Associations Incorporation Act 2015

 

Associations Incorporation Act 2015

Contents

Part 1 — Preliminary

1.Short title2

2.Commencement2

3.Terms used2

Part 2 — Incorporation of association

Division 1 — Eligibility

4.Associations eligible for incorporation5

5.Associations not eligible for incorporation6

6.Regulations may declare associations to be ineligible8

Division 2 — Requirements for application for incorporation

7.Application to Commissioner8

8.Commissioner may require public notice of application for incorporation9

9.Request for refusal of incorporation9

Division 3 — Incorporation

10.Incorporation of association10

11.Refusal of incorporation11

12.Restrictions as to names of associations11

13.Effect of incorporation12

14.Powers of incorporated association13

15.Manner in which contract may be made13

16.When contract affected by deficiency in association’s legal capacity14

17.Requirements of section 4 continue after incorporation15

18.Certain property vests in incorporated association15

19.Liability of members of management committee, trustees and members16

20.Issue of replacement certificate16

Part 3 — Rules

Division 1 — Rules of incorporated association

21.Effect of rules17

22.General requirements for content of rules17

23.Commissioner may exempt from requirement of section 2218

24.Restriction on distribution of surplus property19

25.Commissioner may approve variation of provision implied by section 2420

26.Model rules21

27.Rules of associations existing at the commencement of section 18522

28.Rules of an incorporated association22

29.Adoption of model rules23

Division 2 — Alteration of rules

30.Alteration of rules24

31.Change of name by alteration of rules25

32.Corporate identity and other matters not affected by change of name26

33.Certain other rule alterations to be approved by Commissioner26

34.Request for refusal of change of name or other rule alterations27

Division 3 — Provision of rules to members

35.Rules to be available to members27

36.When member to receive copy of rules27

37.Further provision as to obligations under sections 35 and 3628

Part 4 — Management

Division 1 — Management committee

38.Management committee29

39.Persons who are not to be members of management committee29

40.Limitation of period for which section 39 applies to certain persons30

41.Handing over of documents and records when membership of management committee ceases30

Division 2 — Matters of material personal interest

42.Disclosure of material personal interest31

43.Voting on contract in which management committee member has a material personal interest32

Division 3 — Duties of officers

44.Duty of care and diligence33

45.Duty of good faith and proper purpose34

46.Use of position34

47.Use of information35

48.Interaction of sections 44 to 47 with other laws35

49.Reliance on information or advice35

Division 4 — Annual general meeting and special resolutions

50.Annual general meeting36

51.Requirements for special resolution37

52.Evidence of passing of resolution38

Division 5 — Register of members

53.Register to be maintained38

54.Inspection of register by member39

55.Commissioner may request copy of register39

56.Member may request copy of register40

57.Improper use of information in register40

Division 6 — Record of office holders

58.Record of office holders41

59.Commissioner may ask apparent office holders to provide information42

Division 7 — Direction by Commissioner to convene general meeting

60.Commissioner may direct that general meeting be convened43

61.Rights of Commissioner or a delegate at meeting44

Part 5 — Financial records, reporting and accountability

Division 1 — Preliminary

62.Terms used46

63.Financial reports of tier 2 and tier 3 associations47

64.Tier 1, tier 2 and tier 3 associations48

65.Commissioner may declare association to be tier 1 or tier 2 association49

Division 2 — Financial records

66.Obligation to keep financial records49

67.Retention of financial records49

Division 3 — Financial statements and reports

Subdivision 1 — Tier 1 associations

68.Obligation to prepare annual financial statements50

69.Review or audit of financial statements50

70.Financial reporting to annual general meeting and Commissioner51

Subdivision 2 — Tier 2 associations

71.Obligation to prepare annual financial report52

72.Review or audit of financial reports52

73.Financial reporting to annual general meeting and Commissioner53

Subdivision 3 — Tier 3 associations

74.Obligation to prepare annual financial report54

75.Audit of financial report54

76.Financial reporting to annual general meeting54

Division 4 — Special audit

77.Commissioner may require special audit to be carried out55

Division 5 — Reviews and audits

78.Review or audit to be conducted in accordance with auditing standards55

79.Working papers to be retained for 7 years55

80.Reviewer’s or auditor’s independence declaration56

81.Reviewer’s report on financial statements or financial report57

82.Auditor’s opinion and report on financial statements or financial report57

83.Reporting breaches of Act to Commissioner59

Division 6 — Provisions relating to reviewers and auditors generally

84.Fees and expenses60

85.Information and assistance60

86.Right to attend general meeting and be heard61

Division 7 — Appointment and removal of reviewers and auditors

87.Appointment of reviewer or auditor61

88.Qualifications for appointment63

89.Removal of reviewer or auditor by resolution63

90.Reviewer or auditor may make representations64

91.Exemption from section 90(2) requirements64

Part 6 — Transfer of incorporation

92.Term used: prescribed body corporate66

93.Incorporated association may apply for approval of registration or incorporation under another law66

94.Approval of Commissioner67

95.Commissioner may direct incorporated association to apply for other registration or incorporation68

96.Commissioner must give notice of intention to give direction69

97.SAT review of proposed direction or amendment70

98.Association must comply with section 95 direction70

99.Cancellation of incorporation under this Act71

100.Transition to incorporation under another law71

Part 7 — Amalgamation

101.Term used: new body73

102.Application for incorporation of body formed by amalgamation73

103.What must be included in application73

104.Commissioner may require public notice of application74

105.Request for refusal of incorporation of new body74

106.Incorporation of new body75

107.Time to be allowed for operation of section 10576

108.Vesting of property and liabilities in new body76

Part 8 — Statutory management of incorporated association

109.Application by Commissioner to appoint statutory manager77

110.State Administrative Tribunal may appoint statutory manager77

111.Effect of appointment of statutory manager78

112.Variation and revocation of order78

113.Duration of appointment79

114.Prerequisites of revocation of appointment79

115.Statutory manager to report to Commissioner80

116.Expenses of statutory management81

117.Protection from liability82

118.Additional powers of Commissioner82

119.Proceedings against association stayed83

Part 9 — Administration and winding up

Division 1 — Voluntary administration and winding up

120.Administration under Corporations Act85

121.Voluntary winding up under Corporations Act85

122.Further application of Corporations Act86

Division 2 — Winding up by Supreme Court

123.Grounds on which winding up may be ordered86

124.By whom application may be made86

125.Application of Corporations Act87

126.Cancellation of incorporation upon winding up by Supreme Court87

Division 3 — Offence related to incurring of debt

127.Duties of management committee members with respect to incurring of debt88

Part 10 — Cancellation of incorporation

Division 1 — Voluntary cancellation where there is property to be distributed

128.Term used: distribution plan90

129.Initiation of cancellation of incorporation under this Division90

130.Application for approval of distribution plan and cancellation91

131.Commissioner may require public notice of application91

132.Request for refusal to approve or cancel92

133.Content and operation of distribution plan92

134.Position where conditions attached to grant92

135.Approval of distribution plan93

136.Refusal to approve distribution plan94

137.Time limit for implementation of plan95

138.Duty of association95

139.Reporting to Commissioner95

140.Cancellation of incorporation under this Division96

Division 2 — Voluntary cancellation where there are no debts or surplus property

141.Application for cancellation under this Division96

142.Content of application97

143.Commissioner may grant application97

Division 3 — Cancellation of incorporation by Commissioner on certain grounds

144.Grounds on which Commissioner may act98

145.Commissioner may require association to show cause98

146.How association may show cause99

147.Cancellation of incorporation where cause not shown99

148.Powers in respect of property100

149.Property vested in the State101

Division 4 — General

150.Liabilities not affected by cancellation of incorporation101

151.Reinstatement of incorporation101

Part 11 — Exclusion from Corporations legislation

152.Excluded matters for Corporations Act section 5F103

Part 12 — Administration

Division 1 — General

153.Commissioner105

154.General functions of Commissioner105

155.Delegation by Commissioner106

156.Regulations for the provision of information to the Commissioner106

157.Commissioner may require documents relating to financial affairs to be produced107

158.Application of Fair Trading Act 2010 sections 61, 112 and 113107

159.Protection from liability108

160.Evidentiary provisions108

Division 2 — Information and documents kept by Commissioner

161.Commissioner must keep register of incorporated associations and other documents109

162.Inspection of register or documents110

163.Certification of document110

164.Destruction of documents by Commissioner111

165.Lodgment of documents111

166.Documents may be lodged by facsimile or electronic transmission111

167.Commissioner may refuse lodgment of document112

168.No constructive notice of contents of documents112

Part 13 — Review

169.Reviewable decisions of Commissioner114

170.Review by SAT of reviewable decisions116

Part 14 — Investigation and enforcement

171.Term used: authorised person117

172.Application of Fair Trading Act 2010 Part 6117

173.Infringement notices and the Criminal Procedure Act 2004118

Part 15 — Miscellaneous

174.Lodging notice of address for service119

175.Change of address119

176.Service on incorporated association119

177.False or misleading statements in documents: offence120

178.Commissioner may require statutory declaration120

179.Use of “Incorporated” restricted120

180.Time limit for commencing proceedings121

181.Commissioner or authorised person may commence prosecution121

182.Jurisdiction of SAT in respect of disputes121

183.Regulations122

184.Review of Act122

Part 16 — Repeal of Associations Incorporation Act 1987 and transitional provisions

Division 1 — Repeal

185.Associations Incorporation Act 1987 repealed124

Division 2 — Transitional provisions

Subdivision 1 — Preliminary

186.Terms used124

187.Saving124

Subdivision 2 — Existing incorporated associations

188.Incorporation continued124

189.Committee of existing incorporated association125

Subdivision 3 — Continuation of certain matters in progress

190.Existing applications for incorporation125

191.Rule alteration in progress125

192.Applications under repealed section 18 or 19 in progress126

193.Applications for extension of time under repealed section 23(1)126

194.Certain applications for review made but not determined126

195.Voluntary winding up in progress127

196.Notice given under repealed section 34(1)127

197.Notice given under repealed section 35128

Subdivision 4 — Alteration of rules by existing incorporated associations and section 190 incorporated associations

198.Alteration of rules128

199.Rules of existing incorporated associations to which repealed Schedule 2 clause 4 applied129

200.Rule alterations may be made by management committee129

201.Model rules apply if rules are not made compliant130

202.Act modifications pending alteration of rules131

Subdivision 5 — Other things to be done by existing incorporated associations and section 190 incorporated associations

203.Notification of addresses131

Subdivision 6 — Other provisions

204.New section 50 applies where time is already running under section 23 of repealed Act132

205.When accounting and financial reporting provisions start to apply to existing incorporated associations132

206.Auditor’s appointments132

207.Property vested under section 36 of repealed Act133

208.Constructive notice under section 168 of this Act133

209.Time limit under section 180 of this Act133

210.References in written laws133

Subdivision 7 — Further provision may be made

211.Regulations134

Part 17 — Consequential amendments

212.Child Care Services Act 2007 amended136

213.Cremation Act 1929 amended136

214.Criminal Procedure Act 2004 amended136

215.Education Service Providers (Full Fee Overseas Students) Registration Act 1991 amended137

216.Electricity Corporations Act 2005 amended137

217.Gaming and Wagering Commission Act 1987 amended137

218.Hale School Act 1876 amended138

219.Insurance Commission of Western Australia Act 1986 amended138

220.Law Society Public Purposes Trust Act 1985 amended138

221.Legal Aid Commission Act 1976 amended139

222.Liquor Control Act 1988 amended139

223.Local Government Act 1995 amended139

224.Members of Parliament (Financial Interests) Act 1992 amended140

225.Pharmacy Act 2010 amended140

226.Planning and Development Act 2005 amended140

227.Racing and Wagering Western Australia Act 2003 amended141

228.School Education Act 1999 amended141

229.Taxation Administration Act 2003 amended142

230.Volunteers and Food and Other Donors (Protection from Liability) Act 2002 amended143

231.Water Corporations Act 1995 amended143

232.References to “1987” amended to “2015” in various Acts143

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 committee147

2.Entitlement of members in respect of general meetings147

3.Number of members who may call a general meeting147

4.Financial year of associations incorporated under this Act147

5.Transitional provisions as to financial year of associations incorporated under the repealed Act148

Schedule 2 — Vesting of property and liabilities on amalgamation

1.Terms used150

2.Transfer of property and liabilities and related provisions150

3.Trusts etc. not affected151

4.Notation of registers151

Schedule 3 — Modifications to text of Corporations Act

Schedule 4 — Grounds for winding up by Supreme Court

Defined terms

 

Associations Incorporation Act 2015

No. 30 of 2015

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.

[Assented to 2 November 2015]

The Parliament of Western Australia enacts as follows:

 

Part 1  Preliminary

1.Short title

This is the Associations Incorporation Act 2015.

2.Commencement

This Act comes into operation as follows —

(a)sections 1 and 2 — on the day on which this Act receives the Royal Assent;

(b)the rest of the Act — on a day fixed by proclamation, and different days may be fixed for different provisions.

3.Terms used

In this Act, unless the contrary intention appears —

alter, in relation to the rules of an incorporated association, includes to add to, replace or rescind;

approved form means a form approved by the Commissioner for the purposes of the provision in which the term is used;

a repealed Act means —

(a)the Associations Incorporation Act 1987 repealed by section 185;

(b)the Associations Incorporation Act 1895 repealed by section 47 of the Act mentioned in paragraph (a);

association includes society, club, institution or body;

books includes the following —

(a)a register;

(b)financial records, financial statements or financial reports, as each of those terms is defined in section 62, however compiled, recorded or stored;

(c)a document;

(d)any other record of information;

Commissioner means the person for the time being designated as the Commissioner under section 153;

Corporations Act means the Corporations Act 2001 (Commonwealth);

Department means the department of the Public Service principally assisting in the administration of this Act;

financial year means the period provided for under Schedule 1 Division 2 clause 4 or 5;

full voting rights, in relation to an association, means the right to vote at its general meetings;

incorporated association means an association that is, or is taken to be, incorporated under this Act;

liability means any liability, duty or obligation whether actual, contingent or prospective, liquidated or unliquidated, and whether owed alone or jointly or jointly and severally with any other person;

management committee, in relation to an incorporated association, has the meaning given in section 38;

model rules means the model rules prescribed under section 26;

officer, of an incorporated association, means any of the following —

(a)a member of the management committee of the association;

(b)a person, including an employee of the association, who makes, or participates in making, decisions that affect the whole, or a substantial part, of the operations of the association;

(c)a person who has the capacity to significantly affect the association’s financial standing;

(d)a person in accordance with whose instructions or wishes the management committee of the association is accustomed to act (but excluding a person who gives advice to the association in the proper performance of functions attaching to the person’s professional capacity or to the person’s business relationship with members of the management committee or with the association);

property means any legal or equitable estate or interest in, or claim to, real or personal property of any description, whether present or future and whether vested or contingent, and includes —

(a)a thing in action; and

(b)money;

special resolution means a resolution of an incorporated association passed in accordance with section 51;

surplus property, in relation to an incorporated association, means property remaining after satisfaction of —

(a)the debts and liabilities of the association; and

(b)the costs, charges and expenses of winding up or cancelling the incorporation of the association,

but does not include books pertaining to the management of the association;

the repealed Act means the Associations Incorporation Act 1987 repealed by section 185.

Part 2 — Incorporation of association

Division 1 — Eligibility

4.Associations eligible for incorporation

Without limiting section 11(1), an association is eligible to be incorporated under this Act if —

(a)it is formed and carried on for one or more of the following purposes —

(i)a religious, educational, charitable or benevolent purpose;

(ii)the purpose of promoting or encouraging literature, science or the arts;

(iii)the purpose of providing medical treatment or attention, or promoting the interests of persons who suffer from a particular physical, mental or intellectual disability or condition;

(iv)the purpose of sport, recreation or amusement;

(v)the purpose of establishing, carrying on or improving a community centre, or promoting the interests of a local community or a particular section of a local community;

(vi)the purpose of conserving resources or preserving any part of the environmental, historical or cultural heritage of the State;

(vii)the purpose of promoting the interests of students or staff of an educational institution;

(viii)a political purpose;

(ix)the purpose of promoting the common interests of persons who are engaged in, or interested in, a particular business, trade or industry;

(x)any purpose approved by the Commissioner;

and

(b)it has at least 6 members who under its rules have full voting rights; and

(c)it is not excluded by section 5 or under regulations made for the purposes of section 6.

5.Associations not eligible for incorporation

(1)Despite section 4, an association is not eligible to be incorporated under this Act if it is formed or carried on for the purpose of securing pecuniary profit for its members from its transactions.

(2)An association secures pecuniary profit for its members if —

(a)it carries on any activity for the purpose of securing pecuniary profit for its members; or

(b)it has capital that is divided into shares or stock held by its members; or

(c)it holds property in which its members have a disposable interest, whether directly or in the form of shares or stock in the capital of the association or otherwise; or

(d)it is an association that —

(i)is prescribed for the purposes of this subsection; or

(ii)belongs to a class of associations that is so prescribed.

(3)An association is not ineligible under subsection (1) by reason only of any one or more of the following circumstances —

(a)that the association itself is empowered to make a pecuniary profit, unless that profit or some part of it is divided among or received by its members or some of them;

(b)that the association is established for the protection or regulation of some trade, business, industry or calling in which the members are engaged or interested (the activity), if the association itself does not engage or take part in the activity, or any part or branch of the activity;

(c)that any member of the association derives pecuniary profit from the association by way of salary paid in good faith as an employee or member of the management committee of the association;

(d)that any member of the association derives pecuniary profit from the association by way of remuneration paid in good faith;

(e)that any member of the association derives from the association a pecuniary profit to which the member would be equally entitled if the member were not a member of the association;

(f)that the members of the association compete with each other for trophies or prizes in contests directly related to the purposes of the association;

(g)that the association itself may or does make a profit from subscriptions, donations, sponsorship or the sale of any broadcasting rights;

(h)that the members of the association derive pecuniary profit through the enjoyment of facilities or services provided by the association for social, recreational, educational or other like purposes;

(i)that the association charges admission fees to displays, exhibitions, contests, sporting fixtures or other occasions organised for the promotion of the objects or purposes of the association;

(j)that the association provides pecuniary profit of a kind that is prescribed for the purposes of this subsection.

