Friendly Societies (Western Australia) Act 1999 (WA)

Western Australia

Friendly Societies (Western Australia) Act 1999

This Act was repealed by the Acts Amendment and Repeal (Financial Sector Reform) Act 1999 s. 5(d) (No. 26 of 1999) as at 29 Jun 1999 (see s. 2).

Western Australia

Friendly Societies (Western Australia) Act 1999 ContentsPart 1 — Preliminary1 — Short title2 — Commencement3 — Definitions4 — Crown to be boundPart 2 — Friendly Societies (Western Australia) Code5 — Friendly Societies (Western Australia) Code6 — Interpretation of expressions in the Part 3 — Conferral of functions and powers7. Conferral of functions and powers on AFIC 58 — Conferral of functions and powers on Tribunal9 — State supervisory authorityPart 4 — Friendly Societies (Western Australia) Regulations10 — Definition11 — General regulation‑making power for the Code12 — Savings and transitional regulations for CodePart 5 — Levies, fees and other amounts13 — Fees14 — Levies15 — Fees, fines and penaltiesPart 6 — Miscellaneous16 — CrimesPart 7 — Consequential amendments17 — Repeal of 18 — Co‑operative and Provident Societies Act 190319 — 20 — Financial Institutions (Western Australia) Act 199221 — Housing Loan Guarantee Act 195722 — Pharmacy Act 196423 — Stamp Act 192124 — Western Australian Financial Institutions Authority Act 19924. Interpretation — InterpretationAppendixPart 1 — PreliminaryDivision 1 — Introductory1. Citation — Citation2. Commencement — CommencementDivision 2 — Interpretation3. Definitions — Definitions4. Associate — Associate5. Director — Director6. Holding body corporate — Holding body corporate7. Holding society — Holding society8. Making a decision — Making a decision9. Officer — Officer10. Related body corporate — Related body corporate11. Subsidiary — Subsidiary12. Qualified privilege — Qualified privilege13. Carrying on business: otherwise than for profit — Carrying on business: otherwise than for profit14. Businesses of a particular kind — Businesses of a particular kind15. Carrying on a business: alone or together with others — Carrying on a business: alone or together with others16. Interpretation generally — Interpretation generallyDivision 3 — Operation of friendly societies legislation17. Extraterritorial operation of legislation — Extraterritorial operation of legislationDivision 4 — Application and adoption of Corporations Law18. Definitions — Definitions19. Corporations Law applying under its own force — Corporations Law applying under its own force20. Corporations Law adopted under a regulation — Corporations Law adopted under a regulation21. Adopted provisions of Corporations Law — Adopted provisions of Corporations LawPart 2 — Functions and powers of SSADivision 1 — General22. Functions of SSA — Functions of SSA23. General powers — General powers24. SSA to comply with standards — SSA to comply with standards25. Application of variation under standards — Application of variation under standards26. SSA to keep Minister informed — SSA to keep Minister informed27. Inspection of documents at public office — Inspection of documents at public office28. Power of SSA to reject documents — Power of SSA to reject documents29. Extension or abridgment of time — Extension or abridgment of timeDivision 2 — Specific powersSubdivision 1 — Services corporations — 30. Services corporation — Services corporationSubdivision 2 — Enforcement powers — 31. Obtaining information — Obtaining information32. Obtaining evidence — Obtaining evidence33. Inspectors — Inspectors34. Inspector to produce identity card — Inspector to produce identity card35. Entry and search — monitoring compliance — Entry and search — monitoring compliance36. Entry and search — evidence of offences — Entry and search — evidence of offences37. General powers of inspector in relation to places — General powers of inspector in relation to places38. Monitoring warrants — Monitoring warrants39. Offence related warrants — Offence related warrants40. Offence related warrant may be granted by telephone — Offence related warrant may be granted by telephone41. Obstruction of inspectors — Obstruction of inspectors42. False or misleading statements — False or misleading statementsSubdivision 3 — Special meeting and inquiry — 43. Special meeting and inquiry — Special meeting and inquirySubdivision 4 — Special power of intervention — 44. Intervention by SSA — Intervention by SSASubdivision 5 — Power to suspend operations of society — 45. Power to suspend operations — Power to suspend operationsSubdivision 6 — Administrators — 46. Appointment of administrator — Appointment of administrator47. Additional powers of SSA — Additional powers of SSA48. Stay of proceedings — Stay of proceedings49. Administrator to report to SSA — Administrator to report to SSASubdivision 7 — Levies — 50. Supervision Fund — Supervision Fund51. Supervision levy — Supervision levy52. Consultation — Consultation53. Failure to make payment an offence — Failure to make payment an offenceSubdivision 8 — Control of advertising — 54. Restriction on initial advertisements — Restriction on initial advertisements55. Power to control advertising — Power to control advertisingPart 3 — SocietiesDivision 1 — Objects56. Primary objects — Primary objects57. Objects of society must include primary objects — Objects of society must include primary objects58. Dominant activities — Dominant activitiesDivision 2 — Formation and registration59. Formation of societies — Formation of societies60. Registration — Registration61. Certificate of incorporation — Certificate of incorporation62. Effect of incorporation — Effect of incorporation63. Powers of societies — Powers of societies64. Prohibition on issuing debenture — Prohibition on issuing debenture65. Restriction on reinsurance arrangements — Restriction on reinsurance arrangements66. Restriction on acting as trustee — Restriction on acting as trustee67. Control of certain financial arrangements — Control of certain financial arrangements68. Control of foreign currency transactions — Control of foreign currency transactionsDivision 3 — Subdivision 1 — General — 69. Rules — Rules70. Copies of rules — Copies of rules71. Society and members to be bound by rules — Society and members to be bound by rulesSubdivision 2 — Amendment of rules — 72. Amendment of rules by special resolution — Amendment of rules by special resolution73. Amendment of rules by board of directors — Amendment of rules by board of directors74. Registration of amendment of rules — Registration of amendment of rules75. Power of SSA to require modification of rules — Power of SSA to require modification of rulesSubdivision 3 — Societies conducting health benefit funds — 76. Definitions — Definitions77. Health benefit fund rules — Health benefit fund rules78. Registered society to give notice of rule changes — Registered society to give notice of rule changesDivision 4 — 79. Societies to comply with standards — Societies to comply with standardsDivision 5 — 80. Members — Members81. Members who are minors — Members who are minors82. Joint members — Joint members83. Corporate membership — Corporate membership84. Cessation of membership — Cessation of membership85. Expulsion of member — Expulsion of member86. Limitation of liability of members — Limitation of liability of membersDivision 6 — 87. Name — Name88. Abbreviations of society’s name — Abbreviations of society’s name89. Change of name does not affect identity — Change of name does not affect identity90. Use of “friendly society” — Use of “friendly society”91. Unregistered society not to carry on business — Unregistered society not to carry on business92. Publication of name — Publication of name93. Common seal — Common seal94. Society may have duplicate common seal — Society may have duplicate common seal95. Registered office — Registered officePart 4A — Benefit fundsDivision 1 — Provision of benefits and establishment of benefit funds96. Provision of benefits — Provision of benefits97. Establishment of benefit fund — Establishment of benefit fund98. Approval to establish benefit fund — Approval to establish benefit fundDivision 2 — Management of benefit funds99. Assets of benefit funds — Assets of benefit funds100. Payments to benefit funds — Payments to benefit funds101. Application of benefit fund assets — Application of benefit fund assets102. Mortgaging assets of benefit fund — Mortgaging assets of benefit fund103. Investment of benefit funds — Investment of benefit funds104. Payment of money into account — Payment of money into account105. Funds inward clearing account — Funds inward clearing account106. Funds outward clearing account — Funds outward clearing account107. Transfer of an asset between funds — Transfer of an asset between funds108. Distribution of surplus in benefit fund — Distribution of surplus in benefit fund109. Fair value of assets — Fair value of assetsDivision 3 — Restructure of benefit funds110. Definitions — Definitions111. Approval of restructure of benefit funds — Approval of restructure of benefit funds112. Rules — Rules113. Lodgement of information with SSA — Lodgement of information with SSA114. When a restructure takes effect — When a restructure takes effect115. Effect of restructure — Effect of restructure116. Notification of members — Notification of membersDivision 4 — Termination of benefit funds117. Application of Division — Application of Division118. Approval of termination proposal — Approval of termination proposal119. Distribution of assets of benefit fund — Distribution of assets of benefit fund120. Notification of members — Notification of members121. Rules — Rules122. Lodgement of information with SSA — Lodgement of information with SSA123. When termination takes effect — When termination takes effectDivision 5 — Assignment of benefits124. Assignment of benefits — Assignment of benefits125. Payment to nominee of deceased member — Payment to nominee of deceased memberPart 4B — Offering and marketing of benefitsDivision 1 — Application and interpretation126. Definitions — Definitions127. Benefits advisory business — Benefits advisory business128. Application of this Part — Application of this Part129. Actuarial advice — Actuarial advice130. Representatives — Representatives131. Involvement in contraventions — Involvement in contraventions132. Conduct — Conduct133. References to doing acts — References to doing acts134. Misleading representation — Misleading representationDivision 2 — Disclosure documents and application forms135. Disclosure document to be lodged — Disclosure document to be lodged136. Application form — Application form137. Form of disclosure document and date of issue — Form of disclosure document and date of issue138. Disclosure of interests — Disclosure of interests139. Liability in respect of disclosure document and interests — Liability in respect of disclosure document and interests140. Content of disclosure document — Content of disclosure document141. Conditions requiring waiver of requirements void — Conditions requiring waiver of requirements void142. Obligation to notify society of false etc. statements — Obligation to notify society of false etc. statements143. Correction of false or misleading statements etc. by a supplementary or replacement disclosure document — Correction of false or misleading statements etc. by a supplementary or replacement disclosure document144. Changes or new matters requiring the issue of a supplementary or replacement disclosure document — Changes or new matters requiring the issue of a supplementary or replacement disclosure document145. General provisions about supplementary disclosure documents — General provisions about supplementary disclosure documents146. General provisions about replacement disclosure documents — General provisions about replacement disclosure documents147. Consequences of lodging a supplementary disclosure document — Consequences of lodging a supplementary disclosure document148. Consequences of lodging a replacement disclosure document — Consequences of lodging a replacement disclosure document149. Application made on out of date application form — Application made on out of date application form150. Inclusion of documents in disclosure documents by reference — Inclusion of documents in disclosure documents by reference151. Disclosure document referring to information set out in current application form — Disclosure document referring to information set out in current application form152. Certain notices etc. not to be published — Certain notices etc. not to be published153. Certain reports referring to disclosure documents not to be published — Certain reports referring to disclosure documents not to be published154. Evidentiary provisions etc. — Evidentiary provisions etc.155. Documents to be kept — Documents to be kept156. Expert’s consent to issue of disclosure document containing statement by the expert — Expert’s consent to issue of disclosure document containing statement by the expert157. Direction not to accept contributions — Direction not to accept contributions158. Exemptions and modifications — Exemptions and modificationsDivision 3 — Prohibited conduct and civil liability159. Statement in a disclosure document — Statement in a disclosure document160. Misleading or deceptive conduct — Misleading or deceptive conduct161. Mis‑statements and omissions in disclosure documents — Mis‑statements and omissions in disclosure documents162. Civil liability for contravention of this Division or Division 2 — Civil liability for contravention of this Division or Division 2163. Civil liability for false or misleading statement in, or omission from, a disclosure document — Civil liability for false or misleading statement in, or omission from, a disclosure document164. No liability to person with knowledge of relevant matter — No liability to person with knowledge of relevant matter165. Non‑consenting directors not liable — Non‑consenting directors not liable166. Directors not liable where they have reasonable grounds for believing disclosure document to be correct — Directors not liable where they have reasonable grounds for believing disclosure document to be correct167. Liability of experts, auditors etc. — Liability of experts, auditors etc.168. Liability of persons named in disclosure document — Liability of persons named in disclosure document169. No liability for mistake etc. if reasonable precautions taken — No liability for mistake etc. if reasonable precautions taken170. Indemnity — IndemnityDivision 4 — Regulation of industry participantsSubdivision 1 — Conduct in relation to benefits — 171. Dealing — Dealing172. Advising — AdvisingSubdivision 2 — Agreements with unlicensed persons — 173. Certain persons not clients — Certain persons not clients174. Agreements with unlicensed persons — Agreements with unlicensed persons175. Client may give notice of rescission — Client may give notice of rescission176. Effect of notice under section 175 — Effect of notice under section 175177. Client may apply to Court for partial rescission — Client may apply to Court for partial rescission178. Court may make consequential orders — Court may make consequential orders179. Agreement unenforceable against client — Agreement unenforceable against client180. Non‑licensee not entitled to recover commission — Non‑licensee not entitled to recover commission181. Onus of establishing non‑application of section 179 or 180 — Onus of establishing non‑application of section 179 or 180182. Client may recover commission paid to non‑licensee — Client may recover commission paid to non‑licensee183. Remedies under this Subdivision — Remedies under this SubdivisionSubdivision 3 — Representatives — 184. Proper authority from society — Proper authority from society185. Representatives of dealers — Representatives of dealers186. Representatives of investment advisers — Representatives of investment advisers187. Representatives of societies — Representatives of societies188 — Body corporate not to act as representative189. Defence — Defence190. Banned person not to act as representative — Banned person not to act as representative191. Society to keep register of holders of proper authorities — Society to keep register of holders of proper authorities192. Society to notify SSA of location and contents of register — Society to notify SSA of location and contents of register193. Inspection and copying of register — Inspection and copying of register194. SSA may require production of authority — SSA may require production of authority195. SSA may give society information about representative — SSA may give society information about representative196. Holder of authority may be required to return it — Holder of authority may be required to return itSubdivision 3A — Exemptions and modifications relating to representatives — 196A. Exemptions and modifications under Subdivision 3 — Exemptions and modifications under Subdivision 3Subdivision 4 — Liability of principals for representatives’ conduct — 197. Conduct engaged in as a representative — Conduct engaged in as a representative198. Liability where identity of principal unknown — Liability where identity of principal unknown199. Liability of principals where act done in reliance on representative’s conduct — Liability of principals where act done in reliance on representative’s conduct200. Presumptions about certain matters — Presumptions about certain matters201. No contracting out of liability for representative’s conduct — No contracting out of liability for representative’s conduct202. Effect of Subdivision — Effect of SubdivisionSubdivision 5 — Excluding persons from dealing with benefits — 203. Power to make banning order — Power to make banning order204. Nature of banning order — Nature of banning order205. Exceptions to banning order — Exceptions to banning order206. Variation or revocation of banning order on application — Variation or revocation of banning order on application207. Revocation of banning order in certain cases — Revocation of banning order in certain cases208. Effect and publication of orders under this Subdivision — Effect and publication of orders under this Subdivision209. Contravention of banning order — Contravention of banning order210. Opportunity for hearing — Opportunity for hearing211. Disqualification by the Court — Disqualification by the CourtSubdivision 6 — Recommendations about benefits — 212. Definition of adviser — Definition of adviser213. Recommendation made by partner or officer — Recommendation made by partner or officer214. Client to be told if adviser’s interests may influence recommendation — Client to be told if adviser’s interests may influence recommendation215. Defences to alleged breach of section 214(2) — Defences to alleged breach of section 214(2)216. Adviser must have reasonable basis for recommendation — Adviser must have reasonable basis for recommendation217. Adviser who breaches this Subdivision liable to compensate client — Adviser who breaches this Subdivision liable to compensate client218. Qualified privilege for adviser when complying with this Subdivision — Qualified privilege for adviser when complying with this SubdivisionPart 5 — Shares and chargesDivision 1 — Shares generally219. Share capital — Share capital220. Classes of shares, rights etc. — Classes of shares, rights etc.221. Determination of share capital — Determination of share capital222. Liability of shareholders — Liability of shareholders223. Board to approve sale or transfer unless rules provide otherwise — Board to approve sale or transfer unless rules provide otherwise224. Restriction on application of capital — Restriction on application of capital225. Power to make certain payments — Power to make certain payments226. Validation of shares improperly issued — Validation of shares improperly issuedDivision 2 — Permanent shares227. Issue of permanent shares — Issue of permanent shares228. Issue of preference shares — Issue of preference shares229. Rights of holders of preference shares to be set out in rules — Rights of holders of preference shares to be set out in rules230. Cancellation of permanent shares — Cancellation of permanent shares231. Dividends in relation to permanent shares — Dividends in relation to permanent shares232. Requirements for issue of permanent shares — Requirements for issue of permanent shares233. Allotment of permanent shares otherwise than for cash — Allotment of permanent shares otherwise than for cash234. Power to exempt in relation to non‑cash consideration — Power to exempt in relation to non‑cash consideration235. Differences in calls, reserve liability etc. — Differences in calls, reserve liability etc.236. Calls and effect of non‑compliance with calls on permanent shares — Calls and effect of non‑compliance with calls on permanent shares237. Sale of permanent shares forfeited for non‑payment of call — Sale of permanent shares forfeited for non‑payment of call238. Prohibition of allotment unless minimum subscription received — Prohibition of allotment unless minimum subscription received239. Return as to allotments — Return as to allotments240. Issue of permanent shares at premium — Issue of permanent shares at premium241. Special resolution for reduction of permanent share capital — Special resolution for reduction of permanent share capital242. Society financing dealings in its permanent shares etc. — Society financing dealings in its permanent shares etc.243. Exceptions — Exceptions244. Consequences of society financing dealings in its permanent shares etc. — Consequences of society financing dealings in its permanent shares etc.245. Prohibition on subsidiary acquiring permanent shares of holding society — Prohibition on subsidiary acquiring permanent shares of holding society246. Options over permanent shares — Options over permanent sharesDivision 3 — Redeemable preference shares247. Application of certain provisions of this Code to redeemable preference shares — Application of certain provisions of this Code to redeemable preference shares248. Issue of redeemable preference shares — Issue of redeemable preference sharesDivision 4 — Shareholding restrictionsSubdivision 1 — Interpretative provisions — 249. Application of Division — Application of Division250. Extraterritorial operation of Division — Extraterritorial operation of Division251. What constitutes an “entitlement” to shares — What constitutes an “entitlement” to shares252. What constitutes a “relevant interest” in shares — What constitutes a “relevant interest” in shares253. Meaning of “associate” — Meaning of “associate”254. Meaning of voting power or right to vote — Meaning of voting power or right to vote255. Inadvertence or mistake — Inadvertence or mistakeSubdivision 2 — Maximum shareholdings — 256. Maximum permissible shareholding — Maximum permissible shareholding257. Consequences of exceeding maximum permissible shareholding — Consequences of exceeding maximum permissible shareholding258. Exceptions — ExceptionsSubdivision 3 — Substantial shareholdings — 259. Substantial shareholding and substantial shareholders — Substantial shareholding and substantial shareholdersSubdivision 4 — Power to obtain information — 260. Power to obtain information — Power to obtain informationSubdivision 5 — Enforcement — 261. Court orders — substantial shareholdings — Court orders — substantial shareholdings262. Power of SSA to exempt etc. from Division — Power of SSA to exempt etc. from DivisionDivision 5 — Issue of shares263. Issuing of shares at a discount prohibited — Issuing of shares at a discount prohibited264. Issuing of shares as partly paid up etc. — Issuing of shares as partly paid up etc.265. Power of SSA to exempt etc. from Division — Power of SSA to exempt etc. from DivisionDivision 6 — Title to and transfer of shares266. Restricted application of this Division — Restricted application of this Division267. Document of title to be evidence of title — Document of title to be evidence of title268. Loss or destruction of documents — Loss or destruction of documents269. Instrument of transfer — Instrument of transfer270. Registration of transfer at request of transferor — Registration of transfer at request of transferor271. Notice of refusal to register transfer — Notice of refusal to register transfer272. Remedy for refusal to register transfer or transmission — Remedy for refusal to register transfer or transmission273. Certification of transfers — Certification of transfers274. Duties of society in relation to issue of certificates — Duties of society in relation to issue of certificates275. Exemption — ExemptionDivision 7 —Registration of charges276. Registration of charges — Registration of charges277. Directions by AFIC and SSA — Directions by AFIC and SSA278. SSA approval of charges necessary in certain circumstances — SSA approval of charges necessary in certain circumstancesPart 6 — ManagementDivision 1 — Interpretation279. Definition — Definition280. When one entity controls another — When one entity controls anotherDivision 2 — Directors and officers281. Board of directors — Board of directors282. Meetings of directors — Meetings of directors283. Minutes — Minutes284. Number of directors — Number of directors285. Election of directors — Election of directors286. Employee directors — Employee directors287. Alternate directors — Alternate directors288. Chairperson — Chairperson289. Qualifications of directors — Qualifications of directors290. Vacation of office — Vacation of office291. Removal of directors — Removal of directors292. Declaration of interest — Declaration of interest293. General duty to make disclosure — General duty to make disclosure294. Certain financial accommodation to officers prohibited — Certain financial accommodation to officers prohibited295. Financial accommodation to directors and associates — Financial accommodation to directors and associates296. Director’s remuneration — Director’s remuneration297. Management contracts — Management contracts298. Duties of directors and officers — Duties of directors and officers299. Prohibition on transfer of money — Prohibition on transfer of money300. Unlawfully acting as director — Unlawfully acting as directorDivision 3 — Meetings of members of a society301. Annual general meeting — Annual general meeting302. Special general meeting — Special general meeting303. Quorum — Quorum304. Notice of meeting — Notice of meeting305. Voting — Voting306. Proxy votes — Proxy votes307. Special resolutions of societies — Special resolutions of societies308. Minutes — MinutesDivision 4 — Meetings of members of a benefit fund309. Application of Division — Application of Division310. Quorum — Quorum311. Notice of meeting — Notice of meeting312. Voting — Voting313. Proxy votes — Proxy votes314. Special resolutions of benefit funds — Special resolutions of benefit funds315. Minutes — MinutesDivision 5 — Registers and inspection316. Registers — Registers317. Register of directors etc. — Register of directors etc.318. Register of members to be kept — Register of members to be kept319. Registers of members — Registers of members320. Register of holders of permanent shares — Register of holders of permanent shares321. Power of Court to rectify register of holders of permanent shares — Power of Court to rectify register of holders of permanent shares322. Register of options — Register of options323. Inspection of rules and other documents — Inspection of rules and other documents324. Location of registers on computers — Location of registers on computers325. Form and evidentiary value of registers — Form and evidentiary value of registersDivision 6 — Accounts326. Financial year — Financial year327. Financial years of groups — Financial years of groups328. Accounting records to be kept — Accounting records to be kept329. Inspection of accounting records — Inspection of accounting records330. Profit and loss accounts and balance sheets — Profit and loss accounts and balance sheets331. Group accounts — Group accounts332. Audit — Audit333. Directors to ascertain certain matters — Directors to ascertain certain matters334. Requirements applying to accounts and group accounts — Requirements applying to accounts and group accounts335. Directors’ statement — Directors’ statement336. Directors’ reports — Directors’ reports337. Directors of holding society must obtain information from entities controlled by the society — Directors of holding society must obtain information from entities controlled by the society338. Accounts and reports to be laid before annual general meeting — Accounts and reports to be laid before annual general meeting339. Contravention of Division — Contravention of DivisionDivision 7 — Audit340. Qualifications of auditors — Qualifications of auditors341. Appointment of auditors — Appointment of auditors342. Nomination of auditors — Nomination of auditors343. Removal and resignation of auditors — Removal and resignation of auditors344. Effect of winding up on office of auditor — Effect of winding up on office of auditor345. Fees and expenses of auditors — Fees and expenses of auditors346. Auditor’s report — Auditor’s report347. Powers and duties of auditor — Powers and duties of auditor348. Final audit on merger, etc. — Final audit on merger, etc.349. Auditors and entities controlled by societies — Auditors and entities controlled by societies350. Obstruction of auditor — Obstruction of auditor351. Qualified privilege — Qualified privilegeDivision 8 — Actuaries352. Appointment of actuaries — Appointment of actuaries353. Cessation of appointment — Cessation of appointment354. Notification of appointment etc. — Notification of appointment etc.355. Powers of actuary — Powers of actuary356. Actuary’s obligation to report to SSA — Actuary’s obligation to report to SSA357. Qualified privilege of actuary — Qualified privilege of actuary358. Actuarial investigations — Actuarial investigations359. Additional actuarial investigations — Additional actuarial investigationsDivision 9 — Returns and relief360. Returns — Returns361. Relief from requirements as to accounts, audit and actuaries — Relief from requirements as to accounts, audit and actuariesPart 7 — Mergers of societies and transfers of engagementsDivision 1 — Preliminary362. Definitions — Definitions363. Application of Part — Application of PartDivision 2 — Mergers and transfers of engagements between societies364. Application for registration of merger or transfer — Application for registration of merger or transfer365. SSA may register merged society — SSA may register merged society366. Certificate of confirmation (voluntary transfer) — Certificate of confirmation (voluntary transfer)367. SSA may direct a transfer of engagements between societies — SSA may direct a transfer of engagements between societies368. SSA may modify rules to facilitate transfer of engagements — SSA may modify rules to facilitate transfer of engagements369. Society to comply with direction — Society to comply with direction370. Certificate of confirmation (transfer by direction) — Certificate of confirmation (transfer by direction)371. Who receives the certificate of confirmation — Who receives the certificate of confirmation372. When transfer of engagements takes effect — When transfer of engagements takes effect373. Cancellation of registration after total transfer — Cancellation of registration after total transfer374. Effect of merger — Effect of merger375. Effect of transfer of engagements — Effect of transfer of engagementsDivision 3 — Mergers and transfers of engagements involving foreign societies376. Definitions in Division 3 — Definitions in Division 3377. — Proposal378. SSA may register merged society — SSA may register merged society379. Certificate of confirmation for total transfer — Certificate of confirmation for total transfer380. Certificate of confirmation for partial transfer — Certificate of confirmation for partial transfer381. When transfer of engagements takes effect — When transfer of engagements takes effect382. Effect of merger — Effect of merger383. Effect of transfer of engagements — Effect of transfer of engagements384. Surrender of certificate of incorporation — Surrender of certificate of incorporation385. Section number not used — Section number not usedPart 8 — Conversions to companies and incorporated associationsDivision 1 — Conversion to company386. Society may convert to company — Society may convert to company387. Proposal to convert by society to be approved by members — Proposal to convert by society to be approved by members388. SSA may direct as to percentage — SSA may direct as to percentage389. Application by society to SSA for approval of proposal — Application by society to SSA for approval of proposal390. Conversion of society to company — Conversion of society to company391. Surrender of certificate of incorporation and cancellation of registration of society — Surrender of certificate of incorporation and cancellation of registration of society392. Certificate of SSA — Certificate of SSADivision 2 — Conversion to incorporated association393. Society without benefit fund may convert to incorporated association — Society without benefit fund may convert to incorporated association394. Proposal to convert to be approved by members or society’s board — Proposal to convert to be approved by members or society’s board395. Application by society to SSA for approval of proposal — Application by society to SSA for approval of proposal396. Conversion of society to incorporated association — Conversion of society to incorporated association397. Surrender of certificate of incorporation and cancellation of registration of society — Surrender of certificate of incorporation and cancellation of registration of society398. Certificate of SSA — Certificate of SSAPart 9 — External administration399. Arrangements and reconstructions — Arrangements and reconstructions400. Receivers and other controllers of property of societies — Receivers and other controllers of property of societies401. Winding‑up — Winding‑up402. Winding‑up on certificate of SSA — Winding‑up on certificate of SSA403. Application of Corporations Law to winding‑up — Application of Corporations Law to winding‑up404. Voluntary winding‑up — Voluntary winding‑up405. Vacancy in office of liquidator on voluntary winding‑up — Vacancy in office of liquidator on voluntary winding‑up406. Remuneration of liquidator on voluntary winding‑up — Remuneration of liquidator on voluntary winding‑up407. Priority on winding‑up — Priority on winding‑up408. Determination of amounts to be treated as liabilities — Determination of amounts to be treated as liabilities409. Cancellation of registration — Cancellation of registrationPart 10 — Special investigations410. Definition — Definition411. Appointment of investigators — Appointment of investigators412. Investigation of affairs of related body corporate — Investigation of affairs of related body corporate413. Powers of investigators — Powers of investigators414. Examination of officers — Examination of officers415. Self‑incrimination — Self‑incrimination416. Privileged communications — Privileged communications417. Failure of officer to comply with requirement of investigator — Failure of officer to comply with requirement of investigator418. Recording of examination — Recording of examination419. Delegation of powers by investigator — Delegation of powers by investigator420. Report of investigator — Report of investigator421. Proceedings following investigation — Proceedings following investigation422. Admission of investigator’s report in evidence — Admission of investigator’s report in evidence423. Expenses of investigation — Expenses of investigation424. Offences — Offences425. Defence — DefencePart 11 — Foreign societies426. Definitions — Definitions427. Registration — Registration428. Agents — Agents429. Section number not used — Section number not used430. Liability of agent — Liability of agent431. Service on agent — Service on agent432. Application of Code to foreign societies — Application of Code to foreign societies433. SSA to be notified of certain changes — SSA to be notified of certain changes434. Section number not used — Section number not used435. Cessation of business — Cessation of business436. Society proposing to register as foreign society — Society proposing to register as foreign society437. SSA to provide certain documents — SSA to provide certain documentsPart 12 — Associations438. Formation of associations — Formation of associations439. Objects of associations — Objects of associations440. Registration — Registration441. Certificate of incorporation — Certificate of incorporation442. Effect of incorporation — Effect of incorporation443. Membership — Membership444. Share capital — Share capital445. Meetings — Meetings446. Application of Code to associations — Application of Code to associationsPart 13 — Review of decisions447. Reviewable decisions — Reviewable decisions448. Application for review of decisions — Application for review of decisions449. Application of AFIC Code — Application of AFIC Code450. SSA to review certain decisions — SSA to review certain decisionsPart 14 — MiscellaneousDivision 1 — 451. Certificates etc. — Certificates etc.452. Rules — Rules453. Registers — Registers454. Minutes — Minutes455. Entries — EntriesDivision 2 — Offences456. Defaults by societies — Defaults by societies457. Restrictions on powers — Restrictions on powers458. Offences by officers — Offences by officers459. Incurring debts not likely to be paid — Incurring debts not likely to be paid460. Powers of Court — Powers of Court461. Inducement to be appointed as liquidator — Inducement to be appointed as liquidator462. Falsification of records — Falsification of records463. Frauds by officers — Frauds by officers464. False or misleading information — False or misleading information465. Power to examine defaulting officers — Power to examine defaulting officers466. Power of Court to assess damages against certain persons — Power of Court to assess damages against certain persons467. False copies of rules — False copies of rules468. Fraud or misappropriation — Fraud or misappropriation469. Commissions — Commissions470. Officers and other persons in default — Officers and other persons in defaultDivision 3 — Proceedings471. Proceedings for offences — Proceedings for offences472. Reciprocity in relation of offences — Reciprocity in relation of offences473. Continuing offences — Continuing offences474. Injunctions — Injunctions475. Penalty notices — Penalty notices476. Power to grant relief — Power to grant reliefDivision 4 — Other matters477. Secrecy — Secrecy478. Powers about money of members who have died — Powers about money of members who have died479. Limitation of doctrine of ultra vires — Limitation of doctrine of 480. Abolition of doctrine of constructive notice — Abolition of doctrine of constructive noticePart 15 — Transitional481. Continuing societies — Continuing societies482. Application for certificate of incorporation — Application for certificate of incorporation483. Benefit funds — Benefit funds484. Rules — Rules485. Subsidiaries — Subsidiaries486. Directors — Directors487. Annual general meeting — Annual general meeting488. Special resolutions — Special resolutions489. Registers — Registers489A. Accounts — Accounts490. Winding‑up — Winding‑up491. Documents — Documents492. Operation of Part 4B — Operation of Part 4B493. Interstate society carrying on business in this State — Interstate society carrying on business in this StateSchedule APart 1 — Preliminary1. Displacement of Schedule by contrary intention — Displacement of Schedule by contrary intentionPart 2 — General2. Code or Act includes statutory instruments under Code or Act — Code or Act includes statutory instruments under Code or Act3. Code to be construed not to exceed legislative power of Legislature — Code to be construed not to exceed legislative power of Legislature4. Every section to be a substantive enactment — Every section to be a substantive enactment5. Material that is, and is not, part of Code — Material that is, and is not, part of Code6. References to particular Acts — References to particular Acts7. References taken to be included in Act or Code citation etc. — References taken to be included in Act or Code citation etc.8. References to commencement of AFIC Code — References to commencement of AFIC Code9. Interpretation best achieving Code’s purpose — Interpretation best achieving Code’s purpose10. Use of extrinsic material in interpretation — Use of extrinsic material in interpretation11. Effect of change of drafting practice and use of examples — Effect of change of drafting practice and use of examples12. Compliance with forms — Compliance with formsPart 3 — Terms and references13. Definitions — Definitions14. Provisions relating to defined terms and gender and number 36315. Meaning of “may” and “must” — Meaning of “may” and “must”16. Words and expressions used in statutory instruments — Words and expressions used in statutory instruments17. Effect of express references to bodies corporate and individuals — Effect of express references to bodies corporate and individuals18. References to Minister — References to Minister19. Production of records kept in computers etc. — Production of records kept in computers etc.20. Application of offence provisions to bodies corporate — Application of offence provisions to bodies corporate21. References to this State to be implied — References to this State to be implied22. References to officers and holders of offices — References to officers and holders of offices23. Reference to certain provisions of this Code — Reference to certain provisions of this Code24. Words that form part of provision — Words that form part of provision25. Reference to provisions of a Code or an Act is inclusive — Reference to provisions of a Code or an Act is inclusivePart 4 — Functions and powers26. Performance of statutory functions — Performance of statutory functions27. Power to make instrument or decision includes power to amend or repeal — Power to make instrument or decision includes power to amend or repeal28. Matters for which statutory instruments may make provision — Matters for which statutory instruments may make provision29. Presumption of validity and power to make — Presumption of validity and power to make30. Appointments may be made by name or office — Appointments may be made by name or office31. Acting appointments — Acting appointments32. Powers of appointment imply certain incidental powers — Powers of appointment imply certain incidental powers33. Delegation of powers — Delegation of powers34. Exercise of power between enactment and commencement — Exercise of power between enactment and commencementPart 5 — Distance, time and age35. Matters relating to distance, time and age — Matters relating to distance, time and agePart 6 — Service of documents36. Service of documents — Service of documents37. Meaning of service by post — Meaning of service by post38. Time of provision of Code ceasing to have effect — Time of provision of Code ceasing to have effectPart 7 — Effect of repeal, amendment or expiration39. Repealed or amended provision of Code not revived — Repealed or amended provision of Code not revived40. Saving of operation of repealed provision of Code — Saving of operation of repealed provision of Code41. Continuance of repealed provisions — Continuance of repealed provisions42. Code and amending Acts to be read as one — Code and amending Acts to be read as onePart 8 — Offences under code43. Penalty at end of provision — Penalty at end of provision44. Penalty other than at end of provision — Penalty other than at end of provision45. Indictable offences and summary offences — Indictable offences and summary offences46. Double jeopardy — Double jeopardy47. Aiding and abetting, attempts etc. — Aiding and abetting, attempts etc.Part 9 — Instruments under Code48. Schedule applies to statutory instruments — Schedule applies to statutory instrumentsNotesComparative Table of provisions of Friendly Societies Code and Financial Institutions CodeNotesCompilation table — Compilation tableDefined terms

Western Australia

Friendly Societies (Western Australia) Act 1999

An Act to provide for the formation, registration, management and regulation of friendly societies, to repeal the Friendly Societies Act 1894 and to make consequential amendments to other Acts, and for other purposes.

Part 1 – Preliminary1.Short title

This Act may be cited as the Friendly Societies (Western Australia) Act 1999.

2.Commencement

This Act comes into operation on such day as is, or days as are respectively, fixed by proclamation.

3.Definitions

(1)
In this Act unless the contrary intention appears —

“AFIC” means the Australian Financial Institutions Commission established by the AFIC Act;

“AFIC Act” means the Australian Financial Institutions Commission Act 1992 of Queensland;

“friendly societies legislation of Western Australia” means —

(a)
this Act;
(b)
the Friendly Societies (Western Australia) Code;
(c)
the Friendly Societies (Western Australia) Regulations;
(d)
the AFIC (Western Australia) Code, the AFIC (Western Australia) Regulations, the Financial Institutions (Western Australia) Code and the Financial Institutions (Western Australia) Regulations as applying to the Code and Regulations referred to in paragraphs (b) and (c);

“Friendly Societies (Western Australia) Code”means the Code set out in the Appendix;

“Friendly Societies (Western Australia) Regulations”means the Regulations in force for the time being under Part 4 of this Act;

“Ministerial Council” means the Ministerial Council established under the financial institutions agreement within the meaning of the Financial Institutions (Western Australia) Act 1992;

(2)
Words and expressions used in the Friendly Societies (Western Australia) Code and this Act have the same respective meanings in this Act as they have in that Code.
(3)
Subsection (2) does not apply to the extent that the content or subject matter otherwise indicates or requires.

