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This is a Bill, not an Act. For current law, see the Acts databases.
Associations Incorporation Bill 2009
No , 2009
A Bill for
An Act to provide for the registration of clubs, societies and other non-profit
associations; to provide for the regulation of those associations after registration; and
for other purposes.
Clause 1 Associations Incorporation Bill 2009
Part 1 Preliminary
The Legislature of New South Wales enacts: 1
Part 1 Preliminary 2
1 Name of Act 3
This Act is the Associations Incorporation Act 2009. 4
2 Commencement 5
This Act commences on a day to be appointed by proclamation. 6
3 Objects of Act 7
The objects of this Act are: 8
(a) to establish a scheme for the registration of associations that are 9
constituted for the purpose of engaging in small-scale, non-profit 10
and non-commercial activities, including: 11
(i) associations that are currently unincorporated (which 12
become bodies corporate when they are registered), and 13
(ii) associations that are currently incorporated under other 14
legislation (which retain their corporate status following 15
registration), and 16
(b) to make provision with respect to the corporate governance and 17
financial accountability of associations registered under that 18
scheme. 19
4 Definitions 20
(1) In this Act: 21
approved, in relation to a form, means approved by the 22
Director-General. 23
ASIC means the Australian Securities and Investments Commission. 24
assets means any legal or equitable estate or interest (whether present or 25
future, whether vested or contingent and whether personal or 26
assignable) in real or personal property of any description (including 27
money), and includes securities, choses in action and documents. 28
association means an association registered under this Act. 29
Australian Accounting Standards means the standards issued by the 30
Australian Accounting Standards Board, as in force for the time being, 31
and including any modifications prescribed by the regulations. 32
Australian Auditing Standards means the standards issued by the 33
Auditing and Assurance Standards Board, as in force for the time being, 34
and including any modifications prescribed by the regulations. 35
Page 2
Associations Incorporation Bill 2009 Clause 4
Preliminary Part 1
authorised officer means a person who is appointed as an authorised 1
officer under section 102. 2
authorised signatory, in relation to an association, means a person who 3
is appointed under section 36 as an authorised signatory for the 4
association, and includes the association's public officer. 5
committee, in relation to an association, means the governing body of 6
the association, however described. 7
committee member, in relation to an association, means a person who 8
is elected or appointed under the association's constitution as a 9
committee member of the association. 10
constitution, in relation to an association, means the constitution that is 11
recorded in the Register of Incorporated Associations in relation to the 12
association. 13
corresponding law means: 14
(a) the Co-operatives Act 1992, or 15
(b) the Corporations Act 2001 of the Commonwealth, 16
and includes any law of this or another State or Territory, or any law of 17
the Commonwealth, that is declared by the regulations to be a 18
corresponding law for the purposes of this Act. 19
court includes tribunal. 20
Department means the Department of Commerce. 21
Director-General means: 22
(a) the Commissioner for Fair Trading, Department of Commerce, or 23
(b) if there is no such position in the Department, the 24
Director-General of the Department. 25
exercise a function includes perform a duty. 26
financial year, in relation to an association, means: 27
(a) a period of 12 months, or such other period (whether longer or 28
shorter than 12 months) not exceeding 18 months as the 29
association resolves, commencing on the date of incorporation of 30
the association, and 31
(b) each period of 12 months, or such other period (whether longer 32
or shorter than 12 months) not exceeding 18 months as the 33
association resolves, commencing at the expiration of the 34
previous financial year of the association. 35
function includes a power, authority or duty. 36
liabilities means any liabilities, debts or obligations (whether present or 37
future, whether vested or contingent and whether personal or 38
assignable). 39
Page 3
Clause 4 Associations Incorporation Bill 2009
Part 1 Preliminary
model constitution means the model constitution prescribed by the 1
regulations. 2
objects, in relation to an association, means the objects that are recorded 3
in the Register of Incorporated Associations in relation to the 4
association. 5
official address, in relation to an association, means the address that is 6
recorded in the Register of Incorporated Associations as the 7
association's official address. 8
pecuniary gain--see section 5. 9
public officer, in relation to an association, means the person who is 10
appointed as the association's public officer, and, until he or she is 11
replaced by a person so appointed, includes the person who is 12
nominated as the association's public officer in the association's 13
application for registration. 14
register of committee members, in relation to an association, means the 15
register of committee members kept by the association for the purposes 16
of section 29. 17
Register of Incorporated Associations means the Register of 18
Incorporated Associations kept by the Director-General for the 19
purposes of section 98. 20
registrable corporation means: 21
(a) a co-operative registered under the Co-operatives Act 1992, or 22
(b) a company registered under the Corporations Act 2001 of the 23
Commonwealth, 24
and includes any other entity that is constituted as a body corporate 25
pursuant to registration under a corresponding law. 26
rights means any rights, powers, privileges or immunities (whether 27
present or future, whether vested or contingent and whether personal or 28
assignable). 29
special resolution--see section 39. 30
unacceptable name--see section 18. 31
(2) In this Act, a reference to the Corporations Act 2001 of the 32
Commonwealth (or to a provision of that Act) as applying under this 33
Act is a reference to that Act (or provision) to the extent to which it is 34
declared to apply to a matter for the purposes of Part 3 of the 35
Corporations (Ancillary Provisions) Act 2001. 36
(3) Notes included in this Act do not form part of this Act. 37
Page 4
Associations Incorporation Bill 2009 Clause 5
Preliminary Part 1
5 Definition of "pecuniary gain" 1
(1) An organisation provides pecuniary gain for its members if: 2
(a) it carries on any activity for the purpose of securing pecuniary 3
gain for its members, or 4
(b) it has capital that is divided into shares or stock held by the 5
organisation's members, or 6
(c) it holds property in which the organisation's members have a 7
disposable interest (whether directly, or in the form of shares or 8
stock in the capital of the organisation or otherwise), or 9
(d) it is an organisation that is, or is included in a class of 10
organisations that is, prescribed by the regulations for the 11
purposes of this subsection. 12
(2) For the purposes of subsection (1) (a), an organisation does not provide 13
pecuniary gain for its members merely because of any of the following: 14
(a) the organisation itself makes a pecuniary gain, unless that gain or 15
any part of it is divided among or received by the organisation's 16
members or any of them, 17
(b) the organisation is established for the protection of a trade, 18
business, industry or calling in which the organisation's members 19
are engaged or interested, but the organisation itself does not 20
engage or take part in, or in any part or branch of, any such trade, 21
business, industry or calling, 22
(c) members of the organisation derive pecuniary gain through the 23
enjoyment of facilities or services provided by the organisation 24
for social, recreational, educational or other like purposes, 25
(d) members of the organisation derive pecuniary gain from the 26
organisation by way of bona fide payment of remuneration, 27
(e) members of the organisation derive pecuniary gain from the 28
organisation of a kind which they could also derive if they were 29
not members of the organisation, 30
(f) members of the organisation compete for trophies or prizes in 31
contests directly related to the objects of the organisation, 32
(g) the organisation provides pecuniary gain of a class prescribed by 33
the regulations for the purposes of this section. 34
Page 5
Clause 6 Associations Incorporation Bill 2009
Part 2 Registration of associations
Part 2 Registration of associations 1
Division 1 Registration 2
6 Application for registration 3
(1) An application for registration of an association may be made to the 4
Director-General on behalf of: 5
(a) 5 or more individuals, or 6
(b) an unincorporated body having 5 or more members, or 7
(c) a registrable corporation having 5 or more members or 8
shareholders, or 9
(d) 2 or more existing associations together having 5 or more 10
members. 11
(2) Such an application must be authorised: 12
(a) in the case of an application made on behalf of 5 or more 13
individuals, by each of the individuals, and 14
(b) in the case of an application made on behalf of an unincorporated 15
body, by a special resolution passed by the members of the body, 16
and 17
(c) in the case of an application made on behalf of a registrable 18
corporation, by a special resolution passed by the members of the 19
corporation, and 20
(d) in the case of an application made on behalf of 2 or more 21
associations proposing to amalgamate, by special resolutions 22
passed by the members of each association. 23
(3) An application: 24
(a) must be in the approved form, and 25
(b) must specify the association's proposed name and the address 26
that is to be the association's first official address, and 27
(c) must include a statement of the association's objects, and 28
(d) must annex a copy of the association's proposed constitution, and 29
(e) must identify the person who is to be the association's first public 30
officer, and 31
(f) must include copies of any special resolution referred to in 32
subsection (2) (b), (c) or (d), and 33
(g) in the case of an application made on behalf of a registrable 34
corporation, must annex a document (issued by the relevant 35
regulatory authority under the law under which it is currently 36
incorporated) declaring that the requirements of that law in 37
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Associations Incorporation Bill 2009 Clause 7
Registration of associations Part 2
relation to the transfer of its registration under that law to 1
registration under some other law have been complied with, and 2
(h) must include any information required by the regulations, and 3
(i) must be accompanied by the fee prescribed by the regulations. 4
(4) An association's proposed official address must be an address, within 5
New South Wales: 6
(a) at which any premises used by the association are located, or 7
(b) at which the proposed public officer resides, is employed or 8
carries on business. 9
(5) An association's proposed constitution must address each of the matters 10
referred to in Schedule 1. 11
(6) An application need not annex a copy of an association's proposed 12
constitution if the application indicates that the association is to be 13
governed solely by the model constitution. 14
7 Decision on application 15
(1) The Director-General may determine an application for registration of 16
an association by registering the association or by refusing the 17
application. 18
(2) An application for registration may be refused if: 19
(a) the application does not comply with section 6, or 20
(b) the name of the association has not been reserved or is 21
unacceptable, or 22
Note. Changing circumstances may mean that a name that was 23
acceptable when it was reserved has since become unacceptable. 24
(c) the Director-General is satisfied that, having regard to the objects 25
of this Act, the association should not be registered: 26
(i) because some provision of the association's constitution is 27
contrary to law, or 28
(ii) because of the association's objects or the 29
Director-General's assessment of the likely nature or 30
extent of the association's proposed activities, or 31
(iii) because of the likely nature or extent of the association's 32
dealings with the public, or 33
(iv) for any other reason that appears sufficient to the 34
Director-General. 35
(3) The Director-General registers an association by recording its name, 36
objects, constitution and official address in the Register of Incorporated 37
Associations. 38
Page 7
Clause 8 Associations Incorporation Bill 2009
Part 2 Registration of associations
(4) On registering an association, the Director-General: 1
(a) must cause a certificate of registration for the association to be 2
given to the applicant, and 3
(b) if the applicant is a registrable corporation, must cause notice of 4
its registration to be given to the relevant regulatory authority 5
under the law under which it was formerly registered. 6
(5) In the case of 2 or more associations that become a single association, 7
the registration of each of the former associations is to be cancelled 8
when the amalgamated association is registered. 9
8 Incorporation of associations other than former registrable corporations 10
(1) An association that arises otherwise than from the registration of a 11
registrable corporation becomes a body corporate when it is registered 12
under this Act. 13
(2) Schedule 2 contains provisions relating to an association that arises 14
from the registration of an unincorporated body or from the 15
amalgamation of 2 or more associations. 16
9 Continuity of incorporation of former registrable corporations 17
(1) An association that arises from the registration of a registrable 18
corporation is a continuation of, and the same legal entity as, the 19
registrable corporation. 20
(2) Without limiting subsection (1): 21
(a) the assets, rights and liabilities of the registrable corporation 22
become the assets, rights and liabilities of the association, and 23
(b) proceedings that have been commenced by or against the 24
registrable corporation may be continued by or against the 25
association in its own name or in the name of the registrable 26
corporation. 27
Division 2 Changing association's name, objects, 28
constitution or official address 29
10 Application for change of particulars 30
(1) An association may apply to the Director-General for registration of a 31
change in the association's name, objects or constitution. 32
(2) An application may only be made pursuant to a special resolution 33
passed by the association. 34
(3) An application: 35
(a) must be in the approved form, and 36
Page 8
Associations Incorporation Bill 2009 Clause 11
Registration of associations Part 2
(b) must include details of the proposed change, and 1
(c) must include a copy of the special resolution by which the 2
association has approved the change, and 3
(d) must be accompanied by the fee prescribed by the regulations. 4
(4) An association's constitution, as proposed to be changed, must address 5
each of the matters referred to in Schedule 1. 6
Note. A change in an association's name, objects or constitution does not take 7
effect until it is registered: see section 14. 8
11 Director-General may direct association to change its name 9
(1) The Director-General may, by order in writing served on an association 10
that has an unacceptable name, direct the association to adopt a new 11
name. 12
(2) Such a direction may be given whether or not the association's name 13
was acceptable when the association was registered. 14
Note. Changing circumstances may mean that a name that was acceptable 15
