Friendly Societies Act 1989 Friendly Societies General Regulation 1990 (1990-413) [GG No 82 of 29.6.1990] (NSW)
1990 - No. 413
FRIENDLY SOCIETIES ACT 1989 - REGULATION
(Friendly Societies General Regulation 1990)
NEW SOUTH WALES
[Published in Gazette No. 82 of 29 June 1990]
HIS Excellency the Governor, with the advice of the Executive Council, and in pursuance of the Friendly Societies Act 1989, has been pleased to make the Regulation set forth hereunder.
J. J. FAHEY
Minister for Business and Consumer Affairs.
PART 1 - PRELIMINARY
Citation
1. This Regulation may be cited as the Friendly Societies General Regulation 1990.
Commencement
2. This Regulation commences on the day on which the Friendly Societies Act 1989 commences.
Definitions
3. (1) In this Regulation:
"the Act" means the Friendly Societies Act 1989.(2) In this Regulation, a reference to a form is a reference to a form
set out in Schedule 1.
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Lodgment of documents
4. (1) Unless the Act provides otherwise or the appropriate prescribed form indicates otherwise, a document lodged with the Registrar must be on A4 paper (or a multiple of A4) of medium weight, of good quality and, if lodged by or on behalf of a friendly society, must be signed by an officer of the society.
(2) An annexure to such a document must have an identifying mark, must be endorsed as an annexure to the document and, if lodged by or on behalf of a friendly society, must be signed by the same officer as the officer who signed the document.
Fees 5. (1) The fees set out in Schedule 2 are prescribed for the purposes
of the Act.
(2) The Registrar may, on application in writing by any person, waive or reduce a prescribed fee if satisfied that the circumstances warrant waiver or reduction.
PART 2 - REGISTRATION AND INCORPORATION
Application for registration of a friendly society
6. For the purposes of section 8 (3) of the Act, the prescribed form is Form 1.
Advertising change of name of friendly society
7. For the purposes of section 10 (5) of the Act, a friendly society must advertise a change of name in a daily newspaper circulating generally in New South Wales within 14 days after the change of name is registered by the Registrar.
Use of expression "friendly society" - exempt organisations
8. For the purposes of section 11 (3) (d) of the Act, the following organisation is exempt:
Girls Friendly Society.
Application for registration of association or union of associations
9. For the purposes of section 19 (5) of the Act, the prescribed form is Form 2.
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Alteration of rules of registered organisations
10. For the purposes of section 24 (1) (c) of the Act, a proposed alteration of the rules of a registered organisation is certified and registered as prescribed if it is completed in accordance with Form 3 and registered by the Registrar.
PART 3 - MANAGEMENT OF FRIENDLY SOCIETIES Prescribed authority for the purposes of section 26 (4) (b) of the Act
11. For the purposes of section 26 (4) (b) of the Act, the prescribed authority is the Head of the Department of Corrective Services.
Loans to directors and related persons
12. For the purposes of section 34 (1) and (2) (b) of the Act, a
prescribed relationship, in relation to a director, is that of:
(a) spouse; or
(b)
parent, step-parent, sibling, step-brother, step-sister, daughter, son, stepdaughter or step-son; or
(c)
a dependent of the director, being a person other than a person referred to in paragraph (a) or (b); or
(d) the spouse of a person referred to in paragraph (b) or (c).
Register of assignments
13. In addition to the registers a friendly society is required to keep under section 38 (1) of the Act, a friendly society is required to keep a register of assignments made under section 61 of the Act.
Particulars required to be included in registers
14. (1) For the purposes of section 38 (3) of the Act:
(a)
the register of members of a friendly society is required to contain the following particulars in respect of each member:
- surname
- other names (in full)
- address1990 - No. 413
- date of birth
- date of admission to the society
- the authority for the member’s admission
- reference to the contract for benefits for which the member has been admitted
| (b) | the register of directors of a friendly society is required to contain the following particulars in respect of each director: |
- surname - other names (in full)
- address
- occupation- date of election as director
- office held - date of termination of office
- mode of termination of office
| (c) | the register of loans to, and securities given by, a friendly society is required to contain the following particulars in respect of each loan or charge: |
- name and address of mortgagee or person entitled to
charge
- date on which consent of board or committee was given
- date of loan
- amount of charge created
- security given, including description of property mortgaged
or charged
- registered number of security or charge
- date for repayment of loan- date security released from charge
| (d) | the register of investments made by a friendly society is required to contain the following particulars in respect of each investment: |
- date of consent of directors or of majority of members in - general meeting - nature of investment - face value
- series number (if applicable)
- maturity date
- particulars relating to interest including rate
- due date of interest
- date purchased1990 - No. 413
- name of fund (if relevant)
- contract note number (if relevant)
- price paid
- net cost- redemption details (amount and date proceeds received)
(e)
the register of land vested in, or leased to, a friendly society is required to contain the following particulars in respect of each parcel of land:
- fund invested and ledger account
- locality- street and lot number
- title reference
- estate held (fee simple or leasehold and term)
- cost
- date purchased- date of approval of board
(f)
the register of nominations by members of persons to whom a friendly society is required by the Act to pay money on the death of the member is required to contain the following particulars in respect of each nomination:
- name of member
- date of nomination
- amount of nomination- the fund in respect of which the nomination is made
- name of nominee
- address of nominee- date of revocation of nomination (if applicable)
(g)
the register of loans made by, and securities taken by, a friendly society is required to contain the following in respect of each loan:
- name of person to whom loan made
- date loan approved- amount of advance
- particulars relating to interest, including rate
- security taken
- title reference1990 - No. 413
- mortgage reference
- repayment details- ledger account reference
| (h) | the register of assignments is required to contain the following particulars in respect of each assignment: |
- name of transferor
- table or rule involved
- date of admission to table
- date of registration
- name of transferee- address of transferee
- related dealings (if any)
(2) A register may include any document or documents, or any disc, tape, soundtrack or other device in which the particulars referred to in this clause are stored or embodied, whether in the form of sound, electronic impulses or otherwise and which are capable (with or without the aid of some other equipment) of being reproduced in a written form.
Appointment of actuary
15. For the purposes of section 45 (1) of the Act, the following funds
are funds of a kind for which the appointment of an actuary is required:
(a) sick and funeral funds;
| (b) | life assurance funds, including flexible endowment assurance funds; |
(c) annuity funds.
Investigations and valuations by actuary
16. (1) For the purposes of section 47 (2) of the Act, the first investigation and valuation, in respect of:
(a) sick and funeral funds; and
| (b) | life assurance funds other than single premium endowment funds, |
must be carried out as at a date not more than 5 years after the repeal
of the Friendly Societies Act 1912.
(2) For the purposes of section 47 (4) of the Act, the period between the dates as at which successive investigations and valuations are to be made in respect of:
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(a) sick and funeral funds; and
(b)
life assurance funds other than single premium endowment funds,
must not exceed 5 years.
PART 4 - FUNDS
Division 1 - General
Security for loans
17. For the purposes of section 55 of the Act, a reference in that section to a provision of the Companies (New South Wales) Code is to be taken to include any regulation made pursuant to those provisions modified so that:
(a)
a reference to a company is to be taken to be a reference to a friendly society, unless the context or subject-matter otherwise indicates or requires; and
(b)
a reference to the Commission is to be taken to be a reference to the Registrar; and
(c)
a reference to the register of company charges is to be taken to be a reference to the register of friendly society charges.
Investment of funds
18. (1) For the purposes of section 56 (1) (h) of the Act, a friendly society may invest its funds from sources other than benefit funds as follows:
(a) in loans to or shares in subsidiary corporations of the society;
(b)
in loans to or shares in joint ventures with other friendly societies or foreign societies, whether or not the joint venture arrangement is by way of incorporation or otherwise;
(c)
in loans to or shares in Joint ventures with other incorporated bodies, whether or not the joint venture arrangement is by way of incorporation or otherwise;
(d) in loans to or shares in dispensaries.
(2) For the purposes of section 56 (1) (h) of the Act, a friendly
society may invest its funds from any sources (including benefit funds)
in loans to or shares in Commonwealth Drug Company Pty. Ltd.1990 - No. 413
(3) Any funds invested as referred to in subclause (1) (c) must not exceed 25 per cent of reserves of the management fund of the friendly society as disclosed in its last annual return.
Benefit funds limit
19. For the purposes of section 58 (4) of the Act, in the case of a single premium endowment fund, the prescribed amount (exclusive of any bonuses or additions declared upon assurances) is:
(a) $150,000; or
| (b) | 0.2 per cent of the assets of the fund as shown on the last annual return of the friendly society, |
whichever is the greater.
Contribution rates
20. Section 65 of the Act applies to benefits payable from the following:
(a) sick and funeral funds;
| (b) | life assurance funds, including flexible endowment assurance funds; |
(c) annuity funds.
Surrender of benefits - applicable benefits
21. For the purposes of paragraph (b) of the definition of "applicable benefit" in section 67 (b) of the Act, a benefit payable from a life assurance fund is a prescribed benefit.
Division 2 - Operating standards
Operating standards
22. This clause and clauses 23, 24 and 25 are made under Division 6 of Part 5 of the Act as referred to in the definition of "operating standards" in section 70 of the Act.
Liquid assets
23. (1) For the purposes of the definition of "liquid assets" in section 70 of the Act, the following assets are prescribed as liquid assets:
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(a) cash on hand and at bank;
(b) any public funds or Government stock or Government securities of the Commonwealth or any State of the Commonwealth; (c) any debentures or securities guaranteed by the Government of New South Wales; (d) any debentures or securities:
(i) issued by a public or local authority, or a statutory body representing the Crown, constituted by or under any law of the Commonwealth, of any State of the Commonwealth, of the Northern Territory or of the Australian Capital Territory, and (ii) guaranteed by the Commonwealth or any such State or Territory; (e) any debentures or securities issued by the Northern Territory and guaranteed by the Commonwealth; (f) interest bearing deposits in a bank authorised to carry on the business of banking under any law of the Commonwealth or of a State or Territory of the Commonwealth; (g) certificates of deposit issued by a bank referred to in paragraph (f) whether negotiable or convertible or not and whether or not obtained directly from the bank; (h) investment with any dealer in the short term money market, approved by the Reserve Bank of Australia as an authorised dealer, that has established lines of credit with that bank as a lender of last resort; (i) any bill of exchange which
(i) at the time of acquisition has a maturitydate of not more than 200 days; and (ii) if purchased for value confers on the holder in due course a right of recourse against a bank as the acceptor or indorser of the bill for an amount equal to the face value of the bill; (j) subscription of withdrawable share capital in, deposit with, or loan of money to, a building society specified in Schedule 2 to the Permanent Building Societies Act 1967. 1990 - No. 413
(2) An asset or investment referred to in subclause (1) is not a liquid asset to the extent of any amount necessary to satisfy a lien or charge (other than a floating charge) over the asset or investment.
(3) The value of the liquid assets of a friendly society is the total of the monetary value of each asset or investment referred to in subclause (1) of the society (being the face value or market value of the asset or investment, whichever is the lesser) after excluding any amount referred to in subclause (2).
Maintenance of liquid assets by certain funds
24. A fund of the kind specified in Column 1 of the Table to this clause is required at all times to maintain liquid assets of not less than the amount or proportion specified opposite the fund in Column 2.
TABLE
Column 1 Column 2
1. A health insurance fund not An amount equivalent to two being a fund required to twelfths of the total maintain a solvency ratio contribution made to the fund pursuant to any provision of during the immediately the National Health Act 1953 preceding financial year of the of the Commonwealth of society.
Australia or pursuant to a condition of any exemption granted by the Minister administering that Act.
| 2. A benefit fund in which a | An amount equal to 25 per cent |
contributor subscribes for a of the net balance of the fund, bond, (whether or not it after subtracting any loans includes any death benefit) from the fund to members of which may be surrendered or the fund on the security of the withdrawn at any time. members’ interest in the fund.
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3. A benefit fund not included in An amount equal to 10 per cent paragraph 1 or 2. of the balance of the fund, after subtracting any loans from the fund to members of the fund on the security of the members’ interest in the fund. 4. Any fund in which the assets of An amount equal to 10 per cent any benefit fund are invested of the balance of the first pursuant to any order made by mentioned fund, after the Registrar under section 59 subtracting any loans from the (8) of the Act. fund to members of the fund on
the security of the members’
interest in the fund.
Requirements for managed funds
25. (1) A friendly society must not establish or maintain a benefit fund which is a managed fund unless the society maintains at all times unencumbered assets of not less than:
(a)
5 per cent of the aggregate of all managed funds of the society; or
(b) $1,000,000,
whichever is the lesser.
(2) In this clause:
"managed fund" means a benefit fund for which an actuary must be appointed as prescribed by clause 15 and any other benefit fund the contributors to which are led to expect profits, interest or monetary gain from participation in that benefit fund;
"unencumbered assets" means the monetary value of the assets of the friendly society (being the cost of the assets as recorded in the books of the society with proper allowance for depreciation or diminution in value and reduced by the amount necessary to satisfy any lien or charge on those assets) which are not the assets of a benefit fund.
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PART 5 - MISCELLANEOUS
Maximum number of advisory committee members
26. For the purposes of section 86 (2) of the Act, the prescribed maximum number of advisory committee members is 11.
Notice by investigator to involved person
27. For the purposes of section 91 (1) of the Act, the prescribed form is Form 4.
Allowance and expenses of involved persons
28. For the purposes of section 92 (4) of the Act, the prescribed allowances and expenses are those set out in Schedule 3.
Application of Parts X and XI of Companies (New South Wales) Code
29. For the purposes of section 106 of the Act, the necessary modifications to the Companies (New South Wales) Code include modifications by means of which, in those Parts and in regulations made for the purposes of those Parts:
| (a) | references to a company are to be taken to be references to a friendly society, unless the context or subject-matter otherwise indicates or requires; and |
| (b) | references to a special resolution or an extraordinary resolution are to be taken to be references to a special resolution within the meaning of the Friendly Societies Act 1989. |
Foreign societies
30. (1) For the purposes of section 116 (2) of the Act, the prescribed form is Form 5.
(2) For the purposes of section 116 (4) of the Act, the prescribed modifications are that the following sections of the Act, (and any regulations made for the purposes of those sections) apply to foreign societies subject to the following qualifications (if any):
| (a) | section 8 (4) - there is to be no required meeting and the documents are to be certified by 2 directors and the secretary of the foreign society; |
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(b) section 9 (2) (b); (c)
section 12 - with the name of the foreign society there is to be included a reference to whether the society is registered or incorporated and to the State or Territory in which the society is registered or incorporated - the references being placed in brackets after or under the name of the society as registered or incorporated in its home State or Territory and printed in a size which is at least 75% of the size in which the name of the society is printed;
(d) section 13;
(e) Part 4, Division 1;
(f)
Part 4, Division 3 - in so far as it requires the lodgment of accounts with the Registrar;
(g) Part 5;
(h) section 79;
(i) Part 6, Division 3;
(j) section 85;(k) Part 7, Divisions 2 - 4;
(l)
section 105 - in so far it applies to the operation of the society within New South Wales;
(m)
Part 10 - except that section 112 is to be modified so that a foreign society is required only to forward a copy of the resolution as registered in its home State or Territory.
Dispensing with probate or letters of administration
31. For the purposes of section 117 (1) of the Act, the prescribed amount is $10,000.
Model rules
32. A friendly society may adopt, with or without modification, the model rules set out in Schedule 4.
Transitional provision - accounts and audit
33. While this clause remains in force, the accounts and accounting records of a friendly society are to be kept and audited in the same way as, before the repeal of the Friendly Societies Act 1912, the accounts of a friendly society registered under that Act were required to be kept and audited.
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SCHEDULE 1 - FORMS
(Cl. 3 (2))
FORM 1
(Cl. 6)
Friendly Societies Act 1989, Section 8 (3)
APPLICATION FOR REGISTRATION OF A SOCIETY
To the Registrar of Friendly Societies:
1. We, the proposed directors of the proposed society to which this application relates, apply for registration of that society under the Friendly Societies Act 1989.
2. The name of the proposed society is to be (name).
3. The meeting at which it was decided to form the proposed society and apply for its registration was held at (place) on (date).
| 4. | [section 8 (4) of the Act]. |
LIST OF PEOPLE SUPPORTING THE APPLICATION Registrar has approved of a lower number.]
Surname Other names Address Occuption Signature
5. In accordance with section 8 (4) of the Act, this application is accompanied by
(a)
2 copies of the proposed rules signed and certified by those who acted as chairperson and secretary at the meeting;
(b)
a copy, so signed and certified, of the business plan presented to the meeting;
(c)
any other particulars prescribed under section 8 (4) (c) of the Act;
(d) the prescribed fee.
(List the documents)
1990 - No. 413
Signed by the proposed directors:
Date:
FORM 2
(Cl. 9)
Friendly Societies Act 1989, Section 19 (5)
APPLICATION FOR REGISTRATION OF
AN ASSOCIATION OR UNION OF ASSOCIATIONS To the Registrar of Friendly Societies:
1. We, the proposed directors of the proposed association/ union of associations to which this application relates apply for registration of that association/union of associations under the Friendly Societies Act 1989.
2. The name of the proposed association/union of associations is to be (name).
3. The meeting at which it was decided to form the proposed association/union of associations society and apply for its registration was held at (place) on (date).
4.
LIST OF REPRESENTATIVES SUPPORTING THE APPLICATION [See section 19 (4) of the Act].
Surname Other names Address Representative of Signature
Society/Association
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5. In accordance with section 19 (6) of the Act, this application is accompanied by
(a) a statutory declaration by those who acted as chairperson and secretary at the meeting to the effect that the requirements of section 19 of the Act in relation to the meeting were complied with; and (b) a copy of the statement of objects presented to the meeting; and (c) 2 copies of the proposed rules signed by at least 1
representative of each society/association desiring membership; and
(d)
a list containing the full name, address and occupation of each person elected as a director of the association/union and the name of the society/association of which he or she is a representative; and
(e) the prescribed fee.
FORM 3
(Cl. 10)
Friendly Societies Act 1989, Section 24 (1) (c)
APPLICATION TO REGISTER ALTERATION OF RULES
To the Registrar of Friendly Societies:
1. Application is made for registration of an alteration of the rules of the friendly society/association/union of associations.
2. The name of the friendly society/association/union of associations is (name).
*3. The meeting of directors at which the resolution (a copy of which is attached) to make the alteration to the rules was passed was held at (place) on (date).
*3. The meeting of the members at which the special resolution (a copy of which is attached) to make the alteration to the rules was passed was held at (place) on (date).
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4. The following documents are lodged with this application:
*(a) a statement signed by the directors showing why the alteration is made by a meeting of directors rather than a special resolution of members; and
*(b) a statement signed by the directors showing why the
alteration is in the best interests of the members; and
*(c) if, in relation to a friendly society, the proposed
alteration will affect the contributions and benefits of the
society, an actuary’s certificate that the proposed
contribution rates are suitable for the proposed benefitrates; and
*(d) 2 copies of the alteration of the rules, signed by the
chairperson of the meeting and the secretary; and *(e) a complete copy of the rules as altered.
Note: * Delete if not applicable.
I ............................................ Secretary of the (name) do solemnly and sincerely declare that the amendments to the rules of which registration is now sought were duly made in accordance with the rules of the society/association/union of associations on the ................. day of
........................ 19.. to be true, and by virtue of the provisions of the Oaths Act, 1900.
............................................... Secretary
Declared before me at ............ this .................... day of .................. 19 .....
.................................................................... (Justice of the Peace, Solicitor, Notary Public or Commissioner for Affidavits.)
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FORM 4
(Cl. 27)
Friendly Societies Act 1989, Section 91 (1)
NOTICE IN RESPECT OF INVESTIGATION
To (name of involved person): required:
*(a) to produce to me on (date) at (time) at (full details of place) the following documents that are in your custody or control and that relate to the affairs of (name of friendly society) and any other documents that are in your custody or control and that relate to those affairs; and
| *(b) | to give all reasonable assistance in connection with the inquiry and |
| *(c) | to appear on (date) at (time) before (name of investigator) at (full details of place) for examination on oath or affirmation and to answer questions on oath or affirmation. |
Signed by the investigator:
Date:
*Delete if not applicable.
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FORM 5
(Cl. 30)
Friendly Societies Act 1989, Section 116 (2)
APPLICATION BY A FOREIGN FRIENDLY SOCIETY FOR APPROVAL PURSUANT TO SECTION 116 OF FRIENDLY
SOCIETIES ACT 1989 TO OPERATE WITHIN
NEW SOUTH WALES
........................................ a friendly society incorporated/registered in ........................................ seeks approval from the Registrar, pursuant to
section 116 (3) of the Friendly Societies Act 1989 to
* solicit for membership; * seek contributions, donations or investments;
* provide services (other than prescribed services) to a member
resident in New South Wales.
1. The address of the registered office of the friendly society in its place of incorporation/registration is: ..............................................................................................................
2. The nature, type of class of facilities, services or benefits
provided by the friendly society in its place of incorporation/registration are:
..............................................................................................................
..............................................................................................................
..............................................................................................................
*3. The friendly society will solicit membership in respect of:
..............................................................................................................
..............................................................................................................*4. The friendly society will be seeking contributions, donations or
investment in respect of:
..............................................................................................................
..............................................................................................................
..............................................................................................................1990 - No. 413
| 5. | provided in New South Wales are: |
The nature, type or class of facilities, services or benefits to be ..............................................................................................................
| 6. | New South Wales is/are: |
The area/s in which the friendly society intends to operate in ..............................................................................................................
7. The office arrangements for the friendly society while operating in New South Wales (including the address of its registered office) will be:
| .............................................................................................................. .............................................................................................................. .............................................................................................................. |
| 8. |
The friendly society (b) is/is not in the course of being wound up;
(c)
has/has not had an application lodged to wind it up that has not been dealt with;
(d)
has/has not had a receiver, or a receiver and manager, appointed who is acting in respect of property of the society;
(e) is/is not under official management;
(f)
has/has not entered into a compromise or arrangement with another person or other persons, the administration of which has not been concluded; and
(g)
has/has not had an application made for the approval of such a compromise or arrangement that has not been dealt with.
* If any of the above apply to the society please provide details:
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9. Accompanying this application are:
(a) a certified copy of the certificate of incorporation/registration or other certified document evidencing incorporation/registration as may be issued and certified by the public officer responsible for issuing such documents under the law of the foreign society; (b) 2 copies of the rules of the foreign society certified by the chairman and secretary as being the rules of the society in force at the date of the application; (c) a copy of the annual return and audited accounts of the foreign society, and of each subsidiary corporation for the last 3 financial years, together with the report of the directors or auditors of the society or corporation concerning those accounts; (d) details of investments in subsidiary or associated companies; (e) details of all loans to or from subsidiary or associated companies; (f) a list containing the full name and address of each director; (g) the prescribed fee.
IT SHOULD BE NOTED THAT THE GRANTING OF AN APPROVAL PURSUANT TO SECTION 116 DOES NOT AUTOMATICALLY FOLLOW THE LODGMENT OF THIS APPLICATION
10. The person to whom correspondence relating to this application is to be sent is
..................................................................................................
(name and designation)
of .................................................................................................
(address)
Phone number .......................
Dated at ....................... this ................. day of ....................... 19 ......
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SCHEDULE 2 - FEES
(Cl. 5)
Item Fee
$
| Application for registration of a friendly society | 1,000.00 |
| Application for registration of association or union of | 50.00 |
| associations | |
| Application for registration of an alteration to the rules | 5.00 |
| of a friendly society | (per rule) |
| Application to register a special resolution | 5.00 |
| Inspection of document registered or lodged with | 10.00 |
| Registrar | |
| Provision of a certified copy of a document | 0.50 (per page) |
| Application for approval of a foreign society to operate | 1,000.00 |
| in New South Wales | |
| Registration of change of address | 5.00 |
| Lodgment of list of directors | 5.00 |
| Lodgment of annual return | 50.00 |
| Lodgment or registration of any other document | 50.00 |
SCHEDULE 3 - ALLOWANCES AND EXPENSES OF INVOLVED
PERSONS
(Cl. 28)
1. In this Schedule, "expert officer" means a person referred to in paragraph (a) or (b) of the definition of "involved person" in section 89 of the Act.
2. An expert officer who is required to attend for examination is entitled to a maximum of $250 for each day of attendance.
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3. An involved person, other than an expert officer, is entitled:
(a) if the person is normally paid wages, salary or fees: (i) to an allowance equal to the amount of wages, salary or fees lost because of the person’s attendance; or
(ii) to an allowance of $50 for each day of attendance
- whichever is the lesser; and
(b) if the person is not normally paid wages, salary or fees, to an allowance of $30 for each day of attendance. 4. An involved person who attends for examination is entitled to the following expenses:
(a)
expenses incurred for transport to and from the place of attendance up to a maximum of $250 for each attendance; and
(b)
expenses incurred for accommodation if the person is required to be absent overnight from his or her home up to a maximum of $100 for each night’s accommodation.
SCHEDULE 4 - MODEL RULES
(Cl. 32)
TABLE OF CONTENTS
1. GENERAL
1.1 Interpretation 1.2 Miscellaneous
1.3 Scope of Rules2. INCORPORATION
2.1 Name of Society 2.2 Registered Office 2.3 Effect of Incorporation
2.4 Use of Name
2.5 Seal2.6 Custody of Books and Documents
3. OBJECTS AND FUNCTIONS
3.1 Objects
3.2 Principle Functions of the Society1990 - No. 413
4. MEMBERS
4.1 Admission to Membership 4.2 Cessation of Membership 4.3 Settlement of Disputes 4.4 Alteration of Rules
| 5. | MANAGEMENT OF SOCIETY 5.1 Board of Directors 5.2 Term of Office 5.3 Election of Directors 5.4 Vacation of Office 5.5 Vacancies on the Board of Directors | |
| ||
| 5.7 Proceedings of the Board of Directors 5.8 Duties and Powers of the Board 5.9 Appointment and Removal of Officers 5.10 Indemnity of Officers | ||
| ||
| 6. | MEETINGS 6.1 Annual General Meetings 6.2 Special General Meetings 6.3 Notice of General Meeting 6.4 Proceedings at General Meeting 6.5 Members 6.6 Voting by Members 6.7 Special Resolution 6.8 Ordinary Resolution |
7. FINANCIAL MANAGEMENT
7.1 Financial Year 7.2 Banking
7.3 Audit
7.4 Actuary
7.5 Application of Funds 7.6 Winding Up
8. INVESTMENT OF FUNDS
8.1 Authorised Investments
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8.2 Loans and Advances
8.3 Mortgage Insurance 8.4 Solicitor
8.5 Valuer9. FUNDS
9.1 Establishment of Benefit Funds 9.2 Assignment of Benefits
9.3 Nominations by Members
9.4 Surrender of Benefits
9.5 Payment of Death of a Member
10. OPERATION
10.1 Notices
10.2 Change of Address
1. GENERAL
1.1 InterpretationIn these Rules, unless the context otherwise requires, words and expressions have the same meanings as in the Act and the following terms have the following meanings:
"Official Actuary" means the official actuary appointed pursuant to the Friendly Societies Act 1989;
"Board" or "Board of Directors" means the board of Directors for the time being;
"Minister" means the person charged with the administration of the Act;"Registrar" means the Registrar of Friendly Societies;
"Rules" means these Rules of the Society as amended
from time to time;"Secretary" means the person appointed by the Board under Rule 5.8(d);
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"Society" means Friendly Society;
"the Act" means the Friendly Societies Act 1989.
1.2 Miscellaneous
In these Rules, unless the contrary intention appears:
(a)
a reference to a statute or a provision in a statute must be read as if the words "or any amendment or re-enact men t thereof or provision substituted therefor" were added;
(b)
each gender includes the other gender and the singular includes the plural and vice versa;
(c)
headings are inserted for ease of reference only and do not form part of these Rules and do not affect the construction of these Rules; and
(d)
where the word "may" occurs, it must be taken to give and to grant a discretionary power.
1.3 Scope of Rules
In accordance with section 23 of the Act, these Rules have effect as a contract executed under seal and the Society and each Member of the Society and each person claiming through the Society or a Member of the Society must observe these Rules.
| 2. | INCORPORATION 2.1 Name of Society |
(a)
The name of the Society is the [Insert Name] Friendly Society.
(b)
The Society may, in accordance with section 10 of the Act, change its name by special resolution with the approval of the Registrar.
2.2 Registered Office
The registered office of the Society is [Insert Address] in the State of New South Wales or at such other place in New South Wales as the Board may determine from time to time. The Society must give the Registrar written notice of
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the new address within 14 days after changing the address
of its registered office.
2.3 Effect of Incorporation
The Society is incorporated pursuant to section 9 of the Act as a corporation with perpetual succession and as such: (a) may sue and be sued in its name;
(b)
is, subject to the Act, capable of acquiring, dealing with and disposing of real and personal property for the purpose of performing its functions and exercising its powers under the Act or these Rules; and
(c)
is capable of doing and suffering anything that a corporation may by law do and suffer and which is necessary or expedient for the purpose of performing its functions and exercising its powers under the Act or these Rules.
2.4 Use of Name
The Society must cause the registered name of the Society
(a)
together with the words ‘Registered Office’ to be publicly and conspicuously displayed at the premises of the registered office identifying the premises as the registered office; and
(b)
to be publicly and conspicuously displayed outside every place in which its business is carried on.
2.5 Seal
(a)
The Society must have its name inscribed in legible characters upon the seal. The seal must be kept at the registered office of the Society.
(b)
The design of the seal must be the name of the Society between two concentric circles encircling the words "Common Seal".
(c)
The seal must be used only under the authority of an ordinary resolution of a general meeting or of the Board and be attested by the signature of one Director and the Secretary, or instead of the Secretary by such other person as the Board may authorise. The
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resolution of the general meeting or the Board for affixing the seal may be a continuing authority subject to the power of revocation.
2.6 Custody of Books and Documents
All books of account, securities, mortgages, documents and papers of the Society (other than those which the Board directs to be kept elsewhere) must be kept at the registered office in such manner and with such provision for their security as the Board directs and as required by or under the Act. In giving any direction the Board must comply with the Act.
| 3. | OBJECTS AND FUNCTIONS 3.1 Objects |
The objects of the Society are:
(a)
to provide health and welfare facilities and services for Members or their dependants, including but not limited to hospital, medical, dental, pharmaceutical, optical and physiotherapy benefits;
(b)
to provide facilities and benefits for the relief and maintenance of Members or their dependants in the case of death, sickness, disability, accident, retirement, old age and unemployment;
(c)
to provide services and benefits for the education of Members or their dependants;
(d)
to provide funeral benefits for the Members or their dependants;
(e)
to provide annuities, life insurance and
superannuation for Members or their dependants;
(f) to improve the standard of living of Members; and
(g)
to promote the principles of mutual aid and co-operation.
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3.2 Principal functions of the Society
The Society may exercise such functions as are necessary to achieve its objects in accordance with the Act, and in particular the Society may
(a)
carry on the business of a pharmacist in an open shop, subject to section 27 of the Pharmacy Act 1964, with the written approval of the Minister administering the Pharmacy Act 1964;
(b)
provide financial or advisory services for the relief and support of Members or their dependants, if authorised by these Rules;
(c)
provide or manage social facilities, social functions and leisure services for Members or their dependants;
(d)
operate a managed fund including an approved deposit fund within the meaning of section 27A (1) of the Income Tax Assessment Act 1936 of the Commonwealth if authorised by these Rules;
(e)
provide insurance and reinsurance services for Members or their dependants if authorised by these Rules;
(f)
arrange for the provision of legal services to members or their dependants;
(g) appoint agents to act on behalf of the Society;
(h)
act as agent for any person and receive commission as an agent for its Members;
(i) act as an executor;
(j)
enter into a joint venture with any other friendly society or foreign friendly society;
(k)
carry out its objects and exercise its functions at any place outside New South Wales;
(l) guarantee or indemnify a subsidiary corporation; (m)
provide management services and any other services to a credit union, co-operative society or building society associated with the Society; and
(n)
exercise any other function prescribed pursuant to the Act.
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4. MEMBERS
4.1 Admission to Membership
(a)
A person must be admitted to Membership of the Society if the person is a natural person:
(i)
who is a contributor or dependent of a contributor to a benefit fund established and maintained by the Society or
(ii)
who is no longer a contributor or dependent of a contributor to a benefit fund established and maintained by the Society but who is entitled to a benefit from such a benefit fund.
(b)
The application for Membership procedures, Membership qualifications and conditions of approval are to be as prescribed in a particular benefit fund’s rules.
(c)
Members admitted to Membership under this Rule have an entitlement only to the privileges and benefits attaching to the particular benefit fund to which that person is a contributor or beneficiary or is a Member of the benefit fund pursuant to Rule 4.1 (a) (i).
(d)
A member of the Society is under no personal liability as a Member to any creditor of the Society.
4.2 Cessation of Membership
A natural person ceases to be a Member in any of the
following circumstances:(a) on death;
(b)
if the contract of Membership is rescinded on the grounds of misrepresentation or mistake;
(c)
if he or she ceases to be a Member in accordance with the provisions of any benefit fund rule.
4.3 Settlement of disputes
All disputes between:
(a) the Society or any officer of the Society; and
(b)
the Society and any of its Members or any person who claims by or through any Member under these Rules,
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must be settled by arbitration in accordance with the Commercial Arbitration Act 1984, except that where a dispute involves the determination of a question of law the dispute must be settled by a court of law.
4.4 Alteration of Rules
The Rules of the Society must not be altered unless the alteration has been approved by special resolution passed by the Members or, where permitted under the Act, by the Board of the Society. No such alteration has effect until the alteration has been registered by the Registrar. "Alteration" includes adding a rule or removing a rule.
5. MANAGEMENT OF SOCIETY
5.1 Board of Directors
(a)
There must be a Board of [Insert number] Directors all of whom must be Members of the Society and at least 18 years old.
(b)
If a Director is absent from a Board meeting, a Member who is qualified to be a Director and who is appointed by the Board to be an alternate Director may act in the place of the absent Director at the meeting.
5.2 Term of Office
(a)
Subject to these Rules, a Director is to be elected for a term not exceeding 3 years.
(b) A retiring Director is eligible for re-election.
5.3 Election of Directors
(a)
The first Directors are to be elected at the meeting for the formation of the Society.
(b)
At the first Annual General Meeting of the Society [Insert number] Directors must retire. At the Annual General Meeting in each subsequent year the Directors must retire in rotation of [Insert number] and [Insert number].
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(c)
Directors to retire in any year must (subject to the provision as to filling casual vacancies) be those who have been longest in office since their last election. As between persons who became Directors on the same day those to retire must (unless they otherwise agree amongst themselves) be determined by lot. In such a case the order for retirement must be the order in which the names are withdrawn.
(d)
At a General Meeting at which a Director retires, or if a casual vacancy occurs, the vacated office may be filled by electing a person to it. Nominations for candidates to fill the vacant position must. be sought in such manner as the Board determines. The election of Directors is to be conducted at the meeting in such usual and proper manner as the Board directs.
(e)
Retiring Directors are to be taken to have been nominated unless they have notified the contrary to the Society.
(f)
If at any General Meeting at which an election of Directors ought to take place the places of all or any of the retiring Directors are not filled, the meeting stands adjourned until a day, time and place specified by notice in writing to the Members by the Secretary. At the adjourned meeting the Chairperson is to receive nominations and conduct an election of Directors to the vacancies. If at the adjourned meeting the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled are to be taken to have been re-elected at the adjourned meeting.
5.4 Vacation of office
The office of a Director becomes vacant if the Director
(a) ceases to be a Member of the Society;
(b)
is prohibited from acting as a Director by an order of the Supreme Court under Section 27 of the Act or by an order of the Registrar under Section 28 of the Act; or
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(c)
becomes an insolvent under administration within the meaning of the Companies (New South Wales) Code; or
(d)
becomes a temporary patient, or continued treatment patient, within the meaning of the Mental Health Act, 1958, forensic patient within the meaning of the Mental Health Act 1983 or a protected person within the meaning of the Protected Estates Act 1983; or
(e) is removed from office by a simple majority; or
(f) is convicted of an offence that involves fraud or dishonesty and is punishable on conviction with imprisonment for at least 3 months; or (g) is a convicted person pursuant to Section 26 of the Act; or (h) is absent from 3 consecutive meetings of the Board without the leave of the Board; or (i) resigns the office by instrument in writing given to the Chairperson of the Board.
5.5 Vacancies on the Board of Directors
(a)
A casual vacancy on the Board of the Society is to be filled by election by the Members held in the manner specified in these Rules or at a General Meeting of the Society.
(b)
The person so chosen must retire at the same time as the Director who vacated the office would have done if he or she had not vacated the office.
(c)
For the purposes of this Rule, a casual vacancy arises if the office of the Director is vacated in accordance with rule 5.4.
5.6 Removal from Office
A Director may only be removed from office during the
term of his or her appointment:(a) in accordance with the Act; or
(b)
by a resolution of the Society passed at a General Meeting at which the Director has been given a reasonable opportunity to be heard.
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5.7 Proceedings of the Board of Directors
(a) (i) The Board is to meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. However, a meeting of the Board must be held at least once every 3 months. (ii) Questions arising at any meeting are to be decided by a majority of votes.
(iii) In the case of an equality of votes, the Chairperson has a second or casting vote.
(iv) The Chairperson or any 2 Directors may, and the Secretary must if requested by the Chairperson or any 2 Directors at any time, summon a meeting of the Board.
(v) Except in special circumstances determined by the Chairperson, all Directors must be given at least 7 days’ notice of the place, the day and the hour of the meeting. Notice may be given to a Director personally or by sending it to him or her in a pre-paid envelope addressed to him or her at the address shown in the records of the Society.
(b)
Questions arising at any meeting of the Board are to be decided by a majority of the Directors present and voting.
(c)
In the case of an equality of votes the Chairperson has a second or casting vote.
(d)
The quorum for any meeting of the Board is [Insert number at least half of the number of Board members].
(e)
The continuing Directors may act notwithstanding any vacancy in their number. However, if and for so long as the number of Directors is reduced below the number fixed by or pursuant to these Rules as a necessary quorum of Directors, the continuing Directors may act only for the purpose of increasing the number of Directors to one more than a quorum, or to summon a General Meeting of the Society, but not for any other purpose.
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(f) The Board may elect a Chairperson of its meetings and determine the period for which he or she is to hold office. However, if no such Chairperson is elected or if at any meeting the Chairperson is not present within 5 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairperson of the meeting until such time as the Chairperson attends and is willing to act in that capacity. (g) The Board may be resolution delegate any of its powers to a Director or committee consisting of such Members of the Society or of the Board as the Board thinks fit. (h) Any committee so formed must in the exercise of the powers so delegated conform to any regulation that may be imposed on it by the Board. (i) A delegation under this Rule may be made subject to conditions or limitations as to the exercise of any of the powers delegated, or as to time or circumstances.
(j)
Notwithstanding any delegation under this rule, the Board may continue to exercise all or any of the powers delegated.
(k)
Where a power is exercised by a Director (either alone or with other Directors) and the exercise of the power is evidenced in writing, signed by the Director in the name of the Board or in his or her own name on behalf of the Board, then the power is to be taken to have been ‘exercised by the Board. This is so whether or not a resolution delegating the exercising of the power to the Director was in force when the power was exercised and whether or not any conditions or limitations referred to in Rule 5.7 (i) were observed by the Director exercising the powers.
(l) A committee may elect a Chairperson of its meetings.
(m)
If no such chairperson is elected by the Committee, or if at any meeting the Chairperson is not present within 5 minutes after the time appointed for the holding of the meeting, the Members present may choose one of their number to be the Chairperson of the meeting.
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(n)
A committee may meet and adjourn as it thinks proper.
(o)
Questions arising at any meeting of the committee are to be determined by a majority of votes of the Members present and in the case of an equality of votes the Chairperson has a second or casting vote.
5.8 Duties and Powers of the Board
(a)
The business and operations of the Society are to be managed and controlled by the Board. For that purpose the Board, except as otherwise provided in these Rules or the Act, may exercise the functions of the Society as if they had been expressly conferred on the Board by a General Meeting of the Society. The powers of the Board are subject to any restrictions imposed by the Rules.
(b)
Every Director carrying on the business and operations of the Society pursuant to a resolution duly passed by the Board does so as an agent of the Society.
(c)
The Directors are to receive such remuneration for their services as is determined at an Annual General Meeting and reimbursement of all expenses necessarily incurred by them in carrying out the business of the Society.
(d)
The Board must from time to time appoint a Director or Member or other suitable person to be Secretary of the Society. He or she is to attend all General Meetings and meetings of the Board.
(e)
The Board must cause the Secretary to record and keep, within one month of the meetings, minutes of General Meetings and Board meetings and the minutes of the meetings must include a record of:
(i)
all appointments of officers and employees made by the Directors;
(ii)
the names of the persons present at each meeting;
(iii)
all resolutions and proceedings of each meeting; and
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(iv) the name of any Director elected at a General Meeting.
(f) Subject to the Act, the Society must cause to be prepared and must at least 14 days before an Annual General Meeting lodge with the Registrar and make available at the registered office of the Society for inspection by a Member at any reasonable time a copy of:
(i) the accounts and any group accounts; (ii) the prescribed information in relation to each fund of the Society; (iii) the Directors’ Statement; (iv) the Directors’ Report; (v) the Auditor’s Report; and (vi) the latest Actuary’s Report. (g) The Board must ensure that the notice of the General Meeting is sent to every person who is entitled to notice under these Rules. The notice must include a statement that the documents specified in Rule 5.8 (9 will be available at the meeting and are available for inspection at the registered office of the Society before that meeting. (h) It is the responsibility of each Director to take reasonable precautions to ensure that any subsidiary of the Society carries on only those activities provided for in these Rules or the Memorandum and Articles of Association of the subsidiary. (i) The Board must cause to be prepared and forwarded to the Registrar all returns or notices required by the Act or Regulations.
(j)
The Board must cause to be prepared and kept such registers, records, accounts, entries, statements, reports and other documents as are prescribed by the Act or Regulations in the manner prescribed.
(k)
The Board must keep at the registered office of the Society and open at all reasonable hours to inspection
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by any Member, a copy of the Act and Regulations
and a copy of the Rules of the Society.
5.9 Appointment and Removal of Officers
(a)
Without prejudice to the general powers conferred on the Board by the Act or these Rules, the Board has power to appoint and at its discretion remove or suspend officers, Members of staff and to fix their powers, duties and remuneration. The Board may delegate its powers of appointment, suspension, removal and fixing of duties and remuneration.
(b)
The Board has the power to appoint, remove or suspend agents of the Society for any of the purposes of the Society and to fix the remuneration of agents.
5.10 Indemnity of Officers
The Society must indemnify its Directors, Secretary, Executive Officer and employees and any other person within the definition of "officer" in section 3 of the Act against any liability that is incurred by the officer or employee in the proper performance of his or her duties or in defending any proceedings whether civil or criminal in which Judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in relation to any proceedings of that kind in which relief is under the Act granted to him or her by the Court.
5.11 Insurance
(a) The Society must obtain and maintain in force:
(i)
adequate fidelity insurance to cover the Society against misuse or misappropriation of the money of the Society by an officer or employee who has charge of the money;
(ii)
such insurance as it must from time to time determine as appropriate to cover the risk of loss or damage to any property, or security held by the Society and any liability to third parties, by reason of fire, accident or otherwise; and
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(iii) compulsory professional indemnity insurance
on behalf of any officer.
6. MEETINGS
6.1 Annual General Meetings
(a) A General Meeting of the Society to be known as the "Annual General Meeting" must be held each year at such time (being within 5 months after the close of its financial year) and at such place within New South Wales as the Board appoints. (b) The ordinary business of the Annual General Meeting is:
(i) to approve and adopt as a correct record, the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting; and (ii) to receive from the Board, Auditors, the Society’s Actuary or any Officers of the Society, reports upon the transactions of the Society and (iii) to elect Directors; and (iv) to determine the remuneration of the Directors, the Executive Officer and the Secretary. (c) The Annual General Meeting may transact special business of which notice is given in accordance with these Rules. 6.2 Special General Meetings
(a)
The Board may, whenever it thinks fit, convene a Special General Meeting of the Society.
(b)
The Board must, on requisition of not less than one-tenth of the Members of 20 of them, whichever is the lesser, convene a Special General Meeting.
(c)
A requisition for a Special General Meeting must state the objects of the meeting and must be signed by all requisitionists and deposited at the registered
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office of the Society, and may consist of several documents in like form, each signed by one or more of the requisitionists.
(d)
If the Board does not proceed to cause a Special General Meeting to be held within 21 days from the date on which a proper requisition was deposited at the registered office, the requisitionists, or any one of them, may convene the meeting, but any meeting so convened must not be held after 3 months from the date of the deposit of the requisition.
(e)
Any Special General Meeting convened by the requisitionists pursuant to these Rules must be convened in the same manner as nearly as possible as that in which those meetings are convened by the Board, and all reasonable expense incurred in so convening the meeting must be refunded by the Society to the persons who incurred the expense. Any sum repaid in this way must be deducted by the Society out of any sums due or to become due to the Directors from the Society (as fees or other remuneration) for their services.
6.3 Notice of General Meeting
(a)
At least 14 days notice (exclusive of the day on which the notice is served or taken to be served, but inclusive the day of the meeting of which notice is given), must be given of any General Meeting in the manner prescribed by these Rules to such persons as are, under these Rules, entitled to received the notices from the Society. The notice must specify the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business. The non-receipt of the notice by any Member does not invalidate the proceedings of the General Meeting. However, a Special General Meeting may be called at short notice at the discretion of the Board.
(b)
Any Member having a resolution to submit to a General Meeting must give written notice of the
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resolution to the Society not less than 21 days before
the date of the meeting.
(c)
The Board must have inserted in any notice convening a General Meeting any business which a Member has notified his or her intention to move if that notification has been made in accordance with these Rules.
6.4 Proceedings at General Meeting (a)
All business is to be taken to be special with the exception of that specifically referred to in these Rules as being ordinary business of the Annual General Meeting.
(b)
No item of business may be transacted at any General Meeting unless a quorum of 8 Members, being Members entitled to be present and vote, are present at the time when the meeting is considering that item of business.
(c)
The Chairperson, if any, of the Board is to preside as Chairperson at every General Meeting of the Society.
(d)
If there is no such Chairperson, of if at any meeting he or she is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as Chairperson, then the Members present must choose someone from their number to be Chairperson (until such time as the Chairperson attends and is willing to act).
(e)
The Chairperson may, with the consent of any meeting at which a quorum is present (and must if so directed by the meeting) adjourn the meeting from time to time and from place to glace. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with Rule 6.3 (a). Apart from this it is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting.
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(f)
At any General Meeting every question for decision by the meeting is, except where these Rules provide otherwise, to be determined by a majority of of Members present in person. A declaration by the Chairperson that a resolution has, on a show of hands, been carried by a majority or lost is prima facie evidence of the fact.
