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PARLIAMENT OF VICTORIA
Associations Incorporation Amendment Bill 2010
TABLE OF PROVISIONS
Clause Page
PART 1--PRELIMINARY 1
1 Purpose 1
2 Commencement 2
3 Principal Act 2
PART 2--AMENDMENTS TO ASSOCIATIONS
INCORPORATION ACT 1981 3
4 Definitions 3
5 Authority to apply for incorporation 4
6 Application for incorporation 4
7 Rules of association 4
8 Application to bring companies etc. under this Act 4
9 Enforceability of rules and purposes 5
10 New section 14AB inserted 5
14AB Disciplinary action 5
11 Grievance procedures 6
12 Rights and liabilities of members 6
13 Powers of incorporated association 8
14 New section 19A inserted 8
19A Execution of contract or other document by signature 8
15 Purposes and rules 9
16 Alteration of rules 9
17 First secretary 9
18 Secretary 9
19 New section 27 substituted 10
27 Removal from and vacation of office 10
20 Address of secretary 11
21 New section 29AA inserted 11
29AA Use of technology at committee meetings 11
22 New section 29A substituted 12
29A Improper use of information or position 12
23 New sections 29AB to 29AD inserted 14
29AB Duty of care and diligence 14
29AC Duty of good faith and proper purpose 16
29AD Reliance on information or advice 17
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Clause Page
24 Disclosure of interest 18
25 Voting on contract in which committee member has interest 18
26 New section 29E inserted 19
29E Indemnity of committee members 19
27 New section 30AA inserted 20
30AA Use of technology at general meetings 20
28 Annual general meeting 20
29 New section 30AB inserted 21
30AB Tier one, tier two and tier three associations 21
30 Accounts of prescribed associations 23
31 New sections 30BA and 30BB inserted 23
30BA Accounts of tier two associations 23
30BB Additional audits and checks required by members of
tier one or tier two associations 25
32 Amalgamation of incorporated associations 26
33 Effect of appointment of statutory manager 27
34 Repeal of Part VIIAC 28
35 Voluntary winding up 28
36 Winding up by the court 28
37 Winding up on certificate of Registrar 28
38 Repeal of section 36C 28
39 Repeal of Division 4 of Part VIII 29
40 Cancellation of incorporation by the Registrar 29
41 New Part VIIIAA inserted 29
PART VIIIAA--DECLARATION OF APPLIED
CORPORATIONS LEGISLATION 29
Division 1--General 29
37AA Common modifications 29
Division 2--Civil penalty provisions 32
37AB Civil penalties applying to office holders 32
Division 3--Receivership, administration and winding up
of incorporated association 33
37AC Receivers and other controllers of property of
incorporated association 33
37AD Voluntary administration 34
37AE Voluntary winding up 35
37AF Winding up by the court 35
37AG Winding up generally 36
37AH Insolvency 36
37AI General 38
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Clause Page
Division 4--Offences under applied Corporations Act
provisions 39
37AJ Offence under applied provisions 39
37AK Commonwealth Criminal Code does not apply 39
42 Register 40
43 New section 43 substituted 40
43 Records and documents in a language other than
English 40
44 Evidentiary provisions 41
45 Incorporated association not to trade etc. 41
46 Incorporated association excluded from Corporations
legislation 42
47 Qualified privilege of auditor, statutory manager and
administrator 42
48 Regulations 42
49 New section 57 inserted 43
57 Transitional provisions--Associations Incorporation
Amendment Act 2010 43
50 New Schedules 1 to 3 substituted 43
SCHEDULES 43
SCHEDULE 1--Matters to be Provided for in the Rules of
an Incorporated Association 43
SCHEDULE 2--Modification of Applied Offence Provisions
of Corporations Act 47
SCHEDULE 3--Penalties for Offences under Applied
Provisions of Corporations Act 48
PART 3--AMENDMENTS TO ASSOCIATIONS
INCORPORATION AMENDMENT ACT 2009 50
51 Amendment of Part 3 50
52 Repeal of Part 4 50
PART 4--REPEAL OF AMENDING ACT 51
53 Repeal of amending Act 51
ENDNOTES 52
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PARLIAMENT OF VICTORIA
Introduced in the Assembly
Associations Incorporation Amendment
Bill 2010
A Bill for an Act to amend the Associations Incorporation Act 1981
in relation to regulatory requirements for incorporated associations
and for other purposes.
The Parliament of Victoria enacts:
PART 1--PRELIMINARY
1 Purpose
The main purpose of this Act is to amend the
Associations Incorporation Act 1981--
5 (a) to make further provision relating to the
prohibition under that Act against the
distribution of the profits of an incorporated
association to its members;
(b) to enhance governance arrangements for
10 incorporated associations;
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Part 1--Preliminary
s. 2
(c) to revise annual reporting requirements and
audit thresholds;
(d) to repeal the limitations on trading by an
incorporated association;
5 (e) to improve grievance and dispute resolution
procedures for incorporated associations;
(f) to introduce a number of miscellaneous
administrative amendments.
2 Commencement
10 (1) Subject to subsection (2), this Act comes into
operation on a day or days to be proclaimed.
(2) If a provision of this Act does not come into
operation before 1 December 2011, it comes into
operation on that day.
15 3 Principal Act
See: In this Act, the Associations Incorporation Act
Act No.
9713. 1981 is called the Principal Act.
Reprint No. 7
as at
18 September
2007
and
amending
Act Nos
2/2008 and
12/2009.
LawToday:
www.
legislation.
vic.gov.au
__________________
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Part 2--Amendments to Associations Incorporation Act 1981
s. 4
PART 2--AMENDMENTS TO ASSOCIATIONS
INCORPORATION ACT 1981
4 Definitions
(1) In section 3(1) of the Principal Act--
5 (a) insert the following definitions--
"general meeting, of an incorporated
association, means a meeting of the
members of the incorporated
association convened in accordance
10 with its rules and includes a special
general meeting and an annual general
meeting;
office holder, of an incorporated association,
means--
15 (a) a member of the committee;
(b) the secretary;
(c) an employee of the incorporated
association who makes, or
participates in making, decisions
20 that affect the whole, or a
substantial part, of the operations
of the incorporated association;
tier one association has the meaning given
in section 30AB(2);
25 tier three association has the meaning given
in section 30AB(4);
tier two association has the meaning given
in section 30AB(3);";
(b) the definition of prescribed association is
30 repealed.
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(2) In section 3(2) of the Principal Act--
(a) omit "trade or to";
(b) omit "trading or".
(3) Section 3(2)(b) and (c) of the Principal Act is
5 repealed.
5 Authority to apply for incorporation
(1) In section 4(1)(a) of the Principal Act--
(a) for "the State" substitute "Australia";
(b) for "this Act;" substitute "this Act; and".
10 (2) Section 4(1)(b) of the Principal Act is repealed.
6 Application for incorporation
(1) For section 5(a)(ii) of the Principal Act
substitute--
"(ii) the proposed registered address of the
15 proposed incorporated association;".
(2) In section 5(a)(iii) of the Principal Act omit
"in Victoria".
(3) Section 5(b) of the Principal Act is repealed.
7 Rules of association
20 In section 6(a)(i) of the Principal Act for "the
Schedule" substitute "Schedule 1".
