Friendly Societies Act 1989 (NSW)
FRIENDLY SOCIETIES ACT 1989 No. 232
NEW SOUTH WALES
TABLE OF PROVISIONS
PART 1 - PRELIMINARY
1. Short title
2. Commencement
3. Definitions
4. Application of Codes relating to companies and securities
PART 2 - OBJECTS AND FUNCTIONS
5. Objects of friendly societies
6. Principal functions of friendly society
7. Subsidiary corporations and societies
PART 3 - REGISTRATION AND INCORPORATION
Division 1 - Friendly societies
8. Application for registration of friendly society
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9. Registration and incorporation of friendly society
10. Change of name of friendly society
Use of expression "friendly society1
12. Use of name by friendly society
13. Registered office of friendly society
14. Membership of friendly society
15. Minors
16. Voting rights of members
17. Special decisions requiring postal ballot and approval of Minister
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Division 2 - Associations and unions of associations
19. Application for registration of association or union of associations
20. Registration and incorporation
21. Functions of association or union of associations
Division 3 - Rules
22. Definition
23. Rules of registered organisation24. Alteration of rules of registered organisation
PART 4 - MANAGEMENT OF FRIENDLY SOCIETIES
Division 1 - Directors and officers
25. Directors
26. Disqualification from acting as director27. Prohibition by Supreme Court against acting as director
28. Prohibition by Registrar against acting as director
29. Age of directors
30. Circumstances in which director ceases to hold office
31. Management contracts
32. Disclosure of interest33. Duties and liabilities of officers and employees
34. Loans to directors and related persons
35. Liability of, and indemnity for, officers and employees
36. Fidelity insurance
37. Meetings
Division 2 - Records
38. Registers
39. Minute books
Division 3 - Accounts and audit 40. Keeping and auditing of accounts of friendly society and subsidiaries
41. Reports by auditor
42 Liability of, and indemnity for, auditors
43. Qualified privilege in proceedings for defamation
44. Preparation for annual general meeting
Division 4 - Actuarial valuations
45. Appointment of actuary
46. Vacation of office of actuary47. Investigations and valuations by actuary
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50. Obstruction of actuary
51. Reports by actuary
52 Liability of actuaries
53. Qualified privilege in proceedings for defamation
PART 5 - FUNDS
Division 1 - Raising and investment of funds
54. Raising of funds
55. Security for loans
56. Investment of funds
57. Directors of friendly society responsible for subsidiaries
Division 2 - Benefit funds
58. Establishment of benefit fund
59. Payments to and from benefit funds
60. Directions by Registrar
Division 3 - Benefits
61. Assignment of benefits
62 Payment to nominee of deceased member
63. Payment on death of child under 10
Division 4 - Actuarial certification of contribution rates
64. Exemptions
65. Contribution rates
66. Commissions or rebates in respect of benefits
Division 5 - Surrender and alteration of benefits
67. Definitions
68. Surrender of benefit
69. Alteration of benefit
Division 6 - Operating standards
70. Definitions
Operating standards may be prescribed
72 Failure to maintain operating standards
73. Information or report for Registrar
PART 6 - TRANSFER OF ENGAGEMENTS AND AMALGAMATION OF
SOCIETIES
Division 1 - Transfer of engagements
74. Society may transfer engagements
75. Registrar may direct transfer of engagements
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76. Registrar's duties on transfer of engagements
Division 2 - Amalgamation of societies
77. Societies may amalgamate
78. Notice of proposed amalgamation to be published
79. Foreign society may amalgamate with other societies
80. Registration of amalgamated society
Division 3 - General
81. Definitions
82. Consequences of transfers of engagements and amalgamations
83. Obligations of officers
PART 7 - ADMINISTRATION
Division 1 - The Registrar
84. Registrar and Deputy Registrar
85. Extension or abridgement of time
Division 2 - Friendly Societies Advisory Committee
86. Constitution of Advisory Committee
87. Functions of Advisory Committee
Division 3 - Inspectors
88. Appointment and functions of inspectors
Division 4 - Investigations
89. Definitions
90. Appointment of investigators
91. Powers of investigators
92 Examination of involved person
93. Privileged communications 94. Offences by involved person
95. Offences relating to documents
96. Record of examination
97. Report of investigator
98. Proceedings following inquiry99. Admission of investigator's report as evidence
100. Costs of inquiry
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PART 8 - APPOINTMENT OF ADMINISTRATOR AND SUSPENSION OF
OPERATIONS
Division 1 - Appointment and functions of administrator
101. Registrar may appoint administrator of friendly society
102 Effect of appointment of administrator
103. Protection against liability
104. Termination of appointment of administrator
Division 2 - Suspension of operations of friendly society
105. Direction to suspend operations
PART 9 - OFFICIAL MANAGEMENT AND WINDING UP
106. Application of Parts X and XI of Companies (New South Wales) Code
107. Winding up of friendly society
108. Registrar may order winding up of friendly society
109. Disposal of surplus on winding up
110. Cancellation of registration
PART 10 - GENERAL
111. Evidence
112. Registration of special resolution
113. Delegation
114. Exclusion of Insurance Act 1902
115. Advertising
116. Foreign societies
117. Dispensing with probate or letters of administration
118. Review of decision by Registrar
119. Search warrants
120. Service of documents
121. Reciprocal arrangements
| 122 Inspection of documents 123. Secrecy 124. Obstruction 125. False or misleading statements 126. Proceedings for offences |
127. Amendment of Search Warrants Act 1985 No. 37, s. 10 (Definitions)
128. Amendment of Friendly Societies Dispensaries Enabling Act 1945 No. 11, s. 2 (Dispensaries - open shops)
129. Repeals
130. Transitional provisions
131. Regulations
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SCHEDULE 1 - REPEALS
SCHEDULE 2 - RULES TO BE MADE FOR REGISTERED ORGANISATIONSSCHEDULE 3 - TRANSITIONAL PROVISIONS
FRIENDLY SOCIETIES ACT 1989 No. 232
NEW SOUTH WALES
Act No. 232, 1989
An Act to provide for the registration, incorporation and administration of friendly societies; to confer and impose functions on friendly societies and associated persons and bodies; to repeal the
| Friendly Societies Act 1912; and for other purposes. [Assented to 21 December 1989] |
Friendly Societies 1989
The Legislature of New South Wales enacts:
PART 1 - PRELIMINARY
Short title
1. Commencement
This Act may be cited as the Friendly Societies Act 1989.
2. proclamation, except as provided by this section.
(1) This Act commences on a day or days to be appointed by
(2) Section 130 and Schedule 3 commence on the date of assent
Definitions
3. (1) In this Act
"accounting records" includes:
(a)
invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry, and
(b)
any working papers and other documents that are necessary to explain the methods and calculations by which accounts are made up;
"accounts" means:
(a)
surplus and deficit accounts, including revenue accounts, management accounts and profit and loss accounts; and
(b) balance sheets; and
(c) notes (other than auditors' reports and directors' reports) that are attached to or intended to be read with any surplus
and deficit account or balance sheet;
"Advisory Committee" means the Friendly Societies Advisory
Committee constituted under section 86;
"association" means an association of friendly societies registered under section 20;
"bank" means:
(a)
a bank within the meaning of the Banking Act 1959 of the Commonwealth; or
(b)
a bank that is constituted by a law of a State or the Commonwealth;
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"benefit" means an amount payable to a member of a friendly
society, or a dependant of a member, from a fund of the society
established for the purpose of paying the benefit;
"benefit fund" means a fund, or a combined benefit fund, established by a friendly society to enable a contributor to the fund, or a dependant of a contributor
(a)
to receive the benefit or benefits for which the fund is established; and
(b) to share in any surplus in the fund;
"board" means the board of directors of a friendly society,
"business document", in relation to a friendly society, means a
document that is issued, signed or endorsed by or on behalf of the
society and is:
(a)
a business letter, statement of account, invoice or order for goods or services; or
(b)
a bill of exchange, promissory note, cheque or other negotiable instrument; or
(c) a receipt or letter of credit issued by the society,
"chairperson" means the chairperson elected by the directors of a friendly society to preside at meetings of the directors and at general meetings of the society,
"combined benefit fund" means a fund established by a friendly
society for the provision of more than one benefit;
"company" has the same meaning as it has in the Companies (New
South Wales) Code;
"corporation" has the same meaning as it has in the Companies (New
South Wales) Code;
"dependant", in relation to a member of a friendly society, means: (a) the spouse of the member, or
(b)
a person (including a former spouse of the member) who is wholly or partly financially dependant on the member when a benefit becomes payable by virtue of the membership; or
(c)
a person who, in accordance with the rules of the society, is related to the member,
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Deputy Registrar" means the Deputy Registrar of Friendly Societies
holding office under section 84;
"director", in relation to a friendly society, includes:
(a)
a person who occupies or acts in the position of a director of the society, whether or not the person is called a director and whether or not the person is validly appointed or duly authorised to act in the position; and
(b)
a person in accordance with whose directions or instructions the directors of the society are accustomed to act;
"foreign society" means:
(a)
an organisation that is registered under, or subject to, a law in force in another State, or in a Territory, that regulates organisations similar to friendly societies; or
(b)
any organisation that operates in another State, or in a Territory, and, in the opinion of the Registrar, has objects and powers similar to those of a friendly society, or
(c)
an organisation that is constituted in New South Wales and, in the opinion of the Registrar, is controlled by, or is operating in conjunction with, an organisation referred to in paragraph (a) or (b);
"friendly society" means a corporation constituted by section 9 or
Schedule 3;
"inspector" means a person employed under section 88 as an
inspector,
"investigator" means a person appointed under section 90 as an
investigator of the affairs of a friendly society,
"officer", in relation to a friendly society, means: (a) a director or secretary of the society, or
(b) a person who is concerned, or takes part, in the management of the society, whether or not as a director, or (c) a receiver, or a receiver and manager, of the property, or part of the property, of the society or (d) an administrator of the society appointed under section 101; or
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(e) a liquidator of the society,
"Official Actuary" means an actuary who:
(a) is a Fellow of The Institute of Actuaries of Australia; or
(b) is the holder for the time being of an office,and is notified as the Official Actuary by an order of the Minister that is published in the Gazette and names the actuary or specifies the office;
"registered" means registered under this Act;
"Registrar" means the Registrar of Friendly Societies holding
office under section 84;
"serve", in relation to a document, means serve by post or as
provided by the regulations;
"special resolution", in relation to a friendly society, means a
resolution passed at a duly convened general meeting of the
society:
(a) on a motion of which notice had 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 valid votes cast on the motion;
"subsidiary", in relation to a friendly society, means a corporation that would be a subsidiary for the purposes of the Companies (New South Wales) Code if the friendly society were a corporation within the meaning of that Code;
"union of associations" means a union of associations registered
under section 20.
| (2) In this Act | |
| (a) | a reference to a function includes a reference to a power, authority and duty, and |
| (b) | a reference to the exercise of a function includes, in relation to a duty, a reference to the performance of the duty. |
Application of Codes relating to companies and securities
4. (1) Except as provided by this section, the Companies (New South Wales) Code and the Securities Industry (New South Wales) Code do not apply to a friendly society.
