Associations Incorporation Act 1984 Associations Incorporation Regulation 1994 (1994-404) [GG No 108 of 26.8.1994] (NSW)
1994—No. 404
ASSOCIATIONS INCORPORATION ACT 1984-REGULATION
(Associations Incorporation Regulation 1994)
NEW SOUTH WALES
[Published in Gazette No. 108 of 26 August 1994]
HIS Excellency the Governor, with the advice of the Executive Council, and in pursuance of the Associations Incorporation Act 1984, has been pleased to make the Regulation set forth hereunder.
WENDY MACHIN, MP
Minister for Consumer Affairs.
PART 1—PRELIMINARY
Citation
1. This Regulation may be cited as the Associations Incorporation Regulation 1994.
Commencement
2. This Regulation commences on 1 September 1994.
Definitions
3. (1) In this Regulation:
“the Act” means the Associations Incorporation Act 1984.(2) In this Regulation, a reference to a Form is a reference to a Form
set out in Schedule 2.
1994—No. 404
PART 2—FEES, FORMS AND DOCUMENTS
Fees
4. A fee specified in the Table to this clause in relation to a specified
provision of the Act is prescribed for the purposes of that provision.
TABLE
| Provision | $ |
| Section 9 (Application for incorporation) .......................................... | 75.00 |
| Section 13 (2) (Application for reservation of name) ......................... | 25.00 |
| Section 14 (3) (Application for approval of change of name) | ............ | 35.00 |
Section 20 (2) (Notice of alteration of objects or rules of incorporated
| association) | ................................................................................. | 25.00 |
Section 26 (3) (Application for extension of period within which first
| annual general meeting to be held) .............................................. | 15.00 |
| Section 27 (1) (Lodgment of statement of accounts) .......................... | 30.00 |
| Section 27 (2) (Application for extension of period within which statement | |
| of accounts must be lodged) ........................................................ Section 46 | 15.00 |
(Application for amalgamation of incorporated associations) 75.00
Section 48 (Application for incorporation by registered company or
| co-operative) | ............................................................................... | 75.00 |
| Section 59 (3) (a) (Inspection of document lodged with the Commissioner) | 7.50 |
| Section 59 (3) (b) (Issue of uncertified copy of document lodged with the | |
| Commissioner) | : |
(a) if a fee has been paid for inspection of the document .......... 0.75 (b) if a fee has not been paid for inspection of the document: (i) for the first page ...................................................... 7.75 (ii) for each additional page ............................................ 0.75
Section 59 (3) (b) (Issue of certified copy of document lodged with the
Commissioner):
(a) for the first page ................................................................ 9.00 (b) for each additional page ...................................................... 1.50
Forms
5. (1) A form specified in the Table to this clause in relation to a specified provision of the Act or this Regulation is prescribed for the purposes of that provision.
(2) The form approved by the Commissioner under section 55A of the Act (being the form of an application by an incorporated association to have its incorporation cancelled) is, unless the Commissioner approves another form, Form 21.
1994-No. 404
(3) Forms lodged with the Commissioner are to be of such a standard, and are to be completed in such a manner, as to ensure that they are suitable for microfilming.
TABLE
Provision Form Section 8 (Application for incorporation of association) ........................... Form 1
Section 10 (1) (Certificate of incorporation of association) .................... Form 2Section 13 (1) and (3) (Application for reservation, or extension of
reservation, of name) ........................................................................ Form 3
Section 14 (3) (Application for approval of change of name) ............ Form 4
Section 14 (5) (Certificate of incorporation on change of name) ........ Form 5Section 20 (2) (Notice of alteration of objects or rules of incorporated
association) ............................................................................................................. Form 6
Section 23 (1) (Notice of vacancy in the office of public officer) ........ Form 7
Section 25 (1) (Notice of appointment, and of name and address of, public
officer) ................................................................................................. Form 8
Section 25 (2) (Notice of change of address of public officer) ........... Form 9
Section 26 (3) or 27 (2) (Application for extension of time for holdingannual general meeting or lodging statement of accounts) ............. Form 10
Section 27 (1) (Statement of accounts) .................................................... Form 11
Section 43 (Notification by approved insurer of lapsing or cancellation of
insurance) ........................................................................................... Form 12 Section 46 (3) (Application for amalgamation of incorporated associations)
................................................................................................................... Form 13 Section 46 (3) (c) (Notice of special resolution approving amalgamation ofincorporated associations) ................................................................................... Form 14 Section 47 (Certificate of incorporation of amalgamated associations) Form 15 Section 48 (3) (Application for incorporation by company or co-operative) Form 16 Section 48 (4) (a) (Certificate of incorporation of former company or
co-operative) ....................................................................................................... Form 17 Section 54 (3) (Notice of cancellation of incorporation of formerassociation) .................................................................................................................. Form 18 Clause 6 (1) of Schedule 2 (Certificate of public officer as to vesting of
property) ................................................................................................ Form 19 Clause 6 (2) of Schedule 2 (Certificate of Commissioner as to identity of
former association) ............................................................................................... Form 20
Annexures accompanying forms
6. (1) If the space provided for a particular purpose in a form is insufficient to contain all the required information in relation to a particular item, that information must be set out in an annexure to the form.
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(2) An annexure must have an identifying mark and be endorsed with
the following words, appropriately completed and signed by each person
signing the form to which the document is annexed:
THIS IS THE ANNEXURE OF [insert number of pages] PAGES description of form] SIGNED BY ME AND DATED [insert date]
.........................................
Signature (s)
(3) The pages in an annexure must be numbered consecutively.
(4) Any reference in a form to an annexure is to be by the annexure’s
identifying mark, the number of pages in it and a brief description of its
nature and contents.
(5) In this clause, a reference to an annexure includes a reference to a
document. copy of a document or other matter accompanying, attached to
or annexed to a form.
Signing of documents
7. (1) A document (including a form) relating to an incorporated association:
(a) that is required to be lodged by or on behalf of the association; or
(b) that is lodged by the public officer of the association,
must be signed by the public officer or by a member of the committee of
the association authorised by the committee for the purpose.
(2) The name of a person signing a document that is lodged with the Commissioner for the purposes of the Act must be legibly written under or alongside the signature of the person.
PART 3—MISCELLANEOUS
Model rules: sec. 3
8. The rules set out in Schedule 1 are prescribed as model rules for the purposes of the Act.
Charities taken not to infringe the prohibition against trading: sec. 4 9. Trade engaged in for a charitable purpose within the meaning of the
Charitable Fundraising Act 1991:
(a)
by an incorporated association (whether or not holding an authority under that Act); or
1994—No. 404
(b)
by a body or organisation to which (by virtue of section 7 of that Act) that Act (apart from section 48) does not apply,
is prescribed for the purposes of section 4 of the Associations
Incorporation Act 1984.
Consent of Minister to use of certain names: sec. 12
10. An application under section 12 (1) of the Act for the consent of the Minister to the incorporation of an association under a name for which the Minister’s consent is required must be lodged with the Commissioner.
Approval to change of name—prescribed period for application: sec. 14
11. For the purposes of section 14 (3) (a) of the Act, an application under section 14 (2) of the Act for approval to a change of name by an incorporated association is to be made within one month after the date of
the meeting of the association at which the special resolution for the
change of name was passed.Register of committee members—prescribed particulars: sec. 21A 12. For the purposes of section 21A (2) (c) of the Act, the following
particulars are prescribed:
(a)
the names of any members of the committee of the incorporated association who hold the positions (if any) of president, vice-president, secretary or treasurer of the incorporated association;
(b) the date on which any such member was elected to such a
position;(c) the date on which any such member ceased to hold such a
position.Public liability insurance: sec. 44 13. Unless exempted by section 45 of the Act, an incorporated association must effect and maintain public liability insurance with an approved insurer for a cover of at least $2,000,000.
