory manager's own
24                    initiative report to the Commissioner on those affairs.
25            Penalty for an offence under subsection (1)(a): a fine of
26                 $10 000.
27      (2)   After the revocation of a statutory manager's appointment, the
28            person who held the office --
29              (a) must, as soon as is practicable, make a final report to the
30                    Commissioner on the affairs of the association; and




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     Part 8          Statutory management of incorporated association

     s. 116



1               (b)   must, give a copy of the final report to the incorporated
2                     association.
3              Penalty: a fine of $10 000.
4       (3)    The Commissioner may, after considering a report under
5              subsection (2), refer any matter back to the person for further
6              consideration and report to the Commissioner.
7       (4)    For the purposes of subsections (2) and (3) the person who held
8              the office has access to the books of the incorporated
9              association concerned whenever necessary.
10      (5)    The person must report to the Commissioner as required under
11             subsection (3).
12             Penalty for an offence under subsection (5): a fine of $10 000.
13   116.      Expenses of statutory management
14      (1)    The expenses of and incidental to the conduct of an
15             incorporated association's affairs by a statutory manager are
16             payable from the association's funds.
17      (2)    The expenses of conducting an incorporated association's
18             affairs include --
19               (a) if the statutory manager is a person who is appointed or
20                      employed under the Public Sector Management
21                      Act 1994 in the Public Sector -- the amount that the
22                      Commissioner certifies should be paid to the State as
23                      repayment of the statutory manager's remuneration; or
24               (b) if paragraph (a) does not apply -- remuneration of the
25                      statutory manager at a rate approved by the State
26                      Administrative Tribunal.
27      (3)    An amount certified under subsection (2)(a) is recoverable from
28             the incorporated association by the Commissioner in a court of
29             competent jurisdiction as a debt due to the State.




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                Statutory management of incorporated association         Part 8

                                                                           s. 117



1       (4)   A statutory manager has, in relation to the expenses mentioned
2             in subsection (1), the same priority on the winding up of an
3             incorporated association as a liquidator of the association.

4    117.     Protection from liability
5       (1)   Except as provided in subsection (4), a statutory manager, or a
6             person acting at the direction of a statutory manager, is not
7             liable for any loss incurred by an incorporated association in
8             respect of the period of the statutory manager's appointment.
9       (2)   The Commissioner or the State is not liable for --
10             (a) any loss incurred by an incorporated association in
11                  respect of the period of a statutory manager's
12                  appointment; or
13             (b) any act or omission of a statutory manager or a person
14                  acting at the direction of a statutory manager.
15      (3)   Subsection (1) does not affect the duty of a statutory manager to
16            provide information to the Commissioner in respect of any loss
17            in a report under section 115.
18      (4)   A statutory manager is liable for a loss incurred by the
19            incorporated association in respect of the period of the statutory
20            manager's appointment because of the statutory manager's --
21              (a) fraud or dishonesty; or
22              (b) negligence; or
23              (c) wilful failure to comply with this Act or the rules of the
24                    association.

25   118.     Additional powers of Commissioner
26      (1)   If the Commissioner appoints members of the management
27            committee of an incorporated association under section 114, the
28            Commissioner may, by notice in writing given to the
29            association, specify --
30               (a) a period during which this section is to apply in relation
31                    to the association; and

                                                                         page 81
     Associations Incorporation Bill 2014
     Part 8          Statutory management of incorporated association

     s. 119



1               (b)    the terms and conditions on which all or any of the
2                      members of the management committee hold office; and
3                (c)   the rules that are to be the rules of the association.
4       (2)    While this section applies to an incorporated association, the
5              Commissioner may --
6               (a) from time to time remove or appoint members of the
7                     management committee; and
8               (b) from time to time alter the terms and conditions or the
9                     rules specified under subsection (1).
10      (3)    The Commissioner may, by notice in writing given to an
11             incorporated association, extend the period during which this
12             section is to apply to the association.
13      (4)    While this section applies to an incorporated association, rules
14             specified by the Commissioner under this section for the
15             association --
16               (a) are not to be altered or revoked except under this
17                     section; and
18               (b) if they are inconsistent with any other rule of the
19                     association, prevail over that other rule.
20      (5)    Section 160(2)(d) applies to a copy of rules specified by the
21             Commissioner under subsection (1) as if they had been lodged
22             with the Commissioner.

23   119.      Proceedings against association stayed
24      (1)    After a statutory manager has been appointed to administer the
25             affairs of an incorporated association, a person cannot begin or
26             continue a proceeding in a court against the association until the
27             appointment of the statutory manager is revoked except --
28               (a) with the leave of the Supreme Court; and
29               (b) if that Court grants leave, in accordance with the terms
30                      and conditions that it imposes.



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            Statutory management of incorporated association         Part 8

                                                                     s. 119



1   (2)   A person intending to apply for leave of the Supreme Court
2         under subsection (1) must give the Commissioner not less than
3         10 days' notice of that intention.
4         Penalty: a fine of $5 000.
5   (3)   On the hearing of an application under subsection (1), the
6         Commissioner may be represented and may oppose the granting
7         of the application.




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     Associations Incorporation Bill 2014
     Part 9          Administration and winding up
     Division 1      Voluntary administration and winding up
     s. 120



1              Part 9 -- Administration and winding up
2           Division 1 -- Voluntary administration and winding up
3    120.      Administration under Corporations Act
4       (1)    This section makes provision for the voluntary administration
5              under the Corporations Act of an incorporated association.
6       (2)    Subsection (3) is made for the purposes of the Corporations
7              (Ancillary Provisions) Act 2001 Part 3.
8       (3)    The administration of an incorporated association is declared to
9              be an applied Corporations legislation matter in relation to the
10             Corporations Act Part 5.3A subject to the following
11             modifications --
12               (a) the modifications to the text of that Act set out in
13                     Schedule 3;
14               (b) such other modifications (within the meaning of the
15                     Corporations (Ancillary Provisions) Act 2001 Part 3) as
16                     may be prescribed by the regulations.

17   121.      Voluntary winding up under Corporations Act
18      (1)    This section applies to an incorporated association that has
19             surplus property to be distributed on winding up.
20      (2)    An incorporated association may be wound up voluntarily if the
21             association so resolves by special resolution.
22      (3)    The voluntary winding up of an incorporated association is
23             declared to be an applied Corporations legislation matter in
24             relation to the Corporations Act Parts 5.5 and 5.6 subject to the
25             following modifications --
26               (a) the modifications to the text of that Act set out in
27                     Schedule 3;
28               (b) such other modifications (within the meaning of the
29                     Corporations (Ancillary Provisions) Act 2001 Part 3) as
30                     may be prescribed by the regulations.

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                                          Associations Incorporation Bill 2014
                                  Administration and winding up         Part 9
                                  Winding up by Supreme Court      Division 2
                                                                        s. 122



1    122.     Further application of Corporations Act
2             Any matter declared under section 120 or 121 to be an applied
3             Corporations legislation matter is, in addition, an applied
4             Corporations legislation matter in relation to the Corporations
5             Act Part 5.9 Division 3, subject to the following
6             modifications --
7              (a) the modifications to the text of that Act set out in
8                    Schedule 3; and
9              (b) such other modifications (within the meaning of the
10                   Corporations (Ancillary Provisions) Act 2001 Part 3) as
11                   may be prescribed by the regulations.

12             Division 2 -- Winding up by Supreme Court
13   123.     Grounds on which winding up may be ordered
14            An incorporated association may be wound up by the Supreme
15            Court on application made on any ground specified in
16            Schedule 4.

17   124.     By whom application may be made
18            An application to the Supreme Court for the winding up of an
19            incorporated association may be made by --
20              (a) the incorporated association; or
21              (b) a member of the incorporated association; or
22              (c) the Commissioner; or
23              (d) the Minister; or
24              (e) a creditor, in the case of an application based on the
25                   ground specified in Schedule 4 item 5.

26   125.     Application of Corporations Act
27      (1)   The winding up of an incorporated association (other than by a
28            voluntary winding up) by the Supreme Court is declared to be
29            an applied Corporations legislation matter in relation to the


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     Associations Incorporation Bill 2014
     Part 9          Administration and winding up
     Division 2      Winding up by Supreme Court
     s. 126



1              Corporations Act Part 5.7, subject to the following
2              modifications --
3               (a) the modifications to the text of that Act set out in
4                     Schedule 3; and
5               (b) the provisions of Part 5.7 of that Act are to be read as if
6                     they extended to the winding up of the affairs of an
7                     incorporated association in the State; and
8               (c) such other modifications (within the meaning of the
9                     Corporations (Ancillary Provisions) Act 2001 Part 3) as
10                    may be prescribed by the regulations.
11      (2)    Any matter declared under this section to be an applied
12             Corporations legislation matter is, in addition, an applied
13             Corporations legislation matter in relation to the Corporations
14             Act Part 5.9 Division 3, subject to the following
15             modifications --
16              (a) the modifications to the text of that Act set out in
17                    Schedule 3;
18              (b) such other modifications (within the meaning of the
19                    Corporations (Ancillary Provisions) Act 2001 Part 3) as
20                    may be prescribed by the regulations.

21   126.      Cancellation of incorporation upon winding up by Supreme
22             Court
23      (1)    When the Commissioner is satisfied that the winding up of an
24             incorporated association under this Division has been completed
25             the Commissioner must, in writing, cancel the incorporation of
26             the association with effect on and from a day that the
27             Commissioner considers appropriate and specifies.
28      (2)    The Commissioner may cause notice of a cancellation under
29             subsection (1) to be published in the Gazette if the
30             Commissioner considers that public notification of the
31             cancellation is desirable.




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                                            Associations Incorporation Bill 2014
                                   Administration and winding up          Part 9
                               Offence related to incurring of debt  Division 3
                                                                          s. 127



1             Division 3 -- Offence related to incurring of debt
2    127.     Duties of management committee members with respect to
3             incurring of debt
4       (1)   If an incorporated association incurs a debt and --
5                (a) the association is insolvent at the time the debt is
6                     incurred or becomes insolvent by incurring that debt, or
7                     by incurring at that time debts including that debt; and
8               (b) immediately before the debt is incurred --
9                        (i) there are reasonable grounds to expect that the
10                           association is insolvent; or
11                      (ii) there are reasonable grounds to expect that, if the
12                           association incurs the debt, the association will
13                           become insolvent,
14            any person who was a member of the management committee of
15            the association at the time the debt was incurred commits an
16            offence.
17            Penalty: a fine of $5 000.
18      (2)   In any proceedings against a person under subsection (1) it is a
19            defence if the accused proves that, at the time the debt was
20            incurred, the accused had reasonable grounds to expect, and did
21            expect, that the incorporated association was solvent at that time
22            and would remain solvent even if it incurred that debt and any
23            other debts that it incurred at that time.
24      (3)   Without limiting subsection (2), in any proceedings against a
25            person under subsection (1) it is a defence if the accused proves
26            that, at the time the debt was incurred, the accused --
27              (a) had reasonable grounds to believe and did believe --
28                       (i) that a competent and reliable person (the other
29                             person) was responsible for providing to the
30                             accused adequate information about whether the
31                             association was solvent; and


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     Associations Incorporation Bill 2014
     Part 9          Administration and winding up
     Division 3      Offence related to incurring of debt
     s. 127



1                       (ii)   that the other person was fulfilling that
2                              responsibility;
3                      and
4               (b)    expected, on the basis of information provided to the
5                      accused by the other person, that the incorporated
6                      association was solvent at that time and would remain
7                      solvent even if it incurred that debt and any other debts
8                      that it incurred at that time.
9       (4)    In any proceedings against a person under subsection (1) it is a
10             defence if the accused proves that, at the time the debt was
11             incurred, because of illness or for some other good reason, the
12             accused did not take part at that time in the management of the
13             incorporated association.
14      (5)    In any proceedings against a person under subsection (1) it is a
15             defence if the accused proves that the accused took all
16             reasonable steps to prevent the incorporated association
17             incurring the debt.
18      (6)    In determining whether a defence under subsection (5) has been
19             proved, the matters to which regard must be had include, but are
20             not limited to the following --
21               (a) any action the accused took with a view to appointing an
22                     administrator of the incorporated association;
23               (b) when that action was taken;
24               (c) the results of that action.




