Associations Incorporation Reform Act 2012 (Vic)

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Version No. 018

Associations Incorporation Reform Act 2012

No. 20 of 2012

Version incorporating amendments as at


10 March 2021

TABLE OF PROVISIONS

Section  Page

Part 1—Preliminary

1Purposes

2Commencement

3Definitions

4Securing pecuniary profit for members

Part 2—Formation of incorporated association

Division 1—Incorporation of association

5Authority to apply for incorporation

6Application for incorporation

7Registration of proposed incorporated association

8Incorporation and certificate of registration

9Vesting of property

Division 2—Registration of existing bodies

10Meaning of registrable body

11Eligibility to apply to be registered under this Act

12Application for incorporation under this Act

13Registration of registrable body

14Incorporation and certificate of registration

15Effect of incorporation of registrable body

Division 3—Amalgamation of incorporated associations

16Definitions

17Approval to apply for amalgamation

18Application for amalgamation

19Amalgamation of incorporated associations

20Amalgamation and certificate of registration

21Effect of amalgamation

Part 3—Name and registered address

22Name of incorporated association

23Name must appear on business documents etc.

24Application to change name of incorporated association

25Registration of new name

26Change of name does not create new legal entity etc.

27Direction to change name

28Registered address of incorporated association

Part 4—Legal capacity and powers of incorporated association

Division 1—General

29Incorporated association is a body corporate

30General powers of incorporated association

31Trust property

32Disposal of trust property

33Incorporated association not to secure pecuniary profit for members

Division 2—Prohibited transactions, unauthorised acts etc.

34Restriction of exercise of powers

35Prohibited transactions

36Unauthorised act, conveyance or transfer performed pursuant to contract

Division 3—Authentication and execution of documents and confirmation of contracts

37Authentication of document or proceeding

38Execution of contract or other document by signature

39Incorporated association may authorise person to execute deed

40Execution under seal

41Contractual formalities

42Other requirements as to consent or sanction not affected

Division 4—Pre-registration contracts

43Contracts before registration

44Person may be released from liability but is not entitled to indemnity

45This Division replaces other rights and liabilities

Part 5—Rules, membership and general meetings

Division 1—Rules of incorporated association

46Rules constitute terms of contract

47Requirements

48Rules of an incorporated association

49Model rules

50Alteration of rules

Division 2—Membership

51Membership of an incorporated association

52Limitation of rights and liabilities of members

53Inspection of rules and minutes

54Disciplinary action

55Grievance procedure

Division 3—Register of members

56Register of members

57Inspection of register of members

58Improper use of information recorded on register of members

59Restriction of access to personal information

59AExemption from section 57

59BRevocation of exemption from section 57

Division 4—General meetings

60Requirement to give notice of general meeting

61Right of member to attend and vote at general meeting

62Use of technology at general meetings

63Annual general meeting

64Special resolutions

65Declaration by chairperson of passing of resolution

66Approval to pass special resolution in other manner

Division 5—Court orders enforcing rules or rights of members

67Enforcement of rules

68Oppressive conduct

69Oppressive conduct—transfer of proceeding to Supreme Court

70Order altering rules

71Lodgement of order with Registrar

Part 6—Management

Division 1—Appointment of secretary and committee

72First secretary

73Filling vacancy

74Notice of appointment

74ANotification of change of address

75Acts of secretary not invalid

76Secretary may hold other offices in association

77First committee

78Removal from and vacation of office

Division 2—Meetings of the committee

79Use of technology at committee meetings

80Disclosure of material personal interest

81Matter on which committee member has material personal interest

Division 3—Duties of office holders

82Definition

83Improper use of information or position

84Duty of care and diligence

85Duty of good faith and proper purpose

86Reliance on information or advice

87Indemnity of office holders

Division 4—Miscellaneous

88Return of documents belonging to incorporated association

Part 7—Financial reporting

Division 1—General requirements

89Obligation to keep financial records

90Tier one, tier two and tier three associations

91Registrar may declare an incorporated association to be tier one or tier two association

Division 2—Tier one associations

92Obligation to prepare financial statements

93Review of financial statements

94Submission of financial statement to annual general meeting

Division 3—Tier two associations

95Obligation to prepare financial statements

96Review of financial statements

97Submission of financial statements to annual general meeting

Division 4—Tier three associations

98Obligation to prepare financial statements

99Audit of financial statements

100Submission of financial statements to annual general meeting

Division 5—General requirements relating to financial statements

101Content of financial statements

102Lodgement of annual statement with Registrar

103Exemption from requirements under section 102

103AInformation sharing

104Extension of time to hold annual general meeting or to lodge annual statement

105Retention of financial statements and other documents

Division 6—Removal of auditor

106Removal of auditor by resolution

107Auditor may make representation

108Exemption from requirements

Part 8—Transfer of incorporation

109Definitions

110Application for transfer of incorporation

111Direction to transfer incorporation

112Notice of transfer to Registrar

113Validity of contracts

114New body ceases to be incorporated under this Act

115Effect of transfer of incorporation

Part 9—Statutory management of incorporated association

116Appointment of statutory manager

117Effect of appointment of statutory manager

118Powers of statutory manager

119Revocation of appointment

120Expenses of statutory management

121Liabilities arising from statutory management

122Statutory manager to report to Registrar

123Additional powers of Registrar

124Stay of proceedings

Part 10—Winding up and cancellation

Division 1—Winding up

125Voluntary winding up

126Winding up by the court

127Winding up on certificate of Registrar

128Procedure before certification

129Review of certificate

130Procedure for winding up on certificate

Division 2—Distribution of surplus assets on winding up

131Definition

132Distribution of surplus assets

133Court order relating to distribution of surplus assets

Division 3—Cancellation of incorporation

134Cancellation on winding up

135Cancellation on ceasing to operate

136Application for cancellation of incorporation

137Consideration of application by Registrar

138Cancellation of incorporation on application

139Liability continues

140Vesting of property after cancellation

141Proceeds from sale or disposal of property

142Reinstatement of cancelled association by Registrar

143Reinstatement of cancelled association by Supreme Court

Part 11—Corporations legislation

Division 1—Exclusion from Corporations legislation

144Incorporated association excluded from Corporations legislation

Division 2—Declaration of applied Corporations legislation

145Common modifications

146Civil penalties applying to office holders

147Receivers and other controllers of property of incorporated association

148Voluntary administration

149Voluntary winding up

150Winding up by the court

151Winding up generally

152Insolvency

153General

154Offences under applied provisions

155Commonwealth Criminal Code does not apply

Part 12—Powers of entry and inspection

Division 1—General

156Definitions

157Production of identification

Division 2—Requirements to produce information

158Inspector may seek court order

159Inspection of documents under court order

160Notification of execution of court order

161Publisher required to produce information

Division 3—Entry and search of premises with consent

162Entry and search with consent

163Notice before entry and search

164Acknowledgement of consent to entry and search

Division 4—Entry and search of premises without consent

165Entry of premises open to the public

166Entry without consent or warrant

167Use or seizure of electronic equipment at premises

Division 5—Entry and search of premises with warrant

168Search warrants

169Form and content of search warrants

169AWarrant may authorise the giving of a direction requiring assistance from person with knowledge of a computer or other electronic device

170Announcement before entry

171Details of warrant to be given to occupier

172Seizure of things not mentioned in the warrant

Division 6—Documents

173Copies of seized documents

174Retention and return of seized documents or things

175Magistrates' Court may extend 3 month period

Division 7—Offences

176Refusal or failure to comply with requirement

177Protection against self-incrimination

178Offence to give false or misleading information

179Offence to hinder or obstruct inspector

180Offence to impersonate inspector

Division 8—Miscellaneous

181Entry to be reported to the Registrar

182Requirement to assist inspector during entry

183Register of exercise of powers of entry

184Complaints

185Service of documents

186Confidentiality

Part 13—Administration

Division 1—Registrar

187Registrar of Incorporated Associations

188Official seal

189Registrar may delegate

190Agents of the Registrar

Division 2—Register and documents held by Registrar

191Register

192Corrections of register

193Restriction on personal information

194Release of restricted information

195Rights of review

196Inspection of register and obtaining copies of documents

197Duplicate certificate of registration

Division 3—Lodgement of documents

198Payment of fee

199Method of lodgement

200Special arrangements for the lodgement of documents

201Retention of original documents

202Requirement to produce and lodge documents

203Signatures

204Refusal to register or receive document

205Refusal to register or receive invalid document

206Records and documents in language other than English

Division 4—Fees

207Waiver or refund of fees

Part 14—Offences and proceedings

Division 1—General enforcement provisions

208False and misleading statements

209Use of the word "Incorporated"

210Limitation on proceedings for offence

211Continuing offences

Division 2—Infringement notices

212Infringement notices

213Additional step for ongoing offence

Part 15—General

214Notice of register or document held by Registrar

215Assumptions

216Evidentiary provisions

217Service of documents

218Exemption from duty

219Application of Australian Consumer Law and Fair Trading Act 2012

220Transfer of proceeding to Supreme Court

221Qualified privilege

222Regulations

Part 16—Transitional provisions

223Transitional provisions

Schedules

Schedule 1—Matters to be provided for in the rules of an incorporated association

Schedule 2—Modification of applied offence provisions of Corporations Act

Schedule 3—Penalties for offences under applied provisions of Corporations Act

Schedule 4—Transitional provisions

═══════════════

Endnotes

1      General information

2      Table of Amendments

3      Amendments Not in Operation

4      Explanatory details

Version No. 018

Associations Incorporation Reform Act 2012

No. 20 of 2012

Version incorporating amendments as at


10 March 2021

The Parliament of Victoria enacts:

Part 1—Preliminary

1Purposes

The main purposes of this Act are—

(a)to establish a scheme for the incorporation and registration of voluntary associations and for the registration of other registrable bodies as incorporated associations; and

(b)to make provision for the corporate governance, financial accountability and other matters relating to the rules and membership of associations registered under that scheme.

2Commencement

(1)Sections 224 and 225 come into operation on the day after the day on which this Act receives Royal Assent.

(2)Subject to subsection (3), this Act (except sections 224 and 225) comes into operation on a day or days to be proclaimed.