when the association was registered has since become unacceptable. 16
(3) A direction: 17
(a) must specify the grounds on which the association's current name 18
is unacceptable, and 19
(b) must specify a date by which an application for registration of a 20
change of name must be made (being a date no less than 2 months 21
after the date on which the direction is given), and 22
(c) must state that the association's registration may be cancelled if 23
such an application is not made on or before that date. 24
12 Decision on application 25
(1) The Director-General may determine an application for registration of 26
a change of name, objects or constitution by registering the change or 27
by refusing the application. 28
(2) An application for registration of a change of name, objects or 29
constitution may be refused if: 30
(a) the application does not comply with section 10, or 31
(b) the special resolution was approved by the association more than 32
28 days before the application was made, or 33
(c) in the case of an application for a change of name, the new name 34
has not been reserved or is unacceptable. 35
(3) On registering an association's change of name, the Director-General is 36
to cause a replacement certificate of registration, bearing the 37
association's new name, to be given to the applicant. 38
Page 9
Clause 13 Associations Incorporation Bill 2009
Part 2 Registration of associations
13 Notification of change of official address 1
(1) Within 28 days after an association's official address becomes obsolete 2
or unusable, the association's public officer must notify the 3
Director-General, in the approved form, of the association's new 4
address. 5
Maximum penalty: 5 penalty units. 6
(2) Without limiting subsection (1), an association's public officer may at 7
any time notify the Director-General, in the approved form, of a change 8
in the association's official address. 9
(3) The new address must be an address, within New South Wales: 10
(a) at which any premises used by the association are located, or 11
(b) at which the public officer resides, is employed or carries on 12
business. 13
(4) On receiving a notification under this section, the Director-General 14
must register the new address as the association's official address. 15
Note. A change of official address does not take effect until it is registered: see 16
section 14. 17
14 Effect of registration of change of name, objects, constitution or official 18
address 19
(1) A change of name, objects, constitution or official address that is 20
registered under this Division takes effect when it is registered. 21
(2) Section 53 of the Interpretation Act 1987 applies to an association in 22
respect of which a change of name, objects or constitution has been 23
registered under this Division in the same way as it would apply to the 24
association had the change been made by an Act or statutory rule. 25
Division 3 Reservation of names 26
15 Application for reservation of name 27
(1) An application for reservation of a name may be made to the 28
Director-General by an association or by an applicant for registration as 29
an association. 30
(2) An application for reservation of a name: 31
(a) must be in the approved form, and 32
(b) must specify the name to be reserved, and 33
(c) must be accompanied by the fee prescribed by the regulations. 34
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Associations Incorporation Bill 2009 Clause 16
Registration of associations Part 2
(3) The application may nominate alternative names (not exceeding the 1
maximum number prescribed by the regulations) and indicate the order 2
in which they are to be considered. 3
16 Decision on application 4
(1) The Director-General may determine an application for reservation of a 5
name by reserving the name or by refusing the application. 6
(2) An application for reservation of a name may be refused: 7
(a) if each of the nominated names is unacceptable, or 8
(b) if the Director-General is satisfied that the application has been 9
made for an improper purpose. 10
(3) Unless each of the nominated names is unacceptable, the reserved name 11
is to be the first of the nominated names that is not unacceptable. 12
17 Duration of reservation of name 13
Reservation of a name expires at the end of the period of 3 months after 14
the name is reserved or, if an application for registration of an 15
association or for a change in an association's name is made within that 16
period, when the application is determined. 17
18 Unacceptable names 18
(1) For the purposes of this Act, a name is unacceptable if: 19
(a) it does not include, at the end of the name, the word 20
"Incorporated" or the abbreviation "Inc", or 21
(b) it contains foreign language characters, or 22
(c) it includes the word "police" or "sheriff", unless its use is the 23
subject of a consent in force under section 204B of the Police Act 24
1990 or section 12 of the Sheriff Act 2005, or 25
(d) the Director-General is of the opinion: 26
(i) that it is identical to, or closely resembles, some other 27
name that is registered, that is reserved or that is the subject 28
of an earlier application for reservation, and 29
(ii) that the public would be likely to be misled if associations 30
operated under both names, or 31
(e) the Director-General is of the opinion that it suggests a 32
connection with the Crown or the State, or 33
(f) the Director-General is of the opinion that it is offensive or 34
undesirable, or 35
(g) it is declared by the regulations to be unacceptable. 36
Page 11
Clause 18 Associations Incorporation Bill 2009
Part 2 Registration of associations
(2) A name is not unacceptable on a ground referred to in subsection (1) (e) 1
or (f) if, in a particular case, the Minister directs that the name is 2
acceptable. 3
Page 12
Associations Incorporation Bill 2009 Clause 19
Basic features of associations Part 3
Part 3 Basic features of associations 1
Division 1 Association powers 2
19 Legal capacity and powers (cf Corporations Act 2001 of the Commonwealth, 3
section 124) 4
(1) An association has the legal capacity and powers of an individual both 5
in and outside New South Wales. 6
(2) An association's legal capacity to do something is not affected by the 7
fact that the association's interests are not, or would not be, served by 8
doing it. 9
20 Constitution may limit powers (cf Corporations Act 2001 of the Commonwealth, 10
section 125) 11
(1) An association's constitution may contain an express restriction on, or 12
a prohibition of, the association's exercise of any of its powers, but the 13
exercise of a power by the association is not invalid merely because it 14
is contrary to such a restriction or prohibition. 15
(2) An act of an association is not invalid merely because it is contrary to 16
or beyond the association's objects. 17
21 Agent exercising association's power to make contracts (cf Corporations 18
Act 2001 of the Commonwealth, section 126) 19
(1) An association's power to make, vary, ratify or discharge a contract 20
may be exercised by an individual acting with the association's express 21
or implied authority and on behalf of the association. 22
(2) This section does not affect the operation of a law that requires a 23
particular procedure to be complied with in relation to the contract. 24
22 Execution of documents (including deeds) by an association (cf 25
Corporations Act 2001 of the Commonwealth, section 127) 26
(1) An association may execute a document without using a common seal 27
if the document is signed by 2 of its authorised signatories. 28
(2) An association with a common seal may execute a document if the seal 29
is fixed to the document and the fixing of the seal is witnessed by 2 of 30
its authorised signatories. 31
(3) An association may execute a document as a deed if the document is 32
expressed to be executed as a deed and is executed in accordance with 33
subsection (1) or (2). 34
(4) This section does not limit the ways in which an association may 35
execute a document (including a deed). 36
Page 13
Clause 23 Associations Incorporation Bill 2009
Part 3 Basic features of associations
(5) This section does not authorise an association to execute a document 1
contrary to the provisions of its constitution. 2
Division 2 Assumptions people dealing with associations 3
are entitled to make 4
23 Entitlement to make assumptions (cf Corporations Act 2001 of the 5
Commonwealth, section 128) 6
(1) A person is entitled to make the assumptions in section 24 in relation to 7
dealings with an association, and the association is not entitled to assert 8
in proceedings in relation to the dealings that any of the assumptions are 9
incorrect. 10
(2) A person is entitled to make the assumptions in section 24 in relation to 11
dealings with another person who has, or purports to have, directly or 12
indirectly acquired property from an association, and the association 13
and the other person are not entitled to assert in proceedings in relation 14
to the dealings that any of the assumptions are incorrect. 15
(3) The assumptions may be made even if anyone purporting to act on 16
behalf of the association acts fraudulently, or forges a document, in 17
connection with the dealings. 18
(4) A person is not entitled to make an assumption in section 24 if at the 19
time of the dealings they knew or suspected that the assumption was 20
incorrect. 21
24 Assumptions that may be made (cf Corporations Act 2001 of the 22
Commonwealth, section 129) 23
(1) A person may assume that the association's constitution has been 24
complied with. 25
(2) A person may assume that anyone who appears, from information 26
provided by the association that is available to the public from the 27
Register of Incorporated Associations, to be the association's public 28
officer: 29
(a) has been duly appointed, and 30
(b) has authority to exercise the functions customarily exercised by 31
the public officer of a similar association. 32
(3) A person may assume that anyone who appears, from information 33
provided by the association, to be a committee member of the 34
association: 35
(a) has been duly appointed, and 36
(b) has authority to exercise the functions customarily exercised by a 37
committee member of a similar association. 38
Page 14
Associations Incorporation Bill 2009 Clause 25
Basic features of associations Part 3
(4) A person may assume that anyone who is held out by the association to 1
be an agent of the association: 2
(a) has been duly appointed, and 3
(b) has authority to exercise the functions customarily exercised or 4
performed by an agent of a similar association. 5
(5) A person may assume that persons acting on behalf of the association 6
properly perform their duties to the association. 7
(6) A person may assume that a document has been duly executed by the 8
association if the document appears to have been signed in accordance 9
with section 22 (1). 10
(7) A person may assume that a document has been duly executed by the 11
association if: 12
(a) the association's common seal appears to have been fixed to the 13
document in accordance with section 22 (2), and 14
(b) the fixing of the common seal appears to have been witnessed in 15
accordance with that subsection. 16
(8) A person may assume that anyone who has, or may be assumed to have, 17
the authority to issue a document or a certified copy of a document on 18
behalf of the association also has authority to warrant that the document 19
is genuine or is a true copy. 20
(9) Without limiting the generality of this section, the assumptions that may 21
be made under this section apply for the purposes of this section. 22
Division 3 General 23
25 Provisions of model constitution to apply if appropriate provision not 24
otherwise made 25
(1) If an association's constitution fails to address a matter referred to in 26
Schedule 1, the provisions of the model constitution with respect to the 27
matter are taken to form part of the association's constitution. 28
(2) For avoidance of doubt, an association's constitution may address a 29
matter referred to in Schedule 1: 30
(a) by adopting the provisions of the model constitution with respect 31
to the matter, or 32
(b) by adopting a modified version of the provisions of the model 33
constitution with respect to the matter. 34
(3) Subsection (2) does not limit the way in which an association's 35
constitution may otherwise address a matter referred to in Schedule 1. 36
Page 15
Clause 26 Associations Incorporation Bill 2009
Part 3 Basic features of associations
(4) A provision of an association's constitution is of no effect to the extent 1
to which it is contrary to this or any other Act or law. 2
26 Nature of association 3
(1) Subject to this Act, an association's constitution binds the association 4
and its members to the same extent as if it were a contract between them 5
under which they each agree to observe its provisions. 6
(2) Subject to this Act, a member of an association (including a committee 7
member and the public officer) is not, merely because of being such a 8
member, liable in relation to the association's liabilities or the costs, 9
charges and expenses of the winding up of the association. 10
(3) Subject to this Act, membership of an association does not confer on a 11
member any right, title or interest, whether legal or equitable, in the 12
association's assets. 13
27 Pre-registration contracts 14
(1) Contracts entered into before an association is registered under this Act 15
are declared to be an applied Corporations legislation matter, for the 16
purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001, 17
in relation to Part 2B.3 of the Corporations Act 2001 of the 18
Commonwealth. 19
(2) In subsection (1), the reference to an association does not include a 20
reference to an association arising from the registration of an 21
unincorporated body, the amalgamation of 2 or more associations or the 22
registration of a registrable corporation. 23
Note. Contracts entered into by an association arising from the registration of 24
an unincorporated body or the amalgamation of 2 or more associations are 25
unaffected by registration (see section 8 and Schedule 2) as are those of an 26
association arising from the registration of a registrable corporation (see 27
section 9). 28
Page 16
Associations Incorporation Bill 2009 Clause 28
Management of associations Part 4
Part 4 Management of associations 1
Division 1 Committee members 2
28 Committee to be established 3
(1) An association must establish a committee to manage its affairs. 4
Note. An association's registration is liable to be cancelled if it does not comply 5
with this subsection. 6
(2) The committee must include 3 or more members, each of whom is aged 7
18 years or more and at least 3 of whom are ordinarily resident in 8
Australia. 9
Note. An association's registration is liable to be cancelled if its committee does 10
not comply with this subsection. 11
(3) The committee may exercise such of the association's powers as are not 12
required by this Act or its constitution to be exercised by the association 13
in general meeting. 14
(4) A committee member's acts are valid despite any defect in his or her 15
appointment. 16
(5) Within 14 days after vacating office, a former committee member of an 17
association must ensure that all documents in his or her possession that 18
belong to the association are delivered to the public officer for delivery 19
to his or her successor. 20
Maximum penalty: 1 penalty unit. 21
29 Register of committee members 22
(1) An association must keep a register of committee members in 23
accordance with this section. 24
Maximum penalty: 1 penalty unit. 25
(2) The register must contain the following particulars in relation to each 26
committee member: 27
(a) the committee member's name, date of birth and residential 28
address, 29
(b) the date on which the committee member takes office, 30