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                                              Associations Incorporation Bill 2014
                                      Cancellation of incorporation       Part 10
     Voluntary cancellation where there is property to be distributed  Division 1
                                                                            s. 128



1              Part 10 -- Cancellation of incorporation
2    Division 1 -- Voluntary cancellation where there is property to
3                           be distributed
4    128.     Term used: distribution plan
5             In this Division --
6             distribution plan means a statement showing --
7               (a) the intended recipients of surplus property of the
8                     incorporated association concerned; and
9               (b) an estimate of the amount or value of the property that
10                    each intended recipient is to receive.

11   129.     Initiation of cancellation of incorporation under this
12            Division
13            Before the incorporation of an incorporated association may be
14            cancelled under this Division --
15              (a) the management committee of the association must
16                    examine the affairs of the association and by resolution
17                    declare that in its opinion the association is able to pay
18                    or meet its debts and liabilities; and
19              (b) the association must then pass special resolutions --
20                      (i) that its incorporation be cancelled under this
21                           Division; and
22                     (ii) approving a distribution plan that complies with
23                           sections 133 and 134;
24                    and
25              (c) the distribution plan must be approved by the
26                    Commissioner.




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     Associations Incorporation Bill 2014
     Part 10         Cancellation of incorporation
     Division 1      Voluntary cancellation where there is property to be distributed
     s. 130



1    130.      Application for approval of distribution plan and
2              cancellation
3       (1)    If an incorporated association has passed the special resolutions
4              referred to in section 129(b), the association must apply in the
5              approved form to the Commissioner for --
6                 (a) approval of the distribution plan; and
7                (b) cancellation of incorporation.
8              Penalty: a fine of $1 000.
9       (2)    The application must --
10              (a) set out the terms of --
11                      (i) the special resolutions; and
12                     (ii) the resolution referred to in section 129(a);
13                    and
14              (b) be accompanied by a copy of the distribution plan
15                    approved by the incorporated association; and
16              (c) contain a statement signed by a member of the
17                    management committee of the association that the
18                    special resolutions were passed in accordance with this
19                    Act.
20      (3)    The incorporated association must also provide the
21             Commissioner with such further information and documents as
22             the Commissioner may in writing request.
23      (4)    The application must be lodged within 28 days after the passing
24             of the special resolutions or within such longer period as the
25             Commissioner may allow.

26   131.      Commissioner may require public notice of application
27      (1)    The Commissioner may in writing require an applicant under
28             section 130 to give public notice of the application and the
29             distribution plan in some way that the Commissioner thinks
30             appropriate.


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                                              Associations Incorporation Bill 2014
                                      Cancellation of incorporation       Part 10
     Voluntary cancellation where there is property to be distributed  Division 1
                                                                            s. 132



1       (2)   For the purposes of section 132, the applicant must include in
2             the public notice a statement in wording approved by the
3             Commissioner showing --
4               (a) that a written request, including the reasons for the
5                     request, may be given to the Commissioner by any
6                     person under that section; and
7               (b) the period within which any request must be received by
8                     the Commissioner.

9    132.     Request for refusal to approve or cancel
10      (1)   Where public notice is given under section 131 in respect of an
11            incorporated association, any person may, in accordance with
12            the terms of the notice, request the Commissioner to decline to
13            approve the distribution plan or cancel the incorporation of the
14            association.
15      (2)   A request under subsection (1) must include the reasons for the
16            request.

17   133.     Content and operation of distribution plan
18      (1)   A distribution plan in respect of an incorporated association
19            must provide for the distribution of the surplus property in
20            accordance with the rules of the association, being rules that --
21              (a) make provision of the kind mentioned in Schedule 1
22                    Division 1 item 19; and
23              (b) are consistent with the provision implied by section 24.
24      (2)   Surplus property distributed under a distribution plan is subject
25            to any trust affecting the property or any part of it.

26   134.     Position where conditions attached to grant
27      (1)   In this section --
28            body includes a public authority;
29            public authority means --
30              (a) Minister of the State or the Commonwealth; or

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     Associations Incorporation Bill 2014
     Part 10         Cancellation of incorporation
     Division 1      Voluntary cancellation where there is property to be distributed
     s. 135



1               (b)   a government department, agency or organisation of the
2                     State or the Commonwealth; or
3                (c) a body, corporate or unincorporated, that is established
4                     or continued for a public purpose by the State or the
5                     Commonwealth, regardless of the way it is established;
6                     or
7                (d) a local government or regional local government;
8              relevant contract means a contract as to the manner in which
9              property referred to in subsection (2), or any part of the
10             property, is to be dealt with if an incorporated association is
11             wound up or its incorporation is cancelled.
12      (2)    Where property has been provided to an incorporated
13             association by any body, a distribution plan in respect of the
14             association must give effect to any relevant contract that has
15             been made between the association and the body.
16      (3)    Subsection (2) --
17              (a) applies only if, and to the extent that, the contract is
18                    binding on the association; and
19              (b) does not apply if, or to the extent that, the body
20                    concerned agrees otherwise.
21      (4)    Subject to subsection (2), property of the association consisting
22             of property provided by a public authority, must be returned
23             to --
24               (a) the public authority that provided the property; or
25               (b) a body nominated by that public authority.
26   135.      Approval of distribution plan
27      (1)    A distribution plan lodged under section 130 does not have
28             effect unless it is approved by the Commissioner.
29      (2)    The Commissioner must not approve the distribution plan
30             until --
31               (a) the time during which any request might be made under
32                    section 132 has expired; and

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                                              Associations Incorporation Bill 2014
                                      Cancellation of incorporation       Part 10
     Voluntary cancellation where there is property to be distributed  Division 1
                                                                            s. 136



1               (b)   any request made under that section has been finally
2                     refused.
3       (3)   For the purposes of subsection (2) a request under section 132
4             has been finally refused if the request is refused by the
5             Commissioner and either --
6               (a) the time for making an application for review under
7                     section 170 has expired without such an application
8                     being made; or
9               (b) any application for review made under section 170 --
10                      (i) has resulted in the Commissioner's refusal being
11                            confirmed; or
12                     (ii) has been dismissed or struck out.

13   136.     Refusal to approve distribution plan
14      (1)   The Commissioner may refuse to approve a distribution plan for
15            the purposes of this Division if the Commissioner is of the
16            opinion that --
17              (a) the distribution plan does not comply with section 133;
18                    or
19              (b) the incorporated association should be wound up.
20      (2)   The grounds on which the Commissioner may form an opinion
21            for the purposes of subsection (1)(b) are --
22              (a) because of any of the following matters, as determined
23                    by the Commissioner --
24                       (i) the scale or nature of the activities of the
25                           incorporated association; or
26                      (ii) the value or nature of the property of the
27                           incorporated association; or
28                     (iii) the extent or nature of the dealings the
29                           incorporated association has with the public;
30                    or
31              (b) because any prescribed circumstances exist.

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     Associations Incorporation Bill 2014
     Part 10         Cancellation of incorporation
     Division 1      Voluntary cancellation where there is property to be distributed
     s. 137



1    137.      Time limit for implementation of plan
2              The Commissioner must, when approving a distribution plan
3              under this Division, fix a period within which the
4              implementation of the plan must be completed, and may from
5              time to time extend the period so fixed.

6    138.      Duty of association
7              An incorporated association that has had a distribution plan
8              approved under this Division must ensure that --
9                (a) its surplus property is properly distributed in accordance
10                    with the distribution plan; and
11               (b) the distribution is completed within the period required
12                    under section 137.

13   139.      Reporting to Commissioner
14      (1)    The incorporated association concerned must --
15              (a) provide such information or documents for the
16                    Commissioner on the implementation of a distribution
17                    plan as the Commissioner may in writing require; and
18              (b) as soon as is practicable after the implementation of a
19                    distribution plan has been completed, prepare a
20                    certificate in the approved form certifying that the
21                    surplus property of the association has been distributed
22                    in accordance with the plan.
23      (2)    An incorporated association prepares a certificate under
24             subsection (1) when the association, or the management
25             committee of the association, determines by resolution the
26             content of the certificate.
27      (3)    The incorporated association must lodge a certificate prepared
28             under subsection (1)(b) with the Commissioner as soon as is
29             practicable after it is prepared.




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                                            Associations Incorporation Bill 2014
                                     Cancellation of incorporation      Part 10
        Voluntary cancellation where there are no debts or surplus   Division 2
                                                          property
                                                                          s. 140


1    140.     Cancellation of incorporation under this Division
2       (1)   The Commissioner must, in writing, cancel the incorporation of
3             an incorporated association with effect on and from a day that
4             the Commissioner considers appropriate and specifies if --
5               (a) the Commissioner is satisfied that the requirements of
6                    this Division in respect of the association have been
7                    complied with; and
8               (b) the association has lodged with the Commissioner the
9                    certificate referred to in section 139(1)(b).
10      (2)   The Commissioner may cause notice of a cancellation under
11            subsection (1) to be published in the Gazette if the
12            Commissioner considers that public notification of the
13            cancellation is desirable.

14    Division 2 -- Voluntary cancellation where there are no debts
15                        or surplus property
16   141.     Application for cancellation under this Division
17      (1)   An incorporated association may lodge with the Commissioner
18            an application in the approved form to have the incorporation of
19            the association cancelled under this Division.
20      (2)   An application cannot be made under subsection (1) by an
21            incorporated association unless --
22              (a) the management committee of the association has
23                   examined the affairs of the association and by resolution
24                   declared that in its opinion the debts and liabilities of the
25                   association have been satisfied and there is no surplus
26                   property to be distributed; and
27              (b) the making of the application has been approved by a
28                   special resolution of the incorporated association.




                                                                          page 95
     Associations Incorporation Bill 2014
     Part 10         Cancellation of incorporation
     Division 2      Voluntary cancellation where there are no debts or surplus
                     property
     s. 142


1    142.      Content of application
2       (1)    An application by an incorporated association for cancellation
3              of its incorporation under this Division must contain --
4                (a) copies of each of the resolutions referred to in
5                       section 141(2); and
6                (b) a statement signed by a member of the management
7                       committee of the association that the special resolution
8                       referred to in section 141(2)(b) was passed in
9                       accordance with this Act.
10      (2)    The incorporated association must also provide the
11             Commissioner with such further information and documents as
12             the Commissioner may in writing request.

13   143.      Commissioner may grant application
14      (1)    On application duly made under section 141, the Commissioner
15             may, in writing, cancel the incorporation of the association
16             concerned if the Commissioner is satisfied that --
17               (a) the special resolution referred to in section 141(2)(b)
18                    was passed in accordance with this Act; and
19               (b) the debts and liabilities of the association have been
20                    satisfied and there is no surplus property remaining; and
21               (c) all of the requirements of this Act in respect of the
22                    association have been met.
23      (2)    A cancellation under subsection (1) has effect on and from a day
24             that the Commissioner considers appropriate and specifies in
25             writing.
26      (3)    The Commissioner may cause notice of a cancellation under
27             subsection (1) to be published in the Gazette if the
28             Commissioner considers that public notification of the
29             cancellation is desirable.