4.Crown to be bound

(1)
This Act binds the Crown in right of Western Australia and, so far as the legislative power of Parliament permits, the Crown in all its capacities.
(2)
Nothing in this section permits the Crown in any of its capacities to be prosecuted for an offence.

Part 2 – Friendly Societies (Western Australia) Code5.Friendly Societies (Western Australia) Code enacted

The Friendly Societies (Western Australia) Code has effect.

6.Interpretation of expressions in the Friendly Societies (Western Australia) Code and the Friendly Societies (Western Australia) Regulations

(1)
In the Friendly Societies (Western Australia) Code and the Friendly Societies (Western Australia) Regulations—

“continuing society” means a friendly society to which the Friendly Societies Act 1894 applied immediately before the commencement of this section;

“Legislature of this State” means the Legislature of Western Australia;

“pharmacy law of this State” means the Pharmacy Act 1964;

“the Code” or “this Code” means the Friendly Societies (Western Australia) Code;

“the previous law” means the Friendly Societies Act 1894.

(2)
The Corporations (Western Australia) Act 1990 and the applicable provisions of Western Australia within the meaning of that Act, are prescribed for the purpose of section 19(4) of the Friendly Societies (Western Australia) Code.

Part 3 – Conferral of functions and powers7.Conferral of functions and powers on AFIC

AFIC has the functions and powers conferred or expressed to be conferred on it by or under the friendly societies legislation of Western Australia.

8.Conferral of functions and powers on Tribunal

The Australian Financial Institutions Appeals Tribunal established under the AFIC Act has the functions and powers conferred or expressed to be conferred on it by or under the friendly societies legislation of Western Australia.

9.State supervisory authority

The Western Australian Financial Institutions Authority established by the Western Australian Financial Institutions Authority Act 1992 is the State supervisory authority for Western Australia.

Part 4 – Friendly Societies (Western Australia) Regulations10.Definition

In this Part —

“the Code” means the Code set out in the Appendix, as in force for the time being.

11.General regulation‑making power for the Code

(1)
The Governor may make regulations prescribing all matters that are required or permitted by this Act or the Code to be prescribed or are necessary or convenient for giving effect to the purposes of this Act or the Code.
(2)
A regulation under this Part may only be made on the recommendation of the Ministerial Council.
(3)
A regulation under this Part may create an offence punishable by a penalty not exceeding $5 000.

12.Savings and transitional regulations for Code

(1)
A regulation under this Part may make provision of a savings or transitional nature consequent on the enactment of the Code or a provision of the Code.
(2)
If the regulation so provides, it has effect despite any provision of this Act or the Code.
(3)
A provision of a regulation made under this section may, if the regulation so provides, take effect from the day this Act receives the Royal Assent or from a later day.
(4)
To the extent to which a provision takes effect from a day earlier than the day of the regulation’s publication in the Gazette, the provision does not operate to the disadvantage of a person (other than the State or a State authority) by —
- (a)
  decreasing the person’s rights; or
- (b)
  imposing liabilities on the person.
Part 5 – Levies, fees and other amounts

13.Fees

This section imposes the fees that the Friendly Societies (Western Australia) Regulations or the AFIC (Western Australia) Regulations prescribe, except to the extent that they are taxes.

14.Levies

(1)
Except to the extent that they are taxes, this section imposes —
- (a)
  the levy payable under sections 119 and 120 of the AFIC (Western Australia) Code by a society; and
- (b)
  the supervision levy payable under section 51 of the Friendly Societies (Western Australia) Code by a society.
(2)
An expression has in subsection (1) the meaning it would have if this section were in the AFIC (Western Australia) Code or the Friendly Societies (Western Australia) Code, as the case requires.

15.Fees, fines and penalties

All fees, fines, penalties and other money which, under or by virtue of the friendly societies legislation of Western Australia are authorized or directed to be imposed on any person and are not, under that legislation, fees, levies or other amounts payable to a specified person are to be paid to the Treasurer of the State and credited to the Consolidated Fund.

Part 6 – Miscellaneous16.Crimes

An offence under the Friendly Societies (Western Australia) Code that is punishable by imprisonment for a period exceeding 2 years is a crime.

Part 7 – Consequential amendments17.Repeal of Friendly Societies Act 1894

The Friendly Societies Act 1894 is repealed.

18.Co‑operative and Provident Societies Act 1903 amended

The Co‑operative and Provident Societies Act 1903* is amended —

(a)
in section 2 by deleting the definition of “The Registrar” and substituting the following definition —

“

“The Registrar” means the person appointed under and subject to Part 3 of the Public Sector Management Act 1994 to the office of Registrar of Co‑operative and Financial Institutions.

”;

(b)
in the Fourth Schedule —
- (i)
  by deleting “of Friendly Societies” in both places where it occurs; and
- (ii)
  by deleting “Friendly Societies Office, Perth” in both places where it occurs and substituting in each place the following —

“

Registry of Co‑operative and Financial Institutions, Perth

”.

[*
Reprinted as authorized 30 September 1969.

For subsequent amendments see 1997 Index to Legislation of Western Australia, Table 1, p. 52.]

19.Equal Opportunity Act 1984 amended

The Equal Opportunity Act 1984* is amended —

(a)
in section 35N(1)(c) by deleting “Friendly Societies Act 1894” and substituting the following —

“ Friendly Societies (Western Australia) Code 1999 ”;

(b)
in section 66ZS(1)(a)(iii) by deleting “Friendly Societies Act 1894” and substituting the following —

“ Friendly Societies (Western Australia) Code 1999 ”;

and

“ Friendly Societies (Western Australia) Code 1999 ”.

[*
Reprinted as at 16 April 1996.

For subsequent amendments see 1997 Index to Legislation of Western Australia, Table 1, pp. 76‑7.]

20.Financial Institutions (Western Australia) Act 1992 amended

The Financial Institutions (Western Australia) Act 1992* is amended —

(a)
in section 7(1) by inserting in the appropriate alphabetical position the following definition —

“

“Friendly Societies Code” means the Friendly Societies (Western Australia) Code set out in the Appendix to the Friendly Societies (Western Australia) Act 1999;

”;

and

(b)
in section 10(1) by inserting in the appropriate alphabetical position the following definition —

“

“Friendly Societies Code” means the Friendly Societies (Western Australia) Code set out in the Appendix to the Friendly Societies (Western Australia) Act 1999;

”.

[*
Act No 30 of 1992.

For subsequent amendments see 1997 Index to Legislation of Western Australia, Table 1, p. 85.]

21.Housing Loan Guarantee Act 1957 amended

Section 5 of the Housing Loan Guarantee Act 1957* is amended by deleting “Friendly Societies Act 1894” and substituting the following —

“ Friendly Societies (Western Australia) Code 1999 ”.

[*
Reprinted as authorized 20 May 1974.

For subsequent amendments see 1997 Index to Legislation of Western Australia, Table 1, p. 109.]

22.Pharmacy Act 1964 amended

The Pharmacy Act 1964* is amended —

(a)
in section 23(1) by deleting “Friendly Societies Act 1894” and substituting the following —

“ Friendly Societies (Western Australia) Code 1999 ”;

(b)
in section 36(1)(b) by deleting “Friendly Societies Act 1894” and substituting the following —

“ Friendly Societies (Western Australia) Code 1999 ”;

and

“ Friendly Societies (Western Australia) Code 1999 ”.

[*
Reprinted as authorized 18 April 1983.

For subsequent amendments see 1997 Index to Legislation of Western Australia, Table 1, pp. 178‑9.]

23.Stamp Act 1921 amended

The Third Schedule to the Stamp Act 1921* is amended in item(4)(a) by deleting “Friendly Societies Act 1894” and substituting the following —

“ Friendly Societies (Western Australia) Code 1999 ”.

[*
Reprinted as at 23 January 1996.

For subsequent amendments see 1997 Index to Legislation of Western Australia, Table 1, pp. 217‑20.]

24.Western Australian Financial Institutions Authority Act 1992 amended

The Western Australian Financial Institutions Authority Act 1992* is amended —

(a)
in section 3 by inserting in the appropriate alphabetical positions the following definitions —

“

“Friendly Societies (Western Australia) Code” means the Code set out in the Appendix to the Friendly Societies (Western Australia) Act 1999;

“friendly societies legislation of Western Australia” has meaning given to that expression by the Friendly Societies (Western Australia) Act 1999;

”;

(b)
by repealing section 4 and substituting the following section —

“

4. Interpretation

Unless the contrary intention appears, words and expressions used in this Act that are defined in —

(a)
the scheme legislation of Western Australia; or
(b)
the friendly societies legislation of Western Australia,

have the respective meanings given by those definitions.

”;

“

, the friendly societies legislation of Western Australia

”;

(d)
in section 7(2) by inserting after “Australia” the following —

“

and the friendly societies legislation of Western Australia

”;

(e)
in section 9 by inserting after “Australia” the following —

“

, the friendly societies legislation of Western Australia

”;

(f)
in section 45(4) by deleting “or the scheme legislation” and substituting the following —

“

, the scheme legislation of Western Australia or the friendly societies legislation

”;

(g)
in section 45(5) by deleting “or the scheme legislation” and substituting the following —

“

, the scheme legislation of Western Australia or the friendly societies legislation

”;

(h)
in section 50(2) —
- (i)
  by deleting “or” after paragraph (a);
- (ii)
  in paragraph (b) by deleting “Subdivision,” and substituting the following —
“ Subdivision; or ”; and
- (iii)
  by inserting after paragraph (b) the following paragraph —

“

”;

(i)
in section 51 by inserting after subsection (2) the following subsection —

“

(2a)
The powers under section 51 of the Friendly Societies (Western Australia) Code are not to be delegated.

”;

and

(j)
in section 52 by inserting after “legislation” the following —

“

or the friendly societies legislation of Western Australia

”.

[*
Act No. 29 of 1992.]

Appendix

[Section 5]

Friendly Societies (Western Australia) Code

Part 1 — Preliminary

Division 1 — Introductory

1. Citation

This Code may be cited as the Friendly Societies (Western Australia) Code.

Note for this clause:

The sections of this Code have been numbered to correspond with the numbering in the Friendly Societies Code set out in Schedule 1 to the Friendly Societies (Victoria) Act 1996 which is in force in other States.

2. Commencement

This Code comes into operation as provided in section 2 of the Friendly Societies (Western Australia) Act 1999.

Division 2 — Interpretation

3. Definitions

In this Code —

“accounting records” include —

(a)
invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry; and
(b)
documents and records that record such entries; and
(c)
such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up;

“accounting standard” has the meaning given by section 9 of the Corporations Law;

“accounts” means profit and loss accounts and balance sheets, and includes statements, reports and notes (other than a directors’ report) attached to or intended to be read with any of those accounts or balance sheets;

“advertisement” includes matter that is not in writing but because of the form or context in which it appears conveys a message;

“affairs”, in relation to a body corporate, has the meaning given by section 53 of the Corporations Law;

“AFIC” means the Australian Financial Institutions Commission;

“AFIC Code” means the Code set out in section 21 of the Australian Financial Institutions Commission Act 1992 of Queensland;

“applicable accounting standard” means an accounting standard as applying under section 334;

“Appeals Tribunal” means the Australian Financial Institutions Appeals Tribunal established under the Australian Financial Institutions Commission Act 1992 of Queensland;

“association” means a body registered as an association under Part 12;

“bank” means —

(a)
a bank as defined by section 5 of the Banking Act 1959 of the Commonwealth; or
(b)
a bank constituted under a law of a State;

“benefit”, in relation to a society, means an interest in a benefit fund of the society in accordance with the rules of the society relating to that fund;

“benefit fund” in relation to a society, means a fund established by the society in accordance with Part 4A;

“board”, in relation to a society, means the board of directors of the society;

“body” includes an entity;

“body corporate” means any body corporate whether formed or incorporated within or outside this State, but does not include —

(a)
a body corporate that is incorporated within Australia or an external Territory and is a public authority or an instrumentality or agency of the Crown; or
(b)
a corporation sole;

“borrow” means to obtain financial accommodation;

“building society” means a building society within the meaning of the Financial Institutions (Western Australia) Code or a law of another State that corresponds to that Code;

“certificate of confirmation” has the meaning given by section 362;

“company” means a company incorporated, or taken to be incorporated, under the Corporations Law;

“consolidated accounts”, in relation to a society, means all of the following —

(a)
a consolidated profit and loss account that section 331 requires to be made out in relation to a financial year of the society;
(b)
a consolidated balance sheet that section 331 requires to be made out in relation to the financial year of the society;
(c)
statements, reports and notes (other than a directors’ report) attached to, or intended to be read with, that consolidated profit and loss account or consolidated balance sheet;

“Court” means the Supreme Court or a Supreme Court Judge of this State;

“credit union” means a credit union within the meaning of the Financial Institutions (Western Australia) Code or a law of another State that corresponds to that Code;

“debenture” has the meaning given by section 9 of the Corporations Law;

“director” has the meaning given by section 5;

“disclosure document” means a document lodged with the SSA under Part 4B and that complies, or ought to comply, with the requirement for disclosure documents under that Part;

“economic entity” means an economic entity for the purposes of Part 3.6 of the Corporations Law;

“employee”, in relation to the SSA, includes —

(a)
an officer of the SSA; and
(b)
a person whose services are made available to the SSA; and
(c)
a person engaged by the SSA on a contract for services;

“entity” means an entity for the purposes of Part 3.6 of the Corporations Law, and includes a society;

“executive officer”, in relation to a society or entity, means a person (by whatever name called) who is concerned, or takes part, in the management of the society or entity;

“expert”, in relation to a matter, means an independent person whose profession or reputation gives authority to a statement made by the person in relation to the matter;

“Financial Institutions Code” means the Code set out in section 30 of the Financial Institutions (Queensland) Act 1992 of Queensland;

“financial institutions scheme” means the scheme established and implemented by the financial institutions agreement and the financial institutions legislation within the meaning of the AFIC Code;

“foreign society” means a body registered as a foreign society under Part 11;

“friendly societies legislation” means —

(a)
the friendly societies legislation of Western Australia, namely —
(i)
the Friendly Societies (Western Australia) Act 1999 and the Friendly Societies (Western Australia) Code set out in the Appendix to the Act; and
(ii)
regulations made under that Act; and
(b)
the friendly societies legislation of Victoria, namely —
(i)
the Friendly Societies (Victoria) Act 1996 of Victoria and the Friendly Societies Code set out in Schedule 1 to the Act; and
(ii)
regulations made under that Act; and
(c)
the friendly societies legislation of the other participating States, namely —
(i)
the Acts and regulations of the other participating States that apply, complement or otherwise give effect to any part of the friendly societies legislation of Victoria; and
(ii)
the friendly societies legislation of Victoria as applying in those States; and
(d)
the financial institutions legislation within the meaning of the AFIC Code so far as it applies or is otherwise relevant to the legislation mentioned in paragraph (a), (b) or (c);

“fund”, in relation to a society, means —

(a)
a benefit fund of the society; or
(b)
the management fund of the society;

“group” means an economic entity of which a society is a part;

“group accounts”, in relation to a holding society, means a set of consolidated accounts for the group in relation to which the society is the holding society;

“holding body corporate” has the meaning given by section 6;

“holding society” has the meaning given by section 7;

“inspector” means a person authorized under section 33;

“issue” includes circulate, distribute and disseminate;

“management fund”, in relation to a society, means the fund of the society consisting of the assets and liabilities of the society that do not form part of a benefit fund of the society;

“member” —

(a)
in relation to a society, means a person who is a member of the society under Division 5 of Part 3; and
(b)
in relation to a benefit fund of a society, means a person entitled to a benefit from that fund in accordance with the rules of the society;

“national business names register” has the meaning given by the Corporations Law;

“officer” has the meaning given by section 9;

“participating State” means —

(a)
Western Australia;
(b)
Victoria
(c)
any other State in which there is in force a law corresponding to Part 2 of the Friendly Societies (Victoria) Act 1996 of Victoria;

“permanent share”, in relation to a society, means a share in the society other than a redeemable preference share;

“profit or loss” means —

(a)
in relation to an entity, the profit or loss resulting from operations of the entity; and
(b)
in relation to 2 or more entities or an economic entity constituted by 2 or more entities, the profit or loss resulting from the operations of those entities;

“publish” —

(a)
in relation to a notice under Part 4B, means publish by any means, including in a newspaper or periodical, by broadcasting or televising or in a cinematograph film; and
(b)
in any case, includes issue;

“redeemable preference share” means a preference share in a society that is, or at the society’s option is, liable to be redeemed;

“registered company auditor” means a person registered as an auditor, or taken to be registered as an auditor, under Part 9.2 of the Corporations Law;

“relevant agreement” means an agreement, arrangement or understanding —

(a)
whether formal or informal or partly formal and partly informal;
(b)
whether written or oral or partly written and partly oral; and
(c)
whether or not having legal or equitable force and whether or not based on legal or equitable rights;

“rules”, in relation to a society, means rules of the society under this Code as in force from time to time;

“securities” has the meaning given by section 92 of the Corporations Law;

“services corporation” means a body corporate declared to be a services corporation under section 30;

“share” means a share in the share capital of a body corporate;

“society” means a body registered under this Code as a society;

“SSA”, in relation to a State, means the person or body declared by the friendly societies legislation of the State to be the State supervisory authority for the State;

“standard” means a standard in force under section 28 of the AFIC Code;

“State” means a State or Territory;

“subsidiary” has the meaning given by section 11;

“transferee society” has the meaning given by section 362;

“transferor society” has the meaning given by section 362.

4. Associate

(1)
For the purposes of this Code, except Division 4 of Part 5 and section 295, a person is an “associate” of another, or is associated with another, if —
- (a)
  they are partners; or
- (b)
  one is a spouse, parent or child of the other; or
- (c)
  they are both trustees or beneficiaries of the same trust, or one is a trustee and the other is a beneficiary of the same trust; or
- (d)
  one is a body corporate or other entity (whether inside or outside Australia) and the other is a director or member of the governing body of the body or entity; or
- (e)
  one is a body corporate or other entity (whether inside or outside Australia) and the other is a person who has a legal or equitable interest in 5% or more of the share capital of the body or entity; or
- (f)
  they are related bodies corporate within the meaning of section 10; or
- (g)
  a relationship of a prescribed kind exists between them; or
- (h)
  a chain of relationships can be traced between them under any one or more of the above paragraphs.
(2)
For the purposes of Part 4B, a person is an “associate” of another, or is associated with another, if —
- (a)
  the person is such an associate, or is so associated, under subsection (1); or
- (b)
  the other person is a director of a body corporate of which the first‑mentioned person is also a director and which carries on a business of dealing in benefits.

5. Director

(1)
Subject to subsection (2), for the purposes of this Code, “director”, in relation to a body corporate, includes a reference to —
- (a)
  a person occupying or acting in the position of director of the body, by whatever name called and whether or not validly appointed to occupy, or duly authorized to act in, the position; and
- (b)
  a person in accordance with whose directions or instructions the directors of the body corporate are accustomed to act; and
- (c)
  in the case of a body corporate incorporated outside Australia —
  - (i)
    a member of the body’s board; and
  - (ii)
    a person occupying or acting in the position of member of the body’s board, by whatever name called and whether or not validly appointed to occupy, or duly authorized to act in, the position; and
  - (iii)
    a person in accordance with whose directions or instructions the members of the body’s board are accustomed to act.
(2)
A person is not to be regarded as a person in accordance with whose directions or instructions —
- (a)
  a body corporate’s directors; or
- (b)
  the members of the board of a body corporate incorporated outside Australia,

are accustomed to act merely because the directors or members act on advice given by the person in the proper performance of the functions attaching to —

(c)
the person’s professional capacity; or
(d)
the person’s business relationship with the directors, the members of the board or the body.

6. Holding body corporate

A reference in this Code to the holding body corporate of another body corporate is a reference to a body corporate of which the other body corporate is a subsidiary.

7. Holding society

A society is a holding society in respect of a financial year of the society if the society controls another entity during all or part of the financial year.

8. Making a decision

A reference in this Code to the making of a decision includes a reference to —

(a)
making, suspending, revoking or refusing to make an order or determination; or
(b)
giving, suspending, revoking or refusing to give a certificate, direction, approval, consent or permission; or
(c)
issuing, suspending, revoking or refusing to issue a licence, authority or other instrument; or
(d)
imposing a condition or restriction; or
(e)
making a declaration, demand or requirement; or
(f)
retaining, or refusing to deliver up, an article; or
(g)
doing or refusing to do anything else.

9. Officer

(1)
Subject to subsection (2), for the purposes of this Code, “officer”, in relation to a body corporate or entity, includes —
- (a)
  a director, secretary, executive officer or employee of the body or entity; and
- (b)
  a receiver and manager, appointed under a power contained in an instrument, of property of the body or entity; and
- (c)
  a liquidator of the body or entity appointed in a voluntary winding‑up of the body or entity; and
- (d)
  a trustee or other person administering a compromise or arrangement made between the body or entity and other persons.
(2)
None of the following is an officer of the body corporate or entity —
- (a)
  a receiver who is not also a manager;
- (b)
  a receiver and manager appointed by a court;
- (c)
  a liquidator appointed by a court.

10. Related body corporate

If a body corporate is —

(a)
the holding body corporate of another body corporate; or
(b)
a subsidiary of another body corporate; or
(c)
a subsidiary of the holding body corporate of another body corporate,

the first body corporate and the other body corporate are related to each other.

11. Subsidiary

(1)
Subject to subsection (5), a body corporate is a subsidiary of a society if —
- (a)
  the society —
  - (i)
    controls the composition of the body corporate’s board of directors; or
  - (ii)
    is in a position to cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the body corporate; or
  - (iii)
    holds more than 50% of the issued share capital of the body corporate (other than any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);
or
- (b)
  the body corporate is a subsidiary of a body corporate that is a subsidiary of the society (including a body corporate that is a subsidiary of the society by another application of this paragraph).
(2)
The composition of a body corporate’s board of directors is controlled by a society if the society can appoint or remove all or a majority of the directors by the exercise of a power exercisable with or without the consent or concurrence of another person.
(3)
For the purposes of subsection (2), a society is taken to have power to make an appointment of directors if —
- (a)
  a person cannot be appointed as director without the exercise of such a power by the society in the person’s favour; or
- (b)
  a person’s appointment as a director follows necessarily from the person being a director or other officer of the society.
(4)
Subsection (2) does not limit by implication the circumstances in which the composition of a body corporate’s board of directors is taken to be controlled by a society.
(5)
In determining whether a body corporate is a subsidiary of a society —
- (a)
  any shares held or power exercisable by the society in a fiduciary capacity must be treated as not held or exercisable by it; and
- (b)
  subject to paragraphs (c) and (d), any shares held or power exercisable —
  - (i)
    by any person as a nominee for the society; or
  - (ii)
    by, or by a nominee for, a subsidiary of the society (other than a subsidiary that is concerned only in a fiduciary capacity),
must be treated as held or exercisable by the society; and
- (c)
  any shares held or power exercisable by a person under a debenture, or a trust deed for securing the issue of debentures, must be disregarded; and
- (d)
  any shares held or power exercisable by, or by a nominee for, the society or a subsidiary of a society merely by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with providing financial accommodation must be disregarded.
(6)
If it is relevant to determine for the purposes of this Code whether a body corporate is a subsidiary of another body corporate that is not a society and subsection (1) does not apply, the first body corporate is a subsidiary of the other body corporate if it would be such a subsidiary under the Corporations Law.

12. Qualified privilege

(1)
Where this Code provides that a person has qualified privilege in respect of an act, matter or thing, the person, in respect of that act, matter or thing —
- (a)
  has qualified privilege in proceedings for defamation; or
- (b)
  is not, in the absence of malice on the person’s part, liable to an action for defamation at the suit of a person.
(2)
In subsection (1) —

“malice” includes ill‑will to the person concerned or any other improper motive.

(3)
Neither this section nor a provision of this Code that provides as mentioned in subsection (1) limits or affects any right, privilege or immunity that a person has, apart from this section or such a provision, as defendant in proceedings, or an action, for defamation.

13. Carrying on business: otherwise than for profit

A reference in this Code to a person carrying on business, carrying on a business, or carrying on a business of a particular kind, includes a reference to the person carrying on business, carrying on a business, or carrying on a business of that kind, as the case may be —

(a)
in any case, otherwise than for profit; or
(b)
in the case of a body corporate, otherwise than for the profit of the members or corporators of the body.

14. Businesses of a particular kind

A reference in this Code to a business of a particular kind includes a reference to a business of that kind that is part of, or is carried on in conjunction with, any other business.

15. Carrying on a business: alone or together with others

A reference in this Code to a person carrying on a business, or a business of a particular kind, is a reference to the person carrying on a business, or a business of that kind, whether alone or together with any other person or persons.

16. Interpretation generally

Schedule A contains miscellaneous provisions relating to the interpretation of this Code.

Division 3 — Operation of friendly societies legislation

17. Extraterritorial operation of legislation

The friendly societies legislation applies —

(a)
throughout Australia; and
(b)
both within and outside Australia.

Division 4 — Application and adoption of Corporations Law

18. Definitions

In this Division —

“Corporations Law” includes the Corporations Regulations.

19. Corporations Law applying under its own force

(1)
The provisions of the Corporations Law (other than the provisions of the Corporations Law mentioned in subsection (2)) are excluded from applying under their own force to and with respect to societies.
(2)
However, the following provisions of the Corporations Law are not excluded from applying under their own force —
- (a)
  provisions applying to, or about, the following —
  - (i)
    bodies;
  - (ii)
    bodies corporate;
  - (iii)
    disclosing entities;
  - (iv)
    eligible bodies;
  - (v)
    persons;
  - (vi)
    securities, including securities of a particular type;
  - (vii)
    securities, including securities of a particular type of a body corporate;
- (b)
  provisions applying to or about bodies or bodies corporate included in the official list of a securities exchange (including provisions of Chapter 6 applying to or about a company as defined for that Chapter);
- (c)
  Part 7.11;
- (d)
  Part 7.12;
- (e)
  provisions —
  - (i)
    about the interpretation of a provision mentioned in paragraphs (a) to (d) (“non‑excluded Corporations Law provision”), including a provision defining a word used in the non‑excluded Corporations Law provision; or
  - (ii)
    vesting power in the Australian Securities Commission, but only to the extent that they vest power for the purposes of a non‑excluded Corporations Law provision; or
  - (iii)
    empowering a court to make an order (including an order curing a procedural irregularity), but only to the extent that they empower the court to make an order for the purposes of a non‑excluded Corporations Law provision; or
  - (iv)
    otherwise about the administration of a non‑excluded Corporations Law provision.
(3)
Subsection (2) does not apply provisions of the Corporations Law that would not otherwise apply to societies or the securities of societies.
(4)
Subsections (1) to (3) have effect despite any law of this State prescribed for the purposes of this subsection.
(5)
The expressions used in subsection (2)(a), (b) and (e) have the meanings given by the Corporations Law.
(6)
Subsections (1) to (3) are not intended to affect the operation, as intended under the Corporations Law, of a provision of the Corporations Law expressly excluding a provision of the Corporations Law from having application to societies.

20. Corporations Law adopted under a regulation

(1)
A regulation may adopt, with or without modification, a provision of the Corporations Law for application to societies or the securities of societies.
(2)
However, a regulation may not adopt a provision of the Corporations Law to the extent that the provision as adopted would be inconsistent with a provision of the friendly societies legislation.
(3)
A regulation made as permitted by this section may create an offence with a maximum penalty of not more than the maximum penalty for the equivalent offence under the Corporations Law.

21. Adopted provisions of Corporations Law

(1)
This section applies if a provision of the Corporations Law (the “adopted provision”) is adopted for application to societies or the securities of societies with or without modification, under a provision (the “adopting provision”) of this Code (including a regulation permitted by section 20).

(2)
Unless the adopting provision otherwise provides, definitions and other interpretation provisions of the Corporations Law relevant to the adopted provision are taken also to be adopted.
(3)
“Gazette” and “Minister” in an adopted provision has the meaning given in this Code.
(4)
Neither the adopting provision nor the adopted provision gives power to the Australian Securities Commission to administer the adopted provision for this Code.

Part 2 — Functions and powers of SSA

Division 1 — General

22. Functions of SSA

The functions of the SSA under this Code are to —

(a)
register, supervise and regulate societies; and
(b)
supervise and enforce compliance by societies with this Code and with standards; and
(c)
ensure that an effective and efficient system of prudential supervision is applied to societies; and
(d)
protect the interests of members of societies; and
(e)
facilitate or direct the transfer of engagements of, or the conversion or merger of, societies; and
(f)
otherwise undertake the administration and enforcement of the financial institutions scheme so far as it relates to societies; and
(g)
provide information and statistics to AFIC relating to —
- (i)
  societies; and
- (ii)
  the operation, administration and enforcement of the financial institutions scheme so far as it relates to societies;

and

(h)
advise, and make recommendations to, AFIC; and
(i)
carry out such other functions as are conferred on it by or under the friendly societies legislation.

23. General powers

(1)
The SSA has power to do all things necessary or convenient to be done for, or in connection with, the performance of its functions under this Code.
(2)
Without limiting subsection (1), the SSA has such powers as are conferred on it by or under the friendly societies legislation.

24. SSA to comply with standards

In performing its functions, and exercising its powers, the SSA must comply with all applicable standards.

25. Application of variation under standards

(1)
If a standard provides that the operation of the standard in relation to a particular society may be varied by a SSA by temporarily changing a requirement of the standard, the SSA may temporarily change the requirement as allowed under the standard.
(2)
Subsection (1) does not limit section 23.

26. SSA to keep Minister informed

(1)
The SSA must keep the Minister informed of —
- (a)
  the operations of the SSA in relation to this Code; and
- (b)
  the operation, administration and enforcement of this Code.
(2)
The SSA must give the Minister such reports and information in relation to those matters as the Minister requires.

27. Inspection of documents at public office

(1)
The SSA must keep registers of documents and rules of societies at its public office.
(2)
A person may, on payment of the prescribed fee —
- (a)
  inspect at the public office of the SSA during ordinary business hours of the SSA at the office —
  - (i)
    the rules of a society; and
  - (ii)
    any other document of a prescribed class lodged with, created by or otherwise held by the SSA;
and
- (b)
  obtain from the SSA —
  - (i)
    a certified copy of the certificate of incorporation of a society and a certified copy of, or of part of, the rules of a society; or
  - (ii)
    a certified copy of, or extract from, another document that the person is entitled to inspect under paragraph (a).

28. Power of SSA to reject documents

(1)
If the SSA is of opinion that a document submitted to the SSA —
- (a)
  contains matter contrary to law; or
- (b)
  contains matter that, in a material particular, is false or misleading in the form or context in which it is included; or
- (c)
  because of an omission or misdescription, has not been duly completed; or
- (d)
  does not comply with the requirements of this Code; or
- (e)
  contains an error, alteration or erasure,

the SSA may refuse to register, or may reject, the document and may request —

(f)
that the document be appropriately amended or completed and resubmitted; or
(g)
that a fresh document be submitted in its place; or
(h)
if the document has not been duly completed, that a supplementary document be submitted.

(2)
The SSA may require a person who submits a document to the SSA to also produce another document, or to give any information, that the SSA considers necessary in order to form an opinion whether it should refuse to register or should reject the document.

29. Extension or abridgment of time

(1)
The SSA may, on receipt of written application by a society accompanied by the prescribed fee or of its own initiative, extend or abridge the time within which anything is required to be done under this Code or the society’s rules.
(2)
An application under subsection (1) may be made to the SSA even though the time sought to be extended has ended.

Division 2 — Specific powers

Subdivision 1 — Services corporations

30. Services corporation

(1)
The SSA may, by Gazette notice, declare a body corporate, that provides or proposes to provide financial or other services to societies to enable them to further their objects, to be a services corporation.
(2)
Subject to this section, a society may subscribe for or otherwise acquire shares in a services corporation.
(3)
A society must not, without the written approval of the SSA, apply funds in excess of the prescribed amount or an amount calculated as prescribed, whichever is greater, in subscribing for or otherwise acquiring shares in any one services corporation.

Maximum penalty: $25 000.

(4)
On an application for approval under subsection (3), the SSA may —
- (a)
  give the approval; or
- (b)
  refuse to give the approval.
(5)
The SSA may —
- (a)
  subject an approval to conditions; and
- (b)
  at any time vary or revoke a condition imposed on an approval.
(6)
If a condition (including a prescribed condition) to which an approval is subject has been contravened, the SSA may revoke the approval.
(7)
The SSA must not —
- (a)
  refuse to give an approval; or
- (b)
  subject an approval to conditions,

without first giving the society an opportunity to make written submissions to it in relation to the matter.

(8)
The SSA must not —
- (a)
  vary a condition imposed on an approval; or
- (b)
  revoke an approval,

without first giving the society an opportunity to be heard or, if the society prefers, an opportunity to make written submissions to it in relation to the matter.

(9)
The variation or revocation of a condition imposed on an approval or the revocation of an approval takes effect on —
- (a)
  the day that written notice is given to the society; or
- (b)
  a day specified in that notice,

whichever is later.

(10)
A society must not contravene any condition imposed on an approval.

Maximum penalty: $25 000.

(11)
The application by a society of funds in contravention of subsection (3) is not invalid as regards a person transacting business with the society unless the person —
- (a)
  has actual knowledge of the contravention at the time when the funds were applied; or
- (b)
  has a connection or relationship with the society that is such that the person should have known of the contravention.

Subdivision 2 — Enforcement powers

31. Obtaining information

(1)
The SSA may, if it is reasonably necessary for the purposes of its functions under the friendly societies legislation, by written notice given to a society, or a body corporate related to a society, require the society, or body corporate —
- (a)
  to give to it, within a reasonable period and in a reasonable way specified in the notice, specified information and reports; and
- (b)
  to give to it, at the reasonable times and in a reasonable way specified in the notice, periodic reports on specific matters; and
- (c)
  to notify it, within the reasonable time and in a reasonable way specified in the notice, if —
  - (i)
    a specified event or change of circumstances happens; or
  - (ii)
    the society or body corporate becomes aware that a specified event or change of circumstances is likely to happen.
(2)
The SSA may, if it is reasonably necessary for the purposes of its functions under the friendly societies legislation, by written notice given to a services corporation, or a body corporate related to a services corporation, require the services corporation or body corporate to give to it, within a reasonable time and in a reasonable way specified in the notice, specified information.
(3)
A society, body corporate or services corporation that, without reasonable excuse, fails to comply with a requirement under subsection (1) or (2) to the extent that it is capable of doing so commits an offence.

Maximum penalty: $25 000.

(4)
It is not a reasonable excuse for a society, or body corporate or services corporation to fail to comply with a requirement under subsection (1) or (2) that complying with the requirement might tend to incriminate the society, body corporate or services corporation.
(5)
The fact that information or a report or notification was given by a society, body corporate or services corporation under subsection (1) or (2) is not admissible in evidence against the society, body corporate or services corporation in a criminal proceeding (other than a proceeding in relation to the falsity of the information, report or notification) if —
- (a)
  the society, body corporate or services corporation, before giving the information, report or notification (the “relevant action”) claimed that the relevant action might tend to incriminate the society, body corporate or services corporation; and
- (b)
  the relevant action might in fact tend to incriminate the society, body corporate or services corporation.

32. Obtaining evidence

(1)
The SSA may, if it is reasonably necessary for the purposes of the friendly societies legislation, by written notice given to a person, require the person —
- (a)
  to attend before an employee of the SSA authorized for the purpose, at a reasonable time and place specified in the notice, and then and there answer questions; and
- (b)
  to produce to an employee of the SSA authorized for the purpose, at a reasonable time and place specified in the notice, documents in the custody or under the control of the person.
(2)
An employee before whom a person attends under subsection (1)(a) may require answers to be verified or given on oath or affirmation, and either orally or in writing, and for that purpose the employee may administer an oath or affirmation.
(3)
An employee to whom documents are produced under subsection (1) —
- (a)
  may keep the documents for 60 days or, if a prosecution for an offence against the friendly societies legislation of which the document may afford evidence is instituted within that period, until the completion of the proceeding for the offence and of any appeal in relation to the proceeding; and
- (b)
  while the employee has possession of the document, may take extracts from and make copies of the document, but must allow the document to be inspected at any reasonable time by a person who would be entitled to inspect it if it were not in the employee’s possession.
(4)
The regulations must prescribe scales of allowances and expenses to be allowed to persons required to attend under this section.
(5)
The SSA may authorize an employee for the purpose of subsection (1)(a) only if the person has, in the SSA’s opinion, the appropriate expertise for the purpose (whether because of training or otherwise).
(6)
A person who, without reasonable excuse, fails to comply with a requirement under subsection (1) to the extent that the person is capable of doing so commits an offence.

Maximum penalty: $25 000.