8 Application to bring companies etc. under this Act
(1) In section 10(3)(a)(iii) of the Principal Act--
(a) omit "in Victoria";
25 (b) for "the State" substitute "Australia".
(2) Section 10(3)(b)(ii) of the Principal Act is
repealed.
(3) In sections 10(4A)(a) and (6) of the Principal Act
omit "trading or".
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9 Enforceability of rules and purposes
(1) For section 14A(1A)(c) of the Principal Act
substitute--
"(c) do any act that is outside the scope of the
5 purposes of the incorporated association
provided in its rules.".
(2) In section 14A(2)(ab) of the Principal Act for
"its statement of purposes" substitute
"the purposes of the incorporated association
10 provided in its rules".
10 New section 14AB inserted
After section 14A of the Principal Act insert--
"14AB Disciplinary action
(1) This section applies if an incorporated
15 association proposes to take disciplinary
action against a member in respect of that
member's status as a member of the
incorporated association.
(2) Subject to subsections (3) and (4), the
20 procedure (disciplinary procedure) under
which disciplinary action is taken must be in
accordance with the procedure (if any)
provided by the rules of the incorporated
association.
25 (3) In applying the disciplinary procedure, the
incorporated association must ensure that--
(a) the member who is the subject of the
disciplinary procedure--
(i) is informed of the grounds upon
30 which the disciplinary action
against the member is proposed to
be taken; and
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(ii) has been given an opportunity to
be heard in relation to the matter;
and
(b) the outcome of the disciplinary
5 procedure is determined by an unbiased
decision-maker; and
(c) to the extent that doing so is compatible
with paragraphs (a) and (b), the
disciplinary procedure is completed as
10 soon as is reasonably practicable.
(4) A member of an incorporated association
who is the subject of a disciplinary procedure
must not initiate a grievance procedure in
relation to the matter which is the subject of
15 the disciplinary procedure until the
disciplinary procedure has been completed.".
11 Grievance procedures
For section 14B(3) of the Principal Act
substitute--
20 "(3) In applying the grievance procedure, the
incorporated association must ensure that--
(a) each party to the dispute has been given
an opportunity to be heard on the
matter which is the subject of the
25 dispute; and
(b) the outcome of the dispute is
determined by an unbiased decision-
maker.".
12 Rights and liabilities of members
30 After section 15(2) of the Principal Act insert--
"(3) If requested to do so by a member of the
incorporated association, the incorporated
association must permit the member at a
reasonable time to inspect--
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(a) the rules of the incorporated
association;
(b) minutes of general meetings of the
incorporated association.
5 (4) The incorporated association must give a
member of the incorporated association a
copy of anything referred to in subsection (3)
within 7 days if--
(a) the member asks for the copy; and
10 (b) pays the prescribed fee (if any).
(5) An incorporated association must not hold a
general meeting of the incorporated
association unless each member of the
incorporated association whose membership
15 entitles the member to vote at general
meetings--
(a) has been notified of the date, time and
place of the general meeting in the
manner provided by the rules of the
20 incorporated association; and
(b) if the rules of the incorporated
association require that voting by proxy
must be done using a standard form,
has been given that form.
25 (6) An incorporated association does not
contravene subsection (5) if a failure to give
notice or send a proxy form to a member is
accidental or inadvertent.
(7) At any general meeting of an incorporated
30 association, the incorporated association
must not prevent--
(a) any member of the association from
attending the meeting; or
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(b) any member of the incorporated
association whose membership entitles
the member to vote at general meetings
from voting at the meeting.
5 (8) Subsection (7) does not apply in relation to a
member of an incorporated association
whose rights as a member have been
suspended under the rules of the
incorporated association.".
10 13 Powers of incorporated association
(1) In section 16(1) and (2) of the Principal Act omit
"statement of purposes or".
(2) In section 16(3) of the Principal Act omit
"the statement of purposes or".
15 14 New section 19A inserted
After section 19 of the Principal Act insert--
"19A Execution of contract or other document
by signature
(1) An incorporated association may execute a
20 contract or other document, including a
document referred to in section 19(7), if the
contract or document is signed by--
(a) 2 members of the committee; or
(b) if the secretary of the incorporated
25 association is not a member of the
committee, by a member of the
committee and the secretary.
(2) To avoid doubt, subsection (1) applies
whether or not an incorporated association
30 has a common seal.".
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15 Purposes and rules
For section 21(1) of the Principal Act
substitute--
"(1) The purposes of an incorporated association
5 are the purposes provided in the rules of the
incorporated association.".
16 Alteration of rules
(1) In section 22(1) of the Principal Act omit
"its statement of purposes or".
10 (2) In section 22(2) of the Principal Act omit
"the statement of purposes or".
17 First secretary
In section 24(2)(c) of the Principal Act for
"the State" substitute "Australia".
15 18 Secretary
(1) For section 25(1) of the Principal Act
substitute--
"(1) Subject to subsection (1A), if the office of
the secretary of an incorporated association
20 becomes vacant, the incorporated association
must, within 14 days after the vacancy arises,
fill the vacancy in accordance with the rules
of the incorporated association.
(1A) If--
25 (a) under the rules of the incorporated
association, the secretary is elected or
appointed otherwise than by the
committee of the incorporated
association; and
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(b) it is impractical for that election or
appointment to occur within 14 days
after the office of the secretary
becoming vacant--
5 the committee of the incorporated
association must, within 14 days after the
vacancy arising, appoint a person to fill the
vacancy until a person is elected or
appointed to the office in accordance with
10 the rules of the association.".
(2) In section 25(2)(b) of the Principal Act for
"the State" substitute "Australia".
19 New section 27 substituted
For section 27 of the Principal Act substitute--
15 "27 Removal from and vacation of office
(1) A member of the committee of an
incorporated association must retire, and
may be removed from office, as provided by
the rules of the incorporated association.
20 (2) A member of the committee vacates office in
the circumstances (if any) provided in the
rules of the incorporated association and in
any of the following circumstances--
(a) the member of the committee absents
25 himself or herself from 3 consecutive
meetings of the committee without its
leave;
(b) the member of the committee resigns
his or her office by written notice
30 addressed to the committee;
(c) the member of the committee is
removed from office by special
resolution at a general meeting of the
incorporated association;
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(d) the member of the committee--
(i) dies; or
(ii) becomes bankrupt or applies to
take or takes advantage of any law
5 relating to bankrupt or insolvent
debtors or compounds with his or
creditors or makes an assignment
of his or her estate for their
benefit; or
10 (iii) becomes a represented person
within the meaning of the
Guardianship and
Administration Act 1986; or
(iv) ceases to reside in Australia;
15 (e) a statutory manager is appointed under
section 31D to conduct the affairs of
the incorporated association.
(3) In this section, committee member includes
the secretary of the incorporated
20 association.".
20 Address of secretary
In section 28(1) of the Principal Act omit
"in Victoria".
21 New section 29AA inserted
25 After section 29 of the Principal Act insert--
"29AA Use of technology at committee meetings
(1) The committee may hold meetings, or permit
members of the committee to participate in
its meetings, by using any technology that
30 allows members to clearly and
simultaneously communicate with each other
participating member.