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                                               Associations Incorporation Bill 2014
                                         Cancellation of incorporation     Part 10
            Cancellation of incorporation by Commissioner on certain    Division 3
                                                              grounds
                                                                             s. 144


1     Division 3 -- Cancellation of incorporation by Commissioner
2                         on certain grounds
3    144.       Grounds on which Commissioner may act
4               Section 145 applies if the Commissioner has reasonable cause to
5               believe that an incorporated association --
6                 (a) was not at the time of incorporation eligible for
7                       incorporation under this Act; or
8                 (b) has contravened or is contravening section 17; or
9                 (c) has suspended its operations, or has in effect been
10                      dormant, for a whole year or more; or
11                (d) has resolved to wind up but no person is prepared to act
12                      as liquidator; or
13                (e) has failed to comply with a direction of the
14                      Commissioner under section 95; or
15                 (f) has refused or failed to remedy a contravention of this
16                      Act within 60 days after notice of the contravention has
17                      been given to the association by the Commissioner.

18   145.       Commissioner may require association to show cause
19      (1)     Where this section applies, the Commissioner may give to the
20              incorporated association a notice --
21                (a) stating that the Commissioner proposes to cancel the
22                     incorporation of the association; and
23                (b) specifying the ground or grounds on which it is
24                     proposed to do so; and
25                (c) informing the association that, if it does not show cause
26                     within the allowed period, the incorporation of the
27                     association will be cancelled.
28      (2)     The Commissioner may also have the notice published in a
29              manner the Commissioner considers appropriate.




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     Associations Incorporation Bill 2014
     Part 10         Cancellation of incorporation
     Division 3      Cancellation of incorporation by Commissioner on certain
                     grounds
     s. 146


1       (3)    The allowed period under subsection (1)(c) is --
2               (a) 60 days after the day on which the notice is given; or
3               (b) if subsection (2) applies, 60 days after the day on which
4                      the notice has been both given and published.

5    146.      How association may show cause
6              Where a notice has been given to an incorporated association
7              under section 145, the association shows cause for the purposes
8              of this Division if it satisfies the Commissioner that the ground
9              or grounds stated in the notice does or do not apply to the
10             incorporated association.

11   147.      Cancellation of incorporation where cause not shown
12      (1)    If the incorporated association does not show cause within the
13             allowed period, the Commissioner may, by order published in
14             the Gazette, cancel the incorporation of the association with
15             effect on and from a day that the Commissioner considers
16             appropriate and specifies in the order.
17      (2)    Before the Commissioner makes an order under subsection (1),
18             the Commissioner must give notice in writing to the
19             incorporated association stating that the Commissioner proposes
20             to make the order after the expiration of 28 days from the day
21             on which the notice is given.
22      (3)    An incorporated association to which a notice is given under
23             subsection (2) may, not later than the end of the period specified
24             under that subsection, apply to the State Administrative
25             Tribunal for a review of the Commissioner's proposal.
26      (4)    If an application is so made, the Commissioner cannot make the
27             order unless --
28                (a) the application results in the Commissioner's proposal
29                     being substantially confirmed; or
30               (b) the application is dismissed or struck out.



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                                               Associations Incorporation Bill 2014
                                         Cancellation of incorporation     Part 10
            Cancellation of incorporation by Commissioner on certain    Division 3
                                                              grounds
                                                                             s. 148


1    148.       Powers in respect of property
2       (1)     On the making of an order under section 147 cancelling the
3               incorporation of an association --
4                 (a) the property held by the association immediately before
5                      the cancellation vests in the State; and
6                 (b) the Commissioner acting on behalf of, and in the name
7                      of, the State has power to realise such property, pay the
8                      debts and liabilities of the association, distribute its
9                      surplus property and wind up its affairs.
10      (2)     Nothing in this section imposes an obligation or liability on the
11              Commissioner or the State to do any act or thing required by
12              law to be done by the owner or occupier of the property other
13              than the satisfaction or payment of the charge, claim or liability
14              out of the property of the incorporated association so far as it is,
15              in the opinion of the Commissioner, properly available for and
16              applicable to the payment.
17      (3)     The Commissioner may for the purposes of this section or any
18              incidental purpose --
19                (a) do all such other acts and things as are reasonably
20                     necessary or expedient; and
21                (b) appoint a person to investigate the affairs of the
22                     association and exercise any power on behalf of the
23                     Commissioner; and
24                (c) give such directions as the Commissioner thinks fit; and
25                (d) do or omit any act or thing, or take any step, that is
26                     prescribed.
27      (4)     The reasonable costs, charges and expenses of the
28              Commissioner or the State and a person appointed under
29              subsection (3)(b) relating to the exercise and performance of the
30              powers and functions conferred by or under this section in
31              respect of an incorporated association are to be paid out of the
32              property of the association.



                                                                            page 99
     Associations Incorporation Bill 2014
     Part 10         Cancellation of incorporation
     Division 4      General
     s. 149



1    149.       Property vested in the State
2               Property vested in the State under section 148(1)(a) --
3                 (a) is to be administered in the Department by the
4                      Commissioner acting on behalf of, and in the name of,
5                      the State; and
6                 (b) is subject to any charge, claim or liability imposed by
7                      law on or affecting that property to which the property
8                      would have been subject had the property continued to
9                      be held by the incorporated association by which it was
10                     held immediately before it vested in the State.

11                              Division 4 -- General
12   150.       Liabilities not affected by cancellation of incorporation
13              Any liability of a member of the management committee or
14              member of an association --
15               (a) is not affected by the cancellation of the incorporation of
16                     the association under this Act; and
17               (b) may be enforced as if the incorporation of the
18                     association had not been cancelled.

19   151.       Reinstatement of incorporation
20      (1)     If the Commissioner is satisfied that the incorporation of an
21              association should not have been cancelled under this Part, and
22              the association has not become incorporated under any other
23              Act or law, the Commissioner may in writing reinstate its
24              incorporation under this section.
25      (2)     If an association's incorporation is reinstated under this section,
26              the body corporate previously established by this Act in relation
27              to the association is, as from the time of reinstatement, taken to
28              have continued in existence as if the association's incorporation
29              had not been cancelled.
30      (3)     The Commissioner may cause notice of a reinstatement under
31              subsection (1) to be published in the Gazette if the

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                                      Associations Incorporation Bill 2014
                                Cancellation of incorporation     Part 10
                                                   General     Division 4
                                                                    s. 151



1         Commissioner considers that public notification of the
2         reinstatement is desirable.
3   (4)   The regulations may make provision of a savings or transitional
4         nature consequent on the reinstatement of an association's
5         incorporation under this section.




                                                                   page 101
     Associations Incorporation Bill 2014
     Part 11         Exclusion from Corporations legislation

     s. 152



1       Part 11 -- Exclusion from Corporations legislation
2    152.       Excluded matters for Corporations Act section 5F
3       (1)     The following matters are declared to be excluded matters for
4               the purposes of the Corporations Act section 5F in relation to
5               the whole of the Corporations legislation to which Part 1.1A of
6               that Act applies --
7                 (a) an incorporated association;
8                 (b) any act or omission of any person, body or other entity
9                       in relation to an incorporated association.
10      (2)     Subsection (1) does not exclude the application of the following
11              provisions of the Corporations Act --
12                (a) provisions that relate to any matter that the regulations
13                      provide must not be excluded from the operation of the
14                      Corporations legislation;
15                (b) provisions that relate to the role of an incorporated
16                      association in the formation of a company;
17                (c) provisions that relate to registration as a company under
18                      the Corporations Act Chapter 5B;
19                (d) provisions that relate to substantial holdings, by or
20                      involving an incorporated association, in a company;
21                (e) provisions that confer or impose functions on an
22                      incorporated association as a member, or former
23                      member, of a corporation;
24                 (f) provisions that relate to dealings by an incorporated
25                      association in securities of a body corporate, other than
26                      securities of the incorporated association itself;
27                (g) provisions that confer or impose functions on an
28                      incorporated association in its dealings with a
29                      corporation, not being dealings in securities of the
30                      incorporated association;




     page 102
                                        Associations Incorporation Bill 2014
                        Exclusion from Corporations legislation     Part 11

                                                                        s. 152



1           (h)    provisions that relate to securities of an incorporated
2                  association, other than debentures of or deposits with an
3                  incorporated association;
4            (i)   provisions relating to financial markets and participants
5                  in financial markets;
6            (j)   provisions relating to financial services licensees whose
7                  licence covers dealing in, or providing advice about,
8                  financial products;
9           (k)    provisions relating to carrying on a financial services
10                 business;
11           (l)   provisions relating to financial statements, and audit of
12                 financial statements, of financial services licensees
13                 whose licence covers dealing in, or providing advice
14                 about, financial products;
15          (m)    provisions relating to clients of financial services
16                 licensees whose licence covers dealing in, or providing
17                 advice about, financial products;
18          (n)    provisions relating to registers of interests in financial
19                 products.
20   (3)   The provisions specified in subsection (2) only apply to an
21         incorporated association to the extent to which an incorporated
22         association may engage in the activities covered by those
23         provisions.




                                                                    page 103
     Associations Incorporation Bill 2014
     Part 12         Administration
     Division 1      General
     s. 153



1                         Part 12 -- Administration
2                              Division 1 -- General
3    153.       Commissioner
4       (1)     In this section --
5               executive officer has the meaning given in the Public Sector
6               Management Act 1994 section 3(1).
7       (2)     The Minister is required, by notice published in the Gazette, to
8               designate a person who is an executive officer of the
9               Department as the Commissioner for the purposes of this Act.
10      (3)     The Commissioner may be referred to by a title specified by the
11              Minister by notice published in the Gazette.

12   154.       General functions of Commissioner
13              The functions of the Commissioner include the following --
14               (a) to facilitate the establishment and operation of
15                     incorporated associations in accordance with this Act;
16               (b) to promote and encourage compliance with this Act;
17               (c) to receive complaints and information concerning
18                     non-compliance with the Act and, if the Commissioner
19                     considers it warranted, to investigate the complaints and
20                     information and to take whatever action in respect of the
21                     complaints and information as seems proper to the
22                     Commissioner;
23               (d) to conduct compliance and educational activities in
24                     relation to matters concerning incorporated associations;
25               (e) to investigate, research and publish reports and
26                     information in relation to matters concerning
27                     incorporated associations as the Commissioner
28                     considers appropriate;
29                (f) to report to the Minister on matters referred to the
30                     Commissioner by the Minister and on matters of

     page 104
                                           Associations Incorporation Bill 2014
                                                 Administration        Part 12
                                                       General      Division 1
                                                                         s. 155



1                    importance investigated by the Commissioner, whether
2                    referred to the Commissioner by the Minister or not;
3              (g)   to perform any other functions that are conferred or
4                    imposed on the Commissioner by this Act or any other
5                    Act.

6    155.     Delegation by Commissioner
7       (1)   The Commissioner may delegate to any other person employed
8             in the Department any power or duty of the Commissioner
9             under another provision of this Act.
10      (2)   The delegation must be in writing signed by the Commissioner.
11      (3)   A person to whom a power or duty is delegated under this
12            section cannot delegate that power or duty.
13      (4)   A person exercising or performing a power or duty that has been
14            delegated to the person under this section is to be taken to do so
15            in accordance with the terms of the delegation unless the
16            contrary is shown.
17      (5)   Nothing in this section limits the ability of the Commissioner to
18            perform a function through an officer or agent.

19   156.     Regulations for the provision of information to the
20            Commissioner
21      (1)   The regulations may make provision for prescribed information
22            that is --
23              (a) in respect of an incorporated association; and
24              (b) relevant to the operation of this Act,
25            to be provided, in accordance with the regulations, to the
26            Commissioner by an incorporated association or a member of its
27            management committee.
28      (2)   Provision made under subsection (1) may include prescribed
29            information to be provided by way of periodical returns in



                                                                       page 105
     Associations Incorporation Bill 2014
     Part 12         Administration
     Division 1      General
     s. 157



1               respect of prescribed periods that are to be lodged with the
2               Commissioner in accordance with the regulations.
3       (3)     The regulations may require that the information be verified by
4               a statutory declaration.