Winding up—application of the Corporations Law: secs. 50, 51 14. (1) For the purposes of sections 50 (2) and 51 (3) of the Act, the
provisions of Parts 5.5, 5.6 and 5.7 and sections 1337 and 1341 of the
Corporations Law, including any provisions of the Corporations1994—No. 404
Regulations made for the purposes of those Parts or sections, apply (except if the context or subject-matter otherwise indicates or requires) to and in relation to the winding up of an incorporated association.
(2) Those provisions apply with the following modifications:
(a) in accordance with section 52 of the Act, a reference:
(i) to a company or body; or
(ii) to the directors of a company; or
(iii) to the secretary of a company; or
(iv) to the principal place of business of a company,is to be read and construed as a reference to the incorporated association, the members of the committee of the incorporated association, the public officer of the incorporated association or the address of the public officer of the incorporated association last notified under the Act to the Commissioner, respectively;
| (b) | the reference in section 495 (4) of the Corporations Law to a contributory of a company is to be read and construed as a reference to a member of the incorporated association; |
| (c) | a reference to a company carrying on business or having a place of business is to be read and construed as a reference to the incorporated association pursuing its objects; |
| (d) | a reference to registration of a company is to be read and construed as a reference to the incorporation of the incorporated association; |
| (e) | a reference to the Gazette is to be read and construed as a reference to the Government Gazette of New South Wales; |
| (f) | a reference to the articles of a company is to be read and construed as a reference to the rules of the incorporated association; |
| (g) | a reference to the Commission is to be read and construed as a reference to the Commissioner within the meaning of the Act; |
| (h) | a reference to the registered office of a corporation is to be read and construed as a reference to the address of the public officer of the incorporated association last notified to the Commissioner under the Act; |
(i) a reference to a special resolution is to be read and construed as a reference to a special resolution within the meaning of the Act;
(j)
the provisions apply as if sections 507, 572 (1) and (2), 582 (3) and 583 (c) (iii) of the Corporations Law were omitted;
1994—No. 404
(k)
the provisions of section 501 of the Corporations Law is not to be construed as authorising the distribution of surplus property of the incorporated association to its members.
(3)
The Corporations Regulations apply with such further modifications as the Commissioner may direct.
Additional persons qualified to be liquidators: secs. 50, 51
15. (1) The Commissioner may, by instrument in writing, approve of any person acting as liquidator of an incorporated association if satisfied that the person has sufficient experience and ability, and is a fit and proper person, to exercise and perform the powers, authorities, duties and functions of liquidator of the association.
(2) For the purpose of becoming satisfied of those matters, the Commissioner must have regard to:
(a)
the nature of the property and to the objects of the association; and
(b) the interests of the creditors and members of the association.
(3) The Commissioner may, by instrument in writing served on a
liquidator, revoke an approval under this clause.
(4) In addition to any person qualified to act as liquidator of a company under the Corporations Law, a person in respect of whom an approval is in force under this clause may, despite any provision of the Corporations Law (except section 532 (2) (a), (2) (b), (7) and (9) of the Corporations Law), be appointed, and may act as, the liquidator of an incorporated association to which the approval relates.
Incorporation of association as a company: sec. 56
16. (1) For the purpose of becoming registered as a company under the Corporations Law, an incorporated association:
(a) must determine, by special resolution:
(i) to apply to become so registered; and
(ii) the name under which the association is to apply to become so registered; and
(iii) to adopt a memorandum of association or articles of association, or both, or to adopt neither a memorandum of association nor articles of association; and
(b)
must cause an application for registration of the association as a company to be lodged with the Commissioner; and
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(c)
must, in all other respects, comply with the relevant provisions of the Corporations Law with respect to the incorporation of companies.
(2) An application referred to in subclause (1) (b):
(a) must be in the form required by the Commissioner; and
(b)
must be executed under the common seal of the incorporated association; and
(c)
must be accompanied by a copy of the special resolution referred to in subclause (1) (a) and of any memorandum of association or articles of association to be adopted for the proposed company.
Incorporation of association as a co-operative: sec. 56
17. (1) For the purpose of becoming registered as a co-operative under the Co-operatives Act 1992, an incorporated association:
(a) must determine, by special resolution:
(i) to apply to become so registered; and
(ii) the name under which the association is to apply to become so registered; and
(iii) to adopt rules as the rules of the proposed co-operative; and
(b)
must cause an application for registration of the association as a co-operative to be lodged with the Registrar within the meaning of that Act; and
(c)
must, in all other respects, comply with the relevant provisions of that Act with respect to the formation of co-operatives.
(2) An application referred to in subclause (1) (b):
| (a) | must be in the form required by the Registrar within the meaning of the Co-operatives Act 1992; and |
| (b) | must be executed under the common seal of the incorporated association; and |
| (c) | must be accompanied by a copy of the special resolution referred to in subclause (1) (a) and of any rules to be adopted for the proposed co-operative. |
Repeal
18. (1) The Associations Incorporation Regulation 1985 is repealed.
(2) Any act, matter or thing that, immediately before the repeal of the
Associations Incorporation Regulation 1985, had effect under that
Regulation is taken to have effect under this Regulation.
1994—No. 404
SCHEDULE 1—MODEL RULES (Cl. 8) PART 1—PRELIMINARY
Definitions
1. (1) In these rules:
“ordinary member” means a member of the committee who is not an office-bearer
of the association, as referred to in rule 14 (2);
“secretary” means:
(a) the person holding office under these rules as secretary of the
association; or (b)
if no such person holds that office—the public officer of the association;
“special general meeting” means a general meeting of the association other than an
annual general meeting;
“the Act” means the Associations Incorporation Act 1984;
“the Regulation” means the Associations Incorporation Regulation 1994.(2) In these rules:
(a) a reference to a function includes a reference to a power, authority and duty; and (b) a reference to the exercise of a function includes, if the function is a duty, a
reference to the performance of the duty.
(3) The provisions of the Interpretation Act 1987 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
PART 2—MEMBERSHIP
Membership qualifications
2. A person is qualified to be a member of the association if, but only if:
(a)
the person is a person referred to in section 15 (1) (a), (b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act; or
(b) the person is a natural person:
(i) who has been nominated for membership of the association as provided by rule 3; and
(ii) who has been approved for membership of the association by the committee of the association.
Nomination for membership
3. (1) A nomination of a person for membership of the association:
(a) must be made by a member of the association in writing in the form set out in
Appendix 1 to these rules; and1994—No. 404
(b) must be lodged with the secretary of the association.
(2) As soon as practicable after receiving a nomination for membership, the secretary must refer the nomination to the committee which is to determine whether to approve or to reject the nomination.
(3) If the committee determines to approve a nomination for membership, the secretary must, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay (within the period of 28 days after receipt by the nominee of the notification) the sum payable under these rules by a member as entrance fee and annual subscription.
(4) The secretary must, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a member of the association.
Cessation of membership
4. A person ceases to be a member of the association if the person:
(a) dies; or
(b) resigns membership; or(c) is expelled from the association.
Membership entitlements not transferable
5 . A right, privilege or obligation which a person has by reason of being a member of the association:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates on cessation of the person’s membership.
Resignation of membership
6. ( 1 ) A member of the association is not entitled to resign that membership except in
accordance with this rule.
(2) A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
(3) If a member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
Register of members
7. (1) The public officer of the association must establish and maintain a register of
members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member.
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(2) The register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour.
Fees and subscriptions
8. (1) A member of the association must, on admission to membership, pay to the association a fee of $1 or, if some other amount is determined by the committee, that other amount.
(2) In addition to any amount payable by the member under clause (1), a member of the association must pay to the association an annual membership fee of $2 or. if some other amount is determined by the committee, that other amount:
(a) except as provided by paragraph (b). before 1 July in each calendar year; or
(b)
if the member becomes a member on or after 1 July in any calendar year—on becoming a member and before 1 July in each succeeding calendar year.
Members’ liabilities
9. The liability of a member of the association to contribute towards the payment of
the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 8.
