Associations Incorporation Act 2015 (WA)

Western Australia Associations Incorporation Act 2015 Western Australia Associations Incorporation Act 2015 Contents Part 1 — Preliminary 1. Short title 1 2. Commencement 1 3. Terms used 1 Part 2 — Incorporation of association Division 1 — Eligibility 4. Associations eligible for incorporation 4 5. Associations not eligible for incorporation 5 6. Regulations may declare associations to be ineligible 7 Division 2 — Requirements for application for incorporation 7. Application to Commissioner 7 8. Commissioner may require public notice of application for incorporation 8 9. Request for refusal of incorporation 8 Division 3 — Incorporation 10. Incorporation of association 9 11. Refusal of incorporation 10 12. Restrictions as to names of associations 10 13. Effect of incorporation 11 14. Powers of incorporated association 11 15. Manner in which contract may be made 12 16. When contract affected by deficiency in association's legal capacity 13 17. Requirements of section 4 continue after incorporation 13 18. Certain property vests in incorporated association 14 19. Liability of members of management committee, trustees and members 14 20. Issue of replacement certificate 15 Part 3 — Rules Division 1 — Rules of incorporated association 21. Effect of rules 16 22. General requirements for content of rules 16 23. Commissioner may exempt from requirement of section 22 17 24. Restriction on distribution of surplus property 18 25. Commissioner may approve variation of provision implied by section 24 19 26. Model rules 20 27. Rules of associations existing at the commencement of section 185 21 28. Rules of an incorporated association 21 29. Adoption of model rules 22 Division 2 — Alteration of rules 30. Alteration of rules 23 31. Change of name by alteration of rules 24 32. Corporate identity and other matters not affected by change of name 25 33. Certain other rule alterations to be approved by Commissioner 25 34. Request for refusal of change of name or other rule alterations 25 Division 3 — Provision of rules to members 35. Rules to be available to members 26 36. When member to receive copy of rules 26 37. Further provision as to obligations under sections 35 and 36 27 Part 4 — Management Division 1 — Management committee 38. Management committee 28 39. Persons who are not to be members of management committee 28 40. Limitation of period for which section 39 applies to certain persons 29 41. Handing over of documents and records when membership of management committee ceases 29 Division 2 — Matters of material personal interest 42. Disclosure of material personal interest 30 43. Voting on contract in which management committee member has a material personal interest 31 Division 3 — Duties of officers 44. Duty of care and diligence 32 45. Duty of good faith and proper purpose 33 46. Use of position 33 47. Use of information 34 48. Interaction of sections 44 to 47 with other laws 34 49. Reliance on information or advice 34 Division 4 — Annual general meeting and special resolutions 50. Annual general meeting 35 51. Requirements for special resolution 36 52. Evidence of passing of resolution 36 Division 5 — Register of members 53. Register to be maintained 37 54. Inspection of register by member 38 55. Commissioner may request copy of register 38 56. Member may request copy of register 38 57. Improper use of information in register 39 Division 6 — Record of office holders 58. Record of office holders 40 59. Commissioner may ask apparent office holders to provide information 41 Division 7 — Direction by Commissioner to convene general meeting 60. Commissioner may direct that general meeting be convened 42 61. Rights of Commissioner or a delegate at meeting 43 Part 5 — Financial records, reporting and accountability Division 1 — Preliminary 62. Terms used 44 63. Financial reports of tier 2 and tier 3 associations 45 64. Tier 1, tier 2 and tier 3 associations 46 65. Commissioner may declare association to be tier 1 or tier 2 association 47 Division 2 — Financial records 66. Obligation to keep financial records 47 67. Retention of financial records 47 Division 3 — Financial statements and reports Subdivision 1 — Tier 1 associations 68. Obligation to prepare annual financial statements 48 69. Review or audit of financial statements 48 70. Financial reporting to annual general meeting and Commissioner 49 Subdivision 2 — Tier 2 associations 71. Obligation to prepare annual financial report 50 72. Review or audit of financial reports 50 73. Financial reporting to annual general meeting and Commissioner 51 Subdivision 3 — Tier 3 associations 74. Obligation to prepare annual financial report 51 75. Audit of financial report 52 76. Financial reporting to annual general meeting 52 Division 4 — Special audit 77. Commissioner may require special audit to be carried out 52 Division 5 — Reviews and audits 78. Review or audit to be conducted in accordance with auditing standards 53 79. Working papers to be retained for 7 years 53 80. Reviewer's or auditor's independence declaration 53 81. Reviewer's report on financial statements or financial report 54 82. Auditor's opinion and report on financial statements or financial report 55 83. Reporting breaches of Act