Victorian Numbered Acts Victorian Numbered ActsAfter Part VIIA of the Principal Act insert —
(1) The Registrar may apply to the Magistrates' Court for the appointment of a statutory manager to conduct the affairs of an incorporated association.
(2) On an application under subsection (1), the Magistrates' Court may, by order, appoint a person as statutory manager of the incorporated association subject to the terms and conditions the Court determines.
(3) The order must specify—
(a) the date of appointment; and
(b) the appointee's name; and
(c) the appointee's business address.
(4) If the appointee's name or business address changes, the appointee must immediately give written notice of the change to the Registrar.
(5) The Magistrates' Court must not appoint a statutory manager unless the Registrar certifies that following an investigation pursuant to the provisions of this Act into the affairs of the incorporated association or the working and financial condition of the incorporated association, the appointment is in the interests of its members, its creditors or the public.
(1) On the appointment of a statutory manager of an incorporated association the committee members of the incorporated association cease to hold office.
(2) A committee member of an incorporated association must not be appointed or elected while the statutory manager is in office except as provided by this Part.
(1) A statutory manager of an incorporated association—
(a) has control of, and may manage, the property and affairs of the incorporated association; and
(b) may dispose of all or part of the property of the incorporated association; and
(c) may engage or discharge employees on behalf of the incorporated association; and
(d) may perform any function and exercise any power that could, were the incorporated association not under statutory management, be performed or exercised by—
(i) the incorporated association; or
(ii) any officer of the incorporated association; or
(iii) the members of the incorporated association.
(2) To avoid doubt and without limiting subsection (1)(d), the statutory manager may perform any function and exercise any power the incorporated association has as trustee.
(1) A statutory manager holds office until the statutory manager's appointment is revoked.
(2) A statutory manager's appointment is revoked if any of the following occurs—
(a) on application by the Registrar, the Magistrates' Court orders the revocation of the appointment of a statutory manager;
(b) a liquidator of the incorporated association is appointed by the Supreme Court;
(c) the Registrar cancels the incorporation of the incorporated association under section 36EC.
(3) Immediately on the revocation of a statutory manager's appointment, the statutory manager must submit to the Registrar a report showing how the statutory management was carried out.
(4) For the purposes of preparing the report the statutory manager has access to the records and documents of the incorporated association.
(5) The Registrar may provide a copy of the report to the incorporated association.
(6) On submitting the report under subsection (3) and accounting fully in relation to the statutory management of the incorporated association to the satisfaction of the Registrar, the statutory manager is released from any further duty to account in relation to the statutory management of the incorporated association other than on account of fraud, dishonesty, negligence or wilful failure to comply with this Act or the regulations.
(7) Before revoking the appointment of a statutory manager of an incorporated association, the Magistrates' Court must—
(a) appoint another statutory manager; or
(b) be satisfied that the committee members of the incorporated association have been elected in accordance with the rules of the incorporated association at a meeting convened by the statutory manager in accordance with those rules; or
(c) be satisfied that the Registrar has appointed committee members of the incorporated association under subsection (8).
(8) The Registrar may appoint the committee members of an incorporated association for which a statutory manager is appointed.
(9) Committee members elected or appointed in accordance with this section—
(a) take office on revocation of the statutory manager's appointment; and
(b) subject to section 31K in the case of committee members appointed by the Registrar, hold office until the next annual general meeting of the incorporated association after the revocation of that appointment.
(1) The expenses of and incidental to the conduct of an incorporated association's affairs by a statutory manager are payable from the incorporated association's funds.
(2) The expenses of conducting an incorporated association's affairs include—
(a) if the statutory manager is not an employee of the public service, remuneration of the statutory manager at a rate approved by the Magistrates' Court; or
(b) if the statutory manager is an employee of the public service, the amount that the Magistrates' Court certifies should be paid to the Crown as repayment of the statutory manager's remuneration.
(3) An amount certified under subsection (2)(b) may be recovered in a court of competent jurisdiction as a debt due to the Crown.
(4) A statutory manager has, in relation to the expenses specified in subsection (1), the same priority on the winding up of an incorporated association as the liquidator of the incorporated association has.
