ELIZABETHAE SECUNDAE REGINAE

604

ANNO TRICESIMO

ELIZABETHAE SECUNDAE REGINAE

No. 74 of 1981

An Act to provide for the incorporation of certain associations,for the regulation of the affairs of incorporatedassociations , and for connected purposes

[ASSENTED TO 7TH OCTOBER, 1981]

Associations Incorporation Act 1981, No. 74 605

BE IT ENACTED by the Queen 's Most Excellent Majesty, by andwith the advice and consent of the Legislative Assembly of Queenslandin Parliament assembled , and by the authority of the same , as follows:-

PART I-PRELIMINARY

1. Short title. This Act may be cited as the Associations IncorporationAct 1981.

2. Commencement of Act. This Act shall commence on a day to befixed by Proclamation.

3. Arrangement. This Act is arranged as follows:-

PART I-PRELIMINARY (SS. 1-5);

PART 11-INCORPORATION OF ASSOCIATIONS (ss. 6-20);

PART III-EFFECTS OF INCORPORATION (ss. 21-25);

PART IV-RULES (ss. 26-31) ;PART V-MANAGEMENT COMMITTEE (ss. 32-40);

PART VI-RIGHTS AND OBLIGATIONS OF MEMBERS (ss. 41-43):

PART VII-WINDING UP (ss. 44-49);

PART VIII-MISCELLANEOUS (ss. 50-70);

4. Repeals and savings. (1) The Acts specified in the First Scheduleto this Act are repealed and in this Act are referred to as the repealedActs.

(2) Subject to the provisions of this Act, Letters Patent issuedpursuant to the provisions of the repealed Acts will continue to be offull force and effect and be subject to the provisions of those Acts asif this Act had not been passed.

5. Meaning of terms. (1) In this Act, unless a contrary intentionappears-

association " means an association, society, institution or bodythat is formed or carried on for any lawful object or purposebut not for pecuniary gain to its members: The term doesnot include-

(a) a partnership within the meaning of the Partnership Act1891-1965;

(b) an association, the principal purpose of which is, in theopinion of the Under Secretary, the holding of property-(i) in which the members have a disposable interest, whether

directly or in the form of shares in the capital of theassociation or otherwise;

(ii) which the members of the association are entitled todivide between them or some of them; or

(iii) with a view to the distribution of that property, or of theincome derived from that property or the use of thatproperty among the members or persons claiming throughor nominated by the members or some of them;

606 Associations Incorporation Act 1981, No. 74

(c) a corporation;

(d) an association which is subject to a special Act whichincorporates the executive committee or other governingbody or the trustees of the property of the association, orprovides that the association may sue or be sued or holdproperty in the name of the association or in the name ofan officer of the association or otherwise specially regulatesthe affairs of the association;

(e) a trade union within the meaning of the Industrial Conciliationand Arbitration Act 1961-1980;

(f) a society or branch required to be registered under theFriendly Societies Act 1913-1978, or which has beenregistered under that Act;

(g) a body one of the objects of which includes the raising of afund by subscription of members of that body and themaking of loans from that fund to the members of that body;

(h) a Parents' and Citizens' Association formed under theEducation Act 1964-1974.

" branch " in relation to an incorporated association means anynumber of members of an incorporated association controlledby a central body who have a separate fund administered bythemselves or by a committee or officers appointed bythemselves;

" Commissioner " means the Commissioner for Corporate Affairsunder the Securities Industry Act 1975 and includes anyDeputy or Assistant Commissioner for Corporate Affairs:

"committee ", in relation to an association which is not anincorporated association, means the committee of theassociation or, if there is no committee thereof, the persons,however styled, having the management of the affairs of theassociation: A committee shall consist of not less thanthree persons;

" Court " means the Supreme Court or a Judge thereof:

" incorporated association " means an association incorporatedunder this Act;

" legal practitioner " means a duly qualified barrister or solicitorof the Supreme Court of this State;

" legal proceeding " means any civil or criminal proceeding orinquiry in which evidence is or may be given, and includesan arbitration;

Management Committee " means a Management Committeewithin the meaning of section 32;

" Minister " means the Minister for Justice and Attorney-Generalor other Minister of the Crown for the time being charged


with the administration of this Act: The term includesa Minister of the Crown temporarily performing the dutiesof the Minister;

" Officer ", in relation to an incorporated association, extendsto a secretary, treasurer, a member of the ManagementCommittee and to any manager appointed by the ManagementCommittee;

" property " includes real and personal property and any estate,share, and interest in any property, real or personal, andany debt, and any thing in action, and any other right orinterest, whether in possession or not;

" Public Trustee " - means The Public Trustee of Queenslandwithin the meaning of the Public Trustee Act 1978;

" secretary ", in relation to an incorporated association, meansthe secretary of that incorporated association appointed inpursuance of section 37;

" special resolution " means a special resolution within the meaningof section 30;

Under Secretary " means the Under Secretary of the Departmentof Justice and includes a person who, at the material time,is performing the duties of the Under Secretary;

" undesirable name ", in relation to an association, means aname that-

(a) is the same as a name by which another association isincorporated or deemed to be incorporated under this Actor a name that is registered or incorporated or by whichany body or association of persons is registered orincorporated under any other Act or law of the State, or isso similar thereto, as, in the opinion of the Under Secretaryto be mistaken therefor or confused therewith;

(b) in the opinion of the Under Secretary is undesirable oris a name, or a name of a kind, that, pursuant to section22 of the Companies Act 1961-1979 or section 9 of theBusiness Names Act 1962-1979, the Commissioner hasbeen directed not to accept for registration; or

(c) in the opinion of the Under Secretary is likely to deceivethe public as to its nature or identity.

(2) A reference in this Act to the rules of an incorporated associationincludes a reference to the constitution, regulations and by-laws, if any,of the incorporated association.

PART 11-INCORPORATION OF ASSOCIATION

6. Incorporation . Subject to this Act, an association may, onapplication being made to the Under Secretary, be incorporated underthis Act.


7. Pecuniary gain. (1) An association shall not be held to be formedor carried on for the purpose of pecuniary gain to the members of theassociation merely by reason of all or any of the following circumstances,namely:-

(a) that the association itself makes a pecuniary gain, unless thatgain or some part thereof is divided among or received by themembers or some of them;

(b) that the members of the association are entitled to dividebetween them the property of the association on its dissolution:

(c) that the association is established for the protection or regulationof some trade, business, industry or calling in which themembers are engaged or interested, if the association itselfdoes not engage or take part in any such trade, business,industry or calling, or any part or branch thereof;

(d) that any member of the association derives pecuniary gain fromthe association by way of salary as the servant or officer of theassociation;

(e) that any member of the association derives from the associationany pecuniary gain to which he would be equally entitled if hewere not a member of the association;

(f) that the members of the association compete with each otherfor trophies or prizes other than money prizes;

(g) that the association may or does itself make a gain fromsubscriptions or donations or by trading in accordance withparagraph (i) hereof;

(h) that the association provides facilities or services for itsmembers;

(i) that the association trades or may trade with its membersor with the public, provided that-(i) the trading is ancillary o the principal purpose of the

association, and(ii) any trading with the public is not substantial in volume in

relation to the other activities of the association;

(j) that the association charges admission fees to displays,exhibitions, contests, sporting fixtures or other occasionsorganised for the promotion of the objects of the association.