(c) the date on which the committee member vacates office, 31
(d) such other particulars as may be prescribed by the regulations. 32
(3) The register must be kept in New South Wales: 33
(a) at the main premises of the association, or 34
(b) if the association has no premises, at the association's official 35
address. 36
Page 17
Clause 30 Associations Incorporation Bill 2009
Part 4 Management of associations
(4) Any change in the committee's membership must be recorded in the 1
register within one month after the change occurs. 2
(5) The register must, at all reasonable hours, be kept available for 3
inspection, free of charge, by any person. 4
30 Committee meetings 5
(1) An association's committee meetings may be held as and when the 6
association's constitution requires. 7
(2) If the association's constitution so provides, a committee meeting may 8
be held at 2 or more venues using any technology that gives each of the 9
committee members a reasonable opportunity to participate. 10
(3) In any legal proceedings, a committee meeting held in accordance with 11
subsection (2), or part of such a meeting, is not to be declared invalid on 12
the ground that one or more committee members did not have a 13
reasonable opportunity to participate unless the court is satisfied that: 14
(a) substantial injustice has been, or may be, caused, and 15
(b) the injustice cannot be remedied by any other order available to 16
the court. 17
31 Disclosure of interests 18
(1) If: 19
(a) a committee member has a direct or indirect interest in a matter 20
being considered or about to be considered at a committee 21
meeting, and 22
(b) the interest appears to raise a conflict with the proper 23
performance of the committee member's duties in relation to the 24
consideration of the matter, 25
the committee member must, as soon as possible after the relevant facts 26
have come to the committee member's knowledge, disclose the nature 27
of the interest at a committee meeting. 28
Maximum penalty: 60 penalty units. 29
(2) A disclosure by a committee member at a committee meeting that the 30
committee member: 31
(a) is a member, or is in the employment, of a specified company or 32
other body, or 33
(b) is a partner, or is in the employment, of a specified person, or 34
Page 18
Associations Incorporation Bill 2009 Clause 32
Management of associations Part 4
(c) has some other specified interest relating to a specified company 1
or other body or to a specified person, 2
is a sufficient disclosure of the nature of the interest in any matter 3
relating to that company or other body or to that person that may arise 4
after the date of the disclosure and that is required to be disclosed under 5
subsection (1). 6
(3) Particulars of any disclosure made under this section must be recorded 7
by the committee in a book kept for that purpose and that book must be 8
open at all reasonable hours to inspection by any member of the 9
association on payment of the fee determined by the committee (but not 10
exceeding the maximum fee prescribed by the regulations). 11
(4) The book must be kept at the same address as the register of committee 12
members. 13
(5) After a committee member has disclosed the nature of an interest in any 14
matter, the committee member must not, unless the committee 15
otherwise determines: 16
(a) be present during any deliberation of the committee with respect 17
to the matter, or 18
(b) take part in any decision of the committee with respect to the 19
matter. 20
(6) For the purposes of the making of a determination by the committee 21
under subsection (5), a committee member who has a direct or indirect 22
interest in a matter to which the disclosure relates must not: 23
(a) be present during any deliberation of the committee for the 24
purpose of making the determination, or 25
(b) take part in the making by the committee of the determination. 26
(7) A contravention of this section does not invalidate any decision of the 27
committee. 28
32 Dishonest use of information 29
A committee member or former committee member of an association 30
who uses information obtained as a committee member dishonestly 31
with the intention directly or indirectly of: 32
(a) gaining an advantage for himself or herself or for any other 33
person, or 34
(b) causing detriment to the association, 35
is guilty of an offence. 36
Maximum penalty: 240 penalty units or imprisonment for 2 years, or 37
both. 38
Page 19
Clause 33 Associations Incorporation Bill 2009
Part 4 Management of associations
33 Dishonest use of position 1
A committee member of an association who uses his or her position as 2
a committee member dishonestly with the intention of directly or 3
indirectly: 4
(a) gaining an advantage for himself or herself or for any other 5
person, or 6
(b) causing detriment to the association, 7
is guilty of an offence. 8
Maximum penalty: 240 penalty units or imprisonment for 2 years, or 9
both. 10
Page 20
Associations Incorporation Bill 2009 Clause 34
Management of associations Part 4
Division 2 Public officer and authorised signatories 1
34 Public officer 2
(1) An association's committee must appoint a public officer. 3
Maximum penalty: 1 penalty unit. 4
(2) The public officer must be a person who is aged 18 years or more and 5
is ordinarily resident in New South Wales. 6
Note. An association's registration is liable to be cancelled if its public officer 7
does not comply with this subsection. 8
(3) The position of public officer may, but need not be, held by a committee 9
member. 10
(4) The public officer's acts are valid despite any defect in his or her 11
appointment. 12
(5) The first public officer of an association is the person nominated as 13
public officer in the application for registration of the association. 14
(6) Within 28 days after taking office as an association's public officer 15
(other than its first public officer), a person must notify the 16
Director-General, in the approved form, of: 17
(a) the person's full name and date of birth, and 18
(b) the person's address for service of notices, being either the 19
person's residential address or some other address at which the 20
person can generally be found, and 21
(c) the fact that the person has taken office as public officer. 22
Maximum penalty: 1 penalty unit. 23
35 Vacation of office of public officer 24
(1) An association's public officer vacates office in the following 25
circumstances: 26
(a) if he or she dies, 27
(b) if he or she resigns the office in writing addressed to the 28
association's committee, 29
(c) if he or she is removed from office by resolution of a general 30
meeting of the association, 31
(d) if he or she becomes bankrupt, applies to take the benefit of any 32
law for the relief of bankrupt or insolvent debtors, compounds 33
with his or her creditors or makes an assignment of his or her 34
remuneration for their benefit, 35
(e) if he or she becomes a mentally incapacitated person, 36
(f) if he or she ceases to ordinarily reside in New South Wales, 37
Page 21
Clause 36 Associations Incorporation Bill 2009
Part 4 Management of associations
(g) in such other circumstances as the constitution of the association 1
may provide. 2
(2) Within 14 days after vacating office, a former public officer of an 3
association must ensure that all documents in his or her possession that 4
belong to the association are delivered to a committee member of the 5
association. 6
Maximum penalty: 1 penalty unit. 7
(3) An association's committee must fill any vacancy in the office of public 8
officer within 28 days after the vacancy arises. 9
Maximum penalty: 1 penalty unit. 10
36 Authorised signatories 11
(1) An association's public officer is, by virtue of that office, an authorised 12
signatory for the association. 13
(2) An association's committee may from time to time appoint additional 14
authorised signatories from among such of its members as are ordinarily 15
resident in Australia, and may at any time revoke any such appointment. 16
(3) A person (other than the association's public officer) vacates office as 17
an association's authorised signatory if: 18
(a) his or her appointment as an authorised signatory is revoked, or 19
(b) he or she ceases to be a committee member, or 20
(c) he or she ceases to be ordinarily resident in Australia. 21
Division 3 General 22
37 General meetings 23
(1) An association's committee must ensure that the association's first 24
annual general meeting is held within 18 months after its registration 25
under this Act. 26
Maximum penalty: 1 penalty unit. 27
(2) An association's committee must ensure that annual general meetings 28
are held: 29
(a) within 6 months after the close of the association's financial year, 30
or 31
(b) within such further time as may be allowed by the 32
Director-General or prescribed by the regulations. 33
Maximum penalty: 1 penalty unit. 34
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Associations Incorporation Bill 2009 Clause 38
Management of associations Part 4
(3) If the association's constitution so provides, a general meeting may be 1
held at 2 or more venues using any technology that gives each of the 2
association's members a reasonable opportunity to participate. 3
(4) In any legal proceedings, a general meeting held in accordance with 4
subsection (3), or part of such a meeting, is not to be declared invalid on 5
the ground that one or more of the association's members did not have 6
a reasonable opportunity to participate unless the court is satisfied that: 7
(a) substantial injustice has been, or may be, caused, and 8
(b) the injustice cannot be remedied by any other order available to 9
the court. 10
38 Voting generally 11
(1) A resolution is passed by an association as an ordinary resolution: 12
(a) at a general meeting of the association, or 13
(b) in a postal ballot conducted by the association, 14
if it is supported by more than half of the votes cast by members of the 15
association who, under the association's constitution, are entitled to 16
vote on the proposed resolution. 17
(2) A postal ballot referred to in subsection (1) (b) may only be conducted 18
in relation to resolutions of a kind that the association's constitution 19
permits to be voted on by means of a postal ballot and, if conducted, 20
must be conducted in accordance with the regulations. 21
39 Voting on special resolutions 22
(1) A resolution is passed by an association as a special resolution: 23
(a) at a meeting of the association of which notice has been given to 24
its members no later than 21 days before the date on which the 25
meeting is held, or 26
(b) in a postal ballot conducted by the association, or 27
(c) in such other manner as the Director-General may direct, 28
if it is supported by at least three-quarters of the votes cast by members 29
of the association who, under the association's constitution, are entitled 30
to vote on the proposed resolution. 31
(2) A notice referred to in subsection (1) (a) must include the terms of the 32
resolution and a statement to the effect that the resolution is intended to 33
be passed as a special resolution. 34
(3) A postal ballot referred to in subsection (1) (b) may only be conducted 35
in relation to resolutions of a kind that the association's constitution 36
permits to be voted on by means of a postal ballot and, if conducted, 37
must be conducted in accordance with the regulations. 38
Page 23
Clause 40 Associations Incorporation Bill 2009
Part 4 Management of associations
(4) A direction under subsection (1) (c) may not be given unless the 1
Director-General is satisfied that, in the circumstances, it is 2
impracticable to require votes to be cast in the manner provided by 3
subsection (1) (a) or (b). 4
40 Association not to provide pecuniary gain for its members 5
(1) An association must not conduct its affairs (including its affairs as 6
trustee of any trust) so as to provide pecuniary gain for its members. 7
Maximum penalty: 60 penalty units. 8
(2) Subsection (1) does not affect the association's civil liability to any 9
person as a result of it having provided pecuniary gain for its members. 10
41 Where name must appear 11
(1) An association must not issue any letter, statement, invoice, notice, 12
publication, order for goods or services or receipt in connection with its 13
activities unless the association's name appears in legible characters on 14
the document. 15
Maximum penalty: 1 penalty unit. 16
(2) This section does not limit the operation of section 24 of the Business 17
Names Act 2002 in relation to any association that carries on activities 18
under a business name registered under that Act. 19
Page 24
Associations Incorporation Bill 2009 Clause 42
Financial reporting Part 5
Part 5 Financial reporting 1
Division 1 Tier 1 associations 2
42 Application of Division 3
(1) This Division applies to any association: 4
(a) whose gross receipts (as calculated in accordance with the 5
regulations) for the financial year last ended, or 6
(b) whose current assets (as calculated in accordance with the 7
regulations), 8
exceed such amount as may be prescribed by the regulations (a Tier 1 9
association). 10
(2) Despite subsection (1), this Division does not apply to any association 11
that the Director-General declares not to be a Tier 1 association. 12
(3) Such a declaration may be made in respect of an association whose 13
gross receipts for the financial year last ended were negligible, but 14
whose current assets are such that it would (but for the declaration) be 15
a Tier 1 association, and not otherwise. 16
43 Financial statements 17
(1) As soon as practicable after the end of each financial year, the 18
committee of a Tier 1 association: 19
(a) must cause financial statements for that year to be prepared in 20
relation to the association's financial affairs (including its affairs 21
as trustee of any trust), and 22
(b) must cause the financial statements to be audited in time for them 23
to be submitted to the association's next annual general meeting. 24
Maximum penalty: 5 penalty units. 25
(2) The financial statements must be prepared in accordance with the 26
Australian Accounting Standards and must deal with such matters as are 27
prescribed by the regulations. 28
(3) The auditor's report: 29
(a) must be prepared in accordance with the Australian Auditing 30
Standards, and 31
(b) must state whether the association has kept such financial records 32
as are necessary to enable financial statements to be prepared in 33
accordance with the Australian Accounting Standards. 34
Page 25
Clause 44 Associations Incorporation Bill 2009
Part 5 Financial reporting
44 Submission of financial statements to AGM 1
At each annual general meeting of a Tier 1 association, the association's 2
committee must cause: 3
(a) the association's financial statements for the previous financial 4
year, and 5
(b) the auditor's report for those statements, 6
to be submitted to the meeting. 7
Maximum penalty: 5 penalty units. 8
45 Lodgment of documents with Director-General 9
(1) The public officer of a Tier 1 association must lodge the following 10
documents with the Director-General in accordance with this section: 11
(a) a summary, in the approved form, of the association's financial 12
affairs for the previous financial year, 13
(b) the association's financial statements for that year, 14
(c) the auditor's report for those statements, 15
(d) a document setting out the terms of any resolution passed at the 16
association's annual general meeting in connection with the 17
documents referred to in paragraphs (b) and (c). 18
Maximum penalty: 5 penalty units. 19
(2) The documents referred to in subsection (1): 20
(a) must be lodged within: 21
(i) one month after the annual general meeting for the current 22
financial year, or 23
(ii) 7 months after the end of the previous financial year, 24
whichever is the earlier, or within such further time as the 25
Director-General may allow, and 26
