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TASMANIA
__________
ASSOCIATIONS INCORPORATION AMENDMENT
BILL 2005
__________
CONTENTS
1. Short title
2. Commencement
3. Principal Act
4. Section 2 amended (Interpretation)
5. Sections 25C, 25D, 25E, 25F, 25G, 25H and 25I inserted
25C. Voluntary transfer of incorporation
25D. Direction to transfer incorporation
25E. Failure to comply with direction of Commissioner
25F. Notice to Commissioner
25G. Validity of contracts
25H. Effect of transfer of incorporation
25I. Duty and other charges not payable
[Bill 43]-I
2
ASSOCIATIONS INCORPORATION AMENDMENT
BILL 2005
(Brought in by the Minister for Justice and Industrial
Relations, the Honourable Judith Louise Jackson)
A BILL FOR
An Act to amend the Associations Incorporation Act 1964
Be it enacted by His Excellency the Governor of Tasmania, by
and with the advice and consent of the Legislative Council and
House of Assembly, in Parliament assembled, as follows:
1. Short title
This Act may be cited as the Associations
Incorporation Amendment Act 2005.
2. Commencement
This Act commences on the day on which this
Act receives the Royal Assent.
3. Principal Act
In this Act, the Associations Incorporation Act
1964* is referred to as the Principal Act.
*No. 64 of 1964
[Bill 43] 3
s. 4 No. Associations Incorporation Amendment 2005
4. Section 2 amended (Interpretation)
Section 2(1) of the Principal Act is amended by
inserting after the definition of "model rules" the
following definition:
"prescribed body corporate" means
(a) a company within the meaning of
the Corporations Act that is taken
to be registered in Tasmania; or
(b) a cooperative under the
Cooperatives Act 1999; or
(c) any body corporate that is
registered, incorporated or
otherwise established under a law
applying in Tasmania or in any
place outside Tasmania and that
is prescribed for the purposes of
this definition;
5. Sections 25C, 25D, 25E, 25F, 25G, 25H and 25I
inserted
After section 25B of the Principal Act, the
following sections are inserted:
25C. Voluntary transfer of incorporation
(1) An incorporated association may apply to
the Commissioner, in a form approved by
the Commissioner, to become registered
or incorporated as a prescribed body
corporate.
(2) Before an incorporated association can
apply to become registered or
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2005 Associations Incorporation Amendment No. s. 5
incorporated as a prescribed body
corporate
(a) the proposal to become registered
or incorporated as a prescribed
body corporate must have been
approved by a special resolution
of the incorporated association;
and
(b) the special resolution must have
been registered by the
Commissioner under section 23.
(3) The Commissioner must approve an
application made under subsection (1) if
satisfied that subsection (2) has been
complied with.
25D. Direction to transfer incorporation
(1) Subject to subsection (2), the
Commissioner may, by notice to an
incorporated association, direct the
incorporated association to apply to
become registered or incorporated as a
prescribed body corporate within the
period (being not less than 3 months)
specified in the notice and subject to any
conditions specified in the notice.
(2) The Commissioner may only give a
direction under subsection (1) if the
Commissioner is satisfied that the
continued incorporation of the
incorporated association under this Act
would be inappropriate or inconvenient
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s. 5 No. Associations Incorporation Amendment 2005
(a) by reason of the Commissioner's
assessment of
(i) the scale or nature of the
activities of the
incorporated association;
or
(ii) the value or nature of the
property of the
incorporated association;
or
(iii) the extent or nature of the
dealings which the
incorporated association
has with the public; or
(b) for any other prescribed reason.
(3) Before giving a direction under
subsection (1), the Commissioner must
give a notice to the incorporated
association stating
(a) the Commissioner's intention to
direct the incorporated
association to apply for
registration or incorporation as a
prescribed body corporate; and
(b) the grounds for the proposed
direction; and
(c) that the incorporated association
may make representations to the
Commissioner, within 2 months
after the date of the notice, as to
why the direction should not be
given.
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2005 Associations Incorporation Amendment No. s. 5
(4) The Commissioner must consider any
representations made under
subsection (3)(c) and notify the
incorporated association who made the
representations of the Commissioner's
decision.
(5) An incorporated association that is
aggrieved by the direction of the
Commissioner under subsection (1) may
apply to the Magistrates Court
(Administrative Appeals Division) for a
review of the direction.
25E. Failure to comply with direction of
Commissioner
If an incorporated association that has
been directed by the Commissioner to
apply to become registered or
incorporated as a prescribed body
corporate fails to comply with the
direction within the period specified in
the notice referred to in section 25D(1),
the Commissioner may by notice to the
incorporated association cancel the
incorporation of the association under
this Act.
25F. Notice to Commissioner
An incorporated association must notify
the Commissioner in writing of its
transfer of incorporation within 14 days
after it is registered or incorporated as a
prescribed body corporate.
Penalty: Fine not exceeding 10 penalty
units.
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s. 5 No. Associations Incorporation Amendment 2005
25G. Validity of contracts
A contract to which an incorporated
association is a party is not illegal, void
or unenforceable by reason only that the
incorporated association fails to comply
with a direction of the Commissioner
under this Part.
25H. Effect of transfer of incorporation
(1) In this section, a reference to a transfer of
incorporation by an incorporated
association is a reference to the
registration or incorporation of the
incorporated association as a prescribed
body corporate.
(2) Subject to this section, on a transfer of
incorporation by an incorporated
association, the incorporated association
ceases to be incorporated under this Act.
(3) The transfer of incorporation by an
incorporated association does not affect
the identity of the association, which is to
be taken to be the same body before and
after the transfer of incorporation, and no
act, matter or thing is to be affected or
abated by the transfer of incorporation
and, in particular, any claim by or against
the incorporated association subsisting
immediately before the transfer of
incorporation may be continued by or
against the prescribed body corporate,
formed by the transfer of incorporation,
in the name of the incorporated
association or commenced by or against
the prescribed body corporate, so formed,
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2005 Associations Incorporation Amendment No. s. 5
in the name of the prescribed body
corporate.
(4) Without limiting the generality of
subsection (3), nothing in
subsection (2)
(a) affects any right, privilege,
obligation or liability acquired or
incurred under this Act; or
(b) affects any penalty, forfeiture or
punishment incurred in respect of
any offence committed against
this Act; or
(c) affects any investigation, legal
proceeding or remedy in respect
of any such right, privilege,
obligation, liability, penalty,
forfeiture or punishment
and any such investigation, legal
proceeding or remedy may be instituted,
continued or enforced and any such
penalty, forfeiture or punishment may be
imposed as if subsection (2) had not been
enacted.
25I. Duty and other charges not payable
A duty, tax, fee or charge which is
otherwise payable under a law relating to
the transfer of assets is not payable in
respect of the transfer of any asset of an
incorporated association from the name
of that association to the name of the
prescribed body corporate into which the
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s. 5 No. Associations Incorporation Amendment 2005
association is transformed under the
provisions of this Act.
10 Government Printer, Tasmania