to Commissioner 56 Division 6 — Provisions relating to reviewers and auditors generally 84. Fees and expenses 58 85. Information and assistance 58 86. Right to attend general meeting and be heard 58 Division 7 — Appointment and removal of reviewers and auditors 87. Appointment of reviewer or auditor 59 88. Qualifications for appointment 60 89. Removal of reviewer or auditor by resolution 60 90. Reviewer or auditor may make representations 61 91. Exemption from section 90(2) requirements 62 Part 6 — Transfer of incorporation 92. Term used: prescribed body corporate 63 93. Incorporated association may apply for approval of registration or incorporation under another law 63 94. Approval of Commissioner 64 95. Commissioner may direct incorporated association to apply for other registration or incorporation 65 96. Commissioner must give notice of intention to give direction 66 97. SAT review of proposed direction or amendment 67 98. Association must comply with section 95 direction 67 99. Cancellation of incorporation under this Act 67 100. Transition to incorporation under another law 68 Part 7 — Amalgamation 101. Term used: new body 70 102. Application for incorporation of body formed by amalgamation 70 103. What must be included in application 70 104. Commissioner may require public notice of application 71 105. Request for refusal of incorporation of new body 71 106. Incorporation of new body 72 107. Time to be allowed for operation of section 105 72 108. Vesting of property and liabilities in new body 73 Part 8 — Statutory management of incorporated association 109. Application by Commissioner to appoint statutory manager 74 110. State Administrative Tribunal may appoint statutory manager 74 111. Effect of appointment of statutory manager 75 112. Variation and revocation of order 75 113. Duration of appointment 76 114. Prerequisites of revocation of appointment 76 115. Statutory manager to report to Commissioner 77 116. Expenses of statutory management 78 117. Protection from liability 79 118. Additional powers of Commissioner 79 119. Proceedings against association stayed 80 Part 9 — Administration and winding up Division 1 — Voluntary administration and winding up 120. Administration under Corporations Act 82 121. Voluntary winding up under Corporations Act 82 122. Further application of Corporations Act 83 Division 2 — Winding up by Supreme Court 123. Grounds on which winding up may be ordered 83 124. By whom application may be made 83 125. Application of Corporations Act 83 126. Cancellation of incorporation upon winding up by Supreme Court 84 Division 3 — Offence related to incurring of debt 127. Duties of management committee members with respect to incurring of debt 85 Part 10 — Cancellation of incorporation Division 1 — Voluntary cancellation where there is property to be distributed 128. Term used: distribution plan 87 129. Initiation of cancellation of incorporation under this Division 87 130. Application for approval of distribution plan and cancellation 88 131. Commissioner may require public notice of application 88 132. Request for refusal to approve or cancel 89 133. Content and operation of distribution plan 89 134. Position where conditions attached to grant 89 135. Approval of distribution plan 90 136. Refusal to approve distribution plan 91 137. Time limit for implementation of plan 92 138. Duty of association 92 139. Reporting to Commissioner 92 140. Cancellation of incorporation under this Division 93 Division 2 — Voluntary cancellation where there are no debts or surplus property 141. Application for cancellation under this Division 93 142. Content of application 94 143. Commissioner may grant application 94 Division 3 — Cancellation of incorporation by Commissioner on certain grounds 144. Grounds on which Commissioner may act 95 145. Commissioner may require association to show cause 95 146. How association may show cause 96 147. Cancellation of incorporation where cause not shown 96 148. Powers in respect of property 97 149. Property vested in the State 98 Division 4 — General 150. Liabilities not affected by cancellation of incorporation 98 151. Reinstatement of incorporation 98 Part 11 — Exclusion from Corporations legislation 152. Excluded matters for Corporations Act section 5F 100 Part 12 — Administration Division 1 — General 153. Commissioner 102 154. General functions of Commissioner 102 155. Delegation by Commissioner 103 156. Regulations for the provision of information to the Commissioner 103 157. Commissioner may require documents relating to financial affairs to be produced 104 158. Application of Fair Trading Act 2010 sections 61, 112 and 113 104 159. Protection from liability 105 160. Evidentiary provisions 105 Division 2 — Information and documents kept by Commissioner 161. Commissioner must keep register of incorporated associations and other documents 106 162. Inspection of register or documents 106 163. Certification of document 107 164. Destruction of documents by Commissioner 107 165. Lodgment of documents 108 166. Documents may be lodged by facsimile or electronic transmission 108 167. Commissioner may refuse lodgment of document 108 168. No constructive notice of contents of documents 109 Part 13 — Review 169. Reviewable