(g)
A poll may be demanded by at least 5 Members present in person and eligible to vote on the resolution. If a poll is duly demanded it must be taken in such manner as the Chairperson of the meeting directs and the result of the poll are to be taken to be the resolution of the meeting at which the poll was demanded.
(h)
A poll demanded on the election of the Chairperson of the meeting, or on a question of an adjournment must be taken immediately. A poll demanded on any other question must be taken at a time directed by the Chairperson of the meeting.
6.5 Members
Subject to Section 14 of the Act, each person who is a contributor to a benefit fund of the Society or is an honorary Member of the Society is a Member of the Society.
6.6 Voting by Members
(a)
Each Member present in person at any meeting has one equal vote.
(b)
In the event of an equality of votes whether on a show of hands or on a poll, the Chairperson has a second or a casting vote.
6.7 Special Resolution
In accordance with Section 3 of the Act, a Special Resolution means a resolution passed at a duly convened General Meeting of the Society
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(a)
on a motion of which notice has been given in the notice convening the meeting and in accordance with the Rules of the Society and
(b)
in favour of which there were no fewer than two-thirds of the votes properly cast on the motion.
6.8 Ordinary Resolution An Ordinary Resolution is a resolution which is passed by a simple majority of votes properly cast at any General Meeting of the Society. 7. FINANCIAL MANAGEMENT
7.1 Financial Year The Financial Year of the Society ends on 30 June in each year.
7.2 Banking
(a)
The Board must cause to be established such a bank account, or such bank accounts, in the name of the Society as it considers appropriate for the conduct of the Society’s business.
(b)
All money received by the Society, or any officer or agent on behalf of the Society, must be deposited to the credit of the Society’s bank account as soon as possible after receipt.
(c)
All cheques drawn on the bank accounts and all drafts, bills of exchange, promissory notes and other negotiable instruments for and on behalf of the Society must be signed by 2 directors or by any 2 persons authorised by the Board.
7.3 Audit
(a)
One or more auditors must be appointed and are to hold office, to be remunerated, to be removed or to have duties and responsibilities as provided in these Rules and in the Regulations.
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(b)
Within 1 month after the date on which the Society is registered, the Directors must appoint an auditor of the Society, unless the Society at a general meeting has already appointed an auditor. An auditor appointed under this clause holds office until the first Annual General Meeting of the Society.
(c)
The Society must at its first Annual General Meeting appoint an auditor of the Society. At each subsequent Annual General Meeting, if there is a vacancy in the office of the auditor, the Society must appoint an auditor to fill the vacancy.
(d)
An auditor appointed under 7.3(c) of these Rules is to hold office until death or removal or resignation from office or until ceasing to be capable of acting as auditor in accordance with Section 40(4) of the Act or the regulations relating to the auditing of accounts and accounting records.
(e)
The Board must fill any casual vacancy in the office of auditor within 1 month of the vacancy occurring, unless the Society at a General Meeting has already appointed an auditor to fill the vacancy. While the vacancy in the office of the auditor continues, the surviving or continuing auditor or auditors (if any) may act.
(f)
The Society or the Board must not appoint as auditor a person who has not consented in writing to the appointment or who has withdrawn such a consent.
(g)
A person is not qualified to be appointed auditor of the Society if:
(i) the person is not a registered company auditor; (ii)
the person, or a corporation in which the person is a substantial shareholder, is indebted to the Society (or to a subsidiary corporation of the Society) for an amount exceeding $5,000; or
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(iii) the person is:
(A) an officer of the Society; or
(B) a partner, employer or employee of anofficer of the Society; or
(C) a partner of an employee of an officer of
the Society or
(D) an employee of an employee of an
employee of an officer of the Society.
(h) All reasonable fees and expenses of the auditor are payable by the Society. (i) The Board must enable the auditor to have access to all books, accounts, vouchers, securities and documents of the Society and to be furnished with such information and explanation by the Directors or any other officers as may be necessary for the performance of the duties of the auditor.
(j)
The auditor of a Society is entitled to attend any General Meeting of the Society and to receive all notices of and other communications relating to any General Meeting which any Member of the Society is entitled to receive. The auditor is also entitled to be heard, at any General Meeting which he or she attends, on any part of the business of the meeting which concerns him or her as auditor.
(k)
The auditor of the Society may be removed from office by resolution at a General Meeting. Notice of that resolution must be given to the auditor at least 28 days before the meeting at which the removal resolution is to be put. A copy of that notice must be lodged with the Registrar at least 28 days before the meeting.
(l)
The auditor may, within 7 day; after receiving the notice, make written representations about his or her removal to the Society, a copy of which is to be forwarded to the Registrar.
(m)
If the auditor so requests, a copy of those representations must be sent to every Member before
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the meeting at which the removal resolution is to be
put.
(n)
If the auditor so requests, he or she must be heard at the meeting considering his or her removal.
(o)
An auditor may, by written notice given to the Society, resign from office after notifying the Registrar in writing and receiving the consent of the Registrar to his or her resignation.
(p)
A notice of the removal or resignation of the auditor must be lodged with the Registrar within 14 days after the removal or resignation of the auditor.
7.4 Actuary
(a) The Society must, in accordance with Section 45 of the Act, appoint a person as an actuary to the Society for a specified fund of the Society. (b) A person who:
(i) consents in writing to being appointed as actuary to the Society; (ii) acts as actuary to the Society; or (iii) prepares a report that is required by the Act to be prepared by an actuary to a friendly society, must be qualified in accordance with Section 45 of the
Act.(c) The Society must:
(i) notify the Registrar of the name and business address of a person appointed as actuary to the Society within 1 month after that appointment; and (ii) appoint a person as actuary within 1 month after a vacancy occurs in the office of the actuary to the Society. (d) A person continues in office as actuary to the Society until:
(i)
the person ceases to be qualified under Section 45 of the Act; or
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(ii) the person resigns in writing with the prior consent of the Registrar; or
(iii) a Special Resolution which removes the person from office is passed at a meeting of the Society at which the person has been given an opportunity to be heard.
7.5 Application of Funds
The funds of the Society must be applied in carrying out the objects of the Society in accordance with the Act and these Rules. All money received or paid on account of any particular fund or benefit must be entered in a separate account and, except as allowed by the Act, the money belonging to any fund or benefit must not be used for the purpose of any other fund or benefit.
7.6 Winding Up Any surplus on a winding up must, subject to any other claims at law, be vested in [Insert name] Friendly Society. (Alternative - [Insert name] association being an association registered under the Act). 8. INVESTMENT OF FUNDS
8.1 Authorised Investments The Society may, subject to Section 56 of the Act, invest its funds in any of the following ways:
(a)
as provided by the Trustee Act 1925 for the investment of trust funds except that, in the case of a loan referred to in Section 18 of that Act, the maximum amount may be calculated in accordance with the regulations instead of as required by that Section;
(b) by way of a loan to a subsidiary of the Society;
(c)
by way of a loan secured by a debenture charged on the property of a friendly society, an association or a union of associations;
(d)
by way of a loan secured by a debenture charged on the property of a society registered under the
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Co-operation Act 1923, a credit union registered under the Credit Union Act 1969, an association registered under either of those Acts or a union of associations so registered;
(e)
by deposit with a society registered under the Co-operation Act 1923, a credit union registered under the Credit Union Act 1969, an association registered under either of those Acts or a union of associations so registered;
(f)
by way of a loan to a Member of the Society on the security of the interest of the Member in the Society;
(g)
in securities that are listed on the official list of a stock exchange in Australia and meet the guidelines prescribed by the Regulations;
(h) as provided by the Regulations.
8.2 Loans and Advances
(a)
Each applicant for a loan over real property pursuant to Rule 8.1 (a) must complete and lodge an application in the form approved by the Board. The applicant must pay any fees required by the Board and provide any material that is necessary to enable a valuation of the property to be made and the title of the property to be investigated.
(b)
The Board in making an advance may impose such conditions regarding the terms of the advance and the repayment of the advance as it considers necessary and may without limiting the generality of the foregoing impose all or any of the following conditions:
(i)
that a guarantor acceptable to the Board guarantee the borrower’s advance;
(ii)
that the borrower effect a life assurance policy or benefit for such amount as the Board may require, the proceeds of which may be applied towards repayment of the advance;
(iii)
that a policy of mortgage insurance of the advance be effected at the expense of the borrower in accordance with Rule 8.3;
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(iv) that such other collateral or other security as it may consider appropriate and sufficient be given.
If an advance is to be secured on a mortgage of real estate, the Board may require a survey of the land to be made at the expense of the borrower.
The mortgage must contain such usual and other covenants as the Board considers proper and necessary to secure the advance in accordance with the Rules.
The mortgage must secure the payment of the advance (including any further advance or advances that the Society may from time to time make) and the payment of subscriptions, levies, duties, fines, interest,
charges and other money to which a borrower is or may become liable under these Rules or the mortgage.
8.3 Mortgage Insurance
The Board as a condition of accepting real estate as a security for the advance may require that the borrower effect at his or her expense a policy of insurance of the mortgage advance with an authorised mortgage insurer.
8.4 Solicitor
The Board must arrange with one or more solicitors or firms of solicitors to act as solicitors to the Society. All reasonable fees and expenses of the solicitors are payable by the Society.
8.5 Valuer
The Society must appoint one or more registered valuers or firms of valuers (not being a Director or Officer of the Society or a subsidiary of the Society or a partner of a Director or Officer of the Society) who is engaged independently of the owner of the property to be valued to act as valuer or valuers for the Society. The registered valuers must make valuations and inspections of the properties submitted to the Society as securities for
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advances and the progress or status of any works and
improvements to such properties.
9. FUNDS
9.1 Establishment of Benefit Funds The Society must establish and maintain various benefit funds under the control and management of the Board in respect of each class of benefit issued by it.
9.2 Assignment of Benefits
(a)
An assignment of a contract for the provision of the following benefits issued by the Society may only be made in accordance with Section 61 of the Act:
(i) life insurance benefits; (ii) superannuation benefits; (iii) annuity benefits; (iv) prescribed benefits. (b)
Any Member serving on the Society an instrument of assignment in duplicate must pay the fee fixed by the Board.
9.3 Nominations by Members
(a) A Member of the Society who is at least 16 years old and who has a contract with the Society under which the Society agrees to pay any one or more of the following:
(i) life insurance benefits; (ii) superannuation benefits; (iii) annuity benefits; (iv) prescribed benefits, may nominate a person to whom any benefits that are payable on the death of the Member, not exceeding the amount fixed by the Registrar by order published in the Government Gazette in force at the time of death, are to be paid.
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(b)
Such a nomination is to be made in accordance with Section 62 of the Act and upon the form of nomination as set out in Appendix 1 to these Rules.
9.4 Surrender of Benefits
A Member who:
(a) has paid the premium of a single premium benefit; or
(b) has paid contributions for a benefit,
may on application to the Society, surrender the whole or
any part of the benefit in accordance with Section 68 of theAct.
9.5 Payment on Death of a Member
(a)
Where a Member of the Society dies and an amount not exceeding the amount prescribed by the Regulations is payable by the Society as a consequence of the death, the amount may be paid to a person who:
(i)
appears to the Society to be entitled to a grant of Probate of the will, or Letters of Administration of the estate, of the deceased; and
(ii)
gives such security as the Society may require; and
(iii)
provides such evidence as the Society may require in relation to the death and to the entitlement of the person to Probate or Letters of Administration, as the Society may require.
(b)
If the deceased Member was entitled to the equity of redemption of property mortgaged to the Society, this Rule, in accordance with Section 117 (2) of the Act, extends to any surplus, not exceeding the amount prescribed pursuant to Section 117 (1) of the Act arising on a sale by the Society as mortgagee.
(c)
The receipt of a person to whom money is paid pursuant to Section 117 of the Act and this Rule by the Society is a sufficient discharge for the Society in relation to the money paid.
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(d)
The Society on receiving satisfactory proof of the death of a Member who has made a nomination under Section 62 of the Act, must pay to the nominee any benefits that are payable on the Member’s death, providing they do not exceed any limits fixed by the Registrar.
10. OPERATION
10.1 Notices
(a)
A notice may be sent by the Society to any Member either personally or by sending it by post to him or her at the address shown as his or her address in the Register of Members.
(b)
If a notice is sent by post, it must be sent in a prepaid envelope addressed to the Member at his or her registered address and unless the contrary is proved, service is to be taken to have been effected at the time when the letter would have been delivered in the ordinary course of post.
10.2 Change of Address
If any Director or Member changes address, the Director or Member must send written notice of the change to the registered office of the Society within 7 days and the new address must be immediately entered in the appropriate register.
APPENDIX 1
NOMINATION FORM
(For completion by a Member should he or she desire that any particular life insurance, superannuation or annuity benefit payable as a result of such Member’s death, be paid subject to the Act and the Rules to a nominated person.)
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TO: THE BOARD OF DIRECTORS Pursuant to the provisions of the Friendly Societies Act 1989 and pursuant to Rule 9.5 of the above Society, I, ........................... hereby direct that upon my death my entitlement and benefits accrued on or due in respect of the .................... Fund, Polic y Certificate No. ........ to which I am entitled, be paid in the percentages indicated to each person nominated by me whose full name and address are set out hereunder:
SURNAME OF NOMINEE
FIRST NAMES OF NOMINEE
ADDRESS:
RELATIONSHIP TO MEMBER (if any):
PERCENTAGE OF BENEFIT PAYABLE TO NOMINEE:This nomination revokes all previous nominations made by me with respect to the abovementioned benefit.
DATED this day of 19 Signature of Member: ...............................................................
Address of Member: ..................................................................
Signature of Witness: .................................................................
Address of Witness: ....................................................................
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NOTE
TABLE OF PROVISIONS
PART 1 - PRELIMINARY
1. Citation
2. Commencement
3. Definitions
4. Lodgment of documents
5. Fees
PART 2 - REGISTRATION AND INCORPORATION
6. Application for registration of a friendly society
7. Advertising change of name of friendly society
8. Use of expression "friendly society" - exempt organisations
9. Application for registration of association or union of associations
10. Alteration of rules of registered organisations
PART 3 - MANAGEMENT OF FRIENDLY SOCIETIES
11. Prescribed authority for the purposes of section 26 (4) (b) of the Act
12. Loans to directors and related persons
13. Register of assignments
14. Particulars required to be included in registers
15. Appointment of actuary
16. Investigations and valuations by actuary
PART 4 - FUNDS
Division 1 - General
17. Security for loans
18. Investment of funds
19. Benefit funds limit
20. Contribution rates
21. Surrender of benefits - applicable benefits
Division 2 - Operating standards
22. Operating standards
23. Liquid assets
24. Maintenance of liquid assets by certain funds
25. Requirements for managed funds
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PART 5 - MISCELLANEOUS
26. Maximum number of advisory committee members
27. Notice by investigator to involved person
28. Allowance and expenses of involved persons
29. Application of Parts X and XI of the Companies (New South Wales) Code
30. Foreign societies
31. Dispensing with probate or letters of administration
32. Model rules
33. Transitional provision - accounts and audit
SCHEDULE 1 - FORMS
SCHEDULE 2 - FEES
SCHEDULE 3 - ALLOWANCES AND EXPENSES OF INVOLVED PERSONSSCHEDULE 4 - MODEL RULES
EXPLANATORY NOTE
The object of this Regulation is to provide for the matters to be prescribed in order to bring the Friendly Societies Act 1989 into operation, including matters relating to:
(a) the fees payable under the Act; and
(b) the registration and incorporation of friendly societies; and(c) the management of friendly societies; and
(d)
the funds of friendly societies, including the manner of their investment and the maintenance of liquid assets; and
(e)
the application of the Act to foreign societies operating in New South Wales; and
(f) the forms to be used in connection with the Act.
Provision is also made for a set of model rules that may be adopted (with or without modification) by a friendly society.
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