(3)If a provision of this Act does not come into operation before 1 July 2013, it comes into operation on that day.

3Definitions

In this Act—

approved form means in the form approved by the Registrar;

association means an association, society, club, institution or body formed or carried on for any lawful purpose and that has not fewer than 5 members;

Auditing Standards on Review Engagements means the standards issued by the Auditing and Assurance Standards Board for the purposes of a review of a financial report or complete set of financial statements as in force for the time being and including any modifications prescribed by the regulations;

Australian Accounting Standards means the standards issued by the Australian Accounting Standards Board for the purposes of the preparation of financial reports as in force for the time being and including any modifications prescribed by the regulations;

Australian Auditing Standards means the standards issued by the Auditing and Assurance Standards Board for the purposes of the preparation of financial reports as in force for the time being and including any modifications prescribed by the regulations;

committee, of an association, means the committee of, or other body having management of, the association;

Council has the same meaning as it has in section 3(1) of the Local Government Act 2020;

CPA Australia means CPA Australia ACN 008 392 452;

financial records include—

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

(b)documents and records that record the entries referred to in paragraph (a);

(c)working papers and other documents that are necessary to explain the methods and calculations by which the financial statements are prepared;

financial year, of an incorporated association, means—

(a)a period of 12 months, or any other period (whether longer or shorter than 12 months) not exceeding 18 months as the association resolves, commencing on the date of incorporation of the association; and

(b)each period of 12 months, or any other period (whether longer or shorter than 12 months) not exceeding 18 months as the association resolves, commencing at the expiration of the previous financial year of the association;

general meeting, of an incorporated association, means a meeting of the members of the association convened in accordance with its rules and includes a special general meeting and an annual general meeting;

incorporated association means an association incorporated under this Act;

Note

Under sections 8(1), 14(1) and 20(1) an association becomes incorporated under this Act on being registered as an incorporated association.

independent person, in relation to an incorporated association, means a person who—

(a)is not a member of the committee of the association; and

(b)is not an employer or employee of a member of the committee; and

(c)is not a member of the same partnership as a member of the committee; and

(d)is not an employee of the association;

insolvent, in relation to an incorporated association, means that the incorporated association is unable to pay all its debts as when they become due and payable;

Note

Under section 152, an incorporated association that is insolvent is declared to be an applied Corporations legislation matter in relation to the provisions of Part 5.7B (Recovering property or compensation for the benefit of creditors of insolvent company) of the Corporations Act. Under section 588G(3) of Part 5.7B, the contravention of the duty to avoid insolvent trading is an offence. Also, section 588G(2) is a civil penalty provision for the purposes of Part 9.4B (Civil consequences of contravening civil penalty provisions) of the Corporations Act. As applied, the duty to avoid insolvent trading falls on the committee of an incorporated association.

inspector means an inspector appointed under the Australian Consumer Law and Fair Trading Act 2012;

land includes an estate or interest in land;

model rules has the meaning given in section 49(1);

personal information has the same meaning as it has in section 3 of the Privacy and Data Protection Act 2014;

property includes real and personal property and any estate or interest in real or personal property;

public officer, of an incorporated association, means a person who, at a relevant time before the commencement of this Act, was the public officer of the association under Part V of the Associations Incorporation Act 1981;

purposes, of an incorporated association, means the purposes provided in the rules of the association;

registrable body has the meaning given in section 10;

Registrar means the body corporate referred to in section 187;

relevant documents, of an incorporated association, means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the association and includes the following—

(a)its membership records;

(b)its financial statements;

(c)its financial records;

(d)records and documents relating to transactions, dealings, business or property of the association;

secretary, of an incorporated association, means the person who is for the time being the secretary of the association under Division 1 of Part 6;

special resolution means a resolution of an incorporated association passed in accordance with section 64;

tier one association has the meaning given in section 90(2);

tier three association has the meaning given in section 90(4);

tier two association has the meaning given in section 90(3).

4Securing pecuniary profit for members

(1)For the purposes of this Act, an association is not taken to secure pecuniary profit for its members or to be formed or carried on for the purposes of securing pecuniary profit for its members merely because one or more of the following apply to the association—

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

(b)the members of the association are entitled under this Act to divide its assets among themselves on its dissolution;

(c)a member of the association receives—

(i)a payment of remuneration in good faith; or

(ii)a benefit to which he or she would be entitled if he or she were not a member of the association;

(d)the members of the association—

(i)compete for trophies or prizes in contests directly related to the purposes of the association; or

(ii)receive benefits through the enjoyment of facilities or services provided by the association for social, recreational, educational or other similar purposes;

(e)the association makes payments to a member that is an incorporated association having the same or similar purposes.

(2)For the purposes of section 13(2)(a), a reference in subsection (1) to an association is taken to include a reference to a registrable body.

Note

Under section 33, an incorporated association may not be formed or carried on for the purpose of securing pecuniary profit for its members.

Part 2—Formation of incorporated association

Division 1—Incorporation of association

5Authority to apply for incorporation

(1)A majority of members of an association that is unincorporated and that is not a registrable body within the meaning of section 10 may—

(a)authorise a person who is at least 18 years of age and is resident in Australia to apply to the Registrar for the incorporation of the association; and

(b)approve the rules of the proposed incorporated association.

(2)For the purposes of subsection (1), a majority of members of an association is taken to have given the authorisation and approval under that subsection if—

(a)a majority of members of the association voting at a meeting of the association vote in favour of a motion to give that authorisation and approval; and

(b)at least 21 days' notice of the meeting and the intention to put the motion to a vote at the meeting has been given to all members of the association.

(3)For the purposes of subsection (2)(a), a member votes at a meeting if—

(a)the member votes in person at the meeting; or

(b)the member, if allowed, votes—

(i)by use of technology that allows the member to clearly and simultaneously communicate with other members present at the meeting; or

(ii)by proxy.

6Application for incorporation

(1)A person who is authorised under section 5(1)(a) to do so may apply to the Registrar for the incorporation of an association.

(2)A person who is authorised under section 5(1)(a) to apply to the Registrar for the incorporation of an association may do anything necessary to secure the incorporation of the association under this Act despite anything to the contrary contained in the rules of the association.

(3)The application must be in the approved form and include—

(a)the name of the proposed incorporated association; and

(b)the name, address and contact telephone number and email address (if available) of the person nominated to be the first secretary of the proposed incorporated association; and

(c)the prescribed particulars.

(4)The application must—

(a)in relation to the rules of the proposed incorporated association—

(i)be accompanied by a copy of those rules; or

(ii)state that the association has approved the adoption of the model rules; and

(b)state whether the association is to be the trustee of one or more trusts and, if so, state the name of each trust; and

(c)be accompanied by, or make provision for the payment of, the prescribed fee (if any).

Note

If the rules approved by an association vary in any manner from the model rules (other than in particulars relating to the name, purpose or financial year of the proposed incorporated association), the rules are taken not to be model rules. Consequently, the application must comply with subsection (4)(a)(i) and, on the incorporation of the association under this Act, sections 49(3) and 49(4) do not apply to those rules.

7Registration of proposed incorporated association

(1)Subject to subsections (2) and (3), if an application for the incorporation of an association is made in accordance with section 6, the Registrar must register the association as an incorporated association.

(2)The Registrar must refuse to register an association if—

(a)the association is carried on for the purpose of securing pecuniary profit for its members; or

Note

For circumstances under which, for the purposes of this Act, an association is taken not to be securing pecuniary profit for its members, see section 4.

(b)the registration of the name of the proposed incorporated association is prohibited under section 22; or

(c)the rules of the proposed incorporated association do not comply with the requirements under section 47.

(3)The Registrar may refuse to register an association if the Registrar is satisfied that the incorporation of the association would be inappropriate—

(a)by reason of the Registrar's assessment of—

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

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

(iii)the extent or nature of the dealings which the association has, or is likely to have, with the public; or

(b)for any other prescribed reason.

(4)If the Registrar refuses to register an association, the Registrar must—

(a)give written notification to the applicant of the decision; and

(b)include in the notification the reasons for the decision.

(5)If the applicant is notified by the Registrar under subsection (4) of the Registrar's refusal to register the association, the applicant may within 28 days after the notification apply to VCAT for a review of the decision.

8Incorporation and certificate of registration

(1)An association becomes an incorporated association on being registered as an incorporated association under this Act.

(2)On the registration of the association, the Registrar must issue a certificate of registration and assign to the association a unique registration number.

(3)The certificate of registration must be in the approved form and contain the prescribed particulars.

9Vesting of property

(1)Subject to this section, on the registration of an association as an incorporated association, all property held by a person on trust or otherwise for or on behalf of the association or for any of its purposes is vested in the incorporated association.

(2)If property vests in an incorporated association under this section—

(a)the association must not, except as provided by this Act, deal with the property contrary to the provisions of any trust affecting the property immediately before the incorporation of the association; and

(b)after the property is delivered or transferred to the association, the persons who held the property on trust immediately before it was vested are not—

(i)liable or accountable for the property; or

(ii)bound to see to the application, distribution or appropriation of the property; and

(c)the property is vested subject to any restriction, limitation, mortgage, charge, security interest, encumbrance, lien, lease, covenant, contract or liability to which the property was subject immediately before it was vested.

(3)The receipt of the secretary of an incorporated association is sufficient discharge to a trustee delivering or transferring property to the association under this section as to that property.

(4)If land vests in an incorporated association under this section, the secretary of the association may make a written declaration that the land has been held in trust or otherwise for or on behalf of the association or for any of its purposes.

Note

If land is vested in an incorporated association under this section, an application must be made in accordance with the Transfer of Land Act 1958—

(a)for the making of any recordings in the register maintained under that Act that are necessary or expedient in consequence of the vesting of the land in the association; or

(b)to bring the land under the operation of that Act.

Division 2—Registration of existing bodies

10Meaning of registrable body

(1)For the purposes of this Division, a registrable body includes—

(a)a company limited by guarantee, within the meaning of the Corporations Act, that is taken to be registered in Victoria;

(b)a co-operative, society, association, institution or body formed, incorporated or registered (whether before or after the commencement of this Act) under the Co‑operatives National Law (Victoria) or any Act relating to the incorporation, formation or registration of co-operatives, societies, associations, institutions or bodies.

