Associations Incorporation Act 1981 (Qld)

Associations Incorporation Act 1981

An Act to provide for the incorporation of certain associations, for the regulations of the affairs of incorporated associations, and for connected purposes

Part 1    Preliminary

Division 1 Introduction

1   Short title

This Act may be cited as the Associations Incorporation Act 1981.

1A   Main purposes

The main purposes of this Act are to provide for—

(a)a scheme for the incorporation of associations; and

(b)matters including the corporate governance, financial accountability, and rules and membership, of incorporated associations.

1B   Excluded matter for Corporations legislation

(1)An incorporated association is declared to be an excluded matter for the Corporations Act, section 5F, in relation to the Corporations legislation other than to the extent specified in subsection (2).

(2)Subsection (1) does not apply so as to exclude an incorporated association that is a company under the Corporations Act from the provisions of Part 5A.1 of that Act, other than section 601AD(2), (3) and (4).

(3)Subsection (1) extends to a company within the meaning of the Corporations Act as soon as it becomes an incorporated association under this Act.

(4)Subsection (1) has effect only for so long as a body is an incorporated association under this Act.

1C   Relationship with Fair Trading Inspectors Act 2014

(1)The Fair Trading Inspectors Act 2014 enacts common provisions for this Act and particular other Acts about fair trading.

(2)Unless this Act otherwise provides in relation to the Fair Trading Inspectors Act 2014, the powers that an inspector has under that Act are in addition to and do not limit any powers the inspector may have under this Act.

(3)In this section—

inspector means a person who holds office under the Fair Trading Inspectors Act 2014 as an inspector for this Act.

Note—

See also the modifying provisions for this Act stated in the Fair Trading Inspectors Act 2014, section 4A.

1D   Act prevails if association’s rules are inconsistent with Act

To remove any doubt, it is declared that if a rule of an association is inconsistent with this Act, this Act prevails to the extent of the inconsistency.

Division 2 Interpretation

2   Definitions

The dictionary in schedule 2 defines particular words used in this Act.

Division 3 General provisions

3   Special resolutions

(1)Written notice of a proposed special resolution, and of the time and place of the general meeting at which it is proposed to move the resolution, must be given, as required under the association’s rules, before the general meeting to each member of the association who has a right to vote on the resolution.

(2)The notice must state the terms of the proposed special resolution.

(3)A special resolution about which notice has not been given under this section has no effect.

(4)A declaration by the person presiding at a general meeting that a resolution has been passed at the meeting by the votes of ³/₄ of the members who are present and entitled to vote on the resolution is conclusive evidence of the fact, unless a poll is demanded at the meeting.

4   Whether association is formed or carried on for the purpose of financial gain for its members

(1)An association is not formed or carried on for the purpose of financial gain for its members merely because 1 or more of the following circumstances apply to it—

(a)the association makes a financial gain, but no part of the gain is divided among, or received by, any of the association’s members;

(b)the association is established to protect or regulate a trade, business, industry or calling (the pursuit) engaged in by its members, or in which they are interested, but the association does not itself engage or take part in the pursuit;

(c)the association provides its members with facilities or services;

(d)the association trades with its members, but the trade is ancillary to its principal purpose;

(e)the association trades with the public, but the trade is ancillary to the association’s principal purpose and is not substantial when compared with its other activities;

(f)the association makes a financial gain from—

(i)trading to which paragraph (d) or (e) applies; or

(ii)charging admission fees to displays, exhibitions, contests, sporting fixtures or other occasions conducted to promote its objects; or

(iii)charging subscriptions to further its objects; or

(iv)receiving donations to further its objects;

(g)the members of the association are entitled to divide the property of the association between them on its dissolution;

(h)a member of the association—

(i)receives a salary as an employee or officer of the association; or

(ii)makes a financial gain from the association to which a non-member, acting instead of the member, would equally be entitled; or

(iii)receives a trophy or prize (other than money) from the association because of a competition; or

(iv)receives temporary assistance because of illness, injury or bereavement or other financial hardship suffered by the member.

(2)If a person receives a financial gain from an association because of the membership of the association of someone else (the member), the financial gain is taken to have been received by the member.

(3)In subsection (1)(b)—

association includes a branch or part of the association.

Part 2    Incorporation of association

Division 1 Preliminary

5   Eligibility for incorporation

(1)An association is not eligible for incorporation under this Act if the association—

(a)has less than 7 members; or

(b)is—

(i)a corporation; or

(ii)a partnership under the Partnership Act 1891; or

(iii)an organisation under the Industrial Relations Act 2016; or

(iv)a school council or parents and citizens association under the Education (General Provisions) Act 2006; or

(c)is formed or carried on for the purpose of providing financial gain for its members; or

(d)is provided for in a special Act that—

(i)incorporates—

(A)the association’s governing body; or

(B)the trustees holding property for the association; or

(ii)provides the association may sue or be sued, or hold property, in the name of the association or an officer of the association; or

(iii)specially regulates its affairs; or

(e)has as its main purpose the holding of property—

(i)in which its members have a disposable interest; or

(ii)that the members have a right to divide between all or some of them; or

(iii)for use by some or all of its members or among persons claiming through, or nominated by, some or all of its members; or

Example for subparagraph (iii)—

an association that, as its main purpose, receives and holds gifts within the meaning of the Local Government Electoral Act 2011, section 107 for use by a member or person nominated by a member for a purpose relating to an election under that Act

(iv)for distribution of the property, or income from the property, among some or all of its members or among persons claiming through, or nominated by, some or all of its members; or

(f)has an object of raising a fund by subscription of its members to make loans to them.

(2)However, subsection (1)(e)(iv) does not make an association ineligible for incorporation if the chief executive is satisfied the association has as its main purpose the holding of property for meeting the medical, hospital, nursing and rehabilitation costs (the medical costs), and similar and related costs, of an individual who is suffering from a serious medical condition or injury.

6   Association may resolve to incorporate and adopt proposed rules

(1)An association may, by resolution passed at a meeting of the association by the votes of at least 3/4 of the association’s members who are present and entitled to vote on the resolution (the incorporation resolutions)—

(a)decide to incorporate under this Act; and

(b)adopt proposed rules for the incorporated association.

(2)The proposed rules may be the model rules.

7   Appointment of person to apply for incorporation

(1)After passing the incorporation resolutions, the association must, by resolution of its members, appoint an individual (the appointed person) to prepare and make an application for the association to be incorporated under this Act.

(2)The appointed person may do anything necessary or desirable to obtain the incorporation of the association.

(3)Subsection (2) has effect despite anything in the association’s rules.

8   Interim officers

(1)After passing the incorporation resolutions, the association must also elect interim officers for the incorporated association.

(2)The interim officers must include a president and treasurer for the incorporated association.

(3)The interim officers may include a secretary and other officers for the incorporated association.

Note—

For the qualifications required for the secretary of an incorporated association, see section 66.

(4)The interim officers are taken to hold the offices for which they are elected—

(a)on the association becoming incorporated; and

(b)until office holders are elected or appointed to office by the incorporated association.

Division 2 Incorporation

9   Application for incorporation

(1)An application for incorporation of an association may be made to the chief executive in the approved form.

(2)The application must be accompanied by the information, documents and fees required under the regulations.

(3)The application must—

(a)if the proposed rules adopted by the association under section 6(1)(b) are the model rules—state that fact and include a copy of the objects proposed for the incorporated association; or

(b)if the proposed rules adopted by the association under section 6(1)(b) are not the model rules—be accompanied by a copy of the proposed rules and a statutory declaration by the appointed person stating that the proposed rules comply with this Act.

(4)Further, the application must be accompanied by a statutory declaration by the appointed person stating whether the association has an industrial purpose.

10   Giving notice of application etc.

(1)On receiving the association’s application for incorporation, the chief executive may require the association to—

(a)give further relevant information or documents to the chief executive about the application; and

(b)publish a notice about the application (the application notice).

(2)The chief executive may require the association to include in the application notice a statement that a person may object to the association’s incorporation by giving the chief executive a written notice (an objection notice) clearly stating the objector’s reasons for objecting within 14 days after the notice is published.

(3)The chief executive may require the association to publish the application notice by public advertisement and other ways the chief executive considers appropriate.

(4)The chief executive may also require the association to give notice of the application in other ways, and to other persons, the chief executive considers appropriate.

10A    Chief executive must advise industrial registrar about particular applications

(1)This section applies in relation to an association’s application for incorporation if—

(a)the application states that the association has an industrial purpose; or

(b)the chief executive is otherwise satisfied the association has an industrial purpose.

(2)The chief executive must—

(a)give a copy of the application to the industrial registrar; and

(b)give the applicant written notice stating—

(i)a copy of the application has been given to the industrial registrar under this section; and

(ii)that the chief executive will be required to refuse the application if the industrial registrar gives a notice under the Industrial Relations Act 2016, section 578K stating that the objection ground is established for the application.

(3)The chief executive must not decide the application under section 12 before the industrial registrar has given the chief executive a notice about the application under the Industrial Relations Act 2016, section 578F, 578K or 578L.

11   Objections to applications for incorporation

A person (an objector) may object to the association’s application for incorporation by giving the chief executive an objection notice within 14 days after the application notice is published.

12   Chief executive to make decision about application

(1)After considering the association’s application for incorporation and any objections properly made to the application, the chief executive must—

(a)grant the application; or

(b)refuse the application.

(2)Without limiting the grounds on which the chief executive may refuse an application for incorporation, the chief executive may refuse the application if the chief executive is satisfied that the proposed rules of the association do not comply with this Act.

(3)However, the chief executive must refuse the application if the industrial registrar gives the chief executive a notice under the Industrial Relations Act 2016, section 578K stating that the objection ground is established for the application.

13   Chief executive to advise association and objectors of decision

(1)Within 14 days after granting or refusing the association’s application, the chief executive must give written notice of the decision to the association and each objector.

(2)If the application is refused, the notice to the association must include the chief executive’s reasons for the decision.

(3)If the application is granted, the notice to each objector must include the chief executive’s reasons for the decision.

14   Registration of association

(1)If the chief executive grants the association’s application for registration, the chief executive must register the association by entering particulars of the association in the register.

(2)On registration—

(a)the association is incorporated; and

(b)the members of the association become members of the incorporated association; and

(c)the name for the incorporated association becomes the registered name of the incorporated association.