(4)For the purposes of subsection (1), a pecuniary profit that by reason of a person’s membership of the association is received by any other person is taken to be a pecuniary profit for the member by reason of the person’s membership of that association.

6.Regulations may declare associations to be ineligible

An association is not eligible to be incorporated under this Act if, according to a determination of the Commissioner, it is an association that —

(a)is prescribed for the purposes of this section; or

(b)belongs to a class of associations that is so prescribed.

Division 2 — Requirements for application for incorporation

7.Application to Commissioner

(1)An application for the incorporation of an association must be lodged with the Commissioner in the approved form by a person duly authorised by the association to apply for incorporation.

(2)An application must —

(a)state the name and address of the association; and

(b)include a certificate given by the applicant that the applicant is authorised by the association to apply for incorporation; and

(c)comply with any other requirements prescribed for the purposes of this subsection.

(3)An application for the incorporation of an association must be accompanied by —

(a)if an association’s proposed rules on incorporation will be its own rules — a copy of the proposed rules certified by the applicant as a true copy; or

(b)if the association has approved the adoption of the model rules —

(i)a statement to that effect; and

(ii)the information referred to in subsection (4).

(4)The following information is to be provided for the purposes of subsection (3)(b)(ii) —

(a)the name of the association;

(b)the objects or purposes of the association;

(c)the quorum for a general meeting of members of the association;

(d)the quorum for a meeting of the management committee of the association;

(e)the period of the first financial year of the association.

(5)The applicant must provide the Commissioner with such other information and documents as the Commissioner may in writing request.

8.Commissioner may require public notice of application for incorporation

(1)The Commissioner may in writing require an applicant under section 7 to give public notice of the application in some way that the Commissioner thinks appropriate.

(2)For the purposes of section 9, the applicant must include in the public notice a statement in wording approved by the Commissioner showing —

(a)that a written request, including the reasons for the request, may be given to the Commissioner by any person under that section; and

(b)the period within which any request must be received by the Commissioner.

9.Request for refusal of incorporation

(1)Where public notice is given under section 8 in respect of an association, any person may, in accordance with the terms of the notice, request the Commissioner to decline to incorporate the association under this Act.

(2)A request under subsection (1) must include the reasons for the request.

Division 3 — Incorporation

10.Incorporation of association

(1)Unless section 11 applies, the Commissioner must incorporate an association by the issue to the association of a certificate of incorporation if —

(a)an application for the incorporation of an association is made under Division 2; and

(b)the Commissioner is of the opinion that —

(i)the association is eligible to be incorporated under this Act; and

(ii)the rules of the association lodged with the Commissioner conform to the requirements of this Act; and

(iii)the name of the association is appropriate having regard to section 12.

(2)The Commissioner must not incorporate the association until —

(a)the time during which any request might be made under section 9 has expired; and

(b)any request made under that section has been finally refused.

(3)For the purposes of subsection (2), a request under section 9 has been finally refused if the request is refused by the Commissioner and either —

(a)the time for making an application for review under section 170 has expired without such an application being made; or

(b)any application for review made under section 170 —

(i)has resulted in the Commissioner’s refusal being confirmed; or

(ii)has been dismissed or struck out.

11.Refusal of incorporation

(1)The Commissioner must not incorporate an association under this Act if in the opinion of the Commissioner —

(a)it is more appropriate for the activities of the association to be carried on by a body corporate incorporated under some other law; or

(b)the incorporation of the association is against the public interest.

(2)The grounds on which the Commissioner may form the opinion that subsection (1)(a) or (b) applies include the following —

(a)the likely scale or nature of the activities of the association;

(b)the likely value or nature of the property of the association;

(c)the extent or nature of the dealings the association is likely to have with the public;

(d)any other matter the Commissioner considers relevant.

(3)The Commissioner must not incorporate an association if, in the Commissioner’s opinion, any ground for refusal of incorporation prescribed by the regulations applies to the association.

12.Restrictions as to names of associations

The Commissioner must not incorporate an association under this Act by a name that in the opinion of the Commissioner is —

(a)offensive or undesirable; or

(b)likely to mislead the public as to the object or purpose of the association; or

(c)identical to the name by which an association in existence is, or is taken to be, incorporated under this Act or which resembles any such name in a manner likely to mislead the public; or

(d)identical to, or likely to be confused with, the name of any other body corporate or a business name registered to another body under the Business Names Registration Act 2011 (Commonwealth); or

(e)prescribed for the purposes of this section; or

(f)of a kind that is so prescribed.

13.Effect of incorporation

(1)Upon incorporation of an association under this Act —

(a)the association becomes a body corporate with perpetual succession and may have a common seal; and

(b)the corporate name of the association is the name of the association as stated in the certificate of incorporation, concluding with the word “Incorporated” or the abbreviation “Inc.”; and

(c)except as provided in subsection (2), all rights and liabilities exercisable against members or members of the management committee of the association in their capacity as such immediately before the incorporation of the association become rights and liabilities of and exercisable against the incorporated association; and

(d)the association may sue or be sued in its corporate name.

(2)Subsection (1)(c) is not to be construed so as to relieve or release any person in respect of liabilities incurred by or on behalf of the association prior to incorporation.

14.Powers of incorporated association

(1)Subject to this Act and to its rules, an incorporated association may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may —

(a)acquire, hold, deal with, and dispose of any real or personal property; and

(b)open and operate bank accounts; and

(c)invest its money —

(i)as trust funds may be invested under the Trustees Act 1962 Part III; or

(ii)in any other manner authorised by the rules of the association;

and

(d)borrow money upon such terms and conditions as the association thinks fit; and

(e)give such security for the discharge of liabilities incurred by the association as the association thinks fit; and

(f)appoint agents to transact any business of the association on its behalf; and

(g)enter into any other contract it considers necessary or desirable.

(2)An incorporated association may, unless its rules otherwise provide, act as trustee and accept and hold real and personal property upon trust, but an incorporated association does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the association.

15.Manner in which contract may be made

(1)Contracts may be made by or on behalf of an incorporated association as follows —

(a)a contract which, if made between natural persons, would be required to be in writing under seal may be made by the incorporated association under its common seal;

(b)a contract which, if made between natural persons, would be required to be in writing signed by the parties may be made on behalf of the association in writing by any person acting under its express or implied authority;

(c)a contract which, if made between natural persons, would be valid although not in writing signed by the parties may be made orally on behalf of the association by any person acting under its express or implied authority.

(2)A contract may be varied or rescinded by or on behalf of an incorporated association in the same manner as it is authorised to be made.

16.When contract affected by deficiency in association’s legal capacity

(1)A contract made with an incorporated association is not invalid by reason of any deficiency in the legal capacity of the association to enter into, or carry out, the contract unless the person contracting with the association has actual notice of the deficiency.

(2)An incorporated association that enters into a contract that would, but for the provisions of subsection (1), be invalid is empowered to carry out the contract.

(3)This section does not prejudice an action by a member of an incorporated association to restrain the association from entering into a transaction that is beyond the powers of the association.

17.Requirements of section 4 continue after incorporation

(1)After its incorporation an association —

(a)must continue to be carried on for one or more purposes mentioned in section 4(a); and

(b)must at all times have at least 6 members who under its rules have full voting rights; and

(c)must not, itself or as a trustee secure pecuniary profit for its members.

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

18.Certain property vests in incorporated association

(1)On the incorporation of an association under section 10 all real and personal property held by any person for or on behalf of the association vests, by virtue of this subsection, in the incorporated association.

(2)Any property vested in an incorporated association by subsection (1) is vested subject to any trust, restriction or obligation to which that property was subject immediately before it became so vested.

(3)On —

(a)the application of an incorporated association in which any estate or interest in land has been vested by subsection (1); and

(b)the production of such duplicate instruments of title and other documents as the Registrar of Titles or the Registrar of Deeds and Transfers may require,

the Registrar of Titles or the Registrar of Deeds and Transfers must record and register the vesting of that estate or interest in land in the association.

19.Liability of members of management committee, trustees and members

(1)A member of the management committee, trustee or a member of an incorporated association is not by reason only of being such a member of the management committee, trustee or member liable in respect of the liabilities of the association.

(2)Subsection (1) does not apply in respect of liabilities incurred by or on behalf of the association prior to incorporation.

20.Issue of replacement certificate

The Commissioner must issue a replacement certificate of incorporation of an association if —

(a)the incorporated association satisfies the Commissioner that the certificate has been lost or destroyed; and

(b)the fee prescribed by the regulations is paid by the incorporated association.

Part 3 — Rules

Division 1 — Rules of incorporated association

21.Effect of rules

(1)The rules of an incorporated association bind the association and the members of the association as if —

(a)they contained an agreement on the part of each member to be bound by and observe all the provisions of the rules; and

(b)that agreement were duly executed by each member.

(2)Subsection (1) has effect only so far as the rules are consistent with this Act.

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

22.General requirements for content of rules

(1)The rules of an incorporated association must specify the following —

(a)the name of the association;

(b)the objects or purposes of the association;

(c)the quorum for a general meeting of members of the incorporated association;

(d)the quorum for a meeting of the management committee of the incorporated association.

(2)The rules of an incorporated association must include a provision in, or substantially in, the following terms —

The property and income of the association must be applied solely towards the promotion of the objects or purposes of the association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member of the association, except in good faith in the promotion of those objects or purposes.

(3)Subject to section 23, the rules of an incorporated association must at all times —

(a)address each of the matters set out in Schedule 1 Division 1; and

(b)comply with any applicable requirement under Schedule 1 Division 2; and

(c)be otherwise consistent with this Act.

(4)The rules of an incorporated association must include a reference to any exemption or approval under section 23(1) or 25(1) and the effect of the exemption or approval.

(5)An incorporated association is taken to have met the requirements of subsection (3) if the association —

(a)adopts the model rules without modification as its rules; and

(b)provides to the Commissioner the information referred to in section 7(3)(b)(ii) or 29(5), as the case requires.

(6)The rules of an incorporated association that adopts the model rules are taken to include the information provided by the association under section 7(3)(b)(ii) or 29(5).

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

23.Commissioner may exempt from requirement of section 22

(1)A provision in Schedule 1 does not apply to an incorporated association to the extent that the Commissioner in writing exempts it from that provision.

(2)The Commissioner may at any time revoke or amend an exemption.

(3)An exemption has effect subject to compliance with any condition that the Commissioner attaches to it.

(4)An application for an exemption may be lodged —

(a)on behalf of an association as part of an application under section 7; or

(b)by an incorporated association.

(5)The Commissioner is only to grant an exemption in respect of a provision if satisfied —

(a)that the special circumstances of the association justify the exemption; and

(b)that the exemption will not affect the objects or purposes of the association; and

(c)that the application of the provision to the association would cause undue hardship to its members; and

(d)as to any other prescribed matter.

(6)The Commissioner must give written notice of a decision under this section to the association, and allow the association a reasonable time to comply with the provision concerned as affected by the decision.

24.Restriction on distribution of surplus property

(1)There is implied in the rules of every incorporated association a provision that, on the cancellation of the incorporation or the winding up of the association, its surplus property can only be distributed to one or more of the following —

(a)an incorporated association;

(b)a company limited by guarantee that is registered as mentioned in the Corporations Act section 150;

(c)a company holding a licence that continues in force under the Corporations Act section 151;

(d)a body corporate that at the time of the distribution is the holder of a licence under the Charitable Collections Act 1946;

(e)a body corporate that —

(i)is a member or former member of the incorporated association; and

(ii)at the time of the distribution of surplus property, has rules that prevent the distribution of property to its members;

(f)a trustee for a body corporate referred to in paragraph (e);

(g)a co‑operative registered under the Co‑operatives Act 2009 that, at the time of the distribution of surplus property, is a non‑distributing co‑operative as defined in that Act.

(2)The provision described in subsection (1) has effect —

(a)subject to section 134; and

(b)despite any inconsistent provision in the rules of an incorporated association.

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

25.Commissioner may approve variation of provision implied by section 24

(1)The Commissioner may, for the rules of a particular incorporated association, approve in writing a variation of the provision implied by section 24 so that it includes a reference to —

(a)a particular body corporate; or

(b)a particular body corporate that is to apply property for a particular charitable purpose approved by the Commissioner.

(2)An approval has effect subject to compliance with any condition that the Commissioner attaches to it.

(3)An application for an approval under subsection (1) may be made —

(a)on behalf of an association as part of an application for incorporation under section 7; or

(b)by an incorporated association.

(4)An application for an approval under subsection (1) must include the written consent of the body corporate concerned to the application being made.

(5)The Commissioner may revoke or amend an approval given under subsection (1).

26.Model rules

(1)Regulations are to be made prescribing model rules for incorporated associations.

(2)The model rules must —

(a)address each of the matters set out in Schedule 1 Division 1 other than specifying the following —

(i)the name of the incorporated association;

(ii)the objects or purposes of the incorporated association;

(iii)the quorum for a general meeting of members of the incorporated association;

(iv)the quorum for a meeting of the management committee of the incorporated association;

and

(b)comply with the requirements under Schedule 1 Division 2 other than fixing the period of the first financial year of an incorporated association.

(3)The model rules may deal with any other matter.

27.Rules of associations existing at the commencement of section 185

(1)This section applies to an association that was incorporated under a repealed Act and whose incorporation has effect immediately before the commencement of section 185.

(2)The rules of an association as in force immediately before the commencement of section 185 continue to have effect but without limiting —

(a)the ability of the association, or of the management committee of the association, to alter the rules of the association in accordance with Division 2 or section 200; or

(b)the operation of section 22 as qualified by Part 16 Division 2 Subdivision 4.

28.Rules of an incorporated association

(1)On the registration of an incorporated association under this Act, the rules of the association are —

(a)the rules that accompanied the application for the registration of the association; or

(b)if the application was accompanied by a statement that the model rules have been approved as the rules of the proposed incorporated association — the model rules including the information provided under section 7(3)(b)(ii) or 29(5).

(2)The model rules apply as the rules of an association on its incorporation —

(a)if the association does not have its own rules; or

(b)if the association has its own rules, to the extent that they do not —

(i)address a matter referred to in Schedule 1 Division 1; or

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

29.Adoption of model rules

(1)An incorporated association may, by special resolution, approve the adoption of the model rules as the rules of the association at any time after its incorporation under this Act.

(2)If an incorporated association approves the adoption of the model rules as its rules, it is taken to have adopted any subsequent amendment to the model rules as an alteration of its rules.

(3)An alteration of the rules of an incorporated association referred to in subsection (2) —

(a)takes effect on the day the relevant amendment to the model rules comes into operation; and

(b)takes effect without the requirement of a special resolution of the association; and

(c)does not require the approval of the Commissioner.

(4)If an incorporated association that has approved the adoption of the model rules as its own rules alters those rules under section 30, other than an alteration to its name, objects, purposes or quorums, the association is taken to have adopted its own rules and subsections (2) and (3) do not apply to those rules.

(5)An incorporated association that approves the adoption of the model rules as its own rules under subsection (1) must notify the Commissioner and include in the notification the following information —

(a)the name of the association;

(b)the objects or purposes of the association;

(c)the quorum for a general meeting of members of the association;

(d)the quorum for a meeting of the management committee of the association;

(e)if relevant, the period of the first financial year of the association.

Division 2 — Alteration of rules

30.Alteration of rules

(1)Subject to sections 31 and 33, an incorporated association may alter its rules by special resolution but not otherwise.

(2)In this section, a reference to rules includes a reference to information provided under section 7(3)(b)(ii) or 29(5).

(3)Within one month after the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow, an incorporated association must lodge the required documents with the Commissioner.

Penalty: a fine of $1 000.

(4)The required documents are —

(a)a notice of the special resolution setting out particulars of the alterations; and

(b)a certificate in the approved form that the resolution was duly passed as a special resolution; and

(c)except where only the model rules will apply, a consolidated copy of the rules of the incorporated association, including all alterations to which the special resolution relates.

(5)The certificate under subsection (4)(b) must be signed by a member of the management committee of the incorporated association.

(6)An alteration of the rules of an incorporated association does not take effect until subsection (3) is complied with.

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

31.Change of name by alteration of rules

(1)An alteration of the rules of an incorporated association having effect to change the name of the association does not take effect until section 30 is complied with and the approval of the Commissioner is given to the change of name.

(2)The Commissioner may direct that notice of a proposed change of name of an incorporated association be published in accordance with the Commissioner’s directions as a prerequisite to approval of the change.

(3)The Commissioner must not approve a name under this section unless the Commissioner is of the opinion that the proposed name is an appropriate name under which an association might be incorporated under this Act.

(4)The Commissioner must issue a new certificate of incorporation in the approved form showing the new name of the incorporated association if —

(a)the Commissioner approves a change of name; and

(b)subsection (5) is complied with; and

(c)any fee prescribed for the purposes of this subsection has been paid.

(5)A new certificate of incorporation under subsection (4) must not be issued unless —

(a)the certificate of incorporation previously issued has been returned to the Commissioner; or

(b)the Commissioner is satisfied that the certificate has been lost or destroyed.

32.Corporate identity and other matters not affected by change of name

(1)A change of name of an incorporated association does not affect —

(a)the corporate identity of the incorporated association; or

(b)its rights and obligations; or

(c)any legal proceeding by or against it.

(2)A legal proceeding that might have been commenced or continued by or against the incorporated association in its former name may be commenced or continued by or against it in its new name.

33.Certain other rule alterations to be approved by Commissioner

(1)This section applies to an alteration of the rules of an incorporated association having effect to alter —

(a)the objects or purposes of the association; or

(b)the manner in which surplus property of the association must be distributed or dealt with if the association is wound up or its incorporation is cancelled.

(2)The alteration does not take effect until section 30 is complied with and the approval of the Commissioner is given to it.

(3)The Commissioner may direct that notice of the proposed alteration be published in accordance with the Commissioner’s directions as a prerequisite to it being approved.

34.Request for refusal of change of name or other rule alterations

(1)Any person may, in accordance with the terms of a public notice given under —

(a)section 31(2) in respect of a change of name; or

(b)section 33(3) in respect of a rule alteration to which section 33 applies,

request the Commissioner to decline to approve the change or alteration.

(2)A request under subsection (1) must include the reasons for the request.

Division 3 — Provision of rules to members

35.Rules to be available to members

(1)An incorporated association must keep and maintain in an up‑to‑date condition a copy of the rules of the association.