(2) For the purposes of establishing whether an association, society,institution or body (incorporated or unincorporated) is formed or carriedon for pecuniary gain to its members any pecuniary gain that, by reasonof a person's membership of the association, society, institution or bodyis received by any other person shall be deemed to be pecuniary gain tothe person who is a member of the association, society, institution orbody and to be pecuniary gain to him by reason of his membership.

8. Resolution to incorporate . (1) Subject to this Act, the membersof an association may by special resolution resolve to apply forincorporation of the association under this Act.


(2) Upon the members of an association so resolving to apply forincorporation, they shall by resolution appoint a person to prepare anapplication for that purpose. The person so appointed by virtue of hisappointment shall be empowered to do all such acts and things as maybe necessary for the securing of the incorporation of the association.

9. Application for incorporation . An application for the incorporationof an association shall be made to the Under Secretary in the prescribedform and shall-

(a) state the name of the association and the name under which itis proposed that it be incorporated;

(b) annex a statutory declaration, made by the person authorisedto prepare the application, verifying-

(i) the passing of the special resolution referred to in section8 (1); and

(ii) the passing of the resolution referred to in section 8 (2);

(c) annex a copy of the proposed rules:

(d) be signed by the existing committee members and state theiroccupations and addresses;

(e) include such other information or documents as may beprescribed, verified in such manner as may be prescribed.

10. Penalty for false statements etc. A person shall not, for thepurpose of making an application for the incorporation of an associationunder this Act, make a statement that he knows to be false in a materialparticular or that is misleading. in relation to that application.

Penalty: $500.

11. Determination by Under Secretary. (1) The Under Secretaryshall on receipt of an application for incorporation and after makingsuch enquiries as he shall think fit, determine whether-

(a) to grant the application to incorporate;(b) to grant the application to incorporate subject to such conditions

as may from time to time be prescribed;(c) to refuse the application to incorporate.

(2) For purposes of making such determination, the Under Secretarymay-

(a) give notice, or require the association to give notice, of theapplication to such persons and in such manner as he seesfit or require such advertising of the application to be madeas in the circumstances he sees fit;

(b) have regard to representations made to him by personsconcerning the application;

(c) require the applicants to give explanations or further particularsconcerning the application.

(3) For the purposes of subsection (2) (a), the advertisement shallstipulate that any person may, within fourteen days after the date of the

610 Associations Incorporation Act 1981, ;Vo. 74

last publication of the notice, object to such incorporation by notice ofobjection in writing given to the Under Secretary and that the groundsof objection shall be set out in the notice of objection.

12. Certificate of incorporation (1) Upon a determination beingmade that an association shall be incorporated under this Act, the UnderSecretary shall issue to the association a certificate of incorporation inthe prescribed form.

(2) Upon such a determination being made, the rules of theincorporated association shall, subject to this Act, be such rules as arein accordance with the provisions of this Act and sanctioned by theUnder Secretary.

13. Incorporation of association . (1) Upon the issue of a certificateof incorporation to an association, the persons who are the members ofthe association, together with such persons as may from time to timebecome members of the association, shall become a body corporate bythe name contained in the certificate of incorporation with perpetualsuccession and a common seal, and may acquire, hold and dispose of realand personal property and shall be capable of suing and being sued in itscorporate name and of doing and permitting all such other things as arenecessary for the purpose of its constitution.

(2) Notwithstanding the provisions of subsection (1), it is the dutyof the secretary, prior to. the commencement of any legal proceedingby the incorporated association-

(a) to obtain legal advice in writing from a legal practitioner,who is not a member of the incorporated association. inrelation to the circumstances in question; and

(b) to table that legal advice before a meeting of the ManagementCommittee.

(3) Upon the commencement of a legal proceeding by an incorporatedassociation, before any further step is taken by the incorporated associationin relation to that proceeding. the secretary shall file in the court orother tribunal in which that legal proceeding is commenced, an affidavitverifying compliance with the provisions of subsection (2).

(4) If no such affidavit of compliance is filed within twenty-eightdays after the commencement of that legal proceeding, the court orother tribunal in question may, upon the application of the defendant orother party or parties strike out that legal proceeding and may makesuch order for costs as it sees fit.

14. Action upon refusal of application . Where an applicationmade under section 9 is refused, notification of the refusal shall be givenin writing to the applicant association at its address shown in theapplication.

15. Ministerial review of determination . (I) In the event of anapplication made under section 9 being granted subject to conditionsimposed by the Under Secretary, or being refused, the Minister may


review the determination made with respect to the application, and theMinister's decision upon such review shall be deemed to have been thedetermination duly made under section 1 I with respect to the application.

(2) No appeal shall lie against a decision of the Minister under thissection.

16. Name of association . (1) An association shall not beincorporated under a name that is an undesirable name.

(2) An incorporated association shall have the word " incorporatedor the abbreviation " inc." as part of and at the end of its name.

(3) It is sufficient if the abbreviation " inc." is used in place of theword incorporated in the name of the association as appearing on its seal.

(4) When the name of an incorporated association is included inany document, it is sufficient if the abbreviation " inc." is used in theplace of the word " incorporated ".

(5) Subject to this section, the common seal of an incorporatedassociation is of no effect unless the name of the association is inscribedon the seal in legible characters.

(6) Subject to this section if any person or unincorporated associationcarries on business under any name or title including the word" incorporated " or any abbreviation thereof, the person or every memberof the committee of such unincorporated association shall be guilty ofan offence against this Act.

(7) Where it is established to the satisfaction of the Minister thatthere is good reason for not requiring an incorporated association tohave as part of its name the word " incorporated " or the abbreviation" inc.", the Minister may by licence direct that it be incorporated withoutsuch word or abbreviation in its name, and it shall be incorporatedaccordingly.

17. Change of name . (1) An incorporated association may byspecial resolution with the approval of the Under Secretary changeits name to a name which is not an undesirable name.

(2) An application for the approval of the Under Secretary to achange of name pursuant to this section-

(a) shall be in the prescribed form;(b) shall be verified by the statutory declaration of the secretary;(c) shall be made by the secretary within fourteen days after the

date of the meeting at which the special resolution for thechange of name was passed; and

(d) shall be lodged with the Under Secretary together with suchother documents as may be prescribed.

(3) Before approving the change of name the Under Secretary maymake such enquiries as he thinks fit.


(4) If the Under Secretary approves the change of name he shallissue a fresh certificate of incorporation in the new name upon the returnof the old certificate or on proof of its loss or destruction as prescribed.The Under Secretary may direct such notice of the change to be publishedin such manner as he thinks fit.

(5) Change of name pursuant to this Act shall not affect the identityof the association, or any rights or obligations of the association or renderdefective any legal proceedings by or against the association, and anylegal proceeding that might have been continued or commenced by oragainst it by its former name, may be continued or commenced by oragainst it by its new name.

18. Name of incorporated association to appear on documents. Anincorporated association shall cause every notice, bill of exchange,promissory note, endorsement. order, way-bill. invoice, receipt. letteror other document given, published, drawn, endorsed or issued by itor any advertising material whatsoever, to contain the name of theincorporated association in legible characters.

19. Incorporation of branches . (l) A local branch of an incorporatedassociation or a group or groups of local branches of an incorporatedassociation may, with the consent in writing of that incorporatedassociation, apply in accordance with this Act, to be incorporated.

(2) No application for the incorporation of such a branch shall bemade unless the members of that branch resolve in accordance withsection 8, and no application for the incorporation of such a group ofbranches shall be made unless the members thereof resolve in accordancewith section 8.

(3) Any group of local branches may be incorporated notwithstandingthat the whole or any number of such branches may be alreadyincorporated.

(4) All the provisions of this Act relating to incorporated associations(including the powers conferred upon such associations to hold land)shall, so far as applicable and with the necessary modifications, applyto branches of associations or to groups of such branches applying to beincorporated or incorporated under this Act.

(5) The incorporation of a branch under the control of anincorporated association under this Act shall not relieve the membersof that branch from any liabilities or obligations incidental to theirmembership of the controlling incorporated association, whether underthe Act, or the rules of the controlling incorporated association, orotherwise howsoever.

(6) For the purposes of this Act membership of a branch underthe control of an incorporated association shall be determined inaccordance with the rules of the controlling incorporated associationand the special rules (if any) of the branch in that behalf, and not otherwise,


and every member of a branch shall be deemed to be a member of thecontrolling incorporated association and liable to all the obligations ofsuch membership.

(7) Every application for the incorporation of a branch or groupof branches of an incorporated association, shall, so far as applicable.and with all necessary modifications, comply with the requirements ofan application of an association for incorporation under this Act.

(8) A branch upon incorporation shall have as part of its namethe word " Branch " and other words identifying it as a branch whetherby reference to locality or otherwise.

20. Amalgamation of incorporated associations . (1) Two or moreincorporated associations may, by special resolution of both or all ofthose incorporated associations passed in accordance with the rules ofeach incorporated association respectively, amalgamate and become oneincorporated association with or without a dissolution or divisionof the funds of those incorporated associations or any of them.

(2) The secretary of each of the incorporated associations to beamalgamated shall lodge with the Under Secretary notice in the prescribedform of the passing of the special resolution and of the name of theincorporated association proposed to be created by the amalgamation.

(3) The Under Secretary may direct the secretary of each incorporatedassociation to be amalgamated to give notice of such proposal to thecreditors thereof, and a creditor may notify the Under Secretary that heis opposed to such amalgamation. If such a notice is received by theUnder Secretary he shall not issue a certificate of incorporation to theamalgamated association without the sanction of the Court.

(4) Upon receipt of a notice under subsection (2) the Under Secretary,if satisfied that the incorporated association to be created by theamalgamation is desirable and is able to be incorporated withoutcontravention of this Act, shall issue a certificate of incorporation uponthe return of the old certificates or on proof of their loss or destruction,as prescribed.

(5) Upon the issue of a certificate of incorporation pursuant tosubsection (4) the provisions of this Act shall apply to the incorporatedassociation created by the amalgamation and, without limiting thegenerality of the foregoing, all the property of the amalgamatedincorporated associations shall vest in the incorporated associationcreated by the amalgamation and the provisions of section 21, withnecessary adaptations, shall apply to and in relation to that propertyaccordingly.

(6) The amalgamation of two or more incorporated associationsdoes not prejudice any right of a creditor of, or any person having aclaim against, any of the amalgamated incorporated associations, and anysuch right or claim may be enforced against the incorporated associationcreated by the amalgamation.


PART III-EFFECTS OF INCORPORATION

21. Vesting of property in incorporated association . (1) Uponthe incorporation of an association under this Act, any propertyheld by a person, in trust or otherwise, for or on behalf of the associationor its objects, becomes, subject to this section, vested in the incorporatedassociation.

(2) The secretary of an incorporated association may at any timeafter the incorporation of the association lodge with the Registrar ofTitles (appointed pursuant to The Registrar of Titles Act of 1884), theRegistrar of Dealings (within the meaning of the Land Act 1962-1978)or any other person required by any Act or law to register, make orenter any note or memorial on or in respect of any instrument of titleto land, as the case requires, a notice in writing setting forth, in relation toany estate or interest in land held by any person in trust for or on behalfof the incorporated association or its objects, such particulars and othermatters as may be prescribed, and the Registrar of Titles, the Registrarof Dealings or other person aforesaid, shall, subject to subsection (3).register the notice, or make or enter a note or memorial on or in respectof the instrument of title that the estate or interest in land is vested inthe incorporated association, as the case requires.

(3) A memorial or notice lodged in accordance with subsection (2)shall be accompanied by-

(a) the certificate of incorporation, or a copy thereof certified bythe Under Secretary and by a statutory declaration made bythe secretary, and by a declaration made by the person or,where more than one, at least one of the persons in whom theestate or interest in land is held in trust for or on behalf of theincorporated association or its objects; and

(b) any appropriate fee prescribed under the Real Property Acv1861-1980, the Land Act 1962-1978 or any other Act underwhich registration is to be effected or a note or memorialis to be made or entered as referred to in subsection (2) asthe case requires.

(4) The vesting of property pursuant to this section and anydocument relating thereto shall not attract duty under the Stamp Act1894-1980.

(5) After incorporation and vesting as aforesaid, property shallnot be dealt with contrary to the provisions of any trust affecting theproperty immediately before incorporation.

(6) Any property vested pursuant to this section becomes vestedsubject to any covenant, contract or liability affecting the property.

(7) Except when otherwise expressly provided by this Act or byits rules, membership of an incorporated association shall not be deemedto confer upon the members any right, title or interest, either legal orequitable, in the property of the incorporated association.


(8) Upon property vesting as aforesaid in an incorporated associationthe persons previously holding such property on trust shall not. upondelivering or transferring such property to the incorporated association.thereafter be liable or accountable therefor or be bound to see to theapplication, distribution or appropriation thereof.

(9) The receipt of the Treasurer, for the time being of the incorporatedassociation shall be sufficient discharge to a trustee delivering ortransferring property to that incorporated association under subsection (8)as to the property delivered or transferred.

22. Powers of incorporated associations . (1) Unless expresslyexcluded or modified by its rules, and subject to this Act, the po^^ersof an incorporated association include the power to own, take or otherwiseacquire (whether on trust or absolutely) and sell real and personal propertyof any kind or description, but nothing in this section shall be taken-

(a) to empower the incorporated association to deal with propertycontrary to the provisions of any trust affecting the property: or

(b) to empower the incorporated association to do anything whichwould have excluded it from incorporation under this Act: or

(c) to limit in any respect the nature or extent of the powersconferred by this Act.

(2) Unless expressly excluded or modified by its rules the power ofan incorporated association shall include the following powers:-

(a) to take, or otherwise acquire, and hold shares, debentures orother securities of any company or body corporate:

(b) to invest and deal with the money of the incorporated associationnot immediately required in such manner as may from time totime be thought fit;

(c) in furtherance of its objects to lend and advance money orgive credit to any person or body corporate; to guarantee andgive guarantees or indemnities for the payment of money orthe performance of contracts or obligations by any personor body corporate, and otherwise to assist any person or bodycorporate;

(d) to borrow or raise money either alone or jointly with any otherperson or legal entity in such manner as may be thought properand whether upon fluctuating advance account or overdraftor otherwise to represent or secure any moneys and furtheradvances borrowed or to be borrowed alone or with othersas aforesaid by notes secured or unsecured, debentures ordebenture stock perpetual or otherwise, or by mortgage.charge. lien or other security upon the whole or any partof the incorporated association's property or assets presentor future and to purchase, redeem or pay-off any such securities;


(e) to remunerate any person or body corporate for servicesrendered, or to be rendered, and whether by way of brokerageor otherwise in placing or assisting to place or guaranteeingthe placing of any unsecured notes, debentures or other securitiesof the incorporated association, or in or about the incorporatedassociation or promotion of the incorporated associationor in the furtherance of its objects;

(f) to draw, make; accept, endorse, discount, execute and issuepromissory notes, bills of exchange, bills of lading, and othernegotiable or transferable instruments;

(g) to take or hold mortgages, liens or charges, to secure paymentof the purchase price, or any unpaid balance of the purchaseprice, of any part of the incorporated association's propertyof whatsoever kind sold by the incorporated association, orany money due to the incorporated association from purchasersand others ;

(h) to do all such other things as are incidental or conduciveto the attainment of the objects and the exercise of the powersof the incorporated association.

23. Ultra vires transactions . (1) No act of an incorporated association(including the entering into of an agreement by the incorporatedassociation) and no conveyance or transfer of property, whether real orpersonal, to or by an incorporated association shall be invalid by reasononly of the fact that the incorporated association was without capacityor power (whether by provision of this Act or by its Rules or otherwise)to do such act or to execute or take such conveyance or transfer.

(2) Any such lack of capacity or power may be asserted or reliedupon only in-

(a) proceedings against the incorporated association by anymember of the incorporated association to restrain the doing ofany act or acts or the conveyance or transfer of any propertyto or by the incorporated association;

(b) any proceedings by the incorporated association or by anymember of the incorporated association against the presentor former officers of the incorporated association.

(3) If the unauthorised act, conveyance or transfer sought to berestrained in any proceedings under subsection (2) (a) is beingor ought to be performed or made pursuant to any contract towhich the incorporated association is a party, the Court havingjurisdiction in the matter may, if all the parties to the contractare parties to the proceedings and if the Court deems it to be just andequitable, set aside and restrain the performance of the contract and mayallow to the incorporated association or to other parties to the contract(as the case requires) compensation for the loss or damage sustainedby either of them which may result from the action of the Court in settingaside and restraining the performance of the contract, but anticipatedprofits to be derived from the performance of the contract shall not beawarded by the Court as a loss or damage sustained.


24. Liability of members . A secretary, member of a ManagementCommittee or member of an incorporated association as such, is notpersonally liable, except as provided in the rules of the incorporatedassociation, to contribute towards the payment of the debts and liabilitiesof the incorporated association or the costs, charges and expenses of awinding up of the incorporated association, beyond the property of theincorporated association in his hands.

25. Contracts . (1) Contracts entered into by an incorporatedassociation shall be made as follows-

(a) a contract which, if made between private persons. would berequired by law to be in writing and under seal shall be madein writing and under the common seal of the incorporatedassociation;

(b) a contract which, if made between private persons, would berequired by law to be in writing signed by the parties to becharged therewith shall be made in writing signed by any personacting under the express or implied authority of the incorporatedassociation;

(c) a contract which, if made between private persons. would bevalid in law although made by verbal agreement, and notreduced into writing, may be made by verbal agreement onbehalf of the incorporated association by any person actingunder authority of the incorporated association.

(2) All contracts made according to the provisions contained inthis section shall be effectual in law and shall bind the incorporatedassociation and its successors and all other parties thereto, and may bevaried or discharged in the manner in which it is authorised to be made.

(3) A document or proceeding requiring authentication by theincorporated association may be signed by the secretary and need notbe under its common seal.

PART IV-RULES

26. Registration of rules. (1) Forthwith on receiving a certificateof incorporation, the incorporated association shall lodge with the UnderSecretary for registration a copy of its rules as sanctioned by the UnderSecretary under section 12 (2), certified by the secretary as being correct.

(2) Such rules shall at all times state and provide for the rulesprescribed as mandatory, and may contain any other provision notinconsistent with this Act or the law.

(3) The rules shall be printed or typewritten and shall be readilyavailable to members of the incorporated association.


27. Model rules. (1) An incorporated association may adopt asits rules all or any of the model rules prescribed.

(2) Where such an incorporated association adopts as its rules allor any of the model rules the secretary shall forthwith lodge with theUnder Secretary a copy of the special resolution adopting such rules.

(3) If no rules are registered and no resolution adopting the modelrules are registered, then the model rules shall be deemed for all purposesto be the rules of the incorporated association.

28. Alteration of rules. (1) The members of an incorporatedassociation may by special resolution alter its rules.

(2) The secretary of the incorporated association shall, within onemonth after the passing of a special resolution to alter the rules, lodgewith the Under Secretary notice of the special resolution.

(3) An alteration of the rules of an incorporated association is ofno effect until subsection (2) has been complied with in respect of thatalteration and, in the case of an alteration of such rule or rules of anincorporated association as related to its objects, unless the alterationis approved by the Under Secretary.

29. Effect of alteration of rules. (1) Subject to this section alterationof the rules of an incorporated association shall not affect any right.liability or obligation existing before such alteration took place.

(2) Rights, liabilities and obligations existing-(a) between a member and the incorporated association; and

(b) between members;

not subject to pending legal proceedings at the time of such alterationshall be extinguished and the rights, liabilities and obligations between amember and the incorporated association and between members shallthenceforth be governed by the altered rules.

30. Special resolutions . (I) For the purposes of this Act, a resolutionis a special resolution if it is passed by a majority of not less thanthree-quarters of such members entitled under the rules to vote, as may bepresent in person at any general meeting, of which notice specifying theintention to propose the resolution as a special resolution was given inaccordance with those rules.

(2) At any general meeting to which subsection (I) relates, unlessa poll is demanded, a declaration by the chairman that the resolutionhas been carried is conclusive evidence of the fact.

31. Annual and special meeting . (I) A general meeting of anincorporated association shall be held once at least in every period oftwelve months within three months after the close of its financial yearand shall be called the annual general meeting.


(2) Subject to subsection (1), general meetings of an incorporatedassociation shall be held or may be called as prescribed by the rules ofthe incorporated association.

(3) Unless otherwise provided by its rules, at any meeting of anincorporated association no item of business shall be transacted unless aquorum of members entitled under those rules to vote is present whenthe meeting is considering that item. The quorum shall be as prescribedby those rules.

PART V-MANAGEMENT COMMITTEE

32. Management Committee. (1) Subject to this Act, the businessand operations of an incorporated association shall be controlled by aManagement Committee.

(2) Every member of the Management Committee and any managerduly appointed by the Management Committee acting in the businessor operations of the incorporated association shall be deemed to be theagent of the incorporated association for all purposes within its objects.

(3) The acts of a member of the Management Committee shall bevalid notwithstanding any defect that may afterwards be discovered inhis. appointment or qualifications.

33. Election of Management Committee. (1) The members of theManagement Committee shall be elected at the annual general meetingor any general meeting of the incorporated association in accordancewith its rules:

Provided that upon incorporation of the incorporated associationthose persons who are members of the committee of the association atthe time when the application forincorporation is lodged with the underSecretary and whose names are set out in that application shall be themembers of the Management Committee of the incorporated association.

(2) Notwithstanding the provisions of subsection (1) the rules ofan incorporated association may permit the Management Committeeto fill a casual vacancy on the Management Committee.

34. Meetings of Management Committee. Meetings of theManagement Committee shall be held as often as may be necessaryfor properly conducting the business and operations of the incorporatedassociation, but shall be held at least once in every two calendar monthsand a quorum for a meeting shall be prescribed by the rules.

35. Tenure of members of Management Committee . (1) The membersof the Management Committee shall hold office and retire and maybe removed from office as prescribed by the rules.


(2) The office of a member of the Management Committee shall bevacated in such circumstances, if any, as may be prescribed by the rulesof the incorporated association or if the person holding that office-

(a) dies;

(b) becomes bankrupt or compounds with his creditors orotherwise takes advantage of the laws in force for the timebeing relating to bankruptcy;

(c) becomes mentally ill; or

(d) is convicted of an offence under this Act, or convictedof an indictable offence or of an offence punishable on summaryconviction for which he is sentenced to imprisonmentotherwise than in default of payment of a fine.

36. Notification of change of members of Management Committee.The secretary shall, within fourteen days after a change in themembership of the Management Committee, give notice in writing tothe Under Secretary of the name, address and occupation of each personwho has become a member of the Management Committee, or whohas ceased to be a member of the Management Committee as the casemay be.

37. Secretary. (1) Within fourteen days after incorporation, theManagement Committee of an incorporated association shall appoint anatural person who is resident in the State to be the secretary of theincorporated association and, if that office at any time becomes vacant.shall, within fourteen days after it becomes vacant, appoint a naturalperson who is resident in the State to fill that vacancy.

(2) If the Management Committee of an incorporated associationfails to comply with subsection (1), each member of the ManagementCommittee is guilty of an offence.

(3) Notwithstanding anything in the rules of an incorporatedassociation, the Management Committee shall have power from timeto time to appoint a secretary and to remove any person so appointed.

(4) The secretary may, unless the rules of the incorporatedassociation otherwise provide, hold any other office in the incorporatedassociation except the office of auditor.

(5) The office of secretary shall become vacant if the person holdingthat office-

(a) dies;

(b) becomes bankrupt or compounds with his creditors orotherwise takes advantage of the laws in force for the timebeing relating to bankruptcy;

(c) becomes mentally ill;


(d) is convicted of an offence under this Act, or convicted of anindictable offence or of an offence punishable on summaryconviction for which he is sentenced to imprisonment otherwisethan in default of payment of a fine;

(e) resigns his office by writing under his hand addressed to theManagement Committee of the incorporated association;

(f) ceases to be resident in the State.

38. Insurance . (1) Forthwith on receiving a certificate ofincorporation, the Management Committee shall effect insurance inrespect of damage to property, death or bodily injury occurring upon theproperty of the incorporated association for a cover of the prescribedamount, or if not prescribed, S100,000, and shall keep such insurancecover current at all times.

(2) The secretary of the incorporated association shall notify theUnder Secretary of the taking out of the insurance referred to insubsection (1), within 14 days after such insurance has been effected.

39. Notification of appointment and change of address of secretary.(1) A secretary shall, within fourteen days after his appointment, givenotice in writing to the Under Secretary of his appointment and of hisfull name and address.

(2) If a secretary changes his address he shall, within fourteendays after the change, give notice in writing to the Under Secretary ofthe change.

40. Audit and statement . (I) The Management Committee ofan incorporated association shall, within three months of the close ofthe financial year prescribed, or more frequently if the rules of theincorporated association so provide-

(a) prepare, or cause to be prepared, a statement containingthe following particulars:(i) the income and expenditure of the incorporated association

during its last financial year;(ii) the assets and liabilities of the incorporated association

at the close of the said year; and(iii) all mortgages, charges and securities of any description

affecting any of the property of the incorporated associationat the close of the said year.

(b) cause the financial affairs of the incorporated associationto be audited by a person registered as a public accountantunder the Public Accountants Registration Act 1946-1975or approved by the Under Secretary; and

(c) present the audited statement to the Annual General Meetingfor adoption.


(2) If the Management Committee of an incorporated associationfails to comply with subsection (1) each member of the ManagementCommittee is guilty of an offence.

(3) No person shall consent to be appointed, or act, as the auditorof an incorporated association, or prepare for or on behalf of such anincorporated association any financial statement or any report or certificaterelating thereto that is required by or under this Act to be preparedby the auditor of such an incorporated association if he is-

(a) the secretary, or a member of the Management Committee.of the incorporated association; `

(b) a servant of the incorporated association: or

(c) a partner, employer, or employee of the secretary, or a partner.employer or employee of a member of the ManagementCommittee, of the incorporated association.

(4) A person who is partner in any unincorporated body shall notconsent to be appointed, or act, as the auditor of an incorporatedassociation or prepare for or on behalf of an incorporated associationany financial statement or any report or certificate required by or underthis Act to be prepared by the auditor of such an incorporated association,if any of the partners of that unincorporated body is disqualified undersubsection (3) from acting as auditor of the incorporated association.

(5) A person who contravenes any of the provisions of subsection(3) or (4) is guilty of an offence.

(6) (a) The secretary of an incorporated association shall, withinone month after the adoption of the audited statement by the annualgeneral meeting as required by subsection (1), or, if the Under Secretary(who is hereby authorized so to do) allows a longer period, within theperiod allowed by the Under Secretary, lodge with the Under Secretarya copy of that statement certified to be correct by the person who auditedthe financial affairs of the incorporated association.

(b) For the purposes of the preceding paragraph, the UnderSecretary may, where he considers it appropriate, exempt an incorporatedassociation from lodgment of the statement.

(7) The financial statement of an incorporated association shallbe available for inspection by the public.

(8) The Under Secretary may, in any case where he considers itdesirable so to do, direct in writing an incorporated association to publishin such manner and within such time as is set out in the direction, a copyof the statement certified to be correct referred to in subsection (6) andthe Management Committee of the incorporated association shall complyin all respects with the terms of such direction.

(9) If the Management Committee of an incorporated associationfails to comply with subsection (8) each member of the ManagementCommittee is guilty of an offence.


PART VI-RIGHTS AND OBLIGATIONS OF MEMBERS

41. Rights of Members . (1) Upon incorporation the rules of theassociation shall constitute the terms of a contract between the membersfrom time to time and the incorporated association.

(2) Where a member of an incorporated association is deprivedby a decision of that association of a right conferred on him by the rulesof that association as a member thereof, the Court shall have jurisdictionto adjudicate upon the validity of that decision under the rules.

(3) An incorporated association shall be bound by the rules ofnatural justice in adjudicating upon the rights of its members conferredby the rules of such association on its members.

42. Enforcement of rights and obligations . (1) The Court may,on the application of an incorporated association, or of a member thereof,make orders, including interim orders-

(a) giving directions for the performance and observance of therules of such incorporated association by any person who isunder an obligation to perform or observe those rules;

(b) declaring and enforcing the rights and obligations of membersof such incorporated association between themselves, and therights and obligations between such incorporated associationand any member or members thereof.

(2) An order may be made under this section notwithstandingthat no right of a proprietary nature is involved, or that the applicanthas no interest in the property of the incorporated association.

43. Powers of Court. (1) The Court may, on an application broughtpursuant to section 42, grant such relief as is appropriate in thecircumstances.

(2) The Court may refuse to entertain such an application, or tomake an order on such application, or may refuse an order for costs.or may make an order for costs against a party, whether successful ornot, if it is of the opinion that-

(a) the issue raised in the application is trivial;(b) having regard to the importance of the issue, the nature of

the incorporated association, any other available methodof resolving the issue, the costs involved, lapse of time,acquiescence or any other relevant circumstance, it wasunreasonable to make the application;

(c) the unreasonable or improper conduct of a party has beenresponsible for the making of an application, or has addedto the cost of the proceedings.

PART V11-WINDING UP

44. Voluntary winding up. (1) An incorporated association maybe wound up by special resolution of the members passed at a generalmeeting called for that purpose. A copy of the special resolution shallbe lodged with the Under Secretary within fourteen days from the passingof that snecial resolution.


(2) Subject to this Act and to any regulations made under theauthority thereof, the provisions of the Companies Act 1961-1979 relatingto the voluntary winding up of companies apply, so far as theyare applicable and with the prescribed modifications (if any), to andin relation to the voluntary winding up of incorporated associations.

45. Winding up by the Court . (1) An incorporated associationmay be wound up by the Court under the following circumstances, thatis to say:-

(a) if the incorporated association suspends its operations forthe space of a whole year; or

(b) if the members of the incorporated association are reducedin number to not constitute a quorum at a general meeting:

or

(c) if the incorporated association is unable to pay its debts; or

(d) if the incorporated association carries on any operation wherebyany member thereof makes any pecuniary gain contrary tothe provisions of this Act; or

(e) if the Court is of the opinion that it is just and equitable thatthe incorporated association should be wound up.

(2) An application to the Court for the winding up of anincorporated association shall be by petition presented either by theincorporated association, or by a member thereof, or by a creditorthereof, or by the under Secretary.

(3) Subject to this Act and to any regulations made underthe authority thereof, the provisions of the Companies Act 1961-1979relating to the winding up of unregistered companies apply. so far asthey are applicable and with the prescribed modifications (if any), toand in relation to the winding up of incorporated associations by theCourt.

46. Meaning of terms in winding up. For the purposes of sections44 and 45-

(a) a reference in the Companies Act 1961-1979 to an unregisteredcompany shall be read as a reference to an incorporatedassociation;

(b) a reference in the Companies Act 1961-1979 to the directors of'a company shall be read as a reference to the members of theManagement Committee of such an incorporated association;

(c) a reference in the Companies Act 1961-1979 to the secretaryof a company shall be read as a reference to the secretaryof such an incorporated association; and

(d) a reference in the Companies Act 1961-1979 to the principalplace of business of a company shall be read as a reference tothe place where the secretary of such an incorporated associationresides.


47. Distribution of surplus assets. (1) Where, upon the windingup of an incorporated association, a special resolution relating to thedistribution of the surplus assets of the incorporated association hasbeen passed by its members in accordance with its rules, all surplusassets shall, subject to any trust affecting the same, be disposed of inthe manner so resolved.

(2) Where no such special resolution has been passed-

(a) the Governor in Council may by Order in Council vest allor any of the surplus assets of the incorporated association inthe Public Trustee of Queensland;

(b) subject to paragraph (c) the surplus assets vested in the PublicTrustee of Queensland under this subsection shall be heldupon the trusts and for the purposes upon or for which theywere held prior to being vested in the Public Trustee ofQueensland;

(c) the Governor in Council may by Order in Council vary the trustsor purposes referred to in paragraph (b) and may by the sameor any subsequent Order in Council vest those surplus assetsor any part of them in such persons or incorporated associationsand for such purposes as the Governor in Council shall specify;

(d) every such Order in Council shall have the force of law, andpayments and transfers shall be made to carry out thedirections of the Governor in Council thereby made;

(e) the receipt of the Public Trustee of Queensland shall be asufficient discharge to any persons paying or transferringany surplus assets pursuant to paragraph (d) as to the surplusassets paid or transferred, and the said persons shall notthereafter be liable or accountable therefor or be bound tosee to the application, distribution, or appropriation thereof.

(3) In this section, " surplus assets " means, in relation to theincorporated association the assets after payment of the debts andliabilities remaining on a winding up of the incorporated associationand the costs, charges and expenses of the winding up.

48. Cancellation of incorporation . (1) In any case where the UnderSecretary has reasonable cause to believe that on any one or more of thefollowing grounds-

(a) an incorporated association is carrying on or proposesto carry on any operation which is beyond the scope of theobjects of the incorporated association;

(b) an incorporated association has ceased to exist;

(c) an incorporated association is, by the nature of its operationsor transactions, doing anything which would have excludedit from incorporation under this Act; or

626 Associations Incorporation Act 1981, Mo. 74

(d) in the opinion of the Under Secretary, circumstances existwhich, in the public interest, justify the cancellation of theincorporation of an incorporated association,

it is desirable that the incorporation of an incorporated association becancelled, he may serve, by pre-paid registered post, on a person appearingto him from records kept under this Act to be the secretary or otherofficer of the incorporated association, a notice-

(e) setting out the ground or grounds for the proposed cancellationof the incorporation of the incorporated association;

(f) requiring the secretary, or other officer within one monthfrom the date of the notice, to satisfy the Under Secretarywhy the incorporation of the incorporated association shouldnot be cancelled; and

(g) stating that unless he is so satisfied by the secretary or otherofficer within that period, he will cancel the incorporation ofthe incorporated association.

(2) If the Under Secretary is not satisfied as provided in subsection(1) within the time specified therein, the Under Secretary shall cancelthe incorporation of the incorporated association and serve, by pre-paidregistered post, on the person appearing pursuant to subsection (1) tobe the secretary of the incorporated association, a notice that theincorporation of the incorporated association is cancelled.

49. Vesting of property on cancellation . Where the incorporation ofan incorporated association is cancelled pursuant to section 48-

(a) the Governor in Council may by Order in Council vest all orany property of such association in the Public Trustee ofQueensland ;

(b) subject to paragraph (c) the property vested in the PublicTrustee of Queensland under this section shall be held upon thetrusts and for the purposes upon or for which they were heldprior to being vested in the Public Trustee of Queensland;

(c) the Governor in Council may by Order in Council vary thetrusts or purposes referred to in paragraph (b) and may by thesame or any subsequent Order in Council vest that propertyor any part thereof in such persons or incorporated associationsand for such purposes as the Governor in Council shall specify;

(d) every such Order in Council shall have the force of law, andpayments and transfers shall be made to carry out the directionsof the Governor in Council thereby made;

(e) the receipt of the Public Trustee of Queensland shall besufficient discharge to any persons paying or transferring anyproperty pursuant to paragraph (d) as to the property paid ortransferred, and the said persons shall not thereafter be liableor accountable therefor or be bound to see to the application,distribution or appropriation thereof.


PART VIII-MISCELLANEOUS

50. Appointment of inspector. (1) Where it appears to the UnderSecretary that-

(a) it is desirable for the protection of the public or of membersor other persons interested in an incorporated association; or

(b) it is in the public interest,

to appoint an inspector to investigate the affairs of the incorporatedassociation he may by instrument in writing appoint such an inspector.

(2) The provisions of Part VIA-Special Investigations-of theCompanies Act 1961-1979, shall, mutatis mutandis, apply to such aninvestigation.

51. Meaning of terms in special investigation . For the purposes ofsection 50-

(a) a reference in the Companies Act 1961-1979 to a companyshall be read as a reference to an incorporated association;

(b) a reference in the Companies Act 1961-1979 to an officerof a Company shall be read as a reference to the secretaryof such an incorporated association;

(c) a reference in the Companies Act 1961-1979 to the principalplace of business of a company shall be read as a referenceto the place where the secretary of such an incorporatedassociation resides.

52. Limitation of actions . No matter or thing done by the UnderSecretary or by any other person in good faith and without negligence forthe purpose of executing this Act or in the execution or performance ofhis powers, authorities, functions and duties under this Act shall subjectthe Crown, the Minister, the Under Secretary or any other person asaforesaid to any liability in respect thereof.

53. Extension of time. Where under this Act an act or thingis required to be performed or done within a specified time the UnderSecretary may, if he thinks fit, if in his opinion there are specialcircumstances, extend the time for the performance or doing of that actor thing.

54. Appeal from Under Secretary. (1) Any incorporated association,or any person aggrieved by a determination or decision of theUnder Secretary made pursuant to this Act, other than a determinationor decision under section 11, may appeal to the Court which may confirmthat determination or decision or make such other determination or givesuch directions as it deems proper in relation to the question before theUnder Secretary.


(2) Such appeal shall be to a Judge of the said Court exercisingjurisdiction in Chambers and his decision thereon shall be subject to thesame Rules of Court as any order made by a Judge exercising suchjurisdiction.

55. Punishment of fraud or misappropriation . (1) A person who-

(a) obtains possession by false representation or imposition of anyproperty of an incorporated association; or

(b) having any property of an incorporated association in hispossession, withholds or misapplies the same, or wilfullyapplies any part thereof to purposes other than those expressedor directed in the rules and authorised by this Act,

is guilty of an offence and is liable on summary conviction to a penaltynot exceeding Si 000, and to be ordered to deliver up all such propertyor to repay all such moneys applied improperly, and, in default of suchdelivery or repayment or of the payment of such penalty, to be imprisoned,with or without hard labour, for any period not exceeding three months:

Provided that where, on a complaint against a person of withholdingor misapplying property or applying it for unauthorised purposes, itis not proved that he acted with any fraudulent intent he may be orderedto deliver up such property or to repay any money applied improperly,but is not liable to conviction, and a copy of any such ordercertified under the hand of the Clerk of the Court may be filed in theMagistrates Court nearest to the place where such order was made andthereupon such order shall be and be deemed to be a judgment of thesaid Magistrates Court within the meaning of the Magistrates CourtsAct 1921-1976 and shall be enforceable accordingly.

(2) Nothing contained in this section shall prevent any such personfrom being prosecuted under any other law in force, if a conviction hasnot been previously obtained against that person for the same offenceunder the provisions of this Act.

56. Officers deemed servants. Every person elected or appointedto be the treasurer, secretary, member of the Management Committeeor other officer having the receipt or charge of money of an incorporatedassociation, or who acts in the capacity of or is employed as such treasurer,secretary, member of the Management Committee or officer, shall bedeemed to be a clerk or servant of such incorporated association withinthe meaning of The Criminal Code.

57. Penalty for falsification . A person who wilfully makes, or ordersor allows to be made, any entry, erasure in, or omission from any accountbook, balance sheet or any return or document required to be made,kept, sent, produced or delivered for the purposes of this Act, with intentto falsify the same or to evade this Act is guilty of an offence and isliable to a penalty not exceeding Si 000.


58. Under Secretary may delegate power to prosecute . (1) Wheneverby this Act the Under Secretary is empowered to prosecute for anyoffence or to recover any penalty, he may, in writing, authorise someperson to take all necessary proceedings on his behalf.

(2) The power conferred upon the Under Secretary by subsection(1) may be exercised either generally or from time to time as occasionmay require.

59. Proof of compliance with formal requirements. (1) In anyproceeding under this Act against an incorporated associationor any officer thereof or other person, the onus of proving that anyreturn, report, notice or document required to be sent or given to theUnder Secretary has been so sent or given, or that any return, report,notice or document has been compiled or made as required by this Act,shall lie with such incorporated association, officer or other person.

(2) In any such proceeding any return, report, notice or otherdocument, purporting to be duly signed and forwarded to the UnderSecretary by the secretary of any incorporated association, and otherwisein conformity with this Act, may be received as evidence of any mattersstated therein respectively.

60. Evidence. (1) In the case of evidence required on behalf of theUnder Secretary, and not hereinbefore provided for, the Under Secretarymay depose to the same by affidavit, and the evidence contained in anysuch affidavit shall be received as evidence in all courts.

(2) Every instrument or document, copy or extract of an instrumentor document, certified by the Under Secretary shall be received in evidencewithout further proof.

(3) Every document purporting to be signed by the Under Secretaryor any inspector or actuary or auditor or valuer under this Act shall bereceived in evidence without proof of the signature.

61. Proceedings for offences . (1) A person who contravenes orfails to comply with any provision of this Act is guilty of an offenceagainst this Act.

(2) A person guilty of an offence against this Act is liable, if nospecific penalty is provided for that offence, to a penalty not exceeding$500.

(3) All offences against this Act may be prosecuted and any penalties,fees or other monies due and payable under this Act may be recoveredin a summary way under the Justices Act 1886-1980, on complaint byany person authorised by the Minister or on complaint by the UnderSecretary.


(4) Summary proceedings in respect of an offence against this Actshall be instituted within one year after the commission of the offence,or within six months after the commission of the offence comes to theknowledge of the complainant, whichever period is the later to expire.

62. Service . Unless otherwise provided in this Act, a document maybe served on an incorporated association by leaving it at or properlyaddressing, pre-paying and posting a letter containing the notice to thesecretary at the address notified under section 39.

63. Fees. There shall be paid to the Under Secretary such feesas are prescribed.

64. Evidentiary provisions . (1) The Under Secretary may, by writingunder his hand, certify-

(a) that, on a date specified in the certificate, an association sospecified was, or was not, an incorporated association; or

(b) that, on a date specified in the certificate, a person sospecified was, or was not, the secretary of an incorporatedassociation so specified, or

(c) that, on a date specified in the certificate-

(i) no natural person has been appointed secretary of anincorporated association; or

(ii) no natural person has been appointed to fill a vacancyin the office of secretary of an incorporated association,

in compliance with the provisions of section 37; or

(d) that, on a date specified in the certificate-

(s) the financial affairs of an incorporated association havenot been audited; or

(ii) a statement of particulars of income and expenditure, assetsand liabilities and mortgages, charges and securities hasnot been prepared, '

in compliance with the provisions of section 40,

and such a certificate shall, in all courts and for all purposes, be evidenceand, in the absence of evidence to the contrary conclusive evidence,of the matters stated in that certificate.

(2) In any legal proceedings, a copy of any rules of an incorporatedassociation or other document lodged with him certified by the UnderSecretary to be a true copy thereof, shall be evidence that such ruleswere rules of the incorporated association in force on the date mentionedin the certificate or of the contents of such document.