5    157.       Commissioner may require documents relating to financial
6               affairs to be produced
7       (1)     The Commissioner may by written notice require an
8               incorporated association to produce to the Commissioner at a
9               time and place specified in the notice a specified relevant
10              document relating to the financial affairs of the incorporated
11              association.
12      (2)     The incorporated association must produce the document,
13              unless the association has a reasonable excuse for not producing
14              it.
15              Penalty: a fine of $2 750.
16      (3)     The Commissioner may keep a document that is produced --
17               (a) to take an extract from the document; or
18               (b) to make a copy of it.
19      (4)     The Commissioner must return the document to the
20              incorporated association as soon as practicable after taking the
21              extract or making the copy.

22   158.       Application of Fair Trading Act 2010 sections 61, 112
23              and 113
24              The Fair Trading Act 2010 sections 61, 112 (other than
25              subsection (3)(c)(ii), (da) and (f)) and 113 extend and apply,
26              with such modifications as are necessary, to this Act as if the
27              sections were a part of this Act and the following applied --
28                (a) a reference to the Commissioner in section 61 of that
29                      Act were a reference to the Commissioner as defined in
30                      section 3;


     page 106
                                            Associations Incorporation Bill 2014
                                                  Administration        Part 12
                                                        General      Division 1
                                                                          s. 159



1              (b)    a reference to "this Act" in section 112 of that Act were
2                     a reference to this Act;
3               (c)   a reference to the Department in section 113 of that Act
4                     were a reference to the Department as defined in
5                     section 3.

6    159.     Protection from liability
7       (1)   A person is not liable for anything that the person has, in good
8             faith, done in the performance or purported performance of a
9             function under this Act or a repealed Act.
10      (2)   The State is also relieved of any liability that it might otherwise
11            have had for another person having done anything as described
12            in subsection (1).
13      (3)   The protection given by this section applies even though the
14            thing done as described in subsection (1) may have been
15            capable of being done whether or not this Act or a repealed Act
16            had been enacted.
17      (4)   In this section, a reference to the doing of anything includes a
18            reference to an omission to do anything.

19   160.     Evidentiary provisions
20      (1)   In this section --
21            specified means specified in the Commissioner's certificate.
22      (2)   A certificate of the Commissioner to the effect of any of the
23            following is evidence of the matter or matters set out in the
24            certificate --
25              (a) that on a specified day a specified association was or
26                     was not an incorporated association;
27              (b) that on a specified day no incorporated association was
28                     incorporated under this Act by a specified name;




                                                                        page 107
     Associations Incorporation Bill 2014
     Part 12         Administration
     Division 2      Information and documents kept by Commissioner
     s. 161



1                 (c)   that a specified requirement of this Act --
2                          (i) had or had not been complied with as at a day or
3                               within a specified period; or
4                         (ii) had been complied with as at a specified day but
5                               not before that day;
6                (d)    that a copy of the rules of a specified incorporated
7                       association is a true copy of those rules as lodged with
8                       the Commissioner as at a specified day.
9       (3)     A certificate of incorporation of an association issued under this
10              Act is conclusive evidence of the incorporation of the
11              association under this Act on the day specified in the certificate
12              as the day of incorporation.

13            Division 2 -- Information and documents kept by
14                             Commissioner
15   161.       Commissioner must keep register of incorporated
16              associations and other documents
17      (1)     The Commissioner must keep --
18               (a) a register of incorporated associations; and
19               (b) a copy of the following --
20                      (i) the rules of each incorporated association;
21                     (ii) any alteration to the rules of an incorporated
22                           association;
23                    (iii) every other document required by this Act to be
24                           lodged with the Commissioner.
25      (2)     The register may contain such particulars as the Commissioner
26              thinks fit.
27      (3)     The register and documents may be kept in the manner the
28              Commissioner thinks fit.




     page 108
                                           Associations Incorporation Bill 2014
                                                  Administration       Part 12
                Information and documents kept by Commissioner      Division 2
                                                                         s. 162



1    162.     Inspection of register or documents
2       (1)   A person may, on payment of the prescribed fee --
3              (a) inspect the register kept under section 161(1)(a); or
4              (b) inspect any document lodged with the Commissioner for
5                    the purposes of this Act, not being a document that has
6                    been destroyed or otherwise disposed of; or
7              (c) obtain from the Commissioner a certified copy of, or
8                    extract from, the register or any document lodged with
9                    the Commissioner under this Act, not being a document
10                   that has been destroyed or otherwise disposed of.
11      (2)   If a reproduction or transparency of a document is produced for
12            inspection, a person is not entitled under subsection (1) to
13            require the production of the original.
14      (3)   A person may, on payment of the prescribed fee, obtain from
15            the Commissioner a copy, or a certified copy, of the duplicate
16            held by the Commissioner of an incorporated association's
17            certificate of incorporation.
18      (4)   The Commissioner may withhold a person's personal
19            information from a document to be inspected or copied, or an
20            extract of the document, in circumstances prescribed by the
21            regulations.
22      (5)   In subsection (4) --
23            personal information has the meaning given in the Freedom of
24            Information Act 1992 Glossary clause 1.

25   163.     Certification of document
26            A copy of or extract from any document lodged with the
27            Commissioner for the purposes of this Act that is certified by
28            the Commissioner to be a true copy or extract is in any
29            proceedings admissible in evidence as of equal validity with the
30            original document.



                                                                      page 109
     Associations Incorporation Bill 2014
     Part 12         Administration
     Division 2      Information and documents kept by Commissioner
     s. 164



1    164.       Destruction of documents by Commissioner
2       (1)     The Commissioner may destroy or dispose of any document,
3               and any copy or transparency of a document, lodged in respect
4               of an incorporated association that for not less than 15 years has
5               been dissolved.
6       (2)     Subsection (1) only applies if in the Commissioner's opinion it
7               is no longer necessary or desirable to retain the document, copy
8               or transparency.
9    165.       Lodgment of documents
10              A document is not lodged under this Act unless --
11               (a) all information required to be provided in or with the
12                    document is provided; and
13               (b) the fee, if any, prescribed by the regulations is paid.
14   166.       Documents may be lodged by facsimile or electronic
15              transmission
16      (1)     Subject to section 165, it is sufficient compliance with a
17              requirement under this Act that a document be lodged with the
18              Commissioner if the Commissioner receives a copy of the
19              document by facsimile or electronic transmission.
20      (2)     If the Commissioner receives from a person a copy of a
21              document under subsection (1), the Commissioner may require
22              that person to produce and lodge the original within the time
23              specified by the Commissioner.
24      (3)     If the person does not comply with a requirement of the
25              Commissioner within the specified time, the person is to be
26              taken not to have lodged the document.
27   167.       Commissioner may refuse lodgment of document
28      (1)     The Commissioner may refuse the lodgment of a document for
29              the purposes of this Act if the Commissioner considers that the
30              document --
31                (a) contains matter contrary to law; or

     page 110
                                           Associations Incorporation Bill 2014
                                                  Administration       Part 12
                Information and documents kept by Commissioner      Division 2
                                                                         s. 168



1              (b)   has not been prepared in good faith; or
2              (c)   contains matter, that in a material particular, is false or
3                    misleading in the form or context in which it is included;
4                    or
5              (d)   by reason of an omission or misdescription, has not been
6                    duly completed; or
7              (e)   does not comply with the requirements of this Act; or
8              (f)   contains any error, alteration or erasure; or
9              (g)   if submitted in electronic form, is not readily accessible
10                   by the Commissioner so as to be useable by the
11                   Commissioner.
12      (2)   If the lodgment of a document is refused under subsection (1),
13            the Commissioner may request --
14               (a) that the document be appropriately amended and
15                     re-lodged; or
16              (b) that a fresh document be lodged in its place; or
17               (c) if the document has not been duly completed, that the
18                     document be appropriately completed and re-lodged or a
19                     supplementary document in a form approved by the
20                     Commissioner be lodged.

21   168.     No constructive notice of contents of documents
22            A person is not taken to have knowledge of --
23             (a) the statement of the objects or purposes of an
24                   incorporated association; or
25             (b) the rules of an incorporated association; or
26             (c) any of the contents of the statement of objects or
27                   purposes or of the rules of an incorporated association;
28                   or
29             (d) any other document or its contents; or




                                                                       page 111
    Associations Incorporation Bill 2014
    Part 12         Administration
    Division 2      Information and documents kept by Commissioner
    s. 168



1               (e)   any particulars,
2              by reason only that the statement of objects or purposes, the
3              rules, the document or the particulars --
4                (f) is or are lodged with the Commissioner for the purposes
5                       of this Act; or
6                (g) is or are referred to in any other document that is so
7                       lodged.




    page 112
                                           Associations Incorporation Bill 2014
                                                       Review          Part 13

                                                                           s. 169



1                            Part 13 -- Review
2   169.     Reviewable decisions of Commissioner
3      (1)   For the purposes of this Part --
4             (a) a reviewable decision is a decision of the Commissioner
5                    to do something referred to in an item in the Table; and
6             (b) an affected person, in relation to a reviewable decision
7                    referred to in an item in the Table, is a person referred to
8                    in the same item.
9                                          Table
              Item     Reviewable decision                  Affected person

              1        Determine under section 6 that     The applicant for
                       an association is prescribed for   incorporation
                       the purposes of that section or
                       belongs to a class of associations
                       that is so prescribed.

              2        Refuse request made under            The person who
                       section 9(1)                         made the request

              3        Refuse under section 11(1)           The applicant for
                       or (3) to incorporate an             incorporation
                       association

              4        Refuse under section 12 to      The applicant for
                       incorporate an association by a incorporation
                       name that in the Commissioner's
                       opinion is not appropriate

              5        Refuse to approve a name under       The incorporated
                       section 31                           association that
                                                            applied for
                                                            approval



                                                                        page 113
Associations Incorporation Bill 2014
Part 13         Review

s. 169




           Item   Reviewable decision                Affected person

           6      Refuse under section 33 to         The incorporated
                  approve a rule alteration          association that
                                                     applied for
                                                     approval

           7      Refuse request made under          The person who
                  section 34(1)                      made the request

           8      Give a direction under             Person given the
                  section 60(3) or amend a           direction or notice
                  direction under section 60(5)      of amendment

           9      Refuse an application made         The incorporated
                  under section 93(2)                association that
                                                     made the
                                                     application

           10     Refuse application made under      The person who
                  section 102 to incorporate         applied for
                  association that is amalgamation   incorporation of
                  of incorporated associations       the association

           11     Refuse request made under          Person who made
                  section 105(1)                     the request

           12     Certify an amount under            The incorporated
                  section 116(2)(a)                  association by
                                                     which the amount
                                                     is payable

           13     Refuse request made under          Person who made
                  section 132                        the request




page 114
                                         Associations Incorporation Bill 2014
                                                     Review          Part 13

                                                                        s. 170




              Item    Reviewable decision                 Affected person

              14      Refuse approval of a distribution   The incorporated
                      plan under section 136              association that
                                                          applied for
                                                          approval

              15      Refuse to cancel incorporation      The incorporated
                      under section 140                   association that
                                                          applied for
                                                          cancellation

              16      Refuse application made under       The incorporated
                      section 141 to cancel               association that
                      incorporation                       made the
                                                          application

              17      Refuse to approve alteration of     The incorporated
                      rules under section 200             association that
                                                          applied for
                                                          approval

1      (2)   The regulations may provide --
2             (a) that specified decisions made under the regulations are
3                   reviewable decisions for the purposes of this Part; and
4             (b) that specified persons are affected persons in relation to
5                   those reviewable decisions.