Penalty: a fine of $2 750.

(2)At the request of a member of an incorporated association, the association must make the copy of the rules available for inspection by the member.

Penalty: a fine of $2 750.

(3)The member may make a copy of or take an extract from the copy of the rules but does not have the right to remove the rules for that purpose.

36.When member to receive copy of rules

(1)Without limiting section 35, an incorporated association must —

(a)at the request of a member of the association, give to the member a copy of the association’s rules, or of any particular part of those rules to which the request relates, as in force at the time of the request; and

(b)give to each person who becomes a member of the association a copy of the association’s rules as in force when the membership commences.

Penalty: a fine of $2 750.

(2)An incorporated association must not make a charge for taking any action that it is required to take under this section.

(3)The regulations may make provision for the manner in which a copy of an incorporated association’s rules or of any part of those rules may be, or must be, given under this section.

37.Further provision as to obligations under sections 35 and 36

The obligations under sections 35 and 36 in respect of the rules of an association include reference to —

(a)model rules if those rules are the rules of the association; and

(b)the association’s own rules.

Part 4 — Management

Division 1 — Management committee

38.Management committee

The persons who under the rules of the incorporated association have the power to manage the affairs of the association constitute the management committee of the association for the purposes of this Act.

39.Persons who are not to be members of management committee

(1)Subject to section 40, this section applies to the following persons —

(a)a person who is, according to the Interpretation Act 1984 section 13D, a bankrupt or person whose affairs are under insolvency laws;

(b)a person who has been convicted, within or outside the State, of —

(i)an indictable offence in relation to the promotion, formation or management of a body corporate; or

(ii)an offence involving fraud or dishonesty punishable by imprisonment for a period of not less than 3 months; or

(iii)an offence under Division 3 or section 127.

(2)A person to whom this section applies must not, without leave of the Commissioner, accept an appointment or act as a member of a management committee of an incorporated association.

Penalty: a fine of $10 000.

40.Limitation of period for which section 39 applies to certain persons

Section 39 applies to a person referred to in subsection (1)(b) of that section, in relation to the person’s conviction of an offence, only for the period of 5 years —

(a)from the time of the person’s conviction; or

(b)if the conviction results in a term of imprisonment, from the time of the person’s release from custody.

41.Handing over of documents and records when membership of management committee ceases

(1)In this section —

relevant documents and records means documents and records pertaining to the management of the affairs of an incorporated association that —

(a)if subsection (2)(a) applies, were in the possession of the member of the management committee immediately before the member’s death; or

(b)if subsection (2)(b) applies, are in the possession of the person who has ceased to be a member of the management committee.

(2)This section applies where a member of the management committee of an incorporated association —

(a)dies; or

(b)otherwise ceases to be a member of the management committee.

(3)As soon as is practicable after a person has ceased to be a member of the management committee of an incorporated association —

(a)the person; or

(b)if subsection (2)(a) applies, the personal representative of the person,

must deliver to a member of the management committee of the association all relevant documents and records or, in the case of relevant documents or records that are stored on a computer, a copy of all such documents and records.

Penalty: a fine of $10 000.

Division 2 — Matters of material personal interest

42.Disclosure of material personal interest

(1)A member of the management committee of an incorporated association who has a material personal interest in a matter being considered at a management committee meeting must, as soon as the member becomes aware of the interest, disclose the nature and extent of the interest to the management committee.

Penalty: a fine of $10 000.

(2)A member of the management committee of an incorporated association who has a material personal interest in a matter being considered at a management committee meeting must disclose the nature and extent of the interest at the next general meeting of the association.

Penalty: a fine of $10 000.

(3)Subsections (1) and (2) do not apply in respect of a material personal interest —

(a)that exists only because the member —

(i)is an employee of the incorporated association; or

(ii)is a member of a class of persons for whose benefit the association is established;

or

(b)that the member has in common with all, or a substantial proportion of, the members of the association.

(4)If a member of the management committee of an incorporated association discloses a material personal interest in a contract or proposed contract in accordance with this section, and the member has complied with section 43(1) or the member’s interest is not required to be disclosed because of subsection (3) —

(a)the contract is not liable to be avoided by the association on any ground arising from the fiduciary relationship between the member and the association; and

(b)the member is not liable to account for profits derived from the contract.

(5)A disclosure of a material personal interest required by subsection (1) or (2) must give details of —

(a)the nature and extent of the interest; and

(b)the relation of the interest to the activities of the incorporated association.

(6)The details referred to in subsection (5) must be recorded in the minutes of the meeting of the management committee at which the disclosure is made.

43.Voting on contract in which management committee member has a material personal interest

(1)A member of the management committee of an incorporated association who has a material personal interest in a matter being considered at a meeting of the management committee must not —

(a)be present while the matter is being considered at the meeting; or

(b)vote on the matter.

Penalty: a fine of $10 000.

(2)Subsection (1) does not apply in respect of a material personal interest —

(a)that exists only because the member belongs to a class of person for whose benefit the association is established; or

(b)that the member has in common with all, or a substantial proportion of, the members of the association.

(3)If there are not enough management committee members to form a quorum to consider a matter because of subsection (1) —

(a)one or more committee members (including those who have a material personal interest in the matter) may call a general meeting; and

(b)the general meeting may pass a resolution to deal with the matter.

Division 3 — Duties of officers

44.Duty of care and diligence

(1)An officer of an incorporated association must exercise his or her powers and discharge his or her duties with the degree of care and diligence that a reasonable person would exercise if that person —

(a)were an officer of the association in the association’s circumstances; and

(b)occupied the office held by, and had the same responsibilities within the association as, the officer.

Penalty: a fine of $10 000.

(2)An officer of an incorporated association who makes a business judgment is taken to meet the requirements of subsection (1), and his or her equivalent duties at common law and in equity, in respect of the judgment if the officer —

(a)makes the judgment in good faith for a proper purpose; and

(b)does not have a material personal interest in the subject matter of the judgment; and

(c)informs himself or herself about the subject matter of the judgment to the extent the officer reasonably believes to be appropriate; and

(d)rationally believes that the judgment is in the best interests of the association.

(3)For the purposes of subsection (2) —

business judgment means any decision to take or not take action in respect of a matter relevant to the operations of the incorporated association.

(4)The officer’s belief that the judgment is in the best interests of the incorporated association is a rational one unless the belief is one that no reasonable person in the position of the officer would hold.

45.Duty of good faith and proper purpose

An officer of an incorporated association must exercise his or her powers and discharge his or her duties —

(a)in good faith in the best interests of the association; and

(b)for a proper purpose.

Penalty: a fine of $10 000.

46.Use of position

An officer of an incorporated association must not improperly use his or her position to —

(a)gain an advantage for the officer or another person; or

(b)cause detriment to the association.

Penalty: a fine of $10 000.

47.Use of information

A person who obtains information because the person is, or has been, an officer of an incorporated association must not improperly use the information to —

(a)gain an advantage for the person or another person; or

(b)cause detriment to the association.

Penalty: a fine of $10 000.

48.Interaction of sections 44 to 47 with other laws

(1)Sections 44 to 47 —

(a)have effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person because of his or her office in relation to an incorporated association; and

(b)do not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability referred to in paragraph (a).

(2)This section does not apply to section 44(2), (3) and (4) to the extent to which those provisions operate on the duties at common law and in equity that are equivalent to the requirements of section 44(1).

49.Reliance on information or advice

(1)This section applies if the reasonableness of the reliance of an officer of an incorporated association on information or advice given to the officer arises in a proceeding brought to determine whether the officer has performed a duty under this Act or an equivalent duty at common law or in equity.

(2)Unless the contrary is proved, the officer’s reliance on the information or advice is taken to be reasonable if —

(a)the information or advice was given or prepared by —

(i)an employee of the incorporated association whom the officer reasonably believed to be reliable and competent in relation to the matters concerned; or

(ii)a professional advisor or expert in relation to the matters that the officer reasonably believed to be within that person’s professional or expert competence; or

(iii)another officer of the incorporated association in relation to matters within the other officer’s authority; or

(iv)a sub‑committee of the incorporated association of which the officer was not a member in relation to matters within the sub‑committee’s authority;

and

(b)the reliance was made —

(i)in good faith; and

(ii)after making an independent assessment of the information or advice, having regard to the officer’s knowledge of the incorporated association and the complexity of the structure of the incorporated association.

Division 4 — Annual general meeting and special resolutions

50.Annual general meeting

(1)Except as allowed under subsection (2), an incorporated association must in each calendar year hold an annual general meeting.

Penalty: a fine of $5 000.

(2)An incorporated association may hold its first annual general meeting at any time within 18 months after incorporation.

(3)Except as allowed under subsection (2), an incorporated association must hold its annual general meeting —

(a)within 6 months after the end of the association’s financial year; or

(b)within such longer period as may in a particular case be allowed by the Commissioner.

Penalty: a fine of $2 750.

51.Requirements for special resolution

(1)For the purposes of this Act, a resolution is a special resolution if it is passed —

(a)at a general meeting of an incorporated association; and

(b)by the votes of not less than three‑fourths of the members of the association who cast a vote at the meeting.

(2)A person is taken to cast a vote at a general meeting as mentioned in subsection (1) if the person has a right under the rules of the association to vote on the resolution and —

(a)votes in person at the meeting; or

(b)where proxies or postal votes are allowed by the rules of the association, votes on the resolution by proxy or postal vote.

(3)Before the general meeting, written notice of —

(a)the proposed special resolution; and

(b)the time and place of the general meeting at which it is proposed to move the resolution,

must be given, as required under the rules of the incorporated association, to each member of the association.

(4)The notice must set out the wording of the proposed special resolution.

(5)If notice is not given in accordance with subsections (3) and (4) the special resolution has no effect.

52.Evidence of passing of resolution

(1)At a general meeting of an incorporated association at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution is evidence of the fact.

(2)Subsection (1) does not apply if, during the meeting at which the resolution is submitted, a poll is demanded —

(a)in accordance with the rules of the incorporated association; or

(b)if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the association present in person or, where proxies are allowed, by proxy.

(3)If a poll is taken under subsection (2), a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.

Division 5 — Register of members

53.Register to be maintained

(1)An incorporated association must —

(a)maintain a register of its members in accordance with the regulations and the requirements of this section; and

(b)record in the register any change in the membership of the association within 28 days after the change occurs.

Penalty: a fine of $2 750.

(2)The register of members must include each member’s name and —

(a)residential address; or

(b)postal address; or

(c)email address; or

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

54.Inspection of register by member

(1)An incorporated association must, at the request of a member, make the register of members available for inspection by the member.

Penalty: a fine of $2 750.

(2)Subject to any rules of the kind mentioned in subsection (3), a member inspecting the register of members may make a copy of, or take an extract from, the register but is not entitled to remove the register for that purpose.

(3)The rules of an incorporated association may require a member who wishes to make a copy of, or take an extract from, the register of members to provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that the purpose is connected with the affairs of the association.

55.Commissioner may request copy of register

(1)The Commissioner may request an incorporated association to provide the Commissioner with a copy of the register of members.

(2)The incorporated association must comply with the request within 14 days after it is made.

Penalty: a fine of $5 000.

56.Member may request copy of register

(1)A member of an incorporated association may in writing request the association to provide the member with a copy of the register of members.

(2)The rules of an incorporated association may require a member who requests a copy of the register of members to provide a statutory declaration setting out the purpose for which the request is made and declaring that the purpose is connected with the affairs of the association.

(3)Subject to any rules of the kind mentioned in subsection (2), the incorporated association must comply with the request on payment of any amount required to be paid under subsection (4).

Penalty: a fine of $2 750.

(4)The management committee may —

(a)determine a reasonable charge for the cost of complying with a request under subsection (1); and

(b)require the person making the request to pay the charge to the association.

(5)The regulations may make provision for —

(a)the manner in which a copy of the register of members may be, or must be, provided to a member under subsection (3); and

(b)the maximum amount, or a method of calculating the maximum amount, that may be charged under subsection (4).

57.Improper use of information in register

(1)A person must not use or disclose information in the register of members of an incorporated association except for a purpose —

(a)that is directly connected with the affairs of the association; or

(b)that is related to the administration of this Act.

Penalty: a fine of $10 000.

(2)Without limiting subsection (1), a person contravenes that subsection if the person —

(a)uses information obtained from the register of members of an incorporated association for advertising purposes; or

(b)discloses information obtained from the register of members of an incorporated association to another person, knowing that the information is likely to be used for advertising purposes.

(3)The reference in subsection (2) to the use of information for advertising purposes is a reference to using it to contact, or send material to, the association or a member of the association for the purpose of advertising for political, religious, charitable or commercial purposes.

(4)Subsection (2) does not apply if the use or disclosure of the information is approved by the incorporated association concerned.

Division 6 — Record of office holders

58.Record of office holders

(1)In this section —

address means —

(a)a residential or business address; or

(b)a post office box address; or

(c)an email address.

(2)An incorporated association must maintain a record of —

(a)the names and addresses of the persons who —

(i)are members of its management committee; or

(ii)hold other offices of the association provided for by its rules;

and

(b)the name and address of any person who is authorised to use the common seal of the association (if it has a common seal); and

(c)the name and address of any person who is appointed or acts as trustee on behalf of the association.

Penalty: a fine of $2 750.

(3)The incorporated association must, upon the request of a member of the association, make available the record for the inspection of the member.

Penalty: a fine of $5 000.

(4)The member may make a copy of or take an extract from the record but does not have a right to remove the record for that purpose.

(5)A person must not use or disclose information in the record maintained under subsection (2) except for a purpose —

(a)that is directly connected with the affairs of the association; or

(b)that is related to the administration of this Act.

Penalty: a fine of $10 000.

59.Commissioner may ask apparent office holders to provide information

(1)This section applies to a person if it appears to the Commissioner that the person is or may be the holder of an office provided for by the rules of an incorporated association.

(2)The Commissioner may, by notice served on the person, require the person, within the time specified in the notice, to lodge with the Commissioner in writing —

(a)particulars of the person’s residential address; and

(b)a statement showing —

(i)whether or not the person holds or has held the office specified in the Commissioner’s notice; and

(ii)if the person has held the office, when the person ceased to hold it.

(3)A person must comply with any requirement made of the person by a notice under subsection (2).

Penalty: a fine of $5 000.

Division 7 — Direction by Commissioner to convene general meeting

60.Commissioner may direct that general meeting be convened

(1)In this section —

relevant office holder means any person who under the rules of an incorporated association has power to convene a general meeting of the association;

specified means specified in a direction given under subsection (3).

(2)This section applies if the Commissioner is of the opinion that —

(a)there is a dispute or matter affecting the proper conduct of the affairs of an incorporated association; and

(b)the giving of a direction under this section may assist in or towards the resolution of the dispute or matter.

(3)The Commissioner may in writing given to a relevant office holder of the incorporated association direct the office holder to take such steps as are required under the rules of the association to convene a general meeting of the association at a specified time or within a specified period.

(4)A direction under subsection (3) may also require the office holder to take such steps as are reasonably required to enable any specified matter to be discussed and determined at the meeting or at an adjourned meeting, including the putting of any specified motion for consideration at the meeting.

(5)The Commissioner may in writing given to a relevant office holder revoke or amend a direction given to that person under subsection (3).

(6)A relevant office holder to whom a direction is given under subsection (3) must not, without reasonable excuse, fail to comply with the direction.

Penalty: a fine of $5 000.

61.Rights of Commissioner or a delegate at meeting

(1)In this section —

authorised person means —

(a)the Commissioner; or

(b)a person authorised in writing by the Commissioner to attend a meeting as the representative of the Commissioner;

meeting means a meeting convened pursuant to a direction under section 60 and includes an adjourned meeting.

(2)An authorised person may attend a meeting and take part in the consideration and discussion of the dispute or matter in relation to which the direction under section 60 was given and of any incidental matter.

(3)An authorised person cannot vote at a meeting and is not to be counted for the purpose of determining the existence of a quorum.

Part 5 — Financial records, reporting and accountability

Division 1 — Preliminary

62.Terms used

In this Part —

accounting standards means the standards issued by the Australian Accounting Standards Board, as in force for the time being, and including any modifications prescribed by the regulations;

auditing standards means the standards issued by the Auditing and Assurance Standards Board, as in force for the time being, and including any modifications prescribed by the regulations;

financial records includes —

(a)invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

(b)documents of prime entry; and

(c)working papers and other documents needed to explain —

(i)the methods by which financial statements are prepared; and

(ii)adjustments to be made in preparing financial statements;

financial report has the meaning given in section 63;

financial statements means the financial statements in relation to an incorporated association required under Division 3;

tier 1 association has the meaning given in section 64(1);

tier 2 association has the meaning given in section 64(2);

tier 3 association has the meaning given in section 64(3).

63.Financial reports of tier 2 and tier 3 associations

(1)The financial report for a financial year of a tier 2 association or tier 3 association consists of —

(a)the financial statements for the year; and

(b)the notes to the financial statements; and

(c)the management committee’s declaration about the statements and notes.

(2)The notes to the financial statements of an incorporated association are —

(a)the disclosures required by the regulations; and

(b)notes required by the accounting standards; and

(c)any other information necessary to give a true and fair view of the financial position and performance of the association.

(3)The management committee’s declaration is a declaration by the management committee stating —

(a)whether, in the management committee’s opinion, there are reasonable grounds to believe that the association will be able to pay its debts as and when they become due and payable; and

(b)whether, in the management committee’s opinion, the financial statements and notes are in accordance with this Part.

(4)The management committee’s declaration must —

(a)be made in accordance with a resolution of the management committee; and

(b)specify the date on which the declaration is made; and

(c)be signed by at least 2 members of the management committee who are authorised to do so by the management committee.

64.Tier 1, tier 2 and tier 3 associations

(1)An incorporated association is a tier 1 association in respect of a financial year if —

(a)for the year it has revenue of less than —

(i)an amount prescribed for the purposes of this subsection; or

(ii)if no amount is prescribed, $250 000;

or

(b)the Commissioner has declared the incorporated association to be a tier 1 association in respect of the financial year under section 65(1)(a).

(2)An incorporated association is a tier 2 association in respect of a financial year if —

(a)for the year it is not a tier 1 association or a tier 3 association; or

(b)the Commissioner has declared the incorporated association to be a tier 2 association in respect of the financial year under section 65(1)(b).

