Australian Capital Territory Numbered Acts

ASSOCIATIONS INCORPORATION ACT 1991 (NO 46 OF 1991)

TABLE OF PROVISIONS

           Long Title

   PART I--PRELIMINARY SHORT TITLE

   1.      This Act may be cited as the Associations Incorporation Act 1991.  
   3.      In this Act, unless the contrary intention appears—“accounting records” includes invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry, books and records which record documents of prime entry, and such working papers and documents as are necessary to explain the methods and calculations by which accounts are made up; “annual general meeting”, in relation to an incorporated association, means a meeting of the association held pursuant to section 68 or 69; “annual return” means a statement referred to in paragraph 79 (1) (a); “approved form” means a form approved by the Registrar; “authorised person” means a person authorised to apply for the incorporation of an association or proposed association pursuant to paragraph 16 (a); “banker's books” means—  
   4.      For the purposes of this Act, an association shall not be taken to be formed or carried on with the object of trading or obtaining pecuniary gain for its members, or to be trading or obtaining pecuniary gain for its members, only because—  

   PART II--ADMINISTRATION REGISTRAR AND DEPUTY REGISTRARS

   7.      The Registrar—  
   9.      The Registrar shall keep such registers as he or she considers necessary for the purposes of this Act, and the registers may be kept in such a form and contain such particulars as the Registrar thinks fit.  
   10.     The Registrar shall keep a copy of each certificate of incorporation issued by it.  
   12.     The Registrar may dispose of—  

   PART III--INCORPORATION GENERALLY

   16.     An association or a group of 5 or more persons proposing to form and incorporate an association may, by resolution—  
   19.     Where—  
   20.     An association shall be taken to have been incorporated on the date specified in the certificate of incorporation as the date of incorporation.  
   22.     An incorporated association—  
   24.     An incorporated association has, both within and outside the Territory, the legal capacity of a natural person and, without limiting the generality of the foregoing, has, both within and outside the Territory, power—  
   27.     Where the Registrar is satisfied—  
   29.     The objects of an incorporated association are the objects appearing in the statement of the association's objects lodged with the Registrar pursuant to subparagraph 18 (1) (b) (i) or 26 (2) (b) (i), as the case requires, being those objects as altered from time to time in accordance with section 30.  
   32.     For the purposes of subparagraph 16 (c) (ii), paragraphs 26 (1) (b), 33 (1) (b) and section 140, rules other than the model rules shall be taken to comply with this section if they—  
   34.     An object or rule of an incorporated association that is inconsistent with this Act or with another law in force in the Territory is of no effect.  
   36.     The name of an incorporated association shall include, at the end of the name, the word “Incorporated” or the abbreviation “Inc.”.  
   41.     The name of an incorporated association shall appear in legible characters—  
   42.     In this Division—  
   45.     Where—  
   46.     Any rights or liabilities of a person under this Division (including rights or liabilities under an order made by a court under this Division) in relation to a contract shall be taken to be substituted for any rights that the person would have, or any liabilities to which the person would be subject, as the case may be, apart from this Division.  
   48.     The rules of an incorporated association shall be taken to bind the association and its members from time to time as if the rules had been signed and sealed by each member and contained covenants on the part of each member to observe all the rules.  
   49.     A member of an incorporated association who is deprived by a decision of the association of a right conferred on the member, as a member, by the rules of the association, may apply to the court for an order to vary or set aside the decision.  
   50.     Where an incorporated association exercises any power that it has to adjudicate upon a dispute between its members, or between itself and a member or members, in relation to the rights conferred upon the members by the rules of the association, any decision made by the association shall not be taken to be valid unless, in any proceedings in relation to the dispute, the rules of natural justice have been complied with.  
   51.     An officer or a member of an incorporated association shall not, except as otherwise provided by this Act or the rules of the association, be taken, only because of being a member or officer, to be liable to contribute to the payment of any debts or other liabilities incurred by the association, or to the costs, charges or expenses incurred in the course of winding up the association.  
   52.     Membership of an incorporated association shall not, except as otherwise provided by this Act, be taken to confer upon the members of the association any right, title or interest, whether legal or equitable, in the property of the association.  
   56.     A contract or other instrument executed, or purporting to have been executed, under the common seal of an incorporated association shall not be taken to be invalid only because a person attesting the fixing of the common seal was in any way, directly or indirectly, interested in the contract or other instrument or in the matter to which the contract or other instrument relates.  

   PART IV--MANAGEMENT PUBLIC OFFICER

   58.     The inaugural public officer of an association incorporated under this Act shall, unless the rules of the association otherwise provide, be taken to be—  
   61.     The inaugural members of the committee of an association incorporated under this Act shall, unless the rules of the association otherwise provide, be taken to be—  
   68.     An incorporated association shall hold its first annual general meeting within the period of 18 months commencing on the date on which the association was incorporated.  
   69.     An incorporated association shall, in addition to any other meeting it holds, hold an annual general meeting, once in each calendar year, within the period of 5 months beginning at the end of the association's most recently ended financial year.  
   70.     A resolution of an incorporated association shall be taken to be a special resolution if—  