(2)However, for the purposes of this Division, a registrable body does not include a trade union registered under the Trade Unions Act 1958.

11Eligibility to apply to be registered under this Act

(1)A registrable body is eligible to apply for incorporation under this Act if—

(a)the body has—

(i)in the case of a company—passed a special resolution, within the meaning of the Corporations Act, approving the application; or

(ii)in any other case—resolved in accordance with its rules that the application be made; and

(b)the purposes of the body (if any) are purposes for which an incorporated association may lawfully be carried on; and

Note

Under section 33, an incorporated association may not be formed or carried on for the purpose of securing pecuniary profit for its members.

(c)the body has rules that—

(i)comply with; or

(ii)will, on the incorporation of the body under this Act, comply with—

the requirements under section 47 applying to the rules of an incorporated association; and

(d)the body has nominated a person who is at least 18 years of age and is resident in Australia to be the first secretary of the proposed incorporated association.

(2)Despite anything to the contrary in any other Act (other than the Charter of Human Rights and Responsibilities), a registrable body that intends to apply for incorporation under this Act may—

(a)alter its rules; or

(b)adopt new rules or the model rules—

to have effect from the date on which the body is registered as an incorporated association under this Act as if it were an incorporated association and the rules were the rules of an incorporated association.

(3)The person nominated to be the first secretary of the proposed incorporated association may perform any act or do anything necessary to secure the incorporation of the body under this Act despite anything to the contrary contained in the rules of the body.

(4)In this section—

the rules, of a registrable body, include, where appropriate, the memorandum and articles of association of the body or its constitution.

12Application for incorporation under this Act

(1)A registrable body that is eligible under section 11(1) to do so may apply to the Registrar for the incorporation of the body under this Act.

(2)The application must be in the approved form and include—

(a)the name of the proposed incorporated association; and

(b)the name, address and contact telephone number and email address (if available) of the person nominated to be the first secretary of the proposed incorporated association; and

(c)the prescribed particulars.

(3)The application must—

(a)state the full name of the registrable body and its registration number; and

(b)in relation to the rules proposed to be in force on the incorporation of the body under this Act—

(i)be accompanied by a copy of those rules; or

(ii)state that the body has approved the adoption of the model rules; and

(c)state whether the association is to be the trustee of one or more trusts and, if so, state the name of each trust; and

(d)be accompanied by, or make provision for the payment of, the prescribed fee (if any).

Note

If the rules approved by a registrable body vary in


any manner from the model rules (other than in particulars relating to the name, purpose or financial year of the proposed incorporated association), the rules are taken not to be model rules. Consequently, the application must comply with subsection (3)(b)(i) and, on the incorporation of the body under this Act, sections 49(3) and 49(4) do not apply to those rules.

13Registration of registrable body

(1)Subject to subsections (2) and (3), if an application for the incorporation of a registrable body under this Act is made in accordance with section 12, the Registrar must register the body as an incorporated association.

(2)The Registrar must refuse to register a registrable body if—

(a)the body is carried on for the purpose of securing pecuniary profit for its members; or

Note

For circumstances under which, for the purposes of this Act, a registrable body is taken not to be securing pecuniary profit for its members, see section 4.

(b)the registration of the name of the proposed incorporated association is prohibited under section 22; or

(c)the rules of the proposed incorporated association do not comply with the requirements under section 47.

(3)The Registrar may refuse to register a registrable body if the Registrar is satisfied that the registration of the body under this Act would be inappropriate—

(a)by reason of the Registrar's assessment of—

(i)the likely scale or nature of the activities of the proposed association; or

(ii)the likely value or nature of the property of the proposed association; or

(iii)the extent or nature of the dealings which the proposed association has, or is likely to have, with the public; or

(b)for any other prescribed reason.

(4)If the Registrar refuses to register a registrable body, the Registrar must—

(a)give written notification to the applicant of the decision; and

(b)include in the notification the reasons for the decision.

(5)If the applicant is notified by the Registrar under subsection (4) of the Registrar's refusal to register the body, the applicant may within 28 days after the notification apply to VCAT for a review of the decision.

14Incorporation and certificate of registration

(1)A registrable body becomes an incorporated association on being registered as an incorporated association under this Act.

(2)On the registration of the association, the Registrar must issue a certificate of registration.

(3)The certificate of registration must be in the approved form and contain the prescribed particulars.

15Effect of incorporation of registrable body

(1)The registration of a registrable body as an incorporated association under this Act does not affect the identity of the body and that body is taken to be the same body before and after the registration.

(2)Any right or claim by or against a registrable body existing immediately before its incorporation under this Act may be continued by or against the incorporated association in its former name or in the name of the incorporated association.

(3)On the incorporation of a registrable body under this Act—

(a)the registrable body is dissolved and no provision of any other Act relating to the incorporation, formation or registration of the body applies to the incorporated association; and

(b)the person responsible for the registration of the body under another Act may cancel that registration.

(4)On the incorporation of a registrable body under this Act, the property of the body vests in the incorporated association subject to—

(a)any trust; and

(b)any restriction, limitation, mortgage, charge, security interest, encumbrance, lien, lease, covenant, contract or liability—

to which the property was subject immediately before it so vested.

(5)If, immediately before the incorporation of a registrable body under this Act, the registrable body was not a body corporate, section 9 applies on the incorporation of the registrable body as if a reference in that section to an association were a reference to the registrable body.

Division 3—Amalgamation of incorporated associations

16Definitions

In this Division—

amalgamated association means an incorporated association formed on the registration under section 19(1) of two or more incorporated associations as a single incorporated association.

17Approval to apply for amalgamation

(1)Two or more incorporated associations may by special resolution of each association approve—

(a)the incorporation of the associations under this Act as an amalgamated association; and

(b)the name of the proposed amalgamated association; and

(c)the rules of the proposed amalgamated association; and

(d)the persons who are to be the members of the first committee of the proposed amalgamated association.

(2)If two or more incorporated associations approve the incorporation of the associations as an amalgamated association, a person must be nominated as the first secretary of the proposed amalgamated association.

(3)The person nominated as the first secretary must be at least 18 years of age and resident in Australia.

18Application for amalgamation

(1)The secretaries of each incorporated association that has given approval under section 17(1) to be amalgamated may apply to the Registrar for the incorporation of those associations under this Act as an amalgamated association.

(2)The application must be in the approved form and include—

(a)the name of the proposed amalgamated association; and

(b)the name, address and contact telephone number and email address (if available) of the person nominated to be the first secretary of the proposed amalgamated association; and

(c)the prescribed particulars.

(3)The application must be accompanied by—

(a)a notice in the approved form containing the prescribed particulars of the passing of the special resolutions referred to in section 17(1); and

(b)in relation to the rules proposed to be in force on the incorporation of the proposed amalgamated association—

(i)a copy of those rules; or

(ii)a statement that each association has approved the adoption of the model rules; and

(c)the particulars of any trusts relating to the incorporated associations applying for amalgamation and a copy of any deed or other instrument creating or embodying those trusts; and

(d)the prescribed fee (if any).

Note

If the rules proposed to be in force vary in any manner from the model rules (other than in particulars relating to the name, purpose or financial year of the proposed amalgamated association) the rules are taken not to be model rules. Consequently, the application must comply with subsection (3)(a)(i) and, on incorporation of the amalgamated association under this Act, sections 49(3) and 49(4) do not apply to those rules.

19Amalgamation of incorporated associations

(1)Subject to subsection (2), if an application for the amalgamation of two or more incorporated associations is made in accordance with section 18, the Registrar must register the amalgamated association as a single incorporated association.

(2)The Registrar must refuse to register the proposed amalgamated association if—

(a)the proposed amalgamated association is to be carried on for the purpose of securing pecuniary profit for its members; or

Note

For circumstances under which, for the purposes of this Act, an association is taken not to be securing pecuniary profit for its members, see section 4.

(b)the registration of the name of the proposed amalgamated association is prohibited under section 22; or

(c)the rules of the proposed amalgamated association do not comply with the requirements under section 47.

20Amalgamation and certificate of registration

(1)Two or more incorporated associations become a single incorporated association on the registration of the association formed by their amalgamation as an incorporated association under this Act.

(2)On the registration of the amalgamated association, the Registrar must—

(a)issue a certificate of registration for the association formed by the amalgamation; and

(b)cancel the incorporation of each of the associations so amalgamated.

(3)The certificate of registration must be in the approved form and contain the prescribed particulars.

21Effect of amalgamation

(1)On the registration of an amalgamated association under section 19(1)—

(a)the bodies corporate previously constituted by the constituent associations are taken to be subsumed in the body corporate constituted by the amalgamated association;

(b)the property of each constituent association vests in the amalgamated association and, by force of this provision, without the necessity for any conveyance, transfer or assignment;

(c)the amalgamated association is, by force of this provision, substituted as a party to any arrangement or contract (including a contract of employment)—

(i)entered into by, or on behalf of, any of the constituent associations as a party; and

(ii)in force immediately before the registration.

(2)Any property vested in an amalgamated association by reason of subsection (1)(b) vests in the incorporated association subject to—

(a)any trust; and

(b)any restriction, limitation, mortgage, charge, security interest, encumbrance, lien, lease, covenant, contract or liability—

to which the property was subject immediately before it was vested by reason of subsection (1)(b).

(3)On the registration of an amalgamated association under section 19(1), all debts and liabilities, whether certain or contingent, of a constituent association existing immediately before the registration become the debts and liabilities of the amalgamated association.

(4)A reference in a will to a constituent association must, unless the will otherwise provides, be construed as a reference to the amalgamated association.

(5)In this section—

constituent association, in relation to an amalgamated association, means an incorporated association that is subsumed by the amalgamated association on the registration of the latter under section 19(1).

Part 3—Name and registered address

22Name of incorporated association

(1)The name of an incorporated association must have the word "Incorporated" as the last word of its name, whether or not in brackets.

(2)The description of an incorporated association is not taken to be inadequate or incorrect by reason only of the use of the abbreviation "Inc." or "Inc" in place of the word "Incorporated".