6   170.     Review by SAT of reviewable decisions
7            An affected person may apply to the State Administrative
8            Tribunal for a review of a reviewable decision.




                                                                    page 115
     Associations Incorporation Bill 2014
     Part 14         Investigation and enforcement

     s. 171



1               Part 14 -- Investigation and enforcement
2    171.       Term used: authorised person
3               In this Part --
4               authorised person means --
5                 (a) the Commissioner; and
6                 (b) in relation to a power of the Commissioner under this
7                        Act, a person to whom that power is delegated under
8                        section 155; and
9                 (c) an investigator designated under the Fair Trading
10                       Act 2010 section 64 as applied by section 172 of this
11                       Act.

12   172.       Application of Fair Trading Act 2010 Part 6
13              The Fair Trading Act 2010 Part 6 (other than Division 4A)
14              applies, with such modifications as are necessary, to and in
15              relation to investigations and enforcement under this Act as if it
16              were a part of this Act and the following applied --
17                (a) a reference to an authorised person in that Part were a
18                      reference to an authorised person as defined in
19                      section 171;
20                (b) a reference to the Commissioner in that Part were a
21                      reference to the Commissioner as defined in section 3;
22                (c) a reference to the Department in that Part were a
23                      reference to the Department as defined in section 3;
24                (d) a reference to "this Act" in that Part were a reference to
25                      this Act;
26                (e) a reference to "this Part" in that Part were a reference to
27                      this Part;
28                 (f) each reference in that Part to "or another Act" or "or any
29                      other Act" were omitted;
30                (g) the reference to "section 112" in section 87(1) of that
31                      Act were a reference to section 158 of this Act;

     page 116
                                            Associations Incorporation Bill 2014
                                   Investigation and enforcement        Part 14

                                                                           s. 173



1              (h)    the reference to "or 4A" in section 88(1) of that Act
2                     were omitted;
3               (i)   section 89(2A) of that Act were omitted;
4               (j)   the reference to "or 88E" in section 89(2) of that Act
5                     were omitted.

6    173.     Infringement notices and the Criminal Procedure Act 2004
7       (1)   If this Act is a prescribed Act for the purposes of the Criminal
8             Procedure Act 2004 Part 2, this section applies in relation to the
9             service of an infringement notice under that Part by an
10            authorised officer in relation to an alleged offence under this
11            Act.
12      (2)   The infringement notice must be served within --
13             (a) 21 days after the authorised officer forms the opinion
14                   that there is sufficient evidence to support the allegation
15                   of the offence; and
16             (b) 6 months after the alleged offence is believed to have
17                   been committed.
18      (3)   The Criminal Procedure Act 2004 Part 2 is modified to the
19            extent necessary to give effect to this section.




                                                                       page 117
     Associations Incorporation Bill 2014
     Part 15         Miscellaneous

     s. 174



1                          Part 15 -- Miscellaneous
2    174.       Lodging notice of address for service
3       (1)     An incorporated association must lodge with the Commissioner
4               notice of an address or postal address for service of any process,
5               notice or other document on the association.
6               Penalty: a fine of $1 000.
7       (2)     A statutory manager appointed under Part 8 may lodge with the
8               Commissioner notice of an address or postal address for service
9               of any process, notice or other document on the association
10              during the period of the statutory manager's appointment.

11   175.       Change of address
12      (1)     An incorporated association must give notice to the
13              Commissioner of the change of its address --
14                (a) as specified under section 7(2)(a) or 103(1); or
15               (b) as notified under section 174 or 203; or
16                (c) as previously notified under this section.
17              Penalty: a fine of $1 000.
18      (2)     The notice must be given within 28 days after the change
19              occurs.

20   176.       Service on incorporated association
21              Service of any process, notice or other document may be
22              effected upon an incorporated association --
23                (a) by serving the process, notice or other document
24                      personally or by post on a member of the management
25                      committee of the association; or
26                (b) by leaving the process, notice or other document at, or
27                      by sending it by post to, the address for service (if any)
28                      last notified to the Commissioner under section 174; or



     page 118
                                           Associations Incorporation Bill 2014
                                                 Miscellaneous         Part 15

                                                                          s. 177



1               (c)   by leaving the process, notice or other document at the
2                     address of a member of the management committee of
3                     the association with any person apparently over the age
4                     of 16 years.

5    177.     False or misleading statements in documents: offence
6       (1)   A person must not in a document required by or for the
7             purposes of this Act or lodged with or submitted to the
8             Commissioner or in a document submitted to a meeting of
9             members of an incorporated association --
10              (a) make or authorise the making of a statement that to the
11                   person's knowledge is false or misleading in any
12                   material particular; or
13             (b) omit or authorise the omission of any matter or thing
14                   without which the document is to the person's
15                   knowledge misleading in any material respect.
16            Penalty: a fine of $5 000.
17      (2)   This section does not limit or affect the operation of section 172
18            insofar as it applies to the Fair Trading Act 2010 section 88.

19   178.     Commissioner may require statutory declaration
20            The Commissioner may require any document or information
21            provided to the Commissioner or an officer of the Department
22            for the purposes of this Act to be verified by statutory
23            declaration.

24   179.     Use of "Incorporated" restricted
25            A person must not carry on business or enter into a contract
26            under any name or title of which "Incorporated" or any
27            abbreviation of that word is the final word or abbreviation
28            unless the person is incorporated under this Act or some other
29            law.
30            Penalty: a fine of $2 000.



                                                                       page 119
     Associations Incorporation Bill 2014
     Part 15         Miscellaneous

     s. 180



1    180.       Time limit for commencing proceedings
2               A prosecution for an offence against this Act must be
3               commenced within 3 years after the day on which the offence is
4               alleged to have been committed.

5    181.       Commissioner or authorised person may commence
6               prosecution
7       (1)     A prosecution for an offence against this Act may be
8               commenced by the Commissioner or by a person authorised in
9               writing by the Commissioner to do so.
10      (2)     Subsection (1) does not limit the ability of a person to
11              commence a prosecution for an offence if the person has
12              authority at law to do so.
13      (3)     In proceedings for an offence against this Act, unless evidence
14              is given to the contrary, proof is not required --
15                (a) that the prosecutor is authorised to commence the
16                      prosecution; or
17                (b) that a signature on a prosecution notice is the signature
18                      of a person authorised to commence the prosecution.

19   182.       Jurisdiction of SAT in respect of disputes
20      (1)     If a dispute cannot be resolved under the procedure provided for
21              as required by Schedule 1 Division 1 item 18 --
22                 (a) the incorporated association concerned; or
23                (b) a member of the association involved in the dispute,
24              may make an application to the State Administrative Tribunal to
25              have the dispute determined by that Tribunal.
26      (2)     Nothing in subsection (1) prevents the State Administrative
27              Tribunal from exercising its powers to refer the dispute, or any
28              aspect of it, for mediation.
29      (3)     In a proceeding under subsection (1), the State Administrative
30              Tribunal may make orders giving such relief as the Tribunal

     page 120
                                           Associations Incorporation Bill 2014
                                                 Miscellaneous         Part 15

                                                                          s. 183



1             considers appropriate, including one or more of the following
2             orders --
3               (a) an order giving directions for the observance of the rules
4                    of the incorporated association by any person who has
5                    an obligation to observe those rules;
6               (b) an order declaring and enforcing the rights and
7                    obligations of members of the incorporated association
8                    between themselves;
9               (c) an order declaring and enforcing the rights and
10                   obligations between the incorporated association and
11                   any member or members of the association.

12   183.     Regulations
13      (1)   The Governor may make regulations prescribing all matters and
14            things that by this Act are required or permitted to be prescribed
15            or that are necessary or convenient to be prescribed for giving
16            effect to this Act and in particular for and with respect to
17            prescribing and providing for the payment of fees.
18      (2)   Different fees may be prescribed in respect of the lodging of a
19            document according to the method by which the document is
20            lodged.

21   184.     Review of Act
22      (1)   The Minister --
23             (a) must carry out a review of the operation and
24                  effectiveness of this Act as soon as is practicable after
25                  the end of the period of 5 years beginning on the day on
26                  which this section commences; and
27             (b) may carry out a further review of the operation and
28                  effectiveness of this Act at any time after the period
29                  referred to in paragraph (a).
30      (2)   The Minister must --
31             (a) prepare a report based on the review; and


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1              (b)   as soon as is practicable after the preparation of the
2                    report cause it to be laid before each House of
3                    Parliament.




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                                                        provisions
                                                           Repeal     Division 1
                                                                           s. 185


1           Part 16 -- Repeal of Associations Incorporation
2                 Act 1987 and transitional provisions
3                             Division 1 -- Repeal
4    185.     Associations Incorporation Act 1987 repealed
5             The Associations Incorporation Act 1987 is repealed.

6                   Division 2 -- Transitional provisions
7                         Subdivision 1 -- Preliminary

8    186.     Terms used
9             In this Part --
10            commencement day means the day on which section 185 comes
11            into operation;
12            existing incorporated association means an association --
13              (a) that was an incorporated association under a repealed
14                     Act; and
15              (b) whose incorporation has effect immediately before the
16                     commencement day.

17   187.     Saving
18            This Division is in addition to the provisions of the
19            Interpretation Act 1984 and, unless the contrary intention
20            appears, does not limit or otherwise affect the operation of those
21            provisions.

22            Subdivision 2 -- Existing incorporated associations

23   188.     Incorporation continued
24            An existing incorporated association is taken to be an
25            association incorporated under this Act.



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                     provisions
     Division 2      Transitional provisions
     s. 189


1    189.       Committee of existing incorporated association
2               A committee of an existing incorporated association, or other
3               body having the management of the affairs of an existing
4               incorporated association, is taken to be a management
5               committee for the purposes of section 38.

6           Subdivision 3 -- Continuation of certain matters in progress

7    190.       Existing applications for incorporation
8       (1)     If before the commencement day --
9                  (a) an application for the incorporation of an association
10                      was made under the repealed Act; but
11                (b) the association was not incorporated or the application
12                      was not refused, and the applicant wishes to continue
13                      with the application,
14              the application is to be dealt with and completed under the
15              repealed Act as if it had not been repealed.
16      (2)     If an association to which subsection (1) applies is refused
17              incorporation as mentioned in section 9(3) of the repealed Act,
18              that provision applies as if it had not been repealed.
19      (3)     If an association to which subsection (1) applies is
20              incorporated --
21                 (a) the rules of the association are the rules accepted for the
22                      purposes of incorporation; and
23                (b) the association is taken to be an association incorporated
24                      under this Act.

25   191.       Rule alteration in progress
26      (1)     This section applies if before the commencement day --
27               (a) an incorporated association had, for the purposes of
28                     section 17(1) of the repealed Act, passed a special
29                     resolution altering its rules; but


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                                                         provisions
                                            Transitional provisions   Division 2
                                                                           s. 192


1              (b)    the association had not complied with section 17(2) of
2                     the repealed Act in respect of the alteration.
3       (2)   The association, if it wishes to continue with the alteration, is
4             required to comply with section 17(2) of the repealed Act within
5             one month after the commencement day, or such further time as
6             the Commissioner may allow, and for that purpose section 17(2)
7             of the repealed Act is to apply as if it had not been repealed.

8    192.     Applications under repealed section 18 or 19 in progress
9       (1)   This section applies if before the commencement day --
10             (a) an application was made for an approval under
11                   section 18 or 19 of the repealed Act; but
12             (b) the application was not determined by the
13                   Commissioner or was so determined but the time
14                   allowed for an application to be made under that section
15                   for a review of the determination has not expired.
16      (2)   If the association wishes to continue with the application, it is to
17            be dealt with and completed, and an application for review may
18            be made as if section 18 or 19 of the repealed Act, as the case
19            may be, had not been repealed.