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(2) A member of the committee who participates
in a meeting in a manner permitted under
subsection (1) is taken to be present at the
meeting.".
5 22 New section 29A substituted
For section 29A of the Principal Act substitute--
"29A Improper use of information or position
(1) An office holder or former office holder of
an incorporated association must not make
10 improper use of information acquired by
virtue of holding that office--
(a) to gain an advantage for himself or
herself or any other person; or
(b) to cause detriment to the incorporated
15 association.
Note
Under section 37AB, subsection (1) is declared to be
an applied Corporations matter in relation to the
provisions of Part 9.4B (Civil consequences of
20 contravening civil penalty provisions) of the
Corporations Act. The effect of that application is
that subsection (1) is a civil penalty provision and a
person who contravenes this provision may be
ordered to pay a pecuniary penalty of up to $20 000.
25 (2) An office holder of an incorporated
association must not make improper use of
that office--
(a) to gain an advantage for himself or
herself or any other person; or
30 (b) to cause detriment to the incorporated
association.
Note
Under section 37AB, subsection (2) is declared to be
an applied Corporations matter in relation to the
35 provisions of Part 9.4B (Civil consequences of
contravening civil penalty provisions) of the
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Corporations Act. The effect of that application is
that subsection (2) is a civil penalty provision and a
person who contravenes this provision may be
ordered to pay a pecuniary penalty of up to $20 000.
5 (3) An office holder or former office holder of
an incorporated association must not
knowingly or recklessly make improper use
of information in the manner described in
subsection (1).
10 Penalty: 60 penalty units.
(4) An office holder of an incorporated
association must not knowingly or recklessly
make improper use of that office in the
manner described in subsection (2).
15 Penalty: 60 penalty units.
(5) If a person is found guilty of an offence
against subsection (3) or (4), the court, in
addition to imposing any penalty, may order
the person to pay a sum specified by the
20 court to the incorporated association as
compensation.
(6) This section--
(a) has effect in addition to, and not in
derogation of, any rule of law relating
25 to the duty or liability of a person
because of their office or employment
in relation to an incorporated
association; and
(b) does not prevent the commencement of
30 civil proceedings for a contravention of
a duty or in respect of a liability
referred to in paragraph (a).
Note
Under section 1317M of the Corporations Act which
35 is applied by section 37AB, civil proceedings under
Part 9.4B (Civil consequences of contravening civil
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penalty provisions) of the Corporations Act may not
be instituted against a person in respect of conduct for
which the person has been convicted of an offence.".
23 New sections 29AB to 29AD inserted
5 After section 29A of the Principal Act insert--
"29AB Duty of care and diligence
(1) An office holder of an incorporated
association must exercise his or her powers
and discharge his or her duties with the
10 degree of care and diligence that a
reasonable person would if that person--
(a) were an office holder of the
incorporated association in the
circumstances applying at the time of
15 the exercise of the power or the
discharge of the duty; and
(b) occupied the office held by, and had the
same responsibilities within the
incorporated association as, the office
20 holder.
Note
Under section 37AB, subsection (1) is declared to be
an applied Corporations matter in relation to the
provisions of Part 9.4B (Civil consequences of
25 contravening civil penalty provisions) of the
Corporations Act. The effect of that application is
that subsection (1) is a civil penalty provision and a
person who contravenes this provision may be
ordered to pay a pecuniary penalty of up to $20 000.
30 (2) An office holder of an incorporated
association who makes a business judgment
is taken to meet the requirements of
subsection (1), and his or her equivalent
duties at common law and in equity, in
35 respect of the business judgment if the office
holder--
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(a) makes the judgment in good faith for a
proper purpose; and
(b) does not have a material personal
interest in the subject matter of the
5 judgment; and
(c) informs himself or herself about the
subject matter of the judgment to the
extent that he or she reasonably
believes to be appropriate; and
10 (d) rationally believes that the judgment is
in the best interests of the incorporated
association.
(3) For the purposes of subsection (2)--
(a) a business judgment means any
15 decision to take or not take action in
respect of a matter relevant to the
operations of the incorporated
association;
(b) an office holder's belief that a business
20 judgment is in the best interests of the
incorporated association is a rational
belief unless the belief is one that no
reasonable person in the position of the
office holder would hold.
25 (4) This section--
(a) has effect in addition to, and not in
derogation of, any rule of law relating
to the duty or liability of a person
because of their office or employment
30 in relation to an incorporated
association; and
(b) does not prevent the commencement of
civil proceedings for a contravention of
a duty or in respect of a liability
35 referred to in paragraph (a).
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(5) Subsection (4) does not apply to subsections
(2) and (3) to the extent to which they
operate on the duties at common law and in
equity that are equivalent to the requirements
5 under subsection (1).
29AC Duty of good faith and proper purpose
(1) An office holder of an incorporated
association must exercise his or her powers
and discharge his or her duties--
10 (a) in good faith in the best interests of the
incorporated association; and
(b) for a proper purpose.
Note
Under section 37AB, subsection (1) is declared to be
15 an applied Corporations matter in relation to the
provisions of Part 9.4B (Civil consequences of
contravening civil penalty provisions) of the
Corporations Act. The effect of that application is
that subsection (1) is a civil penalty provision and a
20 person who contravenes this provision may be
ordered to pay a pecuniary penalty of up to $20 000.
(2) This section--
(a) has effect in addition to, and not in
derogation of, any rule of law relating
25 to the duty or liability of a person
because of their office or employment
in relation to an incorporated
association; and
(b) does not prevent the commencement of
30 civil proceedings for a contravention of
a duty or in respect of a liability
referred to in paragraph (a).
Note
Under section 37AH, an incorporated association that
35 is insolvent is declared to be an applied Corporations
matter in relation to the provisions of Part 5.7B
(Recovering property or compensation for the benefit
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of creditors of insolvent company) of the
Corporations Act. Under section 588G of Part 5.7B,
the contravention of the duty to avoid insolvent
trading is an offence. Also, section 588G is a civil
5 penalty provision for the purposes of Part 9.4B (Civil
consequences of contravening civil penalty
provisions) of the Corporations Act.
29AD Reliance on information or advice
(1) This section applies if the reasonableness of
10 an office holder's reliance on information or
advice given to the office holder arises in a
proceeding brought to determine whether the
office holder has performed a duty under this
Act or an equivalent common law duty.
15 (2) Unless the contrary is proved, the office
holder's reliance on the information or advice
is taken to be reasonable if--
(a) the information or advice was given or
prepared by--
20 (i) an employee of the incorporated
association whom the office
holder reasonably believed to be
reliable and competent in relation
to the matters concerned; or
25 (ii) a professional advisor or expert in
relation to the matters that the
office holder reasonably believed
to be within that person's
professional or expert
30 competence; or
(iii) another office holder in relation to
matters within the other office
holder's authority; or
(iv) a committee of the incorporated
35 association of which the office
holder was not a member in
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relation to matters within the
committee's authority; and
(b) the reliance was made--
(i) in good faith; and
5 (ii) after making an independent
assessment of the information and
advice, having regard to the office
holder's knowledge of the
incorporated association and the
10 complexity and structure of the
incorporated association.".
24 Disclosure of interest
(1) In section 29B(1) of the Principal Act for "any
direct or indirect pecuniary interest in a contract,
15 or proposed contract, with the incorporated
association" substitute "a material personal
interest in a matter that is being considered at a
committee meeting".
(2) In section 29B(1)(b) of the Principal Act for
20 "contract" substitute "matter".
(3) In section 29B(2) and (3) of the Principal Act for
"pecuniary interest" (wherever occurring)
substitute "material personal interest".
25 Voting on contract in which committee member has
25 interest
(1) Insert the following heading to section 29C of the
Principal Act--
"Matter in which committee member has
interest".
30 (2) For section 29C(1) of the Principal Act
substitute--
"(1) A member of the committee of an
incorporated association who has a material
personal interest in a matter that is being
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considered at a committee meeting must
not--
(a) be present while the matter is being
considered at the meeting; or
5 (b) vote on the matter.
Penalty: 10 penalty units.".
(3) In section 29C(2) of the Principal Act for
"pecuniary interest" substitute "material personal
interest".
10 (4) After section 29C(2) of the Principal Act insert--
"(3) If there are not enough committee members
to form a quorum to consider a matter
because of subsection (1), one or more
committee members (including those who
15 have a material personal interest in the
matter) may call a general meeting and the
general meeting may pass a resolution to
deal with the matter.".
26 New section 29E inserted
20 After section 29D of the Principal Act insert--
"29E Indemnity of committee members
(1) An incorporated association must indemnify
each member of the committee against any
liability incurred in good faith by the
25 member of the committee on behalf of the
incorporated association in the course of
performing his or her duties as a member.
(2) For the purposes of subsection (1), a member
of the committee includes the secretary of
30 the incorporated association whether or not
the secretary is a member of the committee.".
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s. 27
27 New section 30AA inserted
After the heading to Part VI of the Principal Act
insert--
"30AA Use of technology at general meetings
5 (1) An incorporated association may hold its
general meetings, or permit members to take
part in its general meetings, by using any
technology that allows members to clearly
and simultaneously communicate with each
10 other participating member.
(2) A member of the incorporated association
who participates in a general meeting in a
manner permitted under subsection (1) is
taken to be present at the meeting and, if the
15 person votes at the meeting, is taken to have
voted in person.".
28 Annual general meeting
(1) In section 30(3) of the Principal Act for "the
incorporated association shall submit to its
20 members" substitute "the committee must submit
to the members".
(2) For section 30(3A)(b) of the Principal Act
substitute--
"(b) have attached a certificate in the prescribed
25 form signed by the Treasurer and one other
member of the committee of the incorporated
association certifying that that is the case;
and
(c) in the case of a tier two association, be
30 accompanied by the report of the review of
its accounts provided in accordance with
section 30BA(2)(b); and
(d) in the case of a tier three association, be
accompanied by the accounts audited in
35 accordance with section 30B.".
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Part 2--Amendments to Associations Incorporation Act 1981
s. 29
(3) After section 30(3B) of the Principal Act insert--
"(3C) The committee must ensure that the minutes
of the annual general meeting include a copy
of the statements submitted to the members
5 under subsection (3).".
(4) In section 30(4)(aa) of the Principal Act for
"prescribed association" substitute "tier three
association".
(5) After section 30(4)(aa) of the Principal Act
10 insert--
"(ab) in the case of a tier two association,
accompanied by a copy of the accounts and a
copy of the report of the review of its
accounts provided in accordance with section
15 30BA(2)(b); and".
29 New section 30AB inserted
After section 30A of the Principal Act insert--
"30AB Tier one, tier two and tier three
associations
20 (1) For the purposes of the requirements under
this Act relating to accounting records for a
financial year, an incorporated association
falls within one of three tiers as specified in
subsections (2), (3) and (4).
25 (2) A tier one association is an incorporated
association--
(a) that has a total revenue of less than the
prescribed amount or, if no amount is
prescribed, less than $250 000; or
30 (b) that the Registrar has declared under
subsection (5) to be a tier one
association.
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Part 2--Amendments to Associations Incorporation Act 1981
s. 29
(3) A tier two association is an incorporated
association--
(a) to which neither subsection (2) or (4)
applies; or
5 (b) that the Registrar has declared under
subsection (5) to be a tier two
association.
(4) A tier three association is an incorporated
association that has a total revenue of more
10 than the prescribed amount or, if no amount
is prescribed, more than $1 000 000.
(5) On application by an incorporated
association, the Registrar may, for the
purposes of a financial year, declare the
15 incorporated association to be--
(a) a tier one association; or
(b) a tier two association.
(6) The Registrar may make a declaration under
subsection (5) only if the Registrar is
20 satisfied that unusual and non-recurring
circumstances have occurred that warrant
doing so.
(7) An application by an incorporated
association to the Registrar for a declaration
25 under subsection (5) must be made within
3 months after the end of the financial year.
(8) In this section, total revenue, of an
incorporated association, means the total
income of the incorporated association
30 during the last financial year from all the
activities of the incorporated association
before any expenses, including the cost to
the incorporated association of goods sold by
it, are deducted but excluding any income
35 received as capital.".
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Part 2--Amendments to Associations Incorporation Act 1981
s. 30
30 Accounts of prescribed associations
(1) Insert the following heading to section 30B of the
Principal Act--
"Accounts of tier three associations".
5 (2) In section 30B(1) of the Principal Act for
"prescribed association" substitute "tier three
association".
(3) For section 30B(1)(c) of the Principal Act
substitute--
10 "(c) a person who is a member of, and holds a
current practising certificate from--
(i) CPA Australia; or
(ii) the Institute of Chartered Accountants
in Australia; or
15 (iii) the National Institute of Accountants;
or".
(4) In section 30B(1A) of the Principal Act for
"prescribed association" substitute "tier three
association".
20 (5) In section 30B(2A) of the Principal Act for
"prescribed association or a class of prescribed
associations" substitute "tier three association or
a class of tier three associations".
(6) In section 30B(3) of the Principal Act for
25 "prescribed association" substitute "tier three
association".
31 New sections 30BA and 30BB inserted
After section 30B of the Principal Act insert--
"30BA Accounts of tier two associations
30 (1) A tier two association must, after the end of
each financial year of the incorporated
association, have its accounts reviewed by--
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Part 2--Amendments to Associations Incorporation Act 1981
s. 31
(a) a person who is a member of, and holds
a current practising certificate from--
(i) CPA Australia; or
(ii) the Institute of Chartered
5 Accountants in Australia; or
(iii) the National Institute of
Accountants; or
(b) any other person who is approved by
the Registrar to provide such a
10 statement.
Penalty: 10 penalty units.
(2) If a person conducts a review of an
incorporated association for the purposes of
subsection (1)--
15 (a) the review must be conducted in
accordance with the Australian
Accounting Standards issued by the
Auditing and Assurance Standards
Board as in force from time to time;
20 and
(b) the person who conducts the review
must provide the incorporated
association with a written report of the
review.
25 (3) A person must not review the accounts of an
incorporated association for the purposes of
subsection (1) if the person is--
(a) a member of the committee of the
incorporated association; or
30 (b) an employer or employee of a member
of the committee; or
(c) a member of the same partnership as a
member of the committee; or
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Part 2--Amendments to Associations Incorporation Act 1981
s. 31
(d) an employee of the incorporated
association.