(3)Except with the consent of the Minister, the Registrar must not register as the name of an incorporated association a name that in the opinion of the Registrar—

(a)is undesirable; or

(b)is likely to be confused with or mistaken for—

(i)a name under which another incorporated association is registered under this Act; or

(ii)a business name registered to another body under the Business Names Registration Act 2011 of the Commonwealth; or

(iii)the firm-name of another body that is registered as a limited partnership or an incorporated limited partnership under the Partnership Act 1958; or

(iv)the corporate name of another body that is registered as a co-operative under the Co‑operatives National Law (Victoria); or

(v)a name that is reserved or registered for another body under the Corporations Act or the Corporations (Aboriginal and Torres Strait Islander) Act 2006 of the Commonwealth.

23Name must appear on business documents etc.

(1)An incorporated association must ensure that its name appears in legible characters—

(a)on its common seal (if any); and

(b)in all its notices, advertisements and other official publications; and

(c)in all its business documents.

Penalty:5 penalty units.

(2)An incorporated association must ensure that the registration number specified in its certificate of registration appears in legible characters—

(a)in all its notices, advertisements and other official publications; and

(b)in all its business documents.

Penalty:5 penalty units

(3)In this section—

business document, of an incorporated association, means any of the following documents issued, signed or endorsed by or on behalf of the association—

(a)a business letter, statement of account, invoice or order for goods or services;

(b)a bill of exchange, promissory note, cheque or other negotiable instrument;

(c)a receipt or letter of credit;

(d)a document of a class prescribed as a class of business documents.

24Application to change name of incorporated association

(1)If an incorporated association has passed a special resolution for the change of its name, the secretary of the association may apply to the Registrar to change the name of the association.

(2)The application must be made within 28 days after the date of the meeting at which the special resolution is passed.

(3)The application must—

(a)be in the approved form; and

(b)include the prescribed particulars; and

(c)include a statement confirming that the change of name of the incorporated association was approved by special resolution and specifying the date on which that resolution was passed; and

(d)be accompanied by, or make provision for the payment of, the prescribed fee (if any).

25Registration of new name

(1)Subject to subsection (2), if an application for the change of the name of an incorporated association is made in accordance with section 24, the Registrar must amend the registration of the association accordingly.

(2)The Registrar must refuse to register the new name if the registration of that name is prohibited under section 22.

(3)The change of name takes effect on the amendment of the registration of the incorporated association.

(4)On the amendment of the registration of the incorporated association, the Registrar must issue to the association a new certificate of registration.

26Change of name does not create new legal entity etc.

(1)A change of name of an incorporated association made in accordance with this Part does not—

(a)create a new legal entity; or

(b)prejudice or affect the identity of the body corporate constituted by the association or its continuity as a body corporate; or

(c)affect the property, or the rights or obligations, of the association; or

(d)render defective any legal proceedings by or against the association.

(2)Any legal proceedings that may have been continued or commenced by or against an incorporated association by its former name may be continued or commenced by or against it by its new name.

27Direction to change name

(1)This section applies if the name of an incorporated association is a name under which it ought not, by reason of section 22, be registered.

(2)The Registrar may give a written notice to the association—

(a)stating that it is his or her intention to cancel the registration of that name on the expiry of the period specified in the notice (being a period of not less than 28 days after the date of the notice); and

(b)setting out the reasons for the proposed cancellation; and

(c)requesting that the association apply under section 24 to change the name of the association.

(3)If, on the expiry of the period specified in the notice, the association has not applied to the Registrar to change its name, the Registrar may cancel the registration of the name of the association recorded on the register.

(4)If the Registrar cancels the registration of the name of an incorporated association under subsection (3), the registration number of the association is taken to be its name until a new name of the association is registered under section 25.

28Registered address of incorporated association

(1)An incorporated association must have a registered address.

Penalty:5 penalty units.

(2)For the purposes of subsection (1), the registered address of an incorporated association may be the address of its secretary.

(3)If an incorporated association changes its registered address, it must notify the Registrar in the approved form no later than 14 days after the change.

Penalty:5 penalty units.

Part 4—Legal capacity and powers of incorporated association

Division 1—General

29Incorporated association is a body corporate

(1)On and from the registration of an incorporated association under this Act, the persons who from time to time are members of the incorporated association are an incorporated association by the name entered in the register.

Note

Section 51 states who the members of an incorporated association are on its registration under this Act.

(2)As a body corporate, an incorporated association—

(a)has perpetual succession; and

(b)may have a common seal; and

(c)may sue and be sued in its corporate name; and

(d)subject to this Act, may acquire or hold (whether on trust or absolutely) and dispose of real and personal property; and

(e)may do and suffer all acts and things that a body corporate may by law do and suffer.

30General powers of incorporated association

Subject to its rules, an incorporated association may—

(a)invest and deal with money of the association not immediately required in any manner as it thinks fit; and

(b)raise and borrow money on any terms and in any manner as it thinks fit; and

(c)secure the repayment of money raised or borrowed by the association or the payment of a debt or liability of the association by giving mortgages, charges or securities on or over all or any of the property of the association; and

(d)do anything that is incidental or conducive to the attainment of the purposes and the exercise of the powers of the association.

31Trust property

(1)Subject to subsection (2) and its rules, an incorporated association may—

(a)act as trustee;

(b)accept and hold on trust real and personal property.

(2)An incorporated association does not have power as trustee of a trust to do an act or thing if by doing that act or thing otherwise than as a trustee, the association would contravene the provisions of this Act or its rules.

*                *                *                *                *

*                *                *                *                *

32Disposal of trust property

(1)This section applies if—

(a)property is held by an incorporated association on trust; and

(b)the trust has come wholly or partly to an end; and

(c)there is no power to dispose of the property contained in, or the disposal of the property is prohibited by—

(i)the deed or other instrument creating or embodying the trust; or

(ii)the rules of the association.

(2)The secretary of the association may, with the authority of the committee, apply to the Minister for authority to dispose of the whole or part of the property.

(3)If an application is made under subsection (2), the Minister may, in writing—

(a)authorise the disposal of the property, or a specified part of the property; and

(b)direct the manner in which the proceeds from the disposal of the property must be dealt with.

(4)On the authority of the Minister under subsection (3), the association may—

(a)dispose of the property, or part of the property, specified in the authorisation, free from any trusts; and

(b)deal with the proceeds in the manner directed by the Minister.

33Incorporated association not to secure pecuniary profit for members

(1)An incorporated association must not secure pecuniary profit for any of its members.

Penalty:60 penalty units.

(2)An incorporated association, as trustee, must not secure pecuniary profit for any of its members.

Penalty:60 penalty units.

(3)A member of an incorporated association must not—

(a)aid, abet, counsel or procure; or

(b)by act or omission, be in any way directly or indirectly knowingly concerned in, or party to—

the commission of an offence by the association against subsection (1) or (2).

Penalty:30 penalty units.

(4)Any members of an incorporated association who commit an offence against subsection (3) are jointly and severally liable to any creditor of the association for all debts and liabilities incurred by the association in, or in consequence of, securing pecuniary profit for its members.

Note

For circumstances under which, for the purposes of this Act, an incorporated association is taken not to have secured pecuniary profit for its members, see section 4.

Division 2—Prohibited transactions, unauthorised acts etc.

34Restriction of exercise of powers

An incorporated association must not, otherwise than as provided by this Act—

(a)exercise any power that its rules prohibit the association from exercising; or

(b)exercise any power contrary to any restriction on the exercise of that power contained in its rules; or

(c)do any act that is outside the scope of the purposes of the association.

35Prohibited transactions

(1)No act of an incorporated association (including the entering into of an agreement by the association) and no conveyance or transfer of property to or by an incorporated association is invalid by reason only of the fact that—

(a)the association was without the capacity or power to do the act or execute or take the conveyance or transfer; or

(b)doing the act, or executing or taking the conveyance or transfer, was prohibited under section 34.

(2)No act performed by a person for or on behalf of an incorporated association (including the entering into of an agreement on behalf of the association) is invalid by reason only of the fact that the act was prohibited under section 34.

(3)Any lack of capacity or power or any prohibition referred to in subsection (1) or (2) may be asserted or relied on only in—

(a)proceedings against an incorporated association by a member of the association or the Registrar to restrain the association from doing any act or executing or taking a conveyance or transfer of property; or

(b)proceedings by an incorporated association or by a member of the association against the present or former secretary or former public officer of the association; or

(c)an application by a member of an incorporated association or the Registrar to wind up the association; or

(d)an application by the Registrar to appoint a person as the statutory manager of an incorporated association.

36Unauthorised act, conveyance or transfer performed pursuant to contract

(1)This section applies if an unauthorised act, conveyance or transfer by an incorporated association—

(a)is sought to be restrained in proceedings referred to in section 35(3)(a); and

(b)is being, or is to be, performed or made pursuant to a contract to which the association is a party.

(2)The court in which the proceedings are brought may take action referred to in subsection (3) if—

(a)all parties to the contract are parties to the proceedings; and

(b)the court considers it just and equitable to take the action.

(3)If subsection (2) applies, the court may—

(a)set aside and restrain the performance of the contract; and

(b)allow to the association or to the other parties to the contract (as the case requires) compensation for the loss or damage sustained by either that may result from the setting aside and restraining of the contract.

(4)For the purposes of subsection (3)(b), any anticipated profits to be derived from the performance of the contract must not be awarded by the court as a loss or damage sustained.

Division 3—Authentication and execution of documents and confirmation of contracts

37Authentication of document or proceeding

A document or proceeding requiring authentication by an incorporated association may be authenticated—

(a)if the association has a common seal—under the common seal of the association; or

(b)in any case—by the signature of the secretary of the association.

38Execution of contract or other document by signature

(1)An incorporated association may, subject to any greater restriction provided in its rules, execute a contract or other document if the contract or document is signed by—

(a)2 members of the committee; or

(b)if the secretary of the association is not a member of the committee—by a member of the committee and the secretary.

(2)To avoid doubt, subsection (1) applies whether or not the association has a common seal.