(3)An incorporated association is a tier 3 association in respect of a financial year if for the year it has revenue of or exceeding —

(a)an amount prescribed for the purposes of this subsection; or

(b)if no amount is prescribed, $1 000 000.

(4)Revenue is to be calculated for the purposes of this section in accordance with the accounting standards in force at the relevant time (even if the standards do not otherwise apply to the financial year of the incorporated association concerned).

65.Commissioner may declare association to be tier 1 or tier 2 association

(1)On application by an incorporated association, the Commissioner may, in writing, in respect of a financial year declare the incorporated association to be —

(a)a tier 1 association; or

(b)a tier 2 association.

(2)The Commissioner may make a declaration under subsection (1) only if the Commissioner is satisfied that unusual and non‑recurring circumstances warrant the making of the declaration.

(3)An application by an incorporated association to the Commissioner for a declaration under subsection (1) in respect of a financial year must be made within 3 months after the end of the financial year.

Division 2 — Financial records

66.Obligation to keep financial records

An incorporated association must keep financial records that —

(a)correctly record and explain its transactions and financial position and performance; and

(b)enable true and fair financial statements to be prepared in accordance with Division 3.

Penalty: a fine of $2 750.

67.Retention of financial records

An incorporated association must retain its financial records for at least 7 years after the transactions covered by the records are completed.

Penalty: a fine of $2 750.

Division 3 — Financial statements and reports

Subdivision 1 — Tier 1 associations

68.Obligation to prepare annual financial statements

(1)Within 6 months after the end of each financial year, a tier 1 association in respect of the financial year must prepare financial statements that give a true and fair view of the financial position and performance of the association.

Penalty: a fine of $2 750.

(2)For the purposes of subsection (1) —

(a)a tier 1 association that uses the cash basis of accounting may prepare —

(i)a statement of receipts and payments for the financial year; and

(ii)a reconciled statement of bank account balances as at the end of the financial year; and

(iii)a statement of assets and liabilities as at the end of the financial year;

and

(b)a tier 1 association that uses the accrual basis of accounting may prepare —

(i)a statement of income and expenditure for the financial year; and

(ii)a balance sheet.

69.Review or audit of financial statements

(1)A tier 1 association in respect of a financial year must ensure that its financial statements for the financial year are reviewed or audited in accordance with Divisions 5, 6 and 7 before being submitted to the annual general meeting of the association if —

(a)a majority of the members present at a general meeting of the association pass a resolution to that effect; or

(b)the association is directed by the Commissioner to do so.

Penalty: a fine of $2 750.

(2)A resolution or direction under subsection (1) must specify whether the financial statements are to be reviewed or audited.

70.Financial reporting to annual general meeting and Commissioner

(1)This section applies to an incorporated association that is a tier 1 association in respect of its last financial year.

(2)At the annual general meeting of an incorporated association, if section 69(1)(a) or (b) does not apply in respect of its last financial year, the association must present for consideration the financial statements of the association for that financial year.

Penalty: a fine of $5 500.

(3)At the annual general meeting of an incorporated association to which section 69(1)(a) or (b) applies in respect of its last financial year, the association must present for consideration —

(a)the financial statements of the association for that financial year reviewed or audited as required under section 69; and

(b)a copy of the report of the review or the auditor’s report, as the case requires, on those financial statements.

Penalty: a fine of $5 500.

(4)If section 69(1)(b) applies to an incorporated association in respect of its last financial year, the association must give to the Commissioner as soon as is practicable after receiving them —

(a)the financial statements of the association for that financial year reviewed or audited as required under section 69; and

(b)a copy of the report of the review or the auditor’s report, as the case requires, on those financial statements.

Penalty: a fine of $5 500.

Subdivision 2 — Tier 2 associations

71.Obligation to prepare annual financial report

(1)Within 6 months after the end of each financial year, a tier 2 association in respect of the financial year must prepare a financial report for the financial year that complies with subsection (2).

Penalty: a fine of $2 750.

(2)The financial statements for the year and the notes to the financial statements that are included in the financial report must —

(a)give a true and fair view of the financial position and performance of the association; and

(b)comply with the accounting standards.

72.Review or audit of financial reports

(1)A tier 2 association in respect of a financial year must ensure that its financial report for the year is reviewed in accordance with Divisions 5, 6 and 7.

Penalty: a fine of $2 750.

(2)Subsection (1) does not apply if the tier 2 association is required under subsection (3) to have the financial report audited.

(3)A tier 2 association in respect of a financial year must ensure that its financial report for the year is audited in accordance with Divisions 5, 6 and 7 if —

(a)a majority of the members present at a general meeting of the association make a resolution to that effect; or

(b)the association is directed by the Commissioner to do so.

Penalty: a fine of $2 750.

73.Financial reporting to annual general meeting and Commissioner

(1)This section applies to an incorporated association that is a tier 2 association in respect of its last financial year.

(2)At the annual general meeting of an incorporated association to which section 72(3)(a) or (b) does not apply in respect of its last financial year, the association must present for consideration —

(a)the financial report of the association for that financial year reviewed as required under section 72(1); and

(b)a copy of the report of the review of the financial report.

Penalty: a fine of $5 500.

(3)At the annual general meeting of an incorporated association to which section 72(3)(a) or (b) applies in respect of its last financial year, the association must present for consideration —

(a)the financial report of the association for that financial year audited as required under section 72(3); and

(b)a copy of the auditor’s report on the financial report.

Penalty: a fine of $5 500.

(4)If section 72(3)(b) applies to an incorporated association in respect of its last financial year, the association must give to the Commissioner as soon as is practicable after receiving them —

(a)the financial report of the association for that financial year audited as required under section 72(3); and

(b)a copy of the auditor’s report on the financial report.

Penalty: a fine of $5 500.

Subdivision 3 — Tier 3 associations

74.Obligation to prepare annual financial report

(1)Within 6 months after the end of each financial year, a tier 3 association in respect of the financial year must prepare a financial report for the financial year that complies with subsection (2).

Penalty: a fine of $2 750.

(2)The financial statements for the year and the notes to the financial statements that are included in the financial report must —

(a)give a true and fair view of the financial position and performance of the association; and

(b)comply with the accounting standards.

75.Audit of financial report

A tier 3 association in respect of a financial year must ensure that its financial report for the year is audited in accordance with Divisions 5, 6 and 7.

Penalty: a fine of $2 750.

76.Financial reporting to annual general meeting

At the annual general meeting of an incorporated association that is a tier 3 association in respect of its last financial year, the association must present for consideration —

(a)the financial report of the association for that financial year audited as required under section 75; and

(b)a copy of the auditor’s report on the financial report.

Penalty: a fine of $5 500.

Division 4 — Special audit

77.Commissioner may require special audit to be carried out

(1)The Commissioner may direct an incorporated association to cause —

(a)the whole or any specified part of the association’s financial records to be audited; and

(b)an auditor’s report to be lodged with the Commissioner,

within the time specified in the direction.

(2)The direction may be given regardless of whether the financial records have previously been audited.

(3)An incorporated association to which the direction is given must ensure that the direction is complied with.

Penalty: a fine of $2 750.

(4)An auditor’s report under this section must state whether the incorporated association’s financial records —

(a)have been properly kept; and

(b)give a true and fair view of the association’s affairs.

Division 5 — Reviews and audits

78.Review or audit to be conducted in accordance with auditing standards

A reviewer or auditor must conduct a review or audit under this Part in accordance with the auditing standards.

Penalty: a fine of $5 500.

79.Working papers to be retained for 7 years

A reviewer or auditor who conducts a review or audit under this Part must retain all working papers prepared by or for, or considered or used by, the reviewer or auditor in accordance with the requirements of the auditing standards for at least 7 years after the date of the report prepared in relation to the review or audit.

Penalty: a fine of $5 500.

80.Reviewer’s or auditor’s independence declaration

(1)A reviewer or auditor who conducts a review or audit of financial statements or a financial report of an incorporated association under Division 3 must give the management committee of the association with the report of the review or audit —

(a)a written declaration that, to the best of the reviewer’s or auditor’s belief, there have been no contraventions of any applicable code of professional conduct in relation to the review or audit; or

(b)a written declaration that, to the best of the reviewer’s or auditor’s belief, the only contraventions of any applicable code of professional conduct in relation to the review or audit are those contraventions details of which are set out in the declaration.

Penalty: a fine of $5 500.

(2)The declaration must be signed by the reviewer or auditor.

(3)The reviewer or auditor is not excused from giving a declaration under this section on the ground that giving the declaration might tend to incriminate the reviewer or auditor or expose the reviewer or auditor to a penalty.

(4)However, neither —

(a)the information included in the declaration; nor

(b)any information, document or thing obtained as a direct or indirect consequence of including the information in the declaration,

is admissible in evidence against the reviewer or auditor in any criminal proceedings, or in any proceedings that would expose the reviewer or auditor to a penalty.

81.Reviewer’s report on financial statements or financial report

A reviewer must include in the reviewer’s report on financial statements or a financial report of an incorporated association —

(a)a statement as to whether the reviewer became aware of any matter that causes the reviewer to believe that the financial statements do not, or the financial report does not, satisfy the requirements of Division 3; and

(b)a description of any matter that causes the reviewer to believe that the financial statements do not, or the financial report does not, satisfy the requirements of Division 3; and

(c)a statement as to why that matter causes the reviewer to so believe.

Penalty: a fine of $5 500.

82.Auditor’s opinion and report on financial statements or financial report

(1)An auditor who conducts an audit of financial statements or a financial report of an incorporated association under this Part must form an opinion about the following —

(a)whether the financial statements satisfy, or the financial report satisfies, the requirements of this Part;

(b)whether the auditor has been given all information, explanations and assistance necessary for the conduct of the audit;

(c)whether the association has kept financial records sufficient to enable financial statements or a financial report to be prepared and audited;

(d)whether the association has kept other records as required by this Part.

(2)An auditor who audits the financial statements or the financial report of an incorporated association must report to the members of the association in accordance with subsection (3).

Penalty: a fine of $5 500.

(3)The auditor’s report must —

(a)include a statement as to —

(i)whether the auditor is of the opinion that the financial statements are, or the financial report is, in accordance with this Part; and

(ii)if not of that opinion, why not;

and

(b)describe —

(i)any defect or irregularity in the financial statements or the financial report; and

(ii)any deficiency, failure or shortcoming in respect of the matters referred to in subsection (1)(b), (c) or (d);

and

(c)include any statements or disclosures required by the auditing standards; and

(d)specify the date on which it is made.

(4)If the auditor is of the opinion that the financial statements have not, or the financial report has not, been prepared in accordance with this Part, the auditor’s report must —

(a)to the extent that it is practicable to do so, quantify the effect that non‑compliance has on the financial statements or financial report; and

(b)if it is not practicable to quantify the effect fully, say why.

83.Reporting breaches of Act to Commissioner

(1)If —

(a)a reviewer or auditor conducting a review or audit of the financial statements or the financial report of an incorporated association under this Part is aware of circumstances that —

(i)the reviewer or auditor has reasonable grounds to suspect amount to a contravention of this Part; or

(ii)amount to an attempt, in relation to the review or audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the review or audit; or

(iii)amount to an attempt, by any person, to otherwise interfere with the proper conduct of the review or audit;

and

(b)if paragraph (a)(i) applies —

(i)the contravention is a significant one; or

(ii)if the contravention is not a significant one and the reviewer or auditor believes that the contravention has not been or will not be adequately dealt with by commenting on it in the reviewer’s or auditor’s report or bringing it to the attention of the management committee of the incorporated association,

the reviewer or auditor must notify the Commissioner in writing of those circumstances as soon as practicable, and in any case within 28 days, after the auditor becomes aware of those circumstances.

Penalty: a fine of $5 500.

(2)In determining for the purposes of subsection (1) whether a contravention of this Act is a significant contravention, regard must be had to the following —

(a)the level of penalty provided for in relation to the contravention;

(b)the effect that the contravention has, or may have, on the following —

(i)the overall financial position of the incorporated association;

(ii)the adequacy of the information available about the overall financial position of the incorporated association;

(iii)any other relevant matter.

Division 6 — Provisions relating to reviewers and auditors generally

84.Fees and expenses

The reasonable fees and expenses of a reviewer or auditor of an incorporated association are payable by the association.

85.Information and assistance

(1)An officer of an incorporated association must allow a reviewer or auditor of the association access at all reasonable times to the books of the association.

Penalty: a fine of $2 750.

(2)A reviewer or auditor of an incorporated association may require an officer of the association to give the reviewer or auditor information, explanations or other assistance for the purposes of the review or audit.

(3)A requirement under subsection (2) must be a reasonable one.

(4)An officer of an incorporated association must comply with a requirement under subsection (2).

Penalty: a fine of $2 750.

86.Right to attend general meeting and be heard

(1)A reviewer or auditor of an incorporated association, or an agent of a reviewer or auditor authorised by the reviewer or auditor in writing for the purpose, is entitled —

(a)to receive all notices of and other communications relating to any general meeting of the association that a member is entitled to receive; and

(b)to attend any general meeting of the association; and

(c)to be heard at any general meeting that the reviewer or auditor attends on any part of the business of the meeting that concerns the functions of the reviewer or auditor under this Part.

(2)Subsection (1) applies despite the fact that the reviewer or auditor retires at the meeting or a resolution to remove the reviewer or auditor from office is passed at the meeting.

(3)An incorporated association must ensure that a reviewer or auditor is afforded the rights conferred by this section.

Penalty: a fine of $2 750.

Division 7 — Appointment and removal of reviewers and auditors

87.Appointment of reviewer or auditor

(1)Except as provided in subsection (2), a reviewer or auditor, as the case requires, for an incorporated association may only be appointed by resolution of the members of the association at a general meeting.

(2)The management committee of the incorporated association may appoint a reviewer or auditor, as the case requires, if —

(a)under this Part the management committee of an incorporated association is required to ensure that its financial statements for a year are reviewed or audited; and

(b)no appointment is of effect under subsection (1) for the association.

(3)A reviewer or auditor of an incorporated association appointed at a general meeting holds office until the reviewer or auditor —

(a)dies; or

(b)becomes an insolvent under administration as that term is defined in the Corporations Act; or

(c)ceases to be qualified for appointment as provided by section 88(2); or

(d)is removed from office under section 89; or

(e)resigns from office under subsection (5).

(4)A reviewer or auditor appointed under subsection (2) holds office until the report of the review or the auditor’s report, as the case requires, has been presented for consideration at the annual general meeting of the incorporated association.

(5)A reviewer or auditor of an incorporated association may, by notice in writing given to the association, resign as reviewer or auditor of the association.

(6)An incorporated association must, within 14 days after being given a notice of resignation by a reviewer or auditor, lodge with the Commissioner notice of the resignation in the approved form.

Penalty: a fine of $1 000.

88.Qualifications for appointment

(1)An incorporated association or management committee must not appoint a person as the reviewer or auditor for the association if the person is not qualified for appointment.

(2)A person is qualified for appointment as a reviewer or auditor if the person is —

(a)a member of a professional accounting body who has a designation in respect of that membership that is prescribed by the regulations for the purposes of this paragraph; or

(b)a registered company auditor under the Corporations Act; or

(c)a person the Commissioner considers has appropriate qualifications or experience and approves for the purposes of this section.

89.Removal of reviewer or auditor by resolution

(1)A reviewer or auditor of an incorporated association may be removed from office by resolution at a general meeting of the association in accordance with this section but not otherwise.

(2)Written notice of an intention to move a resolution referred to in subsection (1) must be given to every member of the association at least 2 months before the general meeting is to be held.

(3)The notice must state in full the proposed resolution.

(4)As soon as possible after being given the notice of the resolution, the committee of management of the association must —

(a)give a copy of the notice to the reviewer or auditor; and

(b)lodge a copy of the notice with the Commissioner.

Penalty: a fine of $1 000.

90.Reviewer or auditor may make representations

(1)A reviewer or auditor of an incorporated association who receives a notice from the association under section 89(4)(a) may, within 30 days after receiving the notice, make a written representation, not exceeding a reasonable length, to the management committee of the incorporated association.

(2)Subject to section 91, if the reviewer or auditor makes a representation under subsection (1), a resolution proposing the reviewer’s or auditor’s removal is of no effect unless —

(a)the management committee gives a copy of the representation to all members of the association at least 7 days before the meeting at which the resolution is to be considered; and

(b)the reviewer or auditor is allowed to attend the meeting and address the members present before the vote on the resolution.

(3)A document required to be given to a member of an incorporated association under this section may be given —

(a)personally; or

(b)by post; or

(c)by any other means authorised under the rules of the association.

(4)All costs associated with giving a document to the members of an incorporated association under this section are to be borne by the association.

91.Exemption from section 90(2) requirements

(1)An incorporated association may lodge with the Commissioner an application for an order exempting the association from the requirements of section 90(2).

(2)The application must —

(a)be in writing; and

(b)state the reasons for the exemption; and

(c)be accompanied by the prescribed fee, if any.

(3)The Commissioner may make the order subject to any conditions the Commissioner considers appropriate.

Part 6  Transfer of incorporation

92.Term used: prescribed body corporate

In this Part —

prescribed body corporate means —

(a)a company within the meaning of the Corporations Act that is taken to be registered in Western Australia; or

(b)a co‑operative within the meaning of the Co‑operatives Act 2009; or

(c)an entity that —

(i)is a body corporate under another Commonwealth Act or a written law other than this Act; and

(ii)is prescribed for the purposes of this definition.

93.Incorporated association may apply for approval of registration or incorporation under another law

(1)An incorporated association may by special resolution decide to apply for registration or incorporation as a prescribed body corporate and, subject to this section, the association is authorised to give effect to that decision.

(2)An incorporated association cannot lodge an application for registration or incorporation unless the Commissioner has, on application made to the Commissioner by the association, approved —

(a)the application being lodged; and

(b)the doing of the things that are reasonably necessary to obtain the registration or incorporation.

(3)An application lodged with the Commissioner under subsection (2) must —

(a)be made in the approved form; and

(b)include a copy of the special resolution referred to in subsection (1); and

(c)include any information required by the regulations; and

(d)specify the period within which the application for registration or incorporation is expected to be made; and

(e)be accompanied by the fee prescribed.