decisions of Commissioner 111 170. Review by SAT of reviewable decisions 113 Part 14 — Investigation and enforcement 171. Term used: authorised person 114 172. Application of Fair Trading Act 2010 Part 6 114 173. Infringement notices and the Criminal Procedure Act 2004 115 Part 15 — Miscellaneous 174. Lodging notice of address for service 116 175. Change of address 116 176. Service on incorporated association 116 177. False or misleading statements in documents: offence 117 178. Commissioner may require statutory declaration 117 179. Use of "Incorporated" restricted 117 180. Time limit for commencing proceedings 118 181. Commissioner or authorised person may commence prosecution 118 182. Jurisdiction of SAT in respect of disputes 118 183. Regulations 119 184. Review of Act 119 Part 16 — Repeal of Associations Incorporation Act 1987 and transitional provisions Division 1 — Repeal 185. Associations Incorporation Act 1987 repealed 121 Division 2 — Transitional provisions Subdivision 1 — Preliminary 186. Terms used 121 187. Saving 121 Subdivision 2 — Existing incorporated associations 188. Incorporation continued 121 189. Committee of existing incorporated association 122 Subdivision 3 — Continuation of certain matters in progress 190. Existing applications for incorporation 122 191. Rule alteration in progress 122 192. Applications under repealed section 18 or 19 in progress 123 193. Applications for extension of time under repealed section 23(1) 123 194. Certain applications for review made but not determined 123 195. Voluntary winding up in progress 124 196. Notice given under repealed section 34(1) 124 197. Notice given under repealed section 35 125 Subdivision 4 — Alteration of rules by existing incorporated associations and section 190 incorporated associations 198. Alteration of rules 125 199. Rules of existing incorporated associations to which repealed Schedule 2 clause 4 applied 126 200. Rule alterations may be made by management committee 126 201. Model rules apply if rules are not made compliant 127 202. Act modifications pending alteration of rules 128 Subdivision 5 — Other things to be done by existing incorporated associations and section 190 incorporated associations 203. Notification of addresses 128 Subdivision 6 — Other provisions 204. New section 50 applies where time is already running under section 23 of repealed Act 129 205. When accounting and financial reporting provisions start to apply to existing incorporated associations 129 206. Auditor's appointments 129 207. Property vested under section 36 of repealed Act 130 208. Constructive notice under section 168 of this Act 130 209. Time limit under section 180 of this Act 130 210. References in written laws 130 Subdivision 7 — Further provision may be made 211. Regulations 130 Part 17 — Consequential amendments 212. Child Care Services Act 2007 amended 132 213. Cremation Act 1929 amended 132 214. Criminal Procedure Act 2004 amended 132 215. Education Service Providers (Full Fee Overseas Students) Registration Act 1991 amended 133 216. Electricity Corporations Act 2005 amended 133 217. Gaming and Wagering Commission Act 1987 amended 133 218. Hale School Act 1876 amended 134 219. Insurance Commission of Western Australia Act 1986 amended 134 220. Law Society Public Purposes Trust Act 1985 amended 134 221. Legal Aid Commission Act 1976 amended 135 222. Liquor Control Act 1988 amended 135 223. Local Government Act 1995 amended 135 224. Members of Parliament (Financial Interests) Act 1992 amended 136 225. Pharmacy Act 2010 amended 136 226. Planning and Development Act 2005 amended 136 227. Racing and Wagering Western Australia Act 2003 amended 137 228. School Education Act 1999 amended 137 229. Taxation Administration Act 2003 amended 138 230. Volunteers and Food and Other Donors (Protection from Liability) Act 2002 amended 138 231. Water Corporations Act 1995 amended 139 232. References to "1987" amended to "2015" in various Acts 139 Schedule 1 — Matters to be provided for in rules of an incorporated association Division 1 — Matters to be addressed Division 2 — Particular requirements for certain rules 1. Payment to members of management committee 143 2. Entitlement of members in respect of general meetings 143 3. Number of members who may call a general meeting 143 4. Financial year of associations incorporated under this Act 143 5. Transitional provisions as to financial year of associations incorporated under the repealed Act 144 Schedule 2 — Vesting of property and liabilities on amalgamation 1. Terms used 146 2. Transfer of property and liabilities and related provisions 146 3. Trusts etc. not affected 147 4. Notation of registers 147 Schedule 3 — Modifications to text of Corporations Act Schedule 4 — Grounds for winding up by Supreme Court Notes Compilation table 151 Defined terms Western Australia Associations Incorporation Act 2015 No. 30 of 2015 An Act to — • establish a scheme for the incorporation of associations; • make provision for corporate governance, financial accountability and matters relating to the rules and membership of incorporated associations; • repeal the Associations Incorporation Act 1987; • make provision for related matters. The Parliament of Western Australia enacts as follows: