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Contents (2009 - 7)
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Associations Incorporation Act 2009 No 7
Current version for 7 July 2017 to date (accessed 25 July 2017 at 02:58)
Part 4
Part 4 Management of associations
Division 1 Committee members—general
28   Committee to be established
(1)  An association must establish a committee to manage its affairs.
Note.
 An association’s registration is liable to be cancelled if it does not comply with this subsection.
(2)  The committee must include 3 or more members, each of whom is aged 18 years or more and at least 3 of whom are ordinarily resident in Australia.
Note.
 An association’s registration is liable to be cancelled if its committee does not comply with this subsection.
(3)  The committee may exercise such of the association’s powers as are not required by this Act or its constitution to be exercised by the association in general meeting.
(4)  A committee member’s acts are valid despite any defect in his or her appointment.
(5)  Within 14 days after vacating office, a former committee member of an association must ensure that all documents in his or her possession that belong to the association are delivered to the public officer for delivery to his or her successor.
Maximum penalty: 1 penalty unit.
29   Register of committee members
(1)  An association must keep a register of committee members in accordance with this section.
Maximum penalty: 1 penalty unit.
(2)  The register must contain the following particulars in relation to each committee member:
(a)  the committee member’s name, date of birth and residential address,
(b)  the date on which the committee member takes office,
(c)  the date on which the committee member vacates office,
(d)  such other particulars as may be prescribed by the regulations.
(3)  The register must be kept in New South Wales:
(a)  at the main premises of the association, or
(b)  if the association has no premises, at the association’s official address.
(4)  Any change in the committee’s membership must be recorded in the register within one month after the change occurs.
(5)  The register must, at all reasonable hours, be kept available for inspection, free of charge, by any person.
30   Committee meetings
(1)  An association’s committee meetings may be held as and when the association’s constitution requires.
(2)  If the association’s constitution so provides, a committee meeting may be held at 2 or more venues using any technology that gives each of the committee members a reasonable opportunity to participate.
(3)  In any legal proceedings, a committee meeting held in accordance with subsection (2), or part of such a meeting, is not to be declared invalid on the ground that one or more committee members did not have a reasonable opportunity to participate unless the court is satisfied that:
(a)  substantial injustice has been, or may be, caused, and
(b)  the injustice cannot be remedied by any other order available to the court.
30A   Duty of committee members
It is the duty of each committee member to carry out his or her functions for the benefit, so far as practicable, of the association and with due care and diligence.
30B   Personal liability of committee members
A matter or thing done or omitted to be done by a committee member, or by a person acting under the direction of a committee member, does not, if the matter or thing was done or omitted to be done in good faith for the purpose of exercising the committee member’s functions under this Act, subject the committee member or person so acting personally to any action, liability, claim or demand.
Division 1A Committee members—offences
Note.
 A committee member may commit offences under this Act apart from the offences in this Division.
If an association incurs a debt while insolvent (or that causes it to become insolvent), a committee member who had reasonable grounds to suspect that the association was insolvent (or would, by incurring the debt, become insolvent) commits an offence under section 68 (1).
If a committee member knowingly authorises or permits an association to contravene a provision of this Act or the regulations, the committee member is also taken to have contravened the provision: see section 91.
31   Disclosure of interests
(1)  If:
(a)  a committee member has a direct or indirect interest in a matter being considered or about to be considered at a committee meeting, and
(b)  the interest appears to raise a conflict with the proper performance of the committee member’s duties in relation to the consideration of the matter,
the committee member must, as soon as possible after the relevant facts have come to the committee member’s knowledge, disclose the nature of the interest at a committee meeting.
Maximum penalty: 60 penalty units.
(2)  A disclosure by a committee member at a committee meeting that the committee member:
(a)  is a member, or is in the employment, of a specified company or other body, or
(b)  is a partner, or is in the employment, of a specified person, or
(c)  has some other specified interest relating to a specified company or other body or to a specified person,
is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person that may arise after the date of the disclosure and that is required to be disclosed under subsection (1).
(3)  Particulars of any disclosure made under this section must be recorded by the committee in a book kept for that purpose and that book must be open at all reasonable hours to inspection by any member of the association on payment of the fee determined by the committee (but not exceeding the maximum fee prescribed by the regulations).
(4)  The book must be kept at the same address as the register of committee members.
(5)  After a committee member has disclosed the nature of an interest in any matter, the committee member must not, unless the committee otherwise determines:
(a)  be present during any deliberation of the committee with respect to the matter, or
(b)  take part in any decision of the committee with respect to the matter.
(6)  For the purposes of the making of a determination by the committee under subsection (5), a committee member who has a direct or indirect interest in a matter to which the disclosure relates must not:
(a)  be present during any deliberation of the committee for the purpose of making the determination, or
(b)  take part in the making by the committee of the determination.
(7)  A contravention of this section does not invalidate any decision of the committee.
32   Dishonest use of information
A committee member or former committee member of an association who uses information obtained as a committee member dishonestly with the intention directly or indirectly of:
(a)  gaining an advantage for himself or herself or for any other person, or
(b)  causing detriment to the association,
is guilty of an offence.
Maximum penalty: 240 penalty units or imprisonment for 2 years, or both.
33   Dishonest use of position
A committee member of an association who uses his or her position as a committee member dishonestly with the intention of directly or indirectly:
(a)  gaining an advantage for himself or herself or for any other person, or
(b)  causing detriment to the association,
is guilty of an offence.
Maximum penalty: 240 penalty units or imprisonment for 2 years, or both.