15   Certificate of incorporation

(1)On registration of the association, the chief executive must issue a certificate of incorporation to the association.

(2)The certificate is conclusive evidence that the requirements of this Act about the association’s registration and matters preceding or incidental to the registration have been complied with.

Division 3 Miscellaneous

16   Register of incorporated associations

(1)The chief executive must keep a register of incorporated associations.

(2)The register must include the following particulars about each incorporated association—

(a)the association’s name;

(b)the association’s nominated address;

(c)the day the association’s particulars are entered in the register;

(d)other particulars the chief executive considers appropriate.

(3)The register must also include a copy of each document required to be lodged under section 59BA(1) with the chief executive.

16A   Use of information on register

(1)A person must not—

(a)use information obtained from the register of an incorporated association 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; or

(b)disclose information obtained from the register of an incorporated association to someone else, knowing that the information is likely to be used 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.

Example for subsection (1)—

putting a person’s name and address on a mailing list for advertising material

Maximum penalty—10 penalty units.

(2)Subsection (1) does not apply if the use or disclosure of the information is approved by the incorporated association.

17   Nominated address for service

(1)The members of the management committee of an incorporated association—

(a)must ensure that the association has an address nominated for the service of documents on the association (a nominated address) complying with subsection (2); and

(b)must give the chief executive written notice of the nominated address in the approved form.

Maximum penalty for each member of the management committee—5 penalty units.

(2)The nominated address must be a place in the State where a document can be served personally on a person.

Example—

A post office box is not a place that can be shown as a nominated address.

(3)It is a defence to a prosecution of a member of a management committee for an offence against subsection (1) for the member to prove he or she took all reasonable steps to ensure the association complied with subsection (1).

(4)The members of the management committee may change the incorporated association’s nominated address by giving the chief executive notice in the approved form.

18   Inspecting register

(1)On payment of the fee prescribed by regulation, a person may inspect the register or get a copy of details in the register—

(a)at the department’s Brisbane office when the office is open to the public; or

(b)by using a computer.

(2)A person may pay the fee, in advance or in arrears, under an arrangement approved by the chief executive.

(3)However, the chief executive may, on the application of an incorporated association or a member of an incorporated association, withhold information about the association or a member of the association from the register available for inspection by another person if the chief executive has reasonable grounds for believing the disclosure of the information would put the association or member at risk of harm.

Examples of information chief executive may withhold—

•address of a women’s refuge

•address of a member of an incorporated association who is a party to a domestic violence order

(4)In this section—

computer means a mechanical, electronic or other device for the processing of data.

19   [Repealed]

20   [Repealed]

Part 3    Effects of incorporation

Division 1 General

21   Incorporated associations are bodies corporate

An incorporated association—

(a)is a body corporate with perpetual succession; and

(b)may have a common seal; and

(c)may sue or be sued in its corporate name.

Division 2 Transition from unincorporated to incorporated association

22   Property for an association

(1)On incorporation of an association—

(a)property held for the association or its objects, whether on trust or otherwise, becomes property of the incorporated association; and

(b)the provisions of a trust that applied to the property immediately before incorporation continue to apply.

(2)The operation of subsection (1)(a)—

(a)does not affect a covenant, contract or liability that applied to the property before the association’s incorporation; and

(b)relieves a person who held the property for the association or its objects, whether on trust or otherwise, from—

(i)liability or accountability for the property; or

(ii)being bound to see to the application, distribution or appropriation of the property.

23   Transfer of other assets, rights and liabilities

(1)On incorporation of an association, the association’s assets, rights and liabilities become the incorporated association’s assets, rights and liabilities.

(2)A legal proceeding by or against the association that has not been finished before the incorporation of the association may be continued and finished by or against the incorporated association.

(3)However, an action about a deficit in the association’s funds before it incorporated may be started or continued against a trustee for, or committee member of, the association as if the association had not incorporated.

(4)The rights and liabilities of the parties to an action mentioned in subsection (3) are the rights and liabilities the parties would have had if the incorporation did not happen.

24   Duty to notify registrar of titles of land or interest in land etc.

(1)The secretary of an incorporated association must ask the registrar of titles, or anyone else who is required to keep a register about dealings in property, (the registering authority) to record in the appropriate register land or an interest in land gained by the association because of its incorporation under this Act.

(2)The secretary must make the request under subsection (1) within 30 days after the incorporated association gains the land or interest in land.

Maximum penalty—10 penalty units.

(3)If asked by the secretary of an incorporated association, the registering authority must make in the appropriate register all entries necessary to record the land or interest in land gained by the incorporated association because of its incorporation under this Act.

(4)The request must be made in a way that satisfies the usual requirements of the registering authority.

(6)The registering authority must comply with the request of the secretary under subsection (1) even if the request is made after the day mentioned in subsection (2).

Division 3 Powers of incorporated associations

25   General powers

(1)An incorporated association has, in the exercise of its affairs, all the powers of an individual.

(2)An incorporated association may, for example—

(a)enter into contracts; and

(b)acquire, hold, deal with and dispose of property; and

(c)make charges for services and facilities it supplies; and

(d)do other things necessary or convenient to be done in carrying out its affairs.

(3)An incorporated association may also issue secured and unsecured notes, debentures and debenture stock for the association.

26   Ultra vires transactions

(1)No act of an incorporated association (including the entering into of an agreement by the incorporated association) and no conveyance or transfer of property, whether real or personal, to or by an incorporated association shall be invalid by reason only of the fact that the incorporated association was without capacity or power (whether by provision of this Act or by its rules or otherwise) to do such act or to execute or take such conveyance or transfer.

(2)Any such lack of capacity or power may be asserted or relied upon only in—

(a)proceedings against the incorporated association by any member of the incorporated association to restrain the doing of any act or acts or the conveyance or transfer of any property to or by the incorporated association; or

(b)any proceedings by the incorporated association or by any member of the incorporated association against the present or former officers of the incorporated association.

(3)If the unauthorised act, conveyance or transfer sought to be restrained in any proceedings under subsection (2)(a) is being or ought to be performed or made pursuant to any contract to which the incorporated association is a party, the court having jurisdiction in the matter may, if all the parties to the contract are parties to the proceedings and if the court deems it to be just and equitable, set aside and restrain the performance of the contract and may allow to the incorporated association or to other parties to the contract (as the case requires) compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and restraining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

27   Liability of members

A secretary, member of a management committee or member of an incorporated association as such, is not personally liable, except as provided in the rules of the incorporated association, to contribute towards the payment of the debts and liabilities of the incorporated association or the costs, charges and expenses of a winding up of the incorporated association, beyond the property of the incorporated association in the person’s hands.

28   Contracts and execution of documents

(1)Contracts entered into by an incorporated association shall be made as follows—

(a)a contract which, if made between private persons, would be required by law to be in writing signed by the parties to be charged therewith shall be made in writing signed by any person acting under the express or implied authority of the incorporated association;

(b)a contract which, if made between private persons, would be valid in law although made by verbal agreement, and not reduced into writing, may be made by verbal agreement on behalf of the incorporated association by any person acting under authority of the incorporated association.

(2)All contracts made according to the provisions contained in this section shall be effectual in law and shall bind the incorporated association and its successors and all other parties thereto, and may be varied or discharged in the manner in which it is authorised to be made.

(3)An incorporated association may execute a document without using a common seal if the document is signed by a member of the management committee of the association and countersigned by—

(a)the secretary of the association; or

(b)another member of the management committee of the association; or

(c)another person authorised by the management committee of the association.

(4)An incorporated association with a common seal may execute a document if the seal is attached to the document and the document is signed by a member of the management committee of the association and countersigned by—

(a)the secretary of the association; or

(b)another member of the management committee of the association; or

(c)another person authorised by the management committee of the association.

(5)Subsections (3) and (4) are subject to any greater restriction provided for in the rules of the incorporated association.

(6)A document or proceeding requiring authentication by the incorporated association may be signed by the secretary and need not be under its common seal.

Part 4    Name of incorporated association

Division 1 Preliminary

29   Incorporated association’s name to include ‘incorporated’ and be in English characters

(1)An incorporated association must have the word ‘incorporated’ or ‘inc’ as part of and at the end of its name.

(2)The association may use the words ‘incorporated’ or ‘inc’ interchangeably.

(3)The association’s name must be in English characters.

30   Use of ‘incorporated’ as part of name etc.

(1)A person or unincorporated association must not operate under, or use as its name or title, a name or title that includes the word ‘incorporated’, or an abbreviation of the word.

(2)A person who contravenes subsection (1), and each person having the control of the management of an association that contravenes the subsection, commits an offence.

Maximum penalty—10 penalty units.

(3)For this section, a person has control of the management of an association if the person is in a position to influence the association’s conduct of the association in relation to the offence.

(4)However, it is a defence for the person to prove that the person took all reasonable steps to ensure that the association complied with subsection (1).

31   Registered name on common seal

(1)This section applies if an incorporated association has a common seal.

(2)The association’s registered name must appear on its seal in legible characters.

(3)If the association’s registered name does not appear on its seal in legible characters, the use of the seal is not effective.

32   Registered name of incorporated association to appear on documents

An incorporated association must ensure a document it endorses or issues (including advertising material) has the association’s registered name in legible English characters.

Maximum penalty—5 penalty units.

Division 2 Exemption from use of ‘incorporated’

33   Incorporated association may be exempted from using word ‘incorporated’

(1)An association may, by resolution of its members, decide to apply to the chief executive for exemption from section 29—

(a)at the time of incorporation of the association; or

(b)if it is an incorporated association—at another time.

(2)The application must be in the approved form and be accompanied by the information, documents and fees required under the regulations.

(3)After considering the application, the chief executive may grant or refuse it.

(4)Within 14 days after granting or refusing the association’s application, the chief executive must give written notice of the decision to the association.

(5)If the application is granted, the chief executive must require the association to notify members of the public of the grant within 30 days after being informed by the chief executive of the grant.

(6)The chief executive may require the association to give the notice by public advertisement and other ways the chief executive considers appropriate.

(7)If the application is refused, the notice to the association must include the chief executive’s reasons for the decision.

Division 3 Change of name

34   Definitions for division

In this division—

new name of an incorporated association means a name registered for the association under this division instead of its old name.

old name of an incorporated association means the name of the association immediately before its new name is registered under this division.

proposed new name of an incorporated association means a name an incorporated association decides to apply to have registered instead of its old name.

35   Incorporated association may apply to change its registered name

(1)An incorporated association may, by special resolution, decide to change its registered name.

(2)The incorporated association may apply to the chief executive to have the change of name registered.

(3)The application must be—

(a)made within 3 months after the passing of the special resolution; and

(b)in the approved form; and

(c)accompanied by the information, documents and fees required under the regulations.

36   Giving notice of application to change registered name

(1)On receiving the incorporated association’s application to change its registered name, the chief executive may require the association to—

(a)give further relevant information or documents to the chief executive about the application; or

(b)publish a notice about the application (the application notice).

(2)The chief executive may require the association to include in the application notice a statement that a person may object to the association’s change of registered name by giving the chief executive a written notice (an objection notice) clearly stating the objector’s reasons for objecting within 14 days after the notice is published.

(3)The chief executive may require the association to publish the application notice by public advertisement and other ways the chief executive considers appropriate.

(4)The chief executive may also require the association to give notice of the application in other ways, and to other persons, the chief executive considers appropriate.

(5)The chief executive may give notice of the application in the ways, and to the persons, the chief executive considers appropriate.

37   Objections to application for change of registered name

A person (an objector) may object to the incorporated association’s application to change its registered name by giving the chief executive an objection notice within 14 days after the application notice is published.

38   Chief executive to advise association and objectors of decision

After considering the incorporated association’s application to change its registered name and any objections properly made to the application, the chief executive must—

(a)grant the application; or

(b)refuse the application.

39   Notice of decision

(1)Within 14 days after granting or refusing the incorporated association’s application, the chief executive must give written notice of the decision to the association and each objector.

(2)If the application is refused, the notice to the association must include the chief executive’s reasons for the decision.

(3)If the application is granted, the notice to each objector must include the chief executive’s reasons for the decision.

40   Registration of new name

(1)If the chief executive grants the incorporated association’s application to change its name, the chief executive must register the new name for the incorporated association by entering the name in the register.

(2)The change of name has effect only when it is registered by the chief executive.

41   New certificate of incorporation

(1)On registration of the incorporated association’s new name, the chief executive must issue the association with a new certificate of incorporation.

(2)However, the chief executive may act under subsection (1) only if the association’s existing certificate of incorporation has been returned to the chief executive or the chief executive is satisfied that it has been lost or destroyed.

42   Change of name does not affect legal personality

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

(a)affect its legal personality or identity; or

(b)affect a right or obligation of the association or anyone else; or

(c)make legal proceedings by or against the association defective.

(2)Without limiting subsection (1), the change of name of the incorporated association does not affect a right, obligation or benefit the association would have had or enjoyed apart from the change of name.

(3)Also, but without limiting subsection (1), if a legal proceeding might have been continued or started by or against the incorporated association under its old name, it may be continued or started by or against it under its new name.

Division 4 Unsuitable names

43   Association not to have unsuitable name

The chief executive must not grant an association’s application—

(a)for incorporation—if the association’s name contains anything a regulation declares is an unsuitable name; or

(b)to register a change of name—if the proposed new name contains anything a regulation declares is an unsuitable name.

44   Notice to associations having or proposing to have unsuitable name

(1)The chief executive must send a written notice to an association if the chief executive considers that—

(a)the proposed name for the association on its incorporation is, or includes, an unsuitable name; or

(b)the proposed new name for the incorporated association is, or includes, an unsuitable name.

(2)The notice must—

(a)inform the association that the chief executive considers that the proposed name, or proposed new name, for the incorporated association is, or includes, an unsuitable name; and

(b)give reasons why the name is unsuitable.

(3)If the association is an incorporated association, the chief executive may send a written notice to the association—

(a)stating that the chief executive considers that the association’s name is an unsuitable name; and

(b)asking the association to apply for a new name for the association within 35 days of sending the notice.

(4)If the incorporated association does not comply with the request under subsection (3)(b) within 40 days after it is given the notice, the chief executive may cancel the association’s incorporation.

45   Associations may be allowed to have unsuitable names

(1)An association may make a written application to the chief executive to have a name for the association that is, or includes, an unsuitable name.

(2)The application may be made when applying for incorporation of the association or at any other time.

(3)The application must be in the approved form and be accompanied by the information, documents and fees required under the regulations.

(4)After considering the association’s application, the chief executive must grant or refuse the application.

(5)Within 14 days after granting or refusing the association’s application, the chief executive must give written notice of the decision to the association.

(6)If the application is refused, the notice to the association must include the chief executive’s reasons for the decision.

(7)This section has effect despite section 43.

Part 5    Rules

Division 1 Rules of incorporated associations

46   Rules of incorporated association on registration

(1)If the proposed rules adopted by an association under section 6(1)(b) are the model rules (the adopted model rules), on registration—

(a)the rules of the incorporated association consist of—

(i)the association’s registered name; and

(ii)the objects for the association stated in the application for incorporation of the association; and

(iii)the adopted model rules; and

(b)the chief executive must make an entry in the register stating the adopted model rules are the rules of the association.

(2)If the proposed rules adopted by an association under section 6(1)(b) are not the model rules, on registration—

(a)the rules of the incorporated association consist of—

(i)the association’s registered name; and

(ii)the objects for the association stated in the application for incorporation of the association; and

(iii)the proposed rules; and

(b)the chief executive must make an entry in the register stating the association’s proposed rules are the rules of the association.

(3)An entry in the register stating an association’s proposed rules are the rules of the association does not validate, or cure any defect in, the rules.

46A   [Expired]

47   Additional provisions in model rules

(1)If the rules of an incorporated association do not provide for a matter, and a provision of the model rules in force after the registration of the association provides for the matter (the additional provision), the rules of the incorporated association are taken to include the additional provision.

(2)Subsection (1) does not affect the ability of an incorporated association to amend its rules under this Act.

(3)Subsection (1) does not apply if the rules of an incorporated association provide that the subsection does not apply.

47A   Grievance procedure

(1)The rules of an incorporated association may set out a grievance procedure for dealing with any dispute under the rules between—

(a)a member and another member; or

(b)a member and the management committee; or

(c)a member and the association.

(2)The grievance procedure must include mediation and may provide for a person to decide the outcome of the dispute.

(3)A member may appoint any person to act on behalf of the member in the grievance procedure.

(4)In applying the grievance procedure, the association must ensure that—

(a)each party to the dispute has been given an opportunity to be heard on the matter the subject of the dispute; and

(b)the mediator, and any person engaged under the rules to decide the outcome of the dispute, is unbiased.

(5)If a member has initiated a grievance procedure in relation to a dispute between the member and the association, the association must not take disciplinary action against any of the following persons in relation to the matter the subject of the grievance procedure until the grievance procedure has been completed—

(a)the member who initiated the grievance procedure (the complainant member);

(b)a member of the association appointed by the complainant member under subsection (3) to act on behalf of the complainant member in the grievance procedure.

(6)If the rules of an incorporated association do not set out a grievance procedure that is consistent with subsections (2), (3), (4) and (5), the rules of the association are taken to include the provisions of the model rules providing for the grievance procedure.

(7)To remove any doubt, it is declared that subsection (6) applies even if the rules of an incorporated association provide, as permitted under section 47(3), that section 47(1) does not apply.

Division 2 Amending rules

48   Application to register amendment of rules

(1)An incorporated association may, by special resolution, decide to amend its rules.

(2)An amendment under subsection (1) may include the replacement of the association’s rules with the model rules.

(3)An incorporated association may apply to the chief executive to have the amendment registered.

(4)Within 3 months after the special resolution mentioned in subsection (1) is passed, the association must give the application to the chief executive.

Maximum penalty—1 penalty unit.

(5)The application must be in the approved form and be accompanied by the information, documents and fees required under the regulations.

(6)The application must also be accompanied by—

(a)a copy of the amendment or the complete rules with the amendment clearly shown; and

(b)a statutory declaration by the association’s secretary stating—

(i)the amendment complies with this Act; and

(ii)whether the effect of the amendment is to give the incorporated association an industrial purpose.

(7)Subsection (6) does not apply to an amendment mentioned in subsection (2).

(8)After considering the association’s application, the chief executive must grant or refuse the application.

(9)However, the chief executive must refuse the application if the industrial registrar gives the chief executive a notice under the Industrial Relations Act 2016, section 578K stating that the objection ground is established for the application.

(10)Within 14 days after granting or refusing the association’s application, the chief executive must give written notice of the decision to the association.

(11)If the application is refused, the notice to the association must include the chief executive’s reasons for the decision.

(12)The amendment does not take effect if it is not registered by the chief executive under section 49.

48A    Chief executive must advise industrial registrar about particular applications

(1)This section applies if an incorporated association applies to the chief executive for registration of an amendment of its rules and either—

(a)the application states that the amendment of the association’s rules gives the association an industrial purpose; or

(b)the chief executive is otherwise satisfied the effect of the amendment of the association’s rules is to give the association an industrial purpose.

(2)The chief executive must—

(a)give a copy of the application to the industrial registrar; and

(b)give the applicant written notice stating—

(i)a copy of the application has been given to the industrial registrar under this section; and

(ii)that the chief executive will be required to refuse the application if the industrial registrar gives the chief executive a notice under the Industrial Relations Act 2016, section 578K stating that the objection ground is established for the application.

(3)The chief executive must not decide the application under section 48(8) before the industrial registrar gives the chief executive a notice about the application under the Industrial Relations Act 2016, section 578F, 578K or 578L.

49   Registration of amendment

(1)If the chief executive grants the application for registration of the amendment of the incorporated association’s rules, the chief executive must register the amendment.

(2)On registration of the amendment, the incorporated association’s rules are—

(a)for an amendment to replace the association’s rules with the model rules—the model rules; or

(b)otherwise—the association’s rules as amended.

50   Effect of amended rules

(1)In this section—

new rules of an incorporated association means the association’s rules on registration of an amendment of its rules.

old rules of an incorporated association means the association’s rules immediately before registration of an amendment of its rules.

registration means registration under this division.

(2)The new rules of an incorporated association do not affect a right, liability or obligation under the association’s old rules.

(3)However, rights, liabilities and obligations under the old rules are extinguished to the extent they—

(a)existed between—

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

(ii)the incorporated association’s members; and

(b)were not the subject of litigation immediately before the registration of the new rules.

50K   [Repealed]

51   [Repealed]

52   Chief executive may ask for copy of complete rules

(1)The chief executive may ask the secretary of an incorporated association to send the chief executive, within 21 days of the chief executive making the request—

(a)a complete copy of the incorporated association’s rules; and

(b)a statutory declaration by the secretary stating that the copy of the rules sent to the chief executive is a copy of the complete rules of the incorporated association.

(2)The secretary must comply with the request.

Maximum penalty for subsection (2)—2 penalty units.

Division 3 Miscellaneous

53   Secretary must make rules available to members if asked

(1)A member of an incorporated association may ask the association’s secretary for a copy of the association’s rules.

(2)The secretary may require the member to pay an amount to the secretary to cover the reasonable costs of providing the copy to the member.

(3)The secretary must give the member a complete copy of the association’s rules as soon as practicable after the member pays any reasonable costs required under subsection (2).

Maximum penalty for subsection (3)—1 penalty unit.

54   Form in which rules must be kept

(1)The secretary of an incorporated association must ensure that the association’s rules, as lodged with the chief executive, or a copy of the rules that is given to someone, are set out in printed legible form.

Maximum penalty—5 penalty units.

(2)If an incorporated association’s rules are not written in the English language, the secretary of the association must ensure that a translation of the rules into English, certified by a person to be a correct translation, accompanies any copy of the rules that is given to someone.

Maximum penalty—5 penalty units.

(3)However, the secretary of an incorporated association does not commit an offence against subsection (2) if the person to whom the copy of the rules is given indicates he or she does not require a translation of the rules.

Part 6    General operation of incorporated association

Division 1 Meetings

55   Annual general meetings

An incorporated association must hold an annual general meeting within 6 months after the end date of the association’s reportable financial year.

56   Meetings using communication technology

(1)An incorporated association may hold meetings, or permit members to take part in its meetings, by using any technology that reasonably allows members to hear and take part in discussions as they happen.

Example of use of technology—

teleconferencing

(2)A member who participates in a meeting under subsection (1) is taken to be present at the meeting.

57   Management committee to ensure association complies with its rules for meetings

(1)The members of the management committee of an incorporated association must ensure that the association complies with its rules about the calling and holding of meetings.

Maximum penalty for each member of the management committee—10 penalty units.

(2)It is a defence to a prosecution of a member of the management committee for an offence against subsection (1) for the member to prove he or she took all reasonable steps to ensure the association complied with the subsection.

57A   Minimum quorum for general meetings

(1)The quorum for a general meeting of an incorporated association is at least the number of members elected or appointed to the association’s management committee at the close of the association’s last general meeting plus 1.

(2)However, if all members of the association are members of the association’s management committee, the quorum is the total number of members less 1.

(3)If an incorporated association makes a decision at a meeting of the association for which there is no quorum, the decision has no effect.

57B   Inspection of minutes

(1)If asked by a member of an incorporated association, the association’s secretary must, within 28 days after the request is made—

(a)make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and

(b)give the member copies of the minutes of the meeting.

(2)The incorporated association may require the member to pay the reasonable costs of providing copies of the minutes.

Division 2 Financial reporting for incorporated associations

58   Definitions for division

In this division—

accountant means a person holding the qualifications prescribed by regulation for this definition.

another law means—

(a)a law of the State, including, for example, the Collections Act 1966 or the Gaming Machine Act 1991; or

(b)a law of the Commonwealth or another State.

approved person means a person approved for an incorporated association by the chief executive under section 59E.

auditor means a person holding the qualifications prescribed by regulation for this definition.

audit report, in relation to the audit of a financial statement for an incorporated association’s last reportable financial year, means a report about the audit prepared by the person carrying out the audit.

current assets, of an incorporated association, means the assets held by the association as at the end date of the association’s last financial year, other than real property or assets capable of depreciation, and includes amounts held in financial institutions, stocks and debentures.

Examples of assets capable of depreciation—

•vehicles

•office equipment

end date, in relation to an incorporated association’s financial year, means the date stated in the association’s rules to be the end date or closing date of the association’s financial year.

financial record includes—

(a)an invoice, receipt, order for the payment of money, bill of exchange, cheque, promissory note and voucher; and

(b)a document of prime entry; and

(c)a working paper or other document needed to explain—

(i)the methods used to prepare an incorporated association’s financial statements; or

(ii)adjustments made in preparing an incorporated association’s financial statements.

financial statement, for a reportable financial year of an incorporated association, means a statement containing the following information—

(a)if the association uses accrual accounting—

(i)the association’s income and expenditure during the year;

(ii)the association’s balance sheet at the end of the year;

(iii)the mortgages, charges and securities affecting the association’s property at the end of the year; or

(b)if the association uses cash accounting—

(i)the association’s receipts and payments during the year;

(ii)the association’s assets and liabilities at the end of the year;

(iii)the mortgages, charges and securities affecting the association’s property at the end of the year.

large incorporated association means an incorporated association that has—

(a)current assets of more than—

(i)the amount prescribed by regulation for this subparagraph; or

(ii)if no amount is prescribed under subparagraph (i)—$100,000; or

(b)total revenue of more than—

(i)the amount prescribed by regulation for this subparagraph; or

(ii)if no amount is prescribed under subparagraph (i)—$100,000.

level 1 incorporated association ...

level 2 incorporated association ...

level 3 incorporated association ...

medium incorporated association means an incorporated association other than a small incorporated association or a large incorporated association.

small incorporated association means an incorporated association that has—

(a)current assets of less than—

(i)the amount prescribed by regulation for this subparagraph; or

(ii)if no amount is prescribed under subparagraph (i)—$20,000; and

(b)total revenue of less than—

(i)the amount prescribed by regulation for this subparagraph; or

(ii)if no amount is prescribed under subparagraph (i)—$20,000.

total revenue, of an incorporated association, means the association’s total income during the last financial year from all the association’s activities before any expenses, including the cost to the association of goods sold by the association, are deducted.

verification statement see section 59AB(3).

58A   Meaning of reportable financial year

(1)An incorporated association’s reportable financial year is the same as the association’s financial year.

(2)However, subsection (1) is subject to subsections (3) to (6).

(3)If an association is incorporated within 3 months before the end date of the association’s financial year, the association’s first reportable financial year is the period starting on the day of incorporation and ending on the second end date after incorporation.

Example for subsection (3)—

The end date of an association’s financial year is 30 June 2007. The association was incorporated on 1 April 2007. The period from 1 April 2007 until 30 June 2008 is a reportable financial year.

(4)If an association is incorporated more than 3 months before the end date of the association’s financial year, the association’s first reportable financial year is the period starting on the day of incorporation and ending on the first end date after incorporation.

Example for subsection (4)—

The end date of an association’s financial year is 30 June 2007. The association was incorporated on 1 March 2007. The period from 1 March 2007 until 30 June 2007 is a reportable financial year.

(5)If an association changes its financial year and the end date of the changed financial year is 15 months or less after the end date of the association’s last financial year, the association has a reportable financial year for the period starting on the day after the end date of the association’s last financial year and ending on the end date of the association’s changed financial year.

Example for subsection (5)—

The end date of an association’s financial year is 30 June 2007. At a general meeting, the association’s financial year is changed to have an end date of 31 July. The period from 1 July 2007 until 31 July 2008 is a reportable financial year.

(6)If an association changes its financial year and the end date of the changed financial year is more than 15 months after the end date of the association’s last financial year, the association has a reportable financial year for the period starting on the day after the end date of the association’s last financial year and ending on the day that is 12 months before the end date of the association’s changed financial year.

Example for subsection (6)—

The end date of an association’s financial year is 30 June 2007. At a general meeting, the association’s financial year is changed to have an end date of 31 October. The period from 1 July 2007 until 31 October 2007 is a reportable financial year in addition to the period from 1 November 2007 until 31 October 2008.

Note—

An incorporated association’s reportable financial year will never be less than 3 months or more than 15 months.

59   Keeping financial records

(1)The members of the management committee of an incorporated association must ensure the association keeps financial records that—

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

(b)enable a true and fair financial statement for each reportable financial year of the association to be prepared; and

(c)if the association is required under section 59AA to prepare an audit report—enable a true and fair audit report to be prepared; and

(d)if the association is required under section 59AB to prepare a verification statement—enable a true and fair verification statement to be prepared.

Maximum penalty—

(a)for each member of the management committee of a large incorporated association—20 penalty units; or

(b)for each member of the management committee of a medium incorporated association or a small incorporated association—10 penalty units.

(2)A regulation may prescribe particular financial records to be kept by an incorporated association.

59A   Preparing annual financial statement

(1)The members of the management committee of an incorporated association must ensure the association, within 6 months after the end date of each financial year for the association, prepares a financial statement for the association’s last reportable financial year.

Maximum penalty—

(a)for each member of the management committee of a large incorporated association—20 penalty units; or

(b)for each member of the management committee of a medium incorporated association or a small incorporated association—10 penalty units.

(2)Subsection (1) does not apply to an exempt association.

(3)In this section—

exempt association means an incorporated association that is a member of an exempt class.

exempt class means a class of incorporated association prescribed by regulation as an exempt class for this definition.

59AA    Preparing audit report

(1)This section applies to—

(a)a large incorporated association; or

(b)a medium incorporated association if the association is required under another law to have its financial statements audited; or

(c)a small incorporated association if the association is required under another law to have its financial statements audited.

(2)However, this section does not apply to an exempt association.

(3)The members of the management committee of the incorporated association must ensure the association, within 6 months after the end date of each financial year for the association—

(a)has the financial statement for the association’s last reportable financial year audited by—

(i)for a large incorporated association—an auditor or accountant; or

(ii)for a medium incorporated association or small incorporated association—an auditor, accountant or approved person; and

(b)has the person who audits the financial statement under paragraph (a) prepare and sign an audit report for the audit.

Maximum penalty—

(a)for each member of the management committee of a large incorporated association—20 penalty units; or

(b)for each member of the management committee of a medium incorporated association or small incorporated association—10 penalty units.

(4)In this section—

exempt association means an incorporated association that is a member of an exempt class.

exempt class means a class of incorporated association prescribed by regulation as an exempt class for this definition.

59AB    Preparing verification statement

(1)This section applies to—

(a)a medium incorporated association if the association is not required under another law to have its financial statements audited; or

(b)a small incorporated association if the association is not required under another law to have its financial statements audited.

(2)However, this section does not apply to an exempt association.

(3)The members of the management committee of the incorporated association must ensure the association, within 6 months after the end date of each financial year for the association, prepares a statement (a verification statement) that—

(a)for a medium incorporated association—

(i)states that an auditor, accountant or approved person has examined the association’s financial records; and

(ii)states that the association’s financial records show the association has adequate bookkeeping processes in place to correctly record and explain transactions to enable a true and fair financial statement to be prepared; and

(iii)is signed by the auditor, accountant or approved person mentioned in subparagraph (i); or

(b)for a small incorporated association—

(i)states that the association’s financial records show the association keeps adequate financial records to correctly record and explain transactions to enable a true and fair financial statement to be prepared; and

(ii)is signed by the association’s president or treasurer.

Maximum penalty for each member of the management committee—10 penalty units.

(4)In this section—

exempt association means an incorporated association that is a member of an exempt class.

exempt class means a class of incorporated association prescribed by regulation as an exempt class for this definition.

59AC    Particular persons may not prepare audit report or verification statement

(1)A person must not audit a financial statement for an incorporated association under section 59AA, or prepare a verification statement for an incorporated association under section 59AB(3)(a), if the person is—

(a)the secretary, or a member of the management committee, of the association; or

(b)an employee of the association; or

(c)a partner, employer or employee of the secretary, or a partner, employer or employee of a member of the management committee, of the association; or

(d)a spouse of a person mentioned in paragraph (a), (b) or (c); or

(e)wholly or partly dependent on a person mentioned in paragraph (a), (b) or (c).

Maximum penalty—10 penalty units.

(2)A person who is a partner in an unincorporated body must not audit a financial statement for an incorporated association under section 59AA, or prepare a verification statement for an incorporated association under section 59AB(3)(a), if subsection (1) prohibits any of the partners of the unincorporated body from auditing the financial statement, or preparing the verification statement.

Maximum penalty—10 penalty units.

Example for subsection (2)—

A and B are partners in an accounting firm. A is a member of the association’s management committee. A can not conduct an audit because of subsection (1). B also can not conduct an audit because of subsection (2).

59B    Presenting documents to annual general meeting

(1)The members of the management committee of an incorporated association must ensure the association, within 6 months after the end date of each financial year for the association, presents each of the following documents to the association’s annual general meeting for adoption—

(a)if the association is required under section 59A to prepare a financial statement for the association’s last reportable financial year—the financial statement prepared under section 59A(1);

(b)if the association is required under section 59AA to prepare an audit report—the audit report prepared and signed under section 59AA(3);

(c)if the association is required under section 59AB to prepare a verification statement—the verification statement prepared and signed under section 59AB(3).

Maximum penalty—

(a)for each member of the management committee of a large incorporated association—20 penalty units; or

(b)for each member of the management committee of a medium incorporated association or a small incorporated association—10 penalty units.

(2)A regulation may prescribe particular documents that the members of the management committee of an exempt association must ensure are presented at the association’s annual general meeting.

59BA    Lodging documents with chief executive

(1)An incorporated association mentioned in section 59B(1) must lodge each of the following documents with the chief executive within 1 month after the day the documents are presented under section 59B to the association’s annual general meeting—

(a)if the association is required under section 59A to prepare a financial statement for the association’s last reportable financial year—a copy of the financial statement for the association’s last reportable financial year—

(i)as adopted at the annual general meeting, signed and dated by the president or treasurer of the association; or

(ii)as presented to the annual general meeting, if it is not adopted at the meeting, signed and dated by the president or treasurer of the association;

(b)if the association is required under section 59AA to prepare an audit report in relation to the association’s last reportable financial year—a copy of the audit report prepared and signed under section 59AA(3);

(c)if the association is required under section 59AB to prepare a verification statement in relation to the association’s last reportable financial year—a copy of the verification statement prepared and signed under section 59AB(3);

(d)a return in the approved form.

(2)The documents lodged under subsection (1) must be accompanied by the prescribed fee.

(3)If the incorporated association does not comply with subsection (1), each of the following persons commits an offence—

(a)the secretary of the association;

(b)the president of the association;

(c)the treasurer of the association.

Maximum penalty—4 penalty units.

59BB    Declaration by chief executive that association is of different class

(1)An incorporated association may, for a financial year, ask the chief executive in writing to make a declaration stating that the association is taken to be a medium incorporated association or small incorporated association for the financial year.

(2)The chief executive may make or refuse to make the declaration.

(3)The chief executive may make the declaration only if the chief executive is satisfied there are special and unusual circumstances justifying the declaration.

(4)If the chief executive makes the declaration, the chief executive—

(a)must state whether the association is taken to be a medium incorporated association or small incorporated association for the financial year; and

(b)may impose conditions on the association.

(5)This section applies despite section 58, definitions large incorporated association, medium incorporated association and small incorporated association.

59C    Inspection of financial documents by member

(1)This section applies if a member of an incorporated association asks the association to—

(a)make a financial document of the association available for inspection by the member at a mutually convenient time and place; or

(b)give the member a copy of a financial document of the association.

(2)The association’s secretary must comply with the request within 28 days after the request is made.

Maximum penalty—4 penalty units.

(3)The incorporated association may require the member to pay the reasonable costs of giving a copy of the financial document.

(4)In this section—

financial document, of an association, means—

(a)a financial statement for a reportable financial year of the association; or

(b)if the association is required under section 59AA to prepare an audit report—an audit report prepared and signed under section 59AA(3); or

(c)if the association is required under section 59AB to prepare a verification statement—a verification statement prepared and signed under section 59AB(3).

59D   Defence

It is a defence to a prosecution of a member of a management committee of an incorporated association for an offence against a provision of this division to prove the member took all reasonable steps to ensure the association complied with the provision.

59E   Approved persons

The chief executive may approve a person as an approved person for an incorporated association if the chief executive is satisfied the person has the necessary experience or qualifications to—

(a)conduct an audit of an incorporated association under section 59AA; or

(b)prepare a verification statement under section 59AB(3)(a); or

(c)audit, verify or examine financial information under section 59F.

59F   Chief executive may require lodgement of financial information

(1)The chief executive may direct an incorporated association—

(a)to give the chief executive, within a stated period and in a stated way, stated financial information, including, for example, financial records, relating to the association; and

(b)to cause the financial information mentioned in paragraph (a) to be audited, verified or examined by an auditor, accountant or approved person.

(2)If the incorporated association does not comply with the direction, each of the following persons commit an offence—

(a)the secretary of the association;

(b)the president of the association;

(c)the treasurer of the association.

Maximum penalty—20 penalty units.

(3)To remove any doubt, it is declared that this section also applies to an exempt association under section 59A, 59AA or 59AB.

Part 7    Management

Division 1 Management committee

60   Management committee

(1)Subject to this Act, the business and operations of an incorporated association shall be controlled by a management committee.

(2)Every member of the management committee and any manager duly appointed by the management committee acting in the business or operations of the incorporated association shall be deemed to be the agent of the incorporated association for all purposes within its objects.

(3)The acts of a member of the management committee shall be valid notwithstanding any defect that may afterwards be discovered in the member’s appointment or qualifications.

61   Membership of management committee

(1)An incorporated association must have a management committee.

(2)All members of the management committee must be adults.

(3)The management committee must have at least 3 members of whom—

(a)1 holds the office of president; and

(b)another holds the office of treasurer.

61A   Eligibility for election to a management committee

(1)A person is not eligible to be elected as a member of an incorporated association’s management committee if—

(a)the person has been convicted of an offence—

(i)on indictment; or

(ii)summarily and sentenced to imprisonment, other than in default of payment of a fine; and

(b)the rehabilitation period in relation to the conviction has not expired.

(2)Also, a person is not eligible to be elected as a member of an incorporated association’s management committee if—

(a)under the Bankruptcy Act 1966 (Cwlth) or the law of an external territory or another country, the person is an undischarged bankrupt; or

(b)the person has executed a deed of arrangement under the Bankruptcy Act 1966 (Cwlth), part X or a corresponding law of an external territory or another country and the terms of the deed have not been fully complied with; or

(c)the person’s creditors have accepted a composition under the Bankruptcy Act 1966 (Cwlth), part X or a corresponding law of an external territory or another country and a final payment has not been made under the composition.

62   Election of management committee

(1)The members of the management committee shall be elected at the annual general meeting or any general meeting of the incorporated association in accordance with its rules.

(2)Notwithstanding the provisions of subsection (1) the rules of an incorporated association may permit the management committee to fill a casual vacancy on the management committee.

(3)In this section—

casual vacancy, on a management committee, means a vacancy that happens when an elected member of the management committee resigns, dies or otherwise stops holding office.

63   Meetings of management committee

Meetings of the management committee shall be held as often as may be necessary for properly conducting the business and operations of the incorporated association, but shall be held at least once in every 4 calendar months and a quorum for a meeting shall be prescribed by the rules.

63A   Meetings by using communication technology

(1)The management committee may hold meetings, or permit members to take part in its meetings, by using any technology that reasonably allows members to hear and take part in discussions as they happen.

Example of use of technology—

teleconferencing

(2)A member of a management committee who participates in a meeting under subsection (1) is taken to be present at the meeting.

64   Tenure of members of management committee

(1)The members of the management committee shall hold office and retire and may be removed from office as prescribed by the rules.

(2)The office of a member of the management committee shall be vacated in such circumstances (if any) as may be prescribed by the rules of the incorporated association or if the person holding that office—

(a)dies; or

(b)becomes bankrupt or compounds with creditors or otherwise takes advantage of the laws in force for the time being relating to bankruptcy; or

(c)is—

(i)convicted of an offence under this Act; or

(ii)convicted of an indictable offence or an offence punishable on summary conviction for which the person is sentenced to imprisonment, other than in default of payment of a fine; or

(d)has been convicted of an offence on indictment or summarily and sentenced to imprisonment, other than in default of payment of a fine, and the rehabilitation period in relation to the conviction has not expired.

65   When secretary must be elected or appointed

(1)This section applies to an incorporated association that did not elect an interim officer as secretary before its incorporation.

(2)The members of the incorporated association’s management committee must ensure a secretary is appointed or elected for the association within 1 month after its incorporation.

Maximum penalty for each member of the management committee—10 penalty units.

(3)If a vacancy happens in the office of secretary for the incorporated association, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after the vacancy happens.

Maximum penalty for each member of the management committee—10 penalty units.

(4)It is a defence to a prosecution of a member of the management committee for an offence against this section for the member to prove he or she took all reasonable steps to ensure this section was complied with.

66   Management committee to ensure association has appropriate person as secretary

(1)The management committee of an incorporated association must ensure the secretary is an adult residing in Queensland, or in another State but not more than 65km from the Queensland border, who is—

(a)a member of the incorporated association elected by the association as secretary; or

(b)a member of the incorporated association’s management committee appointed by the committee as secretary; or

(c)appointed by the management committee as secretary (whether or not the adult is a member of the incorporated association).

Maximum penalty for each member of the management committee—10 penalty units.

(2)It is a defence to a prosecution of a member of the management committee for an offence against subsection (1) for the member to prove he or she took all reasonable steps to ensure the subsection was complied with.

(3)It is declared that—

(a)a secretary mentioned in subsection (1)(a) or (b) is a member of the management committee; and

(b)a secretary mentioned in subsection (1)(c) is not a member of the management committee.

67   Management committee may appoint or remove secretary at any time

(1)The management committee of an incorporated association may at any time—

(a)appoint the association’s secretary; or

(b)remove a person appointed by the committee as the association’s secretary.

(2)If the management committee removes a secretary who was appointed as mentioned in section 66(1)(b), the removal does not otherwise affect the person’s membership of the management committee.

68   Notification of certain office holders

(1)If an incorporated association appoints or elects a secretary for the association under section 65, the members of the management committee must ensure the association notifies the chief executive in the approved form of the appointment or election within 1 month after it happens.

Maximum penalty for each member of the management committee—2 penalty units.

(2)It is a defence to a prosecution of a member of the management committee for an offence against subsection (1) for the member to prove he or she took all reasonable steps to ensure the association complied with the subsection.

(3)The secretary of an incorporated association must notify the chief executive in the approved form of a change to the membership of the offices of the president, secretary or treasurer within 1 month after it happens.

Maximum penalty—2 penalty units.

(4)The secretary of an incorporated association must notify the chief executive in the approved form of a change of the secretary’s address within 1 month after it happens.

Maximum penalty—2 penalty units.

69   Office of secretary

(1)The secretary may, unless the rules of the incorporated association otherwise provide, hold any other office in the incorporated association except the office of auditor.

(2)The office of secretary shall become vacant if the person holding that office—

(a)dies; or

(b)becomes bankrupt or compounds with creditors or otherwise takes advantage of the laws in force for the time being relating to bankruptcy; or

(c)is—

(i)convicted of an offence under this Act; or

(ii)convicted of an indictable offence or an offence punishable on summary conviction for which the person is sentenced to imprisonment, other than in default of payment of a fine; or

(d)resigns office by writing under the person’s hand addressed to the management committee of the incorporated association; or

(e)ceases to be resident in Queensland, or in another State but not more than 65km from the Queensland border.

69A   Functions of secretary

(1)The secretary’s functions include—

(a)calling meetings of the incorporated association, including preparing notices of a meeting and of the business to be conducted at the meeting in consultation with the president of the association; and

(b)keeping minutes of each meeting; and

(c)keeping copies of all correspondence and other documents relating to the association; and

(d)maintaining the association’s register of members.

(2)Subsection (1)—

(a)does not limit any other function the secretary has under any other provision of this Act; and

(b)does not prevent an association’s rules from stating other functions for the secretary.

70   Public liability insurance generally

(1)The management committee of an incorporated association must, at least annually, consider whether there is a need for the incorporated association to take out public liability insurance.

(2)The management committee must report its decision about the need for public liability insurance for the association to the association’s members at the association’s next annual general meeting.

(3)If the management committee decides there is no need to take out public liability insurance, the committee must, at the annual general meeting—

(a)give the association’s members reasons for the committee’s decision; and

(b)advise the members that the failure to take out public liability insurance means that the association’s assets would be at risk if there were a successful claim against the association.

(4)The management committee must ensure that—

(a)as soon as practicable after a person applies to become, but before the person becomes, a member of the association, the person is advised—

(i)whether or not the association has public liability insurance; and

(ii)if the association has public liability insurance—the amount of the insurance; and

(b)before a person is elected or appointed as a member of the association’s management committee, the person is advised—

(i)whether or not the association has public liability insurance; and

(ii)if the association has public liability insurance—the amount of the insurance.

(5)The management committee must ensure that any person or entity with whom the association may have dealings, and which could be expected to have an interest in knowing whether or not the association has public liability insurance, is advised if the association does not have public liability insurance.

(6)This section is subject to section 70A.

Note—

This section imposes obligations on a management committee but does not impose any criminal penalties in relation to breaches of those obligations.

70A   Particular incorporated associations must have public liability insurance

(1)This section applies if an incorporated association is—

(a)an owner of land; or

(b)a lessee of land; or

(c)a trustee of trust land under the Land Act 1994.

(2)The members of the management committee of the incorporated association must ensure—

(a)the association takes out public liability insurance in relation to the land in an amount decided by the management committee; and

(b)the insurance cover is kept current at all times.

Maximum penalty for each member of the management committee—2 penalty units.

(3)It is a defence to a prosecution of a member of a management committee for an offence against subsection (2) for the member to prove the member took all reasonable steps to ensure the association complied with subsection (2).

Division 2 Matters of material personal interest and remuneration

70B   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.

Maximum penalty—60 penalty units.

(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.

Maximum penalty—60 penalty units.

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

(a)that exists only because the member—

(i)is an employee of the 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.

(a)enter into an arrangement with the commissioner; and

(b)under the arrangement, disclose information obtained under this Act about an ACNC registered entity to the commissioner.

(2)In this section—

ACNC registered entity means a charity registered under the Australian Charities and Not-for-profits Commission Act 2012 (Cwlth).

commissioner means the Commissioner of the Australian Charities and Not-for-profits Commission under the Australian Charities and Not-for-profits Commission Act 2012 (Cwlth).

120   Protection from liability

(1)An officer or employee of the department does not incur civil liability for an act done, or omission made, honestly and without negligence under this Act.

(2)If subsection (1) prevents a civil liability attaching to an officer or employee of the department, the liability attaches instead to the State.

121   Extension of time

Where under this Act an act or thing is required to be performed or done within a specified time the chief executive may, if the chief executive thinks fit, if in the chief executive’s opinion there are special circumstances, extend the time for the performance or doing of that act or thing.

121A   False or misleading information or documents

(1)This section applies to a statement made or document given to the chief executive.

(2)A person must not state anything to the chief executive the person knows is false or misleading in a material particular.

Maximum penalty—10 penalty units.

(3)A person must not give the chief executive a document the person knows is false or misleading in a material particular.

Maximum penalty—10 penalty units.

(4)Subsection (3) does not apply to a person who, when giving the document—

(a)informs the chief executive, to the best of the person’s ability, how it is false or misleading; and

(b)gives the correct information to the chief executive if the person has, or can reasonably obtain, the correct information.

(5)It is enough for a complaint against a person for an offence against subsection (2) or (3) to state the information or document was false or misleading to the person’s knowledge, without specifying which.

122   Punishment of fraud or misappropriation

(1)A person who—

(a)obtains possession by false representation or imposition of any property of an incorporated association; or

(b)having any property of an incorporated association in possession, withholds or misapplies the same, or wilfully applies any part thereof to purposes other than those expressed or directed in the rules and authorised by this Act;

is guilty of an offence and is liable on summary conviction to a penalty not exceeding 20 penalty units, and to be ordered to deliver up all such property or to repay all such moneys applied improperly, and, in default of such delivery or repayment or of the payment of such penalty, to be imprisoned for any period not exceeding 3 months.

(2)However, where, on a complaint against a person of withholding or misapplying property or applying it for unauthorised purposes, it is not proved that the person acted with any fraudulent intent the person may be ordered to deliver up such property or to repay any money applied improperly, but is not liable to conviction, and a copy of any such order certified under the hand of the clerk of the court may be filed in the Magistrates Court nearest to the place where such order was made and thereupon such order shall be and be deemed to be a judgment of the said Magistrates Court within the meaning of the Magistrates Courts Act 1921 and shall be enforceable accordingly.

(3)Nothing contained in this section shall prevent any such person from being prosecuted under any other law in force, if a conviction has not been previously obtained against that person for the same offence under the provisions of this Act.

123   Officers deemed servants

Every person elected or appointed to be the treasurer, secretary, member of the management committee or other officer having the receipt or charge of money of an incorporated association, or who acts in the capacity of or is employed as such treasurer, secretary, member of the management committee or officer, shall be deemed to be a clerk or servant of such incorporated association within the meaning of the Criminal Code.

124   Penalty for falsification

A person who wilfully makes, or orders or allows to be made, any entry, erasure in, or omission from any account book, balance sheet or any return or document required to be made, kept, sent, produced or delivered for the purposes of this Act, with intent to falsify the same or to evade this Act is guilty of an offence and is liable to a penalty not exceeding 20 penalty units.

125   Proof of compliance with formal requirements

(1)In any proceeding under this Act against an incorporated association or any officer thereof or other person, the onus of proving that any return, report, notice or document required to be sent or given to the chief executive has been so sent or given, or that any return, report, notice or document has been compiled or made as required by this Act, shall lie with such incorporated association, officer or other person.

(2)In any such proceeding any return, report, notice or other document, purporting to be duly signed and forwarded to the chief executive by the secretary of any incorporated association, and otherwise in conformity with this Act, may be received as evidence of any matters stated therein respectively.

126   Evidence

(1)In the case of evidence required on behalf of the chief executive, and not hereinbefore provided for, the chief executive may depose to the same by affidavit, and the evidence contained in any such affidavit shall be received as evidence in all courts.

(2)Every instrument or document, copy or extract of an instrument or document, certified by the chief executive shall be received in evidence without further proof.