(b) must be accompanied by the fee prescribed by the regulations. 27
(3) For the avoidance of doubt, the documents referred to in subsection (1) 28
are taken not to have been lodged if the relevant fee has not been paid. 29
Division 2 Tier 2 associations 30
46 Application of Division 31
This Division applies to any association to which Division 1 does not 32
apply (a Tier 2 association). 33
Page 26
Associations Incorporation Bill 2009 Clause 47
Financial reporting Part 5
47 Financial statements 1
(1) As soon as practicable after the end of each financial year, the 2
committee of a Tier 2 association must cause financial statements for 3
that year to be prepared, in accordance with this section, in relation to 4
the association's financial affairs (including its affairs as trustee of any 5
trust). 6
Maximum penalty: 5 penalty units. 7
(2) The financial statements must give a true and fair view of the 8
association's affairs and must deal with such matters as are prescribed 9
by the regulations. 10
48 Submission of reports and statements to AGM 11
At each annual general meeting of a Tier 2 association, the association's 12
committee must cause the association's financial statements for the 13
previous financial year to be submitted to the meeting. 14
Maximum penalty: 5 penalty units. 15
49 Lodgment of summary with Director-General 16
(1) The public officer of a Tier 2 association must lodge with the 17
Director-General, in accordance with this section, a summary, in the 18
approved form, of the association's financial affairs for the previous 19
financial year. 20
Maximum penalty: 5 penalty units. 21
(2) The summary: 22
(a) must be lodged within: 23
(i) one month after the annual general meeting for the current 24
financial year, or 25
(ii) 7 months after the end of the previous financial year, 26
whichever is the earlier, or within such further time as the 27
Director-General may allow, and 28
(b) must be accompanied by the fee prescribed by the regulations. 29
(3) For the avoidance of doubt, the summary is taken not to have been 30
lodged if the relevant fee has not been paid. 31
Division 3 General 32
50 Keeping of accounts and minutes of proceedings 33
(1) An association: 34
(a) must keep records that correctly record and explain its financial 35
transactions and financial position, and 36
Page 27
Clause 51 Associations Incorporation Bill 2009
Part 5 Financial reporting
(b) must keep minutes of the proceedings of its committee meetings 1
and general meetings. 2
Maximum penalty: 5 penalty units. 3
(2) In the case of a Tier 1 association within the meaning of Division 1, the 4
records referred to in subsection (1) (a) must be sufficient to enable 5
financial statements to be prepared in accordance with the Australian 6
Accounting Standards. 7
(3) If any document required to be kept under this section is, either in whole 8
or in part, in a language other than the English language, a copy of the 9
document wholly in the English language must be kept with the 10
document. 11
(4) The regulations may make provision for or in respect of the keeping and 12
inspection of records and minutes under this section. 13
51 Audit at the Director-General's direction 14
(1) The Director-General may direct an association to cause the whole or 15
any specified part of an association's financial records to be audited, 16
and an auditor's report lodged with the Director-General, within a 17
specified time. 18
(2) Such a direction may be given regardless of whether the financial 19
records have previously been audited. 20
(3) An association to which such a direction is given must ensure that the 21
direction is complied with. 22
Maximum penalty: 5 penalty units. 23
(4) An auditor's report under this section must state whether the 24
association's financial records: 25
(a) have been properly kept, and 26
(b) give a true and fair view of the association's affairs. 27
52 Auditor to be qualified and independent 28
(1) Subject to subsection (2), an audit under this Part must be carried out by: 29
(a) a registered company auditor within the meaning of the 30
Corporations Act 2001 of the Commonwealth, or 31
(b) a person approved by the Director-General for the purposes of 32
this Part, either generally or in relation to a specified association 33
or class of associations, or a person who belongs to a class of 34
persons so approved. 35
Page 28
Associations Incorporation Bill 2009 Clause 53
Financial reporting Part 5
(2) Except with the written approval of the Director-General, an audit under 1
this Part may not be carried out by any person who is, or who has at any 2
time within the last 2 years been: 3
(a) a member of the association, or 4
(b) an employee of, or provider of professional services (other than 5
audit services) to, the association or to a committee member or 6
public officer of the association. 7
53 Power of Director-General to grant exemptions 8
(1) The Director-General may, by order in writing, exempt an association 9
or any class of associations, from the requirements of this Part in 10
relation to the preparation and auditing of financial statements. 11
(2) Any such exemption: 12
(a) may be given subject to conditions, and 13
(b) may be limited as to time, and 14
(c) may be varied, suspended or revoked by the Director-General by 15
a further order in writing. 16
(3) An order under this section takes effect: 17
(a) if it applies to a particular association, when the order is served 18
on the association, or 19
(b) if it applies to a class of associations, when the order is published 20
in the Gazette. 21
Page 29
Clause 54 Associations Incorporation Bill 2009
Part 6 External administration and winding up
Part 6 External administration and winding up 1
Division 1 External administration on grounds of insolvency 2
54 Appointment of administrator--Corporations legislation (cf Co-operatives 3
Act 1992, sections 332 and 332A) 4
(1) An association is declared to be an applied Corporations legislation 5
matter for the purposes of Part 3 of the Corporations (Ancillary 6
Provisions) Act 2001 in relation to the provisions of Part 5.3A and 7
Division 3 of Part 5.9 of the Corporations Act 2001 of the 8
Commonwealth, subject to the following modifications: 9
(a) those provisions are to be read as if an association and its 10
committee were, respectively, a company and its board, 11
(b) those provisions are to be read as including the provisions of 12
subsections (2) and (3), 13
(c) a reference in those provisions to sections 128 and 129 of the 14
Corporations Act 2001 of the Commonwealth is to be read as a 15
reference to sections 23 and 24 of this Act, 16
(d) a reference in those provisions to an administrator appointed 17
under a provision of Part 5.3A is to be read as including a 18
reference to an administrator appointed by the Director-General 19
under this section, 20
(e) a reference in those provisions to ASIC is to be read as a 21
reference to the Director-General, 22
(f) such other modifications (within the meaning of Part 3 of the 23
Corporations (Ancillary Provisions) Act 2001) as may be 24
prescribed by the regulations. 25
(2) Without limiting subsection (1), the Director-General may appoint a 26
person as an administrator for the purposes of the provisions of Part 27
5.3A of the Corporations Act 2001 of the Commonwealth (as applying 28
under this section) if of the opinion that the association is, or is likely to 29
become, insolvent. 30
(3) A person appointed under subsection (2) may, but need not, be a 31
registered liquidator within the meaning of the Corporations Act 2001 32
of the Commonwealth. 33
Page 30
Associations Incorporation Bill 2009 Clause 55
External administration and winding up Part 6
Division 2 External administration on grounds other than 1
insolvency 2
55 Appointment of administrator by Director-General 3
The Director-General may appoint an administrator to administer an 4
association's affairs if: 5
(a) the association has persistently failed to comply with the 6
requirements of this Act or the regulations, and 7
(b) having regard to those circumstances, the Director-General is 8
satisfied that it is in the interests of the association's members or 9
creditors for an administrator to be appointed. 10
56 Effect of appointment of administrator (cf Co-operatives Act 1992, section 11
334) 12
(1) On the appointment of an administrator for an association: 13
(a) the committee members and the public officer cease to hold 14
office, and 15
(b) the administrator may terminate any contract of employment 16
with the association or any contract for the provision of 17
secretarial, administrative or other services to the association. 18
(2) An administrator for an association has the functions of the 19
association's committee and the functions of the association's public 20
officer. 21
57 Revocation of appointment (cf Co-operatives Act 1992, section 335) 22
(1) An administrator holds office until the administrator's appointment is 23
revoked or the administrator dies. 24
(2) When a liquidator of an association is appointed, the appointment of any 25
administrator of the association is automatically revoked. 26
(3) Immediately on the revocation of an administrator's appointment, the 27
administrator must prepare and submit a report to the Director-General 28
showing how the administration was carried out, and for that purpose an 29
administrator has access to the association's records and documents. 30
(4) On providing the report and accounting fully in relation to the 31
administration of the association to the satisfaction of the 32
Director-General, the administrator is released from any further duty to 33
account in relation to the administration of the association otherwise 34
than on account of fraud, dishonesty, negligence or wilful failure to 35
comply with this Act or the regulations. 36
Page 31
Clause 58 Associations Incorporation Bill 2009
Part 6 External administration and winding up
(5) Before revoking the appointment of an administrator of an association, 1
the Director-General: 2
(a) must appoint another administrator, or 3
(b) must ensure that committee members and the public officer have 4
been elected in accordance with the association's constitution at 5
a meeting convened by the administrator in accordance with the 6
constitution, or 7
(c) must appoint committee members and a public officer for the 8
association. 9
(6) Committee members elected or appointed under subsection (5): 10
(a) take office on revocation of the administrator's appointment, and 11
(b) if appointed, hold office until the next annual general meeting of 12
the association after the revocation of that appointment. 13
(7) The public officer of an association appointed under subsection (5) (c) 14
takes office on revocation of the administrator's appointment. 15
58 Expenses of administration (cf Co-operatives Act 1992, section 336) 16
(1) The expenses of and incidental to the conduct of an association's affairs 17
by an administrator are payable from the association's funds. 18
(2) The expenses of conducting an association's affairs include: 19
(a) if the administrator is a public servant, such amount as the 20
Director-General may certify as being the Crown's costs in 21
relation to the administrator's remuneration, or 22
(b) if the administrator is not a public servant, such amount as the 23
Director-General may approve in relation to the administrator's 24
remuneration. 25
(3) An amount certified under subsection (2) (a) may be recovered in a 26
court of competent jurisdiction as a debt due to the Crown. 27
(4) An administrator has, in relation to the expenses specified in subsection 28
(1), the same priority on the winding up of an association as the 29
liquidator of the association has. 30
59 Liabilities arising from administration (cf Co-operatives Act 1992, section 337) 31
(1) An administrator is liable for any loss incurred by the association 32
because of any fraud, dishonesty, negligence or wilful failure by the 33
administrator to comply with this Act, the regulations or the 34
association's constitution. 35
(2) An administrator is not liable for any other loss, but must account for 36
the loss in a report given under section 57. 37
Page 32
Associations Incorporation Bill 2009 Clause 60
External administration and winding up Part 6
60 Stay of proceedings (cf Co-operatives Act 1992, section 337B) 1
(1) If the Director-General appoints an administrator to conduct an 2
association's affairs, a person must not begin or continue any legal 3
proceedings against the association until the administrator's 4
appointment is revoked except with the leave of the Supreme Court and, 5
if the Court grants leave, in accordance with any terms and conditions 6
that the Court imposes. 7
(2) A person intending to apply for the leave of the Supreme Court under 8
subsection (1) must give the Director-General not less than 10 days' 9
notice of intention to apply. 10
(3) On the hearing of an application under subsection (1), the 11
Director-General may be represented and may oppose the granting of 12
the application. 13
61 Administrator to report to Director-General (cf Co-operatives Act 1992, 14
section 337C) 15
On the receipt of a request from the Director-General, the administrator 16
for an association must, without delay, prepare and give to the 17
Director-General a report showing how the administration is being 18
carried out. 19
Division 3 Winding up 20
62 Voluntary winding up 21
An association may be wound up voluntarily if the association so 22
resolves by special resolution. 23
63 Involuntary winding up 24
(1) The Supreme Court may order the winding up of an association if: 25
(a) the association has by special resolution resolved that it be wound 26
up by the Court, or 27
(b) the association does not commence its operations within one year 28
after the date of its registration under this Act or suspends its 29
operations for a whole year, or 30
(c) the association is insolvent, or 31
(d) the association has conducted its affairs (including its affairs as 32
trustee of any trust) so as to provide pecuniary gain for its 33
members, or 34
(e) the association has engaged in activities inconsistent with its 35
objects, or 36
Page 33
Clause 64 Associations Incorporation Bill 2009
Part 6 External administration and winding up
(f) the committee of the association has acted in affairs of the 1
association in the interests of the committee or the committee 2
members rather than in accordance with its objects, or in any 3
other manner whatever that appears to the Court to be unfair or 4
unjust to the association's members, or 5
(g) the association would, if not registered under this Act, not be 6
eligible to be so registered, or 7
(h) the Director-General has, pursuant to section 73, directed the 8
association to apply for cancellation of its registration and the 9
association has failed to do so within the time fixed by the 10
direction, or 11
(i) the Court is of the opinion that it is just and equitable that the 12
association be wound up. 13
(2) An application to the Supreme Court for the winding up of an 14
association may be made by the association, by a member or creditor of 15
the association or by the Director-General. 16
64 Modifications to text of applied Corporations Act 2001 of the 17
Commonwealth 18
(1) The winding up of an association is declared to be an applied 19
Corporations legislation matter for the purposes of Part 3 of the 20
Corporations (Ancillary Provisions) Act 2001 in relation to Parts 5.5 21
and 5.6 of the Corporations Act 2001 of the Commonwealth, subject to: 22
(a) the modifications referred to in subsection (2), and 23
(b) such other modifications (within the meaning of Part 3 of the 24
Corporations (Ancillary Provisions) Act 2001) as may be 25
prescribed by the regulations. 26
(2) The following modifications to the text of the Corporations Act 2001 of 27
the Commonwealth apply for the purposes of subsection (1): 28
