138   Appointment of auditors

(1)  In this section, a reference to the appointment of a person or firm as auditor of a society includes a reference to the appointment of persons, firms, or a person or persons and a firm or firms, as auditors of the society.

(2)  Within 1 month of incorporation, the directors of a society must appoint, unless the society at a general meeting has appointed, a person or firm as auditor of the society.

(3)  Within 14 days after the appointment of an auditor under subsection (2), the society must give a notice of the appointment in the prescribed form to the Registrar.

Maximum penalty: 5 penalty units.

(4)  A person or firm appointed as auditor under subsection (2) holds office, subject to this Division, until the first annual general meeting of the society.

(5)  A society must:

(a)  at its first annual general meeting appoint a person or firm as auditor of the society, and

(b)  at each subsequent annual general meeting, if there is a vacancy in the office of auditor, appoint a person or firm to fill the vacancy.

(6)  A person or firm appointed as auditor under subsection (5) holds office:

(a)  until death or removal or resignation from office in accordance with section 140 (Removal and resignation of auditors), or

(b)  until ceasing to be capable of acting as auditor because of section 137 (4) or (5) (Qualifications of auditors).

(7)  Within 1 month after a vacancy, other than a vacancy caused by the removal of an auditor from office, happens in the office of auditor of the society, if there is no surviving or continuing auditor of the society, the directors must, unless the society at a general meeting has appointed a person or firm to fill the vacancy, appoint a person or firm to fill the vacancy.

(8)  While a vacancy in the office of auditor continues, the surviving or continuing auditor (if any) may act.

(9)  A society must not, and the directors of a society must not, appoint a person or firm as auditor of the society unless the person or firm has, before the appointment, consented by written notice given to the society or to the directors to act as auditor and has not withdrawn consent by written notice given to the society or to the directors.

(10)  A notice given by a firm must be signed in the firm name and in his or her own name by a member of the firm who is a registered company auditor.

(11)  A purported appointment of a person or firm as auditor of a society in contravention of subsection (9) has no effect.

(12)  If an auditor of a society is removed from office at a general meeting in accordance with section 140 (Removal and resignation of auditors):

(a)  the society may at that meeting (without adjournment), by a resolution passed by a majority of its members as, being entitled so to do, vote in person, immediately appoint as auditor a person or firm to whom has been sent a copy of the notice of nomination in accordance with section 139 (Nomination of auditors), or

(b)  if a resolution is not passed, or could not be passed only because a copy of the notice of nomination had not been sent to a person, the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the day of the meeting and the society may, at the adjourned meeting, by ordinary resolution, appoint as auditor a person or firm notice of whose nomination for appointment as auditor has been received by the society from a member of the society at least 14 clear days before the date of the adjourned meeting.

(13)  If, after the removal from office of an auditor, the society fails to appoint another auditor under subsection (12):

(a)  the society must, within 7 days after the failure, notify the Registrar of the failure, and

(b)  the Registrar must, unless there is another auditor of the society whom the Registrar believes is able to carry out the responsibilities of auditor alone and who agrees to continue as auditor, appoint as auditor a person or firm that has consented to be appointed.

(14)  Subject to subsection (13), if a society does not appoint an auditor when required by this Division to do so, the Registrar may, on the written application of a member of the society, appoint as auditor of the society a person or firm that has consented to be appointed.

(15)  A person or firm appointed as auditor of a society under subsection (7), (12), (13) or (14) holds office, subject to this Division, until the next annual general meeting of the society.

(16)  A director of a society must take all reasonable steps to comply with, or to secure compliance with, subsection (2) or (7).

Maximum penalty: 20 penalty units.

(17)  A society that contravenes subsection (9) commits an offence.

Maximum penalty: 20 penalty units.

(18)  A society that contravenes subsection (5) or (13) commits an offence.

Maximum penalty: 20 penalty units.