94.Approval of Commissioner

(1)The Commissioner must approve an application for registration or incorporation being lodged if satisfied that the continued incorporation of the association under this Act would for any reason be inappropriate, including —

(a)on account of the incorporated association having, in the opinion of the Commissioner, ceased to be eligible to be incorporated under this Act; or

(b)because any prescribed circumstances exist.

(2)The Commissioner may approve an application for registration or incorporation being lodged if, in the opinion of the Commissioner, it would be more appropriate for the activities of the incorporated association that lodged the application to be carried on by a body corporate registered or incorporated under some other law.

(3)The grounds on which the Commissioner may form an opinion for the purposes of subsection (2) include the following —

(a)the scale or nature of the activities of the incorporated association;

(b)the value or nature of the property of the incorporated association;

(c)the extent or nature of the dealings the incorporated association has with the public;

(d)any other matter the Commissioner considers relevant.

(4)An incorporated association must act in accordance with the terms and conditions of the Commissioner’s approval —

(a)in making an application for registration or incorporation; and

(b)in doing the things that are reasonably necessary to obtain it.

95.Commissioner may direct incorporated association to apply for other registration or incorporation

(1)This section applies if —

(a)the Commissioner is satisfied that the continued incorporation of an association under this Act would for any reason be inappropriate, including —

(i)on account of the incorporated association having, in the opinion of the Commissioner, ceased to be eligible to be incorporated under this Act; or

(ii)because any prescribed circumstances exist;

or

(b)in the opinion of the Commissioner, it would be more appropriate for the activities of the incorporated association that lodged the application to be carried on by a body corporate registered or incorporated under some other law.

(2)The grounds on which the Commissioner may form an opinion for the purposes of subsection (1)(b) include the following —

(a)the scale or nature of the activities of the incorporated association;

(b)the value or nature of the property of the incorporated association;

(c)the extent or nature of the dealings the incorporated association has with the public;

(d)any other matter the Commissioner considers relevant.

(3)The Commissioner may in writing direct the incorporated association to apply for, and do all things that are reasonably necessary to obtain, registration or incorporation as a prescribed body corporate.

(4)A direction under subsection (3) —

(a)must specify the period within which the application must be made; and

(b)may specify any terms and conditions that are to be observed in making the application for registration or incorporation or doing the things that are reasonably necessary to obtain it.

(5)The Commissioner may, by notice in writing to the incorporated association —

(a)from time to time extend the period referred to in subsection (4)(a); or

(b)revoke or amend a direction given under subsection (3).

96.Commissioner must give notice of intention to give direction

(1)Before the Commissioner gives a direction to an incorporated association under section 95(3) or notice of an amendment under section 95(5)(b), the Commissioner must give notice in writing to the association stating —

(a)the Commissioner’s intention to give the direction or make the amendment; and

(b)the grounds on which the Commissioner is proposing to act; and

(c)that written submissions on the proposed direction or amendment may be made to the Commissioner within a specified period.

(2)The period specified under subsection (1)(c) must not be less than 90 days after the notice is given but the Commissioner may, on application made by the association, extend the specified period for a further period not exceeding 90 days.

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

97.SAT review of proposed direction or amendment

(1)An incorporated association to which a notice is given under section 96 may, not later than the end of the period specified under section 96(1)(c) or any extension of that period, apply to the State Administrative Tribunal for a review of the proposed direction or amendment.

(2)If an application is so made, the Commissioner cannot give the direction or make the amendment unless —

(a)the application results in the Commissioner’s proposed action being confirmed; or

(b)the application is dismissed or struck out.

98.Association must comply with section 95 direction

(1)Subject to section 97(2), an incorporated association must comply with a direction given to the association under section 95(3) or a direction as amended under section 95(5)(b).

(2)A contract to which an incorporated association is a party is not illegal, void or unenforceable by reason only of a failure by the association to comply with a direction or notice under section 95.

99.Cancellation of incorporation under this Act

(1)The registration or incorporation of an incorporated association as a prescribed body corporate automatically cancels the incorporation of the association under this Act.

(2)If an incorporated association becomes registered or incorporated as a prescribed body corporate, the body must notify the Commissioner in writing of the registration or incorporation within 14 days after it occurs.

Penalty: a fine of $5 000.

100.Transition to incorporation under another law

(1)In this section, a reference to a transfer of incorporation by an incorporated association is a reference to an incorporated association becoming registered or incorporated as a prescribed body corporate (the body corporate).

(2)The transfer of incorporation by an incorporated association does not affect —

(a)the identity of the association, which is to be taken to be the same body before and after the transfer of incorporation; or

(b)any act, matter or thing done or omitted to be done, or any circumstance subsisting, before the transfer to the extent that the act, matter, thing, omission or circumstance has any relevance to the association after the transfer.

(3)Without limiting subsection (2) —

(a)proceedings by or against an incorporated association subsisting immediately before the transfer of incorporation may be continued by or against the body corporate in the name of the incorporated association; and

(b)proceedings that might have been brought by or against an incorporated association immediately before the transfer of incorporation may be commenced by or against the body corporate.

(4)Without limiting subsection (2), a transfer of incorporation does not affect —

(a)any obligation or liability incurred under this Act; or

(b)any penalty or forfeiture incurred in respect of any offence committed against this Act; or

(c)any investigation, proceeding or remedy in respect of any such obligation, liability, penalty or forfeiture.

(5)Any such investigation, proceeding or remedy may be instituted, continued or enforced, and any such penalty or forfeiture may be imposed, as if the body corporate were an incorporated association.

(6)This section has effect in relation to a matter concerning an incorporated association that is registered as a company under the Corporations Act only to the extent that the matter is not dealt with by that Act.

Part 7 — Amalgamation

101.Term used: new body

In this Part —

new body has the meaning given in section 102(1).

102.Application for incorporation of body formed by amalgamation

(1)An application may be lodged with the Commissioner in the approved form for the incorporation of an association (the new body) that is an amalgamation of 2 or more existing incorporated associations.

(2)The application must be made by a person duly authorised to do so by each of the existing associations.

(3)An application cannot be made if the proposed amalgamation is inconsistent with the rules of any of the existing associations.

(4)An application cannot be made unless —

(a)the terms of amalgamation; and

(b)the name and the objects or purposes of the new body; and

(c)the rules of the new body,

have been approved by a special resolution of each of the existing incorporated associations concerned.

103.What must be included in application

(1)An application under section 102 must contain —

(a)copies of the special resolutions referred to in section 102(4); and

(b)a statement signed by a member of the management committee of each incorporated association concerned that the special resolution of that association was passed in accordance with this Act; and

(c)the same information in relation to the new body as is required to be provided in relation to an association under section 7; and

(d)any other information prescribed for the purposes of this subsection.

(2)Sections 7(2), (3), (4) and (5), 23, 24 and 25 apply in respect of a new body, with all necessary changes, and any reference in those sections to an application for incorporation includes a reference to an application under section 102.

104.Commissioner may require public notice of application

(1)The Commissioner may in writing require an applicant under section 102 to give public notice of the application in either or both of the following ways —

(a)by advertisement in a manner determined by the Commissioner;

(b)in some other way that the Commissioner thinks appropriate.

(2)For the purposes of section 105, the applicant must include in the public notice a statement in wording approved by the Commissioner showing —

(a)that a written request, including the reasons for the request, may be given to the Commissioner by any person under that section; and

(b)the period within which any request must be received by the Commissioner.

105.Request for refusal of incorporation of new body

(1)Where public notice is given under section 104, any person may, in accordance with the terms of the notice, request the Commissioner to decline to incorporate the new body under section 106.

(2)A request under subsection (1) must include the reasons for the request.

106.Incorporation of new body

(1)If on application duly made the Commissioner is satisfied that the requirements set out in subsection (2) have been met, the Commissioner must, subject to subsection (4) and section 107, incorporate the new body by the issue to it of a certificate of incorporation in the approved form.

(2)The requirements referred to are that —

(a)the special resolutions mentioned in section 102(4) have been passed; and

(b)the new body is eligible to be incorporated under this Act; and

(c)the considerations mentioned in section 11(1)(a) or (b) do not apply; and

(d)the name of the new body is appropriate having regard to section 12; and

(e)the rules of the new body comply with section 22.

(3)The issue of a certificate of incorporation to the new body automatically cancels the incorporation of an incorporated association that is a party to the amalgamation.

(4)The Commissioner must not issue a certificate of incorporation to the new body unless —

(a)each certificate of incorporation of an incorporated association that is a party to the amalgamation has been returned to the Commissioner; or

(b)the Commissioner is satisfied that the certificate has been lost or destroyed.

107.Time to be allowed for operation of section 105

(1)The Commissioner is not to incorporate the new body until —

(a)the time during which any request might be made under section 105 has expired; and

(b)any request made under that section has been finally refused.

(2)For the purposes of subsection (1) a request under section 105 has been finally refused if the request is refused by the Commissioner and either —

(a)the time for making an application for review under section 170 has expired without such an application being made; or

(b)any application for review made under section 170 —

(i)has resulted in the Commissioner’s refusal being confirmed; or

(ii)has been dismissed or struck out.

108.Vesting of property and liabilities in new body

Schedule 2 has effect in relation to the new body on its incorporation.

Part 8 — Statutory management of incorporated association

109.Application by Commissioner to appoint statutory manager

(1)The Commissioner may apply to the State Administrative Tribunal for the appointment of a statutory manager to administer the affairs of an incorporated association.

(2)The Commissioner must give a copy of the application to the incorporated association.

(3)For the purposes of the State Administrative Tribunal Act 2004 section 36, the incorporated association is a party to the proceeding on an application under this section.

110.State Administrative Tribunal may appoint statutory manager

(1)The State Administrative Tribunal may, on application by the Commissioner under section 109, make an order appointing a statutory manager to administer the affairs of an incorporated association subject to the terms and conditions determined by the Tribunal.

(2)The State Administrative Tribunal must not appoint a statutory manager unless it is of the opinion that —

(a)the incorporated association is not functioning effectively in accordance with its objects or purposes or this Act; and

(b)the appointment of a statutory manager is —

(i)likely to improve the functioning of the incorporated association; and

(ii)in the best interests of the association.

111.Effect of appointment of statutory manager

(1)On the appointment of a statutory manager of an incorporated association —

(a)the members of the management committee of the association are suspended from office; and

(b)the statutory manager has the functions of the management committee, including the committee’s powers of delegation.

(2)Except as provided by section 114, a member of the management committee of an incorporated association cannot be appointed or elected so long as a statutory manager is in office in respect of the association.

112.Variation and revocation of order

(1)In this section —

other persons means —

(a)if an application is made under this section by the Commissioner — the incorporated association and the statutory manager;

(b)if an application is made under this section by the incorporated association — the Commissioner and the statutory manager;

(c)if an application is made under this section by the statutory manager — the Commissioner and the incorporated association.

(2)The State Administrative Tribunal may, on application by the Commissioner, the incorporated association or the statutory manager under this section, vary or revoke an order appointing a statutory manager under section 110.

(3)The applicant must give a copy of the application to the other persons.

(4)The State Administrative Tribunal may give any directions it considers necessary or expedient for the purposes of this section.

(5)For the purposes of the State Administrative Tribunal Act 2004 section 36, the other persons are parties to the proceeding on an application under this section.

113.Duration of appointment

(1)An appointment of a statutory manager continues in force until it is revoked —

(a)by the State Administrative Tribunal under section 112; or

(b)by operation of subsection (2).

(2)The appointment of a statutory manager of an incorporated association is automatically revoked if any of the following occurs —

(a)a voluntary administrator is appointed to administer the affairs of the association;

(b)a liquidator is appointed to carry out the winding up of the association;

(c)the incorporation of the association is cancelled under section 99(1) or 106(3);

(d)the Commissioner cancels the incorporation of the association under Part 10.

114.Prerequisites of revocation of appointment

(1)Before revoking the appointment of a statutory manager of an incorporated association, the State Administrative Tribunal must —

(a)appoint another statutory manager of the association; or

(b)be satisfied that the members of the management committee of the association who were suspended under section 111(1)(a) are able to continue in office; or

(c)be satisfied that members of the management committee of the association have been elected in accordance with the rules of the association at a meeting convened by the statutory manager in accordance with those rules; or

(d)be satisfied that the Commissioner has appointed members to the management committee of the association under subsection (2).

(2)The Commissioner may appoint the management committee members of an incorporated association for which a statutory manager is appointed.

(3)Members of the management committee elected or appointed in accordance with this section —

(a)take office on the revocation of the statutory manager’s appointment; and

(b)in the case of members appointed under subsection (2), hold office, subject to section 118, until the next annual general meeting of the association after the revocation of that appointment.

115.Statutory manager to report to Commissioner

(1)A statutory manager of an incorporated association —

(a)must report to the Commissioner on the affairs of the association as directed by the Commissioner; and

(b)may at any time on the statutory manager’s own initiative report to the Commissioner on those affairs.

Penalty for an offence under subsection (1)(a): a fine of $10 000.

(2)After the revocation of a statutory manager’s appointment, the person who held the office —

(a)must, as soon as is practicable, make a final report to the Commissioner on the affairs of the association; and

(b)must, give a copy of the final report to the incorporated association.

Penalty: a fine of $10 000.

(3)The Commissioner may, after considering a report under subsection (2), refer any matter back to the person for further consideration and report to the Commissioner.

(4)For the purposes of subsections (2) and (3) the person who held the office has access to the books of the incorporated association concerned whenever necessary.

(5)The person must report to the Commissioner as required under subsection (3).

Penalty for an offence under subsection (5): a fine of $10 000.

116.Expenses of statutory management

(1)The expenses of and incidental to the conduct of an incorporated association’s affairs by a statutory manager are payable from the association’s funds.

(2)The expenses of conducting an incorporated association’s affairs include —

(a)if the statutory manager is a person who is appointed or employed under the Public Sector Management Act 1994 in the Public Sector — the amount that the Commissioner certifies should be paid to the State as repayment of the statutory manager’s remuneration; or

(b)if paragraph (a) does not apply — remuneration of the statutory manager at a rate approved by the State Administrative Tribunal.

(3)An amount certified under subsection (2)(a) is recoverable from the incorporated association by the Commissioner in a court of competent jurisdiction as a debt due to the State.

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

117.Protection from liability

(1)Except as provided in subsection (4), a statutory manager, or a person acting at the direction of a statutory manager, is not liable for any loss incurred by an incorporated association in respect of the period of the statutory manager’s appointment.

(2)The Commissioner or the State is not liable for —

(a)any loss incurred by an incorporated association in respect of the period of a statutory manager’s appointment; or

(b)any act or omission of a statutory manager or a person acting at the direction of a statutory manager.

(3)Subsection (1) does not affect the duty of a statutory manager to provide information to the Commissioner in respect of any loss in a report under section 115.

(4)A statutory manager is liable for a loss incurred by the incorporated association in respect of the period of the statutory manager’s appointment because of the statutory manager’s —

(a)fraud or dishonesty; or

(b)negligence; or

(c)wilful failure to comply with this Act or the rules of the association.

118.Additional powers of Commissioner

(1)If the Commissioner appoints members of the management committee of an incorporated association under section 114, the Commissioner may, by notice in writing given to the association, specify —

(a)a period during which this section is to apply in relation to the association; and

(b)the terms and conditions on which all or any of the members of the management committee hold office; and

(c)the rules that are to be the rules of the association.

(2)While this section applies to an incorporated association, the Commissioner may —

(a)from time to time remove or appoint members of the management committee; and

(b)from time to time alter the terms and conditions or the rules specified under subsection (1).

(3)The Commissioner may, by notice in writing given to an incorporated association, extend the period during which this section is to apply to the association.

(4)While this section applies to an incorporated association, rules specified by the Commissioner under this section for the association —

(a)are not to be altered or revoked except under this section; and

(b)if they are inconsistent with any other rule of the association, prevail over that other rule.

(5)Section 160(2)(d) applies to a copy of rules specified by the Commissioner under subsection (1) as if they had been lodged with the Commissioner.

119.Proceedings against association stayed

(1)After a statutory manager has been appointed to administer the affairs of an incorporated association, a person cannot begin or continue a proceeding in a court against the association until the appointment of the statutory manager is revoked except —

(a)with the leave of the Supreme Court; and

(b)if that Court grants leave, in accordance with the terms and conditions that it imposes.

(2)A person intending to apply for leave of the Supreme Court under subsection (1) must give the Commissioner not less than 10 days’ notice of that intention.

Penalty: a fine of $5 000.

(3)On the hearing of an application under subsection (1), the Commissioner may be represented and may oppose the granting of the application.

Part 9 — Administration and winding up

Division 1 — Voluntary administration and winding up

120.Administration under Corporations Act

(1)This section makes provision for the voluntary administration under the Corporations Act of an incorporated association.

(2)Subsection (3) is made for the purposes of the Corporations (Ancillary Provisions) Act 2001 Part 3.

(3)The administration of an incorporated association is declared to be an applied Corporations legislation matter in relation to the Corporations Act Part 5.3A subject to the following modifications —

(a)the modifications to the text of that Act set out in Schedule 3;

(b)such other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 Part 3) as may be prescribed by the regulations.

121.Voluntary winding up under Corporations Act

(1)This section applies to an incorporated association that has surplus property to be distributed on winding up.

(2)An incorporated association may be wound up voluntarily if the association so resolves by special resolution.

(3)The voluntary winding up of an incorporated association is declared to be an applied Corporations legislation matter in relation to the Corporations Act Parts 5.5 and 5.6 subject to the following modifications —

(a)the modifications to the text of that Act set out in Schedule 3;

(b)such other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 Part 3) as may be prescribed by the regulations.

122.Further application of Corporations Act

Any matter declared under section 120 or 121 to be an applied Corporations legislation matter is, in addition, an applied Corporations legislation matter in relation to the Corporations Act Part 5.9 Division 3, subject to the following modifications —

(a)the modifications to the text of that Act set out in Schedule 3; and

(b)such other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 Part 3) as may be prescribed by the regulations.

Division 2 — Winding up by Supreme Court

123.Grounds on which winding up may be ordered

An incorporated association may be wound up by the Supreme Court on application made on any ground specified in Schedule 4.

124.By whom application may be made

An application to the Supreme Court for the winding up of an incorporated association may be made by —

(a)the incorporated association; or

(b)a member of the incorporated association; or

(c)the Commissioner; or

(d)the Minister; or

(e)a creditor, in the case of an application based on the ground specified in Schedule 4 item 5.