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(2) The only provisions of the Companies (New South Wales) Code and the Securities Industry (New South Wales) Code that apply to a friendly society are provisions that
(a)
are applied to a society by this Act or by regulations made as permitted by this section; or
(b) relate to the role of a society in the formation of a company, or (c)
relate to substantial shareholdings (by or involving a society) in a company, or
(d)
confer and impose functions on a society as a member, or former member, of a corporation; or
(e)
confer or impose functions on a society in its dealings with a corporation (not being dealings in securities of the society).
(3) A friendly society may be an authorized trustee corporation as
defined in section 5 (1) of the Companies (New South Wales) Code.
(4) A regulation may apply to friendly societies, with or without
modification, a provision of the Companies (New South Wales) Code,or of the Securities Industry (New South Wales) Code, and a provision
so applied has effect in accordance with the regulatioa
(5) A regulation may not apply a provision, or a modified provision, of either of those Codes if the result would be an inconsistency with the other provisions of this Act
(6) A regulation made as permitted by this section may create an offence with a maximum penalty not exceeding the maximum penalty for the provision of the Code to which the regulation relates.
(7) This section operates in relation to an association and a union of
associations in the same way as it operates in relation to a friendly
society. PART 2 - OBJECTS AND FUNCTIONS Objects of friendly societies
5. (1) The objects of a friendly society are:
(a)
to provide health and welfare facilities and services for members and their dependants including, but not limited to, hospital, medical, dental, pharmaceutical, optical and physiotherapy benefits; and
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| (b) | to provide facilities and benefits for the relief and maintenance of members and their dependants in the case of death, sickness, disability, accident, retirement, old age and unemployment; and |
| (c) | to provide services and benefits for the education of members and their dependants; and |
| (d) | to provide funeral benefits for members and their dependants; and |
| (e) | to provide annuities, life insurance and superannuation for members and their dependants; and |
| (f) | to improve the standard of living of members; and |
(g) to promote the principles of mutual aid and co-operation; and
(h) to give effect to objects provided for under subsection (2).
(2) The rules of a society may include prescribed objects in addition
to those referred to in subsection (1). Principal functions of friendly society
6. (1) A friendly society may exercise such functions as are necessary to achieve its objects in accordance with this Act
(2) Without limiting the operation of subsection (1), a friendly society may:
| (a) | with the written approval of the Minister administering the Pharmacy Act 1964 and subject to section 27 of that Act - carry on the business of a pharmacist in open shop; or |
| (b) | if authorised by its rules to do so - provide financial or advisory services for the relief and support of members or their |
| |
| (c) | provide or manage social facilities, social functions and leisure services for members or their dependants; or |
| (d) | if authorised by its rules to do so - 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; or |
| (e) | if authorised by its rules to do so - provide insurance and re-insurance services for members or their dependants; or |
| (f) | arrange for the provision of legal services to members or their dependants; or |
Friendly Societies 1989
(g) appoint agents to act on its behalf; or
(h) act as agent for any person and receive commission as an agent for its members; or (i) enter into a joint venture with any other friendly society or foreign society, or
(j) carry out its objects and exercise its functions at any place outside New South Wales; or (k) guarantee the performance of an obligation of a subsidiary corporation or indemnify it against loss; or (1) provide management services and any other services to a credit union, a co-operative society, or a building society, with which it is associated; or
(m) exercise any other prescribed function provided for in its rules.
Subsidiary corporations and societies
(1) For the purposes of this Act, a corporation is a subsidiary of a friendly society if the society:
7.
(a)
controls the composition of the board of directors of the corporation (whether or not by the operation of this section); or
(b)
is able to cast, or to control the casting of, a majority of the maximum number of votes that might be cast at a general meeting of the corporation; or
(c)
holds more than one-half of the issued share capital of the corporation (excluding any part from which has been excluded any right to participate beyond a specified amount in a
distribution of either profits or capital).
(2) The composition of the board of directors of a corporation is to be taken to be controlled by a friendly society if the society is able, whether with or without the concurrence of some other person, to appoint or remove a majority of the directors.
(3) For the purposes of subsection(2), a friendly society is to be
taken to be able to appoint a person as a director of a corporation if:
(a) only the society can make the appointment; or
(b)
the appointment must be made because the person is a director or other officer of the society.
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(4) In determining whether a corporation is a subsidiary of a friendly society:
| (a) | the society is to be treated as not holding any shares, and as not having any powers, that are exercisable by it in a fiduciary capacity, and |
| (b) | except in the case of shares or powers in relation to which the society, or a subsidiary of the society, is concerned only in a fiduciary capacity, shares held, and powers exercisable, by a nominee of the society or subsidiary are to be treated as being held or exercisable by the society, and |
| (c) | shares held, and powers exercisable, by any person because of provisions of debentures of the corporation, or of a trust deed relating to debentures of the corporation, are to be disregarded; and |
| (d) | shares held, and powers exercisable, by a society or its nominee are to be disregarded if they are held or exercisable only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money. |
(5) In this section:
"corporation" means:
(a)
a corporation within the meaning of the Companies (New South Wales) Code; or
(b) a friendly society.
PART 3 - REGISTRATION AND INCORPORATION
Division 1 - Friendly societies
Application for registration of friendly society
(1) Before application may be made for registration of a friendly
society, a meeting must be held and there must be presented to the
meeting in writing:
8.
(a) a statement of the proposed objects of the society, and
| (b) | a business plan showing how it is proposed to achieve those objects; and |
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(c) the proposed rules of the society.
(2) Application for registration of the friendly society may not be
made unless at the meeting (or at a subsequent or adjourned meeting)
the appropriate number of persons 18 years of age or olden
(a) approved the proposed rules with or without amendment; and
(b) completed applications for membership; and
(c) elected the persons to be proposed as the first directors of the society. (3) Application for registration of the friendly society must be made in the prescribed form and must be lodged with the Registrar not later than 2 months after closure of the meeting or within such extended period as the Registrar may allow.
(4) The application must be signed by the appropriate number of persons who attended the meeting and must be accompanied by.
(a)
2 copies of the proposed rules signed and certified by those who acted as chairperson and secretary at the meeting; and
(b)
a copy, so signed and certified, of the business plan presented to the meeting; and
(c) any other prescribed particulars; and
(d) the prescribed fee.
(5) In this section:"appropriate number" means:
(a) at least 100; or
(b)
if the Registrar, before or after the meeting, approves a lower number - at least the number approved by the
Registrar,
"person" does not include a corporation.
Registration and incorporation of friendly society
9. (1) The Registrar may, on application being made for registration of a friendly society:
(a) register the friendly society, or
(b) refer the application to the Advisory Committee.(2) The Registrar must register a friendly society if the application
for registration has not been referred to the Advisory Committee and
the Registrar is satisfied that
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| (a) | except in so far as it operates a dispensary, the society will operate principally for the benefit of its members and their dependants; and |
| (b) | the society will offer a range of benefits to its members and their dependants, whether or not in the case of a dispensary they are offered to others; and |
| (c) | the rules submitted are not inconsistent with this Act and may reasonably be approved; and |
| (d) | there are reasonable grounds for believing that the society, if registered, would be successful in achieving its objects; and |
| (e) | the requirements of this Act have been complied with and compliance is likely to continue; and |
| (f) | there is no reasonable cause for refusing registratioa |
(3) If an application for registration of a friendly society is referred to the Advisory Committee, the Registrar must
| (a) | register the society if the Advisory Committee recommends registration; or |
| (b) | refuse registration if the Advisory Committee recommends refusal. |
(4) The Advisory Committee may recommend refusal if it is of the opinion that the society:
(a) would not be a genuine friendly society, or
| (b) | is not designed or intended to serve fairly the interests of its members; or |
| (c) | proposes to operate in an area in which the benefits that it is designed to provide are adequately provided for by an existing |
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(5) A registered friendly society is a corporation with a corporate name that
(a) includes the words "Friendly Society"; and
(b) is approved by the Registrar.
(6) On registering a friendly society, the Registrar is to issue it with
a certificate of incorporation that specifies as the name of the society
the name approved by the Registrar.
(7) A member of a friendly society is not, as such a member, under any personal liability to a creditor of the incorporated society.
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Change of name of friendly society
(1) A friendly society may, with the approval of the Registrar, change its name by special resolution.
10.
(2) A change of name does not take effect until:
(a)
the Registrar has noted the change on the certificate of incorporation of the society, or
(b)
the certificate of incorporation is surrendered to the Registrar and a replacement certificate of incorporation is issued in the new name.
(3) A change of name of a friendly society does not affect
(a) its identity, or
(b) the exercise of any rights, or the enforcement of any obligations, by or against the society or any person; or (c) the continuation of any legal proceedings by or against the society. (4) Any legal proceedings that might have been continued or commenced by or against the society in its former name may be continued or commenced by or against the society in its new name.
(5) A change of name must be advertised as prescribed.
Use of expression "friendly society"
11. (1) A corporation that uses the words "friendly society" or
"friendly societies" in any form in its name is guilty of an offence unless
it is exempted by subsection (3).
Maximum penalty 100 penalty units.
(2) If an unincorporated organisation uses the words "friendly society" or "friendly societies" in any form in its name, each member of the controlling body of the organisation is guilty of an offence unless the organisation is exempted by subsection (3).
Maximum penalty 50 penalty units.
(3) A corporation or unincorporated organisation is exempt from
the operation of subsections (1) and (2) if:
(a) it is a friendly society registered under this Act; or
(b)
it is The Friendly Societies' Association of New South Wales or the Friendly Societies Dispensaries and Pharmacies Association of N.S.W.; or
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| (c) | it is a foreign society carrying on business in the State with the approval of the Registrar given under section 116; or |
| (d) | it is exempted by the regulations from the operation of those subsections and complies with any conditions to which the exemption is made subject |
Use of name by friendly society
12. (1) A director of a friendly society who knowingly authorises or
permits:
| (a) | the use of a seal of the society on which the name of the society does not appear, or |
| (b) | the issue by or on behalf of the society of a business document that does not bear the name of the society, or |
| (c) | the carrying on of the business of the society at a place at which the name of the society is not publicly and conspicuously displayed, |
is guilty of an offence.
Maximum penalty: 5 penalty units.
(2) A director of a friendly society who knowingly authorises or
permits anything to be done by the society in a name other than:
(a) its registered name; or
| (b) | a business name approved in writing by the Registrar and registered under the Business Names Act 1962, |
is guilty of an offence.
Maximum penalty: 5 penalty units.
| (3) If: | |
(a) | the Registrar, in approving a business name for a friendly society, imposes a condition on its use; and |
(b) | a director of the society knowingly authorises or permits the society to use the business name in breach of the condition, |
the director is guilty of an offence.
Maximum penalty: 5 penalty units.
Registered office of friendly society
13. (1) A friendly society must have a registered office and the rules of the society must state the address at which the registered office is located.
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(2) A friendly society must, at the premises of its registered office, publicly and conspicuously display a notice stating the name of the society and identifying the premises as its registered office.
(3) Not later than 14 days after changing the address of its registered office, a friendly society must give the Registrar written notice of the new address.
(4) If a friendly society contravenes a provision of this section, a director of the society who has not taken reasonable precautions aimed at preventing such a contravention is guilty of an offence.
Maximum penalty - subsection (4): 5 penalty units.
Membership of friendly society
(1) On the registration of a friendly society, the persons who
signed the application for registration become members of the society.
(2) Other persons (corporations excepted) may be admitted as
14.
members of the society as provided by its rules.
(3) If 2 or more friendly societies are amalgamated, the members of the amalgamated society are:
(a) the members of the amalgamating societies; and
(b)
other persons admitted as members of the amalgamated society in accordance with its rules.
Minors
(1) A person who is younger than 16 may, with the written consent of his or her parents or guardian, enter into a contract for the provision of benefits by a friendly society or accept an assignment of
15.
such a contract (2) A person who is 16 or older, but younger than 18, may enter into a contract for the provision of benefits by a friendly society or accept an assignment of such a contract
(3) A person who is 16 or older, but younger than 18, may, with the written consent of his or her parents or guardian, assign, discharge, surrender, or give security over, a contract for the provision of benefits by a friendly society.
(4) Except as provided by subsection (3), a person who is 16 or older,
but younger than 18, has the same powers and privileges in relation to
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a contract for the provision of benefits by a friendly society as a person
who is 18 or older.
Voting rights of members
(1) The voting rights of the members of a friendly society that was registered under the Friendly Societies Act 1912 immediately before its repeal are such as are from time to time conferred by the rules of the society.
16.
(2) In the case of any other friendly society, the votes of the members voting on any matter relating to the society are all equal in value.
(3) This section does not prevent a society from limiting to members
of a fund of the society the right to vote on matters relating to the fund.
Special decisions requiring postal ballot and approval of Minister
17. (1) In this section:
"special decision" means a decision by a friendly society
(a)
to apply for registration as a co-operative society under the Co-operation Act 1923; or
(b)
to be wound up otherwise than at the direction of the Registrar, or
(c)
to wind up a benefit fund otherwise than at the direction of the Registrar, or
(d)
to cease to carry on the business of a pharmacist in open shop.
(2) A friendly society may not give effect to a special decision unless:
| (a) | it is made by means of a postal ballot of its members conducted |
| |
| (b) | it is approved by the Minister under section 18 after reference of the decision to the Advisory Committee. |
(3) The society must, in addition to any other material that may be
required in connection with a postal ballot on a special decision, send
to each member a statement approved by the Registrar concerning:
| (a) | the financial position of the society if the decision would be to wind up the society or, if the decision would be for the winding up of a fund, the financial position of the fund; and |
Friendly Societies 1989
(b)
the interests of the directors in the proposal, including any interests in another organisation concerned in the proposal; and
(c)
any compensation or consideration to be paid to officers or members of the society in connection with the decision; and
(d) such other matters as the Registrar directs.
(4) If required by the Registrar, there must be sent with thestatement a report that is made by an independent person approved by the Registrar and relates to such matters as the Registrar directs.
(5) On the declaration by the returning officer of the result of the ballot, the secretary of the society must make in the minute book kept for general meetings of the society an entry showing:
(a)
the number of formal votes cast in favour of the special decision; and
(b)
the number of formal votes cast against the special decision; and
(c) the number of informal votes cast
(6) A special decision is made by a friendly society only if at leastthree-quarters of the formal votes cast in the postal ballot are in its favour and, if it is approved, the secretary of the society must, within 10 days after the declaration of the result, lodge with the Registrar a copy signed by the secretary of the entry in the minute book.
(7) Compliance by a society with a provision of this section is not required if the Minister so directs by written order.
Special decisions - functions of Advisory Committee and Minister
(1) If a friendly society applies to the Minister for approval of a special decision of the society made under section 17, the Minister must, before deciding whether or not to give the approval, refer the special decision to the Advisory Committee for consideration.
18.
(2) In considering a special decision referred to it, the Advisory Committee must take into account
(a)
the interests of the members of the society or of a class of those members; and
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(b) the interests of members of societies generally, and
(c) the interests of mutual aid and co-operatioa
(3) After considering a special decision, the Advisory Committee
must
(a) recommend to the Minister that the decision be approved; or
(b) refuse to make any recommendation to the Minister.
(4) If the Advisory Committee refuses to make a recommendation
to the Minister
| (a) | it must give written notice of the refusal to the Minister and the friendly society, and |
| (b) | the society may, within 14 days after receiving the notice, make representations to the Minister in relation to the refusal. |
(5) If the Advisory Committee does not within a reasonable time make, or refuse to make, a recommendation, the Minister may consider the matter without waiting for action by the Advisory Committee.
(6) After considering a special decision of a friendly society and any recommendation of the Advisory Committee, the Minister may approve, or refuse to approve, the special decision.
(7) The Minister is not bound by a recommendation of the Advisory Committee.
(8) In deciding whether to approve, or to refuse to approve, a special decision of a friendly society, the Minister is to have regard to:
| (a) | any adverse affect the decision would have on a significant number of members of the society, and |
| (b) the public interest; and |
(c) any other matter the Minister considers to be relevant
Division 2 - Associations and unions of associations
Application for registration of association or union of associations
19. (1) There may be registered under this Division:
| (a) | an association of friendly societies having as its members 2 or more friendly societies; or |
| (b) | a union of associations having as its members 2 or more associations of friendly societies. |
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(2) Before an application for registration under this Division may be made, a meeting must be held at which each friendly society proposing to form the association, or each association proposing to form the union, must be represented by at least 2 persons.
(3) There must be presented to the meeting, in writing:
(a) the proposed objects of the association or union; and
(b)
the reasons for believing that, if registered, it would be able to achieve its objects; and
(c) the proposed rules of the association or union.
(4) Application for registration of the association or union may notbe made unless at the meeting (or at a subsequent or adjourned meeting) 2 representatives of each society proposing to form the association, or of each association proposing to form the union:
(a) approved the proposed rules with or without amendment; and
(b) completed on behalf of the society or association they represented an application for membership of the association or union; and (c) elected the persons to be proposed as the first directors of the association or union. (5) Application for registration of the association or union must be made in the prescribed form and must be lodged with the Registrar not later than 2 months after closure of the meeting or within such extended period as the Registrar may allow.
(6) The application must be accompanied by.
(a) a statutory declaration by those who acted as chairperson and
this section in relation to the meeting were complied with; and secretary at the meeting to the effect that the requirements of (b) a copy of the statement of objects presented to the meeting; and (c)
2 copies of the proposed rules of the association or union signed by at least 1 representative of each society or association desiring membership; and
(d)
a list containing the full name, address and occupation of each person elected as a director of the association or union and the name of the society or association of which he or she is a representative; and
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(e) the prescribed fee.
Registration and incorporation
(1) The Registrar must, on application, register an association or union of associations if satisfied that:
20.
| (a) | the association or union has been formed in accordance with this Act; and |
| (b) | the rules submitted are not inconsistent with this Act and may reasonably be approved; and |
| (c) | there are reasonable grounds for believing that the association or union, if registered, would be successful in achieving its objects; and |
(d) there is no reasonable cause for refusing registration.
(2) A registered association, or a registered union of associations, is
a corporation with a corporate name approved by the Registrar.
(3) On registering an association or union, the Registrar is to issue it with a certificate of incorporation that specifies as the name of the association or union the name approved by the Registrar.
Functions of association or union of associations
(1) An association or union of associations has the functions conferred or imposed on it by or under this Act and by its rules.
21.
(2) If authorised by its rules to do so, an association or union of associations may.
| (a) | obtain a loan or other financial accommodation in order to achieve any of its objects; or |
| (b) receive money on deposit; or | |
| (c) | enter into, and give effect to, a contract (including a guarantee) or arrangement for the provision of services to its members. |
(3) If authorised by its rules to do so, but subject to any regulations relating to liquidity, an association or union of associations may lend money to its members.
(4) An association or union of associations may exercise its functions outside New South Wales.
(5) An association or union of associations must not borrow money from a source outside Australia unless:
Friendly Societies 1989
(a) the money is repayable as a fixed amount of Australian currency, or (b) the association or union has entered into a foreign exchange forward hedge contract as a hedge against any currency exchange loss that might be incurred in repaying the loan or paying interest on the loan; or (c) it has taken such other measures as may be provided by the regulations. (6) With such modifications as may be provided by the regulations, the provisions of sections 147 and 151, and of Division 9 of Part IV, of the Companies (New South Wales) Code apply to a mortgage or charge given by an association or union of associations and so apply as if:
(a)
a reference in those provisions to a company were a reference to an association or union of associations; and
(b)
a reference in those provisions to the Commission were a reference to the Registrar.
(7) Subsection (6) does not apply to:
(a)
a mortgage, charge, or encumbrance that is over specific land and is registered under the Real Property Act 1900 or Division 1 of Part 23 of the Conveyancing Act 1919; or
(b)
a mortgage, charge or encumbrance over a specific lease, claim or tenement under the laws relating to mining.
(8) If an association or union of associations contravenes subsection
(5), a director of the association or union who had not takenreasonable precautions aimed at preventing such a contravention is
guilty of an offence.
Maximum penalty: 100 penalty units. (9) Regulations may be made for or with respect to:
(a)
the holding of assets of an association, or of a union of associations, as liquid assets; or
(b)
determination of the value of assets of an association or of a union of associations; or
(c)
other matters relating to liquid assets of an association or of a union of associations.
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Division 3 - Rules
Definition
22. In this Division:
"registered organisation" means:
(a) a friendly society, or
(b) an association; or(c) a union of associations.
Rules of registered organisation
(1) The rules of a registered organisation must provide for the matters specified in Schedule 2 and for any other matters that the Registrar may from time to time require by written notice to the organisation.
23.
(2) The rules of a registered organisation have effect as a contract that is executed under seal and requires:
(a) the organisation; and
(b) each member of the organisation; and
(c)
each person claiming through the organisation or a member of the organisation,
to observe the rules.
(3) This section does not limit the matters in respect of which provision may be made by the rules of a registered organisation.
Alteration of rules of registered organisation
| 24. (1) A proposed alteration of the rules of a registered organisation is ineffective unless: |
(a)
it is made by special resolution of the members or in accordance with subsection (2); and
(b)
it is not inconsistent with this Act or the regulations or with any other Act or any law, and
(c) it is certified and registered as prescribed.
(2) A proposed alteration may be made by resolution of the
directors of the registered organisation if:
(a)
the alteration is authorised or required by or under this Act or any other Act or any law, or
Friendly Societies 1989
(b) the Registrar is satisfied that approval of the alteration by the members of the organisation is not necessary and alteration by the directors would be appropriate. (3) If the Registrar does not refer an application for registration of an alteration to the Advisory Committee and is satisfied:
(a) that approval of the application would be reasonable; and
(b)
that, except for certification and registration, the proposed alteration is not ineffective as provided by subsection (1); and
(c)
that there is no reasonable cause why the alteration should not be registered,
the Registrar must certify and register the alteration as prescribed.
(4) The Registrar may refer to the Advisory Committee an application for alteration of the rules of a registered organisation and the Advisory Committee may(a) recommend registration of the alteration; or
(b) if of the opinion that the alteration would not be in the best interests of the members of the organisation - recommend that registration be refused. (5) The Registrar must give effect to the recommendation of the Advisory Committee.
(6) If the rules of a registered organisation are altered, it must give written notice of the alteration to its members as soon as practicable before, but not later than, the date on which notice is given of the annual general meeting of the organisation that next succeeds the altera tioa
of the organisation who had not taken reasonable precautions aimed (7) If a registered organisation contravenes subsection (6), a director at preventing such a contravention is guilty of an offence.
Maximum penalty - subsection (7): 10 penalty units.
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PART 4 - MANAGEMENT OF FRIENDLY SOCIETIES
Division 1 - Directors and officers
Directors
(1) The business and operations of a friendly society are to be
managed and controlled by a board of at least 5 directors each of whom
is a member of the society.
25.
(2) The directors must elect one of their number as the chairperson to preside at meetings of the directors and general meetings of the society.
(3) Subject to any restrictions imposed by this Act or by the rules of the society, the board may exercise the functions of the society as if they had been conferred or imposed by a general meeting of the society.
(4) The directors must meet
(a) as often as is necessary for the proper and effective conduct of the business of the society, and (b) in any case, but without limiting the operation of paragraph (a), at least once every 3 months.
(5) A director carrying on the business and operations of a society in accordance with a resolution of the board does so as agent of the society.
(6) A defect in the qualifications or appointment of a director does not invalidate anything done by the director before discovery of the defect
| Disqualification from acting as director |
26. (1) In this section:
"convicted person" means a person who, within or outside the State:
(a)
has been convicted of an offence referred to in section 227 (2) of the Companies (New South Wales) Code; or
(b)
has been convicted on indictment of an offence in connection with the promotion, formation or management of a friendly society, co-operative society, credit union or permanent building society, or
Friendly Societies 1989
(c) has been convicted of an offence under section 33;
"insolvent under administration" has the same meaning as it has in
the Companies (New South Wales) Code.
(2) A convicted person who acts as a director of a friendly society:
(a) within 5 years after conviction; or
(b)
if sentenced to imprisonment - within 5 years after release from imprisonment,
is guilty of an offence.
Maximum penalty: 50 penalty units or imprisonment for 12 months, or both.
(3) An insolvent under administration who acts as a director of a friendly society is guilty of an offence.
Maximum penalty: 50 penalty units or imprisonment for 12 months, or both.
(4) For the purposes of this section:
(a)
a reference to a person acting as a director of a friendly society includes a reference to a person directly or indirectly taking part, or being concerned, in the management of the society; and
(b)
a certificate by a prescribed authority as to the date of release of a person from imprisonment is evidence of the matter certified.
Prohibition by Supreme Court against acting as director
(1) On application by the Registrar, the Supreme Court may, by order, prohibit a person from acting as a director of a friendly
27.
society for a stated period not exceeding 5 years. (2) An order may not be made under subsection (1) unless the Supreme Court is satisfied: (a)
that the person against whom the order is sought was, at some time not earlier than 7 years before being given notice of the application, a director of a friendly society or other corporation to which this section applies as provided by subsections (3)-(5); and
(b)
that the manner of management of the affairs of the friendly society or other corporation of which the person was a director was responsible for its being of a kind defined by those subsections.
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(3) This section applies to a friendly society:
| (a) | that was, or is being, wound up because it could not pay its debts as and when they became due; or |
| (b) | that is the subject of an order under section 383 of the Companies (New South Wales) Code (as applied by Part 9 of this Act) staying or terminating a winding up to which it was subject because it could not pay its debts as and when they became due; or |
(c) for which an administrator has been appointed under Part 8. (4) This section applies to a corporation that is not a friendly society
and that
| (a) | was, or is being wound up because it could not pay its debts as and when they became due; or |
| (b) | is the subject of an order under section 383 of the Companies (New South Wales) Code (as applied by Part 9 of this Act) staying or terminating a winding up to which it was subject because it could not pay its debts as and when they became due; or |
| (c) | has been, or is, under official management or a similar form of administration. |
(5) This section applies to a friendly society or other corporation:
| (a) | that has ceased to carry on business because it could not pay its debts as and when they became due; or |
(b) that is the subject of an unsatisfied levy of execution; or
| (c) | that has entered into a compromise or scheme of arrangement with its creditors; or |
| (d) | for which a receiver, or a receiver and manager, of any or all of its property has been appointed, whether or not the appointment has been terminated. |
(6) A person who fails to comply with an order under subsection (1) is guilty of an offence.
Maximum penalty - subsection (6): 50 penalty units or imprisonment for 12 months, or both.
Prohibition by Registrar against acting as director
(1) The Registrar may serve on a director of a friendly society a written notice calling on the director to show cause, within a
28.
Friendly Societies 1989
reasonable time stated in the notice, why the director should not be
prohibited from acting as a director.
(2) The notice must state:
(a) the grounds on which it is served and, except in relation to a conviction, the reasons why the Registrar considers that the grounds exist; and (b) that the director may, within the time stated in the notice, lodge with the Registrar written representations for reference to the Advisory Committee or may arrange with the Registrar a time and place to be heard by the Advisory Committee. (3) The only grounds on which a notice may be served are any one or more of the following:
(a) that, in the opinion of the Registrar, the director is incapable of managing his or her own affairs; (b) that, in the opinion of the Registrar, the director has not exercised the functions of a director efficiently, or has not exercised them honestly, or has not exercised them fairly, (c) that the director has been convicted not earlier than 5 years before service of the notice of an offence against this Act, the Co-operation Act 1923, the Permanent Building Societies Act 1967 or the Credit Union Act 1969, or an offence against the Friendly Societies Act 1912 before its repeal. (4) If a director served with a notice under this section fails within the time stated in the notice or within such further time as the Registrar may allow:
(a) to make representations to the Advisory Committee; or
(b) to arrange to be heard by the Advisory Committee, the Registrar may, by order served on the director, prohibit the
director from acting as a director of a friendly society.(5) If the director makes written representations to the Advisory Committee, or is heard by the Advisory Committee, the Registrar may, after considering the recommendation of the Advisory Committee:
(a) take no further action; or
(b) by order served on the director, prohibit the director from acting as a director of a friendly society. (6) An order under this section must state the period during which it is to operate, being:
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(a) an indefinite period; or
| (b) | a specified period (which may be determined as provided by the order). |
(7) A person who fails to comply with an order under this section is guilty of an offence.
Maximum penalty - subsection (7): 50 penalty units or imprisonment
for 12 months, or both.
Age of directors
29. (1) The provisions of section 226 (l)-(6) of the Companies (New South Wales) Code apply in relation to a person of or over 72 years of age being appointed, or acting, as a director of a friendly society in the same way as they apply in relation to such a person being appointed, or acting, as a director of a public company.
(2) If a director of a friendly society vacates office at the conclusion of the annual general meeting of the society commencing next after the director attains the age of 72 years, the vacancy is not to be taken into account in determining whether other directors retire.
(3) This section does not affect the operation of a rule of a friendly society that
| (a) | prevents a person from being appointed as a director of the society, or |
| (b) | requires a director to vacate office before attaining the age of 72 years. |
(4) A minor is incapable of being appointed as a director of a friendly society.
| Circumstances in which director ceases to hold office |
(1) Unless sooner vacated, the office of a director of a friendly
society is vacated 3 years after appointment as a director but the
director may, if eligible, be reappointed.
30.
(2) The office of a director of a friendly society is vacated if the director.
(a) ceases to be a member of the society, or
(b)
is prohibited from acting as a director by an order of the Supreme Court under section 27 or an order of the Registrar under section 28; or
Friendly Societies 1989
(c) becomes an insolvent under administration; or
(d)
becomes a temporary patient, or a continued treatment patient, within the meaning of the Mental Health Act 1958, a 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 as referred to in subsection (3); 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 referred to in section 26; 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.
(3) A director of a friendly society may be removed from office by a resolution of a general meeting of the society passed:
(a) except as provided by paragraph (b) - by a simple majority, or (b)
if the rules of the society require a greater majority for the passing of such a resolution - by the majority provided for in the rules.
(4) In this section:
"insolvent under administration" has the same meaning as it has in
the Companies (New South Wales) Code.
Management contracts
31. (1) A director of a friendly society who knowingly authorises or
permits the society to enter into a management contract is guilty of an
offence.Maximum penalty: 100 penalty units.
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(2) A management contract made with a friendly society after the commencement of this section is void.
(3) An assignment, transfer or renewal of a management contract is void if the contract was made before the commencement of this section.
(4) A management contract made before the commencement of this
section becomes void 2 years after the commencement of this section.
(5) The avoidance of a management contract by this section does not
confer any right to payment of compensation by the friendly society
with which the contract was made.
(6) This section does not apply to arrangements made with the approval of the Registrar for the management of a dispensary.
(7) In this section:
"management contract", in relation to a friendly society, means a
contract or other arrangement to which the society is a party and under which control of the affairs of the society is vested in a person who is not
(a)
a director of the society or an employee of the society who is appointed by, or with the authority of, the directors; or
(b)
a person exercising functions in relation to the society as auditor, banker, legal advisor, actuary, tax agent, computer specialist or advertising agent; or
(c)
a person belonging to a class of persons prescribed by the regulations as persons not to be regarded as controlling the affairs of the society.
| Disclosure of interest |
32. (1) A director of a friendly society who:
| (a) | has in any way, directly or indirectly, an interest in a contract or proposed contract with the society, and |
| (b) | does not, as soon as practicable after becoming aware of the relevant facts, declare the nature of the interest in accordance with this section, |
is guilty of an offence.
Maximum penalty. 10 penalty units or imprisonment for 3 months, or both.
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(2) A director need not declare an interest that consists only of being a member or creditor of a corporation that is interested in a contract or proposed contract with the friendly society, if the interest of the corporation may properly be regarded as not being a material interest
(3) Unless the rules of a friendly society provide otherwise, a director is not to be taken to be interested or to have been at any time interested in any contract or proposed contract only because:
(a)
the director has guaranteed or joined in guaranteeing the repayment of any loan to the friendly society and the contract or proposed contract relates to the loan; or
(b)
the director is a director of a corporation that is related to the friendly society, and the contract has been or will be made with that corporation, for its benefit, or on its behalf.
(4) In the case of a proposed contract, the declaration must be
made:
(a) at the first meeting of the directors at which the question of entering into the contract is considered; or (b) at the next meeting of the directors, if the director was not present at that first meeting; or (c) if the director was not interested at the date of that first meeting - at the next meeting of the directors held after the director becomes interested in the proposed contract
(5) If a director becomes interested in a contract after it is made, the declaration must be made at the first meeting of directors held after the director becomes interested in the contract
(6) A general notice in writing that is given to all the other directors of a specified corporation, or a member of a specified firm, and is to
by a director, and that states that the director is an officer or member
be regarded as interested in any contract that might, after the date of the notice, be made with that corporation or firm is a sufficient declaration of interest in relation to any contract that is made or proposed to be made with that corporation or firm if:
(a)
the notice states the nature and extent of the interest of the director in the corporation or firm; and
(b)
when the question of confirming or entering into the contract is first taken into consideration, the extent of that interest in the corporation or firm is not greater than is stated in the notice; and
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| (c) | the notice is given at a meeting of the directors, or the director takes reasonable steps to ensure that it is read at the next meeting of the directors after it is given. |
(7) A director who holds an office, or possesses property, because of which duties or interests might be directly or indirectly created in conflict with the duties and interests as director is guilty of an offence unless the fact of the conflict and its nature and extent are declared as provided by subsection (8).
Maximum penalty: 10 penalty units or imprisonment for 3 months, or both.
(8) A declaration by a director of a conflict of interest under subsection (7) must be made:
| (a) | if the conflict arose on the director becoming a member of the board - at the first meeting of the board held after the director became a member; or |
| (b) | if the conflict arose after the director became a member of the board - at the first meeting of the board held after the director became aware of the conflict. |
(9) This section has effect in addition to any law that:
| (a) | restricts the interest of a director in a contract with the friendly society, or |
| (b) | affects the obligations of a director to account for any profit arising from such a contract; or |
| (c) | prohibits a director from holding office, or possessing property, involving duties or interests that are in conflict with duties or interests as a director. |
| (10) A declaration that is made under this section must be recorded in the minutes of the meeting at which it is made. |
(11) A director must not vote on any question in which the director has an interest that must be disclosed under this section and a vote cast in contravention of this subsection does not count
Duties and liabilities of officers and employees
33. (1) An officer of a friendly society who fails to act honestly in exercising the functions of such an officer is guilty of an offence.
Maximum penalty. 50 penalty units.
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(2) If an officer of a friendly society fails to act honestly in exercising the functions of such an officer
(a)
with the intention of deceiving or defrauding the society or its members; or
(b)
with the intention of deceiving or defrauding a creditor of the society or of any other person; or
(c) for any other fraudulent purpose,
the officer is guilty of an offence.
Maximum penalty: 200 penalty units or imprisonment for 5 years, or
both. (3) If an officer of a friendly society fails to act honestly in exercising
the functions of such an officer and, as a result:
(a) the society is, or its members are, deceived or defrauded; or
(b)
a creditor of the society or of any other person is deceived or defrauded,
the officer is guilty of an offence.
Maximum penalty: 50 penalty units.
(4) A person who:(a) is, or was, an officer or employee of a friendly society, and
(b)
in order to gain a direct or indirect advantage (whether or not for another person) or to cause loss or damage to the society, improperly uses information acquired by virtue of being, or having been, an officer or employee of the society,
is guilty of an offence.
Maximum penalty: 200 penalty units or imprisonment for 5 years, or both.
(5) A person who:
(a)
holds a position as an officer or employee of a friendly society, and
(b)
improperly uses the position to gain a direct or indirect advantage (whether or not for another person) or to cause loss or damage to the society,
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is guilty of an offence.
Maximum penalty. 200 penalty units or imprisonment for 5 years, or
both.
(6) An officer or employee of a friendly society who fails to exercise the functions of such an officer or employee with due care and diligence is guilty of an offence.
Maximum penalty: 50 penalty units.
(7) If the Court that convicts a person of an offence under this
section decides that the friendly society concerned has suffered loss or damage as a result of the offence, the Court may, whether or not a penalty is imposed for the offence, order the convicted person to pay compensation to the society for the loss or damage.
(8) An order under subsection (7):
(a) may not be made by a Local Court for an amount in excess of the amount of a debt that could be recovered in the Court; and (b) whether made by a Local Court or the Supreme Court, may be enforced as if it were a judgment for a debt of the same amount entered by the Court making the order.
(9) The friendly society in relation to which an offence under this section is committed may recover, as an unpaid debt due to the society by the offender (whether or not convicted for the offence):
(a) any profit made by the offender, and
(b) any loss suffered by the society,
as a result of the commission of the offence.
| (10) This section does not prevent the taking of any other proceedings relating to a duty imposed on, or a liability incurred by, a |
person as an officer or employee of a friendly society.
Loans to directors and related persons
34. (1) If authorised to do so by a general meeting, a friendly society may lend money to a director, or to a person who bears a prescribed relationship to a director, even though the loan is not made in the ordinary course of business and is not subject to the terms normally imposed by the society.
(2) Except as provided by subsection (1), a friendly society may not lend money:
Friendly Societies 1989
(a) to a director unless the loan is made in the ordinary course of business, is subject to the terms normally imposed by the society and is approved by a majority of at least two-thirds of the directors present and voting on the matter at a meeting of the board at which a quorum is present; or (b) to a person who bears a prescribed relationship to a director unless the loan is made in the ordinary course of business and is subject to the terms normally imposed by the society. (3) A director of a friendly society who borrows from the society money that the society has no power to lend is guilty of an offence.
Maximum penalty: 50 penalty units.
(4) For the purposes of this section, a concessional rate of interestfor a borrower from a friendly society is a normal term only if the borrower is entitled to the concession by being a member of a class of borrowers from the society specified in the rules as being entitled to the concession.
(5) If a director of a friendly society accepts in payment of a debt owed to the director by a member of the society any proceeds of a loan made to the member by the society, this section has effect as if the loan had been made to the director.
(6) In this section, a reference to:
(a) the lending of money to a director, or
(b) the borrowing of money by a director, or(c) a debt owed to a director,
includes a reference to a lending or borrowing by the director, or a debt
owed to the director, jointly with another person.
Liability of, and indemnity for, officers and employees 35. (1) Except as provided by subsection (2) or (3), a rule of, or contract with, a friendly society is void if it purports to:
(a)
exempt an officer or employee of the society from any liability to the society for negligence, default, breach of duty or breach of trust; or
(b)
indemnify an officer or employee of the society against any such liability.
(2) A friendly society may indemnify an officer or employee of the
society against any liability incurred by the officer or employee:
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| (a) | in defending civil proceedings that relate to the affairs of the society and result in judgment in favour of the officer or employee; or |
| (b) | in defending criminal proceedings that relate to the affairs of the society and result in the officer or employee being acquitted; or |
| (c) | in connection with an application in proceedings referred to in paragraph (a) or (b) in which relief is, under this Act, granted to the officer or employee by the court. |
(3) Subsection (1):
| (a) | except as provided by paragraph (b), does not apply to a contract of insurance unless the premiums are paid by the friendly society, and |
| (b) | does not apply to compulsory professional indemnity insurance even if the premiums are paid by the friendly society. |
Fidelity insurance
36. (1) A friendly society must at all times maintain with an insurer an adequate fidelity insurance indemnity that covers the society against misuse or misappropriation of money by an officer or employee who has charge of the money.
(2) A friendly society must, if required by the Registrar to do so, increase its fidelity insurance indemnity under subsection (1) to an amount, and before a date, fixed by the Registrar.
(3) The Registrar may impose a condition in relation to the fidelity
insurance indemnity for a friendly society, or in relation to an increase
| conditioa | in such an indemnity, and the society must comply with such a |
| (4) If a friendly society contravenes this section, a director of the society who had not taken reasonable precautions aimed at preventing such a contravention is guilty of an offence. | |
| Maximum penalty - subsection (4): 10 penalty units for each day on which the offence is committed. | |
| Meetings | |
| 37. (1) Meetings of a friendly society must be held in the State and in accordance with the rules of the society. |
Friendly Societies 1989
(2) An annual general meeting of a friendly society must be held within 5 months after the end of the financial year for the society.
Division 2 - Records
Registers
38. (1) A friendly society must keep in the English language:
(a) a register of members; and
(b) a register of directors; and(c) a register of loans to, and securities given by, the society, and
(d) a register of investments made by the society, and
(e) a register of land vested in, or leased to, the society, and
(f) a register of nominations by members of persons to whom the society is required by this Act to pay money on the death of the member, and (g) a register of loans made by, and securities taken by, the society. (2) The regulations may require a friendly society to keep other
registers.
(3) The registers must be kept in the manner that is, and must include the particulars that are, required by the regulations.
(4) A member of a friendly society may
(a)
inspect the register of members, or the register of directors, during the office hours of the society or by arrangement with the secretary of the society, and
(b)
may make copies of entries in the register, free of charge unless the rules of the society require payment of an inspection fee.
(5) The entries in the register of members, and the register of
directors, of a friendly society that are made as required by the
regulations are evidence of the matters to which they relate.(6) If a friendly society contravenes a provision of this section, a director of the society who had not taken reasonable precautions aimed at preventing such a contravention is guilty of an offence.
Maximum penalty - subsection (6): 50 penalty units.
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Minute books
39. (1) Minutes of the proceedings at each meeting of the directors
of a friendly society must be entered in a book kept for the purpose.
(2) Minutes of the proceedings at each general meeting of a friendly
society must be entered in a book kept for the purpose.
(3) The minutes of a meeting of directors must be in the English language and must be entered before:
(a) the day that is 1 month after the meeting; or
(b) the day on which the next meeting of directors is held,
whichever is the earlier day.
(4) The minutes of a general meeting of a society must be in the English language and must be entered before:
(a) the day that is 1 month after the meeting; or
the day on which the next general meeting of the society is held, whichever is the earlier day.
(b)
(5) The minutes of a meeting must be signed:
(a) by the chairperson who presided at the meeting; or
| (b) | in the case of a meeting of directors - the chairperson who presides at the next meeting of directors; or |
| (c) | in the case of a general meeting - by the chairperson who presides at the next general meeting; or |
| (d) | if the matter arises before the next meeting referred to in paragraph (b) or (c) and the chairperson who presided at the meeting is unavailable - by a director who attended the meeting. |
| (6) If action to be taken on the authority of a minute would involve the expenditure of money, the minute does not take effect until it has |
(7) A minute that is entered in the book kept for the purpose is evidence:
(a) of the proceedings to which it relates; and
(b) that the meeting concerned was duly convened; and
| (c) | if it records the appointment of officers, auditors or actuaries - that the appointment is valid. |
(8) If a provision of this section is contravened in relation to a
friendly society, a director of the society who had not taken reasonable
Friendly Societies 1989
precautions aimed at preventing such a contravention is guilty of an
offence.
Maximum penalty 5 penalty units.
(9) A member of a friendly society may inspect, and make copies of,the minutes of a general meeting of the society: (a) during the office hours of the society, or (b) by arrangement with the secretary of the society,
on payment of any fee required by the rules of the society.
Division 3 • Accounts and audit
Keeping and auditing of accounts of friendly society and subsidiaries
40. (1) A friendly society must, subject to any exemptions in force
under subsection (5):
(a) keep accounts and accounting records as required by the regulations; and (b) ensure that each subsidiary of the society keeps accounts and accounting records as required by the regulations; and (c) ensure that the accounts and accounting records kept by each subsidiary of the society are audited as required by the regulations. (2) If a friendly society contravenes subsection (1), a director of the society who had not taken reasonable precautions aimed at preventing such a contravention is guilty of an offence.
Maximum penalty: 100 penalty units.
(3) A director of a friendly society who fails to make such disclosures
as may be required by the regulations in relation to the auditing of
accounts of the society is guilty of an offence.Maximum penalty 100 penalty units.
(4) Without limiting the generality of the other provisions of this
section, regulations may be made for or with respect to:
(a)
the qualifications and functions of auditors of the accounts of a friendly society, and
(b)
the appointment of auditors, the holding of office by them, their remuneration and their removal; and
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| (c) | the submission of group accounts by a friendly society, and |
| (d) | requiring the accounts of a friendly society to be kept in accordance with any accounting standard (with or without modifications specified by the regulations) adopted and in force for the purposes of Part VI of the Companies (New South Wales) Code; and |
| (e) | requiring submission of the accounts of a friendly society to the Accounting Standards Review Board established by the Ministerial Council for Companies and Securities; and |
| (f) | requiring the adoption by a friendly society of the same financial year for all subsidiaries of the friendly society, and |
| (g) | the adoption, with or without modification, of any provisions of Part VI (accounts and audit) of the Companies (New South Wales) Code (including provisions conferring jurisdiction on the Supreme Court) or other provisions of that Code concerned with accounts and audit; and |
| (h) | the duties of directors of a society in relation to the preparation, the auditing and the laying before meetings of members, of accounts of the society and of the corporations of which the society is the holding society, including the reports to be prepared by directors in relation to those accounts; and |
(i) the sending to members of the prescribed information in relation to accounts.
(5) A friendly society need not comply with a provision of regulations made for the purposes of this section if:
| (a) | it is exempted by written order of the Registrar from |
| |
| (b) | it complies with any conditions to which the exemption is subject as stated in the order. |
(6) Expressions used in this section, and in the regulations made for the purposes of this section, have in relation to a friendly society the same meanings as they have in Part VI of the Companies (New South Wales) Code in relation to a company or corporation within the meaning of the Code.
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Reports by auditor
41. (1) If the auditor of a friendly society is satisfied:
(a)
that the society has contravened this Act, the regulations or the rules of the society, and
(b)
that the contravention has not, or will not, be sufficiently dealt with by making a comment in the auditor's report or by notifying the directors of the society,
the auditor must, without delay, give a written report on the matter to
the Registrar.(2) An auditor of a friendly society who qualifies a report on the affairs of the society must, in addition to giving the report to the directors, give to the Registrar without delay a copy of the report and a copy of the accounts, and of any group accounts, of the society.
(3) An auditor or former auditor of a friendly society must give the Registrar any information or explanation relating to the affairs of the society that the Registrar requires and the auditor is able to give.
Liability of, and indemnity for, auditors
42. (1) Except as provided by subsection (2), a rule of, or contract with, a friendly society is void if it purports to:
(a)
exempt an auditor of the society from any liability to the society for negligence, default, breach of duty or breach of trust; or
(b) indemnify an auditor of the society against any such liability.
(2) A friendly society may indemnify an auditor of the society against any liability incurred by the auditor
(a)
in defending civil proceedings that result in judgment in favour of the auditor, or
(b)
in defending criminal proceedings in which the auditor is acquitted.
Qualified privilege in proceedings for defamation
43. (1) An auditor of a friendly society has qualified privilege in proceedings for defamation in respect of:
(a)
any oral or written statement made by the auditor in the course of exercising functions as auditor of the society, and
(b)
the giving to the Registrar of a notice or report, or a copy of any accounts or group accounts.
Maximum penalty: 50 penalty units.
(7) This section applies in relation to an association and a union of
associations in the same way as it applies in relation to a friendly
society.
Foreign societies
116. (1) A foreign society that, within the State and without the prior approval of the Registrar
(a) solicits for membership; or
(b) seeks contributions, donations or investments; or
(c)
provides services (other than prescribed services) to a member resident in the State,
is guilty of an offence.
Maximum penalty 100 penalty units.
| (2) Application by a foreign society for an approval of the Registrar for the purposes of this section may be made to the Registrar in the |
(3) The Registrar must give an approval applied for under this section by a foreign society if satisfied that
(a)
there are reasonable grounds for believing that, if the approval is given, the foreign society will comply with the condition imposed by subsection (4); and
Friendly Societies 1989
(b) there is no reasonable cause for refusing the approval.
(4) It is a condition of an approval given by the Registrar under thissection that the foreign society to which the approval relates will comply with such of the provisions of an appropriate law for a foreign society as, with such modifications as may be prescribed, are applied to a foreign society by a regulation made for the purposes of this section.
(5) If a foreign society fails to comply with a condition of an approval under this section, whether imposed by subsection (4) or under this subsection, the Registrar may
(a)
impose a condition of the approval requiring the foreign society to refrain from advertising within the State; or
(b)
impose a condition of the approval requiring the foreign society to refrain from accepting any more members from within the State; or
(c) cancel the approval by notice published in the Gazette.
(6) In this section:
"appropriate law", in relating to a foreign society, means:(a) this Act or a regulation; or
(b)
a law of another State, or of a Territory, under which the foreign society is registered, or to which it is subject or under which it operates as an organisation having objects and powers similar to those of a freindly society,
as for the time being in force.
Dispensing with probate or letters of administration 117. (1) If a member of a friendly 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:
(a)
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
(b) gives such security as the society may require; and
(c)
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.
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(2) If the deceased member was entitled to the equity of redemption of property mortgaged to the society, this section extends to any surplus (not exceeding the prescribed amount referred to in subsection (1)) arising on a sale by the society as mortgagee.
(3) The operation of this section is subject to section 122 of the Stamp Duties Act 1920.
(4) The receipt of a person to whom money is paid under this section by a friendly society is a sufficient discharge for the society in relation to the money paid.
Review of decision by Registrar
118. (1) A person affected by a decision of the Registrar under this Act may apply to the Registrar for a review of the decision.
(2) On receiving an application for review of a decision, the
Registrar must give the applicant a reasonable opportunity:
(a) to make written representations to the Registrar, or
| (b) | to appear before, and make representations to, the Registrar at a time and place to be arranged with the Registrar. |
(3) After considering any representations made by the applicant, the Registrar may confirm, vary or revoke the decision.
(4) If the decision when made required the approval or consent of the Minister, the Registrar may not vary or revoke the decision without the approval or consent of the Minister.
(5) An applicant for a review may appeal to the Supreme Court against the decision on the review made by the Registrar.
| Search warrants |
119. (1) In this section:
"authorised justice" means:
(a) a Magistrate; or
(b) a justice of the peace employed in the Attorney General's Department.
(2) A member of the Police Force, an inspector or an investigator may apply to an authorised justice for the issue of a search warrant if the member of the Police Force, inspector or investigator has reasonable grounds for believing:
Friendly Societies 1989
(a) that an offence under this Act is being, or has been, committed on any premises; or (b) that on any premises there are records that relate to the question of whether or not an offence under this Act is being, or has been, committed. (3) The authorised justice to whom the application is made may, if satisfied that there are reasonable grounds for doing so, issue a search warrant authorising any member of the Police Force, or an inspector or investigator named in the warrant:
(a) to enter the premises; and
(b) to search the premises for evidence of the commission of an offence under this Act; and (c) if an inspector or investigator is named in the warrant - to exercise the functions of that office. (4) Part 3 of the Search Warrants Act 1985 applies to a search warrant issued under this section.
(5) Without limiting the generality of section 18 of the Search Warrants Act 1985, a member of the Police Force may accompany an inspector or investigator executing a search warrant issued under this section and may take all reasonable steps to assist in the exercise of the functions of the inspector or investigator under this Act
Service of documents
120. (1) A document may be served on a friendly society by post or by leaving it at the registered office of the society with a person who appears to be aged 16 or more.
(2) A document may be served on a foreign society by post or by leaving it with a person who appears to be aged 16 or more and is at a place where the foreign society carries on business in New South Wales. (3) For the purpose of serving a document under this section by post, it is properly addressed if:
(a)
in the case of a friendly society, it is addressed to the registered office of the society, or
(b)
in the case of a foreign society, it is addressed to a place in New South Wales where the foreign society carries on business.
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(4) This section does not affect the operation of any provision of a law or of the rules of a court authorising a document to be served on a friendly society or a foreign society in any other way.
Reciprocal arrangements
121. (1) If a reciprocal arrangement with another State or a Territory is in force, the Registrar:
| (a) | may, at the request of the appropriate official of the State or Territory, provide the official with information or documents relating to a friendly society, and |
| (b) | may request the appropriate official of the State or Territory to provide the Registrar with documents or information relating to an organisation that, under the arrangement, is an organisation corresponding to a friendly society. |
(2) In this section, a reference to a reciprocal arrangement with another State or a Territory is a reference to an arrangement made between the Minister and a representative of the government of the other State or the Territory under which it is agreed:
| (a) | that the Registrar will comply with a request referred to in subsection (1) (a); and |
| (b) | that a request made by the Registrar to an official designated in the arrangement as the appropriate official for the purposes of subsection (1) (b) will be complied with. |
Inspection of documents
122. (1) On payment of the prescribed fee, the Registrar is to:
| (a) | make available for inspection a document registered or lodged |
|
(b) if required, provide a certified copy of such a document,
unless it is a document referred to in subsection (2).
(2) Subsection (1) does not apply to:
| (a) | a document prepared for the purposes of Part 4 (which relates to the management of friendly societies and includes such matters as the keeping and auditing of accounts); or |
| (b) | a document prepared for the purposes of Part 7 (which includes such matters as an inquiry into the affairs of a society); or |
Friendly Societies 1989
(c)
a document, or a class of documents, excepted by the regulations from the operation of subsection (1).
Secrecy
123. (1) A person:
(a)
who is, or at any time was, engaged in the administration of this Act or the former Act; and
(b)
who, except as provided by this section, records, makes use of or divulges any information obtained in the course of that administration,
is guilty of an offence.
Maximum penalty. 50 penalty units.
(2) Subsection (1) does not apply to:
(a)
the recording, making use or divulging of information in the course of the administration of this Act; or
(b)
the recording or making use of information for the purpose of divulging it as permitted by subsection (3) or (4); or
(c)
the divulging of information as permitted by subsection (3) or (4).
(3) Information may be divulged:
(a) for the purposes of criminal proceedings; or
(b) for the purposes of any proceedings under this Act or of an inquiry authorised by an Act; or (c) with the consent of the person to whom the information relates; or (d)
in accordance with a requirement imposed under the Ombudsman Act 1974; or
(e) in accordance with a reciprocal arrangement under section 121. (4) Information may be divulged to:
(a) the Minister, or
(b) the Treasurer, or
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(c) the Chief Commissioner of Stamp Duties; or
(d) the Chief Commissioner of Pay-roll Tax; or(e) the Chief Commissioner of Land Tax; or
(f) the Commissioner of Taxation, a Second Commissioner of Taxation or a Deputy Commissioner of Taxation holding office under a law of the Commonwealth; or (g) the person who, under a law of another State, or of a Territory, administers a law of the State or Territory that relates to taxation or the imposition of a duty; or (h) a person seeking information under a reciprocal arrangement entered into under section 121; or (i) a member of the Police Force exercising functions as such; or
(j) a person nominated by a person referred to in paragraphs (a)-(g).
(5) For the purposes of this section, a person is, or was, engaged in the administration of this Act or the former Act if the person exercises, or at any time exercised, a function as:
(a)
the Registrar holding office under this Act or the former Act; or
(b)
a member of the Advisory Committee constituted under this Act or the former Act; or
(c)
an inspector appointed under section 88 or under section 69 of the former Act; or
(d) an investigator appointed under section 90; or
(e)
a person appointed or employed for the purposes of this Act or the former Act
(6) In this section: "divulge", in relation to information, means:
(a) communicate the information verbally, or
(b) make available a document containing the information; or
(c)
make available anything from which, by electronic process or otherwise, the information may be obtained; or
Friendly Societies 1989
(d) communicate the information in any other manner,
"former Act" means the Friendly Societies Act 1912.
Obstruction
124. A person who obstructs or hinders the Registrar, an inspector or an investigator in the exercise of a function under this Act is guilty of an offence.
Maximum penalty. 50 penalty units. False or misleading statements
125. (1) A person who, in a document required for the purposes of this Act or lodged with the Registrar makes, or authorises the making of, a statement knowing it to be false or misleading in a material particular is guilty of an offence.
Maximum penalty 100 penalty units.
(2) A person who, from a document required for the purposes of thisAct or lodged with the Registrar omits, or authorises the omission of, anything knowing that the omission makes the document misleading in a material particular is guilty of an offence.
Maximum penalty 100 penalty units.
(3) A person who, in a document required for the purposes of thisAct or lodged with the Registrar makes, or authorises the making of, a statement that is false or misleading in a material particular is guilty of an offence unless it is proved that the person had taken reasonable precautions aimed at avoiding the making or authorising of false or misleading statements in such a document.
Maximum penalty: 50 penalty units.
(4) If an omission makes a document required for the purposes of this Act or lodged with the Registrar misleading in a material respect, a person who made or authorised the omission is guilty of an offence unless it is proved that the person had taken reasonable precautions aimed at avoiding the making or authorising of omissions that would make such a document false or misleading.
Maximum penalty. 50 penalty units.
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Proceedings for offences
126. (1) Proceedings for an offence under this Act may be instituted at any time before the expiration of the period of 3 years that next succeeds the alleged commission of the offence.