(3)Every document purporting to be signed by the chief executive or any inspector or accountant or approved person or auditor or valuer under this Act shall be received in evidence without proof of the signature.

127   Evidentiary provisions

(1)The chief executive may, by writing under the chief executive’s hand, certify—

(a)that, on a date stated in the certificate, an association so stated was, or was not, an incorporated association; or

(b)that, on a date stated in the certificate, a person so stated was, or was not, the secretary of an incorporated association so stated; or

(c)that, on a date stated in the certificate—

(i)no natural person has been appointed secretary of an incorporated association; or

(ii)no natural person has been appointed to fill a vacancy in the office of secretary of an incorporated association;

in compliance with the provisions of section 69; or

(d)that, on a date stated in the certificate, a document required to be lodged under section 59BA(1) with the chief executive, or given under section 59F to the chief executive has, or has not, been received by the chief executive;

and such a certificate shall, in all courts and for all purposes, be evidence and, in the absence of evidence to the contrary conclusive evidence, of the matters stated in that certificate.

(2)In any legal proceedings, a copy of any rules of an incorporated association or other document lodged with the chief executive certified by the chief executive to be a true copy thereof, shall be evidence that such rules were rules of the incorporated association in force on the date mentioned in the certificate or of the contents of such document.

(3)Judicial notice shall be taken of the signature of the chief executive appearing on a certificate under this section and of the fact that the person by whom the certificate purports to have been signed is the chief executive.

128   Dispositions of property

(1)A disposition in favour of an association shall, unless the context otherwise requires, take effect in favour of that association where that association is incorporated under this Act, where such incorporation is effected after the document evidencing the disposition was made or executed but before the disposition was perfected.

(2)In this section—

disposition means any disposition by will, written instrument or otherwise, which takes effect after the commencement of this Act.

129   Delegation

The chief executive may delegate the chief executive’s powers under this Act.

130   Approval of forms

The chief executive may approve forms for use under this Act.

130A   Documents not in English language

(1)If there is a requirement under this Act to lodge a document and the document is in a language other than English, the requirement is taken to include a requirement that a translation of the document into English, certified by a person to be a correct translation, be lodged at the same time.

(2)For the purpose of the administration of this Act, the English version of a document required for this Act prevails over a version of the document that is not in English.

131   Recall of letters patent

Notwithstanding the provisions of section 144, the Minister may at the Minister’s discretion recall and cancel any letters patent issued under the repealed Acts and may require the association to apply for incorporation under this Act in lieu thereof.

132   Exemption from certain provisions of Act

Where—

(a)under section 131, the Minister recalls letters patent and requires an association to apply for incorporation under this Act; or

(b)an association applies for incorporation under this Act and that association could, but for the repeal of the repealed Acts, have been incorporated by the issue of letters patent under the repealed Acts;

a regulation may exempt the association from specified provisions of this Act.

133   Irregularities in proceedings

(1)No proceeding under this Act shall be invalidated by any defect, irregularity or deficiency of notice or time unless the court is of opinion that substantial injustice has been or may be caused thereby which cannot be remedied by an order of the court.

(2)The court may if it thinks fit make an order declaring that such proceeding is valid notwithstanding any such defect, irregularity or deficiency.

(3)Without affecting the generality of subsections (1) and (2) or of any other provision of this Act, where any omission, defect, error or irregularity (including the absence of a quorum at any meeting of the incorporated association or of the management committee) has occurred in the management or administration of an incorporated association incorporated under this Act (whether or not such omission, defect, error or irregularity occurred before or after the passing of this Act and whether it occurred before or after the incorporated association became incorporated under this Act) whereby any breach of any of the provisions of this Act has occurred or whereby there has been default in the observance of the rules or constitution of the incorporated association or whereby any proceedings at or in connection with any meeting of the incorporated association or of the management committee thereof or any assemblage purporting to be such a meeting have been rendered ineffective, the court—

(a)may, either of its own motion or on the application of any interested person, make such order as it thinks fit to rectify or cause to be rectified or to negative or modify or cause to be modified the consequences in law of any such omission, defect, error or irregularity, or to validate any act, matter or thing rendered or alleged to have been rendered invalid by or as a result of any such omission, defect, error or irregularity; and

(b)shall before making any such order satisfy itself that such an order would not do injustice to the incorporated association or to any member or creditor thereof; and

(c)where any such order is made, may give such ancillary or consequential direction as it thinks fit; and

(d)may determine what notice or summons is to be given to other persons of the intention to make any such application or of the intention to make such an order, and whether and how it should be given or served and whether it should be advertised in any newspaper.

(4)The court may enlarge or abridge any time for doing any act or taking any proceeding allowed or limited by this Act or any rules or regulations made thereunder upon such terms (if any) as the justice of the case may require and any such enlargement may be ordered although the application for the same is not made until after the time originally allowed or limited.

134   Regulation-making power

The Governor in Council may make regulations under this Act.

135   Regulations about fees and charges

(1)A regulation may be made about the fees and charges payable under this Act.

(2)A charge may be a tax.

136   Penalties under regulations to be limited

The maximum penalty that may be prescribed by regulation for an offence against a regulation is 20 penalty units.

137   Other matters for regulations

(1)A regulation may make provision about—

(a)the form in which the rules are to be kept by incorporated association; and

(b)the model rules; and

(c)matters that must be provided for in incorporated associations’ rules; and

(d)keeping and inspecting the register; and

(e)issuing certificates of incorporation and copies of the certificates; and

(f)keeping books of accounts by incorporated associations; and

(g)audits, returns, statements and information about books of accounts; and

(h)inspecting, and producing for inspection, books of account.

(2)If a provision of this Act empowers a regulation to prescribe, for a particular purpose, a class of incorporated association, the regulation may prescribe a class by reference to—

(a)the revenue, assets, or other financial characteristics of an incorporated association; or

(b)whether an incorporated association is registered under an Act of the Commonwealth or a State; or

(c)whether an incorporated association is required to prepare and submit financial statements under an Act of the Commonwealth or a State; or

(d)the objects for an incorporated association; or

(e)any other matter relevant to the purpose.

138   Service

(1)A document may be served on an incorporated association by leaving it at, or sending it by post, telex, facsimile or similar facility to, the association’s nominated address, or to the address of the secretary, president or treasurer of the association shown in the records kept under this Act by the chief executive.

(2)Subsection (1) does not limit any way of serving an incorporated association provided under any other law, but does not apply to the service of a notice under section 93.

139   [Expired]

140   [Expired]

141   [Expired]

142   [Expired]

143   [Expired]

Part 17    Savings

144   Saving of letters patent

Subject to the provisions of this Act, letters patent issued pursuant to the Religious Educational and Charitable Institutions Act 1861 continue to be of full force and effect and to be subject to that Act as if this Act had not been passed.

Part 18    Transitional provisions

Division 1 Transitional provision for Audit Legislation Amendment Act 2006

145   Audits

(1)This section applies if—

(a)before the commencement, an incorporated association appointed a person mentioned in pre-amended section 59(1)(b)(ii) or (iii) to audit the association’s financial affairs for the 2004-2005 financial year; and

(b)the person has not performed the audit before the commencement.

(2)For the purpose of the person performing the audit, pre-amended section 59(1)(b)(ii) or (iii) continues to apply as if the Audit Legislation Amendment Act 2006 had not commenced.

(3)In this section—

commencement means commencement of this section.

pre-amended, in relation to section 59(1)(b)(ii) or (iii), means the provision as in force before the commencement.

Division 2 Transitional provisions for Associations Incorporation and Other Legislation Amendment Act 2007

146   Nominated address

(1)This section applies if, immediately before the commencement of this section, an incorporated association had a registered office complying with section 17(2) as in force immediately before the commencement.

(2)On the commencement, the incorporated association’s registered office is taken to be the association’s nominated address.

147   Association’s name

(1)This section applies if, on the commencement of this section, an incorporated association’s name does not comply with section 29(3).

(2)The incorporated association is not required to comply with section 29(3) until 3 months after the next annual general meeting of the association after the commencement.

148   Insurance

(1)This section applies if an incorporated association has an annual general meeting within 3 months after the commencement of this section.

(2)The management committee of the incorporated association is not required to comply with section 70(2) and (3) until its second annual general meeting after the commencement.

149   Financial reporting

The provisions of part 6, division 2, as amended by the Associations Incorporation and Other Legislation Amendment Act 2007, only apply to an incorporated association if the end date of the association’s reportable financial year happens after the commencement of this section.

150   Approved persons

(1)This section applies if, immediately before the commencement of this section, a person was approved by the chief executive under section 59(1)(b)(v), as in force immediately before the commencement, as having appropriate qualifications to audit the financial affairs of an incorporated association.

(2)On the commencement, the person is taken to be an approved person for the incorporated association.

Division 3 Transitional provisions for Associations Incorporation and Other Legislation Amendment Act 2020

151   Application for incorporation made before commencement

(1)This section applies if, before the commencement, an application for incorporation of an association was made under section 9 and immediately before the commencement, the application had not been finally dealt with.

(2)The chief executive must decide the application under the Act as in force immediately before the commencement.

152   Requirement for rules to include grievance procedure

The requirement under section 47A for the rules of an incorporated association to set out a grievance procedure as mentioned in that section applies whether the association was incorporated before or after the commencement.

153   Financial reporting obligations

The obligations under part 6, division 2 of an incorporated association, or members of the management committee of an incorporated association, apply to an incorporated association, or members of the management committee of an incorporated association, whether the association was incorporated before or after the commencement.

154   Disclosure of information to Commissioner of the ACNC

(1)The power of the chief executive under section 119B to enter into an arrangement with, or disclose information to, the commissioner applies in relation to information obtained under this Act whether before or after the commencement.

(2)In this section—

commissioner see section 119B(2).

Division 4 Transitional provisions for Co-operatives National Law Act 2020

155   Definitions for division

In this division—

amended, in relation to a provision of this Act, means as in force after the provision was amended by the Co-operatives National Law Act 2020.

cooperative means a cooperative under the repealed Act.

former, in relation to a provision of this Act, means as in force immediately before the provision was amended or repealed by the Co-operatives National Law Act 2020.

repealed Act means the repealed Cooperatives Act 1997.