125.Application of Corporations Act

(1)The winding up of an incorporated association (other than by a voluntary winding up) by the Supreme Court is declared to be an applied Corporations legislation matter in relation to the Corporations Act Part 5.7, subject to the following modifications —

(a)the modifications to the text of that Act set out in Schedule 3; and

(b)the provisions of Part 5.7 of that Act are to be read as if they extended to the winding up of the affairs of an incorporated association in the State; and

(c)such other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 Part 3) as may be prescribed by the regulations.

(2)Any matter declared under this section to be an applied Corporations legislation matter is, in addition, an applied Corporations legislation matter in relation to the Corporations Act Part 5.9 Division 3, subject to the following modifications —

(a)the modifications to the text of that Act set out in Schedule 3;

(b)such other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 Part 3) as may be prescribed by the regulations.

126.Cancellation of incorporation upon winding up by Supreme Court

(1)When the Commissioner is satisfied that the winding up of an incorporated association under this Division has been completed the Commissioner must, in writing, cancel the incorporation of the association with effect on and from a day that the Commissioner considers appropriate and specifies.

(2)The Commissioner may cause notice of a cancellation under subsection (1) to be published in the Gazette if the Commissioner considers that public notification of the cancellation is desirable.

Division 3 — Offence related to incurring of debt

127.Duties of management committee members with respect to incurring of debt

(1)If an incorporated association incurs a debt and —

(a)the association is insolvent at the time the debt is incurred or becomes insolvent by incurring that debt, or by incurring at that time debts including that debt; and

(b)immediately before the debt is incurred —

(i)there are reasonable grounds to expect that the association is insolvent; or

(ii)there are reasonable grounds to expect that, if the association incurs the debt, the association will become insolvent,

any person who was a member of the management committee of the association at the time the debt was incurred commits an offence.

Penalty: a fine of $5 000.

(2)In any proceedings against a person under subsection (1) it is a defence if the accused proves that, at the time the debt was incurred, the accused had reasonable grounds to expect, and did expect, that the incorporated association was solvent at that time and would remain solvent even if it incurred that debt and any other debts that it incurred at that time.

(3)Without limiting subsection (2), in any proceedings against a person under subsection (1) it is a defence if the accused proves that, at the time the debt was incurred, the accused —

(a)had reasonable grounds to believe and did believe —

(i)that a competent and reliable person (the other person) was responsible for providing to the accused adequate information about whether the association was solvent; and

(ii)that the other person was fulfilling that responsibility;

and

(b)expected, on the basis of information provided to the accused by the other person, that the incorporated association was solvent at that time and would remain solvent even if it incurred that debt and any other debts that it incurred at that time.

(4)In any proceedings against a person under subsection (1) it is a defence if the accused proves that, at the time the debt was incurred, because of illness or for some other good reason, the accused did not take part at that time in the management of the incorporated association.

(5)In any proceedings against a person under subsection (1) it is a defence if the accused proves that the accused took all reasonable steps to prevent the incorporated association incurring the debt.

(6)In determining whether a defence under subsection (5) has been proved, the matters to which regard must be had include, but are not limited to the following —

(a)any action the accused took with a view to appointing an administrator of the incorporated association;

(b)when that action was taken;

(c)the results of that action.

Part 10 — Cancellation of incorporation

Division 1 — Voluntary cancellation where there is property to be distributed

128.Term used: distribution plan

In this Division —

distribution plan means a statement showing —

(a)the intended recipients of surplus property of the incorporated association concerned; and

(b)an estimate of the amount or value of the property that each intended recipient is to receive.

129.Initiation of cancellation of incorporation under this Division

Before the incorporation of an incorporated association may be cancelled under this Division —

(a)the management committee of the association must examine the affairs of the association and by resolution declare that in its opinion the association is able to pay or meet its debts and liabilities; and

(b)the association must then pass special resolutions —

(i)that its incorporation be cancelled under this Division; and

(ii)approving a distribution plan that complies with sections 133 and 134;

and

(c)the distribution plan must be approved by the Commissioner.

130.Application for approval of distribution plan and cancellation

(1)If an incorporated association has passed the special resolutions referred to in section 129(b), the association must apply in the approved form to the Commissioner for —

(a)approval of the distribution plan; and

(b)cancellation of incorporation.

Penalty: a fine of $1 000.

(2)The application must —

(a)set out the terms of —

(i)the special resolutions; and

(ii)the resolution referred to in section 129(a);

and

(b)be accompanied by a copy of the distribution plan approved by the incorporated association; and

(c)contain a statement signed by a member of the management committee of the association that the special resolutions were passed in accordance with this Act.

(3)The incorporated association must also provide the Commissioner with such further information and documents as the Commissioner may in writing request.

(4)The application must be lodged within 28 days after the passing of the special resolutions or within such longer period as the Commissioner may allow.

131.Commissioner may require public notice of application

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

(2)For the purposes of section 132, the applicant must include in the public notice a statement in wording approved by the Commissioner showing —

(a)that a written request, including the reasons for the request, may be given to the Commissioner by any person under that section; and

(b)the period within which any request must be received by the Commissioner.

132.Request for refusal to approve or cancel

(1)Where public notice is given under section 131 in respect of an incorporated association, any person may, in accordance with the terms of the notice, request the Commissioner to decline to approve the distribution plan or cancel the incorporation of the association.

(2)A request under subsection (1) must include the reasons for the request.

133.Content and operation of distribution plan

(1)A distribution plan in respect of an incorporated association must provide for the distribution of the surplus property in accordance with the rules of the association, being rules that —

(a)make provision of the kind mentioned in Schedule 1 Division 1 item 19; and

(b)are consistent with the provision implied by section 24.

(2)Surplus property distributed under a distribution plan is subject to any trust affecting the property or any part of it.

134.Position where conditions attached to grant

(1)In this section —

body includes a public authority;

public authority means —

(a)Minister of the State or the Commonwealth; or

(b)a government department, agency or organisation of the State or the Commonwealth; or

(c)a body, corporate or unincorporated, that is established or continued for a public purpose by the State or the Commonwealth, regardless of the way it is established; or

(d)a local government or regional local government;

relevant contract means a contract as to the manner in which property referred to in subsection (2), or any part of the property, is to be dealt with if an incorporated association is wound up or its incorporation is cancelled.

(2)Where property has been provided to an incorporated association by any body, a distribution plan in respect of the association must give effect to any relevant contract that has been made between the association and the body.

(3)Subsection (2) —

(a)applies only if, and to the extent that, the contract is binding on the association; and

(b)does not apply if, or to the extent that, the body concerned agrees otherwise.

(4)Subject to subsection (2), property of the association consisting of property provided by a public authority, must be returned to —

(a)the public authority that provided the property; or

(b)a body nominated by that public authority.

135.Approval of distribution plan

(1)A distribution plan lodged under section 130 does not have effect unless it is approved by the Commissioner.

(2)The Commissioner must not approve the distribution plan until —

(a)the time during which any request might be made under section 132 has expired; and

(b)any request made under that section has been finally refused.

(3)For the purposes of subsection (2) a request under section 132 has been finally refused if the request is refused by the Commissioner and either —

(a)the time for making an application for review under section 170 has expired without such an application being made; or

(b)any application for review made under section 170 —

(i)has resulted in the Commissioner’s refusal being confirmed; or

(ii)has been dismissed or struck out.

136.Refusal to approve distribution plan

(1)The Commissioner may refuse to approve a distribution plan for the purposes of this Division if the Commissioner is of the opinion that —

(a)the distribution plan does not comply with section 133; or

(b)the incorporated association should be wound up.

(2)The grounds on which the Commissioner may form an opinion for the purposes of subsection (1)(b) are —

(a)because of any of the following matters, as determined by the Commissioner —

(i)the scale or nature of the activities of the incorporated association; or

(ii)the value or nature of the property of the incorporated association; or

(iii)the extent or nature of the dealings the incorporated association has with the public;

or

(b)because any prescribed circumstances exist.

137.Time limit for implementation of plan

The Commissioner must, when approving a distribution plan under this Division, fix a period within which the implementation of the plan must be completed, and may from time to time extend the period so fixed.

138.Duty of association

An incorporated association that has had a distribution plan approved under this Division must ensure that —

(a)its surplus property is properly distributed in accordance with the distribution plan; and

(b)the distribution is completed within the period required under section 137.

139.Reporting to Commissioner

(1)The incorporated association concerned must —

(a)provide such information or documents for the Commissioner on the implementation of a distribution plan as the Commissioner may in writing require; and

(b)as soon as is practicable after the implementation of a distribution plan has been completed, prepare a certificate in the approved form certifying that the surplus property of the association has been distributed in accordance with the plan.

(2)An incorporated association prepares a certificate under subsection (1) when the association, or the management committee of the association, determines by resolution the content of the certificate.

(3)The incorporated association must lodge a certificate prepared under subsection (1)(b) with the Commissioner as soon as is practicable after it is prepared.

140.Cancellation of incorporation under this Division

(1)The Commissioner must, in writing, cancel the incorporation of an incorporated association with effect on and from a day that the Commissioner considers appropriate and specifies if —

(a)the Commissioner is satisfied that the requirements of this Division in respect of the association have been complied with; and

(b)the association has lodged with the Commissioner the certificate referred to in section 139(1)(b).

(2)The Commissioner may cause notice of a cancellation under subsection (1) to be published in the Gazette if the Commissioner considers that public notification of the cancellation is desirable.

Division 2 — Voluntary cancellation where there are no debts or surplus property

141.Application for cancellation under this Division

(1)An incorporated association may lodge with the Commissioner an application in the approved form to have the incorporation of the association cancelled under this Division.

(2)An application cannot be made under subsection (1) by an incorporated association unless —

(a)the management committee of the association has examined the affairs of the association and by resolution declared that in its opinion the debts and liabilities of the association have been satisfied and there is no surplus property to be distributed; and

(b)the making of the application has been approved by a special resolution of the incorporated association.

142.Content of application

(1)An application by an incorporated association for cancellation of its incorporation under this Division must contain —

(a)copies of each of the resolutions referred to in section 141(2); and

(b)a statement signed by a member of the management committee of the association that the special resolution referred to in section 141(2)(b) was passed in accordance with this Act.

(2)The incorporated association must also provide the Commissioner with such further information and documents as the Commissioner may in writing request.

143.Commissioner may grant application

(1)On application duly made under section 141, the Commissioner may, in writing, cancel the incorporation of the association concerned if the Commissioner is satisfied that —

(a)the special resolution referred to in section 141(2)(b) was passed in accordance with this Act; and

(b)the debts and liabilities of the association have been satisfied and there is no surplus property remaining; and

(c)all of the requirements of this Act in respect of the association have been met.

(2)A cancellation under subsection (1) has effect on and from a day that the Commissioner considers appropriate and specifies in writing.

(3)The Commissioner may cause notice of a cancellation under subsection (1) to be published in the Gazette if the Commissioner considers that public notification of the cancellation is desirable.

Division 3 — Cancellation of incorporation by Commissioner on certain grounds

144.Grounds on which Commissioner may act

Section 145 applies if the Commissioner has reasonable cause to believe that an incorporated association —

(a)was not at the time of incorporation eligible for incorporation under this Act; or

(b)has contravened or is contravening section 17; or

(c)has suspended its operations, or has in effect been dormant, for a whole year or more; or

(d)has resolved to wind up but no person is prepared to act as liquidator; or

(e)has failed to comply with a direction of the Commissioner under section 95; or

(f)has refused or failed to remedy a contravention of this Act within 60 days after notice of the contravention has been given to the association by the Commissioner.

145.Commissioner may require association to show cause

(1)Where this section applies, the Commissioner may give to the incorporated association a notice —

(a)stating that the Commissioner proposes to cancel the incorporation of the association; and

(b)specifying the ground or grounds on which it is proposed to do so; and

(c)informing the association that, if it does not show cause within the allowed period, the incorporation of the association will be cancelled.

(2)The Commissioner may also have the notice published in a manner the Commissioner considers appropriate.

(3)The allowed period under subsection (1)(c) is —

(a)60 days after the day on which the notice is given; or

(b)if subsection (2) applies, 60 days after the day on which the notice has been both given and published.

146.How association may show cause

Where a notice has been given to an incorporated association under section 145, the association shows cause for the purposes of this Division if it satisfies the Commissioner that the ground or grounds stated in the notice does or do not apply to the incorporated association.

147.Cancellation of incorporation where cause not shown

(1)If the incorporated association does not show cause within the allowed period, the Commissioner may, by order published in the Gazette, cancel the incorporation of the association with effect on and from a day that the Commissioner considers appropriate and specifies in the order.

(2)Before the Commissioner makes an order under subsection (1), the Commissioner must give notice in writing to the incorporated association stating that the Commissioner proposes to make the order after the expiration of 28 days from the day on which the notice is given.

(3)An incorporated association to which a notice is given under subsection (2) may, not later than the end of the period specified under that subsection, apply to the State Administrative Tribunal for a review of the Commissioner’s proposal.

(4)If an application is so made, the Commissioner cannot make the order unless —

(a)the application results in the Commissioner’s proposal being substantially confirmed; or

(b)the application is dismissed or struck out.

148.Powers in respect of property

(1)On the making of an order under section 147 cancelling the incorporation of an association —

(a)the property held by the association immediately before the cancellation vests in the State; and

(b)the Commissioner acting on behalf of, and in the name of, the State has power to realise such property, pay the debts and liabilities of the association, distribute its surplus property and wind up its affairs.

(2)Nothing in this section imposes an obligation or liability on the Commissioner or the State to do any act or thing required by law to be done by the owner or occupier of the property other than the satisfaction or payment of the charge, claim or liability out of the property of the incorporated association so far as it is, in the opinion of the Commissioner, properly available for and applicable to the payment.

(3)The Commissioner may for the purposes of this section or any incidental purpose —

(a)do all such other acts and things as are reasonably necessary or expedient; and

(b)appoint a person to investigate the affairs of the association and exercise any power on behalf of the Commissioner; and

(c)give such directions as the Commissioner thinks fit; and

(d)do or omit any act or thing, or take any step, that is prescribed.

(4)The reasonable costs, charges and expenses of the Commissioner or the State and a person appointed under subsection (3)(b) relating to the exercise and performance of the powers and functions conferred by or under this section in respect of an incorporated association are to be paid out of the property of the association.

149.Property vested in the State

Property vested in the State under section 148(1)(a) —

(a)is to be administered in the Department by the Commissioner acting on behalf of, and in the name of, the State; and

(b)is subject to any charge, claim or liability imposed by law on or affecting that property to which the property would have been subject had the property continued to be held by the incorporated association by which it was held immediately before it vested in the State.

Division 4 — General

150.Liabilities not affected by cancellation of incorporation

Any liability of a member of the management committee or member of an association —

(a)is not affected by the cancellation of the incorporation of the association under this Act; and

(b)may be enforced as if the incorporation of the association had not been cancelled.

151.Reinstatement of incorporation

(1)If the Commissioner is satisfied that the incorporation of an association should not have been cancelled under this Part, and the association has not become incorporated under any other Act or law, the Commissioner may in writing reinstate its incorporation under this section.

(2)If an association’s incorporation is reinstated under this section, the body corporate previously established by this Act in relation to the association is, as from the time of reinstatement, taken to have continued in existence as if the association’s incorporation had not been cancelled.

(3)The Commissioner may cause notice of a reinstatement under subsection (1) to be published in the Gazette if the Commissioner considers that public notification of the reinstatement is desirable.

(4)The regulations may make provision of a savings or transitional nature consequent on the reinstatement of an association’s incorporation under this section.

Part 11  Exclusion from Corporations legislation

152.Excluded matters for Corporations Act section 5F

(1)The following matters are declared to be excluded matters for the purposes of the Corporations Act section 5F in relation to the whole of the Corporations legislation to which Part 1.1A of that Act applies —

(a)an incorporated association;

(b)any act or omission of any person, body or other entity in relation to an incorporated association.

(2)Subsection (1) does not exclude the application of the following provisions of the Corporations Act —

(a)provisions that relate to any matter that the regulations provide must not be excluded from the operation of the Corporations legislation;

(b)provisions that relate to the role of an incorporated association in the formation of a company;

(c)provisions that relate to registration as a company under the Corporations Act Chapter 5B;

(d)provisions that relate to substantial holdings, by or involving an incorporated association, in a company;

(e)provisions that confer or impose functions on an incorporated association as a member, or former member, of a corporation;

(f)provisions that relate to dealings by an incorporated association in securities of a body corporate, other than securities of the incorporated association itself;

(g)provisions that confer or impose functions on an incorporated association in its dealings with a corporation, not being dealings in securities of the incorporated association;

(h)provisions that relate to securities of an incorporated association, other than debentures of or deposits with an incorporated association;

(i)provisions relating to financial markets and participants in financial markets;

(j)provisions relating to financial services licensees whose licence covers dealing in, or providing advice about, financial products;

(k)provisions relating to carrying on a financial services business;

(l)provisions relating to financial statements, and audit of financial statements, of financial services licensees whose licence covers dealing in, or providing advice about, financial products;

(m)provisions relating to clients of financial services licensees whose licence covers dealing in, or providing advice about, financial products;

(n)provisions relating to registers of interests in financial products.

(3)The provisions specified in subsection (2) only apply to an incorporated association to the extent to which an incorporated association may engage in the activities covered by those provisions.

Part 12 — Administration

Division 1 — General

153.Commissioner

(1)In this section —

executive officer has the meaning given in the Public Sector Management Act 1994 section 3(1).

(2)The Minister is required, by notice published in the Gazette, to designate a person who is an executive officer of the Department as the Commissioner for the purposes of this Act.

(3)The Commissioner may be referred to by a title specified by the Minister by notice published in the Gazette.

154.General functions of Commissioner

The functions of the Commissioner include the following —

(a)to facilitate the establishment and operation of incorporated associations in accordance with this Act;

(b)to promote and encourage compliance with this Act;

(c)to receive complaints and information concerning non‑compliance with the Act and, if the Commissioner considers it warranted, to investigate the complaints and information and to take whatever action in respect of the complaints and information as seems proper to the Commissioner;

(d)to conduct compliance and educational activities in relation to matters concerning incorporated associations;

(e)to investigate, research and publish reports and information in relation to matters concerning incorporated associations as the Commissioner considers appropriate;

(f)to report to the Minister on matters referred to the Commissioner by the Minister and on matters of importance investigated by the Commissioner, whether referred to the Commissioner by the Minister or not;

(g)to perform any other functions that are conferred or imposed on the Commissioner by this Act or any other Act.