(2) Proceedings for an offence under this Act are to be disposed of summarily before:
(a) a Local Court constituted by a Magistrate; or
(b) the Supreme Court in its summary jurisdiction.
(3) The maximum penalty that may be imposed by a Local Court for
an offence under this Act is 50 penalty units or imprisonment for 12
months, or both.
Amendment of Search Warrants Act 1985 No. 37, s. 10 (Definitions)
127. The Search Warrants Act 1985 is amended by inserting in the
definition of "search warrant" in section 10 in alphabetical order the
matter "section 119 of the Friendly Societies Act 1989;".
Amendment of Friendly Societies Dispensaries Enabling Act 1945 No.
11, s. 2 (Dispensaries - open shops)
128. The Friendly Societies Dispensaries Enabling Act 1945 is amended:
| (a) | by omitting from section 2 (1) the matter "Friendly Societies Act, 1912, as amended by subsequent Acts", and by inserting instead the matter "Friendly Societies Act 1989"; |
| (b) | by omitting from section 2 (2A) the matter "Friendly Societies Act, 1912" and by inserting instead the matter "Friendly |
|
Repeals
129. Each Act listed in Schedule 1 is repealed.
Transitional provisions
130. Schedule 3 has effect.
Regulations
131. (1) The Governor may make regulations not inconsistent with
this Act for or with respect to any matter that by this Act is required
Friendly Societies 1989
or permitted to be prescribed or that is necessary or convenient to be prescribed for the purpose of carrying out or giving effect to this Act
(2) Without limiting the generality of subsection (1), regulations may be made for or with respect to:
(a) the making of applications for the exercise of a function by the Registrar, including the use of a form approved by the Registrar, and (b) fees to be paid in connection with the administration of this Act; and (c) model rules for friendly societies and their adoption by a society. (3) A regulation may create an offence punishable by a penalty not exceeding 50 penalty units including, where a friendly society contravenes a regulation, an offence by a director of the society who had not taken reasonable precautions aimed at preventing such a contravention.
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SCHEDULE 1 - REPEALS
(Sec. 129)
Friendly Societies Act 1912 No. 46
Friendly Societies (Amendment) Act 1976 No. 64
SCHEDULE 2 - RULES TO BE MADE FOR REGISTERED
ORGANISATION
(Sec. 23)
Name and address
1. The name of the registered organisation and the address of its registered office.
Objects
2. The objects of the registered organisation.
Funds and investments
3. The methods of raising funds and making investments.
Management of funds
4. The management of funds of the registered organisation, including the drawing and signing of cheques, drafts, bills of exchange, promissory notes and other negotiable instruments for and on behalf of the registered organisatioa
| Admission of members |
5. The method and conditions of admission of members and the payment to be made or the interest to be acquired before rights of membership may be exercised.
Friendly Societies 1989
SCHEDULE 2 - RULES TO BE MADE FOR REGISTERED
ORGANISATION - continued
Cessation of membership
6. The circumstances in which membership ceases.
Directors
7. The number of directors, the qualifications of directors, the manner of appointing or electing them and matters relating to their remuneration, removal and replacement
Functions and meetings of directors
8. The functions of directors, the notice to be given of a meeting of the directors, the quorum for the meeting and the procedure at the meeting.
Chairperson
9. The election and functions of the chairperson for a meeting of the directors.
General meetings
ID. The intervals between general meetings of the registered organisation, the manner of calling special and general meetings, the required notices of meetings and the quorum for meetings.
Procedure at general meetings
11. The procedure at meetings of the registered organisation
including the rights of members in voting at meetings and the majority
that is necessary for carrying resolutions.Charges payable by members
12. The charges that are payable by a member to the registered organisation in respect of membership including, but without being limited to, any charges on admission to membership or for working expenses.
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SCHEDULE 2 - RULES TO BE MADE FOR REGISTERED
ORGANISATION - continued
Settlement of disputes
13. The manner of settling disputes between the registered
organisation and any of its members or any person who claims by or
through a member under the rules.
Rules
14. The manner of altering or revoking rules of the registered organisation and the manner of adding to the rules.
Seal
15. The custody and use of the seal of the registered organisation.
SCHEDULE 3 • TRANSITIONAL PROVISIONS
(Sec. 130)
Part 1 - Preliminary
Regulations
1. (1) The regulations may include provisions of a savings or transitional nature consequent on the enactment of this Act.
(2) A provision referred to in subclause (1) may, if the regulations so provide, take effect from the repeal of the Friendly Societies Act 1912 or later.
| (3) To the extent that a provision referred to in subclause (1) takes effect from a date that is earlier than the date of its publication in the |
Gazette, the provision does not operate:
| (a) | to affect, in a manner prejudicial to any person (other than the State or an authority of the State) the rights of that persoL existing before that date of publication; or |
| (b) | to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before that date of publication. |
(4) If the regulations so provide, a provision referred to in subclause (1) has effect despite any other clause of this Schedule.
Friendly Societies 1989
SCHEDULE 3 - TRANSITIONAL PROVISIONS - continued
Part 2 - Provisions consequent on enactment of this Act
Definitions
2. In this Part
"continuing society" means the corporation that, in accordance with
clause 3, is a continuation of a former society,
"former Act" means the Friendly Societies Act 1912;
"former society" means:
(a)
a friendly society that, immediately before the repeal of the former Act, was registered under the former Act; and
(b) the branches (if any) of the society,
"trustees", in relation to a former society, means the trustees
(including branch trustees) of the former society holding office
under the former Act before its repeal.
Dissolution of former society and incorporation of continuing society
3. (1) On the repeal of the former Act, a former society is dissolvedand there is constituted by this Act in its place a corporation that is a
continuation of the former society.
(2) The Registrar must, as soon as possible, issue a continuing society with a certificate of incorporation.
(3) The corporate name of a continuing society is:
(a) the same as the name registered under the former Act as the
name of the former society if that name includes the words "Friendly Society"; or
(b)
in any other case, a name that includes the words "Friendly Society" and is specified in the certificate of incorporation issued under this clause.
Members, assets, rights and liabilities of continuing society
4. (1) On the dissolution of a former society and the incorporation of the continuing society
(a)
the rules of the former society become the rules of the continuing society, and
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SCHEDULE 3 - TRANSITIONAL PROVISIONS - continued
| (b) | the members of the former society become the members of the continuing society, and | |||
| (c) | the assets vested in the trustees of the former society as trustees become assets of the continuing society without the need for a conveyance, transfer, assignment or other assurance; and | |||
| (d) | the rights and liabilities of the trustees of the former society as trustees become rights and liabilities of the continuing society, and | |||
| (e) | the obligations of the trustees of the former society as trustees become obligations of the continuing society, and | |||
| (f) | proceedings before a court or tribunal by or against the trustees of the former society as trustees that, immediately before the incorporation of the continuing society, were pending or in the course of being heard become proceedings by or against the continuing society, and | |||
| (g) | to the extent to which an act, matter or thing done or omitted to be done on behalf of the former society had any force or effect immediately before the incorporation of the continuing society, it becomes an act, matter or thing done or omitted to be done by the continuing society, and | |||
| (h) | the members of the committee of the former society become directors of the continuing society and hold office as such until directors of the continuing society are elected in accordance with its rules; and | |||
| (i) |
| |||
| (j) | time that had commenced to run in relation to the former society or its trustees as trustees becomes time that had commenced to run in relation to the continuing society. |
(2) An instrument that is executed as a consequence of this clause and to give it effect:
(a) is not liable to duty under the Stamp Duties Act 1920; and
| (b) | if it is registrable, may be registered without payment of a registration fee. |
Friendly Societies 1989
SCHEDULE 3 - TRANSITIONAL PROVISIONS - continued
Continuation of Advisory Committee
5. On the repeal of the former Act, the persons who, immediately before the repeal, were the members of the Advisory Committee constituted under the former Act are constituted as the Friendly Societies Advisory Committee under section 86.
Inspectors
6. An inspector who, immediately before the commencement of section 88, holds office under the Public Sector Management Act 1988 for the purposes of the former Act holds office on that commencement under the Public Sector Management Act 1988 as an inspector for the purposes of this Act
Approval relating to foreign society
7. (1) Application for an approval under section 116 may be made by a foreign society before publication of the proclamation commencing that section.
(2) If such an application is made, the Registrar may, before the commencement of section 116:
(a)
make a decision on the application as if section 116 were in force; or
(b) inform the applicant that the matter is under consideration.
(3) A decision given under subclause (2) (a) has effect on the
commencement of section 116, whether or not the decision is given
after the Registrar has acted under subclause (2) (b). (4) If the Registrar acts under subclause (2) (b) and a decision on the application is not given before the commencement of section 116, that section does not apply to the applicant until the Registrar has dealt with the application.
(5) For the purposes of.
(a)
making an application under section 116 before its commencement; and
Act No. 232
Friendly Societies 1989
SCHEDULE 3 - TRANSITIONAL PROVISIONS - continued
(b) acting under this clause before that commencement,
a reference in this clause and that section to the Registrar is to be taken to be a reference to the Registrar holding office under the former Act
Subventions
8. On the repeal of the former Act and despite the repeal, Part 8 of that Act continues to apply to a continuing society in the same way as it applied in relation to the former society.
Transitional adoption of model rules
9. If regulations are made prescribing model rules of a friendly society, the board of a continuing society may adopt all or any of them as rules of the society pending their adoption by the society as prescribed by the regulations.
References to former Act
10. A reference to the former Act in any other Act or in an instrument not made under this Act has effect as a reference to this Act
Effect of Interpretation Act 1987
11. Section 130 and this Schedule have effect in addition to, and do
not derogate from, the operation of section 30 of the Interpretation
Act 1987.
| [Minister's second reading speech mode in - |
Legislative Assembly on 15 November 1989 Legislative Council on 23 November 1989]
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