Victorian Consolidated Legislation

Associations Incorporation Act 1981 - SECT 17

Ultra vires or prohibited transactions

17. Ultra vires or prohibited transactions





(1) No act of an incorporated association (including the entering into of an
agreement by the incorporated association), and no conveyance or transfer of
property to or by an incorporated association is invalid by reason only of the
fact that-

   (a)  the incorporated association was without the capacity or power to do
        the act or execute or take the conveyance or transfer; or

   (b)  doing the act, or executing or taking the conveyance or transfer, was
        prohibited under section 14A(1A).

(1A) No act performed by a person for or on behalf of an incorporated
association (including the entering into of an agreement on behalf of the
incorporated association) is invalid by reason only of the fact that doing the
act was prohibited under section 14A(1B).

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



   (a)  proceedings against the incorporated association by a member of the
        incorporated association or the Registrar to restrain the doing of any
        act or acts or the conveyance or transfer of any property to or by the
        incorporated association; or

   (b)  proceedings by the incorporated association, or by a member of the
        incorporated association, against the present or a former public
        officer of the association; or

   (c)  an application by a member of the incorporated association or the
        Registrar to wind up the incorporated association; or

   (d)  an application by the Registrar to appoint a person as the statutory
        manager of the incorporated association.

(3) If the unauthorized act, conveyance or transfer sought to be restrained in
any proceedings under paragraph (a) of subsection (2) is being, or is to be,
performed or made pursuant to any contract to which the incorporated
association is a party, the court in which the proceedings are brought may, if
all the parties to the contract are parties to the proceedings and if the
court deems it to be just and equitable, set aside and restrain the
performance of the contract and may allow to the incorporated association or
to the other parties to the contract (as the case requires) compensation for
the loss or damage sustained by either of them that may result from the action
of the court in setting aside and restraining the performance of the contract,
but anticipated profits to be derived from the performance of the contract
shall not be awarded by the court as a loss or damage sustained.