155.Delegation by Commissioner

(1)The Commissioner may delegate to any other person employed in the Department any power or duty of the Commissioner under another provision of this Act.

(2)The delegation must be in writing signed by the Commissioner.

(3)A person to whom a power or duty is delegated under this section cannot delegate that power or duty.

(4)A person exercising or performing a power or duty that has been delegated to the person under this section is to be taken to do so in accordance with the terms of the delegation unless the contrary is shown.

(5)Nothing in this section limits the ability of the Commissioner to perform a function through an officer or agent.

156.Regulations for the provision of information to the Commissioner

(1)The regulations may make provision for prescribed information that is —

(a)in respect of an incorporated association; and

(b)relevant to the operation of this Act,

to be provided, in accordance with the regulations, to the Commissioner by an incorporated association or a member of its management committee.

(2)Provision made under subsection (1) may include prescribed information to be provided by way of periodical returns in respect of prescribed periods that are to be lodged with the Commissioner in accordance with the regulations.

(3)The regulations may require that the information be verified by a statutory declaration.

157.Commissioner may require documents relating to financial affairs to be produced

(1)The Commissioner may by written notice require an incorporated association to produce to the Commissioner at a time and place specified in the notice a specified relevant document relating to the financial affairs of the incorporated association.

(2)The incorporated association must produce the document, unless the association has a reasonable excuse for not producing it.

Penalty: a fine of $2 750.

(3)The Commissioner may keep a document that is produced —

(a)to take an extract from the document; or

(b)to make a copy of it.

(4)The Commissioner must return the document to the incorporated association as soon as practicable after taking the extract or making the copy.

158.Application of Fair Trading Act 2010 sections 61, 112 and 113

The Fair Trading Act 2010 sections 61, 112 (other than subsection (3)(c)(ii), (da) and (f)) and 113 extend and apply, with such modifications as are necessary, to this Act as if the sections were a part of this Act and the following applied —

(a)a reference to the Commissioner in section 61 of that Act were a reference to the Commissioner as defined in section 3;

(b)a reference to “this Act” in section 112 of that Act were a reference to this Act;

(c)a reference to the Department in section 113 of that Act were a reference to the Department as defined in section 3.

159.Protection from liability

(1)A person is not liable for anything that the person has, in good faith, done in the performance or purported performance of a function under this Act or a repealed Act.

(2)The State is also relieved of any liability that it might otherwise have had for another person having done anything as described in subsection (1).

(3)The protection given by this section applies even though the thing done as described in subsection (1) may have been capable of being done whether or not this Act or a repealed Act had been enacted.

(4)In this section, a reference to the doing of anything includes a reference to an omission to do anything.

160.Evidentiary provisions

(1)In this section —

specified means specified in the Commissioner’s certificate.

(2)A certificate of the Commissioner to the effect of any of the following is evidence of the matter or matters set out in the certificate —

(a)that on a specified day a specified association was or was not an incorporated association;

(b)that on a specified day no incorporated association was incorporated under this Act by a specified name;

(c)that a specified requirement of this Act —

(i)had or had not been complied with as at a day or within a specified period; or

(ii)had been complied with as at a specified day but not before that day;

(d)that a copy of the rules of a specified incorporated association is a true copy of those rules as lodged with the Commissioner as at a specified day.

(3)A certificate of incorporation of an association issued under this Act is conclusive evidence of the incorporation of the association under this Act on the day specified in the certificate as the day of incorporation.

Division 2 — Information and documents kept by Commissioner

161.Commissioner must keep register of incorporated associations and other documents

(1)The Commissioner must keep —

(a)a register of incorporated associations; and

(b)a copy of the following —

(i)the rules of each incorporated association;

(ii)any alteration to the rules of an incorporated association;

(iii)every other document required by this Act to be lodged with the Commissioner.

(2)The register may contain such particulars as the Commissioner thinks fit.

(3)The register and documents may be kept in the manner the Commissioner thinks fit.

162.Inspection of register or documents

(1)A person may, on payment of the prescribed fee —

(a)inspect the register kept under section 161(1)(a); or

(b)inspect any document lodged with the Commissioner for the purposes of this Act, not being a document that has been destroyed or otherwise disposed of; or

(c)obtain from the Commissioner a certified copy of, or extract from, the register or any document lodged with the Commissioner under this Act, not being a document that has been destroyed or otherwise disposed of.

(2)If a reproduction or transparency of a document is produced for inspection, a person is not entitled under subsection (1) to require the production of the original.

(3)A person may, on payment of the prescribed fee, obtain from the Commissioner a copy, or a certified copy, of the duplicate held by the Commissioner of an incorporated association’s certificate of incorporation.

(4)The Commissioner may withhold a person’s personal information from a document to be inspected or copied, or an extract of the document, in circumstances prescribed by the regulations.

(5)In subsection (4) —

personal information has the meaning given in the Freedom of Information Act 1992 Glossary clause 1.

163.Certification of document

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

164.Destruction of documents by Commissioner

(1)The Commissioner may destroy or dispose of any document, and any copy or transparency of a document, lodged in respect of an incorporated association that for not less than 15 years has been dissolved.

(2)Subsection (1) only applies if in the Commissioner’s opinion it is no longer necessary or desirable to retain the document, copy or transparency.

165.Lodgment of documents

A document is not lodged under this Act unless —

(a)all information required to be provided in or with the document is provided; and

(b)the fee, if any, prescribed by the regulations is paid.

166.Documents may be lodged by facsimile or electronic transmission

(1)Subject to section 165, it is sufficient compliance with a requirement under this Act that a document be lodged with the Commissioner if the Commissioner receives a copy of the document by facsimile or electronic transmission.

(2)If the Commissioner receives from a person a copy of a document under subsection (1), the Commissioner may require that person to produce and lodge the original within the time specified by the Commissioner.

(3)If the person does not comply with a requirement of the Commissioner within the specified time, the person is to be taken not to have lodged the document.

167.Commissioner may refuse lodgment of document

(1)The Commissioner may refuse the lodgment of a document for the purposes of this Act if the Commissioner considers that the document —

(a)contains matter contrary to law; or

(b)has not been prepared in good faith; or

(c)contains matter, that in a material particular, is false or misleading in the form or context in which it is included; or

(d)by reason of an omission or misdescription, has not been duly completed; or

(e)does not comply with the requirements of this Act; or

(f)contains any error, alteration or erasure; or

(g)if submitted in electronic form, is not readily accessible by the Commissioner so as to be useable by the Commissioner.

(2)If the lodgment of a document is refused under subsection (1), the Commissioner may request —

(a)that the document be appropriately amended and re‑lodged; or

(b)that a fresh document be lodged in its place; or

(c)if the document has not been duly completed, that the document be appropriately completed and re‑lodged or a supplementary document in a form approved by the Commissioner be lodged.

168.No constructive notice of contents of documents

A person is not taken to have knowledge of —

(a)the statement of the objects or purposes of an incorporated association; or

(b)the rules of an incorporated association; or

(c)any of the contents of the statement of objects or purposes or of the rules of an incorporated association; or

(d)any other document or its contents; or

(e)any particulars,

by reason only that the statement of objects or purposes, the rules, the document or the particulars —

(f)is or are lodged with the Commissioner for the purposes of this Act; or

(g)is or are referred to in any other document that is so lodged.

Part 13  Review

169.Reviewable decisions of Commissioner

(1)For the purposes of this Part —

(a)a reviewable decision is a decision of the Commissioner to do something referred to in an item in the Table; and

(b)an affected person, in relation to a reviewable decision referred to in an item in the Table, is a person referred to in the same item.

Table

Item

Reviewable decision

Affected person

1

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

The applicant for incorporation

2

Refuse request made under section 9(1)

The person who made the request

3

Refuse under section 11(1) or (3) to incorporate an association

The applicant for incorporation

4

Refuse under section 12 to incorporate an association by a name that in the Commissioner’s opinion is not appropriate

The applicant for incorporation

5

Refuse to approve a name under section 31

The incorporated association that applied for approval

6

Refuse under section 33 to approve a rule alteration

The incorporated association that applied for approval

7

Refuse request made under section 34(1)

The person who made the request

8

Give a direction under section 60(3) or amend a direction under section 60(5)

Person given the direction or notice of amendment

9

Refuse an application made under section 93(2)

The incorporated association that made the application

10

Refuse application made under section 102 to incorporate association that is amalgamation of incorporated associations

The person who applied for incorporation of the association

11

Refuse request made under section 105(1)

Person who made the request

12

Certify an amount under section 116(2)(a)

The incorporated association by which the amount is payable

13

Refuse request made under section 132

Person who made the request

14

Refuse approval of a distribution plan under section 136

The incorporated association that applied for approval

15

Refuse to cancel incorporation under section 140

The incorporated association that applied for cancellation

16

Refuse application made under section 141 to cancel incorporation

The incorporated association that made the application

17

Refuse to approve alteration of rules under section 200

The incorporated association that applied for approval

(2)The regulations may provide —

(a)that specified decisions made under the regulations are reviewable decisions for the purposes of this Part; and

(b)that specified persons are affected persons in relation to those reviewable decisions.

170.Review by SAT of reviewable decisions

An affected person may apply to the State Administrative Tribunal for a review of a reviewable decision.

Part 14 — Investigation and enforcement

171.Term used: authorised person

In this Part —

authorised person means —

(a)the Commissioner; and

(b)in relation to a power of the Commissioner under this Act, a person to whom that power is delegated under section 155; and

(c)an investigator designated under the Fair Trading Act 2010 section 64 as applied by section 172 of this Act.

172.Application of Fair Trading Act 2010 Part 6

The Fair Trading Act 2010 Part 6 (other than Division 4A) applies, with such modifications as are necessary, to and in relation to investigations and enforcement under this Act as if it were a part of this Act and the following applied —

(a)a reference to an authorised person in that Part were a reference to an authorised person as defined in section 171;

(b)a reference to the Commissioner in that Part were a reference to the Commissioner as defined in section 3;

(c)a reference to the Department in that Part were a reference to the Department as defined in section 3;

(d)a reference to “this Act” in that Part were a reference to this Act;

(e)a reference to “this Part” in that Part were a reference to this Part;

(f)each reference in that Part to “or another Act” or “or any other Act” were omitted;

(g)the reference to “section 112” in section 87(1) of that Act were a reference to section 158 of this Act;

(h)the reference to “or 4A” in section 88(1) of that Act were omitted;

(i)section 89(2A) of that Act were omitted;

(j)the reference to “or 88E” in section 89(2) of that Act were omitted.

173.Infringement notices and the Criminal Procedure Act 2004

(1)If this Act is a prescribed Act for the purposes of the Criminal Procedure Act 2004 Part 2, this section applies in relation to the service of an infringement notice under that Part by an authorised officer in relation to an alleged offence under this Act.

(2)The infringement notice must be served within —

(a)21 days after the authorised officer forms the opinion that there is sufficient evidence to support the allegation of the offence; and

(b)6 months after the alleged offence is believed to have been committed.

(3)The Criminal Procedure Act 2004 Part 2 is modified to the extent necessary to give effect to this section.

Part 15  Miscellaneous

174.Lodging notice of address for service

(1)An incorporated association must lodge with the Commissioner notice of an address or postal address for service of any process, notice or other document on the association.

Penalty: a fine of $1 000.

(2)A statutory manager appointed under Part 8 may lodge with the Commissioner notice of an address or postal address for service of any process, notice or other document on the association during the period of the statutory manager’s appointment.

175.Change of address

(1)An incorporated association must give notice to the Commissioner of the change of its address —

(a)as specified under section 7(2)(a) or 103(1); or

(b)as notified under section 174 or 203; or

(c)as previously notified under this section.

Penalty: a fine of $1 000.

(2)The notice must be given within 28 days after the change occurs.

176.Service on incorporated association

Service of any process, notice or other document may be effected upon an incorporated association —

(a)by serving the process, notice or other document personally or by post on a member of the management committee of the association; or

(b)by leaving the process, notice or other document at, or by sending it by post to, the address for service (if any) last notified to the Commissioner under section 174; or

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

177.False or misleading statements in documents: offence

(1)A person must not in a document required by or for the purposes of this Act or lodged with or submitted to the Commissioner or in a document submitted to a meeting of members of an incorporated association —

(a)make or authorise the making of a statement that to the person’s knowledge is false or misleading in any material particular; or

(b)omit or authorise the omission of any matter or thing without which the document is to the person’s knowledge misleading in any material respect.

Penalty: a fine of $5 000.

(2)This section does not limit or affect the operation of section 172 insofar as it applies to the Fair Trading Act 2010 section 88.

178.Commissioner may require statutory declaration

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

179.Use of “Incorporated” restricted

A person must not carry on business or enter into a contract under any name or title of which “Incorporated” or any abbreviation of that word is the final word or abbreviation unless the person is incorporated under this Act or some other law.

Penalty: a fine of $2 000.

180.Time limit for commencing proceedings

A prosecution for an offence against this Act must be commenced within 3 years after the day on which the offence is alleged to have been committed.

181.Commissioner or authorised person may commence prosecution

(1)A prosecution for an offence against this Act may be commenced by the Commissioner or by a person authorised in writing by the Commissioner to do so.

(2)Subsection (1) does not limit the ability of a person to commence a prosecution for an offence if the person has authority at law to do so.

(3)In proceedings for an offence against this Act, unless evidence is given to the contrary, proof is not required —

(a)that the prosecutor is authorised to commence the prosecution; or

(b)that a signature on a prosecution notice is the signature of a person authorised to commence the prosecution.

182.Jurisdiction of SAT in respect of disputes

(1)If a dispute cannot be resolved under the procedure provided for as required by Schedule 1 Division 1 item 18 —

(a)the incorporated association concerned; or

(b)a member of the association involved in the dispute,

may make an application to the State Administrative Tribunal to have the dispute determined by that Tribunal.

(2)Nothing in subsection (1) prevents the State Administrative Tribunal from exercising its powers to refer the dispute, or any aspect of it, for mediation.

(3)In a proceeding under subsection (1), the State Administrative Tribunal may make orders giving such relief as the Tribunal considers appropriate, including one or more of the following orders —

(a)an order giving directions for the observance of the rules of the incorporated association by any person who has an obligation to observe those rules;

(b)an order declaring and enforcing the rights and obligations of members of the incorporated association between themselves;

(c)an order declaring and enforcing the rights and obligations between the incorporated association and any member or members of the association.

183.Regulations

(1)The Governor may make regulations prescribing all matters and things that by this Act are required or permitted to be prescribed or that are necessary or convenient to be prescribed for giving effect to this Act and in particular for and with respect to prescribing and providing for the payment of fees.

(2)Different fees may be prescribed in respect of the lodging of a document according to the method by which the document is lodged.

184.Review of Act

(1)The Minister —

(a)must carry out a review of the operation and effectiveness of this Act as soon as is practicable after the end of the period of 5 years beginning on the day on which this section commences; and

(b)may carry out a further review of the operation and effectiveness of this Act at any time after the period referred to in paragraph (a).

(2)The Minister must —

(a)prepare a report based on the review; and

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

Part 16 — Repeal of Associations Incorporation Act 1987 and transitional provisions

Division 1 — Repeal

185.Associations Incorporation Act 1987 repealed

The Associations Incorporation Act 1987 is repealed.

Division 2 — Transitional provisions

Subdivision 1 — Preliminary

186.Terms used

In this Part —

commencement day means the day on which section 185 comes into operation;

existing incorporated association means an association —

(a)that was an incorporated association under a repealed Act; and

(b)whose incorporation has effect immediately before the commencement day.

187.Saving

This Division is in addition to the provisions of the Interpretation Act 1984 and, unless the contrary intention appears, does not limit or otherwise affect the operation of those provisions.

Subdivision 2 — Existing incorporated associations

188.Incorporation continued

An existing incorporated association is taken to be an association incorporated under this Act.

189.Committee of existing incorporated association

A committee of an existing incorporated association, or other body having the management of the affairs of an existing incorporated association, is taken to be a management committee for the purposes of section 38.

Subdivision 3 — Continuation of certain matters in progress

190.Existing applications for incorporation

(1)If before the commencement day —

(a)an application for the incorporation of an association was made under the repealed Act; but

(b)the association was not incorporated or the application was not refused, and the applicant wishes to continue with the application,

the application is to be dealt with and completed under the repealed Act as if it had not been repealed.

(2)If an association to which subsection (1) applies is refused incorporation as mentioned in section 9(3) of the repealed Act, that provision applies as if it had not been repealed.

(3)If an association to which subsection (1) applies is incorporated —

(a)the rules of the association are the rules accepted for the purposes of incorporation; and

(b)the association is taken to be an association incorporated under this Act.

191.Rule alteration in progress

(1)This section applies if before the commencement day —

(a)an incorporated association had, for the purposes of section 17(1) of the repealed Act, passed a special resolution altering its rules; but

(b)the association had not complied with section 17(2) of the repealed Act in respect of the alteration.

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

192.Applications under repealed section 18 or 19 in progress

(1)This section applies if before the commencement day —

(a)an application was made for an approval under section 18 or 19 of the repealed Act; but

(b)the application was not determined by the Commissioner or was so determined but the time allowed for an application to be made under that section for a review of the determination has not expired.

(2)If the association wishes to continue with the application, it is to be dealt with and completed, and an application for review may be made as if section 18 or 19 of the repealed Act, as the case may be, had not been repealed.

193.Applications for extension of time under repealed section 23(1)

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

194.Certain applications for review made but not determined

(1)In this section —

repealed provision means section 4(6), 7(2), 8(2), 9(3), 18(4) or 19(3) of the repealed Act.

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

195.Voluntary winding up in progress

(1)This section applies if before the commencement day —

(a)a special resolution was duly passed under section 30(1) of the repealed Act for the voluntary winding up of an incorporated association; but

(b)dissolution of the association had not taken effect under section 30(3) of the repealed Act.

(2)Part VI of the repealed Act applies, as if it had not been repealed, to the winding up of the incorporated association and its dissolution.