20   193.     Applications for extension of time under repealed
21            section 23(1)
22            If on the commencement day an application for an extension of
23            time under section 23(1) of the repealed Act has been made but
24            has not been determined by the Commissioner, the application
25            may be dealt with and completed as if that section had not been
26            repealed.

27   194.     Certain applications for review made but not determined
28      (1)   In this section --
29            repealed provision means section 4(6), 7(2), 8(2), 9(3), 18(4) or
30            19(3) of the repealed Act.


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                     provisions
     Division 2      Transitional provisions
     s. 195


1       (2)     An application to the State Administrative Tribunal for a review
2               of a decision of the Commissioner under a repealed provision
3               that has been made but not finally determined before the
4               commencement day is to be heard and determined as if that
5               provision had not been repealed.

6    195.       Voluntary winding up in progress
7       (1)     This section applies if before the commencement day --
8                (a) a special resolution was duly passed under section 30(1)
9                      of the repealed Act for the voluntary winding up of an
10                     incorporated association; but
11               (b) dissolution of the association had not taken effect under
12                     section 30(3) of the repealed Act.
13      (2)     Part VI of the repealed Act applies, as if it had not been
14              repealed, to the winding up of the incorporated association and
15              its dissolution.
16      (3)     If an association is dissolved under section 30(3) of the repealed
17              Act, the Commissioner must, in writing, cancel the
18              incorporation of the association with effect on and from a day
19              that the Commissioner considers appropriate and specifies in
20              writing.
21      (4)     The Commissioner may cause notice of a cancellation under
22              subsection (3) to be published in the Gazette if the
23              Commissioner considers that public notification of the
24              cancellation is desirable.

25   196.       Notice given under repealed section 34(1)
26              If before the commencement day --
27                 (a) a notice was given to an incorporated association under
28                      section 34(1) of the repealed Act; and




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                                                         provisions
                                            Transitional provisions   Division 2
                                                                           s. 197


1                (b)   the period of 3 months mentioned in section 34(2) of the
2                      repealed Act has not expired,
3               the incorporated association may make a request to the
4               Commissioner under section 34(2) of the repealed Act, and the
5               Commissioner may make an order under that section which is to
6               apply as if it had not been repealed.

7    197.       Notice given under repealed section 35
8               If before the commencement day a notice was given to an
9               incorporated association under section 35(1) of the repealed Act
10              but the Commissioner's powers under that section were not
11              exercised --
12                 (a) the Commissioner may exercise the powers conferred by
13                      that section, but subject to section 35(2)(b) of the
14                      repealed Act; and
15                (b) section 36 of the repealed Act has effect,
16              in relation to the association as if the repealed Act had not been
17              repealed.

18          Subdivision 4 -- Alteration of rules by existing incorporated
19            associations and section 190 incorporated associations

20   198.       Alteration of rules
21      (1)     In this section --
22              new requirement means a requirement of section 22.
23      (2)     To allow time for an existing incorporated association to ensure
24              that its rules comply with a new requirement, the requirement
25              does not apply to an existing incorporated association until the
26              expiry of --
27                (a) 3 years after the commencement day; or
28                (b) such longer period as the Commissioner may, on
29                       application made by the association, from time to time
30                       allow in writing.


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                     provisions
     Division 2      Transitional provisions
     s. 199


1       (3)     To allow time for an incorporated association to which
2               section 190 applies to ensure that its rules comply with a new
3               requirement, the requirement does not apply to the association
4               until --
5                 (a) the expiry of 3 years after the incorporation of the
6                       association or the commencement of section 22,
7                       whichever is the later; or
8                 (b) such longer period as the Commissioner may, on
9                       application made by the association, from time to time
10                      allow in writing.

11   199.       Rules of existing incorporated associations to which
12              repealed Schedule 2 clause 4 applied
13      (1)     In this section --
14              exempted association means an incorporated association which
15              immediately before the commencement day had the benefit of
16              the exemption in Schedule 2 clause 4 of the repealed Act.
17      (2)     To allow time for an exempted association to ensure that its
18              rules comply with section 22, the requirements of that section
19              do not apply to the association until the expiry of --
20                (a) 3 years after the commencement day; or
21                (b) such longer period as the Commissioner may, on
22                      application made by the association, from time to time
23                      allow in writing.

24   200.       Rule alterations may be made by management committee
25      (1)     This section has effect despite the provisions of section 30(1).
26      (2)     The management committee of an incorporated association
27              may, by resolution made not later than 3 years after the
28              commencement day, make any alteration to the rules of the
29              association that --
30                (a) is required to ensure that the rules comply with
31                      section 22; and


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                                                         provisions
                                            Transitional provisions   Division 2
                                                                           s. 201


1              (b)   does no more than give effect to a requirement,
2                    restriction or prohibition imposed under the authority of
3                    this Act.
4       (3)   An alteration referred to in subsection (2) does not take effect
5             unless it is approved by the Commissioner.
6       (4)   The incorporated association, within 28 days after the
7             management committee passes a resolution under subsection (2)
8             to alter the rules of the association, must lodge the required
9             documents with the Commissioner.
10            Penalty: a fine of $1 000.
11      (5)   Section 30(4) and (5) apply with all necessary changes for the
12            purposes of subsection (4) and in particular apply as if all
13            references to "special" were deleted.
14      (6)   If the alteration is approved, the incorporated association must
15            give notice of the alteration to its members with notice of the
16            next annual general meeting of the association after the approval
17            is given.

18   201.     Model rules apply if rules are not made compliant
19      (1)   In this section --
20            transition period, in relation to an incorporated association,
21            means the period allowed by or under section 198 or 199 for the
22            association to ensure that its rules comply with section 22.
23      (2)   If, at the end of the transition period in relation to an
24            incorporated association, the rules of the association do not
25            comply with section 22, the model rules apply as the rules of the
26            association to the extent that the association's rules do not --
27               (a) address a matter referred to in Schedule 1 Division 1; or
28              (b) comply with any applicable requirement under
29                     Schedule 1 Division 2.




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     Associations Incorporation Bill 2014
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                     provisions
     Division 2      Transitional provisions
     s. 202


1    202.       Act modifications pending alteration of rules
2       (1)     This section is to apply where, on the commencement day, the
3               rules of --
4                 (a) an existing incorporated association; or
5                 (b) an association to which section 190 applies,
6               require alteration to include the provisions required by
7               Schedule 1 Division 1 item 19, and is to so apply pending the
8               alteration being made within the time allowed by this
9               Subdivision.
10      (2)     Section 133(1) is to apply in respect of an association referred to
11              in subsection (1) as if section 133(1)(a) were omitted.

12     Subdivision 5 -- Other things to be done by existing incorporated
13          associations and section 190 incorporated associations

14   203.       Notification of addresses
15      (1)     An existing incorporated association must, not later than
16              90 days after the commencement day, lodge with the
17              Commissioner --
18                (a) a notice in writing of the address of the association; and
19               (b) a notice in writing of an address or postal address for
20                     service of any process, notice or other document on the
21                     association.
22      (2)     An incorporated association to which section 190 applies must,
23              not later than 90 days after the association is incorporated, lodge
24              with the Commissioner --
25                (a) a notice in writing of the address of the association; and
26               (b) a notice in writing of an address or postal address for
27                      service of any process, notice or other document on the
28                      association.




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                                            Transitional provisions   Division 2
                                                                           s. 204


1                      Subdivision 6 -- Other provisions

2    204.     New section 50 applies where time is already running under
3             section 23 of repealed Act
4             The application of section 50(1) extends to an incorporated
5             association in respect of which the period of 4 months
6             mentioned in section 23 of the repealed Act was running
7             immediately before the commencement of that section.

8    205.     When accounting and financial reporting provisions start to
9             apply to existing incorporated associations
10      (1)   In this section --
11            new accounting and financial reporting requirements means
12            Part 5 Divisions 1, 2 (except section 67), 3 and 5.
13      (2)   The new accounting and financial reporting requirements apply
14            in respect of each financial year of an existing incorporated
15            association that commences on or after 1 July 2016.
16      (3)   In respect of a financial year of an existing incorporated
17            association commencing before 1 July 2016, sections 25 and 26
18            of the repealed Act apply to the association as if they had not
19            been repealed.
20      (4)   Except as provided in subsections (2) and (3), Part 5 is to apply
21            to an existing incorporated association on and after the
22            commencement day.

23   206.     Auditor's appointments
24            A person who was an auditor of an existing incorporated
25            association immediately before the commencement day is to be
26            regarded as having been appointed by the incorporated
27            association under Part 5 Division 7.




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                     provisions
     Division 2      Transitional provisions
     s. 207


1    207.       Property vested under section 36 of repealed Act
2               If immediately before the commencement day property of an
3               incorporated association is vested in the Commissioner under
4               section 36 of the repealed Act --
5                  (a) the Commissioner may perform the functions conferred
6                       by that section in respect of the association and its
7                       property; and
8                 (b) section 36(2) and (3) of the repealed Act are to apply,
9               as if that section had not been repealed.

10   208.       Constructive notice under section 168 of this Act
11              The rights, liabilities and remedies of persons in respect of acts,
12              omissions, circumstances and things that occurred before the
13              commencement of section 168 are to be determined as if that
14              section had not been enacted.

15   209.       Time limit under section 180 of this Act
16              Section 180 does not apply to an offence committed against the
17              repealed Act.

18   210.       References in written laws
19              A reference in a written law to an association incorporated
20              under this Act includes a reference to an existing incorporated
21              association that is taken by section 188 to be incorporated under
22              this Act.

23               Subdivision 7 -- Further provision may be made

24   211.       Regulations
25      (1)     The regulations may make provision for a transitional matter if
26              there is no sufficient provision made in this Division for the
27              matter.




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                                            Transitional provisions   Division 2
                                                                           s. 211


1      (2)   If in the opinion of the Minister an anomaly arises in the
2            carrying out of any provision of this Division, the regulations
3            may --
4               (a) modify that provision to remove the anomaly; and
5              (b) make such provision as is necessary or expedient to
6                     carry out the intention of that provision.
7      (3)   No regulation may be made under this section to come into
8            operation more than 2 years after the commencement day.
9      (4)   Regulations made for the purposes of this section may provide
10           that a specific provision of this Act --
11             (a) is not to apply; or
12             (b) is to apply with any specific modification,
13           to or in relation to a matter.
14     (5)   Regulations made for the purposes of this section may provide
15           that a state of affairs is taken to have existed, or not to have
16           existed, on and from a day that is --
17             (a) earlier than the day on which the regulations are
18                    published in the Gazette; but
19             (b) not earlier than the day on which this Act came into
20                    operation.
21     (6)   A provision referred to in subsection (5) does not operate so
22           as --
23             (a) to affect in a manner prejudicial to any person (other
24                  than the State) the rights of that person existing before
25                  the day on which the regulations are published in the
26                  Gazette; or
27             (b) to impose liabilities on any person (other than the State)
28                  in respect of anything done or omitted to be done before
29                  that day.




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     s. 212



1                 Part 17 -- Consequential amendments
2    212.       Child Care Services Act 2007 amended
3       (1)     This section amends the Child Care Services Act 2007.
4       (2)     In section 3 in the definition of managerial officer
5               paragraph (a) delete "Associations Incorporation Act 1987
6               section 3(1)," and insert:
7

8               Associations Incorporation Act 2014 section 3,
9


10   213.       Cremation Act 1929 amended
11      (1)     This section amends the Cremation Act 1929.
12      (2)     Before section 4(1) insert:
13

14            (1A)    In subsection (1)(b) --
15                    association means an association incorporated, or
16                    taken to be incorporated, under the Associations
17                    Incorporation Act 2014.
18

19      (3)     In section 4(1)(b) delete "incorporated under the Associations
20              Incorporation Act 1895,".