(a) a reference to a company or body is to be read as a reference to 29
an association, 30
(b) a reference to the directors of a company is to be read as a 31
reference to the committee members of an association, 32
(c) a reference to ASIC is to be read as a reference to the 33
Director-General, 34
(d) a reference to a company's principal place of business is to be 35
read as a reference to an association's official address, 36
(e) the reference to 5 years in section 1316 of that Act is taken to be 37
a reference to 3 years. 38
Page 34
Associations Incorporation Bill 2009 Clause 65
External administration and winding up Part 6
65 Distribution of surplus property 1
(1) In this section, a reference to the surplus property of an association is a 2
reference to that property of the association remaining after satisfaction 3
of the debts and liabilities of the association and the costs, charges and 4
expenses of the winding up of the association. 5
(2) In a winding up of an association, the surplus property of the association 6
is to be distributed in accordance with a special resolution of the 7
association. 8
(3) Any such distribution of surplus property: 9
(a) must be approved by the Director-General, and 10
(b) is not to be made to or for the benefit of: 11
(i) any member or former member of the association, or 12
(ii) any person to be held on trust for any member or former 13
member of the association, 14
unless the member or former member is an association (whether 15
incorporated or unincorporated) whose constitution, at the time 16
of the distribution, prohibits the distribution of property to its 17
members, and 18
(c) is subject to any trust affecting that property or any part of it. 19
(4) Surplus property or any part of it that consists of property supplied by a 20
government department or public authority, including any unexpended 21
portion of a grant, must be returned to the department or authority that 22
supplied it or to a body nominated by the department or authority. 23
(5) A person aggrieved by the operation of this section in relation to an 24
association's surplus property may apply to the Supreme Court for an 25
order as to its disposal. 26
(6) The Supreme Court may deal with such an application by making such 27
orders as it thinks fit with respect to the disposal of the association's 28
surplus property. 29
66 Appeal 30
(1) A person aggrieved by any act, omission or decision of an association's 31
liquidator or provisional liquidator may appeal to the Supreme Court in 32
respect of the act, omission or decision. 33
(2) The Supreme Court may deal with such an appeal by confirming, 34
reversing or modifying the act or decision, or remedying the omission, 35
as the case may be, and by making such other orders as it thinks fit. 36
Page 35
Clause 67 Associations Incorporation Bill 2009
Part 6 External administration and winding up
Division 4 Offences relating to incurring of debts or 1
fraudulent conduct 2
67 Definitions 3
(1) This Division applies to an association: 4
(a) that is insolvent, or 5
(b) that is being, or has been, wound up, or 6
(c) whose registration has been cancelled under Division 1 or 2 of 7
Part 7. 8
(2) In this Division, appropriate officer means: 9
(a) in relation to an association that has been or is being wound up, 10
the liquidator, or 11
(b) in relation to an association whose registration has been cancelled 12
by the Director-General or that is insolvent, the Director-General. 13
(3) For the purposes of this section, an association is taken to be insolvent 14
if, and only if, execution or other process issued on a judgment, decree 15
or order of any court in favour of a creditor of the association is returned 16
unsatisfied in whole or in part. 17
68 Incurring of debts in respect of association to which this Division applies 18
(1) If an association incurs a debt and: 19
(a) immediately before the debt is incurred: 20
(i) there are reasonable grounds for believing that the 21
association is or will become insolvent, or 22
(ii) there are reasonable grounds to expect that, if the 23
association incurs the debt, the association will become 24
insolvent, and 25
(b) the association is or becomes an association to which this 26
Division applies, 27
any person who was a committee member of the association at the time 28
the debt was incurred is guilty of an offence. 29
Maximum penalty: 50 penalty units or imprisonment for 1 year, or both. 30
(2) The association and any person who was a committee member of the 31
association at the time the debt was incurred are jointly and severally 32
liable for the payment of the debt. 33
(3) In any proceedings against a person under subsection (1), it is a defence 34
if the defendant proves: 35
(a) that the debt was incurred without the defendant's express or 36
implied authority or consent, or 37
Page 36
Associations Incorporation Bill 2009 Clause 69
External administration and winding up Part 6
(b) that, at the time the debt was incurred, the defendant did not have 1
reasonable grounds: 2
(i) to believe that the association was insolvent, or 3
(ii) to expect that, if the association incurred that debt, it would 4
become insolvent. 5
(4) If subsection (2) renders a person or persons liable to pay a debt incurred 6
by an association, the payment by that person or either or any of those 7
persons of the whole or any part of the debt does not render the 8
association liable to the person or persons concerned in respect of the 9
amount so paid. 10
69 Fraudulent conduct in respect of association to which this Division 11
applies 12
If: 13
(a) an association does any act (including the entering into of a 14
contract or transaction) with intent to defraud any person or for 15
any other fraudulent purpose, and 16
(b) the association is or becomes an association to which this 17
Division applies, 18
any person who was knowingly concerned in the doing of the act with 19
that intent or for that purpose is guilty of an offence. 20
Maximum penalty: 100 penalty units or imprisonment for 2 years, or 21
both. 22
70 Powers of Supreme Court 23
(1) If a person (the offender) is convicted of an offence under section 68 (1) 24
in respect of the incurring of a debt, the Supreme Court, on the 25
application of: 26
(a) the Director-General, or 27
(b) the person to whom the debt is payable (the creditor), 28
may declare that the offender is personally responsible, without any 29
limitation of liability, for payment to the creditor of the amount of the 30
debt or such part of it as the Court thinks fit. 31
(2) If a person (the offender) is convicted of an offence under section 69, 32
the Supreme Court, on the application of: 33
(a) the Director-General, or 34
(b) the appropriate officer, or 35
Page 37
Clause 71 Associations Incorporation Bill 2009
Part 6 External administration and winding up
(c) a member or creditor of the association authorised by the 1
Director-General to make such an application, 2
may declare that the offender is personally responsible, without any 3
limitation of liability, for payment to the association of the amount 4
required to satisfy so much of the debts of the association as the Court 5
thinks fit. 6
(3) If the Supreme Court makes a declaration under subsection (1), it may 7
make such further orders as it thinks fit for the purpose of giving effect 8
to that declaration. 9
(4) In particular, the Supreme Court may order that the offender's liability 10
is a charge on: 11
(a) a debt or obligation due from the association to the creditor, or 12
(b) a right or interest under a charge on any property of the 13
association held by or vested in the offender or a person on behalf 14
of the offender, or a person claiming as assignee from or through 15
the offender or a person acting on behalf of the offender. 16
(5) The Supreme Court may, from time to time, make such further order as 17
it thinks fit for the purpose of enforcing a charge imposed under 18
subsection (4). 19
(6) For the purpose of subsection (4) (b), assignee includes a person to 20
whom or in whose favour, by the direction of the offender: 21
(a) the debt, obligation or charge was created, issued or transferred, 22
or 23
(b) the interest was created, 24
but does not include an assignee for valuable consideration given in 25
good faith and without actual knowledge of any of the matters on which 26
the conviction or declaration was made. 27
71 Certain rights not affected 28
Nothing in this Division affects any rights of a person to indemnity, 29
subrogation or contribution. 30
Page 38
Associations Incorporation Bill 2009 Clause 72
Cancellation and transfer of registration Part 7
Part 7 Cancellation and transfer of registration 1
Division 1 Voluntary cancellation 2
72 Application for cancellation 3
(1) An association may apply to the Director-General for cancellation of its 4
registration. 5
(2) The application: 6
(a) must be in the approved form, and 7
(b) must include a copy of the special resolution by which the 8
association has approved: 9
(i) the cancellation of its registration, and 10
(ii) the proposed distribution of its assets, and 11
(c) must be accompanied by a statement (verified by statutory 12
declaration by 2 committee members) that the association has no 13
outstanding liabilities. 14
73 Director-General may direct association to apply for cancellation 15
(1) The Director-General may, by order in writing served on an association, 16
direct the association to apply for cancellation of its registration within 17
such time (being not less than 3 months) as is fixed by the direction. 18
(2) The Director-General may not give such a direction unless he or she is 19
satisfied that, having regard to the objects of this Act, the association 20
should no longer be registered: 21
(a) because some provision of the association's constitution is 22
contrary to law, or 23
(b) because of the Director-General's assessment of the nature or 24
extent of the association's activities, or 25
(c) because of the Director-General's assessment of the nature or 26
extent of the association's dealings with the public, or 27
(d) for any other reason that appears sufficient to the 28
Director-General. 29
74 Decision on application 30
(1) The Director-General may determine an application for cancellation of 31
an association's registration by cancelling the registration or by refusing 32
the application. 33
Page 39
Clause 75 Associations Incorporation Bill 2009
Part 7 Cancellation and transfer of registration
(2) An application for cancellation of an association's registration must be 1
refused if the Director-General suspects: 2
(a) that the association has outstanding obligations under this Act, or 3
(b) that the association has outstanding liabilities, or 4
(c) that the proposed distribution of assets does not comply with 5
section 75. 6
(3) On cancelling an association's registration, the Director-General is to 7
cause notice of that fact to be published in the Gazette and to be given 8
to the association. 9
75 Distribution of assets 10
(1) On the cancellation of its registration under this Division, an 11
association's assets are to be distributed in accordance with a special 12
resolution of the association. 13
(2) Any such distribution of assets: 14
(a) must be approved by the Director-General, and 15
(b) is not to be made to or for the benefit of: 16
(i) any member or former member of the association, or 17
(ii) any person to be held on trust for any member or former 18
member of the association, 19
unless the member or former member is an association (whether 20
incorporated or unincorporated) whose constitution, at the time 21
of the distribution, prohibits the distribution of property to its 22
members, and 23
(c) is subject to any trust affecting those assets or any part of them. 24
(3) Any asset that has been supplied by a government department or public 25
authority (including any unexpended portion of a grant) must be 26
returned to the department or authority that supplied it or delivered to 27
such person or body as that department or authority may direct. 28
(4) A person aggrieved by the operation of this section in relation to an 29
association's assets may apply to the Supreme Court for an order as to 30
their disposal. 31
(5) The Supreme Court may deal with such an application by making such 32
orders as it thinks fit with respect to the disposal of the association's 33
assets. 34
Page 40
Associations Incorporation Bill 2009 Clause 76
Cancellation and transfer of registration Part 7
Division 2 Involuntary cancellation 1
76 Director-General may cancel registration 2
(1) The Director-General may cancel an association's registration if 3
satisfied that: 4
(a) the association is not in operation, whether or not it has been 5
wound up, or 6
(b) the association has fewer than 5 members, or 7
(c) the association has failed to establish and maintain a committee 8
in accordance with section 28, or 9
(d) the association's committee does not include 3 or more members 10
of whom each is aged 18 years or more and of whom at least 3 are 11
ordinarily resident in Australia, or 12
(e) the association's public officer is not aged 18 years or more or not 13
ordinarily resident in New South Wales, or 14
(f) the association is, or has been, conducting its affairs (including its 15
affairs as trustee of any trust) so as to provide pecuniary gain for 16
its members, or 17
(g) during the last 3 financial years, the association has not held an 18
annual general meeting, or 19
(h) during the last 3 financial years, no financial statements for the 20
association have been lodged with the Director-General, or 21
(i) the association has failed to comply with a direction under 22
section 11 for the change of its name, or 23
(j) the association has become registered under this Act because of 24
fraud or mistake. 25
(2) An association's registration is not to be cancelled under this section if: 26
(a) the association is being wound up, or 27
(b) the Administrative Decisions Tribunal has ordered the 28
Director-General not to cancel the association's registration. 29
(3) Before cancelling an association's registration under this section, the 30
Director-General: 31
(a) must cause notice of the proposed cancellation to be given to the 32
association stating the ground or grounds referred to in 33
subsection (1) that the Director-General believes exist, and 34
(b) must give the association and its members at least 28 days within 35
which to make submissions to the Director-General with respect 36
to the proposed cancellation, and 37
Page 41
Clause 77 Associations Incorporation Bill 2009
Part 7 Cancellation and transfer of registration
(c) must give due consideration to any submissions that are made 1
within that period. 2
(4) After cancelling an association's registration under this section, the 3
Director-General must cause notice of that fact to be given to the 4
association. 5
(5) Any notice to be sent to an association under this section must be sent 6
by registered post addressed to the association: 7
(a) at the association's official address, or 8
(b) if the Director-General suspects that the association's official 9
address is no longer in use, at such other address as appears to the 10
Director-General to be an address that is used by the association. 11
77 Distribution of assets 12
(1) On the cancellation of an association's registration under this Division, 13
the association's property vests in the Director-General. 14
(2) The Director-General: 15
(a) may give such directions as the Director-General considers just 16
for or with respect to the payment of the association's debts and 17
liabilities, the distribution of its property and the winding up of 18
its affairs, and 19
(b) may appoint a person for the purpose of investigating the affairs 20
of the association with a view to the realisation of its property, 21
payment of its debts, discharge of its liabilities, distribution of its 22