(7)
It is not a reasonable excuse for a person to fail to comply with a requirement under subsection (1) that complying with the requirement might tend to incriminate the person.
(8)
An answer given by a person under subsection (1) is not admissible against the person in a criminal proceeding (other than a proceeding in relation to the falsity of the answer) if —
- (a)
  the person, before giving the answer, claimed that giving the answer might tend to incriminate the person; and
- (b)
  the answer might in fact tend to incriminate the person.
(9)
The fact that a document was produced by a person under subsection (1) is not admissible in evidence against the person in a criminal proceeding (other than a proceeding in relation to the falsity of the document) if —
- (a)
  the person, before producing the document, claimed that producing the document might tend to incriminate the person; and
- (b)
  producing the document might in fact tend to incriminate the person.

33. Inspectors

(1)
The SSA may authorize a person, or a class of persons, to exercise all or any of the powers conferred by this Code on an inspector.
(2)
The SSA may cause an identity card to be issued to an inspector.
(3)
The identity card must —
- (a)
  contain a recent photograph of the inspector; and
- (b)
  be in a form approved by the SSA.
(4)
A person who ceases to be an inspector must, as soon as practicable, return his or her identity card to the SSA.

Maximum penalty: $5 000.

34. Inspector to produce identity card

An inspector is not entitled to exercise powers under this Division in relation to another person unless the inspector first produces the inspector’s identity card for inspection by the person.

35. Entry and search — monitoring compliance

(1)
An inspector may, for the purpose of finding out whether the requirements of this Code are being complied with —
- (a)
  enter any place; and
- (b)
  exercise the powers set out in section 37.
(2)
An inspector must not enter a place, or exercise a power under subsection (1), unless —
- (a)
  the place is premises occupied by a society or services corporation, or a body corporate related to a society or services corporation and the entry is made when the premises are open for conduct of business or otherwise open for entry; or
- (b)
  the place is premises occupied by a banker or liquidator of a society, or a body corporate related to a society, and the entry is made when the premises are open for conduct of business or otherwise open for entry; or
- (c)
  the place is premises that are not occupied for residential purposes, the inspector believes on reasonable grounds that accounting records or other prescribed documents of, or any auditor’s or actuary’s working papers relating to, a society, or a body corporate related to a society, are kept or are to be found on the premises and the entry is made when the premises are open for conduct of business or otherwise open for entry; or
- (d)
  the occupier of the place consents to the entry or exercise of the power; or
- (e)
  a warrant under section 38 authorizes the entry or exercise of the power.

36. Entry and search — evidence of offences

(1)
Subject to subsection (3), if an inspector has reasonable grounds for suspecting that there is in a place a particular thing (“the evidence”) that may afford evidence of the commission of an offence against this Code, the inspector may —
- (a)
  enter the place; and
- (b)
  exercise the powers set out in section 37.
(2)
If an inspector enters the place and finds the evidence, the following provisions have effect —
- (a)
  the inspector may seize the evidence;
- (b)
  the inspector may keep the evidence for 60 days or, if a prosecution for an offence against this Code in the commission of which the evidence may have been used or otherwise involved is instituted within that period, until the completion of the proceeding for the offence and of any appeal in relation to the proceeding;
- (c)
  if the evidence is a document, while the inspector has possession of the document, the inspector may take extracts from and make copies of the document, but must allow the document to be inspected at any reasonable time by a person who would be entitled to inspect it if it were not in the inspector’s possession.
(3)
An inspector must not enter the place or exercise a power under subsection (1) unless —
- (a)
  the occupier of the place consents to the entry or exercise of the power; or
- (b)
  a warrant under section 39 that was issued in relation to the evidence authorizes the entry or exercise of the power.
(4)
If, while searching the place under subsection (1) under a warrant under section 39 —
- (a)
  an inspector finds a thing that the inspector believes, on reasonable grounds, to be —
  - (i)
    a thing (other than the evidence) that will afford evidence of the commission of the offence mentioned in subsection (1); or
  - (ii)
    a thing that will afford evidence of the commission of another offence against this Code;
and
- (b)
  the inspector believes, on reasonable grounds, that it is necessary to seize the thing to prevent —
  - (i)
    its concealment, loss or destruction; or
  - (ii)
    its use in committing, continuing or repeating the offence mentioned in subsection (1) or another offence, as the case may be,
subsection (2) applies to the thing as if it were the evidence.
(5)
An inspector who seizes or damages anything under this section must give written notice of particulars of the thing or damage.
(6)
The notice must be given to —
- (a)
  if anything is seized, the person from whom the thing was seized; or
- (b)
  if damage is caused to anything, the person who appears to the inspector to be the owner.

37. General powers of inspector in relation to places

(1)
The powers an inspector may exercise under section 35(1)(b) or 36(1)(b) in relation to a place are as follows —
- (a)
  to search any part of the place;
- (b)
  to inspect, examine or photograph anything in the place;
- (c)
  to take extracts from, and make copies of, any documents in the place;
- (d)
  to take into the place such equipment and materials as the inspector requires for the purpose of exercising any powers in relation to the place;
- (e)
  to require the occupier or any person in the place to give to the inspector reasonable assistance in relation to the exercise of an inspector’s powers mentioned in paragraphs (a) to (d).
(2)
A person must not, without reasonable excuse, fail to comply with a requirement under subsection (1)(e).

Maximum penalty: $5 000.

(3)
It is not a reasonable excuse for a person to fail to comply with a requirement under subsection (1)(e) on the ground of the privilege against self‑incrimination.
(4)
If, under a requirement under subsection (1)(e), a person is required to answer a question or produce a document, the contents of the answer, or the fact of production of the document, is not admissible in evidence against the person in a criminal proceeding (other than a proceeding in relation to the falsity of the answer or document).
(5)
For the purposes of the application of subsection (4) to the production of a document, the contents of the document are to be disregarded.

38. Monitoring warrants

(1)
An inspector may apply to a magistrate for a warrant under this section in relation to a particular place.
(2)
Subject to subsection (3), the magistrate may issue the warrant if the magistrate is satisfied, by information on oath, that it is reasonably necessary that the inspector should have access to the place for the purpose of finding out whether the requirements of this Code are being complied with.
(3)
If the magistrate requires further information concerning the grounds on which the issue of the warrant is being sought, the magistrate must not issue the warrant unless the inspector or another person has given the information to the magistrate in the form (either orally or by affidavit) that the magistrate requires.
(4)
The warrant must —
- (a)
  authorize the inspector, with such assistance and by such force as is necessary and reasonable —
  - (i)
    to enter the place; and
  - (ii)
    to exercise the powers set out in section 37;
and
- (b)
  state whether the entry is authorized to be made at any time of the day or night or during specified hours of the day or night; and
- (c)
  specify the day (not more than 6 months after the issue of the warrant) on which the warrant ceases to have effect; and
- (d)
  state the purpose for which the warrant is issued.

39. Offence related warrants

(1)
An inspector may apply to a magistrate for a warrant under this section in relation to a particular place.
(2)
Subject to subsection (3), the magistrate may issue the warrant if the magistrate is satisfied, by information on oath, that there are reasonable grounds for suspecting that there is, or there may be within the next 72 hours, in the place a particular thing (“the evidence”) that may afford evidence of the commission of an offence against this Code.
(3)
If the magistrate requires further information concerning the grounds on which the issue of the warrant is being sought, the magistrate must not issue the warrant unless the inspector or another person has given the information to the magistrate in the form (either orally or by affidavit) that the magistrate requires.
(4)
The warrant must —
- (a)
  authorize the inspector, with such assistance and by such force as is necessary and reasonable —
  - (i)
    to enter the place; and
  - (ii)
    to exercise the powers set out in section 37; and
  - (iii)
    to seize the evidence;
and
- (b)
  state whether the entry is authorized to be made at any time of the day or night or during specified hours of the day or night; and
- (c)
  specify the day (not more than 7 days after the issue of the warrant) on which the warrant ceases to have effect; and
- (d)
  state the purposes for which the warrant is issued.

40. Offence related warrant may be granted by telephone

(1)
If, because of urgent circumstances, an inspector considers it necessary to do so, the inspector may, under this section, apply by telephone for a warrant under section 39.
(2)
Before applying for the warrant, the inspector must prepare information of the kind mentioned in section 39(2) that sets out the grounds on which the issue of the warrant is sought.
(3)
If it is necessary to do so, the inspector may apply for the warrant before the information has been sworn.
(4)
If the magistrate is satisfied —
- (a)
  after having considered the terms of the information; and
- (b)
  after having received such further information (if any) as the magistrate requires concerning the grounds on which the issue of the warrant is being sought,

that there are reasonable grounds for issuing the warrant, the magistrate may, under section 39, complete and sign such a warrant as the magistrate would issue under that section if the application had been made under that section.

(5)
If the magistrate completes and signs the warrant —
- (a)
  the magistrate must —
  - (i)
    tell the inspector what the terms of the warrant are; and
  - (ii)
    tell the inspector the date on which and the time at which the warrant was signed; and
  - (iii)
    record on the warrant the reasons for granting the warrant; and
- (b)
  the inspector must —
  - (i)
    complete a form of warrant in the same terms as the warrant completed and signed by the magistrate; and
  - (ii)
    write on the form of warrant the name of the magistrate and the date on which and the time at which the magistrate signed the warrant.
(6)
The inspector must also, not later than the day after the day of expiry or execution of the warrant (whichever is the earlier), send to the magistrate —
- (a)
  the form of warrant completed by the inspector; and
- (b)
  the information mentioned in subsection (2), which must have been duly sworn.
(7)
When the magistrate receives the documents mentioned in subsection (6), the magistrate must —
- (a)
  attach them to the warrant that the magistrate completed and signed; and
- (b)
  deal with them in the way in which the magistrate would have dealt with the information if the application for the warrant had been made under section 39.
(8)
A form of warrant duly completed by the inspector under subsection (5) is authority for any entry, search, seizure or other exercise of a power that the warrant signed by the magistrate authorizes.
(9)
If —
- (a)
  it is material for a court to be satisfied that an entry, search, seizure or other exercise of power was authorized by this section; and
- (b)
  the warrant completed and signed by the magistrate authorizing the exercise of power is not produced in evidence,

the court must assume, unless the contrary is proved, that the exercise of power was not authorized by such a warrant.

41. Obstruction of inspectors

A person must not, without reasonable excuse, assault, obstruct, hinder or resist an inspector in the exercise of a power under this Code.

Maximum penalty: $50 000 or imprisonment for 7 years, or both.

42. False or misleading statements

(1)
In this section —

“relevant person” means a person exercising powers under this Code, and includes an inspector.

(2)
A person must not —
- (a)
  make a statement to the SSA or a relevant person that the person knows is false or misleading in a material particular; or
- (b)
  omit from a statement made to the SSA or a relevant person anything without which the statement is, to the person’s knowledge, misleading in a material particular; or
- (c)
  give to the SSA or a relevant person a document containing information that the person knows is false, misleading or incomplete in a material particular without, at the same time —
  - (i)
    indicating that the document is false, misleading or incomplete and the respect in which it is false, misleading or incomplete; and
  - (ii)
    giving correct information if the person has, or can reasonably obtain, the correct information.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

Subdivision 3 — Special meeting and inquiry

43. Special meeting and inquiry

(1)
The SSA, on the written application of a majority of the directors, or not less than 10% of the members of a society or not less than 10% of the members of a benefit fund of a society (as the case requires) or on its own initiative —
- (a)
  may call a special meeting of the society or of the members of the benefit fund; or
- (b)
  may hold an inquiry into affairs (including the working and financial conditions) of the society or the benefit fund.
(2)
The SSA, on its own initiative, may hold an inquiry into affairs (including the working and financial conditions) of —
- (a)
  a body corporate related to a society; or
- (b)
  a services corporation.
(3)
An application under subsection (1) must be supported by such evidence as the SSA directs for the purpose of showing that the applicants have good reason for requiring the meeting or inquiry and that the application is made without malicious motive.
(4)
Notice of the application must be given to the society if the SSA directs.
(5)
Security for the expenses of a meeting or inquiry must be given —
- (a)
  if the meeting is called or inquiry is held on an application under subsection (1), by the applicants; or
- (b)
  in any other case, by such persons and in such way as the SSA directs.
(6)
The SSA may —
- (a)
  direct the time and place the meeting or inquiry is to be held; and
- (b)
  direct what matters are to be discussed or determined; and
- (c)
  despite the rules of the society, give notice to members of the holding of the meeting or inquiry as it considers appropriate.
(7)
The SSA may, by written notice, direct the directors and such other persons as it requires to attend the meeting or inquiry.
(8)
A person to whom a direction is given under subsection (7) must not, without reasonable excuse, fail to comply with the direction.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

(9)
A meeting held under this section has all the powers of a meeting called under the rules of a society and has power to appoint a person to preside at the meeting, despite any rule of the society to the contrary.
(10)
The SSA, or any person nominated by it, may attend and address a meeting held under this section.
(11)
All expenses of and incidental to the meeting or inquiry may be defrayed —
- (a)
  if the meeting is called or inquiry is held under subsection (1) —
  - (i)
    by the applicants, or any officer or member, or former officer or member of the society; or
  - (ii)
    by the society out of the management fund of the society or, with the prior written approval of the SSA, out of a benefit fund of the society,
in such proportions as may be agreed between the SSA and those persons; or
- (b)
  if the inquiry is held under subsection (2) —
  - (i)
    in the case of a related body corporate, out of the funds of the society to which the body corporate is related; or
  - (ii)
    in the case of a services corporation, out of the funds of the services corporation or, if the society has shares in the services corporation, out of the management fund of the society,
in such proportions as the SSA directs,

and may be recovered as a debt in a court having jurisdiction for the recovery of debts up to the amount concerned.

(12)
In default of agreement under subsection (11)(a), the expenses must be defrayed by such persons, and in such proportions, as the Court, on the application of the SSA, directs.

Subdivision 4 — Special power of intervention

44. Intervention by SSA

(1)
If the SSA is of the opinion that —
- (a)
  a society has contravened the friendly societies legislation and, after being given written notice of the contravention by the SSA, has allowed the contravention to continue or has again contravened the legislation; or
- (b)
  the management fund of a society has an accumulated deficit; or
- (c)
  the affairs of a society or a fund of a society are being managed or conducted in an improper or financially unsound way,

the SSA may, by written notice given to the society, place it under direction.

(2)
The SSA may, by written notice given to the society, revoke the notice.
(3)
While the society is under direction, the SSA may do all things that it considers necessary to ensure that the principal objects of the friendly societies scheme for friendly societies established by the friendly societies legislation are achieved in relation to the society.
(4)
Without limiting subsection (3), the SSA may,
- (a)
  order an audit of the affairs of the society or a fund of the society by an auditor chosen by the SSA at the expense of the society; or
- (b)
  order an actuarial investigation of the affairs of the society or a fund of the society by an actuary chosen by the SSA at the expense of the society; or
- (c)
  direct the society to change any practices that in the SSA’s opinion are undesirable or unsound; or
- (d)
  direct the society to cease or limit the raising of funds or the exercise of other powers; or
- (e)
  remove a director, or all the directors, of the society from office and appoint another director or other directors; or
- (f)
  remove any auditor of the society from office and appoint another auditor; or
- (g)
  remove the actuary of the society from office and appoint another actuary; or
- (h)
  give any other directions as to the way in which the affairs of the society are to be conducted or not conducted.
(5)
If the society —
- (a)
  fails, without reasonable excuse, to comply with a direction given or requirement made under this section to the extent that the society is capable of doing so; or
- (b)
  without reasonable excuse, obstructs, hinders or resists the exercise of the SSA’s powers under this section,

the society and any officer of the society who is in default each commit an offence.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

(6)
A director, auditor or actuary appointed under this section holds office for such term as the SSA directs.

Subdivision 5 — Power to suspend operations of society

45. Power to suspend operations

(1)
If the SSA considers that it is necessary to do so —
- (a)
  in the interests of members, or persons who may become members, of a society; or
- (b)
  because a society has failed to comply with a standard,

the SSA may, by written notice given to the society, direct the society not to do any of the following —

(c)
borrow any amount;
(d)
accept any new member;
(e)
without the approval of the SSA, accept any contribution or pay to amember any benefitorotherwise dispose of or deal with the assets of the society or a fund of the society;
(f)
accept any payment on account of share capital except calls that fell due before the notice was given;
(g)
repay any amount paid on shares;
(h)
repay any money on loan;
(i)
pay or transfer an amount to any person, or create an obligation to do so.

(2)
A notice under subsection (1) continues in force until it expires, or is withdrawn by the SSA.
(3)
The SSA may, by a further written notice given to the society —
- (a)
  extend the period for which a notice under subsection (1) is to have force; or
- (b)
  amend the terms of the notice; or
- (c)
  withdraw the notice.
(4)
If a society fails to comply with a notice under this section, the society and any officer of the society who is in default each commit an offence.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

(5)
Subsection (4) does not apply if the failure to comply happens with the written permission of the SSA.

Subdivision 6 — Administrators

46. Appointment of administrator

(1)
The SSA may, by written notice, appoint an administrator to conduct the affairs of a society and may, by written notice, revoke the appointment.
(2)
A notice of appointment must specify —
- (a)
  the date of appointment; and
- (b)
  the appointee’s name; and
- (c)
  the appointee’s business address.
(3)
If the appointee’s name or business address changes, the appointee must immediately give written notice of the change to the SSA.
(4)
The SSA must not appoint an administrator unless —
- (a)
  the SSA is of the opinion that —
  - (i)
    the society has contravened the friendly societies legislation or the society’s rules and, after being given written notice of the contravention by the SSA, has allowed the contravention to continue or has again contravened the legislation or rules; or
  - (ii)
    the management fund of the society has an accumulated deficit; or
  - (iii)
    the affairs of the society or a fund of the society are being managed or conducted in an improper or financially unsound way;
or
- (b)
  after making such inquiries in relation to the society as the SSA considers appropriate, the SSA is satisfied that it is in the interest of members or creditors that the society’s affairs be conducted by an administrator; or
- (c)
  the SSA has certified that any of the events mentioned in section 402(1)(a), (b), (c) or (g) has happened.
(5)
On the appointment of an administrator of a society —
- (a)
  the directors of the society cease to hold office; and
- (b)
  all contracts of employment with, or for provision of administrative or secretarial services to, the society are terminated; and
- (c)
  the administrator may terminate any contract for provision of other services to the society.
(6)
An administrator of a society has the powers and functions of the board of the society, including the board’s powers of delegation.
(7)
A director of a society must not be appointed or elected while the administrator is in office except in the circumstances mentioned in subsection (11).
(8)
An administrator holds office until the administrator’s appointment is revoked.
(9)
Immediately on the revocation of an administrator’s appointment, the administrator must prepare and submit a report to the SSA showing how the administration was carried out, and for that purpose an administrator has access to the society’s records and documents.
(10)
On providing the report and accounting fully in relation to the administration of the society to the satisfaction of the SSA, the administrator is released from any further duty to account in relation to the administration of the society other than on account of fraud, dishonesty, negligence or wilful failure to comply with the friendly societies legislation.
(11)
Before revoking an administrator’s appointment, the SSA must —
- (a)
  appoint another administrator; or
- (b)
  appoint a liquidator; or
- (c)
  ensure that directors have been elected under the society’s rules at a meeting called by the administrator under the rules; or
- (d)
  appoint directors of the society.
(12)
Directors elected or appointed under subsection (11) —
- (a)
  take office on the revocation of the administrator’s appointment; and
- (b)
  in the case of directors appointed under subsection (11)(d), hold office, subject to section 47, until the society’s next annual general meeting.
(13)
The expenses of an administrator in conducting a society’s affairs are payable —
- (a)
  from the management fund of the society; or
- (b)
  from a benefit fund of the society in accordance with the prior written approval of the SSA; or
- (c)
  partly from the management fund and partly from a benefit fund in accordance with the prior written approval of the SSA.
(14)
The expenses of conducting a society’s affairs include —
- (a)
  if the administrator is not an employee of the SSA, remuneration of the administrator at a rate approved by the SSA; or
- (b)
  if the administrator is an employee of the SSA, the amount that the SSA certifies should be paid to it as repayment of the administrator’s remuneration.
(15)
An amount certified under subsection (14)(b) is a debt due to the SSA and may be sued for and recovered in a court having jurisdiction for the recovery of debts up to the amount concerned.
(16)
An administrator has, in relation to the expenses specified in subsection (13), the same priority on the winding‑up of a society as the liquidator of the society has.
(17)
If a society incurs any loss because of any fraud, dishonesty, negligence or wilful failure to comply with the friendly societies legislation or the society’s rules by an administrator, the administrator is personally liable for the loss.
(18)
An administrator is not liable for any loss that is not a loss to which subsection (17) applies but must account for the loss in a report given under this section.

47. Additional powers of SSA

(1)
If the SSA appoints directors of a society under section 46(11)(d), the SSA may, by written notice given to the society, specify —
- (a)
  a time during which this section is to apply in relation to the society; and
- (b)
  the terms and conditions on which all or any of the directors hold office; and
- (c)
  the rules that are to be the society’s rules.
(2)
While this section applies to a society, the SSA may —
- (a)
  from time to time remove and appoint directors; and
- (b)
  from time to time vary, revoke or specify new terms and conditions in place of all or any of the terms and conditions specified under subsection (1); and
- (c)
  amend all or any of the rules specified under subsection (1).
(3)
The SSA may, by written notice given to the society, extend the time for which this section is to apply in relation to a society.
(4)
A rule specified by the SSA under this section as a rule of the society —
- (a)
  is not to be amended or revoked except in the way set out in this section; and
- (b)
  if it is inconsistent with any other rule of the society, prevails over the other rule, and the other rule is to the extent of the inconsistency invalid; and
- (c)
  has the same evidentiary value as is by this Code accorded to the society’s rules and to copies of them.

48. Stay of proceedings

(1)
If the SSA appoints an administrator to conduct a society’s affairs, a person must not begin or continue any proceeding in a court against the society until the administrator’s appointment is revoked except with the leave of the Court and, if the Court grants leave, in accordance with any terms and conditions that the Court imposes.
(2)
A person intending to apply for leave of the Court under subsection (1) must give to the SSA not less than 10 days’ notice of intention to apply.
(3)
On the hearing of an application under subsection (1), the SSA may be represented and may oppose the granting of the application.

49. Administrator to report to SSA

On the receipt of a request from the SSA, the administrator of a society must, without delay, prepare and give to the SSA a report showing how the administration is being carried out.

Subdivision 7 — Levies

50. Supervision Fund

The SSA must pay into the Supervision Fund established under section 94 of the Financial Institutions Code all amounts received as supervision levy under this Division.

51. Supervision levy

(1)
The SSA may determine that an amount is to be paid to it by societies as a supervision levy.
(2)
The amount of the levy may be fixed by the SSA as —
- (a)
  a specified amount; or
- (b)
  a specified percentage of an amount to be determined, on a specified day, by reference to specified factors relating to societies (including, for example, factors such as paid‑up capital, reserves, obligations and debts and total assets including assets of each fund of the society); or
- (c)
  both a specified amount and such a specified percentage.
(3)
If the levy is fixed, wholly or partly, as mentioned in subsection (2)(b), the SSA may include in the determination directions as to the way in which the levy is to be determined.
(4)
The SSA may —
- (a)
  fix the amount of the levy differently for different societies; and
- (b)
  determine that the levy is not payable by specified societies.
(5)
The SSA may, in the determination, require the levy to be paid in one amount by a specified time or permit the levy to be paid by specified instalments.
(6)
If the SSA permits the levy to be paid by instalments, it may, in the determination, allow a discount for payment in one amount by a specified time or require payment of an additional amount or percentage, by way of interest, in the instalments.
(7)
The SSA may, in the determination, require the payment of amounts, by way of late payment charge, interest or both, in relation to amounts of levy that are not paid as required by the determination.
(8)
The SSA may include in the determination directions as to the way in which amounts of late payment charge and interest are to be determined.
(9)
Amounts of levy are, when they are due and payable, debts due and payable by the society concerned to the SSA, and may be sued for and recovered in a court having jurisdiction for the recovery of debts up to the amount concerned.
(10)
The SSA may, on the application of a society, vary —
- (a)
  an amount of levy payable by the society; or
- (b)
  the time within which an amount of levy is payable by the society.
(11)
An amount paid by a society as levy is treated as an expense in the accounts of the society.
(12)
In subsections (9), (10) and (11) —

“levy” includes late payment charge and interest in relation to levy.

52. Consultation

In determining the amount to be paid as supervision levy under section 51, the SSA may, where it is appropriate and practicable to do so, consult with industry bodies and societies.

53. Failure to make payment an offence

If a society defaults in making any payment required to be made under section 51, the society and any officer of the society who is in default each commit an offence.

Maximum penalty: $25 000.

Subdivision 8 — Control of advertising

54. Restriction on initial advertisements

(1)
A person who does not have the written permission of the SSA to do so, must not issue, or cause to be issued, an advertisement relating to —
- (a)
  a proposed society or proposed benefit fund of a society or proposed society; or
- (b)
  a body corporate that proposes to become a foreign society.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

(2)
The permission granted by the SSA under subsection (1) applies for the purposes of this section only and must not be construed as permission in respect of any other matter or thing for which permission under this Code is required.

55. Power to control advertising

(1)
The SSA may, by written notice given to a society or foreign society, direct it —
- (a)
  not to issue an advertisement; or
- (b)
  not to issue an advertisement of a specified kind; or
- (c)
  not to issue an advertisement that is substantially in the same form as an advertisement that has been issued before; or
- (d)
  to include in an advertisement of a specified kind, or in an invitation to invest in the society, information relating to the society or foreign society that is required by the SSA to be included.
(2)
Directions under subsection (1) may be varied or revoked by further written notice given to the society, or foreign society, by the SSA.
(3)
A society or foreign society that fails to comply with a direction under this section commits an offence.

Maximum penalty: $75 000.

Part 3 — Societies

Division 1 — Objects

56. Primary objects

For the purposes of this Code, primary objects, in relation to a society, are such of the following as are specified in the rules of the society as objects of the society —

(a)
to provide health and welfare benefits, services and facilities for members or their dependants, including but not limited to hospital, medical, dental, pharmaceutical, optical, physiotherapy and speech therapy benefits, services and facilities;
(b)
to provide benefits, services and facilities for the relief and maintenance of members or their dependants in the case of birth, death, sickness, disability, accident, retirement, old age and unemployment;
(c)
to provide benefits, services and facilities for the education of members or their dependants;
(d)
to provide financial and investment benefits, services and facilities for members or their dependants including, but not limited to, benefits, services and facilities relating to annuities, life insurance and superannuation;
(e)
to sell or supply medical requisites and therapeutic goods and dispense or sell medicines to members of the public.

57. Objects of society must include primary objects

The objects of a society must include one or more of the objects referred to in section 56.

58. Dominant activities

The dominant activities of a society must be within the scope of the primary objects of the society.

Division 2 — Formation and registration

59. Formation of societies

(1)
A body proposed to be a society may be formed by any 25 or more adults.
(2)
A proposed society may be formed only if there has been a meeting for the purpose of forming the society at which there were present 25 or more adults.
(3)
At the formation meeting, there must be presented —
- (a)
  a written statement showing —
  - (i)
    the primary objects and other objects of the society; and
  - (ii)
    the reasons for believing that an application for registration of the society should be granted; and
  - (iii)
    the reasons for believing that, if registered, the society will be able to carry out its objects successfully;
and
- (b)
  a copy of the proposed rules of the society.
(4)
If, at the formation meeting or any subsequent or adjourned meeting, 25 or more adults, after considering the statement and the rules, approve the rules (with or without amendment), and sign an application for membership and shares (if any), they may proceed to elect the first directors of the society under the rules as so approved.
(5)
An application for shares in a proposed society, made before the registration of the society, may not be withdrawn, and a person who makes such an application is, on the registration of the society, liable to pay the society —
- (a)
  the value of the shares for which the person applied; or
- (b)
  the value of the minimum number of shares for which a member is entitled to subscribe,

whichever is greater.

(6)
The expenses of, and incidental to, the formation of the society may be paid out of the capital or income of the society.
(7)
A person must not, before a society is registered —
- (a)
  issue an invitation to acquire an interest in the proposed society or to contribute to a benefit fund of the proposed society; or
- (b)
  take an amount in consideration of the allotment of a share, or the acquisition of an interest in, the proposed society or take a contribution to a benefit fund of the proposed society.
(8)
A person who contravenes subsection (7) commits an offence and is liable on conviction to a maximum penalty of $100 000 or imprisonment for 15 years, or both.

60. Registration

(1)
A proposed society formed under this Part may apply to the SSA, in accordance with the regulations, to be registered under this Code as a society.
(2)
An application for registration must —
- (a)
  be made within 2 months after the meeting at which the first directors of the society were elected; and
- (b)
  be accompanied by —
  - (i)
    a statutory declaration by the person presiding at that meeting and a person elected as a director at that meeting stating that the requirements of section 59 have been complied with; and
  - (ii)
    a copy of the statement presented to the meeting, signed by the person presiding and a director; and
  - (iii)
    2 copies of the proposed rules of the society, certified by the person presiding and a director to be the rules approved at the meeting; and
  - (iv)
    a list containing the full name, date and place of birth, residential address and business occupation of each director; and
  - (v)
    a list containing the full name, address and occupation of each of 25 or more adults who attended the meeting and applied for membership; and
  - (vi)
    written estimates of all income and expenditure and capital flows over each of the first 3 years of operation of the society; and
  - (vii)
    the prescribed fee;
and
- (c)
  be accompanied by such evidence as the SSA requires —
  - (i)
    that the society is eligible for registration; and
  - (ii)
    that the society, if registered, will be able to comply with the friendly societies legislation and all applicable standards; and
  - (iii)
    that the dominant activities of the society, if registered, will be within the scope of at least one of the primary objects specified in section 56;
  - (iv)
    that the society, if registered, will be able to carry out its objects successfully; and
  - (v)
    that the society, if registered, will operate at least one benefit fund.
(3)
The SSA may, for the purposes of this section, accept a statutory declaration as sufficient evidence of matters mentioned in the declaration.
(4)
If the SSA is satisfied that the society is eligible for registration, the SSA must register the society and its proposed rules.
(5)
A society is eligible for registration only if —
- (a)
  the society’s application for registration complies with this Code; and
- (b)
  the proposed rules of the society comply with this Code and the standards; and
- (c)
  there are reasonable grounds for believing that the society will, within a reasonable time after registration, if registered —
  - (i)
    be able to comply with the friendly societies legislation and all applicable standards; and
  - (ii)
    have, as its dominant activities, activities that are within the scope of the primary objects of the society; and
  - (iii)
    be able to carry out its objects successfully; and
  - (iv)
    unless exempted by the SSA, operate at least one benefit fund;
and
- (d)
  there is no good reason why the society and its rules should not be registered.
(6)
The SSA may, by written notice given to the society, exempt a society from complying with the requirement to operate at least one benefit fund.

61. Certificate of incorporation

(1)
On registering a society, the SSA must issue to the society a certificate of incorporation.
(2)
A certificate of incorporation issued to a society is conclusive evidence that all requirements of this Code in relation to registration and matters precedent or incidental to registration have been complied with.

62. Effect of incorporation

On the issue of a certificate of incorporation to a society, the society is a body corporate with perpetual succession and —

(a)
has the legal capacity of a natural person; and
(b)
may acquire, hold and dispose of real and personal property; and
(c)
has a common seal; and
(d)
may sue and be sued in its corporate name.

63. Powers of societies

(1)
Without limiting section 62, but subject to the friendly societies legislation and the society’s rules, a society may —
- (a)
  acquire shares in an association by purchase or otherwise;
- (b)
  hold a subsidiary but only if approved by the SSA;
- (c)
  obtain registration as a foreign society under the friendly societies legislation of another participating State;
- (d)
  carry on a pharmacy practice and employ a pharmacist who is registered under the pharmacy law of this State;
- (e)
  do anything else that it is authorized to do by the friendly societies legislation or the society’s rules.
(2)
The powers of a subsidiary formed or acquired by a society are not limited by the society’s objects or limitations on the society’s powers.
(3)
Except as permitted by the standards, a society must not carry on business outside Australia.
(4)
In this section —

“carry on business” means —

(a)
establish or use an office for receiving amounts in consideration of the acquisition of an interest in a society or contributions to a benefit fund of a society; or
(b)
advertise in relation to raising share capital or invite contributions to a benefit fund of a society,

but does not include —

(c)
maintain an account at a bank, building society or credit union; or
(d)
create evidence of a debt or create a charge on property; or
(e)
secure or collect any debts or enforce rights in respect of such debts; or
(f)
conduct an isolated transaction that is completed within a period of 31 days, not being one of a number of similar transactions repeated from time to time; or
(g)
invest funds or hold property; or
(h)
continue to provide benefits to, and accept contributions from, a member who, at the time of applying to contribute to a benefit fund, was resident in Australia and has subsequently moved to a place outside Australia; or
(i)
continue to receive amounts in consideration of an interest in a society from a member who, at the time of acquiring the interest, was resident in Australia and has subsequently moved to a place outside Australia.

64. Prohibition on issuing debenture

A society must not issue debentures.

65. Restriction on reinsurance arrangements

A society must not enter into a reinsurance arrangement unless the society’s actuary has given the society written advice as to the likely consequences of the proposed arrangement.

66. Restriction on acting as trustee

A society must not act as a trustee or representative for the purpose of an approved deed in relation to the issue of prescribed interests under Part 7.12 of the Corporations Law.

67. Control of certain financial arrangements

Except as permitted by the standards, a society must not enter into an arrangement —

(a)
establishing rights and obligations to receive or deliver property the value of which, or to receive or make a payment in an amount which, or the value of which —
- (i)
  depends on, or is derived from, the value or price at a particular future time or during a particular future period of particular property, rights or liabilities; or
- (ii)
  depends on, or is derived by reference to, a particular rate, index or other factor at a particular future time or during a particular future period;

(b)
specified in the standards to be a prohibited financial arrangement for the purposes of this section.

Maximum penalty: $75 000.

68. Control of foreign currency transactions

Except as permitted by the standards, a society must not —

(a)
invest any of its assets in foreign currency; or
(b)
carry out any of its activities in foreign currency.

Maximum penalty: $75 000.

Division 3 – Rules

Subdivision 1 — General

69. Rules

(1)
The rules of a society must set out —
- (a)
  the primary objects of the society; and
- (b)
  any other objects of the society.
(2)
The rules of a society must provide for the matters specified in the standards.
(3)
Subject to subsection (4), the rules of a society may also provide for any matter that is necessary, expedient or desirable for the society’s objects.
(4)
If there is any inconsistency between a rule of a society and the friendly societies legislation or a standard, the friendly societies legislation or standard prevails and the rule is invalid to the extent of the inconsistency.

70. Copies of rules

A society must give a copy of its rules, or part of its rules, to a member or proposed member who requests it and has paid the fee (if any) payable under the society’s rules.

Maximum penalty: $5 000.

71. Society and members to be bound by rules

The rules of a society have effect as a contract between its members, and between each member and the society.

Subdivision 2 — Amendment of rules

72. Amendment of rules by special resolution

Subject to sections 73 and 75, the rules of a society may be amended only if the amendment has been approved by special resolution of the members under section 307.

73. Amendment of rules by board of directors

(1)
A society’s rules may be amended by a resolution of its board —
- (a)
  if the amendment is authorized or required by or under any Act or law or the standards; or
- (b)
  if the SSA is satisfied that approval of the amendment by the members of the society is not necessary and amendment by a resolution of the board is appropriate; or
- (c)
  to correct a patent error.
(2)
The society must give to its members, not later than the day on which notice is given of the next general meeting of the society, a written notice setting out the text or a summary of an amendment of the society’s rules under this section.

Maximum penalty: $5 000.

(3)
The notice may, with the prior written approval of the SSA, be given by advertisement published in a newspaper circulating generally —
- (a)
  in the area of the State in which the society operates; and
- (b)
  if the society operates in another State, or other States, in the other State or States.
(4)
The SSA may require a society that has amended its rules under this section to obtain approval of the amendment by the members of the society.

74. Registration of amendment of rules

(1)
If the SSA is satisfied —
- (a)
  that an amendment of the rules of a society would not cause the society’s dominant activities to cease to be within its primary objects; and
- (b)
  that the rules, as proposed to be amended, would comply with the friendly societies legislation; and
- (c)
  that there is no good reason why the amendment should not be registered,

the SSA must register the amendment.

(2)
The amendment takes effect when it is registered.
(3)
The rules of the society must be read subject to any registered amendment.

75. Power of SSA to require modification of rules

(1)
If, in the SSA’s opinion, the rules of a society should be amended —
- (a)
  to comply with the friendly societies legislation; or
- (b)
  to give effect to a standard,

the SSA may, by written notice given to the society, require it, within a reasonable period specified in the notice, to amend its rules in a way specified in the notice or otherwise in a way approved by the SSA.

(2)
If the society fails to amend its rules as required by the notice, the SSA may amend the society’s rules by notation on the registered copy of the rules.
(3)
The SSA must immediately give written notice to a society of —
- (a)
  an amendment of the society’s rules made under this section; and
- (b)
  the day on which the amendment takes effect.
(4)
The society must give to its members, not later than the day on which notice is given of the next general meeting of the society, a written notice setting out the text of each amendment of the rules of the society taking effect under this section.