21   214.       Criminal Procedure Act 2004 amended
22      (1)     This section amends the Criminal Procedure Act 2004.
23      (2)     In Schedule 2 clause 4(2)(c) delete "1987 section 41" and insert:
24

25              2014 section 176
26




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                                     Consequential amendments         Part 17

                                                                        s. 215



1    215.     Education Service Providers (Full Fee Overseas Students)
2             Registration Act 1991 amended
3       (1)   This section amends the Education Service Providers (Full Fee
4             Overseas Students) Registration Act 1991.
5       (2)   In section 11(a)(ii):
6               (a) delete "1987" and insert:
7

8                    2014
9

10             (b)   after "members of the" insert:
11

12                   management
13


14   216.     Electricity Corporations Act 2005 amended
15      (1)   This section amends the Electricity Corporations Act 2005.
16      (2)   In section 65(3)(a) after "member of the" insert:
17

18            management
19


20   217.     Gaming and Wagering Commission Act 1987 amended
21      (1)   This section amends the Gaming and Wagering Commission
22            Act 1987.
23      (2)   In section 38(b) delete "incorporated under the Associations
24            Incorporation Act 1987," and insert:
25

26            incorporated, or taken to be incorporated, under the
27            Associations Incorporation Act 2014,
28




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     s. 218



1    218.       Hale School Act 1876 amended
2       (1)     This section amends the Hale School Act 1876.
3       (2)     In section 1A in the definition of Association delete
4               "incorporated under the Associations Incorporation Act 1987,"
5               and insert:
6

7               taken to be incorporated under the Associations Incorporation
8               Act 2014,
9

10      (3)     In section 9 delete "1987," and insert:
11

12              2014,
13


14   219.       Insurance Commission of Western Australia Act 1986
15              amended
16      (1)     This section amends the Insurance Commission of Western
17              Australia Act 1986.
18      (2)     In section 3 in the definition of community organisation
19              paragraph (a) delete "incorporated under the Associations
20              Incorporation Act 1987; or" and insert:
21

22              incorporated, or taken to be incorporated, under the
23              Associations Incorporation Act 2014; or
24


25   220.       Law Society Public Purposes Trust Act 1985 amended
26      (1)     This section amends the Law Society Public Purposes Trust
27              Act 1985.




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                                                                        s. 221



1       (2)   In section 2(1) in the definition of Law Society delete
2             "established under the Associations Incorporation Act 1895;"
3             and insert:
4

5             taken to be incorporated under the Associations Incorporation
6             Act 2014;
7


8    221.     Legal Aid Commission Act 1976 amended
9       (1)   This section amends the Legal Aid Commission Act 1976.
10      (2)   In section 4(1) in the definition of Law Society delete
11            "incorporated under the Associations Incorporation Act 1895;"
12            and insert:
13

14            taken to be incorporated under the Associations Incorporation
15            Act 2014;
16


17   222.     Liquor Control Act 1988 amended
18      (1)   This section amends the Liquor Control Act 1988.
19      (2)   In section 37(2A) delete "incorporated under the Associations
20            Incorporation Act 1987" and insert:
21

22            incorporated, or taken to be incorporated, under the
23            Associations Incorporation Act 2014
24


25   223.     Local Government Act 1995 amended
26      (1)   This section amends the Local Government Act 1995.




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     s. 224



1       (2)     In section 5.74 in the definition of corporation paragraph (e)
2               delete "incorporated under the Associations Incorporation
3               Act 1987;" and insert:
4

5               incorporated, or taken to be incorporated, under the
6               Associations Incorporation Act 2014;
7


8    224.       Members of Parliament (Financial Interests) Act 1992
9               amended
10      (1)     This section amends the Members of Parliament (Financial
11              Interests) Act 1992.
12      (2)     In section 3(1) in the definition of corporation paragraph (e)
13              delete "incorporated under the Associations Incorporation
14              Act 1987;" and insert:
15

16              incorporated, or taken to be incorporated, under the
17              Associations Incorporation Act 2014;
18


19   225.       Pharmacy Act 2010 amended
20      (1)     This section amends the Pharmacy Act 2010.
21      (2)     In section 3(1) in the definition of preserved company delete
22              "association incorporated under the Associations Incorporation
23              Act 1987;" and insert:
24

25              association taken to be incorporated under the Associations
26              Incorporation Act 2014;
27


28   226.       Planning and Development Act 2005 amended
29      (1)     This section amends the Planning and Development Act 2005.



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                                                                           s. 227



1       (2)   In section 182(2)(b) delete "Australia and incorporated under
2             the Associations Incorporation Act 1987." and insert:
3

4             Australia, an incorporated association under the Associations
5             Incorporation Act 2014.
6


7    227.     Racing and Wagering Western Australia Act 2003 amended
8       (1)   This section amends the Racing and Wagering Western
9             Australia Act 2003.
10      (2)   In section 32(5)(a) after "member of the" insert:
11

12            management
13


14   228.     School Education Act 1999 amended
15      (1)   This section amends the School Education Act 1999.
16      (2)   In section 124 insert in alphabetical order:
17

18                   incorporated association has the same meaning as in
19                   the Associations Incorporation Act 2014 section 3;
20

21            Note: The heading to amended section 124 is to read:

22                  Terms used

23      (3)   In section 137(2) delete "under the Associations Incorporation
24            Act 1987".
25      (4)   In section 138(1) delete "association under the Associations
26            Incorporation Act 1987." and insert:
27

28            association.
29



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     s. 229



1       (5)     In section 139(1) delete "under the Associations Incorporation
2               Act 1987".
3       (6)     In sections 139(2) and 148(2)(b) delete "section 31 of " and
4               insert:
5

6               Schedule 4 to
7

8       (7)     In the provisions listed in the Table delete "1987" and insert:
9

10              2014
11

12                                        Table
       s. 130(3)(a)(ii)                        s. 139(2) and (3)

       s. 141 def. of incorporated             s. 145(3)
       association

       s. 148(2) and (3)                       s. 195(1)(a)

13   229.       Taxation Administration Act 2003 amended
14      (1)     This section amends the Taxation Administration Act 2003.
15      (2)     Delete section 67(11)(b) and insert:
16

17                     (b)      a director of a body that is incorporated or
18                              taken to be incorporated under the Associations
19                              Incorporation Act 2014.
20


21   230.       Volunteers and Food and Other Donors (Protection from
22              Liability) Act 2002 amended
23      (1)     This section amends the Volunteers and Food and Other
24              Donors (Protection from Liability) Act 2002.

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                                                                           s. 231



1       (2)   In section 3(1) in the definition of community work:
2               (a) delete paragraph (j);
3               (b) after each of paragraphs (a) to (i) insert:
4

5                    or
6


7    231.     Water Corporations Act 1995 amended
8       (1)   This section amends the Water Corporations Act 1995.
9       (2)   In section 31(5)(a) after "member of the" insert:
10

11            management
12


13   232.     References to "1987" amended to "2014" in various Acts
14      (1)   This section amends the Acts listed in the Table.
15      (2)   In the provisions listed in the Table delete "1987" and insert:
16

17            2014
18

19                                     Table
       Co-operatives Act 2009              s. 305(1)(b)

       Equal Opportunity Act 1984          s. 4(1) def. of incorporated
                                           association

       Fish Resources Management           s. 4(1) def. of Aboriginal body
       Act 1994                            corporate par. (b)

       Housing Act 1980                    s. 62A def. of Aboriginal entity
                                           par. (d)



                                                                       page 141
Associations Incorporation Bill 2014
Part 17         Consequential amendments

s. 232




  Liquor Control Act 1988           s. 49(1)(a)(i) and (6), Sch. 2
                                    Div. 1 cl. 1 def. of League,
                                    Sch. 2 Div. 2 cl. 1 def. of
                                    Association

  Volunteers and Food and Other     s. 3(1) def. of community
  Donors (Protection from           organisation par. (b)
  Liability) Act 2002

  Western Australian Treasury       Sch. 1 it. 1
  Corporation Act 1986




page 142
                                              Associations Incorporation Bill 2014
               Matters to be provided for in rules of an incorporated  Schedule 1
                                                           association
                                            Matters to be addressed     Division 1



1         Schedule 1 -- Matters to be provided for in rules of an
2                      incorporated association
3                                            [s. 3, 22, 23, 26, 28, 133, 182 and 202]

4                     Division 1 -- Matters to be addressed
5    1.       The name of the incorporated association.
6    2.       The objects or purposes of the incorporated association.
7    3.       The qualifications (if any) for membership of the incorporated
8             association and provision for when membership commences and
9             when it ceases.
10   4.       The register of members of the incorporated association.
11   5.       The entrance fees, subscriptions and other amounts (if any) to be paid
12            by members of the incorporated association.
13   6.       The name, constitution, membership and powers of the management
14            committee or other body having the management of the incorporated
15            association (in this clause referred to as the committee) and provision
16            for the following --
17               (a) the election or appointment of members of the committee;
18               (b) the terms of office of members of the committee;
19               (c) the grounds on which, or reasons for which, the office of a
20                   member of the committee shall become vacant;
21               (d) the filling of casual vacancies occurring on the committee;
22               (e) the quorum and procedure at meetings of the committee;
23               (f) the making and keeping of records of the proceedings at
24                   meetings of the committee;
25               (g) subject to Division 2 clause 1, the circumstances (if any) in
26                   which payment may be made to a member of the committee
27                   out of the funds of the association.
28   7.       The quorum and procedure at general meetings of members of the
29            incorporated association.




                                                                            page 143
     Associations Incorporation Bill 2014
     Schedule 1      Matters to be provided for in rules of an incorporated
                     association
     Division 1      Matters to be addressed



1    8.         The notification of members or classes of members of general
2               meetings of the incorporated association and their rights to attend and
3               vote at those meetings.
4    9.         The time within which, and manner in which, notices of general
5               meetings and notices of motion are to be given, published or
6               circulated.
7    10.        Subject to Division 2 clause 3, the number of members, expressed as a
8               percentage of membership, who may at any time require that a general
9               meeting of the incorporated association be convened.
10   11.        The manner in which the funds of the association are to be controlled.
11   12.        Subject to Division 2 clauses 4 and 5, the day in each year on which
12              the financial year of the incorporated association commences.
13   13.        The intervals between general meetings of members of the
14              incorporated association and the manner of calling general meetings.
15   14.        The manner of altering and rescinding the rules and of making
16              additional rules of the incorporated association.
17   15.        Provisions for the custody and use of the common seal of the
18              incorporated association, if it has one.
19   16.        The custody of books and securities of the incorporated association.
20   17.        The inspection by members of the incorporated association of records
21              and documents of the incorporated association.
22   18.        A procedure for dealing with any dispute under or relating to the
23              rules --
24                (a) between members; or
25                (b) between members and the incorporated association.
26   19.        Subject to section 24, the manner in which surplus property of the
27              incorporated association must be distributed or dealt with if the
28              association is wound up or its incorporation is cancelled.




     page 144
                                                 Associations Incorporation Bill 2014
                  Matters to be provided for in rules of an incorporated  Schedule 1
                                                              association
                               Particular requirements for certain rules   Division 2
                                                                                  cl. 1



1               Division 2 -- Particular requirements for certain rules

2    1.          Payment to members of management committee
3         (1)    Any rules made as mentioned in Division 1 item 6(g) are to provide
4                for payment to be made to a member of the management committee of
5                an incorporated association out of the funds of the association only if
6                the payment is authorised by resolution of the association.
7         (2)    Subclause (1) does not apply to payment to a member of the
8                management committee for out-of-pocket expenses for travel and
9                accommodation in connection with the performance of the member's
10               functions.