39Incorporated association may authorise person to execute deed

(1)An incorporated association may, by writing under its common seal or as provided in section 38, empower a person, either generally or in respect of a specified matter or specified matters, as its agent or attorney to execute deeds on its behalf.

(2)A deed signed by such an agent or attorney on behalf of the association binds the association and has effect as if it were executed as provided under section 38 or under the common seal of the association.

(3)The authority of such an agent or attorney, as between the association and a person dealing with the agent or attorney, continues—

(a)during the period specified in the instrument conferring the authority; or

(b)if no period is specified—until written notice of the revocation or termination of the authority of the agent or attorney has been given to the person dealing with the agent or attorney.

40Execution under seal

A contract or other document executed, or purporting to have been executed, under the seal of an incorporated association is not invalid merely because a person attesting the affixing of the seal was in any way, whether directly or indirectly, interested in the contract or other document or in the matter to which the contract or other document relates.

41Contractual formalities

(1)So far as concerns the formalities of making, varying or discharging a contract, a person acting under the express or implied authority of an incorporated association may make, vary or discharge a contract in the name of, or on behalf of, the association as if that contract were made, varied or discharged by a natural person.

(2)The making, varying or discharging of a contract in accordance with subsection (1) is effectual in law and binds the association and other parties to the contract.

(3)This section does not prevent an incorporated association from making, varying or discharging a contract under its common seal.

42Other requirements as to consent or sanction not affected

This Division does not affect the operation of a law that requires some consent or sanction to be obtained, or some procedure to be complied with, in relation to the making, varying or discharging of a contract.

Division 4—Pre-registration contracts

43Contracts before registration

(1)This Division applies if a person enters into, or purports to enter into, a contract (a pre‑registration contract) on behalf of, or for the benefit of, an association before it is registered under this Act as an incorporated association.

(2)The association becomes bound by the contract and entitled to its benefits if the association, or an association that is reasonably identifiable with it, is registered and ratifies the contract—

(a)within the period agreed to by the parties to the contract; or

(b)if there is no agreed period—within a reasonable period after the contract is entered into.

(3)The person is liable to pay damages to each other party to the pre-registration contract if the association is not registered, or the association is registered but does not ratify the contract or enter into a substitute for it—

(a)within the period agreed to by the parties to the contract; or

(b)if there is no agreed period—within a reasonable period after the contract is entered into.

(4)The maximum amount of damages the person is liable to pay to a party is the amount the association would be liable to pay to the party if the association had been registered and had ratified the contract and then completely failed to perform it.

(5)If proceedings are brought to recover damages under subsection (4) because the association is registered but does not ratify the pre-registration contract or enter into a substitute for it, the court may do anything it considers appropriate in the circumstances, including ordering the association to do one or more of the following—

(a)pay all or part of the damages that the person is liable to pay;

(b)transfer property that the association received because of the contract to a party to the contract;

(c)pay an amount to a party to the contract.

(6)If the association ratifies the pre-registration contract but fails to perform all or part of it, the court may order the person to pay all or part of the damages that the association is ordered to pay.

44Person may be released from liability but is not entitled to indemnity

(1)A party to the pre-registration contract may release the person who entered into, or purported to enter into, the contract from all or part of the person's liability to the party under section 43.

(2)The release must be in writing and signed by the party.

(3)The party giving the release is not entitled to recover damages under section 43 from the person.

(4)Despite any rule of law or equity, the person does not have any right of indemnity against the association in respect of the person's liability under this Division.

(5)Subsection (4) applies even if the person was acting, or purporting to act, as trustee for the association.

45This Division replaces other rights and liabilities

This Division replaces any rights or liabilities anyone would otherwise have in relation to the pre-registration contract.

Part 5—Rules, membership and general meetings

Division 1—Rules of incorporated association

46Rules constitute terms of contract

The rules of an incorporated association are taken to constitute the terms of a contract between the association and its members.

Note

Under section 67, an application may be made to the Magistrates' Court for an order enforcing the rules of an incorporated association.

47Requirements

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

(a)the name of the association; and

(b)the purposes of the association.

(2)The rules of an incorporated association must make provision for—

(a)each of the matters specified in Schedule 1 to the extent the matter is applicable to the association; and

Note

Schedule 1 specifies a number of matters which apply only in certain circumstances.  See items 3, 4, 7, 12 and 16 of Schedule 1.

(b)any other prescribed matters.

(3)An incorporated association that adopts the model rules without modification as its rules is taken to have met the requirements of subsection (2).

48Rules of an incorporated association

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

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

(b)if the application was accompanied by a statement that the model rules have been approved as the rules of the proposed incorporated association—the model rules.

(2)After an incorporated association is registered under this Act, the rules of the association are the rules referred to in subsection (1) as altered from time to time in accordance with this Part.

(3)If the rules of an incorporated association do not make provision for a matter as required by section 47(2), the model rules, to the extent that they make provision for that matter, are taken to be included in the rules of the association.

(4)A rule or purpose of an incorporated association that is inconsistent with this Act or contrary to law is of no effect.

49Model rules

(1)The model rules are the rules prescribed to be model rules by the regulations.

(2)The model rules so prescribed must make provision for each matter specified in Schedule 1 and any other prescribed matter other than specifying—

(a)the name of the incorporated association;

(b)the purposes of the incorporated association;

(c)the financial year of the incorporated association.

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

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

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

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

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

(5)If an incorporated association that has approved the adoption of the model rules as its own rules alters those rules under section 50, other than an alteration to its name, purposes or financial year, the association is taken to have adopted its own rules and subsections (3) and (4) do not apply to those rules.

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

(7)An incorporated association that approves the adoption of the model rules as its own rules under subsection (6), must notify the Registrar and include in the notification—

(a)the name of the association;

(b)the purposes of the association;

(c)the financial year of the association.

50Alteration of rules

(1)Subject to this Act, an incorporated association may, by special resolution, alter its rules.

(2)An alteration of the rules of an incorporated association does not take effect unless and until the alteration is approved by the Registrar.

(3)An application for the approval of an alteration to the rules of an incorporated association must be made by the secretary of the association in the approved form—

(a)within 28 days after the alteration was passed by special resolution; or

(b)if a longer time has been allowed by the Registrar—within the time allowed.

(4)The application must—

(a)be accompanied by a copy of the minutes of the meeting of the association at which the special resolution was passed; and

(b)be accompanied by a consolidated copy of the rules that clearly shows the alteration; and

(c)be accompanied by, or make provision for the payment of, the prescribed fee (if any).

(5)Subject to subsection (6), if an application for the approval of an alteration to the rules of an incorporated association is made in accordance with subsections (3) and (4), the Registrar must approve the alteration.

(6)The Registrar must refuse an alteration to the rules of an incorporated association if the Registrar is satisfied that the alteration is contrary to this Act or the regulations.

(7)If the Registrar approves the alteration of the rules of an incorporated association, the Registrar must give written notice of approval to the association.

(8)If a special resolution provides for more than one alteration of the rules of an incorporated association, nothing in this section prevents the Registrar from approving one or more but not all of those alterations.

Division 2—Membership

51Membership of an incorporated association

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

(a)in the case of an association incorporated under Division 1 of Part 2—the persons who were members of the association immediately before its incorporation;

(b)in the case of a registrable body registered as an incorporated association under Division 2 of Part 2—the persons who were members of the registrable body immediately before its registration under this Act;

(c)in the case of the amalgamation of two or more incorporated associations into a single incorporated association under Division 3 of Part 2—the persons who were members of any of the incorporated associations so amalgamated immediately before the amalgamation.

(2)Other persons may be admitted as members of an incorporated association in accordance with its rules.

52Limitation of rights and liabilities of members

(1)Except as otherwise provided by this Act or the rules of an incorporated association, a member of the committee, the secretary or a member of the association is not, merely because of being such a member or the secretary, liable to contribute towards the payment of—

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

(b)the costs, charges and expenses of the winding up of the association.

(2)Unless expressly provided by this Act or the rules of an incorporated association, membership of the association must not be taken to confer on a person any right, title or interest (whether legal or equitable) in the property of the association.

53Inspection of rules and minutes

(1)If requested to do so by one of its members, an incorporated association must permit the member at a reasonable time to inspect—

(a)the rules of the association;

(b)minutes of general meetings of the association.

Penalty:5 penalty units.

Note

A member of an incorporated association is also entitled to inspect the register of members of the association. See section 57.

(2)An incorporated association must give a member of the association a copy of anything referred to in subsection (1) within 14 days if the member—

(a)makes a written request for the copy; and

(b)pays the prescribed fee (if any).

Penalty:5 penalty units.

54Disciplinary action

(1)This section applies if an incorporated association proposes to take disciplinary action against a member in respect of that member's status as a member of the association.

(2)Subject to subsections (3) and (4), the procedure (disciplinary procedure) under which disciplinary action is taken must be in accordance with the procedure (if any) provided by the rules of the association.

(3)In applying the disciplinary procedure, the association must ensure that—

(a)the member who is the subject of the disciplinary procedure—

(i)is informed of the grounds upon which the disciplinary action against the member is proposed to be taken; and

(ii)has been given an opportunity to be heard in relation to the matter; and

(b)the outcome of the disciplinary procedure is determined by an unbiased decision-maker; and

(c)to the extent that doing so is compatible with paragraphs (a) and (b), the disciplinary procedure is completed as soon as is reasonably practicable.

(4)A member of an incorporated association who is the subject of a disciplinary procedure must not initiate a grievance procedure in relation to the matter which is the subject of the disciplinary procedure until the disciplinary procedure has been completed.

55Grievance procedure

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

(a)a member and another member; or

(b)a member and the association.

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

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

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

(b)the outcome of the dispute is determined by an unbiased decision-maker.

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

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

(b)a member of the association appointed by the complainant member under subsection (2) to act on behalf of the complainant member in the grievance procedure.

Division 3—Register of members

56Register of members

(1)An incorporated association must keep and maintain a register of members in accordance with this section.

Penalty:10 penalty units.

(2)The register of members must contain the following information about each person who is a member of the association—

(a)the person's name and address;

(b)if applicable—the class of membership of the person;

(c)the date on which the person became a member of the association.