Resolution of internal disputes
10. Disputes between members (in their capacity as members) of the association, and
disputes between members and the association. are to be referred to a community justicecentre for mediation in accordance with the Community Justice Centres Act 1983.
Disciplining of members
11. ( 1 ) A complaint may be made by any member of the association that some other member of the association:
(a)
has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b)
has persistently and wilfully acted in a manner prejudicial to the interests of the association.
(2) On receiving such a complaint, the committee:
(a) must cause notice of the complaint to be served on the member concerned; and
(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint; and (c) must take into consideration any submissions made by the member in connection with the complaint. (3) The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
1994—No. 404
(4) If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under rule 12.
( 5 ) The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or
(b)
if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 12 (4), whichever is the later.
Right of appeal of disciplined member
12. (1) A member may appeal to the association in general meeting against a resolution of the committee under rule 11. within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
(2) The notice may, but need not, be accompanied by a statement of the grounds on
which the member intends to rely for the purposes of the appeal.
(3) On receipt of a notice from a member under clause (1), the secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the secretary received the notice.
(4) At a general meeting of the association convened under clause (3):
(a) no business other than the question of the appeal is to be transacted; and
(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both; and (c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
( 5 ) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution. the resolution is confirmed.
PART 3—THE COMMITTEE
Powers of the committee
13. The committee is to be called the committee of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in general meeting:
(a) is to control and manage the affairs of the association; and
(b)
may exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a general meeting of members of the association; and
(c)
has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.
Constitution and membership
14. (1) Subject in the case of the first members of the committee to section 21 of the Act, the committee is to consist of:
1994—No. 404
(a) the office-bearers of the association; and
(b) 3 ordinary members,
each of whom is to be elected at the annual general meeting of the association under
rule 15.
(2) The office-bearers of the association are to be:
(a) the president;
(b) the vice-president;
(c) the treasurer; and
(d) the secretary.
(3) Each member of the committee is. subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
(4) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
Election of members
15. (1) Nominations of candidates for election as office-bearers of the association or
as ordinary members of the committee:
(a) must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and (b) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place. (2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
(3) If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
( 5 ) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
(6) The ballot for the election of office-bearers and ordinary members of the
committee is to be conducted at the annual general meeting in such usual and proper
manner as the committee may direct.
Secretary
16. (1) The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
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(2) It is the duty of the secretary to keep minutes of:
(a) all appointments of office-bearers and members of the committee;
(b)
the names of members of the committee present at a committee meeting or a general meeting; and
(c) all proceedings at committee meetings and general meetings.
(3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
Treasurer
17. It is the duty of the treasurer of the association to ensure:
(a)
that all money due to the association is collected and received and that all payments authorised by the association are made; and
(b)
that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
Casual vacancies
18. For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member:
(a) dies; or
(b) ceases to be a member of the association; or
(c)
becomes an insolvent under administration within the meaning of the Corporations Law; or
(d) resigns office by notice in writing given to the secretary; or
(e) is removed from office under rule 19; or
(f) becomes a mentally incapacitated person; or
(g)
is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
Removal of member
19. (1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2) If a member of the committee to whom a proposed resolution referred to in clause ( 1 ) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
Meetings and quorum
21. ( 1 ) The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
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(2) Additional meetings of the committee may be convened by the president or by any member of the committee.
(3) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
( 5 ) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
(8) At a meeting of the committee:
(a) the president or, in the president’s absence, the vice-president is to preside; or
(b)
if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
Delegation by committee to subcommittee
22. (1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:
(a) this power of delegation; and
(b) a function which is a duty imposed on the committee by the Act or by any other law. (2) A function the exercise of which has been delegated to a sub-committee under
this rule may, while the delegation remains unrevoked, be exercised from time to time
by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
(4) Despite any delegation under this rule. the committee may continue to exercise any function delegated.
( 5 ) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
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(6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
(7) A subcommittee may meet and adjourn as it thinks proper.
Voting and decisions
23. (1) Questions arising at a meeting of the committee or of any subcommittee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
(2) Each member present at a meeting of the committee or of any subcommittee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to rule 20 (5), the committee may act despite any vacancy on the committee.
(4) Any act or thing done or suffered. or purporting to have been done or suffered, by the Committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
PART 4—GENERAL MEETINGS
Annual general meetings—holding of
24. (1) With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
(2) The association must hold its first annual general meeting:
(a) within the period of 18 months after its incorporation under the Act; and
(b) within the period of 6 months after the expiration of the first financial year of the association.
(3) Clauses (1) and (2) have effect subject to any extension or permission granted by the Commissioner under section 26 (3) of the Act.
Annual general meetings—calling of and business at
25. ( 1 ) The annual general meeting of the association is, subject to the Act and to rule 23, to be convened on such date and at such place and time as the committee thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
(a)
to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
(b)
to receive from the committee reports on the activities of the association during the last preceding financial year;
(c)
to elect office-bearers of the association and ordinary members of the committee;
1994—No. 404
(d)
to receive and consider the statement which is required to be submitted to members under section 26 (6) of the Act.
(3) An annual general meeting must be specified as such in the notice convening it.
Special general meetings—calling of
26. ( 1 ) The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
(3) A requisition of members for a special general meeting:
(a) must state the purpose or purposes of the meeting; and
(b) must be signed by the members making the requisition; and(c) must be lodged with the secretary; and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition. (4) If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expense is entitled to be reimbursed by the association for any expense so incurred.
Notice
27. (1 ) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1) , the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting is
to be transacted at the meeting except. in the case of an annual general meeting,
business which may be transacted under rule 24 (2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.
1994—No. 404
Procedure
28. (1) No item of business is to be transacted at a general meeting unless a quorum
of members entitled under these rules to vote is present during the time the meeting is
considering that item.
(2) Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
(a) if convened on the requisition of members. is to be dissolved; and
(b) in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the
time appointed for the commencement of the meeting, the members present (being at
least 3) is to constitute a quorum.
Presiding member
29. (1) The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the association.
(2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.
Adjournment
30. (1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3) Except as provided in clauses (1) and (2). notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
Making of decisions
31. (1) A question arising at a general meeting of the association is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without
1994—No. 404
proof of the number or proportion of the votes recorded in favour of or against that
resolution.
(2) At a general meeting of the association, a poll may be demanded by the
chairperson or by at least 3 members present in person or by proxy at the meeting.
(3) If a poll is demanded at a general meeting, the poll must be taken:
(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or (b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs,
and the resolution of the poll on the matter is taken to be the resolution of the meeting
on that matter.
Special resolution
32. A resolution of the association is a special resolution:
(a) if it is passed by a majority which comprises at least threequarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(b)
where it is made to appear to the Commissioner that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Commissioner.
Voting
33. (1) On any question arising at a general meeting of the association a member has one vote only.
(2) All votes must be given personally or by proxy but no member may hold more than 5 proxies.
(3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(4) A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
Appointment of proxies
34. (1) Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
(2) The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.
1994—No. 404
PART 5—MISCELLANEOUS
Insurance
35. (1) The association must effect and maintain insurance under section 44 of the
Act.
(2) In addition to the insurance required under clause ( I ) , the association may effect and maintain other insurance.
Fund—source
36. (1) The funds of the association are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the Committee determines.
(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank account.
(3) The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
Funds—management
37. (1) Subject to any resolution passed by the association in general meeting. the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
(2) All cheques, drafts. bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members or employees authorised to do so by the committee.
Alteration of objects and rules
38. The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.
Common seal
39. (1) The common seal of the association must be kept in the custody of the public
officer. (2) The common seal must not be affixed to any instrument except by the authority
of the committee and the affixing of the common seal must be attested by the signatures
either of 2 members of the committee or of 1 member of the committee and of the
public officer or secretary.
Custody of books
40. Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
Inspection of books
41. The records, books and other documents of the association must be open to
inspection, free of charge, by a member of the association at any reasonable hour.
