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This is a Bill, not an Act. For current law, see the Acts databases.
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 page ii 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 page iii 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 page iv Associations Incorporation Bill 2014 Contents 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 page v 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 page vi Associations Incorporation Bill 2014 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 page vii 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 page viii 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 page ix 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 page x 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 page xi 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; page 8 Associations Incorporation Bill 2014 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. page 9 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. page 10 Associations Incorporation Bill 2014 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 page 11 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 page 12 Associations Incorporation Bill 2014 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; page 13 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. page 14 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. page 15 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 page 17 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. page 18 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; page 19 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. page 20 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. page 21 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 page 22 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; page 23 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. page 24 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. page 25 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 page 26 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). page 45 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 1 Preliminary s. 63 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. page 46 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 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). page 47 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 2 Financial records s. 65 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. page 48 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 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 page 49 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 3 Financial statements and reports s. 70 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. page 50 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 Financial statements and reports Division 3 s. 71 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. page 51 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability 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 page 52 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 Special audit Division 4 s. 75 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 page 53 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 5 Reviews and audits s. 78 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 page 54 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 Reviews and audits Division 5 s. 81 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 page 55 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 5 Reviews and audits s. 82 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. page 56 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 Reviews and audits Division 5 s. 83 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. page 57 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability 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. page 58 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 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. page 59 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 7 Appointment and removal of reviewers and auditors s. 86 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. page 60 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 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. page 61 Associations Incorporation Bill 2014 Part 5 Financial records, reporting and accountability Division 7 Appointment and removal of reviewers and auditors s. 88 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. page 62 Associations Incorporation Bill 2014 Financial records, reporting and accountability Part 5 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 page 63 Associations Incorporation Bill 2014 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. page 64 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 page 65 Associations Incorporation Bill 2014 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. page 66 Associations Incorporation Bill 2014 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. page 67 Associations Incorporation Bill 2014 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. page 68 Associations Incorporation Bill 2014 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 page 69 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 page 70 Associations Incorporation Bill 2014 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 page 72 Associations Incorporation Bill 2014 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 page 74 Associations Incorporation Bill 2014 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 Associations Incorporation Bill 2014 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 page 78 Associations Incorporation Bill 2014 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 page 79 Associations Incorporation Bill 2014 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. page 80 Associations Incorporation Bill 2014 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. page 82 Associations Incorporation Bill 2014 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. page 83 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. page 84 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 page 85 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. page 86 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 page 87 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. page 88 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. page 89 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. page 90 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 page 91 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 page 92 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. page 93 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. page 94 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. page 96 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. page 97 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. page 98 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 page 100 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 page 121 Associations Incorporation Bill 2014 Part 15 Miscellaneous s. 184 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. page 122 Associations Incorporation Bill 2014 Repeal of Associations Incorporation Act 1987 and transitional Part 16 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. page 123 Associations Incorporation Bill 2014 Part 16 Repeal of Associations Incorporation Act 1987 and transitional 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 page 124 Associations Incorporation Bill 2014 Repeal of Associations Incorporation Act 1987 and transitional Part 16 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. page 125 Associations Incorporation Bill 2014 Part 16 Repeal of Associations Incorporation Act 1987 and transitional 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 page 126 Associations Incorporation Bill 2014 Repeal of Associations Incorporation Act 1987 and transitional Part 16 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. page 127 Associations Incorporation Bill 2014 Part 16 Repeal of Associations Incorporation Act 1987 and transitional 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 page 128 Associations Incorporation Bill 2014 Repeal of Associations Incorporation Act 1987 and transitional Part 16 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. page 129 Associations Incorporation Bill 2014 Part 16 Repeal of Associations Incorporation Act 1987 and transitional 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. page 130 Associations Incorporation Bill 2014 Repeal of Associations Incorporation Act 1987 and transitional Part 16 provisions 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. page 131 Associations Incorporation Bill 2014 Part 16 Repeal of Associations Incorporation Act 1987 and transitional 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. page 132 Associations Incorporation Bill 2014 Repeal of Associations Incorporation Act 1987 and transitional Part 16 provisions 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. page 133 Associations Incorporation Bill 2014 Part 17 Consequential amendments 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 page 134 Associations Incorporation Bill 2014 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 page 135 Associations Incorporation Bill 2014 Part 17 Consequential amendments 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. page 136 Associations Incorporation Bill 2014 Consequential amendments Part 17 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. page 137 Associations Incorporation Bill 2014 Part 17 Consequential amendments 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. page 138 Associations Incorporation Bill 2014 Consequential amendments Part 17 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 page 139 Associations Incorporation Bill 2014 Part 17 Consequential amendments 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. page 140 Associations Incorporation Bill 2014 Consequential amendments Part 17 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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