Maximum penalty: $5 000.

(5)
The notice may, with the prior written approval of the SSA, be given by advertisement published in a newspaper circulating generally —
- (a)
  in the area of the State in which the society operates; and
- (b)
  if the society operates in another State, or other States, in the other State or States.

Subdivision 3 — Societies conducting health benefit funds

76. Definitions

In this Subdivision —

“Commonwealth Act” means the National Health Act 1953 of the Commonwealth;

“registered society” means a society that is registered under Part VI of the Commonwealth Act.

77. Health benefit fund rules

(1)
The rules of a registered society include the terms, conditions, directions and Council’s rules (within the meaning of the Commonwealth Act) that apply to the society as a registered organisation under Part VI of the Commonwealth Act.
(2)
Except as provided in section 78, this Code does not apply to the rules referred to in subsection (1).

78. Registered society to give notice of rule changes

If an amendment of the rules of a registered society is made under this Code —

(a)
where, under section 78 of the Commonwealth Act, the society receives acknowledgement of its notification of the amendment, the society must, within 7 days after that receipt give written notice to the SSA of the date on which the amendment takes effect;
(b)
where, under section 78 of the Commonwealth Act, the Commonwealth Minister declares that the amendment is not to be taken to have come into operation, the society must, within 7 days after the declaration is made, give written notice of the declaration to the SSA.

Division 4 – Standards

79. Societies to comply with standards

A society must comply with all applicable standards.

Maximum penalty: $25 000.

Division 5 – Membership

80. Members

(1)
A person is a member of a society if the person —
- (a)
  signs the application for membership on the formation of the society and has not ceased to be a member; or
- (b)
  is entitled to a benefit from a benefit fund of the society; or
- (c)
  holds a share in the society; or
- (d)
  is admitted to membership under the society’s rules and has not ceased to be a member.
(2)
The members of a merged society are the persons who, on the day of the merger, are members of a society that is a party to the merger, and any other persons who are admitted to membership under the merged society’s rules.
(3)
The members of a society to which another society has transferred the whole of its engagements include the persons who, immediately before the transfer took effect, were members of the transferor society.
(4)
The members of a society to which another society has transferred part of its engagements include the persons who, immediately before the transfer took effect, were members of the transferor society and are specified, for the purposes of this subsection, in an agreement between the societies.
(5)
A person may exercise the rights of membership of a society only if the person has complied with any requirements for membership under the society’s rules, including, for example —
- (a)
  the payment of an amount;
- (b)
  the acquisition of shares or interests.

81. Members who are minors

(1)
Subject to a society’s rules, a minor may be a member of the society or a benefit fund of the society.
(2)
A member of a society who is a minor cannot hold office in a society and cannot vote at a meeting of the society or of members of a benefit fund of the society.
(3)
A person who has not reached 16 may, with the written consent of a parent or a person who stands in the place of a parent —
- (a)
  apply for membership of a benefit fund of a society; or
- (b)
  take an assignment of such benefits.
(4)
A person who has reached 16 but has not reached 18 has the same capacity to exercise rights or powers in relation to benefits to which he or she is entitled as a person who has reached 18.

82. Joint members

(1)
Two or more persons may be joint members of a society or a benefit fund of a society if the society’s rules so provide.
(2)
If a society or a benefit fund of a society has joint members, the following provisions apply —
- (a)
  in the case of a society, the register of members of the society must indicate that a person is a joint member of the society;
- (b)
  in the case of a benefit fund of a society, the register of members of the benefit fund must indicate that a person is a joint member of the benefit fund;
- (c)
  the joint members are entitled to choose the order in which they are named in a register of members, but failing any such choice the society may enter the names in the order it considers appropriate;
- (d)
  the joint member who is named first in a register of members is the primary joint member;
- (e)
  subject to the society’s rules, but without affecting the right of a member to obtain a copy of the balance sheet from the society on demand, a notice or other document may be given or sent only to the primary joint member;
- (f)
  for the purpose of determining —
  - (i)
    who is qualified to vote on a resolution at a meeting of the society or of a benefit fund of the society; and
  - (ii)
    the number or proportion of members required to give effect to any provision of the friendly societies legislation or the society’s rules,
membership is taken to be solely that of the primary joint member.

83. Corporate membership

(1)
Subject to a society’s rules, a body corporate may be a member of the society or a benefit fund of the society.
(2)
A body corporate that is a member of a society or a benefit fund of a society may, by written notice given to the society, appoint an individual to represent it —
- (a)
  in the case of a body corporate that is a member of a society, at meetings of members of the society; or
- (b)
  in the case of a body corporate that is a member of a benefit fund of a society, at meetings of the benefit fund.
(3)
A person appointed under subsection (2) —
- (a)
  is entitled —
  - (i)
    to receive notice of all meetings that the body corporate is entitled to receive; and
  - (ii)
    to exercise on behalf of the body corporate the same voting rights as the body corporate could, if it were a natural person, exercise as a member of the society;
and
- (b)
  is eligible to be elected as a director of the society if —
  - (i)
    the body corporate holds the qualifications required for holding office as a director (other than qualifications about age and being an individual); and
  - (ii)
    a person has not been appointed as liquidator of the body corporate.

84. Cessation of membership

A person ceases to be a member of a society or a benefit fund of a society as provided by the society’s rules.

85. Expulsion of member

A member of a society may be expelled, or have the member’s membership rescinded, under the society’s rules.

86. Limitation of liability of members

Subject to the friendly societies legislation, a member of a society is not liable, because of the membership, to contribute towards the payment of the debts and liabilities of the society or the costs, charges and expenses of a winding‑up of the society.

Division 6 – Name and office

87. Name

(1)
The registered name of a society is its name as specified in the society’s rules for the time being registered under this Code.
(2)
The SSA may register a proposed society’s rules, or an amendment of rules affecting a society’s name, only if AFIC has reserved the name for the proposed society or society under Part 6A of the AFIC Code.
(3)
If the SSA registers an amendment of the rules of a society changing the name of the society, the SSA may, on application by the society accompanied by the prescribed fee, amend its certificate of incorporation or issue a new certificate.
(4)
A society must publish a change of its name as directed by the SSA.

Maximum penalty: $5 000.

(5)
)
(6)
) See note to section 1.
(7)
)
(8)
A society must not use a name other than —
- (a)
  its registered name; or
- (b)
  a name approved for its use under Part 6A of the AFIC Code.
(9)
A society does not contravene subsection (8) by using a name in a way mentioned in section 88.
(10)
See note to section 1.
(11)
A society that contravenes subsection (8) commits an offence and is liable on conviction to a maximum penalty of $75 000.

88. Abbreviations of society’s name

(1)
A description of a society is not inadequate or incorrect merely because the society’s name is given using —
- (a)
  the abbreviation “Ltd.” for the word “Limited”; or
- (b)
  the abbreviation “Aust.” for the word “Australian”; or
- (c)
  the abbreviation “No.” for the word “Number”; or
- (d)
  the symbol “&” for the word “and”; or
- (e)
  any of those words instead of the corresponding abbreviation or symbol.
(2)
In this section —

“name” of a society means —

(a)
its registered name; or
(b)
a name approved for its use under Part 6A of the AFIC Code.

89. Change of name does not affect identity

(1)
A change of name of a society does not —
- (a)
  affect the identity of the society; or
- (b)
  affect a right or obligation of the society or of a member or other person; or
- (c)
  render defective legal proceedings by or against the society.
(2)
A legal proceeding that might have been continued or started by or against the society by its former name may be continued or started by or against it by its new name.

90. Use of “friendly society”

(1)
Subject to this section —
- (a)
  a person or body, other than a society, foreign society or services corporation, must not carry on business, under a name or title of which the words “friendly society”, or any other words, abbreviations or symbols with a similar meaning, form part; and
- (b)
  a person or body, other than a society or foreign society, must not hold out that its business is that of a society.
(2)
A person or body may apply to the SSA for exemption from subsection (1).
(3)
The SSA may, by written notice given to the person or body, grant an exemption for such time and on such conditions as the SSA determines.
(4)
The SSA may, at any time —
- (a)
  revoke an exemption; or
- (b)
  vary or revoke a condition of an exemption.
(5)
A person who contravenes subsection (1) or a condition of an exemption under subsection (3), and every director or other person having the control and management of an incorporated or unincorporated body contravening the subsection or condition, commits an offence.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

(6)
This section does not apply to an unregistered society within the meaning of section 91.

91. Unregistered society not to carry on business

(1)
An unregistered society must not carry on business in this State.
(2)
An unregistered society may apply to the SSA for an exemption from subsection (1).
(3)
The SSA may, by written notice given to the unregistered society, grant an exemption for such time and on such conditions as the SSA determines.
(4)
The SSA may, at any time —
- (a)
  revoke an exemption; or
- (b)
  vary or revoke a condition of an exemption.
(5)
An unregistered society that contravenes subsection (1) or a condition of an exemption under subsection (3), and every other person having the control and management of the society contravening the subsection, commits an offence.

Maximum penalty: $100 000 or imprisonment for 15 years, or both.

(6)
In this section —

“unregistered society” means a body registered as a friendly society in a participating State but not registered as a foreign society in this State.

92. Publication of name

(1)
Except as otherwise provided in this section, a society must set out its registered name in legible letters on every public document (within the meaning of subsection (7)) of the society.
(2)
A society must ensure that its registered name or a name approved in relation to the society under Part 6A of the AFIC Code is used on any advertisement published, or authorized to be published, by the society.
(3)
A society must ensure that its registered name and the words “Registered Office” are displayed in a conspicuous place and in legible letters on the outside of its registered office.
(4)
A society must ensure that its registered name is displayed in a conspicuous place and in legible letters on the outside of every other office or place in which its business is carried on.
(5)
A society that contravenes this section commits an offence and is liable on conviction to a penalty of $25 000.
(6)
Nothing in this section prohibits a society from using, in addition to its registered name, a name approved in relation to the society under Part 6A of the AFIC Code.
(7)
For the purpose of subsection (1) —

“public document” means —

(a)
an instrument of, or purporting to be signed, issued or published by or on behalf of, the society that —
(i)
when signed, issued or published, is intended to be lodged or is required by or under this Code to be lodged; or
(ii)
is signed, issued or published under or for the purposes of this Code or any other law of the Commonwealth or of a State;

(b)
an instrument of, or purporting to be signed or issued by or on behalf of, the society that is signed or issued in the course of, or for the purposes of, a particular transaction or dealing; or
(c)
without limiting paragraph (a) or (b), a business letter, statement of account, invoice, receipt, order for goods or services, or official notice of, or purporting to be signed or issued by or on behalf of, the society.

93. Common seal

(1)
A society must ensure its registered name appears in legible letters on its common seal.
(2)
An officer of a society, or any person acting on its behalf, must not use any seal, purporting to be the common seal of the society, on which its registered name does not appear in legible letters.

Maximum penalty: $25 000.

94. Society may have duplicate common seal

A society may, if authorized by its rules, have a duplicate common seal, which must be a facsimile of the common seal of the society with the addition on its face of the words “Share Seal” or “Document Seal” and a document of title referring to or relating to shares of the society sealed with that duplicate seal is taken to be sealed with the common seal of the society.

95. Registered office

(1)
A society must have a registered office in this State.
(2)
The first registered office of a society is the address that appears in the society’s rules at the time of registration.
(3)
A society must give written notice of any proposed change of address to the SSA.

Maximum penalty: $5 000.

(4)
At the end of the day of registration by the SSA of the new address or at the end of such later day as the society specifies in the notice, the new address becomes the registered office of the society.

Part 4A — Benefit funds

Division 1 — Provision of benefits and establishment of benefit funds

96. Provision of benefits

(1)
A society must not pay, or provide for the payment of, amounts to which a member of the society or any other person may be, or become, entitled because of contributions, or payments made to the society (whether by that member or person or by another person) unless the society —
- (a)
  maintains a benefit fund for the receipt of such contributions and payments; and
- (b)
  pays those amounts as benefits from the benefit fund.
(2)
Subsection (1) does not apply to amounts payable by a society —
- (a)
  in respect of shares in the society; or
- (b)
  as trustee for a superannuation entity within the meaning of the Superannuation Industry (Supervision) Act 1993 of the Commonwealth.

97. Establishment of benefit fund

(1)
A society may, under its rules, establish a benefit fund in accordance with this Code and the standards.
(2)
A benefit fund of the society is established when the rules of the society providing for the benefit fund are registered by the SSA.

98. Approval to establish benefit fund

(1)
The SSA must not register rules providing for a benefit fund of a society unless the SSA has approved the establishment of the benefit fund.
(2)
A society that proposes to establish a benefit fund must apply in writing to the SSA for approval to establish the benefit fund.
(3)
An application under subsection (2) must be accompanied by a copy of the rules the society proposes to make in relation to the proposed benefit fund.
(4)
If the SSA receives an application under this section and is satisfied that —
- (a)
  the proposed rules of the society are in accordance with the standards applicable to the proposed benefit fund; and
- (b)
  the establishment of the proposed benefit fund is in accordance with the standards; and
- (c)
  there is no good reason why the proposed rules should not be registered,

the SSA must, in writing given to the society, approve the application.

Division 2 — Management of benefit funds

99. Assets of benefit funds

(1)
A society must keep the assets of each benefit fund distinct and separate from the assets of any other benefit fund and from any other assets of the society, except as otherwise provided or permitted under this Code.
(2)
Except as provided in subsection (3), a society must maintain a separate account at a bank, building society or credit union for each benefit fund.
(3)
A society may maintain a single account at a bank, building society or credit union for 2 or more benefit funds if permitted to do so by this Code or the standards.
(4)
Nothing in this Code constitutes a society or a director of a society a trustee of the assets of a benefit fund of the society.

100. Payments to benefit funds

A society must creditto each benefit fund, in accordance with this Division —

(a)
all contributions received by or on behalf of the society in respect of the benefit fund; and
(b)
all income from investment of assets of the benefit fund and the proceeds of disposal of any such investment; and
(c)
any other amounts received by or on behalf of the society in respect of the benefit fund.

101. Application of benefit fund assets

(1)
A society must not, directly or indirectly, apply or deal with assets of a benefit fund otherwise than in accordance with this Code.
(2)
The assets of a benefit fund may only be applied —
- (a)
  for the purposes of paying any benefit payable to a person entitled to a benefit from the benefit fund; or
- (b)
  as otherwise permitted by this Code or the society’s rules.

102. Mortgaging assets of benefit fund

(1)
A society must not mortgage or otherwise charge or encumber an asset of a benefit fund.
(2)
If a society’s rules and the standards so permit, the society may, despite subsection (1), mortgage or otherwise charge or encumber an asset of a benefit fund for the advantage of the benefit fund in accordance with those rules and standards.

103. Investment of benefit funds

(1)
A society must not invest assets of a benefit fund otherwise than in accordance with this Code, the society’s rules and the standards.
(2)
If the rules of the society and the standards so provide, a society may, in accordance with this Code, the rules and the standards, invest assets of 2 or more of its benefit funds in a combined investment.
(3)
A society, in investing assets of a benefit fund, must exercise the care, diligence and skill that a prudent person, whose profession, business or employment is or includes investing assets on behalf of other persons, would exercise in managing the affairs of other persons.

104. Payment of money into account

A society must, as soon as practicable after it receives any money for a benefit fund, pay the money —

(a)
into an account maintained for the benefit fund under section 99; or
(b)
into a funds inward clearing account established under section 105.

105. Funds inward clearing account

(1)
A society may open at a bank, building society or credit union an account to be known as a funds inward clearing account.
(2)
If, under section 104, money received for a benefit fund is paid into the funds inward clearing account kept by a society, the society must ensure that the money is paid out of that account and into an account maintained under section 99 for the benefit fund as soon as practicable.
(3)
If money of a benefit fund is paid into a funds inward clearing account —
- (a)
  the money is money of that benefit fund while it is held in that account; and
- (b)
  interest earned on the money while held in that account, less account fees and taxes, belongs to the benefit fund in like proportion to the entitlement of the benefit fund to the money in that account.

106. Funds outward clearing account

(1)
A society may open at a bank, building society or credit union an account to be known as a funds outward clearing account.
(2)
If a society withdraws an amount from an account maintained under section 99 for a benefit fund and does not pay the amount forthwith to the person entitled to that amount or apply the amount in accordance with section 101(2), the society must —
- (a)
  pay the amount into the funds outward clearing account forthwith; and
- (b)
  pay the amount from the funds outward clearing account to the person as soon as practicable.
(3)
If an amount in a funds outward clearing account has not been paid to the person entitled to it within 3 months after the amount was paid into the account, the amount must, at the expiration of that period, be paid back to the account from which it was withdrawn.
(4)
If money of a benefit fund is paid into a funds outward clearing account —
- (a)
  the money is money of the benefit fund while it is held in that account; and
- (b)
  interest earned on the money while held in that account, less account fees and taxes, belongs to the benefit fund in like proportion to the entitlement of the benefit fund to the money in that account.

107. Transfer of an asset between funds

(1)
A society must not, except in accordance with subsection (2), transfer an asset —
- (a)
  from one benefit fund of the society to another benefit fund of the society; or
- (b)
  from a benefit fund of the society to the management fund of the society.

(2)
A society may transfer an asset from a benefit fund (the “transferor fund”) to another benefit fund or the management fund (the “transferee fund”) if —
- (a)
  the society transfers from the transferee fund to the transferor fund an amount equal to the fair value of the asset determined in accordance with section 109; and
- (b)
  in the case of a transfer referred to in subsection (1)(a), the transfer is fair and reasonable in all the circumstances for the members of the transferor fund and the transferee fund;
- (c)
  in the case of a transfer referred to in subsection (1)(b), the transfer is fair and reasonable in all the circumstances for the members of the society.
(3)
This section does not apply to —
- (a)
  a transfer of assets in accordance with a restructure of one or more benefit funds under Division 3; or
- (b)
  the distribution of assets in accordance with section 119 on termination of a benefit fund; or
- (c)
  anything that a liquidator is required to do by or under this Code or any other law of this or any other State or of the Commonwealth; or
- (d)
  any application of assets of a benefit fund permitted by this Code or the standards.

108. Distribution of surplus in benefit fund

(1)
If the actuary of a society advises the society that there is a surplus in a benefit fund, the society, subject to this Code, the rules of the society and the standards —
- (a)
  if the rules of the society so provide, may pay, apply or allocate all or part of the surplus to the members of the benefit fund; or
- (b)
  if the rules of the society so provide, may transfer all or part of the surplus to another benefit fund of the society; or
- (c)
  if the rules of the society so provide, may transfer all or part of the surplus to the management fund of the society.
(2)
For the purposes of subsection (1), if any part of a surplus in a benefit fund comprises an asset other than money, the value of the asset is the fair value of the asset determined in accordance with section 109.

109. Fair value of assets

For the purpose of sections 107 and 108, the fair value of an asset is the price a person could reasonably be expected to pay for the asset on a sale in which the seller and buyer were dealing with each other at arm’s length.

Division 3 — Restructure of benefit funds

110. Definitions

In this Division —

“existing fund” means a benefit fund existing before a restructure under this Division takes effect, other than a benefit fund of a society that has commenced to be wound up under Part 9;

“new fund” means a benefit fund that is or is to be established under Division 1 for the purposes of a restructure under this Division.

111. Approval of restructure of benefit funds

(1)
A society may restructure one or more of its benefit funds in accordance with this Division by doing any of the following —
- (a)
  transferring the whole or part of one or more existing funds to another existing fund; or
- (b)
  transferring the whole or part of one or more existing funds to a new fund.
(2)
A society that proposes to restructure one or more of its existing funds must lodge with the SSA for approval a restructure statement in accordance with subsection (3).
(3)
Except so far as the SSA otherwise determines in relation to a society, a restructure statement must specify —
- (a)
  the name of each existing fund that is to be involved in the restructure, any proposed change in the name of any such existing fund and the proposed name of any new fund;
- (b)
  the date on which it is proposed that the restructure will take effect;
- (c)
  the reasons for the proposed restructure;
- (d)
  the effect of the proposed restructure on the interests of the members of each existing fund that is to be involved in the restructure;
- (e)
  the assets and undertakings of, and liabilities referable to, each existing fund that is to be involved in the restructure that will become assets and undertakings of and liabilities referable to another such existing fund or a new fund;
- (f)
  the category or categories of members of each existing fund that, under the restructure, will become members of another existing fund or of a new fund;
- (g)
  any interest that any officer of the society has in the proposed restructure;
- (h)
  any compensation or other consideration proposed to be paid, or any other incentive proposed to be given, to any officer or member of the society in relation to the proposed restructure;
- (i)
  if applicable, an estimate of the rate of any bonuses payable from each existing fund up to the date on which it is proposed that the restructure will take effect;
- (j)
  in the case of a transfer of part of an existing fund, details of any reserves that the society proposes to retain in the existing fund in accordance with the recommendations of the society’s actuary;
- (k)
  the financial position of each existing fund that is to be involved in the restructure as at a date that is not more than 6 months before the date of the restructure statement;
- (l)
  such other information as the SSA requires.
(4)
Except in so far as the SSA otherwise determines in relation to a society, the restructure statement must be accompanied by —
- (a)
  a certificate signed by the society’s actuary certifying that, having regard to all matters relevant to the proposed restructure, the actuary considers that the restructure would be in the interests of the members of each existing fund that is to be involved in the restructure;
- (b)
  a copy of the proposed amendment of the society’s rules to recognize the restructure;
- (c)
  a copy of the notice proposed to be issued by the society to notify members of each such existing fund of the restructure.
(5)
A restructure statement must be signed by the directors of the society and must include a certificate that, having regard to all matters relevant to the proposed restructure, the directors consider that the restructure would be in the interests of the members of each existing fund that is to be involved in the restructure.
(6)
The SSA may approve a restructure statement if the SSA is satisfied that —
- (a)
  the society has complied with the requirements of this section;
- (b)
  there is no good reason why the restructure should not be approved.
(7)
If the SSA approves the restructure statement, the proposed restructure in accordance with the statement must be approved, in relation to each existing fund that is involved in the restructure, by —
- (a)
  a special resolution of the members of the existing fund; or
- (b)
  if the SSA so determines, a resolution of the society’s board.
(8)
A society, at least 21 days before a meeting of members of an existing fund to approve a special resolution under subsection (7)(a), must give personally or by post to each member of the fund a copy of the restructure statement approved by the SSA, or a summary of that statement approved by the SSA, together with a notice of the meeting and the proposed special resolution.

112. Rules

If a proposed restructure is approved in accordance with section 111(7), the society’s board must, by a resolution, amend the society’s rules to the extent necessary to recognize the restructure of an existing fund in accordance with this Division.

113. Lodgement of information with SSA

(1)
A society must lodge with the SSA within one month after a proposed restructure is approved in accordance with section 111(7) —
- (a)
  a copy of the resolutions made under sections 111(7) and 112; and
- (b)
  an application to register the amendment of the society’s rules to establish a new fund (if any) and to recognize the restructure of each existing fund involved in the restructure.
(2)
A society must lodge with the SSA within 3 months, or such other period as the SSA determines, after a restructure takes effect —
- (a)
  audited accounts, or accounts in a form approved by the SSA, for each existing fund involved in the restructure up to the date that the restructure takes effect; and
- (b)
  such other information as the SSA may require.
(3)
The accounts in subsection (2) must include, if applicable —
- (a)
  details of any bonuses paid by the society from the fund and of any reserves retained by the society in the fund during the period to which the accounts relate; and
- (b)
  a statement of the manner in which the units of the fund were converted to units of another existing fund or of a new fund.

114. When a restructure takes effect

A restructure takes effect on the day on which the SSA registers the amendment of the rules on an application under section 113(1).

115. Effect of restructure

(1)
This section applies on a restructure under this Division taking effect.
(2)
If the whole or part of an existing fund is transferred to another existing fund or to a new fund under this Division —
- (a)
  a member of the existing fund who is in a category specified in the restructure statement approved by the SSA under this Division becomes a member of the other existing fund or of the new fund; and
- (b)
  the assets and undertakings of and liabilities referable to the existing fund become, to the extent specified in the restructure statement approved by the SSA under this Division, assets and undertakings of and liabilities referable to the other existing fund or the new fund.

116. Notification of members

(1)
A society must, within one month after a restructure taking effect, give written notice of the restructure to each member of a benefit fund affected by the restructure.
(2)
Except so far as the SSA otherwise determines in relation to a society, a notice under subsection (1) must include —
- (a)
  the name of each existing fund affected by the restructure, any change in the name of any such existing fund and the name of any new fund;
- (b)
  a statement, in relation to each such existing fund, whether the restructure affects the whole or part of the fund;
- (c)
  the reasons for the restructure;
- (d)
  details of the restructure;
- (e)
  a summary of how the restructure affects the interests of members of each such existing fund;
- (f)
  details of the amendment of the rules to establish a new fund (if any) and recognize the restructure of an existing fund.
(3)
The SSA may grant an exemption from any of the requirements of this section, subject to any conditions it considers appropriate.

Division 4 — Termination of benefit funds

117. Application of Division

A society, other than a society that has commenced to be wound‑up under Part 9, may terminate a benefit fund in accordance with this Division.

118. Approval of termination proposal

(1)
A society that proposes to terminate a benefit fund in accordance with this Division must lodge with the SSA for approval a termination statement in accordance with this section.
(2)
Except so far as the SSA otherwise determines in relation to a society, a termination statement must specify —
- (a)
  the name of the benefit fund proposed to be terminated;
- (b)
  the date on which it is proposed that the termination will take effect;
- (c)
  the reasons for the proposed termination;
- (d)
  the manner in which the society proposes to distribute the assets of the benefit fund;
- (e)
  the effect of the proposed termination on the interests of the members of the benefit fund;
- (f)
  any interest that any officer of the society has in the proposed termination;
- (g)
  any compensation or other consideration proposed to be paid, or any other incentive proposed to be given, to any officer or member of the society in relation to the proposed termination;
- (h)
  the financial position of the benefit fund as at a date that is not more than 6 months before the date of the termination statement;
- (i)
  such other information as the SSA may require.
(3)
Except in so far as the SSA otherwise determines in relation to a society, a termination statement must be accompanied by —
- (a)
  a certificate signed by the society’s actuary certifying that, having regard to all matters relevant to the proposed termination of the benefit fund, the actuary considers that the termination would be in the interests of the members of the fund;
- (b)
  a copy of the proposed amendment of the society’s rules to recognize the termination of the benefit fund;
- (c)
  a copy of the notice proposed to be issued by the society to notify members of the benefit fund of the termination of the benefit fund.
(4)
A termination statement must be signed by the directors of the society and must include a certificate that, having regard to all matters relevant to the proposed termination, the directors consider that the termination would be in the interests of the members of the benefit fund.
(5)
The SSA may approve a termination statement if the SSA is satisfied that —
- (a)
  the society has complied with the requirements of this section;
- (b)
  there is no good reason why the termination should not be approved.
(6)
If the SSA approves the termination statement, the proposed termination in accordance with the statement must be approved by —
- (a)
  a special resolution of the members of the benefit fund; or
- (b)
  if the SSA so determines, a resolution of the society’s board.
(7)
A society, at least 21 days before a meeting of members of a benefit fund to approve a special resolution under subsection (6)(a), must give personally or by post to each member of the fund a copy of the termination statement approved by the SSA, or a summary of that statement approved by the SSA, together with a notice of the meeting and the proposed special resolution.
(8)
If the proposed termination is approved in accordance with subsection (6) —
- (a)
  the society must cease to accept new members and any contributions from existing members in respect of the benefit fund; and
- (b)
  the society must distribute the assets of the benefit fund in accordance with section 119.

119. Distribution of assets of benefit fund

(1)
If the termination of a benefit fund is approved under section 118(6), the assets of the benefit fund must be distributed in accordance with this section within 12 months after that approval.
(2)
The assets of a benefit fund must first be applied in accordance with section 101(2).
(3)
If any assets remain after the application of subsection (2), the assets must be applied as follows —
- (a)
  first —
  - (i)
    where the rules of the society provide for the application of assets on the termination of the benefit fund, in accordance with the rules;
  - (ii)
    where the rules of the society do not provide for the application of assets on the termination of the benefit fund, in satisfaction of any entitlements of members of the fund as determined by the society’s actuary;
- (b)
  secondly, if any assets remain after the application of paragraph (a), by way of transfer to the management fund of the society.
(4)
For the purpose of making a fair and reasonable determination of the entitlements to be paid under subsection (3)(a)(ii), a society’s actuary must take into account all the circumstances of the benefit fund, including —
- (a)
  the rules and standards applicable to the benefit fund; and
- (b)
  the history, performance and financial position of the benefit fund during its existence, whether before or after the coming into operation of this Code.

120. Notification of members

(1)
A society must, not later than the date of distribution of the assets of a benefit fund under section 119, give written notice of the termination of the benefit fund to each member of the fund.
(2)
Except so far as the SSA otherwise determines in relation to a society, a notice under subsection (1) must include —
- (a)
  the name of the benefit fund that is being terminated;
- (b)
  the reasons for the termination of the benefit fund;
- (c)
  details of the termination of the benefit fund;
- (d)
  a summary of how the termination affects the interests of members of the fund;
- (e)
  details of the proposed amendment of the rules to recognize the termination of the benefit fund.
(3)
The SSA may grant an exemption from any of the requirements under this section, subject to any conditions it considers appropriate.

121. Rules

After a society has distributed the assets of a benefit fund in accordance with section 119, the society’s board must, by a resolution, amend the society’s rules to the extent necessary to recognize the termination of the benefit fund in accordance with this Division.

122. Lodgement of information with SSA

(1)
A society must lodge with the SSA within one month after the assets of the benefit fund have been distributed in accordance with section 119 —
- (a)
  a copy of the resolutions made under sections 118(6) and 121; and
- (b)
  an application to register the amendment of the society’s rules to recognize the termination.
(2)
A society must lodge with the SSA within 3 months, or such other period as the SSA determines, after the termination takes effect —
- (a)
  audited accounts or accounts in a form approved by the SSA for the terminated benefit fund up to the date on which the termination takes effect;
- (b)
  such other information as the SSA may require.
(3)
The accounts in subsection (2) must include, if applicable —
- (a)
  a statement of the distribution of the assets of the benefit fund;
- (b)
  details of any bonuses paid by the society from the benefit fund during the period to which the accounts relate.

123. When termination takes effect

A termination of a benefit fund takes effect on the day on which the SSA registers the amendment of the rules on an application under section 122.

Division 5 — Assignment of benefits

124. Assignment of benefits

(1)
An assignment of an entitlement to benefits in a benefit fund of a society may only be made in accordance with this section.
(2)
An assignment must be made by memorandum of assignment in the form prescribed by the society’s rules and signed by the assignor and the assignee.
(3)
An assignment is not valid until it is registered in accordance with this section by the society.
(4)
The assignor must serve on the society 2 signed copies of the memorandum of assignment and must pay any fee prescribed by the society’s rules.
(5)
The society must register the memorandum, and an officer of the society who is authorized to do so must insert the date of registration in both copies of the memorandum, sign them, and send one copy to the assignee.
(6)
A copy of the memorandum that is signed and dated in accordance with this section is —
- (a)
  conclusive evidence of the registration of the assignment and of the date of registration; and
- (b)
  as between the society and any person claiming an entitlement to benefits, conclusive evidence that the assignee was at the time of registration absolutely entitled to the benefits, free from all interests (except any lien or charge that the society has in respect of the benefits), and was legally entitled to receive those benefits and give a discharge in respect of them.
(7)
Except as provided in subsection (8), the assignee under a registered memorandum —
- (a)
  has all the powers of the assignor in respect of the benefits; and
- (b)
  is subject to all the liabilities of the assignor in respect of the benefits; and
- (c)
  may sue in relation to the benefits in the assignee’s own name.
(8)
The assignee is not, by the operation of this section, admitted as a member of the society, and the assignor is not deprived of membership, unless the rules of the society so provide.
(9)
The receipt of the assignee is a discharge to the society for all money paid by the society in respect of the benefits.
(10)
A discharge, surrender of or security over the benefits that is given to the society by the assignee is valid in spite of the existence of any interest of any other person.
(11)
The society taking a discharge, surrender or security —
- (a)
  need not inquire into the circumstances of the assignment or the consideration of it; and
- (b)
  is not affected by express, implied or constructive notice of the existence of any interest of any other person in the benefits.

125. Payment to nominee of deceased member

(1)
A member of a society who is at least 16 years old may nominate a person to whom any benefits from a benefit fund of the society payable on the death of the member are to be paid.
(2)
A member of a society may not nominate an officer of that society unless the officer is a dependant of the member.
(3)
A nomination has no effect unless it is —
- (a)
  in writing and signed by the member; and
- (b)
  served on the society.
(4)
A nomination may be revoked or varied in the same way that it is made and is revoked on the death of the nominee.
(5)
The society, on receiving evidence of the death of the member, must pay to the nominee any benefits that are payable on that death.

Part 4B — Offering and marketing of benefits

Division 1 — Application and interpretation

126. Definitions

In this Part —

“application period”, in relation to a disclosure document issued by a society relating to the provision of benefits, means —

(a)
if, under the terms of the disclosure document, applications for contributions to a benefit fund must be made before a particular time (which may, for example, be a specified time or a time to be determined by the society, but which must not be more than 12 months after the issue of the disclosure document or such longer period as the SSA allows), the period starting when the disclosure document is issued and ending at that time; or
(b)
in any other case, the period of 12 months starting when the disclosure document is issued;

“exempt person” means a person who is an exempt dealer or an exempt investment adviser under section 68 of the Corporations Law, and any person who is acting as a representative of the exempt dealer or exempt investment adviser in connection with the business of dealing in benefits or the benefits advisory business;

“licensed adviser” means a person who holds an investment advisers licence granted under Part 7.3 of the Corporations Law;

“licensed dealer” means a person who holds a dealers licence granted under Part 7.3 of the Corporations Law;

“proper authority” —

(a)
of a licensed dealer is a proper authority granted under Division 3 of Part 7.3 of the Corporations Law;
(b)
of a licensed adviser is a proper authority granted under Division 3 of Part 7.3 of the Corporations Law;
(c)
of a society is a proper authority granted by the society under Subdivision 3 of Division 4 of this Part.

127. Benefits advisory business

A reference in this Part to a benefits advisory business, in relation to a person, is a reference to —

(a)
a business of advising other persons about benefits; or
(b)
a business in the course of which the person publishes reports relating to benefits.

128. Application of this Part

This Part applies to benefits from a benefit fund, other than —

(a)
a benefit fund that is a health benefits fund under the National Health Act 1953 of the Commonwealth; or
(b)
a benefit fund that is a superannuation entity within the meaning of the Superannuation Industry (Supervision) Act 1993 of the Commonwealth.

129. Actuarial advice

A society must not provide benefits of a kind specified in the standards as requiring actuarial advice unless the society’s actuary has given the society written advice about —

(a)
the proposed terms and conditions on which benefits of that kind are to be provided; and
(b)
in the case of benefits with a surrender value, the proposed basis on which the surrender value is to be determined; and
(c)
if the benefits are to be calculated by reference to units, the proposed means by which the unit values are to be determined; and
(d)
any other matters about which the standards require a society to obtain actuarial advice before providing benefits of that kind.

130. Representatives

(1)
Subject to subsection (2), a person is a representative of another person if the first‑mentioned person —
- (a)
  is employed by; or
- (b)
  acts for or by arrangement with,

the other person in connection with a business of dealing in benefits or a benefits advisory business carried on by the other person.

(2)
Except for the purposes of section 184(b), a person who holds a proper authority from another person is a representative of the other person.
(3)
Subject to subsection (4), a person does an act, or engages in conduct, as a representative of another person if the first‑mentioned person does the act or engages in the conduct —
- (a)
  in connection with a business of dealing in benefits or a benefits advisory business carried on by the other person; and
- (b)
  while the first‑mentioned person is a representative of the other person; and
- (c)
  as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and
- (d)
  otherwise than in the course of work of a kind ordinarily done by accountants, clerks or cashiers.
(4)
Except for the purposes of Subdivision 4 of Division 4, a person who holds himself or herself out to be a representative of another person does an act as a representative of the other person.

131. Involvement in contraventions

Subject to section 163, a person is involved in a contravention if the person —

(a)
has aided, abetted, counselled or procured the contravention; or
(b)
has induced, whether by threats or promises or otherwise, the contravention; or
(c)
has been in any way, by act or omission, directly or indirectly, knowingly concerned in, or party to, the contravention; or
(d)
has conspired with others to effect the contravention.

132. Conduct

(1)
A reference in this Part to engaging in conduct is a reference to doing or refusing to do any act, including the making of, or the giving effect to a provision of, an agreement.
(2)
A reference in this Part to conduct, when that expression is used as a noun otherwise than as mentioned in subsection (1), is a reference to the doing of, or the refusing to do, any act, including the making of, or the giving effect to a provision of, an agreement.
(3)
Where, in a proceeding under this Part in respect of conduct engaged in by a body corporate, it is necessary to establish the state of mind of the body, it is sufficient to show that a director, servant or agent of the body, being a director, servant or agent by whom the conduct was engaged in within the scope of the person’s actual or apparent authority, had that state of mind.
(4)
Conduct engaged in on behalf of a body corporate —
- (a)
  by a director, servant or agent of the body within the scope of the person’s actual or apparent authority; or
- (b)
  by any other person at the direction or with the consent or agreement (whether express or implied) of a director, servant or agent of the body, where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the director, servant or agent,

is deemed to have been engaged in also by the body corporate.

