ASSOCIATIONS INCORPORATION REFORM ACT 2012

Victorian Current Acts

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ASSOCIATIONS INCORPORATION REFORM ACT 2012

TABLE OF PROVISIONS

PART 1--PRELIMINARY

1. Purposes
2. Commencement
3. Definitions
4. Securing pecuniary profit for members

PART 2--FORMATION OF INCORPORATED ASSOCIATION

Division 1--Incorporation of association

5. Authority to apply for incorporation
6. Application for incorporation
7. Registration of proposed incorporated association
8. Incorporation and certificate of registration
9. Vesting of property

Division 2--Registration of existing bodies

10. Meaning of registrable body
11. Eligibility to apply to be registered under this Act
12. Application for incorporation under this Act
13. Registration of registrable body
14. Incorporation and certificate of registration
15. Effect of incorporation of registrable body

Division 3--Amalgamation of incorporated associations

16. Definitions
17. Approval to apply for amalgamation
18. Application for amalgamation
19. Amalgamation of incorporated associations
20. Amalgamation and certificate of registration
21. Effect of amalgamation

PART 3--NAME AND REGISTERED ADDRESS

22. Name of incorporated association
23. Name must appear on business documents etc.
24. Application to change name of incorporated association
25. Registration of new name
26. Change of name does not create new legal entity etc.
27. Direction to change name
28. Registered address of incorporated association

PART 4--LEGAL CAPACITY AND POWERS OF INCORPORATED ASSOCIATION

Division 1--General

29. Incorporated association is a body corporate
30. General powers of incorporated association
31. Trust property
32. Disposal of trust property
33. Incorporated association not to secure pecuniary profit for members

Division 2--Prohibited transactions, unauthorised acts etc.

34. Restriction of exercise of powers
35. Prohibited transactions
36. Unauthorised act, conveyance or transfer performed pursuant to contract

Division 3--Authentication and execution of documents and confirmation of contracts

37. Authentication of document or proceeding
38. Execution of contract or other document by signature
39. Incorporated association may authorise person to execute deed
40. Execution under seal
41. Contractual formalities
42. Other requirements as to consent or sanction not affected

Division 4--Pre-registration contracts

43. Contracts before registration
44. Person may be released from liability but is not entitled to indemnity
45. This Division replaces other rights and liabilities

PART 5--RULES, MEMBERSHIP AND GENERAL MEETINGS

Division 1--Rules of incorporated association

46. Rules constitute terms of contract
47. Requirements
48. Rules of an incorporated association
49. Model rules
50. Alteration of rules

Division 2--Membership

51. Membership of an incorporated association
52. Limitation of rights and liabilities of members
53. Inspection of rules and minutes
54. Disciplinary action
55. Grievance procedure

Division 3--Register of members

56. Register of members
57. Inspection of register of members
58. Improper use of information recorded on register of members
59. Restriction of access to personal information
59A. Exemption from section 57
59B. Revocation of exemption from section 57

Division 4--General meetings

60. Requirement to give notice of general meeting
61. Right of member to attend and vote at general meeting
62. Use of technology at general meetings
63. Annual general meeting
64. Special resolutions
65. Declaration by chairperson of passing of resolution
66. Approval to pass special resolution in other manner

Division 5--Court orders enforcing rules or rights of members

67. Enforcement of rules
68. Oppressive conduct
69. Oppressive conduct—transfer of proceeding to Supreme Court
70. Order altering rules
71. Lodgement of order with Registrar

PART 6--MANAGEMENT

Division 1--Appointment of secretary and committee

72. First secretary
73. Filling vacancy
74. Notice of appointment
74A. Notification of change of address
75. Acts of secretary not invalid
76. Secretary may hold other offices in association
77. First committee
78. Removal from and vacation of office

Division 2--Meetings of the committee

79. Use of technology at committee meetings
80. Disclosure of material personal interest
81. Matter on which committee member has material personal interest

Division 3--Duties of office holders

82. Definition
83. Improper use of information or position
84. Duty of care and diligence
85. Duty of good faith and proper purpose
86. Reliance on information or advice
87. Indemnity of office holders

Division 4--Miscellaneous

88. Return of documents belonging to incorporated association

PART 7--FINANCIAL REPORTING

Division 1--General requirements

89. Obligation to keep financial records
90. Tier one, tier two and tier three associations
91. Registrar may declare an incorporated association to be tier one or tier two association

Division 2--Tier one associations

92. Obligation to prepare financial statements
93. Review of financial statements
94. Submission of financial statement to annual general meeting

Division 3--Tier two associations

95. Obligation to prepare financial statements
96. Review of financial statements
97. Submission of financial statements to annual general meeting

Division 4--Tier three associations

98. Obligation to prepare financial statements
99. Audit of financial statements
100. Submission of financial statements to annual general meeting

Division 5--General requirements relating to financial statements

101. Content of financial statements
102. Lodgement of annual statement with Registrar
103. Exemption from requirements under section 102
103A. Information sharing
104. Extension of time to hold annual general meeting or to lodge annual statement
105. Retention of financial statements and other documents

