You are using a version of the website built for webcrawlers and people whose devices cannot use javascript. Some functionality may not be available.
Contents (2009 - 7)
Skip contents
Associations Incorporation Act 2009 No 7
Current version for 7 July 2017 to date (accessed 22 August 2017 at 19:43)
Part 3
Part 3 Basic features of associations
Division 1 Association powers
19   Legal capacity and powers
(cf Corporations Act 2001 of the Commonwealth, section 124)
(1)  An association has the legal capacity and powers of an individual both in and outside New South Wales.
(2)  An association’s legal capacity to do something is not affected by the fact that the association’s interests are not, or would not be, served by doing it.
20   Constitution may limit powers
(cf Corporations Act 2001 of the Commonwealth, section 125)
(1)  An association’s constitution may contain an express restriction on, or a prohibition of, the association’s exercise of any of its powers, but the exercise of a power by the association is not invalid merely because it is contrary to such a restriction or prohibition.
(2)  An act of an association is not invalid merely because it is contrary to or beyond the association’s objects.
21   Agent exercising association’s power to make contracts
(cf Corporations Act 2001 of the Commonwealth, section 126)
(1)  An association’s power to make, vary, ratify or discharge a contract may be exercised by an individual acting with the association’s express or implied authority and on behalf of the association.
(2)  This section does not affect the operation of a law that requires a particular procedure to be complied with in relation to the contract.
22   Execution of documents (including deeds) by an association
(cf Corporations Act 2001 of the Commonwealth, section 127)
(1)  An association may execute a document without using a common seal if the document is signed by 2 of its authorised signatories.
(2)  An association with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by 2 of its authorised signatories.
(3)  An association may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with subsection (1) or (2).
(4)  This section does not limit the ways in which an association may execute a document (including a deed).
(5)  This section does not authorise an association to execute a document contrary to the provisions of its constitution.
Division 2 Assumptions people dealing with associations are entitled to make
23   Entitlement to make assumptions
(cf Corporations Act 2001 of the Commonwealth, section 128)
(1)  A person is entitled to make the assumptions in section 24 in relation to dealings with an association, and the association is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.
(2)  A person is entitled to make the assumptions in section 24 in relation to dealings with another person who has, or purports to have, directly or indirectly acquired property from an association, and the association and the other person are not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.
(3)  The assumptions may be made even if anyone purporting to act on behalf of the association acts fraudulently, or forges a document, in connection with the dealings.
(4)  A person is not entitled to make an assumption in section 24 if at the time of the dealings they knew or suspected that the assumption was incorrect.
24   Assumptions that may be made
(cf Corporations Act 2001 of the Commonwealth, section 129)
(1)  A person may assume that the association’s constitution has been complied with.
(2)  A person may assume that anyone who appears, from information provided by the association that is available to the public from the Register of Incorporated Associations, to be the association’s public officer:
(a)  has been duly appointed, and
(b)  has authority to exercise the functions customarily exercised by the public officer of a similar association.
(3)  A person may assume that anyone who appears, from information provided by the association, to be a committee member of the association:
(a)  has been duly appointed, and
(b)  has authority to exercise the functions customarily exercised by a committee member of a similar association.
(4)  A person may assume that anyone who is held out by the association to be an agent of the association:
(a)  has been duly appointed, and
(b)  has authority to exercise the functions customarily exercised or performed by an agent of a similar association.
(5)  A person may assume that persons acting on behalf of the association properly perform their duties to the association.
(6)  A person may assume that a document has been duly executed by the association if the document appears to have been signed in accordance with section 22 (1).
(7)  A person may assume that a document has been duly executed by the association if:
(a)  the association’s common seal appears to have been fixed to the document in accordance with section 22 (2), and
(b)  the fixing of the common seal appears to have been witnessed in accordance with that subsection.
(8)  A person may assume that anyone who has, or may be assumed to have, the authority to issue a document or a certified copy of a document on behalf of the association also has authority to warrant that the document is genuine or is a true copy.
(9)  Without limiting the generality of this section, the assumptions that may be made under this section apply for the purposes of this section.
Division 3 General
25   Provisions of model constitution apply if adopted or if matter not addressed
(1)  If an association’s constitution adopts all the provisions of the model constitution without modification (either by reference or by reproducing the provisions), the provisions are taken to be the association’s constitution.
(2)  If an association’s constitution fails to address a matter referred to in Schedule 1, the provisions of the model constitution with respect to the matter are taken to be part of the association’s constitution.
(3)  The provisions that are taken to be, or that are taken to be part of, an association’s constitution under this section apply as in force for the time being.
(4)  Accordingly, an amendment to those provisions changes the association’s constitution without:
(a)  any special resolution by the association to change its constitution or any application to the Secretary under section 10, or
(b)  any registration of the change by the Secretary under section 12, or
(c)  any other action by or on behalf of the association or its members or by or on behalf of the Secretary.
(5)  To avoid doubt, this section does not limit the way in which an association’s constitution may address a matter referred to in Schedule 1.
(6)  A provision of an association’s constitution is of no effect to the extent to which it is contrary to this or any other Act or law.
26   Nature of association
(1)  Subject to this Act, an association’s constitution binds the association and its members to the same extent as if it were a contract between them under which they each agree to observe its provisions.
(2)  Subject to this Act, a member of an association (including a committee member and the public officer) is not, merely because of being such a member, liable in relation to:
(a)  any of the association’s liabilities, or
(b)  the costs, charges and expenses of the winding up of the association.
(3)  Subject to this Act, membership of an association does not confer on a member any right, title or interest, whether legal or equitable, in the association’s assets.
27   Pre-registration contracts
(1)  Contracts entered into before an association is registered under this Act are 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 2B.3 of the Corporations Act 2001 of the Commonwealth.
(2)  In subsection (1), the reference to an association does not include a reference to an association arising from the registration of an unincorporated body, the amalgamation of 2 or more associations or the registration of a registrable corporation.
Note.
 Contracts entered into by an association arising from the registration of an unincorporated body or the amalgamation of 2 or more associations are unaffected by registration (see section 8 and Schedule 2) as are those of an association arising from the registration of a registrable corporation (see section 9).