(4) A tier two association must keep all
accounting records of the incorporated
5 association for a period of 7 years after the
completion of the transactions to which they
relate.
Penalty: 5 penalty units.
(5) An incorporated association may apply in
10 writing to the Registrar for an exemption
from the requirement under subsection (1).
(6) The Registrar may grant the exemption
subject to any conditions the Registrar thinks
fit.
15 (7) The Registrar may at any time, by notice in
writing, vary or revoke an exemption under
this section.
30BB Additional audits and checks required by
members of tier one or tier two
20 associations
(1) A tier one association must have its accounts
reviewed by an independent accountant if--
(a) at a general meeting of the incorporated
association, a majority of the members
25 present at the meeting vote to do so; or
(b) the incorporated association is directed
by the Registrar in writing to do so.
Penalty: 10 penalty units.
(2) A tier one or tier two association must have
30 its accounts audited by an independent
accountant if--
(a) at a general meeting of the incorporated
association, a majority of the members
present at the meeting vote to do so; or
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Part 2--Amendments to Associations Incorporation Act 1981
s. 32
(b) the incorporated association is directed
by the Registrar in writing to do so.
Penalty: 10 penalty units.
(3) For the purposes of this section an
5 accountant is not independent if the
accountant is--
(a) a member of the committee of the
incorporated association; or
(b) an employer or employee of a member
10 of the committee; or
(c) a member of the same partnership as a
member of the committee; or
(d) an employee of the incorporated
association.".
15 32 Amalgamation of incorporated associations
(1) In section 31(2) of the Principal Act omit "and the
statement of purposes".
(2) Section 31(3)(a) of the Principal Act is repealed.
(3) In section 31(3)(d)(ia) of the Principal Act--
20 (a) omit "in Victoria";
(b) for "the State" substitute "Australia".
(4) In section 31(4) of the Principal Act omit "the
proposed statement of purposes and".
(5) For section 31(5) of the Principal Act
25 substitute--
"(5) On the grant of a certificate of incorporation
under this section--
(a) the bodies corporate previously
constituted by the amalgamating
30 incorporated associations are taken to
be subsumed in the body corporate
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Part 2--Amendments to Associations Incorporation Act 1981
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constituted by the new incorporated
association; and
(b) the property of each amalgamating
incorporated association vests in the
5 incorporated association formed by the
amalgamation on and from the
amalgamation and, by force of this
subsection, without the necessity for
any conveyance, transfer or
10 assignment; and
(c) the incorporated association formed by
the amalgamation is, by force of this
subsection, substituted as a party to any
arrangement or contract entered into by
15 or on behalf of any of the
amalgamating incorporated associations
as a party and in force immediately
before the date on which the certificate
is granted.".
20 (6) After section 31(7) of the Principal Act insert--
"(8) A reference in a will to an incorporated
association that was a party to an
amalgamation under this section must, unless
the will otherwise provides, be construed as
25 a reference to the incorporated association
formed by the amalgamation.".
33 Effect of appointment of statutory manager
(1) In section 31E(1) of the Principal Act after
"committee members" insert "and the secretary".
30 (2) In section 31E(2) of the Principal Act after
"committee member" insert "or the secretary".
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s. 34
34 Repeal of Part VIIAC
Part VIIAC of the Principal Act is repealed.
Note
Section 31M (the sole provision of Part VIIAC) has been replaced
5 by section 37AD of new Part VIIIAA which consolidates the
various provisions relating to the declaration of applied
Corporations legislation matters.
35 Voluntary winding up
At the foot of section 33 of the Principal Act
10 insert--
"Note
Under sections 37AE and 37AG, the voluntary winding up
of an incorporated association is declared to be an applied
Corporations matter in relation to, respectively, the
15 provisions of Part 5.5 (Voluntary winding up) and Part 5.6
(Winding up generally) of the Corporations Act. As such,
the voluntary winding up of an incorporated association is
subject to any requirements under those provisions.".
36 Winding up by the court
20 (1) Section 34(1)(c) of the Principal Act is repealed.
(2) In section 34(1)(d) and (e) of the Principal Act
omit "traded (except in accordance with
section 51) or".
37 Winding up on certificate of Registrar
25 In section 35(2)(c) and (d) of the Principal Act
omit "traded (except in accordance with
section 51) or".
38 Repeal of section 36C
Section 36C of the Principal Act is repealed.
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s. 39
39 Repeal of Division 4 of Part VIII
Division 4 of Part VIII of the Principal Act is
repealed.
Note
5 Section 36D (the sole provision of Division 4 of Part VIII) has
been replaced by sections 37AE and 37AG of new Part VIIIAA
which consolidates the various provisions relating to the
declaration of applied Corporations legislation matters.
40 Cancellation of incorporation by the Registrar
10 In section 36EC(3) of the Principal Act for "of the
validity of the information provided in the
declaration under section 36EA" substitute
"that the circumstances set out in section 36EA
exist in respect of the incorporated association".
15 41 New Part VIIIAA inserted
After Part VIII of the Principal Act insert--
'PART VIIIAA--DECLARATION OF APPLIED
CORPORATIONS LEGISLATION
Note
20 Part 3 of the Corporations (Ancillary Provisions) Act
2001 provides for the application of provisions of the
Corporations Act and Part 3 of the ASIC Act as laws of the
State in respect of any matter declared by a law of the State
(whether with or without modification) to be an applied
25 Corporations legislation matter for the purposes of that Part
in relation to those Commonwealth provisions.
Division 1--General
37AA Common modifications
(1) For the purposes of any matter declared
30 under this Part to be an applied Corporations
legislation matter, the following
modifications to the text of the Corporations
Act apply--
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Part 2--Amendments to Associations Incorporation Act 1981
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(a) a reference to a company or body is to
be read as a reference to an
incorporated association;
(b) a reference to the incorporation of a
5 body is to be read as the incorporation
of an association under this Act;
(c) a reference to the deregistration of a
company is to be read as a reference to
the cancellation of incorporation of an
10 association under Division 5 of
Part VIII under this Act;
(d) a reference to the directors of a
company is to be read as a reference to
the members of the committee of an
15 incorporated association;
(e) a reference to the board of a body
corporate is to be read as a reference to
the committee of an incorporated
association;
20 (f) a reference to the secretary of a
company is to be read as a reference to
the secretary of an incorporated
association;
(g) a reference to the principal place of
25 business of a company is to be read as a
reference to the registered address of an
incorporated association;
(h) a reference to a company carrying on
business or having a place of business
30 is to be read as a reference to an
incorporated association pursuing its
purposes;
(i) a reference to ASIC is to be read as a
reference to the Registrar;
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(j) a reference to a document in the
prescribed form is to be read as a
reference to a document in the
corresponding form prescribed under
5 the Corporations Act with all necessary
modifications;
(k) a reference to the Court is to be read as
a reference to the Supreme Court;
(l) a reference to the lodgement of a
10 document is to be read as a reference to
lodgement of a document with the
Registrar;
(m) a reference to a company's constitution
is to be read as a reference to an
15 incorporated association's rules;
(n) a reference to a special resolution is to
be read as a reference to a special
resolution within the meaning of this
Act;
20 (o) a reference to an officer of a company
is to be read as a reference to an office
holder of an incorporated association
and, where applicable, a reference to a
past officer is a reference to a past
25 office holder of the committee of an
incorporated association;
(p) a reference to a contributory of a
company is to be read as a reference to
a member of an incorporated
30 association;
(q) a reference to a registered liquidator is
to be read as a reference to a person
registered as a liquidator under section
1282(2) of the Corporations Act;
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s. 41
(r) a reference to a registered company
auditor is to be read as a reference to a
person permitted to audit the accounts
of an incorporated association under
5 this Act.
