Untitled document

Associations Incorporation (Amendment) Act 2000

Act No. 57/2000

TABLE OF PROVISIONS

Section Page

1.	Purpose	1
2.	Commencement	1
3.	New Division 1 of Part VIII substituted	2
Division 1—Voluntary winding up	2

32.	Definitions	2
33.	Voluntary winding up	2
33A.	Distribution of assets on voluntary winding up in
accordance with special resolution	2
33B.	Distribution of assets on voluntary winding up without
special resolution relating to assets	5
33C.	Certain assets not to be distributed on voluntary winding
up	6
33D.	Application to Supreme Court by persons aggrieved
under a voluntary winding up	6
33E.	Distribution of assets of incorporated association subject
to trusts	6

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ENDNOTES 8

i

Victoria

No. 57 of 2000

Associations Incorporation

(Amendment) Act 2000†

[Assented to 8 November 2000]

The Parliament of Victoria enacts as follows:

1. Purpose

The purpose of this Act is to amend the Associations Incorporation Act 1981 in relation to the distribution of assets on voluntary winding up of an incorporated association.

2. Commencement

This Act comes into operation on the day after the day on which it receives the Royal Assent.

Associations Incorporation (Amendment) Act 2000

s. 3	Act No. 57/2000
See:	3. New Division 1 of Part VIII substituted
Act No.

9713.   In Part VIII of the Associations Incorporation

Reprint No. 5
as at	Act 1981, for Division 1 substitute—
1 September
1999
and	'Division 1—Voluntary winding up
amending
Act No.	32. Definitions
35/2000.
LawToday:	In this Division—
	dpc.vic.
gov.au	"assets" in relation to an incorporated

association, means the assets remaining
after satisfaction of the debts and
liabilities of the incorporated
association and the costs, charges and

expenses of the winding up;

"winding up date" in relation to an

incorporated association, means the
date on which that incorporated
association resolves by special

resolution to be wound up voluntarily.

33.

Voluntary winding up up voluntarily if the association so resolves by special resolution.

33A. Distribution of assets on voluntary winding up in accordance with special resolution

(1) An incorporated association may, on or after

the date on which it resolves by special
resolution to be wound up voluntarily, pass a
special resolution relating to the distribution
of assets of the incorporated association on
that winding up.

(2) Subject to sub-section (3), if an incorporated
association passes a special resolution under
sub-section (1), the assets of the incorporated

Associations Incorporation (Amendment) Act 2000

Act No. 57/2000 s. 3

association must be dealt with or disposed of

in accordance with that special resolution.

(3) A special resolution referred to in sub-

section (1) that provides for the distribution of the assets of the incorporated association to any of the members of the association, or has the effect of distributing the assets of the incorporated association to any of the
members of the incorporated association, is

of no effect if—

(a)	on the winding up date, or at any time in the period of 5 years immediately before that date, the rules of the incorporated association prohibited the distribution of the assets of the incorporated association to any of the members of the incorporated association on a voluntary winding up; or
(b)	incorporated association contained

on the winding up date the rules of the section 51(4)(a)(ii).

(4) Sub-section (3)(a) does not apply to a special resolution if—

(a)	at any time in the period of 5 years immediately before the winding up date, the rules of the incorporated
association were altered to provide for the distribution of the assets of the incorporated association to any of the members of the association; and

Associations Incorporation (Amendment) Act 2000

s. 3 Act No. 57/2000

(b) the incorporated association had the consent of the Minister under section 51(6) to alter the rules of the association in that manner.

(5) Sub-section (3)(a) does not apply to a special resolution if—

(a)	that special resolution deals with or disposes of the assets of the association by distributing the assets to a specified member of the association that is a body corporate; and
(b)	the rules or constitution of that body corporate prohibit the disposition or distribution of the assets or property of
the body corporate to the members of the body corporate on a voluntary winding up.

(6) The public officer of an incorporated

association must, within 28 days after the passing of a special resolution under sub- section (1), lodge with the Registrar—

(a)	notice in a form approved by the Registrar of the special resolution; and
(b)

a statutory declaration signed by at effect that—

(i)  the special resolution was passed in accordance with this Act; and

(ii)  all statements and documents required to be lodged with the Registrar under this Act have been

lodged by the incorporated
association or are lodged with the
notice.

Associations Incorporation (Amendment) Act 2000

Act No. 57/2000 s. 3

33B. Distribution of assets on voluntary winding

up without special resolution relating to
assets

(1) Subject to sub-section (2), if a special

resolution under section 33A is not passed by the incorporated association, the assets must—

(a)	if the rules of the incorporated association do not otherwise provide, be divided amongst the members of the association in equal shares; and
(b)	if the rules otherwise provide, be dealt with in accordance with the rules.

(2) If on the winding up date, or at any time in

the period of 5 years immediately before that
date—

(a)	the rules of the incorporated association prohibited the distribution of the assets of the incorporated association to any
of the members of the incorporated association on a voluntary winding up; and
(b)	the rules of the incorporated association were altered to provide for such a distribution—

the assets of the incorporated association
must be dealt with or disposed of in
accordance with the rules of the association

as if the rules had not been so altered.

(3) Despite sub-section (2), the assets of an

incorporated association may be dealt with or disposed of in accordance with the rules of the association if—

(a) the rules of the association provide that the assets be dealt with or disposed of

Associations Incorporation (Amendment) Act 2000

s. 3	Act No. 57/2000
in a manner that distributes the assets to a specified member of the incorporated association that is a body corporate;
and

(b)	the rules or constitution of that body corporate prohibit the disposition or distribution of the assets or property of
the body corporate to the members of the body corporate on a voluntary winding up.

33C. Certain assets not to be distributed on

voluntary winding up

(1) Despite sections 33A and 33B, an asset or

part of an asset of the incorporated
association that consists of property supplied
by a government department or public
authority, including the unexpended portion
of a grant must be returned to the department
or authority that supplied it or to a body
nominated by the department or authority.

(2) Sub-section (2) does not apply if a contract

or agreement between the incorporated
association and the government department
or public authority makes express provision
to the contrary.

33D. Application to Supreme Court by persons

aggrieved under a voluntary winding up

Any person aggrieved by the operation of this Division in relation to the assets of an incorporated association may apply to the Supreme Court which may make any orders

relating to the disposal of the assets that it

thinks fit.

33E. Distribution of assets of incorporated

association subject to trusts

Associations Incorporation (Amendment) Act 2000

Act No. 57/2000 s. 3

This Division applies subject to any trust affecting the assets or any of the assets of the incorporated association.'.

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Associations Incorporation (Amendment) Act 2000

Endnotes Act No. 57/2000

ENDNOTES

†

Minister's second reading speech—

Legislative Council: 4 October 2000

Legislative Assembly: 26 October 2000

The long title for the Bill for this Act was "to amend the Associations
Incorporation Act 1981 in relation to the distribution of assets on
voluntary winding up of an incorporated association and for other
purposes."