(3)If an association is dissolved under section 30(3) of the repealed Act, the Commissioner must, in writing, cancel the incorporation of the association with effect on and from a day that the Commissioner considers appropriate and specifies in writing.

(4)The Commissioner may cause notice of a cancellation under subsection (3) to be published in the Gazette if the Commissioner considers that public notification of the cancellation is desirable.

196.Notice given under repealed section 34(1)

If before the commencement day —

(a)a notice was given to an incorporated association under section 34(1) of the repealed Act; and

(b)the period of 3 months mentioned in section 34(2) of the repealed Act has not expired,

the incorporated association may make a request to the Commissioner under section 34(2) of the repealed Act, and the Commissioner may make an order under that section which is to apply as if it had not been repealed.

197.Notice given under repealed section 35

If before the commencement day a notice was given to an incorporated association under section 35(1) of the repealed Act but the Commissioner’s powers under that section were not exercised —

(a)the Commissioner may exercise the powers conferred by that section, but subject to section 35(2)(b) of the repealed Act; and

(b)section 36 of the repealed Act has effect,

in relation to the association as if the repealed Act had not been repealed.

Subdivision 4 — Alteration of rules by existing incorporated associations and section 190 incorporated associations

198.Alteration of rules

(1)In this section —

new requirement means a requirement of section 22.

(2)To allow time for an existing incorporated association to ensure that its rules comply with a new requirement, the requirement does not apply to an existing incorporated association until the expiry of —

(a)3 years after the commencement day; or

(b)such longer period as the Commissioner may, on application made by the association, from time to time allow in writing.

(3)To allow time for an incorporated association to which section 190 applies to ensure that its rules comply with a new requirement, the requirement does not apply to the association until —

(a)the expiry of 3 years after the incorporation of the association or the commencement of section 22, whichever is the later; or

(b)such longer period as the Commissioner may, on application made by the association, from time to time allow in writing.

199.Rules of existing incorporated associations to which repealed Schedule 2 clause 4 applied

(1)In this section —

exempted association means an incorporated association which immediately before the commencement day had the benefit of the exemption in Schedule 2 clause 4 of the repealed Act.

(2)To allow time for an exempted association to ensure that its rules comply with section 22, the requirements of that section do not apply to the association until the expiry of —

(a)3 years after the commencement day; or

(b)such longer period as the Commissioner may, on application made by the association, from time to time allow in writing.

200.Rule alterations may be made by management committee

(1)This section has effect despite the provisions of section 30(1).

(2)The management committee of an incorporated association may, by resolution made not later than 3 years after the commencement day, make any alteration to the rules of the association that —

(a)is required to ensure that the rules comply with section 22; and

(b)does no more than give effect to a requirement, restriction or prohibition imposed under the authority of this Act.

(3)An alteration referred to in subsection (2) does not take effect unless it is approved by the Commissioner.

(4)The incorporated association, within 28 days after the management committee passes a resolution under subsection (2) to alter the rules of the association, must lodge the required documents with the Commissioner.

Penalty: a fine of $1 000.

(5)Section 30(4) and (5) apply with all necessary changes for the purposes of subsection (4) and in particular apply as if all references to “special” were deleted.

(6)If the alteration is approved, the incorporated association must give notice of the alteration to its members with notice of the next annual general meeting of the association after the approval is given.

201.Model rules apply if rules are not made compliant

(1)In this section —

transition period, in relation to an incorporated association, means the period allowed by or under section 198 or 199 for the association to ensure that its rules comply with section 22.

(2)If, at the end of the transition period in relation to an incorporated association, the rules of the association do not comply with section 22, the model rules apply as the rules of the association to the extent that the association’s rules do not —

(a)address a matter referred to in Schedule 1 Division 1; or

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

202.Act modifications pending alteration of rules

(1)This section is to apply where, on the commencement day, the rules of —

(a)an existing incorporated association; or

(b)an association to which section 190 applies,

require alteration to include the provisions required by Schedule 1 Division 1 item 19, and is to so apply pending the alteration being made within the time allowed by this Subdivision.

(2)Section 133(1) is to apply in respect of an association referred to in subsection (1) as if section 133(1)(a) were omitted.

Subdivision 5 — Other things to be done by existing incorporated associations and section 190 incorporated associations

203.Notification of addresses

(1)An existing incorporated association must, not later than 90 days after the commencement day, lodge with the Commissioner —

(a)a notice in writing of the address of the association; and

(b)a notice in writing of an address or postal address for service of any process, notice or other document on the association.

(2)An incorporated association to which section 190 applies must, not later than 90 days after the association is incorporated, lodge with the Commissioner —

(a)a notice in writing of the address of the association; and

(b)a notice in writing of an address or postal address for service of any process, notice or other document on the association.

Subdivision 6 — Other provisions

204.New section 50 applies where time is already running under section 23 of repealed Act

The application of section 50(1) extends to an incorporated association in respect of which the period of 4 months mentioned in section 23 of the repealed Act was running immediately before the commencement of that section.

205.When accounting and financial reporting provisions start to apply to existing incorporated associations

(1)In this section —

new accounting and financial reporting requirements means Part 5 Divisions 1, 2 (except section 67), 3 and 5.

(2)The new accounting and financial reporting requirements apply in respect of each financial year of an existing incorporated association that commences on or after 1 July 2016.

(3)In respect of a financial year of an existing incorporated association commencing before 1 July 2016, sections 25 and 26 of the repealed Act apply to the association as if they had not been repealed.

(4)Except as provided in subsections (2) and (3), Part 5 is to apply to an existing incorporated association on and after the commencement day.

206.Auditor’s appointments

A person who was an auditor of an existing incorporated association immediately before the commencement day is to be regarded as having been appointed by the incorporated association under Part 5 Division 7.

207.Property vested under section 36 of repealed Act

If immediately before the commencement day property of an incorporated association is vested in the Commissioner under section 36 of the repealed Act —

(a)the Commissioner may perform the functions conferred by that section in respect of the association and its property; and

(b)section 36(2) and (3) of the repealed Act are to apply,

as if that section had not been repealed.

208.Constructive notice under section 168 of this Act

The rights, liabilities and remedies of persons in respect of acts, omissions, circumstances and things that occurred before the commencement of section 168 are to be determined as if that section had not been enacted.

209.Time limit under section 180 of this Act

Section 180 does not apply to an offence committed against the repealed Act.

210.References in written laws

A reference in a written law to an association incorporated under this Act includes a reference to an existing incorporated association that is taken by section 188 to be incorporated under this Act.

Subdivision 7 — Further provision may be made

211.Regulations

(1)The regulations may make provision for a transitional matter if there is no sufficient provision made in this Division for the matter.

(2)If in the opinion of the Minister an anomaly arises in the carrying out of any provision of this Division, the regulations may —

(a)modify that provision to remove the anomaly; and

(b)make such provision as is necessary or expedient to carry out the intention of that provision.

(3)No regulation may be made under this section to come into operation more than 2 years after the commencement day.

(4)Regulations made for the purposes of this section may provide that a specific provision of this Act —

(a)is not to apply; or

(b)is to apply with any specific modification,

to or in relation to a matter.

(5)Regulations made for the purposes of this section may provide that a state of affairs is taken to have existed, or not to have existed, on and from a day that is —

(a)earlier than the day on which the regulations are published in the Gazette; but

(b)not earlier than the day on which this Act came into operation.

(6)A provision referred to in subsection (5) does not operate so as —

(a)to affect in a manner prejudicial to any person (other than the State) the rights of that person existing before the day on which the regulations are published in the Gazette; or

(b)to impose liabilities on any person (other than the State) in respect of anything done or omitted to be done before that day.

Part 17  Consequential amendments

212.Child Care Services Act 2007 amended

(1)This section amends the Child Care Services Act 2007.

(2)In section 3 in the definition of managerial officer paragraph (a) delete “Associations Incorporation Act 1987 section 3(1),” and insert:

 

Associations Incorporation Act 2015 section 3,

 

213.Cremation Act 1929 amended

(1)This section amends the Cremation Act 1929.

(2)Before section 4(1) insert:

 

(1A)In subsection (1)(b) —

association means an association incorporated, or taken to be incorporated, under the Associations Incorporation Act 2015.

 

(3)In section 4(1)(b) delete “incorporated under the Associations Incorporation Act 1895,”.

214.Criminal Procedure Act 2004 amended

(1)This section amends the Criminal Procedure Act 2004.

(2)In Schedule 2 clause 4(2)(c) delete “1987 section 41” and insert:

 

2015 section 176

 

215.Education Service Providers (Full Fee Overseas Students) Registration Act 1991 amended

(1)This section amends the Education Service Providers (Full Fee Overseas Students) Registration Act 1991.

(2)In section 11(a)(ii):

(a)delete “1987” and insert:

 

2015

 

(b)after “members of the” insert:

 

management

 

216.Electricity Corporations Act 2005 amended

(1)This section amends the Electricity Corporations Act 2005.

(2)In section 65(3)(a) after “member of the” insert:

 

management

 

217.Gaming and Wagering Commission Act 1987 amended

(1)This section amends the Gaming and Wagering Commission Act 1987.

(2)In section 38(b) delete “incorporated under the Associations Incorporation Act 1987,” and insert:

 

incorporated, or taken to be incorporated, under the Associations Incorporation Act 2015,

 

218.Hale School Act 1876 amended

(1)This section amends the Hale School Act 1876.

(2)In section 1A in the definition of Association delete “incorporated under the Associations Incorporation Act 1987,” and insert:

 

taken to be incorporated under the Associations Incorporation Act 2015,

 

(3)In section 9 delete “1987,” and insert:

 

2015,

 

219.Insurance Commission of Western Australia Act 1986 amended

(1)This section amends the Insurance Commission of Western Australia Act 1986.

(2)In section 3 in the definition of community organisation paragraph (a) delete “incorporated under the Associations Incorporation Act 1987; or” and insert:

 

incorporated, or taken to be incorporated, under the Associations Incorporation Act 2015; or

 

220.Law Society Public Purposes Trust Act 1985 amended

(1)This section amends the Law Society Public Purposes Trust Act 1985.

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

 

taken to be incorporated under the Associations Incorporation Act 2015;

 

221.Legal Aid Commission Act 1976 amended

(1)This section amends the Legal Aid Commission Act 1976.

(2)In section 4(1) in the definition of Law Society delete “incorporated under the Associations Incorporation Act 1895;” and insert:

 

taken to be incorporated under the Associations Incorporation Act 2015;

 

222.Liquor Control Act 1988 amended

(1)This section amends the Liquor Control Act 1988.

(2)In section 37(2A) delete “incorporated under the Associations Incorporation Act 1987” and insert:

 

incorporated, or taken to be incorporated, under the Associations Incorporation Act 2015

 

223.Local Government Act 1995 amended

(1)This section amends the Local Government Act 1995.

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

 

incorporated, or taken to be incorporated, under the Associations Incorporation Act 2015;

 

224.Members of Parliament (Financial Interests) Act 1992 amended

(1)This section amends the Members of Parliament (Financial Interests) Act 1992.

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

 

incorporated, or taken to be incorporated, under the Associations Incorporation Act 2015;

 

225.Pharmacy Act 2010 amended

(1)This section amends the Pharmacy Act 2010.

(2)In section 3(1) in the definition of preserved company delete “association incorporated under the Associations Incorporation Act 1987;” and insert:

 

association taken to be incorporated under the Associations Incorporation Act 2015;

 

226.Planning and Development Act 2005 amended

(1)This section amends the Planning and Development Act 2005.

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

 

Australia, an incorporated association under the Associations Incorporation Act 2015.

 

227.Racing and Wagering Western Australia Act 2003 amended

(1)This section amends the Racing and Wagering Western Australia Act 2003.

(2)In section 32(5)(a) after “member of the” insert:

 

management

 

228.School Education Act 1999 amended

(1)This section amends the School Education Act 1999.

(2)In section 124 insert in alphabetical order:

 

incorporated association has the same meaning as in the Associations Incorporation Act 2015 section 3;

 

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

Terms used

(3)In section 137(2) delete “under the Associations Incorporation Act 1987”.

(4)In section 138(1) delete “association under the Associations Incorporation Act 1987.” and insert:

 

association.

 

(5)In section 139(1) delete “under the Associations Incorporation Act 1987”.

(6)In sections 139(2) and 148(2)(b) delete “section 31 of” and insert:

 

Schedule 4 to

 

(7)In the provisions listed in the Table delete “1987” and insert:

 

2015

 

Table

s. 130(3)(a)(ii)

s. 139(2) and (3)

s. 141 def. of incorporated association

s. 145(3)

s. 148(2) and (3)

s. 195(1)(a)

229.Taxation Administration Act 2003 amended

(1)This section amends the Taxation Administration Act 2003.

(2)Delete section 67(11)(b) and insert:

 

(b)a director of a body that is incorporated or taken to be incorporated under the Associations Incorporation Act 2015.

 

230.Volunteers and Food and Other Donors (Protection from Liability) Act 2002 amended

(1)This section amends the Volunteers and Food and Other Donors (Protection from Liability) Act 2002.

(2)In section 3(1) in the definition of community work:

(a)delete paragraph (j);

(b)after each of paragraphs (a) to (i) insert:

 

or

 

231.Water Corporations Act 1995 amended

(1)This section amends the Water Corporations Act 1995.

(2)In section 31(5)(a) after “member of the” insert:

 

management

 

232.References to “1987” amended to “2015” in various Acts

(1)This section amends the Acts listed in the Table.

(2)In the provisions listed in the Table delete “1987” and insert:

 

2015

 

Table

Co‑operatives Act 2009

s. 305(1)(b)

Equal Opportunity Act 1984

s. 4(1) def. of incorporated association

Fish Resources Management Act 1994

s. 4(1) def. of Aboriginal body corporate par. (b)

Housing Act 1980

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

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 Donors (Protection from Liability) Act 2002

s. 3(1) def. of community organisation par. (b)

Western Australian Treasury Corporation Act 1986

Sch. 1 it. 1

 

Schedule 1 — Matters to be provided for in rules of an incorporated association

[s. 3,  22,  23, 26, 28, 133, 182 and 202]

Division 1 — Matters to be addressed

1.The name of the incorporated association.

2.The objects or purposes of the incorporated association.

3.The qualifications (if any) for membership of the incorporated association and provision for when membership commences and when it ceases.

4.The register of members of the incorporated association.

5.The entrance fees, subscriptions and other amounts (if any) to be paid by members of the incorporated association.

6.The name, constitution, membership and powers of the management committee or other body having the management of the incorporated association (in this clause referred to as the committee) and provision for the following —

(a)the election or appointment of members of the committee;

(b)the terms of office of members of the committee;

(c)the grounds on which, or reasons for which, the office of a member of the committee shall become vacant;

(d)the filling of casual vacancies occurring on the committee;

(e)the quorum and procedure at meetings of the committee;

(f)the making and keeping of records of the proceedings at meetings of the committee;

(g)subject to Division 2 clause 1, the circumstances (if any) in which payment may be made to a member of the committee out of the funds of the association.

7.The quorum and procedure at general meetings of members of the incorporated association.

8.The notification of members or classes of members of general meetings of the incorporated association and their rights to attend and vote at those meetings.

9.The time within which, and manner in which, notices of general meetings and notices of motion are to be given, published or circulated.

10.Subject to Division 2 clause 3, the number of members, expressed as a percentage of membership, who may at any time require that a general meeting of the incorporated association be convened.

11.The manner in which the funds of the association are to be controlled.

12.Subject to Division 2 clauses 4 and 5, the day in each year on which the financial year of the incorporated association commences.

13.The intervals between general meetings of members of the incorporated association and the manner of calling general meetings.

14.The manner of altering and rescinding the rules and of making additional rules of the incorporated association.

15.Provisions for the custody and use of the common seal of the incorporated association, if it has one.

16.The custody of books and securities of the incorporated association.

17.The inspection by members of the incorporated association of records and documents of the incorporated association.

18.A procedure for dealing with any dispute under or relating to the rules —

(a)between members; or

(b)between members and the incorporated association.

19.Subject to section 24, the manner in which surplus property of the incorporated association must be distributed or dealt with if the association is wound up or its incorporation is cancelled.

 

Division 2 — Particular requirements for certain rules

1.Payment to members of management committee

(1)Any rules made as mentioned in Division 1 item 6(g) are to provide for payment to be made to a member of the management committee of an incorporated association out of the funds of the association only if the payment is authorised by resolution of the association.

(2)Subclause (1) does not apply to payment to a member of the management committee for out‑of‑pocket expenses for travel and accommodation in connection with the performance of the member’s functions.

2.Entitlement of members in respect of general meetings

The rules made as mentioned in Division 1 item 8 must provide for all members of the incorporated association to be entitled to receive notice of and to attend any general meeting of the association.

3.Number of members who may call a general meeting

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

4.Financial year of associations incorporated under this Act

(1)In this clause —

rules means rules made for the purposes of Division 1 item 12.

(2)This clause applies to an association that is incorporated on or after the day on which section 4 comes into operation, other than an incorporated association to which section 190(3) applies.

(3)The first financial year of an incorporated association after its incorporation is to be a period fixed by its rules, but not exceeding 15 months commencing on the day of incorporation.

(4)Subsequent financial years of an incorporated association are to be the period of 12 months commencing at the termination of the first financial year or the anniversary of that termination.

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

5.Transitional provisions as to financial year of associations incorporated under the repealed Act

(1)In this clause —

rules means rules as to the day in each year on which the financial year of the incorporated association commences.

(2)This clause applies to —

(a)an association that is an incorporated association immediately before section 4 comes into operation; and

(b)an incorporated association to which section 191 applies.

(3)Subject to section 199, the financial year of an incorporated association to which this clause applies is to be a period of 12 months fixed by its rules.

(4)Subclause (3) does not limit the power of an incorporated association to alter the provision in its rules that fixes its financial year.

(5)If —

(a)the period fixed by an incorporated association for the purposes of subclause (3) is different from the period previously applicable to the association; or

(b)an incorporated association alters its rules as mentioned in subclause (4),

an initial period of more or less than 12 months may be determined to be the financial year so far as is necessary for the transition from one period to another.

(6)Until an incorporated association to which this clause applies amends its rules for the purposes of Division 1 item 12 —

(a)the financial year of the association continues to be that applicable immediately before section 4 came into operat