property and winding up of its affairs, and 23
(c) may do all such other acts and things as are reasonably necessary 24
to be done for the purpose of the exercise of the 25
Director-General's powers under this section. 26
(3) The Director-General is entitled to be paid out of an association's 27
property any costs reasonably incurred in the exercise of the 28
Director-General's powers under this section in relation to the 29
association. 30
(4) Section 65 applies to and in respect of the distribution of any property 31
remaining after satisfaction of the association's debts and liabilities 32
under subsection (2) and the payment of the Director-General's costs 33
under subsection (3) in the same way as it applies to and in respect of 34
the distribution of surplus property under that section. 35
Page 42
Associations Incorporation Bill 2009 Clause 78
Cancellation and transfer of registration Part 7
Division 3 Transfer of registration 1
78 Application for transfer of registration declaration 2
(1) An association may apply to the Director-General for a transfer of 3
registration declaration in relation to its proposed registration under a 4
corresponding law. 5
(2) Such an application must be authorised by a special resolution passed 6
by the association. 7
(3) An application: 8
(a) must be in the approved form, and 9
(b) must identify the corresponding law under which the association 10
proposes to seek registration, and 11
(c) must include a copy of the special resolution referred to in 12
subsection (2), and 13
(d) must include any information required by the regulations, and 14
(e) must be accompanied by the fee prescribed by the regulations. 15
79 Decision on application 16
(1) The Director-General may determine an association's application for a 17
transfer of registration declaration: 18
(a) by making the transfer of registration declaration in terms: 19
(i) that identify the corresponding law under which the 20
association proposes to seek registration, and 21
(ii) that indicate that the Director-General has no objection to 22
the association becoming registered under that law, or 23
(b) by refusing the application. 24
(2) An application for a transfer of registration declaration may be refused 25
if the application does not comply with section 78. 26
(3) On making a transfer of registration declaration, the Director-General is 27
to cause a certificate as to the terms of the declaration to be given to the 28
applicant. 29
80 Effect of transfer of registration declaration 30
(1) A transfer of registration declaration authorises the association to which 31
it relates to transfer its incorporation to the corresponding law identified 32
in the declaration. 33
(2) If the association becomes registered under the corresponding law, the 34
Director-General must cancel its registration under this Act. 35
Page 43
Clause 81 Associations Incorporation Bill 2009
Part 7 Cancellation and transfer of registration
Division 4 General 1
81 Loss of corporate status 2
(1) Subject to any other Act or law, an association ceases to be a body 3
corporate when its registration is cancelled. 4
(2) This Act (except for this Division and Division 4 of Part 6) does not 5
apply to an association whose registration is cancelled. 6
82 Notice of cancellation to be sent to association 7
(1) On cancelling an association's registration, the Director-General is to 8
cause notice of that fact to be published in the Gazette and sent to the 9
association. 10
(2) Any notice to be sent to an association under this section must be sent 11
by registered post addressed to the association: 12
(a) at the association's official address, or 13
(b) if the Director-General suspects that the association's official 14
address is no longer in use, at such other address as appears to the 15
Director-General to be an address that is used by the association. 16
83 Certain liabilities not affected by cancellation 17
The cancellation of an association's registration does not affect any 18
liability of any former public officer or former committee member, and 19
any such liability may be enforced as if the association's registration 20
had not been cancelled. 21
84 Reinstatement of registration 22
(1) If the Director-General is satisfied that an association's registration 23
should not have been cancelled under this Part, and the association has 24
not become incorporated under any other Act or law, the 25
Director-General may reinstate its registration under this section. 26
(2) If an association's registration is reinstated under this section, the body 27
corporate previously established by this Act in relation to the 28
association is, as from the time of reinstatement, taken to have 29
continued in existence as if the association's registration had not been 30
cancelled. 31
(3) The regulations may make provision of a savings or transitional nature 32
consequent on the reinstatement of an association's registration and 33
incorporation under this section. 34
Page 44
Associations Incorporation Bill 2009 Clause 85
Enforcement provisions Part 8
Part 8 Enforcement provisions 1
Division 1 Power to require information and documents 2
85 Power to require information and documents 3
(1) The Director-General may, by notice in writing served on any person, 4
require the person to do either or both of the following within such time 5
as is specified in the notice: 6
(a) to furnish the Director-General with such information as the 7
person possesses in connection with the affairs of an association, 8
(b) to produce to the Director-General such documents as the person 9
possesses in connection with the affairs of an association. 10
(2) A person must not fail to comply with a requirement under this section. 11
Maximum penalty: 60 penalty units. 12
Note. The furnishing of false or misleading information and the production of 13
false or misleading documents are offences under Division 3 of Part 5 of the 14
Crimes Act 1900. 15
(3) A person is not excused from furnishing information or producing a 16
document pursuant to a requirement under this section on the ground 17
that to do so may tend to incriminate the person, but any information so 18
furnished or document so produced is not admissible in evidence 19
against the person in any criminal proceedings other than proceedings 20
for an offence under Division 3 of Part 5 of the Crimes Act 1900. 21
86 Power to enter premises 22
(1) An authorised officer: 23
(a) may enter any premises at which an association carries on any 24
activity, and 25
(b) may inspect, and take copies of or extracts from, any document 26
that relates to the carrying on of business at or from the premises, 27
for the purpose of ascertaining whether the provisions of this Act are 28
being complied with. 29
(2) The power of entry conferred by subsection (1) may not be exercised: 30
(a) in relation to any part of premises that is used for residential 31
purposes, or 32
(b) outside the hours during which business is being carried on at or 33
from the premises, 34
except with the consent of the occupier of the premises. 35
Page 45
Clause 87 Associations Incorporation Bill 2009
Part 8 Enforcement provisions
87 Search warrants 1
(1) An authorised officer under this Act may apply to an authorised officer 2
within the meaning of the Law Enforcement (Powers and 3
Responsibilities) Act 2002 for the issue of a search warrant if the 4
authorised officer under this Act believes on reasonable grounds that a 5
provision of this Act or the regulations is being or has been contravened 6
at any premises. 7
(2) An authorised officer within the meaning of the Law Enforcement 8
(Powers and Responsibilities) Act 2002 to whom such an application is 9
made may, if satisfied that there are reasonable grounds for doing so, 10
issue a search warrant authorising a named authorised officer under this 11
Act to enter the premises and to exercise any of the authorised officer's 12
functions under this Part. 13
(3) Division 4 of Part 5 of the Law Enforcement (Powers and 14
Responsibilities) Act 2002 applies to a search warrant issued under this 15
section. 16
88 Manner in which power of entry to be exercised 17
(1) The powers conferred on an authorised officer by this Division may not 18
be exercised in relation to any premises unless: 19
(a) the officer is in possession of a certificate of authority, issued in 20
accordance with the regulations, that evidences his or her 21
authority to exercise those powers, and 22
(b) the occupier of the premises has been given at least 24 hours' 23
notice that those powers are to be exercised or the 24
Director-General has given prior authority for the exercise of 25
those powers without the need for such notice. 26
(2) Authority under subsection (1) (b) may only be given if the 27
Director-General is satisfied, in the circumstances of the case, that the 28
giving of 24 hours' notice would frustrate the purpose for which the 29
powers are to be exercised. 30
(3) Reasonable force may be used for the purpose of effecting entry under 31
this Division. 32
89 Damage to be minimised 33
(1) In exercising the powers conferred by this Division, an authorised 34
officer must do as little damage as possible. 35
(2) The Director-General must compensate all interested parties for any 36
damage caused by an authorised officer as a consequence of the 37
exercise of the powers conferred by this Division. 38
Page 46
Associations Incorporation Bill 2009 Clause 90
Enforcement provisions Part 8
(3) Subsection (2) does not apply to the extent to which the occupier of the 1
premises has obstructed or hindered the authorised officer in the 2
exercise of the powers conferred by this Division. 3
Division 2 Offences 4
90 Offence of using certain names 5
(1) Any person or body (other than an association) that calls itself by a 6
name that includes the word "Incorporated" or "Inc" is guilty of an 7
offence. 8
Maximum penalty: 2 penalty units. 9
(2) Subsection (1) does not apply to a body that is incorporated, whether in 10
New South Wales or elsewhere, under a name that includes either of 11
those words. 12
91 Offences by committee members 13
(1) If an association contravenes, whether by act or omission, any provision 14
of this Act or the regulations, each committee member of the association 15
is taken to have contravened the same provision if he or she knowingly 16
authorised or permitted the contravention. 17
(2) A person may be proceeded against and convicted under a provision 18
pursuant to subsection (1) whether or not the association has been 19
proceeded against or convicted under that provision. 20
(3) In the case of a contravention of section 40, each person who, pursuant 21
to subsection (1), is taken to have contravened that section is, together 22
with the association, jointly and severally liable for all debts incurred by 23
the association as a consequence of that contravention. 24
(4) Nothing in this section affects any liability imposed on an association 25
for an offence committed by the association under this Act. 26
(5) For the purposes of this section, an association's public officer (not 27
otherwise being a committee member) is taken to be a committee 28
member. 29
92 Obstruction of authorised officers 30
A person must not obstruct or hinder an authorised officer in the 31
exercise of the officer's functions under this Act. 32
Maximum penalty: 60 penalty units. 33
93 Penalty notices 34
(1) An authorised officer may serve a penalty notice on a person if it 35
appears to the officer that the person has committed an offence against 36
Page 47
Clause 94 Associations Incorporation Bill 2009
Part 8 Enforcement provisions
this Act, being an offence prescribed by the regulations as a penalty 1
notice offence. 2
(2) A penalty notice is a notice to the effect that, if the person served does 3
not wish to have the matter determined by a court, the person can pay, 4
within the time and to the person specified in the notice, the amount of 5
the penalty prescribed by the regulations for the offence if dealt with 6
under this section. 7
(3) A penalty notice may be served personally or by post. 8
(4) If the amount of penalty prescribed for an alleged offence is paid under 9
this section, no person is liable to any further proceedings for the 10
alleged offence. 11
(5) Payment under this section is not to be regarded as an admission of 12
liability for the purpose of, and does not in any way affect or prejudice, 13
any civil claim, action or proceedings arising out of the same 14
occurrence. 15
(6) The regulations: 16
(a) may prescribe an offence for the purposes of this section by 17
specifying the offence or by referring to the provision creating 18
the offence, and 19
(b) may prescribe the amount of penalty payable for the offence if 20
dealt with under this section, and 21
(c) may prescribe different amounts of penalties for different 22
offences or classes of offences. 23
(7) The amount of a penalty prescribed under this section for an offence is 24
not to exceed the maximum amount of penalty that could be imposed for 25
the offence by a court. 26
(8) This section does not limit the operation of any other provision of, or 27
made under, this or any other Act relating to proceedings that may be 28
taken in respect of offences. 29
94 Proceedings for offences 30
(1) Proceedings for an offence against this Act or the regulations may be 31
dealt with summarily before a Local Court. 32
(2) Proceedings for an offence under section 31 (1), 32, 33, 40 (1), 68 (1) 33
or 69 may be commenced not later than 3 years from when the offence 34
was alleged to have been committed. 35
Note. Under section 179 of the Criminal Procedure Act 1986, proceedings for 36
any other summary offence under this Act must be commenced not later than 37
6 months from when the offence was alleged to have been committed. 38
Page 48
Associations Incorporation Bill 2009 Clause 95
Application of Corporations legislation Part 9
Part 9 Application of Corporations legislation 1
95 Excluded matters 2
(1) An association is declared to be an excluded matter for the purposes of 3
section 5F of the Corporations Act 2001 of the Commonwealth in 4
relation to the whole of the Corporations legislation. 5
Note. This section ensures that neither the Corporations Act 2001 of the 6
Commonwealth, nor the Australian Securities and Investments Commission Act 7
2001 of the Commonwealth, will apply to an association other than to the extent 8
specified in this section. Section 5F of the Corporations Act 2001 provides that 9
if a State law declares a matter to be an excluded matter in relation to the whole 10
of the Corporations legislation, other than to a specified extent, then that 11
legislation will apply, except to the specified extent, in relation to that matter in 12
the State concerned. However, other provisions of this Act provide for the 13
application of provisions of the Corporations legislation to associations as laws 14
of the State. 15
(2) Subsection (1) does not exclude the application of the following 16
provisions of the Corporations legislation to an association to the extent 17
to which those provisions would otherwise be applicable to the 18
association: 19
(a) provisions relating to the role of an association in the formation 20
of a company, 21
(b) provisions relating to the registration of an association as a 22
company under Chapter 5B of the Corporations Act 2001 of the 23
Commonwealth, 24
(c) provisions relating to substantial shareholdings, by or involving 25
an association, in a company, 26
(d) provisions conferring or imposing functions on an association as 27
a member, or former member, of a corporation, 28
(e) provisions relating to dealings by an association in financial 29
products of a corporation, 30
(f) provisions conferring or imposing functions on an association in 31
its dealings with a corporation, 32
(g) provisions relating to any of the following activities of an 33
association: 34