1994—No. 404
Service of notices
42. (1) For the purpose of these rules, a notice may be served by or on behalf of the association on any member either personally or by sending it by post to the member at the member's address shown in the register of members.
(2) If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is, unless the contrary is proved, taken for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
APPENDIX 1 (Rule 3 (1)) APPLICATION FOR MEMBERSHIP OF ASSOCIATION
........... Incorporated (incorporated under the Associations Incorporation Act 1984)
I, ...................................................................................................................
(full name of applicant)
of ..................................................................................................................
(address)
................................................................................ hereby apply to become a
(occupation)
member of the abovenamed incorporated association. In the event of my admission as a member, I agree to be bound by the rules of the association for the time being in force.
...........................................................
Signature of applicant
Date ...................................................
I, ........................................................................ a member of the association,
(full name)
nominate the applicant, who is personally known to me, for membership of the
association.
...........................................................
Signature of proposer
Date ...................................................
I, ........................................................................ a member of the association,
( ful l name) 1994—No. 404
second the nomination of the applicant, who is personally known to me, for membership
of the association.
...........................................................
Signature of seconder
Date ...................................................
APPENDIX 2
(Rule 33 (2))
FORM OF APPOINTMENT OF PROXY
I, ...................................................... of ......................................................
(full name) (address)
being a member of ..........................................................................................
(name of incorporated association)
hereby appoint ............................................of .............................................
(full name of proxy) (address)
being a member of that incorporated association. as my proxy to vote for me on my behalf at the general meeting of the association (annual general meeting or special general meeting, as the case may be) to be held on the ....... day of ....... 19..,
and at any adjournment of that meeting.
* My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details).
* To be inserted if desired.
. .......................................................... Signature of member appointing proxy
Date ...................................................
NOTE: A proxy vote may not be given to a person who is not a member of the association.
1994—No. 404
SCHEDULE 2—FORMS (Cl. 5 )
Form 1
APPLICATION FOR INCORPORATION OF ASSOCIATION
ASSOCIATIONS INCORPORATION ACT 1984
(Section 9)
DOCUMENT TO BE
COMPLETED IN BLACK INK
*Delete if not applicable
To the Commissioner Registration No.: for Consumer Affairs
1. I ................................................................................................................
(full name in BLOCK letters)
of..................................................................................................................
(usual residential address)
make application for the incorporation of
....................................................................................................Incorporated
(insert proposed name of association)
under the provisions of the Associations Incorporation Act 1984. (note 1)
2. (a) The formation of the association is
* a proposed (new) association OR * a currently unincorporated association known as:
............................................................................................................
(insert name of unincorporated association)
The proposed name is currently reserved:
Reservation Number: ......................... Expiry Date: .........................
(b) The principal place of administration of the proposed incorporated association will be: (note 2)
............................................................................................................
(c)
The rules of the proposed incorporated association will be*/will not be* the model rules: (note 3)
3. The objects of the proposed incorporated association are: (note 4 )
.......................................................................................................................
......................................................................................................................
......................................................................................................................1994—No. 404
4. The principal activities of the association are*/are likely to be*: (note 5)
.......................................................................................................................
.......................................................................................................................
....................................................................................................................
5 . The INCOME of the association is*/is likely to be* $ ................ per annum which is derived*/is likely to be derived* from the following sources: (note 6)
......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
The EXPENDITURE of the association is*/is likely to be* $ ................ per annum.
6. The number of persons employed*/likely to be employed* by the association is*/is
likely to be* ................
7. The persons with whom the association deals*/is likely to deal with* are principally:
...................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
(members of the association, members of similar associations, members of the public
etc.)
8. The association is*/has made application to become* the holder of an authority under
the Charitable Fundraising Act 1991.
1994—No. 404
9. Particulars of property held by a person (other than in trust) for and on behalf of or for the objects of the *proposed association/*currently unincorporated association are as follows: (note 7)
Description of property Approx. value Name and address of person holding property
10. Particulars of mortgages, charges and other securities of any description affecting any property of the *proposed association/*unincorporated association referred to in 2
(a) at the date of the application are as follows: (note 8)
Description of Description of Amount of Name and address
mortgage or other property affected indebtedness at date of of holder of
security application mortgage, security
etc.
STATUTORY DECLARATION I solemnly and sincerely declare that:
1. I am duly authorised to apply for the incorporation of ..................................
......................................................................................................Incorporated
(insert name of proposed incorporated association)
in accordance with section 8 of the Associations Incorporation Act 1984.
2. The particulars contained above are true.
1994—No. 404
3. A copy of the rules*, deed(s)*, or instrument(s)* signed by me for the purpose of identification and accompanying this application are true copies of the documents of which they purport to be copies.
And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Oaths Act 1900.
Subscribed and declared by me
at ........................... this .......................... day of .......................... 19 .........
| ..................................... | .............................................. |
(signature of applicant) (name of signatory in BLOCK letters)
before me
.......................................................
(Justice of the Peace)
Please refer to “How to Incorporate Checklist” before lodging form with the
Commissioner for Consumer Affairs.
NOTES TO ASSIST IN COMPLETION OF FORM
1. A current reservation of name reply slip is also required.
2. Specify the full address, including the number of the room and the floor level of the building (where applicable). If there is no principal place of administration. insert the residential address of the public officer.
3. If the model rules are not adopted, a copy of the rules to be adopted, being rules that comply with section 11 of the Act, must be lodged with the application.
4. An example of an object of an association may be “to promote a particular sport in a district”.
5. An example of principal activities may be “the conducting of social functions”.
6. Refer to Direction E below.
7. Insert details of property in which members of the association have a disposable interest eg. shares or stocks in the capital of the association.
8. If there are no mortgages. charges, etc., insert “NIL”.
DIRECTIONS
A.
All copies of documents which are attached to the application must be signed by the applicant for the purposes of identification.
B.
Section 22 of the Act provides that unless the rules of the incorporated association otherwise provide. the first public officer of an incorporated association is the person upon whose application the association was incorporated.
C.
The first public officer of the incorporated association must, within 14 days after becoming public officer, give notice of becoming public officer to the Commissioner for Consumer Affairs by lodging Form 8.
D. An incorporated association must have at least 5 members.
1994—No. 404
E. The Commissioner for Consumer Affairs may refuse to incorporate an association if the Commissioner is satisfied that it would be inappropriate or inconvenient to do so by reason of the Commissioner's assessment of the likely scale or nature of the activities of the association, the likely value or nature of the property of the association, or the extent or nature of i t s dealings or likely dealings with the public. F. If the space provided for a particular purpose in a form is insufficient to contain all the required information in relation to a particular item, that information is to be set out in an annexure to the form. An annexure to a form must have an identifying mark and be endorsed with the following words, appropriately completed and signed by each person signing the form to which the document is annexed:
This is the annexure of ..................... pages marked “ ....................................... ”
(insert number of pages) (insert identifying mark)
referred to in the ...................................................................................... (insert description of form)
signed by me and dated .............................................
(insert date)
...........................................................................
(Signature(s))
Requirements relating to annexures are set out in clause 6 of the Associations
Incorporation Regulation 1994.
RETURN COMPLETED FORM TO:
Level 4, 175 Castlereagh Street, Sydney OR
P.O. Box 972 Parramatta NSW 2124
Enquiries (02) 286 0009
Lodged by: ............................................ Lodged with the Commissioner of Consumer
Address: ................................................. Affairs on ..............................................................
Phone: ( ) 1994—No. 404
Form 2
CERTIFICATE OF INCORPORATION
ASSOCIATIONS INCORPORATION ACT 1984
(Section 10 (1))
Reg. No.: .................
This is to certify that................................................................................................................
is on and from the ...................................... day of ......................................
19 ......... incorporated under the ASSOCIATIONS INCORPORATION ACT 1984.
Signed by the Commissioner for Consumer Affairs on ...................................
Form 3
APPLICATION FOR RESERVATION OR EXTENSION OF RESERVATION OF
NAME
ASSOCIATIONS INCORPORATION ACT 1984
(Section 13 (1) and (3))
Reg. No.: .................
To the Commissioner for Consumer Affairs
1. I, .................................................... of ....................................................
(full name in block letters) (usual address)
make application for the *reservation/*extension of reservation of the name ( 1 )
.................................
Incorporated-
* as the name of a proposed incorporated association.
| * as the name to which | ............................................................................... |
Incorporated an incorporated association proposes to change its name.
* as the name of the incorporated association proposed to be formed by
amalgamation of 2 or more incorporated associations currently incorporated under the
names .............................................................................................................
.......................................................................................................................
* as the name by which ................. Limited, a company limited by guarantee
(name of company)
within the meaning of the Corporations Law proposes to become incorporated under the
Associations Incorporation Act 1984.
* as the name by which .............. a society/co-operative registered
(name of society/co-operative)
under the Co-operation Act 1923 or the Co-operatives Act 1992 (not being a society/ co-operative the capital of which is divided into shares or stock), proposes to become incorporated under the Associations Incorporation Act 1984.
1994—No. 404
2. The activities carried on or to be carried on by the incorporated association are: (2)
.......................................................................................................................
.......................................................................................................................
3. The proposed incorporated association intends to *pursue/*continue to pursue the
activities which *are/*were pursued under the name of ......................................
.......................................................................................................................
4. Single letters included in the name to be reserved *do not stand for anything/*stand
for .................................................................................................................
.......................................................................................................................
5 . If a previous application for reservation has been made, identify the original
application by number (if any) .................................................and expiry date
.......................................................................................................................
Dated this ........................................ day of ........................................ 19 .....
...................................................................................
Signature of *applicant/*public officer/*director/*secretary.
...................................................................................
Name of signatory (block letters)
* Delete where inapplicable.
(1) Insert name applied for in block letters.
(2) The activities should be stated in full. General terms are not sufficient.
Form 4
APPLICATION FOR APPROVAL TO CHANGE OF NAME
ASSOCIATIONS INCORPORATION ACT 1984
(Section 14 (3))
Reg. No.: ...............
. .............................................................................................. ( 1 ) I n c o r p o r a t e d
1.
Application is hereby made for approval to the change of name of the above association to (2) ..............................................................Incorporated.
2. The special resolution for the change of name was duly passed at a general
meeting of the incorporated association held on the ............................... day of .......................... 19 .... 3. The proposed name is currently reserved. Reservation number: ........................ Expiry date: .........................
1994—No. 404
4. I, ................................................ of ................................................
(Full name of public officer (Usual residential address) in block letters)
verify that:
(a) I am the duly appointed public officer of (1) ................ Incorporated.
(b) The particulars contained in the above application are true.
Dated this ...................................... day of ...................................... 19 ..... .............................................................
Signature of public officer
.............................................................
Name of signatory in block letters
(1) Inserting existing name of incorporated association in full in block letters.
(2) Insert proposed new name of incorporated association in full in block letters.
DIRECTIONS
1 . This application must be lodged with the Commissioner for Consumer Affairs within 1 month after the date of the meeting of the incorporated association at which the special resolution was passed and must be accompanied by the prescribed fee.
2. A current reservation reply slip and the certificate of incorporation of the incorporated association or a copy thereof should be attached to this application.
Form 5
CERTIFICATE OF INCORPORATION ON CHANGE OF NAME
ASSOCIATIONS INCORPORATION ACT 1984
(Section 14 (5))
Reg. No.: ...............
This is to certify that ............................ which was on the ............................
day of ............ 19 .... incorporated under the ASSOCIATIONS INCORPORATION
ACT 1984, changed its name to .......................................................................
.................................................................................................... Incorporated
on the .............. day of .............. 19 .....
Signed by the Commissioner for Consumer Affairs on ...................................
1994—No. 404
Form 6
NOTICE OF ALTERATION OF OBJECTS OR RULES
ASSOCIATIONS INCORPORATION ACT 1984
(Section 20 (2))
Reg. No.: ...............
( 1 ) ................................................................................................. I n c o r p o r a t e d To the Commissioner for Consumer Affairs
1. At a general meeting of the members of (1) ............................................
...................................................... Incorporated duly convened and held
on the .......................................................... day of ............ 19 ...... the
resolution set out * below/* in the annexure marked ...............................
................................................... was duly passed as a special resolution. RESOLUTION
2. I, ..................................................................................................... of
(full me of * public officer/* committee member in block letters)
.............................................................................................................
(usual residential address)
verify that:
(a) I am the duly appointed * public officer/* committee member of (1) .................................. Incorporated.
(b) The particulars contained in this notice are true.
Dated this ....................................... day of ...................................... 19 .......
...............................................................................
Signature of * public officer/* committee member
...............................................................................
Name of signatory in block letters
* Delete where inapplicable.
(I) Insert name of incorporated association in block letters.
DIRECTIONS
1. This form must be lodged with the Commissioner for Consumer Affairs together with the prescribed fee within 1 month after the special resolution was passed.
2. Requirements relating to annexures are set out in clause 6 of the Associations Incorporation Regulation 1994.
1994—No. 404
Form 7
NOTICE OF VACANCY IN THE OFFICE OF PUBLIC OFFICER
ASSOCIATIONS INCORPORATION ACT 1984
(Section 23 (1))
| Reg. No.: | ............... |
(1) ...............................................................................................Incorporated
To the Commissioner for Consumer Affairs
Notice is hereby given that ..........................................................................
(full name of public officer)
of..................................................................................................................
(usual residential address of public officer)
ceased to be the public officer of the association on .........................................
(date)
| because | of | ...................................................................................................... |
(resignation, removal from office, etc.)
Dated this ...................................... day of ...................................... 19 .....
Signature of committee member ........................................................................
Name of signatory in block letters ....................................................................
(1)
Insert name of incorporated association in block letters.
DIRECTIONS
1. The committee is required to notify the Commissioner for Consumer Affairs of a vacancy in the office of public officer, and to appoint a person to fill the vacancy, within 14 days after the position falls vacant.
2. This form is not to be signed by the public officer.
1994—No. 404
Form 8
NOTICE OF APPOINTMENT AND OF NAME AND ADDRESS OF PUBLIC
OFFICER
ASSOCIATIONS INCORPORATION ACT 1984
(Section 25 (1))
Reg. No.: ...............
(1) ..........................................................Incorporated ............................................................................................... To the Commissioner for Consumer Affairs Notice is hereby given that ..........................................................................
(full name in block letters)of .................................................................................................................. (usual residential address)
did on the ...................................... day of ...................................... 19 ...... become the public officer of (I) ........................................................................
Incorporated for the purposes of the Associations Incorporation Act 1984.Dated this ...................................... day of ...................................... 19 ......
...............................................................................
Signature of public officer
...............................................................................
Name of signatory in block letters.
(1) Insert name of incorporated association in block letters.
DIRECTIONS
1. The appointee must be a natural person.
2. A person may not be appointed as a public officer unless that person:
(a) has attained the age of 18 years; and
(b) is resident in the State of New South Wales.3. This notice must be lodged with the Commissioner for Consumer Affairs within 14 days after the person becomes public officer.
1994-No. 404
Form 9
NOTICE OF CHANGE OF ADDRESS OF PUBLIC OFFICER
ASSOCIATIONS INCORPORATION ACT 1984
(Section 25 (2))
Reg. No.: ...............
| (I) | ............................................................................................... | Incorporated |
To the Commissioner for Consumer Affairs
Notice is hereby given that the address of the public officer of the abovenamed
| association, was on the ............................... day of ............................... | 19 | ..... |
changed to and is now situated at (2) ................................................................ Dated this ...................................... day of ...................................... 19 .....
...............................................................................
Signature of public officer
...............................................................................
Name of signatory in block letters
(1) Insert name of incorporated association in black letters.
(2) Specify the full address, including the number of the room and of the floor or
level of the building (where applicable).
DIRECTIONS
This notice must be lodged with the Commissioner for Consumer Affairs within 14 days after the change of address.
Form 10
APPLICATION FOR EXTENSION OF TIME FOR HOLDING ANNUAL
GENERAL MEETING OR LODGING STATEMENT
ASSOCIATIONS INCORPORATION ACT 1984
(Section 26 (3) or 27 (2))
DOCUMENT TO BE
COMPLETED IN BLACK INK
*Delete if not applicable
| To the Commissioner | Registration No.: |
for Consumer Affairs
............................................................................................................. Incorporated
(name of association)
1994—No. 404
1. I .......................................................................................... (notes 1 & 2)
(full name of public officer in BLOCK letters)
of .............................................................................................................................
(usual residential address)
hereby make application for and on behalf of the above association for:
A. An extension of time for the holding of its annual general meeting, pursuant to
section 26 (3) of the Act.It is requested that the time period be extended to .............................. 19 ..........
OR
B. Permission to hold the annual general meeting which is required by section 26 (1) of the Act due to be held in the calendar year 19 ........ to be now held in the calendar year
19 ........
The reason(s) why I am making the above application *is/are:
.......................................................................................................................
.......................................................................................................................
..............................................................................................................................................................................................................................................
OR
C. An extension of time for lodging the statement required by section 27 (1) of the Act.
The reason(s) why the extension of time is requested *is/are:
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
Dated this ...................................... day of ..................................... 19 ..........
..................................................................................................................
(signature of public officer) (name of signatory in BLOCK letters)
RETURN COMPLETED FORM TO:
Level 4, 175 Castlereagh Street, Sydney OR
P.O. Box 972 Parramatta NSW 2124
Enquiries (02) 286 0009
Lodged by: ............................................ Lodged with the Commissioner for Consumer
Address: ...............................................................................................................
1994—No. 404
Form 11
ANNUAL STATEMENT
ASSOCIATIONS INCORP0RATION ACT 1984
(Section 27 (1))
DOCUMENT TO BE
COMPLETED IN BLACK INK
*Delete if nor applicable
| To the Commissioner | Registration No.: |
for Consumer Affairs
| .................................................................................................... | Incorporated |
(name of incorporated association)
1. The last financial year of the incorporated association ended on the ......................................... day of ......................................... 19 ..........
2. The date of the annual general meeting was the ......................................... day of ......................................... 19 ..........
3. *An extension of time to hold the annual general meeting was granted by the
Commissioner for Consumer Affairs.
4. *An extension of time to lodge the statement concerning the annual general meeting
was granted by the Commissioner for Consumer Affairs.
5. Particulars of the income and expenditure of the incorporated association during the
financial year are:
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
6. Particulars of the assets and liabilities of the incorporated association at the end of
the financial year are: (note 1)
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
1994—No. 404
7. Particulars of mortgages, charges and other securities of any description affecting the
property of the incorporated association as at the end of the financial year are:
Description of Description of Amount of Name and address
mortgage, charge or property affected indebtedness at end of of holder of
other security financial year mortgage, security
etc.
8. Details of insurance (please refer to Direction A)
Policy type Policy No. Insurer Amount Expiry
$ date
CERTIFICATE AS TO FINANCIAL AFFAIRS
9. In the opinion of the members of the committee:
(a)
The particulars set out in items 5-8 above are not misleading and give a true and fair view of the matters to which those particulars relate; and
(b)
There are reasonable grounds to believe, at the date of this statement, that the association will be able to pay its debts as and when they fall due.
Signature of two members of the committee:
....................................................................... ..............................................
(signa tu re) (signature)
.................................................................. ...............................................
(name in BLOCK letters) (name in BLOCK letters)
.................................................................... .................................................
(address) (address)
1994—No. 404
10. CERTIFICATE BY MEMBERS OF THE COMMITTEE
| I | ............................................................................................................... | of |
(full name in BLOCK letters)
.......................................................................................................................
(usual residential address)
AND
| I | .................................................................................................................. | of |
(full name in BLOCK letters)
........................................................................................................... certify that:
(usual residential address)
(a) We are members of the committee of ................................................... ...................................................................................................... Incorporated
(name of incorporated association)
(b)
We attended the annual general meeting of the association held on the ... ........................... day of ........................... 19 .........
(c)
We are authorised by the attached resolution of the committee to sign this certificate (see Direction C).
(d)
This annual statement was submitted to the members of the association at its annual general meeting.
Dated this ....................................... day of ....................................... 19 ........
..................................................................................................................
(signature of committee member) (signature of committee member)
..................................................................................................................
(name of signatory in BLOCK letters) (name of signatory in BLOCK letters)
NOTES TO ASSIST IN COMPLETION OF FORM
1. Insert particulars of assets and liabilities under headings appropriate to the
association’s activities.
DIRECTIONS
A.
A certificate from the association’s approved insurer, verifying the details set out in Item 8, MUST be attached to this statement.
B.
This notice must be lodged with the Commissioner for Consumer Affairs together with the prescribed fee within one month after the date of the annual general meeting of the association.
C.
Section 27 (1) (c) of the Act requires that a copy of the terms of any resolution passed at the annual general meeting concerning this statement be attached to this statement.
1994—No. 404
D. If the space provided for a particular purpose in a form is insufficient to contain all the required information in relation to a particular item, that information is to be set out in an annexure to the form. An annexure to a form must have an identifying mark and be endorsed with the following words, appropriately completed and signed by each person signing the form to which the document is annexed: This is the annexure of ...................... pages marked “ ....................................... ”
(insert number of pages) (insert identifying mark)
referred to in the ................................................................................
(insert description of form)
signed by me and dated ..................................
(insert date)
.....................................................
(Signature(s))
Requirements relating to annexures are set out in clause 6 of the Associations
Incorporation Regulation 1994.
RETURN COMPLETED FORM To:
Level 4, 175 Castlereagh Street, Sydney OR
P.O. Box 972 Parramatta NSW 2124
Enquiries (02) 286 0009
Lodged by: ............................................ Lodged with the Commissioner for Consumer Address: ................................................. Affairs on .............................................................. Phone: ( )
Form 12
NOTIFICATION BY APPROVED INSURER OF LAPSING OR CANCELLATION OF
INSURANCE
ASSOCIATIONS INCORPORATION ACT 1984
(Section 43)
( 1 ) I n c o r p o r a t e d ............................................................................................... To the Commissioner for Consumer Affairs ................................................................................................... hereby gives
(name of insurer)
notice that the following insurance policy(ies) effected pursuant to section 44 of the Act
by the abovenamed association have lapsed or have been cancelled:
1994—No. 404 Details of lapsing or cancellation
Policy No. Name of Association (including effective date)
Dated this ...................................... day of ...................................... 19 .....
(2)
................................................................
Signature of authorised officer
...........................................................................
Name of signatory in block letters
(I) Insert name of incorporated association in block letters.
(2)
Where the insurer is a company, this form must be signed by a director or secretary or the principal executive officer of the company.
DIRECTION
Section 43 of the Act requires an approved insurer to notify the Commissioner for Consumer Affairs within 14 days after any lapsing or cancellation of insurance which is required to be effected and maintained by an incorporated association and to provide details of the lapsing or cancellation.
Form 13
APPLICATION FOR INCORPORATION OF AN AMALGAMATED
INCORPORATED ASSOCIATION
ASSOCIATIONS INCORPORATION ACT 1984
(Section 46 (3))
| (1) | ................................................. Incorporated Reg. No. ....................................... |
To the Commissioner for Consumer Affairs
1. I. ..................................................... of................................................
fill name in block letters) (usual residential address)
the public officer of (I) .............................................. Incorporated, and
I, ................................................ of ................................................
fill name in block letters) (usual residential address}
the public officer of (1) ............ Incorporated, made application for the incorporation under the Associations Incorporation Act 1984 of the associations of which we are the respective public officers.
1994—No. 404
2. The following information is submitted in support of the application:
(a) The proposed name of the proposed amalgamated incorporated association is
........................................................................... Incorporated; The proposed name is currently reserved.
Reservation No: ........................ Expiry Date: ........................(b) The person nominated as the first public officer of the proposed amalgamated incorporated association is .....................................
(full name in block letters)
...............................................................................................
(usual residential address)
(c)
The principal place of administration of the proposed amalgamated incorporated association will be: ...............................................................................................
(address)
(d) The proposed amalgamated incorporated association *will be/*will not
be the trustee of any trusts. (2)(e)
The full names and usual residential addresses of the persons who have been nominated as the first members of the committee of the proposed amalgamated incorporated association are:
Given name and surname Position to be held
(any former names should (e.g. Resident, Treasurer, Usual residential
be given in brackets etc.) address
under present names)
1994—No. 404
| Dated this ........................................ | day of ........................................ | 19 ..... |
................................................... ...................................................
| ................................................... | ................................................... |
| Signature of public officers | Names of signatories in block letters |
STATEMENT OF OBJECTS
The objects of the proposed amalgamated incorporated association are:
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
RULES
* The associations have approved the adoption of the model rules as the rules of the proposed amalgamated incorporated association.
OR
*
The associations have approved rules which comply with section 11 of the Act to be the rules of the proposed amalgamated incorporated association and a copy of those rules is attached.
*Delete where inapplicable.
(1) Insert name of incorporated association in block letters. (2) If the proposed association is to be a trustee, particulars of the trust(s) together
with a copy of any deed or other instrument creating or embodying the trust(s)
must be lodged with this application.
DIRECTIONS
1. This application must be accompanied by:
(a) the certificates of incorporation of each of the incorporated associations;
(b) a copy of the rules of the proposed amalgamated incorporated association to be formed by the amalgamation, certified by the applicants to be a true copy, if the associations have not approved the adoption of the model rules as the rules of the proposed amalgamated incorporated association; and (c) a copy of the special resolutions passed by each of the incorporated associations seeking amalgamation in accordance with section 46 (2) of the Act and a copy of the terms of the amalgamation if they are not set out fully in the special resolution. 2. The public officer must be a natural person who has attained the age of 18 years and who is a resident of the State of New South Wales.
3. Upon incorporation the amalgamated association should take out fresh insurance in its own name as required by section 44 of the Act.
1994—No. 404
4. The first public officer of the amalgamated incorporated association must, within 14 days after becoming public officer, give notice of the fact to the Commissioner for Consumer Affairs by lodging Form 8.
5. Requirements relating to annexures are set out in clause 6 of the Associations Incorporation Regulation 1994.
6. Particulars of addresses required to be inserted in this form should include the number of the room and of the floor or level of the building (where applicable).
Form 14
NOTICE OF SPECIAL RESOLUTION APPROVING AMALGAMATION OF
INCORPORATED ASSOCIATIONS
ASSOCIATIONS INCORPORATION ACT 1984
(Section 46 (3) (c))
Reg. No.: ...............
(1) .................. Incorporated
To the Commissioner for Consumer Affairs
At a general meeting of members of the association. duly convened and held on ..................................................................
19 ..... a special resolution approving:
(a)
the terms of a amalgamation with (2) .................................................... Incorporated;
(b)
a statement of the objects of the proposed amalgamated incorporated association; and
(c) the rules of the proposed amalgamated incorporated association,
was duly passed.
Dated this ................................................................. day of .............. 19 ......
.............................................................
Signature of public officer
.............................................................
Name of signatory in block letters
(1) Insert the name of incorporated association in block letters.
(2) Insert the name of incorporated association with which the firstmentioned
association is amalgamating, in block letters.
DIRECTION
Each of the incorporated associations intending to amalgamate must pass the special resolution required by section 46 (2) of the Act and each association must lodge a copy of this form, duly completed, with Form 13.
1994—No. 404
Form 15
CERTIFICATE OF INCORPORATION OF AMALGAMATED INCORPORATED
ASSOCIATION
ASSOCIATIONS INCORPORATION ACT 1984
(Section 47)
Reg. No.: ...............
This is to certify that ............................................................... Incorporated
which was incorporated under the Associations Incorporation Act 1984 on the .....
| day | of | ............................................................................................................ |
| 19 .... and .................................................................... | Incorporated which was |
incorporated under that Act on the ...................................................................
day of ....................................... 19 .... were, on the .......................................
| day | of | .................................. | 19 | .... incorporated as an amalgamated incorporated |
association under that Act and that the name of the incorporated association so formed is
| ................................................. | Incorporated. |
Signed by the Commissioner for Consumer Affairs on ...................................
Form 16
APPLICATION FOR INCOWORATION BY A COMPANY OR CO-OPERATIVE
SOCIETY
ASSOCIATIONS INCORPORATION ACT 1984
(Section 48 (3))
DOCUMENT TO BE
COMPLETED IN BLACK INK
'Delete if not applicable
| To the Commissioner | Company ACN |
for Consumer Affairs
| 1. | ......................................................................................................... | being: |
(name of company, society or co-operative)
| * | a company limited by guarantee within the meaning of the Corporations Law OR |
| * | a society/co-operative registered under the Co-operation Act 1923 or the Co-operatives Act 1992, not being a society/co-operative the capital of which is divided into shares or stock, |
makes application for incorporation under the Associations Incorporation Act 1984.
1994—No. 404
2. The following information is submitted in support of the application:
(a) The proposed name on incorporation is .................................................
......................................................................................... Incorporated. The name is currently reserved.
Reservation No.: ........................... Expiry Date: ........................... (b) will be: (see note 1)
The principal place of administration of the proposed incorporated association ...........................................................................................................
(c)
The full name and usual residential address of the person who has been nominated to be the public officer is: ...........................................................................................................
(full name of public officer)
...........................................................................................................
(usual residential dress)
(d) The full names, usual residential addresses and occupations of the directors are:
Full name Residential address Occupation (e) If the existing directors are not to be the first committee members, the full names and usual residential addresses of the first committee members are:
Full name Usual residential address Occupation 3. Particulars of mortgages, charges and other securities of any description affecting the property of the company/society/co-operative referred to in paragraph 1, at the date of the application are as follows: (see note 2)
1994—No. 404
Description of Description of property Amount of Name and address of
| mortgage, charge or | affected | indebtedness at date | holder of mortgage, |
other security of application security etc.
4. Particulars of property held by a person (other than in trust) for and on behalf of or
for the objects of the company or society/co-operative are as follows:
Description of property Approx. value Name and address of person holding property
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
.......................................................................................................................
RULES
1. The company*/society*/co–operative* has agreed to adopt the model rules as the rules of the proposed incorporated association OR
2. A copy of the articles of association*/rules* as proposed to be in force on incorporation under this Act are attached.
| Dated this ........................................ | day of ........................................ | 19 ........ |
......................................................................................................................
Signature of director*secretary*/principal Name of signatory in BLOCK letters
executive officer*
1994—No. 404
NOTES TO ASSIST IN COMPLETION OF FORM
1. Specify the full address including the number of the room and the floor or level of the building (where applicable).
2. If there are no mortgages, charges, etc., insert “NIL”.
DIRECTIONS
A. This application must be accompanied by:
(a)
in the case of a company, a copy of the special resolution approving the making of this application
OR
in the case of a society/co-operative, a copy of the resolution passed in accordance with its rules that the application be made (see section 48 (1) of the Act);
(b)
the certificate of incorporation or other document evidencing the incorporation, formation or registration of the company or society/ co-operative.
B. An incorporated association must have at least 5 members.
C. The first public officer of the incorporated association must, within 14 days after becoming public officer, give notice of the fact to the Commissioner for Consumer Affairs by lodging Form 8. D. If the space provided for a particular purpose in a form is insufficient to contain all the required information in relation to a particular item, that information is to be set out in an annexure to the form. An annexure to a form must have an identifying mark and be endorsed with the following words, appropriately completed and signed by each person signing the form to which the document is annexed: This is the annexure of ...................... pages marked ‘‘ ...................... ”
(insert number of pages) (insert identifying mark)
referred to in the ................................................................................
(insert description of form)
signed by me and dated ..................................
(insert date)
...................................................................
signature(s)
Requirements relating to annexures are set out in clause 6 of the Associations
Incorporation Regulation 1994.1994—No. 404
RETURN COMPLETED FORM TO:
Level 4, 175 Castlereagh Street, Sydney OR
P.O. Box 972 Parramatta NSW 2124
Enquiries (02) 286 0009
| Lodged by: ............................................ | Lodged with the Commissioner for |
| Address: ................................................ | Consumer Affairs on |
| .............................................................. | |
| Phone: ( | ) |
Form 17
CERTIFICATE OF INCORPORATION OF FORMER COMPANY OR
CO-OPERATIVE SOCIETY
ASSOCIATIONS INCORPORATION ACT 1984
(Section 48 (4) (a))
Reg. No.: ...............
This is to certify that ...................................... a ......................................
incorporated under the provisions of the ............................................................
on .................. the .................. day of ................................................................
19 ..... was on the .................. day of ................................................................
19 .... incorporated under the Associations Incorporation Act 1984 as ...................
Incorporated.
Signed by the Commissioner for Consumer Affairs on ...................................
Form 18
NOTICE OF CANCELLATION OF INCORPORATION
ASSOCIATIONS INCORPORATION ACT 1984
(Section 54 (3))
Reg. No.: ...............
TO: The Public Officer
(or Committee Member)
You are hereby notified that the incorporation of ...........................................
Incorporated was cancelled by notice published in the Government Gazette on the day of ........................ 19 .....
Dated this ........................ day of ........................ 19 .....
1994—No. 404 Form 19
CERTIFICATE OF PUBLIC OFFICER AS TO VESTING OF PROPERTY
ASSOCIATIONS INCORPORATION ACT 1984
(Schedule 2, clause 6 (1))
Reg. No.: ...............
(1) ........................................................................................... Incorporated. To the Commissioner for Consumer Affairs.
This is to certify that immediately before the incorporation of the abovenamed association under the Associations Incorporation Act 1984 the property described in the Schedule hereto:
* was vested in (2) .................................................. which was a former association of (1) ............................... Incorporated OR
(3)
* was held by ...................................................................................
(insert full name in block letters)
of ................................................................................................................. (usual residential address)
in trust or otherwise, for or on behalf of (2) .....................................................
(which was a former association of (1) ..............................................................Incorporated) or for its objects.
SCHEDULE
Description of Property
Dated this ................................................................. day of .............. 19 ......
...............................................................................
Signature of public officer
...............................................................................
Name of signatory in block letters
* Delete where inapplicable.
(1) Insert name of incorporated association in block letters.
(2) Insert the name of the former unincorporated association or other body which
was incorporated to form the present incorporated association.
(3) Insert the name of the person who held the property, in trust or otherwise, for or on behalf of the former unincorporated association or other body which was incorporated to form the present incorporated association, or for the objects of that former unincorporated association or other body.
1994—No. 404
Form 20
CERTIFICATE OF COMMISSIONER AS TO IDENTITY OF FORMER
ASSOCIATION
ASSOCIATIONS INCORPORATION ACT 1984
(Schedule 2, clause 6 (2))
Reg. No.: ...............
This is to certify that .................................................................................. is a former association of ................................................................................ Incorporated, which was incorporated under the Associations Incorporation Act 1984 on the ........ day of ................ 19 ......
Signed by the Commissioner for Consumer Affairs on ...................................
Form 21
APPLICATION FOR CANCELLATION OF INCORPORATION AS AN
ASSOCIATION
ASSOCIATIONS INCORPORATION ACT 1984
(Section 55A)
DOCUMENT TO BE
COMPLETED IN BLACK INK
*Delete if not applicable
To the Commissioner Registration No.:
for Consumer Affairs
1. I................................................................................................................
(full name in BLOCK letters)
Public Officer*/Committee Member* of .............................................................
(usual residential address)
make application for the cancellation of the incorporation of the incorporated association
known as:
| .................................................................................................... | Incorporated |
2. The association approved by Special Resolution the proposed cancellation of
| incorporation at a Special General Meeting held on | ........................................... |
| day of ..................... | 19 .......... |
(A certified copy of the Special Resolution is attached.)
1994—No. 404
3. The association proposes to distribute any surplus property of the association in
accordance with section 55B of the Associations Incorporation Act 1984.
If no surplus property, indicate NIL:
(A statement indicating any surplus property of the association and the manner in whichthat property is to be distributed is attached.)
4. The association has the following debts and liabilities totalling $ ....... If no debts or liabilities, indicate NIL: 5. The association is able to pay or meet the association's debts and liabilities.
(A statement verified by statutory declaration by 2 members of the committee of the
association that the association is able to pay or meet the association's debts and
liabilities is attached.)6. We certify that the above information is correct and make this solemn declaration conscientiously believing the same to be true by virtue of the provisions of the Oaths Act 1900.
...........................................................................
(signatures of 2 committee members)
Declared at ..................... this ..................... day of ..................... 19 ..........
before me ...........................................
(Justice of the Peace)
PLEASE RETURN COMPLETED FORM TO:
Level 4. 175 Castlereagh Street, Sydney OR
PO. Box 972 Parramatta NSW 2124
Enquiries (02) 286 0009
Lodged by: ............................................ Lodged with the Commissioner of Consumer
Address: ................................................. Affairs on
..............................................................
Phone: ( )
NOTES
TABLE OF PROVISIONS
PART 1—PRELIMINARY
1. Citation
2. Commencement
3. Definitions
1994—No. 404 PART 2—FEES, FORMS AND DOCUMENTS
Prescribed fees
Prescribed forms
Annexures accompanying forms
Signing of documents
PART 3—MISCELLANEOUS
Model rules: sec. 3
Charities taken not to infringe the prohibition against trading: sec. 4
Consent of Minister to use of certain names: sec. 12
Approval to change of name-prescribed period for application: sec. 14
Register of committee mernbers-prescribed particulars: sec. 21A
Public liability insurance: sec. 44
Winding up-application of the Corporations Law: secs. 50, 51
15. Additional persons qualified to be liquidators: secs. 50. 51
16. Incorporation of association as a company: sec. 56
Incorporation of association as a co-operative: sec. 56
Repeal
SCHEDULE 1—MODEL RULES
SCHEDULE 2—FORMS
EXPLANATORY NOTE
The object of this Regulation is to repeal and remake, without any major changes in substance, the provisions of the Associations Incorporation Regulation 1985. The new Regulation deals with the following matters:
prescribing fees and forms for the purposes of the Associations Incorporation
Act 1984 (clause 4. 5. 6 and 7 and Schedule 2);
establishing model rules for incorporated associations (clause 8 and Schedule1 );
providing that charities are taken not to infringe the prohibitions in the Act in
relation to trading (clause 9);
prescribing the procedure for lodging applications for the Minister’s consent to
the use of certain names (clause 10);
prescribing the time within which an application for approval of a change in the
name of an incorporated association must be made (clause 11);
prescribing the particulars to be contained in a register of committee members
(clause 12);
prescribing the minimum amount for which an incorporated association must be insured against public liability (clause 13);
providing for the winding up of incorporated associations (clause 14);
prescribing the qualifications for liquidators (clause 15);1994—No. 404
(j) providing for the incorporation of associations as companies (clause 16);
(k) providing for the incorporation of associations as co-operatives (clause 17);
(l) other matters of a formal nature (clause 1, 2, 3 and 18).This Regulation is made under the Associations Incorporation Act 1984, including section 73 (the general regulation rnaking power) and sections 3, 4, 12, 14, 21A, 44. 50, 51, 56.
This Regulation is made in connection with the staged repeal of subordinate legislation under the Subordinate Legislation Act 1989.
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