Lianos v Order of AHEPA NSW Inc [2020] NSWCA 193

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Lianos v Order of AHEPA NSW Inc [2020] NSWCA 193 Hearing dates: 26, 27 February 2020 Date of orders: 26 August 2020 Decision date: 26 August 2020 Before: Macfarlan JA at [1]; Meagher JA at [2]; Emmett AJA at [3] Decision: Direct the appellants to file and serve within 14 days draft orders giving effect to the conclusions set out in these reasons. Catchwords: VOLUNTARY ASSOCIATIONS — Membership — Construction of rules of incorporated association — Original rules drafted with two provisions relating to membership — Subsequent amendments combining those provisions — Whether provisions constitute cumulative requirements for membership or alternative pathways to membership. VOLUNTARY ASSOCIATIONS — Unincorporated and incorporated associations — Effect of incorporation — Relationship between unincorporated and incorporated associations — Complex affiliation of incorporated and unincorporated associations on local, state and national levels — Whether unincorporated associations formed numerous independent entities or represented subordinate units constituting a single national entity — Incorporation of a unit that was subordinate to an unincorporated association. CORPORATIONS — General meeting — Irregularities — Corporations Act s 1322 as applied to incorporated association — Invalidity of resolution adopting constitution — Certain participants in meeting not members under rules of incorporated association — Invalidity of subsequent resolutions made under new constitution. Legislation Cited: Associations Incorporation Act 1984 (NSW) ss 3, 5, 8, 9, 10, 11, 14, 15, Sch 1 Associations Incorporation Act 2009 (NSW) ss 96, 97 Associations Incorporation Regulation 1985 (NSW) Sch 1 Associations Incorporation Regulation 2016 (NSW) reg 18 Corporations Act 2001 (Cth) s 1322 Corporations (Ancillary Provisions) Act 2001 (NSW) Pt 3 Real Property Act 1900 (NSW) Cases Cited: Hall v Job (1952) 86 CLR 639; [1952] HCA 57 Category: Principal judgment Parties: George Lianos (First Appellant) Con Gouros (Second Appellant) Luke Kyprios (Third Appellant) Order of AHEPA NSW Inc (First Respondent) NSW Commissioner for Fair Trading (Second Respondent, submitting appearance) Representation: Counsel: M Ashhurst SC with D Meyerowitz-Katz (Appellants) V Bedrossian with P Cutler (First Respondent)