(i) the activity of operating, or being concerned in the 35
operation of, a managed investment scheme, 36
(ii) the activity of providing advice about, or dealing in, 37
insurance, 38
(iii) any activity regulated by or under Chapter 2L 39
(Debentures), Part 5.7 (Winding up bodies other than 40
companies), Chapter 6D (Fundraising) or Chapter 7 41
Page 49
Clause 96 Associations Incorporation Bill 2009
Part 9 Application of Corporations legislation
(Financial services and markets) of the Corporations Act 1
2001 of the Commonwealth. 2
(3) To avoid doubt, it is declared that subsection (1) does not operate to 3
exclude the operation of: 4
(a) Chapter 2F, 2L, 5C, 6D or 7 or section 1324 of the Corporations 5
Act 2001 of the Commonwealth, or 6
(b) Part 1, 2 or 3 of the Australian Securities and Investments 7
Commission Act 2001 of the Commonwealth to the extent 8
necessary to enforce the provisions of the Corporations 9
legislation referred to in subsection (2) (a)-(g) and in paragraph 10
(a) of this subsection. 11
(4) In this section, the Corporations legislation means the Corporations 12
legislation, within the meaning of the Corporations Act 2001 of the 13
Commonwealth, to which Part 1.1A of that Act applies. 14
96 Applying the Corporations legislation to associations 15
(1) The regulations may declare any matter relating to associations to be an 16
applied Corporations legislation matter for the purposes of Part 3 of the 17
Corporations (Ancillary Provisions) Act 2001 in relation to any 18
excluded Corporations legislation provision or provisions (with such 19
modifications as may be specified in the declaration). 20
Note. Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the 21
application of provisions of the Corporations Act 2001 of the Commonwealth 22
and Part 3 of the Australian Securities and Investments Commission Act 2001 23
of the Commonwealth as laws of New South Wales in respect of any matter 24
declared by a law of New South Wales (whether with or without modification) to 25
be an applied Corporations legislation matter for the purposes of that Part in 26
relation to those Commonwealth provisions. 27
(2) Without limiting subsection (1), any such regulations: 28
(a) may specify modifications to the definitions and other 29
interpretative provisions of the Corporations legislation relevant 30
to any excluded Corporations legislation provision that is the 31
subject of the declaration, and 32
(b) may specify that a reference to ASIC in any excluded 33
Corporations legislation provision that is the subject of the 34
declaration is to be read as a reference to another person, and 35
(c) may identify any excluded Corporations legislation provision to 36
which the declaration relates by reference to that provision as in 37
force at a particular time, and 38
(d) may specify a New South Wales court (other than the Supreme 39
Court) to exercise any function conferred on a court or the 40
Supreme Court by any excluded Corporations legislation 41
provision to which the declaration relates. 42
Page 50
Associations Incorporation Bill 2009 Clause 97
Application of Corporations legislation Part 9
(3) Words and expressions used in this section and also in Part 3 of the 1
Corporations (Ancillary Provisions) Act 2001 have the same meanings 2
as they have in that Part. 3
(4) In this section, excluded Corporations legislation provision means any 4
provision of the Corporations legislation that does not apply to 5
associations as a law of the Commonwealth. 6
97 Modifications to applied provisions 7
(1) If a provision of this Act declares a matter to be an applied Corporations 8
legislation matter for the purposes of Part 3 of the Corporations 9
(Ancillary Provisions) Act 2001 (the declaratory provision) in relation 10
to any provisions of the Corporations legislation (the applied 11
provisions), the declaratory provision is taken to specify the following 12
modifications: 13
(a) a reference in the applied provisions to the constitution of a 14
company is to be read as a reference to the constitution of an 15
association, 16
(b) a cross-reference in the applied provisions to another provision of 17
the Corporations legislation is, if that cross-reference is not 18
appropriate (because for example the provision cross-referred to 19
is not among the applied provisions), to be read as a 20
cross-reference to the equivalent provision of this Act, 21
(c) a reference in the applied provisions to the Commonwealth is to 22
be read as a reference to New South Wales, 23
(d) any of the applied provisions that are not relevant to associations 24
or which are incapable of application to associations are to be 25
ignored, 26
(e) modifications directed by the Director-General under subsection 27
(2). 28
(2) The Director-General may, by order published in the Gazette, give 29
directions as to the modifications that are necessary or desirable for the 30
effectual operation of applied provisions. 31
Page 51
Clause 98 Associations Incorporation Bill 2009
Part 10 Miscellaneous
Part 10 Miscellaneous 1
98 Register of Incorporated Associations 2
(1) The Director-General is to keep a Register of Incorporated Associations 3
in such form, and containing such particulars, as the Director-General 4
thinks fit. 5
(2) On payment of the fee prescribed by the regulations, a person is entitled: 6
(a) to inspect any document that has been lodged with the 7
Director-General under this Act, not being a document that has 8
been destroyed or otherwise disposed of, and 9
(b) to be given a copy (including a copy certified by the 10
Director-General) of, or an extract (including an extract certified 11
by the Director-General) from, any such document. 12
99 Power of Director-General to refuse to register or reject documents 13
(1) The Director-General may refuse to register or may reject a document 14
submitted to the Director-General if the Director-General considers the 15
document: 16
(a) contains matter contrary to law, or 17
(b) contains matter that is false or misleading in a material particular 18
in the form or context in which it is included, or 19
(c) because of an omission or misdescription, has not been properly 20
completed, or 21
(d) does not comply with the requirements of this Act, or 22
(e) contains an error, alteration or erasure, or 23
(f) has been submitted by electronic transmission in a form that is 24
not readily or satisfactorily accessible by the Director-General. 25
(2) If the Director-General refuses to register or rejects a document under 26
subsection (1), the Director-General may ask that: 27
(a) the document be appropriately altered, or 28
(b) a fresh document be submitted in its place, or 29
(c) if the document has not been properly completed--a 30
supplementary document in the approved form be submitted. 31
100 Evidentiary certificates 32
A certificate issued by the Director-General to the effect that: 33
(a) a specified association was or was not, on a specified date or 34
during a specified period, registered under this Act, or 35
Page 52
Associations Incorporation Bill 2009 Clause 101
Miscellaneous Part 10
(b) an association was or was not, on a specified date or during a 1
specified period, registered under this Act by a name so specified, 2
or 3
(c) a requirement of this Act specified in the certificate had or had 4
not been complied with by a specified date or within a specified 5
period, or 6
(d) a specified address was or was not, on a specified date or during 7
a specified period, the official address of a specified association, 8
or 9
(e) the constitution of a specified association was or was not, on a 10
specified date or during a specified period, in terms so specified, 11
is evidence of the matter or matters so certified. 12
101 Service of documents 13
(1) A document addressed to an association may be served on the 14
association: 15
(a) by leaving it at, or by sending it by post to, the association's 16
official address, or 17
(b) by delivering copies of it personally to the association's public 18
officer or to each of 2 committee members of the association, or 19
(c) in such other manner as the Director-General may in the special 20
circumstances of the case direct. 21
(2) As soon as practicable after a document addressed to an association is 22
received by a person who is, or has at any time within the past 23
12 months been, the association's public officer or a committee member 24
of the association, the person must bring the document to the attention 25
of the committee of the association. 26
Maximum penalty: 1 penalty unit. 27
(3) Nothing in this section affects the operation of any provision of a law or 28
of the rules of a court authorising a document to be served on a person 29
in any other manner. 30
102 Authorised officers 31
The Director-General may appoint any member of staff of the 32
Department as an authorised officer for the purposes of this Act. 33
103 Exclusion of personal liability 34
Anything done or omitted to be done: 35
(a) by the Director-General, or a person acting under the direction of 36
the Director-General, or 37
Page 53
Clause 104 Associations Incorporation Bill 2009
Part 10 Miscellaneous
(b) by an authorised officer, 1
does not subject the Director-General, person so acting or authorised 2
officer personally to any action, liability, claim or demand if the thing 3
was done, or omitted to be done, in good faith for the purpose of 4
executing this Act. 5
104 Review of decisions of Director-General 6
(1) An association may apply to the Administrative Decisions Tribunal for 7
a review of: 8
(a) any decision by the Director-General under section 7, 12, 16, 74 9
or 79 to refuse an association's application, or 10
(b) any direction given to the association by the Director-General 11
under section 11 or 73, or 12
(c) any cancellation of the association's registration by the 13
Director-General under section 76. 14
(2) Section 53 of the Administrative Decisions Tribunal Act 1997 does not 15
apply to the cancellation of an association's registration. 16
(3) A person aggrieved by a decision made by the Director-General to 17
appoint an administrator under section 54 or 55 may apply to the 18
Supreme Court for a review of the decision. 19
105 Waiver, remittal and postponement of fees 20
The Director-General may waive, remit or postpone payment of the 21
whole or any part of a fee payable under this Act. 22
106 Delegation of Director-General's functions 23
(1) The Director-General may delegate any of the Director-General's 24
functions under this Act, other than this power of delegation. 25
(2) Subject to the terms of the delegation, a person to whom a function has 26
been delegated under subsection (1) may authorise another person to 27
perform the function so delegated. 28
107 Regulations 29
(1) The Governor may make regulations, not inconsistent with this Act, for 30
or with respect to any matter that by this Act is required or permitted to 31
be prescribed or that is necessary or convenient to be prescribed for 32
carrying out or giving effect to this Act and, in particular, for or with 33
respect to the following matters: 34
(a) the form and content of a model constitution, 35
Page 54
Associations Incorporation Bill 2009 Clause 108
Miscellaneous Part 10
(b) the manner and form in which an application for an extension of 1
time under section 37 (2) is to be made, and the fees that are 2
payable in connection with any such application, 3
(c) the additional fees that are payable for late payment of any 4
prescribed fee, 5
(d) the exemption by the Director-General of any association, or 6
class of associations, from the requirements of this Act in relation 7
to the preparation and auditing of financial statements, 8
(e) the books, documents and other records that must be kept by 9
associations. 10
(2) A model constitution must address each of the matters referred to in 11
Schedule 1, and may deal with any other matters. 12
(3) A provision of a regulation may impose a penalty not exceeding 13
2 penalty units for any offence against the provision. 14
108 Repeals 15
The Associations Incorporation Act 1984 and the Associations 16
Incorporation Regulation 1999 are repealed. 17
109 Review of Act 18
(1) The Minister is to review this Act to determine whether the policy 19
objectives of the Act remain valid and whether the terms of the Act 20
remain appropriate for securing those objectives. 21
(2) The review is to be undertaken as soon as possible after the period of 22
5 years from the date of assent to this Act. 23
(3) A report on the outcome of the review is to be tabled in each House of 24
Parliament within 12 months after the end of the period of 5 years. 25
Page 55
Associations Incorporation Bill 2009
Schedule 1 Matters to be addressed in association's constitution
Schedule 1 Matters to be addressed in association's 1
constitution 2
(Sections 6, 10 and 107) 3
1 Membership qualifications 4
The qualifications (if any) for membership of the association. 5
2 Register of members 6
The register of the association's members. 7
3 Fees, subscriptions etc 8
The entrance fees, subscriptions and other amounts (if any) to be paid 9
by the association's members. 10
4 Members' liabilities 11
The liability (if any) of the association's members to contribute towards 12
the payment of the debts and liabilities of the association or the costs, 13
charges and expenses of the winding up of the association. 14
5 Disciplining of members 15
The procedure (if any) for the disciplining of the association's members 16
and the mechanism (if any) for appeals by members in respect of 17
disciplinary action taken against them. 18
6 Internal disputes 19
The mechanism for the resolution of disputes between members (in 20
their capacity as members) and between members and the association. 21
7 Committee 22
The constitution and functions of the committee, including: 23
(a) the election or appointment of the committee members, and 24
(b) the terms of office of the committee members, and 25
(c) the grounds on which, or reasons for which, the office of a 26
committee member is to become vacant, and 27
(d) the filling of casual vacancies occurring on the committee, and 28
(e) the quorum and procedure at meetings of the committee. 29
8 Calling of general meetings 30
The intervals between general meetings of the association's members 31
and the manner of calling general meetings. 32
Page 56
Associations Incorporation Bill 2009
Matters to be addressed in association's constitution Schedule 1
9 Notice of general meetings 1
The time within which, and the manner in which, notices of general 2
meetings and notices of motion are to be given, published or circulated. 3
10 Procedure at general meetings 4
The quorum and procedure at general meetings of the association's 5
members, and whether members are entitled to vote by proxy at general 6
meetings. 7
11 Postal ballots 8
The kinds of resolution that may be voted on by means of a postal ballot. 9
12 Sources of funds 10
The sources from which the funds of the association are to be or may be 11
derived. 12
13 Management of funds 13
The manner in which the funds of the association are to be managed 14
and, in particular, the mode of drawing and signing cheques on behalf 15
of the association. 16
14 Custody of books etc 17
The custody of books, documents and securities of the association. 18
15 Inspection of books etc 19
The inspection by the association's members of books and documents 20
of the association. 21
16 Financial year 22
The association's financial year. 23
Page 57
Associations Incorporation Bill 2009
Schedule 2 Provisions relating to association's assets, rights and liabilities
Schedule 2 Provisions relating to association's 1
assets, rights and liabilities 2
(Section 8) 3
1 Definitions 4
In this Schedule: 5
assets of a former body include assets held for or on behalf of the body 6
or its members (in their capacity as members) and assets held for the 7
objects of the body. 8
