In the matter of Order of AHEPA NSW Inc. [2019] NSWSC 1329

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Order of AHEPA NSW Inc. [2019] NSWSC 1329 Hearing dates: 13–15 March 2019 Date of orders: 03 October 2019 Decision date: 03 October 2019 Jurisdiction: Equity - Corporations List Before: Rees J Decision: Plaintiffs' claim dismissed Declarations made as sought by first defendant Consequential orders: see [198] Catchwords: VOLUNTARY ASSOCIATIONS — Unincorporated and incorporated associations — Effect of incorporation — Whether unincorporated association survives incorporation — Relationship between unincorporated and incorporated associations — Complex federation or affiliation with unincorporated associations on local, state and national level —Meaning of "unincorporated association" in rules of incorporated association — Office-holders of incorporated association identified by reference to rules of unincorporated associations.

VOLUNTARY ASSOCIATIONS — Membership — Construction of rules of incorporated association — Original rules provided for transfer of members from previously unincorporated association — Separate pathway for new members — Subsequent amendments obscure this distinction — "Unincorporated association" came to refer to other bodies in federation of unincorporated associations — Where one path provided for voting rights only after end of financial year — Whether second pathway to membership exists independent of this requirement — Where large number of new members allowed to vote immediately — Held that second pathway to membership valid and conferred immediate voting rights.

CORPORATIONS — Constitution and replaceable rules — Construction of incorporated association's constitution — Meaning of term "unincorporated association" changed over time — Approach to construing constitutional document of long standing — Relevance of practice of association — Use of extrinsic material.