156   Existing applications for cooperative to become incorporated association

(1)This section applies to—

(a)an application made under former section 105C, but not decided, before the commencement; or

(b)an application made under amended section 105C if the special resolution mentioned in amended section 105C(3)(a) was made and registered before the commencement.

(2)The chief executive must decide the application under amended section 105D as if—

(a)for an application mentioned in subsection (1)(a)—the application were an application made under amended section 105C; and

(b)a reference in amended section 105C to registration under the Co-operatives National Law (Queensland) were a reference to registration under the repealed Act.

157   Existing decisions about incorporation of cooperatives

(1)This section applies if, before the commencement, the chief executive—

(a)decided to grant an application made under former section 105C for a cooperative to become an incorporated association; and

(b)had not issued a certificate of incorporation under former section 105D.

(2)For subsection (1)(a), the chief executive decided to grant an application made under former section 105C if the chief executive was satisfied of the matters mentioned in former section 105D(2) in relation to the application.

(3)The chief executive must promptly issue a certificate of incorporation under this Act for the proposed incorporated association.

(4)Amended section 105D(3) applies in relation to the certificate of incorporation.

158   Incorporation of cooperatives under repealed Act before commencement

(1)This section applies in relation to a cooperative that became an incorporated association under former part 11 before the commencement.

(2)Section 105E and amended sections 105F and 105G apply in relation to the incorporated association as if—

(a)a reference in section 105E to the transfer day for an incorporated association were a reference to the day the chief executive issued the certificate of incorporation for the association; and

(b)a reference in amended sections 105F and 105G to a co-operative were a reference to a cooperative.

159   Existing resolutions about registration as a cooperative

(1)This section applies if, before the commencement—

(a)an incorporated association decided by special resolution to register as a cooperative; and

(b)the incorporated association was not registered as a cooperative.

(2)The special resolution is taken to be a decision to register as a co-operative under the Co-operatives National Law (Queensland).

160   Existing applications for consent to register as cooperative

(1)This section applies to an application made under former section 105L, but not decided, before the commencement.

(2)The chief executive must decide the application under amended section 105M as if it were an application made under amended section 105L for consent to register as a co-operative under the Co-operatives National Law (Queensland).

161   Existing decisions to give consent to proposed registration as cooperative

(1)This section applies if, before the commencement, the chief executive—

(a)having considered an application made under former section 105L, decided to consent to an incorporated association’s proposed registration as a cooperative; and

(b)had not issued a certificate under former section 105M(1) in relation to the decision.

(2)For subsection (1)(a), the chief executive decided to give the consent if the chief executive was satisfied of the matters mentioned in former section 105M(2) in relation to the application.

(3)The chief executive must promptly give the incorporated association a certificate that states the chief executive—

(a)is satisfied of the matters mentioned in former section 105M(2); and

(b)consents to the association’s proposed registration as a co-operative under the Co-operatives National Law (Queensland).

(4)A certificate given to an incorporated association under subsection (3) expires 30 days after it is given.

162   Existing consent to proposed registration as cooperative

(1)This section applies to a certificate given to an incorporated association under former section 105M(1) before the commencement.

(2)The certificate is taken to be a certificate given to the incorporated association under amended section 105M(1) that states that the chief executive consents to the association’s proposed registration as a co-operative under the Co-operatives National Law (Queensland).

(3)The certificate expires 30 days after it was given to the incorporated association.

Division 5 Transitional provision for Industrial Relations and Other Legislation Amendment Act 2022

163   Existing applications related to industrial purpose

(1)This section applies if—

(a)an application under section 9 or 48 was made, but not decided, before the commencement; and

(b)on the commencement, the application is an application to which section 10A or 48A applies.

(2)This Act, as in force from the commencement, applies for deciding the application.

(3)Without limiting subsection (2), the chief executive may, by notice, require the applicant to give the chief executive a statutory declaration mentioned in section 9(4) or 48(6)(b)(ii).

Schedule 1 Modifications to text of Corporations Act

sections 89, 90, 91B and 91C

1A reference to a company or body is to be read as a reference to an incorporated association.

2A reference in part 5.7 to a part 5.7 body is to be read as a reference to an incorporated association.

3A reference to the board of a body corporate is to be read as a reference to the management committee of an incorporated association.

4A reference to the directors of a company is to be read as a reference to the members of the management committee of an incorporated association.

5A reference to the secretary of a company is to be read as a reference to the secretary of an incorporated association or the person carrying out the functions ordinarily carried out by the secretary of an incorporated association.

6A reference to an officer of a company is to be read as a reference to an officer of an incorporated association.

7A reference to a former officer or past officer of a company is to be read as a reference to a former officer or past officer of an incorporated association.

8A reference to the principal place of business of a company is to be read as a reference to the nominated address for an incorporated association.

9A reference to a company carrying on business is to be read as a reference to an incorporated association pursuing its objects or purposes.

10A reference to ASIC is to be read as a reference to the chief executive.

11A reference to the Court is to be read as a reference to the Supreme Court.

12A reference to the deregistration of a company is to be read as a reference to the cancellation of the incorporation of an association.

13A reference to the constitution of a company is to be read as a reference to the rules of an incorporated association.

14A reference to a special resolution is to be read as a reference to a special resolution within the meaning of this Act.

15A reference to a registered company auditor or an auditor is to be read as a reference to a person, firm or company authorised to audit the financial statements of an incorporated association under this Act.

16A reference to a contributory of a company is to be read as a reference to a member of an incorporated association, to the extent the member is personally liable under section 27 of this Act.

Schedule 2 Dictionary

section 2

accountant see section 58.

another law, for part 6, division 2, see section 58.

application notice see—

(a)for an application for incorporation—section 10(1)(b); or

(b)for an application to change a name—section 36(1)(b).

appointed person see—

(a)for part 2—section 7(1); or

(b)for part 9, division 1—section 75(1); or

(c)for part 9, division 2—section 82(1).

approved form see section 130.

approved person see section 58.

association means an association, society, body or other entity formed, or carried on, for a lawful purpose.

auditor see section 58.

audit report, for part 6, division 2, see section 58.

branch, in relation to an incorporated association, means any number of members of an incorporated association controlled by a central entity who have a separate fund administered by themselves or by a committee or officers appointed by themselves.

CATSI Act corporation see section 106A.

CLG corporation see section 106A.

Commissioner ...

committee, in relation to an association which is not an incorporated association, means the committee of the association or, if there is no committee thereof, the persons, however styled, having the management of the affairs of the association, and a committee shall consist of not less than 3 persons.

cooperative ...

co-operative means a co-operative under the Co-operatives National Law (Queensland).

Cooperatives Act ...

Court ...

current assets, for part 6, division 2, see section 58.

Director-General ...

end date see section 58.

financial document ...

financial record, for part 6, division 2, see section 58.

financial statement, for a reportable financial year of an incorporated association, for part 6, division 2, see section 58.

financial year, for an incorporated association, means the 12 month period adopted by the association as its financial year in its rules.

incorporated association means an association incorporated under this Act.

incorporation resolutions, for an association, see section 6(1).

industrial purpose means a purpose of furthering, protecting or representing the industrial interests of the members of an industrial association or other persons.

industrial registrar means the registrar under the Industrial Relations Act 2016.

interim officers see section 8.

large incorporated association, for part 6, division 2, see section 58.

legal practitioner means a duly qualified barrister or solicitor of the Supreme Court of this State.

legal proceeding means any civil or criminal proceeding or inquiry in which evidence is or may be given, and includes an arbitration.

level 1 incorporated association ...

level 2 incorporated association ...

level 3 incorporated association ...

management committee of an incorporated association means the association’s management committee formed under this Act.

medium incorporated association, for part 6, division 2, see section 58.

Minister ...

model rules, for an association, means the model rules prescribed by regulation.

nominated address, for an incorporated association, see section 17(1).

objection ground see the Industrial Relations Act 2016, section 578D.

objection notice see—

(a)for an application for incorporation—section 10(2); or

(b)for an application by an association to change its name—section 36(2).

objector see—

(a)for an application for incorporation—section 11; or

(b)for an application to change an incorporated association’s name—section 37.

officer of an incorporated association means the following individuals—

(a)the association’s president;

(b)the association’s secretary;

(c)the association’s treasurer;

(d)a member of the association’s management committee;

(e)a manager appointed by the management committee for the association.

own rules ...

parent association, of a branch, means the central entity of the branch if the entity is—

(a)formed or carried on for a purpose other than providing financial gain for its members; and

(b)incorporated under—

(i)this or another Act; or

(ii)a Commonwealth law or another State’s law; or

(iii)royal charter.

president of an incorporated association means the member of the association’s management committee who usually presides at management committee meetings, whatever the person’s position is called.

property ...

proposed rules for an association means the rules the association proposes will become its rules on its incorporation under this Act.

public trustee means the public trustee within the meaning of the Public Trustee Act 1978.

RECI Act corporation means a corporation incorporated under the repealed Religious Educational and Charitable Institutions Act 1861.

register of incorporated associations means the register of incorporated associations kept by the chief executive under section 16.

rehabilitation period, in relation to a conviction of a person, means the later of the following periods to end—

(a)the period of 5 years starting on the day the conviction is recorded;

(b)if the person serves a term of imprisonment for the conviction—the period of 5 years starting on the day the person is released from prison;

(c)if an order of a court made in relation to the conviction has not been satisfied within the period mentioned in paragraph (a) or (b)—the period of 5 years starting on the day the order is satisfied.

repealed Acts means the Acts specified in the schedule repealed by section 4(1) as in force immediately before the commencement of the amendments of this Act made by the Statute Law (Miscellaneous Provisions) Act (No. 2) 1993.

reportable financial year see section 58A.

rules of an incorporated association include its constitution.

secretary of an incorporated association means the person elected or appointed as the association’s secretary under this Act.

small incorporated association, for part 6, division 2, see section 58.

special resolution of an association means a resolution passed at a general meeting of the association by the votes of ³/₄ of the members who are present and entitled to vote on the resolution.

total revenue, for part 6, division 2, see section 58.

treasurer of an incorporated association means the member of the association’s management committee responsible for the finances of the association, whatever the person’s position is called.

Under Secretary ...

undesirable name ...

verification statement, for part 6, division 2, see section 58.