(5)
Where, in a proceeding under this Part in respect of conduct engaged in by a person other than a body corporate, it is necessary to establish the state of mind of the person, it is sufficient to show that a servant or agent of the person, being a servant or agent by whom the conduct was engaged in within the scope of the servant’s or agent’s actual or apparent authority, had that state of mind.
(6)
Conduct engaged in on behalf of a person other than a body corporate —
- (a)
  by a servant or agent of the person within the scope of the actual or apparent authority of the servant or agent; or
- (b)
  by any other person at the direction or with the consent or agreement (whether express or implied) of a servant or agent of the first‑mentioned person, where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the servant or agent,

is deemed to have been engaged in also by the first‑mentioned person.

(7)
A reference in this section to the state of mind of a person includes a reference to the knowledge, intention, opinion, belief or purpose of the person and the person’s reasons for the person’s intention, opinion, belief or purpose.

133. References to doing acts

In this Part, unless the contrary intention appears, a reference to doing any act or thing includes a reference to causing, permitting or authorizing the act or thing to be done.

134. Misleading representation

(1)
When a person makes a representation with respect to any future matter (including the doing of, or the refusing to do, any act) and the person does not have reasonable grounds for making the representation, the representation is to be taken to be misleading.
(2)
For the purposes of the application of subsection (1) in relation to a proceeding concerning a representation made by a person with respect to any future matter, the person is, unless the person adduces evidence to the contrary, deemed not to have had reasonable grounds for making the representation.
(3)
Subsection (1) is deemed not to limit by implication the meaning of a reference to a misleading representation, a representation that is misleading in a material particular or conduct that is misleading or is likely or liable to mislead.

Division 2 — Disclosure documents and application forms

135. Disclosure document to be lodged

(1)
A person must not issue, or cause to be issued, an invitation to contribute, or accept a contribution, to a benefit fund of a society unless a disclosure document relating to that benefit fund and that complies with this Division has been lodged with the SSA within the last preceding 12 months.
(2)
A person must not issue, or cause to be issued, an invitation to contribute, or accept a contribution, to a benefit fund of a foreign society unless a disclosure document relating to that benefit fund and that complies with the corresponding Division to this Division in the friendly societies legislation of the participating State in which the foreign society is incorporated has been lodged, within the last preceding 12 months, with the SSA of that participating State.

Penalty applying to this section: $20 000 or imprisonment for 5 years or both.

136. Application form

A person must not issue a form of application for benefits or for making contributions to a benefit fund of a society unless —

(a)
the form is attached to a disclosure document; and
(b)
a copy of the form and disclosure document have been lodged with the SSA.

Maximum penalty: $20 000 or imprisonment for 5 years or both.

137. Form of disclosure document and date of issue

(1)
A disclosure document —
- (a)
  must be printed in type of a size not less than the type known as 8 point unless the standards otherwise provide;
- (b)
  must be dated;
- (c)
  must be signed by each director of the society and by each person named in the document as a proposed director of the society or by a person authorized in writing by the director or proposed director to sign on his or her behalf;
- (d)
  must contain a statement that an arrangement for the provision of a benefit to which the document relates will not be entered into later than 12 months after the date of issue of the document;
- (e)
  must contain any other information required by the standards to be included in the document;
- (f)
  must comply with any requirements of the standards applicable to disclosure documents.
(2)
The date of issue of a disclosure document is the date inserted in it under subsection (1)(b), unless the contrary is proved.
(3)
Each copy of a disclosure document —
- (a)
  must state that the document has been lodged with the SSA of the State in which the society, or foreign society, is registered as a society;
- (b)
  must specify the date of lodgment;
- (c)
  must state that the SSA with which it is lodged takes no responsibility as to the contents of the document.

138. Disclosure of interests

A disclosure document must specify the nature and extent of any interest that a director or proposed director of a society or an expert has in respect of —

(a)
the assets of the benefit fund to which the document relates;
(b)
benefits of the kind to which the document relates and in respect of which an entitlement, other than an entitlement available on the same terms and conditions to other members of the benefit fund, is available.

139. Liability in respect of disclosure document and interests

(1)
If a requirement of section 137 or 138 is contravened, a director or other person responsible for, or involved in the preparation of, the disclosure document does not incur any liability by reason of the contravention if it is proved that —
- (a)
  as regards any matter omitted, the person had no knowledge of the matter; or
- (b)
  the contravention arose from an honest mistake on the part of the person concerning the facts; or
- (c)
  the contravention was —
  - (i)
    in respect of matter that, in the opinion of the court dealing with the case, was immaterial; or
  - (ii)
    otherwise such as, in the opinion of the court, having regard to all the circumstances of the case, ought reasonably to be excused.
(2)
If there is a failure to include in a disclosure document a statement with respect to matters referred to in section 138, a director or other person does not have any liability in respect of the failure unless it is proved that the director or other person had knowledge of the matters not included.
(3)
Nothing in this section limits or diminishes any liability that a person might incur under any rule of law or any enactment or under this Code apart from this section.

140. Content of disclosure document

(1)
A disclosure document must contain such information as persons and their professional advisers would reasonably require, and reasonably expect to find in the document, for the purpose of making an informed assessment of benefits of the kind to which the document relates including —
- (a)
  the assets and liabilities, financial position, profits and losses, and prospects of, or referable to, the benefit fund from which the benefits would derive;
- (b)
  the rights attaching to the benefits to which the disclosure document relates.
(2)
In determining what information is required to be included in a disclosure document, regard must be had to —
- (a)
  the nature of the benefits and the society;
- (b)
  the kinds of persons likely to consider applying to contribute to the benefit fund from which the benefits would derive;
- (c)
  the fact that certain matters may reasonably be expected to be known to professional advisers of any kind whom those persons may reasonably be expected to consult;
- (d)
  whether the persons to whom the invitation is to be issued are members of the society and, if they are, the extent to which relevant information has previously been given to them by the society;
- (e)
  any information known to the persons to whom the invitation is to be issued or their professional advisers under any Act of the Commonwealth or a State.

141. Conditions requiring waiver of requirements void

A condition is void if it —

(a)
requires or binds a person applying to contribute to a benefit fund to waive compliance with any requirement of section 137, 138, 139 or 140; or
(b)
purports to affect that person with notice of any contract, document or matter not specifically referred to in the disclosure document.

142. Obligation to notify society of false etc. statements

(1)
If a disclosure document has been lodged and a person (other than the society) who —
- (a)
  is referred to in section 163(2); or
- (b)
  authorized or caused the issue of the disclosure document,

becomes aware of a relevant matter during the application period in relation to the disclosure document, the person must, as soon as practicable after becoming so aware, give the society written notice of the matter.

Maximum penalty: $5 000 or imprisonment for 12 months, or both.

(2)
In subsection (1) —

“relevant matter” in relation to a disclosure document means —

(a)
a material statement in the disclosure document that is false or misleading; or
(b)
a material omission from the disclosure document; or
(c)
a significant change affecting a matter included in the disclosure document; or
(d)
a significant new matter about which information would have been required by this Division to be included in the disclosure document if the matter had arisen when the disclosure document was prepared.

143. Correction of false or misleading statements etc. by a supplementary or replacement disclosure document

(1)
This section applies if a disclosure document has been lodged and the society becomes aware, during the application period in relation to the disclosure document, that the disclosure document is deficient because —
- (a)
  it contains a material statement that is false or misleading; or
- (b)
  there is a material omission from the disclosure document.
(2)
As soon as practicable after becoming so aware, the society must lodge a supplementary disclosure document or a replacement disclosure document that corrects the deficiency and that complies with whichever of sections 145 and 146 applies.

Maximum penalty: $20 000 or imprisonment for 5 years, or both.

144. Changes or new matters requiring the issue of a supplementary or replacement disclosure document

(1)
This section applies if a disclosure document has been lodged and the society becomes aware, during the application period in relation to the disclosure document, that —
- (a)
  there has been a significant change affecting a matter included in the disclosure document; or
- (b)
  a significant new matter has arisen the inclusion in the disclosure document of information about which would have been required by this Division if the matter had arisen when the disclosure document was prepared.
(2)
As soon as practicable after becoming so aware, the society must lodge a supplementary or a replacement disclosure document that contains particulars of the change or new matter and that complies with whichever of sections 145 and 146 applies.

Maximum penalty: $20 000 or imprisonment for 5 years, or both.

145. General provisions about supplementary disclosure documents

(1)
A supplementary disclosure document is a document the purpose of which is to do either or both of the following in relation to a disclosure document (the “original disclosure document”) —
- (a)
  correct a deficiency in the disclosure document;
- (b)
  provide particulars about something that has occurred since the disclosure document was prepared.
(2)
On each page of a supplementary disclosure document there must be a clear statement in bold type that states that the document is a supplementary disclosure document that is to be read in conjunction with —
- (a)
  the original disclosure document; and
- (b)
  if other supplementary disclosure documents have already been issued in relation to the original disclosure document, those supplementary disclosure documents.
(3)
The statement must clearly identify —
- (a)
  the original disclosure document; and
- (b)
  if subsection (2)(b) applies, the supplementary disclosure documents to which that subsection refers.
(4)
Unless the context otherwise requires, a reference to a disclosure document in any of the provisions referred to in the following provisions includes a reference to a supplementary disclosure document —
- (a)
  sections 159, 160 and 161;
- (b)
  sections 163 to 170;
- (c)
  sections 137(1)(a), (b) and (c), (2) and (3) and 139;
- (d)
  sections 142, 150, 155, 156 and 157.
(5)
In this section —

“deficiency”, in relation to a disclosure document, includes, but is not limited to —

(a)
a material statement in the disclosure document that is false or misleading; or
(b)
a material omission from the disclosure document.

146. General provisions about replacement disclosure documents

(1)
A replacement disclosure document is a document the purpose of which is to replace a disclosure document (the “original disclosure document”) and which may also do either or both of the following —
- (a)
  correct a deficiency in the original disclosure document;
- (b)
  provide particulars about something that has occurred since the original disclosure document was prepared.
(2)
On each page of a replacement disclosure document there must be a clear statement in bold type that identifies the original disclosure document and states that the document is a replacement disclosure document that replaces the original disclosure document.
(3)
Subject to subsection (2), a replacement disclosure document must have the same wording as the original disclosure document, except to the extent that it —
- (a)
  corrects a deficiency in the original disclosure document; or
- (b)
  provides particulars about something that has occurred since the original disclosure document was issued.
(4)
In this section —

“deficiency” in relation to a disclosure document, includes, but is not limited to —

(a)
a material statement in the disclosure document that is false or misleading; or
(b)
a material omission from the disclosure document.

147. Consequences of lodging a supplementary disclosure document

(1)
This section applies if a supplementary disclosure document has been lodged.
(2)
Subject to subsection (4), for the purposes of this Code, the information in the supplementary disclosure document is taken, except in relation to things that happened before it was lodged, to be included in the original disclosure document.
(3)
Every copy of the original disclosure document issued after lodgment of the supplementary disclosure document must be attached to, or accompanied by, a copy of the supplementary disclosure document.

Maximum penalty: $20 000 or imprisonment for 5 years, or both.

(4)
If subsection (3) is contravened in relation to a copy of the original disclosure document, subsection (2) does not apply for the purposes of an action under section 162 in relation to that copy.
(5)
In this section —

“original disclosure document” means the disclosure document identified in the supplementary disclosure document as required by section 145(3)(a).

148. Consequences of lodging a replacement disclosure document

(1)
This section applies if a replacement disclosure document has been lodged.
(2)
A copy of the original disclosure document must not be issued after lodgment of the replacement disclosure document.

Maximum penalty: $20 000 or imprisonment for 5 years, or both.

(3)
The replacement disclosure document is a disclosure document in its own right for the purposes of this Code, but it is taken to have been issued when the original disclosure document was issued.
(4)
The parts of the replacement disclosure document that are the same as the original disclosure document are taken to comply with the requirements of this Division, but only to the extent to which those parts of the original disclosure document in fact complied with those requirements.
(5)
In this section —

“original disclosure document” means the disclosure document identified in the replacement disclosure document as required by section 146(2).

149. Application made on out of date application form

(1)
For the purposes of this section, an application form is current unless —
- (a)
  since the form was issued, a supplementary disclosure document or a replacement disclosure document that relates to the disclosure document to which the form relates has been issued; or
- (b)
  because of section 151(2), the form is no longer current for the purposes of section 151.
(2)
This section applies if —
- (a)
  a person applies to contribute to a benefit fund of a society pursuant to a disclosure document (the “original disclosure document”) during the application period in relation to the disclosure document; and
- (b)
  the application form used to make the application is not current when it is received by the society.
(3)
As soon as practicable after receiving the application, the society must give the person a written notice —
- (a)
  that advises the person that the application form used was not current; and
- (b)
  that states which of options 1 and 2 specified in subsections (4) and (5) the society is going to follow, and explains that option; and
- (c)
  that is accompanied by —
  - (i)
    if a replacement disclosure document has been issued, a copy of the most recently issued replacement disclosure document, a copy of each issued supplementary disclosure document (if any) that relates to it, and a current application form that relates to it; or
  - (ii)
    if sub‑paragraph (i) does not apply, a copy of each supplementary disclosure document (if any) that relates to the original disclosure document and that was issued after the application form was issued, and a current application form that relates to the original disclosure document.
(4)
Option 1 requires the society —
- (a)
  to treat the application as having been withdrawn; and
- (b)
  at the same time as it gives the person the notice, or as soon as practicable afterwards, to pay to the person, in accordance with the requirements (if any) of the standards —
  - (i)
    any money the person has paid to the society on account of the provision of the benefits; and
  - (ii)
    any interest that has accrued in respect of that money.
(5)
Option 2 requires the society —
- (a)
  at the same time as it gives the person the notice, or as soon as practicable afterwards, to provide the benefits to the person pursuant to the application and pay any money received into the relevant benefit fund; and
- (b)
  if, since the application form used to make the application was issued, a material adverse change (as defined in subsection (6)) has occurred in relation to the provision of benefits, to give the person a reasonable opportunity to surrender the benefits and obtain a payment as mentioned in paragraph (c); and
- (c)
  if paragraph (b) applies and the person takes advantage of that opportunity and surrenders the benefits, to pay to the person, in accordance with the requirements (if any) of the standards —
  - (i)
    any money the person has paid to the society on account of the provision of the benefits; and
  - (ii)
    any interest that has accrued in respect of that money.
(6)
For the purposes of subsection (5), a material adverse change occurs in relation to the provision of benefits if a change occurs, or a new matter arises, that is likely to have a material adverse effect on the ability of the society to meet the obligations to provide the benefits.
(7)
The society must act in accordance with the option specified in the notice.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

(8)
In this section —

“application form” means a form of application to contribute to a benefit fund;

“disclosure document to which the form relates”, in relation to an application form that has been issued, means the disclosure document to which the form is or was attached.

150. Inclusion of documents in disclosure documents by reference

(1)
For the purposes of this Code, other than sections 137, 138 and 139, a disclosure document is taken to include a document, or part of a document, as the case requires, if the disclosure document —
- (a)
  refers to a document lodged under this Code or a corresponding previous law, being a document in existence at or before the lodgment of the disclosure document; and
- (b)
  includes a summary of the document or of a part of it; and
- (c)
  includes a statement to the effect that the society will provide a copy of the document, or of the part, as the case requires, free of charge, to a person who asks for it during the application period in relation to the disclosure document.
(2)
The society must comply with a statement included in the disclosure document in accordance with subsection (1)(c).

151. Disclosure document referring to information set out in current application form

(1)
This section applies if —
- (a)
  a disclosure document has been lodged; and
- (b)
  the disclosure document states that specified information (the “incorporated information”) is to be set out in an application form; and
- (c)
  a copy of such a form (the “relevant form”) has also been lodged.
(2)
For the purposes of this section, the relevant form is current from the time when the copy was lodged until the next time (if any) when a copy of a form of the kind referred to in subsection (1)(b) is lodged.
(3)
Subject to subsection (5), for the purposes of this Code, the incorporated information, as set out in the relevant form, is taken to be included in the disclosure document while the relevant form is current.
(4)
Each copy of the disclosure document that is issued while the relevant form is current must have attached to it the relevant form or a copy of it.

Maximum penalty: $20 000 or imprisonment for 5 years, or both.

(5)
If subsection (4) is contravened in relation to a copy of the disclosure document, subsection (3) does not apply for the purposes of an action under section 162 in relation to that copy.
(6)
Unless the context otherwise requires, a reference to a disclosure document in any of the provisions referred to in the following provisions includes a reference to the relevant form while it is or was current —
- (a)
  sections 159, 160 and 161;
- (b)
  sections 163 to 170;
- (c)
  sections 137(1)(a) and (b) and (2) and 139(1);
- (d)
  sections 142, 150, 155, 156 and 157.
(7)
The relevant form, or a copy of it, must not be issued when the relevant form is no longer current.

Maximum penalty applying to subsection (7): $20 000 or imprisonment for 5 years, or both.

152. Certain notices etc. not to be published

(1)
In this section —

“notice” does not include a disclosure document that has been lodged or a report, statement or notice the publication of which is permitted under section 153.

(2)
Nothing in this Part prohibits the publishing of a notice that —
- (a)
  is published by the person who issued the disclosure document concerned, or by a licensed adviser or licensed dealer or an exempt person within the meaning of section 126; and
- (b)
  states that a disclosure document has been lodged; and
- (c)
  specifies the date of the disclosure document; and
- (d)
  states where a copy of the disclosure document can be obtained; and
- (e)
  states that benefits to which the disclosure document relates will be provided only on receipt of a form of application referred to in and attached to a copy of the disclosure document.
(3)
Except as provided by subsection (2), a person must not publish a notice that —
- (a)
  invites any person to apply to contribute to a benefit fund;
- (b)
  refers or calls attention, whether directly or indirectly —
  - (i)
    to a disclosure document relating to a benefit fund; or
  - (ii)
    to an invitation or proposed invitation to apply to contribute to a benefit fund; or
  - (iii)
    to another notice that refers or calls attention to a disclosure document relating to a benefit fund or an invitation or proposed invitation to apply to contribute to a benefit fund, not being a notice referred to in subsection (2).

Maximum penalty applying to subsection (3): $2 500 or imprisonment for 6 months, or both.

153. Certain reports referring to disclosure documents not to be published

(1)
In this section, unless the contrary intention appears —

“report” includes a statement or notice, whether or not in writing, but does not include a notice the publication of which is permitted under section 152.

(2)
Nothing in this Part prohibits the publishing of —
- (a)
  a report by a society or any of its officers or agents that —
  - (i)
    is required by law; or
  - (ii)
    is permitted by the SSA;
or
- (b)
  a report that is a news report (whether or not with other comment), or is genuine comment, published by a person in a newspaper or periodical or by broadcasting or televising relating to —
  - (i)
    a disclosure document that has been lodged or information contained in such a disclosure document; or
  - (ii)
    a report referred to in paragraph (a) —
if none of the following —
- (iii)
  that person;
- (iv)
  an agent or employee of that person;
- (v)
  where the report or comment is published in a newspaper or periodical, the publisher of the newspaper or periodical; or
- (vi)
  where the report or comment is published by broadcasting or televising, the licensee of the broadcasting or television station by which it is published,
receives or is entitled to receive any consideration or other advantage from a person who has an interest in the success of the invitation to which the report or comment relates as an inducement to publish, or as the result of the publication of, the report or comment; or
- (c)
  a report where the report is not published —
  - (i)
    by or on behalf of a society to which the report relates or, whether directly or indirectly, at the instigation of, or by arrangement with, the society or its directors; or
  - (ii)
    by or on behalf of a person who has an interest in the success of the invitation to which the report relates,
and the person publishing the report does not receive and is not entitled to receive any consideration or other advantage from the society or any of its directors, or from a person mentioned in sub‑paragraph (ii), as an inducement to publish, or as the result of the publication of, the report.
(3)
Except as provided by subsection (2), a person who is aware that a disclosure document —
- (a)
  is in the course of preparation by or on behalf of a society; or
- (b)
  has been issued by or on behalf of a society,

must not publish a report that is reasonably likely to induce persons to apply to contribute to a benefit fund of the kind to which the disclosure document relates.

Maximum penalty applying to subsection (3): $2 500 or imprisonment for 6 months, or both.

154. Evidentiary provisions etc.

(1)
In this section —

“notice” means a notice within the meaning of section 152;

“report” means a report within the meaning of section 153.

(2)
A person who publishes a notice or report relating to a society after receiving a certificate that —
- (a)
  specifies the names of 2 directors of the society and is signed by those directors; and
- (b)
  is to the effect that, because of sections 152(2) or 153(2), sections 152(3) or 153(3), as the case requires, do not apply to the notice or report,

does not contravene subsection 152(3) or 153(3), as the case requires.

(3)
Where a notice or report to which a certificate under subsection (2) relates is published, each director who signed that certificate, for the purposes of sections 152 and 153, is deemed to have published the notice or report.
(4)
A person who publishes a notice or report to which a certificate under subsection (2) relates must, if the SSA requires the person to do so, deliver the certificate to the SSA as soon as practicable.

Maximum penalty: $1 000 or imprisonment for 3 months, or both.

(5)
In proceedings for a contravention of section 152 or 153 a certificate relating to a notice or report that purports to be a certificate under this section is evidence, unless evidence to the contrary is adduced, that —
- (a)
  when the certificate was issued, the persons named in the certificate as directors of the society were the directors; and
- (b)
  the signatures in the certificate purporting to be the signatures of the directors are those signatures; and
- (c)
  the publication of the notice was authorized by those directors.
(6)
Nothing in section 152 or 153 or this section limits or diminishes the liability that a person may incur, otherwise than under section 152 or 153 or this section, under any rule of law or under any other enactment.

155. Documents to be kept

A society that has lodged, or caused to be lodged, a disclosure document with the SSA must cause —

(a)
a true copy, verified by a statement in writing, of any consent required by section 156 to the issue of the disclosure document; and
(b)
a true copy, verified by a statement in writing, of every material contract referred to in the disclosure document or, in the case of such a contract that is not reduced to writing, a memorandum, verified by a statement in writing, giving full particulars of the contract,

to be deposited, within 7 days after lodgment of the disclosure document, at the registered office of the society and must keep each such copy for a period of at least 12 months after the lodgment of the disclosure document for inspection by any person without charge.

156. Expert’s consent to issue of disclosure document containing statement by the expert

A person must not issue a disclosure document that includes a statement purporting to be made by an expert or to be based on a statement made by an expert unless —

(a)
the expert has given, and has not, before lodgment of the disclosure document, withdrawn, the expert’s written consent to the issue of the disclosure document with the statement included in the form and context in which it is included; and
(b)
there appears in the disclosure document a statement that the expert has given, and has not withdrawn, the expert’s consent.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

157. Direction not to accept contributions

(1)
Where it appears to the SSA with which a disclosure document is lodged that any of the circumstances referred to in subsection (2) exist in respect of the disclosure document, the SSA may, by order in writing served on the person by whom the disclosure document was lodged, direct the society not to —
- (a)
  issue an invitation to contribute to the benefit fund to which the disclosure document relates;
- (b)
  accept a contribution to that benefit fund.
(2)
The circumstances are —
- (a)
  the disclosure document contravenes in a substantial respect any of the requirements of this Division;
- (b)
  the disclosure document contains a statement, promise, estimate or forecast that is false, misleading or deceptive;
- (c)
  the disclosure document contains a material misrepresentation.
(3)
Subject to this section, the SSA must not make an order under subsection (1) unless the SSA has held a hearing and given a reasonable opportunity to any interested persons to make oral or written submissions to the SSA on the question whether such an order should be made.
(4)
If the SSA considers that any delay in making an order under subsection (1) pending the holding of a hearing would be prejudicial to the public interest, the SSA may make an interim order or interim orders under that subsection without holding a hearing.
(5)
Subject to subsection (6), an interim order, unless sooner revoked, has effect until the end of 21 days after the day on which it is made.
(6)
At any time during the hearing, the SSA may make an interim order under subsection (1) that is expressed to have effect until the SSA makes a final order after the conclusion of the hearing or until the interim order is revoked, whichever first happens.
(7)
While an order is in force under this section —
- (a)
  this Division applies as if the disclosure document had not been lodged; and
- (b)
  a person is not entitled to lodge a further disclosure document in relation to the relevant benefit fund, other than a supplementary disclosure document or a replacement disclosure document.
(8)
If, while an order is in force under this section, the SSA becomes satisfied that, whether because of the lodgment of a supplementary disclosure document or replacement disclosure document or otherwise, the circumstances that resulted in the making of the order no longer exist, the SSA may, by further order in writing, revoke the first‑mentioned order.

158. Exemptions and modifications

(1)
The SSA with which a disclosure document is lodged or, but for this section, would have been lodged, may, subject to and in accordance with the standards, by writing, exempt a particular person or persons or a particular class of persons, either generally or as otherwise provided in the exemption, and either unconditionally or subject to such conditions (if any) as are specified in the exemption, from compliance with all or any of the provisions of —
- (a)
  this Division;
- (b)
  See note to section 1.
(2)
Without limiting the generality of subsection (1), an exemption under that subsection may relate to particular benefits or to a particular class of benefits.
(3)
A person must not contravene a condition to which an exemption under subsection (1) is subject.
(4)
Where a person has contravened a condition to which an exemption under subsection (1) is subject, the Court may, on the application of the SSA, order the person to comply with the condition.
(5)
The SSA may, subject to and in accordance with the standards, by writing, declare that this Division has effect in its application to a particular person or persons, or a particular class of persons, either generally or as otherwise provided in the declaration as if a specific provision or provisions of this Division were omitted, modified or varied in a manner specified in the declaration, and, where such a declaration is made, this Division has effect accordingly.
(6)
Without limiting the generality of subsection (5), a declaration under that subsection may relate to particular benefits or a particular class of benefits.
(7)
The SSA must cause to be published in the Gazette a statement to the effect that an exemption has been granted or a declaration made under this section in relation to a particular class of persons or a particular class of benefit funds.

Division 3 — Prohibited conduct and civil liability

159. Statement in a disclosure document

For the purposes of this Division, a statement is taken to be in a disclosure document if it is —

(a)
contained in a report or memorandum that appears on the face of the disclosure document; or
(b)
contained in a report or memorandum that is issued with the disclosure document with the consent or knowledge of a person who authorized or caused the issue of the disclosure document; or
(c)
incorporated by reference in the disclosure document, whether the reference occurs in the disclosure document or in any other document.

160. Misleading or deceptive conduct

(1)
A person must not engage in conduct that is misleading or deceptive or is likely to mislead or deceive, being conduct in or in connection with —
- (a)
  any dealing in benefits; or
- (b)
  without limiting the generality of paragraph (a), any disclosure document issued, or notice published, in relation to benefits.
(2)
A person who contravenes this section is not guilty of an offence.
(3)
Nothing in this Division or Division 2 is to be taken as limiting by implication the generality of subsection (2).

161. Mis‑statements and omissions in disclosure documents

(1)
A person must not authorize or cause the issue of a disclosure document in relation to benefits if —
- (a)
  the disclosure document has been, or is required to be, lodged under Division 2; and
- (b)
  either —
  - (i)
    a material statement in the disclosure document is false or misleading; or
  - (ii)
    there is a material omission from the disclosure document.

Maximum penalty: $20 000 or imprisonment for 5 years, or both.

(2)
It is a defence to a prosecution for a contravention of subsection (1) if it is proved —
- (a)
  that the defendant, after making such inquiries (if any) as were reasonable, had reasonable grounds to believe, and did until the time of the issue of the disclosure document believe, that the statement was true and not misleading or the omission was not material; or
- (b)
  where there was an omission from the disclosure document, that the omission was inadvertent.
(3)
A person does not contravene this section merely because the person gave a consent required by this Part to the inclusion in the disclosure document of a statement purporting to be made by the person as an expert.

162. Civil liability for contravention of this Division or Division 2

(1)
Subject to the following sections of this Division, a person who suffers loss or damage by conduct of another person that was engaged in in contravention of a provision of this Division or Division 2 may recover the amount of the loss or damage by action against that other person or against any person involved in the contravention, whether or not that other person or any person involved in the contravention has been convicted of an offence in respect of the contravention.
(2)
An action under subsection (1) may be begun at any time within 6 years after the day on which the cause of action arose.
(3)
This Division does not affect any liability that a person has under any other law.
(4)
In a proceeding under this Division in relation to a contravention of this Division or Division 2 committed by the publication of an advertisement, it is a defence if it is proved that the defendant is a person whose business it is to publish or arrange for the publication of advertisements and that the person received the advertisement for publication in the ordinary course of business and did not know and had no reason to suspect that its publication would amount to a contravention of a provision of this Division or Division 2.

163. Civil liability for false or misleading statement in, or omission from, a disclosure document

(1)
This section applies for the purposes of an action under section 162 in respect of conduct being the issue of a disclosure document in relation to benefits —
- (a)
  in which there is a material statement that is false or misleading; or
- (b)
  from which there is a material omission.
(2)
The reference in section 162(1) to any person involved in the contravention includes a reference to all or any of the following persons —
- (a)
  the society;
- (b)
  a person who was a director of the society at the time of the issue of the disclosure document;
- (c)
  a person who authorized or caused himself or herself to be named, and is named, in the disclosure document as a director of the society or as having agreed to become a director of the society either immediately or after an interval of time;
- (d)
  if the disclosure document includes a statement that purports to be, or to be based on, a statement made by an expert and the expert gave consent under section 156 to the issue of the disclosure document, that expert;
- (e)
  a person named, with the consent of the person, in the disclosure document as an auditor, actuary, banker or solicitor of the society or for or in relation to benefits or proposed benefits;
- (f)
  a person named, with the consent of the person, in the disclosure document as having performed or performing any function in a professional, advisory or other capacity not mentioned in paragraph (d) or (e) for the society or for or in relation to benefits or proposed benefits.

164. No liability to person with knowledge of relevant matter

A person referred to in section 163(2), or a person who authorized or caused the issue of the disclosure document, is not liable in an action under section 162 to a person who suffered loss or damage as a result of a false or misleading statement in, or an omission from, the disclosure document if it is proved that, when the last‑mentioned person applied for benefits to which the disclosure document relates, that person knew that the statement was false or misleading or was aware of the omitted matter.

165. Non‑consenting directors not liable

(1)
A person referred to in section 163(2)(b) or (c) is not, in the circumstances set out in this section, liable in an action under section 162 to a person who suffered loss or damage as a result of a false or misleading statement in, or an omission from, the disclosure document.
(2)
If the person is a person referred to in section 163(2)(c), the person is not liable if it is proved that, having consented to become a director of the society, the person withdrew the consent before the issue of the disclosure document, and that it was issued without the person’s authority or consent.
(3)
The person is not liable if it is proved that the disclosure document was issued without the person’s knowledge or consent and —
- (a)
  as soon as practicable after the person became aware of the issue of the disclosure document, the person gave reasonable public notice that it was issued without the person’s knowledge; or
- (b)
  as soon as practicable after the disclosure document was issued, the person gave reasonable public notice that the disclosure document was issued without the person’s consent,

as the case requires.

(4)
The person is not liable if it is proved that, after the issue of the disclosure document and before receiving any contributions in relation to benefits under the disclosure document, the person, on becoming aware of any false or misleading statement in, or omission from, the disclosure document, withdrew the person’s consent to the issue of the disclosure document and gave reasonable public notice of the withdrawal and of the reason for the withdrawal.

166. Directors not liable where they have reasonable grounds for believing disclosure document to be correct

(1)
A person referred to in section 163(2)(b) or (c) is not, in the circumstances set out in this section, liable in an action under section 162 to a person who suffered loss or damage as a result of —
- (a)
  a false or misleading statement (in this section called the “defective statement”) in the disclosure document; or
- (b)
  an omission from a statement (in this section also called the “defective statement”) in the disclosure document.
(2)
If the defective statement —
- (a)
  purports to be, or to be based on, a statement made by an expert; or
- (b)
  is contained in what purports to be a copy of, or extract from, a report or valuation of an expert,

the person is not liable if it is proved that —

(c)
the defective statement fairly represented the statement referred to in paragraph (a), or the purported copy or extract was a correct and fair copy of, or extract from, the report or valuation, as the case requires; and
(d)
the person, after making such inquiries (if any) as were reasonable, had reasonable grounds to believe, and did believe until the time of the provision of the benefits, that the person who made the statement referred to in paragraph (a), or who made the report or valuation, as the case requires —
- (i)
  was competent to make it; and
- (ii)
  had given the consent required by section 156 to the issue of the disclosure document; and
- (iii)
  had not withdrawn that consent.

(3)
If the defective statement —
- (a)
  purports to be a statement made by an official person; or
- (b)
  is contained in what purports to be a copy of, or extract from, a public official document,

the person is not liable if it is proved that the defective statement fairly represented the statement referred to in paragraph (a), or that the purported copy or extract was a correct and fair copy of, or extract from, the document, as the case requires.

(4)
If none of subsections (2)(a) and (b) and (3)(a) and (b) applies in relation to the defective statement, the person is not liable if it is proved that he or she, after making such inquiries (if any) as were reasonable, had reasonable grounds to believe, and did believe until the time of the issue of the benefits —
- (a)
  if subsection (1)(a) applies, that the defective statement was true and not misleading; or
- (b)
  if subsection (1)(b) applies, that there were no material omissions from the defective statement.

167. Liability of experts, auditors etc.

(1)
A person referred to in section 163(2)(d), (e) or (f) is liable in an action under section 162 only in respect of —
- (a)
  a false or misleading statement in the disclosure document purporting to be made by the person as a person referred to in section 163(2)(d), (e) or (f), or to be based on a statement made by the person as a person referred to in section 163(2)(d), (e) or (f); or
- (b)
  in the case of a person referred to in section 163(2)(d), an omission of any material matter from a statement in the disclosure document purporting to be made by the person as a person referred to in section 163(2)(d) or to be based on a statement made by the person as such a person; or
- (c)
  in the case of a person referred to in section 163(2)(e) or (f), an omission from the disclosure document of any material matter for which the person is responsible in the person’s capacity or purported capacity as a person referred to in section 163(2)(e) or (f).
(2)
A person referred to in section 163(2)(d) is not liable in an action under section 162 in respect of a false or misleading statement in, or an omission from, the disclosure document if it is proved —
- (a)
  that, having given consent under section 156 to the issue of the disclosure document, the person withdrew it in writing before the disclosure document was lodged;
- (b)
  that, after the disclosure document was lodged and before the provision of any benefits under the disclosure document, the person, on becoming aware of the false or misleading statement, or of the omission, as the case requires, withdrew the person’s consent in writing and gave reasonable public notice of the withdrawal and of the reasons for the withdrawal; or
- (c)
  that the person was competent to make the statement and, after making such inquiries (if any) as were reasonable, had reasonable ground to believe, and did until the time of the provision of any benefits believe, that —
  - (i)
    if the action is in respect of a false or misleading statement, the statement was true and not misleading; or
  - (ii)
    if the action is in respect of an omission from a statement, there were no material omissions from the statement.
(3)
A person referred to in section 163(2)(e) or (f) is not liable in an action under section 162 in respect of a false or misleading statement in, or an omission from, the disclosure document if it is proved —
- (a)
  that, after the disclosure document was lodged and before the provision of any benefits under the disclosure document the person, on becoming aware of the false or misleading statement or of the omission, as the case requires, withdrew the person’s consent in writing and gave reasonable public notice of the withdrawal and of the reasons for the withdrawal; or
- (b)
  in the case of a statement, that the person was competent to make the statement and, after making such inquiries (if any) as were reasonable, had reasonable grounds to believe, and did until the time of the provision of any benefits believe, that the statement was true and not misleading; or
- (c)
  in the case of an omission, that the person, after making such inquiries (if any) as were reasonable, had reasonable grounds to believe, and did until the time of the provision of any benefits believe, that there were no omissions from the disclosure document of material matters for which the person was responsible in the person’s capacity as a person referred to in section 163(2)(e) or (f) as the case requires, and that the person was competent to act in that capacity.

