Victorian Consolidated Legislation

Associations Incorporation Act 1981 - SECT 19

Confirmation of contracts and authentication and execution of documents

19. Confirmation of contracts and authentication and execution of documents



(1) In so far as the formalities of making, varying or discharging a contract
are concerned, a person acting under the express or implied authority of an
incorporated association may make, vary or discharge a contract in the name of
or on behalf of the incorporated association in the same manner as if that
contract were made, varied or discharged by a natural person.

(2) The making, variation or discharging of a contract in accordance with
subsection (1) is effectual in law and binds the incorporated association and
other parties to the contract.

(3) A contract or other document executed or purporting to have been executed
under the common seal of an incorporated association is not invalid by reason
only that a person attesting the affixing of the common seal was in any way,
whether directly or indirectly, interested in that contract or other document
or in the matter to which that contract or other document relates.

(4) This section does not prevent an incorporated association from making,
varying or discharging a contract under its common seal.

(5) This section does not affect the operation of a law that requires some
consent or sanction to be obtained, or some procedure to be complied with, in
relation to the making, variation or discharge of a contract.

(6) A document or proceeding requiring authentication by an incorporated
association may be authenticated by the signature of the public officer of the
incorporated association and need not be authenticated under the common seal
of the incorporated association.

(7) An incorporated association may, by writing under its common seal, empower
a person, either generally or in respect of a specified matter or specified
matters, as its agent or attorney to execute deeds on its behalf, and a deed
signed by such an agent or attorney on behalf of the incorporated association
and under his seal binds the incorporated association and has the same effect
as if it were under the common seal of the incorporated association.

(8) The authority of an agent or attorney empowered pursuant to subsection
(7), as between the incorporated association and a person dealing with him
continues during the period (if any) mentioned in the instrument conferring
the authority or, if no period is so mentioned, until notice of the revocation
or termination of his authority has been given to the person dealing with him.