(2) For the purposes of any matter declared
under this Part to be an applied Corporations
legislation matter, a reference in a provision
of the Corporations Act to "this Act" is to be
10 read as a reference to--
(a) the provisions of the Corporations Act
declared to apply to the matter, with the
modifications to which the declaration
is made subject; and
15 (b) the provisions of the Corporations Act
that are taken to apply to the matter by
virtue of section 19(1) of the
Corporations (Ancillary Provisions)
Act 2001.
20 Division 2--Civil penalty provisions
37AB Civil penalties applying to office holders
(1) This section applies to the following
provisions--
(a) section 29A(1) (improper use of
25 information);
(b) section 29A(2) (improper use of
position);
(c) section 29AB(1) (breach of duty of care
and diligence);
30 (d) section 29AC (breach of duty of good
faith and proper purpose).
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s. 41
(2) The provisions referred to in subsection (1)
are declared to be an applied Corporations
matter for the purposes of Part 3 of the
Corporations (Ancillary Provisions) Act
5 2001 in relation to the provisions of
Part 9.4B (Civil consequences of
contravening civil penalty provisions) of the
Corporations Act subject to the following
modifications--
10 (a) the modifications referred to in section
37AA, other than section 37AA(1)(i);
(b) a reference to the provisions specified
in section 1317E(1) of the Corporations
Act is to be read as a reference to the
15 provisions referred to in subsection (1);
(c) a reference to a pecuniary penalty in
section 1317G(1) of the Corporations
Act is to be read as a reference to
$20 000;
20 (d) a reference to ASIC is to be read as a
reference to the Director of Consumer
Affairs Victoria;
(e) any other modifications (within the
meaning of Part 3 of the Corporations
25 (Ancillary Provisions) Act 2001) that
are prescribed by the regulations.
Division 3--Receivership, administration and
winding up of incorporated association
37AC Receivers and other controllers of
30 property of incorporated association
The entering into possession or assumption
of control of any property of an incorporated
association by a receiver or any other
controller is declared to be an applied
35 Corporations matter for the purposes of
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Part 2--Amendments to Associations Incorporation Act 1981
s. 41
Part 3 of the Corporations (Ancillary
Provisions) Act 2001 in relation to the
provisions of Part 5.2 (Receivers, and other
controllers, of property of corporations) of
5 the Corporations Act subject to the following
modifications--
(a) the modifications referred to in
section 37AA;
(b) any applicable modifications referred to
10 in section 37AJ;
(c) any other modifications (within the
meaning of Part 3 of the Corporations
(Ancillary Provisions) Act 2001)
prescribed by the regulations.
15 37AD Voluntary administration
The voluntary administration of an
incorporated association is declared to be an
applied Corporations legislation matter for
the purposes of Part 3 of the Corporations
20 (Ancillary Provisions) Act 2001 in relation
to Part 5.3A (Administration of a company's
affairs with a view to executing a deed of
company arrangement) of the Corporations
Act, subject to the following modifications--
25 (a) the modifications referred to in
section 37AA;
(b) any applicable modifications referred to
in section 37AJ;
(c) any other modifications (within the
30 meaning of Part 3 of the Corporations
(Ancillary Provisions) Act 2001)
prescribed by the regulations.
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Part 2--Amendments to Associations Incorporation Act 1981
s. 41
37AE Voluntary winding up
The winding up of an incorporated
association under Division 1 of Part VIII is
declared to be an applied Corporations
5 legislation matter for the purposes of Part 3
of the Corporations (Ancillary Provisions)
Act 2001 in relation to the provisions of
Part 5.5 (Voluntary winding up) of the
Corporations Act, subject to the following
10 modifications--
(a) the modifications referred to in
section 37AA;
(b) any applicable modifications referred to
in section 37AJ;
15 (c) any other modifications (within the
meaning of Part 3 of the Corporations
(Ancillary Provisions) Act 2001)
prescribed by the regulations.
37AF Winding up by the court
20 The winding up of an incorporated
association by the court under Division 2 of
Part VIII is declared to be an applied
Corporations legislation matter for the
purposes of Part 3 of the Corporations
25 (Ancillary Provisions) Act 2001 in relation
to the provisions of Parts 5.4 (Winding up in
insolvency) and 5.4B (Winding up in
insolvency or by the court) of the
Corporations Act, subject to the following
30 modifications--
(a) the modifications referred to in
section 37AA;
(b) any applicable modifications referred to
in section 37AJ;
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Part 2--Amendments to Associations Incorporation Act 1981
s. 41
(c) any other modifications (within the
meaning of Part 3 of the Corporations
(Ancillary Provisions) Act 2001)
prescribed by the regulations.
5 37AG Winding up generally
The winding up of an incorporated
association under Part VIII is declared to be
an applied Corporations legislation matter
for the purposes of Part 3 of the
10 Corporations (Ancillary Provisions) Act
2001 in relation to the provisions of Part 5.6
(Winding up generally) of the Corporations
Act, subject to the following modifications--
(a) the modifications referred to in
15 section 37AA;
(b) any applicable modifications referred to
in section 37AJ;
(c) any other modifications (within the
meaning of Part 3 of the Corporations
20 (Ancillary Provisions) Act 2001)
prescribed by the regulations.
37AH Insolvency
(1) An incorporated association that is insolvent
is declared to be an applied Corporations
25 matter for the purposes of Part 3 of the
Corporations (Ancillary Provisions) Act
2001 in relation to the provisions of
Part 5.7B (Recovering property or
compensation for the benefit of creditors of
30 insolvent company) of the Corporations Act
subject to the following modifications--
(a) the modifications referred to in
section 37AA;
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(b) the text of section 588E of the
Corporations Act is modified as
follows--
(i) a reference to financial records is
5 to be read as reference to
accounting records;
(ii) a reference to keep is to be read as
reference to maintain;
(iii) a reference to subsection 286(1) is
10 to be read as a reference to
section 30A of this Act;
(iv) a reference to subsection 286(2) is
to be read as a reference to
section 30B(3) of this Act;
15 (c) a reference in section 588FJ(1) of the
Corporations Act to a company being
wound up in insolvency is to be read as
an incorporated association being
wound up under sections 459A
20 and 459P of the Corporations Act as
applied by section 37AF of this Act;
(d) section 588Z of the Corporations Act is
omitted;
(e) any applicable modifications referred to
25 in section 37AJ;
(f) any other modifications (within the
meaning of Part 3 of the Corporations
(Ancillary Provisions) Act 2001) that
are prescribed by the regulations.