former body, in relation to an association, means: 9
(a) an unincorporated body that has been incorporated as a 10
consequence of its registration under this Act, or 11
(b) each of 2 or more associations that have amalgamated to form the 12
association. 13
2 Transfer of assets, rights and liabilities etc 14
(1) On an association's incorporation under this Act, the following 15
provisions have effect: 16
(a) the assets of the former body vest in the association by virtue of 17
this clause and without the need for any conveyance, transfer, 18
assignment or assurance, 19
(b) the rights and liabilities of the former body become by virtue of 20
this clause the rights and liabilities of the association, 21
(c) all proceedings relating to the assets, rights and liabilities of the 22
former body that were commenced by or against the former body 23
and still pending are taken to be proceedings by or against the 24
association, 25
(d) any act, matter or thing in relation to the assets, rights and 26
liabilities of the former body that was done or omitted to be done 27
by, to or in respect of the former body is taken to have been done 28
or omitted by, to or in respect of the association, 29
(e) subject to the regulations, any reference in any instrument, or in 30
any document of any kind, to the former body or a predecessor of 31
the former body is, to the extent to which it relates to the assets, 32
rights or liabilities of the former body, to be read as, or as 33
including, a reference to the association. 34
(2) Assets that vest in an association by operation of this clause are not to 35
be dealt with contrary to the provisions of any trust affecting them 36
immediately before the association's incorporation under this Act, 37
Page 58
Associations Incorporation Bill 2009
Provisions relating to association's assets, rights and liabilities Schedule 2
being provisions as to the purposes for which the assets may or must be 1
applied. 2
(3) The operation of this clause is not to be regarded: 3
(a) as a breach of contract or confidence or otherwise as a civil 4
wrong, or 5
(b) as a breach of any contractual provision prohibiting, restricting or 6
regulating the assignment or transfer of assets, rights or 7
liabilities, or 8
(c) as giving rise to any remedy by a party to an instrument, or as 9
causing or permitting the termination of any instrument, because 10
of a change in the beneficial or legal ownership of any asset, right 11
or liability. 12
(4) The operation of this clause is not to be regarded as an event of default 13
under any contract or other agreement. 14
3 Certificate evidence 15
(1) A certificate that is issued by the public officer of an association, that is 16
in the approved form, that is verified by statutory declaration and that 17
states that, immediately before the association's incorporation under 18
this Act: 19
(a) specified property was vested in a specified former body, or 20
(b) specified property was held by a person for or on behalf of a 21
specified body or its members (in their capacity as members) or 22
for its objects, 23
is evidence of the matters so stated. 24
(2) A certificate that is issued by the Director-General and that states that a 25
specified body is a former body in relation to a specified association is 26
evidence of the matter so stated. 27
4 Attornment not necessary 28
No attornment to an association by any lessee of land vested in the 29
association by operation of this Schedule is necessary. 30
5 Stamp duty etc 31
(1) A document or an instrument executed or registered solely: 32
(a) for a purpose ancillary to, or consequential on, the operation of 33
this Schedule, or 34
(b) for the purpose of giving effect to this Schedule, 35
is not liable to duty under the Duties Act 1997 or to any fee or charge 36
payable under any Act for registration. 37
Page 59
Associations Incorporation Bill 2009
Schedule 2 Provisions relating to association's assets, rights and liabilities
(2) A dutiable transaction within the meaning of the Duties Act 1997 that is 1
not in writing and that occurs solely: 2
(a) for a purpose ancillary to, or consequential on, the operation of 3
this Schedule, or 4
(b) for the purpose of giving effect to this Schedule, 5
is not liable to duty under the Duties Act 1997. 6
Page 60
Associations Incorporation Bill 2009
Amendment of other Acts Schedule 3
Schedule 3 Amendment of other Acts 1
3.1 Baptist Churches of New South Wales Property Trust Act 2
1984 No 4 3
Section 44 Certain provisions of Associations Incorporation Act 2009 4
not to apply 5
Omit "Associations Incorporation Act 1984" from section 44 (1). 6
Insert instead "Associations Incorporation Act 2009". 7
3.2 Co-operatives Act 1992 No 18 8
[1] Section 316 Application for transfer 9
Omit "Associations Incorporation Act 1984" from section 316 (1) (b). 10
Insert instead "Associations Incorporation Act 2009". 11
[2] Section 321A 12
Insert after section 321: 13
321A Registration under the Associations Incorporation Act 2009 14
(1) Sections 320 and 321 do not apply to or in respect of a 15
co-operative that applies for registration under the Associations 16
Incorporation Act 2009. 17
Note. See sections 6 and 9 of the Associations Incorporation Act 2009 18
in relation to the registration under that Act of registrable corporations. 19
See also the definition of registrable corporation in section 4 of that 20
Act. 21
(2) For the purposes of section 6 (3) (g) of the Associations 22
Incorporation Act 2009, the Registrar may issue a document 23
declaring that the requirements of this Act in relation to the 24
transfer of a co-operative's registration under this Act to 25
registration under that Act have been complied with. 26
(3) If a former co-operative becomes registered under the 27
Associations Incorporation Act 2009, the Registrar may cancel 28
its registration under this Act. 29
Page 61
Associations Incorporation Bill 2009
Schedule 3 Amendment of other Acts
3.3 Country Women's Association of New South Wales 1
Incorporation Act 1931 2
Section 11 3
Omit the section. Insert instead: 4
11 Registration of rules 5
(1) The rules of the corporation recorded in the register under the 6
Associations Incorporation Act 1984 are, on the repeal of that 7
Act, to continue to be recorded in the Register of Incorporated 8
Associations kept under the Associations Incorporation Act 9
2009. 10
(2) After the commencement of the Associations Incorporation Act 11
2009, any alteration or repeal of a rule, or any new rule, does not 12
take effect until a copy is lodged for recording in the register 13
under that Act. 14
(3) The officer in charge of the register under that Act may, for that 15
purpose, apply provisions of that Act relating to the lodging of 16
documents by associations. 17
(4) The provisions of that Act relating to the inspection of the register 18
under that Act apply to the inspection of rules recorded under this 19
section. 20
3.4 Education Act 1990 No 8 21
Section 115 Constitution of associations and district councils 22
Omit "Associations Incorporation Act 1984" from section 115 (1A). 23
Insert instead "Associations Incorporation Act 2009". 24
3.5 Fines Act 1996 No 99 25
Schedule 1 Statutory provisions under which penalty notices issued 26
Insert in alphabetical order of Acts: 27
Associations Incorporation Act 2009, section 93 28
3.6 Frustrated Contracts Act 1978 No 105 29
Section 6 Act does not apply to certain contracts 30
Omit "Associations Incorporation Act 1984" from section 6 (2) (d). 31
Insert instead "Associations Incorporation Act 2009". 32
Page 62
Associations Incorporation Bill 2009
Amendment of other Acts Schedule 3
3.7 Hunter Water Act 1991 No 53 1
Section 3 Definitions 2
Omit "Associations Incorporation Act 1984" from the definition of statutory 3
body in section 3 (2). 4
Insert instead "Associations Incorporation Act 2009". 5
3.8 Industrial Relations Act 1996 No 17 6
Section 217 Organisations capable of applying for registration 7
Omit "Associations Incorporation Act 1984" from section 217 (1) (a) and (c) 8
wherever occurring. 9
Insert instead "Associations Incorporation Act 2009". 10
3.9 Law Enforcement (Powers and Responsibilities) Act 2002 11
No 103 12
Schedule 2 Search warrants under other Acts 13
Insert in alphabetical order: 14
Associations Incorporation Act 2009, section 87 15
3.10 Parents and Citizens Associations Incorporation Act 1976 16
No 50 17
[1] Section 19 Public liability insurance 18
Omit the definition of approved public liability insurance from section 19 (2). 19
Insert instead: 20
approved insurer means a person, or a person belonging to a 21
class of persons: 22
(a) approved as referred to in section 95 of the Strata Schemes 23
Management Act 1996, or 24
(b) approved by the Minister by order published in the 25
Gazette. 26
approved public liability insurance means liability insurance 27
with an approved insurer for a cover of at least $2,000,000 or 28
such other amount as may be prescribed by the regulations. 29
Page 63
Associations Incorporation Bill 2009
Schedule 3 Amendment of other Acts
[2] Section 23 Regulations 1
Omit "Associations Incorporation Act 1984". 2
Insert instead "Associations Incorporation Act 2009". 3
3.11 Passenger Transport Act 1990 No 39 4
Section 5A Persons who may be accredited 5
Omit "Associations Incorporation Act 1984" from section 5A (1) (c). 6
Insert instead "Associations Incorporation Act 2009". 7
3.12 Police Act 1990 No 47 8
[1] Section 204A Use of "police" in operating name 9
Omit "Associations Incorporation Act 1984" from section 204A (5). 10
Insert instead "Associations Incorporation Act 2009". 11
[2] Section 204B Consents for the purposes of section 204A 12
Omit "Associations Incorporation Act 1984" from section 204B (5) and (6) (b) 13
wherever occurring. 14
Insert instead "Associations Incorporation Act 2009". 15
[3] Section 204B (6) (b) (i) 16
Omit "14 (5)". Insert instead "12 (3)". 17
[4] Section 204B (6) (b) (ii) 18
Omit "54". Insert instead "76". 19
3.13 Sheriff Act 2005 No 6 20
[1] Section 11 Use of word "sheriff" in operating name 21
Omit "Associations Incorporation Act 1984" from section 11 (5). 22
Insert instead "Associations Incorporation Act 2009". 23
[2] Section 12 Consents for the purposes of section 11 24
Omit "Associations Incorporation Act 1984" from section 12 (5) and (6) (b) 25
wherever occurring. 26
Insert instead "Associations Incorporation Act 2009". 27
Page 64
Associations Incorporation Bill 2009
Amendment of other Acts Schedule 3
[3] Section 12 (6) (b) (i) 1
Omit "14 (5)". Insert instead "12 (3)". 2
[4] Section 12 (6) (b) (ii) 3
Omit "54". Insert instead "76". 4
3.14 Sydney Water Act 1994 No 88 5
Section 3 Definitions 6
Omit "Associations Incorporation Act 1984" from paragraph (c) of the 7
definition of statutory body in section 3 (2). 8
Insert instead "Associations Incorporation Act 2009". 9
3.15 Sydney Water Catchment Management Act 1998 No 171 10
Section 3 Definitions 11
Omit "Associations Incorporation Act 1984" from paragraph (c) of the 12
definition of public authority in section 3 (1). 13
Insert instead "Associations Incorporation Act 2009". 14
3.16 Water Management Act 2000 No 92 15
Dictionary 16
Omit "Associations Incorporation Act 1984" from paragraph (c) of the 17
definition of statutory body. 18
Insert instead "Associations Incorporation Act 2009". 19
Page 65
Associations Incorporation Bill 2009
Schedule 4 Savings, transitional and other provisions
Schedule 4 Savings, transitional and other 1
provisions 2
Part 1 Savings and transitional regulations 3
1 Savings and transitional regulations 4
(1) The regulations may contain provisions of a savings or transitional 5
nature consequent on the enactment of the following Acts: 6
this Act 7
(2) Any such provision may, if the regulations so provide, take effect from 8
the date of assent to the Act concerned or a later date. 9
(3) To the extent to which any such provision takes effect from a date that 10
is earlier than the date of its publication on the NSW legislation website, 11
the provision does not operate so as: 12
(a) to affect, in a manner prejudicial to any person (other than the 13
State or an authority of the State), the rights of that person 14
existing before the date of its publication, or 15
(b) to impose liabilities on any person (other than the State or an 16
authority of the State) in respect of anything done or omitted to 17
be done before the date of its publication. 18
Part 2 Provisions consequent on enactment of this 19
Act 20
2 Definitions 21
In this Part: 22
former association means an association whose incorporation under the 23
1984 Act was in force immediately before the commencement of this 24
Act. 25
the 1984 Act means the Associations Incorporation Act 1984, as in 26
force immediately before its repeal by this Act. 27
3 Continuation of registration of existing associations 28
(1) A former association is taken to have been registered under this Act. 29
(2) The body corporate that arises from the registration of a former 30
association under this Act is a continuation of, and the same legal entity 31
as, the former association. 32
Page 66
Associations Incorporation Bill 2009
Savings, transitional and other provisions Schedule 4
4 Rules of existing associations 1
(1) The rules of a former association are taken to be its constitution under 2
this Act and, until the former association changes them under this Act, 3
are taken to comply with the requirements of this Act. 4
(2) To the extent to which a former association adopted the model rules 5
established under the 1984 Act, and until it changes its rules under this 6
Act, those model rules continue in force in relation to that association. 7
5 Association members 8
Subject to the former association's rules, a person who was a member 9
of a former association, or a member of a former association's 10
committee, continues to be such a member. 11
6 Reservation of names 12
Any name that, immediately before the commencement of Division 3 of 13
Part 2, was reserved under the 1984 Act is taken to have been reserved 14
under this Act. 15
7 Continuation of register 16
The register kept under section 59 of the 1984 Act is taken to be the 17
Register of Incorporated Associations under this Act. 18
8 Continuation of certain certificates 19
A certificate issued under section 62 of the 1984 Act has the same 20
evidentiary effect as a certificate issued under section 100 of this Act. 21
9 Continuation of certain appeals 22
An appeal made under section 72 of the 1984 Act is to be heard and 23
determined as if this Act had not been enacted, but the decision on the 24
appeal is to be given effect to as if it were a decision on an application 25
under section 104 of this Act. 26
10 Construction of other references 27
Subject to this Schedule and the regulations, in any Act or instrument: 28
(a) a reference to a provision of the 1984 Act for which there is a 29
corresponding provision in this Act extends to the corresponding 30
provision of this Act, and 31
(b) a reference to any act, matter or thing referred to in a provision of 32
the 1984 Act for which there is a corresponding provision in this 33
Act extends to the corresponding act, matter or thing referred to 34
in the corresponding provision of this Act. 35
Page 67
Associations Incorporation Bill 2009
Schedule 4 Savings, transitional and other provisions
11 General saving 1
Subject to this Schedule and the regulations: 2
(a) anything begun before the commencement of this Act under a 3
provision of the 1984 Act for which there is a corresponding 4
provision in this Act may be continued and completed under the 5
1984 Act as if this Act had not been enacted, and 6
(b) subject to paragraph (a), anything done under a provision of the 7
1984 Act for which there is a corresponding provision in this Act 8
(including anything arising under paragraph (a)) is taken to have 9
been done under the corresponding provision of this Act. 10
Page 68
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