Division 2 Public officer and authorised signatories
34   Public officer
(1)  An association’s committee must appoint a public officer.
Maximum penalty: 1 penalty unit.
(2)  The public officer must be a person who is aged 18 years or more and is ordinarily resident in New South Wales.
Note.
 An association’s registration is liable to be cancelled if its public officer does not comply with this subsection.
(3)  The position of public officer may, but need not be, held by a committee member.
(4)  The public officer’s acts are valid despite any defect in his or her appointment.
(5)  The first public officer of an association is the person nominated as public officer in the application for registration of the association.
(6)  Within 28 days after taking office as an association’s public officer (other than its first public officer), a person must notify the Secretary, in the approved form, of:
(a)  the person’s full name and date of birth, and
(b)  an address within New South Wales:
(i)  at which the person can generally be found, and
(ii)  at which documents can be served on the association by post, and
(c)  the fact that the person has taken office as public officer.
Maximum penalty: 1 penalty unit.
(7)  If there is any change in the address of the public officer of an association, the public officer must notify the Secretary, in the approved form, of the new address within 28 days after the change occurs.
Maximum penalty: 1 penalty unit.
35   Vacation of office of public officer
(1)  An association’s public officer vacates office in the following circumstances:
(a)  if he or she dies,
(b)  if he or she resigns the office in writing addressed to the association’s committee,
(c)  if he or she is removed from office by resolution of a general meeting of the association,
(d)  if he or she becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes an assignment of his or her remuneration for their benefit,
(e)  if he or she becomes a mentally incapacitated person,
(f)  if he or she ceases to ordinarily reside in New South Wales,
(g)  in such other circumstances as the constitution of the association may provide.
(2)  Within 14 days after vacating office, a former public officer of an association must ensure that all documents in his or her possession that belong to the association are delivered to a committee member of the association.
Maximum penalty: 1 penalty unit.
(3)  An association’s committee must fill any vacancy in the office of public officer within 28 days after the vacancy arises.
Maximum penalty: 1 penalty unit.
36   Authorised signatories
(1)  An association’s public officer is, by virtue of that office, an authorised signatory for the association.
(2)  An association’s committee may from time to time appoint additional authorised signatories from among such of its members as are ordinarily resident in Australia, and may at any time revoke any such appointment.
(3)  A person (other than the association’s public officer) vacates office as an association’s authorised signatory if:
(a)  his or her appointment as an authorised signatory is revoked, or
(b)  he or she ceases to be a committee member, or
(c)  he or she ceases to be ordinarily resident in Australia.
Division 3 General
37   General meetings
(1)  An association’s committee must ensure that the association’s first annual general meeting is held within 18 months after its registration under this Act.
Maximum penalty: 1 penalty unit.
(2)  An association’s committee must ensure that annual general meetings are held:
(a)  within 6 months after the close of the association’s financial year, or
(b)  within such further time as may be allowed by the Secretary or prescribed by the regulations.
Maximum penalty: 1 penalty unit.
(3)  If the association’s constitution so provides, a general meeting may be held at 2 or more venues using any technology that gives each of the association’s members a reasonable opportunity to participate.
(4)  In any legal proceedings, a general meeting held in accordance with subsection (3), or part of such a meeting, is not to be declared invalid on the ground that one or more of the association’s members did not have a reasonable opportunity to participate unless the court is satisfied that:
(a)  substantial injustice has been, or may be, caused, and
(b)  the injustice cannot be remedied by any other order available to the court.
38   Voting generally
(1)  A resolution is passed by an association as an ordinary resolution:
(a)  at a general meeting of the association, or
(b)  in a postal or electronic ballot conducted by the association,
if it is supported by more than half of the votes cast by members of the association who, under the association’s constitution, are entitled to vote on the proposed resolution.
(2)  A postal or electronic ballot referred to in subsection (1) (b) may only be conducted in relation to resolutions of a kind that the association’s constitution permits to be voted on by means of a postal or electronic ballot and, if conducted, must be conducted in accordance with the regulations.
39   Voting on special resolutions
(1)  A resolution is passed by an association as a special resolution:
(a)  at a meeting of the association of which notice has been given to its members no later than 21 days before the date on which the meeting is held, or
(b)  in a postal or electronic ballot conducted by the association, or
(c)  in such other manner as the Secretary may direct,
if it is supported by at least three-quarters of the votes cast by members of the association who, under the association’s constitution, are entitled to vote on the proposed resolution.
(2)  A notice referred to in subsection (1) (a) must include the terms of the resolution and a statement to the effect that the resolution is intended to be passed as a special resolution.
(3)  A postal or electronic ballot referred to in subsection (1) (b) may only be conducted in relation to resolutions of a kind that the association’s constitution permits to be voted on by means of a postal or electronic ballot and, if conducted, must be conducted in accordance with the regulations.
(4)  A direction under subsection (1) (c) may not be given unless the Secretary is satisfied that, in the circumstances, it is impracticable to require votes to be cast in the manner provided by subsection (1) (a) or (b).
40   Association not to provide pecuniary gain for its members
(1)  An association must not conduct its affairs (including its affairs as trustee of any trust) so as to provide pecuniary gain for its members.
Maximum penalty: 60 penalty units.
(2)  Subsection (1) does not affect the association’s civil liability to any person as a result of it having provided pecuniary gain for its members.
41   Where name must appear
(1)  An association must not issue any letter, statement, invoice, notice, publication, order for goods or services or receipt in connection with its activities unless the association’s name appears in legible characters on the document.
Maximum penalty: 1 penalty unit.
(2)    (Repealed)