30 (2) To the extent Part 9.4B (Civil consequences
of contravening civil penalty provisions) of
the Corporations Act applies to a
contravention of section 588G of the
Corporations Act by virtue of section
35 19(1)(c) of the Corporations (Ancillary
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Part 2--Amendments to Associations Incorporation Act 1981
s. 41
Provisions) Act 2001 the application of that
Part is subject to the following
modifications--
(a) the modifications referred to in section
5 37AA, other than section 37AA(1)(i);
(b) a reference to a pecuniary penalty in
section 1317G(1) of the Corporations
Act is to be read as a reference to
$20 000;
10 (c) a reference to ASIC is to be read as a
reference to the Director of Consumer
Affairs Victoria;
(d) any other modifications (within the
meaning of Part 3 of the Corporations
15 (Ancillary Provisions) Act 2001) that
are prescribed by the regulations.
37AI General
Any matter declared under this Division to
be an applied Corporations legislation matter
20 is, in addition, an applied Corporations
legislation matter for the purposes of Part 3
of the Corporations (Ancillary Provisions)
Act 2001 in relation to Part 5.8 (Offences),
Part 5.8A (Employee entitlements) and
25 Part 5.9 (Miscellaneous) of the Corporations
Act subject to the following modifications--
(a) the modifications referred to in
section 37AA;
(b) any applicable modifications referred to
30 in section 37AJ;
(c) any other modifications (within the
meaning of Part 3 of the Corporations
(Ancillary Provisions) Act 2001) that
are prescribed by the regulations.
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Part 2--Amendments to Associations Incorporation Act 1981
s. 41
Division 4--Offences under applied
Corporations Act provisions
37AJ Offence under applied provisions
(1) A provision of the Corporations Act as
5 applied under this Part that is specified in
Column 2 of Schedule 2 is subject to any
modifications specified opposite in
Column 3.
(2) A contravention of a provision of the
10 Corporations Act specified in Column 2 of
Schedule 3, is taken to be an offence against
this Act and subject to the penalty specified
opposite in Column 3.
(3) To avoid doubt--
15 (a) section 1311 of, and Schedule 3 to, the
Corporations Act do not apply to a
provision referred to in subsection (2);
and
(b) the penalty referred to in subsection (2)
20 applies despite section 20(2)(a) of the
Corporations (Ancillary Provisions)
Act 2001.
37AK Commonwealth Criminal Code does not
apply
25 (1) For the purposes of any proceedings for a
contravention of a provision referred to in
section 37AJ(2), the Criminal Code of the
Commonwealth does not apply.
(2) As a consequence of subsection (1), a note to
30 an applied provision that refers to a provision
of the Criminal Code of the Commonwealth
must be disregarded.
__________________'.
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s. 42
42 Register
(1) For section 39(1B)(n) of the Principal Act
substitute--
"(n) whether, for the purposes of the last financial
5 year, the incorporated association is a tier
one association, a tier two association or a
tier three association;".
(2) Section 39(1B)(o) of the Principal Act is
repealed.
10 43 New section 43 substituted
For section 43 of the Principal Act substitute--
"43 Records and documents in a language
other than English
(1) The records of an incorporated association
15 may be kept in any language.
(2) A certified English translation of any record
of an incorporated association not kept in
English must be made available within a
reasonable time on the request of--
20 (a) a member of the incorporated
association; or
(b) the Registrar, or anyone else who is
entitled to inspect the record.
(3) If under this Act a person gives to or lodges
25 with the Registrar a document not written in
English, the person must at the same time
give to or lodge with the Registrar a certified
English translation of the document.
(4) In this section--
30 certified, in relation to a translation of a
record or document, means certified by
a statement in writing to be a correct
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 44
translation of the record or document
into English;
document means any rules, trust or other
document and includes a copy of a
5 document;
records, of an incorporated association,
include--
(a) the minutes of general meetings
and committee meetings of the
10 association;
(b) the accounting records of the
incorporated association.".
44 Evidentiary provisions
For section 44(1)(d) of the Principal Act
15 substitute--
"(d) that a copy of the rules of, or trusts relating
to, an incorporated association is a true copy
of the rules or trusts as at a date specified in
the certificate--".
20 45 Incorporated association not to trade etc.
(1) Insert the following heading to section 51 of the
Principal Act--
"Incorporated association not to secure
pecuniary profit for members".
25 (2) Section 51(1)(a) of the Principal Act is repealed.
(3) In section 51(1)(c) of the Principal Act omit
"trade or".
(4) In section 51(3) of the Principal Act omit
"trading or".
30 (5) Section 51(4), (5) and (6) of the Principal Act are
repealed.
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 46
46 Incorporated association excluded from
Corporations legislation
(1) In section 53(2)(b) of the Principal Act for "Act."
substitute "Act;".
5 (2) After section 53(2)(b) of the Principal Act
insert--
"(c) for the purposes of Division 5 of Part 5.7B of
the Corporations Act and in respect of the
definition of corporation applying for the
10 purposes of that Division.".
47 Qualified privilege of auditor, statutory manager
and administrator
(1) In the heading to section 53C of the Principal Act
omit "of auditor, statutory manager and
15 administrator".
(2) At the end of section 53C of the Principal Act
insert--
"(2) An independent accountant who conducts a
review of the accounts of an incorporated
20 association under section 30BA or 30BB has
qualified privilege in respect of a statement
made by the person, whether orally or in
writing, in the course of conducting that
review.
25 (3) A person has qualified privilege in respect of
publishing a document that--
(a) is prepared by an auditor for the
purposes of this Act; or
(b) is required by or under this Act to be
30 lodged, regardless of whether or not the
document has been lodged.".
48 Regulations
In section 54(2)(c) of the Principal Act for "the
Schedule" substitute "Schedule 1".
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 49
49 New section 57 inserted
After section 56 of the Principal Act insert--
"57 Transitional provisions--Associations
Incorporation Amendment Act 2010
5 The statement of purposes of an incorporated
association that, immediately before the
commencement of section 6 of the
Associations Incorporation Amendment
Act 2010, is included in the register under
10 section 39 as the current statement of
purposes of the incorporated association, is
on that commencement taken to be part of
the rules of the incorporated association until
such time as an alteration of those rules is
15 approved by the Registrar."
50 New Schedules 1 to 3 substituted
For the Schedule to the Principal Act substitute--
"__________________
SCHEDULES
20 SCHEDULE 1
Sections 6 and 54(2)(c)
MATTERS TO BE PROVIDED FOR IN THE
RULES OF AN INCORPORATED
ASSOCIATION
25 The Association
1 The name of the incorporated association.
2 The purposes of the incorporated association.
Membership
3 The qualifications (if any) for membership of
30 the incorporated association.
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 50
4 The entrance fees, subscriptions and other
amounts (if any) to be paid by members of
the incorporated association.
5 The rights, obligations and liabilities of
5 members.
6 Provisions for the resignation of a member or
cessation of membership.
7 The procedure (if any) for the disciplining of
members and the mechanism (if any) for
10 appearances by members in respect of
disciplinary action taken against them.
8 The grievance procedures for settling
disputes under the rules between the
incorporated association and any of its
15 members or between a member and any
other member.