168. Liability of persons named in disclosure document

(1)
A person referred to in section 163(2)(e) or (f) who is named in part only of the disclosure document is not liable in an action under section 162 in respect of a false or misleading statement in, or an omission from, the disclosure document if it is proved that —
- (a)
  the statement was not included in, or the matter was not omitted from, that part of the disclosure document; or
- (b)
  in the case of a statement, the statement was not included in, or substantially in, the form and context that the person had agreed to.
(2)
For the purposes of subsection (1), a person referred to in section 163(2)(e) or (f) shall not be taken to be named in part only of the disclosure document unless the disclosure document includes an express statement that the person was involved only in the preparation of that part.
(3)
A person who has authorized or caused the issue of part only of a disclosure document is not liable in an action under section 162 in respect of a false or misleading statement in, or an omission from, the disclosure document if it is proved that —
- (a)
  the statement was not included in, or the matter was not omitted from, that part of the disclosure document; or
- (b)
  in the case of a statement, the statement was not included in, or substantially in, the form and context that the person had agreed to.
(4)
For the purposes of subsection (3), a person is not taken to have authorized or caused the issue of part only of a disclosure document unless the disclosure document includes an express statement that the person authorized or caused the issue of that part only.

169. No liability for mistake etc. if reasonable precautions taken

(1)
The society or a person who authorized or caused the issue of the disclosure document is not liable in an action under section 162 if it is proved that the false or misleading statement or the omission —
- (a)
  was due to a reasonable mistake; or
- (b)
  was due to reasonable reliance on information supplied by another person; or
- (c)
  was due to the act or default of another person, to an accident or to some other cause beyond the defendant’s control,

and, in a case to which paragraph (c) applies, that the defendant took reasonable precautions and exercised due diligence to ensure that all statements to be included in the disclosure document were true and not misleading and that there were no material omissions from the disclosure document.

(2)
In subsection (1)(b) and (c) —

“another person” does not include a person who, when the disclosure document was issued, was —

(a)
a servant or agent of the defendant; or
(b)
if the defendant was the society or another body corporate, a director, servant or agent of the defendant.

170. Indemnity

Where —

(a)
a disclosure document in relation to benefits contains the name of a person as a director of the society, or as having agreed to become a director, and that person has not consented to become a director, or has withdrawn the consent before the issue of the disclosure document, and has not authorized or consented to the issue of the disclosure document; or
(b)
the consent of a person is required under section 156 to the issue of the disclosure document and the person either has not given that consent or has withdrawn it before the issue of the disclosure document,

the directors of the society, except any without whose knowledge or consent the disclosure document was issued, and any other person who authorized or caused the issue of the disclosure document are jointly and severally liable to indemnify the person so named or whose consent was so required against all damages, costs and expenses to which the person may be made liable —

(c)
because of the person’s name being so contained in the disclosure document;
(d)
because of the inclusion in the disclosure document of a statement purporting to be made by the person as an expert; or
(e)
in defending any action or other legal proceeding brought against the person because of the person’s name being so contained in the disclosure document or the inclusion in the disclosure document of such a statement.

Division 4 — Regulation of industry participants

Subdivision 1 — Conduct in relation to benefits

171. Dealing

(1)
A person must not carry on a business of dealing in benefits, or hold out that the person carries on such a business, unless the person is —
- (a)
  a society; or
- (b)
  a licensed dealer; or
- (c)
  an exempt person.
(2)
For the purpose of determining —
- (a)
  whether a person carries on, or holds himself, herself or itself out as carrying on, a business of dealing in benefits; and
- (b)
  whether or not a person deals in benefits,

an act done on behalf of, or as a representative of, a society, a licensed dealer or an exempt person is to be disregarded.

172. Advising

(1)
A person must not carry on a benefits advisory business, or hold out that the person carries on such a business, unless the person is —
- (a)
  a society; or
- (b)
  a licensed dealer; or
- (c)
  a licensed adviser; or
- (d)
  an exempt person.
(2)
The following subsections apply for the purposes of determining —
- (a)
  whether a person carries on a benefits advisory business; and
- (b)
  whether a person holds himself, herself, or itself out to be carrying on such a business.
(3)
If the person is a body corporate authorized by a law of a State to take in its own name a grant of probate of the will, or a grant of letters of administration of the estate, of a dead person, an act done by the first‑mentioned person is to be disregarded.
(4)
If the person is a solicitor, an accountant or actuary in public practice as such, an act that the person does is to be disregarded if it is merely incidental to the practice of his or her profession.
(5)
The fact that the person advises other persons about benefits or publishes reports relating to benefits, in some or all of the following circumstances is to be disregarded —
- (a)
  in a newspaper or periodical —
  - (i)
    of which the person is the proprietor or publisher; and
  - (ii)
    that is generally available to the public otherwise than only on subscription;
- (b)
  in the course of, or by means of, transmissions that —
  - (i)
    the person makes by means of an information service; or
  - (ii)
    are made by means of an information service that the person owns, operates or makes available,
and are generally available to the public;
- (c)
  in sound recordings, video recordings, or data recordings, that the person makes generally available to the public in either or both of the following ways —

- - (i)
    by supplying copies of them to the public; or
  - (ii)
    by causing the sound recordings to be heard by, the video recordings to be seen and heard by, or the contents of the data recordings to be displayed or reproduced for, the public, as the case requires.
(6)
Subsection (5) does not apply in relation to a newspaper or periodical, or transmissions, sound recordings, video recordings or data recordings, as the case requires, whose sole or principal purpose is to advise other persons about benefits or to publish reports relating to benefits.
(7)
The fact that the person holds himself, herself or itself out as advising other persons, or publishing reports relating to benefits, as mentioned in subsection (5), is to be disregarded.
(8)
An act that the person does as a representative of a society, a licensed dealer, a licensed adviser or an exempt person is to be disregarded.

Subdivision 2 — Agreements with unlicensed persons

173. Certain persons not clients

A reference in this Subdivision to a client does not include a reference to a person who is —

(a)
a licensed dealer; or
(b)
a licensed adviser; or
(c)
one of 2 or more persons who together constitute a licensed dealer or a licensed adviser.

174. Agreements with unlicensed persons

(1)
Sections 175 to 183 apply where, during a period when a person (in this Subdivision called the “non‑licensee”) is unlicensed, the non‑licensee and a client of the non‑licensee enter into an agreement that —
- (a)
  constitutes, or relates to, a dealing or proposed dealing in benefits; or
- (b)
  relates to advising the client about benefits, or giving the client reports relating to benefits.
(2)
Sections 175 to 183 apply to an agreement mentioned in subsection (1) whether or not anyone else is a party to the agreement.
(3)
A person is unlicensed during a period when the person —
- (a)
  in contravention of section 171, carries on, or holds out that the person carries on, a business of dealing in benefits; or
- (b)
  in contravention of section 172, carries on a benefits advisory business or holds out that the person carries on such a business.

175. Client may give notice of rescission

(1)
Subject to this section, the client may, whether before or after completion of the agreement, give to the non‑licensee a written notice stating that the client wishes to rescind the agreement.
(2)
The client may only give a notice under this section within a reasonable period after becoming aware of the facts entitling the client to give the notice.
(3)
The client is not entitled to give a notice under this section if the client engages in conduct by engaging in which the client would, if the entitlement so to give a notice were a right to rescind the agreement for misrepresentation by the non‑licensee, be taken to have affirmed the agreement.
(4)
The client is not entitled to give a notice under this section if, within a reasonable period before the agreement was entered into, the non‑licensee informed the client (whether or not in writing) that the non‑licensee was unlicensed.
(5)
If, at a time when a securities licence (as defined in subsection (8)) held by the non‑licensee was suspended, the non‑licensee informed the client that the licence was suspended, the non‑licensee is to be taken for the purposes of subsection (4) to have informed the client at that time that the non‑licensee was unlicensed.
(6)
Nothing in subsections (2), (3) and (4) limits the generality of any of the others.
(7)
Subject to this section, the client may give a notice under this section whether or not —
- (a)
  the notice will result under section 176 in rescission of the agreement; or
- (b)
  the Court will, if the notice so results, be empowered to make a particular order, or any order at all, under section 178.
(8)
In this section —

“securities licence” means an investment advisers licence granted under Part 7.3 of the Corporations Law or a dealers licence granted under that Part.

176. Effect of notice under section 175

A notice given under section 175 rescinds the agreement unless rescission of the agreement would prejudice a right, or an estate in property, acquired by a person (other than the non‑licensee) in good faith, for valuable consideration and without notice of the facts entitling the client to give the notice.

177. Client may apply to Court for partial rescission

(1)
If the client gives a notice under section 175 but the notice does not rescind the agreement because rescission of it would prejudice a right or estate of the kind referred to in section 176, the client may, within a reasonable period after giving the notice, apply to the Court for an order under subsection (4) of this section.
(2)
The Court may extend the period for making an application under subsection (1).
(3)
If an application is made under subsection (1), the Court may make such orders expressed to have effect until the determination of the application as it would have power to make if the notice had rescinded the agreement under section 176 and the application were for orders under section 178.
(4)
On an application under subsection (1), the Court may make an order —
- (a)
  varying the agreement in such a way as to put the client in the same position, as nearly as can be done without prejudicing such a right or estate acquired before the order is made, as if the agreement had not been entered into; and
- (b)
  declaring the agreement to have had effect as so varied at and after the time when it was originally made.
(5)
If the Court makes an order under subsection (4), the agreement is to be taken for the purposes of section 178 to have been rescinded under section 176.
(6)
An order under subsection (4) does not affect the application of section 180 or 182 in relation to the agreement as originally made or as varied by the order.

178. Court may make consequential orders

(1)
Subject to subsection (2), on rescission of the agreement under section 176, the Court, on the application of the client or the non‑licensee, may make such orders as it would have power to make if the client had duly rescinded the agreement for misrepresentation by the non‑licensee.
(2)
The Court is not empowered to make a particular order under subsection (1) if the order would prejudice a right, or an estate in property, acquired by a person (other than the non‑licensee) in good faith, for valuable consideration and without notice of the facts entitling the client to give the notice.

179. Agreement unenforceable against client

(1)
This section —
- (a)
  applies while both of the following are the case —
  - (i)
    the client is entitled to give a notice under section 175;
  - (ii)
    a notice so given will result under section 176 in rescission of the agreement;
and
- (b)
  applies after the agreement is rescinded under section 176,

but does not otherwise apply.

(2)
The non‑licensee is not entitled, as against the client —
- (a)
  to enforce the agreement, whether directly or indirectly; or
- (b)
  to rely on the agreement, whether directly or indirectly and whether by way of defence or otherwise.

180. Non‑licensee not entitled to recover commission

(1)
Without limiting the generality of section 179, this section —
- (a)
  applies while the client is entitled to give a notice under section 175; and
- (b)
  applies after the client so gives a notice, even if the notice does not result under section 176 in rescission of the agreement,

but does not otherwise apply.

(2)
The non‑licensee is not entitled to recover by any means (including, for example, set‑off or a claim on a quantum meruit) any brokerage, commission or other fee for which the client would, but for this section, have been liable to the non‑licensee under or in connection with the agreement.

181. Onus of establishing non‑application of section 179 or 180

For the purposes of determining, in a proceeding in a court, whether or not the non‑licensee is, or was at a particular time, entitled as mentioned in section 179(2) or 180(2), it must be presumed, unless the contrary is proved, that section 179 or 180, as the case requires, applies, or applied at that time, as the case requires.

182. Client may recover commission paid to non‑licensee

(1)
Without limiting the generality of section 178, if the client gives a notice under section 175, the client may, even if the notice does not result under section 176 in rescission of the agreement, recover from the non‑licensee as a debt the amount of any brokerage, commission or other fee that the client has paid to the non‑licensee under or in connection with the agreement.
(2)
The SSA may, if it considers that it is in the public interest to do so, bring an action under subsection (1) in the name of, and for the benefit of, the client.

183. Remedies under this Subdivision

The client’s rights under this Subdivision are additional to, and do not prejudice, any right or remedy of the client.

Subdivision 3 — Representatives

184. Proper authority from society

A reference, in relation to a person (in this section called the “representative”) to a proper authority from a society registered under this Code or the Code of a participating State (in this section called the “principal”) is a reference to a document in the prescribed form or a copy of the society’s certificate of incorporation on which are endorsed —

(a)
a statement —
- (i)
  stating that the representative is employed by, or acts for or by arrangement with, the principal; and
- (ii)
  signed by the principal;

and

(b)
in relation to each person (if any), other than the principal, of whom the representative is a representative, a statement that —
- (i)
  sets out the name of the person; and
- (ii)
  states that the representative is employed by, or acts for or by arrangement with, that person; and
- (iii)
  states that the person consents to the representative being employed by, or acting for or by arrangement with, the principal; and
- (iv)
  is signed by the person.

185. Representatives of dealers

A person must not, in relation to benefits, do an act as a representative of a licensed dealer unless the person holds a proper authority from the dealer.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

186. Representatives of investment advisers

A person must not, in relation to benefits, do an act as a representative of a licensed adviser unless the person holds a proper authority from the licensed adviser.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

187. Representatives of societies

A person must not, in relation to benefits, do an act as a representative of a society unless the person holds a proper authority from the society.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

188.Body corporate not to act as representative

A body corporate must not do an act as a representative of a dealer, an investment adviser or a society.

Maximum penalty: $5 000 or imprisonment for 12 months, or both.

189. Defence

(1)
A person does not contravene section 171, 172, 185, 186 or 187 by an act done by that person as a representative of another person if —
- (a)
  but for the other person ceasing to be a society or for the revocation or suspension of a securities licence held by the other person, the act would not have been such a contravention;
- (b)
  when he or she did the act, the first‑mentioned person —
  - (i)
    believed in good faith that the other person was a society or held the securities licence, as the case requires; and
  - (ii)
    was unaware of the cessation, revocation or suspension.
(2)
A person does not contravene section 171, 172, 185, 186 or 187 by an act done by that person as a representative of another person if the person holds what he or she believes in good faith to be a proper authority from that other person, and in all the circumstances it was reasonable for the first‑mentioned person to so believe.
(3)
In this section —

“securities licence” means an investment advisers licence granted under Part 7.3 of the Corporations Law or a dealers licence granted under that Part.

190. Banned person not to act as representative

A person must not do an act as a representative of a society, a licensed dealer or a licensed adviser if the person is the subject of a banning order made by the Australian Securities Commission under section 829 of the Corporations Law.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

191. Society to keep register of holders of proper authorities

(1)
A society must establish a register of the persons who hold proper authorities from the society and must keep it in accordance with this section.
(2)
The register must be in writing or in such other form as the SSA approves.
(3)
The register must contain, in relation to each person (if any) who holds a proper authority from the society —
- (a)
  a copy of the proper authority;
- (b)
  the person’s name;
- (c)
  the person’s current residential address;
- (d)
  unless the person’s current business address is the same as the society’s, the person’s current business address; and
- (e)
  any other prescribed information.
(4)
A copy of a proper authority of a person from the society that subsection (3) provides for the register to contain must be included in the register within 2 business days after the person begins to hold that proper authority.
(5)
Information that subsection (3) provides for the register to contain in relation to a person must be entered in the register within 2 business days after —
- (a)
  the person begins to hold a proper authority from the society; or
- (b)
  the society receives the information,

whichever happens later.

(6)
Within 2 business days after a person ceases to hold a proper authority from the society, the society must —
- (a)
  in any case —
  - (i)
    include, in a part of the register separate from the part in which copies of proper authorities are included under subsection (4); and
  - (ii)
    remove from the last‑mentioned part,
the copy of the proper authority that was included in the last‑mentioned part; and
- (b)
  unless, at the end of those 2 business days, the person again holds a proper authority from the society —
  - (i)
    enter, in a part of the register separate from the part in which information is entered under subsection (5); and
  - (ii)
    remove from the last‑mentioned part,
the information that has been entered in the last‑mentioned part in relation to the person.
(7)
Information that has been entered under subsection (6)(b) in a separate part of the register is deemed for the purposes of subsections (3) and (5) not to be contained or entered in the register.
(8)
Where a society that subsection (1) requires to establish a register already keeps one under this section or a corresponding previous law, the society need not establish a new register but must keep the existing one in accordance with this section.

192. Society to notify SSA of location and contents of register

(1)
In this section —

“register”, in relation to a society, means a register that the society keeps for the purposes of section 191.

(2)
Within 14 days after establishing a register, the society must lodge with the SSA written notice of where the register is kept.
(3)
As soon as practicable after changing the place where a register is kept, the society must lodge with the SSA written notice of the new place where the register is kept.
(4)
Within 2 business days after the day on which a person begins to hold a particular proper authority from a society, the society must, whether or not the person has previously held a proper authority from the society, lodge with the SSA —
- (a)
  a copy of the first‑mentioned proper authority; and
- (b)
  a written notice stating that the person began to hold that proper authority on that day.
(5)
The society must lodge with the SSA a written notice, within the period provided by subsection (6) —
- (a)
  setting out the information that the register is required to contain by section 191(3)(b), (c), (d) or (e); and
- (b)
  stating that the information has been, or is to be, entered in the register.
(6)
A notice under subsection (5) must be lodged with the SSA within the period within which subsection 191(5) requires the information to be entered in the register.
(7)
Within 2 business days after a person ceases to hold a proper authority from a society, the society must, unless at the end of those 2 business days the person again holds a proper authority from the society, lodge with the SSA a written notice stating that the person has ceased to hold such a proper authority.

193. Inspection and copying of register

(1)
In this section —

“register” in relation to a society, means a register that the society keeps for the purposes of section 191.

(2)
A society must ensure that a register is open for inspection without charge.
(3)
Where a person requests a society in writing to give to the person a copy of the whole, or of a specified part, of a register, the society must comply with the request within 2 business days after —
- (a)
  if the society’s rules require the person to pay for the copy, an amount (if any) prescribed by the society’s rules, receiving the amount from the person; or
- (b)
  in any other case, receiving the request.

194. SSA may require production of authority

(1)
Where the SSA has reason to believe that a person —
- (a)
  holds a proper authority from a society; or
- (b)
  has done an act as a representative of another person,

then, whether or not the SSA knows who the society or other person is, it may require the first‑mentioned person to produce any proper authority or purported proper authority from the society that the first‑mentioned person holds.

(2)
A person must not, without reasonable excuse, refuse or fail to comply with a requirement under this section.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

195. SSA may give society information about representative

(1)
Where the SSA believes on reasonable grounds that —
- (a)
  a person (in this section called the “holder”) holds, or will hold, a proper authority from a society;
- (b)
  having regard to that fact, the SSA should give to the society particular information that the SSA has about the person; and
- (c)
  the information is true,

the SSA may give the information to the society.

(2)
Where the SSA gives information under subsection (1), the SSA or an officer of the SSA may, for a purpose connected with —
- (a)
  the SSA making a decision about what action (if any) to take in relation to the holder, having regard to, or to matters including, the information; or
- (b)
  the SSA taking action pursuant to such a decision,

or for 2 or more such purposes, and for no other purpose, give to another person, make use of, or make a record of, some or all of the information.

(3)
A person to whom information has been given, in accordance with subsection (2) or this subsection, for a purpose or purposes may, for that purpose or one or more of those purposes, and for no other purpose, give to another person, make use of, or make a record of, that information.
(4)
Subject to subsections (2) and (3), a person must not give to another person, make use of, or make a record of, information given by the SSA under subsection (1).

Maximum penalty: $5 000 or imprisonment for 12 months, or both.

(5)
A person has qualified privilege in respect of an act done by the person as permitted by subsection (2) or (3).
(6)
A person to whom information is given in accordance with this section must not —
- (a)
  give any of the information to a court; or
- (b)
  produce in a court a document that sets out some or all of the information,

except —

(c)
for a purpose connected with —
- (i)
  the society making a decision about what action (if any) to take in relation to the holder, having regard to, or to matters including, some or all of the information; or
- (ii)
  the society taking action pursuant to such a decision; or
- (iii)
  proving in a proceeding in that court that particular action taken by the society in relation to the holder was so taken pursuant to such a decision,

or for 2 or more such purposes, and for no other purpose; or

(d)
in a proceeding in that court, in so far as the proceeding relates to an alleged contravention of this section; or
(e)
in a proceeding in respect of an ancillary offence relating to an offence against this section; or
(f)
in a proceeding in respect of the giving to a court of false information being or including some or all of the first‑mentioned information.

(7)
A reference in this section to a person taking action in relation to another person is a reference to the first‑mentioned person —
- (a)
  taking action by way of making, terminating or varying the terms and conditions of a relevant agreement; or
- (b)
  otherwise taking action in relation to a relevant agreement,

in so far as the relevant agreement relates to the other person being employed by, or acting for or by arrangement with, the first‑mentioned person in connection with a business of dealing in benefits or a benefits advisory business carried on by the first‑mentioned person.

196. Holder of authority may be required to return it

(1)
Where a person holds a proper authority from a society but is neither employed by, nor authorized to act for or by arrangement with, the society, the society may, by writing given to the person, require the person to give the proper authority to the society within a specified period of not less than 2 business days.
(2)
A person must not, without reasonable excuse, refuse or fail to comply with a requirement made of the person in accordance with subsection (1).

Subdivision 3A — Exemptions and modifications relating to representatives

196A. Exemptions and modifications under Subdivision 3

(1)
The SSA may, subject to and in accordance with the standards, by writing, exempt a particular person or persons, or a particular class of persons, either generally or as otherwise provided in the exemption, and either unconditionally or subject to conditions (if any) as are specified in the exemption, from compliance with all or any of the provisions of Subdivision 3.
(2)
Without limiting the generality of subsection (1), an exemption under that subsection may relate to particular benefits or to a particular class of benefits.
(3)
A person must not contravene a condition to which an exemption under subsection (1) is subject.
(4)
Where a person has contravened a condition to which an exemption under subsection (1) is subject, the Court may, on the application of the SSA, order the person to comply with the condition.
(5)
The SSA may, subject to and in accordance with the standards, by writing, declare that Subdivision 3 has effect in its application to a particular person or persons, or a particular class of persons, either generally or as otherwise provided in the declaration as if a specific provision or provisions of that Subdivision were omitted, modified or varied in a manner specified in the declaration, and, where such a declaration is made, that Subdivision has effect accordingly.
(6)
Without limiting the generality of subsection (5), a declaration under that subsection may relate to particular benefits or to a particular class of benefits.
(7)
The SSA must cause to be published in the Gazette a statement to the effect that an exemption has been granted or a declaration made under this Subdivision in relation to a particular class of persons or a particular class of benefit funds.

Subdivision 4 — Liability of principals for representatives’ conduct

197. Conduct engaged in as a representative

Where a person engages in conduct in relation to benefits as a representative of another person (in this section called the “principal”), then, as between the principal and a third person (other than the SSA), the principal is liable in respect of that conduct in the same manner, and to the same extent, as if the principal had engaged in it.

198. Liability where identity of principal unknown

(1)
This section applies for the purposes of a proceeding in a court where —
- (a)
  whether within or outside this State, a person (in this section called the “representative”) engages in particular conduct in relation to benefits while the person is a representative of 2 or more persons (in this section called the “indemnifying principals”); and
- (b)
  it is proved for the purposes of the proceeding that the representative engaged in the conduct as a representative of some person (in this section called the “unknown principal”) but it is not proved for those purposes who the unknown principal is.
(2)
If only one of the indemnifying principals is a party to the proceeding, he, she or it is liable in respect of that conduct as if he, she or it were the unknown principal.
(3)
If 2 or more of the indemnifying principals are parties to the proceeding, each of those 2 or more is liable in respect of that conduct as if he, she or it were the unknown principal.

199. Liability of principals where act done in reliance on representative’s conduct

(1)
This section applies where —
- (a)
  at a time when a person (in this section called the “representative”) is a representative of only one person (in this section called the “indemnifying principal”) or of 2 or more persons (in this section called the “indemnifying principals”), the representative, whether within or outside this State —
  - (i)
    engages in particular conduct in relation to benefits;
  - (ii)
    proposes, or represents that the representative proposes, to engage in particular conduct in relation to benefits;
- (b)
  another person (in this section called the “client”) does, or omits to do, a particular act, whether within or outside this State, because the client believes at a particular time in good faith that the representative engaged in, or proposes to engage in, as the case requires, that conduct —
  - (i)
    on behalf of some person (in this section called the “assumed principal”) whether or not identified, or identifiable, at that time by the client; and
  - (ii)
    in connection with a business dealing in benefits or a benefits advisory business carried on by the assumed principal;
and
- (c)
  it is reasonable to expect that a person in the client’s circumstances would so believe and would do, or omit to do, as the case requires, that act because of that belief,

whether or not that conduct is or would be within the scope of the representative’s employment by, or authority from, any person.

(2)
If —
- (a)
  subsection (1)(a)(i) applies; or
- (b)
  subsection (1)(a)(ii) applies and the representative engages in that conduct,

then, for the purposes of a proceeding in a court —

(c)
as between the indemnifying principal and the client or a person claiming through the client, the indemnifying principal is liable; or
(d)
as between any of the indemnifying principals and the client or a person claiming through the client, each of the indemnifying principals is liable,

as the case requires, in respect of that conduct in the same manner, and to the same extent, as if he, she or it had engaged in it.

(3)
Without limiting the generality of subsection (2), the indemnifying principal, or each of the indemnifying principals, as the case requires, is liable to pay damages to the client in respect of any loss or damage that the client suffers as a result of doing, or omitting to do, as the case requires, the act referred to in subsection (1)(b).
(4)
Subsection (3) does not apply unless —
- (a)
  the conduct was engaged in, the proposed conduct would have been engaged in, or the representation was made, in this State; or
- (b)
  the act referred to in subsection (1)(b) was done, or would have been done, as the case requires, in this State; or
- (c)
  some or all of the loss or damage was suffered in this State.
(5)
If —
- (a)
  there are 2 or more indemnifying principals;
- (b)
  2 or more of them are parties (in this subsection called the “indemnifying parties”) to a proceeding in a court;
- (c)
  it is proved for the purposes of the proceeding —
  - (i)
    that the representative engaged in that conduct as a representative of some person; and
  - (ii)
    who that person is; and
- (d)
  that person is among the indemnifying parties,

subsections (2) and (3) do not apply, for the purposes of the proceeding, in relation to the indemnifying parties other than that person.

200. Presumptions about certain matters

(1)
Where it is proved, for the purposes of a proceeding in a court, that a person (in this subsection called the “representative”) engaged in particular conduct in relation to benefits, whether within or outside this State, while the person was a representative of —
- (a)
  only one person (in this subsection called the “indemnifying principal”); or
- (b)
  2 or more persons (in this subsection called the “indemnifying principals”),

then, unless the contrary is proved for the purposes of the proceeding, it must be presumed for those purposes that the representative engaged in the conduct as a representative of —

(c)
the indemnifying principal; or
(d)
as a representative of some person among the indemnifying principals,

as the case requires.

(2)
Where, for the purposes of establishing in a proceeding in a court that section 199 applies, it is proved that a person did, or omitted to do, a particular act because the person believed at a particular time in good faith that certain matters were the case, then, unless the contrary is proved for those purposes, it must be presumed for those purposes that it is reasonable to expect that a person in the first‑mentioned person’s circumstances would so believe and would do, or omit to do, as the case requires, that act because of that belief.

201. No contracting out of liability for representative’s conduct

(1)
For the purposes of this section, a liability of a person —
- (a)
  in respect of conduct in relation to benefits engaged in by another person as a representative of the first‑mentioned person; or
- (b)
  arising under section 199 because another person has engaged in, proposed to engage in, or represented that the other person proposed to engage in, particular conduct in relation to benefits,

is a liability of the first‑mentioned person in respect of the other person.

(2)
Subject to this section, an agreement is void in so far as it purports to exclude, restrict or otherwise affect a liability of a person in respect of another person, or to provide for a person to be indemnified in respect of a liability of the person in respect of another person.
(3)
Subsection (2) does not apply in relation to an agreement in so far as it —
- (a)
  is a contract of insurance;
- (b)
  provides for a representative of a person to indemnify the person in respect of a liability of the person in respect of the representative; or
- (c)
  provides for a licensed adviser, licensed dealer or society from whom a person holds a proper authority to indemnify another such adviser, dealer or society in respect of a liability of the other authorized person in respect of the person.
(4)
A person must not make, offer to make, or invite another person to offer to make, in relation to a liability of the first‑mentioned person in respect of a person, an agreement that is or would be void, in whole or in part, by virtue of subsection (2).

202. Effect of Subdivision

(1)
Where 2 or more persons are liable under this Subdivision in respect of the same conduct or the same loss or damage, they are so liable jointly and severally.
(2)
Nothing in section 197, 198 or 199 —
- (a)
  affects a liability arising otherwise than by virtue of this Subdivision; or
- (b)
  notwithstanding paragraph (a) of this subsection, entitles a person to be compensated twice in respect of the same loss or damage; or
- (c)
  makes a person guilty of an offence.

Subdivision 5 — Excluding persons from dealing with benefits

203. Power to make banning order

Subject to section 210, the SSA may make a banning order against a person —

(a)
if the person is a natural person and the person —
- (i)
  becomes an insolvent under administration; or
- (ii)
  is convicted of serious fraud within the meaning of section 9 of the Corporations Law; or
- (iii)
  becomes incapable, through mental or physical incapacity, of managing his or her affairs;
(b)
if the person is a body corporate and the person —
- (i)
  ceases to carry on business; or
- (ii)
  becomes an externally administered body corporate;
(c)
if the person contravenes a provision of Chapter 6 or Chapter 7 of the Corporations Law or of this Part;
(d)
if the SSA has reason to believe that the person (in the case of a natural person) or an officer of the person (in the case of a body corporate) is not of good fame and character; or
(e)
if the SSA has reason to believe that the person has not, or will not, perform efficiently, honestly and fairly the duties of a licensed dealer, a licensed adviser or the holder of a proper authority from a licensed dealer, a licensed adviser or a society, as the case requires, in relation to the conduct of a business of dealing in benefits or a benefits advisory business.

204. Nature of banning order

Where this Subdivision empowers the SSA to make a banning order against a person, the SSA may, by written order, prohibit the person, permanently or for a specified period, from doing an act in connection with the conduct of a business of dealing in benefits or a benefits advisory business.

(2)
The SSA must not vary or revoke a banning order except under section 205, 206 or 207.

205. Exceptions to banning order

(1)
An order made against a person under section 204(1) may include a provision that permits the person, subject to such conditions (if any) as are specified, to do, or to do in specified circumstances, specified acts that the order would otherwise prohibit the person from doing.
(2)
Subject to section 210 the SSA may, at any time, by written order, vary a banning order against a person —
- (a)
  by adding a provision that permits the person as mentioned in subsection (1);
- (b)
  by varying such a provision in relation to conditions, circumstances or acts specified in the provision;
- (c)
  by omitting such a provision and substituting another such provision; or
- (d)
  by omitting such a provision.

206. Variation or revocation of banning order on application

(1)
Subject to section 207 and 210, this section has effect where a person applies to the SSA to vary or revoke a banning order relating to the person.
(2)
If —
- (a)
  the person is not an insolvent under administration or an externally administered body corporate; and
- (b)
  the SSA has no reason to believe that the person, or an officer of the person, is not of good fame and character; and
- (c)
  the SSA has no reason to believe that the person will not perform efficiently, honestly and fairly the duties of a licensed dealer, a licensed adviser or the holder of a proper authority from a licensed dealer, a licensed adviser or a society, as the case requires,

the SSA must by written order —

(d)
if paragraph (c) applies, vary the banning order so that it no longer prohibits the person from doing an act in connection with the conduct of a business of dealing in benefits or a benefits advisory business;
(e)
in any other case, revoke the banning order.

(3)
Otherwise, the SSA must refuse the application.
(4)
In determining whether or not it has reason to believe as mentioned in subsection (2)(b) or (c), the SSA must have regard to any conviction of any relevant person, during the 10 years ending on the day of the application, of serious fraud within the meaning of section 9 of the Corporations Law.
(5)
Nothing in subsection (4) limits the matters to which the SSA may have regard —
- (a)
  in deciding the application; or
- (b)
  in connection with performing or exercising any other function or power under this Part.

207. Revocation of banning order in certain cases

Where —

(a)
section 206 requires the SSA to vary a banning order so that it no longer has a particular operation; and
(b)
the order has no other operation,

the SSA must, by written order, instead revoke the banning order.

208. Effect and publication of orders under this Subdivision

(1)
An order by the SSA under this Subdivision takes effect when served on the person to whom the order relates.
(2)
As soon as practicable on or after the day on which an order by the SSA under this Subdivision takes effect, the SSA must publish in the Gazette a notice that sets out a copy of —
- (a)
  if the order is made under section 204 or revokes a banning order, the first‑mentioned order; or
- (b)
  if the order varies a banning order, the banning order as in force immediately after the first‑mentioned order takes effect,

and states that the first‑mentioned order, or the banning order as so in force, as the case requires, took effect on that day.

(3)
Where —
- (a)
  but for this subsection, subsection (2) would require publication of a notice setting out a copy of a banning order as in force at a particular time;
- (b)
  the banning order as so in force includes a provision that permits a person as mentioned in section 205(1); and
- (c)
  in the SSA’s opinion, the notice would be unreasonably long if it set out a copy of the whole of that provision,

the notice may, instead of setting out a copy of that provision, set out a summary of the provision’s effect.

209. Contravention of banning order

A person must not contravene a banning order relating to the person.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

210. Opportunity for hearing

(1)
The SSA must not —
- (a)
  make, otherwise than by virtue of section 203(a), (b) or (c), an order under section 204 against a person;
- (b)
  make under section 205(2) an order varying a banning order against a person; or
- (c)
  refuse an application by a person under section 206,

unless the SSA complies with subsection (2) of this section.

(2)
The SSA must give the person an opportunity —
- (a)
  to appear at a hearing before the SSA that takes place in private; and
- (b)
  to make submissions and give evidence to the SSA in relation to the matter.

211. Disqualification by the Court

(1)
Where the SSA makes under section 204 against a person an order that is to operate otherwise than only for a specified period, the SSA may apply to the Court for an order or orders under this section in relation to the person.
(2)
On an application under subsection (1), the Court may make one or more of the following —
- (a)
  an order prohibiting the person, permanently or for a specified period, from doing an act in connection with the conduct of a business of dealing in benefits or a benefits advisory business;
- (b)
  such other order as it thinks fit,

or may refuse the application.

(3)
The Court may revoke or vary an order in force under subsection (2).

Subdivision 6 — Recommendations about benefits

212. Definition of adviser

In this Subdivision —

“adviser” means —

(a)
a licensed dealer;
(b)
a licensed adviser;
(c)
a person holding a proper authority from a licensed dealer, a licensed adviser or a society.

213. Recommendation made by partner or officer

For the purposes of this Subdivision (other than section 216) —

(a)
a recommendation made by a partner is deemed to have been made by each partner in the partnership; and
(b)
a recommendation made by a director, executive officer or secretary of a body corporate is deemed to have also been made by the body corporate.

214. Client to be told if adviser’s interests may influence recommendation

(1)
This section applies where an adviser makes a recommendation with respect to benefits, whether express or implied, to a person (in this section called the “client”) who may reasonably be expected to rely on it.
(2)
The adviser must —
- (a)
  if the recommendation is made orally, when making the recommendation, disclose to the client orally; or
- (b)
  if the recommendation is made in writing, set out in that writing, in such a way as to be no less legible than the other material in that writing,

particulars of —

(c)
any commission or fee, or any other benefit or advantage, whether pecuniary or not and whether direct or indirect, that the adviser or an associate of the adviser (other than a society) has received, or will or may receive, in connection with the making of the recommendation or an application by the client for benefits or a contribution by the client to a benefit fund, as a result of the recommendation; and
(d)
any other pecuniary or other interest, whether direct or indirect, of the adviser or an associate of the adviser, (other than a society) that may reasonably be expected to be capable of influencing the adviser in making the recommendation.

Maximum penalty: $2 500 or imprisonment for 6 months, or both.

(3)
Subsection (2) does not apply in relation to a commission or fee that the adviser has received, or will or may receive, from the client.
(4)
If, by making the recommendation, the adviser does an act as a representative of another person (other than a society), then —
- (a)
  without limiting the generality of section 4(2), the other person is an associate for the purposes of subsection (2) of this section; and
- (b)
  subsection (2) does not apply in relation to a commission or fee that the other person has received, or will or may receive, from the client.
(5)
For the purposes of section 4(2), the making of recommendations with respect to benefits, whether express or implied, is the matter to which a reference to an associate in subsection (2) of this section relates.
(6)
Despite section 4(2) and subsection (5) of this section, a person (in this subsection called the “alleged associate”) is not an associate for the purposes of subsection (2) of this section merely because of being —
- (a)
  a partner of the adviser otherwise than because of carrying on a business of dealing in benefits in partnership with the adviser; or
- (b)
  a director of a body corporate of which the adviser is also a director, whether or not the body carries on a business of dealing in benefits,

unless the adviser and the alleged associate act jointly, or otherwise act together, or under an arrangement between them, in relation to making recommendations, whether express or implied, with respect to benefits.

215. Defences to alleged breach of section 214(2)

(1)
Where —
- (a)
  a person —
  - (i)
    when making a recommendation orally, fails to disclose; or
  - (ii)
    when making a recommendation in writing, fails to set out in that writing,
as required by section 214(2), particulars of a matter; and
- (b)
  it is proved that the person was not, and could not reasonably be expected to have been, aware of that matter when making the recommendation,

the failure is not a contravention of section 214(2).

