ASSOCIATIONS INCORPORATION ACT 1985 - SECT 3
ASSOCIATIONS INCORPORATION ACT 1985 - SECT 3
(1) In this Act,
unless the contrary intention appears—
"accounting records" includes invoices, receipts, orders for the payment of
money, bills of exchange, cheques, promissory notes, vouchers and other
documents of prime entry, and books and records which record such entries, and
also includes such working papers and other documents as are necessary to
explain the methods and calculations by which accounts are made up;
"accounts" of an incorporated association means—
(a) a
combination of—
(i)
an account of receipts and payments recording the
total receipts and payments based on the cash method of accounting; and
(ii)
a statement of assets and liabilities; or
(b) a
combination of—
(i)
an account of income and expenditure recording the total
income and expenditure based on the accrual method of accounting; and
(ii)
a balance sheet,
together with such statements, reports and notes, other than auditors'
reports, as are attached to and intended to be read with the account,
statement or balance sheet, as the case may be;
"association" includes society, club, institution or body;
"authorised person" means a person appointed by the Commission by instrument
in writing to be an authorised person for the purposes of this Act;
"beneficiary" includes an object under a discretionary trust;
"body corporate" includes a body corporate within the meaning of section 9 of
the Corporations Act 2001 of the Commonwealth;
"books" includes any register or other record of information and any accounts
or accounting records, however compiled, recorded or stored, and also includes
any document;
"the Commission" means the Corporate Affairs Commission;
"domestic partner" means a person who is a domestic partner within the meaning
of the Family Relationships Act 1975 , whether declared as such under
that Act or not;
"financial year", in relation to an incorporated association, means—
(a) in
the case of an association whose rules fix a period ending on a specified day
as the association's financial year—
(i)
if such a period is fixed or varied at incorporation or
during the first financial year of the association—the period not
exceeding 18 months commencing on the date of incorporation and ending on
the day specified;
(ii)
if such a period is fixed or varied during any subsequent
financial year—the period not exceeding 12 months commencing at the end
of the last preceding financial year and ending on the day specified;
(iii)
each succeeding period of 12 months ending on the day
specified;
(b) in
the case of an association whose rules do not fix a period as the
association's financial year—
(i)
the period commencing on the date of incorporation and
ending on the next succeeding 30 June;
(ii)
each succeeding period of 12 months ending on 30 June;
"gross receipts" of an incorporated association means the total amount of the
receipts of the association including any grant or subsidy paid to or on
behalf of the association by the Government of the State or the Commonwealth,
local government or an agency of the Crown in right of the State or the
Commonwealth, but not including any money received by the association—
(a) by
way of a membership fee, subscription, levy or other fee, if any, paid by a
member; or
(b) as a
devise or bequest; or
(c) from
the sale of any of the association's assets that had not been originally
purchased by the association for the purpose of resale;
"incorporated association" means an association incorporated under this Act;
"insolvent under administration" means a person who—
(a)
under the Bankruptcy Act 1966 of the Commonwealth is a bankrupt in
respect of a bankruptcy from which he or she has not been discharged; or
(b)
under the law of a country other than Australia has the status of an
undischarged bankrupt,
and includes—
(c) a
person who has executed a deed of arrangement under Part 10 of the
Bankruptcy Act 1966 of the Commonwealth or the corresponding provisions
of the law of a country other than Australia where the terms of the deed have
not been fully complied with; and
(d) a
person whose creditors have accepted a composition under Part 10 of the
Bankruptcy Act 1966 of the Commonwealth or the corresponding provisions
of the law of a country other than Australia where a final payment has not
been made under that composition;
"member" of an incorporated association means—
(a) a
person who is under the rules of the association a member of the association;
or
(b) a
body that is under the rules of the association a member of the association;
"officer" of an incorporated association means—
(a) any
person who—
(i)
occupies or acts in a position of—
(A) a member of the committee of the
association; or
(B) the secretary, treasurer or public
officer of the association; or
(ii)
is concerned, or takes part, in the management of the
affairs of the association,
by whatever name called and whether or not validly appointed to occupy or duly
authorised to act in the position; or
(b) the
holder of any other office established by the rules of the association (except
a patron or the holder of some other honorary office that confers no right to
participate in the management of the affairs of the association); or
(c) any
person in accordance with whose directions or instructions the committee of
the association is accustomed to act;
"prescribed association" means an incorporated association—
(a) that
had gross receipts in that association's previous financial year in excess
of—
(i)
$200 000; or
(ii)
such greater amount as is prescribed by regulation; or
(b) that
is prescribed or of a class prescribed by regulation;
"the repealed Act" means the Associations Incorporation Act 1956 repealed
by this Act;
"special resolution" of an incorporated association means—
(a)
where the rules of the association provide for the membership of the
association—a resolution passed at a duly convened meeting of the
members of the association if—
(i)
at least 21 days written notice specifying the intention
to propose the resolution as a special resolution has been given to all
members of the association; and
(ii)
it is passed at a meeting referred to in this paragraph
by a majority of not less than three-quarters of such members of the
association as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy, at that meeting;
(b)
where the rules of the association do not provide for the membership of the
association—a resolution passed at a duly convened meeting of the
members of the committee of the association if—
(i)
at least 21 days written notice specifying the intention
to propose the resolution as a special resolution has been given to all
members of the committee; and
(ii)
it is passed at a meeting referred to in this paragraph
by a majority of not less than three-quarters of such members of the committee
as, being entitled to do so, vote in person or, where alternates are allowed,
by alternates, at that meeting;
"spouse"—a person is the spouse of another if they are legally married;
"total receipts and payments" means the amount arrived at by aggregating
receipts and payments in connection with all activities of the association in
that association's financial year;
"transparency", in relation to a document, means—
(a) a
developed negative or positive photograph of that document (in this
definition referred to as an "original photograph") made, on a transparent
base, by means of light reflected from, or transmitted through, the document;
or
(b) a
copy of an original photograph made by the use of photosensitive material
(being photosensitive material on a transparent base) placed in surface
contact with the original photograph; or
(c) any
one of a series of copies of an original photograph, the first of the series
being made by the use of photosensitive material (being photosensitive
material on a transparent base) placed in surface contact with a copy referred
to in paragraph (b), and each succeeding copy in the series being made,
in the same manner, from any preceding copy in the series;
"Tribunal" means the South Australian Civil and Administrative Tribunal
established under the South Australian Civil and Administrative Tribunal
Act 2013 .
(2) Except as
otherwise provided, a reference in this Act to the rules of an association is
a reference to the rules relating to the constitution, powers, management and
administration of the association, and the rights and liabilities of its
members, but does not extend to rules, by-laws or ordinances relating to or
affecting personal dress or behaviour, practices, procedures or other matters
that are of a religious, ceremonial or doctrinal nature, or any other
prescribed matter.
(3) Where under the
rules of an incorporated association provision is made for confirmation or
approval of a resolution of the association by some other person or body, such
a resolution is not to be regarded as having been duly passed until it has
been confirmed or approved as required by the rules.
(4) A provision in the
rules of an association requiring confirmation or approval of a resolution or
decision of the association by some other person or body is not to be regarded
as oppressive or unreasonable.
(6) For the purposes
of this Act, a person is an associate of another person if—
(a) they
are partners; or
(b) one
is a spouse, domestic partner, parent or child of the other; or
(c) they
are both trustees or beneficiaries of the same trust, or one is a trustee and
the other is a beneficiary of the same trust; or
(d) one
is a corporation and the other is a director of the corporation; or
(e) one
is a corporation and the other is a person who has a legal or equitable
interest in five per cent or more of the share capital of the corporation; or
(f) they
are related bodies corporate within the meaning of the
Corporations Act 2001 of the Commonwealth; or
(g) a
chain of relationships can be traced between them under any one or more of the
above paragraphs.