(3)The date on which a person ceases to be a member of the association must be entered in the register of members within 14 days after that date.

(4)Information about a person who is no longer a member of the association, other than the name of the person and the date on which the person ceased to be a member of the association, must be removed from the register of members within 14 days after the person ceases to be a member of the association.

57Inspection of register of members

If requested to do so by one of its members and subject to sections 59 and 59A, an incorporated association must permit the member at a reasonable time to inspect the register of members.

Penalty:5 penalty units.

Note

The rules of an incorporated association may allow a member to obtain a copy of the register of members. However, the provision of a copy of the register of members to a member of the association is subject to sections 59 and 59A.

58Improper use of information recorded on register of members

(1)A person must not use information about another person obtained from the register of members of an incorporated association to contact or send materials to the other person.

Penalty:20 penalty units.

(2)A person must not disclose information about another person obtained from the register of members of an incorporated association knowing that the information is likely to be used to contact or send materials to the other person.

Penalty:20 penalty units.

(3)Subsections (1) and (2) do not apply if the use or disclosure of the information—

(a)is directly related to the management or the purposes of the association; and

(b)is not prohibited by the rules of the association.

Example

Information from the register of members may be used to give notice to members of general meetings of the association or to distribute newsletters of the association.

59Restriction of access to personal information

(1)A request may be made to the secretary of an incorporated association to restrict access to the personal information of a person recorded in the register of members of the association.

(2)A request under subsection (1) may seek to restrict access so that the personal information is available only to—

(a)the secretary and members of the committee; or

(b)the secretary and members of the committee other than a specified member or specified members of the committee.

(3)The request may be made by—

(a)the person; or

(b)if the person is a child—by a parent or guardian of the person.

(4)If the secretary is satisfied that there are special circumstances which justify doing so, the secretary must agree to the request.

(5)If the secretary refuses the request, the secretary must notify the person who made the request of the decision.

(6)The notice must—

(a)be in writing; and

(b)include the reasons for the decision.

(7)If the secretary refuses the request, the secretary must not release the personal information without the consent of the person unless—

(a)at least 28 days have elapsed since the secretary gave notice to the person under subsection (5); and

(b)either—

(i)the person has not sought a review of the decision; or

(ii)VCAT has upheld the secretary's decision to release the information.

(8)If a person is notified by the secretary that his or her request to restrict access to personal information has been refused, the person may, within 28 days after the notification, apply to VCAT for a review of the decision.

(9)If—

(a)a member of an incorporated association informs the secretary of the association that he or she wishes to circulate material to all members of the association relating to its management, activities or purposes; and

(b)access to the personal information of another member recorded on the register of members of the association is restricted under this section—

the secretary must forward that material to that other member.

59AExemption from section 57

(1)The secretary of an incorporated association may apply to the Registrar for the association to be exempt from the requirement under section 57.

(2)The application must be in writing and state the special circumstances that apply to the association that justify not permitting members of the association to inspect the register of members.

(3)If the Registrar is satisfied that special circumstances apply to the association, the Registrar may grant the exemption.

(4)The Registrar must notify the secretary of the association in writing of the Registrar's decision—

(a)to grant the exemption; or

(b)to refuse to grant the exemption.

(5)If the Registrar grants the exemption, the Registrar must publish notice of the exemption in the Government Gazette and on an Internet website maintained by the Registrar.

(9)In this section—

required period means—

(a)the period specified in the infringement notice for doing the act; or

(b)if the Registrar allows—the period within which late payment is to be made in accordance with section 15 of the Infringements Act 2006.

Part 15—General

214Notice of register or document held by Registrar

A person has notice of a fact or matter noted on the register of incorporated associations or of a document held by the Registrar and available for inspection in accordance with this Act if—

(a)the person has actual notice of the fact, matter or document; or

(b)the person—

(i)has been put upon inquiry as to the existence of the fact, matter or document; and

(ii)has deliberately abstained from inquiry or further inquiry when the person might reasonably have expected the inquiry or further inquiry to reveal the fact, matter or document.

215Assumptions

(1)This section applies if a person has dealings with an incorporated association or with anyone who has acquired rights from the incorporated association.

(2)The person may assume, in relation to those dealings, that—

(a)the rules of the association have been complied with; and

(b)the person whose name was last notified to the Registrar as the secretary or the public officer of the association is the secretary of the association.

(3)In any proceeding—

(a)the association; or

(b)a guarantor of an obligation of the association; or

(c)anyone acquiring rights from the association—

may not assert against the person that an assumption referred to in subsection (2) is incorrect.

(4)Subsection (3) does not apply if the person—

(a)has actual knowledge of the matter asserted; or

(b)ought to have knowledge of the matter asserted by reason of the person's connection or relationship with the association.

216Evidentiary provisions

(1)The Registrar may, in writing, certify—

(a)that, on a specified date, an association was, or was not, an incorporated association;

(b)that a specified requirement of this Act—

(i)had or had not been complied with at a specified date or within a specified period; or

(ii)had been complied with at a specified date but not before then;

(c)that, on a specified date, a specified person was or was not the secretary or public officer of a specified incorporated association;

(d)that, on a specified date—

(i)a specified address was the registered address of a specified incorporated association last notified under this Act to the Registrar; or

(ii)a specified address was the address of the secretary or public officer of a specified incorporated association last notified under this Act to the Registrar;

(e)that, as at a specified date, a copy of the rules of, or trusts relating to, an incorporated association is a true copy of the rules or trusts.

(2)A certification of a matter made by the Registrar under subsection (1) is prima facie evidence of the matter or matters stated in the certificate.

(3)A certificate of registration issued to an incorporated association under section 8, 14 or 20 is conclusive evidence of the incorporation of the association under this Act.

(4)A copy of a document relating to an incorporated association that is certified by the Registrar as a true copy is admissible in evidence as if it were the original document.

217Service of documents

A document may be served on an incorporated association by addressing it to the incorporated association and leaving it at, or by sending it by post to, the registered address of the incorporated association.

218Exemption from duty

An instrument for the conveyance or transfer of real property or any estate or interest in real property to give effect to the vesting of land in an incorporated association under section 9 or 21 is exempt from the charging of duty under the Duties Act 2000.

219Application of Australian Consumer Law and Fair Trading Act 2012

(1)Sections 125, 195 and 196 and Part 8.2 (except section 213) of the Australian Consumer Law and Fair Trading Act 2012 extend and apply (with the necessary modifications) to this Act as if any reference in those provisions to the Australian Consumer Law and Fair Trading Act 2012 were a reference to this Act.

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

(a)section 209 of the Australian Consumer Law and Fair Trading Act 2012 applies as if a reference in that section to any section of that Act were a reference to section 125 of that Act (as applied by subsection (1));

(b)section 210 of the Australian Consumer Law and Fair Trading Act 2012 applies as if a reference in that section to Part 3.1, 4.1 or 6.3 of the Australian Consumer Law and Fair Trading Act 2012 were a reference to this Act;

(c)section 212 of the Australian Consumer Law and Fair Trading Act 2012 applies as if a reference to prescribed proceedings were a reference to—

(i)proceedings for an offence against a provision of this Act (except Part 12); or

(ii)proceedings on an application for an injunction under section 201, 202, 203, 205 or 206 of the Australian Consumer Law and Fair Trading Act2012 (as applied by subsection (1)) against a person alleged to have contravened a provision of this Act (except Part 12); or

(iii)proceedings on an application for an order under section 216, or for damages under section 217, of the Australian Consumer Law and Fair Trading Act 2012 (as applied by subsection (1)).

(3)In this section—

this Act includes the regulations.

220Transfer of proceeding to Supreme Court

(1)In any proceeding under this Act, the Magistrates' Court may, on its own initiative or on application by a party to the proceeding—

(a)transfer the proceeding to the Supreme Court on the ground that the proceeding raises a complex question or matter of general importance; or

(b)reserve a question of law for determination by the Supreme Court.

(2)If a proceeding has been transferred to the Supreme Court under subsection (1)(a), it may be continued and completed as if steps taken in the proceeding prior to the transfer had been taken in the Supreme Court.

221Qualified privilege

(1)A person who performs any functions or exercises any powers as the auditor or statutory manager of an incorporated association has qualified privilege in respect of a statement made by the person, whether orally or in writing, in the course of performing those functions or exercising those powers.

(2)An independent accountant who conducts a review of the accounts of an incorporated association under section 93 or 96 has qualified privilege in respect of a statement made by the person, whether orally or in writing, in the course of conducting that review.

(3)A person has qualified privilege in respect of publishing a document—

(a)prepared by an auditor for the purposes of this Act; or

(b)required by or under this Act to be lodged, regardless of whether or not the document has been lodged.

222Regulations

(1)The Governor in Council may make regulations for or with respect to—

(a)the particulars to be included in—

(i)applications or notifications to the Registrar;

(ii)certificates of registration issued by the Registrar;

(b)prescribing forms for the purposes of this Act;

(c)the fees payable to the Registrar in relation to—

(i)applications and notifications;

(ii)lodgement of documents;

(iii)inspection of the register of incorporated associations;

(iv)the production of copies of documents or duplicate certificates of incorporation;

(d)the reasons for which the Registrar may refuse to incorporate an association or other body or decide that the continued incorporation of an association is inappropriate;

(e)prescribing rules to be model rules, being rules that make provision for each matter specified in Schedule 1 and any prescribed matter, whether or not they make provision for other matters;

(f)any other matters (in addition to the matters specified in Schedule 1) that the model rules must provide for;

(g)matters which the financial statements of an incorporated association must deal with;

(h)prescribing a class of documents to be a class of business documents;

(i)prescribing a body corporate to be a prescribed body corporate for the purposes of Part 8;

(j)modifications to—

(i)the Auditing Standards on Review Engagements, the Australian Accounting Standards and the Australian Auditing Standards as they apply for the purposes of this Act;

(ii)the provisions of the Corporations Act in relation to which a matter is declared to be an applied Corporations matter;

(k)additional information to be included in the register of incorporated associations;

(l)the documents contained in the register of incorporated associations that a person may inspect;

(m)prescribing the amount of total revenue of an incorporated association—

(i)below which the association is a tier one association;

(ii)above which the association is a tier three association;

(n)the security the liquidator of an incorporated association must give;

(o)the value of the gross assets of an incorporated association below which the association may apply to the Registrar to cancel its incorporation;

(p)the fees an incorporated association may charge a member for the inspection or the copying of its rules and minutes;

(q)prescribing fines, not exceeding 5 penalty units, that the committee of an incorporated association may impose on a member who breaches its rules;

(r)prescribing offences against this Act or the regulations to be infringement offences;

(s)in relation to each infringement offence, prescribing the penalty that is payable to expiate the offence;

(t)generally prescribing any other matter or thing required or permitted by this Act to be prescribed or necessary to be prescribed to give effect to this Act.