(2)
Where —
- (a)
  an adviser —
  - (i)
    when making a recommendation orally, fails to disclose; or
  - (ii)
    when making a recommendation in writing, fails to set out in that writing,
as required by section 214(2), particulars of a matter;
- (b)
  in the case of a person holding a proper authority from a licensed dealer, a licensed adviser or a society, by making the recommendation, the representative does an act as a representative of the licensed dealer, licensed adviser or a society;
- (c)
  it is proved that the licensed dealer, licensed adviser or society, had in operation, throughout a period beginning before the decision to make the recommendation was made and ending after the recommendation was made, arrangements to ensure that —
  - (i)
    the natural person who made the decision knew nothing about that matter before the end of that period; and
  - (ii)
    no advice with respect to the making of the recommendation was given to the person by anyone who knew anything about that matter;
and
- (d)
  it is also proved that —
  - (i)
    the person in fact knew nothing about that matter before the end of that period; and
  - (ii)
    no such advice was so given,
the failure is not a contravention of section 214(2).
(3)
Neither of subsections (1) and (2) limits the generality of the other.

216. Adviser must have reasonable basis for recommendation

(1)
An adviser who —
- (a)
  makes a recommendation, whether express or implied, with respect to benefits to a person who may reasonably be expected to rely on it; and
- (b)
  does not have a reasonable basis for making the recommendation to the person,

contravenes this section.

(2)
For the purposes of subsection (1), an adviser does not have a reasonable basis for making a recommendation to a person unless —
- (a)
  in order to ascertain that the recommendation is appropriate having regard to the information the adviser has about the person’s investment objectives, financial situation and particular needs, the adviser has given such consideration to, and conducted such investigation of, the subject matter of the recommendation as is reasonable in all the circumstances; and
- (b)
  the recommendation is based on that consideration and investigation.
(3)
An adviser who contravenes subsection (1) is not guilty of an offence.

217. Adviser who breaches this Subdivision liable to compensate client

(1)
This section applies where —
- (a)
  an adviser contravenes section 214 or 216 in relation to a recommendation (whether express or implied) with respect to benefits to a person (in this section called the “client”);
- (b)
  the client, in reliance on the recommendation, does, or omits to do, a particular act;
- (c)
  it is reasonable, having regard to the recommendation and all other relevant circumstances, for the client to do, or omit to do, as the case requires, that act in reliance on the recommendation; and
- (d)
  the client suffers loss or damage as a result of that act or omission.
(2)
Subject to subsections (3) and (4), the adviser is liable to pay damages to the client in respect of that loss or damage.
(3)
In the case of a contravention of section 214, the adviser is not so liable if it is proved that a reasonable person in the client’s circumstances could be expected to have done, or omitted to do, as the case requires, that act in reliance on the recommendation even if the adviser had complied with that section in relation to the recommendation.
(4)
In the case of a contravention of section 216, the adviser is not so liable if it is proved that the recommendation was, in all the circumstances, appropriate having regard to the information that, when making the recommendation, the adviser had about the client’s investment objectives, financial situation and particular needs.

218. Qualified privilege for adviser when complying with this Subdivision

An adviser who —

(a)
makes a recommendation in relation to benefits to a person who may reasonably be expected to rely on it; and
(b)
in so making the recommendation, contravenes neither of sections 214(2) and 216(1),

has qualified privilege in respect of a statement the adviser makes to the person, whether orally or in writing, in the course of, or in connection with, so making the recommendation.

Part 5 — Shares and charges

Division 1 — Shares generally

219. Share capital

A society may issue permanent shares or redeemable preference shares in accordance with this Part.

220. Classes of shares, rights etc.

(1)
The rules of a society may provide for the division of the society’s share capital into classes of shares.
(2)
All shares in a class of shares must have the same nominal value.
(3)
The rights attaching and terms and conditions of issue applying to a class of shares are as provided in the society’s rules or determined by the board under the rules, but no such rules may be registered unless the provisions in relation to those rights, terms and conditions comply with the requirements of this Code and are, in the SSA’s opinion, otherwise appropriate.

221. Determination of share capital

The amount of the share capital of a society is the aggregate of the nominal values of the shares that have been issued by the society.

222. Liability of shareholders

The liability of a shareholder in a society in relation to a share is limited to the amount (if any) unpaid in relation to the share.

223. Board to approve sale or transfer unless rules provide otherwise

Unless a society’s rules otherwise provide, a share in the society may be transferred only with the consent of the society.

224. Restriction on application of capital

(1)
Except as provided by section 225, a society must not apply any of its shares or capital money either directly or indirectly in —
- (a)
  making a payment to a person in consideration of the person’s subscribing or agreeing to subscribe (whether absolutely or conditionally); or
- (b)
  procuring or agreeing to procure subscriptions (whether absolute or conditional),

for any permanent shares in the society (whether the shares are or the money is so applied by being added to the purchase price of property acquired by the society or to the contract price of work to be executed for the society or the money is paid out of the nominal purchase price or contract price or otherwise).

(2)
If a society contravenes subsection (1), any officer of the society who is in default commits an offence.

Maximum penalty: $25 000.

(3)
If —
- (a)
  a person is convicted of an offence against subsection (2) in relation to a society; and
- (b)
  the court by which the person is convicted is satisfied that the society has suffered loss or damage because of the act that constituted the offence,

the court may, in addition to imposing a penalty, order the convicted person to pay a specified amount of compensation to the society.

(4)
The order may be enforced as if it were a judgment of that court.
(5)
If a contravention of subsection (1) takes place and —
- (a)
  a person (other than the society concerned) who was, at the time of the contravention, aware of the matters constituting the contravention, made a profit because of the contravention, the society may (whether or not the person or another person has been convicted of an offence against subsection (2) in relation to the contravention) recover the profit from the person as a debt due to the society by action in a court having jurisdiction for the recovery of debts up to the amount concerned; and
- (b)
  the society concerned has suffered loss or damage because of the contravention, the society may recover the loss or damage from a person who is in default (whether or not the person or another person has been convicted of an offence against subsection (2) in relation to the contravention) as a debt due to the society by action in a court having jurisdiction for the recovery of debts up to the amount concerned.

225. Power to make certain payments

(1)
Subject to subsection (2), a society may make a payment by way of brokerage or commission to a person in consideration of —
- (a)
  the person’s subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the society; or
- (b)
  procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the society,

only if —

(c)
the payment is not prohibited by the society’s rules; and
(d)
the amount of the proposed payment, or the rate at which the payment is proposed to be made, is disclosed in a prospectus issued in relation to the shares or, if there is no such prospectus, in a statement lodged with the SSA before the society becomes liable to make the payment; and
(e)
the number of shares for which persons have agreed, for a payment by way of brokerage or commission, to subscribe absolutely is set out in the prospectus or statement.

(2)
The total amount of payments by a society by way of brokerage or commission for shares must not be more than the lesser of the following amounts —
- (a)
  10% of the total amount payable on allotment of the shares;
- (b)
  if the society’s rules specify an amount, or a rate for calculating an amount, for the purpose, the amount specified or calculated in accordance with the specified rate.
(3)
A vendor to, promoter of, or person who receives payment in money or shares from, a society may apply any part of the money or shares in making a payment that would, if it were made directly by the society, be lawful under this section.

226. Validation of shares improperly issued

(1)
If a society has purported to issue shares and —
- (a)
  the creation or issue of the shares is invalid under this Code or the society’s rules or for any other reason; or
- (b)
  the terms of the purported issue are inconsistent with or are not authorized by this Code or the rules,

the Court may, on application made by the society, a holder or mortgagee of any of the shares, or a creditor of the society, and, on being satisfied that in all the circumstances it is just and equitable to do so, make an order under this section.

(2)
An order under this section may —
- (a)
  validate the purported issue of the shares; or
- (b)
  confirm the terms of the purported issue of the shares; or
- (c)
  do both those things.
(3)
On an office copy of an order made under this section being lodged with the SSA, the shares to which the order relates are taken to have been validly issued on the terms of the issue of the shares.

Division 2 — Permanent shares

227. Issue of permanent shares

(1)
Permanent shares in a society may be issued as fully paid‑up shares or shares to be paid for by periodical or other subscription or at call.
(2)
If the rules of a society provide for the issue of permanent shares of different classes, the rules must provide that each class of permanent shares ranks equally with the other classes of permanent shares in relation to the return of capital and any distribution of surplus assets and profits in the winding‑up of the society.

228. Issue of preference shares

(1)
Without limiting section 220, a society may issue preference shares as a class of permanent shares.
(2)
The SSA may, by Gazette notice, declare that specified preference shares issued by a society are a class of permanent shares.
(3)
A declaration has effect for the purposes of the application of this Code to the shares to which the declaration relates.

229. Rights of holders of preference shares to be set out in rules

A society must not allot a preference share, or convert an issued share into a preference share, unless its rules set out the rights of the holder of the share in relation to —

(a)
repayment of capital; and
(b)
participation in surplus assets and profits; and
(c)
cumulative or non‑cumulative dividends; and
(d)
voting; and
(e)
priority of payment of capital and dividend,

in relation to other shares or other classes of preference shares.

230. Cancellation of permanent shares

(1)
Subject to section 237, issued or unissued permanent shares in a society may not be cancelled by the society except —
- (a)
  under its rules and with the approval of the SSA; or
- (b)
  under a provision of this Code other than this section.
(2)
If the SSA gives approval to the cancellation of permanent shares in a society, the SSA may attach conditions to the approval and may, on non‑compliance with a condition of the approval, revoke the approval.
(3)
Without limiting subsection (2), the SSA may impose conditions on the cancellation of permanent shares in a society to the effect of the permitted buy‑back procedures set out in Division 4B of Part 2.4 of the Corporations Law as if —
- (a)
  a reference in that Division to a company were a reference to the society; and
- (b)
  a permitted buy‑back in accordance with that Division were the procedure leading to cancellation of the permanent shares under subsection (1).
(4)
Subject to subsection (5), a society must not cancel a permanent share if the result of taking such action would be that the society fails to satisfy, or is in breach of, a standard.
(5)
Despite any other provision of this Code, a society must cancel any permanent share that is forfeited to the society under this Code or its rules and is not required by this Code to be sold.

231. Dividends in relation to permanent shares

(1)
In this section —

“dividend” includes a payment by way of bonus share issue.

(2)
A society may, if authorized by its rules and the board so determines, in relation to a particular class of permanent shares, distribute profits by way of dividends or bonus shares (whether fully or partly paid‑up) to the holders of the permanent shares.
(3)
Dividends or bonus share issues in relation to permanent shares may vary in value proportionately according to the extent to which each permanent share in relation to which the payment or issue is made is paid up.
(4)
A society commits an offence if dividends are paid otherwise than —
- (a)
  out of profits of the management fund of the society; or
- (b)
  out of a share premium account maintained by the society under this Division.

Maximum penalty: $75 000.

(5)
If dividends are paid in contravention of subsection (4), the creditors of the society are entitled to recover from any officer of the society who knowingly caused or permitted the payment to be made the amount of the debts owed by the society to those creditors respectively to the extent that the dividends so paid have exceeded profits.
(6)
If the whole amount is recovered from one officer, that officer may recover contribution from any other officer similarly liable.
(7)
A liability imposed on an officer under this section is extinguished on the person’s death.

232. Requirements for issue of permanent shares

(1)
A society must not issue permanent shares unless expressly authorized by its rules.
(2)
If a society proposes to adopt rules that authorize the issue of permanent shares, the society must first submit the rules to the SSA for approval under this section.
(3)
The SSA may approve rules for the issue by a society of permanent shares if the SSA is satisfied that —
- (a)
  the rules make appropriate provision for the reasonable apportionment of reserves and profits of the society among different classes of members or shareholders; and
- (b)
  there would be, on winding‑up of the society, a reasonable apportionment of reserves and profits among different classes of members or shareholders.
(4)
A society, in issuing permanent shares in accordance with its rules, must comply with this Code and the standards.

233. Allotment of permanent shares otherwise than for cash

(1)
For the purposes of this section, the issue of permanent shares under a dividend reinvestment plan, or the issue of bonus shares paid for out of the share premium account under section 240, is not an issue of permanent shares otherwise than in consideration of payment in cash.
(2)
A society must not allot permanent shares as fully or partly paid‑up otherwise than in consideration of payment in cash unless the society has obtained a report from an expert, signed by the expert and stating —
- (a)
  what, in the expert’s opinion, is the money value, at the time of the signing of the report, of the consideration given in relation to the shares; and
- (b)
  whether or not, in the expert’s opinion, the consideration is fair and reasonable as at that time and the reasons for the opinion; and
- (c)
  particulars of any relationship that the expert has with the society or an associate of the society; and
- (d)
  particulars of any pecuniary or other interest that the expert has that could reasonably be regarded as being capable of affecting the expert’s ability to give an unbiased report; and
- (e)
  particulars of any fee or pecuniary or other benefit, whether direct or indirect, that the expert has received, or will or may receive, for or in connection with the making of the report.
(3)
A copy of a report under subsection (2) must be lodged with the SSA by the society not less than 7 days before the shares are allotted.
(4)
The society must, if it has obtained the opinions of more than one expert for the purposes of this section, attach to any report that is dealt with under subsection (3) a statement setting out, in relation to each of the experts (other than the one who signed the report) —
- (a)
  the name of the expert; and
- (b)
  particulars of the opinion (if any) expressed by the expert on the matters on which an expert’s opinion is required for the purposes of this section.
(5)
A society that contravenes this section commits an offence and is liable on conviction to a maximum penalty of $25 000.

234. Power to exempt in relation to non‑cash consideration

(1)
The SSA may, by written notice, exempt a society, conditionally or unconditionally, from a requirement of section 233.
(2)
The SSA may, on non‑compliance with a condition of an exemption under this section, by written notice, revoke the exemption.

235. Differences in calls, reserve liability etc.

(1)
A society may, if authorized by its rules —
- (a)
  make arrangements on the issue of permanent shares for varying the amounts and times of payment of calls as among shareholders; and
- (b)
  accept from a shareholder the whole or a part of the amount remaining unpaid on any permanent shares although no part of that amount has been called‑up.
(2)
A society may, by special resolution, determine that any proportion of its permanent share capital that has not been already called‑up is not capable of being called‑up except in the event and for the purposes of the society being wound‑up, but the resolution does not prejudice any rights acquired by a person before the passing of the resolution.

236. Calls and effect of non‑compliance with calls on permanent shares

(1)
Calls on permanent shares in a society must be so made that they are payable not less than 14 days from the day on which the call is made, and no subsequent call may be made within 7 days from the day on which the call was made immediately before it is payable.
(2)
When a call is made, notice of the amount of the call, of the day when it is payable and of the place for payment must, not less than 7 days before the day, be sent by post to the holder of shares on which the call is made.
(3)
If a call on a share is not paid on or before the day for its payment, the shareholder is not entitled —
- (a)
  to any dividend declared on the share after the day for payment and before the day the call is paid; or
- (b)
  while the call remains unpaid, to a vote for the share in any meeting of members of the society.
(4)
If a call on a share is unpaid at the end of 14 days after the day for its payment, the share may be forfeited by resolution of the board.

237. Sale of permanent shares forfeited for non‑payment of call

(1)
Permanent shares forfeited to a society for non‑payment of a call must be offered for sale not more than 6 weeks after their forfeiture —
- (a)
  by auction; or
- (b)
  on a stock market lawfully operated by a stock exchange (within the meaning of paragraph (c) of the definition of “stock exchange” in section 9 of the Corporations Law).
(2)
The rules of a society must provide for —
- (a)
  the procedure to be followed in the conduct of the auction; and
- (b)
  the application of the proceeds of sale of the forfeited shares.

238. Prohibition of allotment unless minimum subscription received

(1)
A society must not make an allotment of permanent shares in the society that have been offered for subscription or in relation to which an invitation to subscribe has been issued unless —
- (a)
  the minimum subscription (if any) has been subscribed; and
- (b)
  the sum payable on application for the subscribed shares has been received by the society.
(2)
For the purposes of subsection (1), if a society has received a cheque or payment order for the sum payable on application for an allotment of shares in the society, the sum is not taken to have been received by the society until the cheque is paid by the bank on which it is drawn or payment is made in accordance with the order.
(3)
In ascertaining for the purposes of subsection (1) whether the minimum subscription has been subscribed in relation to an allotment of shares, an amount equal to the sum of —
- (a)
  the nominal value of each share; and
- (b)
  if the share is, or is to be, issued at a premium, the amount of the premium payable on each share,

less any amount payable otherwise than in cash is taken to have been subscribed in relation to each share for the allotment of which an application has been made.

(4)
If the conditions mentioned in subsection (1) have not been satisfied within 4 months after the issue of the prospectus, the society must repay, under this section, all money received from applicants for shares.
(5)
If a society is liable, under subsection (4), to repay money received from applicants for shares —
- (a)
  the money must be repaid without interest within 7 days after the society becomes liable; and
- (b)
  if the money is not repaid within the period —
  - (i)
    the directors of the society are, subject to subsection (6), jointly and severally liable to repay the money with interest at the prescribed rate calculated from the end of the period; and
  - (ii)
    each director of the society commits an offence for which the director is liable on conviction to a maximum penalty of $5 000.
(6)
A director of a society is not liable under subsection (5)(b)(i), and does not commit an offence against subsection (5)(b)(ii), if it is proved that the default in the repayment of the money was not due to any misconduct or negligence on the director’s part.
(7)
An allotment made by a society to an applicant in contravention of this section is voidable at the option of the applicant and is voidable even if the society is being wound‑up.
(8)
An option mentioned in subsection (7) is exercisable by written notice served on the society within one month after the date of the allotment.
(9)
A director of a society who knowingly contravenes, or permits or authorizes the contravention of, any of the provisions of this section (other than subsection (5)) commits an offence and is liable, in addition to the penalty for the offence, to compensate the society and any person to whom an allotment has been made in contravention of this section respectively for any loss, damages or expenses that the society or the person has sustained or incurred because of the allotment.

Maximum penalty: $5 000.

(10)
A proceeding for the recovery of compensation under subsection (9) must be started within 2 years after the date of the allotment.
(11)
Any condition requiring or binding an applicant for shares to waive compliance with any requirement of this section, or purporting to do so, is void.

239. Return as to allotments

(1)
If a society makes an allotment of its permanent shares, the society must, within one month after the allotment is made, lodge with the SSA a return, in accordance with the regulations, stating —
- (a)
  the number and nominal values of the shares comprised in the allotment; and
- (b)
  the amount (if any) paid or due and payable on the allotment of each share; and
- (c)
  if the capital of the society is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs; and
- (d)
  subject to subsection (3), the full name, or the surname and at least one given name and initials, and the address of each of the allottees and the number and class of shares allotted to the person.
(2)
A society that —
- (a)
  has more than 500 members; and
- (b)
  keeps its register of holders of permanent shares at a place within 25 kilometres of an office of the SSA; and
- (c)
  provides at that office reasonable accommodation and facilities for persons to inspect and take copies of its register of holders of permanent shares,

is not required to comply with the provisions of this Part and of the regulations made for the purposes of this Part in so far as they relate to the inclusion in the annual return of a list of members and particulars of shares.

(3)
The particulars mentioned in subsection (1)(d) need not be included in a return in relation to shares that have been allotted in consideration of the payment of money.
(4)
If shares in a society are allotted as fully or partly paid‑up otherwise than in consideration of the payment of money and the allotment is made under a written contract, the society must lodge with the return the contract evidencing the entitlement of the allottee or a certified copy of any such contract.
(5)
If a certified copy of a contract is lodged under subsection (4), the original contract duly stamped must be produced at the same time to the SSA.
(6)
If shares in a society are allotted as fully or partly paid‑up otherwise than in consideration of the payment of money and the allotment is made —
- (a)
  under a contract not reduced to writing; or
- (b)
  under the society’s rules; or
- (c)
  in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders; or
- (d)
  under the application of money held by the society in an account or reserve in paying up or partly paying up unissued shares to which the shareholders have become entitled,

the society must lodge with the return a statement containing such particulars as are prescribed.

(7)
For the purposes of this section, any shares in a society applied for prior to the registration of the society are taken to have been allotted on the date of registration of the society.

240. Issue of permanent shares at premium

(1)
If a society issues permanent shares for which a premium is received by the society (whether in money or in the form of other valuable consideration) the aggregate amount or value of the premiums on the permanent shares must be transferred to an account called the “share premium account”, and the provisions of this Part relating to the reduction of the share capital of a society apply, subject to this section, as if the share premium account were paid‑up share capital of the society.
(2)
The share premium account may be applied —
- (a)
  in paying‑up shares to be issued to members of the society as fully paid bonus shares; or
- (b)
  in paying‑up, in whole or in part, the balance unpaid on shares previously issued to members of the society; or
- (c)
  in the payment of dividends, if those dividends are satisfied by the issue of shares to members of the society; or
- (d)
  in writing‑off the preliminary expenses of the society; or
- (e)
  in writing‑off the expenses of, or the payment made in relation to, any issue of shares in the society; or
- (f)
  in providing for the premium payable on redemption of redeemable preference shares.

241. Special resolution for reduction of permanent share capital

(1)
Subject to confirmation by the Court, a society may, if authorized by its rules, by special resolution reduce its permanent share capital in any way and, in particular, may do all or any of the following —
- (a)
  extinguish or reduce the liability on any of its permanent shares in relation to share capital not paid‑up;
- (b)
  cancel any paid‑up share capital that is lost or is not represented by available assets;
- (c)
  pay off any paid‑up share capital that is in excess of the society’s needs.
(2)
If the proposed reduction of permanent share capital involves either diminution of liability in relation to unpaid share capital or the payment to any shareholder of any paid‑up share capital, and in any other case if the Court so directs —
- (a)
  every creditor of the society who, at the date fixed by the Court, is entitled to any debt or claim that, if that date were the date of starting the winding‑up of the society, would be admissible in evidence against the society, is entitled to object to the reduction; and
- (b)
  the Court, unless satisfied on affidavit that there are no such creditors, must settle a list of the names of creditors entitled to object and, for that purpose, must ascertain as far as possible, without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a final day on or before which creditors whose names are not entered on the list may claim to be so entered; and
- (c)
  if a creditor whose name is entered on the list, and whose debt has not been discharged or whose claim has not been determined, does not consent to the reduction, the Court may dispense with the consent of the creditor on the society securing payment of the creditor’s debt or claim by appropriating as the Court directs —
  - (i)
    if the society admits the full amount of the debt or claim or, though not admitting it, is willing to provide for it, the full amount of the debt or claim; or
  - (ii)
    if the society does not admit and is not willing to provide for the full amount of the debt or claim or if the amount is contingent or not ascertained, an amount fixed by the Court after inquiry and adjudication of the kind required where a society is wound‑up by the Court.
(3)
The Court may, having regard to any special circumstances of a case, direct that all or any of the provisions of subsection (2) do not apply in relation to creditors included in a particular class of creditors.
(4)
The Court may, if satisfied that in relation to each creditor who under subsection (2) is entitled to object —
- (a)
  the creditor’s consent to the reduction has been obtained; or
- (b)
  the creditor’s debt has been discharged or secured; or
- (c)
  the creditor’s claim has been determined or has been secured,

make an order confirming the reduction on such terms and conditions as it considers appropriate.

(5)
A society must not act on a resolution for the reduction of permanent share capital before application is made to the SSA for registration of the resolution and an office copy of the order of the Court is lodged with the SSA, but a resolution may specify an earlier date (not earlier than the date of the resolution) as the date from which the reduction of capital is to have effect.
(6)
A certificate of the SSA stating that the resolution and an office copy of the order made under subsection (4) have been registered by the SSA is conclusive evidence that all the requirements of this Code relating to the reduction of permanent share capital have been complied with in relation to the society.
(7)
A shareholder or former shareholder in a society is not liable, in relation to any share in the society, to any call or contribution of more than the difference (if any) between the amount of the share as fixed by an order made under subsection (4) and the amount paid, or the reduced amount (if any) that is taken to have been paid, on the share.
(8)
Despite any other provision of this Code, if the name of a creditor who is entitled under subsection (2) to object to a reduction is, because of the creditor’s ignorance of the proceeding for reduction or of its nature and effect in relation to the creditor’s claim, not entered on the list of creditors and, after the reduction, the society is unable, within the meaning of the provisions relating to winding‑up by the Court, to pay the amount of the creditor’s debt or claim —
- (a)
  every person who was a shareholder of the society at the date of the registration of the copy of the order for reduction is liable to contribute for the payment of the debt or claim an amount not more than the amount that the person would have been liable to contribute if the society had started to be wound‑up on the day before that date; and
- (b)
  if the society is wound‑up, the Court, on the application of any such creditor and proof of the creditor’s ignorance of the proceeding for reduction or of its nature and effect in relation to the creditor’s claim, may settle accordingly a list of the names of persons liable to contribute because of paragraph (a) and make and enforce calls and orders on the contributories whose names are included in the list as if they were ordinary contributories in a winding‑up,

but nothing in this subsection affects the rights of the contributories among themselves.

(9)
An officer of a society who —
- (a)
  knowingly conceals the name of a creditor entitled to object to a reduction in the permanent share capital of the society; or
- (b)
  knowingly misrepresents the nature or amount of the debt or claim of any creditor of the society,

commits an offence.

Maximum penalty: $5 000.

(10)
The granting, under the rules of a society, of a lease, licence or other right to occupy or use land or a building, or a part of land or a building, in favour of a shareholder of the society by force of the person’s membership does not constitute a reduction of the permanent share capital of the society.

242. Society financing dealings in its permanent shares etc.

(1)
Except as otherwise expressly provided by this Code, a society must not —
- (a)
  whether directly or indirectly, give any financial assistance for the purpose of, or in connection with —
  - (i)
    the acquisition by a person, whether before, or at the same time as, the giving of financial assistance, of permanent shares in the society; or
  - (ii)
    the proposed acquisition by a person of permanent shares in the society; or
- (b)
  whether directly or indirectly, in any way, acquire permanent shares in the society; or
- (c)
  whether directly or indirectly, in any way, lend money on the security of permanent shares in the society.
(2)
A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the providing of security, the releasing of an obligation or the forgiving of a debt or otherwise.
(3)
For the purposes of this section, a society is taken to have given financial assistance for the purpose of an acquisition or proposed acquisition (the “relevant purpose”) if —
- (a)
  the society gave the financial assistance for purposes that included the relevant purpose; and
- (b)
  the relevant purpose was a substantial purpose of the giving of the financial assistance.
(4)
For the purposes of this section, a society is taken to have given financial assistance in connection with an acquisition or proposed acquisition if, when the financial assistance was given to a person, the society was aware that the financial assistance would financially assist —
- (a)
  the acquisition by a person of permanent shares in the society; or
- (b)
  if permanent shares in the society had already been acquired, the payment by a person of any unpaid amount of the subscription payable for the permanent shares or any premium payable in relation to the permanent shares, or the payment of any calls on the permanent shares.
(5)
If a society contravenes subsection (1), any officer of the society who is in default commits an offence.

Maximum penalty: $5 000.

(6)
If —
- (a)
  a person is convicted of an offence against subsection (5); and
- (b)
  the court by which the person is convicted is satisfied that the society or another person has suffered loss or damage because of the contravention that constituted the offence,

the court may, in addition to imposing a penalty, order the convicted person to pay compensation to the society or other person of an amount specified by the court.

(7)
The order may be enforced as if it were a judgment of that court.
(8)
The power of a court under section 476 to relieve a person to whom that section applies from a liability mentioned in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against the person.
(9)
In this section, a reference to an acquisition or proposed acquisition of shares is a reference to any acquisition or proposed acquisition, whether by way of purchase, subscription or otherwise.

243. Exceptions

(1)
Section 242(1) does not prohibit —
- (a)
  the payment of a dividend by a society in good faith and in the ordinary course of commercial dealing; or
- (b)
  a payment made by a society under a reduction of capital in accordance with this Part; or
- (c)
  the discharge by a society of a liability of the society that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms; or
- (d)
  an acquisition by a society of an interest (other than a legal interest) in fully paid permanent shares in the society if no consideration is provided by the society, or by any related body corporate, for the acquisition; or
- (e)
  the purchase by a society of permanent shares in the society under an order of a court; or
- (f)
  the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a society of a lien on permanent shares in the society (other than fully paid permanent shares) for any amount payable to the society in relation to the permanent shares; or
- (g)
  the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a society with a subscriber for permanent shares in the society permitting the subscriber to make payments for the permanent shares (including payments in relation to any premium) by instalments.
(2)
Subsection (1) does not —
- (a)
  imply that a particular act of a society would, but for that subsection, be prohibited by section 242(1); or
- (b)
  limit the operation of any rule of law permitting the giving of financial assistance by a society, the acquisition of permanent shares by a society or the lending of money by a society on the security of permanent shares.

(3)
In determining whether consideration should be given to extrinsic material, and in determining the weight to be given to extrinsic material, regard is to be had to —
- (a)
  the desirability of a provision being interpreted as having its ordinary meaning; and
- (b)
  the undesirability of prolonging proceedings without compensating advantage; and
- (c)
  other relevant matters.

11. Effect of change of drafting practice and use of examples

(1)
If —
- (a)
  a provision of this Code expresses an idea in particular words; and
- (b)
  a provision enacted later appears to express the same idea in different words for the purpose of implementing a different legislative drafting practice, including, for example, the use of a clearer or simpler style, the ideas must not be taken to be different merely because different words are used.
(2)
If this Code includes an example of the operation of a provision —
- (a)
  the example is not exhaustive; and
- (b)
  the example does not limit, but may extend, the meaning of the provision; and
- (c)
  the example and the provision are to be read in the context of each other and the other provisions of this Code, but, if the example and the provision so read are inconsistent, the provision prevails.

12. Compliance with forms

(1)
If a form is prescribed or approved by or for the purpose of this Code, strict compliance with the form is not necessary and substantial compliance is sufficient.
(2)
If a form prescribed or approved by or for the purpose of this Code requires —
- (a)
  the form to be completed in a specified way; or
- (b)
  specified information or documents to be included in, attached to or given with the form; or
- (c)
  the form, or information or documents included in, attached to or given with the form, to be verified in a specified way,

the form is not properly completed unless the requirement is complied with.

Part 3 — Terms and references

13. Definitions

(1)
In this Code —

“Act” means any Act or Ordinance passed by the Parliament of Western Australia, or by any Council previously having authority or power to pass laws in Western Australia, such Act or Ordinance having been assented to by or on behalf of Her Majesty;

“adult” means an individual who is 18 or more;

“affidavit”, in relation to a person allowed by law to affirm, declare or promise, includes affirmation, declaration and promise;

“amend” includes —

(a)
omit or omit and substitute; and
(b)
add to; and
(c)
alter or vary; and
(d)
amend by implication;

“appoint” includes re‑appoint;

“Australia” means the Commonwealth of Australia but, when used in a geographical sense, does not include an external Territory;

“business day” means a day that is not —

(a)
a Saturday or Sunday; or
(b)
a public holiday, special holiday or bank holiday in the place in which any relevant act is to be or may be done;

“calendar month” means a period starting at the beginning of any day of one of the 12 named months and ending —

(a)
immediately before the beginning of the corresponding day of the next named month; or
(b)
if there is no such corresponding day, at the end of the next named month;

“calendar year” means a period of 12 months beginning on 1 January;

“commencement”, in relation to this Code or an Act or a provision of this Code or an Act, means the time at which this Code, the Act or provision comes into operation;

“Commonwealth” means the Commonwealth of Australia but, when used in a geographical sense, does not include an external Territory;

“confer”, in relation to a function, includes impose;

“contravene” includes fail to comply with;

“country” includes —

(a)
a federation; or
(b)
a state, province or other part of a federation;

“date of assent”, in relation to an Act, means the day on which the Act receives the Royal Assent;

“definition” means a provision of this Code or the AFIC Code (however expressed) that —

(a)
gives a meaning to a word or expression; or
(b)
limits or extends the meaning of a word or expression;

“document” includes —

(a)
any paper or other material on which there is writing; and
(b)
any paper or other material on which there are marks, figures, symbols or perforations having a meaning for a person qualified to interpret them; and
(c)
any disc, tape or other article or any material from which sounds, images, writings or messages are capable of being reproduced (with or without the aid of another article or device);

“estate” includes easement, charge, right, title, claim, demand, lien and encumbrance, whether at law or in equity;

“expire” includes lapse or otherwise cease to have effect;

“external Territory” means a Territory, other than an internal Territory, for the government of which as a Territory provision is made by a Commonwealth Act;

“fail” includes refuse;

“financial year” means a period of 12 months beginning on 1 July;

“foreign country” means a country (whether or not an independent sovereign State) outside Australia and the external Territories;

“function” includes duty;

“Gazette” means the Government Gazette of this State;

“Gazette notice” means notice published in the Gazette;

“gazetted” means published in the Gazette;

“Government Printer” means the Government Printer for this State, and includes any other person authorized by the Government of this State to print an Act or instrument;

“indictment” includes information, inquisition and presentment;

“individual” means a natural person;

“insert”, in relation to a provision of this Code or the AFIC Code, includes substitute;

“instrument” includes a statutory instrument;

“interest”, in relation to land or other property, means —

(a)
a legal or equitable estate in the land or other property; or
(b)
a right, power or privilege over, or in relation to, the land or other property;

“internal Territory” means the Australian Capital Territory, the Jervis Bay Territory or the Northern Territory;

“Jervis Bay Territory” means the Territory mentioned in the Jervis Bay Territory Acceptance Act 1915 of the Commonwealth;

“land” includes messuages, tenements and hereditaments, corporeal or incorporeal, of any tenure or description, and whatever may be the interest in the land;

“liability” means any liability or obligation (whether liquidated or “unliquidated, certain or contingent, or accrued or accruing);

“make” includes issue and grant;

“Minister” has the meaning given by clause 18;

“minor” means an individual who is under 18;

“modification” includes addition, omission and substitution;

“month” means a calendar month;

“named month” means one of the 12 months of the year;

“Northern Territory” means the Northern Territory of Australia;

“number” means —

(a)
a number expressed in figures or words; or
(b)
a letter; or
(c)
a combination of a number so expressed and a letter;

“oath”, in relation to a person allowed by law to affirm, declare or promise, includes affirmation, declaration and promise;

“office” includes position;

“omit”, in relation to a provision of an Act, includes repeal;

“party” includes an individual and a body politic or corporate;

“penalty” includes forfeiture and punishment;

“person” includes an individual and a body politic or corporate;

“power” includes authority;

“prescribed” means prescribed by, or by regulations or standards made or in force for the purposes of or under, this Code;

“printed” includes typewritten, lithographed or reproduced by any mechanical means;

“proceeding” means a legal or other action or proceeding;

“property” means any legal or equitable estate or interest (whether present or future, vested or contingent, or tangible or intangible) in real or personal property of any description (including money), and includes things in action;

“provision”, in relation to this Code, the AFIC Code or an Act, means words or other matter that form or forms part of this Code, the AFIC Code or the Act, and includes —

(a)
a Chapter, Part, Division, Subdivision, section, subsection, paragraph, subparagraph, sub‑subparagraph or Schedule of or to this Code, the AFIC Code or the Act; and
(b)
a section, clause, subclause, item, column, table or form of or in a Schedule to this Code, the AFIC Code, or the Act; and
(c)
the long title and any preamble to the Act;

“purpose”, in relation to an Act, includes object;

“record” includes information stored or recorded by means of a computer;

“repeal” includes —

(a)
revoke or rescind; and
(b)
repeal by implication; and
(c)
abrogate or limit the effect of this Code or the instrument concerned; and
(d)
exclude from, or include in, the application of this Code or the instrument concerned any person, subject matter or circumstance;

“sign” includes the affixing of a seal and the making of a mark;

“statutory declaration” means a declaration made under an Act, or under a Commonwealth Act or an Act of another State, that authorizes a declaration to be made otherwise than in the course of a judicial proceeding;

“statutory instrument” means an instrument (including a regulation, standard or rule) made or in force under or for the purposes of this Code or the AFIC Code, and includes an instrument made or in force under any such instrument;

“swear”, in relation to a person allowed by law to affirm, declare or promise, includes affirm, declare and promise;

“word” includes any symbol, figure or drawing;

“writing” includes any mode of representing or reproducing words in a visible form.

(2)
In a statutory instrument —

“the Code” means the Code under, or for the purposes of, which the instrument is made or in force.

14. Provisions relating to defined terms and gender and number

(1)
If this Code defines a word or expression, other parts of speech and grammatical forms of the word or expression have corresponding meanings.
(2)
Definitions in or applicable to this Code apply except so far as the context or subject matter otherwise indicates or requires.
(3)
In this Code, words indicating a gender include each other gender.
(4)
In this Code —
- (a)
  words in the singular include the plural; and
- (b)
  words in the plural include the singular.

15. Meaning of “may” and “must”

(1)
In this Code, the word “may”, or a similar word or expression, used in relation to a power indicates that the power may be exercised or not exercised, at discretion.
(2)
In this Code, the word “must”, or a similar word or expression, used in relation to a power indicates that the power is required to be exercised.
(3)
This clause has effect despite any rule of construction to the contrary.