Management and record keeping
9 The name, membership and powers of the
committee or other body having the
20 management of the incorporated association
(in this paragraph referred to as the
committee) and--
(a) the election or appointment of members
of the committee;
25 (b) the terms of office of members of the
committee;
(c) the grounds on which, or reasons for
which, the office of a member of the
committee becomes vacant;
30 (d) the filling of casual vacancies occurring
within the committee;
(e) the quorum and procedure at meetings
of the committee.
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 50
10 The procedures for the appointment and
removal of the secretary of the incorporated
association.
11 The custody of records, securities and other
5 relevant documents of the incorporated
association.
12 Provisions for the custody and use of the
common seal (if any) of the incorporated
association.
10 13 Provision for members to have access to, and
to be able to obtain copies of, the records,
securities and other relevant documents of
the incorporated association.
14 The preparation and retention of accurate
15 minutes of--
(a) general meetings of the incorporated
association; and
(b) meetings of the committee or other
body having the management of the
20 incorporated association.
15 Provision for members to have access to, and
to be able to obtain copies of, minutes of
general meetings of the incorporated
association, including financial statements
25 submitted at a general meeting.
16 Right of access (if any) by members to
minutes of meetings of the committee,
including any terms and conditions subject to
which access may be granted.
30 Meetings
17 The intervals between general meetings of
members of the incorporated association and
the manner of calling general meetings.
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 50
18 The quorum and procedure at general
meetings and whether members are entitled
to vote by proxy at general meetings.
19 The time within which, and the manner in
5 which, notices of general meetings and
notices of motion must be given, published
or circulated.
Funds
20 The sources from which the funds of the
10 incorporated association are to be or may be
derived.
21 The manner in which the funds of the
incorporated association must be managed
and, in particular, the mode of drawing and
15 signing cheques on behalf of the
incorporated association.
Alteration of rules
22 The manner of altering and rescinding the
rules of the incorporated association and of
20 making additional rules.
Winding up and dissolution
23 The disposition of any surplus assets on the
winding up or dissolution of the incorporated
association.
25 Note
The rules of an incorporated association may not
make provision for the distribution of its surplus
assets on the winding up or dissolution of the
incorporated association except as may be permitted
30 by this Act.
__________________
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 50
SCHEDULE 2
Section 37AJ(1)
MODIFICATION OF APPLIED OFFENCE
PROVISIONS OF CORPORATIONS ACT
Column 1 Column 2 Column 3
Provision of
Corporations Modification to applied
Item Act provision
1 428 Subsection (3) is deleted
2 437C Subsection (1B) is deleted
3 438B Subsection (5) is deleted
4 438C Subsection (7) is deleted
5 446C Subsection (10) is deleted
6 448B Subsection (3) is deleted
7 448C Subsection (1A) is deleted
8 450E Subsection (3) is deleted
9 471A Subsection (2B) is deleted
10 475 Subsection (10) is deleted
11 497 Subsection (7A) is deleted
12 530A Subsection (6A) is deleted
13 530B Subsection (6B) is deleted
14 532 Subsection (10) is deleted
15 541 Subsection (2) is deleted
16 588G Subsection (3B) is deleted
17 590 Subsection (2) is deleted
18 592 Subsections (1A) and (6A)
are deleted
19 595 Subsection (2) is deleted
20 596 Subsection (2) is deleted
5 __________________
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 50
SCHEDULE 3
Section 37AJ(2)
PENALTIES FOR OFFENCES UNDER APPLIED
PROVISIONS OF CORPORATIONS ACT
Column 1 Column 2 Column 4
Provision of
Corporations
Item Act Penalty
1 428(1) 10 penalty units
2 428(2) 10 penalty units
3 437C(1) 20 penalty units
4 437D(5) 20 penalty units
5 438B(4) 60 penalty units
6 438C(5) 60 penalty units
7 446C(4) 20 penalty units
8 448B(1) 20 penalty units
9 448C(1) 20 penalty units
10 448D 20 penalty units
11 450E(1) 10 penalty units
12 450E(2) 10 penalty units
13 471A 20 penalty units
14 475 20 penalty units
15 486A(8) 120 penalty units or
imprisonment for 1 year or
both
16 494 60 penalty units
17 497 10 penalty units
18 530A(6) 60 penalty units
19 530B(3) 60 penalty units
20 530B(6) 60 penalty units
21 532 10 penalty units
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Associations Incorporation Amendment Bill 2010
Part 2--Amendments to Associations Incorporation Act 1981
s. 50
Column 1 Column 2 Column 4
Provision of
Corporations
Item Act Penalty
22 541(1) 10 penalty units
23 588G(3) 240 penalty units
24 590(1) 60 penalty units
25 590(5) 120 penalty units
26 592(1) 60 penalty units
27 592(6) 120 penalty units
28 595(1) 10 penalty units
29 596(1) 120 penalty units or
imprisonment for 1 year or
both
30 596AB(1) 240 penalty units or
imprisonment for 2 years
31 596F(3) 60 penalty units
32 597(6) 120 penalty units or
imprisonment for 1 year or
both
33 597(7) 120 penalty units
34 597(10A) 120 penalty units
35 597(13) 60 penalty units
36 597A(3) 120 penalty units or
imprisonment for 1 year or
both
".
__________________
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Associations Incorporation Amendment Bill 2010
Part 3--Amendments to Associations Incorporation Amendment Act 2009
s. 51
PART 3--AMENDMENTS TO ASSOCIATIONS
INCORPORATION AMENDMENT ACT 2009
51 Amendment of Part 3
See: (1) In section 32(1) of the Associations
Act No.
5 12/2009. Incorporation Amendment Act 2009 omit "27,"
Statute Book: and "31M(2)(c), 36D(3)(c),".
www.
legislation. Note
vic.gov.au
Section 32(1) of the Associations Incorporation
Amendment Act 2009 amends sections 27, 31M(2)(c) and
10 36D(3)(c) of the Associations Incorporation Act 1981.
Sections 27, 31M and 36D are substituted or repealed in
Part 2 of this Act.
(2) Section 32(8) of the Associations Incorporation
Amendment Act 2009 is repealed.
15 Note
Section 32(8) of the Associations Incorporation
Amendment Act 2009 substitutes the heading of section 27
of the Associations Incorporation Act 1981. Section 27 is
substituted in Part 2 of this Act.
20 52 Repeal of Part 4
Part 4 of the Associations Incorporation
Amendment Act 2009 is repealed.
Note
Part 4 of the Associations Incorporation Amendment Act 2009
25 inserts certain new items in the Schedule of the Associations
Incorporation Act 1981. The Schedule is substituted in Part 2 of
this Act.
__________________
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Associations Incorporation Amendment Bill 2010
Part 4--Repeal of Amending Act
s. 53
PART 4--REPEAL OF AMENDING ACT
53 Repeal of amending Act
This Act is repealed on 1 December 2012.
Note
5 The repeal of this Act does not affect the continuing operation of
the amendments made by it (see section 15(1) of the
Interpretation of Legislation Act 1984).
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Associations Incorporation Amendment Bill 2010
Endnotes
ENDNOTES
By Authority. Government Printer for the State of Victoria.
561429B.I-25/5/2010 52 BILL LA INTRODUCTION 25/5/2010
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