(1) If an incorporated association incurs any loss because of any fraud, dishonesty, negligence or wilful failure to comply with this Act or the regulations or the rules of the incorporated association by a statutory manager, the statutory manager is liable for the loss.
(2) A statutory manager is not liable for any loss that is not a loss to which subsection (1) applies but must account for the loss in a report given under section 31G or 31J.
(1) On the receipt of a request from the Registrar, a statutory manager must, without delay, prepare and give to the Registrar a report showing how the statutory management is being carried out.
(2) The Registrar may give a copy of the report to the incorporated association.
(1) If the Registrar appoints committee members of an incorporated association under section 31G(8), the Registrar may, by written notice given to the incorporated association, specify—
(a) a time during which this section is to apply in relation to the incorporated association; and
(b) the terms and conditions on which all or any of the committee members hold office; and
(c) with the consent of the Magistrates' Court, the rules that are to be the incorporated association's rules.
(2) While this section applies to an incorporated association, the Registrar may—
(a) from time to time remove and appoint committee members; and
(b) from time to time, vary, revoke or specify new terms and conditions in place of all or any of the terms and conditions specified under subsection (1)(b); and
(c) with the consent of the Magistrates' Court, amend all or any of the rules specified under subsection (1)(c).
(3) The Registrar may, by written notice given to the incorporated association, extend the time for which this section is to apply in relation to the incorporated association.
(4) A rule specified by the Registrar under this section as a rule of an incorporated association—
(a) is not to be altered except in the way set out in this section; and
(b) if it is inconsistent with any other rule of the incorporated association, prevails over the other rule, and the other rule is to the extent of the inconsistency invalid; and
(c) is a rule of the incorporated association for the purposes of this Act.
(1) If the Magistrates' Court appoints a statutory manager to conduct an incorporated association's affairs, a person must not begin or continue any proceeding in a court against the incorporated association until the statutory manager's appointment is revoked except with the leave of the Magistrates' Court and, if the Magistrates' Court grants leave, in accordance with any terms and conditions that the Magistrates' Court imposes.
(2) A person intending to apply for leave of the Magistrates' Court under subsection (1) must give the Registrar not less than 10 days notice of intention to apply.
(3) On the hearing of an application under subsection (1), the Registrar may be represented and may oppose the granting of the application.
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(1) The voluntary administration of an incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 5.3A (Administration of company's affairs with a view to executing a deed of company arrangement) and Division 3 of Part 5.9 of the Corporations Act, subject to the following modifications—
(a) the modifications referred to in subsection (2);
(b) such other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 ) as may be prescribed by the regulations.
Note
Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.
(2) The following modifications to the text of the Corporations Act apply for the purposes of subsection (1)—
(a) a reference to a company or body is to be read as a reference to an incorporated association;
(b) a reference to the directors of a company is to be read as a reference to the members of the committee of an incorporated association;
(c) a reference to a secretary of a company is to be read as a reference to the public officer of an incorporated association;
(d) a reference to a principal place of business of a company is to be read as a reference to the registered address of an incorporated association;
(e) a reference to a company carrying on business or having a place of business is to be read as a reference to an incorporated association pursuing its objects;
(f) a reference to ASIC is to be read as a reference to the Registrar;
(g) a reference to a document in the prescribed form is to be read as a reference to a document in the corresponding form prescribed under the Corporations Act with all necessary modification;
(h) a reference to the Court is to be read as a reference to the Supreme Court;
(i) a reference to the lodgement of a document is to be read as a reference to lodgement of that document with the Registrar;
(j) a reference to a company's constitution is to be read as a reference to an incorporated association's rules;
(k) a reference to a special resolution is to be read as a reference to a special resolution within the meaning of this Act;
(l) a reference to an officer of a company is to be read as a reference to a member of the committee of an incorporated association and, if applicable, a reference to a past officer is to be read as a reference to a past member of the committee of an incorporated association;
(m) a reference in section 446A to a contributory of a company is to be read as a reference to a member of an incorporated association.
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