(3) Judicial notice shall be taken of the signature of the UnderSecretary appearing on a certificate under this section and of the factthat the person by whom the certificate purports to have been signedis the Under Secretary.


65. Dispositions of property. (1) A disposition in favour of anassociation shall, unless the context otherwise requires, take effect infavour of that association where that association is incorporated underthis Act, where such incorporation is effected after the document evidencingthe disposition was made or executed but before the disposition wasperfected.

(2) In this section " disposition " means any disposition by will,written instrument or otherwise, which takes effect after the commencementof this Act.

66. Delegation of powers . (1) Subject to this Act, the Under Secretarymay from time to time, in relation to any matters or class of matters, byinstrument in writing under his hand delegate all or any of his powers.authorities, functions and duties under this Act as may be specified in theinstrument other than this power of delegation to any person or the holderof any office so that any delegated power, authority, function or duty maybe exercised or, as the case may be, shall be performed by the delegatewith respect to the matters or class of matters specified in the instrument.

(2) The Under Secretary may subject any such delegation to suchconditions or limitations as he thinks fit.

(3) The Under Secretary may, at his discretion, revoke a delegationmade by him under this section.

(4) No delegation shall prevent the exercise of any power, authority,function or duty by the Under Secretary.

67. Recall of Letters Patent. Nowithstanding the provisions ofsection 4, the Minister may at his discretion recall and cancel any LettersPatent issued under the repealed Acts and may require the associationto apply for incorporation under this-Act in lieu thereof.

68. Regulations . The Governor in Council may make regulations,not inconsistent with this Act, for or with respect to-

(a) the keeping of any register under and for the purposes ofthis Act, the circumstances and manner in which and theperson by whom such register shall be kept. and the transferor custody of a register kept under this Act or under therepealed Acts;

(b) records to be kept for the purposes of this Act, the mannerof keeping such records, and the transfer of custody of recordskept under this Act or under the repealed Acts;

(c) the inspection by members of the public of any register ordocument kept pursuant to this Act relating to incorporatedassociations;

(d) the issuing of a certificate of incorporation of an associationor any other certificate or of a copy or extract of any documentor part of a document kept pursuant to this Act;


(e) forms to be used under this Act, the prescribing of formsand the respective purposes for which any such forms shallbe used, the manner in which they are to be completed andby whom such forms are to be witnessed;

(f) the form of, and the matters or certain specified matters to beprovided for in, the rules of incorporated associations;

(g) the prescribing of penalties, not exceeding a fine of $250 foroffences against the regulations;

(h) all matters required or permitted by this Act to be prescribedwhere the method of prescription is not otherwise provided;

(i) prescribing fees payable under this Act and the matters inrespect of which such fees shall be paid, the basis or bases onwhich such fees shall be payable and the times when payable,prescribing the persons by whom and the places and timeswhen and where and the persons to whom such fees shall bepaid and providing for the total or partial exemption of personsand matters from the payment of fees payable under this Act;

(j) the form and manner in which books of account of anincorporated association shall be kept;

(k) providing for the inspection, examination and audit as prescribedby authorised officers and others of all or any records requiredby the regulations to be kept;

(I) providing for the furnishing of returns, statements andinformation for the purposes of this Act and the time or timesand the mode of the furnishing thereof;

(m) prescribing, regulating and controlling the powers and dutiesof the Under Secretary and authorised officers under and forthe purposes of this Act;

(n) providing for the appointment of inspectors including theprescribing of the method of appointment and by whomthey may be appointed;

(o) all matters that may be convenient for the administration ofthis Act or that may be necessary or expedient to achieve theobjects and purposes of this Act.

69. Publication of Orders in Council . (1) Every Order in Councilmade under this Act shall-

(a) be published in the Gazette;

(b) upon its publication in the Gazette, be judicially noticed andsuch publications shall be conclusive evidence of the matterscontained therein;

(c) take effect from the date of such publication;

(d) be laid before the Legislative Assembly within fourteen sittingdays after such publication, if the Legislative Assembly is insession, and if not, then within fourteen sitting days after thecommencement of the next session.


(2) If the Legislative Assembly passes a resolution of which noticehas been given at any time within fourteen sitting days after any suchOrder in Council has been laid before it disallowing the same or partthereof, that Order in Council, or part thereof shall thereupon cease tohave effect, but without prejudice to the validity of anything done in themeantime or to the making of a further Order in Council.

70. Irregularities in proceedings . (1) No proceeding under this Actshall be invalidated by any defect, irregularity or deficiency of noticeor time unless the Court is of opinion that substantial injustice has beenor may be caused thereby which cannot be remedied by an order of theCourt.

(2) The Court may if it thinks fit make an order declaring that suchproceeding is valid notwithstanding any such defect, irregularity ordeficiency.

(3) Without affecting the generality of subsections (1) and (2)or of any other provision of this Act, where any omission, defect,error or irregularity (including the absence of a quorum at anymeeting of the incorporated association or of the Management Committee)has occurred in the management or administration of an incorporatedassociation incorporated under this Act (whether or not such omission,defect, error or irregularity occurred before or after the passing of thisAct and whether it occurred before or after the incorporated associationbecame incorporated under this Act) whereby any breach of any of theprovisions of this Act has occurred or whereby there has been defaultin the observance of the rules or constitution of the incorporatedassociation or whereby any proceedings at or in connection with anymeeting of the incorporated association or of the Management Committeethereof or any assemblage purporting to be such a meeting have beenrendered ineffective, the Court-

(a) may, either of its own motion or on the application of anyinterested person, make such order as it thinks fit to rectifyor cause to be rectified or to negative or modify or cause to bemodified the consequences in law of any such omission, defect,error or irregularity, or to validate any act, matter or thingrendered or alleged to have been rendered invalid by or as aresult of any such omission, defect, error or irregularity;

(b) shall before making any such order satisfy itself that such anorder would not do injustice to the incorporated associationor to any member or creditor thereof;

(c) where any such order is made, may give such ancillary orconsequential direction as it thinks fit; and

(d) may determine what notice or summons is to be given to otherpersons of the intention to make any such application or ofthe intention to make such an order, and whether and how itshould be given or served and whether it should be advertisedin any newspaper.

21-8098


(4) The Court may enlarge or abridge any time for doing any act ortaking any proceeding allowed or limited by this Act or any rules orregulations made thereunder upon such terms (if any) as the justice of thecase may require and any such enlargement may be ordered althoughthe application for the same is not made until after the time originallyallowed or limited.

FIRST SCHEDULE [s. 4]

No. of Act Title of ActExtent of

Repeal

25 Vic. No. 19 .. The Religious Educational and The wholeCharitable Institutions Act of1861

59 Vic. No. 4 .. The Religious, Educational, and The wholeCharitable Institutions Act of1861 Amendment Act of 1895

8 Eliz. II No. 52 .. The Religious Educational and 1 The wholeCharitable Institutions Acts

I Amendment Act of 1959

No. 31 of 1967 .. The Religious Educational and The wholeCharitable Institutions ActsAmendment Act of 1967

No. 38 of 1977 .. ! Religious Educational and Charitable Part 11Institutions Act and Other ActsAmendment Act of 1977

Documents

ELIZABETHAE SECUNDAE REGINAE