11   2.          Entitlement of members in respect of general meetings
12               The rules made as mentioned in Division 1 item 8 must provide for all
13               members of the incorporated association to be entitled to receive
14               notice of and to attend any general meeting of the association.

15   3.          Number of members who may call a general meeting
16               The rules made for the purpose of Division 1 item 10 cannot specify
17               greater than the prescribed percentage of members as the number of
18               members who may at any time require that a general meeting be
19               convened in accordance with the rules of the incorporated association.

20   4.          Financial year of associations incorporated under this Act
21        (1)    In this clause --
22               rules means rules made for the purposes of Division 1 item 12.
23        (2)    This clause applies to an association that is incorporated on or after
24               the day on which section 4 comes into operation, other than an
25               incorporated association to which section 190(3) applies.
26        (3)    The first financial year of an incorporated association after its
27               incorporation is to be a period fixed by its rules, but not exceeding
28               15 months commencing on the day of incorporation.
29        (4)    Subsequent financial years of an incorporated association are to be the
30               period of 12 months commencing at the termination of the first
31               financial year or the anniversary of that termination.

                                                                                page 145
     Associations Incorporation Bill 2014
     Schedule 1      Matters to be provided for in rules of an incorporated
                     association
     Division 2      Particular requirements for certain rules
     cl. 5


1         (5)   Subclause (4) does not limit the power of an incorporated association
2               to amend its rules so that its financial year is some other period of
3               12 months and, if it does so, an initial period of more or less than
4               12 months may be determined to be the financial year so far as is
5               necessary for the transition from one period to another.

6    5.         Transitional provisions as to financial year of associations
7               incorporated under the repealed Act
8         (1)   In this clause --
9               rules means rules as to the day in each year on which the financial
10              year of the incorporated association commences.
11        (2)   This clause applies to --
12                (a)    an association that is an incorporated association immediately
13                       before section 4 comes into operation; and
14                (b)    an incorporated association to which section 191 applies.
15        (3)   Subject to section 199, the financial year of an incorporated
16              association to which this clause applies is to be a period of 12 months
17              fixed by its rules.
18        (4)   Subclause (3) does not limit the power of an incorporated association
19              to alter the provision in its rules that fixes its financial year.
20        (5)   If --
21                 (a)   the period fixed by an incorporated association for the
22                       purposes of subclause (3) is different from the period
23                       previously applicable to the association; or
24                (b)    an incorporated association alters its rules as mentioned in
25                       subclause (4),
26              an initial period of more or less than 12 months may be determined to
27              be the financial year so far as is necessary for the transition from one
28              period to another.
29        (6)   Until an incorporated association to which this clause applies amends
30              its rules for the purposes of Division 1 item 12 --
31                (a)    the financial year of the association continues to be that
32                       applicable immediately before section 4 came into operation;
33                       and


     page 146
                                   Associations Incorporation Bill 2014
    Matters to be provided for in rules of an incorporated  Schedule 1
                                                association
                 Particular requirements for certain rules   Division 2
                                                                    cl. 5


1   (b)   the definition of financial year in section 3 is taken to
2         provide accordingly.




                                                                 page 147
     Associations Incorporation Bill 2014
     Schedule 2      Vesting of property and liabilities on amalgamation

     cl. 1



1            Schedule 2 -- Vesting of property and liabilities
2                          on amalgamation
3                                                                                [s. 108]

4    1.         Terms used
5               In this Schedule, unless the contrary intention appears --
6               former association means an incorporated association that is a party
7               to an amalgamation under Part 7;
8               incorporated association means a new body that is incorporated
9               under section 106.

10   2.         Transfer of property and liabilities and related provisions
11              On the incorporation of an association under section 106 --
12               (a) the property of a former association vests, by virtue of this
13                      clause, in the incorporated association; and
14                (b)   the rights and liabilities of a former association become, by
15                      virtue of this clause, the rights and liabilities of the
16                      incorporated association; and
17                (c)   proceedings by or against a former association subsisting
18                      immediately before the incorporation may be continued by or
19                      against the incorporated association; and
20                (d)   proceedings that might have been brought by or against a
21                      former association immediately before the incorporation may
22                      be commenced by or against the incorporated association;
23                      and
24                (e)   any act, matter or thing done or omitted to be done before the
25                      incorporation by, to or in respect of a former association is, to
26                      the extent to which the act, matter or thing has any force or
27                      effect, taken to have been done or omitted by, to or in respect
28                      of the incorporated association; and
29                (f)   a reference in an agreement or instrument to a former
30                      association is unless --
31                        (i)   the context otherwise requires; or




     page 148
                                          Associations Incorporation Bill 2014
             Vesting of property and liabilities on amalgamation  Schedule 2

                                                                                cl. 3



1                   (ii)   the regulations otherwise provide,
2         to be read as, or as including, a reference to the incorporated
3         association.

4    3.   Trusts etc. not affected
5         Any property vested in an incorporated association by clause 2 is
6         vested subject to any trust, restriction or obligation to which the
7         property was subject immediately before it became so vested.

8    4.   Notation of registers
9         On --
10          (a)   the application of an incorporated association in which any
11                estate or interest in land has been vested by clause 2; and
12          (b)   the production of such duplicate instruments of title and other
13                documents as the Registrar of Titles or the Registrar of Deeds
14                and Transfers may require,
15        the relevant official is to record and register the vesting in the
16        appropriate manner.




                                                                            page 149
     Associations Incorporation Bill 2014
     Schedule 3      Modifications to text of Corporations Act




1         Schedule 3 -- Modifications to text of Corporations Act
2                                                             [s. 120, 121, 122 and 125]
3    1.         A reference to a company or body is to be read as a reference to an
4               incorporated association.
5    2.         A reference in Part 5.7 to a Part 5.7 body is to be read as a reference
6               to an incorporated association.
7    3.         A reference to the board of a body corporate is to be read as a
8               reference to the management committee of an incorporated
9               association.
10   4.         A reference to the directors of a company is to be read as a reference
11              to the members of the management committee of an incorporated
12              association.
13   5.         A reference to the secretary of a company is to be read as a reference
14              to the secretary of an incorporated association or the person carrying
15              out the functions ordinarily carried out by the secretary of an
16              incorporated association.
17   6.         A reference to an officer of a company is to be read as a reference to
18              an officer of an incorporated association.
19   7.         A reference to the principal place of business of a company is to be
20              read as a reference to the address of an incorporated association given
21              to the Commissioner under section 7(2)(a), 103(1), 175 or 203, as the
22              case may be.
23   8.         A reference to a company carrying on business is to be read as a
24              reference to an incorporated association pursuing its objects or
25              purposes.
26   9.         A reference to ASIC is to be read as a reference to the Commissioner.
27   10.        A reference to the Court is to be read as a reference to the Supreme
28              Court.
29   11.        A reference to the deregistration of a company is to be read as a
30              reference to the cancellation of the incorporation of an association.
31   12.        A reference to a special resolution is to be read as a reference to a
32              special resolution within the meaning of this Act.
33   13.        A reference to a contributory of a company is to be read as a reference
34              to a member of an incorporated association.

     page 150
                                          Associations Incorporation Bill 2014
                        Modifications to text of Corporations Act Schedule 3




1   14.   A reference to a registered company auditor or an auditor is to be read
2         as a reference to a person, firm or company authorised to audit the
3         financial statements of an incorporated association under this Act.




                                                                       page 151
     Associations Incorporation Bill 2014
     Schedule 4      Grounds for winding up by Supreme Court




1     Schedule 4 -- Grounds for winding up by Supreme Court
2                                                                       [s. 123 and 124]
3    1.         The incorporated association was not at the time of incorporation
4               eligible for incorporation under this Act.
5    2.         The incorporation of the association was obtained by fraud or
6               mistake.
7    3.         The incorporated association is contravening section 17.
8    4.         The incorporated association has suspended its operations, or has in
9               effect been dormant, for a whole year or more.
10   5.         The incorporated association is unable to pay its debts as and when
11              they become due and payable.
12   6.         The incorporated association has engaged in activities outside the
13              scope of its objects or purposes or has ceased to pursue those objects
14              or purposes.
15   7.         The management committee of the incorporated association has acted
16              oppressively in relation to members.
17   8.         The following circumstances apply --
18                (a) the incorporated association has contravened a provision of
19                    this Act that applies to it; and
20                (b) the Commissioner has by notice in writing given to the
21                    association required the association to remedy the
22                    contravention within 60 days after the notice was given; but
23                (c) the association has failed or refused to do so.
24   9.         The incorporated association has by special resolution resolved that it
25              be wound up by the Supreme Court.
26   10.        The Supreme Court is of the opinion that it is just and equitable that
27              the incorporated association should be wound up.

28




     page 152
                                                           Associations Incorporation Bill 2014



                                                                                                     Defined terms



                                         Defined terms
      [This is a list of terms defined and the provisions where they are defined.
                             The list is not part of the law.]
Defined term                                                                                               Provision(s)
a repealed Act ....................................................................................................... 3
accounting standards ........................................................................................... 62
activity ............................................................................................................. 5(3)
address ........................................................................................................... 58(1)
affected person ............................................................................................. 169(1)
alter ....................................................................................................................... 3
approved form ....................................................................................................... 3
association............................................................................................................. 3
auditing standards ............................................................................................... 62
authorised person ................................................................................... 61(1), 171
body ............................................................................................................. 134(1)
body corporate ............................................................................................. 100(1)
books ..................................................................................................................... 3
business judgment .......................................................................................... 44(3)
commencement day .......................................................................................... 186
Commissioner ....................................................................................................... 3
Corporations Act ................................................................................................... 3
Department ........................................................................................................... 3
distribution plan ................................................................................................ 128
executive officer .......................................................................................... 153(1)
exempted association ................................................................................... 199(1)
existing incorporated association ...................................................................... 186
financial records.................................................................................................. 62
financial report .................................................................................................... 62
financial statements............................................................................................. 62
financial year ........................................................................................................ 3
former association ................................................................................. Sch. 2 cl. 1
full voting rights.................................................................................................... 3
incorporated association.................................................................... 3, Sch. 2 cl. 1
liability .................................................................................................................. 3
management committee ........................................................................................ 3
meeting .......................................................................................................... 61(1)
model rules............................................................................................................ 3
new accounting and financial reporting requirements ................................. 205(1)
new body .............................................................................................. 101, 102(1)
new requirement .......................................................................................... 198(1)
officer .................................................................................................................... 3
other person ................................................................................................. 127(3)
other persons ................................................................................................ 112(1)


                                                                                                              page 153
Associations Incorporation Bill 2014



Defined terms



      personal information .................................................................................... 162(5)
      prescribed body corporate ................................................................................... 92
      property ................................................................................................................. 3
      public authority ............................................................................................ 134(1)
      relevant contract ........................................................................................... 134(1)
      relevant documents and records ..................................................................... 41(1)
      relevant office holder ..................................................................................... 60(1)
      repealed provision ........................................................................................ 194(1)
      reviewable decision...................................................................................... 169(1)
      rules .................................................................................... Sch. 1 cl. 4(1), cl. 5(1)
      special resolution .................................................................................................. 3
      specified .............................................................................................60(1), 160(1)
      surplus property .................................................................................................... 3
      the repealed Act .................................................................................................... 3
      tier 1 association ...................................................................................... 62, 64(1)
      tier 2 association ...................................................................................... 62, 64(2)
      tier 3 association ...................................................................................... 62, 64(3)
      transition period ........................................................................................... 201(1)




 


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