Victorian Consolidated Legislation

Associations Incorporation Act 1981 - SECT 31

PART VII AMALGAMATION

Amalgamation of incorporated associations

31. Amalgamation of incorporated associations



(1) Any two or more incorporated associations may apply to be incorporated as
an amalgamated incorporated association.

(2) An application shall not be made under subsection (1) unless the terms of
amalgamation and the statement of purposes and the proposed rules of the
amalgamated incorporated association are approved by a special resolution of
each of the incorporated associations.

(3) An application under subsection (1) may be made by the public officers of
the incorporated associations in the form approved by the Registrar and shall-

   (a)  be accompanied by a copy of the proposed statement of purposes of the
        incorporated association to be formed by the amalgamation;

   (b)  be accompanied by-

   (i)  a copy of the proposed rules of the incorporated association to be
        formed by the amalgamation, being rules that comply with section 6 and
        have been approved by the incorporated associations;

   (ii) a statement that the incorporated associations have approved the
        adoption of the model rules as the rules of the incorporated
        association to be formed by the amalgamation; or

   (iii) a statement that the incorporated associations have approved the
        adoption of the model rules as the rules of the incorporated
        association to be formed by the amalgamation with the changes
        specified in the statement;

   (c)  be accompanied by a notice in the form approved by the Registrar and
        containing the prescribed particulars of the passing of the special
        resolutions referred to in subsection (2);

   (d)  set out-

   (i)  the name of the incorporated association to be formed by the
        amalgamation, being a name under which an association may be
        incorporated in accordance with section 12;

   (ia) the name and address in Victoria of a person who has attained the age
        of 18 years and who is resident in the State and who has been
        nominated as the first public officer of the incorporated association
        to be formed by the amalgamation;

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   (iii) such other particulars as may be prescribed; and

   (e)  be accompanied by the prescribed fee.

(4) If the Registrar is satisfied that each of the incorporated associations
making the application has complied with the provisions of this Act and of the
regulations and that the proposed statement of purposes and the proposed rules
of the incorporated association to be formed by the amalgamation are not
contrary to this Act or the regulations, the Registrar shall-

   (a)  grant a certificate of incorporation of the association formed by the
        amalgamation; and

   (b)  cancel the incorporation of each of the first-mentioned incorporated
        associations.

(5) Upon the grant of a certificate of incorporation under this section, the
property of each incorporated association that was a party to the amalgamation
vests in the incorporated association formed by the amalgamation on and after
the amalgamation and by reason of this Act without the necessity for any
conveyance, transfer or assignment.

(6) Any property vested in an incorporated association by reason of subsection
(5) is so vested subject to-

   (a)  any trust; and

   (b)  any restriction, limitation, mortgage, charge, encumbrance, lien,
        lease, covenant contract or liability-

to which the property was subject immediately before it so vested.

(7) All debts and liabilities, whether certain or contingent, of an
incorporated association that was a party to the amalgamation existing at the
date of the grant of the certificate of incorporation of the incorporated
association formed by the amalgamation, shall, by reason of this Act, become
and be the debts and liabilities of the incorporated association formed by the
amalgamation.

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