   PART V--ACCOUNTS, AUDIT AND ANNUAL RETURNS

   71.     An incorporated association shall—  
   77.     An auditor of an incorporated association is not, in the absence of malice on his or her part, liable to any action for defamation in respect of any statement that he or she makes, orally or in writing, in the course of the performance of his or her duties as auditor of the association.  
   78.     An officer of an incorporated association shall not, without lawful excuse—  
   80.     Where—  

   PART VI--TRANSFER OF INCORPORATION INTERPRETATION

   81.     In this Part, unless the contrary intention appears—“company limited by guarantee” and “memorandum” have the same respective meanings as in the Corporations Law.  
   84.     Each person who was a member of an incorporated association immediately before its registration under the Corporations Law as a company limited by guarantee shall, for the purposes of the association's application for that registration, be taken to be a subscriber to the memorandum of the proposed company.  
   85.     Upon the registration of an incorporated association under the Corporations Law as a company limited by guarantee, the Registrar shall cancel the incorporation of the association under this Act.  
   86.     Upon the cancellation pursuant to section 85 of the incorporation of an association (in this section referred to as the “former association”) that has been registered as a company—  
   87.     Where, pursuant to paragraph 86 (c), any land or interest in land (being land in the Territory) vested in a former association is to be taken to be vested in a company, the Registrar of Titles shall, upon production of the certificate of incorporation of the company, endorse the relevant certificate of title in the Register Book kept pursuant to the Real Property Act 1925 to that effect.  

   PART VII--WINDING UP VOLUNTARY WINDING UP

   88.     An incorporated association may be wound up voluntarily if the association has, by special resolution, resolved that it be wound up.  
   89.     An application to the Supreme Court for the winding up by the court of an incorporated association may be made by the association, by a member or creditor of the association, or by the Registrar.  
   90.     The Supreme Court may order that an incorporated association be wound up if—  
   91.     Part 5.7 of the Corporations Law applies to the winding up of an incorporated association subject to the modifications and adaptations specified in Schedule 2.  
   98.     The Registrar shall keep—  

   PART VIII--INVESTIGATION OF ASSOCIATION'S AFFAIRS

   99.     In this Part—“books” includes bankers' books.  
   101.    Where the Registrar has reasonable grounds for believing that an offence under this Act or the repealed Act, or an offence relating to an incorporated association, has been, is being, or will be committed, being an offence that involves fraud or dishonesty or concerns the management or affairs of an incorporated association, the Registrar may make such investigations as he or she thinks expedient for the due administration of this Act.  
   105.    A person shall not be taken to be subject to any liability only because the person has complied with a requirement made pursuant to section 103 or 104.  

   PART IX--OFFENCES AND RELATED MATTERS PROCEEDINGS FOR OFFENCES

   110.    Where, pursuant to subsection 108 (1), a member or members of the committee of an incorporated association is or are guilty of an offence in respect of a failure of the association to comply with section 109, the member or members is or are respectively liable, or jointly and severally liable, for any debt or liability incurred by the association because of the commission of the offence.  
   112.    Where a person, or an association or other group of persons, not being an incorporated association or other body corporate of which the incorporation is recognised under a law in force in the Territory or under a law of the Commonwealth, a State or another Territory—  

   PART X--MISCELLANEOUS NOTICE OF DECISIONS

   119.    Application may be made to the Australian Capital Territory Administrative Appeals Tribunal for a review of a decision—  
   123.    Where under this Act a person gives to or lodges with the Registrar any instrument or a copy of any instrument and the instrument is not written in the English language, the person shall at the same time give to or lodge with the Registrar a certified translation of the instrument into the English language.  
   124.    On hearing an application under this Act, the court may make or refuse to make the order sought, and may make such other orders as it thinks fit.  
   126.    The Minister may, by notice in the Gazette, determine fees for the purposes of this Act.  
   128.    The following Acts are repealed:  

   PART XI--TRANSITIONAL AND SAVINGS PROVISIONS

   131.    Unless the contrary intention appears in this Act, this Act shall be taken to apply in relation to an association incorporated under the repealed Act as if the association had been incorporated under this Act.  
   132.    A register kept under the repealed Act shall be deemed to be part of a register kept under section 9.  
   133.    Where, before the commencement date, the winding up of an association incorporated pursuant to the repealed Act had begun, the winding up shall continue in accordance with the repealed Act as if this Act had not been made.  
   134.    Where, before the commencement date—  
   135.    Any document that was, before the commencement date, required to be lodged with the Registrar of Incorporated Associations pursuant to the repealed Act is required to be lodged in accordance with the relevant provisions of the repealed Act as if the latter Act had not been repealed.  
   136.    Where, before the commencement date—  
   137.    Where, before the commencement date—  
   141.    Where the rules of an association incorporated under the repealed Act do not comply with section 32, the association shall, within the period of 15 months beginning on the commencement date, alter its rules in accordance with section 33.  
   142.    Notwithstanding section 69, the first annual general meeting to be held after the commencement date by an association incorporated under the repealed Act may be held at any time within the period beginning on that date and ending at the end of the second financial year of the association after that date.  
   143.    Section 67 does not apply in relation to an association incorporated under the repealed Act before the end of the period of 6 months after the commencement date or such further period, not exceeding 6 months, as the Registrar allows.  
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