(2)The regulations may—

(a)be of general or limited application;

(b)differ according to differences in time, place or circumstances;

(c)apply, adopt or incorporate any matter contained in any document whether—

(i)wholly or partially or as amended by the regulations; or

(ii)as in force at the time the regulations are made or at any time before then; or

(iii)as published or amended from time to time;

(d)impose penalties, not exceeding 5 penalty units, for a contravention of the regulations.

Part 16—Transitional provisions

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223Transitional provisions

Schedule 4 has effect.

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Schedules

Schedule 1—Matters to be provided for in
the rules of an incorporated association

Sections 47 and 222

Note

Under section 48(4), a rule or purpose of an incorporated association that is inconsistent with this Act or contrary to law is of no effect. Under section 50(6) the Registrar may refuse an alteration to the rules of an incorporated association if satisfied that the alteration is contrary to this Act or the regulations.

The Association

1The name of the incorporated association.

2The purposes of the incorporated association.

Membership

3The qualifications (if any) for membership of the incorporated association.

4The entrance fees, subscriptions and other amounts (if any) to be paid by members of the incorporated association.

5The rights, obligations and liabilities of members.

6Provisions for the resignation of a member or cessation of membership.

7The procedure (if any) for the disciplining of members and the mechanism (if any) for appearances by members in respect of disciplinary action taken against them.

8The grievance procedures for settling disputes under the rules between the incorporated association and any of its members or between a member and any other member.

Management and record keeping

9The name, membership and powers of the committee or other body having the management of the incorporated association (in this paragraph referred to as the committee) and—

(a)the election or appointment of members of the committee;

(b)the terms of office of members of the committee;

(c)the grounds on which, or reasons for which, the office of a member of the committee becomes vacant;

(d)the filling of casual vacancies occurring within the committee;

(e)the quorum and procedure at meetings of the committee.

10The procedures for the appointment and removal of the secretary of the incorporated association.

11The custody of records, securities and other relevant documents of the incorporated association.

12Provisions for the custody and use of the common seal (if any) of the incorporated association.

13Provision for members to have access to, and to be able to obtain copies of, the records, securities and other relevant documents of the incorporated association.

14The preparation and retention of accurate minutes of—

(a)general meetings of the incorporated association; and

(b)meetings of the committee or other body having the management of the incorporated association.

15Provision for members to have access to, and to be able to obtain copies of, minutes of general meetings of the incorporated association, including financial statements submitted at a general meeting.

16Right of access (if any) by members to minutes of meetings of the committee, including any terms and conditions subject to which access may be granted.

Meetings

17The intervals between general meetings of members of the incorporated association and the manner of calling general meetings.

18The quorum and procedure at general meetings and whether members are entitled to vote by proxy at general meetings.

19The time within which, and the manner in which, notices of general meetings and notices of motion must be given, published or circulated.

Funds

20The sources from which the funds of the incorporated association are to be or may be derived.

21The manner in which the funds of the incorporated association must be managed and, in particular, the mode of drawing and signing cheques on behalf of the incorporated association.

Alteration of rules

22The manner of altering and rescinding the rules of the incorporated association and of making additional rules.

Winding up and dissolution

23The disposition of any surplus assets on the winding up or dissolution of the incorporated association.

Note

The rules of an incorporated association may not make provision for the distribution of its surplus assets on the winding up or dissolution of the incorporated association except as may be permitted by this Act.

Schedule 2—Modification of applied offence provisions of Corporations Act

Section 154(1)

Column 1

Item

Column 2

Provision of Corporations Act

Column 3

Modification to
applied provision
1 428 Subsection (3) is deleted
2 437C Subsection (1B) is deleted
3 438B Subsection (5) is deleted
4 438C Subsection (7) is deleted
5 446C Subsection (10) is deleted
6 448B Subsection (3) is deleted
7 448C Subsection (1A) is deleted
8 450E Subsection (3) is deleted
9 471A Subsection (2B) is deleted
10 475 Subsection (10) is deleted
11 497 Subsection (7A) is deleted
12 530A Subsection (6A) is deleted
13 530B Subsection (6B) is deleted
14 532 Subsection (10) is deleted
15 541 Subsection (2) is deleted
16 588G Subsections (3A) and (3B) are deleted
17 590 Subsection (2) is deleted
18 592 Subsections (1A) and (6A) are deleted
19 595 Subsection (2) is deleted
20 596 Subsection (2) is deleted

Schedule 3—Penalties for offences under
applied provisions of Corporations Act

Section 154(2)

Column 1

Item

Column 2

Provision of Corporations Act

Column 3

Penalty
1 428(1) 10 penalty units
2 428(2) 10 penalty units
3 437C(1) 20 penalty units
4 437D(5) 20 penalty units
5 438B(4) 60 penalty units
6 438C(5) 60 penalty units
7 446C(4) 20 penalty units
8 448B(1) 20 penalty units
9 448C(1) 20 penalty units
10 448D 20 penalty units
11 450E(1) 10 penalty units
12 450E(2) 10 penalty units
13 471A 20 penalty units
14 475 20 penalty units
15 486A(8) 120 penalty units or imprisonment for 1 year or both
16 494 60 penalty units
17 497 10 penalty units
18 530A(6) 60 penalty units
19 530B(3) 60 penalty units
20 530B(6) 60 penalty units
21 532 10 penalty units
22 541(1) 10 penalty units
23 588G(3) 240 penalty units
24 590(1) 60 penalty units
25 590(5) 120 penalty units
26 592(1) 60 penalty units
27 592(6) 120 penalty units
28 595(1) 10 penalty units
29 596(1) 120 penalty units or imprisonment for 1 year or both
30 596AB(1) 240 penalty units or imprisonment for 2 years
31 596F(3) 60 penalty units
32 597(6) 120 penalty units or imprisonment for 1 year or both
33 597(7) 120 penalty units
34 597(10A) 120 penalty units
35 597(13) 60 penalty units
36 597A(3) 120 penalty units or imprisonment for 1 year or both

Schedule 4—Transitional provisions

Section 223

1Definitions

(1)In this Schedule—

commencement day means the day on which section 224 comes into operation;

corresponding provision means a provision of this Act that re-enacts (with or without modification) a provision of the Associations Incorporation Act 1981;

old model rules means the model rules made under the Associations Incorporation Act 1981;

old rules, of an incorporated association, has the meaning given in clause 7(1).

(2)For the purposes of the definition of corresponding provision in subclause (1), in determining whether a provision is a corresponding provision—

(a)regard must be had to the substance of the provision; and

(b)if the provision appears to have expressed the same idea in a different form of words for the purposes of using a clearer style—the difference must be disregarded.

2Re-enactment of Associations Incorporation Act 1981

This Act re-enacts the Associations Incorporation Act 1981 with certain modifications.

3General transitional provisions

(1)This Schedule does not affect or take away from the Interpretation of Legislation Act 1984.

(2)Without limiting subclause (1), in declaring that this Act re-enacts with certain modifications the Associations Incorporation Act 1981, this Schedule must not be taken to—

(a)limit the operation of any provision of the Interpretation of Legislation Act 1984; or

(b)be an exhaustive list of the provisions of the Associations Incorporation Act 1981 re‑enacted by this Act.

(3)This Schedule applies despite anything to the contrary in any other provision of this Act.

4Incorporated associations

(1)An association that, immediately before the commencement day, was incorporated under the Associations Incorporation Act 1981 is, on that day, taken to be incorporated under this Act.

(2)Subclause (1) does not affect the date of incorporation of an incorporated association referred to in subclause (1) which continues to be the date the association became incorporated under the Associations Incorporation Act 1981.

(3)On and from the commencement day, a certificate of incorporation issued under the Associations Incorporation Act 1981 to an incorporated association referred to in subclause (1) is taken to have been issued under this Act.

5Registrar of Incorporated Associations

On and from the commencement day, the Registrar of Incorporated Associations established under section 38 of the Associations Incorporation Act 1981 (as in force immediately before the commencement day) continues in existence under this Act.

6Register of incorporated associations

On and from the commencement day, the register of incorporated associations kept under section 39 of the Associations Incorporation Act 1981 is taken to be the register of incorporated associations kept under this Act.

7Incorporated association may operate under old rules

(1)Subject to subclauses (2) and (3), an incorporated association may continue to operate under the rules of the association as in force immediately before the commencement day (the old rules) until the rules are altered in accordance with clause 8.

(2)While an incorporated association is operating under its old rules, if there is an inconsistency between those rules and any provision of this Act, the provision of this Act prevails except as provided in this Schedule.

(3)If the old rules of an incorporated association are the old model rules, the association may only operate under those rules for 12 months after the commencement date or until the rules are altered in accordance with clause 8.

(4)If, after the expiry of the period of 12 months commencing on the commencement date, an incorporated association operating under the old model rules has not taken either action referred to in clause 8(2), it is taken to have adopted the model rules under this Act and its old rules are of no effect.

(5)If—

(a)an incorporated association is operating under its old rules by virtue of subclause (1); and

(b)under those old rules there is an office holder of the association, separate to the office of public officer, who has the title of secretary—

any reference in this Act to the secretary of an incorporated association is not to be taken as a reference to that office holder.

(6)The Registrar may, in writing, approve changes to the composition of the office holders of an incorporated association that would otherwise be contrary to the rules of the association if satisfied those changes are necessary to facilitate the transition of the association from its old rules to rules that comply with this Act.