Division 6--Removal of auditor

106. Removal of auditor by resolution
107. Auditor may make representation
108. Exemption from requirements

PART 8--TRANSFER OF INCORPORATION

109. Definitions
110. Application for transfer of incorporation
111. Direction to transfer incorporation
112. Notice of transfer to Registrar
113. Validity of contracts
114. New body ceases to be incorporated under this Act
115. Effect of transfer of incorporation

PART 9--STATUTORY MANAGEMENT OF INCORPORATED ASSOCIATION

116. Appointment of statutory manager
117. Effect of appointment of statutory manager
118. Powers of statutory manager
119. Revocation of appointment
120. Expenses of statutory management
121. Liabilities arising from statutory management
122. Statutory manager to report to Registrar
123. Additional powers of Registrar
124. Stay of proceedings

PART 10--WINDING UP AND CANCELLATION

Division 1--Winding up

125. Voluntary winding up
126. Winding up by the court
127. Winding up on certificate of Registrar
128. Procedure before certification
129. Review of certificate
130. Procedure for winding up on certificate

Division 2--Distribution of surplus assets on winding up

131. Definition
132. Distribution of surplus assets
133. Court order relating to distribution of surplus assets

Division 3--Cancellation of incorporation

134. Cancellation on winding up
135. Cancellation on ceasing to operate
136. Application for cancellation of incorporation
137. Consideration of application by Registrar
138. Cancellation of incorporation on application
139. Liability continues
140. Vesting of property after cancellation
141. Proceeds from sale or disposal of property
142. Reinstatement of cancelled association by Registrar
143. Reinstatement of cancelled association by Supreme Court

PART 11--CORPORATIONS LEGISLATION

Division 1--Exclusion from Corporations legislation

144. Incorporated association excluded from Corporations legislation

Division 2--Declaration of applied Corporations legislation

145. Common modifications
146. Civil penalties applying to office holders
147. Receivers and other controllers of property of incorporated association
148. Voluntary administration
149. Voluntary winding up
150. Winding up by the court
151. Winding up generally
152. Insolvency
153. General
154. Offences under applied provisions
155. Commonwealth Criminal Code does not apply

PART 12--POWERS OF ENTRY AND INSPECTION

Division 1--General

156. Definitions
157. Production of identification

Division 2--Requirements to produce information

158. Inspector may seek court order
159. Inspection of documents under court order
160. Notification of execution of court order
161. Publisher required to produce information

Division 3--Entry and search of premises with consent

162. Entry and search with consent
163. Notice before entry and search
164. Acknowledgement of consent to entry and search

Division 4--Entry and search of premises without consent

165. Entry of premises open to the public
166. Entry without consent or warrant
167. Use or seizure of electronic equipment at premises

Division 5--Entry and search of premises with warrant

168. Search warrants
169. Form and content of search warrants
169A. Warrant may authorise the giving of a direction requiring assistance from person with knowledge of a computer or other electronic device
170. Announcement before entry
171. Details of warrant to be given to occupier
172. Seizure of things not mentioned in the warrant

Division 6--Documents

173. Copies of seized documents
174. Retention and return of seized documents or things
175. Magistrates' Court may extend 3 month period

Division 7--Offences

176. Refusal or failure to comply with requirement
177. Protection against self-incrimination
178. Offence to give false or misleading information
179. Offence to hinder or obstruct inspector
180. Offence to impersonate inspector

Division 8--Miscellaneous

181. Entry to be reported to the Registrar
182. Requirement to assist inspector during entry
183. Register of exercise of powers of entry
184. Complaints
185. Service of documents
186. Confidentiality

PART 13--ADMINISTRATION

Division 1--Registrar

187. Registrar of Incorporated Associations
188. Official seal
189. Registrar may delegate
190. Agents of the Registrar

Division 2--Register and documents held by Registrar

191. Register
192. Corrections of register
193. Restriction on personal information
194. Release of restricted information
195. Rights of review
196. Inspection of register and obtaining copies of documents
197. Duplicate certificate of registration

Division 3--Lodgement of documents

198. Payment of fee
199. Method of lodgement
200. Special arrangements for the lodgement of documents
201. Retention of original documents
202. Requirement to produce and lodge documents
203. Signatures
204. Refusal to register or receive document
205. Refusal to register or receive invalid document
206. Records and documents in language other than English

Division 4--Fees

207. Waiver or refund of fees

PART 14--OFFENCES AND PROCEEDINGS

Division 1--General enforcement provisions

208. False and misleading statements
209. Use of the word "Incorporated"
210. Limitation on proceedings for offence
211. Continuing offences

Division 2--Infringement notices

212. Infringement notices
213. Additional step for ongoing offence

PART 15--GENERAL

214. Notice of register or document held by Registrar
215. Assumptions
216. Evidentiary provisions
217. Service of documents
218. Exemption from duty
219. Application of Australian Consumer Law and Fair Trading Act 2012
220. Transfer of proceeding to Supreme Court
221. Qualified privilege
222. Regulations

PART 16--TRANSITIONAL PROVISIONS

223. Transitional provisions
SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
ENDNOTES

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