16. Words and expressions used in statutory instruments

(1)
Words and expressions used in a statutory instrument made or in force under or for the purposes of this Code have the same meanings as they have, from time to time, in this Code, or relevant provisions of this Code.
(2)
This clause has effect in relation to an instrument except so far as the contrary intention appears in the instrument.

17. Effect of express references to bodies corporate and individuals

In this Code, a reference to a person generally (whether the expression “person”, “party”, “someone”, “anyone”, “no‑one”, “one”, “another” or “whoever” or another expression is used) —

(a)
does not exclude a reference to a body corporate or an individual merely because elsewhere in this Code there is particular reference to a body corporate (however expressed); and
(b)
does not exclude a reference to an individual or a body corporate merely because elsewhere in this Code there is particular reference to an individual (however expressed).

18. References to Minister

(1)
In this Code —
- (a)
  a reference to a Minister is a reference to a Minister of the Crown of this State; and
- (b)
  a reference to a particular Minister by title, or to “the Minister” without specifying a particular Minister by title, includes a reference to another Minister, or a member of the Executive Council of this State, who is acting for or on behalf of the Minister.
(2)
In a provision of this Code, a reference to “the Minister” without specifying a particular Minister by title is a reference to —
- (a)
  the Minister of this State administering the provision; or
- (b)
  if, for the time being, different Ministers of this State administer the provision in relation to different matters —
  - (i)
    if only one Minister of this State administers the provision in relation to the relevant matter, the Minister; or
  - (ii)
    if 2 or more Ministers of this State administer the provision in relation to the relevant matter, any one of the Ministers;
or
- (c)
  if paragraph (b) does not apply and, for the time being, 2 or more Ministers administer the provision, any one of the Ministers.
(3)
To allay any doubt, it is declared that if —
- (a)
  a provision of this Code is administered by 2 or more Ministers of this State; and
- (b)
  the provision requires or permits anything to be done in relation to any of the Ministers,

the provision does not require or permit it to be done in a particular case by or in relation to more than one of the Ministers.

19. Production of records kept in computers etc.

If a person who keeps a record of information by means of a mechanical, electronic or other device is required by or under this Code —

(a)
to produce the information or a document containing the information to a court, tribunal or person; or
(b)
to make a document containing the information available for inspection by a court, tribunal or person,

then, unless the court, tribunal or person otherwise directs —

(c)
the requirement obliges the person to produce or make available for inspection, as the case may be, a document that reproduces the information in a form capable of being understood by the court, tribunal or person; and
(d)
the production to the court, tribunal or person of the document in that form complies with the requirement.

20. Application of offence provisions to bodies corporate

(1)
A provision of this Code relating to offences applies to bodies corporate as well as to individuals.
(2)
If under this Code, a forfeiture or penalty is payable to a party aggrieved, it is payable to a body corporate if the body corporate is the party aggrieved.

21. References to this State to be implied

In this Code —

(a)
a reference to an officer, office or statutory body is a reference to such an officer, office or statutory body in and for this State; and
(b)
a reference to a locality, jurisdiction or other matter or thing is a reference to such a locality, jurisdiction or other matter or thing in and of this State.

22. References to officers and holders of offices

In this Code, a reference to a particular officer, or to the holder of a particular office, includes a reference to the person for the time being occupying or acting in the office concerned.

23. Reference to certain provisions of this Code

If a provision of this Code refers —

(a)
to a Part, section or Schedule by a number and without reference to this Code, the reference is a reference to the Part, section or Schedule, designated by the number, of or to this Code; or
(b)
to a Schedule without reference to it by a number and without reference to this Code, the reference, if there is only one Schedule to this Code, is a reference to the Schedule; or
(c)
to a Division, Subdivision, subsection, paragraph, sub‑paragraph, sub‑subparagraph, clause, subclause, item, column, table or form by a number and without reference to this Code, the reference is a reference to —
- (i)
  the Division, designated by the number, of the Part in which the reference occurs; and
- (ii)
  the Subdivision, designated by the number, of the Division in which the reference occurs; and
- (iii)
  the subsection, designated by the number, of the section in which the reference occurs; and
- (iv)
  the paragraph, designated by the number, of the section, subsection, Schedule or other provision in which the reference occurs; and
- (v)
  the paragraph, designated by the number, of the clause, subclause, item, column, table or form of or in the Schedule in which the reference occurs; and
- (vi)
  the sub‑paragraph, designated by the number, of the paragraph in which the reference occurs; and
- (vii)
  the sub‑subparagraph, designated by the number, of the subparagraph in which the reference occurs; and
- (viii)
  the section, clause, subclause, item, column, table or form, designated by the number, of or in the Schedule in which the reference occurs,

as the case requires.

24. Words that form part of provision

The word “and”, “or” or “but”, or a similar word, at the end of a paragraph, subparagraph or sub‑subparagraph or another provision of this Code forms part of the provision concerned.

25. Reference to provisions of a Code or an Act is inclusive

In this Code, a reference to a portion of this Code or the AFIC Code or an Act includes —

(a)
a reference to the Chapter, Part, Division, Subdivision, section, subsection or other provision of this Code, the AFIC Code or the Act referred to that forms the beginning of the portion; and
(b)
a reference to the Chapter, Part, Division, Subdivision, section, subsection or other provision of this Code, the AFIC Code or the Act referred to that forms the end of the portion.

Part 4 — Functions and powers

26. Performance of statutory functions

(1)
If this Code confers a function or power on a person or body, the function may be performed, or the power may be exercised, from time to time as occasion requires.
(2)
If this Code confers a function or power on a particular officer or the holder of a particular office, the function may be performed, or the power may be exercised, by the person for the time being occupying or acting in the office concerned.
(3)
If this Code confers a function or power on a body (whether or not incorporated), the performance of the function, or the exercise of the power, is not affected merely because of vacancies in the membership of the body.

27. Power to make instrument or decision includes power to amend or repeal

Except as otherwise provided in this Code, if this Code authorizes or requires the making of an instrument or decision —

(a)
the power includes power to amend or repeal the instrument or decision; and
(b)
the power to amend or repeal the instrument or decision is exercisable in the same way, and subject to the same conditions, as the power to make the instrument or decision.

28. Matters for which statutory instruments may make provision

(1)
If this Code authorizes or requires the making of a statutory instrument in relation to a matter, a statutory instrument made under this Code may make provision for the matter by applying, adopting or incorporating (with or without modification) the provisions of —
- (a)
  an Act or statutory instrument; or
- (b)
  another document (whether of the same or a different kind),

as in force at a particular time or as in force from time to time.

(2)
If a statutory instrument applies, adopts or incorporates the provisions of a document, the statutory instrument applies, adopts or incorporates the provisions as in force from time to time, unless the statutory instrument otherwise expressly provides.
(3)
A statutory instrument may —
- (a)
  apply generally throughout this State or be limited in its application to a particular part of this State; or
- (b)
  apply generally to all persons, matters or things or be limited in its application to —
  - (i)
    particular persons, matters or things; or
  - (ii)
    particular classes of persons, matters or things; or
- (c)
  otherwise apply generally or be limited in its application by reference to specified exceptions or factors.
(4)
A statutory instrument may —
- (a)
  apply differently according to different specified factors; or
- (b)
  otherwise make different provision in relation to —
  - (i)
    different persons, matters or things; or
  - (ii)
    different classes of persons, matters or things.
(5)
A statutory instrument may authorize a matter or thing to be from time to time determined, applied or regulated by a specified person or body.
(6)
If this Code authorizes or requires a matter to be regulated by statutory instrument, the power may be exercised by prohibiting by statutory instrument the matter or any aspect of the matter.
(7)
If this Code authorizes or requires provision to be made with respect to a matter by statutory instrument, a statutory instrument made under this Code may make provision with respect to a particular aspect of the matter despite the fact that provision is made by this Code in relation to another aspect of the matter or in relation to another matter.
(8)
A statutory instrument made or in force under this Code may provide for the review of, or a right of appeal against, a decision made under the statutory instrument or this Code and may, for that purpose, confer jurisdiction on any court, tribunal, person or body.
(9)
A statutory instrument may require a form prescribed by or under the statutory instrument, or information or documents included in, attached to or given with the form, to be verified by statutory declaration.

29. Presumption of validity and power to make

(1)
All conditions and preliminary steps required for the making of a statutory instrument are presumed to have been satisfied and performed in the absence of evidence to the contrary.
(2)
A statutory instrument is taken to be made under all powers under which it may be made, even though it purports to be made under this Code or a particular provision of this Code.

30. Appointments may be made by name or office

(1)
If this Code authorizes or requires a person or body —
- (a)
  to appoint a person to an office; or
- (b)
  to appoint a person or body to exercise a power; or
- (c)
  to appoint a person or body to do another thing,

the person or body may make the appointment by —

(d)
appointing a person or body by name; or
(e)
appointing a particular officer, or the holder of a particular office, by reference to the title of the office concerned.

(2)
An appointment of a particular officer, or the holder of a particular office, is taken to be the appointment of the person for the time being occupying or acting in the office concerned.

31. Acting appointments

(1)
If this Code authorizes a person or body to appoint a person to act in an office, the person or body may, in accordance with this Code, appoint —
- (a)
  a person by name; or
- (b)
  a particular officer, or the holder of a particular office, by reference to the title of the office concerned,

to act in the office.

(2)
The appointment may be expressed to have effect only in the circumstances specified in the instrument of appointment.
(3)
The appointer may —
- (a)
  determine the terms and conditions of the appointment, including remuneration and allowances; and
- (b)
  terminate the appointment at any time.
(4)
The appointment, or the termination of the appointment, must be in, or evidenced by, writing signed by the appointer.
(5)
The appointee must not act for more than one year during a vacancy in the office.
(6)
If the appointee is acting in the office otherwise than because of a vacancy in the office and the office becomes vacant, then, subject to subclause (2), the appointee may continue to act until —
- (a)
  the appointer otherwise directs; or
- (b)
  the vacancy is filled; or
- (c)
  the end of a year from the day of the vacancy,

whichever happens first.

(7)
The appointment ceases to have effect if the appointee resigns by writing signed and delivered to the appointer.
(8)
While the appointee is acting in the office —
- (a)
  the appointee has all the powers and functions of the holder of the office; and
- (b)
  this Code and other laws apply to the appointee as if the appointee were the holder of the office.
(9)
Anything done by or in relation to a person purporting to act in the office is not invalid merely because —
- (a)
  the occasion for the appointment had not arisen; or
- (b)
  the appointment had ceased to have effect; or

the occasion for the person to act had not arisen or had ceased.

(10)
If this Code authorizes the appointer to appoint a person to act during a vacancy in the office, an appointment to act in the office may be made by the appointer whether or not an appointment has previously been made to the office.

32. Powers of appointment imply certain incidental powers

(1)
If this Code authorizes or requires a person or body to appoint a person to an office —
- (a)
  the power may be exercised from time to time as occasion requires; and
- (b)
  the power includes —
  - (i)
    power to remove or suspend, at any time, a person appointed to the office; and
  - (ii)
    power to appoint another person to act in the office if a person appointed to the office is removed or suspended; and
  - (iii)
    power to reinstate or reappoint a person removed or suspended; and
  - (iv)
    power to appoint a person to act in the office if it is vacant (whether or not the office has ever been filled); and
  - (v)
    power to appoint a person to act in the office if the person appointed to the office is absent or is unable to discharge the functions of the office (whether because of illness or otherwise).
(2)
The power to remove or suspend a person under subclause (1)(b) may be exercised even if this Code provides that the holder of the office to which the person was appointed is to hold office for a specified period.
(3)
The power to make an appointment under subclause (1)(b) may be exercised from time to time as occasion requires.
(4)
An appointment under subclause (1)(b) may be expressed to have effect only in the circumstances specified in the instrument of appointment.

33. Delegation of powers

(1)
If this Code authorizes a person or body to delegate a power, the person or body may, in accordance with this Code, delegate the power to —
- (a)
  a person or body by name; or
- (b)
  a particular officer, or the holder of a particular office, by reference to the title of the office concerned.
(2)
The delegation may be —
- (a)
  general or limited; and
- (b)
  made from time to time; and
- (c)
  revoked, wholly or partly, by the delegator.
(3)
The delegation or a revocation of the delegation, must be in, or evidenced by, writing signed by the delegator or, if the delegator is a body, by a person authorized by the body for the purpose.
(4)
A delegated power may be exercised only in accordance with any conditions to which the delegation is subject.
(5)
The delegate may, in the exercise of a delegated power, do anything that is incidental to the delegated power.
(6)
A delegated power that purports to have been exercised by the delegate is taken to have been duly exercised by the delegate unless the contrary is proved.
(7)
A delegated power that is duly exercised by the delegate is taken to have been exercised by the delegator.
(8)
If, when exercised by the delegator, a power is, under this Code, dependent on the delegator’s opinion, belief or state of mind in relation to a matter, the power when exercised by the delegate, is dependent on the delegate’s opinion, belief or state of mind in relation to the matter.
(9)
If a power is delegated to a particular officer or the holder of a particular office —
- (a)
  the delegation does not cease to have effect merely because the person who was the particular officer or the holder of the particular office when the power was delegated ceases to be the officer or the holder of the office; and
- (b)
  the power may be exercised by the person for the time being occupying or acting in the office concerned.
(10)
A power that has been delegated may, despite the delegation, be exercised by the delegator.
(11)
Subject to subclause (12), this clause applies to a sub‑delegation of a power in the same way as it applies to a delegation of a power.
(12)
If this Code authorizes the delegation of a power, the power may be sub‑delegated only if this Code expressly authorizes the power to be sub‑delegated.

34. Exercise of power between enactment and commencement

(1)
If a provision of this Code (the “empowering provision”) that does not commence on its enactment would, had it commenced, confer a power —
- (a)
  to make an appointment; or
- (b)
  to make a statutory instrument of a legislative or administrative character; or
- (c)
  to do another thing,

then —

(d)
the power may be exercised; and
(e)
anything may be done for the purpose of enabling the exercise of the power or of bringing the appointment, instrument or other thing into effect,

before the empowering provision commences.

(2)
If a provision of an Act (the “empowering provision”) that does not commence on its enactment would, had it commenced, amend a provision of this Code so that it would confer a power —
- (a)
  to make an appointment; or
- (b)
  to make a statutory instrument of a legislative or administrative character; or
- (c)
  to do another thing,

then —

(d)
the power may be exercised; and
(e)
anything may be done for the purpose of enabling the exercise of the power or of bringing the appointment, instrument or other thing into effect,

before the empowering provision commences.

(3)
If —
- (a)
  this Code has commenced and confers a power to make a statutory instrument (the “basic instrument‑making power”); and
- (b)
  a provision of an Act that does not commence on its enactment would, had it commenced, amend this Code so as to confer additional power to make a statutory instrument (the “additional instrument‑making power”),

then —

(c)
the basic instrument‑ making power and the additional instrument‑making power may be exercised by making a single instrument; and
(d)
any provision of the instrument that required an exercise of the additional instrument‑making power is to be treated as made under subclause (2).

(4)
If an instrument, or a provision of an instrument, is made under subclause (1) or (2) that is necessary for the purpose of —
- (a)
  enabling the exercise of a power mentioned in the subclause; or
- (b)
  bringing an appointment, instrument or other thing made or done under such a power into effect,

the instrument or provision takes effect —

(c)
on the making of the instrument; or
(d)
on such later day (if any) on which, or at such later time (if any) at which, the instrument or provision is expressed to take effect.

(5)
If —
- (a)
  an appointment is made under subclause (1) or (2); or
- (b)
  an instrument, or provision of an instrument, made under subclause (1) or (2) is not necessary for a purpose mentioned in subclause (4),

the appointment, instrument or provision takes effect —

(c)
on the commencement of the relevant empowering provision; or
(d)
on such later day (if any) on which, or at such later time (if any) at which, the appointment, instrument or provision is expressed to take effect.

(6)
Anything done under subclause (1) or (2) does not confer a right, or impose a liability, on a person before the relevant empowering provision commences.
(7)
After the enactment of a provision mentioned in subclause (2) but before the provision’s commencement, this clause applies as if the references in subclauses (2) and (5) to the commencement of the empowering provision were references to the commencement of the provision mentioned in subclause (2) as amended by the empowering provision.
(8)
In the application of this clause to a statutory instrument, a reference to the enactment of the instrument is a reference to the making of the instrument.

Part 5 — Distance, time and age

35. Matters relating to distance, time and age

(1)
In the measurement of distance for the purposes of this Code, the distance is to be measured along the shortest road ordinarily used for travelling.
(2)
If a period beginning on a given day, act or event is provided or allowed for a purpose by this Code, the period is to be calculated by excluding the day, or the day of the act or event, and —
- (a)
  if the period is expressed to be a specified number of clear days or at least a specified number of days, by excluding the day on which the purpose is to be fulfilled; and
- (b)
  in any other case, by including the day on which the purpose is to be fulfilled.
(3)
If the last day of a period provided or allowed by this Code for doing anything is not a business day in the place in which the thing is to be or may be done, the thing may be done on the next business day in the place.
(4)
If the last day of a period provided or allowed by this Code for the filing or registration of a document is a day on which the office is closed where the filing or registration is to be or may be done, the document may be filed or registered at the office on the next day that the office is open.
(5)
If no time is provided or allowed for doing anything, the thing is to be done as soon as possible, and as often as the prescribed occasion happens.
(6)
If, in this Code, there is a reference to time, the reference is, in relation to the doing of anything in a State, a reference to the legal time in the State.
(7)
For the purposes of this Code, a person attains an age in years at the beginning of the person’s birthday for the age.

Part 6 — Service of documents

36. Service of documents

(1)
If this Code requires or permits a document to be served on a person (whether the expression “deliver”, “give”, “notify”, “send” or “serve” or another expression is used), the document may be served —
- (a)
  on an individual —
  - (i)
    by delivering it to the person personally; or
  - (ii)
    by leaving it at, or by sending it by post, telex, facsimile or similar facility to, the address of the place of residence or business of the person last known to the person serving the document;
or
- (b)
  on a body corporate —
  - (i)
    by leaving it at the registered office of the body corporate with an officer of the body corporate; or
  - (ii)
    by sending it by post, telex, facsimile or similar facility to its registered office.
(2)
Nothing in subclause (1) —
- (a)
  affects the operation of another law that authorizes the service of a document otherwise than as provided in the subclause; or
- (b)
  affects the power of a court or tribunal to authorize service of a document otherwise than as provided in the subclause.

37. Meaning of service by post

(1)
If this Code requires or permits a document to be served by post (whether the expression “deliver”, “give”, “notify”, “send” or “serve” or another expression is used), service —
- (a)
  may be effected by properly addressing, prepaying and posting the document as a letter; and
- (b)
  is taken to have been effected at the time at which the letter would be delivered in the ordinary course of post, unless the contrary is proved.
(2)
If this Code requires or permits a document to be served by a particular postal method (whether the expression “deliver”, “give”, “notify”, “send” or “serve” or another expression is used), the requirement or permission is taken to be satisfied if the document is posted by that method or, if that method is not available, by the equivalent, or nearest equivalent, method provided for the time being by Australia Post.

38. Time of provision of Code ceasing to have effect

If a provision of this Code is expressed —

(a)
to expire on a specified day; or
(b)
to remain or continue in force, or otherwise have effect, until a specified day,

the provision has effect until the last moment of the specified day.

Part 7 — Effect of repeal, amendment or expiration

39. Repealed or amended provision of Code not revived

If a provision of this Code is repealed or amended by an Act or a provision of an Act, the provision is not revived merely because the Act or the provision of the Act —

(a)
is later repealed or amended; or
(b)
later expires.

40. Saving of operation of repealed provision of Code

(1)
The repeal, amendment or expiry of a provision of this Code does not —
- (a)
  revive anything not in force or existing at the time the repeal, amendment or expiry takes effect; or
- (b)
  affect the previous operation of the provision or anything suffered, done or begun under the provision; or
- (c)
  affect a right, privilege or liability acquired, accrued or incurred under the provision; or
- (d)
  affect a penalty incurred in relation to an offence arising under the provision; or
- (e)
  affect an investigation, proceeding or remedy in relation to such a right, privilege, liability or penalty.
(2)
Any such penalty may be imposed and enforced, and any such investigation, proceeding or remedy may be begun, continued or enforced, as if the provision had not been repealed or amended or had not expired.

41. Continuance of repealed provisions

If an Act repeals some or all of the provisions of this Code and enacts new provisions in substitution for the repealed provisions, the repealed provisions continue in force until the new provisions commence.

42. Code and amending Acts to be read as one

This Code and all Acts amending this Code are to be read as one.

Part 8 — Offences under code

43. Penalty at end of provision

In this Code, a penalty specified at the end of —

(a)
a section (whether or not the section is divided into subsections); or
(b)
a subsection (but not at the end of a section); or
(c)
a section or subsection and expressed in such a way as to indicate that it applies only to part of the section or subsection,

indicates that an offence mentioned in the section, subsection or part is punishable on conviction or, if no offence is mentioned, a contravention of the section, subsection or part constitutes an offence against the provision that is punishable on conviction —

(d)
if a minimum as well as a maximum penalty is specified, by a penalty not less than the minimum and not more than the maximum; or
(e)
in any other case, by a penalty not more than the specified penalty.

44. Penalty other than at end of provision

(1)
In this Code, a penalty specified for an offence, or a contravention of a provision, indicates that the offence is punishable on conviction, or the contravention constitutes an offence against the provision that is punishable on conviction —
- (a)
  if a minimum as well as a maximum penalty is specified, by a penalty not less than the minimum and not more than the maximum; or
- (b)
  in any other case, by a penalty not more than the specified penalty.
(2)
This clause does not apply to a penalty to which clause 43 applies.

45. Indictable offences and summary offences

(1)
An offence against this Code that is not punishable by imprisonment is punishable summarily.
(2)
An offence against this Code that is punishable by imprisonment is, subject to subclause (3), punishable on indictment.
(3)
If —
- (a)
  a proceeding for an offence against this Code that is punishable by imprisonment is brought in a court of summary jurisdiction; and
- (b)
  the prosecutor requests the court to hear and determine the proceeding,

the offence is punishable summarily and the court must hear and determine the proceeding.

(4)
A court of summary jurisdiction must not —
- (a)
  impose, in relation to a single offence against this Code, a period of imprisonment of more than 2 years; or
- (b)
  impose, in relation to offences against this Code, cumulative periods of imprisonment that are, in total, more than 5 years.
(5)
Nothing in this clause renders a person liable to be punished more than once in relation to the same offence.

46. Double jeopardy

If an act or omission constitutes an offence —

(a)
under this Code; or
(b)
under another law of this State or a law of another State,

and the offender has been punished in relation to the offence under a law mentioned in paragraph (b), the offender is not liable to be punished in relation to the offence under this Code.

47. Aiding and abetting, attempts etc.

(1)
A person who aids, abets, counsels or procures, or by act or omission is in any way directly or indirectly concerned in or a party to, the commission of an offence against this Code is taken to have committed that offence and is liable to the penalty for the offence.
(2)
A person who attempts to commit an offence against this Code commits an offence and is punishable as if the attempted offence had been committed.

Part 9 — Instruments under Code

48. Schedule applies to statutory instruments

(1)
This Schedule applies to a statutory instrument, and to things that may be done or are required to be done under a statutory instrument, in the same way as it applies to this Code, and things that may be done or are required to be done under this Code, except so far as the context or subject matter indicates or requires.
(2)
The fact that a provision of this Schedule refers to this Code and not also to a statutory instrument does not, by itself, indicate that the provision is intended to apply only to that Code.

_______________

Notes

Comparative Table of provisions of Friendly Societies Code and Financial Institutions Code

Section of Friendly Societies Code	Section of Financial Institutions Code
1 2 3 4 5 6 7 8	1 2 3 4 5 6 7 8
9 10 11 280 12	9 10 11 12 13
Schedule A, cl. 1 Schedule A, cl. 2 Schedule A, cl. 3 Schedule A, cl. 4 Schedule A, cl. 5 Schedule A, cl. 6 Schedule A, cl. 7 Schedule A, cl. 8 Schedule A, cl. 9 Schedule A, cl. 10 Schedule A, cl. 11 Schedule A, cl. 12	14 15 16 17 18 19 20 21 22 23 24 25
Schedule A, cl. 13 Schedule A, cl. 14 Schedule A, cl. 15 Schedule A, cl. 16 Schedule A, cl. 17 Schedule A, cl. 18 Schedule A, cl. 19 Schedule A, cl. 20 Schedule A, cl. 21 Schedule A, cl. 22 Schedule A, cl. 23 Schedule A, cl. 24 Schedule A, cl. 25 Schedule A, cl. 26 Schedule A, cl. 27 Schedule A, cl. 28 Schedule A, cl. 29 Schedule A, cl. 30 Schedule A, cl. 31 Schedule A, cl. 32 Schedule A, cl. 33 Schedule A, cl. 34 Schedule A, cl. 35 Schedule A, cl. 36 Schedule A, cl. 37 Schedule A, cl. 38 Schedule A, cl. 39 Schedule A, cl. 40 Schedule A, cl. 41 Schedule A, cl. 42 Schedule A, cl. 43 Schedule A, cl. 44 Schedule A, cl. 45 Schedule A, cl. 46 Schedule A, cl. 47 Schedule A, cl. 48 13 14 15 16 17	26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63
18 19 20 21 22 23 24 25 26 27 28 29 30	64 64A 65 65A 65B 66 67 68 69 70 71 72 73 119
31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52	74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96
53 54 55 56 57 58	97 98 98A 99 100 101 102 — 105D 106 107 108 109 110
59 60 61 62 63 64 65 66 30 67 68 69	111 112 113 114 115 116 117 118 119 120 121 122
70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86	123 124 125 126 127 128 129 402 130 131 132 133 134 135 136 137
87 88 89 90 91 92 93 94 95 96 — 218 219 220 221	138 138A 139 140 141 144 145 146 218 147 148 149 150
222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246	151 152 153 154 155 156 157 — 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182
247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262	183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199
263 264 265 266 267	200 209 210 211 212 213 215 216 216A 217
268 269 270 271 272 273 274 275 276 277 278 279 280 281 282	218 219 220 221 222 223 224 225 226 227 228 229 230 13 231 232
283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308	233 234 235 236 237 238 239 239A 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256
309 — 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351	257 258 259 260 261 262 263 263A 263B 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289
352 — 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375	290 291 291A 292 293 294 295 296 130 297 298 298A 298B 298C 299 300
376 377 378 379 380 381 382 383 384 385	301 — 308 309 310 311 312 313 313A 313B 314 315 316 317 318
386 387 388 389 390 391 392	319 320 321 322 323 324 — 333 334 335 336
393 — 398 399 400 401 402 403 404 405 406 407 408	337 338 339 340 341 342 343 344 345
409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431	346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364
432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 79 470 471 472 473 474 475 476 477 478 479 480 481 482 483	365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415
484 485 486 487 488 489 490 491 492 493	416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 — 435

Section of Friendly Societies Code

Section of Financial Institutions Code

280

Schedule A, cl. 1

Schedule A, cl. 2

Schedule A, cl. 3

Schedule A, cl. 4

Schedule A, cl. 5

Schedule A, cl. 6

Schedule A, cl. 7

Schedule A, cl. 8

Schedule A, cl. 9

Schedule A, cl. 10

Schedule A, cl. 11

Schedule A, cl. 12

Schedule A, cl. 13

Schedule A, cl. 14

Schedule A, cl. 15

Schedule A, cl. 16

Schedule A, cl. 17

Schedule A, cl. 18

Schedule A, cl. 19

Schedule A, cl. 20

Schedule A, cl. 21

Schedule A, cl. 22

Schedule A, cl. 23

Schedule A, cl. 24

Schedule A, cl. 25

Schedule A, cl. 26

Schedule A, cl. 27

Schedule A, cl. 28

Schedule A, cl. 29

Schedule A, cl. 30

Schedule A, cl. 31

Schedule A, cl. 32

Schedule A, cl. 33

Schedule A, cl. 34

Schedule A, cl. 35

Schedule A, cl. 36

Schedule A, cl. 37

Schedule A, cl. 38

Schedule A, cl. 39

Schedule A, cl. 40

Schedule A, cl. 41

Schedule A, cl. 42

Schedule A, cl. 43

Schedule A, cl. 44

Schedule A, cl. 45

Schedule A, cl. 46

Schedule A, cl. 47

Schedule A, cl. 48

64A

65A

65B

119

98A

100

101

102 — 105D

106

107

108

109

110

111

112

113

114

115

116

117

118

119

120

121

122

123

124

125

126

127

128

129

402

130

131

132

133

134

135

136

137

96 — 218

219

220

221

138

138A

139

140

141

144

145

146

218

147

148

149

150

222

223

224

225

226

227

228

229

230

231

232

233

234

235

236

237

238

239

240

241

242

243

244

245

246

151

152

153

154

155

156

157 — 162

163

164

165

166

167

168

169

170

171

172

173

174

175

176

177

178

179

180

181

182

247

248

249

250

251

252

253

254

255

256

257

258

259

260

261

262

183

184

185

186

187

188

189

190

191

192

193

194

195

196

197

198

199

263

264

265

266

267

200

209

210

211

212

213

215

216

216A

217

268

269

270

271

272

273

274

275

276

277

278

279

280

281

282

218

219

220

221

222

223

224

225

226

227

228

229

230

231

232

283

284

285

286

287

288

289

290

291

292

293

294

295

296

297

298

299

300

301

302

303

304

305

306

307

308

233

234

235

236

237

238

239

239A

240

241

242

243

244

245

246

247

248

249

250

251

252

253

254

255

256

309 — 315

316

317

318

319

320

321

322

323

324

325

326

327

328

329

330

331

332

333

334

335

336

337

338

339

340

341

342

343

344

345

346

347

348

349

350

351

257

258

259

260

261

262

263

263A

263B

264

265

266

267

268

269

270

271

272

273

274

275

276

277

278

279

280

281

282

283

284

285

286

287

288

289

352 — 359

360

361

362

363

364

365

366

367

368

369

370

371

372

373

374

375

290

291

291A

292

293

294

295

296

130

297

298

298A

298B

298C

299

300

376

377

378

379

380

381

382

383

384

385

301 — 308

309

310

311

312

313

313A

313B

314

315

316

317

318

386

387

388

389

390

391

392

319

320

321

322

323

324 — 333

334

335

336

393 — 398

399

400

401

402

403

404

405

406

407

408

337

338

339

340

341

342

343

344

345

409

410

411

412

413

414

415

416

417

418

419

420

421

422

423

424

425

426

427

428

429

430

431

346

347

348

349

350

351

352

353

354

355

356

357

358

359

360

361

362

363

364

432

433

434

435

436

437

438

439

440

441

442

443

444

445

446

447

448

449

450

451

452

453

454

455

456

457

458

459

460

461

462

463

464

465

466

467

468

469

470

471

472

473

474

475

476

477

478

479

480

481

482

483

365

366

367

368

369

370

371

372

373

374

375

376

377

378

379

380

381

382

383

384

385

386

387

388

389

390

391

392

393

394

395

396

397

398

399

400

401

402

403

404

405

406

407

408

409

410

411

412

413

414

415

484

485

486

487

488

489

490

491

492

493

416

417

418

419

420

421

422

423

424

425

426

427

428

429

430 — 435

Notes

1 This is a compilation of the Friendly Societies (Western Australia) Act 1999 and includes the amendments effected by the other Acts referred to in the following Table.

Compilation table

Short title	Number and year	Assent	Commencement
Friendly Societies (Western Australia) Act 1999	2 of 1999	25 Mar 1999	24 May 1999 (see section 2 and Gazette 21 May 1999 p.1999)
This Act was repealed by the Acts Amendment and Repeal (Financial Sector Reform) Act 1999 s. 5(d) (No. 26 of 1999) as at 29 Jun 1999 (see s. 2)

Defined terms

[This is a list of terms defined and the provisions where they are defined. The list is not part of the law.]

Defined term Provision(s)

Act............................................................................................................ Sch. A cl. 13(1)

adult.......................................................................................................... Sch. A cl. 13(1)

adviser.............................................................................................................. 188 cl. 212

affidavit.................................................................................................... Sch. A cl. 13(1)

AFIC.............................................................................................................................. 3(1)

AFIC Act...................................................................................................................... 3(1)

amend....................................................................................................... Sch. A cl. 13(1)

appoint..................................................................................................... Sch. A cl. 13(1)

associate...................................................................................................... 188 cl. 295(1)

Australia.................................................................................................. Sch. A cl. 13(1)

business day............................................................................................ Sch. A cl. 13(1)

calendar month....................................................................................... Sch. A cl. 13(1)

calendar year........................................................................................... Sch. A cl. 13(1)

commencement...................................................................................... Sch. A cl. 13(1)

Commonwealth...................................................................................... Sch. A cl. 13(1)

confer....................................................................................................... Sch. A cl. 13(1)

continuing society....................................................................................................... 6(1)

contravene............................................................................................... Sch. A cl. 13(1)

country..................................................................................................... Sch. A cl. 13(1)

date of assent.......................................................................................... Sch. A cl. 13(1)

definition................................................................................................. Sch. A cl. 13(1)

dividend...................................................................................................... 188 cl. 231(1)

document................................................................................................. Sch. A cl. 13(1)

employee......................................................................................................... 188 cl. 279

estate......................................................................................................... Sch. A cl. 13(1)

expire........................................................................................................ Sch. A cl. 13(1)

external Territory................................................................................... Sch. A cl. 13(1)

extrinsic material.................................................................................... Sch. A cl. 10(1)

fail............................................................................................................. Sch. A cl. 13(1)

financial year.......................................................................................... Sch. A cl. 13(1)

foreign country....................................................................................... Sch. A cl. 13(1)

Friendly Societies (Western Australia) Code......................................................... 3(1)

Friendly Societies (Western Australia) Regulations............................................. 3(1)

friendly societies legislation of Western Australia............................................... 3(1)

function.................................................................................................... Sch. A cl. 13(1)

Gazette..................................................................................................... Sch. A cl. 13(1)

Gazette notice......................................................................................... Sch. A cl. 13(1)

gazetted.................................................................................................... Sch. A cl. 13(1)

Government Printer............................................................................... Sch. A cl. 13(1)

indictment................................................................................................ Sch. A cl. 13(1)

individual................................................................................................. Sch. A cl. 13(1)

insert......................................................................................................... Sch. A cl. 13(1)

instrument................................................................................................ Sch. A cl. 13(1)

interest...................................................................................................... Sch. A cl. 13(1)

internal Territory.................................................................................... Sch. A cl. 13(1)

interstate society........................................................................................ 337 cl. 493(4)

Jervis Bay Territory............................................................................... Sch. A cl. 13(1)

land........................................................................................................... Sch. A cl. 13(1)

Legislature of this State............................................................................................. 6(1)

liability..................................................................................................... Sch. A cl. 13(1)

make......................................................................................................... Sch. A cl. 13(1)

management contract............................................................................... 188 cl. 297(1)

Minister.................................................................................................... Sch. A cl. 13(1)

Ministerial Council..................................................................................................... 3(1)

minor........................................................................................................ Sch. A cl. 13(1)

modification............................................................................................ Sch. A cl. 13(1)

month....................................................................................................... Sch. A cl. 13(1)

named month.......................................................................................... Sch. A cl. 13(1)

Northern Territory................................................................................. Sch. A cl. 13(1)

number..................................................................................................... Sch. A cl. 13(1)

oath........................................................................................................... Sch. A cl. 13(1)

office........................................................................................................ Sch. A cl. 13(1)

omit.......................................................................................................... Sch. A cl. 13(1)

ordinary meaning................................................................................... Sch. A cl. 10(1)

party.......................................................................................................... Sch. A cl. 13(1)

penalty...................................................................................................... Sch. A cl. 13(1)

person....................................................................................................... Sch. A cl. 13(1)

pharmacy law of this State........................................................................................ 6(1)

power........................................................................................................ Sch. A cl. 13(1)

prescribed................................................................................................ Sch. A cl. 13(1)

printed...................................................................................................... Sch. A cl. 13(1)

proceeding............................................................................................... Sch. A cl. 13(1)

property.................................................................................................... Sch. A cl. 13(1)

provision.................................................................................................. Sch. A cl. 13(1)

purpose..................................................................................................... Sch. A cl. 13(1)

record....................................................................................................... Sch. A cl. 13(1)

repeal........................................................................................................ Sch. A cl. 13(1)

SCH certificate cancellation provisions................................................ 188 cl. 268(5)

securities licence....................................................................................... 188 cl. 189(3)

security..................................................................................................... 188 cl. 317(13)

sign........................................................................................................... Sch. A cl. 13(1)

statutory declaration.............................................................................. Sch. A cl. 13(1)

statutory instrument............................................................................... Sch. A cl. 13(1)

swear........................................................................................................ Sch. A cl. 13(1)

the Code.................................................................................. 6(1), 10, Sch. A cl. 13(2)

the previous law.......................................................................................................... 6(1)

this Code....................................................................................................................... 6(1)

word.......................................................................................................... Sch. A cl. 13(1)

writing...................................................................................................... Sch. A cl. 13(1)