8Alteration of old rules

(1)For the purposes of this clause, the rules of an incorporated association operating under its old rules are altered when—

(a)the association has notified the Registrar in accordance with section 49(7) that it has approved the adoption of the model rules under this Act as its own rules; or

(b)the Registrar, subject to subclause (3), has approved the alteration of the association's rules under section 50.

(2)Within 12 months after the commencement day, an incorporated association operating under the old model rules must—

(a)notify the Registrar in accordance with section 49(7) that it has approved the adoption of the model rules under this Act as its own rules; or

(b)apply in accordance with section 50 for the approval of the alteration of its rules.

(3)The Registrar must not approve the alteration of the old rules of an incorporated association unless satisfied that all the rules as altered comply with this Act.

Example

The Registrar must be satisfied that the rules make provision for each of the matters specified in Schedule 1 and any other prescribed matter and that any references in the rules to the public officer of the association have been changed to a reference to the secretary.

(4)For the purposes of this clause, an alteration, of the rules of an incorporated association, includes the substitution of its old rules with new rules.

9Public officer of an incorporated association

(1)While an incorporated association is operating under its old rules as provided for in clause 7, a person appointed as the public officer of the association is taken to be the secretary of the association but only for the purposes of this Act.

Note

If under those old rules there is an office holder of the association, separate to the public officer, who has the title of secretary, subclause (1) does not operate to deem the public officer to be that office holder.

(2)Section 35(3)(b) only applies in relation to a secretary (other than a person who is taken to be the secretary under subclause (1)) of an incorporated association appointed after the commencement day.

(3)The authenticity of a document authenticated by the public officer of an incorporated association under section 19(6) of the Associations Incorporation Act 1981 is not affected.

(4)On and from the commencement day, the secretary of an incorporated association (other than the office holder referred to in clause 7(5)(b)) may continue and complete any continuing act or thing commenced by or against the public officer of the association.

10Statement of purposes

The statement of purposes of an incorporated association that, immediately before the commencement day, is included in the register of incorporated associations as the current statement of purposes of the association, is on the commencement day taken to be part of the rules of the association until such time as an alteration of those rules is approved by the Registrar.

11Financial reporting

Despite anything to the contrary in this Act, an incorporated association to which clause 4(1) applies may elect to comply with Part VI of the Associations Incorporation Act 1981 in relation to the submission to its members of its financial statement for the last financial year of the association ending prior to 30 June 2013 and the giving of that statement to the Registrar.

12Corresponding provisions

To avoid doubt and unless the context demands otherwise, on the commencement day—

(a)any application made under a provision of the Associations Incorporation Act 1981 that, immediately before the commencement day, had not been determined is taken to have been made under the corresponding provision of this Act and may be determined accordingly;

(b)any resolution, appointment, notice or anything else made, given or done (however described) by an incorporated association under a provision of the Associations Incorporation Act 1981 and that is in effect immediately before the commencement day is taken to have been made, given or done under the corresponding provision of this Act;

(c)any instrument made, given, issued or served (however described) by the Registrar under a provision of the Associations Incorporation Act 1981 and that is in force immediately before the commencement day is taken to have been made, given, issued or served by the Registrar under the corresponding provision of this Act.

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═══════════════

Endnotes

1   General information

See for Victorian Bills, Acts and current Versions of legislation and up-to-date legislative information.

Minister's second reading speech—

Legislative Assembly: 7 December 2011

Legislative Council: 29 March 2012

The long title for the Bill for this Act was "A Bill for an Act to re-enact the law providing for the incorporation of voluntary associations and the registration of other bodies as incorporated associations and to make provision for the corporate governance, financial accountability and other matters relating to the rules and membership of those associations, to repeal the Associations Incorporation Act 1981 and for other purposes."

The Associations Incorporation Reform Act 2012, No. 20/2012 was assented to on 1 May 2012 and came into operation as follows:

Sections 224 and 225 on 2 May 2012: section 2(1); rest of Act on 26 November 2012: Special Gazette (No. 384) 20 November 2012 page 1.

INTERPRETATION OF LEGISLATION ACT 1984 (ILA)

Style changes

Section 54A of the ILA authorises the making of the style changes set out in Schedule 1 to that Act.

References to ILA s. 39B

Sidenotes which cite ILA s. 39B refer to section 39B of the ILA which provides that where an undivided section or clause of a Schedule is amended by the insertion of one or more subsections or subclauses, the original section or clause becomes subsection or subclause (1) and is amended by the insertion of the expression "(1)" at the beginning of the original section or clause.

Interpretation

As from 1 January 2001, amendments to section 36 of the ILA have the following effects:

•     Headings

All headings included in an Act which is passed on or after 1 January 2001 form part of that Act.  Any heading inserted in an Act which was passed before 1 January 2001, by an Act passed on or after 1 January 2001, forms part of that Act.  This includes headings to Parts, Divisions or Subdivisions in a Schedule; sections; clauses; items; tables; columns; examples; diagrams; notes or forms.  See section 36(1A)(2A).

•     Examples, diagrams or notes

All examples, diagrams or notes included in an Act which is passed on or after 1 January 2001 form part of that Act.  Any examples, diagrams or notes inserted in an Act which was passed before 1 January 2001, by an Act passed on or after 1 January 2001, form part of that Act.  See section 36(3A).

•     Punctuation

All punctuation included in an Act which is passed on or after 1 January 2001 forms part of that Act.  Any punctuation inserted in an Act which was passed before 1 January 2001, by an Act passed on or after 1 January 2001, forms part of that Act.  See section 36(3B).

•     Provision numbers

All provision numbers included in an Act form part of that Act, whether inserted in the Act before, on or after 1 January 2001.  Provision numbers include section numbers, subsection numbers, paragraphs and subparagraphs.  See section 36(3C).

•     Location of "legislative items"

A "legislative item" is a penalty, an example or a note.  As from 13 October 2004, a legislative item relating to a provision of an Act is taken to be at the foot of that provision even if it is preceded or followed by another legislative item that relates to that provision.  For example, if a penalty at the foot of a provision is followed by a note, both of these legislative items will be regarded as being at the foot of that provision.  See section 36B.

•     Other material

Any explanatory memorandum, table of provisions, endnotes, index and other material printed after the Endnotes does not form part of an Act. 
See section 36(3)(3D)(3E).

2   Table of Amendments

This publication incorporates amendments made to the Associations Incorporation Reform Act 2012 by Acts and subordinate instruments.

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Australian Consumer Law and Fair Trading Act 2012, No. 21/2012

Assent Date: 8.5.12
Commencement Date: S. 240(Sch. 7 items 1, 2) on 26.11.12: Special Gazette (No. 384) 20.11.12 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Co-operatives National Law Application Act 2013, No. 9/2013

Assent Date: 13.3.13
Commencement Date: S. 42(Sch. 2 item 2) on 3.3.14: Special Gazette (No. 46) 18.2.14 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Consumer Affairs Legislation Amendment Act 2013, No. 57/2013

Assent Date: 22.10.13
Commencement Date: S. 3 on 26.11.12: s. 2(2); ss 4, 5 on 23.10.13: s. 2(3)
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Statute Law Revision Act 2013, No. 70/2013

Assent Date: 19.11.13
Commencement Date: S. 3(Sch. 1 item 2) on 1.12.13: s. 2(1)
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Legal Profession Uniform Law Application Act 2014, No. 17/2014

Assent Date: 25.3.14
Commencement Date: S. 160(Sch. 2 item 7) on 1.7.15: Special Gazette (No. 151) 16.6.15 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Fines Reform Act 2014, No. 47/2014

Assent Date: 1.7.14
Commencement Date: S. 248 on 31.12.17: Special Gazette (No. 443) 19.12.17 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Consumer Affairs Legislation Amendment Act 2014, No. 50/2014

Assent Date: 12.8.14
Commencement Date: Ss 7, 8, 26 on 13.8.14: s. 2(1); ss 3–6 on 3.11.14: Special Gazette (No. 304) 9.9.14 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Privacy and Data Protection Act 2014, No. 60/2014

Assent Date: 2.9.14
Commencement Date: S. 140(Sch. 3 item 3) on 17.9.14: Special Gazette (No. 317) 16.9.14 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Veterans and Other Acts Amendment Act 2015, No. 12/2015

Assent Date: 21.4.15
Commencement Date: S. 21(Sch. 1 item 1) on 22.4.15: s. 2(1); ss 19, 20 on 15.6.15: Special Gazette (No. 144) 9.6.15 p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Associations Incorporation Reform Amendment (Electronic Transactions) Act 2015, No. 33/2015

Assent Date: 25.8.15
Commencement Date: Ss 4-17 on 1.10.15: SG (No. 285) 29.9.15. p. 1
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Consumer Acts and Other Acts Amendment Act 2016, No. 23/2016

Assent Date: 10.5.16
Commencement Date: S. 23 on 30.9.16: s. 2(2)
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Consumer Acts Amendment Act 2017, No. 13/2017

Assent Date: 10.5.17
Commencement Date: Ss 3, 4 on 11.5.17: s. 2(1); ss 5–15 on 1.11.17: s. 2(3)
CurrentState: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Oaths and Affirmations Act 2018, No. 6/2018

Assent Date: 27.2.18
Commencement Date: S. 68(Sch. 2 item 8) on 1.3.19: s. 2(2)
Current State: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Guardianship and Administration Act 2019, No. 13/2019

Assent Date: 4.6.19
Commencement Date: S. 221(Sch. 1 item 3) on 1.3.20: s. 2(2)
Current State: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Local Government Act 2020, No. 9/2020

Assent Date: 24.3.20
Commencement Date: S. 390(Sch. 1 item 5) on 6.4.20: Special Gazette (No. 150) 24.3.20 p. 1
Current State: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

Consumer and Other Acts Miscellaneous Amendments Act 2021, No. 1/2021

Assent Date: 9.2.21
Commencement Date: Ss 3–5 on 10.3.21: Special Gazette (No. 110) 10.3.21 p. 1
Current State: This information relates only to the provision/s amending the Associations Incorporation Reform Act 2012

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3   Amendments Not in Operation

This version does not contain amendments that are not yet in operation.

4   Explanatory details

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